HomeMy WebLinkAboutAgreement A-18-123 with Public Consulting Group Inc..pdf Agreement No. 18-123
1 AGREEMENT
2 This Agreement is made and entered into this 20th_day of_ March 2018, by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and Public Consulting Group, Inc., a Massachusetts corporation,
5 whose address is 148 State Street, Tenth Floor, Boston MA 02109, hereinafter referred to as
6 "CONTRACTOR".
7 WITNESSETH:
8 WHEREAS, COUNTY, has a need for ongoing consulting services and training for the
9 COUNTY's Service Center/Client Needs-Based Service Delivery Model ensuring a consistent
10 level of service across all Service Center offices and support with future projects through its
11 Department of Social Services (DSS); and
12 WHEREAS, CONTRACTOR represents it has the knowledge, experience, and staff
13 required to meet the services requested; and
14 WHEREAS, CONTRACTOR has agreed to provide consulting services and training.
15 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
16 hereto agree as follows:
17 1. SERVICES
18 CONTRACTOR shall perform all services and fulfill all responsibilities as identified in
19 Exhibit A, Summary of Services, and Exhibit B, Budget, both attached hereto and by this
20 reference incorporated and made part of this Agreement.
21 2. TERM
22 The term of this Agreement shall be for a period of 2 years, commencing on the 1
23 day of April, 2018 through and including the 3111 of March, 2020.
24 3. TERMINATION
25 A. Non-Allocation of Funds—The terms of this Agreement, and the services to be
26 provided thereunder, are contingent on the approval of funds by the appropriating government
27 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
28 Agreement terminated at any time by giving CONTRACTOR thirty(30) days advance written
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I notice.
2 B. Breach of Contract—COUNTY may immediately suspend or terminate this
3 Agreement in whole or in part, wherein the determination of COUNTY there is:
4 1) An illegal or improper use of funds;
5 2) A failure to comply with any term of this Agreement;
6 3) A substantially incorrect or incomplete report submitted to COUNTY;
7 4) Improperly performed service.
8 In no event shall any payment by COUNTY constitute a waiver by COUNTY of
9 any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
10 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to
11 the breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment
12 to COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the
13 judgment of COUNTY were not expended in accordance with the terms of this Agreement.
14 CONTRACTOR shall promptly refund any funds upon demand or, at COUNTY's option such
15 repayment shall be deducted from future payments owing to CONTRACTOR under this
16 Agreement.
17 C. Without Cause— Under circumstances other than those set forth above, this
18 Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY's DSS Director, or
19 designee, upon the giving of thirty (30) days advance written notice of an intention to terminate
20 the Agreement.
21 4. COMPENSATION
22 For actual services provided as identified in the terms and conditions of this Agreement,
23 including Exhibits A and B, COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees
24 to receive compensation in accordance with Exhibit B. Mandated travel shall be reimbursed
25 based on actual expenditures and mileage reimbursement shall be at CONTRACTOR's adopted
26 rate per mile, not to exceed the IRS published rate. Payment shall be made upon certification or
27 other proof satisfactory to COUNTY's DSS that services have actually been performed by
28 CONTRACTOR as specified in this Agreement.
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I The cumulative total of this Agreement shall not be in excess of One Million Two
2 Hundred Ninety-Two Thousand Five Hundred Twenty-Eight and No/100 Dollars ($1,292,528.00).
3 It is understood that all expenses incidental to CONTRACTOR's performance of services under
4 this Agreement shall be borne by CONTRACTOR.
5 Except as provided below regarding State payment delays, payments by COUNTY
6 shall be in arrears, for services provided during the preceding month, within forty-five (45) days
7 after receipt, verification and approval of CONTRACTOR's invoices by COUNTY's DSS. If
8 CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be
9 relieved of its obligation for further compensation. All final claims and /or any final budget
10 modification requests shall be submitted by CONTRACTOR within sixty (60) days following the
11 final month of service for which payment is claimed. No action shall be taken by COUNTY on
12 claims submitted beyond the sixty (60) day closeout period. Any compensation which is not
I expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall
14 automatically revert to COUNTY.
15 The services provided by CONTRACTOR under this Agreement are funded in whole
16 or in part by the State of California. In the event that funding for these services is delayed by the
17 State Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred
18 payment shall not exceed the amount of funding delayed by the State Controller to COUNTY.
19 The period of time of the deferral by COUNTY shall not exceed the period of time of the State
20 Controller's delay of payment to COUNTY plus forty-five (45) days.
21 5. INVOICING
22 CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) of each month for
23 actual expenses incurred and services rendered in the previous month to:
24 DSSlnvoices(o�FresnoCountyCA.gov. The Monthly Activity Report (MAR) shall accompany the
25 invoice, reflecting services supported by the invoiced expenditures and be in a form and in such
26 detail as acceptable to COUNTY's DSS. Invoices shall include all corresponding documentation
27 submitted and identified by line item, as identified in Exhibit B. Supporting documentation shall
28 include but is not limited to receipts, invoices received and documented administrative/overhead
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I costs. No reimbursement for services shall be made until invoices, reports and outcomes are
2 received, reviewed and approved by COUNTY's DSS.
3 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or
4 is otherwise not in proper form or substance, COUNTY's DSS Director or designee shall have the
5 right to withhold payment as to only that portion of the invoice that is incorrect or improper after
6 five (5) days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide
7 services for a period of ninety (90) days after notification of an incorrect or improper invoice. If
8 after the ninety (90) day period, the invoice(s) is still not corrected to COUNTY's DSS satisfaction,
9 COUNTY's DSS Director or designee may elect to terminate this Agreement, pursuant to the
10 termination provisions stated in Section Three (3) of this Agreement. In addition, for invoices
11 received sixty (60) days after the expiration of each term of this Agreement or termination of this
12 Agreement, at the discretion of COUNTY's DSS Director or designee, COUNTY's DSS shall have
13 the right to deny payment of any additional invoices received.
14 6. INDEPENDENT CONTRACTOR
15 In performance of the work, duties, and obligations assumed by CONTRACTOR under
16 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all
17 of CONTRACTOR's officers, agents, and employees will at all times be acting and performing as
18 an independent contractor, and shall act in an independent capacity and not as an officer, agent,
19 servant, employee,joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall
20 have no right to control or supervise or direct the manner or method by which CONTRACTOR
21 shall perform its work and function. However, COUNTY shall retain the right to administer this
22 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
23 terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
24 provisions of law and the rules and regulations, if any, of governmental authorities having
25 jurisdiction over matters which are directly or indirectly the subject of this Agreement.
26 Because of its status as an independent contractor, CONTRACTOR shall have
27 absolutely no right to employment rights and benefits available to COUNTY employees.
28 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
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I employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
2 responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR's
3 employees, including compliance with Social Security, withholding, and all other regulations
4 governing such matters. It is acknowledged that during the term of this Agreement,
5 CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement.
6 7. MODIFICATION
7 A. Any matters of this Agreement may be modified from time to time by the written
8 consent of all the parties without, in any way, affecting the remainder.
9 B. Notwithstanding the above, changes to line items in the budget, attached hereto
10 as Exhibit B, in an amount not to exceed 10% of the total maximum compensation as identified in
11 Section Four (4) of this Agreement, may be made with the written approval of COUNTY's DSS
12 Director or designee and CONTRACTOR. Budget line item changes shall not result in any
13 change to the maximum compensation amount payable to CONTRACTOR, as stated herein.
14 C. CONTRACTOR hereby agrees that changes to the compensation under this
15 Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
16 COUNTY's DSS Director or designee may modify the maximum compensation depending on
17 State and Federal funding availability, as stated in Section Four(4) in this Agreement.
18 CONTRACTOR further understands that this Agreement is subject to any restrictions, limitations
19 or enactments of all legislative bodies which affect the provisions, term or funding of this
20 Agreement in any manner.
21 8. NON-ASSIGNMENT
22 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
23 duties under this Agreement without the prior written consent of the other party. COUNTY'S DSS
24 Director or designee is authorized, on behalf of the County, to approve CONTRACTOR's request
25 to subcontract any of the services to be performed under this Agreement. CONTRACTOR shall
26 ensure that any subcontractor will be subject to all applicable provisions of this Agreement, and all
27 applicable State and Federal laws and regulations. CONTRACTOR shall be held primarily
28 responsible by COUNTY for the performance of any subcontractor. The use of subcontractors by
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I CONTRACTOR shall not entitle CONTRACTOR to any additional compensation than is provided
2 for under this Agreement.
3 9. HOLD-HARMLESS
4 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
5 defend COUNTY, its officers, agents and employees from any and all costs and expenses,
6 including attorney fees and court costs, damages, liabilities, claims and losses occurring or
7 resulting to COUNTY in connection with the performance, or failure to perform, by
8 CONTRACTOR, its officers, agents or employees under this Agreement, and from any and all
9 costs and expenses, including attorney fees and court costs, damages, liabilities, claims and
10 losses occurring or resulting to any person, firm or corporation who may be injured or damaged by
1 1 the performance, or failure to perform, of CONTRACTOR, its officers, agents or employees under
12 this Agreement. In addition, CONTRACTOR agrees to indemnify COUNTY for Federal, State of
13 California and/or local audit exceptions resulting from noncompliance herein on the part of the
14 CONTRACTOR.
15 10. INSURANCE
16 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any
17 third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
18 following insurance policies throughout the term of this Agreement:
19 A. Commercial General Liability
20 Commercial General Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two
21 Million Dollars ($2,000,000). This policy shall be issued on a per occurrence
basis. COUNTY may require specific coverage including completed
22 operations, product liability, contractual liability, Explosion, Collapse, and
Underground (XCU), fire legal liability or any other liability insurance deemed
23 necessary because of the nature of the Agreement.
24 B. Automobile Liability
25 Comprehensive Automobile Liability Insurance with limits for bodily injury of
26 not less than Two Hundred Fifty Thousand Dollars ($250,000) per person,
Five Hundred Thousand Dollars ($500,000) per accident and for property
27 damages of not less than Fifty Thousand Dollars ($50,000), or such
coverage with a combined single limit of Five Hundred Thousand Dollars
28 ($500,000). Coverage should include owned and non-owned vehicles used
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I in connection with this Agreement.
2 C. Professional Liability
3 If CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N.,
4 L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance
with limits of not less than One Million Dollars ($1,000,000) per occurrence,
5 Three Million Dollars ($3,000,000) annual aggregate.
6 D. Worker's Compensation
7 A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
8
E. Equipment Insurance
9
A policy or policies with minimum coverage(s) of Five Thousand Dollars
10 ($5,000)to replace any equipment provided by COUNTY to CONTRACTOR,
or purchased by CONTRACTOR with funds provided through this
11 Agreement, for CONTRACTOR's use in fulfilling its obligations under this
12 Agreement. Said policy or policies shall provide coverage(s) against loss of
any such equipment resulting from casualty such as fire, theft or any other
13 disappearance, and damage that renders such equipment inoperable and
regardless of cause. The policy or policies shall be endorsed naming the
14 County of Fresno as loss payee.
15
16 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
17 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
18 additional insured, but only insofar as the operations under this Agreement are concerned. Such
19
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
20 insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and
21 not contributing with insurance provided under CONTRACTOR's policies herein. This insurance
22 shall not be cancelled or changed without a minimum of thirty (30) days advance written notice
23 given to COUNTY.
24 Within thirty (30) days from the date CONTRACTOR signs this Agreement,
25 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all
26 of the foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912,
27 Fresno, California, 93718-1912, Attention: Contracts, stating that such insurance coverages have
28 been obtained and are in full force; that the County of Fresno, its officers, agents and employees
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I will not be responsible for any premiums on the policies; that such Commercial General Liability
2 insurance names the County of Fresno, its officers, agents and employees, individually and
3 collectively, as additional insured, but only insofar as the operations under this Agreement are
4 concerned; that such coverage for additional insured shall apply as primary insurance and any
5 other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees,
6 shall be excess only and not contributing with insurance provided under CONTRACTOR's policies
7 herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)
8 days advance, written notice given to COUNTY.
9 In the event CONTRACTOR fails to keep in effect at all times insurance coverage
10 as herein provided, COUNTY may, in addition to other remedies it may have, suspend or
11 terminate this Agreement upon the occurrence of such event.
12 All policies shall be with admitted insurers licensed to do business in the State of
13 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc.
14 rating of A FSC VI or better.
15 11. CONFLICT OF INTEREST
16 No officer, agent, or employee of COUNTY who exercises any function or responsibility
17 for planning and carrying out the services provided under this Agreement shall have any direct or
18 indirect personal financial interest in this Agreement. In addition, no employee of COUNTY shall
19 be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.
20 CONTRACTOR shall also comply with all Federal, State of California, and local conflict of interest
21 laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this
22 Agreement and any officer, agent, or employee of COUNTY.
23 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
24 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
25 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
26 changes its status to operate as a corporation.
27 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
28 transactions that they are a party to while CONTRACTOR is providing goods or performing
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I services under this agreement. A self-dealing transaction shall mean a transaction to which the
2 CONTRACTOR is a party and in which one or more of its directors has a material financial
3 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they
4 are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached
5 hereto as Exhibit C and by this references incorporated herein, and submitting it to the COUNTY
6 prior to commencing with the self-dealing transaction or immediately thereafter.
7 13. NON-DISCRIMINATION
8 During the performance of this Agreement CONTRACTOR shall not unlawfully
9 discriminate against any employee or applicant for employment, or recipient of services, because
10 of ethnic group identification, gender, gender identity, gender expression, sexual orientation,
11 color, physical disability, mental disability, medical condition, national origin, race, ancestry,
12 marital status, religion, or religious creed, pursuant to all applicable State of California and
13 Federal statutes and regulations.
14 14. CONFIDENTIALITY AND MEDI-CAL PRIVACY
15 All services performed by CONTRACTOR under this Agreement shall be in strict
16 conformance with all applicable Federal, State of California, and/or local laws and regulations
17 relating to confidentiality including, but not limited to: California Welfare and Institutions Code
18 Sections 10850 and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000;
19 the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures
20 Manual, Article 2 Section 2H. In addition, all services performed by CONTRACTOR under this
21 Agreement shall also be in conformance with the Medi-Cal Data Privacy and Security Agreement
22 between the California DHCS and the County of Fresno (hereinafter referred to as "the Medi-Cal
23 Data Agreement"), that is then in effect, which is by this reference incorporated herein. The
24 current Medi-Cal Data Agreement is available upon request or can be viewed at:
25 http://www.FresnoCountyCA.gov/MediCalPrivacV . The purpose of this section is to assure that all
26 applications and records concerning program recipients shall be kept confidential and shall not be
27 opened to examination, publicized, disclosed, or used for any purpose not directly connected with
28 administration of the program. CONTRACTOR shall inform all of its employees, agents, officers,
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I and subcontractors of this provision; and that any person knowingly and intentionally violating this
2 provision is guilty of a misdemeanor.
3 15. DATA SECURITY
4 For the purpose of preventing the potential loss, misappropriation or inadvertent
5 disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
6 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
7 contractual relationship with COUNTY for the purpose of providing services under this Agreement
8 must employ adequate data security measures to protect the confidential information provided to
9 CONTRACTOR by COUNTY, including but not limited to the following:
10 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
11 COUNTY networks via personally owned mobile, wireless or handheld devices, except when
12 authorized by COUNTY for telecommuting and then only if virus protection software currency
13 agreements are in place, and if a secure connection is used.
14 B. Contractor-Owned Computers or Computer Peripherals may not brought into
15 COUNTY for use, including and not limited to mobile storage devices, without prior authorization
16 from COUNTY's Chief Information Officer or her designee. Data must be stored on a secure
17 server approved by COUNTY and transferred by means of a VPN (Virtual Private Network)
18 connection, or another type of secure connection of this type if any data is approved to be
19 transferred.
20 C. County-Owned Computer Equipment—CONTRACTOR or anyone having an
21 employment relationship with COUNTY may not use COUNTY computers or computer
22 peripherals on non-COUNTY premises without prior authorization from COUNTY's Chief
23 Information Officer or her designee.
24 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data on
25 any hard-disk drive.
26 E. CONTRACTOR is responsible to employ strict controls to insure the integrity and
27 security of COUNTY's confidential information and to prevent unauthorized access to data
28 maintained in computer files, program documentation, data processing systems, data files and
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I data processing equipment which stores or processes COUNTY data internally and externally.
2 F. Confidential client information transmitted to one party by the other by means of
3 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES)
4 of 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
5 G. CONTRACTOR is responsible to immediately notify COUNTY of any breaches or
6 potential breaches of security related to COUNTY's confidential information, data maintained in
7 computer files, program documentation, data processing systems, data files and data processing
8 equipment which stores or processes COUNTY data internally or externally.
9 H. In the event of a breach of security related to COUNTY's confidential client
10 information provided to CONTRACTOR, COUNTY will manage the response to the incident,
1 1 however, CONTRACTOR will be responsible to issue any notification to affected individuals as
12 required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will
13 be responsible for all costs incurred as a result of providing the required notification. When no
14 longer needed, all Medi-Cal Personally Identifiable Information, as defined in the Medi-Cal Data
15 Privacy and Security Agreement between the California DHCS and the County of Fresno,
16 (hereinafter referred to as "the Medi-Cal Data Agreement"), whether stored in print or electronic
17 format, must be destroyed or disposed of through confidential means, as described in the Medi-
18 Cal Data Agreement. The current Medi-Cal Data Agreement is available upon request or can be
19 viewed at: http://www.FresnoCountVCA.gov/MediCalPrivacV/.
20 I. The requirements in this Data Security provision shall apply to CONTRACTOR's
21 subcontractors, if any.
22 16. DRUG-FREE WORKPLACE REQUIREMENTS
23 CONTRACTOR hereby provides the certification that is required by regulations
24 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F, requiring the
25 maintenance of a drug-free workplace. False certification or violation of the certification shall be
26 grounds for suspension of payments, suspension or termination of grants, or government wide
27 suspension or debarment. CONTRACTOR shall also comply with the requirements of the Drug-
28 Free Workplace Act of 1990 (California Government Code section 8350 et seq.)
COUNTY OF FRESNO
Fresno,CA
1 17. DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
2 INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED
3 TRANSACTIONS
4 A. COUNTY and CONTRACTOR recognize that Federal assistance funds will be
5 used under the terms of this Agreement. CONTRACTOR, hereby certifies, as required by the
6 regulation implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98,
7 section 98.510, Participant's Responsibilities, which were published as Part VI of the May 26,
8 1988 Federal Register(pages 19160-19211), the following:
9 1) Neither it nor its principals are presently debarred, suspended, proposed for
10 debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
11 Federal department or agency.
12 2) Shall not knowingly enter into any lower tier covered transaction with a
13 person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation
14 in this covered transaction, unless unauthorized by the Federal department or agency with which
15 this transaction originated.
16 3) Where CONTRACTOR is unable to certify to any of the statements in this
17 certification, CONTRACTOR shall attach an explanation to this Agreement.
18 4) Provide immediate written notice to COUNTY if at any time
19 CONTRACTOR learns that its certification in Section Seventeen (17) of this Agreement was
20 erroneous when submitted or has become erroneous by reason of changed circumstances.
21 5) Include a clause identical to Section Seventeen (17) of this Agreement and
22 titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower
23 Tier Covered Transactions", in all lower tier covered transactions and in all solicitations for lower
24 tier covered transaction.
25 6) This assurance shall be included in every nonexempt subgrant, contract, or
26 subcontract that CONTRACTOR enters into relating to this Agreement.
27 7) The certification in Section Seventeen (17) of this Agreement is a material
28 representation of fact upon which COUNTY relied in entering into this Agreement.
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1 18. INTERPRETATION OF LAWS AND REGULATIONS
2 COUNTY reserves the right to make final interpretations or clarifications on issues
3 relating to Federal and State laws and regulations applicable to this Agreement, to ensure
4 compliance.
5 19. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
6 COUNTY, its officers, consultants, contractors, subcontractors, agents and employees
7 shall comply with all applicable State, Federal and local laws and regulations governing projects
8 that utilize Federal Funds.
9 20. RECORDS
10 A. Record Establishment and Maintenance
11 CONTRACTOR shall establish and maintain records in accordance with those
12 requirements prescribed by COUNTY and communicated in writing to CONTRACTOR with
13 respect to all matters covered by this Agreement. CONTRACTOR shall retain all fiscal books,
14 account records and client files for services performed under this Agreement for at least three (3)
15 years from date of final payment under this Agreement or until all State and Federal audits are
16 completed for that fiscal year, whichever is later.
17 B. Cost Documentation
18 COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
19 potential State or Federal audit exception discovered during an examination. Where findings
20 indicate that program requirements are not being met by CONTRACTOR and State or Federal
21 participation in this program may be imperiled in the event that corrections are not accomplished
22 by CONTRACTOR within thirty (30) days of receipt of such notice from COUNTY, written
23 notification of the findings shall constitute COUNTY's intent to terminate this Agreement.
24 C. Service Documentation
25 CONTRACTOR agrees to maintain records to verify services under this
26 Agreement including names and addresses of clients served, the date of service and a description
27 of services provided on each occasion. These records and any other document pertaining in
28 whole or in part to this Agreement, shall be clearly identified and readily accessible.
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I D. Use of Data
2 CONTRACTOR shall grant to COUNTY and the United States Department Health
3 and Human Services the royalty-free, nonexclusive and irrevocable license throughout the world
4 to publish, translate, reproduce, deliver, perform, dispose of, duplicate, use, and/or disclose in any
5 manner and for any purpose whatsoever and to authorize others to do so, all subject data now or
6 hereafter covered by copyright. CONTRACTOR shall exert all reasonable effort to advise
7 COUNTY at time of delivery of subject data furnished under this Agreement, of all possible
8 invasions of the right of privacy therein contained, and of all portions of such subject data copied
9 from work not composed or produced in the performance of this Agreement and not licensed
10 under this provision.
11 As used in this clause, the term "Subject Data" means writing, sound recordings,
12 pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms,
13 diagrams, work flow charts, equipment descriptions, data files and data processing of computer
14 programs, and works of any similar nature (whether or not copyrighted or copyrightable)which are
15 first produced or developed under this Agreement by or for CONTRACTOR. The term does not
16 include financial reports, cost analyses and similar information incidental to contract
17 administration.
18 CONTRACTOR shall report to COUNTY promptly and in written detail, each
19 notice of claim of copyright infringement received by CONTRACTOR with respect to all subject
20 data delivered under this Agreement. CONTRACTOR shall not affix any restrictive markings
21 upon any data. If markings are affixed, COUNTY shall have the right at any time to modify,
22 remove, obliterate or ignore such markings.
23 COUNTY shall have access to any report, preliminary findings or data assembled
24 by CONTRACTOR under this Agreement. In addition, CONTRACTOR must receive written
25 permission from COUNTY prior to publication of any materials developed under this Agreement
26 and file with COUNTY a copy of all educational and training materials, curricula, audio/visual aids,
27 printed material and periodicals, assembled pursuant to this Agreement prior to publication.
28 21. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
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I To the extent necessary to prevent disallowance of reimbursement under section
2 1861(v)(1)(1) of the Social Security Act (42 U.S.C. § 1395x(v)(1)[I]), until the expiration of four (4)
3 years after the furnishing of services under this Agreement, CONTRACTOR shall make available,
4 upon written request to the Secretary of the United States Department of Health and Human
5 Services, or upon request to the Comptroller General of the United States General Accounting
6 Office, or any of their duly authorized representatives, a copy of this Agreement and such books,
7 documents and records as are necessary to certify the nature and extent of the costs of these
8 services provided by CONTRACTOR under this Agreement. CONTRACTOR further agrees that
9 in the event CONTRACTOR carries out any of its duties under this Agreement through a
10 subcontract, with a value or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over
I 1 a twelve (12) month period, with a related organization, such Agreement shall contain a clause to
12 the effect that until the expiration of four (4) years after the furnishing of such services pursuant to
13 such subcontract, the related organizations shall make available, upon written request to the
14 Secretary of the United States Department of Health and Human Services, or upon request to the
15 Comptroller General of the United States General Accounting Office, or any of their duly
16 authorized representatives, a copy of such subcontract and such books, documents and records
17 of such organization as are necessary to verify the nature and extent of such costs.
18 22. AUDITS AND INSPECTIONS
19 CONTRACTOR shall at any time during CONTRACTOR's business hours, and as often
20 as COUNTY may deem necessary, make available to COUNTY for examination all of
21 CONTRACTOR's records and data with respect to the matters covered by this Agreement.
22 CONTRACTOR shall, upon request to COUNTY, permit COUNTY to audit and inspect all such
23 records and data necessary to ensure CONTRACTOR's compliance with the terms of this
24 Agreement.
25 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
26 CONTRACTOR shall be subject to the examination and audit of the State Auditor General for a
27 period of three (3) years after final payment under contract (Government Code section 8546.7).
28 Notwithstanding the term provision stated in Section Two (2) of this Agreement, it is
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I acknowledged by the parties hereto that this Agreement shall continue in full force and effect with
2 respect to all audit procedures and requirements as stated in this Agreement until such audit
3 procedures and requirements have been completed to the review and satisfaction of COUNTY.
4 CONTRACTOR shall bear all costs in connection with or resulting from any audit and/or
5 inspection required by this Agreement, including but not limited to actual costs incurred and the
6 payment of any expenditures disallowed by either COUNTY, State or Federal governmental
7 entities, including any assessed interest and penalties.
8 23. ACKNOWLEDGEMENT
9 CONTRACTOR shall acknowledge in all public relations activities, materials and
10 publications that COUNTY is the funding source for services to be provided through this
11 Agreement.
12 24. NOTICES
13 The persons having authority to give and receive notices under this Agreement and
14 their addresses include the following:
15 COUNTY CONTRACTOR
16 Director, Department of CEO
17 Social Services Public Consulting Group, Inc.
18 P.O. Box 1912 148 State Street, Tenth Floor
19 Fresno, CA 93718-1912 Boston, MA 02109
20
21 Any and all notices between COUNTY and CONTRACTOR provided for or permitted
22 under this Agreement, or by law, shall be in writing and shall be deemed duly serviced when
23 personally delivered to one of the parties, or in lieu of such personal service, when deposited in
24 the United States Mail, postage prepaid, addressed to such party. For all claims arising out of or
25 related to this Agreement, nothing in this section establishes, waives, or modifies any claims
26 presentation requirements or procedures provided by law, including but not limited to the
27 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section
28 810).
- 1 6- COUNTY OF FRESNO
Fresno,CA
1 25. GOVERNING LAW
2 The parties agree, that for purposes of venue, performance under this Agreement is to
3 be in Fresno County, California.
4 The rights and obligations of the parties and all interpretation and performance of this
5 Agreement shall be governed in all respects by the laws of the State of California.
6 26. LOBBYING ACTIVITY
7 None of the funds provided under this Agreement shall be used for publicity, lobbying or
8 propaganda purposes designed to support or defeat legislation pending in the Congress of the
9 United States of America or the Legislature of the State of California.
10 27. ENTIRE AGREEMENT
11 This Agreement, including all Exhibits, constitutes the entire agreement between
12 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all
13 previous agreement negotiations, proposals, commitments, writings, advertisements, publications,
14 and understandings of any nature whatsoever unless expressly included in this Agreement.
15
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- 17- COUNTY OF FRESNO
Fresno,CA
I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4 CONTRACTOR COUNTY OF FRESNO
5 Public Consulting Group, Inc.
6 v '
/� ==t�jj �
7 William S. MdsakoyOski,'President jUiqfteFoThairperson of the
Public Consulting,/Group, Inc. rvisors of the County of
Fresno
0 � -- .
10 Mark R. Kmetz, Assistant Secretary
Public Consulting Group, Inc.
11
12 '
Mailing Address:
13
148 State Street, Tenth Floor
14 Boston, MA 02109
Phone No.: (617)717-1084
15 Contact: Brian Howells
ATTEST:
16
17 Bernice E.-Seidel,
Clerk of the Board of Supervisors
18 County of Fresno, State of California
19 '
By: uk�
20 Deputy
21
22 FOR ACCOUNTING USE ONLY:
23
24 ORG No.: 56107001
25 Account No.: 7295
26
Requisition No.: 5611701418
27
28 DEN:ac
- 18- COUNTS'OF FRESNO
Fresno CA
Exhibit A
Summary of Services
ORGANIZATION: Public Consulting Group, Inc.
CONTACT: Brain Howells
ADDRESS: 148 State Street, Tenth Floor
Boston, MA 02109
TELEPHONE: (617) 717-1084
SERVICE: Service Center Consultation and Program Assessments
TERM: April 1, 2018— March 31, 2020
AMOUNT: Not to exceed $1,292,528
PROJECT DESCRIPTION: Public Consulting Group, Inc. (Contractor) is to provide consulting
services for continued support of the Service Center/Client Needs-Based Service Delivery
Model for the County of Fresno (County), Department of Social Services (Department).
Contractor will provide consulting services and training for other specified projects, which
include the assessment and improvement of the Welfare-To-Work (WT\/V) program, General
Relief(GR) program, and consultation support for the Department's Staff Development&
Training section.
Contractor shall be responsible to provide the services set forth below, and as set forth in
Exhibit B. In providing these services, Contractor personnel hours worked are limited to a
cumulative 50 hour work week per person.
A. General Contractor Project Management
1. Contractor shall consult on-site in the metropolitan Fresno area (and rural sites, if
needed)two (2) weeks each month, at a minimum of three (3) days per week.
Additional consulting services can be conducted offsite through the use of
technology, including teleconference, video conference, etc.
2. Contractor shall update work progress and direction with Department's Deputy
Directors and/or project managers at weekly intervals via conference call or in-
person meetings. Contractor is to provide a weekly status report to project
managers of progress against contract deliverables and timeframes.
3. Contractor shall present project updates on-site in summary form on a monthly
basis or at the Department's discretion to the Department's Executive team.
4. By March 31, 2020, Contractor shall develop a continuing operations plan with
Department management to allow for transition of all project management
functions to the Department effective March 31, 2020
5. Contractor shall provide invoices and supporting documentation monthly to the
Department.
6. Contractor shall provide all deliverables by March 31, 2020. If Contractor needs
additional time to fulfill any contract deliverable, Contractor shall send a written
request to the Department detailing reason for delay, measures taken to address
1
Exhibit A
delay, and updated delivery schedule. Department will evaluate request and work
with Contractor to arrive at mutually agreeable resolution. In no event shall a
deliverable deadline be extended beyond March 31, 2020.
B. Service Center Project Management and Ongoing Operations Support
1. Services
a. Contractor shall participate in and support monthly Department program
committee meetings. Contractor shall coach and develop committee leads to
prepare meeting agendas, create and update project plans, identify best
practices, and work with Program staff to develop ideas to improve Service
Center outcomes.
b. Contractor shall assess current CalFresh, Medi-Cal, and CalWORKs Service
Center operations with an emphasis on the Call Center and its performance
compared to other call centers. Contractor shall conduct workflow analysis,
evaluate the effectiveness of current business practices and service delivery
practices, and assist Department management in defining and prioritizing
business process issues.
c. Contractor shall identify gaps in technology, business processes, differences
in business practices among offices, and areas in need of improvement.
d. Contractor shall facilitate standardization of business processes and use of
best practices.
e. Contractor shall provide continued project management support and
guidance to ensure planned objectives are accomplished, with the goal of
transitioning to Department management effective March 31, 2020.
2. Deliverables
a. Contractor shall report findings, updates, analysis of historical data, timelines,
and progress in written format with specific recommendations and
justifications to Deputy Directors and/or project managers.
b. Contractor shall provide implementation plan for business process
improvement in a series of logical steps achievable over a flexible period of
time (include timeline, milestones, deliverables, and activities). Provide
contingencies for adjustment of time periods.
C. Data Management Support
1. Services
a. Contractor shall participate in and support monthly Deputy Director/Program
Manager Operational Reports meeting.
b. Contractor shall coach senior management and supervisors on the use of
data to support data driven decision-making. Provide group and one-on-one
coaching on use of reports including: Task Management Combined Report,
Appointment Status Report, Call Center Combined Report, Lobby Traffic
Analytics, etc.
2
Exhibit A
c. Contractor shall work with Department's Operations Research & Reporting
group to review and analyze current management reports, provide
recommendations on additional data needs, and help develop new reports if
needed.
2. Deliverables
a. Contractor shall develop a recommendations document on Service Center,
General Relief, and Welfare-to-Work operations, including performance
measures for supporting data-driven decision making. Document must be
developed in collaboration with the Department's Operations Research and
Reporting unit.
D. Welfare-To-Work(WTW) Program Assessment and Process Improvement
Support
1. Services
a. Contractor shall perform a comprehensive assessment of current operations,
identify gaps in business processes, and identify areas of improvement such
as work participation rates and client access.
b. Contractor shall assist with incorporating WTW within existing Service Center
meeting structure and/or establish WTW committees on assessment of
needs.
c. Contractor shall work with Operations Research & Reporting to review and
analyze additional data needs, and help develop new reports if needed.
2. Deliverables
a. Contractor shall complete a three (3) month WTW assessment. Work with
Department staff to determine final assessment requirements and necessary
oversight requirements. WTW assessment will be done concurrently with GR
assessment. Report findings in written format with specific recommendations
and justification to Deputy Directors and/or project managers.
b. Contractor shall provide an implementation plan for business process
improvements the month following the conclusion of the WTW assessment in
a phased approach achievable over a flexible period of time (include timeline,
milestones, deliverables, and activities). The plan shall provide contingencies
for adjustment of time periods.
E. General Relief(GR) Program Assessment and Process Improvement Support
1. Services
a. Contractor shall perform a comprehensive assessment of current operations,
identify gaps in business processes, and identify areas of improvement.
b. Contractor shall assist with incorporating GR within existing Service Center
meeting structure and/or establish GR-specific committees based on
assessment of needs.
3
Exhibit A
c. Contractor shall work with Operations Research & Reporting to review and
analyze current GR management reports, provide recommendations on
additional data needs, and help develop new reports if needed.
2. Deliverables
a. Contractor shall complete a three (3) month GR assessment. GR assessment
will be done concurrently with the WTW assessment in a phased approach
achievable over a flexible period of time (include timeline, milestones,
deliverables, and activities). The plan shall provide contingencies for
adjustment of time periods.
F. Staff Development and Training Support
1. Services
a. Contractor shall work with Staff Development to create a Service Center
training curriculum including customer service training.
b. Contractor shall work with Staff Development to conduct "Train the Trainer"
sessions, familiarizing Staff Development trainers with the curriculum and its
delivery.
c. Contractor shall conduct initial training class for newly developed training
curriculum, after which training shall transition to Staff Development.
d. Contractor shall provide facilitation, coaching, training, and support for senior
management and supervisory staff on data-driven decision making and
managing/supervising in a Service Center environment.
2. Deliverables
a. Contractor shall facilitate and develop a plan for Department and staff
communication with a focus on preparing and supporting individuals and
teams in making organizational change.
b. Contractor shall deliver Service Center training plan and develop a transition
plan to Staff Development.
4
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Exhibit A
County shall be responsible for the following:
A. Meet with Contractor as often as needed for project coordination, problems/issue
resolution, information sharing and review, and monitoring of deliverables.
B. Provide an on-site work station (cubicle, phone, and computer) at a County office in
the metro Fresno area.
6
Exhibit B
Budget
ORGANIZATION: Public Consulting Group, Inc.
CONTACT: Brian Howells
ADDRESS: 148 State Street, Tenth Floor
Boston, MA 02109
TELEPHONE: (617) 717-1084
SERVICE: Service Center Consultation and Program Assessments
TERM: April 1, 2018— March 31, 2020
AMOUNT: Not to exceed $1,292,528
Total Hours per Hourly Total
Deliverables: Month Months Rate Hours Total Cost
TBD
General Project Management 20 hrs. per month 24 $220 480 $105,600
Service Center Project Management 2,160
and Ongoing Operations Consulting 90 hrs. per month 24 $220 hrs. $475,200
Support
Data Management Consulting 20 hrs. per month 24 $220 480 $105,600
Support hrs.
Assessment: 125
Welfare-to-Work (WTW) Program hrs. per month
Assessment and Process 3 $220 795 $174,900
Improvement Consulting Support hrs.
Consulting
Support: 20 hrs. 21
per month
Staff Development &Training 20 hrs. per month 24 $220 480 $105,600
Consulting Support hrs.
Assessment: 115 3
General Relief Assessment and hrs. per month 765
Process Improvement Consulting $220 hrs $168,300
Support Consulting
Support: 20 hrs. 21
per month
Travel Travel at cost $157,328
Total: 24 5,160 $1,292,528
hrs.
1
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: