HomeMy WebLinkAboutAgreement A-17-297.pdf
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TRAINING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of June, 2017, by and
between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter
referred to as "COUNTY", and each provider listed in Exhibit A, attached hereto and this
reference incorporated herein, collectively hereinafter referred to as “CONTRACTORS”, and any
such additional Contractors as may, from time to time during the term of this Agreement, be
added by COUNTY.
WITNESSETH
WHEREAS, COUNTY, through its Probation Department (“Probation”), has a need
for training courses that are Standards & Training for Corrections (“STC”) certified by the Board
of State and Community Corrections (BSCC); and
WHEREAS, CONTRACTORS are able to provide STC training courses needed by
COUNTY, and are willing to provide them subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, the parties hereto agree as follows:
1. SERVICES
CONTRACTORS shall provide, on an as-needed basis as determined by the
COUNTY, qualified instructors to provide STC certified training courses to Probation personnel
on a variety of subject matters applicable to their duties and responsibilities. The COUNTY
shall select the best qualified CONTRACTOR for each training course based on the selection
criteria outlined in Section 2 hereinbelow. All trainings shall occur at Probation’s designated
training room located at 890 South Tenth Street in Fresno, California, unless unexpected
circumstances arise causing the training site to be moved elsewhere.
2. REQUEST FOR SERVICES
When services are required by the COUNTY, an “e-mail” (electronic text
communication) outlining the specific training curriculum needed, the date or timeframe the
training will be needed and the anticipated number of trainees will be sent to all
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CONTRACTORS with instructions explaining what is needed from CONTRACTORS to be
considered for selection.
Selection will be based on a combination of the following factors, which, in the
sole opinion of the COUNTY, offers the best value for the COUNTY:
1. Cost, which shall not exceed STC maximum;
2. Active STC certification number;
3. CONTRACTOR’S ability to meet specific curriculum requests
for specific topics;
4. References and STC evaluation forms from other
agencies/departments; and
5. Course audits at other agencies/departments
3. TERM
The term of this Agreement shall be for an initial term of three (3) years,
commencing upon execution, through and including May 31, 2020. This Agreement may be
extended for two (2) additional consecutive twelve (12) month periods upon written approval
as follows: COUNTY’s Chief Probation Officer or his/her designee, no less than 90 days prior
to the expiration of the three-year term or of the first one-year extension, if applicable, shall
notify, in writing, each and every CONTRACTOR then signatory to this Agreement by mail as
specified in Section 16, of the COUNTY’S intention, at its sole discretion, to extend the
Agreement for such one-year period. COUNTY is not required to, but may, also notify the
CONTRACTOR by personal delivery or email, as set forth in Section 16. Each
CONTRACTOR shall respond to the COUNTY in writing, within thirty (30) business days,
regarding whether or not the CONTRACTOR agrees to the one-year extension. Each
CONTRACTOR agreeing to be subject to the one-year extension shall execute any
document(s) the COUNTY, in its discretion, deems necessary for the COUNTY to extend this
Agreement, in a timely manner. Each CONTRACTOR that is a party to this Agreement, by
signing the signature page, expressly agrees that in the event any CONTRACTOR does not
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wish to be subject to the extension, or does not timely respond, for whatever reason, to notice,
or to a request for execution of documents, that COUNTY is and shall be free to extend this
Agreement only as to those CONTRACTORS that agree to such extension in a timely manner,
including being responsive to COUNTY’S notice of extension, and any request to execute
document(s), and that COUNTY need not require the consent for either such contract
extension by non-responsive CONTRACTORS then-signatory to this Agreement. In the event
any CONTRACTOR then-signatory to this Agreement is non-responsive or fails to timely
execute the document(s) required for COUNTY to process the extension, the COUNTY shall
terminate the services of such CONTRACTOR (and as a result any individual employed
thereby) obtained through this Agreement. COUNTY shall decide in its sole discretion
whether any response (including no response) is responsive, non-responsive, timely, or
untimely. So that there is no uncertainty as to which CONTRACTORS are subject to an
extension of this Agreement, the Chief Probation Officer or his/her designee shall not add any
additional CONTRACTORS to this Agreement, as set forth in Section 14, between 100 days
prior to the end of the initial term of this Agreement, or prior to the end of the first one-year
extension, and for a period of time thereafter, until after the effective date of either extension.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, 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 the CONTRACTOR thirty (30) days advance
written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate
this Agreement in whole or in part, where in the determination of the 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 the
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COUNTY;
4. Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of
any breach of this Agreement or any default which may exist on the part of the CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to the COUNTY with
respect to the breach or default. The COUNTY shall have the right to demand of the
CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
under this Agreement, which in the judgment of the COUNTY were not expended in
accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund any
such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written
notice of an intention to terminate to CONTRACTOR.
5. COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation for training services actually provided by such CONTRACTOR.
Under no circumstances shall payments made by the COUNTY to all
CONTRACTORS collectively under this Agreement exceed $115,000 annually. The maximum
amount payable by the COUNTY to all CONTRACTORS collectively under this Agreement for
the potential five (5) year contract term is $575,000. It is understood that all expenses
incidental to a CONTRACTOR'S performance of services under this Agreement shall be borne
by such CONTRACTOR.
CONTRACTORS shall submit invoices for training costs, which shall not exceed
the maximum cost set by STC per trainee per day for training courses provided to the
Probation Department. Each invoice shall reference this Agreement number, be addressed to
the County of Fresno Probation Department, and either mailed to the Business Office, 3333 E.
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American Avenue, Suite B, Fresno, CA 93725, or electronically sent to:
ProbationInvoices@co.fresno.ca.us.
COUNTY shall pay CONTRACTOR within forty-five (45) days after receipt and
verification of CONTRACTOR’S invoices by COUNTY’S Probation Department.
6. INDEPENDENT CONTRACTORS
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 the 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 the 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 the subject thereof.
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 the COUNTY or
to this Agreement.
7. MODIFICATION
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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.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract 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 the COUNTY, its officers, agents, and employees from any and all costs and
expenses, 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, 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.
10. INSURANCE
Without limiting the 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 following insurance policies or a program of self-insurance throughout the
term of the 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 coverages including completed operations, products liability, contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
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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). 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.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.
CONTRACTOR 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 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 and executes
this Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as
stated above for all of the foregoing policies, as required herein, to the County of Fresno,
Probation Administration Division Director, Greg Reinke, 3333 E. American Ave, Suite B,
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Fresno, CA 93725, stating that such insurance coverage 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, 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 issued by admitted insurers licensed to do business in the
State of California, and such insurance shall be purchased 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 to confidentiality.
12. NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because
of race, religion, color, national origin, ancestry, physical disability, medical condition, marital
status, age or gender, pursuant to all applicable State of California and Federal statutes and
regulations.
13. SEPARATE AGREEMENT
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It is mutually understood by the parties that this Agreement does not, in any way,
create a joint venture among the individual CONTRACTORS. By execution of the Agreement,
CONTRACTORS understand that a separate Agreement is formed between each individual
CONTRACTOR and COUNTY. Each CONTRACTOR further understands that COUNTY
utilizes services of other CONTRACTORS and that no single CONTRACTOR is guaranteed
any specific amount of compensation during the potential 5 year term of this Agreement.
14. ADDITION OF CONTRACTORS
COUNTY’S Chief Probation Officer or designee is hereby authorized to amend
this Agreement on behalf of the COUNTY, at any time during the term of this Agreement,
solely for the purpose of adding new contractors to those identified in Exhibit A.
CONTRACTOR(S) shall provide the STC certification number(s) for training courses that
CONTRACTOR(S) offer prior to being added to this Agreement. It is understood that any such
additions may be made by COUNTY’S Chief Probation Officer or designee without notice to or
approval of, other CONTRACTORS under this Agreement.
15. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as the
COUNTY may deem necessary, make available to the COUNTY for examination all of its
records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the Auditor General for a period of three (3)
years after final payment under contract (Government Code Section 8546.7).
16. NOTICES
The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
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COUNTY CONTRACTORS
Chief Probation Officer Fresno Co. Probation Department SEE EXHIBIT A
3333 E. American Ave, Suite B Fresno, CA 93725
Any and all notices between the COUNTY and the 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 services, when
deposited in the United States Mail, postage prepaid, addressed to such party, or by electronic
mail sent to CONTRACTOR at CONTRACTOR’S email address identified by the email address
on Exhibit A.
17. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a
corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the
CONTRACTOR changes its status to operate as a corporation.
Members of the 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 the 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 and signing a Self-Dealing Transaction
Disclosure Form, attached hereto as Exhibit B and incorporated herein by reference, and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
18. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only 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 constitutes the entire agreement between the 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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CONTRACTOR:
DPrep, Inc.
705 East Bidwell Street, Suite 2-357
Folsom, CA 95630
_______________________________
Elmo Banning, President/CEO
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CONTRACTOR:
JM Consulting
5137 North Del Mar Avenue
Fresno, CA 93704
_______________________________
Mary A. Morse
Exhibit A
Contractors for Training Services Master Agreement
Business Name Contact Person & Title Phone Number Mailing Address E-mail Address
Autism Cop Brian Herritt, Owner (951) 553-4878 1206 Marble Court
Hemet, CA 92543
autismcop@yahoo.com
Cristando House, Inc. Joseph Cristando, President (650) 394-8578 2402 Read Avenue
Belmont, CA 94002
jcristando@cristandohouse.com
DPrep, Inc. Elmo Banning, President/CEO (916) 628-6770 705 E. Bidwell St., Ste 2-357
Folsom, CA 95630
elmobanning@dprep.com
Embassy Consulting
Services, LLC
Josef Levy, President (562) 577-5874 11278 Los Alamitos Blvd. #232
Los Alamitos, CA 90720
joe@embassycs.com
JM Consulting Mary A. Morse, Training
Coordinator
(559) 706-4081 5137 N. Del Mar Ave.
Fresno, CA 93704
maryamorse@gmail.com
Exhibit B
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 B
(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: