HomeMy WebLinkAboutAgreement A-23-509 Master Agreement.pdf Agreement No. 23-509
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1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 19th day of September , 2023, by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
4 as "COUNTY", and each contractor listed in Exhibit A, attached hereto and incorporated herein by this
5 reference, collectively hereinafter referred to as"CONTRACTORS."
6 RECITALS:
7 COUNTY, through its Department of Social Services (DSS), has a need to provide the core
8 services of Medi-Cal Outreach, Enrollment, and Renewal to the residents of Fresno County and has issued
9 the Request for Application (RFA)for Fresno County Medi-Cal Outreach, Enrollment and Renewal, and;
10 CONTRACTORs responded to said RFA, and were selected to provide services in accordance with
11 the RFA and CONTRACTORS' submitted response; and
12 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
13 contained, the parties hereto agree as follows:
14 1. CONTRACTOR'S SERVICES
15 CONTRACTORS shall perform all services as set forth in Exhibit A, Summary of Services,
16 attached hereto and incorporated herein by this reference.
17 CONTRACTORS shall provide specified services and activities pursuant to the staffing patterns
18 and program expenses detailed in Exhibit B, Budget Summary, attached hereto and incorporated herein
19 by this reference.
20 CONTRACTORS represent that they are qualified, ready, willing, and able to perform all of the
21 services provided in this Agreement.
22 CONTRACTORS shall, at their own cost, comply with all applicable federal, state, and local laws
23 and regulations in the performance of its obligations under this Agreement, including but not limited to
24 workers compensation, labor, and confidentiality laws and regulations.
25 2. TERM
26 The term of this Agreement shall commence upon execution through June 30, 2025, or when project
27 funds are exhausted, whichever occurs first.
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1 3. TERMINATION
2 A. Non-Allocation of Funds
3 The terms of this Agreement, and the services to be provided hereunder, are contingent on the
4 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the
5 services provided may be modified, or this Agreement terminated, at any time by giving the
6 CONTRACTORS thirty (30) days advance written notice.
7 B. Breach of Contract
8 The COUNTY may suspend or terminate this Agreement in whole or in part, where in the
9 determination of the COUNTY there is a breach:
10 1) Obtained or used funds illegally or improperly;
11 2) A failure to comply with any term of this Agreement;
12 3) A substantially incorrect or incomplete report submitted to the COUNTY; or
13 4) Improperly performed any of its obligations under this Agreement.
14 Upon determining that a breach (as defined above) has occurred, COUNTY may give written
15 notice of the breach to CONTRACTORS. The written notice may suspend performance under this
16 Agreement and must provide at least 30 days for CONTRACTORS to cure the breach.
17 If CONTRACTORS fail to cure the breach to COUNTY's satisfaction within the time stated in the
18 written notice, COUNTY may terminate this Agreement immediately.
19 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
20 breach of this Agreement or any default which may then exist on the part of the CONTRACTORS.
21 Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to the
22 breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to
23 the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the
24 judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The
25 CONTRACTOR shall promptly refund any such funds upon demand.
26 Any termination of this Agreement by the COUNTY under this Section Three is without penalty to
27 or further obligation of the COUNTY. This Section Three survives the termination of this Agreement.
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1 C. Without Cause
2 Under circumstances other than those set forth above, this Agreement may be terminated by a
3 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days
4 advance written notice of an intention to terminate this Agreement. Written notice of termination given by
5 a CONTRACTOR to the COUNTY shall only be effective as to the Agreement in relation to that
6 CONTRACTOR and shall have no effect on the Agreement with respect to all other CONTRACTORS.
7 Likewise, written notice of termination given by the COUNTY or COUNTY's DSS Director, or designee,
8 shall only be effective as to the Agreement in relation to the CONTRACTOR to whom the notice is
9 addressed and shall have no effect on the Agreement with respect to all other CONTRACTORS.
10 4. COMPENSATION
11 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
12 CONTRACTORS and CONTRACTORS agree to receive compensation in accordance with the Exhibit
13 B, Budget Summary.
14 In no event shall the total cumulative compensation paid for actual services performed under this
15 Agreement be in excess of One Million Two Hundred Twenty-Three Thousand Six Hundred Fifty and
16 00/100 ($1,223,650.00) during the term of this Agreement.
17 The CONTRACTORS are solely responsible for all of their costs and expenses that are not
18 specified as payable by the County under this Agreement. If CONTRACTORS should fail to comply with
19 any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any
20 compensation which is not expended by CONTRACTORS pursuant to the terms and conditions of this
21 Agreement shall automatically revert to COUNTY.
22 CONTRACTORS acknowledge that COUNTY is a local government entity and do so with notice
23 that the COUNTY's powers are limited by the California Constitution and by State law, and with notice that
24 CONTRACTORS may receive compensation under this Agreement only for services performed according
25 to the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount
26 payable under this section. CONTRACTORS further acknowledge that COUNTY's employees have no
27 authority to pay CONTRACTORS except as expressly provided in this Agreement.
28 The services provided by the CONTRACTORS under this Agreement are funded in whole or in part
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1 by the State of California and the United States Federal government. In the event that funding for these
2 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
3 CONTRACTORS. The amount of the deferred payment shall not exceed the amount of funding delayed to
4 the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the
5 State Controller's or Federal government's delay of payment to COUNTY plus forty-five (45) days.
6 5. INVOICING
7 Each CONTRACTOR shall invoice COUNTY's DSS in arrears by the tenth (10'h) of each month
8 for expenditures incurred and services rendered in the previous month to:
9 DSSlnvoices(c�fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears for actual services
10 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval
11 of CONTRACTOR's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice,
12 reflecting services supported by the invoiced expenditures and be in a form and in such detail as
13 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by each
14 CONTRACTOR within sixty (60) days following the final month of services. At the discretion of
15 COUNTY's DSS Director or his/her designee, COUNTY's DSS may deny payment of any invoice
16 received more than sixty (60) days following the final month of services.
17 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is otherwise
18 not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold
19 payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written
20 notice or email correspondence to CONTRACTOR. CONTRACTORS agrees to continue to provide
21 services for a period of ninety (90) days after written or email notification of an incorrect or improper
22 invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's DSS
23 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this Agreement,
24 pursuant to the termination provisions stated in Paragraph Three (3) of this Agreement.
25 6. MODIFICATION
26 A. Any matters of this Agreement may be modified from time to time by the written
27 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
28 B. CONTRACTORS agree that reductions to the maximum compensation set forth in
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1 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
2 sources. Any such reduction to the maximum compensation may be made with the written approval of
3 COUNTY's DSS Director or designee and CONTRACTORS. CONTRACTORS further understand that
4 this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
5 affect the provisions, term, or funding of this agreement in any manner. If the parties do not provide
6 written approval for modification due to reduced funding, this Agreement may be terminated in
7 accordance with Section 3.A. above.
8 7. INDEPENDENT CONTRACTOR
9 In performance of the work, duties and obligations assumed by CONTRACTORS under this
10 Agreement, it is mutually understood and agreed that CONTRACTORS, including any and all of the
11 CONTRACTORS' officers, agents, and employees will at all times be acting and performing as an
12 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
13 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
14 right to control or supervise or direct the manner or method by which CONTRACTORS shall perform
15 their work and function. However, COUNTY shall retain the right to verify that CONTRACTORS are
16 performing their obligations in accordance with the terms and conditions of this Agreement.
17 CONTRACTORS and COUNTY shall comply with all applicable provisions of law and the rules and
18 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
19 Because of its status as an independent contractor, CONTRACTORS shall have absolutely no
20 right to employment rights and benefits available to COUNTY employees. CONTRACTORS shall be
21 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
22 benefits. In addition, CONTRACTORS shall be solely responsible and save COUNTY harmless from all
23 matters relating to payment of CONTRACTORS' employees, including compliance with Social Security
24 withholding and all other regulations governing such matters. It is acknowledged that during the term of
25 this Agreement, CONTRACTORS may be providing services to others unrelated to the COUNTY or to
26 this Agreement.
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1 8. INDEMNITY AND DEFENSE
2 CONTRACTORS agree to indemnify, save, hold harmless, and at COUNTY'S request, defend
3 the COUNTY, its officers, agents, employees, and volunteers from any and all demands, injuries,
4 damages, costs, and expenses (including attorney's fees and costs), fines, penalties, liabilities, claims,
5 and losses of any kind occurring or resulting to COUNTY, CONTRACTORS, or any third party that arise
6 from or relate to the performance, or failure to perform, by CONTRACTORS, their officers, agents, or
7 employees, or subcontractors under this Agreement, and from any and all costs and expenses
8 (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to
9 any person, firm, or corporation who may be injured or damaged by the performance, or failure to
10 perform, of CONTRACTORS, their officers, agents, or employees under this Agreement. COUNTY may
11 conduct or participate in its own defense without affecting CONTRACTORs; obligation to indemnify and
12 hold harmless or defend the COUNTY.
13 The provisions of this Section Eight (8) shall survive termination of this Agreement.
14 9. INSURANCE
15 Without limiting the COUNTY's right to obtain indemnification from CONTRACTORS or any third
16 parties, CONTRACTORS, at their sole expense, shall maintain in full force and effect, the following
17 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
18 arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
19 A. Commercial General Liability
20 Commercial General Liability Insurance with limits of not less than Two Million Dollars
21 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
22 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
23 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
24 liability or any other liability insurance deemed necessary because of the nature of this contract.
25 B. Automobile Liability
26 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
27 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
28 used in connection with this Agreement, including both owned and non-owned vehicles.
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1 C. Worker's Compensation
2 A policy of Worker's Compensation insurance as may be required by the California Labor Code
3 D. Cyber Liability
4 Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per
5 occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be
6 endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of
7 intangible property (including but not limited to information or data) that is in the care, custody, or control
8 of the Contractor.
9 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach,
10 which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach;
11 (iii) breach of any of the Contractor's obligations under [identify the Article, section, or exhibit containing
12 data security obligations] of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely
13 disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card
14 liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of
15 copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information;
16 (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber
17 extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic
18 information, including Personal Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii)
19 telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach
20 response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this
21 Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring
22 expenses.
23 E. Additional Requirements Relating to Insurance
24 CONTRACTORS shall obtain endorsements to the Commercial General Liability insurance
25 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
26 additional insured, but only insofar as the operations under this Agreement are concerned. Such
27 coverage for additional insured shall apply as primary insurance and any other insurance, or
28 self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and
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1 not contributing with insurance provided under CONTRACTORS' policies herein. This insurance shall
2 not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
3 COUNTY.
4 CONTRACTORS hereby waive their right to recover from COUNTY, its officers, agents, and
5 employees any amounts paid by the policy of worker's compensation insurance required by this
6 Agreement. CONTRACTORS are solely responsible to obtain any endorsement to such policy that may
7 be necessary to accomplish such waiver of subrogation, but CONTRACTORS' waiver of subrogation
8 under this paragraph is effective whether or not CONTRACTORS obtain such an endorsement.
9 Within Thirty (30) days from the date CONTRACTORS sign and execute this Agreement,
10 CONTRACTORS shall provide certificates of insurance and endorsement as stated above for all of the
11 foregoing policies, as required herein, to the County of Fresno,
12 DSSContractlnsurance(D_fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance
13 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
14 employees will not be responsible for any premiums on the policies; that for such worker's
15 compensation insurance the CONTRACTORS have waived their right to recover from the COUNTY, its
16 officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
17 invalidate the insurance policy; that such Commercial General Liability insurance names the County of
18 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
19 insofar as the operations under this Agreement are concerned; that such coverage for additional insured
20 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
21 officers, agents and employees, shall be excess only and not contributing with insurance provided under
22 CONTRACTORS' policies herein; and that this insurance shall not be cancelled or changed without a
23 minimum of thirty (30) days advance, written notice given to COUNTY.
24 In the event CONTRACTORS fail to keep in effect at all times insurance coverage as herein
25 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
26 Agreement upon the occurrence of such event.
27 All policies shall be issued by admitted insurers licensed to do business in the State of California,
28 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
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1 FSC VI or better.
2 10. ASSIGNMENT AND SUBCONTRACTS
3 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under
4 this Agreement without the prior written consent of the other party. Any transferee, assignee or
5 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and
6 Federal regulations. CONTRACTORS shall be held primarily responsible by COUNTY for the
7 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in
8 writing by COUNTY. The use of subcontractor by CONTRACTORS shall not entitle CONTRACTORS to
9 any additional compensation than is provided for under this Agreement.
10 11. CONFLICT OF INTEREST
11 No officer, employee or agent of the COUNTY who exercises any function or responsibility for
12 planning and carrying out of the services provided under this Agreement shall have any direct or indirect
13 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be
14 employed by the CONTRACTORS under this Agreement to fulfill any contractual obligations with the
15 COUNTY. The CONTRACTORS shall comply with all Federal, State of California and local conflict of
16 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under
17 this Agreement and any officer, employee or agent of the COUNTY.
18 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
19 This provision is only applicable if the CONTRACTORS are operating as a corporation or if
20 during the term of the agreement, the CONTRACTORS change their status to operate as a corporation.
21 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
22 that they are a party to while CONTRACTORS are providing goods or performing services under this
23 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTORS are a
24 party and in which one or more of its directors has a material financial interest. Members of the Board of
25 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
26 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated herein by
27 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
28 immediately thereafter.
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1 13. NON-DISCRIMINATION
2 During the performance of this Agreement, CONTRACTORS and their officers, employees,
3 agents and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local
4 law, rule or regulation against any employee or applicant for employment, or recipient of services under
5 this Agreement, because of age, ethnic group identification, sex, gender, gender identity, gender
6 expression, sexual orientation, color, physical disability, mental disability, medical condition, national
7 origin, race, ancestry, genetic information, marital status, religion, religious creed, military status, or
8 veteran status.
9 A. Domestic Partners and Gender Identity
10 For State fund-funded contracts of$100,000 or more, CONTRACTORS certify that they comply
11 with Public Contract Code Section 10295.3.
12 B. Americans with Disabilities Act
13 CONTRACTORS shall comply with the Americans with Disabilities Act (ADA) of 1990, which
14 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
15 issued pursuant to the ADA (42 U.S.C. 12101 et seq.)
16 CONTRACTORS shall include the non-discrimination and compliance provisions of this section
17 in all subcontracts to perform work under this Agreement.
18 14. LIMITED ENGLISH PROFICIENCY
19 CONTRACTORS shall provide interpreting and translation services to persons participating in
20 CONTRACTORS' services who have limited or no English language proficiency, including services to
21 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to
22 allow such participants meaningful access to the programs, services and benefits provided by
23 CONTRACTORS. Interpreter and translation services, including translation of CONTRACTORS' "vital
24 documents" (those documents that contain information that is critical for accessing CONTRACTORS'
25 services or are required by law) shall be provided to participants at no cost to the participant.
26 CONTRACTORS shall ensure that any employees, agents, subcontractors, or partners who interpret or
27 translate for a program participant, or who directly communicate with a program participant in a
28 language other than English, demonstrate proficiency in the participant's language and can effectively
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1 communicate any specialized terms and concepts peculiar to CONTRACTORS' services.
2 15. MEDI-CAL CONFIDENTIALITY
3 All services performed by CONTRACTORS under this Agreement shall be in strict conformance
4 with all applicable Federal, State of California, and/or local laws and regulations relating to confidentiality.
5 CONTRACTORS shall require their employees, agents, officers and subcontractors to comply with the
6 provisions of Sections 10850 and 14100.2 of the Welfare and Institutions Code, as well as the California
7 Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19-0000 and the
8 California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H.
9 These Code sections provide that:
10 A. All applications and records concerning any individual made or kept by any public
11 officer or agency in connection with the administration of any provision of the Welfare and Institutions
12 Code relating to Medicaid or any form of public social services for which grants-in-aid are received by
13 the State of California from the United States government shall be confidential, and shall not be open to
14 examination for any purpose not directly connected with the administration of such public social
15 services.
16 B. No person shall publish, disclose or use or permit or cause to be published or
17 disclosed any list of persons receiving public social services, except as is provided by law.
18 C. No person shall publish, disclose, or use or permit or cause to be published,
19 disclosed or used any confidential information pertaining to an applicant or recipient, except as is
20 provided by laws.
21 CONTRACTORS shall inform all of their employees, agents, officers and subcontractors of the
22 above provisions and that any person knowingly and intentionally violating such provisions is guilty of a
23 misdemeanor.
24 In addition, CONTRACTORS, their employees, agents, and officers shall comply, and require all
25 of its subcontractors to comply, with (1) the DHCS Medi-Cal Privacy and Security Agreement between
26 the California DHCS and the County of Fresno that is then in effect, and (2) the Privacy and Security
27 Agreement between the CDSS and the County of Fresno that is then in effect, both of which together
28 shall be referred to in this section as "the Agreements" and are incorporated herein by this reference.
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1 The current versions of both the DHCS and CDSS Privacy and Security agreements are available upon
2 request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. CONTRACTORS shall insure
3 that all personally identifiable information (PII), as defined in the Agreements, concerning program
4 recipients shall be kept confidential and shall not be opened to examination, publicized, disclosed, or
5 used for any purpose not directly connected with the administration of the program. CONTRACTORS
6 shall use appropriate administrative, physical, and technical safeguards to protect PII, as set forth in the
7 Agreements. Upon discovery of a breach, security incident, intrusion, or unauthorized access, use, or
8 disclosure of PII, CONTRACTORS shall immediately report the incident to the COUNTY by calling (559)
9 600-2300 or E-mailing at dssprivacyincident@fresnocountyca.gov. CONTRACTORS shall certify that all
10 employees, agents, officers and subcontractors have received privacy and security training before
11 accessing any PII and have received refresher training annually, as required by the Agreements.
12 16. CLEAN AIR AND WATER
13 The funding under this Agreement exceeds One Hundred Fifty Thousand and No/100 Dollars
14 ($150,000.00), CONTRACTORS shall comply with all applicable standards, orders or requirements
15 issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal Water
16 Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations, CONTRACTOR
17 shall:
18 A. Assure the COUNTY that no facility shall be utilized in the performance of this
19 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
20 B. Notify COUNTY prior to execution of this Agreement of the receipt of any
21 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
22 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
23 Violating Facilities;
24 C. Report each violation of the above laws to COUNTY and understand and agree
25 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
26 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency
27 Regional Office; and
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1 D. Include these requirements in each subcontract exceeding $150,000 financed in
2 whole or in part with federal assistance.
3 17. PROCUREMENT OF RECOVERED MATERIALS
4 In the performance of this Agreement, CONTRACTORS shall comply with section 6002 of the
5 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
6 requirements of Section 6002 include procuring only items designated in guidelines of the
7 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
8 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
9 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
10 preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTORS shall
11 make maximum use of products containing recovered materials that are EPA-designated items unless
12 the product cannot be acquired:
13 i. Competitively within a timeframe providing for compliance with the
14 contract performance schedule;
15 ii. Meeting contract performance requirements; or
16 iii. At a reasonable price.
17 18. DRUG-FREE WORKPLACE REQUIREMENTS
18 For purposes of this paragraph, CONTRACTORS will be referred to as the "grantee". By
19 drawing funds against this grant award, the grantee is providing the certification that is required by
20 regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
21 regulations require certification by grantees that they will maintain a drug-free workplace. False
22 certification or violation of the certification shall be grounds for suspension of payments, suspension or
23 termination of grants, or government wide suspension or debarment. CONTRACTORS shall also
24 comply with the requirements of the Drug-Free Workplace Act of 1990 (California Government Code
25 section 8350 et seq.).
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1 19. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
2 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
3 A. COUNTY and CONTRACTORS recognize that CONTRACTORS are a recipient
4 of Federal assistance funds under the terms of this Agreement. By signing this Agreement,
5 CONTRACTORS agree to comply with applicable Federal suspension and debarment regulations,
6 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
7 By signing this Agreement, CONTRACTORS attest to the best of its knowledge and belief, that it and its
8 principals:
9 1) Are not presently debarred, suspended, proposed for debarment, declared
10 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
11 agency; and
12 2) Shall not knowingly enter into any lower tier covered transaction with an entity
13 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
14 excluded from participation in this transaction by any Federal department or agency.
15 B. CONTRACTORS shall provide immediate written notice to COUNTY if at any time
16 during the term of this Agreement CONTRACTORS learn that the representations it makes above were
17 erroneous when made or have become erroneous by reason of changed circumstances
18 C. CONTRACTORS shall include a clause titled "Certification Regarding Debarment,
19 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
20 nature to this Paragraph Nineteen (18) in all lower tier covered transactions and in all solicitations for
21 lower tier covered transactions.
22 D. CONTRACTORS shall, prior to soliciting or purchasing goods and services in
23 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
24 debarment status at https://sam.gov/SAM/.
25 E. The certification in Paragraph Nineteen (18) of this Agreement is a material
26 representation of fact upon which COUNTY relied in entering into this Agreement.
27 20. GRIEVANCES
28 CONTRACTORS shall establish procedures for handling client complaints and/or grievances.
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1 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
2 such issues when appropriate.
3 21. PROHIBITION ON PUBLICITY
4 None of the funds, materials, property or services provided directly or indirectly under this
5 Agreement shall be used for CONTRACTORS' advertising, fundraising, or publicity (i.e., purchasing of
6 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
7 above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as
8 necessary to raise public awareness about the availability of such specific services when approved in
9 advance by the Director or designee and at a cost as provided by CONTRACTORS in writing for such
10 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
11 related expense(s).
12 22. LOBBYING AND POLITICAL ACTIVITY
13 None of the funds provided under this Agreement shall be used for publicity, lobbying or
14 propaganda purposes designed to support or defeat legislation pending in the Congress of the United
15 States of America or the Legislature of the State of California.
16 CONTRACTORS shall not directly or indirectly use any of the funds under this Agreement for
17 any political activity or to further the election or defeat of any candidate for public office.
18 23. STATE ENERGY CONSERVATION
19 CONTRACTORS must comply with the mandatory standard and policies relating to energy
20 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42
21 United States (US) Code sections 6321, et. Seq.
22 24. FRATERNIZATION
23 CONTRACTORS shall establish procedures addressing fraternization between
24 CONTRACTORS' staff and clients. Such procedures will include provisions for informing
25 CONTRACTORS' staff and clients regarding fraternization guidelines.
26 25. INTERPRETATION OF LAWS AND REGULATIONS
27 COUNTY reserves the right to make final interpretations or clarifications on issues relating to
28 Federal and State laws and regulations, to ensure compliance.
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1 26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
2 CONTRACTORS, their officers, consultants, subcontractors, agents and employees shall comply
3 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
4 policies, procedures, and directives governing projects that utilize State and Federal Funds. This
5 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
6 employment practices, environmental protection, equal opportunity, fair housing, and all other matters
7 applicable or related to CONTRACTORS' services, the CONTRACTORS, their subcontractors, and all
8 eligible activities.
9 CONTRACTORS shall be responsible for obtaining all permits, licenses, and approvals required
10 for performing any activities under this Agreement, including those necessary to perform design,
11 implementation, operation, and maintenance of the activities. CONTRACTORS shall be responsible for
12 observing and complying with any applicable federal, state, and local laws, rules, and regulations
13 affecting any such work, specifically those including, but not limited to, environmental protection,
14 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTORS shall provide copies
15 of permits and approvals to COUNTY upon request.
16 27. NO OBLIGATION BY FEDERAL GOVERNMENT
17 The Federal Government is not a party to this contract and is not subject to any obligations or
18 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
19 this Agreement.
20 28. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
21 CONTRACTORS acknowledge that 31 U.S.C. Chapter 38 (Administrative Remedies for False
22 Claims and Statements) applies to CONTRACTORS' actions pertaining to this contract.
23 29. RECORDS
24 A. Record Establishment and Maintenance
25 CONTRACTORS shall establish and maintain records in accordance with those
26 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
27 CONTRACTORS shall retain all fiscal books, account records and client files for services performed
28 under this Agreement for at least five (5) years from date of final payment under this Agreement or until
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1 all State and Federal audits are completed for that fiscal year, whichever is later.
2 B. Cost Documentation
3 1) CONTRACTORS shall submit to COUNTY within ten (10) calendar days
4 following the end of each month, all fiscal and program reports for that month. CONTRACTORS shall
5 also furnish to COUNTY such statements, records, data and information as COUNTY may request
6 pertaining to matters covered by this Agreement. In the event that CONTRACTOR fails to provide
7 reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until
8 compliance is established.
9 2) All costs shall be supported by properly executed payrolls, time records,
10 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this
11 Agreement and they shall be clearly identified and readily accessible. The support documentation must
12 indicate the line budget account number to which the cost is charged.
13 3) COUNTY shall notify CONTRACTORS in writing within thirty (30) days of any
14 potential State or Federal audit exception discovered during an examination. Where findings indicate
15 that program requirements are not being met and State or Federal participation in this program may be
16 imperiled in the event that corrections are not accomplished by CONTRACTORS within thirty (30) days
17 of receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to
18 terminate this Agreement.
19 C. Service Documentation
20 CONTRACTORS agree to maintain records to verify services under this Agreement
21 including names and addresses of clients served, if applicable, and the dates of service and a
22 description of services provided on each occasion. These records and any other documents pertaining
23 in whole or in part to this Agreement shall be clearly identified and readily accessible.
24 30. PUBLIC RECORDS
25 The COUNTY is not limited in any manner with respect to its public disclosure of this Agreement
26 or any record or data that the CONTRACTORS may provide to the COUNTY. The COUNTY's public
27 disclosure of this Agreement or any record or data that the CONTRACTORS may provide to the
28 COUNTY may include but is not limited to the following:
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1 A. The COUNTY may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental agency.
3 B. The COUNTY may voluntarily, or upon request by any member of the public or
4 governmental agency, disclose to the public or such governmental agency any record or data that the
5 Contractor may provide to the COUNTY, unless such disclosure is prohibited by court order.
6 C. This Agreement, and any record or data that the CONTRACTORS may provide to
7 the COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California Government
8 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
9 D. This Agreement, and any record or data that the CONTRACTORS may provide to
10 the COUNTY, is subject to public disclosure as a public record under the California Public Records Act
11 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA").
12 E. This Agreement, and any record or data that the CONTRACTORS may provide to
13 the COUNTY, is subject to public disclosure as information concerning the conduct of the people's
14 business of the State of California under California Constitution, Article 1, section 3, subdivision (b).
15 F. Any marking of confidentiality or restricted access upon or otherwise made with
16 respect to any record or data that the Contractor may provide to the COUNTY shall be disregarded and
17 have no effect on the COUNTY's right or duty to disclose to the public or governmental agency any such
18 record or data.
19 31. SINGLE AUDIT CLAUSE
20 If CONTRACTORS expend Seven Hundred Fifty Thousand Dollars ($750,000) or more in
21 Federal and Federal flow-through monies annually, CONTRACTORS agree to conduct an annual audit
22 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
23 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTORS shall submit
24 said audit and management letter to COUNTY. The audit must include a statement of findings or a
25 statement that there were no findings. If there were negative findings, CONTRACTORS must include a
26 corrective action signed by an authorized individual. CONTRACTORS agree to take action to correct
27 any material non-compliance or weakness found as a result of such audit. Such audit shall be delivered
28 to COUNTY's DSS, Administration, for review within nine (9) months of the end of any fiscal year in
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1 which funds were expended and/or received for the program. Failure to perform the requisite audit
2 functions as required by this Agreement may result in COUNTY performing the necessary audit tasks, or
3 at COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the
4 inability of COUNTY to enter into future agreements with CONTRACTORS. All audit costs related to this
5 Agreement are the sole responsibility of CONTRACTORS.
6 A. A single audit report is not applicable if all CONTRACTORS' Federal contracts do
7 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTORS'
8 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
9 performed and a program audit report with management letter shall be submitted by CONTRACTORS to
10 COUNTY as a minimum requirement to attest to CONTRACTORS' solvency. Said audit report shall be
11 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of
12 the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
13 this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
14 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
15 CONTRACTORS who agree to take corrective action to eliminate any material noncompliance or
16 weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
17 be billed to the CONTRACTORS at COUNTY cost, as determined by COUNTY's Auditor-
18 Controller/Treasurer-Tax Collector.
19 B. CONTRACTORS shall make available all records and accounts for inspection by
20 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
21 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
22 least three (3) years following final payment under this Agreement or the closure of all other pending
23 matters, whichever is later.
24 32. AUDITS AND INSPECTIONS
25 The CONTRACTORS shall at any time during business hours, and as often as the COUNTY
26 may deem necessary, make available to the COUNTY for examination all of its records and data with
27 respect to the matters covered by this Agreement, excluding attorney-client privileged communications.
28 The CONTRACTORS shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all
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1 of such records and data necessary to ensure CONTRACTORS' compliance with the terms of this
2 Agreement.
3 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTORS shall be subject
4 to the examination and audit of the Auditor General for a period of three (3) years after final payment
5 under contract (California Government Code Section 8546.7). This section survives the termination of
6 this Agreement.
7 In addition, CONTRACTORS shall cooperate and participate with COUNTY's fiscal review
8 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If
9 COUNTY reaches an adverse decision regarding CONTRACTORS' services to consumers, it may result
10 in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
11 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a
12 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTORSs
13 deficiency, CONTRACTORS shall be financially liable for the amount previously paid by COUNTY to
14 CONTRACTORS and this disallowance will be adjusted from CONTRACTORS' future payments, at the
15 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion
16 in the determination of fiscal review outcomes, decisions, and actions.
17 33. CHILD SUPPORT COMPLIANCE ACT
18 If this Agreement includes State funding in excess of$100,000, the CONTRACTORS
19 acknowledge in accordance with Public Contract Code 7110, that:
20 A. CONTRACTORS recognize the importance of child and family support obligations
21 and shall fully comply with all applicable state and federal laws relating to child and family support
22 enforcement, including, but not limited to, disclosure of information and compliance with earnings
23 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of
24 the Family Code; and
25 B. CONTRACTORS to the best of their knowledge are fully complying with the
26 earnings assignment orders of all employees and is providing the names of all new employees to the
27 New Hire Registry maintained by the California Employment Development Department.
28
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1 34. PRIORITY HIRING CONSIDERATIONS
2 If this Agreement includes State funding and services in excess of$200,000, CONTRACTORS
3 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified
4 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public Contract
5 Code Section 10353.
6 35. CONTRACTOR'S NAME CHANGE
7 An amendment, assignment, or new agreement is required to change the name of a
8 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change
9 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
10 prior to approval of said agreement.
11 36. PROPERTY OF COUNTY
12 Any use of COUNTY funds provided under this Agreement, as specified in Exhibit B, for the
13 purchase of computer hardware, software, and printers must be approved by COUNTY prior to
14 purchase and must meet COUNTY specifications. CONTRACTORS agree to take reasonable and
15 prudent steps to ensure the security of any and all said hardware and software provided to it by
16 COUNTY under this Agreement, and to maintain replacement-value insurance coverages on said
17 hardware and software approved by COUNTY.
18 In addition, all purchases over Five Thousand and No/100 Dollars ($5,000.00) made during the
19 life of this Agreement shall be identified as fixed assets with an assigned COUNTY Accounting Inventory
20 Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this
21 Agreement is terminated or upon expiration of this Agreement. The CONTRACTORS agree to
22 participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed
23 assets are returned to COUNTY possession at the termination or expiration of this Agreement.
24 CONTRACTORS are responsible for returning to COUNTY all COUNTY owned fixed assets upon the
25 expiration or termination of this Agreement.
26 37. PUBLIC INFORMATION
27 CONTRACTORS shall disclose COUNTY as a funding source in all public information and
28 program materials developed in support of contracted services.
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1 38. NOTICES
2 The persons and their addresses having authority to give and receive notices under this
3 Agreement include the following:
4 COUNTY CONTRACTORS
5 Director of Social Services, County of Fresno SEE EXHIBIT A
6 P.O Box 1912
7 Fresno, CA 93718-1912
8
9 Either party may change the information in this section by giving notice as provided in this section.
10 All notices between the COUNTY and CONTRACTORS provided for or permitted under this Agreement
11 must be in writing and delivered either by personal service, by first-class United States mail, of by an
12 overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document
13 Format (PDF) document attached to an email. A notice delivered by personal service is effective upon
14 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
15 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
16 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
17 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
18 day delivery, addressed to the recipient. A notice delivered by telephonic facsimile transmission or by PDF
19 document attached to an email is effective when transmission to the recipient is completed (but, if such
20 transmission is completed outside of COUNTY's business hours, then such delivery is deemed to be
21 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine
22 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in
23 this section establishes, waives, or modifies any claims presentation requirements or procedures provided
24 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
25 Code, beginning with section 810).
26 39. CHANGE OF LEADERSHIP/MANAGEMENT
27 In the event of any change in the status of CONTRACTORS' leadership or management,
28 CONTRACTORS shall provide written notice to COUNTY within thirty (30) days from the date of
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1 change. Such notification shall include any new leader or manager's name and address. "Leadership
2 or management" shall include any employee, member, or owner of CONTRACTORS who either a)
3 directs individuals providing services pursuant to this Agreement, b) exercises control over the manner
4 in which services are provided, or c) has authority over CONTRACTORS' finances.
5 40. NO THIRD PARY BENEFICIARIES
6 This Agreement does not and is not intended to create any rights or obligations for any person or
7 entity except for the parties.
8 41. AUTHORIZED SIGNATURE
9 CONTRACTORS represent and warrant to COUNTY that:
10 (A) CONTRACTORS are duly authorized and empowered to sign and perform its obligations
11 under this Agreement.
12 (B) The individual signing this Agreement on behalf of each CONTRACTOR is duly
13 authorized to do so and his or her signature on this Agreement legally binds CONTRACTOR to the
14 terms of this Agreement.
15 42. ELECTRONIC SIGNATURE
16 The parties agree that this Agreement may be executed by electronic signature as provided in
17 this section. An "electronic signature" means any symbol or process intended by an individual signing
18 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
19 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
20 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
21 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
22 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
23 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
24 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
25 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
26 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
27 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
28 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
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1 conditioned upon the parties conducting the transactions under it by electronic means and either party
2 may sign this Agreement with an original handwritten signature.
3 43. COUNTERPARTS
4 This Agreement may be signed in counterparts, each of which is an original, and all of which
5 together constitute this Agreement.
6 44. GOVERNING LAW, JURISDICTION, AND VENUE
7 The laws of the State of California govern all matters arising from or related to this Agreement.
8 This Agreement is signed and performed in Fresno County, California. CONTRACTORS consent to
9 California jurisdiction for actions arising from or related to this Agreement, and, subject to the
10 Government Claims Act, all such actions must be brought and maintained in Fresno County.
11 45. NO WAIVER
12 Payment, waiver, or discharge by COUNTY of any liability or obligation of CONTRACTORS
13 under this Agreement on any one or more occasions is not a waiver of performance of any continuing or
14 other obligation of CONTRACTORS and does not prohibit enforcement by COUNTY of any obligation
15 on any other occasion.
16 46. DISPUTES
17 In the event of any dispute, claim, question, or disagreement arising from or relating to this
18 agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
19 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
20 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
21 both parties. During this time, the parties will continue meeting their contract responsibilities. If the
22 parties do not reach such solution within a period of 60 days, then the parties may take whatever action
23 is available to them by law.
24 47. SEVERABILITY
25 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
26 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
27 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
28 terms intended to accomplish the parties' original intent.
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1 48. CONSTRUCTION
2 The final form of this Agreement is the result of the parties' combined efforts. If anything in this
3 Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be
4 resolved by construing the terms of this Agreement against either party.
5 49. DAYS
6 Unless otherwise specified, "days" means calendar days.
7 50. ENTIRE AGREEMENT
8 This Agreement, including its exhibits, constitutes the entire agreement between the
9 CONTRACTORS and COUNTY with respect to the subject matter hereof and supersedes all previous
10 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
11 nature whatsoever unless expressly included in this Agreement. If there is any inconsistency between
12 the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will
13 be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the
14 terms of the exhibits.
15
16
17
18
19
20
21
22
23
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25
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1 The parties are executing this Master Agreement for Medi-Cal Outreach and Enrollment on the date
2 stated in the introductory clause.
3 COUNTY OF FRESNO:
4
5
6 S I Q i tero, hairman of the
Bo o rvisors of
7 the County of Fresno
8
9
10 ATTEST:
Bernice E. Seidel
11 Clerk of the Board of Supervisors
County of Fresno, State of California
12
13
14 By:
15 Deputy
16 FOR ACCOUNTING USE ONLY:
17
Fund/Subclass: 0001/10000
18 ORG No.: 56107012
Account No.: 7870
19
20
21
22
23
PLEASE SEE ADDITIONAL SIGNATURE PAGES ATTACHED
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment& Renewal Contractor:
2
3 Alliance for Medical Outreach and Relief
4
Print Name:
6
Title: 9a
7 C airman of the Board, or
8 President, or any Vice President
10
11
Print Name: fzjsscLL.
12
Title: �2E�.4(z`J
13 Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16 V/
17
18
19 Mailing Address:
1306 W. Herndon Ave, Suite 110
20 Fresno, CA 93711
21 Contact: Davena Witcher: dwitcher(cDa more I ief.org
Phone No: 559-440-8338
22
23
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment & Renewal Contractor:
2
3 Centro La Familia Advocacy Services
4
5 Robert Solis
Print Name.
6
Title: Board Chair
7 Chairman of the Board, or
8 /President, or any Vice President
9 J
10
11
Print Name: Marc Young
12
Title: Accountant
13 Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16
17
18
19 Mailing Address:
302 Fresno St. Suite 102
20 Fresno, CA 93706
21
Contact: Margarita A. Rocha: mrocha@centrolafamilia.org
22 Phone No: 559-237-2961
23
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment& Renewal Contractor: `
2
3 Fresno Interdenominational Refugee Ministries
4
5 Print Name: Catherine Barabe
6
Title: Chairman of the Board
7 Chairman of the Board, or
8 President, or any Vice President
10
11
Print Name: Cat - 1�OlM7P� x1011
12 cfiw ,yi-'ditheBoard r
13 Title:
Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16 fj
17
18
19 Mailing Address:
1940 N. Fresno St,
20 Fresno, CA 93703
21
Contact: Christine Barker: christine@firminc.org
22 Phone No: 559-487-1500
23
24
25
26
27
28
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i
10,24.2022 version
i
1 Medi-Cal Outreach, Enrollment & Renewal Contractor: `
2
3 Catholic Charities Diocese of Fresno
4
5
Print Name:
6
Title: � I/V---
7 Chairman f'the Board, or
8 Preside or any Vice President
9
10
11
Print Name:
12
13 Title: Y1
Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16
17
18
19
Mailing Address:
20 149 N Fulton Ave.
Fresno, CA 93727
21
22 Contact: Sia Lopez: slopez@ccdof.org
23 Phone No: 559-440-8338
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment & Renewal Contractor: `
2
3 United Health Centers of the San Joaquin Valley
4
5
Print Name: Justin Preas
6
Title: President & Chief Exectutive Officer
7 Chairman of the Board, or
8 President, or any Vice President
9
10
11
Print Name: Jesus Maldonado
12
Title: Chief Financial Officer
13 Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant s
16
17
18
19
Mailing Address:
20 3875 W. Beechwood Ave.
Fresno, CA 93722
21
22 Contact: Justin Preas: lopezml@unitedhealthcenters.org
23 Phone No: 800-492-4227
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment & Renewal Contractor: `
2
3 Westside Family Preservation Service Network
4
5
Print Name: _Fy_,7>,1cisro S Ch,?v1ez
6
Title: Pre'c'k )ON+
7 Chairman of the Board, or
8 President, or any Vice President
9 ' M
10
11 I/
Print Name: Z-
12
13 Title: I'e �„
Secretary (of Cor oration), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16
17
18
19 Mailing Address:
PO Box 898,
20 16928 11"' St,
Huron, CA 93234
21
22 Contact: Dr. Jeannemarie Caris-McManus: jeannemarie@sti.net
23 Phone No: 559-945-1022
24
25
26
27
28
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10.24.2022 version
1 Medi-Cal Outreach, Enrollment& Renewal Contractor:
2
3 West Fresno Health Care Coalition
4
5 1
Print Name.
6
Title— i,, Z-
7 Chairman of the Board,or
8 President, or any Vice President
9
10
11
Print Name: Y �—
12 /
13 Title: `-SS i ~ —P C I-P ✓'�`
Secretary (of Corporation), or
14 any Assistant Secretary, or
Chief Financial Officer, or
15 any Assistant Treasurer
16
17
18
19 Mailing Address:
1802 E. California Ave,
20 Fresno, CA 93706
21
Contact: Yolanda Randles: yrandles@wfresnofrc.org
22 Phone No: 559-621-2967
23
24
25
26
27
28
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Exhibit A
SUMMARY OF SERVICE
Services: Medi-Cal Outreach, Enrollment &
Renewal Contract Period: Upon Execution - June 30, 2025
Maximum Contract Amount: $1,223,650
The County of Fresno Department of Social Services (DSS) has established this Master
Agreement with qualified Contractors to provide the Core Services of Medi-Cal Outreach,
Enrollment, and Renewal Activities for target populations in high need areas of the County. This
agreement terminates on June 30, 2025, or when project funds are exhausted, whichever occurs
first.
Contracted Medi-Cal Outreach, Enrollment & Renewal Vendors
1. Alliance for Medical Outreach and Relief
Attention: Davena Witcher
1306 W. Herndon Ave, Suite 110
Fresno, CA 93711
Phone: 559-440-8338
Email: dwitcher(a)_amorelief.orq
2. Centro La Familia Advocacy Services Attention:
Margarita A. Rocha
302Fresno St, Suite 102
Fresno, CA 93706
Phone: 559-237-2961
Email: mrocha@centrolafamilia.org
3. Fresno Interdenominational Refugee Ministries
Attention: Christine Barker
1940 N. Fresno St,
Fresno, CA 93703
Phone: 559-487-1500
Email: christine(a)_firminc.orq
4. Catholic Charities Diocese of Fresno Attention:
Sia Lopez
149 N. Fulton Ave
Fresno, CA 93727
Phone: 559-440-8338
Email: slopez(a)_ccdof.orq
5. United Health Centers of the San Joaquin Valley
Attention: Justin Preas
3875 W. Beechwood Ave.
Fresno, CA 93722
Phone: 800-492-4227
Email: lopezml(a�_unitedhealthcenters.orq
6. Westside Family Preservation Service Network
Attention: Dr. Jeannemarie Caris-McManus
16928 11 t" St,
Huron, CA 93234
Phone: 559-945-1022
Email: mean nemarie(aDsti.net
7. West Fresno Health Care Coalition
Attention: Yolanda Randles
1802 E. California Ave.
Fresno, CA 93706
Phone: 559-621-2967
Email: yrandles@wfresnofrc.org
GENERAL REQUIREMENTS FOR ALL CONTRACTORS
All Contractors shall:
1. Become a recognized vendor in the Fresno County online applications system, BCW /
BenefitsCal. DSS will assist Contractors in establishing BCW/ BenefitsCal accounts and
provide training prior to execution.
2. Keep apprised of legislative and programmatic changes affecting Medi-Cal to the extent
that such changes impact the provision of services under this Master Agreement and
train staff promptly.
3. Ensure that all renewal and enrollment services are provided by a trained staff member
authorized by the vendor to do so.
4. Require all staff and volunteers who may potentially gain access to an individual's
confidential consumer information (including personally identifiable information, person
health information, federal tax information, or any other information as required by
federal law) to abide by all best practices for security and privacy of such information.
Contracted vendors may be subject to required Civil Rights and Personally Identifiable
Information (PII) trainings.
5. Use personally identifiable information gathered in the provision of enrollment/renewal
services only for the purposes of enrollment or renewal.
6. Immediately notify the County of any suspected breech or loss of clients' confidential
personally identifiable information, in accordance with Section 15 of this Master
Agreement.
CORE SERVICES: OUTREACH, ENROLLMENT, AND RENEWAL
All Contractors shall:
Required Services
1. Provide Medi-Cal outreach, enrollment, and renewal assistance services for target
populations identified on the Contractor's Request for Application (RFA) response.
2. Host, sponsor, conduct, or attend Medi-Cal enrollment/renewal outreach events within
the zip code services areas identified on the Contractor's RFA.
3. Submit an average of sixty (60) Medi-Cal household enrollment or renewal applications
completed by trained Contractor staff per month.
4. Submit all enrollment or renewal applications through the MyBCW/ BenefitsCal website
on behalf of assisted clients.
Data and Reporting Requirements
1. Track and report enrollment or renewal services provided in sufficient detail as to satisfy
accurate reimbursement claims and any such statistical reports as deemed necessary
by the DSS Director or designee.
2. Provide monthly enrollment and renewal activity reports as prescribed by the DSS.
3. Maintain reports from each enrollment/renewal outreach event including client
demographics.
4. Provide any additional reports deemed necessary by the DSS Director or designee.
Engagement & Ethics
1. Meet quarterly and at any such additional time with DSS for contract monitoring, training
and/or project messaging refreshers, conflict resolution, or any other need that may
arise.
2. Engage clients in a linguistically and culturally appropriate manner when providing
enrollment and renewal services.
3. Adopt and utilize best, proven, or evident-based practices in all activities.
4. Encourage and assist all households to provide complete and accurate information.
5. Not intentionally create multiple applications from the same household.
6. Not accept any type of direct or indirect remuneration from applicants for assistance with
an application nor for other assistance related to the enrollment or renewal process.
COUNTY RESPONSIBILITIES
The County of Fresno Department of Social Services shall:
• Provide training for MyBCW/ BenefitsCal accounts and Medi-Cal Enrollment/Renewal
Application assistance.
• Provide outreach messaging guidance and updates to reflect changes in project focus.
• Provide reporting and invoicing templates.
• Meet with Contractors, at a minimum, quarterly, or as often as needed, to review
contract deliverables and discuss contractual issues.
Exhibit B
COMPENSATION
Enrollment/ Renewal Applications
• From residents of non-designated rural areas: $50 per application
• From residents in designated rural areas: $75 per application
➢ Project designated rural areas:
Auberry 93602 Laton 93242
Big Creek 93605 Mendota 93640
Biola 93606 Mercey Hot Springs 93622
Burrel 93656 Minkler 93657
Cantua Creek 93608 Miramonte 93641
Caruthers 93609 Orange Cove 93646
Centerville 93657 Parlier 93648
Del Rey 93616 Prather 93651
Dunlap 93621 Raisin City 93652
Firebaugh 93622 Riverdale 93656
Five Points 93624 San Joaquin 93660
Friant 93626 Sanger 93657
Helm 93627 Shaver Lake 93664
Hume 93628 Squaw Valley 93675
Huron 93234 Three Rocks 93608
Kingsburg 93631 Tollhouse 93667
Lakeshore 93634 Tranquility 93668
Lanare 93656
➢ Cities with access to a DSS Region Center (Coalinga, Kerman, Reedley, and
Selma) are ineligible for the rural application compensation rate.
• From persons identified as Homeless $75 per application
➢ A person's homeless status must be indicated by checking the appropriate box
on the application.
➢ Contractor must use their agency's mailing address for each person identified as
homeless unless the person is already using another address such as a
homeless shelter, a relative, or a friend.
➢ Applications taken for homeless persons which do not provide a mailing address
will not be compensated at the $75 rate per application, but rather will be
compensated $50 for the application.
• Note:
➢ Maximum reimbursement per application will be $75 although an individual,
family, or household may fall under two of the above categories.
➢ Medi-Cal enrollment or renewal applications submitted through MyBCW or
BenefitsCal and claimed/invoiced to this project are not eligible to receive
reimbursement from the State or any other grant source if that funder will be
reporting the agency's application assistance data to the State (Department of
Health Care Services).
Equipment and Technology
• One-time equipment or technology purchase $5,000 maximum
➢ Application for the one-time purchase may be granted at the sole discretion of
the DSS Director or designee.
➢ Contractor must provide Medi-Cal outreach, enrollment, and renewal services
and meet the minimum 60 monthly application submissions for at least three (3)
months after receipt of compensation for the equipment or technology purchase.
➢ If after compensation for the one-time purchase the Agreement is terminated
prior to three (3) months or contractor does not meet the service outcomes within
that time, full recoupment is due to the County's DSS within sixty days of
termination notice.
Outreach Activity
• Funding for outreach or awareness activities and/or materials may be granted on a case-
by-case basis when Director or designee approval is obtained in advance of the event.
➢ Use of funds, materials, property or services provided directly or indirectly under
the Agreement for contractor's advertising, fundraising, or publicity for the
purpose of self-promotion is prohibited.
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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Exhibit C
(1) Company Board Member Information:
Name: Lisa A.Smittcamp Date: 3 2023
Job Title: District Attorney
(2)Company/Agency Name and Address:
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2100 1 WaAe St.
Fresno, C4- 937W
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a
party to)
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(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code§5233(a)
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Signature: Date: q-3-
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C-2