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HomeMy WebLinkAboutAgreement A-15-458.pdf - 1 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MASTER AGREEMENT THIS AGREEMENT is made and entered into this day of , 2015, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as “COUNTY”, and each Provider listed in Exhibit A, attached hereto and by this reference incorporated herein, collectively herein referred to as “VENDOR”, and such additional VENDOR as may, from time to time during the term of this Agreement, be added by the COUNTY. Reference in this Agreement to “party” or “parties” shall be understood to refer to COUNTY and each VENDOR, unless otherwise specified. W I T N E S S E T H: WHEREAS, pursuant to the California Work Opportunity and Responsibility to Kids Act (Welfare and Institutions Code sections 11200 et seq, hereinafter called “CalWORKs”) and 42 United States Code sections 601 et seq. (Temporary Assistance for Needy Families Block Grant), COUNTY is mandated and funded to deliver a time-limited structural sequence of employment related activities and supportive services that are designed to maximize unsubsidized employment opportunities to able-bodied, non-exempt CalWORKs public assistance applicants and recipients; and WHEREAS, COUNTY’s Department of Social Services, has developed and submitted to the State of California, a CalWORKs COUNTY Plan meeting the requirements of the CalWORKs Act to deliver employment and training services to public assistance recipients; and WHEREAS, COUNTY, is authorized to enter into an Agreement with VENDOR for such services pursuant to CalWORKs and the rules and regulations of the California Department of Social Services; and WHEREAS, VENDOR, is a licensed business that can provide supportive services to meet the needs of CalWORKs public assistance applicants and recipients. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties: hereto agree as follows: /// /// - 2 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1. SERVICES A. VENDOR shall be responsible for all services as set forth in Exhibit B, Summary of Services, attached hereto and by this reference incorporated herein. B. COUNTY shall be responsible for services as set forth in the Summary of Services, identified in Exhibit B, page Two (2), under the heading “COUNTY SHALL BE RESPONSIBLE FOR THE FOLLOWING”. 2. TERM This Agreement shall become effective on the 1st day of October 2015 and shall terminate on the 30th day of September 2018. This Agreement may be extended for two (2) additional twelve (12) months periods upon same term and conditions herein set forth, unless written notice of non-renewal is given by COUNTY’s DSS Director, or designee, or VENDOR no later than thirty (30) days prior to the renewal period. 3. TERMINATION A. Non-Allocation of Funds – The terms of this Agreement, and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated at any time by giving VENDOR thirty (30) days advance written notice. B. Breach of Contract – COUNTY may immediately suspend or terminate this Agreement in whole or in part, wherein 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) Improperly performed service. 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 VENDOR. 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 VENDOR the repayment to COUNTY of any funds disbursed to VENDOR under this Agreement, which in the judgment of - 3 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY were not expended in accordance with the terms of this Agreement. VENDOR shall promptly refund any funds upon demand or, at COUNTY’s option such repayment shall be deducted from future payments owing to VENDOR under this Agreement. C. Without Cause – Under circumstances other than those set forth above, this Agreement may be terminated given by COUNTY’s DSS Director, or designee or VENDOR upon the giving of thirty (30) days advance written notice of an intention to terminate. 4. COMPENSATION COUNTY agrees to pay VENDOR and VENDOR agrees to receive compensation as follows: Payment shall be made upon certification or other proof satisfactory to COUNTY’s Department of Social Services, that services have actually been performed by VENDOR as specified in this Agreement. Allowable expenditures under this Agreement are specifically established and identified in Exhibits B and C, attached hereto and by this reference incorporated herein. In no event shall compensation for services performed under this Agreement by all VENDORS collectively be in excess of Three Hundred Sixty Thousand and No/100 Dollars ($360,000.00) for the period of October 1, 2015 through September 30, 2018. For each subsequent twelve (12) month period, compensation under this Agreement for services performed by all VENDORS collectively shall not exceed One Hundred Twenty Thousand and No/100 Dollars ($120,000.00). The cumulative total of this Agreement shall not be excess of Six Hundred Thousand and No/10 Dollars ($600,000.00). It is understood that all expenses incidental to VENDOR’s performance of services under this Agreement shall be borne by VENDOR. 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 and verification of VENDOR’s invoices by COUNTY’s Department of Social Services. If VENDOR should fail to comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation. All final claims and/or any final budget modification requests shall be submitted by VENDOR 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. The services provided by the VENDOR under this Agreement - 4 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 VENDOR. The amount of the deferred payment shall not exceed the amount of funding delayed by the State Controller to the 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 weekly, addressed to the County of Fresno Department of Social Services, ATTN: Child Care Unit, Barton Building, 1st Floor, Stop 53B, 4499 E. Kings Canyon Road, Fresno, CA 93702. 6. INDEPENDENT CONTRACTOR In performance of the work, duties and obligations assumed by VENDOR under this Agreement, it is mutually understood and agreed that VENDOR, including any and all of VENDOR’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 VENDOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that VENDOR is performing its obligations in accordance with the terms and conditions thereof. VENDOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of government authorities having jurisdiction over matters which are directly or indirectly the subject of this Agreement. Because of its status as an independent contractor, VENDOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. VENDOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, VENDOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of VENDOR’s employees, including compliance with Social Security, withholding and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, VENDOR may be providing services to others unrelated to - 5 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 parties without, in any way, affecting the remainder. B. VENDOR hereby agrees that changes to the compensation under this agreement may be necessitated by a reduction in funding from State or Federal sources. VENDOR 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 or transfer this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 9. HOLD-HARMLESS VENDOR 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 VENDOR, 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 VENDOR, its officers, agents or employees under this Agreement. In addition, VENDOR agrees to indemnify COUNTY for Federal, State of California and/or local audit exceptions resulting from non-compliance herein on the part of VENDOR. 10. INSURANCE Without limiting COUNTY’s right to obtain indemnification from VENDOR or any third parties, VENDOR, at its sole expense, shall maintain in full force and effect 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 - 6 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dollars ($1,000,000.00.) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. B. Worker’s Compensation A policy of Worker’s Compensation Insurance as may be required by the California Labor Code. VENDOR shall obtain endorsements to the Commercial General Liability Insurance naming 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. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by the COUNTY, its officers, agents and employees shall be in excess only and not contributing with insurance provided under the VENDOR’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 VENDOR signs this Agreement, VENDOR shall provide certificates of insurance and endorsements as stated above for all the foregoing policies, as required herein, to the County of Fresno Department of Social Services, P.O. 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 the COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under VENDOR’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 VENDOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this - 7 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 of A FSC VII or better. 11. SUBCONTRACTS VENDOR shall obtain written approval from COUNTY or COUNTY’s Department of Social Services Director, or designee before subcontracting any of the services delivered under this Agreement. Any subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and Federal regulations. VENDOR shall be held primarily responsible by COUNTY for the performance of any subcontractor unless otherwise expressly agreed to in writing by COUNTY. The use of subcontractors by VENDOR shall not entitle VENDOR to any additional compensation than is provided for under this Agreement. 12. CONFLICT OF INTEREST No officer, employee or agent of COUNTY who exercises any function or responsibility for planning and carrying out of the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. VENDOR shall comply with all Federal, State and local conflict of interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officers, employee or agent of COUNTY. 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the VENDOR is operating as a corporation (a for- profit or non-profit corporation) or if during the term of this agreement, the VENDOR changes its status to operate as a corporation. Members of the VENDOR’s Board of Directors shall disclose any self-dealing transactions that they are a party to while VENDOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the VENDOR 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 - 8 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 references incorporated herein, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 14. NON-DISCRIMINATION VENDOR 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; California Government Code section 12940 (c), (h) (1), (i), and (j); California Government Code section 4450; Title 22, California Code of Regulations section 98000 – 98413; Title 24 of the California Code of Regulations, Section 3105A(e); 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 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, color, disability, medical condition, national origin, race, ancestry, marital status, religion, religious creed or political belief, 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. VENDOR agrees that it will immediately take any measures necessary to effectuate the terms of this Non-Discrimination agreement. VENDOR gives the above agreement in consideration of and for the purpose of obtaining any and all federal and state assistance. VENDOR 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. VENDOR agrees to compile data, maintain records and submit reports as required by - 9 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 this Agreement; 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 records, books and accounts of VENDOR relevant to this Agreement as needed to ascertain compliance. If there are any violations of this Non-Discrimination section, CDSS shall have the right, upon written notice to VENDOR, 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 referred 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 VENDOR 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. 15. RECRUITMENT OF EMPLOYEES AND SERVICE TO CLIENTS VENDOR shall ensure that its employment recruitment efforts relating to this Agreement, including administrative and professional staff positions, are carried out so as to adequately reflect the cultural and ethnic diversity of the population of Fresno County. VENDOR, in performance of this Agreement, shall use its best efforts to serve all cultural and ethnic groups residing in Fresno County. VENDOR’s employment efforts relating to this Agreement will be monitored by COUNTY at periodic intervals. 16. CONFIDENTIALITY AND MEDI-CAL PRIVACY All services performed by VENDOR under this Agreement shall be in strict conformance with all applicable Federal, State of California, and/or local laws and regulations relating to confidentiality including, but not limited to: California Welfare and Institutions Code Sections 10850 and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H. In addition, all services performed by VENDOR under this Agreement shall also be in conformance with the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County of Fresno (hereinafter referred to as “the Medi-Cal Data Agreement”) that is then in effect, which is by this reference incorporated herein. The current Medi-Cal Data Agreement - 10 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 is available upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. The purpose of this section is to assure that all applications and records concerning program recipients shall be kept confidential and shall not be opened to examination, publicized, disclosed, or used for any purpose not directly connected with administration of the program. VENDOR shall inform all of its employees, agents, officers, and subcontractors of this provision; and that any person knowingly and intentionally violating this provision is guilty of a misdemeanor. 17. DATA SECURITY For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with COUNTY for the purpose of providing services under this Agreement must employ adequate data security measures to protect the confidential information provided to VENDOR by COUNTY, including but not limited to the following: A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to COUNTY networks via personally owned mobile, wireless or handheld devices, except when authorized by COUNTY for telecommuting and then only if virus protection software currency agreements are in place, and if a secure connection is used. B. Contractor-Owned Computers or Computer Peripherals may not brought into COUNTY for use, including and not limited to mobile storage devices, without prior authorization from COUNTY’s Chief Information Officer or her designee. Data must be stored on a secure server approved by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or another type of secure connection of this type if any data is approved to be transferred. C. County-Owned Computer Equipment – VENDOR or anyone having an employment relationship with COUNTY may not use COUNTY computers or computer peripherals on non- COUNTY premises without prior authorization from COUNTY’s Chief Information Officer or her designee. /// - 11 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 D. VENDOR may not store COUNTY’s private, confidential or sensitive data on any hard-disk drive. E. VENDOR is responsible to employ strict controls to insure the integrity and security of COUNTY’s confidential information and to prevent unauthorized access to data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes COUNTY data internally and externally. F. Confidential client information transmitted to one party by the other by means of electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized. G. VENDOR is responsible to immediately notify COUNTY of any breaches or potential breaches of security related to COUNTY’s confidential information, data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes COUNTY data internally or externally. H. In the event of a breach of security related to COUNTY’s confidential client information provided to CONTRACTOR, COUNTY will manage the response to the incident, however, CONTRACTOR will be responsible to issue any notification to affected individuals as required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a result of providing the required notification. When no longer needed, all Medi-Cal Personally Identifiable Information, as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County of Fresno (hereinafter referred to as “the Medi-Cal Data Agreement”), whether stored in print or electronic format, must be destroyed or disposed of through confidential means, as described in the Medi-Cal Data Agreement. The current Medi-Cal Data Agreement is available upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. I. The requirements in this Data Security provision shall apply to VENDOR’s subcontractors, if any. 19. ADDITIONS/DELETIONS OF VENDOR COUNTY’S DSS Director or designee, reserves the right at any time during the term of - 12 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 this agreement to add new VENDOR to those listed in Exhibit A. It is understood any such additions will not affect compensation paid to the other VENDOR, and therefore such additions may be made by the COUNTY’s DSS Director or designee without notice or approval of other VENDOR under this Agreement. These same provisions shall apply to the deletion of any VENDOR listed in Exhibit A, except that deletions shall be by written mutual agreement between COUNTY’s DSS and the particular VENDOR to be deleted, or shall be in accordance with the provisions of Paragraph Three (3) of this Agreement 20. SEPARATE AGREEMENT It is mutually understood by the parties that this Agreement does not, in any way, create a joint venture among the individual VENDOR. By execution of the Agreement VENDOR understands that a separate agreement is formed between each individual VENDOR and COUNTY. 21. DRUG-FREE WORKPLACE REQUIREMENTS VENDOR 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. VENDOR shall also comply with the requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.) 22. DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS A. COUNTY and VENDOR recognize that Federal assistance funds will be used under the terms of this Agreement. Vendor, 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 - 13 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Federal department or agency. 2) Shall not knowingly enter into any lower tier covered transaction with a 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 VENDOR is unable to certify to any of the statements in this certification, VENDOR shall attach an explanation to this Agreement. 4) Provide immediate written notice to COUNTY if at any time VENDOR learns that its certification in Paragraph Twenty-Two (22) of this Agreement was erroneous when submitted or has become erroneous by reason of changed circumstances. 5) Include a clause identical to Paragraph Twenty-Two (22) 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 subgrant, contract, or subcontract that VENDOR enters into relating to this Agreement. 7) The certification in Paragraph Twenty-Two (22) of this Agreement is a material representation of fact upon which COUNTY relied in entering into this Agreement. 23. 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. 24. 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. 25. STATE ENERGY CONSERVATION VENDOR must comply with the mandatory standard and policies relating to energy - 14 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq. 26. GRIEVANCES VENDOR shall establish procedures for handling client complaints and/or grievances. 27. FRATERNIZATION VENDOR shall establish procedures addressing fraternization between VENDOR’s staff and clients. Such procedures will include provisions for informing VENDOR’s staff and clients regarding fraternization guidelines. 28. 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. 29. 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. 30. RECORDS A. Record Establishment and Maintenance VENDOR shall establish and maintain records in accordance with those requirements prescribed by COUNTY and communicated in writing to VENDOR with respect to all matters covered by this Agreement. VENDOR shall retain all fiscal books, account records and client files for services performed under this Agreement for at least three (3) years from date of final payment under this Agreement or until all State and Federal audits are completed for that fiscal year, whichever is later. B. Cost Documentation COUNTY shall notify VENDOR in writing within thirty (30) days of any potential State or Federal audit exception discovered during an examination. Where findings indicate that - 15 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 program requirements are not being met by VENDOR and State or Federal participation in this program may be imperiled in the event that corrections are not accomplished by VENDOR 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 VENDOR agrees to maintain records to verify services under this Agreement including names and addresses 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 VENDOR 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. VENDOR 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 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 VENDOR. The term does not include financial reports, cost analyses and similar information incidental to contract administration. VENDOR shall report to COUNTY promptly and in written detail, each notice of claim of copyright infringement received by VENDOR with respect to all subject data delivered under this Agreement. VENDOR shall not affix any restrictive markings upon any data. If markings are affixed, COUNTY shall have the right at any time to modify, remove, obliterate or - 16 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ignore such markings. COUNTY shall have access to any report, preliminary findings or data assembled by VENDOR under this Agreement. In addition, VENDOR must receive written permission from COUNTY prior to publication of any materials developed under this Agreement and file with COUNTY a copy of all educational and training materials, curricula, audio/visual aids, printed material and periodicals, assembled pursuant to this Agreement prior to publication. 31. TAX EQUITY AND FISCAL RESPONSIBILITY ACT To the extent necessary to prevent disallowance of reimbursement under section 1861(v)(1)(I) of the Social Security Act (42 U.S.C. § 1395x(v)(1)[I]), until the expiration of four (4) years after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon written request to the Secretary of the United States Department of Health and Human Services, or upon request to the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of these services provided by CONTRACTOR under this Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any of its duties under this Agreement through a subcontract, with a value or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such Agreement shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organizations shall make available, upon written request to the Secretary of the United States Department of Health and Human Services, or upon request to the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of such subcontract and such books, documents and records of such organization as are necessary to verify the nature and extent of such costs. 32. AUDITS AND INSPECTIONS CONTRACTOR shall at any time during CONTRACTOR’s business hours, and as often as COUNTY may deem necessary, make available to COUNTY for examination all of CONTRACTOR’s records and data with respect to the matters covered by this Agreement. - 17 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR shall, upon request to 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 Auditor General for a period of three (3) years after final payment under contract (Government Code section 8546.7). Notwithstanding the term provision stated in Paragraph Two (2) of this Agreement, it is acknowledged by the parties hereto that this Agreement shall continue in full force and effect with respect to all audit procedures and requirements as stated in this Agreement until such audit procedures and requirements have been completed to the review and satisfaction of COUNTY. CONTRACTOR shall bear all costs in connection with or resulting from any audit and/or inspection required by this Agreement, including but not limited to actual costs incurred and the payment of any expenditures disallowed by either COUNTY, State or Federal governmental entities, including any assessed interest and penalties. 33. ACKNOWLEDGEMENT VENDOR shall acknowledge in all public relations activities, materials and publications that COUNTY is the funding source for services to be provided through this Agreement. 34. NOTICES The persons having authority to give and receive notices under this Agreement and their addresses include the following: COUNTY VENDOR Director, Department of See Exhibit A Social Services P.O. Box 1912 Fresno, CA 93718-1912 Any and all notices between COUNTY and VENDOR provided for or permitted under this Agreement, or by law, shall be in writing and shall be deemed duly serviced 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. - 18 - COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 35. CHANGE OF LEADERSHIP / MANAGEMENT In the event of any change in the status of VENDOR’s leadership or management, VENDOR 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. “Leadership or management” shall include any employee, member, or owner of VENDOR 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 VENDOR’s finances. 36. GOVERNING LAW The parties agree, that for purposes of venue, performance under this Agreement is to be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 37. ENTIRE AGREEMENT This Agreement, including Exhibits A through D constitutes the entire agreement between VENDOR and COUNTY with respect to the subject matter hereof and supersedes all previous agreement negotiations, proposals, commitments, writings, advertisements, publications and understandings of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties hereto have executed this Master Agreement for sale of clothing by voucher. ATTEST: VENDOR: SEEEXHffiiTA -19- COUNTY OF FRESNO By~a.R Deborah A. Poochigian, Chairman Board of Supervisors By d\,1\(~ ~ D~ Bernice E. Seidcl:C k 1 Board of Supervisors PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED COUNTY OF FRESNO Fresno, CA Exhibit A Page 1 of 1 Approved Clothing Voucher Vendors Vendors to be added upon acceptance of the Agreement. Exhibit B Page 1 of 2 SUMMARY OF SERVICES VENDORS: See Exhibit A SERVICES: Clothing Sales by Voucher CONTRACT PERIOD: October 1, 2015 – September 30, 2018 ($360,000) October 1, 2018 – September 30, 2019 ($120,000) October 1, 2019 – September 30, 2020 ($120,000) MAXIMUM CONTRACT AMOUNT: $600,000 SUMMARY OF SERVICES: Each VENDOR shall provide approved DSS clients participating in the CalWORKs Welfare to Work (WTW) program the opportunity to purchase clothing, uniforms and accessories using clothing vouchers issued by the County of Fresno Department of Social Services (DSS). Clothing and accessories offered must be suitable for interviews, job search, employment, and other DSS approved activities, as approved by DSS. Prior to accepting the clothing voucher, each VENDOR shall review for authorized dates, quantities, and totals. The VENDOR shall remit vouchers and receipts weekly for payment by the Department. FORTHCOMING NEW INVOICE PROCEDURE: The parties agree that DSS may, during the term of this Agreement, impose new invoicing requirements. DSS shall notify all VENDORS, in writing of the new invoicing requirements and the effective date of the new requirements and they shall automatically become a part of the Agreement between the parties. Should VENDOR not agree to the new invoicing requirements, VENDOR shall notify DSS in writing that they will no longer accept clothing vouchers and DSS will terminate the agreement with that VENDOR. TARGET POPULATION: Services shall be for DSS approved clients. EACH VENDOR AGREES TO PROVIDE THE FOLLOWING SERVICES: 1. Review the clothing voucher to ensure it is still valid. Clothing vouchers must be used by the client within ten (10) calendar days of the issue date. a. Return expired clothing vouchers to the client and do not allow the client to use the voucher. 2. Confirm the client’s identity by verifying the client’s name on his or her driver’s license or State- issued identification card matches the name on the clothing voucher. a. If the names do not match, do not allow the individual to use the voucher. Make note of the voucher number in the upper right-hand corner and contact DSS with the information. 3. Review Section A of the clothing voucher and determine the type of clothing, uniforms, and/or accessories that have been authorized by DSS. Reimbursement shall not occur for items not authorized by DSS. 4. Review the maximum dollar amount (above Section A) authorized for expenditure. Reimbursement shall not occur for amounts exceeding the maximum dollar amount listed. 5. Complete Section B of the clothing voucher indicating the quantity of items received and total dollar amount for each approved type of work-related clothing. Exhibit B Page 2 of 2 6. Ensure tax and total dollar amount are filled out in Section B. 7. Complete the vendor portion of Section D of the clothing voucher, verifying that the recipient received the items indicated on the form. 8. Ensure the WTW participant also completes their portion of Section D. 9. If the client wishes to make purchases from your store with their own money, those items must be sold in a different business transaction. Only items authorized by DSS should appear on the receipt attached to the clothing voucher. 10. Attach a copy of the sales receipt to the white copy of the clothing voucher for billing purposes. Retain the yellow copy of the clothing voucher for your records. 11. Submit a weekly invoice with the white copy of the clothing voucher form with receipts attached to DSS for payment reimbursement. Invoice must be sent to the mailing address specified in the Payment Schedule (Exhibit C). 12. When feasible, attempt to assist the recipient in selecting appropriate clothing and/or uniforms for the purpose intended. 13. Contact the DSS representative listed on the clothing voucher in Section C if there are any concerns or questions regarding the clothing voucher. In the event there is no phone number in Section C or if the worker cannot be reached, please call: WTW Clerical Unit Supervising Office Assistant at (559) 600-3804. Should that worker not be available, please call the Childcare Supervising Office Assistant at (559) 600-3702. 14. If you have any questions or concerns regarding this contract, please send an email to DSSinvoices@co.fresno.ca.us with the words Clothing Vouchers in the subject line. COUNTY SHALL BE RESPONSIBLE FOR THE FOLLOWING: 1. Prepare each clothing voucher issued and ensure that all fields are correctly filled out, including DSS representative phone number. Necessary updates to CalWIN to ensure timely payment processing must also be made. 2. Provide white and yellow copies of the clothing voucher to the client. 3. Review all received invoices and receipts for accuracy and match against authorized types, quantities, and amounts on the clothing voucher. 4. Contact the VENDOR when necessary to clarify items that need to be addressed. 5. Reimburse each VENDOR for all authorized costs in a timely manner. PAYMENT SCHEDULE PAYMENT SCHEDULE: For purposes of payment, the VENDOR shall bill the County of Fresno Department of Social Services (DSS) on a weekly basis by mailing the white copy of the clothing voucher along with attached receipt(s) to the following location for reimbursement: County of Fresno Dept of Social Services ATTN: Child Care Unit Barton Building, 1st Floor, Stop 53B 4499 E. Kings Canyon Road Fresno, CA 93702 Upon receipt of the invoice and receipt(s), DSS shall review the clothing voucher and compare the authorized items to the items provided to the CalWORKs clients. Reimbursement shall not occur without both the white copy of the clothing voucher and the receipt(s). Vouchers submitted to DSS without receipts shall be returned without payment. Reimbursement shall not occur if the voucher is remitted 90 or more days after use. In no event shall the total reimbursement exceed the maximum amount the recipient has been authorized to purchase. The DSS Account Clerk will not make payment for any items that were not pre- authorized by DSS. DSS does not guarantee a predetermined number of referrals per VENDOR. The actual number of recipients referred to each VENDOR will be based on the needs of the recipient. Reimbursement for services will be based on actual clothing, uniform and accessories received by the CalWORKs recipient. NOTES: 1. The maximum contract amount is based upon a high estimate of the total number of individuals that will be referred for clothing voucher services during the term of the Agreement. 2. In-person delivery of vouchers and receipts is not allowed. Exhibit C Page 1 of 2 Exhibit C Page 2 of 2 Exhibit D 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 D 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: