HomeMy WebLinkAboutAgreement A-22-518 with Foundation.pdf Agreement No. 22-518
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 8t" day of November, 2022, by and between
3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", and CALIFORNIA STATE UNIVERSITY, FRESNO FOUNDATION, a California nonprofit
5 public benefit corporation , whose address is 4910 N. Chestnut Avenue, Fresno, CA 93726, hereinafter
6 referred to as "CONTRACTOR."
7 WITNESSETH:
8 WHEREAS, COUNTY, through its Department of Social Services (DSS) is in need of training and
9 coaching for staff in the DSS Child Welfare Services Division, as described in this agreement; and
10 WHEREAS, CONTRACTOR, through its' Central California Training Academy, maintains the skill
11 and capacity to provide training and coaching to effectively meet the needs of DSS Child Welfare staff; and
12 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
13 contained, the parties hereto agree as follows:
14 1. CONTRACTOR'S SERVICES
15 CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of Services,
16 attached hereto and incorporated herein by this reference.
17 CONTRACTOR shall provide specified services and activities pursuant to the staffing patterns
18 and program expenses detailed in Exhibit B, Budget Summary, attached hereto and incorporated herein
19 by this reference.
20 CONTRACTOR represents it is qualified, ready, willing, and able to perform all of the services
21 provided in this Agreement.
22 CONTRACTOR shall, at its own cost, comply with all applicable federal, state, and local laws
23 and regulations in the performance of its obligations under this Agreement, including but not limited to
24 workers compensation, labor, and confidentiality laws and regulations.
25 2. TERM
26 The term of this Agreement shall be retroactive to October 1, 2022 and shall remain in effect
27 through June 30, 2025. The Director of the Department of Social Services (DSS) or his or her designee
28 is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S
-1-
1 satisfactory performance. The extension of this Agreement by COUNTY is not a waiver or compromise
2 of any default or breach of this Agreement by CONTRACTOR existing at the time of the extension
3 whether or not known to COUNTY.
4 3. TERMINATION
5 A. Non-Allocation of Funds
6 The terms of this Agreement, and the services to be provided hereunder, are contingent on the
7 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the
8 services provided may be modified, or this Agreement terminated, at any time by giving the
9 CONTRACTOR thirty (30) days advance written notice.
10 B. Breach of Contract
11 The COUNTY may suspend or terminate this Agreement in whole or in part, where in the
12 determination of the COUNTY there is:
13 1) An illegal or improper use of funds;
14 2) A failure to comply with any term of this Agreement;
15 3) A substantially incorrect or incomplete report submitted to the COUNTY; or
16 4) An improper performance of any obligations under this Agreement.
17 Upon determining that one of the events described in subdivisions B.1), B.2), B.3), and/or B.4)
18 immediately above, has occurred, COUNTY may give written notice of the breach to CONTRACTOR.
19 The written notice may suspend performance under this Agreement, and must provide at least 30 days
20 for CONTRACTOR to cure the breach.
21 If CONTRACTOR fails to cure the breach to COUNTY's satisfaction within the time stated in the
22 written notice, COUNTY may terminate this Agreement immediately.
23 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
24 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
25 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach
26 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
27 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
28 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
-2-
1 shall promptly refund any such funds upon demand.
2 Any termination of this Agreement by the COUNTY under this Section Three is without penalty to
3 or further obligation of the COUNTY. This Section Three (3) survives the termination of this Agreement.
4 C. Without Cause
5 Under circumstances other than those set forth above, this Agreement may be terminated by
6 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days
7 advance written notice of an intention to terminate this Agreement.
8 4. COMPENSATION
9 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
10 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with the Exhibit B,
11 Budget Summary.
12 In no event shall compensation paid for services performed under this Agreement be in excess of
13 Six Hundred Eighty-Two Thousand Eight Hundred Seventy and no/100 Dollars ($682,870.00) during the
14 term of this Agreement. For the period of October 1, 2022, through June 30, 2023, in no event shall
15 compensation paid for services performed under this agreement be in excess of Two Hundred Eighteen
16 Thousand Five Hundred Ninety and no/100 Dollars ($218,590.00). For the period of July 1, 2023 through
17 June 30, 2024, in no event shall compensation for services performed under this agreement be in excess of
18 Two Hundred Seventy-Seven Thousand Three Hundred Ninety and no/100 Dollars ($277,390.00). For the
19 period of July 1, 2024 through June 30, 2025, in no event shall compensation for services performed under
20 this agreement be in excess of One Hundred Eighty-Six Thousand Eight Hundred Ninety and no/100
21 Dollars ($186,890.00).
22 It is understood that all expenses incidental to CONTRACTOR'S performance of services under this
23 Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with any provision of
24 the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation
25 which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall
26 automatically revert to COUNTY.
27 CONTRACTOR acknowledges that COUNTY is a local government entity, and does so with notice
28 that the COUNTY's powers are limited by the California Constitution and by State law, and with notice that
-3-
1 CONTRACTOR may receive compensation under this Agreement only for services performed according to
2 the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount
3 payable under this section. CONTRACTOR further acknowledges that COUNTY's employees have no
4 authority to pay CONTRACTOR except as expressly provided in this Agreement.
5 The services provided by the CONTRACTOR under this Agreement are funded in whole or in part
6 by the State of California and the United States Federal government. In the event that funding for these
7 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
8 CONTRACTOR. The amount of the deferred payment shall not exceed the amount of funding delayed to
9 the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the
10 State Controller's or Federal government's delay of payment to COUNTY plus forty-five (45) days.
11 5. INVOICING
12 CONTRACTOR shall invoice COUNTY's DSS in arrears by the tenth (10t") of each month for
13 expenditures incurred and services rendered in the previous month to:
14 DSSlnvoices(ab_fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears for actual services
15 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval
16 of CONTRACTOR's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice,
17 reflecting services supported by the invoiced expenditures and be in a form and in such detail as
18 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by CONTRACTOR
19 within sixty (60) days following the final month of services. At the discretion of COUNTY's DSS Director
20 or his/her designee, COUNTY's DSS may deny payment of any invoice received more than sixty (60)
21 days following the final month of services.
22 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is otherwise
23 not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold
24 payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written
25 notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide
26 services for a period of ninety (90) days after written or email notification of an incorrect or improper
27 invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's DSS
28 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this Agreement,
-4-
1 pursuant to the termination provisions stated in Section Three (3) of this Agreement.
2 6. MODIFICATION
3 A. Any matters of this Agreement may be modified from time to time by the written
4 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
5 B. CONTRACTOR agrees that reductions to the maximum compensation set forth in
6 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
7 sources. Any such reduction to the maximum compensation may be made with the written approval of
8 COUNTY's DSS Director or designee and CONTRACTOR. CONTRACTOR further understands that
9 this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
10 affect the provisions, term, or funding of this agreement in any manner.
11 7. INDEPENDENT CONTRACTOR
12 In performance of the work, duties and obligations assumed by CONTRACTOR under this
13 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
14 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
15 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
16 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
17 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
18 work and function. However, COUNTY shall retain the right to verify that CONTRACTOR is performing
19 its obligations in accordance with the terms and conditions of this Agreement.
20 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
21 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
22 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
23 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
24 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
25 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
26 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security
27 withholding and all other regulations governing such matters. It is acknowledged that during the term of
28 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to
-5-
1 this Agreement.
2 8. INDEMNITY AND DEFENSE
3 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
4 COUNTY, its officers, agents, employees, and volunteers from any and all demands, injuries, damages,
5 costs, expenses (including attorney's fees and costs), fines, penalties, liabilities, claims, and losses of
6 any kind occurring or resulting to COUNTY, CONTRACTOR, or any third party that arise from or relate
7 to the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees, or
8 subcontractors under this Agreement, and from any and all costs and expenses (including attorney's
9 fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
10 corporation who may be injured or damaged by the performance, or failure to perform, of
11 CONTRACTOR, its officers, agents, or employees under this Agreement. COUNTY may conduct or
12 participate in its own defense without affecting CONTRACTOR's obligation to indemnify and hold
13 harmless or defend the COUNTY.
14 The provisions of this Section Eight (8) shall survive termination of this Agreement.
15 9. INSURANCE
16 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
17 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
18 policies throughout the term of the Agreement:
19 A. Commercial General Liability
20 Commercial General Liability Insurance with limits of not less than Two Million Dollars
21 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
22 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
23 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
24 liability or any other liability insurance deemed necessary because of the nature of this contract.
25 B. Automobile Liability
26 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
27 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
28 used in connection with this Agreement, including both owned and non-owned vehicles.
-6-
1 C. Professional Liability
2 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
3 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
4 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR
5 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3)years
6 following the termination of this Agreement, one or more policies of professional liability insurance with
7 limits of coverage as specified herein.
8 D. Worker's Compensation
9 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
10 E. Additional Requirements Relating to Insurance
11 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
12 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
13 additional insured, but only insofar as the operations under this Agreement are concerned. Such
14 coverage for additional insured shall apply as primary insurance and any other insurance, or
15 self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and
16 not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall
17 not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
18 COUNTY.
19 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
20 employees any amounts paid by the policy of worker's compensation insurance required by this
21 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
22 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
23 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
24 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
25 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
26 foregoing policies, as required herein, to the County of Fresno,
27 DSSContractlnsurance(c-�fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance
28 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
-7-
1 employees will not be responsible for any premiums on the policies; that for such worker's
2 compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its
3 officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
4 invalidate the insurance policy; that such Commercial General Liability insurance names the County of
5 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
6 insofar as the operations under this Agreement are concerned; that such coverage for additional insured
7 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
8 officers, agents and employees, shall be excess only and not contributing with insurance provided under
9 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
10 minimum of thirty (30) days advance, written notice given to COUNTY.
11 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
12 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
13 Agreement upon the occurrence of such event.
14 All policies shall be issued by admitted insurers licensed to do business in the State of
15 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
16 rating of A FSC VII or better.
17 10. ASSIGNMENT AND SUBCONTRACTS
18 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under
19 this Agreement without the prior written consent of the other party. Any transferee, assignee or
20 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and
21 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the
22 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in
23 writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to
24 any additional compensation than is provided for under this Agreement.
25 11. CONFLICT OF INTEREST
26 No officer, employee or agent of the COUNTY who exercises any function or responsibility for
27 planning and carrying out of the services provided under this Agreement shall have any direct or indirect
28 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be
-8-
1 employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the
2 COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of
3 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under
4 this Agreement and any officer, employee or agent of the COUNTY.
5 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
6 This provision is only applicable if the CONTRACTOR is operating as a corporation or if during
7 the term of the agreement, the CONTRACTOR changes its status to operate as a corporation.
8 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
9 transactions that they are a party to while CONTRACTOR is providing goods or performing services
10 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
11 is a party and in which one or more of its directors has a material financial interest. Members of the
12 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
13 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
14 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
15 transaction or immediately thereafter.
16 13. NON-DISCRIMINATION
17 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents
18 and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or
19 regulation against any employee or applicant for employment, or recipient of services under this
20 Agreement, because of age, ethnic group identification, sex, gender, gender identity, gender expression,
21 sexual orientation, color, physical disability, mental disability, medical condition, national origin, race,
22 ancestry, genetic information, marital status, religion, religious creed, military status, or veteran status.
23 A. Domestic Partners and Gender Identity
24 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies that it complies
25 with Public Contract Code Section 10295.3.
26 B. Americans with Disabilities Act
27 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which
28 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
-9-
1 issued pursuant to the ADA (42 U.S.C. 12101 et seq.)
2 C. CONTRACTOR shall include the non-discrimination and compliance provisions of this
3 section in all subcontracts to perform work under this Agreement.
4 14. LIMITED ENGLISH PROFICIENCY
5 CONTRACTOR shall provide interpreting and translation services to persons participating in
6 CONTRACTOR's services who have limited or no English language proficiency, including services to
7 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to
8 allow such participants meaningful access to the programs, services and benefits provided by
9 CONTRACTOR. Interpreter and translation services, including translation of CONTRACTOR's "vital
10 documents" (those documents that contain information that is critical for accessing CONTRACTOR's
11 services or are required by law) shall be provided to participants at no cost to the participant.
12 CONTRACTOR shall ensure that any employees, agents, subcontractors, or partners who interpret or
13 translate for a program participant, or who directly communicate with a program participant in a
14 language other than English, demonstrate proficiency in the participant's language and can effectively
15 communicate any specialized terms and concepts peculiar to CONTRACTOR's services.
16 15. CONFIDENTIALITY AND DATA SECURITY
17 All services performed by CONTRACTOR under this Agreement shall be in strict conformance
18 with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality.
19 For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of
20 COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
21 disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship
22 with COUNTY for the purpose of providing services under this Agreement must employ adequate data
23 security measures to protect the confidential information provided to CONTRACTOR by COUNTY,
24 including but not limited to the following:
25 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
26 COUNTY networks via personally owned mobile, wireless or handheld devices, except when authorized
27 by COUNTY for telecommuting and then only if virus protection software currency agreements are in
28 place, and if a secure connection is used.
-10-
1 B. Contractor-Owned Computers or Computer Peripherals may not be brought into
2 COUNTY for use, including and not limited to mobile storage devices, without prior authorization from
3 COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server approved
4 by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or another type of
5 secure connection of this type if any data is approved to be transferred.
6 C. County-Owned Computer Equipment— CONTRACTOR or anyone having an
7 employment relationship with COUNTY may not use COUNTY computers or computer peripherals on
8 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or her
9 designee.
10 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data
11 on any hard-disk drive.
12 E. CONTRACTOR are responsible to employ strict controls to ensure the integrity
13 and security of COUNTY's confidential information and to prevent unauthorized access to data
14 maintained in computer files, program documentation, data processing systems, data files and data
15 processing equipment which stores or processes COUNTY data internally and externally.
16 F. Confidential client information transmitted to one party by the other by means of
17 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
18 BIT or higher. Additionally, a password or pass phrase must be utilized.
19 G. CONTRACTOR are responsible to immediately notify COUNTY of any breaches
20 or potential breaches of security related to COUNTY's confidential information, data maintained in
21 computer files, program documentation, data processing systems, data files and data processing
22 equipment which stores or processes COUNTY data internally or externally.
23 H. CONTRACTOR shall require its subcontractors to comply with the provisions of
24 this Data Security section.
25 16. CLEAN AIR AND WATER
26 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and
27 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or
28 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal
-11-
1 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations,
2 CONTRACTOR shall:
3 A. Assure the COUNTY that no facility shall be utilized in the performance of this
4 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
5 B. Notify COUNTY prior to execution of this Agreement of the receipt of any
6 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
7 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
8 Violating Facilities;
9 C. Report each violation of the above laws to COUNTY and understand and agree
10 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
11 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency
12 Regional Office; and
13 D. Include these requirements in each subcontract exceeding $150,000 financed in
14 whole or in part with federal assistance.
15 17. PROCUREMENT OF RECOVERED MATERIALS
16 In the performance of this Agreement, CONTRACTOR shall comply with section 6002 of the
17 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
18 requirements of Section 6002 include procuring only items designated in guidelines of the
19 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
20 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
21 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
22 preceding year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall make
23 maximum use of products containing recovered materials that are EPA-designated items unless the
24 product cannot be acquired:
25 i. Competitively within a timeframe providing for compliance with the
26 contract performance schedule;
27 ii. Meeting contract performance requirements; or
28 iii. At a reasonable price.
-12-
1 18. DRUG-FREE WORKPLACE REQUIREMENTS
2 For purposes of this Section, CONTRACTOR will be referred to as the "grantee". By drawing
3 funds against this grant award, the grantee is providing the certification that is required by regulations
4 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations
5 require certification by grantees that they will maintain a drug-free workplace. False certification or
6 violation of the certification shall be grounds for suspension of payments, suspension or termination of
7 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
8 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et
9 seq.).
10 19. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
11 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
12 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
13 Federal assistance funds under the terms of this Agreement. By signing this Agreement,
14 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations,
15 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
16 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its
17 principals:
18 1) Are not presently debarred, suspended, proposed for debarment, declared
19 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
20 agency; and
21 2) Shall not knowingly enter into any lower tier covered transaction with an entity
22 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
23 excluded from participation in this transaction by any Federal department or agency.
24 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
25 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
26 erroneous when made or have become erroneous by reason of changed circumstances
27 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
28 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
-13-
1 nature to this Section Nineteen (19) in all lower tier covered transactions and in all solicitations for lower
2 tier covered transactions.
3 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
4 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
5 debarment status at https:Hsam.gov/SAM/.
6 E. The certification in Section Nineteen (19) of this Agreement is a material
7 representation of fact upon which COUNTY relied in entering into this Agreement.
8 20. GRIEVANCES
9 CONTRACTOR shall establish procedures for handling client complaints and/or grievances.
10 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
11 such issues when appropriate.
12 21. PROHIBITION ON PUBLICITY
13 None of the funds, materials, property or services provided directly or indirectly under this
14 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of
15 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
16 above, publicity of the services described in Section One (1) of this Agreement shall be allowed as
17 necessary to raise public awareness about the availability of such specific services when approved in
18 advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such
19 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
20 related expense(s).
21 22. LOBBYING AND POLITICAL ACTIVITY
22 None of the funds provided under this Agreement shall be used for publicity, lobbying or
23 propaganda purposes designed to support or defeat legislation pending in the Congress of the United
24 States of America or the Legislature of the State of California.
25 CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any
26 political activity or to further the election or defeat of any candidate for public office.
27 23. STATE ENERGY CONSERVATION
28 CONTRACTORS must comply with the mandatory standard and policies relating to energy
-14-
1 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42
2 United States (US) Code sections 6321, et. Seq.
3 24. FRATERNIZATION
4 CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR'S
5 staff and clients. Such procedures will include provisions for informing CONTRACTOR'S staff and
6 clients regarding fraternization guidelines.
7 25. INTERPRETATION OF LAWS AND REGULATIONS
8 COUNTY reserves the right to make final interpretations or clarifications on issues relating to
9 Federal and State laws and regulations, to ensure compliance.
10 26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
11 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply
12 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
13 policies, procedures, and directives governing projects that utilize State and Federal Funds. This
14 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
15 employment practices, environmental protection, equal opportunity, fair housing, and all other matters
16 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all
17 eligible activities.
18 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required
19 for performing any activities under this Agreement, including those necessary to perform design,
20 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for
21 observing and complying with any applicable federal, state, and local laws, rules, and regulations
22 affecting any such work, specifically those including, but not limited to, environmental protection,
23 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies
24 of permits and approvals to COUNTY upon request.
25 27. NO OBLIGATION BY FEDERAL GOVERNMENT
26 The Federal Government is not a party to this contract and is not subject to any obligations or
27 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
28 this Agreement.
-15-
1 28. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
2 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
3 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract.
4 29. RECORDS
5 A. Record Establishment and Maintenance
6 CONTRACTOR shall establish and maintain records in accordance with those
7 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
8 CONTRACTOR shall retain all fiscal books, account records and client files for services performed
9 under this Agreement for at least five (5) years from date of final payment under this Agreement or until
10 all State and Federal audits are completed for that year, whichever is later.
11 B. Cost Documentation
12 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days
13 following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall
14 also furnish to COUNTY such statements, records, data and information as COUNTY may request
15 pertaining to matters covered by this Agreement. In the event that CONTRACTOR fail to provide
16 reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until
17 compliance is established.
18 2) All costs shall be supported by properly executed payrolls, time records,
19 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this
20 Agreement and they shall be clearly identified and readily accessible. The support documentation must
21 indicate the line budget account number to which the cost is charged.
22 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
23 potential State or Federal audit exception discovered during an examination. Where findings indicate
24 that program requirements are not being met and State or Federal participation in this program may be
25 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of
26 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to
27 terminate this Agreement.
28
-16-
1 C. Service Documentation
2 CONTRACTOR agree to maintain records to verify services under this Agreement
3 including names and addresses of clients served, if applicable, and the dates of service and a
4 description of services provided on each occasion. These records and any other documents pertaining
5 in whole or in part to this Agreement shall be clearly identified and readily accessible.
6 30. PUBLIC RECORDS
7 The COUNTY is not limited in any manner with respect to its public disclosure of this
8 Agreement or any record or data that the CONTRACTOR may provide to the COUNTY. The COUNTY's
9 public disclosure of this Agreement or any record or data that the CONTRACTOR may provide to the
10 COUNTY may include but is not limited to the following:
11 A. The COUNTY may voluntarily, or upon request by any member of the public or
12 governmental agency, disclose this Agreement to the public or such governmental agency.
13 B. The COUNTY may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose to the public or such governmental agency any record or data that the
15 Contractor may provide to the COUNTY, unless such disclosure is prohibited by court order.
16 C. This Agreement, and any record or data that the CONTRACTOR may provide to
17 the COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California Government
18 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
19 D. This Agreement, and any record or data that the CONTRACTOR may provide to
20 the COUNTY, is subject to public disclosure as a public record under the California Public Records Act
21 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA").
22 E. This Agreement, and any record or data that the CONTRACTOR may provide to
23 the COUNTY, is subject to public disclosure as information concerning the conduct of the people's
24 business of the State of California under California Constitution, Article 1, section 3, subdivision (b).
25 F. Any marking of confidentiality or restricted access upon or otherwise made with
26 respect to any record or data that the Contractor may provide to the COUNTY shall be disregarded and
27 have no effect on the COUNTY's right or duty to disclose to the public or governmental agency any such
28 record or data.
-17-
1 G. Public Records Act Requests. If the COUNTY receives a written or oral request
2 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, and
3 which the COUNTY has a right, under any provision of this Agreement or applicable law, to possess or
4 control, then the COUNTY may demand, in writing, that the Contractor deliver to the COUNTY, for
5 purposes of public disclosure, the requested records that may be in the possession or control of the
6 Contractor. Within five business days after the COUNTY's demand, the Contractor shall (a) deliver to
7 the COUNTY all of the requested records that are in the Contractor's possession or control, together
8 with a written statement that the Contractor, after conducting a diligent search, has produced all
9 requested records that are in the Contractor's possession or control, or (b) provide to the COUNTY a
10 written statement that the Contractor, after conducting a diligent search, does not possess or control any
11 of the requested records. The Contractor shall cooperate with the COUNTY with respect to any
12 COUNTY demand for such records. If the Contractor wishes to assert that any specific record or data is
13 exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the
14 COUNTY and assert the exemption by citation to specific legal authority within the written statement that
15 it provides to the COUNTY under this section. The Contractor's assertion of any exemption from
16 disclosure is not binding on the COUNTY, but the COUNTY will give at least 10 days' advance written
17 notice to the Contractor before disclosing any record subject to the Contractor's assertion of exemption
18 from disclosure. The Contractor shall indemnify the COUNTY for any court-ordered award of costs or
19 attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to
20 produce any such records, or failure to cooperate with the COUNTY with respect to any COUNTY
21 demand for any such records.
22 31. SINGLE AUDIT CLAUSE
23 If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in
24 Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit
25 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
26 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
27 said audit and management letter to COUNTY. The audit must include a statement of findings or a
28 statement that there were no findings. If there were negative findings, CONTRACTOR must include a
-18-
1 corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any
2 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
3 COUNTY's DSS, Administration, for review within nine (9) months of the end of any year in which funds
4 were expended and/or received for the program. Failure to perform the requisite audit functions as
5 required by this Agreement may result in COUNTY performing the necessary audit tasks, or at
6 COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the
7 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this
8 Agreement are the sole responsibility of CONTRACTOR.
9 A. A single audit report is not applicable if all CONTRACTOR's Federal contracts do
10 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR's
11 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
12 performed and a program audit report with management letter shall be submitted by CONTRACTOR to
13 COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said audit report shall be
14 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of
15 the year in which the funds supplied through this Agreement are expended. Failure to comply with this
16 Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
17 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
18 CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
19 weakness found as a result of such audit. Audit work performed by COUNTY under this Section shall be
20 billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY's Auditor-
21 Controller/Treasurer-Tax Collector.
22 B. CONTRACTOR shall make available all records and accounts for inspection by
23 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
24 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
25 least three (3) years following final payment under this Agreement or the closure of all other pending
26 matters, whichever is later.
27 32. AUDITS AND INSPECTIONS
28 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
-19-
1 deem necessary, make available to the COUNTY for examination all of its records and data with respect
2 to the matters covered by this Agreement, excluding attorney-client privileged communications. The
3 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of
4 such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
5 Agreement.
6 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
7 the examination and audit of the Auditor General for a period of three (3) years after final payment under
8 contract (California Government Code Section 8546.7). This section survives the termination of this
9 Agreement.
10 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal review
11 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If
12 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result
13 in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
14 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a
15 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTOR's
16 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
17 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the
18 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion
19 in the determination of fiscal review outcomes, decisions, and actions.
20 33. CHILD SUPPORT COMPLIANCE ACT
21 If this Agreement includes State funding in excess of$100,000, the Contractor acknowledges in
22 accordance with Public Contract Code 7110, that:
23 A. CONTRACTOR recognizes the importance of child and family support obligations
24 and shall fully comply with all applicable state and federal laws relating to child and family support
25 enforcement, including, but not limited to, disclosure of information and compliance with earnings
26 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of
27 the Family Code; and
28 B. CONTRACTOR to the best of its knowledge is fully complying with the earnings
-20-
1 assignment orders of all employees and is providing the names of all new employees to the New Hire
2 Registry maintained by the California Employment Development Department.
3 34. PRIORITY HIRING CONSIDERATIONS
4 If this Agreement includes State funding and services in excess of$200,000, CONTRACTOR
5 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified
6 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public Contract
7 Code Section 10353.
8 35. CONTRACTOR'S NAME CHANGE
9 An amendment, assignment, or new agreement is required to change the name of
10 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change
11 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
12 prior to approval of said agreement.
13 36. PROPERTY OF COUNTY
14 Any use of COUNTY funds provided under this Agreement, as specified in Exhibit B, for the
15 purchase of computer hardware, software, and printers must be approved by COUNTY prior to
16 purchase and must meet COUNTY specifications. CONTRACTOR agrees to take reasonable and
17 prudent steps to ensure the security of any and all said hardware and software provided to it by
18 COUNTY under this Agreement, and to maintain replacement-value insurance coverages on said
19 hardware and software approved by COUNTY.
20 In addition, all purchases over Five Thousand and No/100 Dollars ($5,000.00) made during the
21 life of this Agreement shall be identified as fixed assets with an assigned COUNTY Accounting Inventory
22 Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this
23 Agreement is terminated or upon expiration of this Agreement. The CONTRACTOR agrees to
24 participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed
25 assets are returned to COUNTY possession at the termination or expiration of this Agreement.
26 CONTRACTOR is responsible for returning to COUNTY all COUNTY owned fixed assets upon the
27 expiration or termination of this Agreement.
28 1H
-21-
1 37. PUBLIC INFORMATION
2 CONTRACTOR shall disclose COUNTY as a funding source in all public information and
3 program materials developed in support of contracted services.
4 38. NOTICES
5 The persons and their addresses having authority to give and receive notices under this
6 Agreement include the following:
7 COUNTY CONTRACTOR
8 Director of Social Services Project Director
9 County of Fresno Central California Training Academy
10 P.O. Box 1912 CSU, Fresno Foundation
11 Fresno, CA 93717-1912 4910 N. Chestnut Ave
12 Fresno, CA 93726
13 Either party may change the information in this section by giving notice as provided in this section.
14 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement
15 must be in writing and delivered either by personal service, by first-class United States mail, or by an
16 overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document
17 Format (PDF) document attached to an email. A notice delivered by personal service is effective upon
18 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
19 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
20 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
21 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
22 day delivery, addressed to the recipient. A notice delivered by telephonic facsimile transmission or by PDF
23 document attached to an email is effective when transmission to the recipient is completed (but, if such
24 transmission is completed outside of COUNTY's business hours, then such delivery is deemed to be
25 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine
26 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in
27 this section establishes, waives, or modifies any claims presentation requirements or procedures provided
28 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
-22-
1 Code, beginning with section 810).
2 39. CHANGE OF LEADERSHIP/MANAGEMENT
3 In the event of any change in the status of CONTRACTOR's leadership or management,
4 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
5 Such notification shall include any new leader or manager's name and address. "Leadership or
6 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs
7 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
8 services are provided, or c) has authority over CONTRACTOR's finances.
9 40. NO THIRD PARY BENEFICIARIES
10 This Agreement does not and is not intended to create any rights or obligations for any person or
11 entity except for the parties.
12 41. AUTHORIZED SIGNATURE
13 CONTRACTOR represents and warrants to COUNTY that:
14 A. CONTRACTOR is duly authorized and empowered to sign and perform its
15 obligations under this Agreement.
16 B. The individual signing this Agreement on behalf of CONTRACTOR is duly
17 authorized to do so and his or her signature on this Agreement legally binds CONTRACTOR to the
18 terms of this Agreement.
19 42. ELECTRONIC SIGNATURE
20 The parties agree that this Agreement may be executed by electronic signature as provided in
21 this section. An "electronic signature" means any symbol or process intended by an individual signing
22 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
23 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
24 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
25 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
26 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
27 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
28 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
-23-
1 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
2 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
3 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
4 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
5 conditioned upon the parties conducting the transactions under it by electronic means and either party
6 may sign this Agreement with an original handwritten signature.
7 43. COUNTERPARTS
8 This Agreement may be signed in counterparts, each of which is an original, and all of which
9 together constitute this Agreement.
10 44. GOVERNING LAW, JURISDICTION, AND VENUE
11 The laws of the State of California govern all matters arising from or related to this Agreement.
12 This Agreement is signed and performed in Fresno County, California. CONTRACTOR consents to
13 California jurisdiction for actions arising from or related to this Agreement, and, subject to the
14 Government Claims Act, all such actions must be brought and maintained in Fresno County.
15 45. NO WAIVER
16 Payment, waiver, or discharge by COUNTY of any liability or obligation of CONTRACTOR under
17 this Agreement on any one or more occasions is not a waiver of performance of any continuing or other
18 obligation of CONTRACTOR and does not prohibit enforcement by COUNTY of any obligation on any
19 other occasion.
20 46. DISPUTES
21 In the event of any dispute, claim, question, or disagreement arising from or relating to this
22 agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
23 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
24 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
25 both parties. During this time, the parties will continue meeting their contract responsibilities. If the
26 parties do not reach such solution within a period of 60 days, then the parties may take whatever action
27 is available to them by law.
28
-24-
1 47. SEVERABILITY
2 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
3 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
4 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
5 terms intended to accomplish the parties' original intent.
6 48. CONSTRUCTION
7 The final form of this Agreement is the result of the parties' combined efforts. If anything in this
8 Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be
9 resolved by construing the terms of this Agreement against either party.
10 49. DAYS
11 Unless otherwise specified, "days" means calendar days.
12 50. ENTIRE AGREEMENT
13 This Agreement, including its exhibits, constitutes the entire agreement between the
14 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
15 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
16 nature whatsoever unless expressly included in this Agreement. If there is any inconsistency between
17 the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will
18 be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the
19 terms of the exhibits.
20
21
22 ///
23 ///
24
25
26
27 ///
28 ///
-25-
1 The parties are signing this Agreement on the date stated in the introductory clause.
2 CONTRACC,Tr,OR: COUMTYC
OF FRESNO
3 �/" �AJ..
4 Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
5 Print Name: Joy J. Goto, PhD
Interim Dean,
6 Title: Division of Research and Gradlinte Studies
7
ATTEST:
8 Bernice E. Seidel
9 Clerk of the Board of Supervisors
- p ,, County of Fresno, State of California
10
Deborah S Adishian-Astone(Oct 12,2022 21:12 PDT)
11
Print Name: Deborah S. Adishian-Astone By:
12 Executive Director, Deputy
Title: California State University, Fresno Foundation
13
14
15
16 Mailing Address:
17 1625 E. Shaw Ave, Suite 106, M/S 126
Fresno, CA 93710
18
19 Contact: Donna M. Lutz, Assistant Director
20 Phone No: 559-229-4093
21
22 FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
23 ORG No.: 56107001
Account No.: 7295/0
24
25
26 SB:mk
27
28
-26-
Exhibit A
SUMMARY OF SERVICES
ORGANIZATION: Central California Training Academy
PROGRAM: Safety Organized Practice Training and Coaching
ADDRESS: 4910 N. Chestnut Ave. Fresno, CA 93726
SERVICE LOCATION: 205 W. Pontiac Way, Bldg. 2, Clovis, CA 93612
CONTACT(S): David Foster, Project Director
Donna Lutz, Assistant Director
CONTRACT PERIOD: October 1, 2022—June 30, 2025
I. Service Description
California State University, Fresno Foundation, an auxiliary unit of California State
University, Fresno ("Contractor'), through the Central California Training Academy
(CCTA), will provide to Fresno County Department of Social Services ("County") training
and coaching services to social service leadership, staff, and others as specified by the
Department. Contractor will provide a cost savings match to the County to offset the
County contribution to draw down eligible federal Title IV-E funds to support this
program.
This agreement serves to support County of Fresno's, Department of Social Services'
Child Welfare Services (CWS) branch in maintaining a well-trained and qualified work
force and enhancing training and coaching opportunities for new and seasoned CWS
Staff as well as continue to meet legislative requirements in California regarding staff
training. The agreement components include:
1. Safety Organized Practice Training- Contractor will facilitate and support
implementation of the Safety Organized Practice (SOP) by delivering trainings that
will promote implementation activities to enhance and assist in the development of
teaming, communication structures, and monitoring of the fidelity to practice and
behaviors.
2. Coaching—Coach identified leadership and staff on Core Practice Model (CPM)
practices and behaviors, coupled with the needs of the organization. Develop an
annual plan with identified CWS Staff to meet the needs of both the CWS Staff and
the organization.
3. On-going Training—On-going specialized knowledge and skills development of Child
Welfare staff utilizing classroom and online training.
4. Establishing a Training Plan/Program Evaluation.
II. Contractor Responsibilities
1. Provide a liaison between CSU Fresno Foundation and County Staff Development.
2. Provide training and coaching in-person via classroom setting. Should in-person
training and coaching not be attainable due to unusual circumstances (i.e.
pandemic), Contractor shall develop a training and coaching plan to provide
1
Exhibit A
contracted services via online video conferencing tool.
3. Development and coordination of training, to include:
a) Scheduling and contracting with trainers and consultant
b) Securing training locations
c) Developing notices for training registration
d) Track training, attendance, coaching and technical assistance
4. Ongoing communication with Staff Development and trainees.
5. Training assistance to include:
a) Development and Transportation of materials
b) Support finding and securing a local and adequate training space
c) Site coverage and support to trainer during deliverables and
d) Training evaluation
6. Contractor shall provide the following trainings on Instructor-led Training on Safety
Organized Practice (SOP):
a) 2-day SOP Training per contract year
(1) Delivery of at least 13 cohorts over the term of the contract
b) 7 SOP Modules (6 Days in total)
(1) Delivery of at least 12 cohorts over the term of the contract
7. Coaching—Coach identified leadership and staff on CPM practices and behaviors,
coupled with the needs of the organization.
a) Develop coaching plans with identified leadership and/or staff to support growth
development. Delivery to include 432 cohort coaching hours and 66 hours of
coaching on CPM within the Department.
b) Participate on the County lead Training and Coaching Workgroup to facilitate the
development and implementation of a communication plan in addressing policy,
identifying system barriers, and developing action plans with the overall goal of
improving direct services and system outcomes.
8. Additional Training to County staff
a) Collaborate with County Staff Development to identify other areas of training,
offered by Contactor, that may benefit the County and staff.
b) Coordinate with County Staff Development to establish timelines, class size, and
length of instruction for any additional trainings.
9. Implementation Support
a) Delivery of planning, coordination and implementation facilitation
(1) Delivery of at least six (6) sessions of facilitation, planning, and
implementation, per contract year. Each session shall be a minimum of six
(6) hours.
(2) Support to include training with partner agencies
III. County Responsibilities
1. Send participant roster including CWS Staff and any other participants (community
partners, vendors, resource families, etc.) who will participate in training sessions.
2. Determine the number and assignment of slots available for joint training sessions
2
Exhibit A
provided by the program and assure the Title IV-E eligibility of community agency
staff that attends training.
3. Determine, in consultation with Contractor, whether a training session shall be
rescheduled due to lack of enrollment or other reason (i.e., weather, illness of
trainer etc.)
4. Ensure staff completion of participant satisfaction surveys.
5. Arrange for management participation in the training planning and implementation.
IV. Deliverables and Reports
The Contractor will be responsible for collecting and documenting contract compliance
and performance on a monthly basis.
The reports will include:
a) Number and type of trainings provided;
b) Number of participating staff including names;
c) Number of coaching hours;
d) Number of County staff receiving coaching;
e) Reporting of any specific areas identified by the Contractor during coaching that
the County and staff could benefit from additional training; and
f) Satisfaction survey analysis.
3
Page 1 of 1
Exhibit B
SOP Training and Coaching Agreement Fee-for-service Compensation
Contractor:CSU,Fresno Foundation,CCTA
Term:October 1,2022-June 30,2025
Unit Charged Quantity Total Per Unit Total
Topic Per Unit of Units Units
Cohort 2 Day CPM/SOP Training Days 2 13 26 3500.00 $91,000.00 Total Expenditures by Fiscal Year
-All staff-Approx 45 persons per class FY 22-23 $ 218,590.00
Cohort 7 CPM/SOP Modules* Days 6 12 72 3500.00 $252,000.00 FY 23-24 $ 277,390.00
-SW-Approx 30 persons per Cohort FY 24-25 $ 186,890.00
Cohort Coaching Days 6 12 72 3000.00 $216,000.00 Total $ 682,870.00
-SW-Approx 30 persons per Cohort
Coaching on CPM within the Organization** Days 1 11 11 1800.00 $19,800.00
Implementation Facilitation*** Days 1 6 6 2500.00 $15,000.00
Subtotal 1 187 $593,800.00
Indirect @ 15% 1 $89,070.00
Total Expenditures 1 $682,870.00
CCTA Match(Indirect @ 40%-less 15%=25%cost savings) $148,450.00
*Each cohort goes through a 2 day training followed by 7 modules.Each module is
followed by coaching.A coaching day is 6 hours
**Coaching on CPM-Planning&development across the four(4)domains of implementation:
•Workforce Development
•Using Data as a function of system and practice quality improvement
Leadership Development and the Role of Leaders during implementation
•Engaging partners
***Implementation facilitation is support from CCTA staff to assist with the
sequencing and selection of staff for cohorts,understanding and incorporation of
implementation science,and other considerations for the effective implementation
of SOP
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 2 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: