HomeMy WebLinkAboutCOSA CJC Agreement 20-241.pdf23rd
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AGREEMENT
3 THIS AGREEMENT ("Agreement") is made and entered into this_ day of June, 2020, by and
4 between the COUNTY OF FRESNO, a political subdivision of the State of California, ("COUNTY"), and
5 Community Justice Conferencing ("CJC"), formerly known as Victim Offender Reconciliatlon Program
6 ("VORP"), a program operated by Circles of Support and Accountability-Fresno, Inc. ("GOSA"), a
7 501(c)(3) non-profit corporation, whose address is 4840 N. First Street #101, Fresno, California 93726
8 ("CONTRACTOR").
9 W I T N E S S E T H:
10 WHEREAS, COUNTY, through its Probation Department, is in need of mediation services to seek
11 redress for victims of crime and restitution by offenders; and
12 WHEREAS, CONTRACTOR represents that it has personnel skilled in the provision of such
1 3 services.
14 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
15 contained, the parties hereto agree as follows:
16 1. OBLIGATIONS OF THE CONTRACTOR
17 A. SERVICES -CONTRACTOR shall provide mediation services as set forth in
18 Exhibit A, attached and incorporated by this reference.
19 2. TERM
20 The term of this Agreement shall be for a period of three (3) years, commencing on July 1, 2020
21 through and including June 30, 2023. This Agreement may be extended for two (2) additional consecutive
22 twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first
23 day of the next twelve (12) month extension period. The Chief Probation Officer or his or her designee is
24 authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S satisfactory
25 performance.
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3. TERMINATION
A. Non-All ocation of Funds -The terms of this Agreement, and the services to be
28 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
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Agreement No. 20-241
1 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
2 terminated , at any time by giving the CONTRACTOR thirty (30) days advance written notice.
3 B . Breach of Contract -The COUNTY may immediately suspend or terminate this
4 Agreement in whole or in part, where in the determination of the COUNTY there is:
5 1} An illegal or improper use of funds;
6 2) A failure to comply with any term of this Agreement;
7 3) A substantially i ncorrect or incomplete report submitted to the COUNTY;
8 4) Improperly performed service.
9 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
10 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
11 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
12 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
13 funds disbursed to t he CONTRACTOR under this Agreement, which in the judgment of t he COUNTY were
14 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
15 any such funds upon demand.
16 C. Without Cause -Under circumstances other than those set forth above, this
17 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
18 intention to terminate to CONTRACTOR.
19 4 . COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
20 CONTRACTOR agrees to receive compensation at a rate of $11,000 per month during the term of this
21 Agreement. CONTRACTOR shall submit monthly invoices in triplicate to the County of Fresno Probation
22 Department. In no event shall compensation paid to CONTRACTOR for the initial three-year term of this
23 Agreement exceed $396,000.
24 In the event this Agreement is extended for an additional fourth year, in no event shall
25 compensation paid to CONTRACTOR for the four-year term exceed $528,000. In the event this Agreement
26 is extended for an additional fifth year, in no event shall compensation paid to CONTRACTOR for the total
27 possible five-year term exceed $660,000. It is understood that all expenses incidental to CONTRACTOR'S
28 performance of services under this Agreement shall be borne by CONTRACTOR.
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1 Payments by COUNTY shall be made in arrears, for services provided during the preceding month,
2 and made within forty-five days ( 45) days after receipt and verification of CONTRACTOR's properly
3 completed invoices by COUNTY's Probation Department. If CONTRACTOR should fail to comply with any
4 provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation
5 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
6 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
7 CONTRACTOR, including any and all of the CONTRACTOR'S officers , agents, and employees will at all
8 times be acting and performing as an independent contractor, and shall act in an independent capacity and
9 not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
10 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
11 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
12 this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
13 terms and conditions thereof.
14 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
15 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
16 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
17 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
18 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
19 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
20 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
21 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
22 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
23 6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
24 written consent of all the parties without, in any way, affecting the remainder.
25 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
26 nor their rights or duties under this Agreement without the prior written consent of the other party.
27 8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
28 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
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1 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
2 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
3 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
4 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
5 or corporation who may be injured or damaged by the performance, or failure to perform, of
6 CONTRACTOR, its officers, agents, or employees under this Agreement.
7 The provisions of this Section 8 shall survive termination of this Agreement.
8 9. INSURANCE
9 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
10 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
11 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
12 Joint Powers Agreement ( JPA) throughout the term of the Agreement:
13 A. Commercial General Liability
14 Commercial General Liability Insurance with limits of not less than Two Million Dollars
15 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
16 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
17 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
18 liability or any other liability insurance deemed necessary because of the nature of this contract.
19 B. Automobile Liability
20 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
21 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
22 used in connection with this Agreement.
23 C. Professional Liabil ity
24 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
25 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
26 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
27 D. Worker's Compensation
28 A policy of Worker's Compensation insurance as may be required by the California Labor
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1 Code.
2 E. Molestation
3 Sexual abuse/ molestation liability insurance with limits of not less than One Million Dollars
4 ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be
5 issued on a per occurrence basis.
6 Additional Requirements Relating to Insurance
7 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
8 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
9 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
10 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
11 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
12 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
13 a minimum of thirty (30) days advance written notice given to COUNTY.
14 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
15 employees any amounts paid by the policy of worker's compensation insurance required by this
16 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
17 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
18 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
19 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
20 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
21 foregoing policies, as required herein, to the County of Fresno, Staff Analyst (Probation Administrative
22 Division), Fresno County Probation Department, 3333 E. American Avenue, Suite B, Fresno, California
23 93725, stating that such insurance coverage have been obtained and are in full force; that the County of
24 Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for
25 such worker's compensation insurance the CONTRACTOR has waived its right to recover from the
26 COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver
27 does not invalidate the insurance policy; that such Commercial General Liability insurance names the
28 County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but
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1 only insofar as the operations under this Agreement are concerned; that such coverage for additional
2 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
3 COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
4 provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
5 without a minimum of thirty (30) days advance, written notice given to COUNTY.
6 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
7 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
8 Agreement upon the occurrence of such event.
9 All policies shall be issued by admitted insurers licensed to do business in the State of California,
10 and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A
11 FSC VI I or better.
12 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
13 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
14 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
15 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
16 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
17 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
18 the examination and audit of the California State Auditor for a period of three (3) years after final payment
19 under contract (Government Code Section 8546. 7).
20 11. NOTICES: The persons and their addresses having authority to give and receive notices
21 under this Agreement include the following:
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COUNTY
COUNTY OF FRESNO
Chief Probation Officer
Fresno County Probation Department
3333 E. American Avenue, Suite B
Fresno, California 93725
CONTRACTOR
CIRCLES OF SUPPORT AND
ACCOUNTABLITY-FRESNO, INC.
Community Justice Conferencing (CJC)
4840 N. Fresno Street# 101
Fresno, California, 93726
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
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1 personal service is effective upon service to the recipient. A notice delivered by first-class United States
2 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
3 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
4 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
5 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
6 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
7 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
8 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
9 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
10 establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
11 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
12 beginning with section 810).
13 12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
14 only be in Fresno County, California.
15 The rights and obligations of the parties and all interpretation and performance of this Agreement
16 shall be governed in all respects by the laws of the State of California.
17 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS
18 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
19 or non-profit corporation} or if during the term of the agreement, the CONTRACTOR changes its status
20 to operate as a corporation.
21 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
22 that they are a party to while CONTRACTOR is providing goods or performing services under this
23 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
24 and in which one or more of its directors has a material financial interest. Members of the Board of
25 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
26 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and incorporated herein by
27 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
28 immediately thereafter.
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1 14. ENTIRE AGREEMENT: This Agreement, including Exhibits A and B, constitutes the entire
2 agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof, and
3 supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements,
4 publications, and understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written .
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John Swenning
CJC Advisory Board President
8 Pro ram s D ire ctor o f CJC 1.f.-'--'-=:l.:.=C.:..:.:.-=-"'-"-=-="-..=;..;...=-=-=-----
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Print Name & Title
4840 N . First St. #101
Fresno , CA. 93726
Mailing Address
FOR ACCOUNTING USE ONLY:
Fund :0001
Subclass : 10000
ORG : 34309999
Account: 7295
COUNTY OF FRESNO
£:-£~~
Ernest suddyMende,
Chairman of the Board of Supervisors of
the County of Fresno
ATTEST:
Bern ice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By : --'<-~~, ~.,J,L'-''---'['"----"'..LA...._J.:cf=----.._ oeputy IT
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EXHIBIT A
SCOPE OF SERVICES
Referrals will be made to CONTRACTOR by the Court, Public Defender, District Attorney, or Probation
Department for services as follows:
1) CONTRACTOR shall provide fully trained mediators to initiate, monitor and complete the
Community Justice Conference (CJC). The CJC unites the offender, victim, and CONTRACTOR,
with the assistance of the Probation Department when needed. An agreement shall be
established and signed by the offender and victim. This may be, but is not limited to restitution,
public service, and/or counseling.
2) CONTRACTOR shall contact the victim, offender, and his or her family to determine their
participation in the CJC.
3) CONTRACTOR shall provide all necessary arrangements for the CJC.
4) CONTRACTOR shall contact and make preparations for the CJC with all the appropriate
individuals and agencies (Police, Probation Officer, District Attorney, Offender, Offender's
Family, Victim, and any other agency necessary to complete the CJC).
5) CONTRACTOR shall facilitate and directly participate in the CJC, and prepare an agreement to
be executed by participating parties.
6) CONTRACTOR shall ensure proper monitoring of the Offender's performance of his or her
obligation under the agreement until its completion (or failure to fully perform under the
agreement) for the necessary timeframe.
7) It is anticipated that CONTRACTOR shall provide an average of 16 CJC's per month, including
preparation of related agreements and provision of related services.
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EXHIBIT B
SELF-OEAUNG 1RANSACT10N DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members
of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any
self-dealing transactions that they are a party to while providing goods, performing services, or both
for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one or
more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form .
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction: and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
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(1) Com pany Board Member Information:
Name: Date :
Job Title:
(2) Compahy/Agency Name and Address:
(3) Di sclosure (Please d escribe the nature of the self-d ealing 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: I Date:
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