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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of __________, 2019, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and BIT CALIFORNIA LLC dba DOCUMENT FULFILLMENT SERVICES, a California
Corporation, whose address is 2930 Ramona Avenue, Suite 100, Sacramento, CA 95826, hereinafter
referred to as “CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, COUNTY has a need for printing and mailing services to provide timely written
correspondence to clients regarding their social services program participation and financial obligations;
and
WHEREAS, CONTRACTOR was identified through a competitive selection process by Sacramento
County Department of General Services Request for Proposal #8352 to provide CalWIN client
correspondence printing and mailing services for sixteen (16) CalWIN counties, including COUNTY; and
WHEREAS, COUNTY desires the ability to also conduct timely mass mailings to Social Services
clients who are not in the CalWIN system; and
WHEREAS, CONTRACTOR has the expertise, facilities, and resources necessary and is willing to
provide said services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS
A.CONTRACTOR shall perform all services and fulfill all responsibilities as identified
in Sacramento County’s Request for Proposal (RFP) #8352, dated March 29, 2016, hereinafter referred
to as RFP and CONTRACTOR’s response to said RFP, all incorporated herein by reference and made
part of this Agreement.
B.CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
C.In the event of any inconsistency among the documents described in Paragraphs
Agreement No. 19-254
4th June
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One (1) A and 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 Sacramento’s RFP,
and 3) to the CONTRACTOR’s response to the RFP. A copy of Sacramento’s RFP and the
CONTRACTOR’s response shall be retained and made available during the term of this Agreement by
COUNTY’s Department of Social Services, hereinafter referred to as COUNTY’s DSS.
D. CONTRACTOR shall provide services pursuant to the fee-for-service costs detailed
in Exhibit B, Rates by Service, attached hereto and by this reference incorporated herein.
2.TERM
The term of this Agreement shall commence on July 1, 2019 through and including June 30,
2022. This Agreement may be extended for one (1) additional consecutive 60-month period upon the
approval of both parties no later than thirty (30) days prior to the first day of the extension period. The
COUNTY’s DSS Director, or designee, is authorized to execute such written approval on behalf of the
COUNTY based on CONTRACTOR’s satisfactory performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on 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.
B.Breach of Contract - The COUNTY 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
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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.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon thirty (30) days advance written notice of an intention to terminate the Agreement..
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
Rates by Service. During the potential 8 year term of this Agreement, in no event shall actual services
performed under this Agreement be in excess of Twenty-Eight Million, Eight Hundred Thousand and
No/100 Dollars ($28,800,000). It is understood that all expenses incidental to CONTRACTOR'S
performance of services under this Agreement shall be borne by CONTRACTOR.
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’s DSS. If CONTRACTOR should fail to comply with any provision of the Agreement, COUNTY
shall be relieved of its obligation for further compensation. All final claims 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.
CONTRACTOR and COUNTY acknowledge that at the time of execution of this Agreement,
CONTRACTOR holds COUNTY’s postage deposit account in the amount of Two Hundred Forty
Thousand and No/Dollars ($240,000), less any recently incurred unpaid postage expenditures. Upon
execution of this Agreement CONTRACTOR shall invoice and COUNTY shall pay an additional One
Hundred Thirty-Five Thousand and No/Dollars ($135,000) to increase the postage account balance to
Three Hundred Seventy-Five Thousand and No/Dollars ($375,000). CONTRACTOR shall maintain the
postage deposit account for COUNTY’s postage needs throughout the term of this Agreement.
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CONTRACTOR shall invoice COUNTY monthly for actual postage used. Upon COUNTY’s payment of
an invoice for actual postage used, the payment shall be applied to COUNTY’s deposit account for
COUNTY’s continuing postage needs. All postage reserve funds will be reconciled monthly and reported
to COUNTY in a mutually agreed upon report. All postage reserve funds will be carried forward into
each term and refunded in full to the COUNTY at the termination of this Agreement.
If at any time during the month, the balance of the postage deposit account drops below Fifty
Thousand and No/100 Dollars ($50,000), CONTRACTOR will advise COUNTY and supply COUNTY
with an invoice for postage expended to date for that month as well as all appropriate backup
documentation. COUNTY will expedite the processing of the postage invoice. If this should occur two
months in a row, COUNTY will amend this Agreement to increase the amount in the postage deposit
account by an amount agreed upon by COUNTY and CONTRACTOR. CONTRACTOR will be under no
obligation to perform mailing services without a positive postage balance at the time of mailing.
5.INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for expenditures incurred to provide services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. 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. One or more monthly reports shall accompany each
invoice, providing supporting documentation of the invoiced expenditures, and be in a form and in such
detail as acceptable to the 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
full payment 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 provide services for a period of
ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or 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.
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6.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 the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
CONTRACTOR is performing its 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 the subject
thereof.
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 save 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.
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 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
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bodies which affect the provisions, term, or funding of this Agreement in any manner.
8.NON-ASSIGNMENT
CONTRACTOR shall not assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the COUNTY or COUNTY’s DSS Director
or designee. 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 the 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.
9.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY 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’s fees and
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.
10.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
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liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include
any auto used in connection with this Agreement.
C.Professional Liability
Professional Liability Insurance with Technology Errors and Omissions with limits of not less
than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E.Cyber Liability
Cyber Liability Insurance, including errors and omissions, identity theft, information security,
and privacy injury liability coverage shall include but is not limited to: 1. Third party injury or damage
(including loss or corruption of data) arising from a negligent act, error or omission, or a data breach.
2.Defense, indemnity, and legal costs associated with regulatory breach (including HIPAA), negligence, or
breach of contract. 3. Administrative expenses for forensic expenses and legal services. 4. Crisis
management expenses for printing, advertising, mailing of materials, and travel costs of crisis management
firm, including notification expenses. 5. Identity event service expenses for identity theft education,
assistance, credit file monitoring to mitigate effects of personal identity event, and post-event services.
Limit of Cyber Liability Insurance shall be no less than Two Million Dollars ($2,000,000) per
occurrence or claim, Two Million Dollars ($2,000,000) aggregate.
F.Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
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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.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement 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 additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
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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 CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
CONTRACTOR 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
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.CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
Dollars ($100,000), CONTRACTOR shall comply with all applicable standards, orders or requirements
issued under the Clear Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in 33
U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these
laws and regulations, CONTRACTOR shall assure:
A.No facility shall be utilized in the performance of the Agreement that has been listed on
the Environmental Protection Agency (EPA) list of Violating Facilities;
B.COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
Violating Facilities;
C.COUNTY and U.S. EPA shall be notified about any known violation of the above laws
and regulations; and
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D.This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.
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 CONTRACTOR is a recipient of Federal
funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to notify
COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
CONTRACTOR attests to the best of its knowledge and belief, that it and its principals:
1.Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency; and
2.Shall not knowingly enter into any covered transaction with an entity or person
who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction.
B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C. CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
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D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in excess
of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://www.sam.gov/SAM/.
16.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; 45 CFR Sections 205.50 et.
seq., and the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures
Manual, Section 2H. In addition, all services performed by CONTRACTOR under this Agreement shall also
be in conformance with (1) the DHCS Medi-Cal Privacy and Security Agreement between the California
DHCS and the County of Fresno that is then in effect, which is by this reference incorporated herein and (2)
the Privacy and Security Agreement between the California Department of Social Services (CDSS) and the
County of Fresno that is then in effect, which is by this reference incorporated herein. The current versions
of both the DHCS and CDSS Privacy and Security agreements are available upon request or can be
viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. The purpose of this section is to assure that all
personally identifiable information (PII) concerning program recipients shall be kept confidential and shall
not be opened to examination, publicized, disclosed, or used for any purpose not directly connected with
the administration of the program. CONTRACTOR shall use appropriate administrative, physical, and
technical safeguards to protect program recipients’ personally identifiable information. Upon discovery of a
breach, security incident, intrusion, or unauthorized access, use, or disclosure of program recipients’
personally identifiable information, CONTRACTOR shall immediately report to the COUNTY by calling
(559)600-2300 or E-mailing at dssprivacyofficer@fresnocountyca.gov. CONTRACTOR shall certify that all
employees, agents, officers and subcontractors have received privacy and security training before
accessing any PII and have received refresher training annually that informs them of this contract provision;
and that any person knowingly and intentionally violating this provision is guilty of a misdemeanor.
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17.DATA SECURITY
A CONTRACTOR that enters into a contractual relationship with the COUNTY for the
purpose of providing services must employ adequate controls and data security measures, both internally
and externally to ensure and protect the confidential information and/or data provided to contractor by the
COUNTY, preventing the potential loss, misappropriation or inadvertent access, viewing, use or disclosure
of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations.
CONTRACTOR may not connect to or use COUNTY networks/systems via personally
owned mobile, wireless or handheld devices unless authorized by COUNTY for telecommuting purposes
and provide a secure connection; up to date virus protection and mobile devices must have the remote
wipe feature enabled. Computers or computer peripherals including mobile storage devices may not be
used (COUNTY or CONTRACTOR device) or brought in for use into the COUNTY’s system(s) without prior
authorization from COUNTY’s Chief Information Officer and/or designee(s).
CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on any
hard-disk drive, portable storage device or remote storage installation unless encrypted according to
advance encryption standards (AES of 128 bit or higher).
The COUNTY will immediately be notified of any violations, breaches or potential breaches
of security related to COUNTY’s confidential information, data and/or data processing equipment which
stores or processes COUNTY data, internally or externally.
COUNTY shall provide oversight to CONTRACTOR’s response to all incidents arising from
a possible breach of security related to COUNTY’s confidential client information. SUBRECPIENT will be
responsible to issue any notification to affected individuals as required by law or as deemed necessary by
COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a result of
providing the required notification.
18.PROPERTY OF COUNTY
CONTRACTOR agrees to take reasonable and prudent steps to ensure the security of
any and all said hardware and software provided to it by COUNTY under this Agreement, to maintain
replacement-value insurance coverages on said hardware and software of like kind and quality
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approved by COUNTY.
All purchases over Five Thousand Dollars ($5,000) made during the life of this
Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
Fresno County DSS Accounting Inventory Number. These fixed assets shall be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
physically present when fixed assets are returned to COUNTY possession at the termination or
expiration of this Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
19.SINGLE AUDIT CLAUSE
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or
more in Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit in
accordance with the requirements of the Single Audit Standards as set forth in Office of Management and
Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit said audit
and management letter to COUNTY. The audit 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. CONTRACTOR agrees to take action to correct any material non-
compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY’s DSS,
Administration, for review within nine (9) months of the end of any fiscal year in which funds were expended
and/or received for the program. Failure to perform the requisite audit functions as required by this
Agreement may result in COUNTY performing the necessary audit tasks, or at COUNTY’s option,
contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to enter
into future agreements with CONTRACTOR. All audit costs related to this Agreement are the sole
responsibility of CONTRACTOR.
B.A single audit report is not applicable if all CONTRACTOR’s Federal contracts do not
exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’s funding is
through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be performed and a
program audit report with management letter shall be submitted by CONTRACTOR to COUNTY as a
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minimum requirement to attest to CONTRACTOR’s solvency. Said audit report shall be delivered to
COUNTY’s DSS, Accounting Office, for review no later than nine (9) months after the close of the fiscal
year in which the funds supplied through this Agreement are expended. Failure to comply with this Act may
result in COUNTY performing the necessary audit tasks or contracting with a qualified accountant to
perform said audit. All audit costs related to this Agreement are the sole responsibility of CONTRACTOR
who agrees to take corrective action to eliminate any material noncompliance or weakness found as a
result of such audit. Audit work performed by COUNTY under this paragraph shall be billed to the
CONTRACTOR at COUNTY cost, as determined by COUNTY’s Auditor-Controller/Treasurer-Tax
Collector.
C.CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other pending
matters, whichever is later.
20.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONT RACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (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
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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.
21. STATE ENERGY CONSERVATION
CONTRACTOR must comply with the mandatory standard and policies relating to energy
efficiency which are contain in the State Energy Conservation Plan issued in compliance with 42 United
States (US) Code sections 6321, et. seq.
22. 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.
23. 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 Eric Bambury, CEO Department of Social Services Document Fulfillment Services
P.O. Box 1912 2930 Ramona Avenue, Suite 100 Fresno, CA 93718-1912 Sacramento, CA 95826
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,
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
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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).
24. GOVERNING LAW
Venue for any action arising out of or related to 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.
25. 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.
26. LOBBYING AND POLITICAL ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for
any political activity or to further the election or defeat of any candidate for public office.
27. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
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Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
28.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
29.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding 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
2 first hereinabove written.
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CONTRACTOR:
BIT CALIFORNIA, LLC. dba DOCUMENT
FULFI ENT SERVICES
Title: President
By:h»i::3
Print Name: Eric Bambury
Title: Secretary
Mailing Address:
2930 Ramona Ave, Suite 100
Phone No: (916) 374-9002
Contact: Eric Bambury, CEO
20 FOR ACCOUNTING USE ONLY:
21 Fund/Subclass: 0001/10000
ORG No.: 56107004 / 56107001
22 Account No.: 7295 I 7268
23 DEN:jk
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COUNTY OF FRESNO
~¥=f)
Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: ~ct,.L.JU,hb.-
1
"""> ....l!CJ~~--
Deputy ---0
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Exhibit A
Page 1 of 5
SUMMARY OF SERVICES
ORGANIZATION: BIT California LLC dba Document Fulfillment Services
SERVICE ADDRESS: 2930 Ramona Ave, Suite 100
Sacramento, CA 95826
SERVICES: Social Services Printing & Mailing
TELEPHONE: (916) 374-9002
CONTACT: Deanna Dockter
EMAIL: ddockter@dfsmail.com
A. DESCRIPTION OF SERVICES
BIT California LLC, dba Document Fulfillment Services (CONTRACTOR) shall provide
client correspondence printing and mailing services for the County of Fresno
Department of Social Services (COUNTY). Systems which generate files for client
correspondence include, but are not limited to: CalWIN and the Ventura Automated
Collections System (VACS).
CONTRACTOR shall work with COUNTY and any COUNTY vendor, as necessary, to
provide printing and mailing services. Some print jobs will be delivered in a batch
process on a daily, weekly, or monthly basis. At the COUNTY’s request,
CONTRACTOR shall work with COUNTY to print and mail miscellaneous jobs
requested by COUNTY and based on files provided by COUNTY or another entity.
There are various types of periodic client correspondence that will be printed and mailed
out to clients under this Agreement. CONTRACTOR shall use the most economic and
efficient process to print and mail correspondence.
B. CONTRACTOR’S RESPONSIBILITIES
1. File types received as source files for the duration of this contract include, but are
not limited to, PCL5 and PDF. If a file format is requested outside those
mentioned prior, COUNTY will work with CONTRACTOR to determine a mutually
appropriate implementation timeline.
2. The files CONTRACTOR receives are typically pre-formatted. COUNTY
understands that CONTRACTOR needs to modify each piece to insert objects on
the document to automate the mailing process. For example, adding barcodes
for tracking or key line information for internal quality control.
Exhibit A
Page 2 of 5
3. Documents may be submitted to CONTRACTOR as either simplex (printing on
one side) or duplex (printing on both sides). Duplex is defined as laser printing
(imaging) done to both sides of a sheet. Duplex printing implies two images per
sheet passing through the printer, even if toner is only applied to one side of the
sheet. Duplex and simplex printing cannot be mixed. Simplex is defined as laser
printing (imaging) done on the front side of a sheet. Simplex and duplex printing
cannot be mixed.
4. CONTRACTOR will utilize materials that are most efficient for mail automation
and postage discounts based on job type. CONTRACTOR will create a daily
summary file of printed correspondence. The file shall contain information as
selected by the COUNTY from the metadata in the batch print file. The file shall
be in a mutually agreed upon file format and sent to the COUNTY via SFTP or
placed on CONTRACTOR's secure SFTP site for pickup by the COUNTY.
5. CONTRACTOR or COUNTY may update transmission methods with updates in
technology during the contract period. These changes must be communicated
with the CONTRACTOR or COUNTY as quickly as possible, preferably prior to,
but no later than 10 business days after changes occur.
6. CONTRACTOR shall charge the correct postage amount and apply the date of
mailing to each mail piece based on the weight and agreed upon USPS
automation rate category. USPS will periodically change postage amounts and
automation rate categories; upon USPS implementation dates, Contractor shall
apply the new postage amounts to each mail piece based on the weight and
agreed upon USPS automation rate categories.
CONTRACTOR shall apply postage using a meter or permit and apply the date
of mailing on the envelope; CONTRACTOR shall be reimbursed for meter or
permit postage mail at the 3-digit, AADC automation rate, or similar rate. If USPS
postage rate categories change in the future, CONTRACTOR and COUNTY will
work together to determine the closest postage rate category to the current
category. Postal permit numbers supplied by the individual COUNTY are used for
all return envelopes.
The most current automation postage rates are located at https://pe.usps.com. It
is understood that as USPS postal rates change, the postage rates for this
contract will also change and will be located at the referenced website.
7. Inserts
a) Offline Inserts shall be defined as correspondence previously printed and
folded with the intention of being placed in an envelope as the completed
product is being inserted. This will be charged as an insert by machine
charge.
b) Offline Pre-Printed Inserts shall be defined where CONTRACTOR performs
the printing of the insert prior, and separately inserts the document into the
Exhibit A
Page 3 of 5
completed product. This will be charged at the per image pricing for printing,
plus the "inserting by machine" fee as referenced in Exhibit B.
c) Inline Inserts shall be defined as correspondence that is printed Inline with,
and as a part of, the CalWIN or other welfare data management system
documents. These will be charged the per image pricing for printing only.
d) Minimum Requirement for Inserts
Most correspondence will be printed on 8.5" X 11" plain white 20# paper
stock. The text may be of varying length, printed on both sides of the paper,
and possibly ten or more pages. Page size can be no smaller than 8.5" X 11"
and no larger than 8.5" by 14". A standard piece (two pages, mailing and
return envelopes), without additional inserts, should weigh only slightly more
than 1/2- ounce. Documents of varying sizes may need to be inserted into the
same envelope. Paper should be close to 20# stock, OCR readable with
recycled content. "Printed on recycled paper" shall be printed on all recycled-
content paper and envelopes. Mailing envelopes should include pre-printed
return address, postal indicia and glassine address windows. If applicable,
COUNTY-specified TDD/TTY phone number shall be visible on the front side
of the outgoing envelope whether it is printed on the envelope itself or shows
through the glassine address window.
There are also once monthly print jobs that create renewal packets for several
Social Services programs. These packets may contain between 50 and 100
images each. These are usually mailed in a 9"x12" envelope with a 6.5"x 9.5"
return envelope.
8. The price per image for printing and mailing for each image must include the cost
of materials (paper, envelopes, etc.) and cost of processing (pickup/courier
service, receiving and batching data, printing, folding, inserting, presorting,
delivery to the United States Postal Service [USPS], etc.). The price per image
will equal to processing and printing one-side of a printed page, and one (1) each
outgoing and remit envelope per completed mail piece. The price per image will
be subjected to sales tax at the rate where it is produced.
9. Service Levels - Jobs are to be broken into three (3) Service Level Categories:
a) Daily – Files of this type must be received for mailing services by
CONTRACTOR no later than 6 AM Pacific Time for same day mailing.
b) Monthly or Periodic – The COUNTY may, from time to time, submit print files
for processing but expect CONTRACTOR to refrain from mailing until a date
in the future.
c) Special – These jobs are for any type of mailing not defined above. The
requests for this type of job will be made in writing from the COUNTY to
CONTRACTOR. CONTRACTOR will attach the request as source
documentation when invoicing.
Exhibit A
Page 4 of 5
d) COUNTY understands that mailing does not occur when the United States
Post Office is closed, nor is mailing performed on any Federal holidays.
10. Quality Control Measures
Quality control must be inherent in the process. Duplicated, missing and
misprinted documents and inserts and other errors must be identified and
remedied before mailing. Mail must be received by USPS that night for next day
mailing. Any errors or variation must be reported to the COUNTY immediately. A
report including the date and time items were mailed, the unique batch identifier,
the number of documents printed, items mailed, inserts included, and postage
used will be sent to the COUNTY daily at the completion of the process.
11. Automated Processes and Tracking
Errors not remedied by CONTRACTOR'S quality control, involving 100 or more
pieces from a single mailing, will incur a penalty credit in favor of the COUNTY in
the amount of $.05 per letter plus reimbursement of any printing and postage
paid by the COUNTY for the subject pieces. This will include client
correspondence mailed after the target mailing date. CONTRACTOR must be
USPS CASS certified to ensure address cleansing and correction capability, and
comply with the Intelligent Mail Barcode requirements. Letters shall be bar-coded
and sorted for the best carrier route and delivery point available to maximize
postage rate discounts.
12. Mail Addressed to COUNTY’s P.O. Box
If requested by COUNTY, CONTRACTOR will process all batch file processes
related to COUNTY’s P.O. Box electronically so that no physical printing and
mailing products, and associated costs, are created. CONTRACTOR will charge
a per PDF page cost to create PDF copies of client correspondence and
collateral documents with corresponding indexing data by day and by addressee.
13. Miscellaneous
There will be circumstances in which special print, mailing, and document
processing jobs will be needed by COUNTY that are not defined in this summary
of services. These requests will be made in writing by the COUNTY to the
CONTRACTOR. The CONTRACTOR will include these written requests when
invoicing for the services, based on agreed upon costs.
14. Meeting Industry Standards
CONTRACTOR shall meet related industry standards when providing services
outlined in this scope of services in the following areas, but not limited to,
receiving data and processing for USPS, mail piece specifications, letter size and
weight of standard letter with envelopes, and reading and processing of the
current welfare data management vendor original source files.
15. CONTRACTOR shall provide back-up information to support the billing for each
invoice. Documentation supporting all printing and postage expenses must be
presented in a mutually agreed upon file format with mutually agreed upon detail.
Exhibit A
Page 5 of 5
16. CONTRACTOR’s records relating to this Agreement will be made available upon
request for inspection by COUNTY.
17. CONTRACTOR shall maintain five years of back up material for all expenses
submitted for reimbursement on the electronic claim form.
18. CONTRACTOR shall retain source files and output data for 90 days from file
submission from the current CalWIN or other welfare data management system
vendor.
19. Evaluation
COUNTY may, at any time, evaluate this program. Adequate notice shall be
given to CONTRACTOR of such action, and CONTRACTOR shall be given
opportunities to participate and respond in the evaluation process.
Exhibit B
Rates by Service
VENDOR: BIT California, LLC d.b.a. Document Fulfillment Services (CONTRACTOR)
MAXIMUM COMPENSATION: $28,800,000
TERM: July 1, 2019 to June 30, 2022
July 1, 2022 to June 30, 2027 (optional)
Service
Unit of
Measure
Unit Price
thru 6/30/2022
Unit Price
after 6/30/2022
Initial Set-up Charge for PCL5 or PDF Files each no charge no charge
Black & White Printing of PCL5 or PDF Files per image $ 0.03195 $ 0.03370
Collateral Material Printing per image $ 0.03195 $ 0.03370
Inline Variable Full Color Printing per image $ 0.03960 $ 0.04120
Inserting by Machine each $ 0.00700 $ 0.00700
Inserting by Hand each $ 0.02000 $ 0.02000
Folding Supplied Material each $ 0.01000 $ 0.01000
IT Changes / Enhancements per hour $ 85.00000 $ 85.00000
Extracting, Indexing, and FTP for Mail
Addressed to COUNTY’s P.O. Box per image $ 0.02200 $ 0.02200
CASS/NCOA Processing Fee per Record per record $ 0.00600 $ 0.00600
Online Archival per image $ 0.00200 $ 0.00200
Online View & Retrieval per document $ 0.01000 $ 0.01000
Postage each at USPS rate at USPS rate
ERRORS: Errors not remedied by CONTRACTOR'S quality control, involving 100 or more pieces from a
single mailing, will incur a penalty credit in favor of the COUNTY in the amount of $.05 per letter plus
reimbursement of any printing and postage paid by the COUNTY for the subject pieces. This will include
client correspondence mailed after the target mailing date.
POSTAGE DEPOSIT ACCOUNT (PDA): After the first month of service under this Agreement, the PDA
balance will be $375,000 — which equates to three months of postage costs plus an additional 25% to
account for postage rate increases and potential increases in caseload size. CONTRACTOR shall advise
COUNTY when PDA balance drops below $50,000.
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
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).
Exhibit C
Page 1 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: