HomeMy WebLinkAboutAgreement A-17-189 with Voiance Language Services LLC.pdf Agreement No_ 17-189
1 AGREEMENT
2 This Agreement is made and entered into this 16th day of May 2017, by and between the
3 COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", the FRESNO COUNTY IN-HOME SUPPORTIVE SERVICES PUBLIC
5 AUTHORITY, a corporate public body hereinafter referred to as "IHSS PUBLIC AUTHORITY",
6 and VOIANCE LANGUAGE SERVICES, LLC, a for-profit Corporation, whose address is 5780 N.
7 Swan Road, Tucson, AZ 85718 hereinafter referred to as "CONTRACTOR".
8 WITNESS ET II:
9 WHEREAS, Title V1 of the Civil Rights Act of 1964 (42 U.S.C. et seq.; 45 C.F.R. §80.1 et seq.;
10 and 28 C.F.R. § 42.101-42.112) requires COUNTY to provide persons with limited English
11 proficiency meaningful access to government services; and
12 WHEREAS, COUNTY has a need for telephonic interpretation services for its clients with
13 limited English proficiency who seek services from COUNTY's Departments of Social Services
14 (DSS) and Public Health (DPH), hereinafter referred to individually as"COUNTY DEPARTMENT"
15 and collectively as "COUNTY DEPARTMENTS"; and
16 WHEREAS, the IHSS PUBLIC AUTHORITY has a need for telephonic translation services for
17 clients who seek services from the IHSS PUBLIC AUTHORITY; and
18 WHEREAS, CONTRACTOR is able and willing to provide the telephonic interpretation
19 services needed by both COUNTY and II-ISS PUBLIC AUTHORITY, subject to the terms and
20 conditions of this Agreement.
21 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the
22 parties hereto agree as follows:
23 1. SERVICES
24 A. CONTRACTOR shall perform all services and fulfill all requirements set forth
25 in Exhibit A, Summary of Services, attached hereto and by this reference incorporated herein.
26 B. CONTRACTOR shall be held responsible to perform all services and fulfill all
27 responsibilities as identified in State of California Participating Addendum Number 7-15-99-23.02 set
28 forth in Exhibit B attached hereto and by this reference incorporated herein.
- COUNTY OF FR[=SNO
Fresno,CA
1 In the event of any inconsistency among these documents,the discrepancy shall be
2 resolved by giving precedence in the following order of priority: (1) this Agreement, including Exhibit
3 A and Exhibit C; and (2) Exhibit B, State of California Participating Addendum No. 7-15-99-23.02
4 2. TERM
5 This Agreement shall become effective on the 16th day of May 2017 and shall terminate
6 on the 30th day of June 2018. This Agreement may be extended beyond the original contract period
7 for an additional one year at the Lead State's discretion and by mutual written agreement of COUNTY
8 and CONTRACTOR and upon review of requirements of Participating Entities, current market
9 conditions, and Contractor performance. Approval of extension of the term must be obtained from the
10 Lead State, and the written agreement of extension of the term must be obtained from COUNTY and
11 CONTRACTOR at least thirty (30) days prior to June 30, 2018 or the term of the Agreement will not
12 be extended.
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 and/or IHSS PUBLIC AUTHORITY may
19 immediately suspend or terminate this Agreement in whole or in part, where in the determination of
20 COUNTY and/or IHSS PUBLIC AUTHORITY there is:
21 1) An illegal or improper use of funds;
22 2) A failure to comply with any term of this Agreement;
23 3) A substantially incorrect or incomplete report submitted to COUNTY
24 and/or IHSS PUBLIC AUTHORITY;
25 4) Improperly performed service.
26 In no event shall any payment by COUNTY and/or IHSS PUBLIC
27 AUTHORITY constitute a waiver by COUNTY and/or IHSS PUBLIC AUTHORITY of any breach of
28 this Agreement or any default which may then exist on the part of CONTRACTOR. Neither shall
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1 such payment impair or prejudice any remedy available to COUNTY and/or IHSS PUBLIC
2 AUTHORITY with respect to the breach or default. COUNTY and/or IHSS PUBLIC AUTHORITY
3 shall have the right to demand of CONTRACTOR the repayment to COUNTY and/or IHSS PUBLIC
4 AUTHORITY of any funds disbursed to CONTRACTOR under this Agreement, which in the
5 judgment of COUNTY and/or IHSS were not expended in accordance with the terms of this
6 Agreement. CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY's
7 and/or IHSS PUBLIC AUTHORITY's discretion; such repayment shall be deducted from future
8 payments owing to CONTRACTOR under this Agreement.
9 C. Without Cause -Under circumstances other than those set forth above,this
10 Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY's DSS Director or
11 designee, or IHSS PUBLIC AUTHORITY Executive Director, or COUNTY'S DPH Director upon the
12 giving of thirty(30) days advance written notice of an intention to terminate the Agreement.
13 D. Termination of this Agreement by one COUNTY DEPARTMENT does not
14 affect the Agreement as it relates to the CONTRACTOR and the remaining COUNTY
15 DEPARTMENT, or IHSS PUBLIC AUTHORITY. Termination of this Agreement by IHSS PUBLIC
16 AUTHORITY does not affect the Agreement as it relates to COUNTY.
17 4. COMPENSATION
18 For actual services provided as identified in the terms and conditions of this Agreement,
19 including Exhibit A, Summary of Service, COUNTY and/or IHSS PUBLIC AUTHORITY agree to
20 pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit
21 C, Budget Summary, attached hereto and by this reference incorporated herein. Payment shall be
22 made upon certification or other proof satisfactory to COUNTY and IHSS PUBLIC AUTHORITY
23 that services have actually been performed by CONTRACTOR as specified in this Agreement.
24 For the period of May 16, 2017 to June 30, 2018, in no event shall services performed
25 under this Agreement be in excess of Two Hundred Forty-Four Thousand Four Hundred Twenty-Eight
26 and No/100 ($244,428). For the period of July 1, 2018 to June 30, 2019, in no event shall services
27 performed under this Agreement be in excess of One Hundred Eighty Thousand Twenty and No/100
28 ($180,020). The cumulative total of this Agreement shall not be in excess of Four Hundred Twenty-
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1 Four Thousand Four Hundred Forty-Eight and No/100 Dollars ($424,448). It is understood that all
2 expenses incidental to CONTRACTOR's performance of services under this Agreement shall be
3 borne by CONTRACTOR.
4 Except as provided below regarding State payment delays,payments by COUNTY
5 and/or IHSS PUBLIC AUTHORITY shall be in arrears, for services provided during the preceding
6 month, within forty-five (45) days after receipt, verification and approval of CONTRACTOR's
7 invoices by COUNTY and/or IHSS PUBLIC AUTHORITY. If CONTRACTOR should fail to
8 comply with any provision of this Agreement, COUNTY and/or IHSS PUBLIC AUTHORITY shall
9 be relieved of their obligation for further compensation. All final claims for each budget year shall be
10 submitted by CONTRACTOR within sixty (60) days following the final month of service for that
11 budget year for which payment is claimed. No action shall be taken by COUNTY and/or IHSS
12 PUBLIC AUTHORITY on claims submitted beyond the sixty (60) day closeout period. Any
13 compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
14 Agreement shall automatically revert to COUNTY and/or IHSS PUBLIC AUTHORITY.
15 The services provided by CONTRACTOR under this Agreement are funded in whole or
16 in part by the State of California. In the event that funding for these services is delayed by the State
17 Controller, COUNTY and/or IHSS PUBLIC AUTHORITY may defer payment to CONTRACTOR.
18 The amount of the deferred payment shall not exceed the amount of funding delayed by the State
19 Controller to COUNTY and/or IHSS PUBLIC AUTHORITY. The period of time of the deferral by
20 COUNTY and/or IHSS PUBLIC AUTHORITY shall not exceed the period of time of the State
21 Controller's delay of payment to COUNTY plus forty-five (45) days.
22 5. INVOICING
23 CONTRACTOR shall invoice COUNTY and/or IHSS PUBLIC AUTHORITY in
24 arrears by the tenth (101h) of each month for actual expenses incurred and services rendered in the
25 previous month to the requesting COUNTY DEPARTMENTS and/or IHSS PUBLIC AUTHORITY
26 as follows:
27 A. Department of Social Services
28 e-mail address: DSSInvoicesCayco.fresno.ca.us
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1 Attention: Language Services Contract Analyst
2 B. Department of Public Health
3 P.O. Box 11867
4 Fresno, CA 93775
5 Attention: Language Services Contract Analyst
6 C. IHSS Public Authority
7 e-mail address: DSSInvoicesgco.fresno.ca.us
8 Attention: Language Services Contract Analyst
9 Invoices shall identify the COUNTY DEPARTMENT or IHSS PUBLIC AUTHORITY that requested
10 services and the appropriate cost center. No reimbursement for services shall be made until invoices are
11 reviewed and approved by the requesting COUNTY DEPARTMENT or IHSS PUBLIC AUTHORITY.
12 At the discretion of a COUNTY DEPARTMENT'S Director or designee, or IHSS
13 PUBLIC AUTHORITY's Executive Director or designee, if an invoice is incorrect or is otherwise not
14 in proper form or substance, COUNTY DEPARTMENT'S Director or designee, or IHSS PUBLIC
15 AUTHORITY's Executive Director, shall have the right to withhold payment as to only that portion of
16 the invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR.
17 CONTRACTOR agrees to continue to provide services for a period of ninety (90) days after
18 notification of an incorrect or improper invoice. If after the ninety (90) day period,the invoice(s) is
19 still not corrected to COUNTY DEPARTMENT'S and/or the IHSS PUBLIC AUTHORITY's
20 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this
21 Agreement on behalf of COUNTY, and IHSS PUBLIC AUTHORITY or Executive Director may elect
22 to terminate this Agreement on behalf of the IHSS PUBLIC AUTHORITY, pursuant to the
23 termination provisions stated in Paragraph Three (3) of this Agreement. In addition, for invoices
24 received ninety (90) days after the expiration of each term of this Agreement or termination of this
25 Agreement, at the discretion of COUNTY DEPARTMENT'S Director or designee or IHSS PUBLIC
26 AUTHORITY Executive Director, COUNTY DEPARTMENT Director or designee or IHSS PUBLIC
27 AUTHORITY Executive Director shall have the right to deny payment of any additional invoices
28 received.
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1 6. INDEPENDENT CONTRACTOR
2 In performance of the work, duties, and obligations assumed by CONTRACTOR under
3 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
4 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
5 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
6 employee,joint venture, partner, or associate of COUNTY or the IHSS PUBLIC AUTHORITY.
7 Furthermore, COUNTY and IHSS PUBLIC AUTHORITY shall have no right to control or supervise
8 or direct the manner or method by which CONTRACTOR shall perform its work and function.
9 However, COUNTY and IHSS PUBLIC AUTHORITY shall retain the right to administer this
10 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
11 terms and conditions thereof. CONTRACTOR and COUNTY and IHSS PUBLIC AUTHORITY shall
12 comply with all applicable provisions of law and the rules and regulations, if any, of governmental
13 authorities having jurisdiction over matters which are directly or indirectly the subject of this
14 Agreement.
15 Because of its status as an independent contractor, CONTRACTOR shall have
16 absolutely no right to employment rights and benefits available to COUNTY or IHSS PUBLIC
17 AUTHORITY employees. CONTRACTOR shall be solely liable and responsible for providing to, or
18 on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall
19 be solely responsible and save COUNTY and IHSS PUBLIC AUTHORITY harmless from all matters
20 relating to payment of CONTRACTOR's employees, including compliance with Social Security,
21 withholding, and all other regulations governing such matters. It is acknowledged that during the term
22 of this Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or
23 IHSS PUBLIC AUTHORITY or to this Agreement.
24 7. MODIFICATION
25 A. Any matters of this Agreement may be modified from time to time by the written
26 consent of all the parties without, in any way, affecting the remainder.
27 B. CONTRACTOR hereby agrees that changes to the compensation under this
28 Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
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1 COUNTY, through its DSS Director or designee, or IHSS PUBLIC AUTHORITY,through its
2 Executive Director, may modify the maximum compensation depending on State and Federal funding
3 availability, as stated in Section Four (4) in this Agreement. CONTRACTOR further understands that
4 this Agreement is subject to any restrictions, limitations or enactments of all legislative bodies which
5 affect the provisions, term or funding of this Agreement in any manner.
6 8. NON-ASSIGNMENT
7 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
8 duties under this Agreement without the prior written consent of the other party.
9 9. HOLD-HARMLESS
10 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY and/or
11 IHSS PUBLIC AUTHORITY's request, defend COUNTY and/or IHSS PUBLIC AUTHORITY, its
12 officers, agents and employees from any and all costs and expenses, including attorney fees and court
13 costs, damages, liabilities, claims and losses occurring or resulting to COUNTY and/or IHSS PUBLIC
14 AUTHORITY in connection with the performance, or failure to perform, by CONTRACTOR, its
15 officers, agents or employees under this Agreement, and from any and all costs and expenses,
16 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
17 any person, firm or corporation who may be injured or damaged by the performance, or failure to
18 perform, of CONTRACTOR, its officers, agents or employees under this Agreement. In addition,
19 CONTRACTOR agrees to indemnify COUNTY and/or IHSS PUBLIC AUTHORITY for Federal,
20 State of California and/or local audit exceptions resulting from noncompliance herein on the part of
21 the CONTRACTOR.
22 10. INSURANCE
23 Without limiting COUNTY's and/or IHSS PUBLIC AUTHORITY's right to obtain
24 indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall
25 maintain in full force and effect the following insurance policies throughout the term of this
26 Agreement:
27
28
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1 A. Commercial General Liability
2 Commercial General Liability Insurance with limits of not less than One Million
3 Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million
4 Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
5 COUNTY may require specific coverage including completed operations,
6 product liability, contractual liability, Explosion, Collapse, and Underground
7 (XCU), fire legal liability or any other liability insurance deemed necessary
8 because of the nature of the Agreement.
9 B. Automobile Liability
10 Comprehensive Automobile Liability Insurance with limits for bodily injury of
11 not less than Two Hundred Fifty Thousand Dollars ($250,000)per person, Five
12 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
14 combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
15 should include owned and non-owned vehicles used in connection with this
16 Agreement.
17 C. Professional Liability
18 If CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N.,
19 L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
20 limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
21 Million Dollars ($3,000,000) annual aggregate.
22 D. Worker's Compensation
23 A policy of Worker's Compensation Insurance as may be required by the
24 California Labor Code.
25 E. Errors & Omissions Professional Liability
26 A policy that shall not be suspended, voided, cancelled by either party or reduced
27 in coverage of not less than One Million Dollars ($1,000,000) per incident and
28 One Million Dollars ($1,000,000) annual aggregate. Coverage must extend to
S — COUNTY OF FRESNO
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1 claims made up to twelve (12) months beyond the expiration or termination of
2 this Agreement.
3 CONTRACTOR shall obtain endorsements to the Commercial General Liability
4 insurance naming COUNTY and IHSS PUBLIC AUTHORITY, their , officers, agents, and
5 employees, individually and collectively, as additional insureds, but only insofar as the operations
6 under this Agreement are concerned. Such coverage for additional insured shall apply as primary
7 insurance and any other insurance, or self-insurance, maintained by COUNTY and the IHSS
8 AUTHORITY, their officers, agents and employees shall be excess only and not contributing with
9 insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or
10 changed without a minimum of thirty (30) days advance written notice given to COUNTY and the
11 IHSS PUBLIC AUTHORITY.
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 COUNTY and IHSS PUBLIC AUTHORITY to the
15 Department of Social Services, PO BOX 1912, Fresno, California, 93718-1912, Attention: Contracts,
16 stating that such insurance coverages have been obtained and are in full force; that COUNTY and
17 IHSS PUBLIC AUTHORITY, their officers, agents and employees will not be responsible for any
18 premiums on the policies; that such Commercial General Liability insurance names COUNTY and
19 IHSS PUBLIC AUTHORITY, their officers, agents and employees, individually and collectively, as
20 additional insured, but only insofar as the operations under this Agreement are concerned; that such
21 coverage for additional insured shall apply as primary insurance and any other insurance, or self-
2 2 insurance, maintained by COUNTY and IHSS PUBLIC AUTHORITY, their officers, agents and
23 employees, shall be excess only and not contributing with insurance provided under
24 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
25 minimum of thirty(30) days advance, written notice given to COUNTY and IHSS PUBLIC
26 AUTHORITY.
27 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
28 herein provided, COUNTY and/or IHSS PUBLIC AUTHORITY may, in addition to other remedies it
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1 may have, suspend or terminate this Agreement upon the occurrence of such event.
2 All policies shall be with admitted insurers licensed to do business in the State of
3 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
4 of AFSC VII or better.
5 11. SUBCONTRACTS
6 CONTRACTOR shall obtain written approval from COUNTY's DSS Director, or
7 designee and IHSS PUBLIC AUTHORITY's Executive Director before subcontracting any of the
8 services delivered under this Agreement. Any transferee, assignee or subcontractor will be subject to
9 all applicable provision of this Agreement, and all applicable State and Federal regulations.
10 CONTRACTOR shall be held primarily responsible by COUNTY and IHSS PUBLIC AUTHORITY
11 for the performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to
12 in writing by COUNTY and IHSS PUBLIC AUTHORITY. The use of subcontractors by
13 CONTRACTOR shall not entitle CONTRACTOR to any additional compensation than is provided for
14 under this Agreement.
15 12. CONFIDENTIALITY AND MEDI-CAL PRIVACY
16 All services performed by CONTRACTOR under this Agreement shall be in strict
17 conformance with all applicable Federal, State of California, and/or local laws and regulations relating
18 to confidentiality including, but not limited to: California Welfare and Institutions Code Sections
19 10850 and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; and the
20 California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual,
21 Section 2H. In addition, all services performed by CONTRACTOR under this Agreement shall also
22 be in conformance with the Medi-Cal Data Privacy and Security Agreement between the California
23 DHCS and the COUNTY and IHSS PUBLIC AUTHORITY(hereinafter referred to as"the Medi-Cal
24 Data Agreement") that is then in effect,which is by this reference incorporated herein. The current
25 Medi-Cal Data Agreement is available upon request or can be viewed at:
26 http://www.co.fresno.ca.us/MediCalPrivacy/. The purpose of this section is to assure that all
27 applications and records concerning program recipients shall be kept confidential and shall not be
28 opened to examination,publicized, disclosed, or used for any purpose not directly connected with the
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1 administration of the program. CONTRACTOR shall inform all of its employees, agents, officers, and
2 subcontractors of this provision; and that any person knowingly and intentionally violating this
3 provision is guilty of a misdemeanor.
4 13. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
5 The parties to this Agreement(Department of Social Services and IHSS Public Authority
6 excluded) shall be in strict conformance with all applicable Federal and State of California laws and
7 regulations, including but not limited to Sections 5328, 10850,and 14100.2 et seq. of the Welfare and
8 Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of Federal Regulations (CFR),
9 Section 56 et seq. of the California Civil Code, Sections 11977 and 11812 of Title 22 of the California
10 Code of Regulations, and the Health Insurance Portability and Accountability Act(HIPAA), including but
11 not limited to Section 1320 D et seq. of Title 42,United States Code(USC)and its implementing
12 regulations, including, but not limited to Title 45, CFR, Sections 142, 160, 162, and 164, and the Health
13 Information Technology for Economic and Clinical Health (HITECH)Act regarding the confidentiality
14 and security of patient information.
15 A. Except as otherwise provided in this Agreement, CONTRACTOR,as a Business
16 Associate of COUNTY,may use or disclose Protected Health Information(PHI)to perform functions,
17 activities or services for or on behalf of COUNTY,as specified in this Agreement,provided that such use
18 or disclosure shall not violate the Health Insurance Portability and Accountability Act(HIPAA),USC
19 1320d et seq. The uses and disclosures of PHI may not be more expansive than those applicable to
20 COUNTY, as the"Covered Entity"under the HIPAA Privacy Rule(45 CFR 164.500 et sec),except as
21 authorized for management, administrative or legal responsibilities of the Business Associate.
22 B. CONTRACTOR shall protect, from unauthorized access,use,or disclosure of
23 names and other identifying information concerning persons receiving services pursuant to this
24 Agreement, except where permitted in order to carry out data aggregation purposes for health care
25 operations [45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains
26 to any and all persons receiving services pursuant to a COUNTY funded program. CONTRACTOR shall
27 not use such identifying information for any purpose other than carrying out CONTRACTOR's
28 obligations under this Agreement.
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1 C. CONTRACTOR shall not disclose any such identifying information to any person
2 or entity, except as otherwise specifically permitted by this Agreement, authorized by law, or authorized
3 by the clientipatient.
4 D. For purposes of the above sections, identifying information shall include,but not be
5 limited to name, identifying number, symbol, or other identifying particular assigned to the individual,
6 such as finger or voice print, or a photograph.
7 E. CONTRACTOR shall provide access, at the request of COUNTY, and in the
8 time and manner designated by COUNTY,to PHI in a designated record set (as defined in 45 CFR
9 Section 164.501),to an individual or to COUNTY in order to meet the requirements of 45 CFR
10 Section164.524 regarding access by individuals to their PHI.
11 CONTRACTOR shall make any amendment(s)to PHI in a designated record set
12 at the request of COUNTY, and in the time and manner designated by COUNTY in accordance with 45
13 CFR Section 164.526.
14 CONTRACTOR shall provide to COUNTY or to an individual, in a time and
15 manner designated by COUNTY, information collected in accordance with 45 CFR Section 164.528,to
16 permit COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
17 accordance with 45 CFR Section 164.528.
18 F. CONTRACTOR shall report to COUNTY,in writing, any knowledge or
19 reasonable belief that there has been unauthorized access,viewing,use, disclosure, or breach of Protected
20 Information not permitted by this Agreement, and any breach of unsecured PHI of which it becomes
21 aware, immediately and without reasonable delay and in no case later than two (2)business days of
22 discovery. Immediate notification shall be made to COUNTY's Information Security Officer and HIPPA
23 Privacy Officer and COUNTY's Department of Public Health HIPAA Representative, within two (2)
24 business days of discovery. The notification shall include,to the extent possible,the identification of each
25 individual whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired,
26 used, disclosed, or breached. CONTRACTOR shall take prompt corrective action to cure any deficiencies
27 and any action pertaining to such unauthorized disclosure required by applicable Federal and State Laws
28 and regulations. CONTRACTOR shall investigate such breach and is responsible for all notifications
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1 required by law and regulation or deemed necessary by COUNTY and shall provide a written report of the
2 investigation and reporting required to COUNTY's Information Security Officer and HIPPA Privacy
3 Officer and HIPPA Representative. This written investigation and description of any reporting necessary
4 shall be postmarked within the thirty(30)working days of the discovery of the breach to the addresses
5 below:
6 County of Fresno County of Fresno County of Fresno
Information Technology Services Dept. of Public Health Dept. of Public Health
7 Information Security Officer HIPAA Representative HIPAA Privacy Officer
8 (559)494-3255 (559) 600-6349 (559) 600-6405
2048 N. Fine Street 1221 Fulton Mall 1221 Fulton Mall
9 Fresno, CA 93727 Fresno, CA 93721 Fresno, CA 93721
10
11 G. CONTRACTOR shall make its internal practices,books,and records relating to the
12 use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on
13 behalf of COUNTY, available to the United States Department of Health and Human Services upon
14 demand.
15 H. SAFEGUARDS:
16 CONTRACTOR shall implement administrative,physical, and technical safeguards
17 as required by 45 CFR 164.308, 164.310, and 164.312 that reasonably and appropriately protect the
18 confidentiality, integrity, and availability of PHI, including electronic PHI,that it creates,receives,
19 maintains or transmits on behalf of COUNTY and to prevent access,use or disclosure of PHI other than as
20 provided for by this Agreement. CONTRACTOR shall develop and maintain a written information
21 privacy and security program that includes administrative,technical and physical safeguards appropriate to
22 the size and complexity of CONTRACTOR's operations and the nature and scope of its activities. Upon
23 COUNTY's request, CONTRACTOR shall provide COUNTY with information concerning such
24 safeguards. CONTRACTOR shall implement strong access controls and other security safeguards and
25 precautions in order to restrict logical and physical access to confidential,personal (e.g., PHI) or sensitive
26 data to authorized users only. Said safeguards and precautions shall include the following administrative
27 and technical password controls for all systems used to process or store
28 confidential,personal, or sensitive data:
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1 1. Passwords must not be:
2 a. Shared or written down where they are accessible or recognizable
3 by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
4 b. A dictionary word; or
5 C. Stored in clear text
6 2. Passwords must be:
7 a. Eight(8) characters or more in length;
8 b. Changed every ninety (90) days;
9 C. Changed immediately, if revealed or compromised; and
10 d. Composed of characters from at least three of the following four
11 groups from the standard keyboard:
12 1) Upper case letters (A-Z);
13 2) Lowercase letters (a-z);
14 3) Arabic numerals (0 through 9); and
15 4) Non-alphanumeric characters (punctuation symbols).
16 CONTRACTOR shall implement the following security controls on each
17 workstation or portable computing device (e.g., laptop computer) containing confidential,
18 personal, or sensitive data:
19 1. Network-based firewall and/or personal firewall;
20 2. Continuously updated anti-virus software; and
21 3. Patch management process including installation of all operating
22 system/software vendor security patches.
23 CONTRACTOR shall utilize a commercial encryption solution that has received
24 FIPS 140-2 validation to encrypt all confidential,personal, or sensitive data stored on portable
25 electronic media(including, but not limited to, compact disks and thumb drives) and on portable
26 computing devices (including, but not limited to, laptop and notebook computers).
27 CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
2 8 mail or other internet transport protocol unless the data is encrypted by a solution that has been
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1 validated by the National Institute of Standards and Technology as conforming to the Advanced
2 Encryption Standard Algorithm(AES).
3 I. Mitigation of Harmful Effects
4 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that
5 is known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of PHI by
6 CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
7 J. Contractor's Subcontractors
8 CONTRACTOR shall ensure that any of its contractors, including
9 subcontractors, if applicable,to whom CONTRACTOR provides PHI received from or created or
10 received by CONTRACTOR on behalf of COUNTY, agree to the same restrictions and conditions that
11 apply to CONTRACTOR with respect to such PHI; and to incorporate, when applicable,the relevant
12 provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
13 K Employee Training and Discipline
14 CONTRACTOR shall train and use reasonable measures to ensure compliance
15 with the requirements of these provisions by employees who assist in the performance of functions or
16 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
17 employees who intentionally violate any provisions of these provisions, including termination of
18 employment.
19 L. Termination for Cause
20 Upon COUNTY's knowledge of a material breach of the provisions of this
21 Section 15 by CONTRACTOR, COUNTY shall either:
22 1. Provide an opportunity for CONTRACTOR to cure the breach or end the
23 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation
24 within the time specified by COUNTY; or
25 2. Immediately terminate this Agreement if CONTRACTOR has breached a
26 material term of these provisions and cure is not possible.
27 3. If neither cure nor termination is feasible, COUNTY HIPPA Privacy
28 Officer shall report the violation to the Secretary of the U.S. Department of Health and Human
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1 Services.
2 M. Judicial or Administrative Proceedings
3 COUNTY may terminate this Agreement in accordance with the terms and
4 conditions of this Agreement as written hereinabove, if. (1) CONTRACTOR is found guilty in a
5 criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2)
6 a finding or stipulation that the CONTRACTOR has violated a privacy or security standard or
7 requirement of the HITECH Act, HIPAA; or other security or privacy laws in an administrative or civil
8 proceeding in which the CONTRACTOR is a party.
9 N. Effect of Termination
10 Upon termination or expiration of this Agreement for any reason,
11 CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received by
12 CONTRACTOR on behalf of COUNTY)that CONTRACTOR still maintains in any form, and shall
13 retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to extend
14 the protections of these provisions to such information, and limit further use of such PHI to those
15 purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI
16 that is in the possession of subcontractors or agents, if applicable, of CONTRACTOR. If Contractor
17 destroys the PHI data, a certification of date and time of destruction shall be provided to the COUNTY
18 by CONTRACTOR.
19 O. Disclaimer
20 COUNTY makes no warranty or representation that compliance by
21 CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
22 adequate or satisfactory for CONTRACTOR's own purposes or that any information in
23 CONTRACTOR's possession or control, or transmitted or received by CONTRACTOR, is or will be
24 secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
25 responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
26 P. Amendment
27 The parties acknowledge that Federal and State laws relating to electronic data
28 security and privacy are rapidly evolving and that amendment of these provisions may be required to
— 16 — COUNTY OF FRESNO
Fresno,CA
1 provide for procedures to ensure compliance with such developments. The parties specifically agree to
2 take such action as is necessary to amend this agreement in order to implement the standards and
3 requirements of HIPAA, the HIPAA regulations,the HITECH Act and other applicable laws relating to
4 the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
5 notice in the event that CONTRACTOR does not enter into an amendment providing assurances
6 regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
7 standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
8 Q. No Third-Party Beneficiaries
9 Nothing express or implied in the terms and conditions of these provisions is
10 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
11 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
12 liabilities whatsoever.
13 R. Interpretation
14 The terms and conditions in these provisions shall be interpreted as broadly as
15 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws.
16 The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in
17 favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
18 S. Regulatory References
19 A reference in the terms and conditions of these provisions to a section in the
20 HIPAA regulations means the section as in effect or as amended.
21 T. Survival
22 The respective rights and obligations of CONTRACTOR as stated in this Section
23 shall survive the termination or expiration of this Agreement.
24 U. No Waiver of Obligations
25 No change, waiver or discharge of any liability or obligation hereunder on any
26 one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
27 or shall prohibit enforcement of any obligation on any other occasion.
28
17 — COUNTY OF FRESNO
Fresno,CA
1 14. DATA SECURITY
2 For the purpose of preventing the potential loss, misappropriation or inadvertent
3 disclosure of COUNTY and/or IHSS PUBLIC AUTHORITY data including sensitive or personal
4 client information; abuse of COUNTY and/or IHSS PUBLIC AUTHORITY resources; and/or
5 disruption to COUNTY and/or IHSS PUBLIC AUTHORITY operations, individuals and/or agencies
6 that enter into a contractual relationship with COUNTY and/or IHSS PUBLIC AUTHORITY for the
7 purpose of providing services under this Agreement must employ adequate data security measures to
8 protect the confidential information provided to CONTRACTOR by COUNTY and/or IHSS PUBLIC
9 AUTHORITY, including but not limited to the following:
10 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
11 COUNTY and/or IHSS PUBLIC AUTHORITY networks via personally owned mobile, wireless or
12 handheld devices, except when authorized by COUNTY and/or IHSS PUBLIC AUTHORITY for
13 telecommuting and then only if virus protection software currency agreements are in place, and if a
14 secure connection is used.
15 B. Contractor-Owned Computers or Computer Peripherals may not brought into
16 COUNTY and/or IHSS PUBLIC AUTHORITY for use, including and not limited to mobile storage
17 devices, without prior authorization from COUNTY's Chief Information Officer or her designee.
18 Data must be stored on a secure server approved by COUNTY and/or IHSS PUBLIC AUTHORITY
19 and transferred by means of a Virtual Private Network connection, or another type of secure
20 connection of this type if any data is approved to be transferred.
21 C. COUNTY and/or IHSS PUBLIC AUTHORITY-Owned Computer Equipment—
22 CONTRACTOR or anyone having an employment relationship with COUNTY and/or IHSS PUBLIC
23 AUTHORITY may not use COUNTY and/or IHSS PUBLIC AUTHORITY computers or computer
24 peripherals on non-COUNTY and/or IHSS PUBLIC AUTHORITY premises without prior
25 authorization from COUNTY's Chief Information Officer or her designee.
26 D. CONTRACTOR may not store COUNTY and/or IHSS PUBLIC
27 AUTHORITY's private, confidential or sensitive data on any hard-disk drive.
28 E. CONTRACTOR is responsible to employ strict controls to insure the integrity
— 18 — COUNTY OF FRI;SNO
Fresno,CA
1 and security of COUNTY and/or IHSS PUBLIC AUTHORITY's confidential information and to
2 prevent unauthorized access to data maintained in computer files,program documentation, data
3 processing systems, data files and data processing equipment which stores or processes COUNTY
4 and/or IHSS PUBLIC AUTHORITY data internally and externally.
5 F. Confidential client information transmitted to one party by the other by means of
6 electronic transmissions must be encrypted according to AES of 128 BIT or higher. Additionally, a
7 password or pass phrase must be utilized.
8 G. CONTRACTOR is responsible to immediately notify COUNTY and/or IHSS
9 PUBLIC AUTHORITY of any breaches or potential breaches of security related to COUNTY and/or
10 IHSS PUBLIC AUTHORITY's confidential information, data maintained in computer files,program
11 documentation, data processing systems, data files and data processing equipment which stores or
12 processes COUNTY and/or IHSS PUBLIC AUTHORITY data internally or externally.
13 H. In the event of a breach of security related to COUNTY and/or IHSS PUBLIC
14 AUTHORITY's confidential client information provided to CONTRACTOR, COUNTY and/or IHSS
15 PUBLIC AUTHORITY will manage the response to the incident, however, CONTRACTOR will be
16 responsible to issue any notification to affected individuals as required by law or as deemed necessary
17 by COUNTY and/or IHSS PUBLIC AUTHORITY in its sole discretion. CONTRACTOR will be
18 responsible for all costs incurred as a result of providing the required notification.
19 I. When no longer needed, all Medi-Cal Personally Identifiable Information, as
20 defined in the Medi-Cal Data Agreement, whether stored in print or electronic format, must be
21 destroyed or disposed of through confidential means, as described in the Medi-Cal Data Agreement.
22 J. The requirements in this Data Security provision shall apply to
23 CONTRACTOR's subcontractors, if any.
24 15. NON-DISCRIMINATION
25 During the performance of this Agreement, CONTRACTOR shall not unlawfully
26 discriminate against any employee or applicant for employment, or recipient of services, because of
27 race, religious creed, color, national origin, ancestry,physical disability, mental disability, medical
28 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
— 19 — COUNTY OF FRFSNO
Fresno,CA
1 sexual orientation, or military or veteran status pursuant to all applicable State of California and
2 Federal statutes and regulations.
3 16. CONFLICT OF INTEREST
4 No officer, agent, or employee of COUNTY and/or IHSS PUBLIC AUTHORITY who
5 exercises any function or responsibility for planning and carrying out the services provided under this
6 Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition,
7 no employee of COUNTY and/or IHSS PUBLIC AUTHORITY shall be employed by
8 CONTRACTOR to fulfill any contractual obligations with COUNTY and/or IHSS PUBLIC
9 AUTHORITY. CONTRACTOR shall also comply with all Federal, State of California, and local
10 conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and
11 beneficiaries under this Agreement and any officer, agent, or employee of COUNTY and/or IHSS
12 PUBLIC AUTHORITY.
13 17. CLEAN AIR AND WATER
14 In the event the funding under this Agreement exceeds One Hundred Thousand and
15 No/100 Dollars ($100,000.00), CONTRACTOR shall comply with all applicable standards,orders, or
16 requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq.; the Clean Water
17 Act contained in 33 U.S. Code 1368 et seq.; and any standards, laws, and regulations promulgated
18 thereunder. Under these laws and regulations, CONTRACTOR shall assure:
19 A. No facility shall be utilized in the performance of the Agreement that has been
20 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
21 B. COUNTY and/or IHSS PUBLIC AUTHORITY shall be notified prior to
22 execution of this Agreement of the receipt of any communication from the Director, Office of Federal
23 Activities, U.S. EPA indicating that a facility to be utilized in the performance of this Agreement is
24 under consideration to be listed on the EPA list of Violating Facilities;
25 C. COUNTY and/or IHSS PUBLIC AUTHORITY and U.S. EPA shall be notified
26 about any known violation of the above laws and regulations; and
27 D. This assurance shall be included in every nonexempt subgrant, contract, or
28 subcontract.
— 20 — COUNTY OF FRESNO
Fresno,CA
1 18. DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED
2 TRANSACTIONS
3 A. COUNTY and/or IHSS PUBLIC AUTHORITY and CONTRACTOR recognize
4 that Federal assistance funds will be used under the terms of this Agreement. For purposes of this
5 paragraph, CONTRACTOR will be referred to as the "prospective recipient".
6 B. This certification is required by the regulation implementing Executive Order
7 12549, Debarment and Suspension, 29 CFR Part 98, section 98.510, Participant's responsibilities.
8 1) The prospective recipient of Federal assistance funds certified by entering
9 into this Agreement, that neither it nor its principals are presently debarred, suspended,proposed for
10 debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
11 Federal department or agency.
12 2) The prospective recipient of funds agrees by entering into this Agreement,
13 that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
14 suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
15 unless authorized by the Federal department or agency with which this transaction originated.
16 3) Where the prospective recipient of Federal assistance funds is unable to
17 certify to any of the statements in this certification, such prospective participant shall attach an
18 explanation to this Agreement.
19 4) The prospective recipient shall provide immediate written notice to
20 COUNTY and/or IHSS PUBLIC AUTHORITY if at any time prospective recipient learns that its
21 certification in Paragraph 18 of this Agreement was erroneous when submitted or has become
22 erroneous by reason of changed circumstances. The prospective recipient further agrees that by
23 entering into this Agreement, it will include a clause identical to Paragraph 18 of this Agreement and
24 titled"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower
25 Tier Covered Transactions," in all lower tier covered transactions and in all solicitations for lower tier
26 covered transaction.
27 5) The certification in Paragraph 18 of this Agreement is a material
28 representation of fact upon which COUNTY and/or IHSS PUBLIC AUTHORITY relied in entering
- 21 - COUNTY OF FRISNO
Fresno,CA
1 into this Agreement.
2 19. CHARITABLE CHOICE
3 CONTRACTOR may not discriminate in its program delivery against a client or
4 potential client on the basis of religion or religious belief, a refusal to hold a religious belief,or a
5 refusal to actively participate in a religious practice. Any specifically religious activity or service made
6 available to individuals by CONTRACTOR must be voluntary as well as separate in time and location
7 from COUNTY and/or IHSS PUBLIC AUTHORITY funded activities and services. CONTRACTOR
8 shall inform COUNTY and/or IHSS PUBLIC AUTHORITY as to whether it is faith-based. If
9 CONTRACTOR identifies as faith-based it must submit to COUNTY DEPARTMENT and/or IHSS
10 PUBLIC AUTHORITY a copy of its policy on referring individuals to an alternate program provider,
11 and include a copy of this policy in its client admission forms. The policy must inform individuals
12 that they may be referred to an alternative provider if they object to the religious nature of the
13 program, and include a notice to COUNTY DEPARTMENT and/or IHSS PUBLIC AUTHORITY.
14 Adherence to this policy will be monitored during annual site reviews, and a review of client files. If
15 CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
16 report to COUNTY DEPARTMENT and/or IHSS PUBLIC AUTHORITY the number of individuals
17 who requested referrals to alternate providers based on religious objection.
18 20. LOBBYING ACTIVITY
19 None of the funds provided under this Agreement shall be used for publicity, lobbying
20 or propaganda purposes designed to support or defeat legislation pending in the Congress of the United
21 States of America or the Legislature of the State of California.
22 21. PROHIBITION ON PUBLICITY
23 None of the funds, materials, property or services provided directly or indirectly under
24 this Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e.,
25 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
26 22. DISCLOSURE OF SELF-DEALING TRANSACTIONS
27 This provision is only applicable if CONTRACTOR is operating as a corporation(a for-
2 8 profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
— 22 — COUNTY OF FRF SNO
Fresno,CA
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 D and by this
8 reference incorporated herein, and submitting it to COUNTY and/or IHSS PUBLIC AUTHORITY
9 prior to commencing with the self-dealing transaction or immediately thereafter.
10 23. AUDITS AND INSPECTIONS
11 CONTRACTOR shall at any time during business hours, and as often as COUNTY
12 and/or IHSS PUBLIC AUTHORITY may deem necessary, make available to COUNTY and/or IHSS
13 PUBLIC AUTHORITY for examination all of its records and data with respect to the matters covered
14 by this Agreement. CONTRACTOR shall, upon request by COUNTY and/or IHSS PUBLIC
15 AUTHORITY, permit COUNTY and/or IHSS PUBLIC AUTHORITY to audit and inspect all such
16 records and data necessary to ensure 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 of California Auditor
19 General for a period of three (3) years after final payment under contract (California Government
20 Code section 8546.7).
21 In addition, CONTRACTOR shall cooperate and participate with COUNTY and/or
22 IHSS PUBLIC AUTHORITY's fiscal review process and comply with all final determinations
23 rendered by COUNTY and/or IHSS PUBLIC AUTHORITY's fiscal review process. If COUNTY
24 and/or IHSS PUBLIC AUTHORITY reaches an adverse decision regarding CONTRACTOR's
25 services to consumers, it may result in the disallowance of payment for services rendered; or in
26 additional controls to the delivery of services, or in the termination of this Agreement, at the discretion
27 of COUNTY's DSS Director or designee or IHSS PUBLIC AUTHORITY's Executive Director or
28 designee. If as a result of COUNTY and/or IHSS PUBLIC AUTHORITY's fiscal review process a
— 23 — COUNTY OF FRESNO
Fresno,Cif
1 disallowance is discovered due to CONTRACTOR's deficiency, CONTRACTOR shall be financially
2 liable for the amount previously paid by COUNTY and/or IHSS PUBLIC AUTHORITY to
3 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at
4 the discretion of COUNTY's DSS Director or designee or IHSS PUBLIC AUTHORITY. In addition,
5 COUNTY and/or IHSS PUBLIC AUTHORITY shall have the sole discretion in the determination of
6 fiscal review outcomes, decisions and actions.
7 24. NOTICES
8 The persons having authority to give and receive notices under this Agreement and their
9 addresses include the following:
10 COUNTY CONTRACTOR
11 Director, County of Fresno Todd Torman, Contract Manager
12 Department of Social Services Voiance Language Service, LLC
PO BOX 1912 5780 N. Swan Road
13 Fresno, CA 93718-1912 Tucson, AZ 85718
14 25. CHANGE OF LEADERSHIP/MANAGEMENT
15 Any and all notices between COUNTY and IHSS PUBLIC AUTHORITY and
16 CONTRACTOR provided for or permitted under this Agreement or by law, shall be in writing and
17 shall be deemed duly served when personally delivered to one of the parties, or in lieu of such
18 personal service, when deposited in the United States Mail,postage prepaid, addressed to such party.
19 In the event of any change in the status of CONTRACTOR'S leadership or
20 management, CONTRACTOR shall provide written notice to COUNTY and IHSS PUBLIC
21 AUTHORITY within thirty (30) days from the date of change. Such notification shall include any
22 new leader or manager's name, address and qualifications. "Leadership or management" shall include
23 any employee, member, or owner of CONTRACTOR who either a) directs individuals providing
24 services pursuant to this Agreement, b) exercises control over the manner in which services are
25 provided, or c) has authority over CONTRACTOR's finances.
26 26. GOVERNING LAW
27 The parties agree,that for the purposes of venue, performance under this Agreement is
28 to be in Fresno County, California.
— 24 — COUNTY OF FRESNO
Fresno,CA
1 The rights and obligations of the parties and all interpretation and performance of this
2 Agreement shall be governed in all respects by the laws of the State of California.
3 27. PUBLIC AUTHORITY SEPARATE ENTITY
4 The IHSS PUBLIC AUTHORITY is an independent legal entity, separate and apart
5 from the County of Fresno. The IHSS PUBLIC AUTHORITY has no power to bind the County to any
6 contractual or legal obligations. Nor may the obligees of the IHSS PUBLIC AUTHORITY seek
7 recourse against the County of Fresno for any financial or legal obligations of the IHSS PUBLIC
8 AUTHORITY.
9 28. ENTIRE AGREEMENT
10 This Agreement, including all Exhibits, constitutes the entire agreement between
11 CONTRACTOR and COUNTY and IHSS PUBLIC AUTHORITY with respect to the subject matter
12 hereof and supersedes all previous agreement negotiations, proposals, commitments, writings,
13 advertisements, publications and understandings of any nature whatsoever unless expressly included
14 in this Agreement.
15 ///
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25 — COUNTY OFFIUSNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4 ATTEST:
5 CONTRACTOR: COUNTY OF FRESNO
6 Voiance Language Services,LLCBy n A
7 r} rJ
y
8 Brian Pacheco, Chairman and/or
9 Print Name: Austin Wade Sal Quintero,Vice Chairman
Board of Supervisors
10 Title: Vice President
Chairman of the Board, or
11 President,or any Vice President
12 BERNICE E. SEIDEL,Clerk
13 Board of Supervisors
14
15 By
16 FRESNO COUNTY
IN-HOME SUPPORTIVE SERVICES
1 By z 6�z PUBLIC AUTHORITY
18 Print Name: By
19 r � .
Title: J4 .f,._
20 Secretary (of rporatim),or By
21 any Assistant Secretary,or Brian Pacheco,Chairman and/or
Chief Financial Officer,or Sal Quintero,Vice Chairman
22 any Assistant Treasurer Board of Directors
23
24 PLEASE SEE ADDITIONAL
SIGNATURE PAGES ATTACIJED
25
Mailing Address:
26 5780 N. Swan Road
27 Tucson,AZ 85718
Phone No.: (520)745-9447
28 Contact: Todd Turman
—26— COUNTY OF FRFSNO
F,esoo,CA
1 APPROVED AS TO LEGAL FORM:
2 DANIEL C. CEDERBORG, COUNTY COUNSEL
3
4 By ,`- �R'',�nu di
5 APPROVED AS TO ACCOUNTINGaFORM:
6 OSCAR J. GARCIA, C.P.A.,AUDITOR—CONTROLLER/
TREASURER—TAX COLLECTOR
7
8
9 By (ILA
10 REVIEWED AND RECOMMENDED
11 FOR APPROVAL:
12
13 By
14 el mo E.Neira, Director
Department of Social Services
15
16
17
18 PLEASE SEE ADDITIONAL
SIGNATURE PAGES ATTACHED
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27 — COUNTY OF FRESNO
Fresno,CA
I REVIEWED AND RECOMMENDED
FOR APPROVAL:
2
3 ;
4
5 By ZO// /
David Pomaville,Director-
6 Department of Public Health
7
8
9 PLEASE SEE ADDITIONAL
SIGNATURE PAGES ATTACHED
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28 — COUNTY OF FRESNO
Fresno,CA
1 REVIEWED AND RECOMMENDED
FOR APPROVAL
2
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5 By-*
e _
Joy Cr i ,Executive Director
6 Fresno ounty In-Home Supportive Services-Public Authority
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- 29 - COUNTY OF FM:SNO
F:csno,CA
1 DEPARTMENT OF SOCIAL SERVICES
Fund/Subclass: 0001/10000
2 Organization: 5610
3 Account/Program: 7295
Amount: $ 320,888
4
5 DEPARTMENT OF PUBLIC HEALTH
Fund/Subclass: 0001/10000
6 Organization: 5620
Account/Program: 7295
7 Amount: $ 99,060
8 IN-HOME SUPPORTIVE SERVICES-PUBLIC AUTHORITY
9 Fund/Subclass: 0001/10000
Organization: 5611
10 Account/Program: 7295
11 Amount: $4,500
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30 — COUNTY OF FRESNO
Fresno,CA
Exhibit A
Page 1 of 3
Summary of Services
ORGANIZATION: Voiance Language Services, LLC
ADDRESS: 5780 N Swan Road
Tucson, AZ 85718
CONTACT: Todd Torman, Contract Manager
(520) 745-9447
SERVICES: Telephonic Interpretation
CONTRACT PERIOD May 16, 2017 through June 30, 2017 $ 77,908
AND AMOUNTS: July 1, 2017 through June 30, 2018 $166,520
July 1, 2018 through June 30, 2019 $180,020
Contractor Requirements:
A. Contractor must have a single, toll-free number to access all services.
B. Contractor must provide telephonic interpretation services on a 24 hours a day, 7 days
a week, 365 days a year basis.
C. At a minimum, Contractor must be able to translate all languages set forth on page 3 of
this Exhibit A.
D. Contractor must have equipment and capability for conference calling services. This
includes voice and video conferencing.
E. Contractor must adhere to the following process for call-in interpretation requests:
1. The County and the IHSS Public Authority will initiate the three-way telephonic
conversations among the County and the IHSS Public Authority staff, customers,
and Contractor's interpreters.
2. Interpreter may not leave a voicemail on behalf of the County and the IHSS
Public Authority. All conversations must take place in real time.
3. Interpreter will remain neutral in the conversation unless prompted by the County
and the IHSS Public Authority staff.
4. The interpreter will use the utmost courtesy when conversing with the County
and the IHSS Public Authority and the customer.
5. Interpreter will not place a time limit on the length of a call and will provide
services during the entire duration of the call.
Exhibit A
Page 2 of 3
6. Interpreter will translate according to what is instructed during the call and will not
"summarize"the conversation. This is especially important when explaining rights
and responsibilities or regulatory components.
F. All interpreters must be certified by the American Translators Association, or similar
nationally recognized certification entity.
G. All interpreters interpreting for health care related issues must be certified by CyraCom
International, Inc., the Certification Commission for Health Care Interpreters, National
Board of Certification for Medical Interpreters, Department of Human Services, or any
other national, or State of California, recognized certification entity that credentials for
medical and pharmaceutical terminology.
H. Contractor must ensure that interpreters provide accurate interpretation without
omitting, altering, or changing the meaning of what is being stated without explanation.
1. Contractor must ensure that interpreters are engaged in continuous education and
training in the subject of vocabulary, grammar, and pronunciation.
J. Interpreters knowledge, skills, abilities, and fluency must be periodically tested.
K. Contractor must have a reservation system to ensure interpretation services for select
languages are available at a specific date and time.
L. Contractor will collaborate with each County Department and IHSS Public Authority to
evaluate, refine, and develop performance measures including, but not limited to, call
volume, accuracy, amount of time to answer calls, and any other measurement
required by any of the Departments.
M. Contractor will provide reference material including, but not limited to, quick reference
guides, training kits, language ID Cards, and posters/signs indicating what
interpretation services are available. Contractor agrees to alter or develop reference
materials as needed by a County Department or IHSS Public Authority.
N. Contractor will not require any County Department or IHSS Public Authority to
purchase or obtain specific types of equipment to access language interpretation
services.
O. Contractor must attend, in person or telephonically, all scheduled quarterly meetings
relating to quality assurance, service coordination, or contract monitoring.
Performance Requirements:
A. Contractor must ensure a 95% accuracy rate of interpretations.
B. Contractor must respond to 95% of all received calls within an average of 30 seconds
when requesting interpretation services.
Exhibit A
Page 3 of 3
LANGUAGES
Akan Dutch Inupiaq Mongolian Spanish ,
Albanian Ewe Iraqi Arabic Moroccan Arabic Sudanese Arabic
Amharic Estonian Italian Nepali Swahili
Apache Farsi Japanese Norwegian Swedish
Arabic Finnish Karen 1 Nuer Tagalog
Armenian Flemish Kashmiri ( Oromo Taiwanese
Assyrian i French Khmer Pashto Tamil
Bambara (French Canadian Kirundi Patois I Tewa
Behdini Fukienese Korean Persian Thai
Bengali Fulani Krio Polish Tiwa
Bosnian Fuzhou Kunana Portuguese Tibetan
Bulgarian Georgian Kurdish Portuguese Creole Tigrinya
Burmese ' German Laotian Punjabi Taiwanese
Cambodian. Greek Latvian Romanian Tongan
Cantonese . Gujarati Lithuanian Russian Towa
Catalan Haitian Creole Maay Samoan Tculdsh
Chin Hausa Macedonian Serbian Ukainian
Chunk= ` Hebrew Malay Serbo Croatian Urdu
Cbiu-Chew: Hindi Malayalam Sicilian Uzbek
Croatian : Hmong Mandarin Sinhalese Vietnamese
Czech Hungarian Marshallese Slovak Wolof
Danish Ao Mien Somali Yoruba
Dari Ilocano Mixteco Sorani Yupdr
Dinka Indonesian
- i
Exhibit B
STATE OF CALIFORNIA I
PARTICIPATING ADDENDUM NO. 7-15-99-23.02
Telephone Based Interpreter Services
New Mexico Statewide Master Price Agreement No. 50-000-14-00002AC
Voiance Language Services, LLC (Contractor) 3
i
i
This Participating Addendum Number 7-15-99-23.02 is entered into between the State of California,
Department of General Services (hereafter referred to as"State" or"DGS") and Voiance Language
Services, LLC (hereafter referred to as"Contractor") under the lead State of New Mexico, NASPO
ValuePoint, Statewide Price Agreement Number 50-000-14-00002AC. i
1. Scope
A. This Participating Addendum shall provide 365-days a year/?-days a week/24-hours a day
telephone based interpreter services on an"as needed" basis for Limited English Proficiency
(LEP) clients needing immediate interpreter assistance. Contractor must meet or exceed the
requirements set forth in Attachment A, Statement of Work and Technical Requirements.
The New Mexico Statewide Master Price Agreement Number 50-000-14-00002AC is hereby
incorporated by reference and shall apply to the services made under this Participating
Addendum.
B. This Participating Addendum is available for use by all State Departments and California
political subdivisions/local governments. A political subdivision/local government is defined as
any city, county, city and county, district, or other local governmental body or corporation,
including the California State Universities (CSU) and University of California (UC)systems, K-
12 schools and community colleges empowered to expend public funds.
C. Each political subdivision/local government is to make its own determination whether this
Participating Addendum and the Statewide Master Price Agreement are consistent with its
procurement policies and regulations.
D. The statement of work and technical requirements from New Mexico's Statewide Price
Agreement Number 50-000-14-00002AC are attached hereto as Attachment A.
2. Term
A. The term of this Participating Addendum shall begin upon signature approval by the State
and will end March 4,2017, or upon termination by the State,whichever occurs first.
B. Lead State amendments to extend the Master Price'Agreement term date are not
automatically incorporated into this Participating Addendum. Extension(s)to the term of
this Participating Addendum will be through a written amendment upon mutual agreement
between the State and the Contractor.
3. Mandatory'Statewide Contracts
A. Product and Service categories that are available on mandatory California statewide
contracts for telephone based interpreter services cannot be purchased from this
Participating Addendum by State Departments without an exemption. State Departments are
responsible for obtaining an exemption from DGS prior to issuing a purchase order.
Page 1 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02 !
Voiance Language Services, LLC
B. This restriction is not applicable to political subdivisions/local govemments.
4. Terms and Conditions
Terms and conditions listed below are hereby incorporated by reference and made a part of this
Participating Addendum as if attached herein and shall apply to the purchase of services made
under this Participating Addendum. This includes:
A. State Non-IT Commodities General Provisions—GSPD-401 Non-IT Commodities, effective
06/08/10. The seven page document can be viewed at:
hftp://www.documents.dgs.ca.-gov/pd/modellan-ci/GPnonIT06081 0.1)df
B. Delivery will be FOB Destination.
S. Order of Precedence
In the event of any inconsistency between the articles, attachments, or provisions which
constitute this agreement,the following descending order of precedence shall apply:
A. Califomia Participating Addendum Number 7-15-99-23.02
B. New Mexico Statewide Price Agreement Number 50-000-14-00002AC
6. Available Services and Equipment
This Participating Addendum includes the following services and equipment:
A. Telephone Based Interpreter Services
B. Optional Equipment on Attachment B, Fee Schedule
7. Disallowed Services and Equipment.
A. Only services and optional equipment as noted in item number 6 above are allowed for State
Agencies.
B. These restrictions do not apply to political subdivisions/local govemments.
8. Fee Schedule
A. The fee schedule from New Mexico's Statewide Price Agreement Number 50-000-14-
00002AC are attached hereto as Attachment B.
B. Prior to any price increase/decrease; Contractor shall obtained approval from the New
Mexico Statewide Master Price Agreement Contract Administrator
C. Contractor shall submit a revised fee schedule for any increases/decreases to the services
and optional equipment for the State's written approval prior to updating the Contractor's
dedicated website for this Participating Addendum.
Page 2 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02 i
Voiance Language Services, LLC
D. The State approved Fee Schedule will be posted on the State's eProcurement website.
9. Invoicing
The State Participating Addendum Number and Ordering Agency Purchase Order Number shall
appear on each purchase order and invoice for all purchases placed under this Participating
Addendum,
10. Usage Reporting
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator
for all Califomia entity purchases using the report template attached hereto as Attachment C.
Please include the following information:
1) Only State Departments and California political subdivisions/local governments.
2) Separate State and Local Totals.
B. The report is due even when there is no activity.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at
PDWSCA@dgs.ca.gov. The e-mail subject line will include the vendor's name and
Participating Addendum Number.
D. Any report that does not follow the required format or that excludes information will be
deemed incomplete. Contractor will be responsible for submitting corrected reports within
five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. State and Local purchases must be shown separately with separate totals and will include
the grand total of all purchases.
G. Reports are due on the 15th day after the quarterly period. For example, January thru March
quarterly report will be due on April 15th.
H. Failure to meet reporting requirements and submit the reports on a timely basis shall
constitute grounds for suspension of this contract.
I. Amendments for term extensions may be approved only if all reports due have been
submitted to the State.
11.Administrative Fee
A. Contractor shall submit a check, payable to the State of California, remitted to the NASPO
ValuePoint Payment Processing Unit for the calculated amount equal to one percent(0.01) of
the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check. Checks
submitted to the State without the Participating Addendum Number will be retumed to
Contractor for additional identifying information.
Page 3 of 6
3
Exhibit B
Participating Addendum No.7.15-99-23.U2
Voiance Language Services, LLC
if
1
C. If the Administrative fee check is $1.00 over the amount of the Administrative fee due,the
check will be returned and a new check will be submitted with the correct amount.
D. Administrative fee checks shall be submitted to:
i
State of California
Department of General Services, Procurement Division
Attention: NASPO ValuPoint Payment Processing
707 3rd Street, 2"d Floor, MS 2-202
West Sacramento, CA 95605
E. The administrative fee shall not be included as an adjustment to Contractor's Statewide
Master Price Agreement pricing.
F. The administrative fee shall not be invoiced or charged to the ordering agency.
G. Payment of the administrative fee is due irrespective of payment status on orders or service
contracts from a purchasing entity.
H. Administrative fee checks are due for each quarter as follows:
�µ1 JAN 1 to MAR 31 APR 30
2 APR 1 to JUN 30 JUL 31
3 JUL 1 to SEP 30 OCT 31
4 OCT 1 to DEC 31 JAN 31
1. Failure to meet administrative fee requirements and submit fees on a timely basis shall
constitute grounds for suspension of this contract.
12. Contract Management
A. The primary Contractor Contract Manager for this Participating Addendum shall be as
follows:
Contractor: Voiance Language Services, LLC
Name: Todd Torman, Sr.VP of Sales
Phone: (520)745-9447
Fax: (520)745-9022
E-Mail: ttorman@voiance.com
Address: 5780 N. Swan Road
Tucson,AZ 85718
B. Should the Contractor Contract Manager information change,the Contractor will provide
written notice with the updated information to the State Contract Administrator no later than
ten business days after the change.
Page 4 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02 j
Voiance Language Services,LLC
C. The State Contract Administrator for this Participating Addendum shall be as follows:
Name: Lori Tomita
Phone: (916) 375-4580
Fax: (916) 375-4663
E-Mail: Lori.Tomitae-das.ca.gov
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. Should the State Contract Administrator information change, the State will provide written
notice with the updated information to the Contractor Contract Manager no later than ten
business days after the change.
13.Termination of Agreement
The State may terminate this Participating Addendum at any time upon 30 days prior written
notice to the Contractor. Upon termination or other expiration of this Participating Addendum,
each party will assist the other party in orderly termination of the Participating Addendum and the
transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted
business continuation of each party. This provision shall not relieve the Contractor of the
obligation to perform under any purchase order or other similar ordering document executed
prior to the termination becoming effective.
14.Amendment
No amendment or variation of the terms of this Participating Addendum shall be valid unless
made in writing, signed by the parties and approved as required. No oral understanding or
agreement not incorporated in the Participating Addendum is binding on any of the parties.
15.Agreement
A. This Participating Addendum and the Master Price Agreement together with its exhibits
and/or amendments, set forth the entire agreement between the parties with respect to the
subject matter of all previous communications, representations or agreements, whether oral
or written, with respect to the subject matter hereof. Terms and conditions inconsistent with,
contrary or in addition to the terms and conditions of this Participating Addendum and the
Master Price Agreement,together with its exhibits and/or amendments, shall not be added to
or incorporated into this Participating Addendum or the Master Price Agreement and its
exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such
attempts to add or incorporate such terms and conditions are hereby rejected. The terms
and conditions of this Participating Addendum and the Master Price Agreement and its
exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or
additional terms.
Page 5 of 6
Exhibit B
Participating Addendum No.7,15-99-23.02
Voiance Language Services, LLC
B. By signing below Contractor agrees to offer the same products/and or services as on the
New Mexico Statewide Master Price Agreement Number 50-000-14-00002AC at prices equal '.
to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the
date of execution by both parties below.
STATE OF CALIFORNIA VOIANCE LANGUAGE SERVICES, LLC
By: _ G`Ylz., By:
f4p-Name: Jim Butler Name:
Title: Deputy Director Title: f'
Date: Wis- Date: Clz 2 ?`
Page 6 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02 i
Voiance Language Services,LLC
i
Attachment A
(Statement of Work and Technical Requiretnents)
STATEMENT OF WORK:
Offerors shall provide 365-days a year/7-days a week/24-hours a day Telephone Based
Interpreter Services on an"as needed"basis for Limited English Proficiency(LEP)
clients needing immediate interpreter assistance, and must meet or exceed the minimum
requirements set forth in Attachment G"Technical Requirements".
Services are anticipated to be utilized in a number of different government settings,
including Health and Human Services Departments,to assist government entities in
meeting the needs of LEP clients who are physically.in the government office or call in
by phone for assistance.
TECHNICAL REQUIREMENTS:
EXPERIENCE OF THE CONTRACTOR
1. Bidder must have at least two years of experience in providing Telephone Based
Interpreter Services to state or local government entities on a 365-days a year, 7-days a
week,24-hours a day basis.
2. Bidder must currently be providing an average of at least 100,000 minutes of Telephone
Based Interpreter Service calls per month within the past year.
EQUIPMENT AND FACILITY
1. Contractor must have all necessary equipment, installed and functioning at time of Bid
submittal,to provide the services required in the contract.
2. Contractor must have telephone terminal equipment with expansion capabilities to
accommodate an increase in call volume,as needed.
3. Contractor's telephone terminal equipment must be capable of collecting the detailed call
traffic information needed to produce the reports required by the contract.
4. Interpreter services for the most frequently used languages must be performed within the
United States from a professional facility or a professional home-based office with limited
background noise and no interruption.Interpreter services for the least frequently used
languages may be performed outside of the United States and/or from a professional
home based office with limited background noise and no interruption only in cases where
an interpreter from the United States or a professional facility is unavailable.
"Most frequently used languages"means the top ten frequently used languages within
each Participating State to be identified on each state's Participating Addendum.
50-000-14-00002—Voiance
Page 1 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language Services,LLC
LANGUAGES
1. Bidder must be able to provide Telephone Based Interpreter Services for all
languages/dialects listed below(at a minimum):
Akan Dutch Inupiaq Mongolian Spanish
Albanian Ewe Iraqi Arabic Moroccan Arabic Sudanese Arabic
Amharic Estonian Italian Nepali Swahili 1
Apache Farsi Japanese Norwegian Swedish
Arabic Finnish Karen Nuer Tagalog
Armenian Flemish Kashmiri Oromo Taiwanese
Assyrian French I Khmer Pashto Tamil
Bambara French Canadian Kirundi Patois Tewa
Behdini Fukienese Korean Persian Thai
Bengali Fulani Krio Polish Tiwa
Bosnian Fuzhou Kunama Portuguese Tibetan
Bulgarian Georgian Kurdish Portuguese Creole Tigrinya
Burmese German Laotian Punjabi Taishanese
Cambodian Greek Latvian Romanian Tongan
Cantonese Gujarati Lithuanian Russian Towa
Catalan Haitian Creole Maay Samoan Turkish
Chin Hausa Macedonian Serbian Ukrainian
Chuukese Hebrew Malay Serbo Croatian Urdu
Chiu-Chow Hindi Malayalam Sicilian Uzbek
Croatian Hmong Mandarin Sinhalese Vietnamese
Czech Hungarian Marshallese Slovak Wolof
Danish Ibo Mien Somali Yoruba
Dari Ilocano Mixteco Sorani Yupik
Dinka Indonesian
50-000-14-00002—Voiance
Page 2 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language 5ervices,LLC
CONNECTION
1. On average,Contractor must answer at least 95%of all incoming calls within five seconds
of the call starting to ring at the Contractor's facility. The call may be answered by an
automated attendant but the customer must be given an option, either by voice prompt or
keypad selection,to speak with a live operator/customer service representative. If the
customer opts for a live operator/customer service representative,connection must occur
within ten seconds of the customer's selection.
2. On average,Contractor must respond to calls at a rate of 95%or greater within 30 seconds
of the client's language being identified. Once interpretation begins,the call cannot be
f
placed on hold or put into a queue of any kind.
3. If in a given month the language mix of Spanish to all other languages is below 75%,the
percentage of calls that must meet the 30 second response time will be adjusted as follows:
If percentage of Connective time will be:
Spanish is:
Less than 60% 80%of all calls will be responded to within 30 seconds,after the
client's language being identified
60-70% 85%of all calls will be responded to within 30 seconds,after the
client's language being identified
70-80% 90%of all calls will be responded to within 30 seconds,after the
client's language being identified
4. In the event interpretation service for Spanish,Russian, Somali,Vietnamese,Tagalog,
Korean or Farsi does not begin within 60 seconds of the client's language being identified,
the customer shall not be charged for any interpretation services provided for the duration
of the call.
In the event any interpretation service request for Spanish,Russian, Somali,Vietnamese,
Tagalog,Korean or Farsi results in a customer being told"no interpreter is available,"the
Contractor will be subject to a self-assessed penalty equal to the cost of the customer's
average interpreter call for the month in which the"no interpreter available"event occurs.
These penalties will be assessed monthly and will be itemized and deducted from the
appropriate monthly invoice total.
5. Contractor must provide toll-free access to interpreter services from anywhere in the
United States,365-days a year,7-days a week,24-hours a day.
IlWOICING
1. Contractor must only invoice for the time that interpreter service is provided. Time
required establishing the language service needed and/or connection time to the
appropriate interpreter will not be chargeable. Billing of the interpretation period starts
when the interpreter answers and begins interpreting. The interpretation period is ended
when the interpreter has been disconnected from both the customer and the client.
2. Invoices will be pre at the end of every calendar month and delivered to the customer
no later than the 15 day of the calendar month immediately following the month under
invoice.
3. Invoices will reflect billing increments of one-tenth of one minute. For any period of time
which falls between tenths of a minute,Contractor will round up to the next tenth of a
minute. One-tenth of one minute is defined as six seconds.
50-000-14-00002—Voiance
Page 3 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language Services,LLC
4. The minimum billable charge shall be equal to a one minute charge at the rate of the
language for which interpreter service is provided. 3
5. Invoices must contain the following information,at a minimum:
a. Master contract number and/or any other unique contract identification number
assigned by a Participating State.
b. For the State of New Mexico,Contractor's Statewide Vendor Identification
Registration number assigned by the NM Department of Finance.
c. Date of invoice.
d. Contractor name and address.
e. Customer account number and Department name/program.
f. Billing period.
g. Interpreter Connection Time.
h. Total number of calls interpreted.
i. Total number of billable interpretation minutes.
j. Total number of"no interpreter available"calls.
k. Percentage of calls connected in 30 seconds or less.
1. Total number of calls resulting in interpreter connection times of greater than 60
seconds.
m. Total number of dropped calls between the time the call is answered by an
automated attendant or live operator and the time an interpreter is online
n. Total dollar amount of credits and/or penalties for qualifying calls that do not meet
the criteria established in Attachment G: Technical Requirements, section titled,
"Connection,"Item#3.
o. Total dollar amount due.
p. Any applicable prompt payment discount(s)available.
q. Date and time of each interpreter service occurrence provided.
r. Interpreted language associated with the call.
s.Duration of the interpreter service provided,measured in tenth of a minute
increments.
t. Contract rate per minute.
u. Billable amount associated with each call.
v. Interpreter identification number or code as assigned by the Contractor.
EMERGENCY MANAGEMENT PLAN
1. Contractor must have in place an Emergency Management Plan(EMP)to guarantee
continued services and/or limited disruptions during and following natural disasters or
other potentially disrupting events.. (e.g.;earthquakes,power outages,etc.) Attach a copy
of Contractor's EN P.
2. Contractor must have a high-speed emergency notification system to be used for crisis
communications. The system must be capable of efficiently sending notifications via
phone and/or email to all customers prior to,during,and after a crisis or emergency,365-
days a year,7-days a week,24-hours a day.
50-000-14-00002—Voiance
Page 4 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language Services,LLC
CONFIDENTIALITY STATEMENT
1. Contractor must possess a signed.and dated Confidentiality Statement for each interpreter,
either employed or contracted,prior to that interpreter providing service under the
Contract. Attach a sample copy of Contractors Confidentiality Statement.
INTERPRETER OPERATIONAL REQUIREMENTS
1. The interpreter will remain neutral in the conversation unless prompted by the customer
with additional instructions.
2. The interpreter will speak in the first(P)person.
3. The interpreter will use the utmost courtesy when conversing with the customer and/or the
client.
4. The interpreter will respect cultural differences of the client.
5. The interpreter will refrain from entering into a disagreement with the customer and/or the
client.
6. The interpreter will accurately interpret the client's statements and relay the message in its
entirety with the meaning preserved throughout the conversation. Information will not be
edited or deleted which may erroneously change the meaning the of the client's statements.
7. All conversations or interpretation between the interpreter,the customer and the client will
remain confidential and will not be shared with individuals unrelated to the call.Calls
must only be recorded for Quality Assurance and training purposes.Call recording may be
further restricted in other state's Participating Addendums.
CUSTOMER RESPONSE CRITERIA
1. Response to customer questions and concerns will be handled as expeditiously as possible
and according to the following criteria:
a. General questions of concem: A written response to customer questions is due
within five working days from initial contact. If the response is incomplete at
response due time,the response will be an update of steps taken thus far to answer
the customer's questions along with an estimated completion date. If a complete
response is still not provided within seven days from initial contact,at the
customer's request,Contractor must provide a senior administrative contact to
escalate the request.
b. Request for materials: Instructional materials must be mailed to the customer
within two working days of receiving the request.
c. All other requests: Time requirements for all other requests will be negotiated
individually between the customer and the Contractor.
QUALITY ASSURANCE PLAN
1. Contractor must have a Quality Assurance Plan(QAP)that describes an acceptable
method for monitoring,tracking and assessing the quality of services provided under the
Contract. The QA.P must also describe how the Contractor will identify and resolve issues
related to interpreter quality and/or performance,as well as customer initiated concerns
and/or complaints. Attach a copy of Contractor's OAP.
50-000-14-00002—Voiance
j Page 5 of 6
1
Exhibit B
Participating Addendum No,7-15-99-23.02
Voiance Language Services,LLC
INSTRUCTIONAL MATERIALS
1. Contractor must provide instructional materials at no additional charge to assist end users
in accessing the services that will be provided under the Contract.Materials should include
j language identification materials such as"I Speak"cards and procedural information for
iaccessing the services.
2. Instructional materials must also include informational language posters for the public
indicating interpretation services are available and free of charge.The informational
language posters for the public must include(at minimum)the most frequent languages
utilized by each participating state to be identified in each state's participating addendum.
3. Sample informational posters must be provided to customers for approval and possible
editing free of charge in order to suit local languages/needs.
4. Instructional materials must be readily available to all customers,at no cost,throughout
the term of the Contract.
50-000-14-00002—Voiance
Page 6 of 6
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language Services,LLC
Attachment B
Fee Schedule
All pricing includes the cost of servicing of accounts,and complying with all contractual
requirements.
Unit Price: is on a per minute basis for all languages specified in Attachment A,Technical
Requirements as well as for all unlisted languages that may be provided through the
resultant Contract.
MOIRE
1. Telephone Based Interpreter Services for all languages specified in
Attachment A, Technical Requirements, as well as for all unlisted
languages that may be provided through the resultant Contract. $ 0.75 /min.
Payment Terms: Net 30 days
Optional Eauiyment•
11-4
NEAR
Corded Dual Hand-Set Single Line Phone Implementation Team will
2. assess how many pliones are required to provide optimal service Waived
3. Cordless Phones(Optional Add-on $5:95 per month
4. Tri handset DECT standard copper line $69.99
Service Features•
, �+r�er:GII6e881' w` F
WIN,:� pro;
Per-Minute Price for all languages 24/7/365 $0.75 flat rate per minute
a Required b LEP Client Charges begin when Interpreter answers call,
Client Selects Language y not before.
Interpreter Contact Centers Located
i
Exclusively in the United States Included in Price Per Minute
IProfessional Interpreters Handle Calls for Top
Required Languages Within our Onshore Contact Included In Price Per Minute
Centers
Account Setup:toll-free number,training and
implementation Waived
50-000-14-00002—Voiance
Page 1 of 2
Exhibit B
Participating Addendum No.7-15-99-23.02
Voiance Language Services,LLC s
Monthly Minimum None
Billing and reporting.Online and custom
reports Waived
Dedicated account manager and 2417 client
support Waived
Corded Dual Hand-Set Single Line Phone
Implementation Team will assess how many phones Waived
are required to provide optimal service
Cordless Phones(Optional Add-on) $5.95 per month
j
50-000-14-00002—Voiance
Page 2 of 2
Exhibit C
Page 1 of 1
BUDGET SUMMARY
ORGANIZATION: Voiance Language Services, LLC
SERVICES: Telephonic Interpretation
CONTRACT PERIOD: May 16, 2017—June 30, 2018
CONTRACT AMOUNT: $424,448
All languages are $0.65 per minute
FY 2017 FY 2017-18 FY 2018-19 Total
Department of Social Services $43,688 $132,000 $145,200 $320,888
Department of Public Health $33,020 $33,020 $33,020 $99,060
In-Home Supportive Services- $1,200 $1,500 $1,800 $4,500
Public Authority
Total Contract Maximum $77,908 $166,520 $180,020 $424,448
Exhibit D
Page 1 of 2
SELF-DEALING TRANSACTION DMOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County.A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title(if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County.At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit D
Page 2 of 2
�1�CompanyBoard Member to#ormat�on` _
Name: Date•.
Job,r`ttle:,
(2};GompanY/!4Bency Name and Address.
{3j Disclosure(Please desa ibethe natureofthe self-deaing transaction you are-a party to)
{ )l~acplairrwhy this sel#-rlealin$transaction is corsistent;vufihche requirementsof�orpnrations+Gode233<a)
_4�}Authorized Signature
Signature.: Date: