HomeMy WebLinkAboutAgreement A-19-258-1 with MHS.pdfAgreement No. 19-258-1
1 AMENDMENT I TO AGREEMENT No. 19-258
2 THIS AMENDMENT I TO AGREEMENT (hereinafter "Amendment") is made and
3 entered into this 15th day of December, 2020, by and between the COUNTY OF FRESNO, a
4 Political Subdivision of the State of California , Fresno , California, hereinafter referred to as
s "COUNTY", and Mental Health Systems , Inc., a California Non-Profit Corporation , whose
6 address is 9465 Farnham Street, San Diego, CA 92123 , hereinafter referred to as
7 "SUBRECIPIENT."
8 WITNESSETH :
9 WHEREAS, COUNTY is the Administrative Entity for Homeless Emergency Aid
1 o Program (HEAP) grant funds awarded to the Fresno Madera Continuum of Care (FMCoC)
11 by the California Business Consumer Services and Housing (BCSH) Agency, as authorized
12 by SB 850 (Chapter 48, Statues of 2018) and AB 101 , respectively ; and
13 WHEREAS, COUNTY is the Administrative Entity for California Emergency Solutions
14 and Housing (CESH) grant funds for the FMCoC awarded by the California Department of
15 Housing and Community Development (HCD), as authorized by SB 850 (Chapter 48 ,
16 Statutes of 2018); and
1 7 WHEREAS, as a result the Fresno Madera Continuum of Care has a need for
18 coordinated homeless services to address the homelessness crisis throughout the Counties
19 of Fresno and Madera and , therefore, the COUNTY , as the Administrative Entity for FMCoC,
20 and SUBRECIPIENT entered into Agreement No . 19-258 , dated the 4th of June 2019 , for
21 SUBRECIPIENT to provide such coordinated homeless services and to place households
2 2 into safe and secure shelter while making the necessary preparations for the household to
2 3 enter into permanent housing ; and
24 WHEREAS, COUNTY is the Administrative Entity for Homeless Housing, Assistance
2 5 and Prevention (HHAP) grant funds awarded to the FMCoC, by the California Business
2 6 Consumer Services and Housing (BCSH) Agency, as authorized by AB 101; and
27 WHEREAS , COUNTY for itself was awarded HHAP grant funds by the BCSH Agency ;
28 and
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WHEREAS, COUNTY, as the Administrative Entity for FMCoC, and for itself, and the
Subrecipient desire to amend Agreement No. 19-258 to provide that Subrecipient shall also
provide services funded by the HHAP grant funds awarded to FMCoC and the COUNTY.
NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions
herein contained, the parties hereto agree as follows:
1. That the existing County Agreement No. 19-258, Page one (1), line twenty-one
(21), beginning with the number “1” and ending on page three (3), line eleven (11) with the
word “DSS”, be deleted and the following inserted into its place:
“1. OBLIGATIONS
A. SUBRECIPIENT shall perform all services and fulfill all responsibilities to
provide triage emergency shelter as identified in COUNTY’s Request for Proposal (RFP) No.
19-053, dated February 12, 2019, and Addendum No. One (1) to COUNTY’s RFP No. 19-
053, dated February 27, 2019, collectively hereinafter referred to as COUNTY’s Revised RFP
No. 19-053 and SUBRECIPIENT’s response to said Revised RFP, all incorporated herein by
reference and made part of this Agreement.
B. SUBRECIPIENT shall perform all services set forth in Revised Exhibit A,
Summary of Services, attached hereto and by this reference incorporated herein.
C. SUBRECIPIENT shall provide services pursuant to the staffing pattern and
program expenses detailed in Revised Exhibit B, Budget, attached hereto and by this
reference incorporated herein.
D. SUBRECIPIENT shall maintain membership in the FMCoC and participate in
Coordinated Entry throughout the term of this Agreement, as described in Revised Exhibit A.
If, for any reason, this status is not maintained, the COUNTY may terminate this Agreement
pursuant to Section Three (3) of this Agreement.
E. COUNTY, as the Administrative Entity for HEAP grant funds awarded to
FMCoC, has entered into an agreement with the State of California for HEAP funding
(Agreement No. 18-HEAP-0027), a copy of which is attached hereto as Exhibit C and is
incorporated herein by this reference. Services provided by SUBRECIPIENT under this
Agreement shall be funded in part with HEAP funding and, therefore, SUBRECIPIENT shall
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be aware of, agree to, and comply with all State requirements governing the use of HEAP
funds; and all conditions in Exhibit C. Failure to comply with these requirements and
conditions may result in termination of this Agreement pursuant to Section Three (3) of this
Agreement.
F. COUNTY, as the Administrative Entity for CESH grant funds awarded to
FMCoC, has entered into an agreement with the State of California for CESH funding
(Agreement No. 19-452), a copy of which is attached hereto as Exhibit D and is incorporated
herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall
be funded in part with CESH funding allocated to the COUNTY and, therefore,
SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements
governing the use of CESH funds; and all conditions in Exhibit D. Failure to comply with
these requirements and conditions may result in termination of this Agreement pursuant to
Section Three (3) of this Agreement.
G. COUNTY has entered into an agreement for HHAP grant funds awarded to
COUNTY with the State of California for HHAP funding (Agreement No. 20-HHAP-00096), a
copy of which is attached hereto as Exhibit E and is incorporated herein by this reference.
Services provided by SUBRECIPIENT under this Agreement shall be funded in part with
HHAP funding allocated to the COUNTY and, therefore, SUBRECIPIENT shall be aware of,
agree to, and comply with all State requirements governing the use of HHAP funds; and all
conditions in Exhibit E. Failure to comply with these requirements and conditions may result
in termination of this Agreement pursua nt to Section Three (3) of this Agreement.
H. COUNTY, as the Administrative Entity for HHAP grant funds awarded to
FMCoC, has entered into an agreement with the State of California for HHAP funding
(Agreement No. 20-HHAP-00097), a copy of which is attached hereto as Exhibit F and is
incorporated herein by this reference. Services provided by SUBRECIPIENT under this
Agreement shall be funded with HHAP funding and, therefore, SUBRECIPIENT shall be
aware of, agree to, and comply with all State requirements governing the use of HHAP funds;
and all conditions in Exhibit F. Failure to comply with these requirements and conditions may
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result in termination of this Agreement pursuant to Section Three (3) of this Agreement.
I. In the event of any inconsistency among the documents described in
Paragraphs One (1) A, B, C, D, E, F, G, and H hereinabove, the inconsistency shall be
resolved by giving precedence in the following order of priority: 1) to this Agreement,
including all Exhibits attached hereto, 2) to COUNTY’s Revised RFP No. 19-053, and 3) to
the SUBRECIPIENT’s response to the Revised RFP. A copy of COUNTY’s Revised RFP 19-
053 and SUBRECIPIENT’s response shall be retained and made available during the term of
this Agreement by COUNTY’s Department of Social Services, hereinafter referred to as
COUNTY’s DSS.”
2. That the existing County Agreement No. 19-258, Page Three (3), Section Two
(2) beginning with Line Twelve (12), with the number “2” and ending on Page Three (3), Line
Fourteen (14) with the year “2021”, be deleted and the following inserted in its place:
“2. TERM
This Agreement shall be effective on the 4th day of June 2019, through and
including October 31, 2022.”
3. That the existing County Agreement No. 19-258, page Four (4), Section Four
(4), beginning with Line Eight (8), with the number “4” and ending on Page Five (5), Line Ten
(10) with the word “Agreement”, be deleted and the following be inserted in its place:
“4. COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY
agrees to pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation in
accordance with Revised Exhibit B, Budget Summary. Mandated travel shall be reimbursed
based on actual expenditures and mileage reimbursement shall be at SUBRECIPIENT’s
adopted rate per mile, not to exceed the IRS published rate.
In no event shall actual services performed under this Agreement be in excess
of Two Million Two Hundred Forty-Three Thousand Two Hundred Sixty-Seven and No/100
Dollars ($2,243,267). For the period of June 4, 2019 to June 30, 2021, in no event shall
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services performed under this Agreement exceed One Million Three Hundred Forty-Four
Thousand Eight Hundred Four and No/100 Dollars ($1,344,804). For the period of July 1,
2021 to November 30, 2021, in no event shall services performed under this Agreement
exceed Two Hundred Eighty Thousand Seven Hundred Seventy and No/100 Dollars
($280,770). For the period of December 1, 2021 to October 31, 2022, in no event shall
services performed under this Agreement exceed Six Hundred Seventeen Thousand Six
Hundred Ninety-Three and No/100 Dollars ($617,693). Payments by COUNTY shall be in
arrears, for services provided during the preceding month, within forty-five (45) days after
receipt, verification and approval of SUBRECIPIENT’s invoices by COUNTY.
It is understood that all expenses incidental to SUBRECIPIENT’S performance
of services under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT
should fail to comply with any provisions of the Agreement, COUNTY shall be relieved of its
obligation for further compensation. Any compensation which is not expended by
SUBRECIPIENT pursuant to the terms and conditions of this Agreement shall automatically
revert to COUNTY. The services provided by the SUBRECIPIENT 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 SUBRECIPIENT.
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. That all references in existing COUNTY Agreement No. 19-258 to Exhibit A shall
be changed to read “Revised Exhibit A,” which is attached hereto and incorporated herein by
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this reference.
5. That all references in existing COUNTY Agreement No. 19-258 to Exhibit B shall
be changed to read “Revised Exhibit B,” which is attached hereto and incorporated herein by
this reference.
6. That all references in existing COUNTY Agreement No. 19-256 to Exhibit D
(Self-Dealing Transaction Disclosure Form) shall be changed to read “Exhibit G,” which is
attached hereto and incorporated herein by this reference.
COUNTY and SUBRECIPIENT agree that this Amendment is sufficient to amend
Agreement No. 19-258 and, that upon execution of this Amendment, the original Agreement
and this Amendment, shall together be considered the Agreement.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in this Agreement not amended herein shall
remain in full force and effect. This Amendment shall be effective November 1, 2020.
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1 IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the
2 day and year first hereinabove written.
3 ATTEST :
4 CONTRACTOR:
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Mental Health Systems, Inc.
Print Name : James C Callaghan Jr
President & CEO
T itle : Pres i dent & CEO
Chairman of the Board , or
President, or any Vice P resident
Print Name : Joelle Verbeste l
Title : CFO -------------Secretary (of Corporation), o r
any Assistant Secretary , or
Chief Financial Officer, or
any Assistant Treasurer
Mailing Address :
412 F Street , Fresno, CA 93760
Phone No .: (559) 498-6988
Contact: Chief Program Officer
FOR ACCOUNTING USE ONLY:
Fund/Subclass : 0001/10000
Organization : 56107114
Account/Program : 7870
DEN :YG
COUNTY OF FRESNO
By : ~~~7-..i~~~~~~!=-~
Ernest Buddy Mendes,
Cha i rman of the Board of Supervisors
of the County of Fresno
ATTEST:
Bernice E . Seidel 1
Clerk of the Board of Supervisors
County of Fresno , State of California
By ~¼
Deputy
-7 -COL , TY O F J•RE~NO
l'rcsn,,, C:\
Revised Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: Mental Health Systems, Inc.
ADDRESS: 9465 Farnham Street, San Diego, CA 92123
SERVICE ADDRESS: 2550 W. Clinton Avenue, Fresno, CA 93705
TELEPHONE: (858) 573-2600
CONTACT: Wendy Broughton, Chief Operating Officer
EMAIL: wbroughton@mhsinc.org
CONTRACT: Bridge Emergency Housing Services
CONTRACT TERM: June 4, 2019 to November 30, 2021
December 1, 2021 to October 31, 2022
SUMMARY OF SERVICES
Mental Health Systems (MHS) shall provide Bridge Emergency Housing services, including 24-
hour emergency housing that offers low-barrier access to dormitory or private accommodations
with on-site, housing-focused services. MHS will provide thirty-three (33) Bridge emergency
housing beds to homeless individuals. Bridge emergency housing serves as short-term housing
when a household has been offered a permanent housing intervention but the permanent
housing opportunity is still being arranged. The goal of the program is to place households into
safe and secure shelter while making the necessary preparations for the household to enter into
permanent housing. This service will ensure that those preparing to enter permanent housing
are easily located and are receiving the necessary services to access permanent housing in a
timely manner. Services will be housing-focused and highly integrated with the permanent
housing provider.
STAFFING
Bridge Emergency Housing staffing provided by MHS must meet the minimum staffing levels
outlined in the Budget Summary (Exhibit B) of this agreement. Housing Specialist and Case
Manager staffing levels may be adjusted beyond the minimum requirement to meet client needs
provided those adjustments are approved by the County and supported by the available budget.
TARGET POPULATION
The target population of Bridge Emergency Housing services is individuals or families that are
experiencing homelessness or are at imminent risk of homelessness in Fresno and Madera
Counties.
BRIDGE EMERGENCY HOUSING SERVICES
1. Emergency Housing: Operate 33 emergency housing beds for households that have
been assessed for permanent housing utilizing the Fresno Madera Continuum of Care
Revised Exhibit A
Page 2 of 3
(FMCoC) Coordinated Entry System (CES). Emergency housing beds will be restricted
to referrals from the FMCoC CES and Triage Centers. Basic services will include meals.
The maximum length of stay is six (6) months, subject to exceptions for documented
situations.
2. Case Management: Provide services and activities necessary to assist participants
prepare for permanent housing placement and to achieve long-term housing stability.
Services include, but are not limited to the following:
a. Development of a housing plan based on each household’s unique
circumstances;
b. Coordination of services with permanent housing providers to ensure necessary
appointments are made and that the participants attend;
c. Provision of supports necessary to foster self-sufficiency; and
d. Linkage to community resources to increase benefits or employment income.
3. Diversion Pre-Screening: If appropriate, assess guests who present for homeless
services at the Bridge Housing facility for potential Diversion services, and if deemed
eligible, refer immediately to Diversion program staff.
CONTRACTOR RESPONSIBILITIES
• MHS shall provide annual Civil Rights training to their staff in the beginning of every
calendar year and will provide relevant proof to the County of Fresno by April 1.
• Adhere to a low-barrier shelter policy. Bridge housing must be open to all eligible
applicants regardless of sexual orientation, marital status, or gender identification.
Guests must be allowed to enter with their partners, possessions, and pets.
• Register all guests upon their arrival to the program.
• Allow for 24-hour guest access and not exclude people because of intoxication or mental
illness.
• Accept referrals from the FMCoC CES and Triage Centers.
• MHS shall assume responsibility for providing case management and navigation
services for all participants once they have been placed in the Bridge Housing program.
MHS shall coordinate with the referring agency to collect needed background
information and ensure a smooth transition from the previous case management or
navigation service provider.
• Distribute a weekly Bridge Housing bed availability report to the FMCoC and the Triage
Centers. MHS will engage in daily, ongoing collaboration and communication with the
FMCoC and the Triage Centers to ensure that they are aware of available Bridge
Housing beds.
• The Bridge Housing facility will be a Coordinated Entry access point, providing
information and linkage to appropriate homeless services through a warm hand-off to the
FMCoC CES.
• In the event the number of referrals exceeds the number of available beds, MHS will
prioritize referrals using the following criteria: unsheltered homelessness, length of
homelessness, composition of household, medical conditions, and any other relevant
factors.
• The Bridge Housing facility must be staffed 24 hours a day, 7 days a week.
• Maintain a minimum staff-to-client ratio of 1:30 during daytime hours.
Revised Exhibit A
Page 3 of 3
•Enter guest information into the Homeless Management Information System (HMIS) in
compliance with HEAP, CESH, and HUD data collection, management, and reporting
standards. Client HMIS data must be made available for the California Business,
Consumer Services and Housing Agency statewide data system or warehouse.
•Adhere to a “Good Neighbor” policy, whereby MHS will secure and maintain the
perimeter of the Bridge Housing facility, keeping clear of any nuisances and code
violations.
•Comply with all shelter and housing habitability standards as identified in 24 CFR
576.403
PERFORMANCE OUTCOMES
MHS shall provide complete and accurate monthly activity reports to the County of Fresno, in a
report format approved by the County by the 10th of each month.
MHS shall meet the following outcomes:
•A minimum of 90% bed utilization as measured by HMIS.
•Provide Bridge emergency housing services for a minimum of 66 unduplicated
participants annually.
•A minimum of 65% of participants will be connected to a safe exit, as defined by one of
the following destinations: rental with or without subsidy, permanent shared-living
arrangement with family or friends, drug treatment facility, or psychiatric treatment
facility.
•Participants will be placed in permanent housing (or other safe exit) within 6 months of
program entry.
Revised Exhibit B
Page 1 of 3
BUDGET SUMMARY
ORGANIZATION: Mental Health Systems, Inc.
SERVICES: Bridge Emergency Housing Program
CONTRACT PERIOD: June 4, 2019 to June 30, 2021
CONTRACT AMOUNT: $1,344,804
Budget Categories Amount
Personnel
Salaries
0.35 FTE Program Manager
1 FTE Housing Specialist/Case Manager (bilingual)
1 FTE Case Manager
0.4 FTE Overnight Monitor (bilingual)
0.8 FTE Overnight Monitors
0.4 FTE Building Custodian
0.4 Administrative Assistant
0.05 FTE Compliance Specialist
0.05 FTE Vice President of Clinical Services
0.025 FTE Vice President of Supportive Housing
0.05 FTE Program Financial Analyst
Payroll Taxes
Benefits
Subtotal $449,972
Services & Supplies
Client Meals
Client Personal Supplies
Shelter Furniture
Insurance
Communication
Office Expenses
Equipment
Travel Costs
Program Supplies
Fiscal & Audits
Training
Subtotal $375,535
Facility Costs
Rent
Utilities
Maintenance
Security
Landscaping
Minor Facility Improvements
Subtotal $397,042
Indirect Costs
Indirect Costs
Subtotal $122,255
Total $1,344,804
Revised Exhibit B
Page 2 of 3
BUDGET SUMMARY
ORGANIZATION: Mental Health Systems, Inc.
SERVICES: Bridge Emergency Housing Program
CONTRACT PERIOD: July 1, 2021 to November 30, 2021
CONTRACT AMOUNT: $280,770
Budget Categories Amount
Personnel
Salaries
0.35 FTE Program Manager
1 FTE Housing Specialist/Case Manager (bilingual)
1 FTE Case Manager
0.4 FTE Overnight Monitor (bilingual)
0.8 FTE Overnight Monitors
0.4 FTE Building Custodian
0.4 Administrative Assistant
0.05 FTE Compliance Specialist
0.05 FTE Vice President of Clinical Services
0.025 FTE Vice President of Supportive Housing
0.05 FTE Program Financial Analyst
Payroll Taxes
Benefits
Subtotal $105,019
Services & Supplies
Client Meals
Client Personal Supplies
Shelter Furniture
Insurance
Communication
Office Expenses
Equipment
Travel Costs
Program Supplies
Fiscal & Audits
Training
Subtotal $55,811
Facility Costs
Rent
Utilities
Maintenance
Security
Landscaping
Minor Facility Improvements
Subtotal $94,415
Indirect Costs
Indirect Costs
Subtotal $25,525
Total $280,770
Exhibit B
Page 3 of 3
BUDGET SUMMARY
ORGANIZATION: Mental Health Systems, Inc.
SERVICES: Bridge Emergency Housing Program
CONTRACT PERIOD: December 1, 2021 to October 31, 2022
CONTRACT AMOUNT: $617,693
Budget Categories Amount
Personnel
Salaries
0.35 FTE Program Manager
1 FTE Housing Specialist/Case Manager (bilingual)
1 FTE Case Manager
0.4 FTE Overnight Monitor (bilingual)
0.8 FTE Overnight Monitors
0.4 FTE Building Custodian
0.4 Administrative Assistant
0.05 FTE Compliance Specialist
0.05 FTE Vice President of Clinical Services
0.025 FTE Vice President of Supportive Housing
0.05 FTE Program Financial Analyst
Payroll Taxes
Benefits
Subtotal $231,042
Services & Supplies
Client Meals
Client Personal Supplies
Shelter Furniture
Insurance
Communication
Office Expenses
Equipment
Travel Costs
Program Supplies
Fiscal & Audits
Training
Subtotal
$122,784
Facility Costs
Rent
Utilities
Maintenance
Security
Landscaping
Minor Facility Improvements
Subtotal $207,713
Indirect Costs
Indirect Costs
Subtotal $56,154
Total $617,693
STATE OF CALIFORNIA -DEPARTMENT OF GENERAL
SERVICES
STANDARD AGREEMENT
STD 213 (Rev . 03 12019)
AGREEMENT NUMBER
18-CESH-12459
Agreement No . 19-452
PURCHASING AUTHOR ITY NUMBER (if applicable)
1. This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
County of Fre sno
2 . The term of this Agreement is:
START DATE
Upon HCD Approva l
THROUGH END DATE
Five (5) Years from the Effective Date
3 . The maximum amount of this Agreement is :
$1 ,563,085 .00
4 . The parties agree to comply with the terms and cond itions of the follo wing exhibits, which are by th is reference made a part of the Agreement .
EXHIBITS TITLE
Exhibit A Authority , Purpose and Scope of Work
Exhibit B Budget Deta il and Payment Provis ions
Exhibit c• State of California General Terms and Cond itions
Exhibit D CESH Program Terms and Cond itions
Exh ibit E Specia l Cond itions
Exhi bit F Add iti onal Prov isio ns
TOTA L NUMBER OF PAGES ATTACHED
PAGES
3
2
GTC -0412017
7
1
0
13 pages
Items shown with an asterisk ("), are hereby incorporated by reference and made part of this agreement as if attached hereto .
These documents can be viewed at https:llwww.dgs.ca .gov/O L SIReso urc es
IN WITNESS WHEREOF , THIS AGREEMEN_T HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME (if other than an individual. state whether a corporation , partnersh ip .etc.)
County of Fresno
CONTRACTOR BUSINESS ADDRESS CITY
P .O. Box 24055 Fresno
PRINTED NAME OF PERSON SIGNING
Nathan Magsig
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Department of Housing and Commun ity Development
CONTRACTING AGENCY ADDRESS CITY
2020 W . El Cam ino Ave ., Suite 130 Sacramento
PRINTED NAME OF PERSON SIGNING
Synthia Rhinehart
CONTRACTING AGENCY AUTHORIZED SIGNATURE
, STATE ZIP
CA 93779
I
TITLE
Chairman
DATE SIGNED
Q\10\tG\
STATE ZIP
CA 95833
TITLE
Contracts Manager,
Bus iness & Contract Services Branch
DATE SIGNED
Californ ia Department of General Services Approval (or exe mptio n, if appl ATTEST:
Exempt per; SCM Vo l. 1 4 .04 .A .3 (DGS memo dated 6/12/1 981)
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
Coun of Fresno State of California .
Exhibit DPage 1 of 19
Exhibit DPage 2 of 19
Exhibit DPage 3 of 19
Exhibit DPage 4 of 19
Exhibit DPage 5 of 19
Exhibit DPage 6 of 19
GeneralTerms and Conditions (GTC 04/2017)
EXHIBIT C
1.APPROVAL: This Agreement is of no force or effect until signed by both parties
and approved by the Department of General Services, if required. Contractor
may not commence performance until such approval has been obtained.
2.AMENDMENT: No amendment or variation of the terms of this Agreement shall be
valid unless made in writing, signed by the parties and approved as required. No
oral understandingor Agreement not incorporated in the Agreement is binding on
any of the parties.
3.ASSIGNMENT: This Agreement is not assignable by the Contractor, either in
whole orin part, without the consent of the State in the form of a formal written
amendment.
4.AUDIT: Contractor agrees that the awarding department, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have
the right to review and to copy any records and supporting documentation pertaining
to the performance of this Agreement. Contractor agrees to maintain such records for
possible audit for a minimum of three (3) years after final payment, unless a longer
period of records retention is stipulated. Contractor agrees to allow the auditor(s)
access to such records during normal business hours and to allow interviews of any
employees who might reasonably have information related to such records. Further,
Contractor agrees to include a similar right of the State to audit records and interview
staff in any subcontract related to performance of this Agreement. (Gov. Code
§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5.INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the
State,its officers, agents and employees from any and all claims and losses accruing
or resulting to any and all contractors, subcontractors, suppliers, laborers, and any
other person, firm or corporation furnishing or supplying work services, materials, or
supplies in connection with the performance of this Agreement, and from any and all
claims and losses accruing or resulting to any person, firm or corporation who may be
injured or damaged by Contractor in the performance of this Agreement.
6.DISPUTES: Contractor shall continue with the responsibilities under this
Agreement during any dispute.
7.TERMINATION FOR CAUSE: The State may terminate this Agreement and be
relieved of any payments should the Contractor fail to perform the requirements of
this Agreement at the time and in the manner herein provided. In the event of such
termination the State may proceed with the work in any manner deemed proper by
the State. All costs to the State shall bededucted from any sum due the Contractor
under this Agreement and the balance, if any, shall be paid to the Contractor upon
demand.
Exhibit DPage 7 of 19
8.INDEPENDENT CONTRACTOR:Contractor, and the agents and employees of
Contractor, in the performance of this Agreement, shall act in an independent
capacity and not as officersor employees or agents of the State.
9.RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty
of perjury, the minimum, if not exact, percentage of post-consumer material as
defined in the Public Contract Code Section 12200, in products, materials, goods, or
supplies offered or sold to the State regardless of whether the product meets the
requirements of Public Contract Code Section 12209. With respect to printer or
duplication cartridges that comply with the requirements of Section 12156(e), the
certification required by this subdivision shall specify that the cartridges so comply
(Pub. Contract Code §12205).
10.NON-DISCRIMINATION CLAUSE: During the performance of this Agreement,
Contractor and its subcontractors shall not deny the contract’s benefits to any person
on the basis of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, genetic information, marital status,
sex, gender, gender identity, gender expression, age, sexual orientation, or military
and veteran status, nor shall they discriminate unlawfully against any employee or
applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status. Contractor shall insure that the evaluation
and treatment of employees and applicants for employment are free of such
discrimination. Contractor and subcontractors shall comply with the provision s of the
Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations
promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of
Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code
§§11135-11139.5), and the regulations or standards adopted by the awarding state
agency to implement such article. Contractor shall permit access by representatives
of the Department of Fair Employment and Housing and the awarding state agency
upon reasonable notice at any time during the normal business hours, but in no case
less than 24 hours’ notice, to such of its books, records, accounts, and all other
sources of information and its facilities as said Department or Agency shall require to
ascertain compliance with this clause. Contractor and its subcontractor s shall give
written notice of their obligations under this clause to labor organizations with which
they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2,
§11105.)
Contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the Agreement.
11.CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES
contained in the document CCC 04/2017 are hereby incorporated by reference
and made a part of this Agreement by this reference as if attached hereto.
12.TIMELINESS: Time is of the essence in thisAgreement.
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13.COMPENSATION: The consideration to be paid Contractor, as provided herein,
shall bein compensation for all of Contractor's expenses incurred in the
performance hereof, including travel, per diem, and taxes, unless otherwise
expressly so provided.
14.GOVERNING LAW: This contract is governed by and shall be interpreted in
accordance with the laws of the State of California.
15.ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies
that if these services or goods are obtained by means of a competitive bid, the
Contractor shall comply with the requirements of the Government Codes
Sections set out below.
a.The Government Code Chapter on Antitrust claims contains the following
definitions:
1)"Public purchase" means a purchase by means of competitive bids of
goods, services, or materials by the State or any of its political
subdivisions or public agencies on whose behalf the Attorney General may
bring an action pursuant to subdivision (c) of Section 16750 of the
Business and Professions Code.
2)"Public purchasing body" means the State or the subdivision or
agency making a public purchase. Government Code Section 4550.
b.In submitting a bid to a public purchasing body, the bidder offers and
agrees that if the bid is accepted, it will assign to the purchasing body all
rights, title, and interest in and to all causesof action it may have under
Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright
Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of
the Business and Professions Code), arising from purchases of goods,
materials, or services by the bidder for sale to the purchasing body
pursuant to the bid. Such assignment shall be made and become effective
at the time the purchasing body tenders final payment to the bidder.
Government Code Section 4552.
c.If an awarding body or public purchasing body receives, either through
judgment or settlement, a monetary recovery for a cause of action
assigned under this chapter, the assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may, upondemand,
recover from the public body any portion of the recovery, including treble
damages, attributable to overcharges that were paid by the assignor but
were not paid by the public body as part of the bid price, less the expenses
incurred in obtaining that portion of the recovery. Government Code
Section 4553.
d.Upon demand in writing by the assignor, the assignee shall, within one year
from such demand, reassign the cause of action assigned under this part if
the assignor has been or may have been injured by the violation of law for
which the cause of action arose and (a) the assignee has not been injured
thereby, or (b) the assignee declines to file a court action for the cause of
action. See Government Code Section 4554.
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16.CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of
$100,000, the contractor acknowledges in accordance with Public Contract Code
7110, that:
a.The contractor recognizes the importance of child and family support
obligations andshall fully comply with all applicable state and federal laws
relating to child and familysupport enforcement, including, but not limited
to, disclosure of information and compliance with earnings assignment
orders, as provided in Chapter 8 (commencing with section 5200) of Part 5
of Division 9 of the Family Code; and
b.The contractor, to the best of its knowledge is fully complying with the
earningsassignment orders of all employees and is providing the names
of all new employees to the New Hire Registry maintained by the
California Employment DevelopmentDepartment.
17.UNENFORCEABLE PROVISION: In the event that any provision of this Agreement
is unenforceable or held to be unenforceable, then the parties agree that all other
provisions of this Agreement have force and effect and shall not be affected
thereby.
18.PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess
of $200,000, the Contractor shall give priority consideration in filling vacancies in
positions funded by the Contract to qualified recipients of aid under Welfare and
Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
19.SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION
REPORTING REQUIREMENTS:
a.If for this Contract Contractor made a commitment to achieve small
business participation, then Contractor must within 60 days of receiving
final payment under this Contract (or within such other time period as may
be specified elsewhere in this Contract) report to the awarding department
the actual percentage of small business participation that was achieved.
(Govt.Code § 14841.)
b.If for this Contract Contractor made a commitment to achieve disabled
veteran business enterprise (DVBE) participation, then Contractor must
within 60 days of receiving final payment under this Contract (or within
such other time period as may be specified elsewhere in this Contract)
certify in a report to the awarding department: (1) the total amount the
prime Contractor received under the Contract; (2) the name and address of
the DVBE(s) that participated in the performance of the Contract; (3) the
amount each DVBE received from the prime Contractor; (4) that all
payments under the Contract have been made to the DVBE; and (5) the
actual percentage of DVBE participation that was achieved. A person or
entity that knowingly provides false information shall be subject to a civil
penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code §
14841.)
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20.LOSS LEADER: If this contract involves the furnishing of equipment, materials, or
supplies then the following statement is incorporated: It is unlawful for any person
engaged in business within this state to sell or use any article or product as a “loss
leader” as defined in Section 17030 of the Business and Professions Code. (PCC
10344(e).)
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Exhibit G
Page 1 of 2
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).
Exhibit G
Page 2 of 2
(1) Company Board Member Information:
Name:Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
(5) Authorized Signature
Signature:Date: