HomeMy WebLinkAboutAgreement A-16-410 with Proteus, Inc.pdf
COUNTY OF FRESNO
Fresno, CA
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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 PROTEUS INC. a Private Non-Profit Organization whose address is
1830 North Dinuba Blvd., Visalia, CA 93291, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, pursuant to the California Work Opportunity and Responsibility to Kids Act
Division 9, Part 3, Chapter 2, Section 11320 et seq., COUNTY is mandated to deliver a time-limited
structural sequence of employment related activities and supportive services that are designed to
maximize unsubsidized employment opportunities to able-boded, non-exempt CalWORKs public
assistance applicants and recipients; and
WHEREAS, COUNTY’s Department of Social Services, hereinafter referred to as DSS, has
developed and submitted to the State of California a CalWORKs COUNTY Plan meeting the
requirements of the CalWORKs Act to deliver employment and training services to public assistance
recipients; and
WHEREAS, COUNTY is authorized to enter into an Agreements with CONTRACTOR for
such services pursuant to CalWORKs and the rules and regulations of the California Department of
Social Services
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the
parties hereto agree as follows:
1. SERVICES
A. CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
B. CONTRACTOR shall also perform all services and fulfill all responsibilities as
specified in COUNTY’s Request for Proposal (RFP) No. 952-5444 dated February 24, 2016,
Addendum No. One (1) dated February 26, 2016 , Two (2) to COUNTY’s RFP dated March 10,
2016, hereinafter referred to as Revised RFP, and CONTRACTOR’s response to said Revised RFP
dated April 4, 2016; all incorporated herein by reference and made part of this Agreement. In the event
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of any inconsistency among these documents, the discrepancy shall be resolved by giving precedence
in the following order of priority: (1) to this Agreement, including all exhibits; (2) to the County’s
Revised RFP; (3) CONTRACTOR’s response to said Revised RFP dated April 4, 2016. A copy of
COUNTY’s Revised RFP and CONTRACTOR’s response thereto shall be retained and made
available during the term of this Agreement by COUNTY’s DSS Administration.
C. Additionally CONTRACTOR shall provide all services in accordance with the
State of California’s Social Services Manual of Policies and Procedures, Eligibility and Assistance
Standards sections 42-716, 42-717, and 42-718.
2. TERM
The term of this Agreement shall be for a period of three (3) years, commending on the
1st day of July 2016, through and including the 30th day of June 2019. This agreement may be
extended for two (2) additional consecutive twelve (12) month periods upon the approval of both
parties no later than thirty (30) days prior to the first day of the next twelve month extension period.
The Director of the Department of Social Services or designee is authorized to execute such written
approval on behalf of COUNTY based on CONTRACTOR’s satisfactory performance.
3. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
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Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to
COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of
COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall
promptly refund any such funds upon demand or, at COUNTY’s option, such repayment shall be
deducted from future payments owing to CONTRACTOR under this Agreement.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate the
Agreement.
4. COMPENSATION
For actual services provided as identified in the terms and conditions of this Agreement,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in
accordance with Exhibit B, Budget, attached here to and by this reference incorporated herein.
Mandated travel shall be reimbursed based on actual expenditures and mileage reimbursement shall be
at CONTRACTOR’s adopted rate per mile, not to exceed the IRS published rate. CONTRACTOR
agrees to limit administrative cost to a maximum of 15% of the total program budget and to limit
employee benefits to a maximum of 20% of total salaries for those employees working under this
Agreement during the term of this Agreement. Payment shall be made upon certification or other
proof satisfactory to COUNTY’s DSS that services have actually been performed by CONTRACTOR
as specified in this Agreement.
For each twelve (12) month period of this Agreement, in no event shall services
performed under this Agreement be in excess of One Million One Hundred Twenty Five Thousand
Seven Hundred Fifty Four and No/100 Dollars ($1,125,754.00). The cumulative total of this
Agreement shall not be in excess of Five Million Six Hundred Twenty Eight Thousand Seven
Hundred Seventy and No/100 Dollars ($5,628,770.00). It is understood that all expenses incidental to
CONTRACTOR’s performance of services under this Agreement shall be borne by CONTRACTOR.
Except as provided below regarding State payment delays, payments by
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COUNTY shall be in arrears, for services provided during the preceding month, within forty-five (45)
days after receipt, verification and approval of CONTRACTOR’s invoices by COUNTY’s DSS. If
CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be
relieved of its obligation for further compensation. All final claims shall be submitted by
CONTRACTOR within sixty (60) days following the final month of service for which payment is
claimed. No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day
closeout period. Any compensation which is not expended by CONTRACTOR pursuant to the terms
and conditions of this Agreement shall automatically revert to COUNTY.
The services provided by CONTRACTOR under this Agreement are funded in whole or
in part by the State of California. In the event that funding for these services is delayed by the State
Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment
shall not exceed the amount of funding delayed by the State Controller to COUNTY. The period of
time of the deferral by COUNTY shall not exceed the period of time of the State Controller’s delay of
payment to COUNTY plus forty-five (45) days.
5. INVOICING
CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) of each month for
actual expenses incurred and services rendered in the previous month to:
DSSInvoices@co.fresno.ca.us. A Monthly Activity Report shall accompany the invoice, reflecting
services supported by the invoiced expenditures and be in a form and in such detail as acceptable to
COUNTY’s DSS. Supporting documentation shall include but is not limited to receipts, invoices
received and documented administrative/overhead costs. No reimbursement for services shall be
made until invoices, reports and outcomes are received, reviewed and approved by COUNTY’s DSS.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or substance, COUNTY’s DSS Director or designee shall have the right
to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a
period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety (90)
day period, the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY’s DSS
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Director or designee may elect to terminate this Agreement, pursuant to the termination provisions
stated in Paragraph Three (3) of this Agreement. In addition, for invoices received ninety (90) days
after the expiration of each term of this Agreement or termination of this Agreement, at the discretion
of COUNTY’s DSS Director or designee, COUNTY’s DSS shall have the right to deny payment of
any additional invoices received.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no
right to control or supervise or direct the manner or method by which CONTRACTOR shall perform
its work and function. However, COUNTY shall retain the right to administer this Agreement so as to
verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to COUNTY or to this Agreement.
7. MODIFICATION
A. Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
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. B. Notwithstanding the above, changes to line items in the budget, attached hereto
as Exhibit B, in an amount not to exceed 10% of the total maximum compensation as identified in
Section Four (4) of this Agreement, may be made with the written approval of COUNTY’s DSS
Director or designee and CONTRACTOR. Budget line item changes shall not result in any change to
the maximum compensation amount payable to CONTRACTOR, as stated herein.
C. CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State
and Federal funding availability, as stated in Section Four (4) in this Agreement. CONTRACTOR
further understands that this Agreement is subject to any restrictions, limitations or enactments of all
legislative bodies which affect the provisions, term or funding of this Agreement in any manner.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
defend COUNTY, its officers, agents and employees from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
agents or employees under this Agreement, and from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
of CONTRACTOR, its officers, agents or employees under this Agreement. In addition,
CONTRACTOR agrees to indemnify COUNTY for Federal, State of California and/or local audit
exceptions resulting from noncompliance herein on the part of the CONTRACTOR.
10. INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
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following insurance policies throughout the term of this Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
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 the COUNTY to
CONTRACTOR, or purchased by CONTRACTOR with funds provided through
this Agreement. Said policy of 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 of policies shall be endorsed naming County of
Fresno as loss payee.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the C of Fresno, its officers, agents, and employees, individually and collectively, as
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additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
Within thirty (30) days from the date CONTRACTOR signs this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of
the foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno,
California, 93718-1912, Attention: Contracts, stating that such insurance coverages have been
obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR’s policies herein; and that this insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given
to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
of A FSC VII or better.
11. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating
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to confidentiality including, but not limited to California Welfare and Institutions Code section 10850
and the California Department of Social Services (CDSS) Manual of Policies and Procedures,
Division 19-000 to assure that all applications and records concerning program recipients shall be kept
confidential and shall not be opened to examination, publicized, disclosed, or used for any purpose not
directly connected with administration of the program. CONTRACTOR shall inform all of its
employees, agents, officers, subcontractors, Board of Directors members, or partners of this provision
and that any person knowingly and intentionally violating this provision is guilty of a misdemeanor.
12. NON-DISCRIMINATION
A. Eligibility for Services
CONTRACTOR shall prepare and make available to COUNTY and to the public
all eligibility requirements to participate in the program plan set forth in Exhibit B. No person shall,
because of ethnic group identification, age, sex, color, disability, medical condition, national origin,
race, ancestry, marital status, religion, religious creed, political belief or sexual preference be excluded
from participation, be denied benefits of, or be subject to discrimination under any program or activity
receiving Federal or State of California assistance.
B. Employment Opportunity
CONTRACTOR shall comply with COUNTY policy, and the Equal
Employment Opportunity Commission guidelines, which forbids discrimination against any person on
the grounds of race, color, national origin, sex, religion, age, disability status, or sexual preference in
employment practices. Such practices include retirement, recruitment advertising, hiring, layoff,
termination, upgrading, demotion, transfer, rates of pay or other forms of compensation, use of
facilities, and other terms and conditions of employment.
C. Suspension of Compensation
If an allegation of discrimination occurs, COUNTY may withhold all further
funds, until CONTRACTOR can show clear and convincing evidence to the satisfaction of COUNTY
that funds provided under this Agreement were not used in connection with the alleged discrimination.
D. Nepotism
Except by consent of COUNTY’s Department of Social Services Director, or
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designee, no person shall be employed by CONTRACTOR who is related by blood or marriage to, or
who is a member of the Board of Directors or an officer of CONTRACTOR.
13. SUBCONTRACTS
CONTRACTOR shall obtain written approval from 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 provision of this
Agreement, and all applicable State and Federal regulations. Contractor 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
COUNTRACTOR shall not entitle CONTRACTOR to any additional compensation than is provided
under this Agreement.
14. CONFLICT OF INTEREST
No officer, agent, or employee of COUNTY who exercises any function or
responsibility for planning and carrying out the services provided under this Agreement shall have any
direct or indirect personal financial interest in this Agreement. In addition, no employee of COUNTY
shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.
CONTRACTOR shall also comply with all Federal, State of California, and local conflict of interest
laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this
Agreement and any officer, agent, or employee of COUNTY.
15. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if CONTRACTOR is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
status to operate as a corporation.
Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
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and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and by this
reference incorporated herein, and submitting it to COUNTY prior to commencing with the self-
dealing transaction or immediately thereafter.
16. LIMITED ENGLISH PROFICIENCY
CONTRACTOR shall provide interpreting and translation services to persons
participating in CONTRACTOR’s services who have limited or no English language proficiency,
including services to persons who are deaf or blind. Interpreter and translation services shall be
provided as necessary to allow such participants meaningful access to the programs, services and
benefits provided by CONTRACTOR. Interpreter and translation services, including translation of
CONTRACTOR’s “vital documents” (those documents that contain information that is critical for
accessing CONTRACTOR’s services or are required by law) shall be provided to participants at no
cost to the participant. CONTRACTOR shall ensure that any employees, agents, subcontractors, or
partners who interpret or translate for a program participant, or who directly communicate with a
program participant in a language other than English, demonstrate proficiency in the participant's
language and can effectively communicate any specialized terms and concepts peculiar to
CONTRACTOR’s services.
17. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
contractual relationship with COUNTY for the purpose of providing services under this Agreement
must employ adequate data security measures to protect the confidential information provided to
CONTRACTOR by COUNTY, including but not limited to the following:
A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
COUNTY networks via personally owned mobile, wireless or handheld devices, except when
authorized by COUNTY for telecommuting and then only if virus protection software currency
agreements are in place, and if a secure connection is used.
B. Contractor-Owned Computers or Computer Peripherals may not brought into
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COUNTY for use, including and not limited to mobile storage devices, without prior authorization
from COUNTY’s Chief Information Officer or her designee. Data must be stored on a secure server
approved by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or
another type of secure connection of this type if any data is approved to be transferred.
C. COUNTY-Owned Computer Equipment – CONTRACTOR or anyone having an
employment relationship with COUNTY may not use COUNTY computers or computer peripherals
on non-COUNTY premises without prior authorization from COUNTY’s Chief Information Officer or
her designee.
D. CONTRACTOR may not store COUNTY’s private, confidential or sensitive
data on any hard-disk drive.
E. CONTRACTOR is responsible to employ strict controls to insure the integrity
and security of COUNTY’s confidential information and to prevent unauthorized access to data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
128 BIT or higher. Additionally, a password or pass phrase must be utilized.
G. CONTRACTOR is responsible to immediately notify COUNTY of any breaches
or potential breaches of security related to COUNTY’s confidential information, data maintained in
computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally or externally.
H. In the event of a breach of security related to COUNTY’s confidential client
information provided to CONTRACTOR, COUNTY will manage the response to the incident,
however, CONTRACTOR will be responsible to issue any notification to affected individuals as
required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
responsible for all costs incurred as a result of providing the required notification.
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18. CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and
No/100 Dollars ($100,000.00), CONTRACTOR shall comply with all applicable standards, orders, or
requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq.; the Clean Water
Act contained in 33 U.S. Code 1368 et seq.; and any standards, laws, and regulations promulgated
thereunder. Under these laws and regulations, CONTRACTOR shall assure:
A. No facility shall be utilized in the performance of the Agreement that has been
listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
B. COUNTY shall be notified prior to execution of this Agreement of the receipt of
any communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility
to be utilized in the performance of this Agreement is under consideration to be listed on the EPA list
of Violating Facilities;
C. COUNTY and U.S. EPA shall be notified about any known violation of the
above laws and regulations; and
D. This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.
19. DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED
TRANSACTIONS
A. COUNTY and CONTRACTOR recognize that Federal assistance funds will be
used under the terms of this Agreement. For purposes of this paragraph, CONTRACTOR will be
referred to as the “prospective recipient”.
B. This certification is required by the regulation implementing Executive Order
12549, Debarment and Suspension, 29 CFR Part 98, section 98.510, Participant’s responsibilities.
1) The prospective recipient of Federal assistance funds certified by entering
into this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
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2) The prospective recipient of funds agrees by entering into this Agreement,
that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
unless authorized by the Federal department or agency with which this transaction originated.
3) Where the prospective recipient of Federal assistance funds is unable to
certify to any of the statements in this certification, such prospective participant shall attach an
explanation to this Agreement.
4) The prospective recipient shall provide immediate written notice to
COUNTY if at any time prospective recipient learns that its certification in Paragraph Nineteen (19) of
this Agreement was erroneous when submitted or has become erroneous by reason of changed
circumstances. The prospective recipient further agrees that by entering into this Agreement, it will
include a clause identical to Paragraph Nineteen (19) of this Agreement and titled “Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered
Transactions”, in all lower tier covered transactions and in all solicitations for lower tier covered
transaction.
5) The certification in Paragraph Nineteen (19) of this Agreement is a material
representation of fact upon which COUNTY relied in entering into this Agreement
20. CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or
potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a
refusal to actively participate in a religious practice. Any specifically religious activity or service made
available to individuals by CONTRACTOR must be voluntary as well as separate in time and location
from COUNTY funded activities and services. CONTRACTOR shall inform COUNTY as to whether
it is faith-based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its
policy on referring individuals to an alternate treatment provider, and include a copy of this policy in
its client admission forms. The policy must inform individuals that they may be referred to an
alternative provider if they object to the religious nature of the program, and include a notice to DSS.
Adherence to this policy will be monitored during annual site reviews, and a review of client files. If
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CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
report to DSS the number of individuals who requested referrals to alternate providers based on
religious objection.
21. LOBBYING ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying
or propaganda purposes designed to support or defeat legislation pending in the Congress of the
United States of America or the Legislature of the State of California.
22. STATE ENERGY CONSERVATION
CONTRACTOR shall recognize the mandatory standard and policies relating to energy
efficiency in the State Energy Conservation Plan as required by the United States Energy Policy and
Conservation Act (42 U.S.C. section 6201, et seq).
23. GRIEVANCES
CONTRACTOR shall establish procedures for handling client complaints and/or
grievances. Such procedures will include provisions for informing clients of their rights to a State
Hearing to resolve such issues.
24. FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR staff and clients. Such procedures will include provisions for informing
CONTRACTOR staff and clients regarding fraternization guidelines.
25. 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.
26. SINGLE AUDIT CLAUSE
As a subrecipient of Federal financial assistance, CONTRACTOR agrees to provide a
copy of its audit report, performed in accordance with the requirements of the Single Audit Act of
1984 (31 USC section 7502) and subject to the terms of Office of Management and Budget (OMB)
Circulars (A-110, A-122 and A-133), to the County of Fresno. Such audit shall be delivered to the
COUNTY Department of Social Services, Department of Employment and Temporary Assistance, for
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review not later than nine (9) months after the close of the subrecipient’s fiscal year in which the funds
supplied through this Agreement are expended and/or received for this program. The audit must
include a statement of findings or a statement that there were no findings. If there were negative
findings, CONTRACTOR must include a corrective action plan signed by an authorized individual.
Failure to comply with this Act may result in the COUNTY performing the necessary audit tasks, or,
at the COUNTY’s option, contracting with a qualified accountant to perform this audit. All audit
costs related to this Agreement are the sole responsibility of the CONTRACTOR who agrees to take
corrective action to eliminate any material noncompliance or weakness found as a result of such audit.
Audit work performed by the COUNTY under this paragraph shall be billed at COUNTY cost as
determined by the COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
27. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under section 1861(v)
(1) (I) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[I]), until the expiration of four (4)
years after the furnishing of services under this Agreement, CONTRACTOR shall make available,
upon written request to the Secretary of the United States Department of Health and Human Services,
or upon request to the Comptroller General of the United States General Accounting Office, or any of
their duly authorized representatives, a copy of this Agreement and such books, documents, and
records as are necessary to certify the nature and extent of the costs of these services provided by
CONTRACTOR under this Agreement. CONTRACTOR further agrees that in the event
CONTRACTOR carries out any of its duties under this Agreement through a subcontract, with a value
or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over a twelve (12) month period,
with a related organization, such Agreement shall contain a clause to the effect that until the expiration
of four (4) years after the furnishing of such services pursuant to such subcontract, the related
organizations shall make available, upon written request to the Secretary of the United States
Department of Health and Human Services, or upon request to the Comptroller General of the United
States General Accounting Office, or any of their duly authorized representatives, a copy of such
subcontract and such books, documents, and records of such organization as are necessary to verify
the nature and extent of such costs.
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28. AUDITS AND INSPECTIONS
CONTRACTOR 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. CONTRACTOR shall, upon request by COUNTY, permit
COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State of California Auditor
General for a period of three (3) years after final payment under contract (California Government
Code section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal
review process and comply with all final determinations rendered by the COUNTY’s fiscal review
process. If COUNTY reaches an adverse decision regarding CONTRACTOR’s services to
consumers, it may result in the disallowance of payment for services rendered; or in additional
controls to the delivery of services, or in the termination of this Agreement, at the discretion of
COUNTY’s DSS Director or designee. If as a result of COUNTY’s fiscal review process a
disallowance is discovered due to CONTRACTOR’s deficiency, CONTRACTOR shall be financially
liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be
adjusted from CONTRACTOR’s future payments, at the discretion of COUNTY’s DSS Director or
designee. In addition, COUNTY shall have the sole discretion in the determination of fiscal review
outcomes, decisions and actions.
29. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CONTRACTOR
Director, County of Fresno Director
Department of Social Services Proteus, Inc
PO BOX 1912 1830 North Dinuba BLVD
Fresno, CA 93718-1912 Visalia, CA 93291
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30. PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under
this Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e.,
purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
Notwithstanding the above, publicity of the services described in Paragraph One (1) of this Agreement
shall be allowed as necessary to raise public awareness about the availability of such specific services
when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such
items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
related expense(s).
31. CHANGE OF LEADERSHIP / MANAGEMENT
Any and all notices between COUNTY and CONTRACTOR provided for or permitted
under this Agreement or by law, shall be in writing and shall be deemed duly served when personally
delivered to one of the parties, or in lieu of such personal service, when deposited in the United States
Mail, postage prepaid, addressed to such party.
In the event of any change in the status of CONTRACTOR’S leadership or
management, CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from
the date of change. Such notification shall include any new leader or manager’s name, address and
qualifications. “Leadership or management” shall include any employee, member, or owner of
CONTRACTOR who either a) directs individuals providing services pursuant to this Agreement, b)
exercises control over the manner in which services are provided, or c) has authority over
CONTRACTOR’s finances.
32. GOVERNING LAW
The parties agree that for the 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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33. ENTIRE AGREEMENT
This Agreement, including all Exhibits, COUNTY’s Revised RFP, and
CONTRACTOR’s response thereto, constitutes the entire agreement between CONTRACTOR 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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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first hereinabove written.
ATIEST:
CONTRACfOR:
Proteus Inc. By{J?kt..~
Print Name: Michael E. McCann
Title: Chief Executive Officer
Chairman of the Board, or
President, or any Vice President
Title: Secretary
Secretary (ofCorpomtion), or
any Assistant Secretary, or
ChiefFinancial Officer, or
any Assistant Treasurer
Mailing Address:
Proteus, Inc
1830 North Dinuba Blvd
Phone No.: (559) 499·2140
Contact: Forrest Jeffreys, Program Manager
COUNTY OF FRESNO
By~~
Ernest Buddy Mend~ an
Board ofSupervisors
BERNICE E. SEIDEL, Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
20 COUNTY Of1 FRESNO
Frcsno,CA