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HomeMy WebLinkAboutAgreement A-16-692 with Bitwise Industries Inc. dba Shift3 Technologies.pdf Agreement No. 16-692 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 13th day of December , 2016, 3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 4 hereinafter referred to as "COUNTY", and, BITWISE INDUSTRIES, INC. dba SHIFT3 5 TECHNOLOGIES, a California Corporation, whose address is 700 Van Ness Avenue, Fresno, CA 6 93721, hereinafter referred to as "CONTRACTOR," collectively, "the parties." 7 WITNESSETH: 8 WHEREAS, COUNTY, through its Department of Behavioral Health(DBH), is seeking an 9 electronic integrated information system to manage clients, services and providers at Multi-Agency 10 Access Program (MAP) Points; 11 WHEREAS, CONTRACTOR, has the ability to design and build the software known as 12 MapPoint Application, hereinafter referred to as "MapPoint", and provide professional business 13 consulting and/or other technical services, that meets the needs of COUNTY; 14 WHEREAS, COUNTY, through its DBH, desires to purchase MapPoint Dashboard and Client 15 Relationship Management(CRM) software development, including training, maintenance, and technical 16 support thereof. 17 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties 18 hereto agree as follows: 19 1. DEFINITIONS 20 As used in this Agreement, the following definitions apply: 21 A. "Acceptance"means the COUNTY will grant acceptance once all user acceptance 22 testing has been successfully completed in accordance with the test plan, and all noted errors have been 23 corrected. In addition, the system must be available in a production environment for a period of thirty 24 (30) days. 25 B. "Acceptance Testing"means the process of testing specific functions to determine 26 if the system meets the requirements of the test plan. 27 C. "MapPoint Application"or"MapPoint"is the full program designed and built by 28 CONTRACTOR, which are included in this Agreement. 1 - COUNTY OF FRESNO Fresno, CA 1 D. "MapPoint Documentation" is the documentation relating to MapPoint, which is 2 necessary to enable COUNTY to operate and utilize MapPoint. This MapPoint Documentation includes 3 all manuals, reports, and specifications provided by CONTRACTOR. 4 E. "MapPoint Enhancements" are modifications to MapPoint that provide new 5 functionality, which are not included in this Agreement. These do not include modifications done as 6 maintenance. 7 F. "MapPoint Hardware" is the equipment on which the COUNTY will operate 8 MapPoint. 9 G. "MapPoint Installation" is the process whereby MapPoint, and other deliverables, 10 have been delivered, loaded on MapPoint Hardware, and the MapPoint software is executable. 11 H. "MapPoint Software"means the MapPoint application components including 12 Survey, Dashboard, and Client Resource Management. 13 I. "MapPoint Updates" are modifications to MapPoint to fix or improve the 14 performance of the application. 15 J. "Agreement Deliverable" is a product and/or service specified in this Agreement 16 to be delivered to COUNTY by CONTRACTOR and shall include installation, training, and 17 documentation as specified in this Agreement. 18 K. "Data" is all information acquired from COUNTY that will reside on COUNTY 19 secured server and be maintained by COUNTY during the performance of this Agreement. 20 L. "Errors" is an error encountered while using MapPoint that cause it not to operate 21 in substantial compliance with the specifications during acceptance testing. 22 M. "Final MapPoint Acceptance"is when COUNTY and the CONTRACTOR 23 determine that all necessary agreement deliverables have been delivered, and MapPoint has been 24 successfully tested in accordance with the test plan. 25 N. "Production Use" is MapPoint being used in the live production environment. 26 O. "Go-Live" is the event(s) that occurs after acceptance of MapPoint by the 27 COUNTY when the COUNTY puts MapPoint, in whole or in part, into productive use. 28 2 - COUNTY OF FRESNO Fresno, CA 1 P. "MapPoint Survey" is the MapPoint component previously developed by 2 CONTRACTOR under Agreement No. P-16-475-I. 3 Q. "ITSD"is the Information Technology Services Division within the COUNTY's 4 Internal Services Department. 5 R. "MongoDB"is the database system supporting MapPoint. 6 S. "Key Staff"is staff that is considered important to MapPoint implementation. 7 T. "Maintenance and Support" is the act of making changes and corrections to 8 MapPoint either to make corrections to MapPoint's functionality. 9 U. "Maintenance and Support Fees" are fees associated with supporting and doing 10 maintenance on MapPoint. 11 V. "System" is the MapPoint system provided under this Agreement by 12 CONTRACTOR required to provide a fully operating MapPoint system as set forth in this Agreement. 13 The terms "MapPoint", "System", and"MapPoint System" are considered to be equivalent throughout 14 this Agreement. 15 W. "VPN" is a virtual private network that is a method that the CONTRACTOR will 16 use to remotely access COUNTY's network. 17 X. "Hardware Configuration"means the computer hardware required to install and 18 operate MapPoint. A description of the recommended hardware configuration is set forth in Exhibit A, 19 attached hereto and by this reference incorporated herein and made part of this Agreement. 20 Y. "COUNTY Database"means a collection of data records that are maintained as a 21 single computer system that is used, accessed, or acted upon by MapPoint. 22 Z. "Problem or Defect"means any failure of MapPoint to operate in substantial 23 conformance with the Specifications. These may also include system down issues and system bugs. 24 AA. "Scope of Work"means the detailed work plan. Exhibit B and Exhibit C, 25 attached hereto and by this reference incorporated herein and made part of this Agreement, are the 26 approved and final Scopes of Work for this project. 2 7 BB. "Services"means the development, installation, training and other services to be 28 provided by CONTRACTOR as described in Exhibit B. - 3 - COUNTY OF FRESNO Fresno, CA 1 CC. "Specifications"means the description and features of MapPoint as set forth in 2 the documentation relating to MapPoint design and development supplied to COUNTY by 3 CONTRACTOR hereunder and more particularly identified in Exhibit B. 4 DD. "Support Services"means the maintenance and support services to be provided by 5 CONTRACTOR in accordance with Exhibit C. 6 EE. "Charges"means the amounts to be paid by COUNTY for services provided to 7 COUNTY under the terms of this Agreement. The charges, and payment schedule, are described in 8 Exhibit D, attached hereto and by this reference incorporated herein and made part of this Agreement. 9 FF. "Milestones"means those services as described in Exhibit D. 10 GG. "Third Party Products" means any product acquired by CONTRACTOR from an 11 outside vendor on behalf of COUNTY under the terms of this Agreement. Third Party Products 12 consisting of software are called Third Party Programs. Third Party Products are described in Exhibit A. 13 3. OBLIGATIONS OF THE CONTRACTOR 14 A. Overview 15 CONTRACTOR shall provide to COUNTY the MapPoint Dashboard and CRM 16 Application, including training, maintenance, and technical support, as set forth in this Agreement. 17 B. Products and Services 18 CONTRACTOR shall provide all products and perform all services as set forth in 19 Exhibit B, "MapPoint Dashboard and CRM Scope of Work", and Exhibit C, "Break-Fix Support and 20 Maintenance Scope of Work", attached hereto and by this reference incorporated herein and made part 21 of this Agreement. 22 1) Approval of Work Assignments by COUNTY 23 The following procedure shall be followed by CONTRACTOR in gaining 24 approval of work assignments: 25 a) COUNTY shall approve work prior to CONTRACTOR beginning 26 the work through a Scope of Work. Exhibit B and Exhibit C of this Agreement are the approved and 27 final Scopes of Work for this project. 28 4 - COUNTY OF FRESNO Fresno, CA 1 b) Whenever CONTRACTOR or COUNTY believe it is appropriate, 2 Scopes of Work will be used to define specific activities and pricing. Scopes of Work will be signed by 3 an authorized person from each party, thereby constituting approval from COUNTY for 4 CONTRACTOR to begin working. Exhibit B and Exhibit C of this Agreement are the approved and 5 final Scopes of Work for this project. Any activities not covered by Exhibit B and Exhibit C, and 6 resulting in an increase to the maximum compensation of the Agreement stated in Section Seven(7), 7 shall be adjusted with a new Scope of Work through formal amendment to this Agreement approved by 8 COUNTY and CONTRACTOR. 9 C. Support and Maintenance of MapPoint Survey Application 10 It is understood by CONTRACTOR AND COUNTY that the full MapPoint 11 Application incorporates and builds on product and services completed in Agreement No. P-16-475-1. 12 The purpose of this Agreement is also to allow for support and maintenance to the MapPoint Survey 13 Application, in the event support and maintenance needs to occur. 14 D. Services to be Provided by CONTRACTOR TO COUNTY 15 CONTRACTOR shall provide the following services to COUNTY, as set forth in 16 Exhibit B and Exhibit C and as stipulated by this Agreement. 17 1) Project Management and Implementation 18 a) Project Management Duties 19 Project Management includes the project planning, control and 20 reporting, third party and CONTRACTOR staff coordination, design and analysis, as required. The 21 duties also include the review of workflows, policies and procedures and any other non-MapPoint 22 System functions that may need realignment with the installation of MapPoint, as set forth in the Exhibit 23 B and Exhibit C and as stipulated by this Agreement. 24 b) File Building Assistance 25 File Building Assistance includes identifying data resources and 26 establishing file layouts. Upon completion of file-build, training and test conversion activities, 2 7 CONTRACTOR will initialize the production database,perform the automated load and assist 28 COUNTY with data verification activities. - 5 - COUNTY OF FRESNO Fresno, CA 1 c) Go-Live/Cut Over Support 2 CONTRACTOR personnel shall be available to answer questions and 3 assist with problem solution, including"go-live"planning, the development of an installation schedule, 4 checklists, database initialization and the commencement of operations that is timed with data 5 conversion. 6 2) MapPoint System Installation 7 CONTRACTOR shall supply and install all components of the MapPoint 8 System in accordance with this Agreement. Software installation includes hardware/network review and 9 recommendations, consultation, software installation and remote technical support. 10 3) Documentation 11 CONTRACTOR shall provide to COUNTY MapPoint System 12 Documentation, which shall consist of electronic files. The electronic files must be printable using PC 13 software normally available at COUNTY. CONTRACTOR shall provide new MapPoint System 14 Documentation corresponding to all new Software Upgrades. COUNTY may print additional copies of 15 all documentation. All MapPoint System Documentation is to be used by COUNTY only for the 16 purpose identified within this Agreement. 17 4) Training 18 CONTRACTOR will train COUNTY staff at a COUNTY designated 19 location at a time approved in writing by COUNTY. 20 5) Work Items to be Delivered 21 CONTRACTOR will deliver the work items listed in Exhibit B, MapPoint 22 Dashboard and CRM Application Scope of Work, as part of this Agreement. 23 6) Test System 24 CONTRACTOR will provide a test version of the MapPoint application to 25 be used for acceptance testing of MapPoint System modifications prior to implementation. 26 E. MapPoint System Maintenance and Support 2 7 MapPoint System maintenance and support for MapPoint commences the first day 28 of the month following the ninety(90) day warranty period after First Production Use of MapPoint and - 6 - COUNTY OF FRESNO Fresno, CA 1 continues as defined in Exhibit C and this Agreement. The date of First Production Use will be 2 identified by COUNTY and communicated to CONTRACTOR through written notice. MapPoint 3 System maintenance and support includes MapPoint System Updates of MapPoint System Software 4 necessary as a result of Regulatory Changes. CONTRACTOR will maintain and support the MapPoint 5 System by providing the following services: 6 1) Support Hours/Scope: 7 CONTRACTOR will provide unlimited technical assistance by phone 8 during normal coverage hours (8:00 a.m. to 5:00 p.m. Pacific Standard Time (PST)), Monday through 9 Friday, except CONTRACTOR and COUNTY holidays), and telephone assistance to keep the MapPoint 10 System in, or restored to, normal operating condition. The object of this support will be to answer 11 specific questions related to the MapPoint System and the application thereof. Support provided under 12 this Agreement does not include training of new personnel after initial staff is trained, operation of 13 hardware, or solving other hardware/software problems unrelated to the MapPoint System. 14 COUNTY and CONTRACTOR holidays are as follows: New Year's Day, 15 Martin Luther King Jr. Day, President's Day, Cesar Chavez Day, Memorial Day, Independence Day, 16 Labor Day, Veteran's Day, Thanksgiving (Thursday and Friday), and Christmas. If the holiday falls on 17 a weekend, then the preceding Friday or following Monday will be considered the holiday. 18 2) Support Response: 19 During the term of this Agreement, CONTRACTOR will (a) correct any 20 Error or malfunction in the MapPoint System as supplied by CONTRACTOR which prevents it from 21 operating in conformance with the Specifications set forth in this Agreement or(b)provide a 22 commercially reasonable alternative that will conform to the specifications set forth in this Agreement. 23 If analysis by CONTRACTOR indicates that a reported problem is caused 24 by a reproducible Error or malfunction in the then-current release of the MapPoint System as supplied 25 by CONTRACTOR that significantly impacts effective use of the MapPoint System by COUNTY, 26 CONTRACTOR will, if the MapPoint System is inoperable, as reported by COUNTY, correct the Error 2 7 or resolve the problem by providing a circumvention. In the event correction of the Error requires 28 continuous effort beyond the hours of 8:00 a.m. to 5:00 p.m. Pacific Time (normal support hours) - 7 - COUNTY OF FRESNO Fresno, CA 1 CONTRACTOR will make every effort to provide COUNTY with available corrective information, 2 such as corrective documentation and/or program code, and may continue to work toward resolution 3 beyond the normal working hours. 4 3) Remote VPN Diagnostics 5 Remote VPN Diagnostics Support includes: 6 • Diagnostic or corrective actions necessary to restore proper 7 MapPoint operation, 8 • Diagnostic actions which attempt to identify the cause of MapPoint 9 System problems, 10 • Correction of data file problems, and COUNTY will provide any 11 required hardware and equipment necessary at COUNTY for VPN 12 support. 13 4) Error Correction Process 14 If during the term of this Agreement COUNTY determines that an error 15 exists, COUNTY will first follow the error procedures specified in the MapPoint System 16 Documentation. If following the error procedures does not correct the Error, COUNTY shall 17 immediately notify CONTRACTOR in writing, setting forth the defects noted with specificity. Upon 18 notification of a reported Error, CONTRACTOR shall have five (5)working days to determine if actual 19 Error(s) exist and, if so, to correct, such Error(s) within fifteen(15) days. At CONTRACTOR's request, 20 additional time to solve difficult problems will not be reasonably withheld. Within fifteen(15) days of 21 correction, COUNTY shall retest the MapPoint System and report any other Error(s). 22 5) Technical Information 23 CONTRACTOR will provide technical information to COUNTY from 24 time to time. Such information may cover areas such as MapPoint usage, third party software, and other 25 matters considered relevant to COUNTY by CONTRACTOR. Technical information will be provided at 26 the discretion of CONTRACTOR, but will not be unreasonably withheld. 2 7 6) Additional Maintenance Services 28 CONTRACTOR may provide additional maintenance services at an - 8 - COUNTY OF FRESNO Fresno, CA 1 additional charge. Charges will be as identified in Section Seven(7) of this Agreement; or, if not 2 included in this Agreement, charges will be at current prices in effect at the time goods or services are 3 provided. Any service requested by COUNTY and determined by CONTRACTOR to be billable must 4 be identified as a chargeable service prior to the service being performed and must be approved in 5 writing in advance by COUNTY Contract Administrator. Additional maintenance services include, but 6 are not limited to, the following: 7 a. Additional Training: 8 Additional training at a COUNTY facility is available upon request by 9 COUNTY under the terms of this Agreement. 10 b. Data and MapPoint System Corrections: 11 Data and MapPoint System corrections include any corrective actions 12 accomplished by CONTRACTOR on-site or via VPN which are necessary 13 due to COUNTY error(s) or unauthorized modifications to source code or 14 data access by COUNTY. Unauthorized access to the data is defined as 15 any COUNTY editing of data through other than normal MapPoint System 16 usage as defined in MapPoint System Documentation. Unauthorized 17 access to source code is defined as any COUNTY access whatsoever to 18 MapPoint System source. Services provided by CONTRACTOR to make 19 the forgoing corrections shall be paid for by COUNTY at 20 CONTRACTOR'S service rates set forth in this Agreement. Services 21 provided by CONTRACTOR are not billable when they result from errors 22 caused by MapPoint or instruction provided by CONTRACTOR. 23 c. Customer Site Visits: 24 CONTRACTOR will perform COUNTY site visits, as may be requested 25 in writing by COUNTY, for reasons such as, but not limited to, (1) 26 additional MapPoint System training on hardware or software usage; (2) 27 resolution of MapPoint System difficulties not resulting from actions by, 28 or otherwise the responsibility of, CONTRACTOR(as determined by - 9 - COUNTY OF FRESNO Fresno, CA 1 mutual agreement between CONTRACTOR and COUNTY); (3) 2 installation of software releases; and (4) assistance in equipment 3 maintenance, movement or diagnosis. CONTRACTOR will advise the 4 COUNTY of any applicable charges for such services. 5 e. Custom Programming: 6 Requests for supplemental programming or customization of MapPoint 7 System features not covered under this Agreement are available to 8 COUNTY. Such requests will be reviewed by CONTRACTOR and must 9 be requested in writing in advance by COUNTY Contract Administrator. 10 Charges will be at rates identified in this Agreement. A test plan must be 11 approved. Test results must be approved prior to implementation. 12 Payment for custom work is contingent upon the approval of the 13 implementation by the COUNTY Project Manager. The parties will agree 14 upon a payment plan for all custom programming at the time the 15 specifications are agreed upon. 16 f. Third Party Software Support 17 On-site support for installation and maintenance of any software 18 purchased from CONTRACTOR other than MapPoint identified in this 19 Agreement is to be made available. Telephone support for third-party 20 software is also to be available at the rate specified in this Agreement. 21 Third party software supported under this Agreement includes, and is 22 limited to computer, operating systems, third-party applications, relational 23 data base management systems, and word processing. CONTRACTOR 24 reserves the right to refer COUNTY to the software manufacturer for 25 support services. Any billable third-party software support must be 26 identified by CONTRACTOR as billable and approved in writing in 2 7 advance by COUNTY Contract Administrator. 28 F. CONTRACTOR Project Coordination - 10 - COUNTY OF FRESNO Fresno, CA 1 1) CONTRACTOR Staff- 2 Prior to the effective date of this Agreement, CONTRACTOR shall have 3 provided to COUNTY names of and resumes for Key Staff who will perform services under this 4 Agreement and their positions. CONTRACTOR shall also provide to COUNTY job descriptions for 5 Key Staff positions. Except in the case of a leave of absence, sickness, death, or termination of 6 employment, Key Staff shall not be changed until Acceptance of the MapPoint System without the prior 7 written approval of COUNTY. During the term of the Agreement, COUNTY reserves the right to 8 approve or disapprove CONTRACTOR's Key Staff assigned to this Agreement, to approve or 9 disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any 10 CONTRACTOR Key Staff found unacceptable by COUNTY, subject to COUNTY's compliance with 11 applicable laws. COUNTY shall provide to CONTRACTOR its reasons for requesting the removal or 12 reassignment of any CONTRACTOR Key Staff. CONTRACTOR shall provide COUNTY with a 13 resume of any member of its Key Staff assigned to or proposed to be assigned to any aspect of the 14 performance of this Agreement prior to commencing any services. COUNTY shall not unreasonably 15 seek replacement of CONTRACTOR Key Staff nor shall it unreasonably withhold approval of 16 replacement staff. 17 All Staff proposed by CONTRACTOR as replacements for other Key 18 Staff shall have comparable or greater skills for performing the activities as performed by the Key Staff 19 being replaced. 20 G. MapPoint System Updates and New Products 21 CONTRACTOR will provide COUNTY staff with support and instruction for 22 loading the following onto the COUNTY MapPoint System: 23 1) MapPoint System Updates: 24 From time to time CONTRACTOR will develop and provide MapPoint 25 System Updates to COUNTY. MapPoint System Updates shall be subject to the terms and conditions of 26 this Agreement and shall be deemed MapPoint System software hereunder and will be made available to 2 7 COUNTY at no additional charge to COUNTY. MapPoint System Updates will be made available to 28 COUNTY at the discretion of CONTRACTOR but will not be unreasonably withheld. 11 - COUNTY OF FRESNO Fresno, CA 1 2) New Products: 2 CONTRACTOR may from time to time release new software whose 3 capabilities are substantially different from or greater than the MapPoint System(New Products) and 4 which therefore do not constitute MapPoint System Updates. These New Products will be made 5 available to COUNTY at a cost not to exceed CONTRACTOR's then standard rates for customers 6 similarly situated. 7 H. Security Access by CONTRACTOR to COUNTY Infrastructure, Systems, and 8 Applications 9 CONTRACTOR will comply with the known contracted security requirements to 10 only access and utilize COUNTY secure connections in an appropriate and secure manner to ensure the 11 safety and security of the COUNTY and the CONTRACTOR. 12 CONTRACTOR will access COUNTY systems using a secure authentication 13 mechanism that enforces encryption of data in transit and authorization and accountability of access to 14 those systems. 15 CONTRACTOR will define the following criteria for their access: 16 1) Time Frame of Access (i.e. 8:00 a.m. to 5:00 p.m., 24 hours x 7 days a 17 week,upon request with agreed SLA) 18 2) Limit to Access (i.e. COUNTY resources CONTRACTOR will be 19 engaging with) 20 a. Any COUNTY resources that involve administration or change 21 that could affect other applications, systems, or services to the COUNTY outside of the Scope of Work 22 requires approval by the Chief Information Officer(CIO), Information Technology Services Department 23 (ITSD). 24 3) Level of Access 25 a. The principle of least privilege and separation of duty should be 26 implemented for any CONTRACTOR level access. 2 7 b. CONTRACTOR access should be limited to and include only that 28 which is necessary to initiate, implement, or make change to the CONTRACTOR supported systems at - 12 - COUNTY OF FRESNO Fresno, CA 1 those times. 2 C. At all other times, CONTRACTOR access should be limited to no 3 more than is needed to monitor or perform evaluation of CONTRACTOR supported systems to identify 4 work or additional temporary access needs. 5 4) Data Access 6 a. CONTRACTOR should only have access to data appropriate to the 7 performance of their obligations for support and maintenance of the COUNTY system. 8 b. CONTRACTOR should not have access to PHI/HIPAA data of 9 any public or private person unless appropriate safeguards and agreements are in place. 10 i. This type of data also shall never be allowed to be copied 11 or duplicated outside of the COUNTY environment, including not to be exported to supporting 12 CONTRACTOR in its raw form. 13 ii. In every effort, de-identified data should be used in 14 development and test environments, and when importing production data to those environments that data 15 should again be scrubbed for identifying information and cleaned. 16 5) CONTRACTOR will implement an appropriate change control and 17 change log process for each connection to and modification of a COUNTY system or application. 18 a. This change log, statement of work performed, or summary of 19 work to be performed should be shared with their designated COUNTY ITSD Analyst if possible before 20 work is performed,but always as soon as possible after work is performed. 21 6) CONTRACTOR will notify their COUNTY assigned contacts and ITSD 22 of any staff changes that may have or do have knowledge of or access to COUNTY logins, application 23 access, or any other critical or sensitive information or data. Notification is also required in any instance 24 in which there is an incident that could have divulged the previous listed information to an unauthorized 25 party, including loss of devices or compromise. 26 a. Access accounts to the COUNTY systems, network, or 27 applications should be changed as soon as notification is received. 28 Should CONTRACTOR cause interruption, destruction, or unauthorized or - 13 - COUNTY OF FRESNO Fresno, CA 1 unplanned changes to COUNTY systems in or outside their domain of responsibility, ITSD reserves the 2 right to enforce restrictions upon the above levels of access. 3 I. Adherence to Change Control Process 4 CONTRACTOR must adhere to COUNTY's Change Control Process. ITSD 5 employs a procedure to implement updates, upgrades, and version releases to MapPoint System that is in 6 production use. This forum allows ITSD to inform staff(Help Desk,Network, Server, Database, 7 Security, and Analysts) of upcoming changes to a production system. CONTRACTOR must inform 8 ITSD a minimum of one (1)week prior to any planned, non-emergency changes so that the Change 9 Control Process may be followed. 10 3. OBLIGATIONS OF THE COUNTY 11 A. COUNTY Contract Administrator 12 COUNTY appoints the Chief Information Officer(CIO), Information Technology 13 Services Department(ITSD), or designee, as COUNTY's Contract Administrator with full authority to 14 deal with CONTRACTOR on all issues concerning this Agreement. 15 COUNTY shall be actively involved in the setting of specifications for the 16 services to be performed and the procedures for testing results for work completed pursuant to this 17 Agreement. 18 COUNTY shall further be responsible to timely complete the following: 19 1) Provide approval and/or request in-scope changes to CONTRACTOR at 20 agreed upon project milestones, or as requested in writing by CONTRACTOR; and 21 2) Provide content for which COUNTY is responsible to CONTRACTOR at 22 agreed upon time or as requested in writing by CONTRACTOR. 23 COUNTY shall receive a seven (7)business day grace period for compliance with 24 the above responsibilities. If COUNTY has not complied after the grace period expires, then COUNTY 25 shall pay penalty fee of One Hundred and No/l00 dollars ($100)per day for each subsequent calendar 26 day of noncompliance; payment of penalty fees are due upon receipt. 27 Further, COUNTY's failure to comply after the grace period shall constitute 28 waiver of COUNTY's right to so participate in the subject work. In such case, CONTRACTOR shall - 14 - COUNTY OF FRESNO Fresno, CA 1 have the right to proceed to final delivery without subject approval and/or content, and invoice 2 COUNTY accordingly. 3 B. Hosting Infrastructure 4 COUNTY is responsible for providing the hosting infrastructure to include server 5 setup, connectivity, and domain name acquisition for MapPoint. 6 C. Acceptance Testing 7 COUNTY shall provide Final System Acceptance when the MapPoint System has 8 been successfully tested and satisfactorily performs all functions pursuant to the Test Plan, and all 9 deliverables identified in this Agreement as required for acceptance have been received by COUNTY. 10 1) Acceptance Testing Process: 11 Acceptance Testing shall be a process whereby COUNTY personnel at key 12 project checkpoints determine that Contract Deliverables meet MapPoint requirements. The Acceptance 13 Testing process shall apply to the period of time between MapPoint Installation through Final MapPoint 14 System Acceptance and to any MapPoint Updates as defined in Exhibit C of this Agreement. The 15 Testing Process will be agreed upon by COUNTY and CONTRACTOR and is outlined in Exhibit B. 16 2) Testing: 17 CONTRACTOR will notify COUNTY when software is installed in 18 accordance with its specifications. COUNTY will start and complete testing within the time period 19 specified by Exhibit B. CONTRACTOR will correct errors in a timely manner. In the event of 20 errors/testing deficiencies that prevent testing from occurring, the test period will restart. 21 COUNTY shall test the Contract Deliverables in accordance with procedures 22 specified in the Acceptance Test Plan,plus any other test(s)that will be mutually developed by 23 CONTRACTOR and COUNTY for the purpose of determining whether MapPoint meets the 24 Specifications. 25 The System will be considered accepted when testing is completed or 26 COUNTY commences use of the system for productive purposes. 2 7 D. Acceptance by Default 28 COUNTY shall not be deemed to have accepted or approved any portion of the - 15 - COUNTY OF FRESNO Fresno, CA 1 MapPoint System and shall not be deemed to have accepted or approved Final MapPoint System 2 Acceptance by its use of the System, (other than Production Use)prototypes or demonstration units. 3 E. Acceptance Notification 4 COUNTY's Contract Administrator shall notify CONTRACTOR in writing when 5 the MapPoint Software has passed Final System Acceptance. 6 F. Facilities and Preparation 7 COUNTY will, at its own expense, provide all necessary labor and materials for 8 site preparation, electrical services, and cabling required for MapPoint installation. 9 G. MapPoint System Hardware and MapPoint System Software 10 COUNTY will, at its own expense, provide all necessary COUNTY System 11 Software and COUNTY System Hardware required to operate MapPoint. Said COUNTY System 12 Software and COUNTY System Hardware shall meet or exceed CONTRACTOR's recommendations as 13 defined in Exhibit A. 14 H. County Project Manager 15 Upon execution of this Agreement, COUNTY ITSD shall designate one 16 individual, either COUNTY staff or CONTRACTOR staff, who will report to the Information 17 Technology Services Department and will function as Project Manager with responsibility for day-to- 18 day management of the project for implementation of the MapPoint System. Upon Final MapPoint 19 System Acceptance, COUNTY Project Managers from ITSD and the user departments will be appointed 20 to be the primary interface between COUNTY and CONTRACTOR for on-going maintenance and 21 support of MapPoint. 22 4. SOFTWARE OWNERSHIP AND PROPRIETARY INFORMATION 23 Any computer code owned by CONTRACTOR that is used by CONTRACTOR or 24 COUNTY for services performed related to this Agreement will be subject to CONTRACTOR license 25 agreement for such software. Use of computer code that is owned by CONTRACTOR or third party 26 shall not disturb the preexisting ownership of such computer code (i.e., ownership shall not transfer to 27 COUNTY unless a sale is specifically negotiated and agreed to, in writing). 28 Any custom software or technical solutions developed by CONTRACTOR, for the - 16 - COUNTY OF FRESNO Fresno, CA 1 exclusive use of COUNTY according to the terms of this Agreement, and paid for by COUNTY, will be 2 owned by COUNTY. 3 COUNTY will protect all confidential or proprietary information, trade secrets and 4 methods of doing business of CONTRACTOR revealed to COUNTY during the performance of 5 services related to this Agreement. Protection of this information by COUNTY will survive in 6 perpetuity. 7 CONTRACTOR will protect all confidential or proprietary information, trade secrets and 8 methods of doing business of COUNTY revealed to CONTRACTOR during the performances of 9 services related to this Agreement. Protection of this information by CONTRACTOR and by the 10 CONTRACTOR Professionals who provide services to COUNTY will survive in perpetuity. However, 11 CONTRACTOR will not be prohibited from working on similar projects or providing similar services 12 for organizations competitive to COUNTY. CONTRACTOR will not use any COUNTY confidential or 13 propriety information in providing such services to competitors. 14 5. TERM 15 This Agreement shall become effective retroactively to the 1 st day of December, 2016 16 and shall be effective through the 30th day of June, 2017. 17 This Agreement, subject to satisfactory performance and subject to available State 18 funding each year, shall be extended for four(4) additional consecutive twelve (12) month periods upon 19 the same terms and conditions herein set forth,unless written notice of non-renewal is given by 20 COUNTY or CONTRACTOR or COUNTY's DBH Director, or designee, not later than thirty(30) days 21 prior to the close of the current Agreement term. 22 6. TERMINATION 23 A. If either party is in default of any of its material obligations hereunder, and has 24 not commenced cure within ten(10) days and effected cure within thirty(30) days of receipt of written 25 notice of default from the other party(the non-defaulting party), then the non-defaulting party may 26 terminate this Agreement on written notice to the defaulting party. 2 7 B. Non-Allocation of Funds - The terms of this Agreement, and the services to be 28 provided thereunder, are contingent on the approval of funds by the appropriating government agency. - 17 - COUNTY OF FRESNO Fresno, CA 1 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 2 terminated at any time by giving CONTRACTOR thirty(30) days advance written notice. 3 C. Breach of Contract- COUNTY may immediately suspend or terminate this 4 Agreement in whole or in part, where in the determination of COUNTY there is: 5 1) An illegal or improper use of funds; 6 2) A failure to comply with any term of this Agreement; 7 3) A substantially incorrect or incomplete report submitted to COUNTY; 8 4) Improperly performed service. 9 In no event shall any payment by COUNTY constitute a waiver by COUNTY of 10 any breach of this Agreement or any default which may then exist on the part of CONTRACTOR. 11 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the 12 breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment 13 to the COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the 14 judgment of COUNTY were not expended in accordance with the terms of this Agreement. The 15 CONTRACTOR shall promptly refund any such funds upon demand or at COUNTY's option such 16 repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement. 17 D. Without Cause -Under circumstances other than those set forth above, this 18 Agreement may be terminated by COUNTY upon the giving of sixty(60) days advance written notice of 19 an intention to terminate to CONTRACTOR. 20 7. COMPENSATION AND INVOICING 21 A. Invoices and Payments 22 CONTRACTOR shall submit all invoices to DBHInvoices@co.fresno.ca.us. 23 In consideration of the services to be performed and the products to be provided 24 by CONTRACTOR, COUNTY agrees to pay CONTRACTOR the charges at the times and in the 25 amounts set forth in Exhibit D. 26 Invoices are payable net forty-five (45) days after invoice date, unless other 2 7 payment terms are agreed to by COUNTY and CONTRACTOR in writing. In the event COUNTY does 28 not pay an invoice within forty-five (45) days, CONTRACTOR will have the right to assess and - 18 - COUNTY OF FRESNO Fresno, CA 1 COUNTY agrees to pay, a penalty equal to one and one half percent (1 1/2%) of the invoice amount, or 2 the highest amount allowed by law, for each forty-five (45) day period the invoice or portion thereof 3 remains unpaid. 4 If COUNTY has a dispute with any invoiced charges, COUNTY will, within ten 5 (10) days from receipt of invoice, notify CONTRACTOR of such dispute and work with 6 CONTRACTOR to quickly resolve such dispute. Written Notifications are to be addressed to: JP 7 Prendergast, Business Development Manager, Shift3 Technologies, 700 Van Ness Avenue, Fresno, 8 CA 93721, or emailed to:jprendergast(&,,shift3tech.com. Confirmation that the dispute has been 9 received will be issued by CONTRACTOR within twenty-four(24)hours of receipt. If no confirmation 10 has been received by the COUNTY in a timely manner,please call JP Prendergast at(559) 593-1684 11 and notify that a dispute has been issued. During dispute resolution, COUNTY agrees to only withhold 12 payment on the disputed portion of an invoice and will pay the undisputed portion. In the event the 13 dispute cannot be settled, either party may initiate the governing law procedure as found in Section 14 Thirty-One (31) of this Agreement, 15 CONTRACTOR agrees that it will not revise the charges for services during the 16 term of this Agreement. 17 Unless specific fixed price terms are approved by both parties in a scope of work 18 or proposal, all services performed by CONTRACTOR will be rendered on a time and material basis 19 calculated using CONTRACTOR then prevailing hourly rates; and any estimates made by 20 CONTRACTOR for the cost of services to COUNTY, will be made in good faith but will in no event be 21 construed as a fixed price agreement between the parties absent a scope of work or proposal specifically 22 stating fixed price terms. COUNTY understands that the hourly rate for CONTRACTOR Professionals 23 can vary depending on type of service performed, skill level, and the length and urgency of work 24 assignments. Exhibit B and Exhibit C of this Agreement are the approved and final Scopes of Work for 25 this project. 26 B. Taxes 27 The fees and costs payable under this Agreement will not be construed to include 28 local, state, or federal sales, use, excise, or other similar taxes or duties, and any such taxes will be - 19 - COUNTY OF FRESNO Fresno, CA 1 assumed and paid by COUNTY, except those taxes based on the net income or personal property of 2 CONTRACTOR. 3 C. MapPoint System Maintenance and Support Fees 4 COUNTY shall pay CONTRACTOR for MapPoint System Maintenance and 5 Support per the schedule in Exhibit D. CONTRACTOR shall invoice COUNTY for MapPoint System 6 Maintenance and Support fees annually in advance,beginning on the first day of the month following 7 completion of the ninety(90) day warranty from the day of first production use of the MapPoint System. 8 The MapPoint Database and CRM Application will not be used for production until it has passed Final 9 System Acceptance. COUNTY represents that MapPoint System Maintenance and Support fees are not 10 subject to the State sales tax or similar taxes due to MapPoint System Software and Maintenance 11 Releases being transmitted by remote telecommunications from CONTRACTOR to COUNTY. Any 12 sales or similar tax which may be assessed shall be paid by COUNTY. 13 D. Maximum Compensation 14 The maximum compensation amount under this Agreement for the period of 15 December 1, 2016 through June 30, 2017 shall not exceed Three Hundred, Twenty-Three Thousand, 16 Five Hundred and No/100 Dollars ($323,500.00). The maximum compensation amount under this 17 Agreement shall not exceed Forty-Eight Thousand and No/100 Dollars ($48,000.00) for each subsequent 18 twelve-month period during the remainder of the term of this Agreement. 19 8. INDEPENDENT CONTRACTOR 20 In performance of the work, duties, and obligations assumed by CONTRACTOR under 21 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of 22 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as 23 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 24 employee,joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right 25 to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work 26 and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that 27 CONTRACTOR is performing their obligations in accordance with the terms and conditions thereof. 28 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and - 20 - COUNTY OF FRESNO Fresno, CA 1 regulations, if any, of governmental authorities having jurisdiction over matters which are directly or 2 indirectly the subject of this Agreement. 3 Because of its status as an independent contractor, CONTRACTOR shall have absolutely 4 no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be 5 solely liable and responsible for providing to, or on behalf of, its employees all legally-required 6 employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY 7 harmless from all matters relating to payment of CONTRACTOR's employees, including compliance 8 with Social Security, withholding, and all other regulations governing such matters. It is acknowledged 9 that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated 10 to COUNTY or to this Agreement. 11 9. MODIFICATION 12 Any matters of this Agreement may be modified from time to time by the written consent 13 of all the parties without, in any way, affecting the remainder. 14 10. NON-ASSIGNMENT 15 No party shall assign, transfer or subcontract this Agreement nor their rights or duties 16 under this Agreement without the prior written consent of COUNTY. 17 11. HOLD-HARMLESS 18 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request, 19 defend COUNTY, its officers, agents and employees from any and all costs and expenses including 20 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to COUNTY 21 in connection with the performance, or failure to perform,by CONTRACTOR, its officers, agents or 22 employees under this Agreement, and from any and all costs and expenses, including attorney fees and 23 court costs, damages, liabilities, claims and losses occurring or resulting to any person, firm or 24 corporation who may be injured or damaged by the performance, or failure to perform, of 25 CONTRACTOR, their officers, agents or employees under this Agreement. 26 CONTRACTOR agrees to indemnify COUNTY for Federal and/or State of California 27 audit exceptions resulting from noncompliance herein on the part of CONTRACTOR. 28 12. INSURANCE - 21 - COUNTY OF FRESNO Fresno, CA 1 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR, or 2 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the 3 following insurance policies throughout the term of this Agreement: 4 A. Commercial General Liability 5 Commercial General Liability Insurance with limits of not less than One Million 6 Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including completed operations,product 8 liability, contractual liability, Explosion, Collapse, and Underground(XCU), fire legal liability or any other liability insurance deemed necessary because of the 9 nature of the Agreement. 10 B. Automobile Liability 11 Comprehensive Automobile Liability Insurance with limits for bodily injury of 12 not less than Two Hundred Fifty Thousand Dollars ($250,000)per person, Five Hundred Thousand Dollars ($500,000)per accident and for property damages of 13 not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined 14 single limit of Five Hundred Thousand Dollars ($500,000). Coverage should include owned and non-owned vehicles used in connection with this Agreement. 15 16 C. Professional Liability 1-7 If CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N., L.C.S.W., L.M.F.T.) in providing services, Professional Liability Insurance with 18 limits of not less than One Million Dollars ($1,000,000)per occurrence, Three 19 Million Dollars ($3,000,000) annual aggregate. 20 D. Real and Property Insurance CONTRACTOR shall maintain a policy of insurance for all risk personal property 21 coverage which shall be endorsed naming the County of Fresno as an additional 22 loss payee. The personal property coverage shall be in an amount that will cover the total of the COUNTY purchase and owned property, at a minimum, as 23 discussed in Section Nineteen (19) of this Agreement. 24 All Risk Property Insurance 25 CONTRACTOR will provide property coverage for the full replacement value of 26 the COUNTY's personal property in possession of CONTRACTOR and/or used in the execution of this Agreement. COUNTY will be identified on an appropriate 2-7 certificate of insurance as the certificate holder and will be named as an 28 Additional Loss Payee on the Property Insurance Policy. - 22 - COUNTY OF FRESNO Fresno, CA 1 E. Worker's Compensation 2 A policy of Worker's Compensation Insurance as may be required by the California Labor Code. 3 4 CONTRACTOR shall obtain endorsements to the Commercial General Liability 5 insurance naming the County of Fresno, its officers, agents, and employees, individually and 6 collectively, as additional insured, but only insofar as the operations under this Agreement are 7 concerned. Such coverage for additional insured shall apply as primary insurance and any other 8 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess 9 only and not contributing with insurance provided under CONTRACTORS's policies herein. This 10 insurance shall not be cancelled or changed without a minimum of thirty(30) days advance written 11 notice given to COUNTY. 12 Within thirty(30) days from the date CONTRACTOR signs this Agreement, 13 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the 14 foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health, 3133 15 N. Millbrook Ave, Fresno, California, 93703, Attention: Contracts Division, stating that such insurance 16 coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and 17 employees will not be responsible for any premiums on the policies; that such Commercial General 18 Liability insurance names the County of Fresno, its officers, agents and employees, individually and 19 collectively, as additional insured,but only insofar as the operations under this Agreement are 20 concerned; that such coverage for additional insured shall apply as primary insurance and any other 21 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be 22 excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and 23 that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, 24 written notice given to COUNTY. 25 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as 26 herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this 27 Agreement upon the occurrence of such event. 28 All policies shall be with admitted insurers licensed to do business in the State of - 23 - COUNTY OF FRESNO Fresno, CA 1 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of 2 A FSC VII or better. 3 43. WARRANTIES 4 CONTRACTOR warrants that the services performed under this Agreement will be 5 performed on a best effort basis by qualified CONTRACTOR Professionals. CONTRACTOR further 6 warrants that the products provided under this Agreement will substantially conform in all material 7 respects with their specifications. If a problem of defect occurs while COUNTY is receiving support 8 services, CONTRACTOR will correct the problem or defect in accordance with the support services 9 provisions set forth in Exhibit C. 10 The foregoing warranties are in lieu of all other warranties and conditions expressed or 11 implied, whether in relation to the programs or the provision of any services including, but not limited 12 to, those concerning merchantability and fitness for a particular purpose or arising by trade usage or 13 course of dealing. 14 14. LIABILITY 15 In the event COUNTY claims that CONTRACTOR has damaged COUNTY as a result of 16 CONTRACTOR's actions, COUNTY will, within ninety(90) days of knowing of the claimed damages, 17 notify CONTRACTOR in writing of its claim, with justification for the claim amount. Any claim made 18 by COUNTY after ninety(90) days of knowing of the claimed damages will not be enforceable. 19 CONTRACTOR can accept responsibility for the claimed damages and choose to correct them or 20 reimburse COUNTY. In the event the dispute cannot be settle either party may initiate the governing 21 law procedure as found in Section Thirty-One (31) of this Agreement. 22 CONTRACTOR will use reasonable efforts in performing the services to be provided 23 related to this Agreement, but CONTRACTOR will not be liable for any delays resulting from 24 circumstances or causes beyond its control. 25 15. REPORTS 26 CONTRACTOR shall furnish to COUNTY such statements, records, reports, data, and 27 other information as COUNTY's DBH may request pertaining to matters covered by this Agreement. In 28 the event that CONTRACTOR fails to provide such reports or other information required hereunder, it - 24 - COUNTY OF FRESNO Fresno, CA 1 shall be deemed sufficient cause for COUNTY to withhold payments until there is compliance. In 2 addition, CONTRACTOR shall provide written notification and explanation to COUNTY within five 3 (5) days of any funds received from another source to conduct the same services covered by this 4 Agreement. 5 16. MONITORING 6 CONTRACTOR agrees to extend to COUNTY's staff, COUNTY's DBH Director and 7 the State Department of Health Care Services, or their designees, the right to review and monitor 8 records, programs or procedures, at any time, in regard to clients in order to ensure compliance with the 9 terms and conditions of this Agreement. 10 17. REFERENCES TO LAWS AND RULES 11 In the event any law, regulation, or policy referred to in this Agreement is amended 12 during the term thereof, the parties hereto agree to comply with the amended provision as of the 13 effective date of such amendment. 14 18. CONFIDENTIALITY 15 All services performed by CONTRACTOR under this Agreement and any information 16 CONTRACTOR creates, receives, or maintains pertaining to protected health information shall be in 17 strict conformance with all applicable Federal, State of California and/or local laws and regulations 18 relating to confidentiality. 19 19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT 20 A. The parties to this Agreement shall be in strict conformance with all applicable 21 Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850, 22 and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, 23 Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code-and the Health 24 Insurance Portability and Accountability Act(HIPAA), including but not limited to Section 1320 D et 25 seq. of Title 42, United States Code (USC) and its implementing regulations, including, but not limited 26 to Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic 2 7 and Clinical Health Act(HITECH)regarding the confidentiality and security of patient information, and 28 the Genetic Information Nondiscrimination Act(GINA) of 2008 regarding the confidentiality of genetic - 25 - COUNTY OF FRESNO Fresno, CA I information. 2 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business 3 Associate of COUNTY, may use or disclose Protected Health Information(PHI) to perform functions, 4 activities or services for or on behalf of COUNTY, as specified in this Agreement,provided that such 5 use or disclosure shall not violate the Health Insurance Portability and Accountability Act(HIPAA), 6 USC 1320d et seq. The uses and disclosures of PHI may not be more expansive than those applicable to 7 COUNTY, as the "Covered Entity"under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as 8 authorized for management, administrative or legal responsibilities of the Business Associate. 9 B. CONTRACTOR, including its subcontractors and employees, shall protect, from 10 unauthorized access, use, or disclosure of names and other identifying information, including genetic 11 information, concerning persons receiving services pursuant to this Agreement, except where permitted 12 in order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504 13 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving 14 services pursuant to a COUNTY funded program. This requirement applies to electronic PHI. 15 CONTRACTOR shall not use such identifying information or genetic information for any purpose other 16 than carrying out CONTRACTOR's obligations under this Agreement. 17 C. CONTRACTOR, including its subcontractors and employees, shall not disclose 18 any such identifying information or genetic information to any person or entity, except as otherwise 19 specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law, 20 required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that 21 is permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to 22 limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request. 23 D. For purposes of the above sections, identifying information shall include, but not 24 be limited to name, identifying number, symbol, or other identifying particular assigned to the 25 individual, such as finger or voice print, or photograph. 26 E. For purposes of the above sections, genetic information shall include genetic tests 27 of family members of an individual or individual, manifestation of disease or disorder of family 28 members of an individual, or any request for or receipt of, genetic services by individual or family - 26 - COUNTY OF FRESNO Fresno, CA 1 members. Family member means a dependent or any person who is first, second, third, or fourth degree 2 relative. 3 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time 4 and manner designated by COUNTY, to PHI in a designated record set(as defined in 45 CFR Section 5 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524 6 regarding access by individuals to their PHI. With respect to individual requests, access shall be 7 provided within thirty(30) days from request. Access may be extended if CONTRACTOR cannot 8 provide access and provides individual with the reasons for the delay and the date when access may be 9 granted. PHI shall be provided in the form and format requested by the individual or COUNTY. 10 CONTRACTOR shall make any amendment(s) to PHI in a designated record set 11 at the request of COUNTY or individual, and in the time and manner designated by COUNTY in 12 accordance with 45 CFR Section 164.526. 13 CONTRACTOR shall provide to COUNTY or to an individual, in a time and 14 manner designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to 15 permit COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in 16 accordance with 45 CFR Section 164.528. 17 G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or 18 reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident, or 19 breach of unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and 20 without reasonable delay and in no case later than two (2)business days of discovery. Immediate 21 notification shall be made to COUNTY's Information Security Officer and Privacy Officer and 22 COUNTY's DBH HIPAA Representative, within two (2)business days of discovery. The notification 23 shall include, to the extent possible, the identification of each individual whose unsecured PHI has been, 24 or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached. 25 CONTRACTOR shall take prompt corrective action to cure any deficiencies and 26 any action pertaining to such unauthorized disclosure required by applicable Federal and State Laws and 27 regulations. CONTRACTOR shall investigate such breach and is responsible for all notifications 28 required by law and regulation or deemed necessary by COUNTY and shall provide a written report of - 27 - COUNTY OF FRESNO Fresno, CA 1 the investigation and reporting required to COUNTY's Information Security Officer and Privacy Officer 2 and COUNTY's DBH HIPAA Representative. This written investigation and description of any 3 reporting necessary shall be postmarked within the thirty(30) working days of the discovery of the 4 breach to the addresses below: 5 County of Fresno County of Fresno County of Fresno 6 Dept. of Behavioral Health Dept. of Public Health Information Technology Services HIPAA Representative Privacy Officer Information Security Officer (559) 600-6798 (559) 600-6405 (559) 600-5800 3147 N. Millbrook Ave (559) 600-6439 2048 N. Fine Street 8 Fresno, CA 93703 P.O. Box 11867 Fresno, CA 93727 9 Fresno, CA 93775 10 H. CONTRACTOR shall make its internal practices, books, and records relating to 11 the use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR 12 on behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including,but not limited to the 13 requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal 14 practices,books, and records relating to the use and disclosure of PHI received from COUNTY, or 15 created or received by the CONTRACTOR on behalf of COUNTY, available to the United States 16 Department of Health and Human Services (Secretary)upon demand. 1-7 CONTRACTOR shall cooperate with the compliance and investigation reviews 18 conducted by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR's 19 normal business hours, however, upon exigent circumstances access at any time must be granted. Upon 20 the Secretary's compliance or investigation review, if PHI is unavailable to CONTRACTOR and in 21 possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary. 22 I. Safe_ug ards 23 CONTRACTOR shall implement administrative, physical, and technical 24 safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and 25 appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI that 26 it creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access, 2-7 viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement. 28 CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks and - 28 - COUNTY OF FRESNO Fresno, CA 1 vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall 2 develop and maintain a written information privacy and security program that includes administrative, 3 technical and physical safeguards appropriate to the size and complexity of CONTRACTOR's 4 operations and the nature and scope of its activities. Upon COUNTY's request, CONTRACTOR shall 5 provide COUNTY with information concerning such safeguards. 6 CONTRACTOR shall implement strong access controls and other security 7 safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g., 8 PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the 9 following administrative and technical password controls for all systems used to process or store 10 confidential, personal, or sensitive data: 11 1. Passwords must not be: 12 a. Shared or written down where they are accessible or recognizable 13 by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area; 14 b. A dictionary word; or 15 C. Stored in clear text 16 2. Passwords must be: 17 a. Eight(8) characters or more in length; 18 b. Changed every ninety(90) days; 19 C. Changed immediately if revealed or compromised; and 20 d. Composed of characters from at least three (3) of the following 21 four(4) groups from the standard keyboard: 22 1) Upper case letters (A-Z); 23 2) Lowercase letters (a-z); 24 3) Arabic numerals (0 through 9); and 25 4) Non-alphanumeric characters (punctuation symbols). 26 CONTRACTOR shall implement the following security controls on each 2 7 workstation or portable computing device (e.g., laptop computer) containing confidential, 28 personal, or sensitive data: - 29 - COUNTY OF FRESNO Fresno, CA 1 1. Network-based firewall and/or personal firewall; 2 2. Continuously updated anti-virus software; and 3 3. Patch management process including installation of all operating 4 system/software vendor security patches. 5 CONTRACTOR shall utilize a commercial encryption solution that has received 6 FIPS 140-2 validation to encrypt all confidential,personal, or sensitive data stored on portable electronic 7 media(including, but not limited to, compact disks and thumb drives) and on portable computing 8 devices (including, but not limited to, laptop and notebook computers). 9 CONTRACTOR shall not transmit confidential,personal, or sensitive data via e- 10 mail or other internet transport protocol unless the data is encrypted by a solution that has been validated 11 by the National Institute of Standards and Technology(MIST) as conforming to the Advanced 12 Encryption Standard(AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its 13 employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for terminating 14 access to PHI when employment of employee ends. 15 J. Mitigation of Harmful Effects 16 CONTRACTOR shall mitigate, to the extent practicable, any harmful 17 effect that is suspected or known to CONTRACTOR of an unauthorized access, viewing, use, 18 disclosure, or breach of PHI by CONTRACTOR or its subcontractors in violation of the requirements of 19 these provisions. CONTRACTOR must document suspected or known harmful effects and the 20 outcome. 21 K. CONTRACTOR's Subcontractors 22 CONTRACTOR shall ensure that any of its contractors, including subcontractors, 23 if applicable, to whom CONTRACTOR provides PHI received from or created or received by 24 CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that 25 apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant 26 provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.. 27 L. Employee Training and Discipline 28 CONTRACTOR shall train and use reasonable measures to ensure compliance - 30 - COUNTY OF FRESNO Fresno, CA 1 with the requirements of these provisions by employees who assist in the performance of functions or 2 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such 3 employees who intentionally violate any provisions of these provisions, including termination of 4 employment. 5 M. Termination for Cause 6 Upon COUNTY's knowledge of a material breach of these provisions by 7 CONTRACTOR, COUNTY shall either: 8 1. Provide an opportunity for CONTRACTOR to cure the breach or end the 9 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation 10 within the time specified by COUNTY; or 11 2. Immediately terminate this Agreement if CONTRACTOR has breached a 12 material term of these provisions and cure is not possible. 13 3. If neither cure nor termination is feasible, the COUNTY's Privacy Officer 14 shall report the violation to the Secretary of the U.S. Department of Health and Human Services. 15 N. Judicial or Administrative Proceedings 16 COUNTY may terminate this Agreement in accordance with the terms and 17 conditions of this Agreement as written hereinabove, if. (1) CONTRACTOR is found guilty in a 18 criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or(2) a 19 finding or stipulation that the CONTRACTOR has violated a privacy or security standard or requirement 20 of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in 21 which the CONTRACTOR is a party. 22 O. Effect of Termination 23 Upon termination or expiration of this Agreement for any reason, 24 CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received by 25 CONTRACTOR on behalf of COUNTY)that CONTRACTOR still maintains in any form, and shall 26 retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to extend 27 the protections of these provisions to such information, and limit further use of such PHI to those 28 purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI - 31 - COUNTY OF FRESNO Fresno, CA 1 that is in the possession of subcontractors or agents, if applicable, of CONTRACTOR. If 2 CONTRACTOR destroys the PHI data, a certification of date and time of destruction shall be provided 3 to the COUNTY by CONTRACTOR. 4 P. Disclaimer 5 COUNTY makes no warranty or representation that compliance by 6 CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be 7 adequate or satisfactory for CONTRACTOR's own purposes or that any information in 8 CONTRACTOR's possession or control, or transmitted or received by CONTRACTOR, is or will be 9 secure from unauthorized access, viewing,use, disclosure, or breach. CONTRACTOR is solely 10 responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI. 11 Q. Amendment 12 The parties acknowledge that Federal and State laws relating to electronic data 13 security and privacy are rapidly evolving and that amendment of these provisions may be required to 14 provide for procedures to ensure compliance with such developments. The parties specifically agree to 15 take such action as is necessary to amend this agreement in order to implement the standards and 16 requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to 17 the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty(30) days written 18 notice in the event that CONTRACTOR does not enter into an amendment providing assurances 19 regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the 20 standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act. 21 R. No Third-Party Beneficiaries 22 Nothing express or implied in the terms and conditions of these provisions is 23 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or 24 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or 25 liabilities whatsoever. 26 S. Interpretation 2 7 The terms and conditions in these provisions shall be interpreted as broadly as 2 8 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The - 32 - COUNTY OF FRESNO Fresno, CA 1 parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in 2 favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations. 3 T. Regulatory References 4 A reference in the terms and conditions of these provisions to a section in the 5 HIPAA regulations means the section as in effect or as amended. 6 U. Survival 7 The respective rights and obligations of CONTRACTOR as stated in this Section 8 shall survive the termination or expiration of this Agreement. 9 V. No Waiver of Obligations 10 No change, waiver or discharge of any liability or obligation hereunder on any 11 one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, 12 or shall prohibit enforcement of any obligation on any other occasion. 13 20. DATA SECURITY 14 For the purpose of preventing the potential loss, misappropriation or inadvertent access, 15 viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of 16 COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter 17 into a contractual relationship with the COUNTY for the purpose of providing services under this 18 Agreement must employ adequate data security measures to protect the confidential information 19 provided to CONTRACTOR by the COUNTY, including but not limited to the following: 20 A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices 21 CONTRACTOR may not connect to COUNTY networks via personally-owned 22 mobile, wireless or handheld devices, unless the following conditions are met: 23 1) CONTRACTOR has received authorization by COUNTY for 24 telecommuting purposes; 25 2) Current virus protection software is in place; 26 3) Mobile device has the remote wipe feature enabled/and 27 4) A secure connection is used. 28 B. CONTRACTOR-Owned Computers or Computer Peripherals - 33 - COUNTY OF FRESNO Fresno, CA 1 CONTRACTOR may not bring CONTRACTOR-owned computers or computer 2 peripherals into the COUNTY for use without prior authorization from the COUNTY's Chief 3 Information Officer, and/or designee(s), including but not limited to mobile storage devices. If data is 4 approved to be transferred, data must be stored on a secure server approved by the COUNTY and 5 transferred by means of a Virtual Private Network(VPN) connection, or another type of secure 6 connection. Said data must be encrypted. 7 C. COUNTY-Owned Computer Equipment 8 CONTRACTOR may not use COUNTY computers or computer peripherals on 9 non-COUNTY premises without prior authorization from the COUNTY's Chief Information Officer, 10 and/or designee(s). 11 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data 12 on any hard-disk drive,portable storage device, or remote storage installation unless encrypted. 13 E. CONTRACTOR shall be responsible to employ strict controls to ensure the 14 integrity and security of COUNTY's confidential information and to prevent unauthorized access, 15 viewing, use or disclosure of data maintained in computer files,program documentation, data processing 16 systems, data files and data processing equipment which stores or processes COUNTY data internally 17 and externally. 18 F. Confidential client information transmitted to one party by the other by means of 19 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 20 BIT or higher. Additionally, a password or pass phrase must be utilized. 21 G. CONTRACTOR is responsible to immediately notify COUNTY of any 22 violations, breaches or potential breaches of security related to COUNTY's confidential information, 23 data maintained in computer files,program documentation, data processing systems, data files and data 24 processing equipment which stores or processes COUNTY data internally or externally. 25 H. COUNTY shall provide oversight to CONTRACTOR's response to all incidents 26 arising from a possible breach of security related to COUNTY's confidential client information provided 27 to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals 28 as required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be - 34 - COUNTY OF FRESNO Fresno, CA 1 responsible for all costs incurred as a result of providing the required notification. 2 21. NON-DISCRIMINATION 3 During the performance of this Agreement, CONTRACTOR shall not unlawfully 4 discriminate against any employee or applicant for employment, or recipient of services, because of 5 race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age 6 or gender, pursuant to all applicable State and Federal statutes and regulations. 7 22. TAX EQUITY AND FISCAL RESPONSIBILITY ACT 8 To the extent necessary to prevent disallowance of reimbursement under section 1861(v) 9 (1) (I) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[I]), until the expiration of four(4) 10 years after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon 11 written request to the Secretary of the United States Department of Health and Human Services, or upon 12 request to the Comptroller General of the United States General Accounting Office, or any of their duly 13 authorized representatives, a copy of this Agreement and such books, documents, and records as are 14 necessary to certify the nature and extent of the costs of these services provided by CONTRACTOR 15 under this Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any 16 of its duties under this Agreement through a subcontract, with a value or cost of Ten Thousand and 17 No/100 Dollars ($10,000.00) or more over a twelve (12)month period, with a related organization, such 18 Agreement shall contain a clause to the effect that until the expiration of four(4) years after the 19 furnishing of such services pursuant to such subcontract, the related organizations shall make available, 20 upon written request to the Secretary of the United States Department of Health and Human Services, or 21 upon request to the Comptroller General of the United States General Accounting Office, or any of their 22 duly authorized representatives, a copy of such subcontract and such books, documents, and records of 23 such organization as are necessary to verify the nature and extent of such costs. 24 23. SINGLE AUDIT CLAUSE 25 A. If CONTRACTOR expends Seven Hundred, Fifty Thousand and No/100 26 Dollars ($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to 27 conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth 28 in Office of Management and Budget(OMB) Circular A-133. CONTRACTOR shall submit said audit - 35 - COUNTY OF FRESNO Fresno, CA 1 and management letter to COUNTY. The audit must include a statement of findings or a statement that 2 there were no findings. If there were negative findings, CONTRACTOR must include a corrective 3 action plan signed by an authorized individual. CONTRACTOR agrees to take action to correct any 4 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to 5 COUNTY's DBH Business Office, for review within nine (9) months of the end of any fiscal year in 6 which funds were expended and/or received for the program. Failure to perform the requisite audit 7 functions as required by this Agreement may result in COUNTY performing the necessary audit tasks, 8 or at COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the 9 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to 10 this Agreement are the sole responsibility of CONTRACTOR. 11 B. A single audit report is not applicable if CONTRACTOR's Federal contracts do 12 not exceed the Seven Hundred, Fifty Thousand and No/100 Dollars ($750,000.00) requirement or 13 CONTRACTOR's only funding is through Drug related Medi-Cal. If a single audit is not applicable, a 14 program audit must be performed and a program audit report with management letter shall be submitted 15 by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. 16 Said audit report shall be delivered to COUNTY's DBH Business Office, for review no later than nine 17 (9)months after the close of the fiscal year in which the funds supplied through this Agreement are 18 expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks 19 or contracting with a qualified accountant to perform said audit. All audit costs related to this 20 Agreement are the sole responsibility of CONTRACTOR who agrees to take corrective action to 21 eliminate any material noncompliance or weakness found as a result of such audit. Audit work 22 performed by COUNTY under this paragraph shall be billed to the CONTRACTOR at COUNTY cost, 23 as determined by COUNTY's Auditor-Controller/Treasurer-Tax Collector. 24 C. CONTRACTOR shall make available all records and accounts for inspection by 25 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the 26 Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a 27 period of at least three (3) years following final payment under this Agreement or the closure of all other 28 pending matters, whichever is later. - 36 - COUNTY OF FRESNO Fresno, CA 1 24. PUBLICITY PROHIBITION 2 None of the funds, materials,property or services provided directly or indirectly under 3 this Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity(i.e., 4 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. 5 CONTRACTOR will not produce marketing material, online or in print, that uses COUNTY name, 6 logos, service marks and general information about services provided to COUNTY. CONTRACTOR 7 will protect COUNTY confidential and proprietary information as set forth therein. 8 25. DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST 9 INFORMATION 10 This provision is only applicable if CONTRACTOR is a disclosing entity, fiscal agent, or 11 managed care entity as defined in Code of Federal Regulations (C.F.R), Title 42 § 455.101 455.104, 12 and 455.106(a)(1),(2). 13 In accordance with C.F.R., Title 42 §§ 455.101, 455.104, 455.105 and 455.106(a)(1),(2), 14 the following information must be disclosed by CONTRACTOR by completing Exhibit E, "Disclosure 15 of Ownership and Control Interest Statement", attached hereto and by this reference incorporated herein 16 and made part of this Agreement. CONTRACTOR shall submit this form to the Department of 17 Behavioral Health within thirty(30) days of the effective date of this Agreement. Additionally, 18 CONTRACTOR shall report any changes to this information within thirty five (35) days of occurrence 19 by completing Exhibit E, "Disclosure of Ownership and Control Interest Statement." Submissions shall 20 be scanned pdf copies and are to be sent via email to DBHAdministrationnco.fresno.ca.us, attention: 21 Contracts Administration. 22 26. DISCLOSURE—CRIMINAL HISTORY AND CIVIL ACTIONS 23 CONTRACTOR is required to disclose if any of the following conditions apply to them, 24 their owners, officers, corporate managers and partners (hereinafter collectively referred to as 25 "CONTRACTOR"): 26 A. Within the three-year period preceding the Agreement award, they have been 27 convicted of, or had a civil judgment rendered against them for: 28 37 - COUNTY OF FRESNO Fresno, CA 1 1) Fraud or a criminal offense in connection with obtaining, attempting to 2 obtain, or performing a public (federal, state, or local) transaction or 3 contract under a public transaction; 4 2) Violation of a federal or state antitrust statute; 5 3) Embezzlement, theft, forgery, bribery, falsification, or destruction of 6 records; or 7 4) False statements or receipt of stolen property. 8 B. Within a three-year period preceding their Agreement award, they have had a 9 public transaction (federal, state, or local) terminated for cause or default. 10 Disclosure of the above information will not automatically eliminate CONTRACTOR 11 from further business consideration. The information will be considered as part of the determination 12 of whether to continue and/or renew the Contract and any additional information or explanation that a 13 CONTRACTOR elects to submit with the disclosed information will be considered. If it is later 14 determined that the CONTRACTOR failed to disclose required information, any contract awarded to 15 such CONTRACTOR may be immediately voided and terminated for material failure to comply with 16 the terms and conditions of the award. 17 CONTRACTOR must sign a"Certification Regarding Debarment, Suspension, and Other 18 Responsibility Matters - Primary Covered Transactions"in the form set forth in Exhibit F, attached 19 hereto and by this reference incorporated herein and made part of this Agreement. Additionally, 20 CONTRACTOR must immediately advise the County in writing if, during the term of this Agreement: 21 (1) CONTRACTOR becomes suspended, debarred, excluded or ineligible for participation in federal or 22 state funded programs or from receiving federal funds as listed in the excluded parties' list system 23 (hM2://www.epls.gov); or(2) any of the above listed conditions become applicable to CONTRACTOR. 24 CONTRACTOR shall indemnify, defend and hold the COUNTY harmless for any loss or damage 25 resulting from a conviction, debarment, exclusion, ineligibility or other matter listed in the signed 26 Certification Regarding Debarment, Suspension, and Other Responsibility Matters. 27 27. DISCLOSURE OF SELF-DEALING TRANSACTIONS 28 This provision is only applicable if the CONTRACTOR is operating as a corporation(a - 38 - COUNTY OF FRESNO Fresno, CA 1 for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes 2 its status to operate as a corporation. 3 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 4 transactions that they are a party to while CONTRACTOR is providing goods or performing services 5 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 6 is a party and in which one or more of its directors has a material financial interest. Members of the 7 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and 8 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit G and incorporated 9 herein by reference and made part of this Agreement, and submitting it to the COUNTY prior to 10 commencing with the self-dealing transaction or immediately thereafter. 11 28. AUDITS AND INSPECTIONS 12 CONTRACTOR shall at any time during business hours, and as often as the COUNTY 13 may deem necessary, make available to the COUNTY for examination all of its records and data with 14 respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the 15 COUNTY,permit the COUNTY to audit and inspect all such records and data necessary to ensure 16 CONTRACTOR's compliance with the terms of this Agreement. 17 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), 18 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three 19 (3) years after final payment under contract(California Government Code section 8546.7). 20 29. NOTICES 21 The persons having authority to give and receive notices under this Agreement and their 22 addresses include the following: 23 COUNTY CONTRACTOR 24 Director, County of Fresno Business Development Manager Department of Behavioral Health Shift3 Technologies 25 3133 N. Millbrook Ave 700 Van Ness Avenue 26 Fresno, CA 93702 Fresno, CA 93721 27 Any and all notices between COUNTY and CONTRACTOR provided for or permitted 28 under this Agreement or by law shall be in writing and shall be deemed duly served when personally - 39 - COUNTY OF FRESNO Fresno, CA 1 delivered to one of the parties, or in lieu of such personal service, when deposited in the United States 2 Mail, postage prepaid, addressed to such party. 3 30. SEVERABILITY 4 If any provisions of this Agreement are declared to be invalid, such provisions will be 5 severed from this Agreement and the other provisions will remain in full force and effect. 6 31. GOVERNING LAW 7 Notwithstanding any other provisions of this Agreement, if a dispute cannot be settled, 8 the parties shall seek remedy through litigation in the court of law. Venue for any action arising out of 9 or related to the Agreement shall only be in Fresno County, California. 10 The rights and obligations of the parties and all interpretation and performance of this 11 Agreement shall be governed in all respects by the laws of the State of California. 12 32. ENTIRE AGREEMENT 13 This Agreement, including all Exhibits, constitutes the entire agreement between 14 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 15 agreement negotiations,proposals, commitments, writings, advertisements,publications, and 16 understandings of any nature whatsoever unless expressly included in this Agreement. 17 /// 18 19 20 21 22 23 24 25 26 27 28 40 - COUNTY OF FRESNO Fresno, CA 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and 2 year first hereinabove written. 3 4 CONTRACTOR COUNTY OF FRESNO 5 BITWISE INDUSTRIES,INC. 6 dba SHIFT3 TECHNOLOGIES 7 8 By By 9 Chairman, Board of Supervisors 10 Print Name: (r.,,,A it L• �t�t�v; 11 Date 12 Title: G E y 13 Chairman of Board, or President or any Vice President 14 15 BERNICE E. SEIDEL,Clerk Board of Supervisors 16 Me� B 17 18 Print Name: By �0. aIJ 19 20 - ILO Title: Date /A - I.3 21 Secretary of Corporation,or 22 Any Assistant Secretary,or Chief Financial Officer, or 23 Any Assistant Treasurer 24 25 Mailing Address: 26 Shift3 Technologies PLEASE SEE ADDITIONAL 27 700 Van Ness Avenue SIGNATURE PAGE ATTACHED Fresno,CA 93721 28 Contact: Business Development Manager 41 - COUNTY OF £RESNO Fresno, CA 1 APPROVED AS TO LEGAL FORM: 2 DANIEL C. CEDERBORG, COUNTY COUNSEL 3 11 1// Fr./ K 4 By 5 6 APPROVED AS T6­AC60UNTING FORM: OSCAR J. GARCIA, C.P.A., AUDITOR-CONTROLLER/ 7 TREASURER-TAX COLLECTOR 8 By 10 11 12 REVIEWED AND RECOMMENDED FOR 13 APPROVAL: 14 15 16 By Dawan Utecht, Director 17 Department of Behavioral Health 18 19 20 Fund/Subclass: 0001/10000 21 Organization: 5630 Account/Program: 7311, 8500/0 22 23 24 25 26 27 28 42 COUNTY OF FRESNO Fresno, CA Exhibit A Page 1 of 1 RECOMMENDED HARDWARE EQUIPMENT COUNTY will be responsible for providing the hosting infrastructure to include server setup, connectivity, and domain acquisition for the MapPoint Application. The following are hardware equipment recommendations by SHIFT3, based on best estimates of expected responsiveness and dataset expected: I. Application Web Host—required to host website functionality. 1. Operating System—Linux Ubuntu 2. 2 CPU and 8 GB of RAM, for an expected 50-100 operators connected into application concurrently II. Database Host—required to house and protect data as it is gathered from the application. 1. MongoDB a. Enterprise Advanced licensing available through MongoDB vendor at additional yearly cost to DBH. b. SHIFT3 currently does not possess Enterprise Advanced licensing. Without Enterprise Advanced licensing, the MapPoint Application does not incorporate MongoDB Storage Engine encryption. 2. 2 CPU and 8 GB of RAM, for expected 50-100 operators connected into application concurrently III. Optional Host—dependent on COUNTY's standard infrastructure design, but not required. 1. Middleware API Host—required for web application host and database host to communicate. 2. File Storage Host—required to store any photos and/or file attachments associated with records in the database in order to minimize performance issues with very large data sets. IV. Database Storage Size 1. 3-5 GB to start project a. Potential expected growth of 2-3 GB per year for the dataset being collected. Exhibit B Page 1 of 6 MapPoint Dashboard and CRM Application SCOPE OF WORK PROJECT DESCRIPTION The MapPoint Application is designed to provide real time intuitive results to direct individuals to the proper entities within the County that have the ability and the available resources to help them. Shift3 will construct a dynamic intake survey platform, on top of the Point In Time (PIT) Platform, that will provide the COUNTY with the features necessary to gather crucial data from individuals to prescribe the resources for which they are best suited. The information obtained from the intake survey will be run through an algorithm/business rules generator that will prescribe the nearest available and appropriate resources to the individual such as food, shelter, behavioral health services, medical services, etc. The results provided by the intake survey will be stored under the individual's identifier as a file that can be referenced and updated in the future and will allow COUNTY Administrators to also add notes of their own beyond just the results of the intake survey. MapPoint will be built on a flexible platform allowing for new types of providers and services as they arise. Once the information has been gathered and the algorithm has assessed and analyzed the results of the intake survey, MapPoint will then take those results and match them with providers in the "network". As the COUNTY on-boards service providers, they will be equipped with a profile that will represent them as an entity on the MapPoint system. Through this profile or dashboard, service providers will be able to establish the services, capabilities and occupancy that they have available in real-time, meaning that upon completion of the intake survey, individuals can be directed to the appropriate, readily available and most geographically beneficial resources for the needs identified within the intake survey. For example, when an individual is assessed through the application and it is determined that they are in need of food, shelter, and behavioral health services, MapPoint will direct that person to the closest facility or facilities to provide those services, resulting in no downtime between assessment of concerns and assignment of remedies. The provider meanwhile,upon receiving the individual that MapPoint directs to their services can then update their MapPoint profile to reflect to the system as a whole that those resources have been allocated and are no longer available until they have released the resources for that individual. The third component of MapPoint is Client Relationship Management(CRM) that will hold and maintain the records and intake survey information of all those utilizing MapPoint to assess and locate services. Each individual will be assigned a unique identifier that will be used to track their interactions with the application through the system. The results provided by the intake survey will be stored under the individual's identifier as a file that can be referenced and updated in the future and will allow COUNTY Administrators to also add notes of their own beyond the results of the intake survey. Additionally, the services recommended by the application will be stored here as well,providing access to their entire history in one consolidated place. Furthermore, MapPoint will introduce intake survey capabilities that will allow COUNTY Administrators the ability to customize intake surveys and intake survey questions dynamically to meet the changing needs of the COUNTY and the people it serves. Exhibit B Page 2 of 6 However, the intake survey results are not all that the database will store. MapPoint will also store information as to the individual's demographics and family. The CRM portion allows COUNTY Administrators to not just view the activities of the past, but also plan for and monitor future goals and objectives for the clients that they serve. Administrators can set goals and create and track milestones to follow them as well as create events and reminders to follow up with individuals in the application. This is all conducted with an easy to understand and easy to use calendaring system. A calendar will be created within the application with the ability to send out an .ics file or similar so that appointments can be sent out to personal calendars. MapPoint also provides reporting capabilities and will develop up to ten(10) customized reports for the COUNTY to track, quantify and present their efforts as needed. In the event that the COUNTY would like to incorporate dynamic reporting through a business intelligence tool into this scope of work, Shift3 will provide an addendum to this agreement to address the cost of this feature. An additional feature provided within the application is a role-based security feature called "Break the Glass", which allows law enforcement access to the application and information on exigent circumstances. The exact requirements to dictate that access as well as methods to evaluate if that access is in fact required will be defined under COUNTY guidelines during the governance portion of the Scope of Work. Shift3 utilizes Agile Development Methodologies in planning and delivery to ensure that the innovative solutions it creates stay in line with COUNTY's goals and objectives while simultaneously lining the project up for the next natural step in its evolution. This is an iterative process in which COUNTY is integrally involved in the process and the project's success. Together both parties drill down deep into the details of governance, planning and construction and during this method, oftentimes run across questions and challenges that were previously unknown. As such issues are encountered, Shift3's process accounts for those by developing a final scope at each iterative junction that will be more detailed but no less broad than what is outlined here. The Agile Development Methodology produces detailed scopes of works that will be generated for each phase of the project, during the course of the project at the beginning of each sprint. CONTRACTOR RESPONSIBILITIES I. CONTRACTOR SHALL: A. Construct Systems Administration to include the following: • Provide role based security for user types to include the following: o Police"Break the Glass" access Note:Role-based security for other user types including, but not limited to, COUNTY Administrators such as COUNTY/Department Administrator, MAP Point Administrator and MAP Point Navigator, were provided in Phase I of MapPoint Application development. Additional user roles may be determined throughout the Agile Development Methodology process. Exhibit B Page 3 of 6 B. Develop secure data capture and data stores/survey results • Develop application to store survey results and service provider recommendations using an identifier unique to the individual seeking assistance • Provide a law enforcement security role with a broad scope of data access • Develop application functionality to comply with the Storage Encryption Engine requirements under the MongoDB Enterprise Advanced license • Ensure auditing at the database level through requirement of unique username/password in order to access data • Ensure application-level auditing capabilities to meet HIPAA compliance, including but not limited to: o Provide information about the individual adding, deleting, and updating data (i.e., the application needs to be able to provide information about the specific individual who is accessing the data) o Provide what time and from which terminal/IP address and username the individual used to log onto the database (i.e., specific timed connectivity information that can be used to audit specifically when and where data was accessed) C. Survey Capability • Build Administrative User features to create and modify survey questions as needed to meet the changing demands of data to be collected, services, and service providers • Construct database to store survey data D. Mapping Services • Search provider database for available resources matching needs • Construct application to map, geographically, the needs identified by the survey responses with service providers based on the service provider's ability to address those specific needs within a predefined geographical proximity • In the event that multiple service providers are prescribed due to needs or limited availability of resources, application algorithms/business rules will map suggested providers within closest geographical proximity of each other E. Service Providers • Develop categories of service providers (e.g. food, behavioral, health, housing, Veterans Affairs) • Incorporate data structure utilized at the Poverello House as a conceptual model for data structure of MapPoint Application • Construct service provider's ability to enter and maintain their own information about the services that they offer and the availability of and requirements for access to those services Exhibit B Page 4 of 6 F. Client Relationship Management("CRM") • Build application to store and display,upon accessing the individual's information by an authorized user a historical record of all intake surveys taken by the individual, service provider recommendations as a result of the intake surveys taken, and, where possible, the confirmation of the services rendered and assigned to their unique identifier(Please see Section II below for additional detail as to the information that the CRM will include.) G. Reporting Capability • Build up to ten(10) custom reports as defined by COUNTY to pull and present data from the application • Parameters of the first five (5) custom reports to be determined by COUNTY within first forty-five (45) days and the remaining five (5) to be determined within the first ninety(90) days after project kickoff meeting has been conducted II. Data to be captured by MapPoint Application: (list not comprehensive) ❑ • Personal Information: o Name o Address (as applicable) ■ Multiples and historical ■ Could also include last known location for homeless (GPS - latitude/longitude or street corners) o Contact Information(as applicable) ■ Phone ■ Email ■ Social Media Accounts - type (Facebook, Twitter, etc) and ID ■ Other • Demographics: o Age o DOB o Ethnicity o Gender o Veteran's Status o Disabilities o Citizenship • Family Information and Relationships: o Spouse o Children o Other dependents Exhibit B Page 5 of 6 o Emergency contact information(as applicable) • Goal Setting: o Create milestones o Track to milestones by Goal o Show progress on that Goal • Service and service provider recommendations prescribed via MapPoint and COUNTY Administrators: o Dates prescribed o Period service used- is it currently in use o Outcomes o Did they attend meeting o Did they use the service • Time period of intake surveys conducted and service providers recommended • Time period of service provider recommendation and confirmation of linkage • COUNTY Administrator Notes: o Follow up on Notes o Date o Action drop downs o Notes Fields • Calendaring function for COUNTY Administrators to set up follow-ups by client and function: o For clients o For service providers o View in calendar format - (calendar views will be provided for individual clients being served, but aggregate calendar views will be provided for Navigators to view calendars of all the clients that they serve) ■ Follow ups • By service • Ad-hoc setup • Created by Administrators • Created for all users o Batching all follow ups by providers for a single Administrator to follow up with • Create Events o Follow-ups o Notes o Dates o Repeatable o Tie to Goals Exhibit B Page 6 of 6 APPLICATION CODE Shift3 owns the code for the application. COUNTY shall have a non-exclusive, world-wide license to use the software that shall be fully paid in perpetuity, excepting all things outside this Scope of Work, upon satisfaction of all COUNTY payment obligations under this Scope of Work. Shift3 ownership of the code is necessary because this application is adapting software already built, in use, and owned by Shift3 for this specific purpose. In the event that Shift3 no longer operates, is no longer able to maintain the application, or that the agreement is terminated by either party, Shift3 will turn over source code and above described license to the COUNTY, presuming that COUNTY has provided all necessary payments due according to milestones met at the time of the termination. SUPPORT AND MAINTENANCE Shift3 is responsible for all maintenance on the application throughout the development cycle as well as all break/fix responsibilities in the first ninety(90) days following the launch of the application. MapPoint application is designed to run in the final agreed upon iteration between Shift3 and COUNTY without the support of Shift3. The potential for user error may however necessitate the services of Shift3 after the completion of the application. This can be accomplished in two ways: • A Fixed Bid Scope of Work: Shift3 will diagnose the problem,propose a solution and draft up a work order with a fixed dollar amount to remedy the problem and return the application to service. • Break/Fix Support Agreement: Shift3 will be held on a monthly retainer and will provide trouble shooting and Return to Service for the application for a set monthly fee. Please see Exhibit C for Break/Fix Support Agreement. Both options for service are available to the COUNTY at the end of the ninety(90) day warranty after the completion of the application. Enhancements to the existing application once completed will be addressed in separate work orders or proposals and are not covered in this Agreement. Exhibit C Page 1 of 2 Break-Fix Support and Maintenance SCOPE OF WORK • Warranty Period - 90 days after delivery of the finished product. • A Service Contract to cover the following items for $4,000 per month, with no limit on the amount of time needed to repair the problem and Return to Service ("RTS"). • This is a 1 year agreement, with an automatic renewal on the anniversary date. • Termination of this agreement requires 30 day notice. • This is an insurance contract with no limit on the hours needed to repair the problem. • Break/Fix Support on all systems issues: o Ensure the system and website is operational, on the report of problem. o Fix all system down issues and correct systems bugs. o Correct any data issues caused by the problem. o Does not include enhancements or new features. • COUNTY was responsible for defining requirements and objectives for the initial linkage algorithms/business rules developed by Shift3 in the MapPoint Survey Application (Phase 1). Shift3 will maintain linkage algorithms/business rules and be available to make necessary changes after initial development through this Break-Fix contract. • 4 business hours Response Time to Service Call — return call and acknowledgement of problem. COUNTY provides all details on issue/problem and assist in any discovery of symptoms and potential cause. • 8 business hours RTS o Get system operational — not necessarily fixing the root cause. o The actual problem fix may take longer to fix, but a work around will be identified until the root cause is identified and corrected. • Shift3 will triage the problem. It if is infrastructure related, it will be turned over to the COUNTY ITSD staff. • Services provided on a Monday through Friday 9:00am to 5:00pm basis. • Shift3 will provide a Root-Cause Analysis and description of the problem to ensure Customer has a clear definition of causality and remediation. • If COUNTY would like to have internal or 3rd Party Firm take over Break- Fix/Support & Maintenance, Shift3 will turn over all tools, code, documentation and teach them how to support the product at $125/hr. • Discuss Large Operating System or Infrastructure upgrades that affect systems performance or operations. Develop a project plan to accomplish the upgrades Exhibit C Page 2 of 2 and establish a price for the plan based on the work to be performed. Document plan and pricing in a Change Order. • Future enhancements - Develop a project plan to accomplish the enhancements and establish a price for the plan based on the work to be performed. Document plan and pricing in a Change Order which can be Fixed Price or Time and Materials ("T&M") depending on COUNTY's needs. Exhibit D Page 1 of 5 PAYMENT AND DELIVERY SCHEDULE L MapPoint Dashboard and CRM Application MapPoint Dashboard and CRM Application Timeline Six (6) months for full application build out Budget $275,500.00* *This price is based an MapPoint being built using Google Maps API and/or COUNTY providing similarly consumable GIS services from ESRI, together with all necessary rights/licensing. ESRI implementation may have additional development cost associated with the integration based on differences in how data and shape- files are handled. This price does not include any license fees for either platform;it is not believed that there will, at least for the foreseeable future, be any license fees if Google Maps is used. At each Milestone, User Acceptance Testing or Sign-off Document will be utilized for Quality Assurance as well as COUNTY final approval of that particular Milestone. Milestone One: Definition: Execution of Contract Upon Board Approval Objective(s): Gain board approval and full execution of contract in order to schedule the initial kickoff meeting NOTE: Kickoff meeting with Shift3 Project Managers and COUNTY Key Decision Makers will further define and clarify Scope of Work, define requirements, and ensure review and agreement upon all measured deliverables prior to start of project. Both parties understand modifications may be needed and said modifications will be addressed through a revised Exhibit D, subject to approval by the Department of Behavioral Health Director, or designee, and Shift3 and become a part of this Agreement. Any modifications shall not result in an increase to the maximum compensation of the Agreement. However, any changes that result in enhancements beyond this existing scope of work(new features not addressed in this document) will be estimated as a separate addendum and addressed in a change order to this Scope of Work. Exhibit D Page 2 of 5 Amount Due: $110,200.00 Milestone 2 Definition: Database Design And Wireframes Completed Timeline: Approximately end of Month One Objective(s): Complete database design and wireframes. Planning completed for project. • Wireframe and design of the CRM screens. • CRM will require expanding the Mongo schema. At this point, Shift3 will show and discuss the additional fields. • Define Break-the-Glass security process. Amount Due: $55,100.00 Milestone 3 Definition: CRM - Demo 1 -Completed Items, Complete Break-the-Glass Security Process Timeline: Between End of Month Two and Three Objective(s): Start Build of CRM -3 month process. Demographics section,Transactional history, Client notes, Store recommendations (linkages). • Build out the Demographics. • Build out all client transactions with MapPoint. • Give navigator ability to add client notes. • Show client linkages on profile. Amount Due: $55,100.00 Milestone 4 Definition: CRM - Demo 2 -Completed Items Timeline: Between End of Month Four and Five Objective(s): Scheduling, recording attendance at meetings and service offerings, calendaring, Exhibit D Page 3 of 5 Events, Mapping Services, Service Providers • Build the scheduling functionality. • Build the calendaring functionality. • Further enhance the mapping component. • Complete provider portal with necessary data fields. • Build the Events functionality for Community Events. Amount Due: $27,550.00 Milestone 5 Definition: Quality Assurance Completed and DBH MapPoint Roll Out • Completion of ten (10) customized reports. Timeline: End of Month Six Objective(s): Final User Acceptance Testing. Amount Due: $27,550.00 Exhibit D Page 4 of 5 Criteria for successful five (5)versus six (6) month completion will be based on COUNTY availability to Shift3 to define requirements and review executed aspects of the project in a timely and proactive manner. This will be best facilitated through the use of pre-scheduled weekly or bi-weekly meetings with COUNTY representative(s)that are the dedicated point of contact and the Shift3 development team for the project. Should any unforeseen complications or unanticipated issues arise throughout the course of the project and should for any reason the project timeline extend beyond the allocated six (6) month maximum, this is a fixed bid agreement and as such Shift3 will complete the work at the agreed to price regardless of the extended timeline. At each Milestone, if Shift3 has not met the expectations of the User Acceptance Testing, COUNTY will have the ability to terminate the remainder of the contract if Shift3 has not remedied those concerns within seven (7) business days of notification of COUNTY's concern. o COUNTY is to notify Shift3 in writing of their intent to cancel the remainder of the contract in the event that a Milestone has not been met. o Written Notifications of Intent are to be addressed to: JP Prendergast Business Development Manager Shift3 Technologies 700 Van Ness Avenue Fresno, CA 93721 Or emailed to: jprendergast@shift3tech.com Confirmation that the Notice of Intent to Terminate the contract has been received will be issued within twenty-four(24) hours of receipt. If no confirmation has been received by the COUNTY in a timely manner,please call JP Prendergast at (559) 593-1684 and notify that a Notice of Intent to Terminate has been issued by the COUNTY. o Upon verification that the Notice has been received, Shift3 has seven(7)business days to remedy the concern and present the solution to the COUNTY. If at the end of the seven (7) business day period, no solution or an unsatisfactory solution has been presented by Shift3, then the COUNTY has the right to terminate the remainder of the Contract Exhibit D Page 5 of 5 II. Break-Fix Support and Maintenance Support Contract—To begin upon COUNTY approval and Sign-off on Implementation of MapPoint Application Timeline 12 month service and support contract, five (5)year minimum agreement, with an automated renewal. It is understood that the first year will be prorated upon completion of the ninety (90) warranty period from the day of first production use of the MapPoint Application. There will be a COLA increase of 10%at the renewal of each year's service contract unless COUNTY agrees to a five (5)year minimum service agreement. Budget $48,000.00 Exhibit E Page 1 of 2 DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT I. Identifying Information Name of entity D/B/A Address(number,street) City State ZIP code CLIA number Taxpayer ID number(EIN) /Telephone number ) II. Answer the following questions by checking "Yes" or "No." If any of the questions are answered "Yes," list names and addresses of individuals or corporations under"Remarks"on page 2. Identify each item number to be continued. YES NO A. Are there any individuals or organizations having a direct or indirect ownership or control interest of five percent or more in the institution, organizations, or agency that have been convicted of a criminal offense related to the involvement of such persons or organizations in any of the programs established byTitles XVIII, XIX, or XX?......................................................................................................................... o 0 B. Are there any directors, officers, agents, or managing employees of the institution, agency, or organization who have ever been convicted of a criminal offense related to their involvement in such programs established by Titles XVIII, XIX, or XX?...................................................................................... o 0 C. Are there any individuals currently employed by the institution, agency, or organization in a managerial, accounting, auditing, or similar capacity who were employed by the institution's, organization's, or agency's fiscal intermediary or carrier within the previous 12 months? (Title XVII I providers only)........... o 0 III. A. List names, addresses for individuals, or the EIN for organizations having direct or indirect ownership or a controlling interest in the entity. (See instructions for definition of ownership and controlling interest.) List any additional names and addresses under "Remarks" on page 2. If more than one individual is reported and any of these persons are related to each other, this must be reported under"Remarks." NAME ADDRESS EIN B. Type of entity: o Sole proprietorship o Partnership o Corporation o Unincorporated Associations o Other(specify) C. If the disclosing entity is a corporation, list names, addresses of the directors, and EINs for corporations under"Remarks." D. Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities? (Example: sole proprietor, partnership, or members of Board of Directors) If yes, list names, addresses of individuals, and provider numbers........................................................................................................... o 0 NAME ADDRESS PROVIDER NUMBER Exhibit E Page 2 of 2 YES NO IV. A. Has there been a change in ownership or control within the last year? ....................................................... o 0 If yes, give date. B. Do you anticipate any change of ownership or control within the year?....................................................... o 0 If yes, when? C. Do you anticipate filing for bankruptcy within the year?................................................................................ o 0 If yes, when? V. Is the facility operated by a management company or leased in whole or part by another organization?.......... o 0 If yes, give date of change in operations. VI. Has there been a change in Administrator, Director of Nursing, or Medical Director within the last year?......... o 0 VII. A. Is this facility chain affiliated? ...................................................................................................................... o 0 (If yes, list name, address of corporation, and EIN. Name EIN Address(number,name) City State ZIP code B. If the answer to question VII.A. is NO, was the facility ever affiliated with a chain? (If yes, list name, address of corporation, and EIN.) Name EIN Address(number,name) City State ZIP code Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the information requested may result in denial of a request to participate or where the entity already participates, a termination of its agreement or contract with the agency, as appropriate. Name of authorized representative(typed) Title Signature Date Remarks Exhibit F 1 of 2 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 4. The prospective primary participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms covered transaction, debarred, suspended, ineligible, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Exhibit F 2 of 2 CERTIFICATION (1) The prospective primary participant certifies to the best of its knowledge and belief, that it, its owners, officers, corporate managers and partners: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Signature: Date: (Printed Name & Title) (Name of Agency or Company) 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: