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HomeMy WebLinkAboutAgreement A-24-108 with MMC.pdf Agreement No. 24-108 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 5th day of March, 2024, by and between the 3 COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as 4 "COUNTY", and Marjaree Mason Center, Inc., a Private Non-Profit Organization and whose address is 5 1600 M St, Fresno, CA 93721, hereinafter referred to as "CONTRACTOR." 6 COUNTY and the CONTRACTOR may be referred to individually as a "Party" and collectively as 7 the "Parties." 8 RECITALS: 9 A. COUNTY is mandated through Welfare and Institutions (W&I) Code Section 18290 et seq. 10 that funds generated through marriage license fees be disbursed to qualified shelter-based domestic 11 violence programs within the County. 12 B. COUNTY is mandated through Penal Code 1203.097 that funds generated through the 13 collection of probation fines from those involved with domestic violence crimes as described in Family Code 14 6211 shall be disbursed to qualified shelter-based domestic violence programs within the County. 15 C. COUNTY is mandated through Penal Code 1463.27(a)that funds generated from fines 16 imposed upon those convicted of specified crimes of domestic violence be used to fund domestic violence 17 prevention programs that focus on assisting immigrants, refugees, or persons who live in rural counties and 18 allows counties with existing domestic violence prevention programs to assist current domestic violence 19 prevention programs. 20 D. COUNTY holds funds generated by marriage license fees, probation fines, and conviction 21 fines in all the COUNTY Domestic Violence Special Revenue Fund, with each designated to be distributed 22 to qualified shelter-based programs within Fresno County. 23 E. CONTRACTOR desires to provide a shelter-based domestic violence program within 24 Fresno County. 25 F. COUNTY issued Request for Statement of Qualifications (RSFQ) No. 24-009 for Domestic 26 Violence Shelter-Based Services as set forth in Section 18294 of the W&I Code. 27 G. CONTRACTOR responded to said RSFQ, and was selected to provide services in 28 accordance with the RSFQ and CONTRACTOR'S submitted response. -1- 1 The parties therefore agree as follows: 2 1. CONTRACTOR'S SERVICES 3 CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of Services, 4 attached hereto and incorporated herein by this reference. 5 CONTRACTOR represents that it is qualified, ready, willing, and able to perform all of the 6 services provided in this Agreement. 7 CONTRACTOR shall, at its own cost, comply with all applicable federal, state, and local laws 8 and regulations in the performance of its obligations under this Agreement, including but not limited to 9 workers compensation, labor, and confidentiality laws and regulations. 10 2. TERM 11 The term of this Agreement shall commence upon execution and continue through and including 12 September 30, 2026. This Agreement may be extended for two (2) additional consecutive twelve (12) 13 month periods upon written approval of both parties no later than thirty (30) days prior to the first day of 14 the next twelve (12) month extension period. The Director of the Department of Social Services (DSS) or 15 his or her designee is authorized to execute such written approval on behalf of COUNTY based on 16 CONTRACTOR'S satisfactory performance and meeting the service requirements set forth in W&I Code 17 18294. The extension of this Agreement by COUNTY is not a waiver or compromise of any default or 18 breach of this Agreement by CONTRACTOR existing at the time of the extension whether or not known 19 to COUNTY. 20 3. TERMINATION 21 A. Non-Allocation of Funds 22 The terms of this Agreement, and the services to be provided hereunder, are contingent on the 23 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the 24 services provided may be modified, or this Agreement terminated, at any time by giving the 25 CONTRACTOR thirty (30) days advance written notice. 26 B. Breach of Contract 27 The COUNTY may suspend or terminate this Agreement in whole or in part, where in the 28 determination of the COUNTY there is a breach: -2- 1 1) Obtained or used funds illegally or improperly; 2 2) A failure to comply with any term of this Agreement; 3 3) A substantially incorrect or incomplete report submitted to the COUNTY; or 4 4) Improperly performed any of its obligations under this Agreement. 5 Upon determining that a breach (as defined above) has occurred, COUNTY may give written 6 notice of the breach to CONTRACTOR. The written notice may suspend performance under this 7 Agreement, and must provide at least 30 days for CONTRACTOR to cure the breach. 8 If CONTRACTOR fails to cure the breach to COUNTY's satisfaction within the time stated in the 9 written notice, COUNTY may terminate this Agreement immediately. 10 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any 11 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither 12 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach 13 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the 14 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of 15 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR 16 shall promptly refund any such funds upon demand. 17 Any termination of this Agreement by the COUNTY under this Section Three is without penalty to 18 or further obligation of the COUNTY. This Section Three survives the termination of this Agreement. 19 C. Without Cause 20 Under circumstances other than those set forth above, this Agreement may be terminated by 21 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days 22 advance written notice of an intention to terminate this Agreement. 23 4. ALLOCATION OF FUNDS 24 A. Quarterly Payment - Upon execution, disbursement of all accumulated funds in 25 the COUNTY Domestic Violence Special Revenue Fund, minus the administrative fee not to exceed 8% 26 of the funds, will be released to CONTRACTOR. Thereafter, COUNTY shall pay to CONTRACTOR the 27 available accrued funds in the COUNTY Domestic Violence Special Revenue Fund on a quarterly basis 28 (April 1, July 1, October 1, and January 1). The payments shall consist only of the available money -3- 1 deposited in the Domestic Violence Special Revenue Fund pursuant to W&I Code Section 18305m 2 Penal Code 1203.097 and Penal Code 1463.27(a). The payments are subject to the 8% administrative 3 fee described in paragraph 4 (C) of this Agreement. COUNTY shall use reasonable efforts to make 4 quarterly payments within thirty (30 days following the end of each three (3) month quarter. In no event 5 shall COUNTY pay any amount to CONTRACTOR in excess of such available in the Domestic Violence 6 Special Revenue Fund minus the 8% administrative fee; COUNTY makes no warranty regarding 7 existence of funds or amount of funds available in the Domestic Violence Special Revenue Fund. 8 B. CONTRACTOR understands that funding may be split with other new and/or 9 eligible Domestic Violence Shelters who are compliant with all provisions of W&I Code 18294. Should 10 another shelter be deemed by COUNTY to be compliant with all provisions of W&I Code 18294, 11 CONTRACTOR will be notified within 30 days and made aware of any impact to changes in funding. 12 C. COUNTY Administrative Fee - Notwithstanding subparagraph 4 (A) above, 13 COUNTY shall retain an administrative fee of not more than eight percent (8%) of the funds in the 14 Domestic Violence Special Revenue Fund as set forth in W&I Code Section 18305. 15 D. Termination or Expiration - In the event that this Agreement expires or is 16 terminated without cause during a quarterly payment period, COUNTY shall pay only those funds 17 accrued up to the date of termination or expiration. In the event that COUNTY terminates for breach, 18 COUNTY reserves all rights to withhold any and all payment in response to such breach by 19 CONTRACTOR. 20 E. The Contractor is solely responsible for all of its costs and expenses that are not 21 specified as payable by the County under this Agreement. If CONTRACTOR should fail to comply with 22 any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation. 23 Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of 24 this Agreement shall automatically revert to COUNTY. 25 F. CONTRACTOR acknowledges that COUNTY is a local government entity, and 26 does so with notice that the COUNTY's powers are limited by the California Constitution and by State 27 law, and with notice that CONTRACTOR may receive compensation under this Agreement only for 28 services performed according to the terms of this Agreement and while this Agreement is in effect. -4- 1 CONTRACTOR further acknowledges that COUNTY's employees have no authority to pay 2 CONTRACTOR except as expressly provided in this Agreement. 3 5. INDEPENDENT CONTRACTOR 4 In performance of the work, duties and obligations assumed by CONTRACTOR under this 5 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the 6 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an 7 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 8 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no 9 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its 10 work and function. However, COUNTY shall retain the right to verify that CONTRACTOR is performing 11 its obligations in accordance with the terms and conditions of this Agreement. 12 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 13 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 14 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no 15 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be 16 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee 17 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all 18 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security 19 withholding and all other regulations governing such matters. It is acknowledged that during the term of 20 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to 21 this Agreement. 22 6. INDEMNITY AND DEFENSE 23 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the 24 COUNTY, its officers, agents, employees, and volunteers from any and all reasonable demands, 25 injuries, damages, costs, and expenses (including reasonable attorney's fees and costs), fines, 26 penalties, liabilities, claims, and losses of any kind occurring or resulting to COUNTY, CONTRACTORS, 27 or any third party that arise from or relate to the performance, or failure to perform, by CONTRACTOR, 28 its officers, agents, or employees, or subcontractors under this Agreement, and from any and all -5- 1 reasonable costs and expenses (including reasonable attorney's fees and costs), damages, liabilities, 2 claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or 3 damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or 4 employees under this Agreement. COUNTY may conduct or participate in its own defense without 5 affecting CONTRACTOR's obligation to indemnify and hold harmless or defend the COUNTY. 6 The provisions of this Section Six (6) shall survive termination of this Agreement. 7 7. INSURANCE 8 CONTRACTOR shall comply with the insurance requirements in Exhibit B to this Agreement. 9 8. ASSIGNMENT AND SUBCONTRACTS 10 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under 11 this Agreement without the prior written consent of the other party. Any transferee, assignee or 12 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and 13 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the 14 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in 15 writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to 16 any additional compensation than is provided for under this Agreement. 17 9. CONFLICT OF INTEREST 18 No officer, employee or agent of the COUNTY who exercises any function or responsibility for 19 planning and carrying out of the services provided under this Agreement shall have any direct or indirect 20 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be 21 employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the 22 COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of 23 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under 24 this Agreement and any officer, employee or agent of the COUNTY. 25 10. DISCLOSURE OF SELF-DEALING TRANSACTIONS 26 This provision is only applicable if the CONTRACTOR is operating as a corporation or if during 27 the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. 28 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing -6- 1 transactions that they are a party to while CONTRACTOR is providing goods or performing services 2 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 3 is a party and in which one or more of its directors has a material financial interest. Members of the 4 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and 5 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated 6 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing 7 transaction or immediately thereafter. 8 11. NON-DISCRIMINATION 9 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents 10 and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or 11 regulation against any employee or applicant for employment, or recipient of services under this 12 Agreement, because of age, ethnic group identification, sex, gender, gender identity, gender expression, 13 sexual orientation, color, physical disability, mental disability, medical condition, national origin, race, 14 ancestry, genetic information, marital status, religion, religious creed, military status, or veteran status. 15 A. Americans with Disabilities Act 16 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which 17 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines 18 issued pursuant to the ADA (42 U.S.C. 12101 et seq.) 19 B. CONTRACTOR shall include the non-discrimination and compliance provisions of 20 this section in all subcontracts to perform work under this Agreement. 21 12. LIMITED ENGLISH PROFICIENCY 22 CONTRACTOR shall provide interpreting and translation services to persons participating in 23 CONTRACTOR's services who have limited or no English language proficiency, including services to 24 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow 25 such participants meaningful access to the programs, services and benefits provided by CONTRACTOR. 26 Interpreter and translation services, including translation of CONTRACTOR's "vital documents" (those 27 documents that contain information that is critical for accessing CONTRACTOR's services or are required 28 by law) shall be provided to participants at no cost to the participant. CONTRACTOR shall ensure that any -7- 1 employees, agents, subcontractors, or partners who interpret or translate for a program participant, or who 2 directly communicate with a program participant in a language other than English, demonstrate proficiency 3 in the participant's language and can effectively communicate any specialized terms and concepts peculiar 4 to CONTRACTOR's services. 5 13. CONFIDENTIALITY AND DATA SECURITY: 6 All services performed by CONTRACTOR under this Agreement shall be in strict conformance 7 with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. 8 For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of 9 COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or 10 disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship 11 with COUNTY for the purpose of providing services under this Agreement must employ adequate data 12 security measures to protect the confidential information provided to CONTRACTOR by COUNTY, 13 including but not limited to the following: 14 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to 15 COUNTY networks via personally owned mobile, wireless or handheld devices, except when authorized 16 by COUNTY for telecommuting and then only if virus protection software currency agreements are in 17 place, and if a secure connection is used. 18 B. Contractor-Owned Computers or Computer Peripherals may not be brought into 19 COUNTY for use, including and not limited to mobile storage devices, without prior authorization from 20 COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server approved 21 by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or another type of 22 secure connection of this type if any data is approved to be transferred. 23 C. County-Owned Computer Equipment— CONTRACTOR or anyone having an 24 employment relationship with COUNTY may not use COUNTY computers or computer peripherals on 25 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or her 26 designee. 27 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data 28 on any hard-disk drive. -8- 1 E. CONTRACTOR are responsible to employ strict controls to insure the integrity 2 and security of COUNTY's confidential information and to prevent unauthorized access to data 3 maintained in computer files, program documentation, data processing systems, data files and data 4 processing equipment which stores or processes COUNTY data internally and externally. 5 F. Confidential client information transmitted to one party by the other by means of 6 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 7 BIT or higher. Additionally, a password or pass phrase must be utilized. 8 G. CONTRACTOR are responsible to immediately notify COUNTY of any breaches 9 or potential breaches of security related to COUNTY's confidential information, data maintained in 10 computer files, program documentation, data processing systems, data files and data processing 11 equipment which stores or processes COUNTY data internally or externally. 12 H. CONTRACTOR shall require its subcontractors to comply with the provisions of 13 this Data Security section. 14 14. CLEAN AIR AND WATER 15 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and 16 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or 17 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal 18 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations, 19 CONTRACTOR shall: 20 A. Assure the COUNTY that no facility shall be utilized in the performance of this 21 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities; 22 B. Notify COUNTY prior to execution of this Agreement of the receipt of any 23 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be 24 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of 25 Violating Facilities; 26 C. Report each violation of the above laws to COUNTY and understand and agree 27 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal 28 -9- 1 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency 2 Regional Office; and 3 D. Include these requirements in each subcontract exceeding $150,000 financed in 4 whole or in part with federal assistance. 5 15. PROCUREMENT OF RECOVERED MATERIALS 6 In the performance of this Agreement, CONTRACTOR shall comply with section 6002 of the 7 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The 8 requirements of Section 6002 include procuring only items designated in guidelines of the 9 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of 10 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where 11 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the 12 preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall 13 make maximum use of products containing recovered materials that are EPA-designated items unless 14 the product cannot be acquired: 15 i. Competitively within a timeframe providing for compliance with the 16 contract performance schedule; 17 ii. Meeting contract performance requirements; or 18 iii. At a reasonable price. 19 16. DRUG-FREE WORKPLACE REQUIREMENTS 20 For purposes of this paragraph, CONTRACTOR will be referred to as the "grantee". By drawing 21 funds against this grant award, the grantee is providing the certification that is required by regulations 22 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations 23 require certification by grantees that they will maintain a drug-free workplace. False certification or 24 violation of the certification shall be grounds for suspension of payments, suspension or termination of 25 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the 26 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et 27 seq.). 28 -10- 1 17. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND 2 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS 3 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of 4 Federal assistance funds under the terms of this Agreement. By signing this Agreement, 5 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations, 6 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549. 7 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its 8 principals: 9 1) Are not presently debarred, suspended, proposed for debarment, declared 10 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or 11 agency; and 12 2) Shall not knowingly enter into any lower tier covered transaction with an entity 13 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily 14 excluded from participation in this transaction by any Federal department or agency. 15 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time 16 during the term of this Agreement CONTRACTOR learns that the representations it makes above were 17 erroneous when made or have become erroneous by reason of changed circumstances 18 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment, 19 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in 20 nature to this Paragraph Seventeen (17) in all lower tier covered transactions and in all solicitations for 21 lower tier covered transactions. 22 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in 23 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and 24 debarment status at https://sam.gov/SAM/. 25 E. The certification in Paragraph Seventeen (17) of this Agreement is a material 26 representation of fact upon which COUNTY relied in entering into this Agreement. 27 18. GRIEVANCES 28 CONTRACTOR shall establish procedures for handling client complaints and/or grievances. -11- 1 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve 2 such issues when appropriate. 3 19. PROHIBITION ON PUBLICITY 4 None of the funds, materials, property or services provided directly or indirectly under this 5 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of 6 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the 7 above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as 8 necessary to raise public awareness about the availability of such specific services when approved in 9 advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such 10 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other 11 related expense(s). 12 20. LOBBYING AND POLITICAL ACTIVITY 13 None of the funds provided under this Agreement shall be used for publicity, lobbying or 14 propaganda purposes designed to support or defeat legislation pending in the Congress of the United 15 States of America or the Legislature of the State of California. 16 CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any 17 political activity or to further the election or defeat of any candidate for public office. 18 21. STATE ENERGY CONSERVATION 19 CONTRACTORS must comply with the mandatory standard and policies relating to energy 20 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 21 United States (US) Code sections 6321, et. Seq. 22 22. FRATERNIZATION 23 CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR'S 24 staff and clients. Such procedures will include provisions for informing CONTRACTOR'S staff and 25 clients regarding fraternization guidelines. 26 23. INTERPRETATION OF LAWS AND REGULATIONS 27 COUNTY reserves the right to make final interpretations or clarifications on issues relating to 28 Federal and State laws and regulations, to ensure compliance. -12- 1 24. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 2 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply 3 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal 4 policies, procedures, and directives governing projects that utilize State and Federal Funds. This 5 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair 6 employment practices, environmental protection, equal opportunity, fair housing, and all other matters 7 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all 8 eligible activities. 9 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required 10 for performing any activities under this Agreement, including those necessary to perform design, 11 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for 12 observing and complying with any applicable federal, state, and local laws, rules, and regulations 13 affecting any such work, specifically those including, but not limited to, environmental protection, 14 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies 15 of permits and approvals to COUNTY upon request. 16 25. NO OBLIGATION BY FEDERAL GOVERNMENT 17 The Federal Government is not a party to this contract and is not subject to any obligations or 18 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from 19 this Agreement. 20 26. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 21 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False 22 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract. 23 27. RECORDS 24 A. Record Establishment and Maintenance 25 CONTRACTOR shall establish and maintain records in accordance with those 26 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement. 27 CONTRACTOR shall retain all fiscal books, account records and client files for services performed 28 under this Agreement for at least five (5) years from date of final payment under this Agreement or until -13- 1 all State and Federal audits are completed for that fiscal year, whichever is later. 2 B. Cost Documentation 3 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days 4 following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall also 5 furnish to COUNTY such statements, records, data and information as COUNTY may request pertaining 6 to matters covered by this Agreement. In the event that CONTRACTOR fails to provide reports as 7 provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until compliance 8 is established. 9 2) All costs shall be supported by properly executed payrolls, time records, 10 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this 11 Agreement and they shall be clearly identified and readily accessible. The support documentation must 12 indicate the line budget account number to which the cost is charged. 13 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any 14 potential State or Federal audit exception discovered during an examination. Where findings indicate 15 that program requirements are not being met and State or Federal participation in this program may be 16 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of 17 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to 18 terminate this Agreement. 19 C. Service Documentation 20 CONTRACTOR agrees to maintain records to verify services under this Agreement 21 including names and addresses of clients served, if applicable, and the dates of service and a 22 description of services provided on each occasion. These records and any other documents pertaining 23 in whole or in part to this Agreement shall be clearly identified and readily accessible. 24 28. PUBLIC RECORDS 25 The COUNTY is not limited in any manner with respect to its public disclosure of this 26 Agreement or any record or data that the CONTRACTOR may provide to the COUNTY. The COUNTY's 27 public disclosure of this Agreement or any record or data that the CONTRACTOR may provide to the 28 COUNTY may include but is not limited to the following: -14- 1 A. The COUNTY may voluntarily, or upon request by any member of the public or 2 governmental agency, disclose this Agreement to the public or such governmental agency. 3 B. The COUNTY may voluntarily, or upon request by any member of the public or 4 governmental agency, disclose to the public or such governmental agency any record or data that the 5 Contractor may provide to the COUNTY, unless such disclosure is prohibited by court order. 6 This Agreement, and any record or data that the CONTRACTOR may provide to the COUNTY, is 7 subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5, 8 Division 2, Part 1, Chapter 9, beginning with section 54950). 9 C. This Agreement, and any record or data that the CONTRACTOR may provide to 10 the COUNTY, is subject to public disclosure as a public record under the California Public Records Act 11 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA") 12 excepting any records protected otherwise by law. 13 D. This Agreement, and any record or data that the CONTRACTOR may provide to 14 the COUNTY, is subject to public disclosure as information concerning the conduct of the people's 15 business of the State of California under California Constitution, Article 1, section 3, subdivision (b). 16 E. Any marking of confidentiality or restricted access upon or otherwise made with 17 respect to any record or data that the Contractor may provide to the COUNTY shall be disregarded and 18 have no effect on the COUNTY's right or duty to disclose to the public or governmental agency any such 19 record or data. 20 29. SINGLE AUDIT CLAUSE 21 If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in 22 Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit 23 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management 24 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit 25 said audit and management letter to COUNTY. The audit must include a statement of findings or a 26 statement that there were no findings. If there were negative findings, CONTRACTOR must include a 27 corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any 28 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to -15- 1 COUNTY's DSS, Administration, for review within nine (9) months of the end of any fiscal year in which 2 funds were expended and/or received for the program. Failure to perform the requisite audit functions as 3 required by this Agreement may result in COUNTY performing the necessary audit tasks, or at 4 COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the 5 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this 6 Agreement are the sole responsibility of CONTRACTOR. 7 A. A single audit report is not applicable if all CONTRACTOR's Federal contracts do 8 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR's 9 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be 10 performed and a program audit report with management letter shall be submitted by CONTRACTOR to 11 COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said audit report shall be 12 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of 13 the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with 14 this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified 15 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of 16 CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or 17 weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall 18 be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY's Auditor- 19 Controller/Treasurer-Tax Collector. 20 B. CONTRACTOR shall make available all records and accounts for inspection by 21 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal 22 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at 23 least three (3) years following final payment under this Agreement or the closure of all other pending 24 matters, whichever is later. 25 30. AUDITS AND INSPECTIONS 26 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may 27 deem necessary, make available to the COUNTY for examination all of its records and data with respect 28 to the matters covered by this Agreement, excluding attorney-client privileged communications. The -16- 1 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of 2 such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this 3 Agreement. 4 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 5 the examination and audit of the Auditor General for a period of three (3) years after final payment under 6 contract (California Government Code Section 8546.7). This section survives the termination of this 7 Agreement. 8 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal review 9 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If 10 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result 11 in the disallowance of payment for services rendered; or in additional controls to the delivery of services, 12 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a 13 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTOR's 14 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to 15 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the 16 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion 17 in the determination of fiscal review outcomes, decisions, and actions. 18 31. CHILD SUPPORT COMPLIANCE ACT 19 If this Agreement includes State funding in excess of$100,000, the Contractor acknowledges in 20 accordance with Public Contract Code 7110, that: 21 A. CONTRACTOR recognizes the importance of child and family support obligations 22 and shall fully comply with all applicable state and federal laws relating to child and family support 23 enforcement, including, but not limited to, disclosure of information and compliance with earnings 24 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of 25 the Family Code; and 26 B. CONTRACTOR to the best of its knowledge is fully complying with the earnings 27 assignment orders of all employees and is providing the names of all new employees to the New Hire 28 Registry maintained by the California Employment Development Department. -17- 1 32. CONTRACTOR'S NAME CHANGE 2 An amendment, assignment, or new agreement is required to change the name of 3 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change 4 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid 5 prior to approval of said agreement. 6 33. PROPERTY OF COUNTY 7 Any use of COUNTY funds provided under this Agreement for the purchase of computer 8 hardware, software, and printers must be approved by COUNTY prior to purchase and must meet 9 COUNTY specifications. CONTRACTOR agrees to take reasonable and prudent steps to ensure the 10 security of any and all said hardware and software provided to it by COUNTY under this Agreement, and 11 to maintain replacement-value insurance coverages on said hardware and software approved by 12 COUNTY. 13 In addition, all purchases over Five Thousand and No/100 Dollars ($5,000.00) made during the 14 life of this Agreement shall be identified as fixed assets with an assigned COUNTY Accounting Inventory 15 Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this 16 Agreement is terminated or upon expiration of this Agreement. The CONTRACTOR agrees to 17 participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed 18 assets are returned to COUNTY possession at the termination or expiration of this Agreement. 19 CONTRACTOR is responsible for returning to COUNTY all COUNTY owned fixed assets upon the 20 expiration or termination of this Agreement. 21 34. PUBLIC INFORMATION 22 CONTRACTOR shall disclose COUNTY as a funding source in all public information and 23 program materials developed in support of contracted services. 24 35. NOTICES 25 The persons and their addresses having authority to give and receive notices under this 26 Agreement include the following: 27 28 -18- 1 COUNTY CONTRACTOR 2 Director of Department of Social Services, Chief Executive Officer 3 County of Fresno Marjaree Mason Center 4 P.O. Box 1912 1600 M St. 5 Fresno, CA 93718 Fresno, CA 93721 6 Either party may change the information in this section by giving notice as provided in this section. 7 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement 8 must be in writing and delivered either by personal service, by first-class United States mail, or by an 9 overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document 10 Format (PDF) document attached to an email. A notice delivered by personal service is effective upon 11 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY 12 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice 13 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit 14 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next 15 day delivery, addressed to the recipient. A notice delivered by telephonic facsimile transmission or by PDF 16 document attached to an email is effective when transmission to the recipient is completed (but, if such 17 transmission is completed outside of COUNTY's business hours, then such delivery is deemed to be 18 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine 19 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 20 this section establishes, waives, or modifies any claims presentation requirements or procedures provided 21 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government 22 Code, beginning with section 810). 23 36. CHANGE OF LEADERSHIP/MANAGEMENT 24 In the event of any change in the status of CONTRACTOR's leadership or management, 25 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change. 26 Such notification shall include any new leader or manager's name and address. "Leadership or 27 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs 28 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which -19- 1 services are provided, or c) has authority over CONTRACTOR's finances. 2 37. NO THIRD PARTY BENEFICIARIES 3 This Agreement does not and is not intended to create any rights or obligations for any person or 4 entity except for the parties. 5 38. AUTHORIZED SIGNATURE 6 CONTRACTOR represents and warrants to COUNTY that: 7 (A) 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 CONTRACTOR is duly authorized to 10 do so and his or her signature on this Agreement legally binds CONTRACTOR to the terms of this 11 Agreement. 12 39. ELECTRONIC SIGNATURE 13 The parties agree that this Agreement may be executed by electronic signature as provided in 14 this section. An "electronic signature" means any symbol or process intended by an individual signing 15 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed 16 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for 17 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to 18 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing 19 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or 20 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of 21 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, 22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, 23 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken 24 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) 25 through (5), and agrees that each other party may rely upon that representation. This Agreement is not 26 conditioned upon the parties conducting the transactions under it by electronic means and either party 27 may sign this Agreement with an original handwritten signature. 28 -20- 1 40. COUNTERPARTS 2 This Agreement may be signed in counterparts, each of which is an original, and all of which 3 together constitute this Agreement. 4 41. GOVERNING LAW, JURISDICTION, AND VENUE 5 The laws of the State of California govern all matters arising from or related to this Agreement. 6 This Agreement is signed and performed in Fresno County, California. CONTRACTOR consents to 7 California jurisdiction for actions arising from or related to this Agreement, and, subject to the 8 Government Claims Act, all such actions must be brought and maintained in Fresno County. 9 42. NO WAIVER 10 Payment, waiver, or discharge by COUNTY of any liability or obligation of CONTRACTOR under 11 this Agreement on any one or more occasions is not a waiver of performance of any continuing or other 12 obligation of CONTRACTOR and does not prohibit enforcement by COUNTY of any obligation on any 13 other occasion. 14 43. DISPUTES 15 In the event of any dispute, claim, question, or disagreement arising from or relating to this 16 agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, 17 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good 18 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to 19 both parties. During this time, the parties will continue meeting their contract responsibilities. If the 20 parties do not reach such solution within a period of 60 days, then the parties may take whatever action 21 is available to them by law. 22 44. SEVERABILITY 23 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or 24 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make 25 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable 26 terms intended to accomplish the parties' original intent. 27 28 -21- 1 45. CONSTRUCTION 2 The final form of this Agreement is the result of the parties' combined efforts. If anything in this 3 Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be 4 resolved by construing the terms of this Agreement against either party. 5 46. DAYS 6 Unless otherwise specified, "days" means calendar days. 7 47. ENTIRE AGREEMENT 8 This Agreement, including its exhibits, constitutes the entire agreement between the 9 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 10 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any 11 nature whatsoever unless expressly included in this Agreement. If there is any inconsistency between 12 the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will 13 be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the 14 terms of the exhibits. 15 16 17 18 19 20 /// 21 22 23 24 25 26 27 28 -22- 1 The parties are executing this Agreement on the date stated in the introductory clause. 2 CONTRACTOR: COUNTY OF FRESNO: Marjaree Mason Center, Inc. 3 4 5 Nathan Magsig, Chairman of the Board of � Supervisors of the County of Fresno g Print Name:�1\1 I�IfL ,� (�(,.Q�l 7 Title: Chief Executive Officer 8 ATTEST: Bernice E. Seidel 9 Clerk of the Board of Supervisors 10 County of Fresno, State of California 11 12 Print Name: `�s#{ Y}_ By: _ �T Deputy 13 Title: 14 Chief Financial Officer 15 16 Mailing Address: 17 1600 M Street, Fresno, CA 93721 18 Contact: 19 Chief Executive Officer 20 Phone No: (559) 237-4706 21 22 FOR ACCOUNTING USE ONLY: 23 Fund/Subclass: 0001-10000 24 ORG No.: 56107001 Account No.: 7870 25 28 SB:jcd 27 28 -23- Exhibit A Page 1 of 3 SUMMARY OF SERVICES ORGANIZATION: Marjaree Mason Center Inc. SERVICES: Domestic Violence Shelter-Based Services ADDRESS: 1600 M St., Fresno, CA 93721 SERVICE ADDRESS: 1600 M St., Fresno, CA 93721 TELEPHONE: (559) 237-4706 CONTACT: Nicole Linder EMAIL: Nicole@mmcenter.org A. SUMMARY OF SERVICES CONTRACTOR will provide shelter-based domestic violence services as set forth in Section 18294 of the W&I Code and to the extent possible provide the services set forth in W&I Code Section 18295. Failure to meet all requirements in Section 18294 constitutes breach of this contract and may result in immediate termination of this Agreement. CONTRACTOR will provide or arrange shelter-based domestic violence services to residents of Fresno County at confidential locations as deemed appropriate by the CONTRACTOR. All services must comply with all provisions of Chapter 5 of Part 6 of Division 9 of the W&I Code, otherwise known as the Domestic Violence Shelter- Based Programs Act. B. TARGET POPULATION Contractor will serve a variety of cultural backgrounds, to the extent feasible. An effort will be made to target underserved areas and populations within Fresno County. C. STAFFING EXPECTATIONS Required Expectations: 1. A portion of personnel must be bilingual. 2. An effort will be made to recruit formerly battered persons as staff members. 3. Volunteers will be trained and used to maximum capacity in the delivery of services. Exhibit A Page 2of3 4. Relevant staff must meet requirements set forth in California Code, Evidence Code, Section 1037.1 (EVID. § 1037.1): i. Domestic violence counselors employed by Contractor, whether financially compensated or not, for the purpose of rendering advice or assistance to victims of domestic violence must have at least 40 hours of training. a. The training will be supervised by an individual who qualifies as a counselor, and who has at least one year of experience counseling domestic violence victims for Contractor. b. The training will include, but need not be limited to, the following areas: history of domestic violence, civil and criminal law as it relates to domestic violence, the domestic violence victim- counselor privilege and other laws that protect the confidentiality of victim records and information, societal attitudes towards domestic violence, peer counseling techniques, housing, public assistance and other financial resources available to meet the financial needs of domestic violence victims, and referral services available to domestic violence victims. ii. Any domestic violence counselor who has been employed by Contractor for a period of less than six months will be supervised by a domestic violence counselor who has at least one year of experience counseling domestic violence victims for Contractor. 5. The staff of the domestic violence shelter-based program will work with social service agencies, schools, and law enforcement agencies in an advocacy capacity for those served by Contractor. 6. Contractor's staff will attempt to achieve community support and acceptance of the program by advocating the program to community representatives and groups within the community. D. CONTRACTOR'S RESPONSIBILITIES Required Shelter Services: 1. Shelter on a basis of 24 hours a day, seven days a week. 2. A telephone hotline 24 hours a day, seven days a week for crisis calls. 3. Temporary housing and food facilities. 4. Psychological support and peer counseling provided in accordance with EVID. § 1037.1. 5. Referrals to existing services in the community. 6. A drop-in center that operates during normal business hours to assist victims of domestic violence who have a need for support services. 7. Arrangements for school age children to continue their education during their stay with Contractor. 8. Emergency transportation as feasible. 9. Provides for shelter in an undisclosed and secured location. Exhibit A Page 3 of 3 Contractor will provide a method of obtaining the following services for the victims of domestic violence: 1. Medical care. 2. Legal assistance. 3. Psychological support and counseling. 4. Information regarding other available social services. Contractor will provide services to persons with a physical disability who are victims of domestic violence. If contractor cannot provide the services, then the program's staff, to the extent feasible, will assist in referring the person with a physical disability to other programs and services in the community where assistance may be obtained. E. COUNTY RESPONSIBILITIES County will distribute Contractor's portion of the Domestic Violence Special Revenue Funds on a quarterly basis. F. REPORTS AND OUTCOMES Contractor must prepare an annual report (covering October 1 — September 30) for submission to the County Board of Supervisors. The report must be made available to the public upon request and must include: 1. The total number of persons requesting services. 2. The number of persons served in the program, by each type of service provided. 3. A description of the social and economic characteristics of persons receiving services, by type of service provided. Contractor must maintain annual fiscal reports in a form prescribed by the Generally Accepted Accounting Principles (GAAP) as required by W&I Code Section 18299. Exhibit B Page 1 of 2 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) Molestation. Sexual abuse / molestation liability insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be issued on a per occurrence basis. 2. Additional Requirements (A) Verification of Coverage. Within 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 of Fresno Department of Social Services, at P.O. Box 1912, Fresno, California 93712, or DSSContractlnsurance(a�_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 B-1 Exhibit B Page 2 of 2 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. (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: VII. (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 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 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 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. B-2 Exhibit C Page 1 of 2 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 C Page 2 of 2 (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: