HomeMy WebLinkAboutAgreement A-16-402 with FUSD.pdf
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AGREEMENT
THIS AGREEMENT is made and entered into this day of___________, 2016, by
and between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
hereinafter referred to as “COUNTY”, and FRESNO UNIFIED SCHOOL DISTRICT, a Political
Subdivision of State of California, whose address is 2309 Tulare Street, Fresno, CA 93721-2287,
hereinafter referred to as “FUSD”.
W I T N E S S E T H:
WHEREAS, COUNTY’s Department of Social Services (DSS) is the manager of client case
data regarding foster children who are involved in the Child Protective Services (CPS) system; and
WHEREAS, FUSD is in need of such data to continue its support system for children living
in foster care; and
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties:
hereto agree as follows:
1. RESPONSIBILITIES OF COUNTY
A. COUNTY shall provide FUSD with an electronic list of children living in foster
care who are attending school in FUSD, which shall be uploaded on a weekly basis to FUSD’s
designated contact person. This list shall include the child’s name, gender, and birth date.
B. COUNTY shall identify a contact person for FUSD regarding FUSD school
children in foster care.
2. RESPONSIBILITIES OF FUSD
A. FUSD shall provide COUNTY with electronic reports containing educational data
regarding FUSD students who are identified as students in foster care quarterly. Reports shall be
coded to protect the identity of foster children and ensure confidentiality as stated herein.
B. FUSD shall designate a contact person for COUNTY’s DSS who shall:
1. Receive from COUNTY’s DSS designee, an electronic list of children living
in foster care who are attending school in FUSD, as specified in Section 1.A. above;
2. Keep electronic or paper-based lists only at FUSD’s Department of
Prevention and Intervention office located at 1350 “M” Street, Fresno, CA 93721 in locked files;
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3. Ensure only FUSD’s designated staff and FUSD’s school administrators,
school social workers, school counselors, school psychologists, guidance learning coordinators, and
teachers have access to this list of children.
C. FUSD shall connect COUNTY’s DSS designated computers so that COUNTY is
able to use the Internet and FUSD’s Virtual Private Network (VPN) equipment to access FUSD’s
Student Information System and retrieve on an inquiry only basis, educational records of children
currently in foster care or pending involvement within COUNTY’s DSS CPS system, including but
not limited to those records pertaining to attendance, discipline, and grades. COUNTY’s personnel
must follow standard security procedures to initiate access by first contacting FUSD’s Department
of Prevention and Intervention.
3. TERM
This Agreement shall become effective July 1, 2016 and shall terminate on the 30th day
of June, 2019.
This Agreement shall automatically be extended for two (2) additional one (1) year
extensions upon the same terms and conditions herein set forth, unless written notice of non-
renewal is given by FUSD or COUNTY’s DSS Director, or designee, no later than thirty (30) days
prior to the close of the current Agreement term.
4. TERMINATION
A. Non-Allocation of Funds – The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated at any time by giving FUSD thirty (30) days advance written notice.
B. Breach of Contract – COUNTY may immediately suspend or terminate this
Agreement in whole or in part, wherein the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
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In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of FUSD. Neither
shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. COUNTY shall have the right to demand of FUSD the repayment to COUNTY
of any funds disbursed to FUSD under this Agreement, which in the judgment of COUNTY were
not expended in accordance with the terms of this Agreement. FUSD shall promptly refund any
funds upon demand or, at COUNTY’s option such repayment shall be deducted from future
payments owing to FUSD under this Agreement.
C. Without Cause – Under circumstances other than those set forth above, this
Agreement may be terminated by FUSD or COUNTY upon the giving of thirty (30) days advance
written notice of an intention to terminate.
5. COMPENSATION
Both parties agree services conducted pursuant to the terms and conditions of this
Agreement shall be performed without the payment of any monetary consideration by FUSD or
COUNTY, one to the other.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by FUSD under this
Agreement, it is mutually understood and agreed that FUSD, including any and all of FUSD’s
officers, agents and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,
joint venturer, partner or associate of COUNTY. Furthermore, COUNTY shall have no right to
control or supervise or direct the manner or method by which FUSD shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify
that FUSD is performing its obligations in accordance with the terms and conditions thereof. FUSD
and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if
any, of government authorities having jurisdiction over matters which are directly or indirectly the
subject of this Agreement.
Because of its status as an independent contractor, FUSD shall have absolutely no right
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to employment rights and benefits available to COUNTY employees. FUSD shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, FUSD shall be solely responsible and save COUNTY harmless from all
matters relating to payment of FUSD’s employees, including compliance with Social Security,
withholding and all other regulations governing such matters. It is acknowledged that during the
term of this Agreement, FUSD may be providing services to others unrelated to COUNTY or to this
Agreement.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of FUSD and COUNTY without, in any way, affecting the remainder.
8. NON-ASSIGNMENT
Neither party shall assign or transfer this Agreement nor their rights or duties under this
Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS
FUSD agrees to indemnify, save, hold harmless, and at COUNTY’s request, defend
COUNTY, its officers, agents and employees from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by FUSD, its officers, agents
or employees under this Agreement, and from any and all costs and expenses, including attorney
fees and court costs, damages, liabilities, claims and losses occurring or resulting to any person,
firm or corporation who may be injured or damaged by the performance, or failure to perform, of
FUSD, its officers, agents or employees under this Agreement. In addition, FUSD agrees to
indemnify COUNTY for Federal, State of California and/or local audit exceptions resulting from
non-compliance herein on the part of FUSD.
10. INSURANCE
Without limiting COUNTY’s right to obtain indemnification from FUSD or any third
parties, FUSD, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement:
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A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00.) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations, product
liability, contractual liability, Explosion-Collapse-Underground (XCU), fire, legal
liability or any other liability insurance deemed necessary because of the nature of
the Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of not
less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five
Hundred Thousand Dollars ($500,000.00) per accident and for property damages
of not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000.00). If
CONTRACTOR provides transportation to COUNTY CalWORKs participants in
connection with this Agreement, a combined single limit of not less than One
Million Dollars ($1,000,000) is required. Coverage should include owned and
non-owned vehicles used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employees licensed professional staff (e.g., Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three
Million Dollars ($3,000,000.00) annual aggregate.
D. Worker’s Compensation
A policy of Worker’s Compensation Insurance as may be required by the
California Labor Code.
E. Equipment Insurance
A policy or policies with minimum coverage(s) of Five Thousand Dollars ($5,000)
to replace any equipment provided by COUNTY to FUSD, or purchased by FUSD
with funds provided through this Agreement, for FUSD’s use in fulfilling its
obligations under this Agreement. Said policy or policies shall provide coverage(s)
against loss of any such equipment resulting from casualty such as fire, theft or any
other disappearance, and damage that renders such equipment inoperable and
regardless of cause. The policy or policies shall be endorsed naming County of
Fresno as loss payee.
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FUSD shall obtain endorsements to the Commercial General Liability Insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by the COUNTY, its officers, agents and employees shall be in excess only
and not contributing with insurance provided under the FUSD’s policies herein. This insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance written notice
given to COUNTY.
Within thirty (30) days from the date FUSD signs this Agreement, FUSD shall provide
certificates of insurance and endorsements as stated above for all the foregoing policies, as required
herein, to the Fresno County Department of Social Services, P.O. Box 1912, Fresno, California,
93718-1912, Attention: Staff Analyst, Dylan Loy, stating that such insurance coverages have been
obtained and are in full force; that the County of Fresno, its officers, agents and employees will not
be responsible for any premiums on the policies; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by the COUNTY, its officers, agents and employees, shall be excess only and
not contributing with insurance provided under FUSD’s policies herein; and that this insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice
given to COUNTY.
In the event FUSD fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
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11. SUBCONTRACTS
FUSD shall obtain written approval from COUNTY or COUNTY’s Department of
Social Services Director, or designee before subcontracting any of the services delivered under this
Agreement. Any transferee, assignee or subcontractor will be subject to all applicable provisions of
this Agreement, and all applicable State and Federal regulations. FUSD shall be held primarily
responsible by COUNTY for the performance of any transferee, assignee or subcontractor unless
otherwise expressly agreed to in writing by COUNTY. The use of subcontractors by FUSD shall
not entitle FUSD to any additional compensation than is provided for under this Agreement.
12. CONFIDENTIALITY
All services performed by FUSD under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations
relating to confidentiality including, but not limited to, California Welfare and Institutions Code
sections 10850.
13. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
disclosure of COUNTY data including sensitive or personal client information; abuse of County
resources; and/or disruption to County operations, individuals and/or agencies that enter into a
contractual relationship with the COUNTY for the purpose of providing services under this
Agreement must employ adequate data security measures to protect the confidential information
provided to the FUSD by the COUNTY, including but not limited to the following:
A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
County networks via personally owned mobile, wireless or handheld devices, except when
authorized by COUNTY for telecommuting and then only if virus protection software currency
agreements are in place, and if a secure connection is used.
B. Contractor-Owned Computers or Computer Peripherals may not be brought into the
COUNTY for use without prior authorization from the COUNTY’s Chief Information Officer
and/or designee(s), including and not limited to mobile storage devices. Data must be stored on a
secure server approved by the COUNTY and transferred by means of a VPN (Virtual Private
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Network) connection, or another type of secure connection of this type if any data is approved to be
transferred.
C. County-Owned Computer Equipment – FUSD or anyone having an employment
relationship with the COUNTY may not use COUNTY computers or computer peripherals on non-
COUNTY premises without prior authorization from the COUNTY’s Chief Information Officer
and/or designee(s).
D. FUSD may not store COUNTY’s private, confidential or sensitive data on any hard-
disk drive.
E. FUSD is responsible to employ strict controls to insure the integrity and security of
the COUNTY’s confidential information and to prevent unauthorized access to data maintained in
computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
128 BIT or higher. Additionally, a password or pass phrase must be utilized.
G. FUSD is responsible to immediately notify COUNTY of any breaches or potential
breaches of security related to COUNTY’s confidential information, data maintained in computer
files, program documentation, data processing systems, data files and data processing equipment
which stores or processes COUNTY data internally or externally.
H. In the event of a breach of security related to COUNTY’s confidential client
information provided to FUSD, COUNTY will manage the response to the incident, however,
FUSD will be responsible to issue any notification to affected individuals as required by law or as
deemed necessary by COUNTY in its sole discretion. FUSD will be responsible for all costs
incurred as a result of providing the required notification.
14. INTERPRETATION OF LAWS AND REGULATIONS
COUNTY reserves the right to make final interpretations or clarifications on issues
relating to Federal and State laws and regulations, to ensure compliance.
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15. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
COUNTY, its officers, consultants, subcontractors, agents and employees shall comply
with all applicable State, Federal and local laws and regulations governing projects that utilize
Federal Funds.
16. AUDITS AND INSPECTIONS
FUSD shall at any time during business hours, and as often as COUNTY may deem
necessary, make available to COUNTY for examination all of its records and data with respect to
the matters covered by this Agreement. FUSD shall, upon request to COUNTY, permit COUNTY
to audit and inspect all such records and data necessary to ensure FUSD’s compliance with the
terms of this Agreement.
17. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY FUSD
Director, Department of Superintendent or designee
Social Services Fresno Unified School District
P.O. Box 1912 Education Center
Fresno, CA 93718-1912 2309 Tulare Street
Fresno, CA 93721-2287
Any and all notices between COUNTY and FUSD provided for or permitted under this
Agreement, or by law, shall be in writing and shall be deemed duly serviced when personally
delivered to one of the parties, or in lieu of such personal service, when deposited in the United
States Mail, postage prepaid, addressed to such party.
18. GOVERNING LAW
The parties agree, that for purposes of venue, performance under this Agreement is to be
in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
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19. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire Agreement between FUSD
and COUNTY with respect to the subject matter hereof and supersedes all previous agreement
negotiations, proposals, commitments, writings, advertisements, publications and understandings of
any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and
2 year first hereinabove written.
3 ATfEST:
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FRESNO UNIFIED SCHOOL DISTRICT
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By~~&~
Print NI:h F. Quinto
Deputy Superintendent/CFO
Title:-----,-----------
Board President or Designee
Date: --"t?:::..:57-::.....,L-zC~~~~~;/:....J/ 4-~-
17 Title: D\Y'gc \-ox:
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23 Mailing Address:
Education Center
24 2309 Tulare Street
25 Fresno, CA 93721-2287
26 Attention: Superintendent or designee
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-II -
COUNTY OF FRESNO
ByE' .Y=~
Chairman, Board of Supervisors
BERNICE E. SEIDEL, Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUNTY OF FRESNO
Fresno,CA