HomeMy WebLinkAboutAgreement A-17-450 with FCSS.pdfAgreement No. 17-450
AGREEMENT 1
2
3 THIS AGREEMENT is made and entered into this 12th day of September, 2017, by
4 and between the COUNTY OF FRESNO , a Political Subdivision of the State of California ,
5 hereinafter referred to as "COUNTY'', and FRESNO COUNTY SUPERINTENDENT OF
6 SCHOOLS , a Political Subdivision of the State of California, whose address is 1111 Van Ness
7 Avenue, Fresno, California 93721 , hereinafter referred to as "FCSS".
8 W I T N E S S E T H:
9 WHEREAS , FCSS has established an Adult Education Program within the Jail
10 Facilities of the Fresno County Sheriff-Coroner's Office ("SHERIFF");
11 WHEREAS, SHERIFF is mandated by California Code of Regulations , Title 15 ,
12 Minimum Standards for Local Detention Facilities, Article 6, Section 1061 to develop and
13 implement an education program with available resources , and the SHERIFF has determined that
14 these programs should be provided by FCSS;
15 WHEREAS, section 1900 of the California Education code provides that classes or
16 schools for inmates in any County Jail may be established and maintained by the County
17 Superintendent of Schools with the approval of the County Board of Education and the Board of
18 Supervisors;
19 WHEREAS , the County Board of Education has approved the County
20 Superintendent providing these classes to inmates in the Fresno County Detention Facilities , and
21 FCSS is qualified and willing to provide an educational program for inmates at the Fresno County
22 Detention Facilities .
23 NOW, THEREFORE, in consideration of the mutual covenants , terms and condit ions
24 herein contained, the part ies hereto agree as follows :
25 1. OBLIGATIONS OF FCSS
26 A. Services. FCSS shall, in a skilled and professional manner , provide the
27 following services and supplies :
28 1) FCSS shall provide a certificated teacher to provide educational
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1 programs to adults residing in the Fresno County Jail to bring about improvement in the areas of: 2 reading, writing, vocabulary, math skills, and provide career awareness/training, as well as 3 reduced recidivism rates and stress within the Detention Facilities. The class size shall not 4 exceed 35 students and maintain an Average Daily Attendance (ADA) of 15. Educational 5 Programs shall consist of General Education Development (GED), English as a Second Language 6 (ESL), Adult Basic Education (ABE), Career Education, Personal/Life Skills Training, Special 7 Education, and other subject matter as agreed upon by both parties. 8 2) FCSS shall provide materials for Individual Study by inmates to the 9 Detention Facility Offender Programs Unit for distribution to those inmates who are unable to 10 attend organized classroom programming. 11 3) FCSS shall maintain enrollment forms, pupil records, and other 12 specialized education management materials; keep accurate and complete records of enrollment, 13 attendance and individual inmate progress. 14 4) FCSS shall provide reasonable and necessary assistance to the 15 SHERIFF in carrying out and responding to basic research, surveys, and evaluations which are 16 necessary to assess the educational needs and requirements of inmates. 17 B. Payment of ADA Revenue. FCSS shall apply for State jail education 18 reimbursement in the manner required by the California Department of Education, and will use 19 said funds to provide materials, technology, and staff necessary to provide the Inmate Education 20 Program pursuant to this Agreement. FCSS shall provide the SHERIFF with a yearly accounting 21 of State jail education funds. 22 1) Inadequate Enrollment and/or Attendance. The success of the 23 Inmate Education Program will be dependent ·upon adequate enrollment and student attendance. 24 Low enrollment and/or attendance will result in a fiscal deficit and therefore, jeopardize the 25 Program. The Fresno County Adult Schools does not have excess resources and therefore 26 cannot sustain the Program if an operating deficit exists after the compensation by the Sheriff-27 Coroner's Office described in item 5 below. If this occurs, classes will be reduced so that a deficit 28 is not incurred. -2-.
1 2. OBLIGATIONS OF THE COUNTY 2 A. The SHERIFF shall, in a skilled and professional manner, provide the 3 following services and supplies: 4 1) SHERIFF shall provide classroom space to be used for a Fresno 5 County Adult School to serve a maximum of 15-35 adults. SHERIFF shall provide security, and 6 policy and procedure training for FCSS personnel assigned to the Detention Facilities to the extent 7 determined necessary by the SHERIFF. 8 2) SHERIFF shall provide Program support in getting students to attend 9 class. 10 3) SHERIFF shall provide necessary utilities and custodial services. 11 4) SHERIFF shall provide response/support for crisis situations within 12 the Detention Facilities. 13 5) SHERIFF shall work cooperatively with the Fresno County 14 Superintendent of Schools and the Adult School administration to ensure quality educational 15 programming. 16 3. TERM 17 The term of this Agreement shall be for a period of three (3) years, 18 commencing on October 1, 2016 through and including September 30, 2019. This Agreement 19 may be extended for two (2) additional consecutive twelve (12) month periods upon written 20 approval of both parties no later than thirty (30) _days prior to the first day of the next twelve (12) 21 month extension period. The Sheriff-Coroner or his or her designee is authorized to execute such 22 written approval on behalf of COUNTY based on FCSS'S satisfactory performance. 23 4. TERMINATION 24 A. Non-Allocation of Funds -The terms of this Agreement, and the services to 25 be provided hereunder, are contingent on the approval of funds by the appropriating government 26 agency. Should sufficient funds not be allocated, the services provided may be modified, or this 27 Agreement terminated, at any time by giving the CONTRACTOR FCSS thirty (30) days advance 28 written notice. -3-
1 B. Breach of Contract -FCSS may immediately suspend or terminate this 2 Agreement in whole or in part, where in the determination of FCSS there is a failure to comply with 3 any term of this Agreement. 4 C. The COUNTY may immediately suspend or terminate this Agreement in 5 whole or in part, where in the determination of the COUNTY there is: 6 1) An illegal or improper use of funds; 7 2) A failure to comply with any term of this Agreement; 8 3) A substantially incorrect or incomplete report submitted to the 9 COUNTY; 10 4) Improperly performed service. 11 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY 12 of any breach of this Agreement or any default which may then exist on the part of FCSS. Neither 13 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the 14 breach or default. The COUNTY shall have the rightto demand of FCSS the repayment to the 15 COUNTY of any funds disbursed to FCSS by the COUNTY under this Agreement, which in the 16 judgment of the COUNTY were not expended in accordance with the terms of this Agreement. 17 FCSS shall promptly refund any such funds upon demand. 18 D. Without Cause -Under circumstances other than those set forth above, 19 this Agreement may be terminated by COUNTY or FCSS upon the giving of thirty (30) days 20 advance written notice of an intention to terminate to the other party. 21 5.COMPENSATION/INVOICING: COUNTY shall reimburse FCSS, in arrears, for the 22 actual costs incurred by FCSS in providing the services set forth in this Agreement, less the 23 amount of money received by FCSS from the California Department of Education for state jail 24 education reimbursement. In no event shall COUNTY compensate FCSS in excess of the 25 following amounts for services rendered during each 12 month period: 26 2016/2017 -$98,140 27 2017/2018 -$109,917 28 2018/2019 -$118,710 -4-
1 2019/2020 -$128,207 2 2020/2021 -$138,463 3 In no event shall services performed under this Agreement be in excess of Five 4 Hundred Ninety Three Thousand Four Hundred and Thirty-Seven Dollars 5 ($593,437) during the five year terms of this Agreement. It is understood that all 6 expenses incidental to FCSS's performance of services under this Agreement shall 7 be borne by CONTRACTOR. 8 CONTRACTOR shall submit a yearly invoice detailing the actual hours of 9 Educational Service provided to jail inmates pursuant to this Agreement, the actual 10 costs incurred in providing such services, the monies FCSS received from the 11 California Department of Education for provision of these services and the 12 remainder amount due. Invoices shall be sent to: County of Fresno Sheriff-13 Coroner's Business Office, PO Box 1788, Fresno, CA 93717, Attention: IWF Billing. 14 in triplicate. COUNTY shall make payment on an invoice within forty-five (45) days 15 after detailed invoice is submitted and approved by COUNTY. 16 6.INDEPENDENT CONTRACTOR: In performance of the work, duties and 17 obligations assumed by FCSS under this Agreement, it is mutually understood and agreed that 18 FCSS, including any and all of the FCSS's officers, agents, and employees will at all times be 19 acting and performing as an independent contractor, and shall act in an independent capacity and 20 not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. 21 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method 22 by which FCSS shall perform its work and function. 'However, COUNTY shall retain the right to 23 administer this Agreement so as to verify that FCSS is performing its obligations in accordance 24 with the terms and conditions thereof. 25 FCSS and COUNTY shall comply with all applicable provisions of law and the 26 rules and regulations, if any, of governmental authorities having jurisdiction over matters the 27 subject thereof. 28 Because of its status as an independent contractor, FCSS shall have -5-
1 absolutely no right to employment rights and benefits available to COUNTY employees. FCSS 2 shall be solely liable and responsible tor· providing to, or on behalf of, its employees all 3 legally-required employee benefits. In addition, FCSS shall be solely responsible and save 4 COUNTY harmless from all matters relating to payment of FCSS's employees, including 5 compliance with Social Security withholding and all other regulations governing such matters. It is 6 acknowledged that during the term of this Agreement, FCSS may be providing services to others 7 unrelated to the COUNTY or to this Agreement. 8 ?.MODIFICATION: Any matters of this Agreement may be modified from time to time 9 by the written consent of all the parties without, in any way, affecting the remainder. 10 8.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this 11 Agreement nor their rights or duties under this Agreement without the prior written consent of the 12 other party. 13 9.MUTUAL HOLD HARMLESS: f:CSS agrees to indemnify, save, hold harmless, and 14 at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all 15 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in 16 connection with the performance, or failure to perform, by FCSS, its officers, agents, or employees 17 under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and 18 losses occurring or resulting to any person, firm, or corporation who may be injured or damaged 19 by the performance, or failure to perform, of FCSS, its officers, agents, or employees under this 20 Agreement. 21 The COUNTY shall defend, hold harmless, and indemnify the FCSS, its board, officers, 22 administrators, agents, employees, and consultants of and from any and all liabilities, claims, 23 demands, costs, losses, damages, or expenses, including reasonable attorneys' fees and court 24 costs, including but not limited to consequential damages, loss of use, extra expense, costs of 25 facilities, death, sickness, or injury to any pers·on, or damage to any property from any cause 26 whatsoever arising from or connected with the provision of service hereunder, that arise out of or 27 result from, in whole or in part, the negligent, wrongful, or willful acts of omissions of the COUNTY, 28 its agents, employees, subcontractors, consultants, or representatives. -6-
1 10. INSURANCE 2 Without limiting the COUNTY's right to obtain indemnification from FCSS or 3 any third parties, FCSS, at its sole expense, shall maintain in full force and effect, the following 4 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling 5 arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: 6 A. Commercial General Liability 7 Commercial General Liability Insurance with limits of not less than One 8 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars 9 ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require 10 specific coverages including completed operations, products liability, contractual liability, 11 Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed 12 necessary because of the nature of this contract. 13 B. Automobile Liability 14 Comprehensive Automobile Liability Insurance with limits for bodily injury of 15 not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred 16 Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty 17 Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred 18 Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used 19 in connection with this Agreement. 20 C. Professional Liability 21 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., 22 L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less 23 than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) 24 annual aggregate. 25 D. Worker's Compensation 26 A policy of Worker's Compensation insurance as may be required by the 27 California Labor Code. 28 FCSS shall obtain endorsen,ents to the Commercial General Liability -7-
1 insurance naming the County of Fresno, its officers, agents, and employees, individually and 2 collectively, as additional insured, but only insofar as the operations under this Agreement are 3 concerned. Such coverage for additional insured shall apply as primary insurance and any other 4 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be 5 excess only and not contributing with insurance provided under FCSS's policies herein. This 6 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written 7 notice given to COUNTY. 8 Within Thirty (30) days frorr, the date FCSS signs and executes this 9 Agreement, FCSS shall provide certificates of insurance and endorsement as stated above for all 10 of the foregoing policies, as required herein, to the County of Fresno, Captain S. Mccomas, 2200 11 Fresno Street, Fresno, CA 93721, stating that such insurance coverage have been obtained and 12 are in full force; that the County of Fresno, its officers, agents and employees will not be 13 responsible for any premiums on the policies; that such Commercial General Liability insurance 14 names the County of Fresno, its officers, agents and employees, individually and collectively, as 15 additional insured, but only insofar as the operations under this Agreement are concerned; that 16 such coverage for additional insured shall apply as primary insurance and any other insurance, or 17 self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only 18 and not contributing with insurance provided under FCSS's policies herein; and that this insurance 19 shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice 20 given to COUNTY. 21 In the event FCSS fails to keep in effect at all times insurance coverage as 22 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or 23 terminate this Agreement upon the occurrence of such event. 24 All policies shall be issued by admitted insurers licensed to do business in the 25 State of California, and such insurance shall be purchased from companies possessing a current 26 AM. Best, Inc. rating of A FSC VII or better. 27 11.AUDITS AND INSPECTIONS: FCSS shall at any time during business hours, and 28 as often as the COUNTY may deem necessary, make available to the COUNTY for examination -8-
1 all of its records and data with respect to the matters covered by this Agreement. FCSS shall, 2 upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and 3 data necessary to ensure FCSS's compliance with the terms of this Agreement. 4 If this Agreement exceeds ten thousand dollars ($10,000.00), FCSS shall be 5 subject to the examination and audit of the Auditor General for a period of three (3) years after 6 final payment under contract (Government Code Section 8546.7). 7 12.NOTICES: The persons and their addresses having authority to give and receive 8 notices under this Agreement include the following: 9 10 11 COUNTY COUNTY OF FRESNO Maroaret Mims. Sheriff-Coroner 2200 Fresno Street Fresno, CA 93721 FCSS Jim A. Yovino. Suoerintendent Fresno County Office of Education 1111 Van Ness Avenue Fresno, CA 93721 12 All notices between the COUNTY and FCSS provided for or permitted under 13 this Agreement must be in writing and delivered either by personal service, by first-class United 14 States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. 15 A notice delivered by personal service is effective upon service to the recipient. A notice delivered 16 by first-class United States mail is effective three COUNTY business days after deposit in the 17 United States mail, postage prepaid, addressed to the recipient. A notice delivered by an 18 overnight commercial courier service is effective one COUNTY business day after deposit with the 19 overnight commercial courier service, delivery fees prepaid, with delivery instructions given for 20 next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is 21 effective when transmission to the recipient is completed (but, if such transmission is completed 22 outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 23 next beginning of a COUNTY business day), provided that the sender maintains a machine record 24 of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 25 this section establishes, waives, or modifies any claims presentation requirements or procedures 26 provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of 27 the Government Code, beginning with section 810). 28 13.GOVERNING LAW: Venue for any action arising out of or related to this Agreement -9-
1 shall only be in Fresno County, California. 2 The rights and obligations of the parties and all interpretation and performance 3 of this Agreement shall be governed in all respects by the laws of the State of California. 4 14.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between 5 the FCSS and COUNTY with respect to the subject matter hereof and supersedes all previous 6 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and 7 understanding of any nature whatsoever unless expressly included in this Agreement. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -10-
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first hereinabove written.
FCSS
rlzed Signature}
Jim A. Yovino Su rintendent
Print Name & Title
1111 V~ NESS AVENUE
FRESNO , CA 93721
Mailing Address
DATE:
FOR ACCO.UN'If'ING USE GNL Y:
ORG No .: 31114008
Account No .: 7295
Requisition No.: 3111808005
Brian Pacheco, Chairman, Board of Supervisors
ATTEST:
BERNICE E . SEIDEL , Clerk
Board of Supervisors
By ~ :&,sh o-p
Deputy
DATE:
RE~WED ~COMMENDED FOR APPROVAL
c;,;.~
Marg\ifef Mlms, Sheriff-Coroner
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