HomeMy WebLinkAboutAgreement A-24-499 with Rising Social Strategies LLC.pdf Agreement No. 24-499
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 10, 2024 and is between
3 Rising Social Strategies LLC, a Limited Liability Corporation whose address is 6542 Gwin Road,
4 Oakland CA 94611 ,("Contractor"), and the County of Fresno, a political subdivision of the State
5 of California ("County").
6 Recitals
7 A. County, through its Department of Social Services (DSS), is in need of specialty
8 consultation services in Fresno County to address the needs of foster youth with high-level
9 needs and placement disruptions.
10 B. Contractor, through their multiple years of experience in child and family services,
11 integrated models of care and funding mechanisms, and consulting services, will help child
12 welfare staff address the complex needs of youth.
13 C. Contractor is willing and able to provide consultation services as needed by the County,
14 pursuant to the terms of this Agreement.
15 D. The County previously entered into a procurement agreement with the Contractor for
16 these services through Procurement Agreement No. 22-332, as amended, which has an
17 expiration date of September 30, 2024. This Agreement will supersede Procurement Agreement
18 No. 332; and
19 The parties therefore agree as follows:
20 Article 1
21 Contractor's Services
22 1.1 Scope of Services. The Contractor shall perform all of the services provided in
23 Exhibit A to this Agreement, titled "Scope of Services," and pursuant to the staffing patterns and
24 program expenses detailed in Exhibit B, titled "Compensation."
25 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
26 able to perform all of the services provided in this Agreement.
27 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
28 applicable federal, state, and local laws and regulations in the performance of its obligations
1
1 under this Agreement, including but not limited to workers compensation, labor, and
2 confidentiality laws and regulations.
3 Article 2
4 County's Responsibilities
5 2.1 The County shall meet all obligations provided in Exhibit A to this Agreement, titled
6 "Scope of Services."
7 Article 3
8 Compensation, Invoices, and Payments
9 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
10 the performance of its services under this Agreement as described in Exhibit B to this
11 Agreement, titled "Compensation."
12 3.2 The services provided by the Contractor under this Agreement are funded in whole
13 or in part by the State of California and/or the United States Federal government. In the event
14 that funding for these services is delayed by the State Controller or the Federal government, the
15 County may defer payment to the Contractor. The amount of the deferred payment shall not
16 exceed the amount of funding delayed to the County. The period of time of the deferral by the
17 County shall not exceed the period of time of the State Controller's or Federal government's
18 delay of payment to County plus forty-five (45) days.
19 3.3 To the extent permitted by State and Federal rules and regulations, advanced
20 payment of up to ten percent (10%) of the maximum compensation under this Agreement may
21 be requested of County by the Contractor. Advance payments shall be limited to implementation
22 costs for new and/or expanded services only. Approval of an advanced payment is at the sole
23 discretion of County's DSS Director or designee. If advanced payment occurs, the amount of
24 the advanced payment shall be deducted in equal installments from claims submitted during the
25 seventh through twelfth months of this Agreement.
26 3.4 Maximum Compensation. The maximum compensation payable to the Contractor
27 under this Agreement is Three Hundred Thousand and No/100 dollars ($300,000) for the full
28 term of this agreement. The County agrees to pay, and the Contractor agrees to receive,
2
1 compensation for the performance of it its services under this agreement as described in Exhibit
2 B to this Agreement, titled "Compensation." In no event shall compensation paid for services
3 performed under this Agreement be in excess of Three Hundred Thousand and No/100 dollars
4 ($300,000) during the term (as described in section 4.1 below) of this Agreement.
5 3.5 The Contractor acknowledges that the County is a local government entity, and does
6 so with notice that the County's powers are limited by the California Constitution and by State
7 law, and with notice that the Contractor may receive compensation under this Agreement only
8 for services performed according to the terms of this Agreement and while this Agreement is in
9 effect, and subject to the maximum amount payable under this section. The Contractor further
10 acknowledges that County employees have no authority to pay the Contractor except as
11 expressly provided in this Agreement.
12 3.6 Invoices. The Contractor shall submit monthly invoices in attention to Staff Analyst
13 to: DSSlnvoices(o)fresnocountyca.gov. The Contractor shall submit each invoice within 30 days
14 following the month in which expenses were incurred and services rendered, and in any case
15 within 60 days after the end of the term or termination of this Agreement. Contractor shall
16 submit invoices to the County each month with a detailed general ledger (GL), itemizing costs
17 incurred in the previous month, along with supporting documentation of costs. Failure to submit
18 GL reports and supporting documentation shall be deemed sufficient cause for County to
19 withhold payments until there is compliance, as further described in Section 3.7 herein.
20 Supporting documentation shall include but is not limited to receipts, invoices received, and
21 documented administrative /overhead costs. No reimbursement for services shall be made
22 until invoices, reports and outcomes are received, reviewed and approved by County's DSS.
23 Proof of payment may be required for certain funding streams and will be made available by the
24 Contractor as requested by the County.
25 3.7 Proof of payment may be required for certain funding streams and will be made
26 available by the Contractor as requested by the County.
27 3.8 Payment. The County shall pay each correctly completed and timely submitted
28 invoice within 45 days after receipt. If an invoice is incorrect or otherwise not in proper form or
3
1 detail, County's DSS Director or designee shall have the right to withhold payment as to only
2 that portion of the invoices that is incorrect or improper, after five (5) days prior written notice or
3 email correspondence to Contractor. The County shall remit any payment to the Contractor's
4 address specified in the invoice.
5 3.9 Incidental Expenses. The Contractor is solely responsible for all of its costs and
6 expenses that are not specified as payable by the County under this Agreement.
7 Article 4
8 Term of Agreement
9 4.1 Term. This Agreement is effective upon execution and terminates on June 30, 2026,
10 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
11 below.
12 4.2 Extension. The term of this Agreement may be extended for no more than one, one-
13 year period, and only upon written approval of both parties at least 30 days before the first day
14 of the next one-year extension period. The County's DSS Director or his or her designee is
15 authorized to sign the written approval on behalf of the County based on the Contractor's
16 satisfactory performance. The extension of this Agreement by the County is not a waiver or
17 compromise of any default or breach of this Agreement by the Contractor existing at the time of
18 the extension whether or not known to the County.
19 Article 5
20 Notices
21 5.1 Contact Information. The persons and their addresses having authority to give and
22 receive notices provided for or permitted under this Agreement include the following:
23 For the County:
Director of Department of Social Services
24 County of Fresno
205 W. Pontiac Way
25 Clovis, CA 93612
26
For the Contractor:
27 Principal
Rising Social Strategies
28 6542 Gwin Road
Oakland, CA 94611
4
1 5.2 Change of Contact Information. Either party may change the information in section
2 5.1 by giving notice as provided in section 5.3.
3 5.3 Method of Delivery. Each notice between the County and the Contractor provided
4 for or permitted under this Agreement must be in writing, state that it is a notice provided under
5 this Agreement, and be delivered either by personal service, by first-class United States mail, by
6 an overnight commercial courier service, by telephonic facsimile transmission, or by a Portable
7 Document Format (PDF) document attached to an email.
8 (A) A notice delivered by personal service is effective upon service to the recipient.
9 (B) A notice delivered by first-class United States mail is effective three County
10 business days after deposit in the United States mail, postage prepaid, addressed to the
11 recipient.
12 (C)A notice delivered by an overnight commercial courier service is effective one
13 County business day after deposit with the overnight commercial courier service,
14 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
15 the recipient.
16 (D)A notice delivered by telephonic facsimile transmission or by PDF document
17 attached to an email is effective when transmission to the recipient is completed (but, if
18 such transmission is completed outside of County business hours, then such delivery is
19 deemed to be effective at the next beginning of a County business day), provided that
20 the sender maintains a machine record of the completed transmission.
21 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
22 nothing in this Agreement establishes, waives, or modifies any claims presentation
23 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
24 of Title 1 of the Government Code, beginning with section 810).
25 1H
26 1H
27 1H
28 1H
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County or Contractor may terminate this Agreement by giving at least 30 days advance written
24 notice to the Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor of any monies disbursed to the
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1 Contractor under this Agreement that, in the County's sole judgment, were not expended in
2 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
3 demand. This section survives the termination of this Agreement.
4 Article 7
5 Independent Contractor
6 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
7 agents, employees, and volunteers, is at all times acting and performing as an independent
8 Contractor in an independent capacity, and not as an officer, agent, servant, employee, joint
9 venturer, partner, or associate of the County.
10 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
11 manner or method of the Contractor's performance under this Agreement, but the County may
12 verify that the Contractor is performing according to the terms of this Agreement.
13 7.3 Benefits. Because of its status as an independent Contractor, the Contractor has no
14 right to employment rights or benefits available to County employees. The Contractor is solely
15 responsible for providing to its own employees all employee benefits required by law. The
16 Contractor shall save the County harmless from all matters relating to the payment of
17 Contractor's employees, including compliance with Social Security withholding and all related
18 regulations.
19 7.4 Services to Others. The parties acknowledge that, during the term of this
20 Agreement, the Contractor may provide services to others unrelated to the County.
21 Article 8
22 Indemnity and Defense
23 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
24 County (including its officers, agents, employees, and volunteers) against all claims, demands,
25 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
26 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
27 the performance or failure to perform by the Contractor (or any of its officers, agents,
28 subcontractors, or employees) under this Agreement. The County may conduct or participate in
7
1 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
2 defend the County.
3 8.2 Survival. This Article 8 survives the termination of this Agreement.
4 Article 9
5 Insurance
6 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
7 Agreement.
8 Article 10
9 Inspections, Audits, Record Maintenance, and Public Records
10 10.1 Inspection of Documents. The Contractor shall make available to the County, and
11 the County may examine at any time during business hours and as often as the County deems
12 necessary, all of the Contractor's records and data with respect to the matters covered by this
13 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
14 request by the County, permit the County to audit and inspect all of such records and data to
15 ensure the Contractor's compliance with the terms of this Agreement.
16 10.2 State Audit Requirements. If the compensation to be paid by the County under this
17 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
18 California State Auditor, as provided in Government Code section 8546.7, for a period of three
19 years after final payment under this Agreement. This section survives the termination of this
20 Agreement.
21 10.3 Single Audit Clause. If Contractor expends Seven Hundred Fifty Thousand Dollars
22 ($750,000) or more in Federal and Federal flow-through monies annually, Contractor agrees to
23 conduct an annual audit in accordance with the requirements of the Single Audit Standards as
24 set forth in Office of Management and Budget (OMB) Title 2 of the Code of Federal Regulations
25 Part 200. Contractor shall submit said audit and management letter to County. The audit must
26 include a statement of findings or a statement that there were no findings. If there were negative
27 findings, Contractor must include a corrective action signed by an authorized individual.
28 Contractor agrees to take action to correct any material non-compliance or weakness found as
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1 a result of such audit. Such audit shall be delivered to County's DSS, Administration, for review
2 within nine (9) months of the end of any fiscal year in which funds were expended and/or
3 received for the program. Failure to perform the requisite audit functions as required by this
4 Agreement may result in County performing the necessary audit tasks, or at County's option,
5 contracting with a public accountant to perform said audit, or, may result in the inability of
6 County to enter into future agreements with Contractor. All audit costs related to this Agreement
7 are the sole responsibility of Contractor.
8 10.4 Program Audit Requirements. A single audit report is not applicable if all
9 Contractor's Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars
10 ($750,000) requirement or Contractor's funding is through Drug related Medi-Cal. If a single
11 audit is not applicable, a program audit must be performed and a program audit report with
12 management letter shall be submitted by Contractor to County as a minimum requirement to
13 attest to Contractor's solvency. Said audit report shall be delivered to County's DSS,
14 Administration, for review no later than nine (9) months after the close of the fiscal year in which
15 the funds supplied through this Agreement are expended. Failure to comply with this Act may
16 result in County performing the necessary audit tasks or contracting with a qualified accountant
17 to perform said audit. All audit costs related to this Agreement are the sole responsibility of
18 Contractor who agrees to take corrective action to eliminate any material noncompliance or
19 weakness found as a result of such audit. Audit work performed by County under this paragraph
20 shall be billed to the Contractor at County cost, as determined by County's Auditor-
21 Controller/Treasurer-Tax Collector.
22 10.5 Record Establishment and Maintenance. Contractor shall establish and maintain
23 records in accordance with those requirements prescribed by County, with respect to all matters
24 covered by this Agreement. Contractor shall retain all fiscal books, account records and client
25 files for services performed under this Agreement for at least five (5) years from date of final
26 payment under this Agreement or until all State and Federal audits are completed for that fiscal
27 year, whichever is later.
28
9
1 (A) Cost Documentation. Contractor agrees to maintain records to verify costs under
2 this Agreement including a General Ledger, properly executed payrolls, time records,
3 invoices, vouchers, orders, proof of payment, and any other accounting documents
4 pertaining in whole or in part to this Agreement and they shall be clearly identified and
5 readily accessible. The support documentation must indicate the line budget account
6 number to which the cost is charged.
7 (B) Service Documentation. Contractor agrees to maintain records to verify services
8 under this Agreement including names and addresses of clients served, if applicable,
9 and the dates of service and a description of services provided on each occasion. These
10 records and any other documents pertaining in whole or in part to this Agreement shall
11 be clearly identified and readily accessible.
12
(C) County shall notify Contractor in writing within thirty (30) days of any potential
13
State or Federal audit exception discovered during an examination. Where findings
14
indicate that program requirements are not being met and State or Federal participation
15
in this program may be imperiled in the event that corrections are not accomplished by
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Contractor within thirty (30) days of receipt of such notice from County, written
17
notification thereof shall constitute County's intent to terminate this Agreement.
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10.6 Public Records. The County is not limited in any manner with respect to its public
19
disclosure of this Agreement or any record or data that the Contractor may provide to the
20
County. The County's public disclosure of this Agreement or any record or data that the
21
Contractor may provide to the County may include but is not limited to the following:
22
(A) The County may voluntarily, or upon request by any member of the public or
23
governmental agency, disclose this Agreement to the public or such governmental
24
agency.
25
(B) The County may voluntarily, or upon request by any member of the public or
26
governmental agency, disclose to the public or such governmental agency any record or
27
data that the Contractor may provide to the County, unless such disclosure is prohibited
28
by court order.
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1 (C)This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure under the Ralph M. Brown Act (California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
4 (D)This Agreement, and any record or data that the Contractor may provide to the
5 County, is subject to public disclosure as a public record under the California Public
6 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
7 with section 6250) ("CPRA").
8 (E) This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure as information concerning the conduct of the
10 people's business of the State of California under California Constitution, Article 1,
11 section 3, subdivision (b).
12 (F) Any marking of confidentiality or restricted access upon or otherwise made with
13 respect to any record or data that the Contractor may provide to the County shall be
14 disregarded and have no effect on the County's right or duty to disclose to the public or
15 governmental agency any such record or data.
16 (G) Notwithstanding sections A-F above, any information protected by law shall not
17 be subject to public disclosure.
18 10.7 Public Records Act Requests. If the County receives a written or oral request
19 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
20 and which the County has a right, under any provision of this Agreement or applicable law, to
21 possess or control, then the County may demand, in writing, that the Contractor deliver to the
22 County, for purposes of public disclosure, the requested records that may be in the possession
23 or control of the Contractor. Within five business days after the County's demand, the
24 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
25 possession or control, together with a written statement that the Contractor, after conducting a
26 diligent search, has produced all requested records that are in the Contractor's possession or
27 control, or (b) provide to the County a written statement that the Contractor, after conducting a
28 diligent search, does not possess or control any of the requested records. The Contractor shall
11
1 cooperate with the County with respect to any County demand for such records. If the
2 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
3 CPRA or other applicable law, it must deliver the record or data to the County and assert the
4 exemption by citation to specific legal authority within the written statement that it provides to
5 the County under this section. The Contractor's assertion of any exemption from disclosure is
6 not binding on the County, but the County will give at least 10 days' advance written notice to
7 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
8 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
9 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
10 failure to produce any such records, or failure to cooperate with the County with respect to any
11 County demand for any such records.
12 Article 11
13 Disclosure of Self-Dealing Transactions and Conflict of Interest
14 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
15 or changes its status to operate as a corporation.
16 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
17 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
18 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
19 the County before commencing the transaction or immediately after.
20 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
21 a party and in which one or more of its directors, as an individual, has a material financial
22 interest.
23 11.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
24 function or responsibility for planning and carrying out of the services provided under this
25 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
26 addition, no employee of the County shall be employed by the Contractor under this Agreement
27 to fulfill any contractual obligations with the County. The Contractor shall comply with all
28 Federal, State of California and local conflict of interest laws, statutes and regulations, which
12
1 shall be applicable to all parties and beneficiaries under this Agreement and any officer,
2 employee or agent of the County.
3 Article 12
4 Confidentiality and Data Security
5
12.1 Conformance with Laws: All services performed by Contractor under this Agreement
6
shall be in strict conformance with all applicable Federal, State of California and/or local laws
7
and regulations relating to confidentiality. For the purpose of preventing the potential loss,
8
misappropriation or inadvertent disclosure of County data including sensitive or personal client
9
information; abuse of County resources; and/or disruption to County operations, individuals
10
and/or agencies that enter into a contractual relationship with County for the purpose of
11
providing services under this Agreement must employ adequate data security measures to
12 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
16
when authorized by County for telecommuting and then only if virus protection software
17
currency agreements are in 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
20
authorization from County's Chief Information Officer or their designee. Data must be
21 stored on a secure server approved by County and transferred by means of a VPN
22
(Virtual Private Network) connection, or another type of secure connection of this type if
23
any data is approved to be transferred.
24
(C) County-Owned Computer Equipment— Contractor or anyone having an
25
employment relationship with County may not use County computers or computer
26
peripherals on non-County premises without prior authorization from County's Chief
27
Information Officer or their designee.
28
(D) Contractor may not store County's private, confidential or sensitive data on any
13
1
hard-disk drive.
2
(E) Contractor is responsible to employ strict controls to ensure the integrity and
3
security of County's confidential information and to prevent unauthorized access to data
4
maintained in computer files, program documentation, data processing systems, data
5
files and data processing equipment which stores or processes County data internally
6
and externally.
7
(F) Confidential client information transmitted to one party by the other by means of
8
electronic transmissions must be encrypted according to Advanced Encryption
9 Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be
10
utilized.
11
(G)Contractor is responsible to immediately notify County of any breaches or
12
potential breaches of security related to County's confidential information, data
13
maintained in computer files, program documentation, data processing systems, data
14
files and data processing equipment which stores or processes County data internally or
15
externally.
16 (H) Contractor shall require its subcontractors to comply with the provisions of this
17
Data Security section.
18 Article 13
19 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-
20 Lower Tier Covered Transactions.
21 13.1 County and Contractor recognize that Contractor is a recipient of State or Federal
22 assistance funds under the terms of this Agreement. By signing this Agreement, Contractor
23 agrees to comply with applicable Federal suspension and debarment regulations, including but
24 not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549. By
25 signing this Agreement, Contractor attests to the best of its knowledge and belief, that it and its
26 principals:
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28
14
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) in all lower tier covered transactions and in all
15 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://sam.gov/SAM/.
19 13.4 The certification in Article Thirteen (13) of this Agreement is a material representation
20 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 6, "Termination and Suspension," this
24 Agreement may not be modified, and no waiver is effective, except by written consent by both
25 parties. The Contractor acknowledges that County employees have no authority to modify this
26 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 10% of the maximum annual compensation payable to the Contractor may be
15
1 made with the written approval of County's DSS Director or their designee. Said
2 modifications shall not result in any changes to the maximum compensation amount
3 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.
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1 14.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 14.7 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 14.8 Days. Unless otherwise specified, "days" means calendar days.
10 14.9 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 14.10 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 14.11 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 (A) Domestic Partners and Gender Identity. For State fund-funded contracts of
24 $100,000 or more, Contractor certifies that it complies with Public Contract Code Section
25 10295.3.
26 (B) Americans with Disabilities Act. Contractor shall comply with the Americans with
27 Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as
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1 well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C.
2 12101 et seq.).
3 (C) Contractor shall include the non-discrimination and compliance provisions of this
4 section in all subcontracts to perform work under this Agreement.
5 14.12 Limited English Proficiency. Contractor shall provide interpreting and translation
6 services to persons participating in Contractor's services who have limited or no English
7 language proficiency, including services to persons who are deaf or blind. Interpreter and
8 translation services shall be provided as necessary to allow such participants meaningful
9 access to the programs, services and benefits provided by Contractor. Interpreter and
10 translation services, including translation of Contractor's "vital documents" (those documents
11 that contain information that is critical for accessing Contractor's services or are required by law)
12 shall be provided to participants at no cost to the participant. Contractor shall ensure that any
13 employees, agents, subcontractors, or partners who interpret or translate for a program
14 participant, or who directly communicate with a program participant in a language other than
15 English, demonstrate proficiency in the participant's language and can effectively communicate
16 any specialized terms and concepts peculiar to contractor's services.
17 14.13 Drug-Free Workplace Requirements. For purposes of this paragraph, Contractor
18 will be referred to as the "grantee". By drawing funds against this grant award, the grantee is
19 providing the certification that it is required by regulations implementing the Drug-Free
20 Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by
21 grantees that they will maintain a drug-free workplace. False certification or violation of the
22 certification shall be grounds for suspension of payments, suspension or termination of grants,
23 or government wide suspension or debarment. Contractor shall also comply with the
24 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section
25 8350 et seq.).
26 14.14 Grievances. Contractor shall establish procedures for handling client complaints
27 and/or grievances. Such procedures will include provisions for informing clients of their rights to
28 a State Hearing to resolve such issues when appropriate.
18
1 14.15 Lobbying and Political Activity. None of the funds provided under this Agreement
2 shall be used for publicity, lobbying or propaganda purposes designed to support or defeat
3 legislation pending in the Congress of the United States of America or the Legislature of the
4 State of California. Contractor shall not directly or indirectly use any of the funds under this
5 Agreement for any political activity or to further the election or defeat of any candidate for public
6 office.
7 14.16 Clean Air Act and the Federal Water Pollution Control Act. If the compensation
8 to be paid by the County under this Agreement exceeds One Hundred Fifty Thousand and
9 No/100 Dollars ($150,000) of Federal funding, Contractor agrees to comply with all applicable
10 standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q)
11 and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations
12 must be reported to the Federal awarding agency and the Regional Office of the Environmental
13 Protection Agency (EPA).
14 14.17 Procurement of Recovered Materials. If compensation to be paid by the County
15 under this Agreement is funded in whole or in part with Federal funding, In the performance of
16 this Agreement, Contractor shall comply with section 6002 of the Solid Waste Disposal Act, as
17 amended by the Resource Conservation and Recovery Act. The requirements of Section 6002
18 include procuring only items designated in guidelines of the Environmental Protection Agency
19 (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials
20 practicable, consistent with maintaining a satisfactory level of competition, where the purchase
21 price of the item exceeds $10,000 or the value of the quantity acquired during the preceding
22 fiscal year exceeded $10,000; procuring solid waste management services in a manner that
23 maximizes energy and resource recovery; and establishing an affirmative procurement program
24 for procurement of recovered materials identified in the EPA guidelines.
25 14.18 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this Agreement on any one or more occasions is not a waiver of
27 performance of any continuing or other obligation of the Contractor and does not prohibit
28 enforcement by the County of any obligation on any other occasion.
19
1 14.19 Child Support Compliance Act. If compensation to be paid by the County under
2 this Agreement includes State funding in excess of$100,000, the Contractor acknowledges in
3 accordance with Public Contract Code 7110, that:
4 (A) Contractor recognizes the importance of child and family support obligations and
5 shall fully comply with all applicable state and federal laws relating to child and family
6 support enforcement, including, but not limited to, disclosure of information and
7 compliance with earnings assignment orders, as provided in Chapter 8 (commencing
8 with section 5200) of Part 5 of Division 9 of the Family Code; and
9 (B) Contractor to the best of its knowledge is fully complying with the earnings
10 assignment orders of all employees and is providing the names of all new employees to
11 the New Hire Registry maintained by the California Employment Development
12 Department.
13 14.20 Priority Hiring Considerations. If compensation to be paid by the County under this
14 Agreement includes State funding and services in excess of$200,000, Contractor shall give
15 priority consideration in filling vacancies in positions funded by the Agreement to qualified
16 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public
17 Contract Code Section 10353.
18 14.21 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
19 between the Contractor and the County with respect to the subject matter of this Agreement,
20 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
21 publications, and understandings of any nature unless those things are expressly included in
22 this Agreement. Upon execution of this Agreement, this Agreement supersedes Procurement
23 Agreement No. 22-332, as amended. If there is any inconsistency between the terms of this
24 Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be
25 resolved by giving precedence first to the terms of this Agreement without its exhibits, and then
26 to the terms of the exhibits.
27 14.22 No Third-Party Beneficiaries. This Agreement does not and is not intended to
28 create any rights or obligations for any person or entity except for the parties.
20
1 14.23 Authorized Signature. The Contractor represents and warrants to the County that:
2 (A) The Contractor is duly authorized and empowered to sign and perform its
3 obligations under this Agreement.
4 (B) The individual signing this Agreement on behalf of the Contractor is duly
5 authorized to do so and his or her signature on this Agreement legally binds the
6 Contractor to the terms of this Agreement.
7 14.24 Electronic Signatures. The parties agree that this Agreement may be executed by
8 electronic signature as provided in this section.
9 (A) An "electronic signature" means any symbol or process intended by an individual
10 signing this Agreement to represent their signature, including but not limited to (1) a
11 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
12 electronically scanned and transmitted (for example by PDF document) version of an
13 original handwritten signature.
14 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
15 equivalent to a valid original handwritten signature of the person signing this Agreement
16 for all purposes, including but not limited to evidentiary proof in any administrative or
17 judicial proceeding, and (2) has the same force and effect as the valid original
18 handwritten signature of that person.
19 (C)The provisions of this section satisfy the requirements of Civil Code section
20 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
21 Part 2, Title 2.5, beginning with section 1633.1).
22 (D) Each party using a digital signature represents that it has undertaken and
23 satisfied the requirements of Government Code section 16.5, subdivision (a),
24 paragraphs (1) through (5), and agrees that each other party may rely upon that
25 representation.
26 (E) This Agreement is not conditioned upon the parties conducting the transactions
27 under it by electronic means and either party may sign this Agreement with an original
28 handwritten signature.
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1 14.25 Counterparts. This Agreement may be signed in counterparts, each of which is an
2 original, and all of which together constitute this Agreement.
3 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Rising Social Strategies LLC County OF FRESNO
3
5 Ken Berrick, Pririclp6l Nathan Magsig, Chairman of the Board of
6 6542 Gwin Road Supervisors of the County of Fresno
Oakland, CA 94611 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.:56107480
Account No.: 7870
13 Fund No.: 0001
Subclass No.:10000
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Exhibit A
Page 1 of 2
Scope of Services
Consultant: Rising Social Strategies, LLC
Services: Child Welfare Consultation Services regarding High Level Needs and
Difficult to Place Youth in Out-of- Home Care
Contact: Ken Berrick, Principal
Phone/Email: 510-507-4488/ken.berrick@gmail.com
Contract Period: Upon Execution —June 30, 2026,with one(1) optional 12-month
extension.
Max Contract Amount: $300,000.00
Background
Ken Berrick is the Principal Consultant of Rising Social Strategies and has a longstanding history of
working with high needs youth,families, and Fresno County's Department of Social Services. Mr. Berrick
is a founder of Seneca Family of Agencies (established 1985), an agency dedicated to serving children and
their families through comprehensive continuum of mental health,education, and child welfare/juvenile
justice programs. In 2010, Mr. Berrick co-authored Unconditional Care, a publication documenting
Seneca's treatment model for working with youth with intensive needs through relational, behavioral,
and ecological streams of assessment and intervention. In 2021, Mr. Berrick founded Just Advocates, an
organization dedicated to providing individualized support to children and solutions that advance the
interest of children and families. Mr. Berrick is active in leading and advocating for policy developments
that serve the best interests of youth involved in the child welfare system.
Summary of Services
Mr. Berrick shall act as a subject matter expert to the Department of Social Services (DSS), related to the
needs of children and youth in out-of-home placements who are hard to place and have high level
needs.
Mr. Berrick shall act as a consultant to the DSS, as requested,to assist in meeting the needs of high need
youth,that are involved in the DSS' child welfare system and are in out-of-home placements.The overall
goal is to assist in the stabilization of high risk youth, support staff to positively engage with these youth,
and ultimately to achieve an optimal long-term placement.
Mr. Berrick will provide consultation to child welfare staff, particularly staff located at Mod C, on youth
admitted to the facility. Mr. Berrick will also provide consultation to other department staff as needed.
Mr. Berrick will meet with supervisors and management staff to provide updates on service provision
and work within the department. Mr. Berrick shall submit a monthly report to DSS that details actual
hours provided and consultation provided. DSS shall develop the required monthly report.
Exhibit A
Page 2 of 2
Specific consulting services to the County include, but are not limited to:
• Reviewing current resources to support high needs youth
• Reviewing specific high needs youth cases
• Suggesting internal and external program alternatives
• Reviewing,with the County, options for the development of programs to support youth with
specific and/or high needs, and
• Assisting the County in linking systems toward a coordinated care approach
Service Hours
Mr. Berrick will provide services as needed and determined by DSS. A maximum of 1,016.9 hours over
the course of the contract term is authorized. Actual hours will vary based on DSS needs, and it is
understood that there is no guarantee of a minimum number of hours that DSS will access Mr. Berrick's
services. Billable hours will include on and off-site consultation and activities directly associated with
DSS needs.
Communication
DSS will designate a primary program liaison to oversee and monitor activities.
Exhibit B
Page 1 of 1
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.
ORGANIZATION: Rising Social Strategies LLC
SERVICES: Child Welfare Consultation Services regarding High Level Needs and Difficult to
Place Youth in Out-of-Home Care
CONTRACT PERIOD: Upon Execution through June 30 2026, with one (1) optional 12-month
extension.
CONTRACT TOTAL: $300,000
Term Hourly Rate Maximum Hours Maximum
Compensation
Upon Execution- June $295 1016.9 $300,000
301h 2026, with one (1)
optional extension.
Budget Narrative:
Unit of Service is inclusive of all costs associated with the provision of services. Submitted
invoices shall include itemized detail of billed hours. Daily billable hours will not exceed actual
hours involved or a maximum of 8 hours for full day. Rising Social Strategies may also bill for
15-minute increments, at $73.75, dependent on DSS need.
Exhibit C
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).
C-1
Exhibit C
(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:
C-2
Exhibit D
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 One Million
Dollars ($1,000,000). 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 SSContractinsurance(a)-fresnocountyca.gov,
Attention: Contract Analyst.
D-1
Exhibit D
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(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.
D-2
Exhibit D
(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.
D-3