HomeMy WebLinkAboutAgreement A-20-359 ESE Master Agreement.pdf-1-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A G R E E M E N T
THIS AGREEMENT is made and entered into this day of September, 2020, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY," and each contractor listed in Exhibit A, attached hereto and by this reference incorporated
herein, and collectively hereinafter referred to as "CONTRACTOR," and any such additional contractors as
may, from time to time during the term of this Agreement, be added by COUNTY. Reference in this
Agreement to party or parties shall be understood to refer to COUNTY and each individual CONTRACTOR
unless otherwise specified.
W I T N E S S E T H:
WHEREAS, pursuant to the California Work Opportunity and Responsibility to Kids Act (Welfare
and Institution Code sections 11200 es seq. hereinafter called “CalWORKs” and 42 United States Code
sections 601 et seq. (Temporary Assistance for Needy Families (TANF) Block Grant), COUNTY is
mandated and funded to deliver a time-limited structural sequence of employment related activities and
supportive services that are designed to maximize unsubsidized employment opportunities to able-bodied,
non-exempt CalWORKs public assistance applicants and recipients; and
WHEREAS, Assembly Bill 74 (Chapter 21, Salutes of 2013) created the Expanded Subsidized
Employment (ESE) Program to increase subsidized employment programs for CalWORKs clients in
California with the goal of increasing job retention in an unsubsidized position of employment; and
WHEREAS, many non-exempt CalWORKs Welfare-to-Work (WTW) clients choose to gain
employment through the COUNTY’s subsidized employment programs; and
WHEREAS, CONTRACTORs are licensed businesses which can provide employment
opportunities for eligible CalWORKs participants.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto
agree as follows:
1.OBLIGATIONS
CONTRACTOR and COUNTY shall provide all services as set forth in Exhibit B,
Summary of Services, attached hereto and by this reference incorporated herein.
///
Agreement No. 20-359
22nd
-2-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2.TERM
The term of this Agreement shall be for a period of three (3) years, commencing on
October 1, 2020 through and including September 30, 2023. This Agreement shall automatically
renew for two (2) twelve (12) month periods, upon the same terms and conditions herein set forth,
unless written notice of non-renewal is given by either CONTRACTOR, COUNTY, or COUNTY's
DSS Director or designee no later than thirty (30) days prior to the close of the current Agreement
term. The termination date specified herein shall be the termination date for all CONTRACTORs,
regardless of when CONTRACTOR is added to this Agreement.
Each CONTRACTOR added to this Agreement after the execution of this Agreement
by all parties shall become part of the Agreement, as set forth in Section Twelve (12) of this
Agreement.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY; or
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
-3-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
shall promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate to
CONTRACTOR.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit C,
Budget Summary.
For each twelve (12) month period of this Agreement, in no event shall services
performed under this Agreement be in excess of Three Million and No/100 Dollars ($3,000,000). It is
understood that all expenses incidental to CONTRACTOR'S performance of services under this
Agreement shall be borne by CONTRACTOR. The cumulative total of this Agreement shall not be in
excess of Fifteen Million and No/100 Dollars ($15,000,000). All final claims shall be submitted by
CONTRACTOR within (60) days following the final month the of service per contract year. No action
shall be taken by COUNTY on claims submitted beyond sixty (60) day closeout period. Any
compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
Agreement shall automatically revert to COUNTY.
It is understood that all expenses incidental to CONTRACTOR'S performance of services
under this Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with
any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of
this Agreement shall automatically revert to COUNTY. The services provided by the CONTRACTOR
under this Agreement are funded in whole or in part by the State of California. In the event that funding
for these services is delayed by the State Controller, COUNTY may defer payment to CONTRACTOR.
The amount of the deferred payment shall not exceed the amount of funding delayed by the State
Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of
time of the State Controller’s delay of payment to COUNTY plus forty-five (45) days.
-4-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5.INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for wages paid in the previous month to via the Ready2Hire website at http://ready2hire.org/. Payments by
COUNTY’s DSS shall be in arrears, for actual wages paid during the preceding month, within forty-five (45)
days after receipt, verification, and approval of CONTRACTOR’s invoices by COUNTY’s DSS. A detailed
monthly employee progress report/evaluation, regarding employee performance should accompany each
invoice.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of
ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
Paragraph Three (3) of this Agreement.
6.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 the
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 venture, 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.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
-5-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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.
7. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
8. HOLD HARMLESS
COUNTY agrees to indemnify, save, hold harmless, CONTRACTOR, its officers, agents,
and employees from any and all costs and expenses , damages, liabilities, claims, and losses occurring or
resulting to CONTRACTOR in connection with the performance, or failure to perform, by COUNTY, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses , 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 COUNTY, its officers, agents, or employees under
this Agreement.
9. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, and until such required insurance coverages, stated below, are available or in place by
CONTRACTOR, the following requirements will be in force. COUNTY, 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
-6-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this 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.
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.
E.Additional Requirements Relating to Insurance
COUNTY shall obtain endorsements to the Commercial General Liability insurance naming
the CONTRACTOR, 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
CONTRACTOR, its officers, agents and employees shall be excess only and not contributing with
insurance provided under COUNTY's policies herein. This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to CONTRACTOR.
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 COUNTY signs and executes this Agreement,
-7-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY shall provide certificates of insurance and endorsement as stated above for all of the foregoing
policies, as required herein, to the County of Fresno, P.O. Box 1912, Fresno, CA 93718-1219, Attention:
Contract Analyst, stating that such insurance coverage has been obtained and is in full force; that the
County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
names the CONTRACTOR, 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 CONTRACTOR, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under COUNTY'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 CONTRACTOR.
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 issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
10.CONFLICT OF INTEREST
No officer, employee or agent of the COUNTY who exercises any function or responsibility
for planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
CONTRACTOR shall comply with all Federal, State of California and local conflict of interest laws, statutes
and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
officer, employee, or agent of the COUNTY.
///
-8-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11. NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of ethnic group
identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
12. SEPARATE AGREEMENT
It is mutually understood by the parties that this Agreement does not, in any way,
create a joint venture among the individual CONTRACTORs. By execution of this Agreement,
CONTRACTOR understands that a separate Agreement is formed between each individual
CONTRACTOR and COUNTY.
13. LIMITED ENGLISH PROFICIENCY
CONTRACTOR shall provide interpreting and translation services to persons participating in
CONTRACTOR’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow
such participants meaningful access to the programs, services and benefits provided by CONTRACTOR.
Interpreter and translation services, including translation of CONTRACTOR’s “vital documents” (those
documents that contain information that is critical for accessing CONTRACTOR’s services or are required
by law) shall be provided to participants at no cost to the participant. CONTRACTOR shall ensure that any
employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
directly communicate with a program participant in a language other than English, demonstrate proficiency
in the participants’ language and can effectively communicate any specialized terms and concepts peculiar
to CONTRACTOR’s services.
14. CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
Dollars ($100,000), CONTRACTOR shall comply with all applicable standards, orders or requirements
issued under the Clear Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in 33
U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these
-9-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
laws and regulations, CONTRACTOR shall assure:
A.No facility shall be utilized in the performance of the Agreement that has been listed on
the Environmental Protection Agency (EPA) list of Violating Facilities;
B.COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
Violating Facilities;
C.COUNTY and U.S. EPA shall be notified about any known violation of the above laws
and regulations; and
D.This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.
15.DRUG-FREE WORKPLACE REQUIREMENTS
For purposes of this paragraph, CONTRACTOR will be referred to as the “grantee.” By
drawing funds against this grant award, the grantee is providing the certification that is required by
regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
regulations require certification by grantees that they will maintain a drug-free workplace. False certification
or violation of the certification shall be grounds for suspension of payments, suspension or termination of
grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.)
16.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A.COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of State
funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to notify
COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
CONTRACTOR attests to the best of its knowledge and belief, that it and its principals:
1)Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency; and
2)Shall not knowingly enter into any covered transaction with an entity or person
-10-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction.
B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C.CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
D.CONTRACTOR shall, prior to soliciting or purchasing goods and services in
excess of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://sam.gov/SAM/.
17.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality. CONTRACTOR shall require its employees, agents, officers and subcontractors to
comply with the provisions of Sections 10850 and 14100.2 of the Welfare and Institutions Code, as well
as the California Department of Social Services (CDSS) Manual of Policies and Procedures, Division
19-0000 and the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures
Manual, Section 2H. These Code sections provide that:
A.All applications and records concerning any individual made or kept by any public
officer or agency in connection with the administration of any provision of the Welfare and Institutions
Code relating to Medicaid or any form of public social services for which grants-in-aid are received by the
State of California from the United States government shall be confidential, and shall not be open to
examination for any purpose not directly connected with the administration of such public social services.
B.No person shall publish, disclose or use or permit or cause to be published or
disclosed any list of persons receiving public social services, except as is provided by law.
C.No person shall publish, disclose, or use or permit or cause to be published,
-11-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
disclosed or used any confidential information pertaining to an applicant or recipient, except as is
provided by laws.
CONTRACTOR shall inform all of its employees, agents, officers and subcontractors of
the above provisions and that any person knowingly and intentionally violating such provisions is guilty
of a misdemeanor.
In addition, CONTRACTOR, its employees, agents and officer shall comply, and require
all of its subcontractors to comply, with (1) the DHCS Medi-Cal Privacy and Security Agreement
between the California DHCS and the County of Fresno that is then in effect, and (2) the Privacy and
Security Agreement between the CDSS and the County of Fresno that is then in effect, both of which
together shall be referred to as “the Agreements” and are incorporated herein by this reference. The
current versions of both the DHCS and CDSS Privacy and Security agreements are available upon
request or can be viewed at: https://www.co.fresno.ca.us/departments/social-
services/administration/reports-and-documents/contractor-documents. CONTRACTOR shall ensure that
all personally identifiable information (PII), as defined in the Agreements, concerning program recipients
shall be kept confidential and shall not be opened to examination, publicized, disclosed, or used for any
purpose not directly connected with the administration of the program. CONTRACTOR shall use
appropriate administrative, physical, and technical safeguards to protect PII, as set forth in the
Agreements. Upon discovery of a breach, security incident, intrusion, or unauthorized access, use, or
disclosure of PII, CONTRACTOR shall immediately report the incident to the COUNTY by calling (559)
600-2300 or E-mailing at dssprivacyofficer@fresnocountyca.gov. CONTRACTOR shall certify that all
employees, agents, officers and subcontractors have received privacy and security training before
accessing any PII and have received refresher training annually, as required by the Agreements.
18.DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure
of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with
COUNTY for the purpose of providing services under this Agreement must employ adequate data security
measures to protect the confidential information provided to CONTRACTOR by COUNTY, including but not
-12-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
limited to the following:
A.CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on
any hard-disk drive.
B.CONTRACTOR is responsible to employ strict controls to insure the integrity and
security of COUNTY’s confidential information and to prevent unauthorized access to data maintained in
computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally and externally.
C.Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT
or higher. Additionally, a password or pass phrase must be utilized.
D.CONTRACTOR is responsible to immediately notify COUNTY of any breaches or
potential breaches of security related to COUNTY’s confidential information, data maintained in computer
files, program documentation, data processing systems, data files and data processing equipment which
stores or processes COUNTY data internally or externally.
E.In the event of a breach of security related to COUNTY’s confidential client information
provided to CONTRACTOR, COUNTY will manage the response to the incident, however, CONTRACTOR
will be responsible to issue any notification to affected individuals as required by law or as deemed
necessary by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a
result of providing the required notification. When no longer needed, all Medi-Cal Personally Identifiable
Information, as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS
and the County of Fresno, Agreement No. A-19-429, whether stored in print of electronic format, must be
destroyed and disposed of through confidential means, as described in Agreement No. A-19-429.
Agreement no. A-19-429 is available upon request or can be viewed at:
https://www.co.fresno.ca.us/departments/social-services/administration/reports-and-
documents/contractor-documents
F.The requirements in this Data Security provision shall apply to CONTRACTOR’s
subcontractor, if any.
///
-13-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
19.SINGLE AUDIT CLAUSE
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or
more in Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit in
accordance with the requirements of the Single Audit Standards as set forth in Office of Management
and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
said audit and management letter to COUNTY. The audit must include a statement of findings or a
statement that there were no findings. If there were negative findings, CONTRACTOR must include a
corrective action plan signed by an authorized individual. CONTRACTOR agrees to take action to
correct any material non-compliance or weakness found as a result of such audit. Such audit shall be
delivered to COUNTY’s DSS, Administration, for review within nine (9) months of the end of any fiscal
year in which funds were expended and/or received for the program. Failure to perform the requisite
audit functions as required by this Agreement may result in COUNTY performing the necessary audit
tasks, or at COUNTY’s option, contracting with a public accountant to perform said audit, or, may result
in the inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related
to this Agreement are the sole responsibility of CONTRACTOR.
B.A single audit report is not applicable if all CONTRACTOR’s Federal contracts
do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’s
funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
performed and a program audit report with management letter shall be submitted by CONTRACTOR to
COUNTY as a minimum requirement to attest to CONTRACTOR’s solvency. Said audit report shall be
delivered to COUNTY’s DSS, Accounting Office, for review no later than nine (9) months after the close
of the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply
with this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY’s Auditor-
Controller/Treasurer-Tax Collector.
-14-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
C.CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other pending
matters, whichever is later.
20.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result in
the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in
the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a result of
COUNTY’s fiscal review process a disallowance is discovered due to CONTRACTOR’s deficiency,
CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to CONTRACTOR
and this disallowance will be adjusted from CONTRACTOR’s future payments, at the discretion of
COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
determination of fiscal review outcomes, decisions and actions.
21.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR’s staff and clients. Such procedures will include provisions for informing CONTRACTOR’s
staff and clients regarding fraternization guidelines.
-15-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
22.STATE ENERGY CONSERVATION
CONTRACTOR must comply with the mandatory standard and policies relating to energy
efficiency which are contain in the State Energy Conservation Plan issued in compliance with 42 United
States (US) Code sections 6321, et. seq.
23.CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or potential
client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to individuals
by the CONTRACTOR must be voluntary as well as separate in time and location from COUNTY funded
activities and services. CONTRACTOR shall inform COUNTY as to whether it is faith-based. If
CONTRACTOR identifies as faith-based, they must submit to DSS a copy of its policy on referring
individuals to alternate treatment CONTRACTOR and include a copy of this policy in their client admission
forms. The policy must inform individuals that they may be referred to an alternative provider if they object
to the religious nature of the program and include a notice to DSS. Adherence to this policy will be
monitored during site reviews, and a review of client files. If CONTRACTOR identifies as faith-based, by
July 1 of each year CONTRACTOR will be required to report to DSS the number of individuals who
requested referrals to alternate providers based on religious objection.
24.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, COUNTY OF FRESNO SEE EXHIBIT A
Department of Social Services
P.O. Box 1912
Fresno, CA,
93718
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
-16-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
25. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
26. CHANGE OF OWNERSHIP
In the event of any change in the status of CONTRACTOR’s ownership, CONTRACTOR
shall provide written notice to COUNTY within thirty (30) days from the date of change. Such notification
shall include any new owner(s)’s name, address and CONTRACTOR’s updated tax documentation.
27. LOBBYING ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
28. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
-17-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
29.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any one
provision in the Agreement shall not affect the other provisions.
30.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first hereinabove written.
///
///
///
///
///
///
///
///
///
///
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
3 COUNTY OF FRESNO
4
5 By : '.,,,,,,,:::=..:,,,,,,~::...._~~~::£1..~~-L.L ..,...__~ -----
6 Ernest Buddy Mendes , Chairman of the Board of
7 Supervisors of the County of Fresno
8
9 ATTEST :
1 O Bernice E. Seidel
11 Clerk of the Board of Supervisors
12 County of Fresno , State of California
13
14
15
16
17
18
19
20
By &~
Deputy
FOR ACCOUNTING USE ONLY :
Account No .: 7870
ORG No .: 56107001
Fund/Subclass : 0001/10000
21 DEN :dw
22
23
24
25
26
27
28
-18-
1
CONTRACTOR:
AM CONSULTING ENGINEERS
2
4
5 Print Name Al.Fo/Jso )16JJ17it?O£
6
7 Title �Gsf 01:JJT
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Mailing Address:
5150 N. Sixth Street Suite 124
Fresno, CA 93710
Contact: Alfonso Manrique
Telephone: 559-369-7235
Fresno, CA
CONTRACTOR:
ATTENTIVE SENIOR CARE, LLC
Print Name f{{ bOUJfe.-11 Ce t/o;lo Vlj
Title Q ),,< J 1(1 e._c
Mailing Address:
36 E. Tuolumne St.
Fresno, CA 93706
Contact: Lawrence C. Holland
Telephone: 916-996-6215
Fresno, CA
CONTRACTOR:
ATTENTIVE SENIOR CARE II, LLC
By k1t12Q.«.,CO UJ
Print Name f'1 f La lJJ fe//1 <--e. /lo/ !of/Jc/ .
Title Q W \/1 e_ f
Mailing Address:
6149 E. Lowe Ave.
Fresno, CA 93727
Contact: Lawrence C. Holland
Telephone: 916-996-6215
Fresno, CA
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR
ENVISION UNLIMITED LLC. D.B.A.
REPEAT PERFORMANCE CONSIGNMENT SUPERSTORE
By _________________________________
Print Name ___________________________
Title ________________________________
Mailing Address:
1429 North Van Ness Ave.
Fresno, CA 93728-1938
Contact: Gwynn (Averill) Clark
Telephone: 559-422-0129
lGwynn E Clark
Manager Owner
Fresno, CA
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR
LU KITCHEN & BATH INC. DBA LU GRANITE & CABINET INC.
By _________________________________
Print Name ___________________________
Title ________________________________
Chairman of the Board, or President
or any Vice President
By _________________________________
Print Name ___________________________
Title ______________________________
Secretary (of Corporation), or any
Assistant Secretary, or Chief Financial
Officer, or any Assistant Treasurer
Mailing Address:
2431 S Sarah,
Fresno, CA 93706
Contact: Jason Zhenming Lu
Telephone: 559-298-9998
Jason Lu
CEO
1 CONTRACTOR
2 PAUL M. SMITH II
3 D.B.A. LA
4
5
6
7
8
9
10
11
Title () (utA.)G £ -------------Chairman of the Board, or Presidentor any Vice President
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Mailing Address:
7161 N. Howard St. Ste. 206
Fresno, CA. 93720
Contact: Paul M. Smith II
Telephone: 559-447-5291
Fresno, CA
Exhibit A
Page 1 of 2
Expanded Subsidized Employment Vendors
AM Consulting Engineers
5150 N. Sixth Street Suite 124
Fresno, CA 93710
Contact: Alfonso Manrique
Telephone: 559-369-7235
AM Properties
5150 N. Sixth Street Suite 124
Fresno, CA 93710
Contact: Alfonso Manrique
Telephone: 559-369-7235
Attentive Senior Care
36 E. Tuolumne St.
Fresno, CA 93706
Contact: Lawrence C. Holland
Telephone: 916-996-6215
Attentive Senior Care II
6149 E. Lowe Ave.
Fresno, CA 93727
Contact: Lawrence C. Holland
Telephone: 916-996-6215
Bertao Family Industries Incorporated
DBA Papa Murphy’s Shaw/Blackstone
5054 N. Blackstone Ave. #101
Fresno, CA 93710
Contact: David Bertao
Telephone: 559-906-0360
Envisions Unlimited LLC. D.B.A.
Repeat Performance Consignment Superstore
1429 North Van Ness Ave.
Fresno, CA 93728-1938
Contact: Gwynn (Averill) Clark
Telephone: 559-422-0129
Lu Kitchen & Bath Ins. D.B.A. Lu Granite & Cabinet Inc.
2431 S Sarah,
Fresno, CA 93706
Contact: Jason Zhenming Lu
Exhibit A
Page 2 of 2
Telephone: 559-298-9998
Paul M. Smith II D.B.A.
The Law Offices of Paul M. Smith II
7161 N. Howard St. Ste. 206
Fresno, CA. 93720
Contact: Paul M. Smith II
Telephone: 559-447-5291
Exhibit B
Page 1 of 3
SUMMARY OF SERVICES
SERVICES: Subsidized Employment
AMOUNT/TERMS: $9,000,000 10/1/2020 to 9/30/2023
$3,000,000 10/1/2023 to 9/30/2024
$3,000,000 10/1/2024 to 9/30/2025
The County of Fresno, Department of Social Services (DSS) intends to provide short term wage
subsidies to qualified CONTRACTOR's willing and able to hire California Work Opportunities
and Responsibility to Kids (CalWORKs) Welfare-To-Work participants. CONTRACTORS shall
make good faith efforts to retain the employee upon completion of the subsidized employment
period.
The goal of subsidized employment is to provide Welfare-To-Work participants with long term
and transitional employment opportunities with public, private and nonprofit jobs throughout
Fresno County and contribute to the development of a trained workforce in the central valley
for the purpose of attracting and retaining employers.
All CONTRACTORS will work with the Fresno County Economic Development Corporation
(EDC) to for all matters related to this contract.
A. In compliance with State of California Labor regulations CONTRACTOR is to
ensure the employment of a subsidized participant:
1. Does not result in the displacement of currently employed workers or impair existing
contracts.
2. Shall be subject to the same hours of work, rules and regulations, rate of pay and
accorded the same benefits as other non-subsidized employees of CONTRACTOR.
3. Shall be compensated equitably to similarly situated employees and will be no less than
the minimum or prevailing wage.
4. Shall not be hired or remain working in any position when any person not supported by
this Agreement is on layoff from the same or substantially equivalent job, or at a location
affected by a labor dispute involving a work stoppage.
5. Shall not infringe on promotional opportunities of regular employees.
6. Shall be provided with Worker's Compensation coverage and with safety instructions
and equipment necessary for reasonable protection against injury and damage.
7. Shall not encompass political and/or sectarian activities, or the promotion or deterrence
of union organizing.
8. Shall provide a grievance procedure for participants which will include the requirements
outlined in Manual Policies and Procedures (MPP) Section 42-720.4, by this reference
incorporated herein and at a minimum include:
a. Information about the employees' rights under the law regarding displacement by a
subsidized participant;
b. Information about the informal resolution and formal hearing processes;
c. Specific requirements about how to submit a grievance; and
d. Where to send the grievance.
A notice will be developed for the CONTRACTORs use and will be distributed
to CONTRACTOR upon placement of a subsidized participant.
Exhibit B
Page 2 of 3
9. Will not occur if a member of the subsidized employee's immediate family is the
CONTRACTOR or a person engaged in an administrative capacity for the
CONTRACTOR.
B. CONTRACTOR RESPONSIBILITIES:
1. CONTRACTOR will attend a mandatory subsidized employment program orientation
with an EDC representative before employment of a referred participant.
2. CONTRACTOR will register on the subsidized employment website at:
https://ready2hire.org/ to register and set up a CONTRACTOR account to manage
requests for employees and new hire information. CONTRACTORS who fail to add
their new hire information on the website will not receive wage reimbursement until
completed.
3. CONTRACTOR will complete a monthly detailed evaluation for each subsidized
employment participant on-line when completing the invoice. Failure to do so will
result in nonpayment of the invoice until complete.
4. CONTRACTOR will designate a private location on site and permit DSS or EDC staff
to speak with the employee at the work site if necessary.
5. CONTRACTOR will inform the DSS or EDC of job performance issues to seek
resolution prior to termination.
6. CONTRACTOR will notify the DSS or EDC by telephone or email within five (5)
working days of an employee's termination.
7. If CONTRACTOR is represented by a third CONTRACTOR must work with EDC to
address any client complaints toward the third-party representative.
C. COUNTY RESPONSIBILITIES:
1. COUNTY will refer eligible, job-ready (individuals who have overcome barriers and are
wanting and willing to gain employment) CalWORKs participants to the
CONTRACTOR based upon the expressed job requirements.
2. COUNTY will provide potential employees with basic employment skills training or
certify that the participant has sufficient workplace skills to be successful in the
employment placement considered based on prior work history.
a. Workplace skills may include, but not be limited to:
• Attendance
• Timeliness
• Appropriate Dress
• Communication
• Conflict resolution
3. Coordinate with the employer to acquire job specific training and/or certification as may
be required.
4. Ensure that each subsidized employment participant has an assigned Case Managing
Job Specialist.
5. Work with the employee to address barriers to employment, within the scope and
limitations of the CalWORKs program, including but not limited to assistance with
transportation, childcare, clothing, tools and equipment.
6. Meet with the CONTRACTOR prior to acceptance of a participant as an employee, and
as often as necessary thereafter, to explain the terms, conditions, requirements and
procedures related to the administration of the program.
7. Establish formal communication pathways to facilitate communication between the
CONTRACTOR, the EDC, and the DSS.
8. Provide a notice for CONTRACTORS use which will provide information for subsidized
participants with information about their rights to file displacement grievances, in
Exhibit B
Page 3 of 3
accordance to All County Information Notice No. 1-33-13, by this reference incorporated
herein.
D. Subsidized Employment Wage Reimbursement Program Parameters:
1. CONTRACTOR shall be reimbursed only for actual wages paid in accordance to the tier
payment identified below.
2. Initial subsidized employment placement is for two 13 week periods and will be
reimbursed 100% of wages paid for the first 13 weeks and 75% of wages for the
subsequent three 13 weeks (for a total of 26 weeks) in accordance to the following
reimbursement structure:
3. The initial extension will not be granted unless employee will be getting an increase in
wages and job duties.
Placement Week Wage Reimbursement
1-13 100%
14-26 75%
27-39 (Possible Extension) 50%
40-52 (Possible Extension) 25%
Page 1 of 2
Exhibit C
SELF-DEALING TRANSACTION 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).
Page 2 of 2
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date:
I