HomeMy WebLinkAboutAgreement A-22-175 with Syracuse University.pdf Agreement No. 22-175
PERSONAL SERVICES AGREEMENT BETWEEN
SYRACUSE UNIVERSITY AND THE COUNTY OF FRESNO
This Agreement is made by and between the County of Fresno, a political subdivision of the
State of California, (hereinafter "County") and Syracuse University, on behalf of its Burton Blatt
Institute (hereinafter "UNIVERSITY"). County and UNIVERSITY being collectively referred
to as the "Parties" and each individually a "Party."
In consideration of the mutual covenants and conditions set forth in this Agreement, the
parties agree as follows:
1_0 GENERAL DESCRIPTION.
1.01 The County hereby engages UNIVERSITY to perform, and UNIVERSITY hereby
agrees to perform, the services described in Exhibit A, Statement of Work, in
conformity with the terms of this Agreement. The goods and/or services are generally
described as follows:
1.02 The Psychiatric Advance Directives Project (PADS), a multi-county collaborative mental
health services act innovation project in the State of California, will engage UNIVERSITY,
whose Burton Blatt Institute has expertise in the field of evaluation, disability rights,
technology, and legislative efforts at the request of counties may assist in the development
and implementation of the PADS Project. Professor Peter Blanck, PhD., J.D. of the Burton
Blatt Institute will lead these efforts on behalf of the UNIVERSITY. In addition,
UNIVERSITY will provide fiscal and administrative support and oversight of PADS
UNIVERSITY subcontractors and/or consultants.
2_0 PAYMENT PROVISIONS.
2.01 County shall pay the UNIVERSITY in accordance with the payment provisions set forth in
Exhibit A subject to the limitations set forth in this Agreement.
3_0 TERM OF AGREEMENT.
3.01 The term of this Agreement is effective upon execution to June 30,2025 unless sooner
terminated pursuant to the terms of this Agreement. This Agreement is of no force or
effect until signed by both UNIVERSITY and County and with County signing last,
and UNIVERSITY may not commence work before County signs this Agreement.
4_0 SCOPE OF SERVICES AND ADDITIONAL PROVISIONS.
4.01 The following attached exhibit is incorporated herein by reference and constitute a
part of this Agreement: Exhibit A, Statement of Work, which includes the
following components: 1) Scope of Services, 2)Approved Budget, including budget
detail and budget narrative, and 3) Payment Terms.
5_0 PERFORMANCE STANDARDS,
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5.01 UNIVERSITY provides reasonable assurance that UNIVERSITY and
UNIVERSITY's agents, employees, and subcontractors performing services
under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under
this Agreement and,to the best of its knowledge, are not employees of the County,
or immediate family of an employee of the County.
5.02 UNIVERSITY, its agents, employees, and subcontractors shall perform all work
in a safe and skillful manner and in compliance with all applicable laws and
regulations. All work performed under this Agreement that is required by law to
be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03 UNIVERSITY shall furnish, at its own expense, all materials, equipment, and
personnel necessary to carry out the terms of this Agreement, except as
otherwise specified in this Agreement. UNIVERSITY shall not use County
premises, property (including equipment, instruments, or supplies) or personnel
for any purpose other than in the performance of its obligations under this
Agreement.
6_0 PAYMENT CONDITIONS.
6.01 Prices shall remain firm for the initial term of the Agreement and, thereafter, may
be adjusted annually as provided in Paragraph 6.02. In no event shall the
maximum amount payable under this Agreement exceed $863,087.
6.02 Negotiations for rate changes shall be commenced, by UNIVERSITY, a
minimum of ninety days (90) prior to the expiration of the Agreement. Rate
changes are not binding unless mutually agreed upon in writing by the County
and the UNIVERSITY.
6.03 UNIVERSITY shall submit such invoice not more frequently than monthly, but at
least quarterly, or at the completion of services, but in any event, not later than 60
days after completion of services.
6.04 UNIVERSITY's invoice shall be on a form approved or supplied by County and provide
such information as is required by County. Payments to UNIVERSITY should be released
by County no later than thirty (30) calendar days after receipt of the correctly completed
invoice.
6.05 All invoices to County shall be supported, at UNIVERSITY, by source documentation
including, but not limited to, ledgers, journals, time sheets, invoices, bank statements,
canceled checks,receipts, receiving records and records of services will be provided upon
request.
6.06 County may withhold or delay any payment if UNIVERSITY fails to comply with any
provision of the Contract.
6.07 County shall not reimburse UNIVERSITY for services provided beyond the expiration
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and/or termination of the Contract, except as may otherwise be provided under the
Contract, or specifically agreed upon in a subsequent Contract.
6.08 Payment Terms specific to the services provided by the UNIVERSITY are located in
Exhibit A, Statement of Work, of this Agreement. To the extent inconsistency exists
between Article 6.0, Payment Conditions, and Exhibit A Payment Terms of this
Agreement, the Payment Terms of Exhibit A shall prevail in the order of precedence.
7_0 TERMINATION.
7.01 During the term of this Agreement, either Party may terminate the Agreement with cause,
with 30 calendar days written prior notice to the other Party. "Cause" shall include, but is
not limited to, the failure of UNIVERSITY to perform the required services in a manner
materially inconsistent with this Agreement. In the event of termination for cause,the Party
alleged to be in failure of performance shall have 20 calendar days from the date of notice
to cure the stated failure in performance ("Cure Period"). To the extent a longer period of
cure may be reasonably necessary,the Parties may agree to extend the Cure Period beyond
the initial 20 calendar days. If the Party fails to cure the breach within the Cure Period, or
its extension as applicable, the Agreement shall be deemed terminated as of the date the
Cure Period expires.
7.02 In the event of termination for cause by County, the amount payable to UNIVERSITY
under this Agreement shall be reduced in proportion to the services provided, including
non-cancelable commitments, prior to the date of termination. In the event of termination
for cause, the County may proceed with the work in any manner which the County deems
proper. Any costs incurred by and/or owed to the County as a result of the termination for
cause, including procuring a new provider to complete the Agreement, shall be deducted
from any sum due the UNIVERSITY under this Agreement.
7.03 The County reserves the right to terminate this Agreement without cause upon 30 calendar
days prior written notice to UNIVERSITY. In the event of such a termination, the
UNIVERSITY shall be paid for all work performed, all costs incurred, and all non-
cancelable commitments in place up to and including the date of termination. The
UNIVERSITY may terminate this Agreement without cause in the event of the departure
from employment of UNIVERSITY key personnel, such that UNIVERSITY would no
longer possess the expertise to complete the services hereunder.
7.04 The County's payments to UNIVERSITY under this Agreement are funded by local, state
and federal governments. If funds from local, state and federal sources are not obtained
and continued at a level sufficient to allow for the County's purchase of the indicated
quantity of services,then the County may give written notice of this fact to UNIVERSITY,
and the obligations of the Parties under this Agreement shall terminate immediately, or on
such date thereafter as the County may specify in its notice, unless in the meanwhile the
parties enter into a written amendment modifying this Agreement. In the event of such a
termination, County shall pay UNIVERSITY for all services provided and any non-
cancelable commitments made prior to the date of termination.
8_0 INDEMNIFICATION.
8.01 UNIVERSITY shall indemnify, defend with counsel approved in writing by County,
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and hold harmless the County, its officers, agents, and employees from and against
any and all third-party claims, liabilities and losses arising out of or related to the
UNIVERSITY's negligence or more culpable conduct in connection with the
UNIVERSITY's performance of work under this Agreement (including damages to
property and injuries to or death of persons, court costs, and reasonable attorneys'
fees),unless such claims,liabilities, or losses arise out of the sole negligence or willful
misconduct of the County.
9_0 INSURANCE REQUIREMENTS.
9.01 Evidence of Coverage:
Prior to commencement of this Agreement, the UNIVERSITY shall provide a
"Certificate of Insurance" or evidence of self-insurance certifying that all coverage and
endorsements as required herein has been obtained. Individual endorsements executed
by the insurance carrier shall accompany the certificate.
UNIVERSITY agrees to keep such insurance coverage, Certificates of Insurance,
evidence of self-insurance and endorsements on deposit with the County during the
entire term of this Contract. In addition, all subcontractors performing work on behalf
of UNIVERSITY pursuant to this Contract shall obtain insurance subject to the same
terms and conditions as set forth herein for UNIVERSITY.
UNIVERSITY shall ensure that all subcontractors performing work on behalf of
UNIVERSITY pursuant to this Contract shall be covered under UNIVERSITY's
insurance as an Additional Insured or maintain insurance subject to the same terms and
conditions as set forth herein for UNIVERSITY. UNIVERSITY shall not allow
subcontractors to work if subcontractors have less than the level of coverage required
by County from UNIVERSITY under this Contract. It is the obligation of
UNIVERSITY to provide notice of the insurance requirements to every subcontractor
and to receive proof of insurance prior to allowing any subcontractor to begin work.
Such proof of insurance must be maintained by UNIVERSITY through the entirety of
this Contract for inspection by County representative(s) at any reasonable time.
This verification of coverage shall be sent to the County's Contracts/Purchasing
Department unless otherwise directed. The UNIVERSITY shall not receive a "Notice
to Proceed" with the work under this Agreement until it has obtained all insurance
required and the County has approved such insurance. This approval of insurance shall
neither relieve nor decrease the liability of the UNIVERSITY.
9.02 Qualifying Insurers:
All coverages, except surety, shall be issued by companies which hold a current policy
holder's alphabetic and financial size category rating of not less than A-VIII, according
to the current A.M. Best's Key Rating Guide or a company of equal financial stability.
If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office
of Risk Management retains the right to approve or reject a carrier after a review of the
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company's performance and financial ratings.
9.03 Insurance Coverage Reguirements: Without limiting UNIVERSITY's duty to indemnify,
UNIVERSITY shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance or self-insurance with the following minimum limits of liability:
Commercial General Liability Insurance. including but not limited to
premises and operations, including coverage for Bodily Injury and Property
Damage, Personal Injury, Contractual Liability, Broad form Property Damage,
Independent Contractors, Products and Completed Operations,with a combined
single limit for Bodily Injury and Property Damage of not less than $1,000,000
per occurrence.
Professional Liability Insurance, $1,000,000 per claims made with $1,000,000
aggregate.
Workers' Compensation Insurance. if UNIVERSITY employs others in the
performance of this Agreement, in accordance with California Labor Code
section 3700 and with Employer' s Liability limits not less than$1,000,000 each
person, $1,000,000 each accident and $1,000,000 each disease.
9.04 Other Requirements:
All insurance required by this Agreement shall be with a company acceptable to the
County and issued and executed by an admitted insurer authorized to transact
Insurance business in the State of California. Unless otherwise specified by this
Agreement, all such insurance shall be written on an occurrence basis, or, if the policy
is not written on an occurrence basis, such policy with the coverage required herein
shall continue in effect for a period of three years following the date UNIVERSITY
completes its performance of services under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at
least thirty days in advance of any endorsed reduction in coverage or limit cancellation
or intended non-renewal thereof. UNIVERSITY shall notify County in writing within
thirty ten(10)days for non-payment of premium and provide a copy of the cancellation
notice to County. Failure to provide written notice of cancellation may constitute a
material breach of the Contract,upon which the County may suspend or terminate this
Contract.
Each policy shall provide coverage for UNIVERSITY and additional insureds with
respect to claims arising from each subcontractor, if any, performing work under this
Agreement, or be accompanied by a certificate of insurance from each subcontractor
showing each subcontractor has identical insurance coverage to the above
requirements. Commercial general liability shall provide an endorsement naming the
County of Fresno, its elected and appointed officials, officers, agents, and employees
as Additional Insureds or provide blanket coverage, which will state AS REQUIRED
BY WRITTEN CONTRACT with respect to liability arising out of the
UNIVERSITY's work, including ongoing and completed operations and shall further
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provide that such insurance is primary. Any insurance or self-insurance maintained by
the County shall be excess and non-contributing. and that the insurance of the
Additional Insureds shall not be called upon to contribute to a loss covered by the
UNIVERSITY'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem
with CG 20 37 10 01 (2000) or a form at least as broad. The required endorsement for
primary non-contributing is ISO form CG 20 0104 13, or a form at least as broad.
The Workers' Compensation policy shall contain a waiver of subrogation endorsement
waiving all rights of subrogation against the County of Fresno, its elected and
appointed officials, officers, agents and employees or provide blanket coverage,which
will state AS REQUIRED BY WRITTEN CONTRACT.
All insurance policies required by this Contract shall waive all rights of subrogation
against the County of Fresno, its elected and appointed officials, officers, agents and
employees when acting within the scope of their appointment or employment.
The Commercial General Liability policy shall contain a severability of interests clause
also known as a"separation of insureds" clause (standard in the ISO CG 0001 policy).
Prior to the execution of this Agreement by the County, UNIVERSITY shall file
certificates of insurance with the County's contract administrator and County's
Contracts/Purchasing Division, showing that the UNIVERSITY has in effect the
insurance required by this Agreement. The UNIVERSITY shall file a new or amended
certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file.
Acceptance or approval of insurance shall in no way modify or change the
indemnification clause in this Agreement,which shall continue in full force and effect.
UNIVERSITY shall at all times during the term of this Agreement maintain in force
the insurance coverage required under this Agreement and shall send, without demand
by County, annual certificates to County's Contract Administrator and County's
Contracts/Purchasing Division. If the certificate is not received by the expiration date,
County shall notify UNIVERSITY and UNIVERSITY shall have five business days
to send in the certificate, evidencing no lapse in coverage during the interim. Failure
by UNIVERSITY to maintain such insurance is a default of this Agreement, which
entitles County, at its sole discretion, to terminate this Agreement immediately.
All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance.
Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars
($50,000) shall specifically be approved by the County's Risk Manager, or designee,upon
review of University's current audited financial report. If University's SIR is approved,
University, in addition to, and without limitation of, any other indemnity provision(s) in
this Agreement, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and
all liability, claim, demand or suit resulting from University's, its agents,
employee's or subcontractor's performance of this Agreement, University shall
defend the County at its sole cost and expense with counsel approved by Board of
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Supervisors against same; and
2) University's duty to defend, as stated above, shall be absolute and irrespective of
any duty to indemnify or hold harmless; and
3) The provisions of California Civil Code Section 2860 shall apply to any and all
actions to which the duty to defend stated above applies, and the University's SIR
provision shall be interpreted as though the Agreement was an insurer and the
County was the insured.
County expressly retains the right to require Contractor to increase or decrease insurance
of any of the above insurance types throughout the term of this Contract. Any increase or
decrease in insurance will be as deemed by County of Fresno Risk Manager as appropriate
to adequately protect County.
County shall notify Contractor in writing of changes in the insurance requirements. If
Contractor does not deposit copies of acceptable Certificates of Insurance and
endorsements with County incorporating such changes within thirty(30) days of receipt of
such notice, this Contract may be in breach without further notice to Contractor, and
County shall be entitled to all legal remedies.
If the University fails to maintain insurance acceptable to the County for the full term of
this Agreement, the County may terminate this Agreement for cause.
10.0 RECORDS AND CONFIDENTIALITY.
10.01 Confidentialitv. UNIVERSITY and its officers, employees, agents, and
subcontractors shall comply with any and all federal, state, and local laws, which
provide for the confidentiality of records and other information. UNIVERSITY
shall not disclose any confidential records or other confidential information
received from the County or prepared in connection with the performance of this
Agreement unless County specifically permits UNIVERSITY to disclose such
records or information, provided, however, that UNIVERSITY may make any
disclosures required by and law and respond to a subpoena lawfully issued by a
court of competent jurisdiction. UNIVERSITY shall promptly transmit to County
any and all requests for disclosure of any such confidential records or information.
UNIVERSITY shall not use any confidential information gained by
UNIVERSITY in the performance of this Agreement except for the sole purpose
of carrying out UNIVERSITY's obligations under this Agreement.
10.02 County Records. When this Agreement expires or terminates UNIVERSITY shall
upon County's request,return to County any County records which UNIVERSITY
used or received from County to perform services under this Agreement.
10.03 Maintenance of Records. UNIVERSITY shall prepare, maintain, and preserve all
reports and records that may be required by federal, state and County rules and
regulations related to services performed under this Agreement. UNIVERSITY
shall maintain such records for a period of at least three years after receipt of final
payment under this Agreement. If any litigation, claim, negotiation, audit
exception or other action relating to this Agreement is pending at the end of the
three year period, then UNIVERSITY shall retain said records until such action is
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resolved.
10.04 Access to and Audit of Records. With reasonable prior written notice, and at times
during UNIVERSITY's normal business hours, the County shall have the right to
examine, monitor and audit those records, documents, conditions and activities of
the UNIVERSITY and its subcontractors that are directly related to services
provided under this Agreement. Pursuant to Government Code section 8546.7, if
this Agreement involves the expenditure of public funds in excess of$10,000, the
Parties to this Agreement may be subject, at the request of the County or as part
of any audit of the County, to the examination and audit of the State Auditor
pertaining to matters connected with the performance of this Agreement for a
period of three years after final payment under the Agreement.
10.05 Royalties and Inventions. County shall have a royalty-free, non-exclusive and
irrevocable license to reproduce, publish, and use, and authorize others to do so,
all original computer programs, writings, sound recordings, pictorial
reproductions, drawings, and other works of similar nature produced by
UNIVERSITY under this Agreement. UNIVERSITY shall not publish any
material containing any confidential information the County disclosed in
connection with this Agreement without the prior written approval of County.
11.0 NON-DISCRIMINATION.
11.01 Non-Discrimination. In the performance of this Contract,UNIVERSITY agrees that it will
comply with the requirements of Section 1735 of the California Labor Code and not engage
nor permit any subcontractors to engage in discrimination in employment of persons
because of the race, religious creed, color, national origin, ancestry, physical disability,
mental disability,medical condition,marital status, or sex of such persons. UNIVERSITY
acknowledges that a violation of this provision shall subject UNIVERSITY to penalties
pursuant to Section 1741 of the California Labor Code.
12.0 COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANTS.
12.01 If this Agreement has been or will be funded with monies received by the County
pursuant to a contract with the state or federal government in which the County is the
grantee, UNIVERSITY will comply with all the provisions of said contract, to the
extent applicable to UNIVERSITY as a subgrantee under said contract and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein.
Upon request, County will deliver a copy of said contract to UNIVERSITY, at no
cost to UNIVERSITY.
13.0 INDEPENDENT CONTRACTOR.
13.01 In the performance of work, duties, and obligations under this Agreement,
UNIVERSITY is at all times acting and performing as an independent contractor and
not as an employee of the County. No offer or obligation of permanent employment
with the County or particular County department or agency is intended in any manner,
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and UNIVERSITY shall not become entitled by virtue of this Agreement to receive
from County any form of employee benefits including but not limited to sick leave,
vacation, retirement benefits, workers' compensation coverage, insurance or disability
benefits. UNIVERSITY shall be solely liable for and obligated to pay directly all
applicable taxes including federal and state income taxes and social security, arising
out of UNIVERSITY's performance of this Agreement. In connection therewith,
UNIVERSITY shall defend, indemnify, and hold County harmless from any and all
liability which County may incur because of UNIVERSITY' s failure to pay such
taxes.
14.0 NOTICES.
14.01 Notices required under this Agreement shall be delivered personally or by first-class,
postage pre-paid mail to the County and UNIVERSITY' S contract administrators at the
addresses listed below:
FOR COUNTY FOR UNIVERSITY
Director, Behavioral Health Stuart Taub, Director
1925 E Dakota Ave. 211 Lyman Hall
Fresno, CA 93704 Syracuse,NY 13244
559-600-9193 315-443-9356
15.0 MISCELLANEOUS PROVISIONS.
UNIVERSITY shall exercise reasonable care and diligence to prevent any actions or
conditions that could result in a conflict with County interests. In addition to UNIVERSITY,
this obligation shall apply to UNIVERSITY's employees, agents, and subcontractors
associated with the provision of goods and services provided under this Agreement.
UNIVERSITY's efforts shall include, but not be limited to establishing rules and procedures
preventing its employees, agents, and subcontractors from providing or offering gifts,
entertainment,payments, loans or other considerations which could be deemed to influence or
appear to influence County staff or elected officers in the performance of their duties.
15.01 Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived
and no breach excused, unless such waiver or consent shall be in writing and signed by the
Party claimed to have waived or consented. Any consent by any Parry to, or waiver of, a
breach by the other, whether express or implied, shall not constitute consent to, waiver of, or
excuse for any other different or subsequent breach.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in
writing signed by the County and the UNIVERSITY.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and
signed by the County and the UNIVERSITY. A waiver of any of the terms and conditions
of this Agreement shall not be construed as a waiver of any other terms or conditions in this
Agreement.
15.04 UNIVERSITY. The term "UNIVERSITY" as used in this Agreement includes
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UNIVERSITY's officers, agents and employees acting on UNIVERSITY's behalf in the
performance of this Agreement.
15.05 Dispute Resolution. Any dispute or disagreement among the Parties in relation to this
Agreement(a"Dispute") shall initially be referred to senior representatives of each Parry with
authority to resolve such Dispute,who shall use good faith efforts to resolve such Dispute. In
the event that the parties' representatives are unable to resolve a Dispute pursuant to the
foregoing sentence within thirty (30) days, before resorting to any other legal remedy (other
than provisional equitable remedies such as temporary injunction and/or restraining order),
the parties shall attempt in good faith to resolve any such controversy or claim by mediation
before and in compliance with the rules established by any mutually acceptable alternative
dispute resolution organization, including, but not limited to the CPR Institute for Dispute
Resolution ("CPR"). If the matter has not been resolved by mediation within sixty (60) days
of the commencement of such procedure (which period may be extended by mutual
agreement), either party may seek relief in a court of competent jurisdiction.
15.06 Successors and Assignment. The terms,covenants, and conditions contained herein shall apply
to and bind the heirs, successors, executors, administrators and assigns of the Parties.
Furthermore,neither the performance of this Contract nor any portion thereof may be assigned
by UNIVERSITY without the express written consent of County. Any attempt by
UNIVERSITY to assign the performance or any portion thereof of this Contract without the
express written consent of County shall be invalid and shall constitute a breach of this Contract.
15.07 Compliance with Apalicable Law. The parties shall comply with all applicable federal,
state, and local laws and regulations in performing this Agreement.
15.08 Headings. The headings are for convenience only and shall not be used to interpret the
terms of this Agreement.
15.09 Time is of the Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15.11 Governing This Agreement shall be governed by and interpreted under the laws of
the State of California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and
UNIVERSITY expressly reserve the right to contract with other entities for the same or similar
services.
15.13 Construction of Agreement. The County and UNIVERSITY agree that each Party has fully
participated in the review and revision of this Agreement and that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
Agreement.
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15.15 Authority. Any individual executing this Agreement on behalf of the County, or the
UNIVERSITY represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the patty to the terms and conditions of
this Agreement.
15.16 Inte ram This Agreement, including the exhibits, represent the entire Agreement between
the County and the UNIVERSITY with respect to the subject matter of this Agreement and
shall supersede all prior negotiations, representations, or agreements, either written or oral,
between the County and the UNIVERSITY as of the effective date of this Agreement which
is the date that the County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. Except for Article 6.00 Payment Provisions, where
Exhibit A Payment Terms shall prevail, in the event of any conflict or inconsistency between
any other provisions of this Agreement and the Provisions of any exhibit or other attachment
to this Agreement, the provisions of this Agreement shall prevail and control.
15.18 Force Ma'ei ure. The UNIVERSITY will not be liable for any failure or delay in performing its
obligations under this Agreement due to any cause, event or circumstance beyond its or its
subcontractors' reasonable control, including without limitation, acts of God, riots, war,
terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of public utilities
or internet service providers, natural catastrophes, governmental acts or omissions or fire.
County acknowledges and agrees that COVID-19 is and shall continue to be a force majeure
event to the extent that any law, regulation, governmental order, quarantine requirement or
health or safety concern affects the UNIVERSITY's or its subcontractors' ability to perform
the services set forth in this Agreement.
15.19 Severability. If any term, covenant, condition or provision of this Contract is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby.
15.20 Debarment. UNIVERSITY shall certify that neither UNIVERSITY nor its principles are
presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from
participation in the transaction by any federal department or agency. Where UNIVERSITY
as the recipient of federal funds,is unable to certify to any of the statements in the certification,
UNIVERSITY must include an explanation with their bid/proposal. Debarment, pending
debarment, declared ineligibility or voluntary exclusion from participation by any federal
department or agency may result in the bid/proposal being deemed non-responsible.
15.21 Lobbying: On best information and belief, UNIVERSITY certifies no federal appropriated
funds have been paid or will be paid by, or on behalf of, UNIVERSITY to any person for
influencing or attempting to influence an officer or employee of Congress; or an employee of
a member of Congress in connection with the awarding of any federal contract, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative
agreement.
15.22 Taxes. Unless otherwise provided herein or by law, price quoted does not include California
state sales or use tax. Out-of-state contractors shall indicate California Board of Equalization
permit number and sales permit number on invoices, if California sales tax is added and
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collectable. If no permit numbers are shown, sales tax will be deducted from payment. The
Auditor-Controller will then pay use tax directly to the State of California in lieu of payment
of sales tax to the UNIVERSITY.
15.23 Patent/Cogvright Materials/Proprietary Infringement. Unless otherwise expressly provided in
this Contract, UNIVERSITY shall be solely responsible for clearing the right to use any
patented or copyrighted materials in the performance of this Contract. UNIVERSITY warrants
that any software as modified through services provided hereunder will not infringe upon or
violate any patent, proprietary right, or trade secret right of any third party. UNIVERSITY
agrees that, in accordance with the more specific requirement contained in Section 8, above, it
shall indemnify, defend and hold County and County Indemnitees harmless from any and all
such infringement claims.
15.24 Changes UNIVERSITY shall make no changes in the work or perform any additional work
without the County's specific written approval.
15.25 Change of Ownership/Name. Litigation Status. Conflicts with County Interests.
UNIVERSITY agrees that if there is a change or transfer in ownership of UNIVERSITY's
business prior to completion of this Contract, and the County agrees to an assignment of the
Contract, the new owners shall be required under the terms of sale or other instruments of
transfer to assume UNIVERSITY's duties and obligations contained in this Contract, and
complete them to the satisfaction of the County.
In addition, UNIVERSITY has the duty to notify the County in writing of any change in the
UNIVERSITY's status with respect to name changes that do not require an assignment of the
Contract. The UNIVERSITY is also obligated to notify the County in writing if the
UNIVERSITY becomes a party to any litigation against the County, or a party to litigation that
may reasonably affect the UNIVERSITY's performance under the Contract, as well as any
potential conflicts of interest between UNIVERSITY and County that may arise prior to or
during the period of Contract performance. While UNIVERSITY will be required to provide
this information without prompting from the County any time there is a change in
UNIVERSITY's name,conflict of interest or litigation status,UNIVERSITY must also provide
an update to the County of its status in these areas whenever requested by the County.
The UNIVERSITY shall exercise reasonable care and diligence to prevent any actions or
conditions that could result in a conflict with County interests. In addition to the
UNIVERSITY, this obligation shall apply to the UNIVERSITY's employees, agents, and
subcontractors associated with the provision of goods and services provided under this
Contract. The UNIVERSITY's efforts shall include, but not be limited to establishing rules
and procedures preventing its employees, agents, and subcontractors from providing or
offering gifts, entertainment, payments, loans or other considerations which could be deemed
to influence or appear to influence County staff or elected officers in the performance of their
duties.
15.26 Compliance with Laws. UNIVERSITY represents and warrants that services to be provided
under this Contract shall materially comply, at UNIVERSITY's expense, with all, laws,
statutes, restrictions, ordinances, , and regulations (collectively "laws"), including, but not
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limited to those issued by County in its governmental capacity and all other laws applicable to
the services at the time services are provided to and accepted by County. Contractor
acknowledges that County is relying on UNIVERSITY to ensure such compliance, and
pursuant to the requirements of paragraph 8.0. UNIVERSITY agrees that it shall defend,
indemnify and hold County and County Indemnitees harmless from all liability,damages,costs
and expenses arising from or related to a violation of such laws.
1527 Attorney Fees. In any action or proceeding to enforce or interpret any provision of this
Contract, each Party shall bear their own attorney's fees, costs and expenses.
1528 Interpretation. This Contract has been negotiated at arm's length and between persons
sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each
Party had been represented by experienced and knowledgeable independent legal counsel of
their own choosing or has knowingly declined to seek such counsel despite being encouraged
and given the opportunity to do so. Each Party further acknowledges that they have not been
influenced to any extent whatsoever in executing this Contract by any other Party hereto or by
any person representing them, or both. Accordingly, any rule or law (including California
Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities
in this Contract against the Party that has drafted it is not applicable and is waived. The
provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of
the Parties and this Contract.
15.29 Employee Eli ig bility Verification. The UNIVERSITY warrants that it fully complies with all
Federal and State statutes and regulations regarding the employment of aliens and others and
that all its employees performing work under this Contract meet the citizenship or alien status
requirement set forth in Federal statutes and regulations. The UNIVERSITY shall obtain,from
all employees performing work hereunder, all verification and other documentation of
employment eligibility status required by Federal or State statutes and regulations including,
but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq.,
as they currently exist and as they may be hereafter amended. The UNIVERSITY shall retain
all such documentation for all covered employees for the period prescribed by the law. The
UNIVERSITY shall indemnify and hold harmless the County, its agents, officers, and
employees from employer sanctions and any other liability which may be assessed against the
UNIVERSITY or the County or both in connection with any alleged violation of any Federal
or State statutes or regulations pertaining to the eligibility for employment of any persons
performing work under this Contract.
15.30 COUNTERPARTS/ELECTRONIC,FACSIMILE,AND PDF SIGNATURES.This agreement may be
executed in any number of counterparts, each of which will be an original, but all of which together
will constitute one instrument. Each Party of this agreement agrees to the use of electronic signatures,
such as digital signatures that meet the requirements of the California Uniform Electronic Transactions
Act ("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this agreement. The Parties
further agree that the electronic signatures of the Parties included in this agreement are intended to
authenticate this writing and to have the same force and effect as manual signatures. Electronic
signature means an electronic sound, symbol, or process attached to or logically associated with an
electronic record and executed or adopted by a person with the intent to sign the electronic record
pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic
signature for transactions and contracts among Parties in California, including a government agency.
Digital signature means an electronic identifier, created by computer, intended by the party using it to
have the same force and effect as the use of a manual signature,and shall be reasonably relied upon by
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the Parties.For purposes of this section,a digital signature is a type of"electronic signature"as defined
in subdivision(i) of Section 1633.2 of the Civil Code. Facsimile signatures or signatures transmitted
via pdf document shall be treated as originals for all purposes.
--------------------This section left blank intentionally----------------
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16.0 SIGNATURE PAGE.
IN WITNESS WHEREOF, County and UNIVERSITY have executed this Agreement as of the
day and year written below.
C `UNXL
F FRESNO SYRACUS IVERSITY
By: By:
Brian Pacheco Ramesh Ra na
Chairman of the Board of Supervisors Interim Vice President for Research
of the County of Fresno
Date: 04/12/2022
Date: 6 -3 —,2 y A;t
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By:
Deputy
Date: .S— 3 a o z
Approved as to Form:
By:
Date:
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Exhibit A
Statement of Work
Psychiatric Advanced Directives (PADs)
Mental Health Services Act INNovations Project Activities in
Fresno County, California
I. SCOPE OF WORK
A. With assistance and approval from the Multi- County PADs approved Project Manager, BBI will
engage multiple subcontracts on the County's behalf and provide oversight of Subcontractors' budgets
and invoices including approved direct and indirect costs. The administrative staff of BBI(under the
direction of Ms. Foote and in coordination with the Project Manager) will provide detailed first level of
oversight for all financial transactions of the project. All related operational, legal, fiscal activities are
coordinated with departments of SU Offices of Sponsored Programs and Sponsored Accounting,
Human Resources, Payroll, Purchasing, Disbursements and Information Technology Services. These
activities include:
• Review of Subcontracts with outside parties to ensure completeness, accuracy, and conformity with
County policies and applicable California State and Federal regulations.
• Review of Subcontracts to ensure alignment with the Approved MHSA PADs INNovation project
dated June 24, 2021.
• Background vetting and checks of potential vendors.
• Obtaining and issuing required tax forms.
• Review of invoices for accuracy and compliance and within the scope of the project.
• Ensure that payments to vendors made accurately and timely.
IL APPROVED BUDGET, BUDGET NARRATIVE, AND PAYMENT TERMS
A. Operating Costs
1. Direct Operating Costs include salary and fringe costs for personnel and related travel costs to
accomplish the objectives as described above.
Peter Blanck, Ph.D., J.D., Principal Investigator will provide his time as in-kind to the project
during academic months to direct oversight of all project activities.
Jonathan Martinis, J.D., Esq., will serve as Co-Project Director and subject matter expert in an
advisory capacity.
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A Project Coordinator(TBD) will provide detailed first level of oversight for all financial
transactions of the project and coordinate with SU departments to ensure fiscal activities are in
compliance with all applicable regulations, and all required forms are obtained and filed.
Direct Operating Costs are budgeted at$11,811 in Year 1, $21,455 in Year 2, and $21,793 in Year
3 for a three-year total of$55,059.
2. Indirect Operating Costs are generally calculated in accordance with Syracuse University's
federally negotiated indirect cost rate agreement (Department of Health and Human Services,
effective 05/21/2021), which is currently 26% of modified total direct costs (MTDC) for other, off-
campus activities.
For this proposal, Syracuse University (BBI) is applying a reduced rate of 9% of modified
total direct costs (MTDC)per the requirement.
Indirect Costs are budgeted at $11,944 in Year 1, $2,300 in Year 2, and $1,961 in Year 3 for a
three-year total of$16,205.
B. Subcontract Costs include the direct and indirect costs for the following activities. The proposed
Subcontractor for each activity is subject to change at the discretion of the County.
1. Project Management—the budget for case management and full project oversight is $51,478
in Year 1, $51,479 in Year 2, and $51,478 in Year 3 for a three-year total of$154,435. The
currently proposed Project Manager Contractor is Concepts Forward Consulting.
2. PAD Training—the total budget for training in PADs,participation in stakeholder discussion,
county technical assistance, legislation expertise,personnel stipends and PADs presentations is
$20,895 in each of the three years of the project for a total of$62,685. The currently proposed
PAD Training Contractor is Laurie Hallmark.
3. Evaluation—the evaluation activities are budgeted at $43,234 in Year 1, $43,234 in Year 2, and
$43,235 in Year 3 for a three-year total of$129,703. The currently proposed Evaluation
contractor is RAND Corporation.
4. Media/Marketing—contractor costs to provide expert consultation with stakeholders and
create a statewide platform to educate about PADs are budgeted at $35,000 in each of the three
years of the project for a three-year total of$105,000. The currently proposed Media/Marketing
contractor is Idea Engineering.
5. Technology Platform—contractor costs to develop a secure,private and accessible PADs
technology platform are $113,334 in the first year and$113,333 in years two and three of the
project for a total of$340,000. The currently proposed Technology Platform contractor is
Chorus.
Total costs for Subcontracts are $263,941 in each of the three years of the project for a three-year total
of$791,823.
III. APPROVED BUDGET: BUDGET SUMMARY
PERSONNEL COSTS(salaries,wages, FY 21/22 FY 22/23 FY 23/24 FY 24/25 TOTAL
benefits)
1. Salaries
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2. Direct Costs
3. Indirect Costs
4. Total Personnel Costs $
OPERATING COSTS*
5. Direct Costs 11,811 21,455 21,793 0 $55,059
6. Indirect Costs 11,944 2,300 1,961 0 $16,205
7. Total Operating Costs 23,755 23,755 23,754 0 $71,264
NON-RECURRING COSTS (equipment,
technology)
8.
9.
10. Total non-recurring costs
CONSULTANT COSTS/CONTRACTS
(clinical,training,facilitator,
evaluation)
11a. Project Management 51,478 51,479 51,478 0 $154,435
11b. PAD Trainer 20,895 20,895 20,895 0 $62,685
11c. Evaluation 43,234 43,234 43,235 0 $129,703
11d. Media/Marketing 35,000 35,000 35,000 0 $105,000
11e. Tech-Platform Stakeholder 113,334 113,333 113,333 0 $340,000
Engagement
13. Total Consultant Costs 263,941 263,941 263,941 0 $791,823
OTHER EXPENDITURES (please
explain in budget narrative)
14. Direct Costs
15. Indirect Costs
16. Total Other Expenditures $
BUDGET TOTALS
Personnel (total of line 1) $
Direct Costs (add lines 2, 5, and 11 0
from above) 275,752 285,396 285,734 $846,882
Indirect Costs(add lines 3, 6, and 12 0
from above) 11,944 2,300 1,961 $16,205
Non-recurring costs (total of line 10)
Other Expenditures(total of line 16) 1 $
TOTAL INNOVATION BUDGET 287,696 287,696 287,695 0 $863,087
IV. PAYMENT TERMS: COST REIMBURSEMENT
It is agreed to and understood by the Parties that the University shall be reimbursed for all costs incurred
in connection with this project up to the amount of$863,087 (the "Project Cost") as established by the
Statement of Work and Approved Budget in this Exhibit A. It is estimated that the amount designated as
the Project Cost is sufficient to support Project expenses. Unspent budgeted funding is automatically
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carried forward to the next budget year and available for project expenditure without the need for County
prior approval unless in the final year.
Reimbursement shall be made by the County upon receipt of itemized invoices. Each invoice must
reference the County account number. Invoices shall be submitted in the first quarter of each Fiscal Year,
with the exception of the invoice for FY 2021-2022, which will be submitted upon execution of the
agreement. The County shall remit all funds to the University by the end of Fiscal Year 23-24 in
accordance with the County's approved Innovation Plan timeline..
The County shall not be liable for any payment in excess of the Project Cost unless this Agreement
Exhibit A is modified in writing. Within sixty(60) days after the termination of this Agreement the
University shall submit a final financial report setting forth costs incurred.
Checks shall be made payable to `Syracuse University' and shall be sent to:
Syracuse University
Bursar's Office
Attn: Director, Sponsored Accounting
119 Bowne Hall
Syracuse,NY 13244
Email: contacct@syr.edu
Tel: 315-443-2089
For the purposes of identification, each payment shall include the title of the project and the name of the
Principal Investigator.
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FOR FRESNO COUNTY ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
Organization: 56304790($863,087.00)
Account/Program: 7295/0
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