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HomeMy WebLinkAboutAgreement A-15-288 with Avertest.pdfAGREEMENT NO.15-288 AGREEMENT This Agreement is made and entered into this \^oT**day of ow\(b 2015,by and between the COUNTY OF FRESNO,a Political Subdivision of the State of California,hereinafter referred to as "'COUNTY",and AVERTEST,a Limited Liability Company,whose address is 7202 Glen Forest Drive,Suite 302.Richmond,VA 23226 hereinafter referred to as "CONTRACTOR'*. WITNESSETH: WHEREAS,COUNTY,through its Department of Social Services (DSS), is in need of drug testing services for families involved in the Child Welfare Services system;and WHEREAS,CONTRACTOR is qualified and willing to provide such services, NOW,THEREFORE,in consideration of their mutual covenants and conditions,the Parties hereto agree as follows: 1.SERVICES A.CONTRACTOR shall perform all services and fulfill all responsibilities as identified in COUNTY'S Request for Proposal (RFP)989-5328 dated January 21.2015,Addendum to said RFP issued February 13,2015,herein collectively referred to as COUNTY'S Revised RFP and CONTRACTOR'S response to said Revised RFP dated February 27,2015.all incorporated herein by reference and made part of this Agreement.In the event of any inconsistency among these documents, the inconsistency shall be resolved by giving precedence in the following order of priority:1) to this Agreement,including Exhibit A, 2) to the Revised RFP. and 3) to the Response to Revised RFP. A copy of COUNTY'S Revised RFP No.989-5328,and CONTRACTOR'S response shall be retained and made available during the term of this Agreement by COUNTY'S DSS Administration. B.CONTRACTOR shall perform all services and fulfill all responsibilities as identified in Exhibit A,attached hereto and by this reference incorporated herein. 2.TERM This Agreement shall become effective onthe 1st dayofJuly 1,2015 and shall terminate on the June 30,2018. This Agreement shall automatically renew for two (2)additional one (1) year periods through June 30, 2020 upon the same terms and conditions herein set forth,unless written notice of COUNTY OF I'RKSNO [•rcsno,CA non-renewal is given by CONTRACTOR or COUNTY or COUNTY'S DSS Director not later than sixty (60) days prior to the close of the current Agreement term. 3.TERMINATION A.Non-Allocation of Funds — the terms of this Agreement,and the services to be provided thereunder,is contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated to COUNTY,the services provided may be modified,or this Agreement terminated by COUNTY at any time by giving CONTRACTOR thirty (30) days advance written notice. B.Breach of Contract —COUNTY may immediately suspend or terminate this Agreement,in whole or in part,where in the determination of COUNTY there is: 1)An illegal or improper use of funds; 2) A failure to comply with any term of this Agreement; 3) A substantially incorrect or incomplete report submitted to COUNTY; 4)Improperly performed service. Upon written notice from the COUNTY,the CONTRACTOR shall be allowed ten (10) days from receipt of the written notice to cure such breach. In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default.COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY of any funds disbursed to CONTRACTOR under this Agreement,which in the judgment of COUNTY were not expended in accordance with the terms of this Agreement.CONTRACTOR shall promptly refund any such funds upon demand or, at the COUNTY'S option; such repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement. C.Without Cause —under circumstances other than those set forth above,this Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY'S DSS Director, or designee, upon the giving of sixty (60) days advance written notice of the intention to terminate the Agreement. COUNTY OF FRFSXO Fresno.CA 4.COMPENSATION CONTRACTOR shall provide the services outlined under Section one (1)of the Agreement at the rates listed in Exhibit B,attached hereto and incorporated herein by reference. For each twelve (12)month period of this Agreement,in no event shall services performed under this Agreement be in excess of Three Hundred Fifty Thousand and No/100 Dollars ($350,000).The cumulative total of this Agreement shall not be in excess of One Million Seven Hundred Fifty Thousand and No/100 ($1,750,000).It is understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR. Except as provided below regarding State payment delays,payments by COUNTY shall be in arrears,for services provided during the preceding month,within forty-five (45)days after receipt,verification and approval of CONTRACTOR'S invoices by COUNTY'S DSS. If CONTRACTOR should fail to comply with any provision of this Agreement,COUNTY shall be relieved of its obligation for further compensation.All final claims shall be submitted by CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed.No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day closeout period. Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall automatically revert to COUNTY. The services provided by CONTRACTOR under this Agreement are funded in whole or in part by the State of California. In the event that funding for these services is delayed by the State Controller,COUNTY may defer payment to CONTRACTOR.The amount of the deferred payment shall not exceed the amount of funding delayed by the State Controller to COUNTY.The period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller's delay of payment to COUNTY plus forty-five (45) days. 5.INVOICING CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th)of each month for actual expenses incurred and services rendered in the previous month to: DSSInvoices@co.fresno.ca.us. At the discretion of COUNTY'S DSS Director or designee,if an invoice is incorrect or is - 3 -COUXTY OF FRFSXO Fresno,CA otherwise not in proper form or substance, COUNTY'S DSS Director or designee shall have the right to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR.CONTRACTOR agrees to continue to provide services for a period of sixty (60) days after notification of an incorrect or improper invoice. If after the sixty (60) day period,the invoice(s)is still not corrected to COUNTY'S DSS satisfaction,COUNTY'S DSS Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in Section Three (3)of this Agreement.In addition,for invoices received sixty (60) days after the expiration of each term of this Agreement or termination of this Agreement,at the discretion of COUNTY'S DSS Director or designee,COUNTY'S DSS shall have the right to deny payment of any additional invoices received. 6.INDEPENDENT CONTRACTOR In performance of the work,duties,and obligations assumed by CONTRACTOR under this Agreement,it is mutually understood and agreed that CONTRACTOR,including any and all of CONTRACTOR'S officers,agents,and employees will at all times be acting and performing as an independent contractor,and shall act in an independent capacity and not as an officer,agent,servant, employee,joint venturer,partner,or associate of COUNTY.Furthermore,COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function.However.COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations,if any.of governmental authorities having jurisdiction over matters which are directly or indirectly the subject of this Agreement. Because of its status as an independent contractor,CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.In addition,CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security,withholding,and all other regulations governing such COUXTY OF FRFSXO Fresno.CA matters. It is acknowledged that during the term of this Agreement,CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement. 7.MODIFICATION A. Any matters of this Agreement may be modified from time to time by the written consent of all the parties without,in any way,affecting the remainder. B.Notwithstanding the above,changes to line items in the budget,attached hereto as Exhibit B, in an amount not to exceed 10%of the total maximum compensation as identified in Section Four (4)of this Agreement,may be made with the written approval of COUNTY'S DSS Director or designee and CONTRACTOR.Budget line item changes shall not result in any change to the maximum compensation amount payable to CONTRACTOR,as stated herein. C.CONTRACTOR hereby agrees that changes to the compensation under this Agreement may be necessitated by a reduction in funding from State and/or Federal sources. COUNTY'S DSS Director or designee may modify the maximum compensation depending on State and Federal funding availability,as stated in Section Four (4) in this Agreement.CONTRACTOR further understands that this Agreement is subject to any restrictions,limitations or enactments of all legislative bodies which affect the provisions,term or funding of this Agreement in any manner. 8.NON-ASSIGNMENT Neither party shall assign,transfer or subcontract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 9.HOLD-HARMLESS CONTRACTOR agrees to indemnify,save,hold harmless,and at COUNTY'S request, defend COUNTY,its officers,agents and employees from any and all costs and expenses,including attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to COUNTY in connection with the performance,or failure to perform,by CONTRACTOR,its officers, agents or employees under this Agreement,and from any and all costs and expenses,including attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to any person,firm or corporation who may be injured or damaged by the performance,or failure to perform, of CONTRACTOR,its officers,agents or employees under this Agreement.In addition, COUNTY OF'FRFSXO Fresno,CA CONTRACTOR agrees to indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting from noncompliance herein on the part of the CONTRACTOR. 10.INSURANCE Without limiting COUNTY'S right to obtain indemnification from CONTRACTOR or any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and affect the following insurance policies throughout the term of this Agreement: A.Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million Dollars ($2,000,000).This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including completed operations, product liability,contractual liability,Explosion,Collapse,and Underground (XCU),fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. B.Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000)per person, Five Hundred Thousand Dollars ($500,000)per accident and for property damages of not less than Fifty Thousand Dollars ($50,000),or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000).Coverage should include owned and non-owned vehicles used in connection with this Agreement. C.Professional Liability If CONTRACTOR employs licensed professional staff (e.g.Ph.D.,R.N., 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.Three Million Dollars ($3,000,000)annual aggregate. CONTRACTOR agrees that it shall maintain,at its sole expense,in full force and effect for a period of three (3)years following the termination of this Agreement,one or more policies of professional liability insurance with limits of coverage as specified herein. D.Worker's Compensation A policy of Worker's Compensation Insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance COUXTY OF FRFSXO Fresno,CA naming the Countyof Fresno,its officers,agents,and employees,individually and collectively,as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Within thirty (30) days from the date CONTRACTOR signs this Agreement, CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies,as requiredherein, to DSSContractInsurance%1co.fresno.ca.us or mailto the County of Fresno, DSS, PO BOX 1912, Fresno, California, 93718-1912, Attention: Contracts, stating that such insurance coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers,agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance,maintained by COUNTY, its officers, agents and employees,shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein;and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance,written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided,COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California.Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating ofAFSC VII or better. 11.CONFIDENTIALITY All services performed by CONTRACTOR under this Agreement shall be in strict COUXTY OF'FRFSXO Fresno,CA conformance with all applicable Federal,State of California and/or local laws and regulations relating to confidentiality. 12.NON-DISCRIMINATION CONTRACTOR hereby agrees that in the performance of this Agreement,it will comply with Title VI and VII of the Civil Rights Act of 1964 as amended;Section 504 of the Rehabilitation Act of 1973 as amended;the Age Discrimination Act of 1975 as amended;the Food Stamp Act of 1977, as amended and in particular Section 272.6;Title II of the Americans with Disabilities Act of 1990;California Civil Code Section 51 et seq.,as amended;California Government Code Section 11135-11139.5.as amended;the Fair Labor Standards Act;California Government Code Section 4450;Title 22,California Code of Regulations Section 98000 -98413;the Dymally-Alatorre Bilingual Services Act (California Government Code Section 7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996;and other applicable federal and state laws, as well as their implementing regulations [including,but not limited to, 45 Code of Federal Regulations (CFR)Parts 80. 84, and 91, 7 CFR Part 15,and 28 CFR Part 42],by ensuring that employment practices and the administration of public assistance and social services programs are nondiscriminatory,to the effect that no person shall because of ethnic group identification,age, sex, gender,gender identity,gender expression,sexual orientation,color,physical disability,mental disability,medical condition,national origin,race,ancestry,marital status,religion,or religious creed be excluded from participation in or be denied the benefits of, or be otherwise subject to discrimination under any program or activity receiving federal or state financial assistance. CONTRACTOR agrees that it will immediately take any measures necessary to effectuate the terms of this Non-Discrimination provision. CONTRACTOR gives the above agreement in consideration of and for the purpose of obtaining any and all federal and state assistance.CONTRACTOR hereby agrees that administrative methods/procedures which have the effect of subjecting individuals to discrimination or defeating the objectives of the California Department of Social Services (CDSS)Manual of Policies and Procedures (MPP)Chapter 21 will be prohibited. CONTRACTOR agrees to compile data,maintain records and submit reports as COUNTY OF'FRFSNO Fresno,CA required, to permit effective enforcement of the aforementioned laws, rules and regulations and permit authorized COUNTY, CDSS and/or federal government personnel, during normal working hours, to review such records, books and accounts as needed to ascertain compliance. If there are any violations of this Non-Discrimination Section, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with Welfare and Institutions Code Section 10605,or Government Code Section 11135-11139.5,or any other laws, or the issue may be refen-ed to the appropriate federal agency for further compliance action and enforcement of this Section. Furthermore, if an allegation of discrimination occurs,COUNTY may withhold all further funds, until CONTRACTOR can show clear and convincing evidence to the satisfaction of COUNTY that funds provided under this Agreement were not used in connection with the alleged discrimination. A.Employment Opportunity -CONTRACTOR shall comply with the COUNTY policy and the Equal Employment Opportunity Commission guidelines,which forbid discrimination against any person on the grounds of ethnic group identification,age, sex, gender, gender identity, gender expression,sexual orientation,color,physical disability,mental disability,medical condition, national origin, race,ancestry,marital status, religion, or religious creed in employment practices. Such practices include retirement,recruitment advertising,hiring,layoff,termination,upgrading, demotion,transfer,rates of pay or other forms of compensation,use of facilities and other terms and conditions of employment. B.Nepotism -Except by consent of the COUNTY'S DSS Director,or designee,no person shall be employed by CONTRACTOR who is related by blood or marriage to, or who is a member of the Board of Directors or an officer of CONTRACTOR. C.The requirements stated above are binding on CONTRACTOR directly or through contract,license,or other provider services,as long as it receives federal or state assistance. 13.CONFLICT OF INTEREST No officer,agent,or employee of COUNTY who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement.No officer,agent, or employee of COUNTY who exercises any function or responsibility for planning and carrying out the services COUNTY OF FRFSNO Fresno,CA provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition,no employee of COUNTY shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.CONTRACTOR shall also comply with all Federal, State of California,and local conflict of interest laws,statutes,and regulations,which shall be applicable to all parties and beneficiaries under this Agreement and any officer,agent, or employee of COUNTY. 14.CHILD ABUSE REPORTING CONTRACTOR shall utilize a procedure acceptable to COUNTY to ensure that all of CONTRACTOR'S employees,volunteers,consultants,subcontractors,or agents performing services under this Agreement shall report all known or suspected child abuse or neglect to one or more of the agencies set forth in Penal Code Section 11165.9.This procedure shall include having all CONTRACTOR'S employees,volunteers,consultants,subcontractors,or agents performing services under this Agreement sign a statement that he or she knows of and will comply with the reporting requirements set forth in Penal Code Section 11166.The statement to be utilized by CONTRACTOR is set forth in Exhibit C,attached hereto and by this reference incorporated herein. 15.CHARITABLE CHOICE CONTRACTOR may not discriminate in its program delivery against a client or potential client on the basis of religion or religious belief,a refusal to hold a religious belief,or a refusal to actively participate in a religious practice.Any specifically religious activity or service made available to individuals by CONTRACTOR must be voluntary as well as separate in time and location from County funded activities and services.CONTRACTOR shall inform COUNTY as to whether it is faith-based.If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its policy on referring individuals to an alternate treatment provider,and include a copy of this policy in its client admission forms.The policy must inform individuals that they may be referred to an alternative provider if they object to the religious nature of the program,and include a notice to DSS.Adherence to this policy will be monitored during annual site reviews,and a review of client files.If CONTRACTOR identifies as faith-based,by July 1 of each year CONTRACTOR will be required to report to DSS the number of individuals who requested referrals to alternate providers based on religious objection. -10 -COUNTY OF FRFSNO Fresno,CA 16.PROHIBITION ON PUBLICITY None of the funds,materials,property or services provided directly or indirectly under this Agreement shall be used for CONTRACTOR'S advertising,fundraising,or publicity (i.e., purchasing of tickets/tables,silent auction donations,etc.)for the purpose of self-promotion. Notwithstanding the above,publicity of the services described in Paragraph One (1)of this Agreement shall be allowed as necessary to raise public awareness about the availability of such specific services when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such items as written/printed materials,the use of media (i.e., radio,television,newspapers)and any other related expense(s). 17.DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if CONTRACTOR is operating as a corporation (a for- profit or non-profit corporation)or if during the term of this Agreement,CONTRACTOR changes its status to operate as a corporation. Members of CONTRACTOR'S Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement.A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and in which one or more of its directors has a material financial interest.Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit D and by this reference incorporated herein, and submitting it to COUNTY prior to commencing with the self- dealing transaction or immediately thereafter. 18.CLEAN AIR AND WATER In the event the funding under this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00),CONTRACTOR shall comply with all applicable standards,orders or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq;the Clean Water Act contained in 33 U.S.Code 1368 el seq.;and any standards,laws and regulations,promulgated thereunder.Under these laws and regulations,CONTRACTOR shall assure: A. No facility shall be utilized in the performance of the Agreement that has been II -COUNTY OF'FRFSXO Fresno,CA listed on the Environmental Protection Agency (EPA) list of Violating Facilities; B.COUNTY shall be notified prior to execution of this Agreement of the receipt of any communication from the Director,Office of Federal Activities,and U.S. EPA indicating that a facility to be utilized in the performance of this Agreement is under consideration to be listed on the EPA list of Violating Facilities; C.COUNTY and U.S.EPA shall be notified about any known violation of the above laws and regulations;and D. This assurance shall be included in every nonexempt sub grant,contract,or subcontract. 19.DRUG-FREE WORKPLACE REQUIREMENTS CONTRACTOR hereby provides the certification that is required by regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76,Subpart F,requiring the maintenance of a drug-free workplace.False certification or violation of the certification shall be grounds for suspension of payments,suspension or termination of grants, or government wide suspension or debarment.CONTRACTOR shall also comply with the requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.) 20.DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION,INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS A.COUNTY and CONTRACTOR recognize that Federal assistance funds will be used under the terms of this Agreement.CONTRACTOR hereby certifies,as required by the regulation implementing Executive Order 12549,Debarment and Suspension,29 CFR Part 98, section 98.510,Participant's responsibilities.The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160-19211),the following: 1)Neither it nor its principals are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. 2) Shall not knowingly enter into any lower tier covered transaction with a -12 -COUNTY OF FRFSNO Fresno,CA person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless unauthorized by the Federal department or agency with which this transaction originated. 3) Where CONTRACTOR is unable to certify to any of the statements in this certification, CONTRACTOR shall attach an explanation to this Agreement. 4)Provide immediate written notice to COUNTY if at any time. CONTRACTOR learns that its certification in Section Nineteen (19)of this Agreement was erroneous when submitted or has become erroneous by reason of changed circumstances. 5)Include a clause identical to Section Nineteen (19)of this Agreement and titled "'Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions",in all lower tier covered transactions and in all solicitations for lower tier covered transaction. 6) This assurance shall be included in every nonexempt sub grant,contract, or subcontract that CONTRACTOR enters into relating to this Agreement. 7) The certification in Section Nineteen (19)of this Agreement is a material representation of fact upon which COUNTY relied in entering into this Agreement. 21.ACKNOWLEDGEMENT CONTRACTOR shall acknowledge in all public relations activities,materials and publications that COUNTY is a funding source for services to be provided through this Agreement. 22.POLITICAL ACTIVITY None of the funds,materials,property or services provided directly or indirectly under this Agreement shall be used for any political activity,or to further the election or defeat of any candidate for public office. 23.LOBBYING ACTIVITY None of the funds provided under this Agreement shall be used for publicity, Lobbying or propaganda purposes designed to support or defeat legislation pending in the Congress of the United States of America or the Legislature of the State of California. /// 13 -COUNTY OF FRFSNO Fresno,CA 24.STATE ENERGY CONSERVATION CONTRACTOR must comply with the mandatory standard and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 United States (US)Code sections 6321,et. seq. 25.GRIEVANCES CONTRACTOR shall establish procedures for handling client complaints and/or grievances. Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve such issues. 26.INTERPRETATION OF LAWS AND REGULATIONS COUNTY reserves the right to make final interpretations or clarifications on issues relating to Federal and State laws and regulations applicable to this Agreement,to ensure compliance. 27.COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS COUNTY,its officers,consultants,subcontractors,agents and employees shall comply with all applicable State, Federal and local laws and regulations governing projects that utilize Federal Funds. 28.RECORDS A.Record Establishment and Maintenance CONTRACTOR shall establish and maintain records in accordance with those requirements prescribed by COUNTY and communicated in writing to CONTRACTOR with respect to all matters covered by this Agreement.CONTRACTOR shall retain all fiscal books,account records and client files for services performed under this Agreement for four (4) years from date of final paymentunderthis Agreementor until all Stateand Federalaudits are completedforthat fiscal year,whichever is later. B.Cost Documentation 1)CONTRACTOR shall submit to COUNTY within ten (10)calendar days followingthe end of the prior month all fiscal and programreports. CONTRACTORshallalso furnish to COUNTY such statements,records,data and information as COUNTY may request -14 -COUNTY OF FRFSNO Fresno,CA pertaining to matters covered by this Agreement.In the event that CONTRACTOR fails to provide reports as provided herein,it shall be deemed sufficient cause for COUNTY to withhold payments until compliance is established. 2) All costs shall be supported by properly executed payrolls,time records, invoices,vouchers,orders,or any other accounting documents pertaining in whole or in part to this Agreement and they shall be clearly identified and readily accessible.The support documentation must indicate the line budget account number to which the cost is charged. 3)COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any potential State or Federal audit exception discovered during an examination.Where findings indicate that program requirements are not being met by CONTRACTOR and State or Federal participation in this program may be imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of receipt of such notice from COUNTY, written notification of the findings shall constitute COUNTY'S intent to terminate this Agreement. C.Service Documentation CONTRACTOR agrees to maintain records to verify services under this Agreement including names of clients served the date of service and a description of services provided on each occasion. These records and any other document pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. D.Use of Data CONTRACTOR shall grant to COUNTY and the United States Department Health and Human Services the royalty-free,nonexclusive and irrevocable license throughout the world to publish, translate, reproduce, deliver, perform, dispose of, duplicate, use, and/or disclose in any manner and for any purpose whatsoever and to authorize others to do so, all subject data now or hereafter covered by copyright.CONTRACTOR shall exert all reasonable effort to advise COUNTY at time of delivery of subject data furnished under this Agreement,of all possible invasions of the right of privacy therein contained, and of all portions of such subject data copied from work not composed or produced in the performance of this Agreement and not licensed under this provision. As used in this clause,the term "Subject Data"means writing,sound COUNTY OF FRFSNO Fresno,CA recordings,pictorial reproductions,drawings,designs or graphic representations,procedural manuals, forms, diagrams, work flow charts, equipment descriptions,data files and data processing of computer programs, and works of any similar nature (whether or not copyrighted or copyrightable) which are first produced or developed under this Agreement by or for CONTRACTOR.The term does not include the CONTRACTOR'S proprietary drug testing and case management software, educational and training materials (of any form) independently developed by the CONTRACTOR for the benefit of the CONTRACTOR'S customers,financial reports, cost analyses and similar information incidental to contract administration. CONTRACTOR shall report to COUNTY promptly and in written detail, each notice of claim of copyright infringement received by CONTRACTOR with respect to all subject data delivered under this Agreement.CONTRACTOR shall not affix any restrictive Markings upon any data. If markingsare affixed, COUNTYshall havethe right at any time to modify,remove, obliterate or ignore such markings. COUNTY shall have access to any report,preliminary findings or data assembled by CONTRACTOR under this Agreement. In addition. CONTRACTOR must receive written permission from COUNTY priorto publication of any materials developed underthis Agreementand file with COUNTYa copy of all educationaland training materials,curricula, audio/visual aids, printed material and periodicals, assembled pursuant to this Agreement prior to publication. 29.SINGLE AUDIT CLAUSE CONTRACTOR agrees to provide a copy of its audit report, performed in accordance withthe requirements (wheretheymayapplyto CONTRACTOR)ofthe SingleAuditActof 1984 (31 USCsection7502)and subjectto the terms of Office of Managementand Budget(OMB)Circulars (A-l 10,A-122 and A-133),to COUNTY. Such audit shall be delivered to COUNTY'S DSS, for review not later than nine (9) months after the close of the CONTRACTOR'S fiscal year in which the funds supplied through this Agreement are expended and/or received forthis program.Theaudit must includea statement of findingsor a statementthat there were no findings.If therewere negative findings,CONTRACTOR must include a corrective action plan signed byan authorized individual. 16 -COUNTY OF FRFSNO Fresno,CA Failure to comply with the Single Audit Act may result in COUNTY performing the necessary audit tasks,or, at COUNTY'Soption, contractingwith a qualifiedaccountantto performthis audit. All auditcosts related tothis Agreement arethe sole responsibility of CONTRACTOR who agrees totake corrective action to eliminate any material noncompliance or weakness found as a result of such audit. Auditwork performed by COUNTY underthis paragraph shallbe performed onlyafterwritten notice to CONTRACTOR and billedto CONTRACTORat COUNTYcost as determinedby COUNTY'S Auditor-Controller/Treasurer-Tax Collector. 30.AUDITS AND INSPECTIONS CONTRACTORshallat any time during business hours,and as oftenas COUNTYmay deem necessary,makeavailableto COUNTY for examination all of itsrecordsanddatawith respect to the matterscovered by this Agreement.CONTRACTORshall, upon requestby COUNTY,permit COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State of California Auditor General for a period of three (3) years after final payment under contract (California Government Code section 8546.7). In addition,CONTRACTOR shall cooperate and participate with COUNTY'S fiscal review process and comply with all final determinations rendered by the COUNTY'S fiscal review process. If COUNTY reaches an adverse decision regarding CONTRACTOR'S services to consumers,it may result in the disallowance of payment for services rendered;or in additional controls to the delivery of services, or in the termination of this Agreement,at the discretion of COUNTY'S DSS Director or designee.If as a result of COUNTY'S fiscal review process a disallowance is discovered due to CONTRACTOR'S deficiency,CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be adjusted from CONTRACTOR'S future payments,at the discretion of COUNTY'S DSS Director or designee.In addition,COUNTY shall have the sole discretion in the determination of fiscal review outcomes,decisions and actions. 17 -COUNTY OF FRFSNO Fresno,CA 31.NOTICES The persons having authority to give and receive notices under this Agreement and their addresses include the following: COUNTY CONTRACTOR Director,County of Fresno Jason Herzog,President Department of Social Services Avertest,LLC PO BOX 1912 7202 Glen Forest Drive,Suite 302 Fresno,CA 93718-1912 Richmond,VA 23226 32.CHANGE OF LEADERSHIP /MANAGEMENT Any and all notices between COUNTY and CONTRACTOR provided for or permitted under this Agreement or by law, shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail,postage prepaid,addressed to such party. In the event of any change in the status of CONTRACTOR'S leadership or management, CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change. Such notification shall include any new leader or manager's name, address and qualifications."Leadershipor management"shallincludeany employee,member,or ownerof CONTRACTOR who either a)directs individuals providing services pursuant to this Agreement,b) exercises control over the manner in which services are provided,or c) has authority over CONTRACTOR'S finances. 33.GOVERNING LAW The parties agree,that for the purposesof venue, performanceunderthis Agreementis to be in Fresno County,California. Therights and obligationsof the partiesand all interpretationand performanceof this Agreementshall be governedin all respects bythe lawsof the Stateof California. 34.ENTIRE AGREEMENT This Agreement,includingall Exhibits,constitutesthe entire agreementbetween CONTRACTOR and COUNTYwith respect to the subjectmatter hereofand supersedesall previous agreement negotiations,proposals,commitments,writings,advertisements,publications and 18 -COUNTY OF'FRFSNO Fresno.CA understandings of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 19 -COUNTY OF FRFSNO Fresno,CA /// /// /// /// /// IN WITNESS WHEREOF,the parties hereto have executed this Agreement asof the day and year first hereinabove written. ATTEST: CONTRACTOR AVERTES Pri/tName:_Us6a HWZ&K Title:C£0 Chairman of the Board,or President,or any Vice President &UI- Print Name:.\AfM-ft^Ia)Vm4(o(X- Title:CFP Secretary (of Corporation), or any Assistant Secretary,or Chief Financial Officer,or any Assistant Treasurer COUNTY OF FRESNO •nuJimt/Q. Deborah A.Poochigian,Chai Board of Supervisors BERNICE E.SEIDEL,Clerk Board of Supervisors By Q-W^fZo^tU^h 20 COUN'IY OF FRKSNO Fresno,C\ APPROVED AS TO LEGAL FORM: DANIEL C.CEDERBORG.COUNTY COUNSEL By \mJ[LI,^il APPROVED AS TO ACCOUNTING FORM: VIOKI CROW,C.P.A.,AUD|J0R-CONTROLLER/ TREASURER-TAX COLLECTOR By £, REVIEWED AND RECOMMENDED FOR APPROVAL: Delfino E.Nfeira,TJirector Department of Social Services Fund/Subclass:0001/10000 Organization:56107001 Account/Program:7870/0 DEN:jr COUNTY OF FRFSNO Fresno,CA ORGANIZATION: ADDRESS: SERVICE ADDRESS: TELEPHONE: CONTACT PERSON: CONTRACT PERIOD: CONTRACT AMOUNT: AVERTEST DRUG TESTING SUMMARY OF SERVICES Avertest,LLC 7202 Glen Forest Drive,Suite 302 Richmond,VA 23226 2113 Merced Street Fresno,CA 93721-1709 (559)781-8029 Tory Warden,Regional Manager July 1,2015-June 30,2020 $350,000 (July 1,2015 -June 30,2016) $350,000 (July 1,2016 -June 30,2017) $350,000 (July 1,2017 -June 30,2018) $350,000 (July 1,2018 -June 30,2019) $350,000 (July 1,2019-June 30,2020) Exhibit A Page 1 of 2 SUMMARY OF SERVICES: Avertest,LLC is to provide a randomized drug testing program for participants involved with Child Welfare Services (CWS).CONTRACTOR will maintain sole responsibility for the randomized drug testing service and the reporting/availability of results to CWS staff.Specific test panels and methods are outlined in Exhibit B,along with cost per unit. CONTRACTOR RESPONSIBILITIES: CONTRACTOR shall provide the following services to CWS participants: • A randomized drug testing program that includes the below key features: o Frequency Groups:The groups have parameters that allow for the specification of a period (e.g.weekly,monthly),frequency (e.g.1-9 times per month),a minimum number of tests per week,a minimum number of weekend tests per month,and automatic rescheduling rules based on non-negative results. o PIN:Participants are provided with a unique PIN that does not change throughout the duration of their services and is used to notify them when they have been selected to test. o Scheduling Engine:The scheduling engine is responsible for updating the randomized calendar and can be tailored to incorporate changes to the testing population and parameters. o Notification System:Participants are instructed to call a local interactive phone system that utilizes their PIN to inform the participant of the need to test or not.The system also Exhibit A Page 2 of 2 informs the participant of available testing hours and location.A call log is created when a participant calls into the phone system. o Custom Messages:Through Aversys,CWS staff can enter a custom message that can be relayed to specified participants or groups of participants.This service can be used to provide reminders and share information. o Call Log:The Call Log records a participant's history of call activity and provides a call- in compliance score,which is included in the participant's test compliance history. •Test sites at the following locations/times: o Downtown Fresno:9:00am-6:00pm Monday-Friday,9:00am-12:00pm Weekends & Holidays when testing is randomly scheduled (the Downtown Fresno location will be closed on Weekends &Holidays if testing is not randomly scheduled) o Selma:8:00am-11:00am &1:00pm-3:00pm Monday through Friday o Kerman:8:30am-11:00am and 12:00pm-2:00pm Monday through Friday o Coalinqa:9:00am-2:00pm Monday through Friday REPORTING: CONTRACTOR shall provide the following reports to COUNTY (including, but not limited to): •Individual participant testing results •Summary of participant testing history • History of testing compliance and participation/non-participation • Report on testing adulterations,substitutions,and/or diluted samples,or other situations where an individual could not provide a sample •Monthly summaries of enrollments/dismissals by established random groups •Monthly summaries of all tests conducted forthe month: Random,Emergency Response,Spot Tests,and Hair Tests,including confirmations •Cumulative no-show list • Monthly summary of individuals who have not enrolled • Quarterlytesting summary including trends, graphical descriptions, drug classes testing positive •Comparative analysis of no show rates •Other reports as requested by COUNTY COUNTY RESPONSIBILITIES: •COUNTY shall provide appropriate referrals to CONTRACTOR and designate a Department point of contact •COUNTY staff will meet and/or consult with CONTRACTOR as often as necessary to address any issues or concerns Department of Social Services Drug Testing Services Pricing The following is the established price schedule for drug testing services. Exhibit B Page 1 of 2 Service Cost per Unit Standard Urine Screen: •Breath Alcohol Test •Amphetamines (Ecstasy/MDMA,Methamphetamines) •Cocaine •Opiates (heroin,morphine,hydrocodone,hydromorphone, oxycodone,oxymorphone) •PCP •THC $18.50 per sample Standard Substitute/Add on: Anyof the following substances can be substituted for any of the above substances for no additional charge or added for $0.50. •Barbiturates •Benzodiazepines •Ecstasy/MDMA •Methadone •Methaqualone •Propoxyphene Substitute:$0.00 per assay Add-on $0.50 per assay Specialty Standalone/Add-on: •Buprenorphine (Suboxone) •Fentanyl •EtG •Meperidine •Oxycodone •SOMA •Trmadol •Zolpidem Standalone: $18.50 per sample Add-on $7.50 per assay Urine Confirmation: The above Standard Urine Screen cost per test includes a Liquid Chromatography Tandem Mass Spectrometry (LC/MS/MS)or Gas Chromatography/Mass Spectrometry (GC/MS)confirmation allowance of 2%of all samples.Should COUNTY exceed the 2% confirmation allowance,the cost per confirmation in excess of the 2%confirmation allowance would be $25.00 per confirmation test. 0% to 2%Samples:$0.00 >2%Samples: $25.00 per sample Spot/Emergency Test:$5.00 per test Hair Analysis: Amphetamines,Cocaine,Hydrocodone,Hydromorphone, Methamphetamines,Opiates,PCP,and THC $70.00 per sample Alcohol Breathalyzer With Sample:$0.00 Exhibit B Page 2 of 2 Standalone:$3.00 LSD or Synthetic THC (K2,Spice)$25.00 per test Synthetic Stimulants (Bath Salts) $35.00 per test Standard Oral Fluid: Breath Alcohol Test,Benzodiazepines,Methamphetamines, Cocaine,Opiates,PCP,and THC. $25.00 per sample Medical Review Officer $35.00 per review Expert Testimony In-person testimony: $250 per hour Telephonic or Video:No charge Written Affidavits:No charge Co-Payments: Drug testing participants will incur a share of cost in the form of a co-payment.CONTRACTOR is responsible for the collection and management of participant co-payments as follows: Urine screen:CONTRACTOR agrees to collect a DSS determined co-payment per each urine screen from program participants and bill the remaining difference to DSS.DSS shall determine the amount of the co-payment required by each program participant. Hair collection and analysis:CONTRACTOR agrees to collect the full $70.00 cost of a hair analysis from the participant when the test is conducted as a result of non-compliance with the drug testing program. (Non-compliance occurs when a participant repeatedly fails to appear for urine screenings.COUNTY will specify non-compliance status on the referral to CONTRACTOR). The share of cost is established by COUNTY and cannot be modified without the expressed authorization of COUNTY.CONTRACTOR is to collect payment from participants at the time of testing.Participants unprepared to pay will not be allowed to test and recorded as a "no show."CONTRACTOR will provide data upon the request of the COUNTY as to the number of participants denied testing due to nonpayment. Exceptions will be made at the discretion of COUNTY.CONTRACTOR will be informed of any exceptions or exemptions prior to testing. Exhibit C NOTICE OF CHILD ABUSE REPORTING LAW The undersigned hereby acknowledges that Penal Code section 11166 andthe contractual obligations between County of Fresno and AVERTEST,related to provision of drug testing services,require thatthe undersigned report all known or suspected child abuse or neglect to one or more of the agencies set forth in PenalCode (P.C.) section (§)11165.9. For purposes ofthe undersigned's child abuse reporting requirements,''child abuse or neglect"includes physical injury inflicted by other than accidental means upon a child by another person,sexual abuse as defined in P.C.§11165.1,neglect as defined in P.C.§11165.2, willful cruelty or unjustifiable punishment as defined in P.C.§11165.3,and unlawful corporal punishment or injury as defined in P.C.§11165.4. A child abuse report shall be made whenever the undersigned,inhisorher professional capacity or within the scope of his or her employment,has knowledge ofor observes a child whom the undersigned knows or reasonably suspects has been the victim of child abuse or neglect.(P.C §11166.)The child abuse report shall be made toany police department or sheriffs department (not including a school district police or security department),ortoany county welfare department,including Fresno County Department of Social Services'24 Hour CARELINE.(See PC §11165.9.) For purposes of child abuse reporting,a "reasonable suspicion'*means that itis objectively reasonable for a person to entertain a suspicion,based upon facts that could cause a reasonable person ina like position,drawing,when appropriate,on his or her training and experience,to suspect child abuse or neglect.The pregnancy ofa child does not,in and of itself,constitute a basisfor reasonable suspicion of sexual abuse.(P.C.§11166(a)(1).) Substantial penalties may be imposed for failure to comply with these child abuse reporting requirements.Further information and a copy of the law may be obtained from the County of Fresno Department of Social Services Director or designee. I haveread and understandthe above statementand agreeto complywith the child abuse reporting requirements. SIGNATURE DATE SELF-DEAUNG TRANSACTION DISCLOSURE FORM Exhibit D Page 1 of2 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 isa party and in which one ormoreof its directors has a materialfinancial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1)Enter boardmember's name,jobtitle (if applicable),and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3)Describe in detailthe nature ofthe self-dealing transactionthat is being disclosed to the County. Ata minimum, include a description of the following: a. The name of the agency/company with whichthe corporation hasthe 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 mustbe signed by the boardmemberthat is involved in the self-dealing transaction described in Sections (3)and (4). (1)Company Board Member Information: Name:Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure (Please describethe natureofthe self-dealing transaction youarea partyto): Exhibit D Page 2 of2 (4)Explain whythis self-dealing transaction is consistent withthe requirements of Corporations Code 5233 (a): (5)Authorized Signature Signature:Date: