HomeMy WebLinkAboutAgreement A-23-549 with InTelegy.pdf Agreement No. 23-549
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement') is dated October 10, 2023 and is between
3 InTelegy Corp., a California for-profit corporation ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. County, through its Department of Social Services (DSS), is in need of organizational
7 consultation services in Fresno County for ongoing service and practice enhancement; and
8 B. Contractor is willing and able to provide organizational consultation services needed by
9 County, pursuant to the terms of this Agreement; and
10 The parties therefore agree as follows:
11 Article 1
12 Contractor's Services
13 1.1 Scope of Services. The Contractor shall perform all of the services provided in
14 Exhibit A to this Agreement, titled "Summary of Services."
15 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
16 able to perform all of the services provided in this Agreement.
17 1.3 Records.
18 (A) Record Establishment and Maintenance
19 CONTRACTOR shall establish and maintain records in accordance with those
20 requirements prescribed by COUNTY, with respect to all matters covered by this
21 Agreement. CONTRACTOR shall retain all fiscal books and account records for
22 services performed under this Agreement for at least five (5) years from date of final
23 payment under this Agreement or until all State and Federal audits are completed for
24 that fiscal year, whichever is later.
25 (B) Cost Documentation
26 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days
27 following the end of each month, all fiscal and program reports for that month.
28 CONTRACTOR shall also furnish to COUNTY such statements, records, data and
1
1 information as COUNTY may request pertaining to matters covered by this
2 Agreement. In the event that CONTRACTOR fail to provide reports as provided
3 herein, it shall be deemed sufficient cause for COUNTY to withhold payments until
4 compliance is established.
5 2) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
6 potential State or Federal audit exception discovered during an examination. Where
7 findings indicate that program requirements are not being met and State or Federal
8 participation in this program may be imperiled in the event that corrections are not
9 accomplished by CONTRACTOR within thirty (30) days of receipt of such notice from
10 COUNTY, written notification thereof shall constitute COUNTY'S intent to terminate
11 this Agreement.
12 (C) Service Documentation
13 CONTRACTOR agree to maintain records to verify services under this Agreement
14 including names and addresses of clients served, if applicable, and the dates of service
15 and a description of services provided on each occasion. These records and any other
16 documents pertaining in whole or in part to this Agreement shall be clearly identified and
17 readily accessible.
18 Article 2
19 Reporting
20 2.1 Reports. Contractor shall also furnish to County such statements, records, reports,
21 data, and other information as County may request pertaining to matters covered by this
22 Agreement. In the event that Contractor fails to provide such reports or other information
23 required hereunder, it shall be deemed sufficient cause for County to withhold monthly
24 payments until there is compliance. In addition, Contractor shall provide written notification and
25 explanation to County within five (5) days of any funds received from another source to conduct
26 the same services covered by this Agreement.
27 2.2 Monitoring. Contractor agrees to extend to County's staff, County's DSS, or their
28 designees, the right to review and monitor records, programs, or procedures, at any time, in
2
1 regard to persons served, as well as the overall operation of Contractor's programs, in order to
2 ensure compliance with the terms and conditions of this Agreement.
3 Article 3
4 County's Responsibilities
5 3.1 The County shall provide oversight and collaborate with Contractor, other County
6 Departments, and community agencies to help achieve program goals and outcomes. County
7 shall participate in evaluating the progress of the overall program, and the efficiency of
8 collaboration with the Contractor staff and will be available to Contractor for ongoing
9 consultation.
10 County shall receive and analyze statistical outcome data from Contractor throughout
11 the term of contract, on a monthly basis or as County deems necessary. County shall notify the
12 Contractor when additional participation is required. The performance outcome measurement
13 process will not be limited to survey instruments but will also include, as appropriate, persons
14 served, staff surveys, , and other methods of obtaining required information.
15 Article 4
16 Compensation, Invoices, and Payments
17 4.1 Total Maximum Compensation. For actual services provided pursuant to the terms
18 of this Agreement, County agrees to pay Contractor and Contractor agrees to receive
19 compensation in accordance with the Exhibit B, Budget Summary.
20 In no event shall compensation paid for services performed under this Agreement be in
21 excess of Six Hundred Seventy-Five Thousand and No/100 dollars ($675,000) during the term
22 of this Agreement. For the period of September 1, 2023 through September 30, 2024, in no
23 event shall compensation paid for services performed under this agreement be in excess of Two
24 Hundred Twenty-Five Thousand and No/100 dollars ($225,000). For each 12-month extension
25 period, in no event shall compensation paid for services performed under this Agreement be in
26 excess of Two Hundred Twenty-Five Thousand and No/100 dollars ($225,000).
27 It is understood that all expenses incidental to Contractor's performance of services
28 under this Agreement shall be borne by Contractor. If Contractor should fail to comply with any
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1 provision of the Agreement, County shall be relieved of its obligation for further compensation.
2 Any compensation which is not expended by Contractor pursuant to the terms and conditions of
3 this Agreement shall automatically revert to County.
4 Contractor acknowledges that County is a local government entity and does so with
5 notice that the County's powers are limited by the California Constitution and by State law, and
6 with notice that Contractor may receive compensation under this Agreement only for services
7 performed according to the terms of this Agreement and while this Agreement is in effect, and
8 subject to the maximum amount payable under this section. Contractor further acknowledges
9 that County's employees have no authority to pay Contractor except as expressly provided in
10 this Agreement.
11 The services provided by the Contractor under this Agreement are funded in whole or in
12 part by the State of California and the United States Federal government. In the event that
13 funding for these services is delayed by the State Controller or the Federal government, County
14 may defer payment to Contractor. The amount of the deferred payment shall not exceed the
15 amount of funding delayed to the County. The period of time of the deferral by County shall not
16 exceed the period of time of the State Controller's or Federal government's delay of payment to
17 County plus forty-five (45) days.
18 4.2 Invoices. Contractor shall invoice County's DSS in arrears by the tenth (10th) of each
19 month for expenditures incurred and services rendered in the previous month to:
20 D SS I nvo ices(a-)fresn ocou ntyca.gov with a copy to the assigned County's DSS Staff Analyst.
21 Payments by County's DSS shall be in arrears for actual services provided during the preceding
22 month, within forty-five (45) days after receipt, verification, and approval of Contractor's invoices
23 by County's DSS. A monthly activity report shall accompany the invoice, reflecting services
24 supported by the invoiced expenditures and be in a form and in such detail as acceptable to the
25 County's DSS. All final claims for funding shall be submitted by Contractor within sixty (60) days
26 following the final month of services. At the discretion of County's DSS Director or his/her
27 designee, County's DSS may deny payment of any invoice received more than sixty (60) days
28 following the final month of services.
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1 At the discretion of County's DSS Director or designee, if an invoice is incorrect or is
2 otherwise not in proper form or detail, County's DSS Director or designee shall have the right to
3 withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
4 days prior written notice or email correspondence to Contractor. Contractor agrees to continue
5 to provide services for a period of ninety (90) days after written or email notification of an
6 incorrect or improper invoice. If after the ninety (90) day period the invoice has still not been
7 corrected to County's DSS satisfaction, County or COUNTY's DSS Director or designee may
8 elect to terminate this Agreement, pursuant to the termination provisions stated in Article Seven
9 (7) of this Agreement.
10 4.3 Payment. Payments shall be made by County to Contractor in arrears, for services
11 provided during the preceding month, within forty-five (45) days after the date of receipt,
12 verification, and approval by County. All final invoices shall be submitted by Contractor within
13 sixty (60) days following the final month of service for which payment is claimed. No action shall
14 be taken by County on claims submitted beyond the sixty (60) day closeout period. Any
15 compensation which is not expended by Contractor pursuant to the terms and conditions of this
16 Agreement shall automatically revert to County.
17 4.4 Incidental Expenses. The Contractor is solely responsible for all of its costs and
18 expenses that are not specified as payable by the County under this Agreement. If Contractor
19 fails to comply with any provision of this Agreement, County shall be relieved of its obligation for
20 further compensation.
21 4.5 Restrictions and Limitations. This Agreement shall be subject to any restrictions,
22 limitations, and/or conditions imposed by County or state or federal funding sources that may in
23 any way affect the fiscal provisions of, or funding for this Agreement. This Agreement is also
24 contingent upon sufficient funds being made available by County, state, or federal funding
25 sources for the term of the Agreement.
26 Funding is provided by fiscal year. Any unspent fiscal year appropriation does not roll
27 over and is not available for services provided in subsequent years.
28 In the event that funding for these services is delayed by the State Controller, County
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1 may defer payments to Contractor. The amount of the deferred payment shall not exceed the
2 amount of funding delayed by the State Controller to the County. The period of time of the
3 deferral by County shall not exceed the period of time of the State Controller's delay of payment
4 to County plus forty-five (45) days.
5 4.6 Additional Financial Requirements. County has the right to monitor the
6 performance of this Agreement to ensure the accuracy of claims for reimbursement and
7 compliance with all applicable laws and regulations.
8 Contractor must comply with the False Claims Act employee training and policy
9 requirements set forth in 42 U.S.C. 1396a(a)(68) and as the Secretary of the United States
10 Department of Health and Human Services may specify.
11 Contractor agrees that no part of any federal funds provided under this Agreement shall
12 be used to pay the salary of an individual per fiscal year at a rate in excess of Level 1 of the
13 Executive Schedule at https://www.opm.gov/ (U.S. Office of Personnel Management), as from
14 time to time amended.
15 Federal Financial Participation is not available for any amount furnished to an Excluded
16 individual or entity, or at the direction of a physician during the period of exclusion when the
17 person providing the service knew or had reason to know of the exclusion, or to an individual or
18 entity when the County failed to suspend payments during an investigation of a credible
19 allegation of fraud [42 U.S.C. section 1396b(i)(2)].
20 Contractor must maintain financial records for a minimum period of ten (10) years or until
21 any dispute, audit or inspection is resolved, whichever is later. Contractor will be responsible for
22 any disallowances related to inadequate documentation.
23 4.7 Contractor Prohibited from Redirection of Contracted Funds. Contractor may
24 not redirect or transfer funds from one funded program to another funded program under which
25 Contractor provides services pursuant to this Agreement except through a duly executed
26 amendment to this Agreement.
27 Contractor may not charge services delivered to an eligible person served under one
28 funded program to another funded program unless the person served is also eligible for services
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1 under the second funded program.
2 4.8 Financial Audit Report Requirements for Pass-Through Entities. If County
3 determines that Contractor is a "subrecipient" (also known as a "pass-through entity") as defined
4 in 2 C.F.R. § 200 et seq., Contractor represents that it will comply with the applicable cost
5 principles and administrative requirements including claims for payment or reimbursement by
6 County as set forth in 2 C.F.R. § 200 et seq., as may be amended from time to time. Contractor
7 shall observe and comply with all applicable financial audit report requirements and standards.
8 Financial audit reports must contain a separate schedule that identifies all funds included
9 in the audit that are received from or passed through the County. County programs must be
10 identified by Agreement number, Agreement amount, Agreement period, and the amount
11 expended during the fiscal year by funding source.
12 Contractor will provide a financial audit report including all attachments to the report and
13 the management letter and corresponding response within six months of the end of the audit
14 year to the County's DSS Director, or designees. The County's DSS Director, or designees is
15 responsible for providing the audit report to the County Auditor.
16 Contractor must submit any required corrective action plan to the County simultaneously
17 with the audit report or as soon thereafter as it is available. The County shall monitor
18 implementation of the corrective action plan as it pertains to services provided pursuant to this
19 Agreement.
20 Article 5
21 Term of Agreement
22 5.1 Term. This Agreement is effective on September 1, 2023 and terminates on
23 September 30, 2024 except as provided in section 5.2, "Extension," or Article 7, "Termination
24 and Suspension," below.
25 5.2 Extension. The term of this Agreement may be extended for two (2), additional
26 consecutive twelve (12) month periods only upon written approval of both parties at least thirty
27 (30) days before the first day of the twelve-month extension period. The County's DSS Director,
28 or designees, are authorized to sign the written approval on behalf of the County based on the
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1 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
2 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
3 the time of the extension whether or not known to the County.
4 Article 6
5 Notices
6 6.1 Contact Information. The persons and their addresses having authority to give and
7 receive notices provided for or permitted under this Agreement include the following:
8
For the County:
9
Director
10 County of Fresno, Department of Social Services
205 W. Pontiac Way
11 Clovis, CA 93612
12
For the Contractor:
13 CEO
InTelegy Corp
14 PO Box 2578
Danville, CA 94506
15
16 6.2 Change of Contact Information. Either party may change the information in section
17 6.1 by giving notice as provided in section 6.3.
18 6.3 Method of Delivery. Each notice between the County and the Contractor provided
19 for or permitted under this Agreement must be in writing, state that it is a notice provided under
20 this Agreement, and be delivered either by personal service, by first-class United States mail, by
21 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
22 Document Format (PDF) document attached to an email.
23 (A) A notice delivered by personal service is effective upon service to the recipient.
24 (B) A notice delivered by first-class United States mail is effective three (3) County
25 business days after deposit in the United States mail, postage prepaid, addressed to the
26 recipient.
27 (C)A notice delivered by an overnight commercial courier service is effective one (1)
28 County business day after deposit with the overnight commercial courier service,
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1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
4 nothing in this Agreement establishes, waives, or modifies any claims presentation
5 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
6 of Title 1 of the Government Code, beginning with section 810).
7 6.5 Change of Leadership/Management. In the event of any change in the status of
8 Contractor's leadership or management, Contractor shall provide written notice to County within
9 thirty (30) days from the date of change. Such notification shall include any new leader or
10 manager's name and address. "Leadership or management" shall include any employee,
11 member, or owner of Contractor who either a) directs individuals providing services pursuant to
12 this Agreement, b) exercises control over the manner in which services are provided, or c) has
13 authority over Contractor's finances.
14 6.6 Contractor's Name Change. An amendment, assignment, or new agreement is
15 required to change the name of Contractor as listed on this Agreement. Upon receipt of legal
16 documentation of the name change County will process the agreement. Payment of invoices
17 presented with a new name cannot be paid prior to approval of said agreement.
18 Article 7
19 Termination and Suspension
20 7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
21 contingent on the approval of funds by the appropriating government agency. If sufficient funds
22 are not allocated, then the County, upon at least thirty (30) days' advance written notice to the
23 Contractor, may:
24 (A) Modify the services provided by the Contractor under this Agreement; or
25 (B) Terminate this Agreement.
26 7.2 Termination for Breach.
27 (A) Upon determining that a breach (as defined in paragraph (C) below) has
28 occurred, the County may give written notice of the breach to the Contractor. The written
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1 notice may suspend performance under this Agreement and must provide at least thirty
2 (30) days for the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
4 time stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement;
9 (3) Submitted a substantially incorrect or incomplete report to the County; or
10 (4) Improperly performed any of its obligations under this Agreement.
11 7.3 Termination without Cause. In circumstances other than those set forth above, the
12 County may terminate this Agreement by giving at least thirty (30) days advance written notice
13 to the Contractor.
14 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
15 under this Article 7 is without penalty to or further obligation of the County.
16 7.5 County's Rights upon Termination. In no event shall any payment by the County
17 constitute a waiver by the County of any breach of this Agreement or any default which may
18 then exist on the part of the Contractor. Neither shall such payment impair or prejudice any
19 remedy available to the County with respect to the breach or default. The County shall have the
20 right to demand of the Contractor the repayment to the County of any funds disbursed to the
21 Contractor under this Agreement, which in the judgment of the County were not expended in
22 accordance with the terms of this Agreement. The Contractor shall promptly refund any such
23 funds upon demand.
24 Any termination of this Agreement by the COUNTY under this section is without penalty
25 to or further obligation of the COUNTY. This Section Three survives the termination of this
26 Agreement.
27
28
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1 Article 8
2 Independent Contractor
3 8.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
6 venturer, partner, or associate of the County.
7 8.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 8.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 8.4 Operating Costs. Contractor shall provide all personnel, supplies, and operating
17 expenses of any kind required for the performance of this Agreement.
18 8.5 Additional Responsibilities. The parties acknowledge that, during the term of this
19 Agreement, the Contractor will be performing hiring, training, and credentialing of staff, and
20 County will be performing additional staff credentialing to ensure compliance with State and
21 Federal regulations.
22 8.6 Subcontracts. Neither party shall assign, transfer or subcontract this Agreement nor
23 their rights or duties under this Agreement without the prior written consent of the other party.
24 Any transferee, assignee or subcontractor will be subject to all applicable provisions of this
25 Agreement, and all applicable State and Federal regulations. Contractor shall be held primarily
26 responsible by County for the performance of any transferee, assignee or subcontractor unless
27 otherwise expressly agreed to in writing by County. The use of subcontractor by Contractor shall
28 not entitle Contractor to any additional compensation than is provided for under this Agreement.
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1 Article 9
2 Indemnity and Defense
3 9.1 Indemnity. Contractor agrees to indemnify, save, hold harmless, and at County's
4 request, defend the County, its officers, agents, employees, and volunteers from any and all
5 demands, injuries, damages, costs, and expenses (including attorney's fees and costs),
6 damages, fines, penalties, liabilities, claims, and losses of any kind occurring or resulting to
7 County, Contractor, or any third party that arise from or relate to the performance, or failure to
8 perform, by Contractor, its officers, agents, or employees, or subcontractors under this
9 Agreement, and from any and all costs and expenses (including attorney's fees and costs),
10 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation
11 who may be injured or damaged by the performance, or failure to perform, of Contractor, its
12 officers, agents, or employees under this Agreement. County may conduct or participate in its
13 own defense without affecting Contractor's obligation to indemnify and hold harmless or defend
14 the County.
15 9.2 Survival. This Article 10 survives the termination of this Agreement.
16 Article 10
17 Insurance
18 10.1 Without limiting the County's right to obtain indemnification from Contractor or any
19 third parties, Contractor, at its sole expense, shall maintain in full force and effect, the following
20 insurance policies or a program of self-insurance, including but not limited to, an insurance
21 pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
22 (A) Commercial General Liability
23 Commercial General Liability Insurance with limits of not less than Two Million
24 Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
25 ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may
26 require specific coverages including completed operations, products liability, contractual
27 liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance
28 deemed necessary because of the nature of this contract.
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1 (B) Automobile Liability
2 Comprehensive Automobile Liability Insurance with limits of not less than One Million
3 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage
4 should include any auto used in connection with this Agreement, including both owned and
5 non-owned vehicles.
6 (C) Professional Liability
7 If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
8 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than
9 One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
10 annual aggregate. CONTRACTOR agrees that it shall maintain, at its sole expense, in full
11 force and effect for a period of three (3)years following the termination of this Agreement,
12 one or more policies of professional liability insurance with limits of coverage as specified
13 herein.
14 (D)Worker's Compensation
15 A policy of Worker's Compensation insurance as may be required by the California
16 Labor Code.
17 (E) Additional Requirements Relating to Insurance
18 Contractor shall obtain endorsements to the Commercial General Liability insurance
19 naming the County of Fresno, its officers, agents, and employees, individually and
20 collectively, as additional insured, but only insofar as the operations under this
21 Agreement are concerned. Such coverage for additional insured shall apply as primary
22 insurance and any other insurance, or self-insurance, maintained by County, its officers,
23 agents, and employees shall be excess only and not contributing with insurance
24 provided under Contractor's policies herein. This insurance shall not be cancelled or
25 changed without a minimum of thirty (30) days advance written notice given to County.
26 Contractor hereby waives its right to recover from County, its officers, agents, and
27 employees any amounts paid by the policy of worker's compensation insurance required by this
28 Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may
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1 be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation
2 under this paragraph is effective whether or not Contractor obtains such an endorsement.
3 Within Thirty (30) days from the date Contractor signs and executes this Agreement,
4 Contractor shall provide certificates of insurance and endorsement as stated above for all of the
5 foregoing policies, as required herein, to the County of Fresno,
6 DSSContractlnsurance(a)fresnocountyca.gov, Attention: Contract Analyst, stating that such
7 insurance coverage have been obtained and are in full force; that the County of Fresno, its
8 officers, agents and employees will not be responsible for any premiums on the policies; that for
9 such worker's compensation insurance the Contractor has waived its right to recover from the
10 County, its officers, agents, and employees any amounts paid under the insurance policy and
11 that waiver does not invalidate the insurance policy; that such Commercial General Liability
12 insurance names the County of Fresno, its officers, agents and employees, individually and
13 collectively, as additional insured, but only insofar as the operations under this Agreement are
14 concerned; that such coverage for additional insured shall apply as primary insurance and any
15 other insurance, or self-insurance, maintained by County, its officers, agents and employees,
16 shall be excess only and not contributing with insurance provided under Contractor's policies
17 herein; and that this insurance shall not be cancelled or changed without a minimum of thirty
18 (30) days advance, written notice given to County.
19 In the event Contractor fails to keep in effect at all times insurance coverage as herein
20 provided, the County may, in addition to other remedies it may have, suspend or terminate this
21 Agreement upon the occurrence of such event.
22 All policies shall be issued by admitted insurers licensed to do business in the State of
23 California, and such insurance shall be purchased from companies possessing a current A.M.
24 Best, Inc. rating of A FSC VII or better.
25 Article 11
26 Inspections, Audits, and Public Records
27 11.1 Audits and Inspections. The Contractor shall at any time during business hours,
28 and as often as the County may deem necessary, make available to the County for examination
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1 all of its records and data with respect to the matters covered by this Agreement, excluding
2 attorney-client privileged communications. The Contractor shall, upon request by the County,
3 permit the County to audit and inspect all of such records and data necessary to ensure
4 Contractor's compliance with the terms of this Agreement.
5 If this Agreement exceeds ten thousand dollars ($10,000.00), Contractor shall be subject
6 to the examination and audit of the Auditor General for a period of three (3) years after final
7 payment under contract (California Government Code Section 8546.7). This section survives
8 the termination of this Agreement.
9 In addition, Contractor shall cooperate and participate with County's fiscal review
10 process and comply with all final determinations rendered by the County's fiscal review process.
11 If County reaches an adverse decision regarding Contractor's services to consumers, it may
12 result in the disallowance of payment for services rendered; or in additional controls to the
13 delivery of services, or in the termination of this Agreement, at the discretion of County's DSS
14 Director or designee. If as a result of County's fiscal review process a disallowance is
15 discovered due to Contractor's deficiency, Contractor shall be financially liable for the amount
16 previously paid by County to Contractor and this disallowance will be adjusted from Contractor's
17 future payments, at the discretion of County's DSS Director or designee. In addition, COUNTY
18 shall have the sole discretion in the determination of fiscal review outcomes, decisions, and
19 actions.
20 11.2 State Audit Requirements. If the compensation to be paid by the County under this
21 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
22 California State Auditor, as provided in Government Code section 8546.7, for a period of three
23 years after final payment under this Agreement. This section survives the termination of this
24 Agreement.
25 11.3 Confidentiality in Audit Process. Contractor and County mutually agree to
26 maintain the confidentiality of Contractor's records and information of persons served, in
27 compliance with all applicable State and Federal statutes and regulations.
28 Contractor's fiscal records shall contain sufficient data to enable auditors to perform a
15
1 complete audit and shall be maintained in conformance with standard procedures and
2 accounting principles.
3 Contractor's records shall be maintained as required by DSS on forms furnished by the
4 County. All statistical data or information requested by the County's DSS Director, or designee
5 shall be provided by the Contractor in a complete and timely manner.
6 11.4 Single Audit Clause. If Contractor expends Seven Hundred Fifty Thousand and
7 No/100 Dollars ($750,000.00) or more in Federal and Federal flow-through monies, Contractor
8 agrees to conduct an annual audit in accordance with the requirements of the Single Audit
9 Standards as set forth in Office of Management and Budget (OMB) 2 CFR 200. Contractor shall
10 submit said audit and management letter to County. The audit must include a statement of
11 findings or a statement that there were no findings. If there were negative findings, Contractor
12 must include a corrective action plan signed by an authorized individual. Contractor agrees to
13 take action to correct any material non-compliance or weakness found as a result of such audit.
14 Such audit shall be delivered to County's DSS Finance Division for review within nine (9)
15 months of the end of any fiscal year in which funds were expended and/or received for the
16 program. Failure to perform the requisite audit functions as required by this Agreement may
17 result in County performing the necessary audit tasks, or at County's option, contracting with a
18 public accountant to perform said audit, or may result in the inability of County to enter into
19 future agreements with Contractor. All audit costs related to this Agreement are the sole
20 responsibility of Contractor.
21 A single audit report is not applicable if Contractor's Federal contracts do not exceed the
22 Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) requirement or Contractor's
23 only funding is through Drug-related Medi-Cal. If a single audit is not applicable, a program audit
24 must be performed and a program audit report with management letter shall be submitted by
25 Contractor to County as a minimum requirement to attest to Contractor solvency. Said audit
26 report shall be delivered to County's DSS Finance Division for review no later than nine (9)
27 months after the close of the fiscal year in which the funds supplied through this Agreement are
28 expended. Failure to comply with this Act may result in County performing the necessary audit
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1 tasks or contracting with a qualified accountant to perform said audit. All audit costs related to
2 this Agreement are the sole responsibility of Contractor who agrees to take corrective action to
3 eliminate any material noncompliance or weakness found as a result of such audit. Audit work
4 performed by County under this paragraph shall be billed to Contractor at County cost, as
5 determined by County's Auditor-Controller/Treasurer-Tax Collector.
6 Contractor shall make available all records and accounts for inspection by County, the
7 State of California, if applicable, the Controller General of the United States, the Federal Grantor
8 Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
9 least three (3) years following final payment under this Agreement or the closure of all other
10 pending matters, whichever is later.
11 11.5 Public Records. The County is not limited in any manner with respect to its public
12 disclosure of this Agreement or any record or data that the Contractor may provide to the
13 County. The County's public disclosure of this Agreement or any record or data that the
14 Contractor may provide to the County may include but is not limited to the following:
15 (A) The County may voluntarily, or upon request by any member of the public or
16 governmental agency, disclose this Agreement to the public or such governmental
17 agency.
18 (B) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose to the public or such governmental agency any record or
20 data that the Contractor may provide to the County, unless such disclosure is prohibited
21 by court order.
22 (C)This Agreement, and any record or data that the Contractor may provide to the
23 County, is subject to public disclosure under the Ralph M. Brown Act (California
24 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
25 (D)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure as a public record under the California Public
27 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
28 with section 6250) ("CPRA").
17
1 (E) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as information concerning the conduct of the
3 people's business of the State of California under California Constitution, Article 1,
4 section 3, subdivision (b).
5 (F) Any marking of confidentiality or restricted access upon or otherwise made with
6 respect to any record or data that the Contractor may provide to the County shall be
7 disregarded and have no effect on the County's right or duty to disclose to the public or
8 governmental agency any such record or data.
9 11.6 Public Records Act Requests. If the County receives a written or oral request
10 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
11 and which the County has a right, under any provision of this Agreement or applicable law, to
12 possess or control, then the County may demand, in writing, that the Contractor deliver to the
13 County, for purposes of public disclosure, the requested records that may be in the possession
14 or control of the Contractor. Within five business days after the County's demand, the
15 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
16 possession or control, together with a written statement that the Contractor, after conducting a
17 diligent search, has produced all requested records that are in the Contractor's possession or
18 control, or (b) provide to the County a written statement that the Contractor, after conducting a
19 diligent search, does not possess or control any of the requested records. The Contractor shall
20 cooperate with the County with respect to any County demand for such records. If the
21 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
22 CPRA or other applicable law, it must deliver the record or data to the County and assert the
23 exemption by citation to specific legal authority within the written statement that it provides to
24 the County under this section. The Contractor's assertion of any exemption from disclosure is
25 not binding on the County, but the County will give at least ten (10) days' advance written notice
26 to the Contractor before disclosing any record subject to the Contractor's assertion of exemption
27 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
28 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
18
1 failure to produce any such records, or failure to cooperate with the County with respect to any
2 County demand for any such records.
3 Article 12
4 Compliance
5 12.1 Compliance with Applicable Laws and Regulations. Contractor, its officers,
6 consultants, subcontractors, agents and employees shall comply with all applicable State,
7 Federal and local laws, regulations, and executive orders, as well as Federal policies,
8 procedures, and directives governing projects that utilize State and Federal Funds. This
9 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
10 employment practices, environmental protection, equal opportunity, fair housing, and all other
11 matters applicable or related to Contractor's services, the Contractor, its subcontractors, and all
12 eligible activities.
13 Contractor shall be responsible for obtaining all permits, licenses, and approvals
14 required for performing any activities under this Agreement, including those necessary to
15 perform design, implementation, operation, and maintenance of the activities. Contractor shall
16 be responsible for observing and complying with any applicable federal, state, and local laws,
17 rules, and regulations affecting any such work, specifically those including, but not limited to,
18 environmental protection, procurement, and safety laws, rules, regulations, and ordinances.
19 Contractor shall provide copies of permits and approvals to County upon request.
20 12.2 Program Fraud and False or Fraudulent Statements or Related Acts. Contractor
21 acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and
22 Statements) applies to Contractor's actions pertaining to this contract.
23 Article 13
24 Federal and State Laws
25 13.1 Child Abuse Reporting. Contractor shall utilize a procedure acceptable to COUNTY
26 to ensure that all of Contractor's employees, volunteers, consultants, subcontractor or agents
27 performing services under this Agreement shall report all known or suspected child abuse or
28 neglect to one or more of the agencies set forth in Penal Code Section 11165.9. This procedure
19
1 shall include having all of Contractor's employees, volunteers, consultants, subcontractor or
2 agents performing services under this Agreement sign a statement that he or she knows of and
3 will comply with the reporting requirements set forth in Penal Code Section 11166. The
4 statement to be utilized by Contractor is set forth in Exhibit D, Notice of Child Abuse Reporting
5 Law attached hereto and by this reference incorporated herein.
6 13.2 Child Support Compliance Act. If this Agreement includes State funding in excess
7 of$100,000, the Contractor acknowledges in accordance with Public Contract Code 7110, that:
8 (A) Contractor recognizes the importance of child and family support obligations and
9 shall fully comply with all applicable state and federal laws relating to child and family
10 support enforcement, including, but not limited to, disclosure of information and
11 compliance with earnings assignment orders, as provided in Chapter 8 (commencing
12 with section 5200) of Part 5 of Division 9 of the Family Code; and
13 (B) Contractor to the best of its knowledge is fully complying with the earnings
14 assignment orders of all employees and is providing the names of all new employees to
15 the New Hire Registry maintained by the California Employment Development
16 Department.
17 13.3 No Obligation by Federal Government. The Federal Government is not a party to
18 this contract and is not subject to any obligations or liabilities to the non-Federal entity,
19 contractor, or any other party pertaining to any matter resulting from this Agreement.
20 Article 14
21 Data Security
22 14.1 Confidentiality and Data Security.
23 All services performed by Contractor under this Agreement shall be in strict conformance
24 with all applicable Federal, State of California and/or local laws and regulations relating to
25 confidentiality.
26 For the purpose of preventing the potential loss, misappropriation or inadvertent
27 disclosure of County data including sensitive or personal client information; abuse of County
28 resources; and/or disruption to County operations, individuals and/or agencies that enter into a
20
1 contractual relationship with County for the purpose of providing services under this Agreement
2 must employ adequate data security measures to protect the confidential information provided
3 to Contractor by County, including but not limited to the following:
4 (A) Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
5 County networks via personally owned mobile, wireless or handheld devices, except
6 when authorized by County for telecommuting and then only if virus protection software
7 currency agreements are in place, and if a secure connection is used.
8 (B) Contractor-Owned Computers or Computer Peripherals may not be brought into
9 County for use, including and not limited to mobile storage devices, without prior
10 authorization from County's Chief Information Officer or her designee. Data must be
11 stored on a secure server approved by County and transferred by means of a VPN
12 (Virtual Private Network) connection, or another type of secure connection of this type if
13 any data is approved to be transferred.
14 (C) County-Owned Computer Equipment— Contractor or anyone having an
15 employment relationship with County may not use County computers or computer
16 peripherals on non-County premises without prior authorization from County's Chief
17 Information Officer or her designee.
18 (D) Contractor may not store County's private, confidential or sensitive data on any
19 hard-disk drive.
20 (E) Contractor are responsible to employ strict controls to ensure the integrity and
21 security of County's confidential information and to prevent unauthorized access to data
22 maintained in computer files, program documentation, data processing systems, data
23 files and data processing equipment which stores or processes County data internally
24 and externally.
25 (F) Confidential client information transmitted to one party by the other by means of
26 electronic transmissions must be encrypted according to Advanced Encryption
27 Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be
28 utilized.
21
1 (G)Contractor are responsible to immediately notify County of any breaches or
2 potential breaches of security related to County's confidential information, data
3 maintained in computer files, program documentation, data processing systems, data
4 files and data processing equipment which stores or processes County data internally or
5 externally.
6 (H) Contractor shall require its subcontractors to comply with the provisions of this
7 Data Security section.
8 Article 15
9 Publicity Prohibition
10 15.1 Self-Promotion. None of the funds, materials, property, or services provided directly
11 or indirectly under this Agreement shall be used for Contractor's advertising, fundraising, or
12 publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-
13 promotion.
14 15.2 Public Information. CONTRACTOR shall disclose COUNTY as a funding source in
15 all public information and program materials developed in support of contracted services.
16 Article 16
17 Disclosure of Self-Dealing Transactions
18 16.1 Applicability. This Article 21 applies if the Contractor is operating as a corporation
19 or changes its status to operate as a corporation.
20 16.2 Duty to Disclose. Members of the Contractor's Board of Directors shall disclose any
21 self-dealing transactions that they are a party to while Contractor is providing goods or
22 performing services under this agreement. A self-dealing transaction shall mean a transaction to
23 which the Contractor is a party and in which one or more of its directors has a material financial
24 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
25 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,
26 attached hereto as Exhibit C and incorporated herein by reference, and submitting it to the
27 County prior to commencing with the self-dealing transaction or immediately thereafter.
28 16.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
22
1 a party and in which one or more of its directors, as an individual, has a material financial
2 interest.
3 Article 17
4 Disclosure of Criminal History and Civil Actions
5 17.1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
6 Exclusion-Lower Tier Covered Transactions.
7 (A) County and Contractor recognize that Contractor is a recipient of Federal
8 assistance funds under the terms of this Agreement. By signing this Agreement,
9 Contractor agrees to comply with applicable Federal suspension and debarment
10 regulations, including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35,
11 and Executive Order 12549. By signing this Agreement, Contractor attests to the best of
12 its knowledge and belief, that it and its principals:
13 1) Are not presently debarred, suspended, proposed for debarment,
14 declared ineligible, or voluntarily excluded from participation in this transaction by
15 any Federal department or agency; and
16 2) Shall not knowingly enter into any lower tier covered transaction with
17 an entity or person who is debarred, suspended, proposed for debarment, declared
18 ineligible, or voluntarily excluded from participation in this transaction by any Federal
19 department or agency.
20 (B) Contractor shall provide immediate written notice to County if at any time during
21 the term of this Agreement Contractor learns that the representations it makes above
22 were erroneous when made or have become erroneous by reason of changed
23 circumstances.
24 (C) Contractor shall include a clause titled "Certification Regarding Debarment,
25 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions"
26 and similar in nature to this Article Seventeen (17) in all lower tier covered transactions
27 and in all solicitations for lower tier covered transactions.
28 (D) Contractor shall, prior to soliciting or purchasing goods and services in excess of
23
1 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension
2 and debarment status at https://sam.gov/SAM/.
3 (E) The certification in Article Seventeen (17) of this Agreement is a material
4 representation of fact upon which County relied in entering into this Agreement.
5 Article 18
6 Cultural and Linguistic Competency
7 18.1 Limited English Proficiency. Contractor shall provide interpreting and translation
8 services to persons participating in Contractor's services who have limited or no English
9 language proficiency, including services to persons who are deaf or blind. Interpreter and
10 translation services shall be provided as necessary to allow such participants meaningful
11 access to the programs, services and benefits provided by Contractor. Interpreter and
12 translation services, including translation of Contractor's "vital documents" (those documents
13 that contain information that is critical for accessing Contractor's services or are required by law)
14 shall be provided to participants at no cost to the participant. Contractor shall ensure that any
15 employees, agents, subcontractors, or partners who interpret or translate for a program
16 participant, or who directly communicate with a program participant in a language other than
17 English, demonstrate proficiency in the participant's language and can effectively communicate
18 any specialized terms and concepts peculiar to Contractor's services.
19 Article 19
20 General Terms
21 19.1 Modification. Any matters of this Agreement may be modified from time to time by
22 the written consent of Contractor and County without, in any way, affecting the remainder.
23 Contractor agrees that reductions to the maximum compensation set forth in Article Four (4)
24 of this Agreement may be necessitated by a reduction in funding from State or Federal sources.
25 Any such reduction to the maximum compensation may be made with the written approval of
26 County's DSS Director or designee and Contractor. Contractor further understands that this
27 Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
28 affect the provisions, term, or funding of this agreement in any manner.
24
1 19.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
2 under this Agreement without the prior written consent of the other party.
3 19.3 Governing Law. The laws of the State of California govern all matters arising from
4 or related to this Agreement.
5 19.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
6 County, California. Contractor consents to California jurisdiction for actions arising from or
7 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
8 brought and maintained in Fresno County.
9 19.5 Construction. The final form of this Agreement is the result of the parties' combined
10 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
11 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
12 against either party.
13 19.6 Days. Unless otherwise specified, "days" means calendar days.
14 19.7 Headings. The headings and section titles in this Agreement are for convenience
15 only and are not part of this Agreement.
16 19.8 Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
18 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
19 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
20 intent.
21 19.9 Nondiscrimination. During the performance of this Agreement, CONTRACTOR and
22 its officers, employees, agents and subcontractors shall not unlawfully discriminate in violation
23 of any Federal, State or local law, rule or regulation against any employee or applicant for
24 employment, or recipient of services under this Agreement, because of age, ethnic group
25 identification, sex, gender, gender identity, gender expression, sexual orientation, color, physical
26 disability, mental disability, medical condition, national origin, race, ancestry, genetic
27 information, marital status, religion, religious creed, military status, or veteran status.
28 (A) Domestic Partners and Gender Identity
25
1 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies that it
2 complies with Public Contract Code Section 10295.3.
3 (B) Americans with Disabilities Act
4 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990,
5 which prohibits discrimination on the basis of disability, as well as all applicable
6 regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.).
7 (C) CONTRACTOR shall include the non-discrimination and compliance provisions
8 of this section in all subcontracts to perform work under this Agreement.
9 19.10 Clean Air and Water. In the event the funding under this Agreement exceeds One
10 Hundred Fifty Thousand and No/100 Dollars ($150,000.00), Contractor shall comply with all
11 applicable standards, orders or requirements issued under the Clean Air Act, as amended, 42
12 U.S. Code 7401 et seq., and the Federal Water Pollution Control Act, 33 U.S. Code 1251 et
13 seq. Under these laws and regulations, Contractor shall:
14 (A) Assure the County that no facility shall be utilized in the performance of this
15 Agreement that has been listed on the Environmental Protection Agency (EPA) list of
16 Violating Facilities;
17 (B) Notify County prior to execution of this Agreement of the receipt of any
18 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
19 facility to be utilized in the performance of this Agreement is under consideration to be
20 listed on the EPA list of Violating Facilities;
21 (C) Report each violation of the above laws to County and understand and agree that
22 the County will, in turn, report each violation as required to assure notification to the
23 Federal Emergency Management Agency (FEMA) and the appropriate Environmental
24 Protection Agency Regional Office; and
25 (D) Include these requirements in each subcontract exceeding $150,000 financed in
26 whole or in part with federal assistance.
27 19.11 Drug-Free Workplace Requirements. For purposes of this paragraph, Contractor
28 will be referred to as the "grantee". By drawing funds against this grant award, the grantee is
26
1 providing the certification that is required by regulations implementing the Drug-Free Workplace
2 Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by grantees that
3 they will maintain a drug-free workplace. False certification or violation of the certification shall
4 be grounds for suspension of payments, suspension or termination of grants, or government
5 wide suspension or debarment. Contractor shall also comply with the requirements of the Drug-
6 Free Workplace Act of 1990 (California Government Code section 8350 et seq.).
7 19.12 Grievances. Contractor shall establish procedures for handling client complaints
8 and/or grievances. Such procedures will include provisions for informing clients of their rights to
9 a State Hearing to resolve such issues when appropriate.
10 19.13 Lobbying and Political Activity. None of the funds provided under this Agreement
11 shall be used for publicity, lobbying or propaganda purposes designed to support or defeat
12 legislation pending in the Congress of the United States of America or the Legislature of the
13 State of California.
14 Contractor shall not directly or indirectly use any of the funds under this Agreement for
15 any political activity or to further the election or defeat of any candidate for public office.
16 19.14 State Energy Conservation. Contractor must comply with the mandatory standard
17 and policies relating to energy efficiency which are contained in the State Energy Conservation
18 Plan issued in compliance with 42 United States (US) Code sections 6321, et. Seq.
19 19.15 Interpretation of Laws and Regulations. County reserves the right to make final
20 interpretations or clarifications on issues relating to Federal and State laws and regulations, to
21 ensure compliance.
22 19.16 Priority Hiring Considerations. If this Agreement includes State funding and
23 services in excess of$200,000, Contractor shall give priority consideration in filling vacancies in
24 positions funded by the Agreement to qualified recipients of aid under Welfare and Institutions
25 Code Section 11200, in accordance with Public Contract Code Section 10353.
26 19.17 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
27 of the Contractor under this Agreement on any one or more occasions is not a waiver of
28 performance of any continuing or other obligation of the Contractor and does not prohibit
27
1 enforcement by the County of any obligation on any other occasion.
2 19.18 Conflict of Interest. No officer, employee or agent of the County who exercises any
3 function or responsibility for planning and carrying out of the services provided under this
4 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
5 addition, no employee of the County shall be employed by the Contractor under this Agreement
6 to fulfill any contractual obligations with the County. The Contractor shall comply with all
7 Federal, State of California and local conflict of interest laws, statutes and regulations, which
8 shall be applicable to all parties and beneficiaries under this Agreement and any officer,
9 employee or agent of the County.
10 19.19 No Third-Party Beneficiaries. This Agreement does not and is not intended to
11 create any rights or obligations for any person or entity except for the parties.
12 19.20 Authorized Signature. The Contractor represents and warrants to the County that:
13 (A) The Contractor is duly authorized and empowered to sign and perform its
14 obligations under this Agreement.
15 (B) The individual signing this Agreement on behalf of the Contractor is duly
16 authorized to do so and his or her signature on this Agreement legally binds the
17 Contractor to the terms of this Agreement.
18 19.21 Electronic Signatures. The parties agree that this Agreement may be executed by
19 electronic signature as provided in this section.
20 (A) An "electronic signature" means any symbol or process intended by an individual
21 signing this Agreement to represent their signature, including but not limited to (1) a
22 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
23 electronically scanned and transmitted (for example by PDF document) version of an
24 original handwritten signature.
25 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
26 equivalent to a valid original handwritten signature of the person signing this Agreement
27 for all purposes, including but not limited to evidentiary proof in any administrative or
28 judicial proceeding, and (2) has the same force and effect as the valid original
28
1 handwritten signature of that person.
2 (C)The provisions of this section satisfy the requirements of Civil Code section
3 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
4 Part 2, Title 2.5, beginning with section 1633.1).
5 (D) Each party using a digital signature represents that it has undertaken and
6 satisfied the requirements of Government Code section 16.5, subdivision (a),
7 paragraphs (1) through (5), and agrees that each other party may rely upon that
8 representation.
9 (E) This Agreement is not conditioned upon the parties conducting the transactions
10 under it by electronic means and either party may sign this Agreement with an original
11 handwritten signature.
12 19.22 Counterparts. This Agreement may be signed in counterparts, each of which is an
13 original, and all of which together constitute this Agreement.
14 19.23 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
3 InTelegy Corp. COUNTY OF FRESNO
4 a-r�LIL C
5 Carole Dotson,CEO S Qu ro C, airman of the Board of
6 PO Box 2578 SL%paiwfs6%4.gLXhe County of Fresno
Danville, CA 94506 Attest:
7 Bernice Seidel
8 Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 By:_ ` ' -
Deputy
11 For accounting use only:
12 Org No.:56107001
Account No.:7295
13 Fund No.:0001
Subclass No.:10000
14
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16 SB:mk
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Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: InTelegy Corp.
SERVICES: Organizational Project Planning and Implementation Consulting
ADDRESS: PO Box 2578, Danville, CA 94526
TELEPHONE: (925) 855-6601
CONTACT PERSON: Carole Dotson
CONTACT EMAIL: cdotson@intelegy.com
CONTRACT TERMS: September 1, 2023 — September 30, 2024: $225,000
OPTIONAL EXTENSIONS: October 1, 2024 — September 30, 2025: $225,000
October 1, 2025 — September 30, 2026: $225,000
I. Overview
InTelegy (Contractor) will provide project management support to define, prioritize, and
develop or implement project initiatives in Child Welfare, Adult Services, and/or other
divisions of the Department of Social Services (Department) as needed.
II. Scope of Work
The following sections outline the overall approach and structure of the partnership
between InTelegy and the Department to identify current and potential projects or
initiatives for improvement or redesign.
A. Identified Projects: InTelegy will work with the Department to identify, analyze, and
categorize departmental projects, initiatives, workgroups, and business processes
that are determined, by the Department, to need improvement or redesign. The
Department may provide InTelegy with a list of projects, initiatives, workgroups, and
business processes identified to move forward to the planning and prioritization
stage. InTelegy may also be directed to do a Needs Assessment for any division to
identify areas for improvement.
B. InTelegy Supported Planning and Prioritization — InTelegy will support
Department leadership with setting project goals and objectives. The following
steps may be completed at the discretion of the Department:
Exhibit A
Page 2 of 3
a. Branch/Division Goal Setting: Support the leadership team as they
develop strategic goals to guide the identification and prioritization of
strategic projects.
i. Support Deputy Directors on the development of planning
sessions' agenda and facilitation
ii. Document outcomes of planning and work through edits and finalization
iii. Facilitate follow up session(s) to bridge goals with priority projects
b. Project Definition: Meet with identified project leads to complete project
definition step. Define each identified project or initiative with the
following clarification:
i. Project Name
ii. Description/Purpose Statement
iii. Proposed Benefits/ Identified Risks
iv. Timeline Objectives
v. Proposed Project Scope (continuation of effort underway,
new workgroup, research)
c. Prioritization: Based on the defined objectives and timelines of each project
the leadership team will be presented with the opportunity to prioritize
projects and assign staff as needed for completion. InTelegy will facilitate this
effort and help document and refine objectives and timelines based on priority
decisions.
C. InTelegy Supported Project Management— InTelegy will work with the Department
leadership team to implement a project management structure to these existing
initiatives. The following steps are suggested, but may be modified at the discretion of
the Department:
a. Project Management Tools for Implementation: Priority projects will be
supported with the development or refinement of a project plan, workgroup
structure, status reporting and recommendation or implementation plan
documentation. InTelegy will also assist the Department with clear consistent
messaging of any new processes or procedures to Department staff.
b. Project facilitation through implementation: The InTelegy consultant(s) may
be utilized as project management support and subject matter experts for
identified enhancement projects. In this role the InTelegy consultant(s) will
work side by side with division leadership and management to drive
improvements or change. This process will include engagement of staff and
Exhibit A
Page 3 of 3
outside partners as required. The InTelegy consultant(s) will act as facilitators
and project managers as required.
c. Executive Oversight: InTelegy will support identified Department project leads
with the development of status reporting to the Executive Team on a monthly
basis to ensure priority projects get the input and approval needed to stay on
time and implement successfully.
Budget
InTelegy Corp.
Organizational Project Planning and Implementation Consulting
InTelegy Corporation Consulting Support Budget per Contract Year
Consulting Services 880 hours projected @$250/hour $220,000
Travel— If necessary,to meet with If required,travel will be billed on a pass-
Department staff. through basis. $5,000
Budget Total per Contract Year $225,000
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self-dealing transaction is defined below:
'A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
5 Authorized Signature
Signature: Date: