HomeMy WebLinkAboutFresno County Superintendent of Schools-Home Visitation Network_A-25-434.pdf COtj County of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
601 Board of Supervisors 93721-2198
O� 1$56 0 Telephone: (559)600-3529
FRV,t' Minute Order Toll Free: 1-800-742-1011
www.fresnocountyca.gov
August 19, 2025
Present: 5- Vice Chairman Garry Bredefeld, Supervisor Luis Chavez, Supervisor Nathan Magsig,
Chairman Buddy Mendes, and Supervisor Brian Pacheco
Agenda No. 50. Public Health File ID: 25-0680
Re: Approve and authorize the Chairman to execute a retroactive revenue Agreement with Fresno County
Superintendent of Schools for the participation in the organized Home Visitation Network, effective July
1, 2025,through June 30, 2026,total not to exceed $20,000
PRIOR TO BOARD DISCUSSION,SUPERVISOR MAGSIG RECUSED HIMSELF UNDER THE
LEVINE ACT.A MOTION WAS MADE BY VICE CHAIRMAN BREDEFELD,SECONDED BY
SUPERVISOR CHAVEZ,THAT THIS MATTER BE APPROVED AS RECOMMENDED.THE MOTION
CARRIED BY THE FOLLOWING VOTE:
Ayes: 4- Bredefeld, Chavez, Mendes, and Pacheco
Recuse: 1 - Magsig
Agreement No. 25-434
County of Fresno Page 51
co
Board Agenda Item 50
O 1856 O
FRE`'�
DATE: August 19, 2025
TO: Board of Supervisors
SUBMITTED BY: Joe Prado, Interim Director, Department of Public Health
SUBJECT: Retroactive Revenue Agreement with Fresno County Superintendent of Schools
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute a retroactive revenue Agreement with Fresno
County Superintendent of Schools for the participation in the organized Home Visitation Network,
effective July 1, 2025, through June 30, 2026, total not to exceed $20,000.
There is no Net County Cost associated with the recommended action. Approval of the recommended
action will provide the Department of Public Health (Department)with $20,000 from the Fresno County
Superintendent of Schools (FCSS)to participate in the organized Home Visitation Network(HVN) under the
FCSS Cradle to Career(C2C). The proposed Agreement will support cross-program services coordination
and integration utilizing the HVN. The work will further support integrated information data sharing activities
that will serve to evaluate the benefits of home visitation services and the outcomes across service sectors.
This item has a countywide impact.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended action, the
Department would be unable to accept the funds and participate in the integrated information data sharing
activities of the HVN, which evaluates the benefits of home visitation services and service outcomes across
service sectors.
RETROACTIVE AGREEMENT:
The recommended agreement is retroactive to July 1, 2025. The recommended agreement was received
from FCSS on May 30, 2025. The time required to prepare and review the recommended agreement did not
allow presentation to your Board at an earlier date.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action. The maximum amount
of funding from FCSS for the County's participation is$20,000. The payment will be made through two
invoices of 50% ($10,000) each. Sufficient appropriations and estimated revenues are included in the
Department's Org 5620 FY 2025-26 Recommended Budget.
DISCUSSION:
On November 29, 2022, the Board approved a retroactive revenue agreement with FCSS for the Home
Visitation Support and Referral System Screener for assessing incoming referrals for network dissemination
County of Fresno page I File Number.25-0680
File Number:25-0680
and care coordination. On November 28, 2023, the Board approved a retroactive revenue agreement with
FCSS for the participation in the organized Home Visitation Network. On January 28, 2025, your Board
approved a retroactive revenue agreement with FCSS to continue the County's participation in the organized
Home Visitation Network. Over the last four years, the Department and Exceptional Parents Unlimited (EPU)
have worked together with FCSS to successfully build a foundation of coordinated work and established a
baseline of data outcomes. While most communities across California are struggling to track data beyond
activity, the County has been able to report on the connection of work completed, reducing pre-term births,
maternal depression, and sharing a more exact percentage of necessary developmental screening referrals.
The agreement is funded by FCSS C2C for the County's participation in the organized HVN, which includes
monthly meetings, trainings, building on the data baseline established between 2021 through March 2025,
and impact results at a de-identified person level. The Agreement will support cross-program services
coordination and integration utilizing the HVN.
Approval of the recommended agreement will allow the Department to accept the funds from FCSS to
participate in the HVN and further support cross-program services coordination and integration. The
recommended agreement deviates from the County's standard service agreement as the recommended
agreement contains mutual indemnification language.
REFERENCE MATERIAL:
BAI #52, January 28, 2025
BAI #67, November 28, 2023
BAI #48, November 29, 2022
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with FCSS
CAO ANALYST:
Ron Alexander
County of Fresno page 2 File Number.25-0680
Agreement No. 25-434
OCO&I. CONTRACTOR-PROVIDED SERVICES AGREEMENT
r'- ("Agreement")
r�J Legal Doc./Contract No. of this signed Agreement(Legal use only):
COVER
Program/Event: Home Visitation Network
CONTRACTOR
County of Fresno ("Contractor") DBA(leave blank if none):
Attn: Ge Vue, Director of Public Health Nursing
1221 Fulton St.
Fresno, State 93721
Phone: (559)600-3330
Email: gevue@fresnocountyca.gov
( FCSS
Fresno County Superintendent of Schools("FCSS") ADDRESS FOR INVOICE TO FCSS:All
Attn: Linda Gleason, Director invoices to FCSS shall be addressed to the
Dept.: Cradle To Career attention of Internal Business
Fresno County Office of Education Services-Accounts Payable, Office of
1111 Van Ness Ave Fresno County Superintendent of Schools,
Fresno, CA 93721 1111 Van Ness Ave, Fresno,CA 93721
Phone: (559)265-300
Email: Igleason@fcoe.org
CONTRACT TERM(see§3.1) TERMINATION DURING CONTRACT TERM(see§3.2)
"Effective Date": July 1, 2025 Ground for Termination(mark one): _With cause
"Termination Date": June 30, 2026 X With or without
cause
"Notice Period": At least 30 days before the effective
date of termination of this Agreement
CONTRACT AMOUNT, INVOICE, AND PAYMENT (see Art. 2). Contractor shall invoice FCSS and FCSS
shall pay Contractor the Contract Amount pursuant to the Payment Schedule stated below (mark one and
complete as indicated):
A. Fixed Installment: $ per month/quarter/year, the sum of all payments shall equal the"Contract
Amount"of $ . Contractor shall submit each invoice to FCSS monthly/quarterly/yearly by no later
than the 15th day of the month immediately following the last day of the period for which Contractor
requests payment.
_B. Rate/Not-To-Exceed Contract Amount.Services that Contractor performs in accordance with this
Agreement,to be billed at$ per hour in 15 minute increments OR pursuant to the rates set forth in
Exhibit 1 and the sum of which shall not exceed the"Contract Amount'of$ . Contractor shall
submit each invoice to FCSS monthly/quarterly/yearly by no later than the 15th day of the month
immediately following the last day of the period for which Contractor requests payment.
_C. Entire Contract Amount/Completion Of All Services: Entire"Contract Amount"of $ Contractor
shall submit the invoice to FCSS within 30 days of the date on which Contractor completed all Services in
accordance with this Agreement.
X D. Other/Specified Amount, Paid Periodically: The"Contract Amount'$20,000 will be paid as follows:
Invoice for$10,000 on August 1, 2025, and May 29, 2026. Payment will be processed upon receipt of
Insurance Certificate, and TB Certificate .Contractor shall submit each invoice to FCSS within 30 days of
the date on which Contractor has completed, in accordance with this Agreement, the Services for which
Contractor requests payment.
Invoice and"Payment Schedule": Each invoice shall comply with Section 2.2 and must be received and
approved by FCSS before Contractor may receive any payment under this Agreement. It A. B. or U is marked
above, FCSS shall pay Contractor within 30 days after Contractor has completed, in accordance with this
Doc#10903-25,rev.0812023 Page 11
Agreement, the Services required of Contractor for the period for which Contractor requests payment. If C is
marked above, FCSS shall pay Contractor within 30 days after Contractor has completed, in accordance with
this Agreement, all Services required of Contractor.
_ PREVAILING WAGE(mark if a portion or all of the Services are subject to the payment of prevailing wages):A portion
or all of the Services that Contractor will provide under this Agreement are subject to the payment,
monitoring, and enforcement of prevailing wages. The Prevailing Wage Work Addendum (General/
Standard Services Agreement) is attached hereto and constitutes a part of this Agreement. NOTE: If
prevailing wage work is marked here, FCSS' Facilities & Operations shall complete and attach the
Prevailing Wage Work Addendum(General/Standard Services Agreement).
CONTRACTOR OBLIGATIONS. Unless specifically stated otherwise on this Cover, Contractor shall provide
all labor, materials, supplies, equipment, and transportation necessary to perform all obligations required of
Contractor as set forth elsewhere in this Agreement and the following"Services":
A. What Services will Contractor provide: Services Contractor will provide: Will actively participate in the
organized Fresno County Home Visitation Network (HVN) including monthly meetings and trainings and
provide data electronically. Data provided by the service contractor includes Home Visitation impact
results at a de-identified person level (e.g. maternal depression, pre-term births) as informed by the HVN
project coordinator. Building on the data baseline between 2021-March 2025, provide data directly to the
electronic HVN database via input or electronic transfer that includes impact results at a de-identified
person level on a quarterly basis as identified (July 15, 2025, October 15, 2025, January 15, 2026, April
15, 2026) and an adjusted annual organizational report. An annual report is due no later than June 30,
2026.
B. When will Contractor provide the Services(mark one and complete as indicated):
_ Date Determined—Contractor will perform the Services on(state specific date(s)): The Parties'staff
may mutually change any specified date if the new date is within the Contract Term and there is no
change to the Contract Amount.
X_ Date to Be Determined—The Parties'staff will coordinate and schedule the particular date(s)on
which Contractor shall perform the Services,which date(s)shall be within the Contract Term.
C. Where will Contractor provide the Services (state full address): 1221 Fulton St, Fresno, CA 93721 The
Parties'staff may mutually change the location if there is no change to the Contract Amount.
D. Full name of Contractor staff who must perform the Services(leave blank if none designated):
_ SUBCONTRACTOR DESIGNATION (mark if contractor will use any subcontractor to perform any of the Services):
Contractor is subcontracting with one or more subcontractors to perform a portion of the Services.
Contractor has listed each subcontractor on the Subcontractor Designation Form, which is attached and
constitutes a part of this Agreement. NOTE: if subcontractor designation is marked here, the FCSS
department listed above shall provide the Subcontractor Designation Form to Contractor for Contractor to
complete and return to the department.
FCSS OBLIGATIONS. FCSS shall perform all obligations required of FCSS as set forth elsewhere in this
Agreement and the following(leave blank if no additional obligations):
RECITALS/OTHER TERMS AND CONDITIONS(leave blank if none):
I
REQUIRED DOCUMENTS (see § 1.4.1). Contractor shall provide to FCSS each document marked below
and those required of Contractor elsewhere in this Agreement(collectively"Required Document"):
XA. Insurance marked below and complying with Section 4.1,written proof of which Contractor shall provide
to FCSS when Contractor delivers this Agreement signed by Contractor and before Contractor
commences any Services, unless Contractor is a school district or other public entity in which case
Contractor shall provide written proof to FCSS upon FCSS' request(mark each required):
X Commercial general liability with additional insured coverage(see Section 4.1.1).
Doc#10903-25,rev.08/2023 — -- ----------- ----— Page 12 _--
X Workers compensation and employer's liability if Contractor has any employees,
X Commercial auto liability with a combined single limit of not less than $1,000,000 per accident if
Contractor operates any vehicle to perform the Services and such Services do not include the
transportation of students and/or other persons. if the Services required of Contractor Includes the
transportation of students and/or other persons, this Insurance shall contain: (1) a combined single
limit of not less than $5,000,000 per accident and (2)a blanket additional insured endorsement or be
endorsed to name the Fresno County Superintendent of Schools, the Fresno County Board of
Education,and their officers,employees,agents,and volunteers as an additional insured.
_ Cyber liability. (if such coverage is not provided as part of the CGL policy and additional insured
coverage.)
_ Professional liability. (Including cyber E80,if applicable)
_ Sexual abuse and molestation. (If such coverage is not provided as pan: of the CGL policy and
additional insured coverage.)
B. Fingerprinting and Criminal Background Check Certification ("Fingerprinting Certification"), which
Contractor must obtain from and submit to FCSS before Contractor commences any Services.
C. Fingerprinting and Criminal Background Check Addendum for Contractor Operating as Sole Proprietor
("Sole Proprietor Fingerprinting Addendum"), which Contractor must obtain from and submit to
FCSS.
X_0. Tuberculosis Certification ("TB Certification"), which Contractor must obtain from and submit to
FCSS before Contractor commences any Services,
XE. At FCSS' request and as applicable, Taxpayer Identification Number Request, W 9 (the form of which
Contractor shall obtain from FCSS) or Certificate of Foreign Status of Beneficial Owner for United
States Tax Withholding (W-8); and Nonresident Withholding Allocation Worksheet (Form 587),
Withholding Exemption Certificate(Form 590),or other Franchise Tax Board forms; and documents that
FCSS requires to process payment to Contractor.
In consideration of the covenants, conditions, and promises in and for good and valuable consideration and the
mutual benefits to be derived from this Agreement, Contractor and FCSS, separately referred to as a "Party"
and collectively as the"Parties,"have reviewed and understand and hereby enter into this Agreement Unless
the context requires otherwise, any reference to a Party in this Agreement Includes, as applicable,its governing
body and members thereof,officers, employees, and agents. Each person executing this Agreement on behalf
of a Party represents that he/she Is authorized to execute on behalf of and to bind the Party to this Agreement.
CONTRACTOR FCSS
By.
Print Name: Ernest Buddy Me r. Idtele Cantwell-Gopher,Superintendent
Title: Chairman of the Board of Supervisors of the County of or Authorized Designee
Fresno
NOTE—ELECTRONIC SIGNATURE:While FCSS will accept digital signatures on contracts and amendments,
they must be validated by a reliable Certificate Authority, and if a digital signature is used to execute any such
document, the signature page thereof must be provided to FCSS in the electronic format it was signed in.
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of'Fresno,State of California
By --__ Deputy
Doc#10903-25,rev.08/2023 Page 13
Doc#10903-25,rev.0812023 Page 14
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions contain the following Articles:
Article 1 Scope of Services and Obligations
Article 2 Payment
Article 3 Term and Termination of Agreement;Suspension of Services
Article 4 Insurance
Article 5 Indemnity
Article 6 Dispute Resolution
Article 7 General Provisions
Terms with initial capital letter shall have the respective meanings set forth in this Agreement.
ARTICLE 1 SCOPE OF SERVICES AND OBLIGATIONS.
SECTION 1.1 PURPOSE. By this Agreement, the Parties desire to set forth the terms and conditions upon
which Contractor shall provide, and FCSS shall compensate Contractor for, performance of Contractor's
obligations under this Agreement,and to set forth the Parties'rights and obligations relating to this Agreement.
SECTION 1.2 NON-EXCLUSIVE CONTRACT. Contractor understands and agrees that: (A) this Agreement
does not constitute an exclusive contract for Contractor to provide the Services to FCSS, and FCSS has or may
enter into contract(s)with one or more third parties to provide services to FCSS that are identical or similar to
the Services; and (B) except as required by a Purchase Order issued in accordance with this Agreement,
Contractor is not obligated to provide any Services to FCSS and FCSS is not obligated to accept or pay
Contractor for any Services
SECTION 1.3 QUALIFICATION, SUPERVISION, AND CONTROL. Contractor represents and shall ensure
that it and all persons whom it employs or retains to perform this Agreement have the necessary training, skill,
and experience and are qualified to so perform, including having throughout the Contract Term all required
licenses, permits, and/or certifications (collectively and separately "License"). Contractor shall provide FCSS
with written proof of each License upon FCSS' request and notify FCSS in writing no later than 10 days after
Contractor receives any notice that any such License has been revoked, suspended, placed on probation, or
non-renewed. Unless stated otherwise in this Agreement or a Purchase Order in which case such provisions
shall apply to the extent provided therein, Contractor is solely responsible for: (A) all means, methods,
techniques, sequences, procedures, safety, and work coordination necessary or proper for Contractor to
perform this Agreement; (B) the acts and omissions of Contractor's officers, employees, agents, and any other
persons who Contractor retains to perform this Agreement; and (C) taking all reasonable precautions for the
safety and prevention of injury to the person of and/or damage or loss to the property of Contractor's officers,
employees, agents and any persons who Contractor retains to perform this Agreement, to any officers,
employees, agents, students, or invitees of FCSS, or to any Third Party. Upon FCSS' request, Contractor shall
dismiss any of Contractor's employees,suppliers,or materialmen whom FCSS determined are not skilled for the
task assigned.
SECTION 1.4 WORK PRODUCTS AND RIGHTS THERETO. Unless stated otherwise on the Cover in which
case such provisions shall apply to the extent provided therein, this Section shall survive the termination of this
Agreement and apply to: (A) any Work that FCSS provides to Contractor pursuant to or relating to this
Agreement("FCSS Work"); and (B) any Work that is prepared for and/or provided to FCSS by or on behalf of
Contractor pursuant to or relating to this Agreement ("Contractor Work"). The following applies to the FCSS
Work:(A)the FCSS Work is FCSS'property and FCSS has all interests and rights thereto; (B) Contractor does
not own and shall not claim any interest or right to or in the FCSS Work;(C) FCSS grants to Contractor a limited
license during the Contract Term to use and reproduce only those portions of the FCSS Work necessary for
Contractor to perform this Agreement; and (D) Contractor shall return any or all FCSS Work to FCSS upon
FCSS' request. The following applies to the Contractor Work: (A) Contractor represents that the Contractor
Work is Contractor's original work and does not contain any unlawful matter or infringe upon any Third Party's
copyright, right, or interest; (B) the Contractor Work is an instrument of service and constitutes FCSS' sole
property, and Contractor shall deliver to FCSS the Contractor Work within 30 days of the date of completion of
the Services or the date of termination of this Agreement,whichever is earlier;and(C) FCSS shall have the right
to, and may authorize others to, use, modify, duplicate, distribute, sell, dispose, and/or disclose, in whole or in
part, in any manner, and for any purpose, the Contractor Work. "Work" means any data, document, display,
drawing, report, material, invention, work, and discovery, including any copyright, right, and interest therein or
thereto and whether written, recorded, or electronically stored, and shall include source codes and other codes
Doc*10903-25,rev.08/2023 Page 15
and information if this Agreement requires Contractor to prepare, create, modify, update, or perform work
relating to any website, webpage, and/or computer software, program, or product. "Third Party" means a
person who or an entity that is not any of the following: (A)a Party; (B) an owner, director, officer, employee, or
agent of Contractor; (C)an employee, agent, or volunteer of FCSS or a member, officer,or agent of the Fresno
County Board of Education; or (D) contracted with (whether directly or through a subcontract of any level) or
otherwise retained by a Party to act for or on the Party's behalf.
SECTION 1.5 COMPLIANCE WITH APPLICABLE LAWS AND GRANT.
1.5.1 GENERALLY. Each Party shall comply with all laws and regulations (collectively "Law") applicable to
its performance of this Agreement, and all Law that it agrees to comply under this Agreement(referred
to collectively and separately as "Applicable Law" and shall include amendments and Law that are in
effect as of the Effective Date or become effective during the Contract Term). Each Applicable Law is
deemed inserted herein; however, if any conflict or inconsistency exists between a provision in this
Agreement and an Applicable Law, the provision in this Agreement shall govern except where such
provision is specifically prohibited or void by the Applicable Law in which case the Applicable Law shall
govern to the extent provided therein. Each Party shall comply with each grant (if any) that provides
funding to pay for this Agreement and all Law and requirements applicable to such grant.
1.5.2 FEDERAL GRANT FUNDS.The provisions of this Subsection apply if this Agreement is paid, in part or
in whole, with federal grant funds. Each Party shall comply with federal laws, regulations, and
requirements applicable to such federal grant funds. Contractor represents that it is not debarred,
suspended, or otherwise excluded or ineligible to be awarded this Agreement. Contractor shall comply
with federal suspension and debarment regulations, including, but not limited to, regulations
implementing Executive Orders 12549 and 12689. Contractor shall also comply with: (A) applicable
federal laws, regulations, and requirements, including but not be limited to, non-discrimination based on
race,color, national origin,sex,disability, or age; (B)applicable standards,orders, or regulations issued
pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as
amended(33 U.S.0 1251-1387); (C) Section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act; (D) the Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352)
and FCSS' Conflict of Interest Policies; (E) Conflict Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements (37 CFR Part 401); (F) Surveillance Equipment Restrictions (2 CFR Section 200.216); (G)
Domestic Preferences (2 CFR Section 200.322); Procurement of Recovered Materials (2 CFR Section
200.323); (H) Small and Minority Business Preferences (2 CFR Section 200.321); (1) Federal
Occupational Safety and Health Act(34 CFR 75,609);and(J)and Energy Conservation Compliance(34
CFR 75.616). Upon FCSS' request, whether during or after the Contract Term, Contractor shall
cooperate with and provide FCSS with documents and information relating to this Agreement that are
necessary for FCSS to comply with applicable federal laws, regulations, and requirements. The
provisions of this Subsection shall survive the termination of this Agreement.
SECTION 1.6 RECORDS AND INFORMATION.
1.6.1 REQUIRED DOCUMENTS. Contractor shall provide to FCSS each Required Document marked on the
Cover, each of which is incorporated into and constitutes a part of this Agreement. If any Required
Document becomes incorrect or inapplicable or expires during the Contract Term, Contractor shall
promptly notify in writing and/or submit to FCSS the corrected, updated, or effective Required
Document. If Contractor refuses to provide any Required Document or corrected, updated, or effective
version thereof, FCSS shall have the right to withhold payment of any or all of the Contract Amount until
such time that FCSS receives the Required Document from Contractor.
1.6.2 CONFIDENTIAL MATERIAL. If any documents and/or information (for example and not as a limitation,
employee or student record) that are subject to nondisclosure or protection under federal and/or
California laws (collectively and separately "Confidential Material') are provided to or created by
Contractor for or pursuant to this Agreement, Contractor shall: (A) not release, disseminate, publish, or
disclose the Confidential Material, except as required by law or a court order or as this Agreement may
permit; (B) unless specifically permitted by Applicable Law, not use the Confidential Material for any
purpose not related to Contractor's performance of this Agreement; and (C) protect and secure the
Confidential Material, including Confidential Material saved or stored in an electronic form, to ensure
that it is safe from theft, loss,destruction, erasure, alteration,and unauthorized viewing,duplication,and
use.The provisions of this Subsection shall survive the termination of this Agreement.
Doc#10903-25.rev.08/2023 Pa g e 16
1.6.3 RECORD RETENTION, INSPECTION, AND AUDIT. Contractor shall maintain accurate books and
records of all Services provided under, amounts billed pursuant to, and all documents required of
Contractor under this Agreement for at least five years after the date on which this Agreement
terminates and make them available, upon FCSS' request, for review, audit, and/or copying by FCSS
and/or any federal or state agencies. Upon FCSS' written notice to Contractor that a longer retention
period is necessary in order for FCSS to comply with records retention requirements under a court order
or federal or state laws, Contractor shall continue to retain such books and records for the period stated
in FCSS' notice, If this Agreement involves the expenditure of$10,000 or more in funds from the State
of California, it is subject, for three years after the final payment is made, to the State Auditor's
examination and audit at FCSS' request or as part of an audit of FCSS. The provisions of this
Subsection shall survive the termination of this Agreement.
ARTICLE 2 PAYMENT.
SECTION 2.1 CONTRACT AMOUNT. As full consideration and compensation for Contractor's performance of
this Agreement, FCSS shall pay Contractor the Contract Amount in accordance with the Payment Schedule
stated on the Cover. Except as stated in this Agreement or an amendment hereto, Contractor shall not be
entitled to any other payment from FCSS; in the event Contractor has received any payment to which Contractor
is not entitled to under this Agreement or an amendment, Contractor shall refund such payment to FCSS within
30 days of FCSS'request.
SECTION 2.2 INVOICE, ADDITIONAL INFORMATION, AND DECLARATION UNDER PENALTY OF
PERJURY. Before Contractor may receive any payment under this Agreement, Contractor shall submit an
itemized invoice and other documents as set forth below to FCSS at FCSS' address for invoice stated on the
Cover. Each person submitting and/or signing an invoice on behalf of Contractor declares under penalty of
perjury under California laws, and certifies and attests that: (A) he/she has thoroughly reviewed the claim for
payment and know its content; (B)the invoice and supporting information are true, accurate, and complete, and
reflect amounts due and services that Contractor has completed in accordance with this Agreement and the
correct amount for those services; (C)Contractor has complied and is in compliance with all obligations required
of Contractor under this Agreement; and (D) he/she is familiar with Penal Code section 72 pertaining to false
claims, and knows and understands that submission and/or certification of a false claim may lead to fines,
imprisonment, and/or other legal consequences. Upon receiving an invoice and if FCSS objects to it and/or
requires additional information, FCSS shall notify Contractor and Contractor shall provide such information to
FCSS within 10 days after Contractor receives FCSS' notice. If Contractor fails or refuses to provide the
additional information, FCSS shall have the right to withhold payment of any or all of the Contract Amount until
such time that FCSS receives such information from Contractor.
SECTION 2.3 PAYMENT SCHEDULE, DEDUCTION, AND RELEASE. The Payment Schedule, as stated on
the Cover, shall apply to FCSS' payment of the Contract Amount to Contractor. FCSS may deduct from each
payment, if applicable, withholdings required by applicable laws, including but not limited to, those for non-
California or foreign residents. Contractor's acceptance of any payment under this Agreement shall constitute,
effective on the date of acceptance, a release of all claims and liabilities that Contractor has or may have
against FCSS for any additional payment for the Services, and/or matters, for which the payment was made.
However, FCSS' payment shall not relieve Contractor of Contractor's obligations under this Agreement or for
deficient or defective Services that FCSS discovers after the payment is made.
ARTICLE 3 TERM AND TERMINATION OF AGREEMENT;AND SUSPENSION OF SERVICES.
SECTION 3.1 CONTRACT TERM.This Agreement is effective on the Effective Date and continues in full force
and effect thereafter until and including the Termination Date and any written extension thereto ("Contract
Term") and, unless terminated during the Contract Term in accordance with Section 3.2 below, shall terminate
at 12:00 midnight on the last day of the Contract Term without any notice or action by either Party.
SECTION 3.2 TERMINATION DURING CONTRACT TERM.
3.2.1 GROUNDS FOR TERMINATION. During the Contract Term, this Agreement may only be terminated
pursuant to one or more of the following:
3.2.1.1 CAUSE/WITHOUT CAUSE. A Party may terminate this Agreement as marked on the
Cover: (A) With or Without Cause — A Party, with or without cause, may terminate this
Agreement by giving the other Party written notice for the Notice Period; or(B)With Cause
—A Party may terminate this Agreement only upon the other Party's material breach of one
Doc#10903-25,rev.08/2023 Page 17
or more provisions of this Agreement and after the non-breaching Party has given the
breaching Party written notice for the Notice Period.
3.2.1.2 CONTRACTOR INSOLVENCY. This Agreement shall terminate effective the day
immediately preceding the day on which: (A)there is a filing by or against Contractor to
have Contractor adjudged bankrupt or there is a petition for reorganization or arrangement
of Contractor under any law relating to bankruptcy; (B)Contractor applies for, consents to,
or has an order, judgment, or decree entered by a court for approval of a petition for or
appointment of a receiver, trustee, custodian, or liquidator of all or a substantial part of
Contractor's assets; (C)Contractor is unable to, fails to, or admits in writing its inability
generally to pay its debts or obligations as they become due; and/or(D)Contractor makes a
general assignment for the benefit of creditors. Contractor shall provide FCSS with written
notice within 15 days of the occurrence of any of the aforementioned events.
3.2.1.3 OTHER GROUNDS. FCSS may terminate this Agreement effective on the date stated in
FCSS' written notice of termination to Contractor pursuant to any of the following: (A)
Contractor is required to but fails to provide to FCSS and/or comply with the Fingerprinting
Certification or the Sole Proprietor Fingerprinting Addendum; (B) Contractor is required to
but fails to provide to FCSS and/or comply with the TB Certification; (C) FCSS and/or any
entity from which FCSS receives or is to receive funds to pay for this Agreement reduce or
eliminate some or all such funds, or fail or determine not to appropriate sufficient funds to
make future payments under this Agreement; (D) a government or issuing agency revokes,
suspends, places on probation, or non-renews any License that Contractor must hold to
perform this Agreement; (E) Contractor assigns, transfers, or subcontracts any or all of
Contractor's obligations and/or rights under this Agreement in breach of Section 7.3; (F)
Contractor fails to maintain and provide written proof of insurance as required by Article 4;
(G)Contractor is required to provide particular staff as named on the Cover to perform this
Agreement but such staff is not able, not willing, or not available to perform this Agreement;
(H) Contractor's legal rights to exist or conduct business in California has been revoked or
terminated by the State of California, another agency, or a court; and/or (1) Contractor's
legal rights to exist or conduct business in California has been suspended or rendered
inactive by the State of California, another agency, or a court and such suspension lasts
more than 30 consecutive days.
3.2.2 RIGHTS AND OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement during the
Contract Term, the following shall apply and survive the termination of this Agreement: (A) FCSS shall
pay Contractor only for Services that Contractor is required to perform, and has performed in
accordance with, this Agreement before the effective date of termination; (B)Contractor shall submit an
invoice within 30 days of the effective date of termination; (C) Sections 2.2 and 2.3 shall apply to
Contractor's invoice and FCSS' payment under this Subsection; and (D) upon FCSS' payment, if any
has been invoiced by Contractor and is due to Contractor, FCSS is not obligated to make any further
payment to Contractor,whether pursuant to contract, law,or equity.
SECTION 3.3 SUSPENSION OF SERVICES. Despite any contrary provision in this Agreement, FCSS shall
have the right to suspend, delay, or interrupt any or all Services at any time during the Contract Term by
providing written notice to Contractor at least 15 days before the date on which the suspension, delay, or
interruption is to begin, and stating the beginning and ending dates thereof("Suspension Period"). Unless the
Parties agree otherwise in writing,the following shall apply upon FCSS'exercise of the rights under this Section:
(A) Contractor shall suspend, delay, or interrupt such Services as stated in FCSS' notice but shall continue to
perform all other Services; (B) Contractor shall not be entitled to any compensation for Services that Contractor
would have been required to perform under this Agreement but did not perform during the Suspension Period,
and the Contract Amount shall be adjusted to deduct the amount of such compensation and such adjustment
shall be set forth in an amendment executed by the Parties; (C) Contractor shall not be entitled to any damage,
loss, or cost arising out of, resulting from, or relating to FCSS' exercise of its right under this Section or the
Suspension Period; (D) Contractor shall resume performance of the suspended Services on the next business
day following the last day of the Suspension Period;and (E)the Contract Term shall remain the same.
SECTION 3.4 FORCE MAJEURE. A Party is not liable for failing to perform or delaying performance of this
Agreement due to events that are beyond the Party's reasonable control and occurring without its fault or
negligence, for example, acts of God such as epidemics or pandemics (nationally, statewide, or locally
declared)tornadoes, lightning, earthquakes, hurricanes, floods, or other natural disasters (collectively "Force
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Majeure"), provided that the Party has promptly notified the other Party in writing of the occurrence of the Force
Majeure, except that a Force Majeure shall not excuse FCSS' payment to Contractor of any portion of the
Contract Amount that is due to Contractor where Contractor has performed, in accordance with this Agreement,
the Services for which payment is requested, and submitted an invoice and supporting information as required
on the Cover and Section 2.2. Contractor shall not receive any payment for Services that Contractor did not
perform during the period in which the Force Majeure occurred.
ARTICLE 4 INSURANCE.
SECTION 4.1 REQUIRED INSURANCE. Contractor, at its cost unless stated otherwise on the Cover, shall
maintain in effect insurance as marked on the Cover and complying, at a minimum, with the applicable
requirements stated below. If Contractor is a California public agency, the required coverage may be through
self-insurance. FCSS, in its sole discretion, may waive in writing any requirement in this Article; however, FCSS'
failure to insist or request that Contractor comply with such requirements shall not constitute a waiver on FCSS'
part. FCSS reserves the right to reject any insurance and/or to require that Contractor obtain insurance through
an insurer satisfactory to FCSS.
4.1.1 Commercial General Liability, in effect during the Contract Term, coverage for property damage, bodily
injury, and personal and advertising injury with limits of not less than $1,000,000 per occurrence and
$2,000,000 general aggregate.This insurance shall contain a blanket additional insured endorsement or
be endorsed to name the Fresno County Superintendent of Schools and the Fresno County Board of
Education and their officers,employees,agents,and volunteers as an additional insured.
4.1.2 Workers Compensation in accordance with California laws and Employer's Liability Insurance with a
limit of not less than$1,000,000 per accident,both of which shall be in effect during the Contract Term.
4.1.3 Commercial Automobile Liability, in effect during the Contract Term, with limits per accident not less
than the amount stated on the Cover and providing coverage, at a minimum, for non-owned and hired
autos and, if there are any autos owned by Contractor,then also covering owned autos.
4.1.4 Professional Liability,in effect during the Contract Term and three years thereafter,with limits of not less
than $1,000,000 per claim and $2,000,000 general aggregate, written on a claims-made basis. The -
obligation to maintain this insurance shall survive the termination of this Agreement.
4.1.5 Cyber Liability(also termed Information Security and Privacy Insurance), in effect during the Contract
Term and three years thereafter, with limits of not less than $3,000,000 per claim and $5,000,000
general aggregate, at a minimum, written on a claims-made basis. The obligation to maintain this
insurance shall survive the termination of this Agreement.
4.1.6 Sexual abuse and molestation, in effect during the Contract Term and three years thereafter,with limits
of not less than $3,000,000 per claim, and $5,000,000 general aggregate, at a minimum, written on a
claims-made basis,should such coverage not otherwise be included in the Commercial General Liability
coverage required by this Agreement. The obligation to maintain this insurance shall survive the
termination of this Agreement.
SECTION 4.2 PROOF AND NOTICE; DEDUCTIBLE OR SELF-INSURED RETENTION. Contractor shall
provide to FCSS: (A) as required on the Cover and from time to time as FCSS may request, written proof
satisfactory to FCSS of the existence of the insurance required of Contractor, including any required
endorsement; (B) upon FCSS' request, a copy of the insurance policy and/or other evidence of insurance
satisfactory to FCSS; (C) no later than 15 days before the date on which a required insurance expires, written
proof of renewal of the insurance, including any required endorsement; and (D) written notice within two
business days of the occurrence of any of the following:(1)any required insurance is cancelled or non-renewed,
(2) notice from the insurer that the insurer intends to or will cancel or non-renew the insurance, and/or limit,
restrict, or reduce Contractor's insurance coverage such that the insurance does not comply with the
requirements in Section 4.1, or (3) any required insurance's policy limits have been reduced below those
required in Section 4.1. Contractor shall disclose any deductible or self-insured retention for any of the required
insurance. FCSS reserves the right to require that such deductible or self-insured retention be eliminated or
reduced, that Contractor obtain a bond or other security guaranteeing payment of losses and costs within the
limits of the deductible or self-insured retention, or that Contractor provide other assurances satisfactory to
FCSS. Contractor's obligation to provide written proof of the insurance required under Section 4.1 shall survive
the termination of this Agreement.
ARTICLE 5 INDEMNITY.
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The Indemnity provision of the Fingerprinting Certification, the Sole Proprietor Fingerprinting Addendum, and/or
the TB Certification, to the extent such document(s) is/are applicable as indicated on the Cover,shall govern to
the extent provided therein. In all other respects relating to this Agreement, each Party's indemnity, defense,
and hold harmless obligations to the other Party under or related to this Agreement shall be governed solely by
the provisions of this Article. A Party ("Indemnitor") shall: (A) indemnify and hold harmless the other Party
("Indemnitee") to the full extent permitted by California laws for any Loss sustained by Indemnitee or a Third
Party only in proportion to Indemnitor's liability based on a Final Determination; and(B) defend and pay for all of
Indemnitor's attorney's fees and litigation costs related to any Claim or Loss without any right against or from the
Indemnitee for Indemnity and/or hold harmless of such costs and fees, or any right for defense. A Party who
intends to seek or seeks indemnity and/or hold harmless for any Loss from the other Party shall notify the other
Party in writing and within a reasonable time after the Party knows or becomes aware of any Claim that may or
will result in a Loss, describing, if known or determinable, the pertinent circumstances, all entities and persons
involved, and the amount being claimed. A Party's obligations under this Article are not limited to or by any
insurance that it maintains or the lack of insurance but apply to the full extent permitted by California laws, and
shall survive the termination of this Agreement. "Claim" means any claim, demand, administrative proceeding,
lawsuit, cause of action, action, cross-complaint, cross-action, and/or proceeding arising out of, resulting from,
or relating to this Agreement where there has been no Final Determination. "Loss" means any bodily injury,
property damage, personal injury, advertising injury, labor dispute (including but not limited to unpaid wages,
employment benefits, and taxes), liability, loss, damage,judgment, expense, and/or cost (excluding attorney's
fees and litigation costs that a Party or a Third Party incurred or paid related to a Loss or Claim) arising out of,
resulting from, or relating to this Agreement and for which there has been a Final Determination that a Party is
or both Parties are liable. "Final Determination" means any judgment, order, or decision, each a
"Determination," by a court of competent jurisdiction or a governmental entity with jurisdiction to render the
Determination where the Determination is not subject to appeal or the period for an appeal has expired.
ARTICLE 6 DISPUTE RESOLUTION.
The Parties shall meet and confer in good faith to resolve any dispute between them arising out of, resulting
from, or relating to this Agreement, including any Claim or Loss for which a Party seeks indemnity pursuant to
Article 5 and any dispute relating to this Agreement that arises or occurs after the termination of this Agreement.
During any dispute, FCSS' decision, for the time being, shall prevail and Contractor shall perform this
Agreement as FCSS directs without prejudice to a Final Determination, as this term is defined in Article 5.
During a dispute regarding payment under this Agreement, FCSS shall pay Contractor the amount that is
undisputed and due to Contractor, if a disputed amount is determined in a Final Determination to be due to
Contractor, FCSS shall pay such amount to Contractor within 30 days of the date of the Final Determination,
unless a different date is stated in the Final Determination or in an agreement executed by the Parties, in which
case, FCSS shall pay Contractor in accordance therewith. Except for an action to preserve the status quo
and/or prevent irreparable harm, a Party shall not commence any cause of action, action, lawsuit,or proceeding
arising out of, resulting from, or relating to this Agreement until after the Party has complied with the provisions
of this Article.The provisions of this Article shall survive the termination of this Agreement.
ARTICLE 7 GENERAL PROVISIONS.
SECTION 7.1 ENTIRE AGREEMENT, CONFLICT, EXECUTION, AMENDMENT, AND WAIVER. This
Agreement is a complete and exclusive statement of the Parties' agreement under Code of Civil Procedure
section 1856. This Agreement consists of, and any conflict or inconsistency in this Agreement shall be resolved
by giving precedence as follows: Cover, General Terms and Conditions, exhibit or attachment stated in this
Agreement as being a part of this Agreement, and the Required Documents. The Parties may execute this
Agreement and any amendment in counterparts such that each Party's signature is on a separate page.A copy
or an original of this Agreement or an amendment with the Parties'signatures,whether original or transmitted by
electronic means, shall be deemed a fully executed contract.The Parties may amend or waive any provision of
this Agreement only by a writing executed by them.
SECTION 7.2 INTERPRETATION; APPLICABLE LAWS AND TIME ZONE; VENUE; SEVERABILITY; AND
SURVIVAL OF TERMINATION. If there is uncertainty of any language in this Agreement, the Parties agree that
Civil Code section 1654 shall not apply to interpret the uncertainty. The language of this Agreement shall be
interpreted according to its fair meaning and not strictly for or against any Party and under California laws
without giving effect to California's choice of law provisions that may result in the application of the laws of
another jurisdiction. All dates and times stated in this Agreement shall be according to Pacific Time. All causes
of action, actions, lawsuits, and proceedings arising out of, resulting from, or relating to this Agreement shall be
adjudicated in state or federal court in Fresno County, California, provided that FCSS does not hereby waive
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any immunity to suit. If a court of competent jurisdiction holds any provision of this Agreement void, illegal, or
unenforceable, this Agreement shall remain in full force and effect and shall be interpreted as though such
invalidated provision is not a part of this Agreement and the remaining provisions shall be construed to preserve
the Parties' intent in this Agreement. Any provision in this Agreement that by its nature applies after, or is
specifically stated to survive,the termination of this Agreement shall survive the termination of this Agreement.
SECTION 7.3 INDEPENDENT CONTRACTOR, ASSIGNMENT, TRANSFER, AND SUBCONTRACT.
Contractor is an independent contractor, and it and its officers, employees, and agents are not, and shall not
represent themselves as, officers, employees, or agents of FCSS. Contractor represents that it is a business
service provider and the Services are provided as a bona-fide business-to-business contracting relationship
consistent with Labor Code section 2776. This Agreement does not and shall not be construed to create an
employment or agency relationship, partnership, or joint venture between the Parties. Contractor and its officers,
employees, agents, and any other person performing services for or on behalf of Contractor shall not have any
right or claim against FCSS for wages or employee compensation, social security benefits, workers
compensation benefits, health benefits, vacation, sick leave, or other employee benefits. Contractor shall not
assign or transfer any or all of its obligations and/or rights under this Agreement, including by operation of law or
change of control or merger, without FCSS' prior written consent. Unless stated on the Cover, Contactor shall
not subcontract with any subcontractor to perform some or all of the Services required of Contractor.
SECTION 7.4 NOTICES. Except as may be stated otherwise in this Agreement in which case such provision
shall govern to the extent provided therein, each Party shall give any notices, demands, and all other
communications required or permitted under this Agreement in writing and by one of the following methods to
the other Party at its address and/or email stated on the Cover, delivery to be effective upon receipt thereof by
the other Party: (A) hand delivery; (B) sent by a reputable overnight courier service that tracks the delivery; (C)
sent by certified mail, return receipt requested, postage prepaid; or(D) sent by regular mail and transmitted by
e-mail; and, if to FCSS, a copy of any notice and demand by email to: Legal Services at
legalservices@fcoe.org. A Parry may change its contact person and/or contact information stated on the
Cover by notifying the other Party of the particular change and the effective date thereof in accordance with this
Section.The provisions of this Section shall survive the termination of this Agreement.
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Agreement Between the County of Fresno and Fresno County Superintendent of
Schools
Allocation Name: Home Visitation Network FY2025-26
Fund/Subclass: 0001/10000
Organization: 56201501
Revenue Account #: 5039