County of Kings

1 County of Kings Request for Proposal for CAPCC Administrative Coordinator

County of Kings

RFP No. 2016-74

Request for Proposals

Kings County Child Abuse Prevention Coordinating Council

Administrative Coordinator

PROPOSALS DUE AT OR BEFORE: 2pm Local Time, Tuesday July 5, 2016

Contact Person: Dan Willhite, Purchasing Manager


Table of Contents

Introduction …………………………………………………………………………………… 3

Background …………………………………………………………………………………… 4

Summary Scope of Work …………………………………………………………………………………… 4

Point of Contact …………………………………………………………………………………… 4

Sequence of Events …………………………………………………………………………………… 4

Response Packet Due …………………………………………………………………………………… 5

General …………………………………………………………………………………… 6

Response Format and Organization

…………………………………………………………………………………… 8

Evaluation …………………………………………………………………………………… 8

Applicant Submittal …………………………………………………………………………………… 9

Qualifications …………………………………………………………………………………… 10

Past Performance …………………………………………………………………………………… 10

Indemnity and Insurance Requirements

…………………………………………………………………………………… 11

NOTE: Attachments “A” and “B” are provided as informational material. “B” is the standard form of agreement that the County expects the successful contractor to enter into.


INTRODUCTION

The Kings County Child Abuse Prevention Coordinating Council (CAPCC) (hereafter, “Council”) is requesting responses from qualified consultants to provide professional and technical service to the Council, a commission of the Board of Supervisors.

The initial contract will commence as soon as possible through June 30, 2017, with a possible two additional one-year terms based on service need, consultant performance, and funding availability. Contract amount is commensurate with qualifications.

This RFP shall result in a single award which shall not exceed $34,000 annually based on qualifications and experience, and prorated the first year.

BACKGROUND

The Kings County Child Abuse Committee was initially established by the Kings County Board of Supervisors on November 15, 1977. In approximately 1994, the Kings County Child Abuse Committee began to function in tandem with the Kings County Family Preservation and Support Board. On October 2, 2001, the Kings County Board of Supervisors approved a Resolution, which separated the Kings County Child Abuse Committee and Kings County Family Preservation and Support Board, as well as changed the Committee’s name to the “Kings County Child Abuse Prevention Coordinating Council” in accordance with applicable legislation. Although the Kings County Board of Supervisors created the Council, it is an independent organization functioning within county government pursuant to Welfare and Institutions Code § 18983.5. The Kings County Board of Supervisors directed the Council to create Bylaws, which were successfully completed and approved by the Council on October 22, 2001. The primary purpose of the Council is to coordinate the community’s efforts to prevent and respond to child abuse (Welfare and Institutions Code § 18982). The functions of the Council include, but are not limited to, the following (Welfare and Institutions Code § 18982.2):

(a) Providing a forum for interagency cooperation and coordination in the prevention, detection, treatment, and legal processing of child abuse cases.

(b) Promoting public awareness of the abuse and neglect of children and the resources available for intervention and treatment.

(c) Encouraging and facilitating training of professionals in the detection, treatment, and prevention of child

abuse and neglect.

(d) Recommending improvements in services to families and victims.

(e) Encouraging and facilitating community support for child abuse and neglect programs.


SUMMARY SCOPE OF WORK

The selected consultant will provide services as specified in the Scope of Work

POINT OF CONTACT

The County has designated a Procurement Lead who is responsible for conducting of this procurement and the subsequent negotiation and preparation of the resulting contract as well as ongoing monitoring and overall contract compliance. The Procurement Lead’s name, address; and telephone number are listed below:

Kings County Purchasing Division ATTN: Dan Willhite, Purchasing Manager

1400 W. Lacey Blvd., Bldg. 6 Hanford, CA 93230

ALL inquiries or requests regarding this procurement may ONLY be submitted to the Procurement Lead and must be submitted in writing.

CONDITIONS GOVERNING THE PROCUREMENT

This section of the RFP contains the anticipated schedule for the procurement and describes the procurement events as well as the conditions governing the procurement.

SEQUENCE OF EVENTS

The Procurement Lead will make every reasonable effort to adhere to the following anticipated schedule:

Action Date:

1 Release of RFP 06/9/2016

2 Deadline to Submit Written Question(s) 06/22/2016

3 Response(s) to Written Question(s) via Addendum to RFP 06/28/2016

4 Response Packet Due 07/05/2016

5 Begin Evaluation of Response(s) 07/07/2016

6 Notice of Intent to Award 07/18/2016

7 Protest Due 07/22/2016

8 Response to Protest 07/29/2016

9 Tentative Start Date 08/01/20106


EXPLANATION OF EVENTS

RESPONSE PACKET DUE

Proposal Submission and Closing Date

Applicants shall submit their proposals to:

Kings County Purchasing Division ATTN: Dan Willhite, Purchasing Manager

Email:[email protected]

Proposals must be received in the Kings County Purchasing Division, at or before 2:00 p.m. local time on July 5, 2016 the time specified will be as defined by the official time clock in the Purchasing Division – Information Technology Department, 1400 W. Lacey Blvd., Hanford, CA 93230. It is the sole responsibility of the Applicant to ensure that its proposal is received before the submission deadline. Applicants shall bear all risks associated with delays in delivery by any person or entity, including the U.S. mail. PROPOSALS RECEIVED AFTER THE DEADLINE WILL BE REJECTED REGARDLESS OF THE POSTMARK DATE AND WILL BE RETURNED TO THE APPLICANT UNOPENED.

Without law or policy to the contrary, if the Applicant took reasonable steps to submit the proposal at the time and place it was due, and failure of the proposal to be on hand at the time of closing was not the result of negligence or other fault of the Applicant, but was the result of negligence by the County, the County reserves the right to accept such a proposal.


GENERAL

INCURRING COSTS

This RFP does not commit the County to award, nor does it commit the County to pay any costs incurred in the submission of the Proposal, or in making necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a contract award.

CLAIMS AGAINST THE COUNTY OF KINGS

Neither you, your organization nor any of your representatives shall have any claims whatsoever against the County or any of its respective officials, agents, or employees arising out of or relating to this RFP or these RFP procedures, except as set forth in the terms of a definitive agreement between the County and your organization.

BASIS FOR PROPOSAL

Only information supplied by the County in writing by the Procurement Lead in connection with this RFP should be used as the basis for the preparation of Applicant’s proposal. NO PUBLIC RESPONSE OPENING There will be no public opening for this RFP. CALIFORNIA PUBLIC RECORDS ACT (CPRA) All proposals become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Applicant’s proprietary information is contained in documents submitted to County, and Applicant claims that such information falls within one or more CPRA exemptions, Applicant must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Applicant prior to such disclosure. If Applicant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Kings County before the County’s deadline for responding to the CPRA request. If Applicant fails to obtain such remedy within County’s deadline for responding to the CPRA request, County may disclose the requested information. Applicant further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Applicant. CONFIDENTIALITY All data and information obtained from the County of Kings by the Applicant and its agents in this RFP process, including reports, recommendations, specifications and data, shall be treated by the Applicant and its agents as confidential. The Applicant and its agents shall not disclose or communicate this information to a third party or use it in advertising, publicity, propaganda, or in another job or jobs, unless written consent is obtained from the County. Generally, each response and all documentation, including financial information, submitted by an Applicant to the


County is confidential until a contract is awarded, when such documents become public record under state and local law, unless exempted under CPRA. ELECTRONIC MAIL ADDRESS Most of the communication regarding this procurement will be conducted by electronic mail (e-mail). Potential Applicants agree to provide the Procurement Lead with a valid e-mail address to receive communication. USE OF ELECTRONIC VERSIONS OF THE RFP This RFP is being made available by electronic means. If accepted by such means, the Applicant acknowledges and accepts full responsibility to ensure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Applicant’s possession and the version maintained by the Social Services Agency, then the version maintained by the Social Services Agency will govern. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS In submitting a response to a solicitation issued by the County, the responding person and/or entity offers and agrees that if the response is accepted, it will assign to the County all rights, title, and interest in and to all causes of 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 responding person and/or entity for sale to the County pursuant to the solicitation document. Such assignment shall be made and become effective at the time the County tenders final payment to the responding person and/or entity. PROTEST PROCEDURES The Procurement Lead will send an email to all Applicants informing them of the response that was selected. Applicants whose responses were not selected may file a written protest to the Procurement Lead no later than ten (10) business days following the date the email notifying Applicants of the County’s selection was sent. COUNTY RIGHTS The County reserves the right to do any of the following at any time:

a. Reject any or all response(s), without indicating any reason for such rejection; b. Waive or correct any minor or inadvertent defect, irregularity or technical error in a response or the RFP

process, or as part of any subsequent contract negotiation; c. Request that Applicants supplement or modify all or certain aspects of their responses or other documents

or materials submitted; d. Terminate the RFP, and at its option, issue a new RFP; e. Procure any equipment or services specified in this RFP by other means; f. Modify the selection process, the specifications or requirements for materials or services, or the contents or

format of the responses; g. Extend a deadline specified in this RFP, including deadlines for accepting responses;


h. Negotiate with any or none of the Applicants; i. Modify in the final agreement any terms and/or conditions described in this RFP; j. Terminate failed negotiations with an Applicant without liability, and negotiate with other Applicants; k. Disqualify any Applicant on the basis of a real or apparent conflict of interest, or evidence of collusion that is

disclosed by the response or other data available to the County; l. Eliminate, reject or disqualify a response of any Applicant who is not a responsible Applicant or fails to

submit a responsive offer as determined solely by the County; and/or m. Accept all or a portion of an Applicant’s response.

PROPOSAL FORMAT AND ORGANIZATION

This section contains relevant information Applicants should use for the preparation or their proposals. ELECTRONIC COPY Interested and qualified Applicants must provide one (1) electronic copy of their Child Abuse Council Solicitation Questionnaire – Attachment A and a current resume via email to the Procurement Lead on or before the closing date and time. The proposal must be sent in its entirety to the Procurement Lead in a PDF version. If selected, Applicant is also required to deliver a signed, original signature page to the County within five (5) business days of the issuance of the Notice of Intent to Award unless otherwise specified. PROPOSAL FORMAT Proposals may not exceed 10 pages on standard 8 ½ x 11 paper – page limitation includes attachments and/or appendices. Narrative sections must be double spaced and use a minimum of 12 point font size.

All documents shall be compiled in the following order: 1. Questionnaire Response – Attachment A 2. Current Resume

EVALUATION

FACTORS Evaluation of the proposal will include but not be limited to consideration of the following factors. The expectation is that those proposals in the competitive range may be considered for contract award. The proposal should give clear, concise information in sufficient detail to allow an evaluation based on the criteria below. An Applicant must be acceptable in all criteria for a contract to be awarded to that Applicant whose response provides the best value to the County.

1. Experience, capability, references and ability to achieve the project requirements;


2. Ability to meet business, technical and functional requirements; 3. Cost.

The cost to the County is commensurate with experience and qualifications and will be considered in the evaluation after the evaluation of qualifications. The degree of the importance of cost will increase with the degree of equality of the proposals in relation to the other factors on which selection is to be based. Best qualified Applicants will be invited to an oral interview.

APPLICANT SUBMITTAL This section contains the Scope of Work, knowledge, abilities and requirements of the position. Applicants should thoroughly respond to each requirement. PROJECT SCOPE OF WORK (Kings County Child Abuse Prevention Coordinating Council) The CAPCC Administrative Coordinator will report directly to the Chair of the Child Abuse Council and the Director and/or Assistant Director of Human Services, who will be responsible for evaluating the coordinator’s performance. However, the selected Applicant will sign his/her contract directly with the County of Kings Human Services Agency for the Council and is therefore in charge of ensuring contract compliance with the County’s Policies. Duties include, but are not limited to the following:

1. Function as a point of contact for Council members and the public;

2. Participate in Council monthly meetings and Committee monthly meetings, and administrative meetings as requested;

3. Coordinate preparation of written reports and performance of other tasks as directed by the Committee;

4. Prepare, post or submit Council and Committee approved agendas and minutes, all subject to Robert’s Rules of Order and the Brown Act;

5. Coordinate Council’s communications with Social Services Agency, the Board, and other County Offices as deemed necessary;

6. Maintain membership/contact database, Council’s calendar, and other information as required;

7. Assist with tracking financial transactions and records for Fiscal and annual reports;

8. Assist in preparation and submission of invoices from Council to Human Services Agency;

9. Assist with the CAPCC Committee and Human Services Agency’s networking meetings and trainings for the service providers;

10. Assist Council in coordinating, organizing, inviting speakers, events and trainings;

11. Develop and maintain Media campaign including social media and web pages;


12. Responsible for checking and processing all forms of communication from the community to the Committee;

13. Other duties related to Council activities;

14. Travel as may be required for meetings, trainings etc.;

15. Coordination and/or assisting with Request for Proposals, Contracts and other contractual needs;

16. To assist and work in collaboration with the Human Services Agency on the completion of the annual reporting of the OCAP report.

QUALIFICATIONS Applicants must meet the following minimum qualifications:

1. Valid CA driver’s license and proof of current insurance 2. Some college education in related field(s) 3. Basic knowledge of standard office equipment including computer, copier and fax machine 4. Basic knowledge of computer applications such as word processing, database, spreadsheets and internet

explorer 5. Correct English usage, grammar, spelling, vocabulary and punctuation 6. Strong basic math skills 7. Knowledge of Issues related to child abuse prevention 8. Event planning and coordination 9. Proper business meeting etiquette 10. Knowledge of Brown Act 11. Knowledge of Roberts Rules of order

PAST PERFORMANCE (REFERENCES) The Applicant’s proposal shall include three different external references from clients who have completed similar projects in the last three (3) years, who are willing to validate the Applicant’s past performance on similar projects of size and scope. The minimum information that shall be provided for each client reference follows:

a) Name of the contact person; b) Name of the organization or governmental entity; c) Address of the contact person; d) Telephone number of contact person; e) Email address of the contact person and relationship with contact person (e.g. supervisor, colleague,

manager, etc.) and f) A description of the services provided and dates the services were provided


INDEMNITY AND INSURANCE REQUIREMENTS A successful Applicant shall be able to meet the insurance certificate and other applicable County insurance requirements in accordance with the provisions listed in Attachment B of the RFP. In addition, Applicant shall provide a letter from an insurance agent or other appropriate insuring authority documenting their willingness and ability to endorse their insurance policies making the County an additional insured.

Attachment A

Child Abuse Prevention Council Administrative Coordinator

Supplemental Questionnaire

The following questions are used to help determine qualifications and eligibility to continue in the recruitment process. Responses such as "see resume" or "see application" or brief general statements will be considered incomplete. Incomplete applications may be rejected.

1. What experiences have you had with Community/Non-profit Based Organizations? Please state with whom, when and what role you served in the Organization.

2. What do think the current needs or concerns are for Kings County regarding Child Abuse issues and Prevention?

3. Have you had any experience with Civic, County or Governmental Advisory Boards or Committee? Please Explain:

COUNTY OF KINGS

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT is made and entered into as of the __ day of_________, 2015, by and between the County of Kings, a political subdivision of the State of California (hereinafter “County”) and___________________, a ____________ (hereinafter “Contractor”).

R E C I T A L S

WHEREAS, County requires services related to ___________________ WHEREAS, Contractor is qualified to perform such services; NOW, THEREFORE, County and Contractor mutually agree as follows: 1. SCOPE OF SERVICES County hereby engages Contractor, and Contractor agrees to perform the services described in the scope of services attached as Exhibit A, incorporated herein by reference as though fully set forth. 2. COMPENSATION Total compensation shall be as set forth in Exhibit A. Consultant shall not be entitled to nor receive from County any additional consideration, compensation or other remuneration for services rendered under this Agreement. 3. METHOD OF PAYMENT Upon submission of an invoice by Contractor, and upon approval of the County's representative, County shall pay Contractor monthly in arrears for fees and expenses incurred the prior month, up to the maximum amount provided for in Section 2. Each invoice must include a description of services rendered, to whom, date of service and the charges according to the agreed upon method. 4. TIME Time for performance of this Agreement is of the essence. 5. TIME OF PERFORMANCE

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This Agreement shall remain in full force and effect until both parties have completed performance. Work will not begin, nor claims paid for services under this Agreement until all Certificates of Insurance, a Signing Authority Form, By-Laws, Business and Professional Licenses/Certificates, Verification of Non-Profit status, IRS ID number or other applicable licenses or certificates, as required, are on file with the Department's representative. 6. MODIFICATION AND TERMINATION WITHOUT CAUSE This Agreement may be modified only by a written amendment signed by the parties. This Agreement may be terminated by County or Contractor, at any time, without cause, upon 30 days written notice to the other party. Following termination, Contractor shall turn over to the County all completed deliverables and then shall be reimbursed for all expenditures made in good faith that are due and unpaid at the time of termination not to exceed the maximum amount payable under this Agreement. 7. TERMINATION BY DEFAULT If Contractor defaults in its performance, County shall promptly notify Contractor in writing. If Contractor fails to cure a default within ten (10) days after notification or if the default requires more than ten (10) days to cure and Contractor fails to commence to cure the default within ten (10) days after notification, then Contractor's failure shall terminate this Agreement. Alternatively, County may elect to cure the default and any expense incurred shall be payable by Contractor to County. If this Agreement is terminated because of Contractor's default, County shall be entitled to recover from Contractor all damages allowed by law. 8. CLOSING OUT Contractor is responsible for County's receipt of a final claim for payment by completion of work. County shall promptly pay Contractor's final claim for payment providing Contractor has provided all obligations undertaken pursuant to this Agreement. If Contractor has failed to perform all such outstanding obligations, County shall withhold from Contractor's final claim for payment the amount of such services owed by Contractor. 9. WARRANTY

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County relies upon Contractor's professional ability and training as a material inducement to enter into this Agreement. Contractor warrants that it will perform its work according to generally accepted professional practices and standards and the requirements of applicable federal, state and local laws. County's acceptance of Contractor's work shall not constitute a waiver or release of Contractor from professional responsibility. Contractor further warrants that it possesses current valid appropriate licensure, including, but not limited to, drivers license, professional license, certificate of tax-exempt status, or permits, required to perform the work under this Agreement. 10. STANDARD OF PERFORMANCE Contractor warrants that it will, at all times utilizing its ability, experience and talent, faithfully, industriously and professionally perform to County's reasonable satisfaction. 11. INSURANCE Insurance.

A. Without limiting County’s right to obtain indemnification from the Contractor or any third parties, prior to commencement of work, Contractor shall purchase and maintain the following types of insurance for minimum limits indicated during the term of this Agreement and provide a Certificate of Endorsement from Contractor's Insurance Carrier guaranteeing such coverage to the County. Such Certificate shall be mailed as set forth under Section 25. Notice. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event.

1. Commercial General Liability. $1,000,000 per occurrence and $2,000,000 annual aggregate covering bodily injury, personal injury and property damage. The County and its officers, employees and agents shall be endorsed to above policies as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.

2. Automobile Liability. Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand Dollars ($500,000) per accident and for property damages not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage should include owned and non-owned vehicles used in connection with this Agreement.

3. Workers Compensation. Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,000,000

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per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the County. 4. Professional Liability. $1,000,000 limit per occurrence and $2,000,000 annual aggregate limit covering Contractor's wrongful acts, errors and omissions.

B. Insurance Conditions.

1. Insurance is to be placed with admitted insurers rated by A.M. Best Co. as A:VII or higher. Lower rated, or approved but not admitted insurers, may be accepted if prior approval is given by the County's Risk Manager.

2. Each of the above required policies shall be endorsed to provide County with thirty (30) days prior written notice of cancellation. County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement.

12. INDEMNIFICATION Contractor has the contracted duty (hereinafter “the duty”) to indemnify, defend and hold harmless, County, its Board of Supervisors, officers, employees, agents and assigns from and against any and all claims, demands, liability, judgments, awards, interest, attorney’s fees, costs, experts’ fees and expenses of whatsoever kind or nature, at any time arising out of or in any way connected with the performance of this Agreement, whether in tort, contract or otherwise. This duty shall include, but not be limited to, claims for bodily injury, property damage, personal injury, and contractual damages or otherwise alleged to be caused to any person or entity including, but not limited to employees, agents and officers of Contractor. Contractor’s liability for indemnity under this Agreement shall apply, regardless of fault, to any acts or omissions, willful misconduct or negligent conduct of any kind, on the part of the Contractor, its agents, sub-Contractors and employees. The duty shall extend to any allegation or claim of liability except in circumstances found by a jury or judge to be the sole and legal result of the willful misconduct of County. This duty shall arise at the first claim or allegation of liability against County. Contractor will on request and at its expense defend any action suit or proceeding arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.

This indemnification specifically includes any claims that may be against County by

any taxing authority asserting that an employer-employee relationship exists by reason of this Agreement.

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These indemnification obligations shall survive the termination of this Agreement as to any acts or omissions occurring under this Agreement or any extension of this Agreement. 13. INDEPENDENT CONTRACTOR A. Contractor is an independent contractor and not an agent, officer or employee of

County. The parties mutually understand that this Agreement is by and between two independent contractors and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association.

B. Contractor shall have no claim against County for employee rights or benefits

including, but not limited to seniority, vacation time, vacation pay, sick leave, personal time off, overtime, medical, dental or hospital benefits, retirement benefits, Social Security, disability, Workers' Compensation, unemployment insurance benefits, civil service protection, disability retirement benefits, paid holidays or other paid leaves of absence.

C. Contractor is solely obligated to pay all applicable taxes, deductions and other

obligations including, but not limited to, federal and state income taxes, withholding, Social Security, unemployment, disability insurance, Workers' Compensation and Medicare payments.

D. Contractor shall indemnify and hold County harmless from any liability which

County may incur because of Contractor's failure to pay such obligations. E. As an independent contractor, Contractor is not subject to the direction and

control of County except as to the final result contracted for under this Agreement. County may not require Contractor to change its manner of doing business, but may require redirection of efforts to fulfill this Agreement.

F. Contractor may provide services to others during the same period Contractor

provides service to County under this Agreement. G. Any persons employed by Contractor shall be under Contractor's exclusive

direction, supervision and control. Contractor shall determine all conditions of employment including hours, wages, working conditions, discipline, hiring and discharging or any other condition of employment.

H. As an independent contractor, Contractor shall indemnify and hold County

harmless from any claims that may be made against County based on any contention by a third party that an employer-employee relationship exists under this Agreement.

I. Contractor, with full knowledge and understanding of the foregoing, freely,

knowingly, willingly and voluntarily waives the right to assert any claim to any right or

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benefit or term or condition of employment insofar as they may be related to or arise from compensation paid hereunder.

14. RESPONSIBILITIES OF CONTRACTOR A. Contractor possesses the requisite skills necessary to perform the work under this

Agreement and County relies upon such skills. Contractor pledges to perform its work skillfully and professionally. County's acceptance of Contractor's work does not constitute a release of Contractor from its professional responsibility.

B. Contractor verifies that it has reviewed the scope of work to be performed under

this Agreement and agrees that in its professional judgment, the work can and shall be completed for costs within the maximum amount set forth in this Agreement.

C. To fully comply with the terms and conditions of this Agreement, Contractor

shall: 1. Establish and maintain a system of accounts for budgeted funds that

complies with generally accepted accounting principles for government agencies. Contractor shall document all costs by maintaining complete and accurate records of all financial transactions associated with this Agreement, including, but not limited to, invoices and other official documentation which sufficiently support all charges under this Agreement.

2. Submit monthly cost reimbursement claims. Documented verification of

actual expenditures must support each claim. Reimbursement shall only be for expenditures that directly benefit Kings County.

3. Retain financial, programmatic, client data and other service records for

three years from the date of the end of the contract award or for three years from the date of termination.

15. COMPLIANCE WITH LAW Contractor shall comply with all federal, state and local laws and regulations applicable to its performance, including, but not limited to, licensing, employment and purchasing practices, wages, hours and conditions of employment. 16. CONFIDENTIALITY Contractor shall prevent unauthorized disclosure of any confidential information, except for statistical information not identifying a particular County employee.

Contractor shall not use County employee confidential information for any purpose

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other than carrying out Contractor's obligations under this Agreement. Contractor shall promptly transmit to County all requests for disclosure of confidential information. 17. CONFLICT OF INTEREST Contractor warrants that its employees or their immediate families or Board of Directors or officers have no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any interest, direct or indirect, which conflicts with the rendering of services under this Agreement. Contractor shall employ or retain no such person while rendering services under this Agreement. Services rendered by Contractor's associates or employees shall not relieve Contractor from personal responsibility under this clause. Contractor has an affirmative duty to disclose to County in writing the name(s) of any person(s) who have an actual, potential or apparent conflict of interest. 18. DRUG FREE WORKPLACE Contractor warrants that it is knowledgeable of Government Code section 8350 et seq. regarding a drug free workplace and shall abide by and implement its statutory requirements. 19. HEALTH AND SAFETY STANDARDS Contractor shall abide by all health and safety standards set forth by the State of California and/or the County of Kings pursuant to the Injury and Illness Prevention Program. Contractor acknowledges receipt of all health and safety information and training. 20. INSPECTION Authorized representatives of County, the state and/or the federal government may inspect and/or audit Contractor's performance, place of business and/or records pertaining to this Agreement. 21. NONDISCRIMINATION In rendering services under this Agreement, Contractor shall comply with all applicable federal, state and local laws, rules and regulations and shall not discriminate based on age, ancestry, color, gender, marital status, medical condition, national origin, physical or mental disability, race, religion or sexual orientation. Contractor shall not discriminate against its employees, which includes, but is not limited to, employment upgrading, demotion or transfer, recruitment or recruitment advertising,

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layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Further, Contractor shall include this provision in all its subcontracts to perform work under this Agreement. 22. SUBCONTRACTOR AND ASSIGNMENT Services under this Agreement are deemed to be personal services. Contractor shall not subcontract any work under this Agreement nor assign this Agreement or monies due without the prior written consent of the departmental contract manager, department head or his or her designee and the County Administrative Officer subject to any required state or federal approval.

Assignment by Contractor of any monies due shall not constitute an assignment of the Agreement. 23. UNFORESEEN CIRCUMSTANCES Contractor is not responsible for any delay caused by natural disaster, war, civil disturbance, labor dispute or other cause beyond Contractor's reasonable control, provided Contractor gives written notice to County of the cause of the delay within ten days of the start of the delay. 24. OWNERSHIP OF DOCUMENTS County shall be the owner of and shall be entitled to possession of any computations, plans, correspondence or other pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by County or upon completion of the work pursuant to this Agreement. County’s reuse of any such materials on any project other than the project for which they were originally intended shall be at County’s sole risk. No material prepared in connection with the project shall be subject to copyright in the United States or in any other county. 25. NOTICE Any notice necessary to the performance of this Agreement shall be given in writing by personal delivery or by prepaid first-class mail addressed as follows: COUNTY: CONTRACTOR: COUNTY OF KINGS PURCHASING DIVISION KINGS COUNTY GOVERNMENT CENTER 1400 WEST LACEY BOULEVARD

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HANFORD, CALIFORNIA 93230 If notice is given by personal delivery, notice is effective as of the date of personal delivery. If notice is given by mail, notice is effective as of three days following the date of mailing or the date of delivery reflected upon a return receipt, whichever occurs first. 26. NONRENEWAL Contractor acknowledges that there is no guarantee that County will renew Contractor's services under a new agreement following expiration or termination of this Agreement. Contractor waives all rights to notice of non-renewal of Contractor's services. 27. CHANGES AND AMENDMENTS County may request changes in Contractor's scope of services. Any mutually agreed upon changes, including any increase or decrease in the amount of Contractor's compensation, shall be effective when incorporated in written amendments to this Agreement. Amendments that are not State approved vendor agreement amendments shall be submitted to the State for prior approval at least thirty days before the effective date of any proposed changes governing compensation, services or term. The party desiring the revision shall request amendments to the terms and conditions of this Agreement in writing. Any adjustment to this Agreement shall be effective only upon the parties' mutual agreement in writing. All amendment requests shall be submitted in writing to the County Administrator’s Office. No verbal agreements or conversations prior to execution of this Agreement or requested Amendment shall affect or modify any of the terms or conditions of this Agreement unless reduced to writing according to the applicable provisions of this Agreement. 28. CHOICE OF LAW The parties have executed and delivered this agreement in the County of Kings, State of California. The laws of the State of California shall govern the validity, enforceability or interpretation of this Agreement. Kings County shall be the venue for any action or proceeding, in law or equity that may be brought in connection with this Agreement. Contractor hereby waives any rights it may possess under Section 394 of the Code of Civil Procedure to transfer to a neutral county or other venue any action arising out of this Agreement. 29. ENTIRE AGREEMENT; COUNTERPARTS; CONTRIBUTIONS OF BOTH PARTIES This Agreement, including any exhibits referenced herein, constitutes the entire agreement between the parties and there are no inducements, promises, terms, conditions or

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obligations made or entered into by County or Contractor other than those contained herein. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. This Agreement represents the contributions of both parties, who are each represented by competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of the Agreement. 30. SEVERABILITY If any of the provisions of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. 31. AUTHORITY Each signatory to this Agreement represents that it is authorized to enter into this Agreement and to bind the Party to which its signature represents.

IN WITNESS WHEREOF the parties have executed this Agreement the day and year first written above. COUNTY OF KINGS _____________________________ By: ______________________________ By: ________________________________ , Chairman ATTEST: _________________________________ Catherine Venturella, Clerk of the Board APPROVED AS TO FORM: _________________________________ Colleen Carlson, County Counsel

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County of Kings