HomeMy WebLinkAboutAgreement A-22-488 with Focus Forward for Foster Youth Superivsion.pdf Agreement No. 22-488
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 25t" day of October , 2022, by and between
3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", and FOCUS FORWARD, a California non-profit public benefit corporation , whose address is
5 3333 E. American Avenue, Fresno, CA 93725, hereinafter referred to as "CONTRACTOR."
6 WITNESSETH:
7 WHEREAS, COUNTY, through its Department of Social Services (DSS) is in need of after-hours
8 and weekend supervision services for youth who are in the care or jurisdiction of DSS; and
9 WHEREAS, CONTRACTOR is willing and is able to provide supervision services to effectively meet
10 DSS needs; and
11 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
12 contained, the parties hereto agree as follows:
13 1. CONTRACTOR'S SERVICES
14 CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of Services,
15 attached hereto and incorporated herein by this reference.
16 CONTRACTOR shall provide specified services and activities pursuant to the staffing patterns
17 and program expenses detailed in Exhibit B, Budget Summary, attached hereto and incorporated herein
18 by this reference.
19 CONTRACTOR represents it is qualified, ready, willing, and able to perform all of the services
20 provided in this Agreement.
21 CONTRACTOR shall, at its own cost, comply with all applicable federal, state, and local laws
22 and regulations in the performance of its obligations under this Agreement, including but not limited to
23 workers compensation, labor, and confidentiality laws and regulations.
24 This Agreement does not grant to CONTRACTOR any right to control or exclusively possess all
25 or any portion of any COUNTY facility and at any time authorized COUNTY staff may enter COUNTY
26 facilities where CONTRACTOR is providing services.
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1 2. TERM
2 The term of this Agreement shall commence on November 1, 2022, and shall remain in effect
3 through June 30, 2023. This Agreement may be extended for three additional twelve (12) month periods
4 upon approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12)
5 month period. The Director of the Department of Social Services (DSS) or his or her designee is
6 authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR's
7 satisfactory performance. The extension of this Agreement by COUNTY is not a waiver or compromise
8 of any default or breach of this Agreement by CONTRACTOR existing at the time of the extension
9 whether or not known to COUNTY.
10 3. TERMINATION
11 A. Non-Allocation of Funds
12 The terms of this Agreement, and the services to be provided hereunder, are contingent on the
13 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the
14 services provided may be modified, or this Agreement terminated, at any time by giving the
15 CONTRACTOR thirty (30) days advance written notice.
16 B. Breach of Contract
17 The COUNTY may suspend or terminate this Agreement in whole or in part, where in the
18 determination of the COUNTY there is:
19 1) An illegal or improper use of funds;
20 2) A failure to comply with any term of this Agreement;
21 3) A substantially incorrect or incomplete report submitted to the COUNTY; or
22 4) An improper performance of any obligations under this Agreement.
23 Upon determining that one of the events described in subdivisions B.1), B.2), B.3), and/or B.4),
24 immediately above has occurred, COUNTY may give written notice of the breach to CONTRACTOR.
25 The written notice may suspend performance under this Agreement and must provide at least 30 days
26 for CONTRACTOR to cure the breach.
27 If CONTRACTOR fails to cure the breach to COUNTY's satisfaction within the time stated in the
28 written notice, COUNTY may terminate this Agreement immediately.
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1 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
2 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
3 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach
4 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
5 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
6 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
7 shall promptly refund any such funds upon demand.
8 Any termination of this Agreement by the COUNTY under this Section Three (3) is without
9 penalty to or further obligation of the COUNTY. This Section Three (3) survives the termination of this
10 Agreement.
11 C. Without Cause
12 Under circumstances other than those set forth above, this Agreement may be terminated by
13 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days
14 advance written notice of an intention to terminate this Agreement.
15 4. COMPENSATION
16 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
17 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with the Exhibit B,
18 Budget Summary.
19 In no event shall compensation paid for services performed under this Agreement be in excess
20 of One Million Two Hundred Twenty Thousand Five Hundred Sixty and No/100 Dollars ($1,220,560.00)
21 during the term of this Agreement.
22 The maximum compensation payable to the contractor under this Agreement for
23 the period of November 1, 2022 through June 30, 2023, shall not exceed Two Hundred Twenty-One
24 Thousand Nine Hundred Twenty and No/100 Dollars ($221,920).
25 If performance standards are met and this Agreement is extended for an additional twelve (12)
26 month period pursuant to Section 2 of this Agreement, then in no event shall the maximum
27 compensation payable to the CONTRACTOR under this Agreement for the period of July 1, 2023,
28 through June 30, 2024, exceed Three Hundred Thirty-Two Thousand Eight Hundred Eighty and No/100
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1 Dollars ($332,880.00).
2 If performance standards are met and this Agreement is extended for an additional twelve (12)
3 month period pursuant to Section 2 of this Agreement, then in no event shall the maximum
4 compensation payable to the CONTRACTOR under this Agreement for the period of July 1, 2024,
5 through June 30, 2025, exceed Three Hundred Thirty-Two Thousand Eight Hundred Eighty and No/100
6 Dollars ($332,880.00).
7 If performance standards are met and this Agreement is extended for an additional twelve (12)
8 month period pursuant to Section 2 of this Agreement, then in no event shall the maximum
9 compensation payable to the CONTRACTOR under this Agreement for the period of July 1, 2025,
10 through June 30, 2026, exceed Three Hundred Thirty-Two Thousand Eight Hundred Eighty and No/100
11 Dollars ($332,880.00).
12 It is understood that all expenses incidental to CONTRACTOR'S performance of services under this
13 Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with any provision of
14 the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation
15 which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall
16 automatically revert to COUNTY.
17 CONTRACTOR acknowledges that COUNTY is a local government entity and does so with notice
18 that the COUNTY's powers are limited by the California Constitution and by State law, and with notice that
19 CONTRACTOR may receive compensation under this Agreement only for services performed according to
20 the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount
21 payable under this Section. CONTRACTOR further acknowledges that COUNTY's employees have no
22 authority to pay CONTRACTOR except as expressly provided in this Agreement.
23 The services provided by the CONTRACTOR under this Agreement are funded in whole or in part
24 by the State of California and the United States Federal government. In the event that funding for these
25 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
26 CONTRACTOR. The amount of the deferred payment shall not exceed the amount of funding delayed to
27 the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the
28 State Controller's or Federal government's delay of payment to COUNTY plus forty-five (45) days.
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1 5. INVOICING
2 CONTRACTOR shall invoice COUNTY's DSS in arrears by the tenth (10t") of each month for
3 expenditures incurred and services rendered in the previous month to:
4 DSSlnvoices(a-)fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears for actual services
5 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval
6 of CONTRACTOR's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice,
7 reflecting services supported by the invoiced expenditures and be in a form and in such detail as
8 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by CONTRACTOR
9 within sixty (60) days following the final month of services. At the discretion of COUNTY's DSS Director
10 or his/her designee, COUNTY's DSS may deny payment of any invoice received more than sixty (60)
11 days following the final month of services.
12 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is otherwise
13 not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold
14 payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written
15 notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide
16 services for a period of ninety (90) days after written or email notification of an incorrect or improper
17 invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's DSS
18 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this Agreement,
19 pursuant to the termination provisions stated in Section Three (3) of this Agreement.
20 6. MODIFICATION
21 A. Any matters of this Agreement may be modified from time to time by the written
22 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
23 B. CONTRACTOR agrees that reductions to the maximum compensation set forth in
24 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
25 sources. Any such reduction to the maximum compensation may be made with the written approval of
26 COUNTY's DSS Director or designee and CONTRACTOR. CONTRACTOR further understands that
27 this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
28 affect the provisions, term, or funding of this agreement in any manner.
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1 7. INDEPENDENT CONTRACTOR
2 In performance of the work, duties and obligations assumed by CONTRACTOR under this
3 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
4 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
5 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
6 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
7 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
8 work and function. However, COUNTY shall retain the right to verify that CONTRACTOR is performing
9 its obligations in accordance with the terms and conditions of this Agreement.
10 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules
11 and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
12 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
13 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
14 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
15 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
16 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security
17 withholding and all other regulations governing such matters. It is acknowledged that during the term of
18 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to
19 this Agreement.
20 8. INDEMNITY AND DEFENSE
21 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
22 COUNTY, its officers, agents, employees, and volunteers from any and all demands, injuries, damages,
23 costs, expenses (including attorney's fees and costs), fines, penalties, liabilities, claims, and losses of
24 any kind occurring or resulting to COUNTY, CONTRACTOR, or any third party that arise from or relate
25 to the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees, or
26 subcontractors under this Agreement, and from any and all costs and expenses (including attorney's
27 fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
28 corporation who may be injured or damaged by the performance, or failure to perform, of
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1 CONTRACTOR, its officers, agents, or employees under this Agreement. COUNTY may conduct or
2 participate in its own defense without affecting CONTRACTOR's obligation to indemnify and hold
3 harmless or defend the COUNTY.
4 The provisions of this Section Eight (8) shall survive termination of this Agreement.
5 9. INSURANCE
6 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
7 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
8 policies throughout the term of the Agreement:
9 A. Commercial General Liability
10 Commercial General Liability Insurance with limits of not less than Two Million Dollars
11 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
12 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
13 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
14 liability or any other liability insurance deemed necessary because of the nature of this contract.
15 B. Automobile Liability
16 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
17 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
18 used in connection with this Agreement, including both owned and non-owned vehicles.
19 C. Professional Liability
20 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
21 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
22 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR
23 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3)years
24 following the termination of this Agreement, one or more policies of professional liability insurance with
25 limits of coverage as specified herein.
26 D. Worker's Compensation
27 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
28 N
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1 E. Molestation Liability
2 Sexual abuse / molestation liability insurance with limits of not less than Two Million Dollars
3 ($2,000,000) per occurrence, with an annual aggregate of Four Million Dollars ($4,000,000). This policy
4 must be issued on a per occurrence basis.
5 F. Additional Requirements Relating to Insurance
6 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
7 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
8 additional insured, but only insofar as the operations under this Agreement are concerned. Such
9 coverage for additional insured shall apply as primary insurance and any other insurance, or
10 self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and
11 not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall
12 not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
13 COUNTY.
14 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
15 employees any amounts paid by the policy of worker's compensation insurance required by this
16 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
17 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
18 this Section is effective whether or not CONTRACTOR obtains such an endorsement.
19 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
20 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
21 foregoing policies, as required herein, to the County of Fresno,
22 JSSContractlnsurance(aD_fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance
23 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
24 employees will not be responsible for any premiums on the policies; that for such worker's
25 compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its
26 officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
27 invalidate the insurance policy; that such Commercial General Liability insurance names the County of
28 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
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1 insofar as the operations under this Agreement are concerned; that such coverage for additional insured
2 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
3 officers, agents and employees, shall be excess only and not contributing with insurance provided under
4 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
5 minimum of thirty (30) days advance, written notice given to COUNTY.
6 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
7 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
8 Agreement upon the occurrence of such event.
9 All policies shall be issued by admitted insurers licensed to do business in the State of
10 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
11 rating of A FSC VI or better.
12 10. ASSIGNMENT AND SUBCONTRACTS
13 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under
14 this Agreement without the prior written consent of the other party. Any transferee, assignee or
15 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and
16 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the
17 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in
18 writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to
19 any additional compensation than is provided for under this Agreement.
20 11. CONFLICT OF INTEREST
21 No officer, employee or agent of the COUNTY who exercises any function or responsibility for
22 planning and carrying out of the services provided under this Agreement shall have any direct or indirect
23 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be
24 employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the
25 COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of
26 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under
27 this Agreement and any officer, employee or agent of the COUNTY.
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1 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
2 This provision is only applicable if the CONTRACTOR is operating as a corporation or if during
3 the term of the agreement, the CONTRACTOR changes its status to operate as a corporation.
4 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
5 transactions that they are a party to while CONTRACTOR is providing goods or performing services
6 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
7 is a party and in which one or more of its directors has a material financial interest. Members of the
8 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
9 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
10 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
11 transaction or immediately thereafter.
12 13. NON-DISCRIMINATION
13 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents
14 and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or
15 regulation against any employee or applicant for employment, or recipient of services under this
16 Agreement, because of age, ethnic group identification, sex, gender, gender identity, gender expression,
17 sexual orientation, color, physical disability, mental disability, medical condition, national origin, race,
18 ancestry, genetic information, marital status, religion, religious creed, military status, or veteran status.
19 A. Domestic Partners and Gender Identity
20 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies that it complies
21 with Public Contract Code section 10295.3.
22 B. Americans with Disabilities Act
23 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which
24 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
25 issued pursuant to the ADA (42 U.S.C. 12101 et seq.)
26 C. CONTRACTOR shall include the non-discrimination and compliance provisions of this
27 Section in all subcontracts to perform work under this Agreement.
28 HI
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1 14. LIMITED ENGLISH PROFICIENCY
2 CONTRACTOR shall provide interpreting and translation services to persons participating in
3 CONTRACTOR's services who have limited or no English language proficiency, including services to
4 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to
5 allow such participants meaningful access to the programs, services and benefits provided by
6 CONTRACTOR. Interpreter and translation services, including translation of CONTRACTOR's "vital
7 documents" (those documents that contain information that is critical for accessing CONTRACTOR's
8 services or are required by law) shall be provided to participants at no cost to the participant.
9 CONTRACTOR shall ensure that any employees, agents, subcontractors, or partners who interpret or
10 translate for a program participant, or who directly communicate with a program participant in a
11 language other than English, demonstrate proficiency in the participant's language and can effectively
12 communicate any specialized terms and concepts peculiar to CONTRACTOR's services.
13 15. CONFIDENTIALITY AND DATA SECURITY
14 All services performed by CONTRACTOR under this Agreement shall be in strict conformance
15 with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality.
16 For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of
17 COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
18 disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship
19 with COUNTY for the purpose of providing services under this Agreement must employ adequate data
20 security measures to protect the confidential information provided to CONTRACTOR by COUNTY,
21 including but not limited to the following:
22 A. CONTRACTOR-Owned Mobile/Wireless/Handheld Devices may not be
23 connected to COUNTY networks via personally owned mobile, wireless or handheld devices, except
24 when authorized by COUNTY for telecommuting and then only if virus protection software currency
25 agreements are in place, and if a secure connection is used.
26 B. CONTRACTOR-Owned Computers or Computer Peripherals may not be brought
27 into COUNTY for use, including and not limited to mobile storage devices, without prior authorization
28 from COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server
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1 approved by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or
2 another type of secure connection of this type if any data is approved to be transferred.
3 C. COUNTY-Owned Computer Equipment— CONTRACTOR or anyone having an
4 employment relationship with COUNTY may not use COUNTY computers or computer peripherals on
5 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or her
6 designee.
7 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data
8 on any hard-disk drive.
9 E. CONTRACTOR is responsible to employ strict controls to ensure the integrity and
10 security of COUNTY's confidential information and to prevent unauthorized access to data maintained in
11 computer files, program documentation, data processing systems, data files and data processing
12 equipment which stores or processes COUNTY data internally and externally.
13 F. Confidential client information transmitted to one party by the other by means of
14 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
15 BIT or higher. Additionally, a password or pass phrase must be utilized.
16 G. CONTRACTOR is responsible to immediately notify COUNTY of any breaches or
17 potential breaches of security related to COUNTY's confidential information, data maintained in
18 computer files, program documentation, data processing systems, data files and data processing
19 equipment which stores or processes COUNTY data internally or externally.
20 H. CONTRACTOR shall require its subcontractors to comply with the provisions of
21 this Data Security Section.
22 16. CLEAN AIR AND WATER
23 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and
24 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or
25 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal
26 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations,
27 CONTRACTOR shall:
28 A. Assure the COUNTY that no facility shall be utilized in the performance of this
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1 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
2 B. Notify COUNTY prior to execution of this Agreement of the receipt of any
3 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
4 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
5 Violating Facilities;
6 C. Report each violation of the above laws to COUNTY and understand and agree
7 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
8 Emergency Management Agency (FEMA) and the appropriate Environmental Protection
9 Agency Regional Office; and
10 D. Include these requirements in each subcontract exceeding $150,000 financed in
11 whole or in part with federal assistance.
12 17. PROCUREMENT OF RECOVERED MATERIALS
13 In the performance of this Agreement, CONTRACTOR shall comply with Section 6002 of the
14 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
15 requirements of Section 6002 include procuring only items designated in guidelines of the
16 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
17 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
18 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
19 preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall
20 make maximum use of products containing recovered materials that are EPA-designated items unless
21 the product cannot be acquired:
22 i. Competitively within a timeframe providing for compliance with the
23 contract performance schedule;
24 ii. Meeting contract performance requirements; or
25 iii. At a reasonable price.
26 18. DRUG-FREE WORKPLACE REQUIREMENTS
27 For purposes of this Section, CONTRACTOR will be referred to as the "grantee". By drawing
28 funds against this grant award, the grantee is providing the certification that is required by regulations
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1 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations
2 require certification by grantees that they will maintain a drug-free workplace. False certification or
3 violation of the certification shall be grounds for suspension of payments, suspension or termination of
4 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
5 requirements of the Drug-Free Workplace Act of 1990 (California Government Code Section 8350 et
6 seq.).
7 19. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
8 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
9 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
10 Federal assistance funds under the terms of this Agreement. By signing this Agreement,
11 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations,
12 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
13 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its
14 principals:
15 1) Are not presently debarred, suspended, proposed for debarment, declared
16 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
17 agency; and
18 2) Shall not knowingly enter into any lower tier covered transaction with an entity
19 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
20 excluded from participation in this transaction by any Federal department or agency.
21 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
22 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
23 erroneous when made or have become erroneous by reason of changed circumstances
24 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
25 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
26 nature to this Section Nineteen (19) in all lower tier covered transactions and in all solicitations for lower
27 tier covered transactions.
28 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
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1 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
2 debarment status at https://sam.gov/SAM/.
3 E. The certification in Section Nineteen (19) of this Agreement is a material
4 representation of fact upon which COUNTY relied in entering into this Agreement.
5 20. GRIEVANCES
6 CONTRACTOR shall establish procedures for handling client complaints and/or grievances.
7 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
8 such issues when appropriate.
9 21. PROHIBITION ON PUBLICITY
10 None of the funds, materials, property or services provided directly or indirectly under this
11 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of
12 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
13 above, publicity of the services described in Section One (1) of this Agreement shall be allowed as
14 necessary to raise public awareness about the availability of such specific services when approved in
15 advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such
16 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
17 related expense(s).
18 22. LOBBYING AND POLITICAL ACTIVITY
19 None of the funds provided under this Agreement shall be used for publicity, lobbying or
20 propaganda purposes designed to support or defeat legislation pending in the Congress of the United
21 States of America or the Legislature of the State of California.
22 CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any
23 political activity or to further the election or defeat of any candidate for public office.
24 23. STATE ENERGY CONSERVATION
25 CONTRACTOR must comply with the mandatory standard and policies relating to energy
26 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42
27 United States (US) Code Sections 6321, et. Seq.
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1 24. FRATERNIZATION
2 CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR'S
3 staff and clients. Such procedures will include provisions for informing CONTRACTOR'S staff and
4 clients regarding fraternization guidelines.
5 25. INTERPRETATION OF LAWS AND REGULATIONS
6 COUNTY reserves the right to make final interpretations or clarifications on issues relating to
7 Federal and State laws and regulations, to ensure compliance.
8 26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
9 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply
10 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
11 policies, procedures, and directives governing projects that utilize State and Federal Funds. This
12 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
13 employment practices, environmental protection, equal opportunity, fair housing, and all other matters
14 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all
15 eligible activities.
16 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required
17 for performing any activities under this Agreement, including those necessary to perform design,
18 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for
19 observing and complying with any applicable federal, state, and local laws, rules, and regulations
20 affecting any such work, specifically those including, but not limited to, environmental protection,
21 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies
22 of permits and approvals to COUNTY upon request.
23 27. CONSISTENT FEDERAL INCOME TAX POSITION.
24 CONTRACTOR acknowledges that the Juvenile Justice Campus at 3333 East American Avenue
25 has been acquired or improved (and is situated on land that has been acquired) using net proceeds of
26 governmental tax-exempt bonds ("Bond-Financed Facility"). CONTRACTOR agrees that, with respect to
27 this Agreement and the Bond-Financed Facility, CONTRACTOR is not entitled to take, and shall not take,
28 any position (also known as a "tax position")with the Internal Revenue Service that is inconsistent with
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1 being a "service provider" to the COUNTY, as a "qualified user" with respect to the Bond-Financed Facility,
2 as "managed property," as all of those terms are used in Internal Revenue Service Revenue Procedure
3 2016-44 and 2017-13, as applicable, and to that end, for example, and not as a limitation, CONTRACTOR
4 agrees that CONTRACTOR shall not, in connection with any federal income tax return that they file with the
5 Internal Revenue Service or any other statement or information that it provides to the Internal Revenue
6 Service, (a) claim ownership, or that it is a lessee, of any portion of the Bond-Financed Facility, or(b) claim
7 any depreciation or amortization (as referenced in Internal Revenue Service Revenue Procedure 2016-44)
8 or amortization deduction (as referenced in Internal Revenue Service Revenue Procedure 2017-13),
9 investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed Facility.
10 28. NO OBLIGATION BY FEDERAL GOVERNMENT
11 The Federal Government is not a party to this contract and is not subject to any obligations or
12 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
13 this Agreement.
14 29. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
15 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
16 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract.
17 30. RECORDS
18 A. Record Establishment and Maintenance
19 CONTRACTOR shall establish and maintain records in accordance with those
20 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
21 CONTRACTOR shall retain all fiscal books, account records and client files for services performed
22 under this Agreement for at least five (5) years from date of final payment under this Agreement or until
23 all State and Federal audits are completed for that fiscal year, whichever is later.
24 B. Cost Documentation
25 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days
26 following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall
27 also furnish to COUNTY such statements, records, data and information as COUNTY may request
28 pertaining to matters covered by this Agreement. In the event that CONTRACTOR fail to provide
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1 reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until
2 compliance is established.
3 2) All costs shall be supported by properly executed payrolls, time records,
4 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this
5 Agreement and they shall be clearly identified and readily accessible. The support documentation must
6 indicate the line budget account number to which the cost is charged.
7 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
8 potential State or Federal audit exception discovered during an examination. Where findings indicate
9 that program requirements are not being met and State or Federal participation in this program may be
10 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of
11 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY's intent to
12 terminate this Agreement.
13 C. Service Documentation
14 CONTRACTOR agree to maintain records to verify services under this Agreement
15 including names and addresses of clients served, if applicable, and the dates of service and a
16 description of services provided on each occasion. These records and any other documents pertaining
17 in whole or in part to this Agreement shall be clearly identified and readily accessible.
18 31. PUBLIC RECORDS
19 The COUNTY is not limited in any manner with respect to its public disclosure of this Agreement
20 or any record or data that the CONTRACTOR may provide to the COUNTY. The COUNTY's public
21 disclosure of this Agreement or any record or data that the CONTRACTOR may provide to the COUNTY
22 may include but is not limited to the following:
23 A. The COUNTY may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental agency.
25 B. The COUNTY may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any record or data that the
27 CONTRACTOR may provide to the COUNTY, unless such disclosure is prohibited by court order.
28 C. This Agreement, and any record or data that the CONTRACTOR may provide to
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1 the COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California Government
2 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with Section 54950).
3 D. This Agreement, and any record or data that the CONTRACTOR may provide to
4 the COUNTY, is subject to public disclosure as a public record under the California Public Records Act
5 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with Section 6250) ("CPRA").
6 E. This Agreement, and any record or data that the CONTRACTOR may provide to
7 the COUNTY, is subject to public disclosure as information concerning the conduct of the people's
8 business of the State of California under California Constitution, Article 1, Section 3, subdivision (b).
9 F. Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the CONTRACTOR may provide to the COUNTY shall be disregarded
11 and have no effect on the COUNTY's right or duty to disclose to the public or governmental agency any
12 such record or data.
13 G. Public Records Act Requests. If the COUNTY receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the CONTRACTOR possession or control, and
15 which the COUNTY has a right, under any provision of this Agreement or applicable law, to possess or
16 control, then the COUNTY may demand, in writing, that the CONTRACTOR deliver to the COUNTY, for
17 purposes of public disclosure, the requested records that may be in the possession or control of the
18 CONTRACTOR. Within five business days after the COUNTY demand, the CONTRACTOR shall (a)
19 deliver to the COUNTY all of the requested records that are in the CONTRACTOR's possession or
20 control, together with a written statement that the CONTRACTOR, after conducting a diligent search,
21 has produced all requested records that are in the CONTRACTOR's possession or control, or (b)
22 provide to the COUNTY a written statement that the CONTRACTOR, after conducting a diligent search,
23 does not possess or control any of the requested records. The CONTRACTOR shall cooperate with the
24 COUNTY with respect to any COUNTY demand for such records. If the CONTRACTOR wishes to
25 assert that any specific record or data is exempt from disclosure under the CPRA or other applicable
26 law, it must deliver the record or data to the COUNTY and assert the exemption by citation to specific
27 legal authority within the written statement that it provides to the COUNTY under this section. The
28 CONTRACTOR's assertion of any exemption from disclosure is not binding on the COUNTY, but the
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1 COUNTY will give at least 10 days' advance written notice to the CONTRACTOR before disclosing any
2 record subject to the CONTRACTOR's assertion of exemption from disclosure. The CONTRACTOR
3 shall indemnify the COUNTY for any court-ordered award of costs or attorney's fees under the CPRA
4 that results from the CONTRACTOR's delay, claim of exemption, failure to produce any such records, or
5 failure to cooperate with the COUNTY with respect to any COUNTY demand for any such records.
6 32. SINGLE AUDIT CLAUSE
7 If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in
8 Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit
9 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
10 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
11 said audit and management letter to COUNTY. The audit must include a statement of findings or a
12 statement that there were no findings. If there were negative findings, CONTRACTOR must include a
13 corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any
14 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
15 COUNTY's DSS, Administration, for review within nine (9) months of the end of any fiscal year in which
16 funds were expended and/or received for the program. Failure to perform the requisite audit functions as
17 required by this Agreement may result in COUNTY performing the necessary audit tasks, or at
18 COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the
19 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this
20 Agreement are the sole responsibility of CONTRACTOR.
21 A. A single audit report is not applicable if all CONTRACTOR's Federal contracts do
22 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR's
23 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
24 performed and a program audit report with management letter shall be submitted by CONTRACTOR to
25 COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said audit report shall be
26 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of
27 the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
28 this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
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1 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
2 CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
3 weakness found as a result of such audit. Audit work performed by COUNTY under this Section shall be
4 billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY's Auditor-
5 Controller/Treasurer-Tax Collector.
6 B. CONTRACTOR shall make available all records and accounts for inspection by
7 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
8 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
9 least three (3) years following final payment under this Agreement or the closure of all other pending
10 matters, whichever is later.
11 33. AUDITS AND INSPECTIONS
12 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
13 deem necessary, make available to the COUNTY for examination all of its records and data with respect
14 to the matters covered by this Agreement, excluding attorney-client privileged communications. The
15 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of
16 such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
17 Agreement.
18 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
19 the examination and audit of the Auditor General for a period of three (3) years after final payment under
20 contract (California Government Code Section 8546.7). This Section survives the termination of this
21 Agreement.
22 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal review
23 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If
24 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result
25 in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
26 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a
27 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTOR's
28 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
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1 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the
2 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion
3 in the determination of fiscal review outcomes, decisions, and actions.
4 34. CHILD SUPPORT COMPLIANCE ACT
5 If this Agreement includes State funding in excess of$100,000, the CONTRACTOR
6 acknowledges in accordance with Public Contract Code 7110, that:
7 A. CONTRACTOR recognizes the importance of child and family support obligations
8 and shall fully comply with all applicable state and federal laws relating to child and family support
9 enforcement, including, but not limited to, disclosure of information and compliance with earnings
10 assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of
11 the Family Code; and
12 B. CONTRACTOR to the best of its knowledge is fully complying with the earnings
13 assignment orders of all employees and is providing the names of all new employees to the New Hire
14 Registry maintained by the California Employment Development Department.
15 35. PRIORITY HIRING CONSIDERATIONS
16 If this Agreement includes State funding and services in excess of$200,000, CONTRACTOR
17 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified
18 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public Contract
19 Code Section 10353.
20 36. CONTRACTOR'S NAME CHANGE
21 An amendment, assignment, or new agreement is required to change the name of
22 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change
23 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
24 prior to approval of said agreement.
25 37. CHILD ABUSE REPORTING
26 CONTRACTOR shall utilize a procedure acceptable to COUNTY to ensure that all of
27 CONTRACTOR'S employees, volunteers, consultants, subcontractor or agents performing services
28 under this Agreement shall report all known or suspected child abuse or neglect to one or more of the
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1 agencies set forth in Penal Code Section 11165.9. This procedure shall include having all of
2 CONTRACTOR'S employees, volunteers, consultants, subcontractors or agents performing services
3 under this Agreement sign a statement that he or she knows of and will comply with the reporting
4 requirements set forth in Penal Code Section 11166. The statement to be utilized by CONTRACTOR is
5 set forth in Exhibit D, attached hereto and by this reference incorporated herein.
6 38. PROPERTY OF COUNTY
7 Any use of COUNTY funds provided under this Agreement, as specified in Exhibit B, for the
8 purchase of computer hardware, software, and printers must be approved by COUNTY prior to
9 purchase and must meet COUNTY specifications. CONTRACTOR agrees to take reasonable and
10 prudent steps to ensure the security of any and all said hardware and software provided to it by
11 COUNTY under this Agreement, and to maintain replacement-value insurance coverages on said
12 hardware and software approved by COUNTY.
13 In addition, all purchases over Five Thousand and No/100 Dollars ($5,000.00) made during the
14 life of this Agreement shall be identified as fixed assets with an assigned COUNTY Accounting Inventory
15 Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this
16 Agreement is terminated or upon expiration of this Agreement. The CONTRACTOR agrees to
17 participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed
18 assets are returned to COUNTY possession at the termination or expiration of this Agreement.
19 CONTRACTOR is responsible for returning to COUNTY all COUNTY owned fixed assets upon the
20 expiration or termination of this Agreement.
21 39. PUBLIC INFORMATION
22 CONTRACTOR shall disclose COUNTY as a funding source in all public information and
23 program materials developed in support of contracted services.
24 40. NOTICES
25 The persons and their addresses having authority to give and receive notices under this Agreement
26 include the following:
27
28
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1 COUNTY CONTRACTOR
2 Director of Social Services Chief Executive Officer
3 County of Fresno Focus Forward
4 P.O. Box 1912 3333 E. American Ave Ste. B
5 Fresno, CA 93717-1912 Fresno, CA 93725
6 Either party may change the information in this Section by giving notice as provided in this Section.
7 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement
8 must be in writing and delivered either by personal service, by first-class United States mail, sr by an
9 overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document
10 Format (PDF) document attached to an email. A notice delivered by personal service is effective upon
11 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
12 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
13 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
14 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
15 day delivery, addressed to the recipient. A notice delivered by telephonic facsimile transmission or by PDF
16 document attached to an email is effective when transmission to the recipient is completed (but, if such
17 transmission is completed outside of COUNTY's business hours, then such delivery is deemed to be
18 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine
19 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in
20 this Section establishes, waives, or modifies any claims presentation requirements or procedures provided
21 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
22 Code, beginning with Section 810).
23 41. CHANGE OF LEADERSHIP/MANAGEMENT
24 In the event of any change in the status of CONTRACTOR's leadership or management,
25 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
26 Such notification shall include any new leader or manager's name and address. "Leadership or
27 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs
28 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
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1 services are provided, or c) has authority over CONTRACTOR's finances.
2 42. NO THIRD PARY BENEFICIARIES
3 This Agreement does not and is not intended to create any rights or obligations for any person or
4 entity except for the parties.
5 43. AUTHORIZED SIGNATURE
6 CONTRACTOR represents and warrants to COUNTY that:
7 (A) CONTRACTOR is duly authorized and empowered to sign and perform its obligations
8 under this Agreement.
9 (B) The individual signing this Agreement on behalf of CONTRACTOR is duly authorized to
10 do so and his or her signature on this Agreement legally binds CONTRACTOR to the terms of this
11 Agreement.
12 44. ELECTRONIC SIGNATURE
13 The parties agree that this Agreement may be executed by electronic signature as provided in
14 this Section. An "electronic signature" means any symbol or process intended by an individual signing
15 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
16 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
17 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
18 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
19 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
20 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
21 that person. The provisions of this Section satisfy the requirements of Civil Code Section 1633.5,
22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
23 beginning with Section 1633.1). Each party using a digital signature represents that it has undertaken
24 and satisfied the requirements of Government Code Section 16.5, subdivision (a), paragraphs (1)
25 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
26 conditioned upon the parties conducting the transactions under it by electronic means and either party
27 may sign this Agreement with an original handwritten signature.
28
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1 45. COUNTERPARTS
2 This Agreement may be signed in counterparts, each of which is an original, and all of which
3 together constitute this Agreement.
4 46. GOVERNING LAW, JURISDICTION, AND VENUE
5 The laws of the State of California govern all matters arising from or related to this Agreement.
6 This Agreement is signed and performed in Fresno County, California. CONTRACTOR consents to
7 California jurisdiction for actions arising from or related to this Agreement, and, subject to the
8 Government Claims Act, all such actions must be brought and maintained in Fresno County.
9 47. NO WAIVER
10 Payment, waiver, or discharge by COUNTY of any liability or obligation of CONTRACTOR under
11 this Agreement on any one or more occasions is not a waiver of performance of any continuing or other
12 obligation of CONTRACTOR and does not prohibit enforcement by COUNTY of any obligation on any
13 other occasion.
14 48. DISPUTES
15 In the event of any dispute, claim, question, or disagreement arising from or relating to this
16 agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
17 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
18 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
19 both parties. During this time, the parties will continue meeting their contract responsibilities. If the
20 parties do not reach such solution within a period of 60 days, then the parties may take whatever action
21 is available to them by law.
22 49. SEVERABILITY
23 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
24 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
25 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
26 terms intended to accomplish the parties' original intent.
27 50. CONSTRUCTION
28 The final form of this Agreement is the result of the parties' combined efforts. If anything in this
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1 Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be
2 resolved by construing the terms of this Agreement against either party.
3 51. DAYS
4 Unless otherwise specified, "days" means calendar days.
5 52. ENTIRE AGREEMENT
6 This Agreement, including its exhibits, constitutes the entire agreement between the
7 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
8 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
9 nature whatsoever unless expressly included in this Agreement. If there is any inconsistency between
10 the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will
11 be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the
12 terms of the exhibits.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2 CONTRACTOR: COUNTY OF FRESNO
3 Focus Forward iL
04,L-
4 Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
5 Print Name: Joanna Litchenberg
6 Title: 11
ChAirman of the Bo rd, or
7 President, or any Vice President
ATTEST:
8 Bernice E. Seidel
9 Clerk of the Board of Supervisors
County of Fresno, State of California
10
11
Print Name: By:
12 Deputy
Title:
13 Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16
17 Mailing Address:
18 3333 E. American Avenue Suite B
19 Fresno, CA 93725
20
Contact: Joanna Litchenberg, Chief Executive Officer
21 Phone No: 559-286-6190
22
23 FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
24 ORG No.: 56107001
25 Account No.: 7870/0
26
SB:cI
27
28
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Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: Focus Forward
ADDRESS: 3333 E. American Ave. Suite B
SERVICES: Supervision of Foster Youth
TELEPHONE: (559) 600-4961
CONTACTS: Joanna Litchenberg, Chief Executive Officer
EMAIL: joannaz@focusforward.org
SUMMARY OF SERVICES
Focus Forward (Contractor) will provide after-hours and weekend supervision of foster
youth and/or youth placed into protective custody. Services are designed to promote
safety of youth while CWS staff identify and secure appropriate placement.
Contractor must have staff available to provide supervision during the core hours/days
identified below. Contractor must ensure staff report to the location identified by County
when requested. Locations for supervision will primarily include University Medical
Center (UMC) Modular (Mod) C at 4445 E. Inyo, Fresno, local hospital settings, and any
county designated location within the Fresno metro area.
CONTRACTOR RESPONSIBILITIES
A) Contractor must have sufficient staff available to provide supervision during the
following core hours/days:
1. Between the hours of 5:00pm and 8:30am Monday through Thursday;
2. All weekend from Friday at 5:00pm through 8:30am the following Monday;
3. All County of Fresno holidays beginning the day before the holiday at 5:00pm
until 8:30am the following workday.
B) Contractor must dispatch and ensure staff report to the location identified by County
within 1 hour of County request for service.
C) Contractor staff must provide verbal/written incident reports of significant events that
occur during supervision.
D) Follow County protocols and policies regarding supervision and care which may
differ depending on the location of supervision and jurisdiction of youth
E) Contractor must provide supervisory support to staff including but not limited to:
1. General guidance/assistance with questions/concerns related to service
provision;
2. Debriefing after critical incidents, as needed; and
3. Encouraging staff self-care.
Exhibit A
Page 2of3
F) Contractor must ensure all staff providing services under this agreement comply with
any health and safety requirements mandated by the County, including but not
limited to, Public Health guidance.
G) Contractor must ensure all staff providing services under this agreement have
completed fingerprinting and passed background checks (DMV, local, State and
Federal criminal records checks). Contractor must ensure staff records are updated
and maintained on a regular basis.
H) Contractor must ensure staff are aware of and follow all applicable Federal, State,
and local laws and regulations relating to Confidentiality.
1) Comply with all training requirements designated by the County
J) Contractor must maintain adequate insurance, as specified in the Agreement.
Additional Responsibilities
UMC Mod C is a licensed Transitional Shelter Care Facility. Staff providing supervision
and care at this location will need to comply with Community Care Licensing
requirements and additional Contractor responsibilities listed below:
A) Comply with health screening and tuberculosis testing requirements set by
Community Care Licensing for Transitional Shelter Care Facilities (TSCF).
B) Comply with all training requirements designated by the County and/or
Community Care Licensing which includes but is not limited to DSS orientation,
care/supervision, emergency intervention, and on-the-job shadowing.
C) Follow UMC Mod C program policies and protocols
D) Staff providing supervision and care of youth at Mod C will be under the direction
of the shelter administrator and/or facility manager.
Vaccination Requirement
Following Public Health Guidance, staff that will be supervising youth must be fully
vaccinated or have a qualified medical reason or religious exemption and ability to meet
testing requirements.
STAFFING LEVELS
Contractor must ensure availability of direct service staff during the core hours
identified. Contractor must ensure alternate staff are available, should there be staff
illness that would prevent provision of the service.
Exhibit A
Page 3of3
COUNTY RESPONSIBILITIES
A. County will promptly call Contractor when a need for supervision arises. County will
ensure gender preference (if needed and appropriate) and requested number of staff
is communicated at the initial call.
B. County will ensure any necessary information is shared with the staff supervising the
youth to ensure the safety and well-being of both the youth and the staff.
C. County will ensure staff providing supervision are aware of the method to contact on-
site County staff and/or security should there be a need for intervention or
emergency assistance.
INVOICING, INSURANCE AND REPORTING
A. Invoicing — Contractor must submit an invoice to DSS on a monthly basis. Invoices
are due by the tenth (10t") of each month for services provided in the previous
month. For example, the first invoice for services provided during the month of
September will be due by October 10th. Invoices should be submitted to:
DSSinvoices(a)-fresnocountyca.gov.
B. Insurance Verification - Contractor must submit required certificates of insurance
and endorsements as stated in the agreement to
DSScontractinsurance(o)_fresnocountyca.gov.
C. Reporting — Written service reports will be required of staff providing supervision.
Written reports are due within 48 hours of service.
Exhibit B
Page 1
BUDGET SUMMARY
Supervision of Foster Youth
Focus Forward
November 1, 2022, to June 30, 2023
July 1, 2023, to June 30, 2024 (Optional)
July 1, 2024, to June 30, 2025 (Optional)
July 1, 2025, to June 30, 2026 (Optional)
RATES
On-Call Rate: $35 per hour for up to 502 hours per month
On-Site Supervision Rate: $50 per hour for up to 125.5 hours a week
Multiple Staff Supervision Rate: $70 per hour
Supplemental Supervision: $80 per hour for above 125.5 hours/week
Contract Period Contract Maximum
November 1, 2022, to June 30, 2023 $221,920
July 1, 2023, to June 30, 2024 $332,880
July 1, 2024, to June 30, 2025 $332,880
July 1, 2025, to June 30, 2026 $332,880
Maximum Compensation for the entire specified period shall not exceed $1,220,560.00.
BUDGET CLARIFICATIONS
The actual quantity of supervision services required may vary each month. The fee
structure is inclusive of all costs associated with the provision of these services
including any operational costs (e.g., insurance, office, facility, travel, HR, finance, and
equipment expenses). No additional compensation will be provided.
Staffing
Program Director (0.75 FTE) — Responsibilities will include management of all aspects
of the services. This includes hiring, training, and supervising staff; coordinating
schedules to meet service needs while complying with HR labor laws; communicating
with DSS staff on critical incidents, concerns, and strategic modifications, as needed;
providing supervision when other staff are sick or otherwise cannot complete their shift;
and all other administrative responsibilities of Focus Forward supervisors. The Program
Director will be responsible for recruiting and hiring a minimum of six reliable on-call, per
diem staff to fulfill the service needs of youth supervision.
Supervision —A minimum of six (6) staff will be hired and utilized for the direct provision
of youth supervision. Maximum need is estimated at 125.5 hours in any given week.
Staff plus the Program Director will be able to cover all shifts needed. Additional staff
Exhibit B
Page 2
will be hired if needed. In extenuating circumstances Focus Forward CEO will be
available to cover youth supervision if necessary.
Clarification of Rates:
• On-Call Rate ($35.00/hour) — Rate charged by the agency for any on-call hours. It is
not charged for hours when supervision is taking place, and it represents a total
charge, not per staff on-call. Focus Forward will not charge, and the County will not
pay, for any "on-call" hours that does not have staff available for supervision.
• Multiple Staff Supervision Rate ($70 per hour) — Rate charged when more than one
staff is supervising, which could be two or more staff, as required.
• Supplemental Supervision: $80 per hour for service above 125.5 hours per week.
The same rate will apply should multiple staff be required.
• Different rates will not be charged simultaneously.
• Any time staff are not providing direct supervision, including travel time to and from
the County facility, only the on-call rate will be charged. The supervision rate applies
when staff report to the location identified by County.
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:
Exhibit D
NOTICE OF CHILD ABUSE REPORTING LAW
The undersigned hereby acknowledges that Penal Code section 11166 and the
contractual obligations between County of Fresno (COUNTY) and Focus Forward
(PROVIDER) related to provision of Foster Youth Supervision services for COUNTY's
identified commercially sexually exploited children and youth at-risk of exploitation,
requires that the undersigned report all known or suspected child abuse or neglect to
one or more of the agencies set forth in Penal Code (P.C.) section (§) 11165.9.
For purposes of the undersigned's child abuse reporting requirements, "child
abuse or neglect" includes physical injury inflicted by other than accidental means upon
a child by another person, sexual abuse as defined in P.C. §11165.1, neglect as defined
in P.C. §11165.2, willful cruelty or unjustifiable punishment as defined in P.C. §11165.3,
and unlawful corporal punishment or injury as defined in P.C. §11165.4.
A child abuse report shall be made whenever the undersigned, in his or her
professional capacity or within the scope of his or her employment, has knowledge of or
observes a child whom the undersigned knows or reasonably suspects has been the
victim of child abuse or neglect. (P.0 §11166.) The child abuse report shall be made to
any police department or sheriff's department (not including a school district police or
security department), or to any county welfare department, including Fresno County
Department of Social Services' 24 Hour CARELINE. (See PC §11165.9.)
For purposes of child abuse reporting, a "reasonable suspicion" means that it is
objectively reasonable for a person to entertain a suspicion, based upon facts that could
cause a reasonable person in a like position, drawing, when appropriate, on his or her
training and experience, to suspect child abuse or neglect. The pregnancy of a child
does not, in and of itself, constitute a basis for reasonable suspicion of sexual abuse.
(P.C. §11166(a)(1).)
Substantial penalties may be imposed for failure to comply with these child abuse
reporting requirements.
Further information and a copy of the law may be obtained from the department
head or designee.
I have read and understand the above statement and agree to comply with the
child abuse reporting requirements.
SIGNATURE DATE
0872fcfx