HomeMy WebLinkAboutAgreement A-15-188 with The Rushmore Group LLC.pdf Agreement No. 15-188
1 AGREEMENT
2 This Agreement is made and entered into this-I 6 day of 2015, by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and THE RUSHMORE GROUP, a limited liability company, whose
5 address is 316 S. Coteau Street, Pierre, South Dakota, 57501, hereinafter referred to as
6 "CONTRACTOR".
7 WITNESSETH:
8 WHEREAS, COUNTY has contracted with CONTRACTOR since 2009, the most recent
9 contract(County Agreement No. 11-316) is effective July 1, 2011 through June 30, 2015, for the
10 provision of a Second Party Case Review System for CalFresh, In-Home Supportive Services, Foster
11 Care, General Relief, Medi-Cal and Ca1WORKs; and
12 WHEREAS, COUNTY currently has a contract with CONTRACTOR (County Agreement No.
13 12-336), effective July 1, 2012 through June 30, 2015, for the provision of a Child Welfare Second
14 Party Case Review System; and
15 WHEREAS, COUNTY wishes to continue contracting with CONTRACTOR for the provision
16 and updating of, and training on, Second Party Case Review Systems for CalFresch, In-Home
17 Supportive Services, Foster Care, General Relief, Medi-Cal, CalWORKs, and Child Welfare at the
18 termination of County Agreement Nos. 11-316 and 12-336; and
19 WHEREAS, in addition, the COUNTY desires to engage the CONTRACTOR for the purpose
20 of designing, testing, implementing and maintaining electronic call review data collection instruments
21 and evaluation tools designed specifically for the County's DSS Call Center; and
22 WHEREAS, CONTRACTOR, will design, test, implement and maintain the Second Party
23 Review System specifically for the COUNTY's DSS Call Center to evaluate Call Center Call Agents'
24 telephone calls in the performance of their regular duties for customer service skills and for
25 information accuracy and completeness; and
26 WHEREAS, CONTRACTOR is willing to provide quarterly updates to all of these products,
27 which includes scheduled programming changes and software functionality that have been fully tested
28 and deemed ready for release by CONTRACTOR and COUNTY's DSS under this Maintenance
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I Agreement.
2 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
3 hereto agree as follows:
4 1. SERVICES
5 CONTRACTOR shall provide all services and goods set forth in Exhibit A, Summary
6 Services, attached hereto and by this reference incorporated herein.
7 2. TERM
8 This Agreement shall become effective on the 1" day of July, 2015 and shall terminate
9 on the 30"' day of June, 2018. This Agreement shall automatically be extended for two (2) additional
10 twelve month periods upon the terms and conditions herein set forth, unless written notice of non-
11 renewal is given by COTNRACTOR or COUNTY or COUNTY's Department of Social Services
12 Director or designee, no later than thirty (30) days prior to the close of the current Agreement term.
13 3. TERMINATION
14 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
15 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
16 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
17 terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
18 B. Breach of Contract - COUNTY may immediately suspend or terminate this
19 Agreement in whole or in part, where in the determination of COUNTY there is:
20 1) An illegal or improper use of funds;
21 2) A failure to comply with any term of this Agreement:
22 3) A substantially incorrect or incomplete report submitted to COUNTY;
23 4) Improperly performed service.
24 In no event shall any payment by COUNTY constitute a waiver by COUNTY of
25 any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
26 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
27 breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to
28 COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of
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1 COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall
2 promptly refund any such funds upon demand or, at COUNTY's option, such repayment shall be
3 deducted from future payments owing to CONTRACTOR under this Agreement.
4 C. Without Cause - Under circumstances other than those set forth above, this
5 Agreement may be tenninated by CONTRACTOR or COUNTY or COUNTY's DSS Director, or
6 designee, upon the giving of thirty (30) days advance written notice of an intention to terminate the
7 Agreement.
8 4. COMPENSATION
9 For actual services provided as identified in this Agreement COUNTY agrees to pay
10 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
11 -Budget," attached hereto and by this reference incorporated herein.
12 In no event shall services performed under this Agreement be in excess of Thirty-Four
13 Thousand Six Hundred and No/100 Dollars ($34,600.00) for the period of July 1", 2015 through June
14 30"', 2016. In no event shall services performed under this Agreement be in excess of Thirty
15 Thousand Five Hundred and No/100 Dollars ($30,500.00) for each subsequent twelve (12) month
16 term. The cumulative total of this Agreement for the five year period shall not be in excess of One
17 Hundred and Fifty-Six Thousand, Six Hundred and No/100 Dollars ($156,600.00). It is understood
18 that all expenses incidental to CONTRACTOR's performance of services under this Agreement shall
19 be borne by CONTRACTOR.
20 Except as provided below regarding State payment delays, payments by COUNTY shall
21 be in arrears, for services provided during the preceding month, within forty-five (45) days after
22 receipt, verification and approval of CONTRACTOR's invoices by COUNTY's DSS. If
23 CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be
24 relieved of its obligation for further compensation. All final claims for each term shall be submitted
25 by CONTRACTOR within sixty (60) days following the final month of service for which payment is
26 claimed. No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day
27 closeout period. Any compensation which is not expended by CONTRACTOR pursuant to the terms
28 and conditions of this Agreement shall automatically revert to COUNTY.
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1 The services provided by CONTRACTOR under this Agreement are funded in whole or
2 in part by the State of California. In the event that funding for these services is delayed by the State
3 Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment
4 shall not exceed the amount of funding delayed by the State Controller to COUNTY. The period of
5 time of the deferral by COUNTY shall not exceed the period of time of the State Controller's delay of
6 payment to COUNTY plus forty-five (45) days.
7 5. INVOICING
8 CONTRACTOR shall invoice COUNTY semi-annually for actual expenses incurred
9 and services rendered in the previous 6 months to: DSSlnvoices((il,co.tresno.ca.us. No reimbursement
10 for services shall be made until invoices are received, reviewed and approved by COUNTY's DSS.
11 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is
12 otherwise not in proper form or substance, COUNTY's DSS Director or designee shall have the right
13 to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
14 days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a
15 period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety(90)
16 day period, the invoice(s) is still not corrected to COUNTY's DSS satisfaction, COUNTY's DSS
17 Director or designee may elect to terminate this Agreement, pursuant to the termination provisions
18 stated in Paragraph Three (3) of this Agreement. In addition, for invoices received sixty (60) days
19 after the expiration of each term of this Agreement or termination of this Agreement, at the discretion
20 of COUNTY's DSS Director or designee, COUNTY's DSS shall have the right to deny payment of
21 any additional invoices received.
22 6. INDEPENDENT CONTRACTOR
23 In performance of the work, duties, and obligations assumed by CONTRACTOR under
24 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
25 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
26 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
27 employee,joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no
28 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform
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1 its work and function. However, COUNTY shall retain the right to administer this Agreement so as to
2 verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
3 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
4 rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
5 directly or indirectly the subject of this Agreement.
6 Because of its status as an independent contractor, CONTRACTOR shall have
7 absolutely no right to employment rights and benefits available to COUNTY employees.
8 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
9 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
10 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
11 including compliance with Social Security, withholding, and all other regulations governing such
12 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
13 providing services to others unrelated to COUNTY or to this Agreement.
14 7. MODIFICATION
15 A. Any matters of this Agreement may be modified from time to time by the written
16 consent of all the parties without, in any way, affecting the remainder.
17 B. CONTRACTOR hereby agrees that changes to the compensation under this
18 Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
19 COUNTY's DSS Director or designee may modify the maximum compensation depending on State
20 and Federal funding availability, as stated in Section Four(4) in this Agreement. CONTRACTOR
21 further understands that this Agreement is subject to any restrictions, limitations or enactments of all
22 legislative bodies which affect the provisions, term or funding of this Agreement in any manner.
23 8. NON-ASSIGNMENT
24 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
25 duties under this Agreement without the prior written consent of the other party.
26 9. HOLD-HARMLESS
27 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
28 defend COUNTY, its officers, agents and employees from any and all costs and expenses, including
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1 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
2 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
3 agents or employees under this Agreement, and from any and all costs and expenses, including
4 attorney fees and court costs, damages, liabilities. claims and losses occurring or resulting to any
5 person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
6 of CONTRACTOR, its officers, agents or employees under this Agreement. In addition,
7 CONTRACTOR agrees to indemnify COUNTY for Federal, State of California and/or local audit
8 exceptions resulting from noncompliance herein on the part of the CONTRACTOR.
9 10. INSURANCE
10 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or
11 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
12 following insurance policies throughout the term of this Agreement:
13
A. Commercial General Liability
14
Commercial General Liability Insurance with limits of not less than One Million
15 Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million
16 Dollars ($2.000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
17 product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
18 because of the nature of the Agreement.
19 B. Automobile Liability
20 Comprehensive Automobile Liability Insurance with limits for bodily injury of
21 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
22 not less than Fifty Thousand Dollars ($50,000), or such coverage with a
23 combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
24 Agreement.
25 C. Professional Liability
26 If CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N.,
27 L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1.0001,000) per occurrence, Three
28 Million Dollars ($3,000,000) annual aggregate.
1 D. Worker's Compensation
2 A policy of Worker's Compensation Insurance as may be required by the
3 California Labor Code.
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
9 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
10 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
11 written notice given to COUNTY.
12 Within thirty (30) days from the effective date of this Agreement, CONTRACTOR
13 shall provide certificates of insurance and endorsements as stated above for all of the foregoing
14 policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno, California, 93718-
15 1912. Attention: Contracts. stating that such insurance coverages have been obtained and are in full
16 force; that the County of Fresno, its officers, agents and employees will not be responsible for any
17 premiums on the policies, that such Commercial General Liability insurance names the County of
18 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but
19 only insofar as the operations under this Agreement are concerned; that such coverage for additional
20 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
21 COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
22 provided under CONTRACTOR's policies herein, and that this insurance shall not be cancelled or
23 changed without a minimum of thirty (30) days advance, written notice given to COUNTY.
24 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
25 herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
26 Agreement upon the occurrence of such event.
27
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1 All policies shall be with admitted insurers licensed to do business in the State of
2 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
3 of A FSC VII or better.
4 11. SUBCONTRACTS
5 CONTRACTOR shall obtain written approval from COUNTY or COUNTY's DSS
6 Director, or designee before subcontracting any of the services delivered under this Agreement. Any
7 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State
8 and Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the
9 performance of any subcontractor unless otherwise expressly agreed to in writing by COUNTY. The
10 use of subcontractors by CONTRACTOR shall not entitle CONTRACTOR to any additional
11 compensation than is provided for under this Agreement.
12 12. CONFIDENTIALITY AND MEDI-CAL PRIVACY
13 All services performed by CONTRACTOR under this Agreement shall be in strict
14 conformance with all applicable Federal, State of California, and/or local laws and regulations relating
15 to confidentiality including, but not limited to: California Welfare and Institutions Code Sections
16 10850 and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; the California
17 Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H;
18 and the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County
19 of Fresno, Agreement No. A-14-075, by this reference incorporated herein, to assure that all
20 applications and records concerning program recipients shall be kept confidential and shall not be
21 opened to examination, publicized, disclosed, or used for any purpose not directly connected with
22 administration of the program. Agreement No. A-14-075 is available upon request or can be viewed
23 at: http://www.co.fresno.ca.us/MediCalPrivacy/. CONTRACTOR shall inform all of its employees,
24 agents, officers, subcontractors, Board of Directors members or partners of this provision; and that any
25 person knowingly and intentionally violating this provision is guilty of a misdemeanor.
26 13. DATA SECURITY
27 For the purpose of preventing the potential loss, misappropriation or inadvertent
28 disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
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1 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
2 contractual relationship with COUNTY for the purpose of providing services under this Agreement
3 must employ adequate data security measures to protect the confidential information provided to
4 CONTRACTOR by COUNTY, including but not limited to the following:
5 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
6 COUNTY networks via personally owned mobile, wireless or handheld devices, except when
7 authorized by COUNTY for telecommuting and then only if virus protection software currency
8 agreements are in place, and if a secure connection is used.
9 B. Contractor-Owned Computers or Computer Peripherals may not brought into
10 COUNTY for use, including and not limited to mobile storage devices, without prior authorization
11 from COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server
12 approved by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or
13 another type of secure connection of this type if any data is approved to be transferred.
14 C. County-Owned Computer Equipment—CONTRACTOR or anyone having an
15 employment relationship with COUNTY may not use COUNTY computers or computer peripherals
16 on non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or
17 her designee.
18 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive
19 data on any hard-disk drive.
20 E. CONTRACTOR is responsible to employ strict controls to insure the integrity
21 and security of COUNTY's confidential infonnation and to prevent unauthorized access to data
22 maintained in computer files, program documentation, data processing systems. data files and data
23 processing equipment which stores or processes COUNTY data internally and externally.
24 F. Confidential client information transmitted to one party by the other by means of
25 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
26 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
27 G. CONTRACTOR is responsible to immediately notify COUNTY of any breaches
28 or potential breaches of security related to COUNTY's confidential information, data maintained in
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1 computer files, program documentation, data processing systems, data files and data processing
2 equipment which stores or processes COUNTY data internally or externally.
3 H. In the event of a breach of security related to COUNTY's confidential client
4 information provided to CONTRACTOR, COUNTY will manage the response to the incident,
5 however, CONTRACTOR will be responsible to issue any notification to affected individuals as
6 required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
7 responsible for all costs incurred as a result of providing the required notification. When no longer
8 needed, all Medi-Cal Personally Identifiable Information, as defined in the Medi-Cal Data Privacy and
9 Security Agreement between the California DHCS and the County of Fresno, Agreement No. A-14-
10 075, whether stored in print or electronic format, must be destroyed or disposed of through
11 confidential means, as described in Agreement A-14-075. Agreement No. A-14-075, is available upon
12 request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/.
13 1. The requirements in this Data Security provision shall apply to
14 CONTRACTOR's subcontractors, if any.
15 14. NON-DISCRIMINATION
16 During the performance of this Agreement CONTRACTOR shall not unlawfully
17 discriminate against any employee or applicant for employment, or recipient of services, because of
18 ethnic group identification, gender, gender identity, gender expression, sexual orientation, color,
19 physical disability, mental disability, medical condition, national origin, race, ancestry, marital status,
20 religion, or religious creed, pursuant to all applicable State of California and Federal statutes and
21 regulations.
22 15. CONFLICT OF INTEREST
23 No officer, agent, or employee of COUNTY who exercises any function or
24 responsibility for planning and carrying out the services provided under this Agreement shall have any
25 direct or indirect personal financial interest in this Agreement. No officer, agent, or employee of
26 COUNTY who exercises any function or responsibility for planning and carrying out the services
27 provided under this Agreement shall have any direct or indirect personal financial interest in this
28 Agreement. In addition, no employee of COUNTY shall be employed by CONTRACTOR to fulfill
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1 any contractual obligations with COUNTY. CONTRACTOR shall also comply with all Federal, State
2 of California, and local conflict of interest laws, statutes, and regulations, which shall be applicable to
3 all parties and beneficiaries under this Agreement and any officer, agent, or employee of COUNTY.
4 16. CHARITABLE CHOICE
5 CONTRACTOR may not discriminate in its program delivery against a client or
6 potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a
7 refusal to actively participate in a religious practice. Any specifically religious activity or service made
8 available to individuals by CONTRACTOR must be voluntary as well as separate in time and location
9 from County funded activities and services. CONTRACTOR shall inform COUNTY as to whether it
10 is faith-based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its policy
11 on referring individuals to an alternate treatment provider, and include a copy of this policy in its
12 client admission forms. The policy must inform individuals that they may be referred to an alternative
13 provider if they object to the religious nature of the program, and include a notice to DSS. If
14 CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
15 report to DSS the number of individuals who requested referrals to alternate providers based on
16 religious objection.
17 17. PROHIBITION ON PUBLICITY
18 None of the funds, materials, property or services provided directly or indirectly under
19 this Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e.,
20 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
21 Notwithstanding the above, publicity of the services described in Paragraph One (1) of this Agreement
22 shall be allowed as necessary to raise public awareness about the availability of such specific services
23 when approved in advance by the Director or designee and at a cost as provided in Exhibit B for such
24 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
25 related expense(s).
26 18. DISCLOSURE OF SELF-DEALING TRANSACTIONS
27 This provision is only applicable if CONTRACTOR is operating as a corporation (a for-
t 8 profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
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1 status to operate as a corporation.
2 Members of CONTRACTOR's Board of Directors shall disclose any self-dealing
3 transactions that they are a party to while CONTRACTOR is providing goods or performing services
4 under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR
5 is a party and in which one or more of its directors has a material financial interest. Members of the
6 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
7 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and by this
8 reference incorporated herein, and submitting it to COUNTY prior to commencing with the self-
9 dealing transaction or immediately thereafter.
10 19. AUDITS AND INSPECTIONS
11 CONTRACTOR shall at any time during business hours, and as often as COUNTY may
12 deem necessary, make available to COUNTY for examination all of its records and data with respect
13 to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit
14 COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
15 compliance with the terms of this Agreement.
16 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
17 CONTRACTOR shall be subject to the examination and audit of the State of California Auditor
18 General for a period of three (3) years after final payment under contract (California Government
19 Code section 8546.7).
20 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal
21 review process and comply with all final determinations rendered by the COUNTY's fiscal review
22 process. If COUNTY reaches an adverse decision regarding CONTRACTOR's services to
23 consumers, it may result in the disallowance of payment for services rendered; or in additional
24 controls to the delivery of services, or in the termination of this Agreement, at the discretion of
25 COUNTY's DSS Director or designee. If as a result of COUNTY's fiscal review process a
26 disallowance is discovered due to CONTRACTOR's deficiency, CONTRACTOR shall be financially
27 liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be
28 adjusted from CONTRACTOR's future payments, at the discretion of COUNTY's DSS Director or
1 designee. In addition, COUNTY shall have the sole discretion in the determination of fiscal review
2 outcomes, decisions and actions.
3 20. NOTICES
4 The persons having authority to give and receive notices under this Agreement and their
5 addresses include the following:
6 COUNTY CONTRACTOR
7 Director, County of Fresno Chief Executive Officer
8 Department of Social Services The Rushmore Group, LLC
PO BOX 1912 316 S. Coteau Street
9 Fresno, CA 93718-1912 Pierre, SD 57501
10 21. CHANGE OF LEADERSHIP/MANAGEMENT
11 Any and all notices between COUNTY and CONTRACTOR provided for or permitted
12 under this Agreement or by law, shall be in writing and shall be deemed duly served when personally
13 delivered to one of the parties, or in lieu of such personal service, when deposited in the United States
14 Mail, postage prepaid, addressed to such party.
15 In the event of any change in the status of CONTRACTOR'S leadership or
16 management, CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from
17 the date of change. Such notification shall include any new leader or manager's name, address and
18 qualifications. "Leadership or management" shall include any employee, member, or owner of
19 CONTRACTOR who either a) directs individuals providing services pursuant to this Agreement, b)
20 exercises control over the manner in which services are provided, or c) has authority over
21 CONTRACTOR"s finances.
22 22, GOVERNING LAW
23 The parties agree, that for the purposes of venue, performance under this Agreement is
24 to be in Fresno County, California.
25 The rights and obligations of the parties and all interpretation and performance of this
26 Agreement shall be governed in all respects by the laws of the State of California.
27 23. ENTIRE AGREEMENT
28 This Agreement, including all Exhibits, and CONTRACTOR's response thereto,
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I constitutes the entire agreement between CONTRACTOR and COUNTY with respect to the subject
2 matter hereof and supersedes all previous agreement negotiations, proposals, commitments, writings,
3 advertisements, publications and understandings of any nature whatsoever unless expressly included
4 in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3 ATTEST:
4 CONTRACTOR: COUNTY OF FRESNO
5 THE RUSHMORE GROUP,LLC
7 Py By
A6ka- "4�j
g Deborah A. Poochigian, Ch ' an
Board of Supervisors
9
Print Name: 157j5RA r 4 T OW-&'f'
10
11 Title: 64-�
12
Chairman of the Board, or
13 President, or any Vice President
14
15 BERNICE E. SEIDEL, Clerk
16 - Board of Supervisors
17 By. -�
18 print Name: 6u,5 M- By
19
Title: 0-9-ic-c C, 44 0-s-6-Q4E--�
20 Secretary(of Corporation), or
21 any Assistant Secretary, or
Chief Financial Officer, or
22 any Assistant Treasurer
23 PLEASE SEE ADDITIONAL
24 SIGNATURE PAGE ATTACHED
25
Mailing Address:
2 6 The Rushmore Group, LLC
27 316 S. Coteau Street
Phone No.: (605) 224-8899
28 Contact: Stephen L. Tracy, Chief Executive Officer
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1 APPROVED AS TO LEGAL FORM:
2 DANIEL C. CEDERBORG, COUNTY COUNSEL
3
� I
4 By
5 AP ; OVED AS TO ACCOUNTING F .
6 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
7
9 By
10 REVIEWED AND RECOMMENDED
11 FOR APPROVAL:
12
13 By
14 Delfino E. eira, Director
Department f Social Services
15
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21 Fund/Subclass: 0001/10000
22 Organization: 56108550
Account/Program: 7294/0
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Exhibit A
Page 1 of 2
SUMMARY OF SERVICES
ORGANIZATION: The Rushmore Group, LLC
ADDRESS: 316 S. Coteau Street
Pierre, SD 57501
TELEPHONE: 605-224-8899
FAX: 605-224-8989
CONTACT PERSON: Karen M. Stengle, Chief Operating Officer
CONTACT TELEPHONE: 605-224-8899
SERVICE: Maintenance Services for Second Party Case Review
System
TERM: July 1, 2015 — June 30, 2018 - $95,600
RENEWAL TERMS: July 1, 2018 — June 30, 2019 - $30,500
July 1, 2019 — June 30, 2020 - $30,500
MAXIMUM AMOUNT: $156,600.00
PROJECT DESCRIPTION: The purpose of this Agreement is for The Rushmore Group,
LLC (CONTRACTOR) to ensure that the Second Party Case Review System created by
CONTRACTOR for the Department of Social Services (DSS) continues to be
maintained and enhanced with on-going revisions and updates.
In addition, the CONTRACTOR shall develop, test, deliver, maintain and provide
updates to a Call Center Review System to be used by the DSS Quality Assurance
(QA) and Call Center staff to ensure Call Center Eligibility Workers follow DSS policies
and procedures during client telephone calls. The services provided under this
Agreement shall include the following.-
1. CONTRACTOR SHALL BE RESPONSIBLE FOR THE FOLLOWING:
A. Develop, customize, and deliver Call Center Second Party Case Review System to
satisfy the needs of DSS QA and Call Center staff. CONTRACTOR will work with
DSS staff to create, test and adapt the application to best meet the unique needs of
the DSS Call Center.
CONTRACTOR will complete the following tasks in the development and
installation process:
Exhibit A
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• Teleconference with DSS staff to gather information for customizing the Second
Party Case Review System for the Call Center.
• Install application on Rushmore website for initial testing;
• Further customize based on initial testing;
• Assist with installation of application on Fresno County test environment;
• Further customization based on final testing;
• Assist with installation of application on Fresno County production environment.
B. CONTRACTOR will work with DSS staff to create, test and adapt the application to
best meet the unique needs of the DSS Call Center.
C. Perform updates to the Second Party Case Review System on a quarterly basis.
These updates will include scheduled programming change and functionality
requests that have been fully tested and deemed ready for release. CONTRACTOR
shall monitor and maintain the Second Party Case Review System for County DSS'
CalFresh, Foster Care, General Relief, Medi-Cal, CaIWORKs, In-Home Supportive
Services, Child Welfare Services and Call Center.
D. Respond to and address any software issues or problems with the existing case
review application functionality. Each demonstrable software issue will be jointly
discussed between DSS and CONTRACTOR and an initial date will be agreed upon
by which, a fix or alternative solution will be developed.
E. Respond with resolution or mutually agreed upon date of resolution, within 2 working
days, to demonstrable software related problems that interrupt the daily use of the
case review application or identified programmatic oversights in meeting the
software requirements as articulated by DSS and agreed upon by both parties.
F. Work with DSS staff to resolve problems that can be clearly determined to be an
existing demonstrable issue. All reasonable efforts will be undertaken to identify
whether the problem is or is not related to the programming of the application.
G. Provide DSS staff at least two internet based online trainings for all newly designed,
created and implemented program specific second party case review system
modules or major changes to existing modules.
11. COUNTY SHALL BE RESPONSIBLE FOR THE FOLLOWING:
A. Designate DSS staff to work closely with the CONTRACTOR in providing data as
required for the development, testing, customizing, installation and maintenance of
the Second Party Case Review System for the Call Center.
B. Provide procedures, review instruments and guides utilized on call review data.
C. Provide assistance, as needed, to the CONTRACTOR for meetings and work
sessions.
Exhibit B
I. BUDGET SUMMARY
CalFresh, Foster Care,General Relief, Medi-Cal,CaIWORKs, In-Home Supportive Services, Child
Welfare Services and Call Center
Program Budget
Name of Organization: The Rushmore Group, LLC
Name of Project: Second Party Case Review System
ONE TIME INSTALLATION FEES,SUPPORT AND MAINTENANCE UNIT PRICE TOTAL
FEES
Includes Upgrades and reproduced media for Disaster Recovery
Support, Maintenance and one time installation fee of $34,600.00 $34,600.00
$5,000.00 for Call Center Module for July 1, 2015 to June 30,
Support and Maintenance for July 1, 2016 to June 30, 2017 $30,500.00 $30,500.00
Support and Maintenance for July 1, 2017 to June 30, 2018 $30,500.00 $30,500.00
Support and Maintenance for July 1, 2018 to June 30, 2019 $30,500.00 $30,500.00
Support and Maintenance for July 1, 2019 to June 30, 2020 $30,500.00 $30,500.00
TOTAL SUPPORT AND MAINTENANCE COSTS $151,600.00 $151,600.00
TOTAL ONE-TIME INSTALLATION FEES $5,000.00 $5,000.00
TOTAL COSTS $156,600.00 $156,600.00
Exhibit C
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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 C
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(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
Date:
Signature: