HomeMy WebLinkAboutAgreement A-15-186 with National Council on Crime Delinquency.pdf Agreement No. 15-186
Reporting Service Subscription Agreement
For Internet Access to SafeMeasures®
This agreement is between the National Council on Crime and Delinquency("NCCD"),a nonprofit
corporation organized under the laws of New York,with business offices in Madison,Wisconsin, USA
and the County of Fresno on behalf of its Department of Social Services ("Customer").
BACKGROUND AND
PRODUCT DESCRIPTION
A. NCCD has developed and owns all rights,title,and interest in a certain child welfare reporting
service identified as the NCCD Internet Reporting Service,and referred to as SafeMeasures'.
SafeMeasures uses case-level data from a child welfare agency's management information
system (MIS) and publishes it via a conventional web-browser in a series of concise, interactive
management reports.
B. SafeMeasures is a subscription reporting service that permits customers to monitor service
delivery activity by navigating an extensive set of reports presented in graph and chart format.
These reports permit them to estimate current workload demand, plan more effective service
interventions, and monitor certain performance indicators established by state or federal
regulatory requirements. SafeMeasures includes case-level quality control displays that
agencies may employ to improve compliance with state or federal performance audits.
Acknowledging the sufficiency of the consideration exchanged, the parties agree as follows:
1. Provision of Service.
1.1 Web-Based Reports. During the Term of this Agreement, NCCD will provide Customer
with interactive web-based management reports ("Management Reports"),which
permit the Customer to categorize agency compliance with various measures,and
permit Customer to identify the specific cases within each category. NCCD will
specifically:
(a) Provide Management Reports within 45 business days after first receiving raw
MIS data from the State of California or Customer;and
(b) Provide regular updates of Management Reports, provided that Customer or
another agency regularly submits raw MIS data to NCCD for processing and
analysis. Such updates will be provided within three business days of receipt
of the MIS data by NCCD.
1.2 Access to Customer Data. If requested by NCCD, Customer will supply a copy of the
CWS/CMS databases,or specifically designated data tables therein,that store agency
data to be used by NCCD. If data is supplied by a third party, Customer will authorize
and facilitate release of the data to NCCD.
1.3 Access to Website Restricted. The right to access the SafeMeasures website is
jurisdiction-and agency-specific. Only Customer and its employees or agents may
access or use the SafeMeasures website for the Customer's monitoring and reporting
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needs. Specifically,and without limitation, Customer may not act as a relay or
intermediary allowing access to the SafeMeasures website to any third party
jurisdiction,agency, individual, or business for any purpose.
1.4 Internal Business. Customer may only use SafeMeasures for its own internal purposes.
Customer's internal purposes do not include extending this service to third parties,
except that data may be provided to state and governmental authorities if required by
law.
1.5 Competing Services or Products. Customer shall not use all or any part of
SafeMeasures or its documentation to create a service or product that competes with,
or is used in a product that competes with, all or any part of SafeMeasures, regardless
of whether such service or product is distributed with or without consideration.
1.6 Copyright Ownership and License. Customer acknowledges that NCCD owns the
copyright in all graphic interfaces, reports, displays, and formats ("Original Works").
NCCD grants Customer a fully paid license to display, reproduce, and distribute the
Original Works for its internal purposes with no sub-licensing rights for the Term of the
Agreement. This is not intended to curtail Customer's use of printed reports for public
use.
1.7 Training. NCCD will provide training as specified in Exhibit A. Customer will provide
training facility, equipment, and access to NCCD Internet training site.
2. Data Transmission. Customer, or other party supplying MIS data, shall use one of the following
methods to send weekly extracts of agency MIS data to NCCD for processing and analysis:
2.1 Compact Disk. Customer or supplying party will copy data onto one or more compact
disks and mail to NCCD via overnight delivery service; or
2.2 Secured File Transfer Protocol (SFTP) over Secure Shell (SSH). Customer or supplying
party will send data over a secure channel to NCCD's secure SSH server. This transfer
may be made using a dedicated SSH file transfer client.
3. Reporting Service Subscription Fee. Customer will pay NCCD the fees ("Reporting Service
Subscription Fees") according to the payment schedule specified in attached Exhibit A and all
applicable taxes related thereto unless Customer provides evidence that Customer is exempt
from such taxes.
4. Updates. During the Term of this Agreement, NCCD will provide to Customer updates, error
corrections, and modifications to SafeMeasures displays ("Updates") as such Updates become
available. Updates do not include modifications to displays specifically requested by
Customer. Any Customer requested modifications must be made by NCCD at NCCD's
published service rates. NCCD reserves the right to use the displays created for Customer,and
analyses to produce such displays for other parties whether such displays were suggested by
NCCD or the Customer. NCCD shall not use any Customer data in its publishing for other
parties without Customer's permission.
5. Term and Termination.
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5.1 Term. The Term of this Agreement shall commence on July 1, 2015 and end on June
30, 2018 unless earlier terminated pursuant to Section 5.3. After expiration of the
current Term, NCCD will not provide any Updates to Customer, and Customer must
cease all use of SafeMeasures.
5.2 Renewal. If Customer is not in default of this Agreement, Customer and NCCD may
renew this Agreement for two additional one-year periods ("Extension"),for a total
term not to exceed five years. Prior to the expiration of the current Term, NCCD may,
in its discretion, issue a quotation of the Reporting Service Fees for the Extension. Any
increase in the Reporting Service Fees for the Extension will not exceed 10% of the
Reporting Service Fees specified in Exhibit A. Renewal of this Agreement will be
effective upon (a) NCCD's issuance of a quotation of the new Reporting Service Fees,
and (b) NCCD's acceptance of Customer's written intent to accept the terms of NCCD's
quotation of Reporting Service Fees for the extension period.
In order to ensure continuous access to the SafeMeasures internet reporting service,
the effective date of any renewal contract will begin one day after the previous
contract expires. If a renewal contract is not fully executed and received by NCCD
within 30 days of contract expiration, NCCD reserves the right to discontinue access to
the SafeMeasures internet reporting service until a renewal contract is in place.
5.3 Termination for Cause. A party may terminate this Agreement if the other party
commits a material breach that is not cured within 30 days of a written notice of such
material breach. This Agreement may be terminated immediately for a breach of
Customer's obligation to pay fees under this Agreement or a breach of Sections 1.3,
1.4, or 1.5 of this Agreement.
5.4 Termination Without Cause. Under circumstances other than those set forth above,
this Agreement may be terminated by NCCD or COUNTY or COUNTY's DSS Director,or
designee, upon the giving of thirty (30) days advance written notice of an intention to
terminate the Agreement. Upon termination, Customer shall receive a prorated
refund of the Reporting Service Fee.
5.5 Non-Allocation of Funds.The terms of this Agreement, and the services to be provided
thereunder,are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated,the services provided may be
modified, or this Agreement terminated by NCCD or COUNTY or COUNTY's DSS
Director, or designee, by giving NCCD written notice prior to June 30`h
6. NCCD Warrant Disclaimers and Remedies.
6.1 Warranty. NCCD warrants that:
(a) Provided that Customer or another designated party regularly submits the
required raw MIS data to NCCD, SafeMeasures will perform substantially as
described in this Agreement and SafeMeasures promotional material.
(b) It is not presently debarred, suspended, proposed for debarment,declared
ineligible, or voluntarily excluded from participation in covered transactions
by any federal department or agency. NCCD also warrants that it is not
suspended or debarred from receiving federal funds as listed in the List of
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Parties Excluded from Federal Procurement or Non-Procurement Programs
issued by the General Services Administration.
(c) NCCD will utilize all reasonable means and due diligence to protect the
confidentiality and security of Customer data.
(d) Except for the foregoing express warranties, NCCD neither makes nor grants
any other warranties, express or implied. NCCD excludes all implied
warranties including specifically any implied warranty arising by statute or
otherwise in or from a course of dealing or usage of trade including any and all
implied warranties of merchantability, merchantable quality, or fitness for any
purpose, particular, specific or otherwise. The foregoing express warranty is
the only warranty of any kind for SafeMeasures. NCCD makes no warranties
whatsoever for any Original Works that have been modified by Customer nor
does NCCD warrant that SafeMeasures will be offered without interruption.
(e) Customer acknowledges that NCCD provides no monitoring, analysis or review
of the accuracy or quality of the Customer's data accessed through
SafeMeasures.
6.2 Remedies. If SafeMeasures does not operate substantially as warranted (hereinafter
described as "Noncompliance"), Customer will provide NCCD with sufficient details
available to Customer about the Noncompliance to allow NCCD to reproduce it. As
Customer's exclusive remedy for any Noncompliance, and as NCCD's entire liability in
contract,tort, or otherwise of such Noncompliance, NCCD will either:
(a) Correct the Noncompliance; or
(b) If NCCD is unable to correct the Noncompliance after a reasonable
opportunity to do so, Customer may:
(i) Request that NCCD cease publication of any demonstrably incorrect
information and request a pro-rata reduction in the Reporting Service
Fee; or
(ii) Terminate the Reporting Service Subscription and receive a pro-rated
refund of the Reporting Service Subscription Fee.
7. Intellectual Property Indemnification by NCCD.
7.1 Hold Harmless. NCCD agrees to indemnify, save, hold harmless, and at COUNTY's
request, defend COUNTY, its officers, agents and employees from any and all costs and
expenses, including attorney fees and court costs, damages, liabilities, claims and
losses occurring or resulting to COUNTY in connection with the performance, or failure
to perform, by NCCD, its officers, agents or employees under this Agreement, and from
any and all costs and expenses, including attorney fees and court costs, damages,
liabilities, claims and losses occurring or resulting to any person,firm or corporation
who may be injured or damaged by the performance, or failure to perform, of NCCD,
its officers, agents or employees under this Agreement. In addition, NCCD agrees to
indemnify COUNTY for Federal, State of California and/or local audit exceptions
resulting from noncompliance herein on the part of the NCCD.
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7.2 Replacement, Refund. If such a claim is made or appears possible, NCCD may, using
reasonable business judgment, either secure Customer's right to continue to use
SafeMeasures by modifying or replacing the portion of SafeMeasures that is the basis
for the claim so that such portion of SafeMeasures is no longer infringing, or NCCD
may provide Customer with a credit equal to the portion of previously paid Reporting
Service Fee prorated to the remainder of the Term or Renewal Term of the Agreement.
8. Insurance. Without limiting COUNTY's right to obtain indemnification from NCCD or any third
parties, NCCD, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement:
8.1 Commercial General Liability. Commercial General Liability Insurance with limits of
not less than One Million 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 liability, contractual liability, Explosion, Collapse, and Underground (XCU),fire
legal liability or any other liability insurance deemed necessary because of the nature
of the Agreement.
8.2 Automobile Liability. Comprehensive Automobile Liability Insurance with limits for
bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000) per
person, Five Hundred Thousand Dollars ($500,000) per accident and for property
damages of not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage should
include owned and non-owned vehicles used in connection with this Agreement.
8.3 Professional Liability, If NCCD employs licensed professional staff(e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with limits of
not less than One Million Dollars ($1,000,000) per occurrence,Three Million Dollars
($3,000,000) annual aggregate.
8.4 Worker's Compensation. A policy of Worker's Compensation Insurance as may be
required by the California Labor Code.
NCCD shall obtain endorsements to the Commercial General Liability insurance naming the
County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned.
Such coverage for additional insured shall apply as primary insurance and any other insurance,
or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess
only and not contributing with insurance provided under NCCD's policies herein. This
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
Within thirty (30) days from the effective date of this Agreement, NCCD shall provide
certificates of insurance and endorsements as stated above for all of the foregoing policies, as
required herein,to the County of Fresno, DSS, PO BOX 1912, Fresno, California,93718-1912,
Attention: Contracts, stating that such insurance coverages have been obtained and are in full
force;that the County of Fresno, its officers,agents and employees will not be responsible for
any premiums on the policies;that such Commercial General Liability insurance names the
County of Fresno, its officers, agents and employees, individually and collectively, as additional
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insured, but only insofar as the operations under this Agreement are concerned;that such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only
and not contributing with insurance provided under NCCD's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to COUNTY.
In the event NCCD fails to keep in effect at all times insurance coverage as herein provided,
COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement
upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of California.
Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of A
FSC VI I or better.
9. Customer Warranties. Customer warrants that:
9.1 Customer will only allow access to SafeMeasures as permitted under this Agreement.
If Customer wishes to extend its use of SafeMeasures beyond this Agreement,
Customer will obtain NCCD's prior written consent and pay the applicable Reporting
Service Subscription Fees.
9.2 Customer will provide the requested case-based MIS data to NCCD using one of the
methods described in Section 2, or if data is supplied by another party, execute all
necessary agreements and permissions to release this data to NCCD.
10. General.
10.1 Installation. Customer is responsible for providing access to the SafeMeasures website
via the Internet to its users. NCCD will, as requested, provide reasonable assistance
(up to three hours) with set-up of user workstations and use of SafeMeasures via
telephone,fax, or email at no additional charge to the fees as outlined in Exhibit A.
Customer may hire NCCD to provide additional training or assistance at the prevailing
published rates plus travel expenses.
10.2 Notification of Rights. In copying SafeMeasures web reports as authorized under the
terms of this Agreement, Customer will not remove, suppress, or modify any notice of
copyright,trademark, or other proprietary rights that appear in SafeMeasures.
Customer will use reasonable efforts to keep persons with access to SafeMeasures
from modifying or suppressing any of the copyright notices that appear on
SafeMeasures media, documentation,files, and banners.
10.3 Service Fees. NCCD reserves the right to charge additional service fees if Customer
seeks assistance for any other matters not explicitly covered by this Agreement.
10.4 Complete Agreement Modification of This Agreement. This Agreement contains the
complete and final agreement of the parties and supersedes previous understandings
related to the subject matter hereof whether oral or written. This Agreement may only
be modified by an amendment signed by authorized representatives of NCCD and
Customer. Any term in Customer's purchase order that is in addition to or different
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from terms of this Agreement other than acceptance of the Reporting Service Fees for
the Renewal Term, are not part of this Agreement.
10.5 Non-Assignment. Neither this Agreement nor the rights of Customer under this
Agreement may be transferred, leased, assigned, or shared without NCCD's prior
written consent.
10.6 Confidentiality. Customer will not disclose SafeMeasures Original Works to anyone
other than its employees,consultants (who are bound by a written confidentiality
agreement),volunteers, and interns, except for information that is or later enters the
public domain through no fault of Customer.
10.7 Waiver. The waiver by either party of any default or breach of this Agreement does
not constitute a waiver of any other default or breach of this Agreement or a
subsequent waiver of that same default or breach.
10.8 Governing Law and Severability. The laws of the State of Wisconsin and the United
States govern this Agreement. Customer consents to jurisdiction and venue in the
courts of Dane County,Wisconsin or in the Federal District court in the Western District
of Wisconsin,for any claims arising out of this Agreement. If any part of this
Agreement is held to be invalid,that part will be omitted, but the balance of the
Agreement will remain in full force and effect.
10.9 Survival. All provisions of this Agreement relating to warranties, confidentiality, non-
disclosure, proprietary rights, limitation of liability, indemnification obligations, and
payment obligation survive the termination or expiration of this Agreement.
10,10 Headings. The headings used herein are for reference and convenience only and will
not be used to interpret any provision of this Agreement.
10.11 HIPAA Compliance. NCCD will utilize all reasonable means and due diligence to
protect the confidentiality and security of Customer data. Customer acknowledges
that the privacy and security regulations issued pursuant to the Health Insurance
Portability and Accountability Act of 1996 (the "HIPAA Privacy and Security Rules") do
not apply to the Customer data which is the subject of this Agreement, because the
data is not subject to requirements of HIPAA. However, NCCD acknowledges that the
Customer data may include health information and other information of a personal
and sensitive nature, and will adopt and keep current confidentiality and security
procedures that are reasonably consistent with the current professional standards
recommended by the HIPAA Privacy and Security Rules.
10.12 Disclosure of Self-Dealing Transactions. This provision is only applicable if NCCD is
operating as a corporation (a for-profit or non-profit corporation) or if during the term
of this agreement,the NCCD changes its status to operate as a corporation.
Members of NCCD's Board of Directors shall disclose any self-dealing transactions that
they are a party to while NCCD is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which NCCD is a
party and in which one or more of its directors has a material financial interest.
Members of the Board of Directors shall disclose any self-dealing transactions that
they are a party to by completing and signing a Self-Dealing Transaction Disclosure
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Form (Exhibit B) and submitting it to the Customer prior to commencing with the self-
dealing transaction or immediately thereafter.
10.13 Notices. All notices or other communications required or permitted under this
Agreement will be in writing and will be delivered by personal delivery, email (with
delivery receipt), registered mail return receipt requested, a "Next Day Air" delivery
service, or by facsimile transmission, addressed to the parties indicated below:
If to NCCD: NCCD
426 South Yellowstone Drive, Suite 250
Madison,Wisconsin 53719
Attn: Tim Connell
Phone/Fax: (608) 831-8882; (608) 831-6446
Email: tconnell@nccdglobal.org
If to Customer: Wendy Osikafo, Deputy Director
Department of Social Services
1404 L Street
Fresno, CA 93721-1203
Phone/Fax: (559) 600-2306; (559) 600-2375
Email: osikaw,a�co.fresno.ca.us
Contact Person in Cornell Archie
Case of System 3115 N. Millbrook
Maintenance/Outage: Fresno, CA 93703-1425
Phone/Fax: (559) 600-2240; (559) 600-2357
Email carchieC(�co.fresno.ca.us
Direct invoices to: Department of Social Services
2135 Fresno Street, Stop 109
Fresno, CA 93721
Attn: Contracts
Phone/Fax: (559) 600-2300; (559) 600-2357
Email: DSSlnvoicesu)co.fresno.ca.us
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IN WITNESS WHEREOF, both parties have caused this Agreement to be executed by their respective
duly authorized representatives.
D:
Customer: NCC r �'
(County of Fresno Signatures on following page)
Signature Signature
Toni Aleman
Name Name
Director of Administration
Title Title
Date Date
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ATTEST:
BERNICE E. SEIDEL, Clerk COUNTY OF FRESNO
Board of Supervisors
By� By '
Deborah A. Poochigian, Chajnan
Board of Supervisors
APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
B 2 L`"
Y
C
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
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By
REVIEWED AND RECOMMENDED FOR APPROVAL:
By C
Delfino E. ira, Director
Departure t f Social Services
Fund/Subclass:000i/i0000
Organization: 56107001
Account: 7294/0
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Exhibit A
Reporting Service and Additional Fees
Reporting Service Fee
$206,850 (This reflects a 10% discount for a multiple-year Agreement.)
Payment Schedule
$68,950 on Agreement effective date (July 1, 2015).
$68,950 on first anniversary date of Agreement (July 1, 2016).
$68,950 on second anniversary date of Agreement (July 1, 2017).
Training (if requested by Customer)
Up to two remote training sessions via the internet to train supervisors, managers, and administrators
as requested by the County at no additional charge.
Additional/Onsite Support/Training (if requested by Customer)
Time and Materials at $150 per hour
All Travel Expenses as agreed upon by Customer and NCCD.
County Responsibilities
Provide computer lab for training.
Designate at least one local SafeMeasures administrator to maintain user IDs and to
coordinate the handling of questions or problems regarding SafeMeasures with NCCD.
Provide access to the SafeMeasures website:https://app.safemeosures.org/ca/
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Exhibit B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a NCCD'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).
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(1) Company Board Member Information:
j Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
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(3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
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(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
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(5)Authorized Signature
Signature: Date:
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