HomeMy WebLinkAboutP-24-111 CCLS HDAP Clients.pdf Contract P-24-111
1 SERVICE AGREEMENT
2 This Service Agreement"Agreement" is dated March 05, 2024 and is between Central
3 California Legal Services (CCLS), a private, not-far-profit, public interest law firm whose address is 2115
4 Kern Street Suite 200, Fresno, CA 93721, hereinafter referred to as "CONTRACTOR," and the County of
5 Fresno, a political subdivision of the State of California hereinafter referred to as "County".
6 Recitals
7 A. The Housing and Disability Advocacy Program (HDAP)was established on June 27, 2016, from
8 Assembly Bill 1603 (Chapter 25, Statutes of 2016). COUNTY through its Department of Social Services
9 (DSS) has received an allocation of funding from the California Department of Social Services (CDSS)to
10 implement and administer the HDAP, and,
11 B. COUNTY continues to have a significant population of homeless and disabled individuals who
12 are in need of disability advocacy; and
13 C. CONTRACTOR is willing and able to provide disability advocacy to the said population.
14 The parties therefore agree as follows:
15 Article 1
16 Contractor's Services
17 1.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit A to
18 this Agreement, titled "Summary of Services", attached hereto and by this reference incorporated herein.
19 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and able to
20 perform all of the services provided in this Agreement.
21 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all applicable
22 federal, state, and local laws and regulations in the performance of its obligations under this Agreement,
23 including but not limited to workers compensation, labor, and confidentiality laws and regulations.
24 Article 2
25 Compensation, Invoices, and Payments
26 2.1 The County agrees to pay, and the Contractor agrees to receive, compensation for the
27 performance of its services under this Agreement as described in Exhibit B to this Agreement, titled
28 "Compensation", attached hereto and by this reference incorporated herein.
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Contract P-24-111
1 2.2 Maximum Compensation. The maximum compensation payable to the Contractor under
2 this Agreement is one hundred eighty-six thousand six hundred seventy and No/100 dollars($186,670) for
3 the period of January 1, 2024 through June 30, 2024. The Contractor acknowledges that the County is a
4 local government entity, and does so with notice that the County's powers are limited by the California
5 Constitution and by State law, and with notice that the Contractor may receive compensation under this
6 Agreement only for services performed according to the terms of this Agreement and while this Agreement
7 is in effect, and subject to the maximum amount payable under this section. The Contractor further
8 acknowledges that County employees have no authority to pay the Contractor except as expressly
9 provided in this Agreement.
10 2.3 Invoices. The CONTRACTOR shall invoice COUNTY's DSS in arrears by the tenth (10th)
11 of each month for expenditures incurred and services rendered in the previous month to:
12 DSSlnvoices@fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears for actual services
13 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of
14 CONTRACTOR's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice,
15 reflecting services supported by the invoiced expenditures and be in a form and in such detail as
16 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by CONTRACTOR within
17 sixty (60) days following the final month of services. At the discretion of COUNTY's DSS Director or his/her
18 designee, COUNTY's DSS may deny payment of any invoice received more than sixty (60)days following
19 the final month of services.
20 2.4 Payment. The County shall pay each correctly completed and timely submitted invoice
21 within 45 days after receipt. The County shall remit any payment to the Contractor's address specified in
22 the invoice.
23 2.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and expenses
24 that are not specified as payable by the County under this Agreement.
25 Article 3
26 Term of Agreement
27 3.1 Term. This Agreement is retroactively effective to January 1, 2024 and terminates on June
28 30, 2024, except as provided in section 3.2, "Extension," or Article 5, "Termination and Suspension," below.
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1 3.2 Extension. The term of this Agreement will not be extended and is expected to be
2 succeeded by a new contract with the Board of Supervisors for the County of Fresno.
3 Article 4
4 Notices
5 4.1 Contact Information. The persons and their addresses having authority to give and receive
6 notices provided for or permitted under this Agreement include the following:
7
8 For the County:
9 Director of Social Services
10 County of Fresno
11 205 W Pontiac Way
Clovis, CA 93612
12
13
For the Contractor:
14
Executive Director
15 Central California Legal Services
16 2115 Kern Street, Suite 200
17 Fresno, CA 93721
18
19 4.2 Change of Contact Information. Either party may change the information in section by
20 giving notice as provided in section 4.3.
21 4.3 Method of Delivery. Each notice between the County and the Contractor provided for or
22 permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement,
23 and be delivered either by personal service, by first-class United States mail, by an overnight commercial
24 courier service.
25 (A) A notice delivered by personal service is effective upon service to the recipient.
26 (B) A notice delivered by first-class United States mail is effective three County business
27 days after deposit in the United States mail, postage prepaid, addressed to the recipient.
28 (C) A notice delivered by an overnight commercial courier service is effective one
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1 County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with
2 delivery instructions given for next day delivery, addressed to the recipient.
3 4.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in
4 this Agreement establishes, waives, or modifies any claims presentation requirements or procedures
5 provided by law, including the Government Claims Act(Division 3.6 of Title 1 of the Government Code,
6 beginning with section 810).
7 Article 5
8 Termination and Suspension
9 5.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on
10 the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the
11 County, upon at least 30 days' advance written notice to the Contractor, may:
12 (A) Modify the services provided by the Contractor under this Agreement; or
13 (B) Terminate this Agreement.
14 5.2 Termination for Breach.
15 (A) Upon determining that a breach (as defined in paragraph (D) below) has occurred,
16 the County may give written notice of the breach to the Contractor.
17 (B) The written notice may suspend performance under this Agreement, and must
18 provide at least thirty (30) days for the Contractor to cure the breach.
19 (C) If the Contractor fails to cure the breach to the County's satisfaction within the time
20 stated in the written notice, the County may terminate this Agreement immediately.
21 (D) For purposes of this section, a breach occurs when, in the determination of the
22 County, the Contractor has:
23 (1) Obtained or used funds illegally or improperly;
24 (2) Failed to comply with any part of this Agreement;
25 (3) Submitted a substantially incorrect or incomplete report to the County; or
26 (4) Improperly performed any of its obligations under this Agreement.
27 5.3 Termination without Cause. In circumstances other than those set forth above, the County
28 may terminate this Agreement by giving at least 30 days advance written notice to the Contractor.
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1 5.4 No Penalty or Further Obligation. Any termination of this Agreement by the County under
2 this Article 6 is without penalty to or further obligation of the County.
3 5.5 County's Rights upon Termination. Upon termination for breach under this Article 5, the
4 County may demand repayment by the Contractor of any monies disbursed to the Contractor under this
5 Agreement that, in the County's sole judgment, were not expended in compliance with this Agreement. The
6 Contractor shall promptly refund all such monies upon demand. This section survives the termination of this
7 Agreement.
8 Article 6
9 Independent Contractor
10 6.1 Status. In performing under this Agreement, the Contractor, including its officers, agents,
11 employees, and volunteers, is at all times acting and performing as an independent contractor, in an
12 independent capacity, and not as an officer, agent, servant, employee, joint venturer, partner, or associate
13 of the County.
14 6.2 Verifying Performance. The County has no right to control, supervise, or direct the manner
15 or method of the Contractor's performance under this Agreement, but the County may verify that the
16 Contractor is performing according to the terms of this Agreement.
17 6.3 Benefits. Because of its status as an independent contractor, the Contractor has no right to
18 employment rights or benefits available to County employees. The Contractor is solely responsible for
19 providing to its own employees all employee benefits required by law. The Contractor shall save the County
20 harmless from all matters relating to the payment of Contractor's employees, including compliance with
21 Social Security withholding and all related regulations.
22 6.4 Services to Others. The parties acknowledge that, during the term of this Agreement, the
23 Contractor may provide services to others unrelated to the County.
24 Article 7
25 Indemnity and Defense
26 7.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the County
27 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages,
28 costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the
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Contract P-24-111
1 County, the Contractor, or any third party that arise from or relate to the performance or failure to perform
2 by the Contractor(or any of its officers, agents, subcontractors, or employees) under this Agreement. The
3 County may conduct or participate in its own defense without affecting the Contractor's obligation to
4 indemnify and hold harmless or defend the County.
5 7.2 Survival, This Article 7 survives the termination of this Agreement.
6 Article 8
7 Insurance
8 8.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
9 Agreement, attached here to and by this reference incorporated herein by this reference.
10 Article 9
11 Inspections, Audits, and Public Records
12 9.1 Inspection of Documents. The Contractor shall make available to the County, and the
13 County may examine at any time during business hours and as often as the County deems necessary, all
14 of the Contractor's records and data with respect to the matters covered by this Agreement, excluding
15 attorney-client privileged communications. The Contractor shall, upon request by the County, permit the
16 County to audit and inspect all of such records and data to ensure the Contractor's compliance with the
17 terms of this Agreement.
18 9.2 State Audit Requirements. If the compensation to be paid by the County under this
19 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the California State
20 Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment
21 under this Agreement. This section survives the termination of this Agreement.
22 9.3 Public Records. The County is not limited in any manner with respect to its public
23 disclosure of this Agreement or any record or data that the Contractor may provide to the County. The
24 County's public disclosure of this Agreement or any record or data that the Contractor may provide to the
25 County may include but is not limited to the following:
26 (A) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose this Agreement to the public or such governmental agency.
28 (B) The County may voluntarily, or upon request by any member of the public or
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1 governmental agency, disclose to the public or such governmental agency any record or data that the
2 Contractor may provide to the County, unless such disclosure is prohibited by court order.
3 (C) This Agreement, and any record or data that the Contractor may provide to the
4 County, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5,
5 Division 2, Part 1, Chapter 9, beginning with section 54950).
6 (D) This Agreement, and any record or data that the Contractor may provide to the
7 County, is subject to public disclosure as a public record under the California Public Records Act (California
8 Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) (CPRA).
9 (E) This Agreement, and any record or data that the Contractor may provide to the
10 County, is subject to public disclosure as information concerning the conduct of the people's business of
11 the State of California under California Constitution, Article 1, section 3, subdivision (b).
12 (F) Any marking of confidentiality or restricted access upon or otherwise made with
13 respect to any record or data that the Contractor may provide to the County shall be disregarded and have
14 no effect on the County's right or duty to disclose to the public or governmental agency any such record or
15 data.
16 9.4 Public Records Act Requests. If the County receives a written or oral request under the
17 CPRA to publicly disclose any record that is in the Contractor's possession or control, and which the
18 County has a right, under any provision of this Agreement or applicable law, to possess or control, then the
19 County may demand, in writing, that the Contractor deliver to the County, for purposes of public disclosure,
20 the requested records that may be in the possession or control of the Contractor. Within five business days
21 after the County's demand, the Contractor shall (a) deliver to the County all of the requested records that
22 are in the Contractor's possession or control, together with a written statement that the Contractor, after
23 conducting a diligent search, has produced all requested records that are in the Contractor's possession or
24 control, or(b) provide to the County a written statement that the Contractor, after conducting a diligent
25 search, does not possess or control any of the requested records. The Contractor shall cooperate with the
26 County with respect to any County demand for such records. If the Contractor wishes to assert that any
27 specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver
28 the record or data to the County and assert the exemption by citation to specific legal authority within the
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Contract P-24-111
1 written statement that it provides to the County under this section. The Contractor's assertion of any
2 exemption from disclosure is not binding on the County, but the County will give at least 10 days' advance
3 written notice to the Contractor before disclosing any record subject to the Contractor's assertion of
4 exemption from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
5 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to
6 produce any such records, or failure to cooperate with the County with respect to any County demand for
7 any such records.
8 Article 10
9 Disclosure of Self-Dealing Transactions
10 10.1 Applicability. This Article 10 applies if the Contractor is operating as a corporation, or
11 changes its status to operate as a corporation.
12 10.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a self-
13 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-Dealing
14 Transaction Disclosure Form" (Exhibit D to this Agreement) attached hereto and by this reference
15 incorporated herein and submitting it to the County before commencing the transaction or immediately
16 after.
17 10.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is a party
18 and in which one or more of its directors, as an individual, has a material financial interest.
19 Article 11
20 General Terms
21 11.1 Modification. Except as provided in Article 5, "Termination and Suspension,"this
22 Agreement may not be modified, and no waiver is effective, except by written agreement signed by both
23 parties. The Contractor acknowledges that County employees have no authority to modify this Agreement
24 except as expressly provided in this Agreement.
25 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under this
26 Agreement without the prior written consent of the other party.
27 11.3 Governing Law. The laws of the State of California govern all matters arising from or
28 related to this Agreement.
Agreement A-8
Contract P-24-111
1 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County,
2 California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement,
3 and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno
4 County.
5 11.5 Construction. The final form of this Agreement is the result of the parties' combined efforts.
6 If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity
7 shall not be resolved by construing the terms of this Agreement against either party.
8 11.6 Days. Unless otherwise specified, "days" means calendar days.
9 11.7 Headings. The headings and section titles in this Agreement are for convenience only and
10 are not part of this Agreement.
11 11.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be
12 unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall
13 make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and
14 enforceable terms intended to accomplish the parties' original intent.
15 11.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall not
16 unlawfully discriminate against any employee or applicant for employment, or recipient of services, because
17 of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
18 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
19 orientation, military status or veteran status pursuant to all applicable State of California and federal statutes
20 and regulation.
21 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of the
22 Contractor under this Agreement on any one or more occasions is not a waiver of performance of any
23 continuing or other obligation of the Contractor and does not prohibit enforcement by the County of any
24 obligation on any other occasion.
25 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between
26 the Contractor and the County with respect to the subject matter of this Agreement, and it supersedes all
27 previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings
28 of any nature unless those things are expressly included in this Agreement. If there is any inconsistency
Agreement A-9
Contract P-24-111
1 between the terms of this Agreement without its exhibits and the terms of the exhibits, then the
2 inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits,
3 and then to the terms of the exhibits.
4 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any
5 rights or obligations for any person or entity except for the parties.
6 11.13 Authorized Signature. The Contractor represents and warrants to the County that:
7 (A) The Contractor is duly authorized and empowered to sign and perform its obligations
8 under this Agreement.
9 (B) The individual signing this Agreement on behalf of the Contractor is duly authorized
10 to do so and his or her signature on this Agreement legally binds the Contractor to the terms of this
11 Agreement.
12 11.14 Electronic Signatures. The parties agree that this Agreement may be executed by
13 electronic signature as provided in this section.
14 (A) An "electronic signature" means any symbol or process intended by an individual
15 signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a
16 faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for
17 example by PDF document) version of an original handwritten signature.
18 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
19 equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes,
20 including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the
21 same force and effect as the valid original handwritten signature of that person.
22 (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5,
23 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning
24 with section 1633.1).
25 (D) Each party using a digital signature represents that it has undertaken and satisfied
26 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and
27 agrees that each other party may rely upon that representation.
28 (E) This Agreement is not conditioned upon the parties conducting the transactions
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Contract P-24-111
1 under it by electronic means and either party may sign this Agreement with an original handwritten
2 signature.
3 11.15 Counterparts. This Agreement may be signed in counterparts, each of which is an original,
4 and all of which together constitute this Agreement.
5 [SIGNATURE PAGE FOLLOWS]
6 Ill
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Agreement A-11
Contract P-24-111
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
3 SUBRECIPIENT: COUNTY OF FRESNO:
4 Central California Legal Services COUNTY OF FRESNO
5
7 3/s/ZOZ`7�
8 Michelle Kezirian Manuel Villanova
9 Executive Director Deputy Director
10
11 2115 Kern Street, Suite 200
12 Fresno, CA 93721
13
14
15
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17
18
19
20 For accounting use only:
Org No.: 56107001
21 Account No.: 7870
22 Fund No.: 0001
Subclass No.: 10000
23
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26 SB:JF
27
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Agreement A-12
Contract P-24-111
Exhibit A
SUMMARY OF SERVICES
ORGANIZATION: Central California Legal Services (CCLS)
ADDRESS: 2115 Kern Street., Suite 200 Fresno Ca. 93721
TELEPHONE: (559) 570-1224
CONTACT: Paul Carter Mullen, Chief Program Officer
EMAIL: pmullen@centraicallegal.org
CONTRACT: Housing and Disability Advocacy Program
1. OVERVIEW OF SERVICES
The Housing and Disability Advocacy Program (HDAP) assists disabled individuals who
are experiencing homelessness or those at risk for homelessness with applying for disability
benefit programs. CCLS will support Fresno County, WestCare, and HDAP participants. CCLS'
scope of supportive services for HDAP eligible participants will include legal consultation,
education, outreach, disability income benefits advocacy, and training.
CCLS will provide expert legal guidance to create strong disability benefit applications.
CCLS staff will train designated WestCare Case Managers and Advocates to secure and
analyze supporting documentation. CCLS will review medical evidence and other supporting
records to determine whether to proceed with an application for disability benefits and/or identify
what additional documentation may be needed to create a stronger application prior to filing.
CCLS will also guide WestCare Case Managers and Advocates through the application
process and advise the application on the step-by-step process to obtain disability benefits. If
the application is denied, CCLS will take over the claim and advocate through the appeal
process.
The services provided shall adhere to relevant requirements associated with the
program's funding sources, including:
• Adhering to Housing First principles as described in the California Welfare & Institutions
Code (W&IC) section 8255.
• Following the requirements within the Housing and Disability Advocacy Program
legislation (W&IC sections 18999 et seq.) and guidance provided via California
Department of Social Services (CDSS) All County Letters.
EXHIBIT A-1
Contract P-24-111
Exhibit A
• Ensuring that services and expenses reimbursed by the United States Department of
Housing and Urban Development (HUD) Emergency Solutions Grant (ESG) are
provided in accordance with 24 CFR 576.
• Ensuring that services and expenses reimbursed by HUD Tenant Based Rental
Assistance (TBRA) are provided in accordance with 24 CFR 92.
CCLS shall ensure its staff is: informed of all relevant program requirements; maintain
documentation of meeting regulatory requirements; and request reimbursement only for eligible
expenses and services.
Changes to the State HDAP regulations that do not have impact staffing expenses or
require an increase in maximum compensation shall be incorporated into CCLS HDAP service
delivery practices within a timeframe mutually acceptable to both CCLS and the County's
Department of Social Services (DSS).
2. STAFFING
CCLS shall assign enough staff to achieve the program outcomes and resolve staffing
vacancies promptly. Staff shall be trained in program requirements and how to employ
evidence-based practices for client engagement including: motivational interviewing, trauma-
informed care, and client-centered case planning.
The current staffing pattern is: Directing Attorney (.05 FTE), Staff Attorney (1.0 FTE),
Paralegal/ Disability Advocate (2.0 FTE), Legal Secretary (1.0 FTE). These FTE may be
adjusted by mutual agreement, with prior County approval, based on the program's needs.
3. CORE HDAP SERVICES
A. Alterations to Business Practices Described in This Section
By mutual agreement and with prior approval of the County, CCLS and DSS may adjust
any business practice described in this Core HDAP Services section based on program need,
so long as the revised policies do not conflict with State requirements or obligations to Federal
funding sources. No change in business practice made in accordance with this subsection shall
entitle CCLS to additional compensation, unless ratified through an Amendment to this
Agreement.
EXHIBIT A-2
Contract P-24-111
Exhibit A
B. Collaborate & Communicate with DSS, FMCoC, & Community Partners
COLS shall create and/or maintain partnerships with Fresno County and community
partners to ensure HDAP participants receive quality legal services. Communication should be
frequent and responsive until each individual matter is resolved.
C. Disability Income Advocacy
CCLS Advocacy Services & Responsibilities
CCLS project staff shall provide the following services:
• Review client medical records and other supporting materials to identify evidence in
support of disability claims.
• Develop, complete, and file client disability documents for appeals, reconsiderations,
reinstatements, and recertifications.
• Coordinate with Federal, State, and County offices regarding pending appeals,
reconsiderations, reinstatements, and recertifications.
• Advocate and/or represent the HDAP participants in their disability appeal.
• Continue services until a final decision has been made on a client's disability claim.
• Work closely with other HDAP Team members and DSS partner agencies to provide a
smooth and consistent experience for the client.
Administrative Law Judge (ALJ) Stage
CCLS will be directly in contact with Fresno County and WestCare throughout each
applicant's HDAP process. It is inevitable that an application for Social Security will be denied.
In such an event, CCLS will intake the applicant and begin the appeal process.
CCLS' services will include appealing the denial via Request for Reconsideration, and
we will represent the client at the hearing where appropriate. CCLS will assist with any sort of
denial, whether due to lack of medical evidence, financial eligibility or some other circumstance.
When clients reach the ALJ stage of the disability benefits application, CCLS will provide
qualified legal representation to the HDAP applicants (at no cost to the HDAP participant). Use
of HDAP funds for a client's disability related legal services is permissible.
4. DATA COLLECTION SERVICE DOCUMENTATION & REPORTING
CCLS shall maintain complete and accurate documentation of client data, service dates,
services provided, and program expenses. One or more HDAP staff shall be assigned the duty
of ensuring compliance with this program requirement. CCLS shall provide complete and
accurate monthly activity reports to DSS, in a report format approved by DSS, by the 15th day
EXHIBIT A-3
Contract P-24-111
Exhibit A
of the month following the reporting period. CCLS shall provide additional reports, in formats
approved by DSS, relating to State reporting requirements and DSS Analyst inquiries on an as-
needed basis. All reports and financial reimbursement requests presented to DSS shall be
reviewed for accuracy prior to submission.
WestCare shall be responsible for all HDAP project HMIS data reporting requirements,
using WestCare's existing PII template, because WestCare is required to submit the PII report
with the initial disability application, reconsideration, and/or appeal. CCLS is not responsible for
project HMIS data reporting. However, CCLS and WestCare shall communicate and/or meet at
least monthly to coordinate service delivery, collect and track all application submissions dates
and decisions.
EXHIBIT A-4
Contract P-24-111
Exhibit B
BUDGET SUMMARY
ORGANIZATION: Central California Legal Services
SERVICES: Housing &Disability Advocacy Program
BUDGET TERMS: January 01, 2024 to June 30,2024
CONTRACT AMOUNTS: $186,670 MAXIMUM COMPENSATION
ELIGIBLE EXPENSES FOR January 01, 2024 to
JUNE 30,2024
Staffing $ 147,352
Office and Administrative Expenses $ 22,348
Indirect Expenses $ 16,970
TOTAL MAXIMUM COMPENSATION FOR TERM $ 186,670
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
except as expressly provided in this Exhibit B.
EXHIBIT B-1
Contract P-24-111
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
EXHIBIT C-1
Contract P-24-111
Exhibit C
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within thirty (30) days after the Contractor signs this
Agreement, and at any time during the term of this Agreement as requested by the
County's Risk Manager or the County Administrative Office, the Contractor shall deliver,
or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare
Street, 16th Floor, Fresno, California 93721, or
HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified
to receive notices under this Agreement, certificates of insurance and endorsements for
all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
EXHIBIT C-2
Contract P-24-111
Exhibit C
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than ten (10) days in advance of cancellation. For cancellation of the
policy for any other reason, and for any other change to the policy, the Contractor shall,
or shall cause the insurer to, provide written notice to the County not less than thirty (30)
days in advance of cancellation or change. The County in its sole discretion may
determine that the failure of the Contractor or its insurer to timely provide a written notice
required by this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
EXHIBIT C-3
Contract P-24-111
Exhibit C
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
EXHIBIT C-4
Contract P-24-111
Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
EXHIBIT D-1
Contract P-24-111
Exhibit D
(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:
EXHIBIT D-2