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HomeMy WebLinkAboutP-20-298AgreementTheChangeCompanies.pdf333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-20-298 August 13, 2020 The Change Companies Attn: Lisa Winge 5221 Sigstrom Drive Carson City, NV 89706 The County of Fresno (County) hereby contracts with The Change Companies (Contractor) to purchase educational materials for adult inmates at the County Detention Facilities in accordance with the text of this agreement and Attachment “A” by this reference made a part hereof. TERM: This Agreement shall become effective August 14, 2020 and shall remain in effect through August 13, 2023. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there is a minimum order quantity of 25 each per journal topic. The County reserves the right to increase or decrease all other orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “A” attached, at the rates set forth in Attachment “A”. ORDERS: Orders will be placed on an as-needed basis by Fresno County Sheriff’s Office under this contract. PRICES: Prices shall be firm for the contract period with the exception of items listed on Attachment Pages 2 and 3 beginning with CD. These items are subject to change no later than the end of 2020 and change notices will be sent. Any other pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days before becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Two Hundred Thousand Dollars ($200,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. PROCUREMENT AGREEMENT NUMBER: P-20-298 Page 2 The Change Companies August 13, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\20-298 THE CHANGE COMPANIES\P-20-298 AGREEMENT THE CHANGE COMPANIES.DOCX DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. PROCUREMENT AGREEMENT NUMBER: P-20-298 Page 3 The Change Companies August 13, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\20-298 THE CHANGE COMPANIES\P-20-298 AGREEMENT THE CHANGE COMPANIES.DOCX C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Sheriff’s Office, Attn: Michelle LeFors, 2200 Fresno Street, Fresno, CA 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. PROCUREMENT AGREEMENT NUMBER: P-20-298 Page 4 The Change Companies August 13, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\20-298 THE CHANGE COMPANIES\P-20-298 AGREEMENT THE CHANGE COMPANIES.DOCX Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment "A"), and (2) Attachment "A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Mr. Shannon W. Kirby, Purchasing Analyst, at (559) 593-5074 or skirby@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:SWK:st PROCUREMENT AGREEMENT NUMBER: P-20-298 Page 5 The Change Companies August 13, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\20-298 THE CHANGE COMPANIES\P-20-298 AGREEMENT THE CHANGE COMPANIES.DOCX CONTRACTOR TO COMPLETE: Company: Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name & Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 31114008 Account No.: 7271 Requisition No.: 3111218002 (01/2020 The Change Companies® 5221 Sigstrom Drive Carson City NV 89706 888-889-8866 775-885-0643 snewsom@changecompaniessns.net Sherry Newsom CEO/Owner PROCUREMENT AGREEMENT NUMBER: P-20-298The Change Companies8/13/2020Attachment Page 1 of 5Product NumberItem DescriptionCost Per UnitA1MEE - Getting Started$2.43A2MEE - Substance Using Behaviors$2.43A3MEE - Denial$1.62A4MEE - First Step$2.43A5MEE - Steps to Spirituality$1.62A6MEE - Looking Within$1.62A7MEE - Into Action$1.62A8MEE - Working Your Program$1.62A9MEE - Feelings$2.43A10MEE - Anger$2.43A11MEE - Self-worth$1.62A12MEE - Family and Other Relationships$2.43A13MEE - Life Management$2.43A15MEE - A 12-Step Guide to Relapse Prevention$2.43A17MEE - Coping Skills$2.43A18MEE - Successful Living with a Co-occurring Disorder$2.43A19MEE - The Power of Self-talk$2.43A20MEE - Recovery Maintenance$2.43A23MEE - 12-Step Guide for Compulsive Gamblers$4.28A26MEE - Quiet Moments$2.43A1SMEE - Getting Started - SPANISH$2.70A2SMEE - Substance Using Behaviors - SPANISH$2.70A9SMEE - Feelings - SPANISH$2.70FRFamily Recovery$3.56AS1Marijuana$0.90AS2Methamphetamine$0.90AS3Prescription Drugs$0.90FA1MEE - Getting Started Facilitator Guide$15.00FA2MEE - Substance Using Behaviors Facilitator Guide$15.00FA3MEE - Denial Facilitator Guide$15.00 PROCUREMENT AGREEMENT NUMBER: P-20-298The Change Companies8/13/2020Attachment Page 2 of 5FA4MEE - First Step Facilitator Guide$15.00FA5MEE - Steps to Spirituality Facilitator Guide$15.00FA6MEE - Looking Within Facilitator Guide$15.00FA7MEE - Into Action Facilitator Guide$15.00FA8MEE - Working Your Program Facilitator Guide$15.00FA9MEE - Feelings Facilitator Guide$15.00FA10MEE - Anger Facilitator Guide$15.00FA11MEE - Self-worth Facilitator Guide$15.00FA12MEE - Family and Other Relationships Facilitator Guide$15.00FA13MEE - Life Management Facilitator Guide$15.00FA15MEE - A 12-Step Guide to Relapse Prevention Facilitator Guide$15.00FA17MEE - Coping Skills Facilitator Guide$15.00FA18MEE - Successful Living with a Co-occurring Disorder Facilitator Guide$15.00FA19MEE - The Power of Self-talk Facilitator Guide$15.00FA20MEE - Recovery Maintenance Facilitator Guide$15.00LS1Life Skills - Daily Life$2.43LS2Life Skills - Healthy Relationships$2.43LS3Life Skills - Core Skills$2.43LS4Life Skills - Feelings$2.43LS3SLife Skills - Core Skills - SPANISH$2.70LS4SLife Skills - Feelings - SPANISH$2.70LSF1Life Skills - Daily Life Facilitator Guide$15.00LSF2Life Skills - Healthy Relationships Facilitator Guide$15.00LSF3Life Skills - Core Skills Facilitator Guide$15.00LSF4Life Skills - Feelings Facilitator Guide$15.00LSFCLife Skills - Complete Set of Facilitator Guides$35.00NPJStrengthening the Spirit$5.99CD1Managing Co-occuring Disorders - Orientation$4.86CD2Managing Co-occuring Disorders - Responsible Thinking$4.86CD3Managing Co-occuring Disorders - My Individual Change Plan$5.67CD4Managing Co-occuring Disorders - Values$2.43 PROCUREMENT AGREEMENT NUMBER: P-20-298The Change Companies8/13/2020Attachment Page 3 of 5CD5Managing Co-occuring Disorders - Substance Use Disorders$3.24CD6Managing Co-occuring Disorders - Handling Difficult Emotions$2.43CD7Managing Co-occuring Disorders - Life Skills$3.24CD8Managing Co-occuring Disorders - Healthy Relationships$2.43CD9Managing Co-occuring Disorders - Maintaining Positive Change$3.24CD10Managing Co-occuring Disorders - Mental Health Disorders$5.67CD11Managing Co-occuring Disorders - Transition$3.24CDCManaging Co-occuring Disorders - Complete Journal Series$39.95CDF1Managing Co-occuring Disorders - Orientation Facilitator Guide$15.00CDF2Managing Co-occuring Disorders - Responsible Thinking Facilitator Guide$15.00CDF3Managing Co-occuring Disorders - My Individual Change Plan Facilitator Guide$15.00CDF4Managing Co-occuring Disorders - Values Facilitator Guide$15.00CDF5Managing Co-occuring Disorders - Substance Use Disorders Facilitator Guide$15.00CDF6Managing Co-occuring Disorders - Handling Difficult Emotions Facilitator Guide$15.00CDF7Managing Co-occuring Disorders - Life Skills Facilitator Guide$15.00CDF8Managing Co-occuring Disorders - Healthy Relationships Faciliator Guide$15.00CDF9Managing Co-occuring Disorders - Maintaining Positive Change Facilitator Guide$15.00CDF10Managing Co-occuring Disorders - Mental Health Disorders Facilitator Guide$15.00CDF11Managing Co-occuring Disorders - Transition Facilitator Guide$15.00CDFCManaging Co-occuring Disorders - Complete Set of Facilitator Guides$150.00CDFOManaging Co-occuring Disorders - General Orientation Facilitator Guide$20.00CH2Navigating the Road Ahead$1.62WR1Wellness & Recovery + Activities Booklet$6.75WRFGWellness & Recovery Facilitator Guide$20.00MATMAT Journal$3.24MATFMAT Facilitator Guide$20.00BCO1Breaking the Cycle - Getting Started$4.46BCO2Breaking the Cycle - Basic Cognitive Skills$4.46BCO3Breaking the Cycle - Core Skills$7.16BCO4Breaking the Cycle - Recovery Maintenance$5.36BCCOBreaking the Cycle - Complete Journal Set$21.42 PROCUREMENT AGREEMENT NUMBER: P-20-298The Change Companies8/13/2020Attachment Page 4 of 5BCFGBreaking the Cycle - Facilitator Guide$85.00NT1Getting It Right - Personal Growth$7.29NT2Getting It Right - Responsible Thinking $3.24NT3Getting It Right - Managing My Life$5.67NT4Getting It Right - Maintaing Positive Change$4.86NT5Getting It Right - Change Plan$4.86NTPGetting It Right - Complete Journal Set$23.75NT1-FGetting It Right - Personal Growth Facilitator Guide$20.00NT2-FGetting It Right - Responsible Thinking Facilitator Guide$20.00NT3-FGetting It Right - Managing My Life Facilitator Guide$20.00NT4-FGetting It Right - Maintaing Positive Change Facilitator Guide$20.00NT5-FGetting It Right - Change Plan Facilitator Guide$20.00NTP-FGetting It Right - Complete Set of Facilitator Guides$80.00US1Courage to Change - Getting Started$2.43US2Courage to Change - Social Values$3.24US3Courage to Change - Responsible Thinking$3.24US4Courage to Change - Self-control$2.43US5Courage to Change - Peer Relationships$2.84US6Courage to Change - Family Ties$3.24US7Courage to Change - Substance Use$3.24US11Courage to Change - Seeking Employment$3.24US12Courage to Change - Recreation and Leisure$2.03USCCourage to Change - Complete Journal Set$22.90US1SCourage to Change - Getting Started - SPANISH$2.70US2SCourage to Change - Social Values - SPANISH$3.60US3SCourage to Change - Responsible Thinking - SPANISH$3.60US4SCourage to Change - Self-control - SPANISH$2.70US5SCourage to Change - Peer Relationships - SPANISH$3.15US6SCourage to Change - Family Ties - SPANISH$3.60US7SCourage to Change - Substance Use - SPANISH$3.60US11SCourage to Change - Seeking Employment - SPANISH$3.60 PROCUREMENT AGREEMENT NUMBER: P-20-298The Change Companies8/13/2020Attachment Page 5 of 5US12SCourage to Change - Recreation and Leisure - SPANISH$2.25USCSCourage to Change - Complete Journal Set - SPANISH$22.90UF1Courage to Change - Getting Started Facilitator Guide$20.00UF2Courage to Change - Social Values Facilitator Guide$20.00UF3Courage to Change - Responsible Thinking Facilitator Guide$20.00UF4Courage to Change - Self-control Facilitator Guide$20.00UF5Courage to Change - Peer Relationships Facilitator Guide$20.00UF6Courage to Change - Family Ties Facilitator Guide$20.00UF7Courage to Change - Substance Use Facilitator Guide$20.00UF11Courage to Change - Seeking Employment Facilitator Guide$20.00UF12Courage to Change - Recreation and Leisure Facilitator Guide$20.00USFCCourage to Change - Complete Set of Facilitator Guides$180.00PJMy Personal Journal$7.95SPJMy Personal Journal - SPANISH$7.95PJOMy Personal Journal (100+ Quantity)$6.95PJFGMy Personal Journal - Facilitator Guide$25.00ASM1Dimensions of Change Interactive Journal$6.40ASM2Moving Forward Interactive Journal$5.15MHSMSelf-management: Mental Health Edition$8.45MHFGSelf-management: Facilitator Guide (Mental Health Edition)$60.00*Shipping and Handling is 7.50% of subtotal (minimum of $7.50)