HomeMy WebLinkAboutAgreement A-24-498 with CCLS.pdf Agreement No. 24-498
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 10, 2024 and is between
3 Central California Legal Services, Inc., a private, not-for-profit, public interest law firm, whose
4 address is 2115 Kern Street Suite 200, Fresno CA 93721, hereinafter referred to as
5 "Contractor", and the County of Fresno, a political subdivision of the State of California
6 hereinafter referred to as "County".
7 The County and the Contractor may be referred to individually as a "Party" and
8 collectively as the "Parties".
9 Recitals
10 The Housing and Disability Advocacy Program (HDAP) was established on June 27, 2016,
11 from Assembly Bill 1603 (Chapter 25, Statues of 2016). The County through its Department of
12 Social Services (DSS) has received an allocation of funding from the California Department of
13 Social Services (CDSS) to implement and administer the HDAP.
14 A. The County continues to have a significant population of homeless and disabled
15 individuals who are in need of disability advocacy.
16 B. The Contractor was chosen for their work as a non-profit fighting social injustices
17 through education and representation to the disadvantaged members of the population. The
18 Contractor has staff with experience and expertise specifically working with and representing
19 clients seeking disability benefits.
20 C. The Contractor is currently providing legal services to Fresno's HDAP clients via a
21 purchasing agreement after Contractor was contacted and presented themselves as willing to
22 partner with the County to develop the legal module to meet the needs of the clients. The
23 County has identified that the best interests of the County will be served by entering into an
24 agreement with Contractor based on the level of capacity shown by the Contractor through
25 services previously provided.
26 D. The Contractor is willing and able to provide disability advocacy to the said population
27 based on their current services being provided to HDAP clients.
28 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services," and pursuant to the staffing patterns and
5 program expenses detailed in Exhibit B, titled "Compensation."
6 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
7 able to perform all of the services provided in this Agreement.
8 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
9 applicable federal, state, and local laws and regulations in the performance of its obligations
10 under this Agreement, including but not limited to workers compensation, labor, and
11 confidentiality laws and regulations.
12 Article 2
13 County's Responsibilities
14 2.1 The County shall meet all obligations provided in Exhibit A to this Agreement, titled
15 "Scope of Services, DSS Responsibilities."
16 Article 3
17 Compensation, Invoices, and Payments
18 3.1 For actual services provided pursuant to the terms of this Agreement, the County
19 agrees to pay Contractor and Contractor agrees to receive compensation for the performance of
20 its services in accordance with the Exhibit B to this agreement, titled "Compensation".
21 3.2 The services provided by the Contractor under this Agreement are funded in whole
22 or in part by the State of California and/or the United States Federal government. In the event
23 that funding for these services is delayed by the State Controller or the Federal government, the
24 County may defer payment to the Contractor. The amount of the deferred payment shall not
25 exceed the amount of funding delayed to the County. The period of time of the deferral by the
26 County shall not exceed the period of time of the State Controller's or Federal government's
27 delay of payment to County plus Forty-five (45) days.
28 3.3 Maximum Compensation. In no event shall compensation paid for services
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1 performed under this Agreement be in excess of Eight hundred, forty-five thousand, five
2 hundred ninety-one and No/100 dollars ($845,591) during the term of this Agreement. For the
3 period of September 10, 2024, through June 30, 2025, in no event shall compensation paid for
4 services performed under this Agreement be in excess of Three hundred eighty-four thousand,
5 three hundred sixty and No/100 dollars ($384,360). For the optional 12-month period of July 1,
6 2025 through June 30, 2026, in no event shall compensation paid for services performed under
7 this Agreement be in excess of Four hundred sixty-one thousand, two hundred thirty-one and
8 No/100 dollars ($461,231).
9 3.4 The Contractor acknowledges that the County is a local government entity, and does
10 so with notice that the County's powers are limited by the California Constitution and by State
11 law, and with notice that the Contractor may receive compensation under this Agreement only
12 for services performed according to the terms of this Agreement and while this Agreement is in
13 effect, and subject to the maximum amount payable under this section. The Contractor further
14 acknowledges that County employees have no authority to pay the Contractor except as
15 expressly provided in this Agreement.
16 3.5 Invoices. The Contractor shall submit monthly invoices in attention to Staff Analyst
17 to: )SSinvoices(aD_fresnocountyca.gov. The Contractor shall submit each invoice within 30 days
18 following the month in which expenses were incurred and services rendered, and in any case
19 within 60 days after the end of the term or termination of this Agreement. Contractor shall
20 submit invoices to the County each month with a detailed general ledger (GL), itemizing costs
21 incurred in the previous month, along with supporting documentation of costs. Failure to submit
22 GL reports and supporting documentation shall be deemed sufficient cause for County to
23 withhold payments until there is compliance, as further described in Section 3.7 herein.
24 Supporting documentation shall include but is not limited to receipts, invoices received, and
25 documented administrative / overhead costs. No reimbursement for services shall be made until
26 invoices, reports and outcomes are received, reviewed and approved by County's DSS.
27 3.6 Proof of payment may be required for certain funding streams and will be made
28 available by the Contractor as requested by the County.
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1 3.7 Payment. The County shall pay each correctly completed and timely submitted
2 invoice within 45 days after receipt. If an invoice is incorrect or otherwise not in proper form or
3 detail, County's DSS Director or designee shall have the right to withhold payment as to only
4 that portion of the invoices that is incorrect or improper, after Five (5) days prior written notice or
5 email correspondence to Contractor. The County shall remit any payment to the Contractor's
6 address specified in the invoice.
7 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and
8 expenses that are not specified as payable by the County under this Agreement.
9 Article 4
10 Term of Agreement
11 4.1 Term. This Agreement is effective on September 10, 2024 and terminates on June
12 30, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and
13 Suspension," below.
14 4.2 Extension. The term of this Agreement may be extended for no more than one, one-
15 year period only upon written approval of both parties at least 30 days before the first day of the
16 next one-year extension period. The County's DSS Director or his or her designee is authorized
17 to sign the written approval on behalf of the County based on the Contractor's satisfactory
18 performance. The extension of this Agreement by the County is not a waiver or compromise of
19 any default or breach of this Agreement by the Contractor existing at the time of the extension
20 whether or not known to the County.
21 Article 5
22 Notices
23 5.1 Contact Information. The persons and their addresses having authority to give and
24 receive notices provided for or permitted under this Agreement include the following:
25 For the County:
26 Director of Department of Social Services
27 County of Fresno
28 205 West Pontiac Way
4
1 Clovis, CA 93612
2 For the Contractor:
3 Executive Director
4 Central California Legal Services, Inc.
5 2115 Kern Street, Suite 200
6 Fresno, CA 93721
7 5.2 Change of Contact Information. Either party may change the information in section
8 5.1 by giving notice as provided in section 5.3.
9 5.3 Method of Delivery. Each notice between the County and the Contractor provided
10 for or permitted under this Agreement must be in writing, state that it is a notice provided under
11 this Agreement, and be delivered either by personal service, by first-class United States mail, by
12 an overnight commercial courier service by telephonic facsimile transmission, by telephonic
13 facsimile transmission, or by a Portable Document Format (PDF) document attached to an
14 email.
15 (A) A notice delivered by personal service is effective upon service to the recipient.
16 (B) A notice delivered by first-class United States mail is effective three County
17 business days after deposit in the United States mail, postage prepaid, addressed to the
18 recipient.
19 (C)A notice delivered by an overnight commercial courier service is effective one
20 County business day after deposit with the overnight commercial courier service,
21 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
22 the recipient.
23 (D)A notice delivered by telephonic facsimile transmission or by PDF document
24 attached to an email is effective when transmission to the recipient is completed (but, if
25 such transmission is completed outside of County business hours, then such delivery is
26 deemed to be effective at the next beginning of a County business day), provided that
27 the sender maintains a machine record of the completed transmission.
28 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
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1 nothing in this Agreement establishes, waives, or modifies any claims presentation
2 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
3 of Title 1 of the Government Code, beginning with section 810).
4 Article 6
5 Termination and Suspension
6 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
7 contingent on the approval of funds by the appropriating government agency. If sufficient funds
8 are not allocated, then the County, upon at least 30 days' advance written notice to the
9 Contractor, may:
10 (A) Modify the services provided by the Contractor under this Agreement; or
11 (B) Terminate this Agreement.
12 6.2 Termination for Breach.
13 (A) Upon determining that a breach (as defined in paragraph (C) below) has
14 occurred, the County may give written notice of the breach to the Contractor. The written
15 notice may suspend performance under this Agreement, and must provide at least Thirty
16 (30) days for the Contractor to cure the breach.
17 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
18 time stated in the written notice, the County may terminate this Agreement immediately.
19 (C) For purposes of this section, a breach occurs when, in the determination of the
20 County, the Contractor has:
21 (1) Obtained or used funds illegally or improperly;
22 (2) Failed to comply with any part of this Agreement;
23 (3) Submitted a substantially incorrect or incomplete report to the County; or
24 (4) Improperly performed any of its obligations under this Agreement.
25 6.3 Termination without Cause. In circumstances other than those set forth above, the
26 County or Contractor may terminate this Agreement by giving at least Thirty (30) days advance
27 written notice to the other party.
28 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
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1 under this Article Six (6) is without penalty to or further obligation of the County.
2 6.5 County's Rights upon Termination. Upon termination for breach under this Article
3 6, the County may demand repayment by the Contractor of any monies disbursed to the
4 Contractor under this Agreement that, in the County's sole judgment, were not expended in
5 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
6 demand. This section survives the termination of this Agreement.
7 Article 7
8 Independent Contractor
9 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
10 agents, employees, and volunteers, is at all times acting and performing as an independent
11 Contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
12 venturer, partner, or associate of the County.
13 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
14 manner or method of the Contractor's performance under this Agreement, but the County may
15 verify that the Contractor is performing according to the terms of this Agreement.
16 7.3 Benefits. Because of its status as an independent Contractor, the Contractor has no
17 right to employment rights or benefits available to County employees. The Contractor is solely
18 responsible for providing to its own employees all employee benefits required by law. The
19 Contractor shall save the County harmless from all matters relating to the payment of
20 Contractor's employees, including compliance with Social Security withholding and all related
21 regulations.
22 7.4 Services to Others. The parties acknowledge that, during the term of this
23 Agreement, the Contractor may provide services to others unrelated to the County.
24 Article 8
25 Indemnity and Defense
26 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
27 County (including its officers, agents, employees, and volunteers) against all claims, demands,
28 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
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1 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
2 the performance or failure to perform by the Contractor (or any of its officers, agents,
3 subcontractors, or employees) under this Agreement. The County may conduct or participate in
4 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
5 defend the County.
6 8.2 Survival. This Article 8 survives the termination of this Agreement.
7 Article 9
8 Insurance
9 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
10 Agreement.
11 Article 10
12 Inspections, Audits, Record Maintenance, and Public Records
13 10.1 Inspection of Documents. The Contractor shall make available to the County, and
14 the County may examine at any time during business hours and as often as the County deems
15 necessary, all of the Contractor's records and data with respect to the matters covered by this
16 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
17 request by the County, permit the County to audit and inspect all of such records and data to
18 ensure the Contractor's compliance with the terms of this Agreement.
19 10.2 State Audit Requirements. If the compensation to be paid by the County under this
20 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
21 California State Auditor, as provided in Government Code section 8546.7, for a period of three
22 years after final payment under this Agreement. This section survives the termination of this
23 Agreement.
24 10.3 Single Audit Clause. If Contractor expends Seven Hundred Fifty Thousand Dollars
25 ($750,000) or more in Federal and Federal flow-through monies annually, Contractor agrees to
26 conduct an annual audit in accordance with the requirements of the Single Audit Standards as
27 set forth in Office of Management and Budget (OMB) Title 2 of the Code of Federal Regulations
28 Part 200. Contractor shall submit said audit and management letter to County. The audit must
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1 include a statement of findings or a statement that there were no findings. If there were negative
2 findings, Contractor must include a corrective action signed by an authorized individual.
3 Contractor agrees to take action to correct any material non-compliance or weakness found as
4 a result of such audit. Such audit shall be delivered to County's DSS, Administration, for review
5 within nine (9) months of the end of any fiscal year in which funds were expended and/or
6 received for the program. Failure to perform the requisite audit functions as required by this
7 Agreement may result in County performing the necessary audit tasks, or at County's option,
8 contracting with a public accountant to perform said audit, or may result in the inability of County
9 to enter into future agreements with Contractor. All audit costs related to this Agreement are the
10 sole responsibility of Contractor.
11 10.4 Program Audit Requirements. A single audit report is not applicable if all
12 Contractor's Federal contracts do not exceed the Seven Hundred Fifty Thousand and No/100
13 dollars ($750,000) requirement or Contractor's funding is through Drug related Medi-Cal. If a
14 single audit is not applicable, a program audit must be performed and a program audit report
15 with management letter shall be submitted by Contractor to County as a minimum requirement
16 to attest to Contractor's solvency. Said audit report shall be delivered to County's DSS,
17 Administration, for review no later than nine (9) months after the close of the fiscal year in which
18 the funds supplied through this Agreement are expended. Failure to comply with this Act may
19 result in County performing the necessary audit tasks or contracting with a qualified accountant
20 to perform said audit. All audit costs related to this Agreement are the sole responsibility of
21 Contractor who agrees to take corrective action to eliminate any material noncompliance or
22 weakness found as a result of such audit. Audit work performed by County under this paragraph
23 shall be billed to the Contractor at County cost, as determined by County's Auditor-
24 Controller/Treasurer-Tax Collector.
25 10.5 Record Establishment and Maintenance. Contractor shall establish and maintain
26 records in accordance with those requirements prescribed by County, with respect to all matters
27 covered by this Agreement. Contractor shall retain all fiscal books, account records and client
28 files for services performed under this Agreement for at least Five (5) years from date of final
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1 payment under this Agreement or until all State and Federal audits are completed for that fiscal
2 year, whichever is later.
3 (A) Cost Documentation. Contractor agrees to maintain records to verify costs under
4 this Agreement including a General Ledger, properly executed payrolls, time records,
5 invoices, vouchers, orders, proof of payment, and any other accounting documents
6 pertaining in whole or in part to this Agreement and they shall be clearly identified and
7 readily accessible. The support documentation must indicate the line budget account
8 number to which the cost is charged.
9 (B) Service Documentation. Contractor agrees to maintain records to verify services
10 under this Agreement including names and addresses of clients served, if applicable,
11 and the dates of service and a description of services provided on each occasion. These
12 records and any other documents pertaining in whole or in part to this Agreement shall
13 be clearly identified and readily accessible.
14 (C) County shall notify Contractor in writing within thirty (30) days of any potential
15 State or Federal audit exception discovered during an examination. Where findings
16 indicate that program requirements are not being met and State or Federal participation
17 in this program may be imperiled in the event that corrections are not accomplished by
18 Contractor within Thirty (30) days of receipt of such notice from County, written
19 notification thereof shall constitute County's intent to terminate this Agreement.
20 10.6 Public Records. The County is not limited in any manner with respect to its public
21 disclosure of this Agreement or any record or data that the Contractor may provide to the
22 County. The County's public disclosure of this Agreement or any record or data that the
23 Contractor may provide to the County may include but is not limited to the following:
24 (A) The County may voluntarily, or upon request by any member of the public or
25 governmental agency, disclose this Agreement to the public or such governmental
26 agency.
27 (B) The County may voluntarily, or upon request by any member of the public or
28 governmental agency, disclose to the public or such governmental agency any record or
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1 data that the Contractor may provide to the County, unless such disclosure is prohibited
2 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
5 Government Code, Title 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
8 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
9 with section 6250) ("CPRA").
10 (E) This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure as information concerning the conduct of the
12 people's business of the State of California under California Constitution, Article 1,
13 section 3, subdivision (b).
14 (F) Any marking of confidentiality or restricted access upon or otherwise made with
15 respect to any record or data that the Contractor may provide to the County shall be
16 disregarded and have no effect on the County's right or duty to disclose to the public or
17 governmental agency any such record or data.
18 (G)Notwithstanding sections A-F above, any information protected by law shall not
19 be subject to public disclosure.
20 10.7 Public Records Act Requests. If the County receives a written or oral request
21 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
22 and which the County has a right, under any provision of this Agreement or applicable law, to
23 possess or control, then the County may demand, in writing, that the Contractor deliver to the
24 County, for purposes of public disclosure, the requested records that may be in the possession
25 or control of the Contractor. Within five business days after the County's demand, the
26 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
27 possession or control, together with a written statement that the Contractor, after conducting a
28 diligent search, has produced all requested records that are in the Contractor's possession or
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1 control, or (b) provide to the County a written statement that the Contractor, after conducting a
2 diligent search, does not possess or control any of the requested records. The Contractor shall
3 cooperate with the County with respect to any County demand for such records. If the
4 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
5 CPRA or other applicable law, it must deliver the record or data to the County and assert the
6 exemption by citation to specific legal authority within the written statement that it provides to
7 the County under this section. The Contractor's assertion of any exemption from disclosure is
8 not binding on the County, but the County will give at least Ten (10) days' advance written
9 notice to the Contractor before disclosing any record subject to the Contractor's assertion of
10 exemption from disclosure. The Contractor shall indemnify the County for any court-ordered
11 award of costs or attorney's fees under the CPRA that results from the Contractor's delay, claim
12 of exemption, failure to produce any such records, or failure to cooperate with the County with
13 respect to any County demand for any such records.
14 Article 11
15 Disclosure of Self-Dealing Transactions and Conflict of Interest
16 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation
17 or changes its status to operate as a corporation.
18 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
19 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
20 "Self-Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to
21 the County before commencing the transaction or immediately after.
22 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
23 a party and in which one or more of its directors, as an individual, has a material financial
24 interest.
25 11.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
26 function or responsibility for planning and carrying out of the services provided under this
27 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
28 addition, no employee of the County shall be employed by the Contractor under this Agreement
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1 to fulfill any contractual obligations with the County. The Contractor shall comply with all
2 Federal, State of California and local conflict of interest laws, statutes and regulations, which
3 shall be applicable to all parties and beneficiaries under this Agreement and any officer,
4 employee or agent of the County.
5 Article 12
6 Confidentiality and Data Security
7 12.1 Conformance with Laws: All services performed by Contractor under this
8 Agreement shall be in strict conformance with all applicable Federal, State of California and/or
9 local laws and regulations relating to confidentiality. For the purpose of preventing the potential
10 loss, misappropriation or inadvertent disclosure of County data including sensitive or personal
11 client information; abuse of County resources; and/or disruption to County operations,
12 individuals and/or agencies that enter into a contractual relationship with County for the purpose
13 of providing services under this Agreement must employ adequate data security measures to
14 protect the confidential information provided to Contractor by County, including but not limited to
15 the following:
16 (A) Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
17 County networks via personally owned mobile, wireless or handheld devices, except
18 when authorized by County for telecommuting and then only if virus protection software
19 currency agreements are in place, and if a secure connection is used.
20 (B) Contractor-Owned Computers or Computer Peripherals may not be brought into
21 County for use, including and not limited to mobile storage devices, without prior
22 authorization from County's Chief Information Officer or their designee. Data must be
23 stored on a secure server approved by County and transferred by means of a VPN
24 (Virtual Private Network) connection, or another type of secure connection of this type if
25 any data is approved to be transferred.
26 (C) County-Owned Computer Equipment— Contractor or anyone having an
27 employment relationship with County may not use County computers or computer
28 peripherals on non-County premises without prior authorization from County's Chief
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1 Information Officer or their designee.
2 (D) Contractor may not store County's private, confidential or sensitive data on any
3 hard-disk drive.
4 (E) Contractor is responsible to employ strict controls to ensure the integrity and
5 security of County's confidential information and to prevent unauthorized access to data
6 maintained in computer files, program documentation, data processing systems, data
7 files and data processing equipment which stores or processes County data internally
8 and externally.
9 (F) Confidential client information transmitted to one party by the other by means of
10 electronic transmissions must be encrypted according to Advanced Encryption
11 Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be
12 utilized.
13 (G)Contractor is responsible to immediately notify County of any breaches or
14 potential breaches of security related to County's confidential information, data
15 maintained in computer files, program documentation, data processing systems, data
16 files and data processing equipment which stores or processes County data internally or
17 externally.
18 (H) Contractor shall require its subcontractors to comply with the provisions of this
19 Data Security section.
20 Article 13
21 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-
22 Lower Tier Covered Transactions.
23 13.1 County and Contractor recognize that Contractor is a recipient of State or Federal
24 assistance funds under the terms of this Agreement. By signing this Agreement, Contractor
25 agrees to comply with applicable Federal suspension and debarment regulations, including but
26 not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549. By
27 signing this Agreement, Contractor attests to the best of its knowledge and belief, that it and its
28 principals:
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1 (A) Are not presently debarred, suspended, proposed for debarment, declared
2 ineligible, or voluntarily excluded from participation in this transaction by any Federal
3 department or agency; and
4 (B) Shall not knowingly enter into any lower tier covered transaction with an entity or
5 person who is debarred, suspended, proposed for debarment, declared ineligible, or
6 voluntarily excluded from participation in this transaction by any Federal department or
7 agency.
8 (C) Contractor shall provide immediate written notice to County if at any time during
9 the term of this Agreement Contractor learns that the representations it makes above
10 were erroneous when made or have become erroneous by reason of changed
11 circumstances.
12 13.2 Contractor shall include a clause titled "Certification Regarding Debarment,
13 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and
14 similar in nature to this Article Thirteen (13) Paragraph Two (2) in all lower tier covered
15 transactions and in all solicitations for lower tier covered transactions.
16 13.3 Contractor shall, prior to soliciting or purchasing goods and services in excess of
17 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
18 debarment status at https:Hsam.gov/SAM/.
19 13.4 The certification in Article Thirteen (13) Paragraph Four (4) of this Agreement is a
20 material representation of fact upon which County relied in entering into this Agreement.
21 Article 14
22 General Terms
23 14.1 Modification. Except as provided in Article Six (6), "Termination and Suspension,"
24 this Agreement may not be modified, and no waiver is effective, except by written consent by
25 both parties. The Contractor acknowledges that County employees have no authority to modify
26 this Agreement except as expressly provided in this Agreement.
27 (A) Changes to line items in the Exhibit B, Compensation, in an amount not to
28 exceed Ten Percent (10%) of the maximum annual compensation payable to the
15
1 Contractor may be made with the written approval of County's DSS Director or their
2 designee. Said modifications shall not result in any changes to the maximum
3 compensation amount payable to Contractor, as stated in this Agreement.
4 (B) Contractor agrees that reductions to the maximum compensation set forth under
5 Article Three (3) of this Agreement may be necessitated by a reduction in funding from
6 State or Federal sources. Any such reduction to the maximum compensation may be
7 made with the written approval of County's DSS Director or their designee and
8 Contractor. Contractor further understands that this Agreement is subject to any
9 restriction, limitations, or enactments of all legislative bodies which affect the provisions,
10 term, or funding of this Agreement in any manner. If the parties do not provide written
11 approval for modification due to reduced funding, this Agreement may be terminated in
12 accordance with Section 6.1 above.
13 14.2 Contractor's Name Change. An amendment, assignment, or new agreement is
14 required to change the name of Contractor as listed on this Agreement. Upon receipt of legal
15 documentation of the name change, County will process the agreement. Payment of invoices
16 presented with a new name cannot be paid prior to approval of said agreement.
17 14.3 Public Information. Contractor shall disclose County as a funding source in all
18 public information and program materials developed in support of contracted services.
19 14.4 Non-Assignment. Neither party may assign its rights or delegate its obligations
20 under this Agreement without the prior written consent of the other party. Any transferee,
21 assignee or subcontractor will be subject to all applicable provisions of this Agreement, and all
22 applicable State and Federal regulations. Contractor shall be held primarily responsible by
23 County for the performance of any transferee, assignee or subcontractor unless otherwise
24 expressly agreed to in writing by County. The use of subcontractor by Contractor shall not
25 entitle Contractor to any additional compensation than provided for under this Agreement.
26 14.5 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
28 14.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
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1 County, California. Contractor consents to California jurisdiction for actions arising from or
2 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
3 brought and maintained in Fresno County.
4 14.7 Construction. The final form of this Agreement is the result of the parties' combined
5 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
6 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
7 against either party.
8 14.8 Days. Unless otherwise specified, "days" means calendar days.
9 14.9 Headings. The headings and section titles in this Agreement are for convenience
10 only and are not part of this Agreement.
11 14.10 Severability. If anything in this Agreement is found by a court of competent
12 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
13 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
14 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
15 intent.
16 14.11 Nondiscrimination. During the performance of this Agreement, the Contractor shall
17 not unlawfully discriminate against any employee or applicant for employment, or recipient of
18 services, because of race, religious creed, color, national origin, ancestry, physical disability,
19 mental disability, medical condition, genetic information, marital status, sex, gender, gender
20 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
21 all applicable State of California and federal statutes and regulation.
22 (A) Domestic Partners and Gender Identity. For State fund-funded contracts of
23 $100,000 or more, Contractor certifies that it complies with Public Contract Code Section
24 10295.3.
25 (B) Americans with Disabilities Act. Contractor shall comply with the Americans with
26 Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as
27 well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C.
28 12101 et seq.).
17
1 (C) Contractor shall include the non-discrimination and compliance provisions of this
2 section in all subcontracts to perform work under this Agreement.
3 14.12 Limited English Proficiency. Contractor shall provide interpreting and translation
4 services to persons participating in Contractor's services who have limited or no English
5 language proficiency, including services to persons who are deaf or blind. Interpreter and
6 translation services shall be provided as necessary to allow such participants meaningful
7 access to the programs, services and benefits provided by Contractor. Interpreter and
8 translation services, including translation of Contractor's "vital documents" (those documents
9 that contain information that is critical for accessing Contractor's services or are required by law)
10 shall be provided to participants at no cost to the participant. Contractor shall ensure that any
11 employees, agents, subcontractors, or partners who interpret or translate for a program
12 participant, or who directly communicate with a program participant in a language other than
13 English, demonstrate proficiency in the participant's language and can effectively communicate
14 any specialized terms and concepts peculiar to contractor's services.
15 14.13 Drug-Free Workplace Requirements. For purposes of this paragraph, Contractor
16 will be referred to as the "grantee". By drawing funds against this grant award, the grantee is
17 providing the certification that it is required by regulations implementing the Drug-Free
18 Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by
19 grantees that they will maintain a drug-free workplace. False certification or violation of the
20 certification shall be grounds for suspension of payments, suspension or termination of grants,
21 or government wide suspension or debarment. Contractor shall also comply with the
22 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section
23 8350 et seq.).
24 14.14 Grievances. Contractor shall establish procedures for handling client complaints
25 and/or grievances. Such procedures will include provisions for informing clients of their rights to
26 a State Hearing to resolve such issues when appropriate.
27 14.15 Lobbying and Political Activity. None of the funds provided under this Agreement
28 shall be used for publicity, lobbying or propaganda purposes designed to support or defeat
18
1 legislation pending in the Congress of the United States of America or the Legislature of the
2 State of California. Contractor shall not directly or indirectly use any of the funds under this
3 Agreement for any political activity or to further the election or defeat of any candidate for public
4 office.
5 14.16 Clean Air Act and the Federal Water Pollution Control Act. If the compensation
6 to be paid by the County under this Agreement exceeds One Hundred Fifty Thousand and
7 No/100 Dollars ($150,000) of Federal funding, Contractor agrees to comply with all applicable
8 standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q)
9 and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations
10 must be reported to the Federal awarding agency and the Regional Office of the Environmental
11 Protection Agency (EPA).
12 14.17 Procurement of Recovered Materials. If compensation to be paid by the County
13 under this Agreement is funded in whole or in part with Federal funding, In the performance of
14 this Agreement, Contractor shall comply with section 6002 of the Solid Waste Disposal Act, as
15 amended by the Resource Conservation and Recovery Act. The requirements of Section 6002
16 include procuring only items designated in guidelines of the Environmental Protection Agency
17 (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials
18 practicable, consistent with maintaining a satisfactory level of competition, where the purchase
19 price of the item exceeds Ten Thousand and No/100 dollars ($10,000) or the value of the
20 quantity acquired during the preceding fiscal year exceeded Ten Thousand and No/100 dollars
21 ($10,000); procuring solid waste management services in a manner that maximizes energy and
22 resource recovery; and establishing an affirmative procurement program for procurement of
23 recovered materials identified in the EPA guidelines.
24 14.18 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
25 of the Contractor under this Agreement on any one or more occasions is not a waiver of
26 performance of any continuing or other obligation of the Contractor and does not prohibit
27 enforcement by the County of any obligation on any other occasion.
28 14.19 Child Support Compliance Act. If compensation to be paid by the County under
19
1 this Agreement includes State funding in excess of One Hundred Thousand and No/100 dollars
2 ($100,000), the Contractor acknowledges in accordance with Public Contract Code 7110, that:
3 (A) Contractor recognizes the importance of child and family support obligations and
4 shall fully comply with all applicable state and federal laws relating to child and family
5 support enforcement, including, but not limited to, disclosure of information and
6 compliance with earnings assignment orders, as provided in Chapter 8 (commencing
7 with section 5200) of Part 5 of Division 9 of the Family Code; and
8 (B) Contractor to the best of its knowledge is fully complying with the earnings
9 assignment orders of all employees and is providing the names of all new employees to
10 the New Hire Registry maintained by the California Employment Development
11 Department.
12 14.20 Priority Hiring Considerations. If compensation to be paid by the County under this
13 Agreement includes State funding and services in excess of Two Hundred Thousand and
14 No/100 dollars ($200,000), Contractor shall give priority consideration in filling vacancies in
15 positions funded by the Agreement to qualified recipients of aid under Welfare and Institutions
16 Code Section 11200, in accordance with Public Contract Code Section 10353.
17 14.21 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
18 between the Contractor and the County with respect to the subject matter of this Agreement,
19 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
20 publications, and understandings of any nature unless those things are expressly included in
21 this Agreement. If there is any inconsistency between the terms of this Agreement without its
22 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
23 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
24 exhibits.
25 14.22 No Third-Party Beneficiaries. This Agreement does not and is not intended to
26 create any rights or obligations for any person or entity except for the parties.
27 14.23 Authorized Signature. The Contractor represents and warrants to the County that:
28 (A) The Contractor is duly authorized and empowered to sign and perform its
20
1 obligations under this Agreement.
2 (B) The individual signing this Agreement on behalf of the Contractor is duly
3 authorized to do so and his or her signature on this Agreement legally binds the
4 Contractor to the terms of this Agreement.
5 14.24 Electronic Signatures. The parties agree that this Agreement may be executed by
6 electronic signature as provided in this section.
7 (A) An "electronic signature" means any symbol or process intended by an individual
8 signing this Agreement to represent their signature, including but not limited to (1) a
9 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
10 electronically scanned and transmitted (for example by PDF document) version of an
11 original handwritten signature.
12 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
13 equivalent to a valid original handwritten signature of the person signing this Agreement
14 for all purposes, including but not limited to evidentiary proof in any administrative or
15 judicial proceeding, and (2) has the same force and effect as the valid original
16 handwritten signature of that person.
17 (C)The provisions of this section satisfy the requirements of Civil Code section
18 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
19 Part 2, Title 2.5, beginning with section 1633.1).
20 (D) Each party using a digital signature represents that it has undertaken and
21 satisfied the requirements of Government Code section 16.5, subdivision (a),
22 paragraphs (1) through (5), and agrees that each other party may rely upon that
23 representation.
24 (E) This Agreement is not conditioned upon the parties conducting the transactions
25 under it by electronic means and either party may sign this Agreement with an original
26 handwritten signature.
27 14.25 Counterparts. This Agreement may be signed in counterparts, each of which is an
28 original, and all of which together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Central California Legal Services, Inc. County of Fresno
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5 Michelle Kezirian, E&6cutive Director Nathan Magsig, Chairman of the Board of
2115 Kern Street, Suite 200 Supervisors of the County of Fresno
6 Fresno, CA 93721
Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 AW01, 1w,
Stacie Reimer, Secretary By:
10 Deputy
11 Mailing Address:
2115 Kern Street, Suite 200
12 Fresno, CA 93721
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14 For accounting use only:
15 Org No.: 56107001
Account No.: 7870
16 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
Scope of Services
ORGANIZATION: Central California Legal Services (CCLS)
SERVICES: Benefit Advocacy and Legal Services for Housing and
Disability Advocacy Program (HDAP) Participants
ADDRESS: 2115 Kern Street., Suite 200 Fresno CA. 93721
TELEPHONE: (559) 570 - 1224
CONTACT: Michelle Kezirian, Executive Director
CONTRACT PERIOD: September 10, 2024—June 30, 2025
July 1, 2025 —June 30, 2026 (Optional)
I. OVERVIEW OF SERVICES
The Housing and Disability Advocacy Program (HDAP) assists disabled individuals who are
experiencing homelessness or those at risk for homelessness who are likely eligible for disability
benefits by providing advocacy to disability benefits as well as housing support. CCLS will
support Fresno County, WestCare, and HDAP participants by providing services including but
not limited to: legal consultation, education, outreach, disability income benefits advocacy, and
training. CCLS will provide expert legal guidance to create strong disability benefit applications
by training WestCare Case Managers and Advocates on what the Social Security Administration
is looking for in disability applications. CCLS staff will train WestCare Case Managers and
Advocates on how to secure the appropriate supporting case documents. CCLS will review the
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 applicants on the step-by-step
process to obtain disability benefits. If the application is denied, CCLS will take over the claim
and advocate throughout the appeals 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.
• 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
A-1
Exhibit A
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).
II. 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 FTE (Full time equivalent) 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 DSS approval, based on the program's
needs.
III. CORE HDAP SERVICES (SUBRECIPIENT/CONTRACTOR RESPONSIBILITIES)
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.
B. Collaborate & Communicate with DSS, FMCoC, & Community Partners
CCLS 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:
• Training
o CCLS will provide monthly trainings to WestCare staff on how to build better
disability applications and increase the likelihood the application is accepted.
o Provide annual PII and Civil Rights training to staff and provide relevant verification
to the County of Fresno by April 1.
• Building Medical History
o CCLS will consult with WestCare on potential disability claims.
o CCLS will analyze the disability claim and advise WestCare on how to proceed.
o CCLS will educate WestCare advocates on how to strengthen the disability
application.
o CCLS will recommend any additional documents that would help strengthen the
care.
o CCLS will guide WestCare advocates on how to secure the required
documentation.
• Initial Application for Disability Benefits
o CCLS will conduct an initial meeting with the client have the client sign internal
documents:
■ Retainer
■ Attestation
■ Release of Information (ROI)
o CCLS will send signed ROI to WestCare for their records.
o CCLS will review applications prior to submission.
A-2
Exhibit A
o CCLS will provide disability representation to the clients.
• Disability Application Appeals
o CCLS will provide the services in the previous stages, as well as the following;
o CCLS will work with WestCare to obtain all the clients medical records, evidence,
and other materials needed to build a strong appeals case.
o CCLS will take over the case and provide disability advocacy and representation
to the client throughout the rest of the process.
IV. DSS RESPONSIBILITES
To monitor the services provided and provide and effective partnership, DSS will:
A. Meet with CCLS monthly, to coordinate services, resolve and issues or problems,
share relevant information, review invoices and monthly activity reports.
B. In addition to regular meetings, annual site visits will be conducted to observe on-site
activities and review client files.
V. 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 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.
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.
VI. EXPECTATIONS & OUTCOMES
Outcomes and expectations will be mutually determined between Contractor and the
DSS Director, or designee, by September 30, 2024.
A-3
Exhibit B
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.
BUDGET SUMMARY
ORGANIZATION: Central California Legal Services
SERVICES: Housing and Disability Advocacy Program
COMPLETE TERM: September 10, 2024 to June 30, 2025
July 01, 2025 to June 30, 2026 (Optional)
CONTRACT TOTAL: $845,591 Maximum Compensation
$384,360 September 10, 2024 - June 30, 2025
$461,231 July 01, 2025 - June 30, 2026 (Optional)
Eligible Expenses for September 10, 2024 -June 30, 2025
Case Management Services
Salaries
0.05 FTE Directing Attorney $ 4,676
1.00 FTE Staff Attorney $ 92,126
2.00 FTE Paralegal / Disability Advocate $ 89,840
1.00 FTE Legal Secretary $ 37,737
Benefits 33.28% $ 74,673.00
$ 299,052
Office Expenses
Rent and Utilities $ 17,343
Equipment $ 1,427
Office Supplies $ 5,225
Telephone $ 4,414
Program Travel $ 1,906
Training $ 3,197
Legal Subsciptions $ 2,100
Insurance $ 1,712
Court Fees $ 1,208
Audit $ 1,712
Program Services $ 1,433
Support Staff $ 5,661
Dues and Fees $ 1,353
Professional Services (Shredding, Janitorial, etc.) $ 1,675
$ 50,366
Indirect Costs
Indirect Costs 10% $ 34,942.00
$ 34,942.00
Total Maximum Compensation $ 384,360
*No more than 10% of the invoiced expenses can be claimed as Indirect.
B-1
Exhibit B
Eligible Expenses for July 01, 2025 - June 30, 2026
Case Management Services
Salaries
0.05 FTE Directing Attorney $ 5,611
1.00 FTE Staff Attorney $ 110,552
2.00 FTE Paralegal / Disability Advocate $ 107,808
1.00 FTE Legal Secretary $ 45,284
Benefits 33.28% $ 89,608
$ 358,863
Office Expenses
Rent and Utilities $ 20,812
Equipment $ 1,712
Office Supplies $ 6,270
Telephone $ 5,297
Program Travel $ 2,287
Training $ 3,836
Legal Subsciptions $ 2,520
Insurance $ 2,054
Court Fees $ 1,449
Audit $ 2,054
Program Services $ 1,720
Support Staff $ 6,793
Dues and Fees $ 1,624
Professional Services (Shredding, Janitorial, etc.) $ 2,010
$ 60,438
Indirect Costs
Indirect Costs 10% $ 41,930
$ 41,930
Total Maximum Compensation $ 461,231
*No more than 10% of the invoiced expenses can be claimed as Indirect.
B-2
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.
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 DSSContractinsurance(c�fresnocountyca.gov,
Attention: Contract Analyst.
(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
C-1
Exhibit C
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.
(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.
(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 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
C-2
Exhibit C
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.
C-3
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).
D-1
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:
D-2