HomeMy WebLinkAboutExecuted Agreement with Bitwise Industries dba Shift3 Technologies - A-16-692.pdf
COUNTY OF FRESNO
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AGREEMENT
THIS AGREEMENT is made and entered into this ___________day of _____________, 2016,
by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
hereinafter referred to as “COUNTY”, and, BITWISE INDUSTRIES, INC. dba SHIFT3
TECHNOLOGIES, a California Corporation, whose address is 700 Van Ness Avenue, Fresno, CA
93721, hereinafter referred to as “CONTRACTOR,” collectively, “the parties.”
W I T N E S S E T H:
WHEREAS, COUNTY, through its Department of Behavioral Health (DBH), is seeking an
electronic integrated information system to manage clients, services and providers at Multi-Agency
Access Program (MAP) Points;
WHEREAS, CONTRACTOR, has the ability to design and build the software known as
MapPoint Application, hereinafter referred to as “MapPoint”, and provide professional business
consulting and/or other technical services, that meets the needs of COUNTY;
WHEREAS, COUNTY, through its DBH, desires to purchase MapPoint Dashboard and Client
Relationship Management (CRM) software development, including training, maintenance, and technical
support thereof.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. DEFINITIONS
As used in this Agreement, the following definitions apply:
A. “Acceptance” means the COUNTY will grant acceptance once all user acceptance
testing has been successfully completed in accordance with the test plan, and all noted errors have been
corrected. In addition, the system must be available in a production environment for a period of thirty
(30) days.
B. “Acceptance Testing” means the process of testing specific functions to determine
if the system meets the requirements of the test plan.
C. “MapPoint Application” or “MapPoint” is the full program designed and built by
CONTRACTOR, which are included in this Agreement.
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D. “MapPoint Documentation” is the documentation relating to MapPoint, which is
necessary to enable COUNTY to operate and utilize MapPoint. This MapPoint Documentation includes
all manuals, reports, and specifications provided by CONTRACTOR.
E. “MapPoint Enhancements” are modifications to MapPoint that provide new
functionality, which are not included in this Agreement. These do not include modifications done as
maintenance.
F. “MapPoint Hardware” is the equipment on which the COUNTY will operate
MapPoint.
G. “MapPoint Installation” is the process whereby MapPoint, and other deliverables,
have been delivered, loaded on MapPoint Hardware, and the MapPoint software is executable.
H. “MapPoint Software” means the MapPoint application components including
Survey, Dashboard, and Client Resource Management.
I. “MapPoint Updates” are modifications to MapPoint to fix or improve the
performance of the application.
J. “Agreement Deliverable” is a product and/or service specified in this Agreement
to be delivered to COUNTY by CONTRACTOR and shall include installation, training, and
documentation as specified in this Agreement.
K. “Data” is all information acquired from COUNTY that will reside on COUNTY
secured server and be maintained by COUNTY during the performance of this Agreement.
L. “Errors” is an error encountered while using MapPoint that cause it not to operate
in substantial compliance with the specifications during acceptance testing.
M. “Final MapPoint Acceptance” is when COUNTY and the CONTRACTOR
determine that all necessary agreement deliverables have been delivered, and MapPoint has been
successfully tested in accordance with the test plan.
N. “Production Use” is MapPoint being used in the live production environment.
O. “Go-Live” is the event(s) that occurs after acceptance of MapPoint by the
COUNTY when the COUNTY puts MapPoint, in whole or in part, into productive use.
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P. “MapPoint Survey” is the MapPoint component previously developed by
CONTRACTOR under Agreement No. P-16-475-I.
Q. “ITSD” is the Information Technology Services Division within the COUNTY’s
Internal Services Department.
R. “MongoDB” is the database system supporting MapPoint.
S. “Key Staff” is staff that is considered important to MapPoint implementation.
T. “Maintenance and Support” is the act of making changes and corrections to
MapPoint either to make corrections to MapPoint’s functionality.
U. “Maintenance and Support Fees” are fees associated with supporting and doing
maintenance on MapPoint.
V. “System” is the MapPoint system provided under this Agreement by
CONTRACTOR required to provide a fully operating MapPoint system as set forth in this Agreement.
The terms “MapPoint”, “System”, and “MapPoint System” are considered to be equivalent throughout
this Agreement.
W. “VPN” is a virtual private network that is a method that the CONTRACTOR will
use to remotely access COUNTY’s network.
X. “Hardware Configuration” means the computer hardware required to install and
operate MapPoint. A description of the recommended hardware configuration is set forth in Exhibit A,
attached hereto and by this reference incorporated herein and made part of this Agreement.
Y. “COUNTY Database” means a collection of data records that are maintained as a
single computer system that is used, accessed, or acted upon by MapPoint.
Z. “Problem or Defect” means any failure of MapPoint to operate in substantial
conformance with the Specifications. These may also include system down issues and system bugs.
AA. ”Scope of Work” means the detailed work plan. Exhibit B and Exhibit C,
attached hereto and by this reference incorporated herein and made part of this Agreement, are the
approved and final Scopes of Work for this project.
BB. “Services” means the development, installation, training and other services to be
provided by CONTRACTOR as described in Exhibit B.
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CC. “Specifications” means the description and features of MapPoint as set forth in
the documentation relating to MapPoint design and development supplied to COUNTY by
CONTRACTOR hereunder and more particularly identified in Exhibit B.
DD. “Support Services” means the maintenance and support services to be provided by
CONTRACTOR in accordance with Exhibit C.
EE. “Charges” means the amounts to be paid by COUNTY for services provided to
COUNTY under the terms of this Agreement. The charges, and payment schedule, are described in
Exhibit D, attached hereto and by this reference incorporated herein and made part of this Agreement.
FF. “Milestones” means those services as described in Exhibit D.
GG. “Third Party Products” means any product acquired by CONTRACTOR from an
outside vendor on behalf of COUNTY under the terms of this Agreement. Third Party Products
consisting of software are called Third Party Programs. Third Party Products are described in Exhibit A.
3. OBLIGATIONS OF THE CONTRACTOR
A. Overview
CONTRACTOR shall provide to COUNTY the MapPoint Dashboard and CRM
Application, including training, maintenance, and technical support, as set forth in this Agreement.
B. Products and Services
CONTRACTOR shall provide all products and perform all services as set forth in
Exhibit B, “MapPoint Dashboard and CRM Scope of Work”, and Exhibit C, “Break-Fix Support and
Maintenance Scope of Work”, attached hereto and by this reference incorporated herein and made part
of this Agreement.
1) Approval of Work Assignments by COUNTY
The following procedure shall be followed by CONTRACTOR in gaining
approval of work assignments:
a) COUNTY shall approve work prior to CONTRACTOR beginning
the work through a Scope of Work. Exhibit B and Exhibit C of this Agreement are the approved and
final Scopes of Work for this project.
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b) Whenever CONTRACTOR or COUNTY believe it is appropriate,
Scopes of Work will be used to define specific activities and pricing. Scopes of Work will be signed by
an authorized person from each party, thereby constituting approval from COUNTY for
CONTRACTOR to begin working. Exhibit B and Exhibit C of this Agreement are the approved and
final Scopes of Work for this project. Any activities not covered by Exhibit B and Exhibit C, and
resulting in an increase to the maximum compensation of the Agreement stated in Section Seven (7),
shall be adjusted with a new Scope of Work through formal amendment to this Agreement approved by
COUNTY and CONTRACTOR.
C. Support and Maintenance of MapPoint Survey Application
It is understood by CONTRACTOR AND COUNTY that the full MapPoint
Application incorporates and builds on product and services completed in Agreement No. P-16-475-I.
The purpose of this Agreement is also to allow for support and maintenance to the MapPoint Survey
Application, in the event support and maintenance needs to occur.
D. Services to be Provided by CONTRACTOR TO COUNTY
CONTRACTOR shall provide the following services to COUNTY, as set forth in
Exhibit B and Exhibit C and as stipulated by this Agreement.
1) Project Management and Implementation
a) Project Management Duties
Project Management includes the project planning, control and
reporting, third party and CONTRACTOR staff coordination, design and analysis, as required. The
duties also include the review of workflows, policies and procedures and any other non-MapPoint
System functions that may need realignment with the installation of MapPoint, as set forth in the Exhibit
B and Exhibit C and as stipulated by this Agreement.
b) File Building Assistance
File Building Assistance includes identifying data resources and
establishing file layouts. Upon completion of file-build, training and test conversion activities,
CONTRACTOR will initialize the production database, perform the automated load and assist
COUNTY with data verification activities.
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c) Go-Live / Cut Over Support
CONTRACTOR personnel shall be available to answer questions and
assist with problem solution, including “go-live” planning, the development of an installation schedule,
checklists, database initialization and the commencement of operations that is timed with data
conversion.
2) MapPoint System Installation
CONTRACTOR shall supply and install all components of the MapPoint
System in accordance with this Agreement. Software installation includes hardware/network review and
recommendations, consultation, software installation and remote technical support.
3) Documentation
CONTRACTOR shall provide to COUNTY MapPoint System
Documentation, which shall consist of electronic files. The electronic files must be printable using PC
software normally available at COUNTY. CONTRACTOR shall provide new MapPoint System
Documentation corresponding to all new Software Upgrades. COUNTY may print additional copies of
all documentation. All MapPoint System Documentation is to be used by COUNTY only for the
purpose identified within this Agreement.
4) Training
CONTRACTOR will train COUNTY staff at a COUNTY designated
location at a time approved in writing by COUNTY.
5) Work Items to be Delivered
CONTRACTOR will deliver the work items listed in Exhibit B, MapPoint
Dashboard and CRM Application Scope of Work, as part of this Agreement.
6) Test System
CONTRACTOR will provide a test version of the MapPoint application to
be used for acceptance testing of MapPoint System modifications prior to implementation.
E. MapPoint System Maintenance and Support
MapPoint System maintenance and support for MapPoint commences the first day
of the month following the ninety (90) day warranty period after First Production Use of MapPoint and
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continues as defined in Exhibit C and this Agreement. The date of First Production Use will be
identified by COUNTY and communicated to CONTRACTOR through written notice. MapPoint
System maintenance and support includes MapPoint System Updates of MapPoint System Software
necessary as a result of Regulatory Changes. CONTRACTOR will maintain and support the MapPoint
System by providing the following services:
1) Support Hours/Scope:
CONTRACTOR will provide unlimited technical assistance by phone
during normal coverage hours (8:00 a.m. to 5:00 p.m. Pacific Standard Time (PST)), Monday through
Friday, except CONTRACTOR and COUNTY holidays), and telephone assistance to keep the MapPoint
System in, or restored to, normal operating condition. The object of this support will be to answer
specific questions related to the MapPoint System and the application thereof. Support provided under
this Agreement does not include training of new personnel after initial staff is trained, operation of
hardware, or solving other hardware/software problems unrelated to the MapPoint System.
COUNTY and CONTRACTOR holidays are as follows: New Year’s Day,
Martin Luther King Jr. Day, President’s Day, Cesar Chavez Day, Memorial Day, Independence Day,
Labor Day, Veteran’s Day, Thanksgiving (Thursday and Friday), and Christmas. If the holiday falls on
a weekend, then the preceding Friday or following Monday will be considered the holiday.
2) Support Response:
During the term of this Agreement, CONTRACTOR will (a) correct any
Error or malfunction in the MapPoint System as supplied by CONTRACTOR which prevents it from
operating in conformance with the Specifications set forth in this Agreement or (b) provide a
commercially reasonable alternative that will conform to the specifications set forth in this Agreement.
If analysis by CONTRACTOR indicates that a reported problem is caused
by a reproducible Error or malfunction in the then-current release of the MapPoint System as supplied
by CONTRACTOR that significantly impacts effective use of the MapPoint System by COUNTY,
CONTRACTOR will, if the MapPoint System is inoperable, as reported by COUNTY, correct the Error
or resolve the problem by providing a circumvention. In the event correction of the Error requires
continuous effort beyond the hours of 8:00 a.m. to 5:00 p.m. Pacific Time (normal support hours)
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CONTRACTOR will make every effort to provide COUNTY with available corrective information,
such as corrective documentation and/or program code, and may continue to work toward resolution
beyond the normal working hours.
3) Remote VPN Diagnostics
Remote VPN Diagnostics Support includes:
• Diagnostic or corrective actions necessary to restore proper
MapPoint operation,
• Diagnostic actions which attempt to identify the cause of MapPoint
System problems,
• Correction of data file problems, and COUNTY will provide any
required hardware and equipment necessary at COUNTY for VPN
support.
4) Error Correction Process
If during the term of this Agreement COUNTY determines that an error
exists, COUNTY will first follow the error procedures specified in the MapPoint System
Documentation. If following the error procedures does not correct the Error, COUNTY shall
immediately notify CONTRACTOR in writing, setting forth the defects noted with specificity. Upon
notification of a reported Error, CONTRACTOR shall have five (5) working days to determine if actual
Error(s) exist and, if so, to correct, such Error(s) within fifteen (15) days. At CONTRACTOR's request,
additional time to solve difficult problems will not be reasonably withheld. Within fifteen (15) days of
correction, COUNTY shall retest the MapPoint System and report any other Error(s).
5) Technical Information
CONTRACTOR will provide technical information to COUNTY from
time to time. Such information may cover areas such as MapPoint usage, third party software, and other
matters considered relevant to COUNTY by CONTRACTOR. Technical information will be provided at
the discretion of CONTRACTOR, but will not be unreasonably withheld.
6) Additional Maintenance Services
CONTRACTOR may provide additional maintenance services at an
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additional charge. Charges will be as identified in Section Seven (7) of this Agreement; or, if not
included in this Agreement, charges will be at current prices in effect at the time goods or services are
provided. Any service requested by COUNTY and determined by CONTRACTOR to be billable must
be identified as a chargeable service prior to the service being performed and must be approved in
writing in advance by COUNTY Contract Administrator. Additional maintenance services include, but
are not limited to, the following:
a. Additional Training:
Additional training at a COUNTY facility is available upon request by
COUNTY under the terms of this Agreement.
b. Data and MapPoint System Corrections:
Data and MapPoint System corrections include any corrective actions
accomplished by CONTRACTOR on-site or via VPN which are necessary
due to COUNTY error(s) or unauthorized modifications to source code or
data access by COUNTY. Unauthorized access to the data is defined as
any COUNTY editing of data through other than normal MapPoint System
usage as defined in MapPoint System Documentation. Unauthorized
access to source code is defined as any COUNTY access whatsoever to
MapPoint System source. Services provided by CONTRACTOR to make
the forgoing corrections shall be paid for by COUNTY at
CONTRACTOR'S service rates set forth in this Agreement. Services
provided by CONTRACTOR are not billable when they result from errors
caused by MapPoint or instruction provided by CONTRACTOR.
c. Customer Site Visits:
CONTRACTOR will perform COUNTY site visits, as may be requested
in writing by COUNTY, for reasons such as, but not limited to, (1)
additional MapPoint System training on hardware or software usage; (2)
resolution of MapPoint System difficulties not resulting from actions by,
or otherwise the responsibility of, CONTRACTOR (as determined by
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mutual agreement between CONTRACTOR and COUNTY); (3)
installation of software releases; and (4) assistance in equipment
maintenance, movement or diagnosis. CONTRACTOR will advise the
COUNTY of any applicable charges for such services.
e. Custom Programming:
Requests for supplemental programming or customization of MapPoint
System features not covered under this Agreement are available to
COUNTY. Such requests will be reviewed by CONTRACTOR and must
be requested in writing in advance by COUNTY Contract Administrator.
Charges will be at rates identified in this Agreement. A test plan must be
approved. Test results must be approved prior to implementation.
Payment for custom work is contingent upon the approval of the
implementation by the COUNTY Project Manager. The parties will agree
upon a payment plan for all custom programming at the time the
specifications are agreed upon.
f. Third Party Software Support
On-site support for installation and maintenance of any software
purchased from CONTRACTOR other than MapPoint identified in this
Agreement is to be made available. Telephone support for third-party
software is also to be available at the rate specified in this Agreement.
Third party software supported under this Agreement includes, and is
limited to computer, operating systems, third-party applications, relational
data base management systems, and word processing. CONTRACTOR
reserves the right to refer COUNTY to the software manufacturer for
support services. Any billable third-party software support must be
identified by CONTRACTOR as billable and approved in writing in
advance by COUNTY Contract Administrator.
F. CONTRACTOR Project Coordination
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1) CONTRACTOR Staff:
Prior to the effective date of this Agreement, CONTRACTOR shall have
provided to COUNTY names of and resumes for Key Staff who will perform services under this
Agreement and their positions. CONTRACTOR shall also provide to COUNTY job descriptions for
Key Staff positions. Except in the case of a leave of absence, sickness, death, or termination of
employment, Key Staff shall not be changed until Acceptance of the MapPoint System without the prior
written approval of COUNTY. During the term of the Agreement, COUNTY reserves the right to
approve or disapprove CONTRACTOR's Key Staff assigned to this Agreement, to approve or
disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any
CONTRACTOR Key Staff found unacceptable by COUNTY, subject to COUNTY’s compliance with
applicable laws. COUNTY shall provide to CONTRACTOR its reasons for requesting the removal or
reassignment of any CONTRACTOR Key Staff. CONTRACTOR shall provide COUNTY with a
resume of any member of its Key Staff assigned to or proposed to be assigned to any aspect of the
performance of this Agreement prior to commencing any services. COUNTY shall not unreasonably
seek replacement of CONTRACTOR Key Staff nor shall it unreasonably withhold approval of
replacement staff.
All Staff proposed by CONTRACTOR as replacements for other Key
Staff shall have comparable or greater skills for performing the activities as performed by the Key Staff
being replaced.
G. MapPoint System Updates and New Products
CONTRACTOR will provide COUNTY staff with support and instruction for
loading the following onto the COUNTY MapPoint System:
1) MapPoint System Updates:
From time to time CONTRACTOR will develop and provide MapPoint
System Updates to COUNTY. MapPoint System Updates shall be subject to the terms and conditions of
this Agreement and shall be deemed MapPoint System software hereunder and will be made available to
COUNTY at no additional charge to COUNTY. MapPoint System Updates will be made available to
COUNTY at the discretion of CONTRACTOR but will not be unreasonably withheld.
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2) New Products:
CONTRACTOR may from time to time release new software whose
capabilities are substantially different from or greater than the MapPoint System (New Products) and
which therefore do not constitute MapPoint System Updates. These New Products will be made
available to COUNTY at a cost not to exceed CONTRACTOR's then standard rates for customers
similarly situated.
H. Security Access by CONTRACTOR to COUNTY Infrastructure, Systems, and
Applications
CONTRACTOR will comply with the known contracted security requirements to
only access and utilize COUNTY secure connections in an appropriate and secure manner to ensure the
safety and security of the COUNTY and the CONTRACTOR.
CONTRACTOR will access COUNTY systems using a secure authentication
mechanism that enforces encryption of data in transit and authorization and accountability of access to
those systems.
CONTRACTOR will define the following criteria for their access:
1) Time Frame of Access (i.e. 8:00 a.m. to 5:00 p.m., 24 hours x 7 days a
week, upon request with agreed SLA)
2) Limit to Access (i.e. COUNTY resources CONTRACTOR will be
engaging with)
a. Any COUNTY resources that involve administration or change
that could affect other applications, systems, or services to the COUNTY outside of the Scope of Work
requires approval by the Chief Information Officer (CIO), Information Technology Services Department
(ITSD).
3) Level of Access
a. The principle of least privilege and separation of duty should be
implemented for any CONTRACTOR level access.
b. CONTRACTOR access should be limited to and include only that
which is necessary to initiate, implement, or make change to the CONTRACTOR supported systems at
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those times.
c. At all other times, CONTRACTOR access should be limited to no
more than is needed to monitor or perform evaluation of CONTRACTOR supported systems to identify
work or additional temporary access needs.
4) Data Access
a. CONTRACTOR should only have access to data appropriate to the
performance of their obligations for support and maintenance of the COUNTY system.
b. CONTRACTOR should not have access to PHI/HIPAA data of
any public or private person unless appropriate safeguards and agreements are in place.
i. This type of data also shall never be allowed to be copied
or duplicated outside of the COUNTY environment, including not to be exported to supporting
CONTRACTOR in its raw form.
ii. In every effort, de-identified data should be used in
development and test environments, and when importing production data to those environments that data
should again be scrubbed for identifying information and cleaned.
5) CONTRACTOR will implement an appropriate change control and
change log process for each connection to and modification of a COUNTY system or application.
a. This change log, statement of work performed, or summary of
work to be performed should be shared with their designated COUNTY ITSD Analyst if possible before
work is performed, but always as soon as possible after work is performed.
6) CONTRACTOR will notify their COUNTY assigned contacts and ITSD
of any staff changes that may have or do have knowledge of or access to COUNTY logins, application
access, or any other critical or sensitive information or data. Notification is also required in any instance
in which there is an incident that could have divulged the previous listed information to an unauthorized
party, including loss of devices or compromise.
a. Access accounts to the COUNTY systems, network, or
applications should be changed as soon as notification is received.
Should CONTRACTOR cause interruption, destruction, or unauthorized or
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unplanned changes to COUNTY systems in or outside their domain of responsibility, ITSD reserves the
right to enforce restrictions upon the above levels of access.
I. Adherence to Change Control Process
CONTRACTOR must adhere to COUNTY's Change Control Process. ITSD
employs a procedure to implement updates, upgrades, and version releases to MapPoint System that is in
production use. This forum allows ITSD to inform staff (Help Desk, Network, Server, Database,
Security, and Analysts) of upcoming changes to a production system. CONTRACTOR must inform
ITSD a minimum of one (1) week prior to any planned, non-emergency changes so that the Change
Control Process may be followed.
3. OBLIGATIONS OF THE COUNTY
A. COUNTY Contract Administrator
COUNTY appoints the Chief Information Officer (CIO), Information Technology
Services Department (ITSD), or designee, as COUNTY’s Contract Administrator with full authority to
deal with CONTRACTOR on all issues concerning this Agreement.
COUNTY shall be actively involved in the setting of specifications for the
services to be performed and the procedures for testing results for work completed pursuant to this
Agreement.
COUNTY shall further be responsible to timely complete the following:
1) Provide approval and/or request in-scope changes to CONTRACTOR at
agreed upon project milestones, or as requested in writing by CONTRACTOR; and
2) Provide content for which COUNTY is responsible to CONTRACTOR at
agreed upon time or as requested in writing by CONTRACTOR.
COUNTY shall receive a seven (7) business day grace period for compliance with
the above responsibilities. If COUNTY has not complied after the grace period expires, then COUNTY
shall pay penalty fee of One Hundred and No/100 dollars ($100) per day for each subsequent calendar
day of noncompliance; payment of penalty fees are due upon receipt.
Further, COUNTY’s failure to comply after the grace period shall constitute
waiver of COUNTY’s right to so participate in the subject work. In such case, CONTRACTOR shall
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have the right to proceed to final delivery without subject approval and/or content, and invoice
COUNTY accordingly.
B. Hosting Infrastructure
COUNTY is responsible for providing the hosting infrastructure to include server
setup, connectivity, and domain name acquisition for MapPoint.
C. Acceptance Testing
COUNTY shall provide Final System Acceptance when the MapPoint System has
been successfully tested and satisfactorily performs all functions pursuant to the Test Plan, and all
deliverables identified in this Agreement as required for acceptance have been received by COUNTY.
1) Acceptance Testing Process:
Acceptance Testing shall be a process whereby COUNTY personnel at key
project checkpoints determine that Contract Deliverables meet MapPoint requirements. The Acceptance
Testing process shall apply to the period of time between MapPoint Installation through Final MapPoint
System Acceptance and to any MapPoint Updates as defined in Exhibit C of this Agreement. The
Testing Process will be agreed upon by COUNTY and CONTRACTOR and is outlined in Exhibit B.
2) Testing:
CONTRACTOR will notify COUNTY when software is installed in
accordance with its specifications. COUNTY will start and complete testing within the time period
specified by Exhibit B. CONTRACTOR will correct errors in a timely manner. In the event of
errors/testing deficiencies that prevent testing from occurring, the test period will restart.
COUNTY shall test the Contract Deliverables in accordance with procedures
specified in the Acceptance Test Plan, plus any other test(s) that will be mutually developed by
CONTRACTOR and COUNTY for the purpose of determining whether MapPoint meets the
Specifications.
The System will be considered accepted when testing is completed or
COUNTY commences use of the system for productive purposes.
D. Acceptance by Default
COUNTY shall not be deemed to have accepted or approved any portion of the
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MapPoint System and shall not be deemed to have accepted or approved Final MapPoint System
Acceptance by its use of the System, (other than Production Use) prototypes or demonstration units.
E. Acceptance Notification
COUNTY’s Contract Administrator shall notify CONTRACTOR in writing when
the MapPoint Software has passed Final System Acceptance.
F. Facilities and Preparation
COUNTY will, at its own expense, provide all necessary labor and materials for
site preparation, electrical services, and cabling required for MapPoint installation.
G. MapPoint System Hardware and MapPoint System Software
COUNTY will, at its own expense, provide all necessary COUNTY System
Software and COUNTY System Hardware required to operate MapPoint. Said COUNTY System
Software and COUNTY System Hardware shall meet or exceed CONTRACTOR's recommendations as
defined in Exhibit A.
H. County Project Manager
Upon execution of this Agreement, COUNTY ITSD shall designate one
individual, either COUNTY staff or CONTRACTOR staff, who will report to the Information
Technology Services Department and will function as Project Manager with responsibility for day-to-
day management of the project for implementation of the MapPoint System. Upon Final MapPoint
System Acceptance, COUNTY Project Managers from ITSD and the user departments will be appointed
to be the primary interface between COUNTY and CONTRACTOR for on-going maintenance and
support of MapPoint.
4. SOFTWARE OWNERSHIP AND PROPRIETARY INFORMATION
Any computer code owned by CONTRACTOR that is used by CONTRACTOR or
COUNTY for services performed related to this Agreement will be subject to CONTRACTOR license
agreement for such software. Use of computer code that is owned by CONTRACTOR or third party
shall not disturb the preexisting ownership of such computer code (i.e., ownership shall not transfer to
COUNTY unless a sale is specifically negotiated and agreed to, in writing).
Any custom software or technical solutions developed by CONTRACTOR, for the
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exclusive use of COUNTY according to the terms of this Agreement, and paid for by COUNTY, will be
owned by COUNTY.
COUNTY will protect all confidential or proprietary information, trade secrets and
methods of doing business of CONTRACTOR revealed to COUNTY during the performance of
services related to this Agreement. Protection of this information by COUNTY will survive in
perpetuity.
CONTRACTOR will protect all confidential or proprietary information, trade secrets and
methods of doing business of COUNTY revealed to CONTRACTOR during the performances of
services related to this Agreement. Protection of this information by CONTRACTOR and by the
CONTRACTOR Professionals who provide services to COUNTY will survive in perpetuity. However,
CONTRACTOR will not be prohibited from working on similar projects or providing similar services
for organizations competitive to COUNTY. CONTRACTOR will not use any COUNTY confidential or
propriety information in providing such services to competitors.
5. TERM
This Agreement shall become effective retroactively to the 1st day of December, 2016
and shall be effective through the 30th day of June, 2017.
This Agreement, subject to satisfactory performance and subject to available State
funding each year, shall be extended for four (4) additional consecutive twelve (12) month periods upon
the same terms and conditions herein set forth, unless written notice of non-renewal is given by
COUNTY or CONTRACTOR or COUNTY’s DBH Director, or designee, not later than thirty (30) days
prior to the close of the current Agreement term.
6. TERMINATION
A. If either party is in default of any of its material obligations hereunder, and has
not commenced cure within ten (10) days and effected cure within thirty (30) days of receipt of written
notice of default from the other party (the non-defaulting party), then the non-defaulting party may
terminate this Agreement on written notice to the defaulting party.
B. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
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Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
C. Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment
to the COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the
judgment of COUNTY were not expended in accordance with the terms of this Agreement. The
CONTRACTOR shall promptly refund any such funds upon demand or at COUNTY’s option such
repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement.
D. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of sixty (60) days advance written notice of
an intention to terminate to CONTRACTOR.
7. COMPENSATION AND INVOICING
A. Invoices and Payments
CONTRACTOR shall submit all invoices to DBHInvoices@co.fresno.ca.us.
In consideration of the services to be performed and the products to be provided
by CONTRACTOR, COUNTY agrees to pay CONTRACTOR the charges at the times and in the
amounts set forth in Exhibit D.
Invoices are payable net forty-five (45) days after invoice date, unless other
payment terms are agreed to by COUNTY and CONTRACTOR in writing. In the event COUNTY does
not pay an invoice within forty-five (45) days, CONTRACTOR will have the right to assess and
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COUNTY agrees to pay, a penalty equal to one and one half percent (1 1/2%) of the invoice amount, or
the highest amount allowed by law, for each forty-five (45) day period the invoice or portion thereof
remains unpaid.
If COUNTY has a dispute with any invoiced charges, COUNTY will, within ten
(10) days from receipt of invoice, notify CONTRACTOR of such dispute and work with
CONTRACTOR to quickly resolve such dispute. Written Notifications are to be addressed to: JP
Prendergast, Business Development Manager, Shift3 Technologies, 700 Van Ness Avenue, Fresno,
CA 93721, or emailed to: jprendergast@shift3tech.com. Confirmation that the dispute has been
received will be issued by CONTRACTOR within twenty-four (24) hours of receipt. If no confirmation
has been received by the COUNTY in a timely manner, please call JP Prendergast at (559) 593-1684
and notify that a dispute has been issued. During dispute resolution, COUNTY agrees to only withhold
payment on the disputed portion of an invoice and will pay the undisputed portion. In the event the
dispute cannot be settled, either party may initiate the governing law procedure as found in Section
Thirty-One (31) of this Agreement,
CONTRACTOR agrees that it will not revise the charges for services during the
term of this Agreement.
Unless specific fixed price terms are approved by both parties in a scope of work
or proposal, all services performed by CONTRACTOR will be rendered on a time and material basis
calculated using CONTRACTOR then prevailing hourly rates; and any estimates made by
CONTRACTOR for the cost of services to COUNTY, will be made in good faith but will in no event be
construed as a fixed price agreement between the parties absent a scope of work or proposal specifically
stating fixed price terms. COUNTY understands that the hourly rate for CONTRACTOR Professionals
can vary depending on type of service performed, skill level, and the length and urgency of work
assignments. Exhibit B and Exhibit C of this Agreement are the approved and final Scopes of Work for
this project.
B. Taxes
The fees and costs payable under this Agreement will not be construed to include
local, state, or federal sales, use, excise, or other similar taxes or duties, and any such taxes will be
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assumed and paid by COUNTY, except those taxes based on the net income or personal property of
CONTRACTOR.
C. MapPoint System Maintenance and Support Fees
COUNTY shall pay CONTRACTOR for MapPoint System Maintenance and
Support per the schedule in Exhibit D. CONTRACTOR shall invoice COUNTY for MapPoint System
Maintenance and Support fees annually in advance, beginning on the first day of the month following
completion of the ninety (90) day warranty from the day of first production use of the MapPoint System.
The MapPoint Database and CRM Application will not be used for production until it has passed Final
System Acceptance. COUNTY represents that MapPoint System Maintenance and Support fees are not
subject to the State sales tax or similar taxes due to MapPoint System Software and Maintenance
Releases being transmitted by remote telecommunications from CONTRACTOR to COUNTY. Any
sales or similar tax which may be assessed shall be paid by COUNTY.
D. Maximum Compensation
The maximum compensation amount under this Agreement for the period of
December 1, 2016 through June 30, 2017 shall not exceed Three Hundred, Twenty-Three Thousand,
Five Hundred and No/100 Dollars ($323,500.00). The maximum compensation amount under this
Agreement shall not exceed Forty-Eight Thousand and No/100 Dollars ($48,000.00) for each subsequent
twelve-month period during the remainder of the term of this Agreement.
8. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work
and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
CONTRACTOR is performing their obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
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regulations, if any, of governmental authorities having jurisdiction over matters which are directly or
indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required
employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY
harmless from all matters relating to payment of CONTRACTOR’s employees, including compliance
with Social Security, withholding, and all other regulations governing such matters. It is acknowledged
that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated
to COUNTY or to this Agreement.
9. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
10. NON-ASSIGNMENT
No party shall assign, transfer or subcontract this Agreement nor their rights or duties
under this Agreement without the prior written consent of COUNTY.
11. HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
defend COUNTY, its officers, agents and employees from any and all costs and expenses including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to COUNTY
in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents or
employees under this Agreement, and from any and all costs and expenses, including attorney fees and
court costs, damages, liabilities, claims and losses occurring or resulting to any person, firm or
corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, their officers, agents or employees under this Agreement.
CONTRACTOR agrees to indemnify COUNTY for Federal and/or State of California
audit exceptions resulting from noncompliance herein on the part of CONTRACTOR.
12. INSURANCE
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Without limiting COUNTY's right to obtain indemnification from CONTRACTOR, or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
following insurance policies throughout the term of this Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations, product
liability, contractual liability, Explosion, Collapse, and Underground (XCU), fire
legal liability or any other liability insurance deemed necessary because of the
nature of the Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined
single limit of Five Hundred Thousand Dollars ($500,000). Coverage should
include owned and non-owned vehicles used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., L.M.F.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
D. Real and Property Insurance
CONTRACTOR shall maintain a policy of insurance for all risk personal property
coverage which shall be endorsed naming the County of Fresno as an additional
loss payee. The personal property coverage shall be in an amount that will cover
the total of the COUNTY purchase and owned property, at a minimum, as
discussed in Section Nineteen (19) of this Agreement.
All Risk Property Insurance
CONTRACTOR will provide property coverage for the full replacement value of
the COUNTY’s personal property in possession of CONTRACTOR and/or used
in the execution of this Agreement. COUNTY will be identified on an appropriate
certificate of insurance as the certificate holder and will be named as an
Additional Loss Payee on the Property Insurance Policy.
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E. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess
only and not contributing with insurance provided under CONTRACTORS’s policies herein. This
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
notice given to COUNTY.
Within thirty (30) days from the date CONTRACTOR signs this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health, 3133
N. Millbrook Ave, Fresno, California, 93703, Attention: Contracts Division, stating that such insurance
coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
excess only and not contributing with insurance provided under CONTRACTOR’s policies herein; and
that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
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California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of
A FSC VII or better.
13. WARRANTIES
CONTRACTOR warrants that the services performed under this Agreement will be
performed on a best effort basis by qualified CONTRACTOR Professionals. CONTRACTOR further
warrants that the products provided under this Agreement will substantially conform in all material
respects with their specifications. If a problem of defect occurs while COUNTY is receiving support
services, CONTRACTOR will correct the problem or defect in accordance with the support services
provisions set forth in Exhibit C.
The foregoing warranties are in lieu of all other warranties and conditions expressed or
implied, whether in relation to the programs or the provision of any services including, but not limited
to, those concerning merchantability and fitness for a particular purpose or arising by trade usage or
course of dealing.
14. LIABILITY
In the event COUNTY claims that CONTRACTOR has damaged COUNTY as a result of
CONTRACTOR’s actions, COUNTY will, within ninety (90) days of knowing of the claimed damages,
notify CONTRACTOR in writing of its claim, with justification for the claim amount. Any claim made
by COUNTY after ninety (90) days of knowing of the claimed damages will not be enforceable.
CONTRACTOR can accept responsibility for the claimed damages and choose to correct them or
reimburse COUNTY. In the event the dispute cannot be settle either party may initiate the governing
law procedure as found in Section Thirty-One (31) of this Agreement.
CONTRACTOR will use reasonable efforts in performing the services to be provided
related to this Agreement, but CONTRACTOR will not be liable for any delays resulting from
circumstances or causes beyond its control.
15. REPORTS
CONTRACTOR shall furnish to COUNTY such statements, records, reports, data, and
other information as COUNTY’s DBH may request pertaining to matters covered by this Agreement. In
the event that CONTRACTOR fails to provide such reports or other information required hereunder, it
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shall be deemed sufficient cause for COUNTY to withhold payments until there is compliance. In
addition, CONTRACTOR shall provide written notification and explanation to COUNTY within five
(5) days of any funds received from another source to conduct the same services covered by this
Agreement.
16. MONITORING
CONTRACTOR agrees to extend to COUNTY’s staff, COUNTY’s DBH Director and
the State Department of Health Care Services, or their designees, the right to review and monitor
records, programs or procedures, at any time, in regard to clients in order to ensure compliance with the
terms and conditions of this Agreement.
17. REFERENCES TO LAWS AND RULES
In the event any law, regulation, or policy referred to in this Agreement is amended
during the term thereof, the parties hereto agree to comply with the amended provision as of the
effective date of such amendment.
18. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement and any information
CONTRACTOR creates, receives, or maintains pertaining to protected health information shall be in
strict conformance with all applicable Federal, State of California and/or local laws and regulations
relating to confidentiality.
19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A. The parties to this Agreement shall be in strict conformance with all applicable
Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health
Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et
seq. of Title 42, United States Code (USC) and its implementing regulations, including, but not limited
to Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic
and Clinical Health Act (HITECH) regarding the confidentiality and security of patient information, and
the Genetic Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic
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information.
Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such
use or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA),
USC 1320d et seq. The uses and disclosures of PHI may not be more expansive than those applicable to
COUNTY, as the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as
authorized for management, administrative or legal responsibilities of the Business Associate.
B. CONTRACTOR, including its subcontractors and employees, shall protect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
information, concerning persons receiving services pursuant to this Agreement, except where permitted
in order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504
(e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving
services pursuant to a COUNTY funded program. This requirement applies to electronic PHI.
CONTRACTOR shall not use such identifying information or genetic information for any purpose other
than carrying out CONTRACTOR’s obligations under this Agreement.
C. CONTRACTOR, including its subcontractors and employees, shall not disclose
any such identifying information or genetic information to any person or entity, except as otherwise
specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that
is permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to
limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request.
D. For purposes of the above sections, identifying information shall include, but not
be limited to name, identifying number, symbol, or other identifying particular assigned to the
individual, such as finger or voice print, or photograph.
E. For purposes of the above sections, genetic information shall include genetic tests
of family members of an individual or individual, manifestation of disease or disorder of family
members of an individual, or any request for or receipt of, genetic services by individual or family
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members. Family member means a dependent or any person who is first, second, third, or fourth degree
relative.
F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be
provided within thirty (30) days from request. Access may be extended if CONTRACTOR cannot
provide access and provides individual with the reasons for the delay and the date when access may be
granted. PHI shall be provided in the form and format requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set
at the request of COUNTY or individual, and in the time and manner designated by COUNTY in
accordance with 45 CFR Section 164.526.
CONTRACTOR shall provide to COUNTY or to an individual, in a time and
manner designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to
permit COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR Section 164.528.
G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident, or
breach of unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and
without reasonable delay and in no case later than two (2) business days of discovery. Immediate
notification shall be made to COUNTY’s Information Security Officer and Privacy Officer and
COUNTY’s DBH HIPAA Representative, within two (2) business days of discovery. The notification
shall include, to the extent possible, the identification of each individual whose unsecured PHI has been,
or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached.
CONTRACTOR shall take prompt corrective action to cure any deficiencies and
any action pertaining to such unauthorized disclosure required by applicable Federal and State Laws and
regulations. CONTRACTOR shall investigate such breach and is responsible for all notifications
required by law and regulation or deemed necessary by COUNTY and shall provide a written report of
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the investigation and reporting required to COUNTY’s Information Security Officer and Privacy Officer
and COUNTY’s DBH HIPAA Representative. This written investigation and description of any
reporting necessary shall be postmarked within the thirty (30) working days of the discovery of the
breach to the addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Behavioral Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6798 (559) 600-6405 (559) 600-5800
3147 N. Millbrook Ave (559) 600-6439 2048 N. Fine Street
Fresno, CA 93703 P.O. Box 11867 Fresno, CA 93727
Fresno, CA 93775
H. CONTRACTOR shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR
on behalf of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the
requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
practices, books, and records relating to the use and disclosure of PHI received from COUNTY, or
created or received by the CONTRACTOR on behalf of COUNTY, available to the United States
Department of Health and Human Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR’s
normal business hours, however, upon exigent circumstances access at any time must be granted. Upon
the Secretary’s compliance or investigation review, if PHI is unavailable to CONTRACTOR and in
possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
I. Safeguards
CONTRACTOR shall implement administrative, physical, and technical
safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that
it creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access,
viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks and
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vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall
develop and maintain a written information privacy and security program that includes administrative,
technical and physical safeguards appropriate to the size and complexity of CONTRACTOR’s
operations and the nature and scope of its activities. Upon COUNTY’s request, CONTRACTOR shall
provide COUNTY with information concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
following administrative and technical password controls for all systems used to process or store
confidential, personal, or sensitive data:
1. Passwords must not be:
a. Shared or written down where they are accessible or recognizable
by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
b. A dictionary word; or
c. Stored in clear text
2. Passwords must be:
a. Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (3) of the following
four (4) groups from the standard keyboard:
1) Upper case letters (A-Z);
2) Lowercase letters (a-z);
3) Arabic numerals (0 through 9); and
4) Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each
workstation or portable computing device (e.g., laptop computer) containing confidential,
personal, or sensitive data:
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1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
media (including, but not limited to, compact disks and thumb drives) and on portable computing
devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
mail or other internet transport protocol unless the data is encrypted by a solution that has been validated
by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
Encryption Standard (AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its
employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for terminating
access to PHI when employment of employee ends.
J. Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful
effect that is suspected or known to CONTRACTOR of an unauthorized access, viewing, use,
disclosure, or breach of PHI by CONTRACTOR or its subcontractors in violation of the requirements of
these provisions. CONTRACTOR must document suspected or known harmful effects and the
outcome.
K. CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its contractors, including subcontractors,
if applicable, to whom CONTRACTOR provides PHI received from or created or received by
CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
provisions of these provisions into each subcontract or sub-award to such agents or subcontractors..
L. Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance
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with the requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
employees who intentionally violate any provisions of these provisions, including termination of
employment.
M. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
CONTRACTOR, COUNTY shall either:
1. Provide an opportunity for CONTRACTOR to cure the breach or end the
violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation
within the time specified by COUNTY; or
2. Immediately terminate this Agreement if CONTRACTOR has breached a
material term of these provisions and cure is not possible.
3. If neither cure nor termination is feasible, the COUNTY’s Privacy Officer
shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
N. Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a
criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a
finding or stipulation that the CONTRACTOR has violated a privacy or security standard or requirement
of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in
which the CONTRACTOR is a party.
O. Effect of Termination
Upon termination or expiration of this Agreement for any reason,
CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received by
CONTRACTOR on behalf of COUNTY) that CONTRACTOR still maintains in any form, and shall
retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to extend
the protections of these provisions to such information, and limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI
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that is in the possession of subcontractors or agents, if applicable, of CONTRACTOR. If
CONTRACTOR destroys the PHI data, a certification of date and time of destruction shall be provided
to the COUNTY by CONTRACTOR.
P. Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
adequate or satisfactory for CONTRACTOR’s own purposes or that any information in
CONTRACTOR’s possession or control, or transmitted or received by CONTRACTOR, is or will be
secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
Q. Amendment
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to amend this agreement in order to implement the standards and
requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
notice in the event that CONTRACTOR does not enter into an amendment providing assurances
regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
R. No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
liabilities whatsoever.
S. Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The
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parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in
favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
T. Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIPAA regulations means the section as in effect or as amended.
U. Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
shall survive the termination or expiration of this Agreement.
V. No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any
one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
or shall prohibit enforcement of any obligation on any other occasion.
20. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent access,
viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of
COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter
into a contractual relationship with the COUNTY for the purpose of providing services under this
Agreement must employ adequate data security measures to protect the confidential information
provided to CONTRACTOR by the COUNTY, including but not limited to the following:
A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
CONTRACTOR may not connect to COUNTY networks via personally-owned
mobile, wireless or handheld devices, unless the following conditions are met:
1) CONTRACTOR has received authorization by COUNTY for
telecommuting purposes;
2) Current virus protection software is in place;
3) Mobile device has the remote wipe feature enabled/ and
4) A secure connection is used.
B. CONTRACTOR-Owned Computers or Computer Peripherals
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CONTRACTOR may not bring CONTRACTOR-owned computers or computer
peripherals into the COUNTY for use without prior authorization from the COUNTY’s Chief
Information Officer, and/or designee(s), including but not limited to mobile storage devices. If data is
approved to be transferred, data must be stored on a secure server approved by the COUNTY and
transferred by means of a Virtual Private Network (VPN) connection, or another type of secure
connection. Said data must be encrypted.
C. COUNTY-Owned Computer Equipment
CONTRACTOR may not use COUNTY computers or computer peripherals on
non-COUNTY premises without prior authorization from the COUNTY’s Chief Information Officer,
and/or designee(s).
D. CONTRACTOR may not store COUNTY’s private, confidential or sensitive data
on any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
E. CONTRACTOR shall be responsible to employ strict controls to ensure the
integrity and security of COUNTY’s confidential information and to prevent unauthorized access,
viewing, use or disclosure of data maintained in computer files, program documentation, data processing
systems, data files and data processing equipment which stores or processes COUNTY data internally
and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
BIT or higher. Additionally, a password or pass phrase must be utilized.
G. CONTRACTOR is responsible to immediately notify COUNTY of any
violations, breaches or potential breaches of security related to COUNTY’s confidential information,
data maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally or externally.
H. COUNTY shall provide oversight to CONTRACTOR’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential client information provided
to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals
as required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
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responsible for all costs incurred as a result of providing the required notification.
21. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age
or gender, pursuant to all applicable State and Federal statutes and regulations.
22. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under section 1861(v)
(1) (I) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[I]), until the expiration of four (4)
years after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon
written request to the Secretary of the United States Department of Health and Human Services, or upon
request to the Comptroller General of the United States General Accounting Office, or any of their duly
authorized representatives, a copy of this Agreement and such books, documents, and records as are
necessary to certify the nature and extent of the costs of these services provided by CONTRACTOR
under this Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any
of its duties under this Agreement through a subcontract, with a value or cost of Ten Thousand and
No/100 Dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such
Agreement shall contain a clause to the effect that until the expiration of four (4) years after the
furnishing of such services pursuant to such subcontract, the related organizations shall make available,
upon written request to the Secretary of the United States Department of Health and Human Services, or
upon request to the Comptroller General of the United States General Accounting Office, or any of their
duly authorized representatives, a copy of such subcontract and such books, documents, and records of
such organization as are necessary to verify the nature and extent of such costs.
23. SINGLE AUDIT CLAUSE
A. If CONTRACTOR expends Seven Hundred, Fifty Thousand and No/100
Dollars ($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to
conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth
in Office of Management and Budget (OMB) Circular A-133. CONTRACTOR shall submit said audit
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and management letter to COUNTY. The audit must include a statement of findings or a statement that
there were no findings. If there were negative findings, CONTRACTOR must include a corrective
action plan signed by an authorized individual. CONTRACTOR agrees to take action to correct any
material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
COUNTY’s DBH Business Office, for review within nine (9) months of the end of any fiscal year in
which funds were expended and/or received for the program. Failure to perform the requisite audit
functions as required by this Agreement may result in COUNTY performing the necessary audit tasks,
or at COUNTY’s option, contracting with a public accountant to perform said audit, or, may result in the
inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to
this Agreement are the sole responsibility of CONTRACTOR.
B. A single audit report is not applicable if CONTRACTOR’s Federal contracts do
not exceed the Seven Hundred, Fifty Thousand and No/100 Dollars ($750,000.00) requirement or
CONTRACTOR’s only funding is through Drug related Medi-Cal. If a single audit is not applicable, a
program audit must be performed and a program audit report with management letter shall be submitted
by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR’s solvency.
Said audit report shall be delivered to COUNTY’s DBH Business Office, for review no later than nine
(9) months after the close of the fiscal year in which the funds supplied through this Agreement are
expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks
or contracting with a qualified accountant to perform said audit. All audit costs related to this
Agreement are the sole responsibility of CONTRACTOR who agrees to take corrective action to
eliminate any material noncompliance or weakness found as a result of such audit. Audit work
performed by COUNTY under this paragraph shall be billed to the CONTRACTOR at COUNTY cost,
as determined by COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
C. CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the
Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a
period of at least three (3) years following final payment under this Agreement or the closure of all other
pending matters, whichever is later.
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24. PUBLICITY PROHIBITION
None of the funds, materials, property or services provided directly or indirectly under
this Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e.,
purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
CONTRACTOR will not produce marketing material, online or in print, that uses COUNTY name,
logos, service marks and general information about services provided to COUNTY. CONTRACTOR
will protect COUNTY confidential and proprietary information as set forth therein.
25. DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST
INFORMATION
This provision is only applicable if CONTRACTOR is a disclosing entity, fiscal agent, or
managed care entity as defined in Code of Federal Regulations (C.F.R), Title 42 § 455.101 455.104,
and 455.106(a)(1),(2).
In accordance with C.F.R., Title 42 §§ 455.101, 455.104, 455.105 and 455.106(a)(1),(2),
the following information must be disclosed by CONTRACTOR by completing Exhibit E, “Disclosure
of Ownership and Control Interest Statement”, attached hereto and by this reference incorporated herein
and made part of this Agreement. CONTRACTOR shall submit this form to the Department of
Behavioral Health within thirty (30) days of the effective date of this Agreement. Additionally,
CONTRACTOR shall report any changes to this information within thirty five (35) days of occurrence
by completing Exhibit E, “Disclosure of Ownership and Control Interest Statement.” Submissions shall
be scanned pdf copies and are to be sent via email to DBHAdministration@co.fresno.ca.us, attention:
Contracts Administration.
26. DISCLOSURE – CRIMINAL HISTORY AND CIVIL ACTIONS
CONTRACTOR is required to disclose if any of the following conditions apply to them,
their owners, officers, corporate managers and partners (hereinafter collectively referred to as
“CONTRACTOR”):
A. Within the three-year period preceding the Agreement award, they have been
convicted of, or had a civil judgment rendered against them for:
///
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1) Fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (federal, state, or local) transaction or
contract under a public transaction;
2) Violation of a federal or state antitrust statute;
3) Embezzlement, theft, forgery, bribery, falsification, or destruction of
records; or
4) False statements or receipt of stolen property.
B. Within a three-year period preceding their Agreement award, they have had a
public transaction (federal, state, or local) terminated for cause or default.
Disclosure of the above information will not automatically eliminate CONTRACTOR
from further business consideration. The information will be considered as part of the determination
of whether to continue and/or renew the Contract and any additional information or explanation that a
CONTRACTOR elects to submit with the disclosed information will be considered. If it is later
determined that the CONTRACTOR failed to disclose required information, any contract awarded to
such CONTRACTOR may be immediately voided and terminated for material failure to comply with
the terms and conditions of the award.
CONTRACTOR must sign a “Certification Regarding Debarment, Suspension, and Other
Responsibility Matters - Primary Covered Transactions” in the form set forth in Exhibit F, attached
hereto and by this reference incorporated herein and made part of this Agreement. Additionally,
CONTRACTOR must immediately advise the County in writing if, during the term of this Agreement:
(1) CONTRACTOR becomes suspended, debarred, excluded or ineligible for participation in federal or
state funded programs or from receiving federal funds as listed in the excluded parties’ list system
(http://www.epls.gov); or (2) any of the above listed conditions become applicable to CONTRACTOR.
CONTRACTOR shall indemnify, defend and hold the COUNTY harmless for any loss or damage
resulting from a conviction, debarment, exclusion, ineligibility or other matter listed in the signed
Certification Regarding Debarment, Suspension, and Other Responsibility Matters.
27. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
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for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit G and incorporated
herein by reference and made part of this Agreement, and submitting it to the COUNTY prior to
commencing with the self-dealing transaction or immediately thereafter.
28. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure
CONTRACTOR’s compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three
(3) years after final payment under contract (California Government Code section 8546.7).
29. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CONTRACTOR
Director, County of Fresno Business Development Manager
Department of Behavioral Health Shift3 Technologies
3133 N. Millbrook Ave 700 Van Ness Avenue
Fresno, CA 93702 Fresno, CA 93721
Any and all notices between COUNTY and CONTRACTOR provided for or permitted
under this Agreement or by law shall be in writing and shall be deemed duly served when personally
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delivered to one of the parties, or in lieu of such personal service, when deposited in the United States
Mail, postage prepaid, addressed to such party.
30. SEVERABILITY
If any provisions of this Agreement are declared to be invalid, such provisions will be
severed from this Agreement and the other provisions will remain in full force and effect.
31. GOVERNING LAW
Notwithstanding any other provisions of this Agreement, if a dispute cannot be settled,
the parties shall seek remedy through litigation in the court of law. Venue for any action arising out of
or related to the Agreement shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
32. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
///
///
///
///
///
///
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///
///
///
///
///
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written .
3
4 CONTRACTOR
5 BITWISE INDUSTRIES, INC.
6 dba SHIFf3 TECHNOLOGIES
7
8
9
10 Print Name: {~vu r\. L . OLcn .i,..J ~
11
12 Title: C., 6 D
1 3
1 4
---------------------------Chairman of Board, or President
or any Vice President
COUNTY OF FRESNO
By E_'
Chairman, Board of Supervisors
Date _.J.-/.>.<Cd-."'---1:....:::3"'---...:....;\ lp::::c..... __ ___
1 5
16
1 7
18
19
BERNICE E . SEIDEL, Clerk
~--
Print Name: /)1}~1/ittL UN_IJ(QlArf
2 0 Title : {lfO
2 1
22
2 3
2 4
2 5
2 6
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Secretary of Corporation, or
Any Assistant Secretary, or
Chief Financial Officer, or
Any Assistant Treasurer
Mailing Address:
Shift3 Technologies
700 Van Ness Avenue
Fresno, CA 93721
Contact: Business Development Manager
Board of Supervisors
Date /J. -/.3-I Lo
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
-41 -COUNT Y OF FRE SNO
Fresno , CA
Exhibit A
Page 1 of 1
RECOMMENDED HARDWARE EQUIPMENT
COUNTY will be responsible for providing the hosting infrastructure to include server setup,
connectivity, and domain acquisition for the MapPoint Application. The following are hardware
equipment recommendations by SHIFT3, based on best estimates of expected responsiveness
and dataset expected:
I. Application Web Host – required to host website functionality.
1. Operating System – Linux Ubuntu
2. 2 CPU and 8 GB of RAM, for an expected 50-100 operators connected into
application concurrently
II. Database Host – required to house and protect data as it is gathered from the application.
1. MongoDB
a. Enterprise Advanced licensing available through MongoDB vendor at
additional yearly cost to DBH.
b. SHIFT3 currently does not possess Enterprise Advanced licensing. Without
Enterprise Advanced licensing, the MapPoint Application does not
incorporate MongoDB Storage Engine encryption.
2. 2 CPU and 8 GB of RAM, for expected 50-100 operators connected into application
concurrently
III. Optional Host – dependent on COUNTY’s standard infrastructure design, but not
required.
1. Middleware API Host – required for web application host and database host to
communicate.
2. File Storage Host – required to store any photos and/or file attachments associated
with records in the database in order to minimize performance issues with very large
data sets.
IV. Database Storage Size
1. 3-5 GB to start project
a. Potential expected growth of 2-3 GB per year for the dataset being collected.
Exhibit B
Page 1 of 6
MapPoint Dashboard and CRM Application
SCOPE OF WORK
PROJECT DESCRIPTION
The MapPoint Application is designed to provide real time intuitive results to direct individuals
to the proper entities within the County that have the ability and the available resources to help
them. Shift3 will construct a dynamic intake survey platform, on top of the Point In Time (PIT)
Platform, that will provide the COUNTY with the features necessary to gather crucial data from
individuals to prescribe the resources for which they are best suited. The information obtained
from the intake survey will be run through an algorithm/business rules generator that will
prescribe the nearest available and appropriate resources to the individual such as food, shelter,
behavioral health services, medical services, etc. The results provided by the intake survey will
be stored under the individual’s identifier as a file that can be referenced and updated in the
future and will allow COUNTY Administrators to also add notes of their own beyond just the
results of the intake survey. MapPoint will be built on a flexible platform allowing for new types
of providers and services as they arise.
Once the information has been gathered and the algorithm has assessed and analyzed the results
of the intake survey, MapPoint will then take those results and match them with providers in the
“network”. As the COUNTY on-boards service providers, they will be equipped with a profile
that will represent them as an entity on the MapPoint system. Through this profile or dashboard,
service providers will be able to establish the services, capabilities and occupancy that they have
available in real-time, meaning that upon completion of the intake survey, individuals can be
directed to the appropriate, readily available and most geographically beneficial resources for the
needs identified within the intake survey.
For example, when an individual is assessed through the application and it is determined that
they are in need of food, shelter, and behavioral health services, MapPoint will direct that person
to the closest facility or facilities to provide those services, resulting in no downtime between
assessment of concerns and assignment of remedies. The provider meanwhile, upon receiving
the individual that MapPoint directs to their services can then update their MapPoint profile to
reflect to the system as a whole that those resources have been allocated and are no longer
available until they have released the resources for that individual.
The third component of MapPoint is Client Relationship Management (CRM) that will hold and
maintain the records and intake survey information of all those utilizing MapPoint to assess and
locate services. Each individual will be assigned a unique identifier that will be used to track
their interactions with the application through the system. The results provided by the intake
survey will be stored under the individual’s identifier as a file that can be referenced and updated
in the future and will allow COUNTY Administrators to also add notes of their own beyond the
results of the intake survey. Additionally, the services recommended by the application will be
stored here as well, providing access to their entire history in one consolidated place.
Furthermore, MapPoint will introduce intake survey capabilities that will allow COUNTY
Administrators the ability to customize intake surveys and intake survey questions dynamically
to meet the changing needs of the COUNTY and the people it serves.
Exhibit B
Page 2 of 6
However, the intake survey results are not all that the database will store. MapPoint will also
store information as to the individual’s demographics and family. The CRM portion allows
COUNTY Administrators to not just view the activities of the past, but also plan for and monitor
future goals and objectives for the clients that they serve. Administrators can set goals and
create and track milestones to follow them as well as create events and reminders to follow up
with individuals in the application. This is all conducted with an easy to understand and easy to
use calendaring system. A calendar will be created within the application with the ability to send
out an .ics file or similar so that appointments can be sent out to personal calendars.
MapPoint also provides reporting capabilities and will develop up to ten (10) customized reports
for the COUNTY to track, quantify and present their efforts as needed. In the event that the
COUNTY would like to incorporate dynamic reporting through a business intelligence tool into
this scope of work, Shift3 will provide an addendum to this agreement to address the cost of this
feature.
An additional feature provided within the application is a role-based security feature called
“Break the Glass”, which allows law enforcement access to the application and information on
exigent circumstances. The exact requirements to dictate that access as well as methods to
evaluate if that access is in fact required will be defined under COUNTY guidelines during the
governance portion of the Scope of Work.
Shift3 utilizes Agile Development Methodologies in planning and delivery to ensure that the
innovative solutions it creates stay in line with COUNTY’s goals and objectives while
simultaneously lining the project up for the next natural step in its evolution. This is an iterative
process in which COUNTY is integrally involved in the process and the project’s success.
Together both parties drill down deep into the details of governance, planning and construction
and during this method, oftentimes run across questions and challenges that were previously
unknown. As such issues are encountered, Shift3’s process accounts for those by developing a
final scope at each iterative junction that will be more detailed but no less broad than what is
outlined here. The Agile Development Methodology produces detailed scopes of works that will
be generated for each phase of the project, during the course of the project at the beginning of
each sprint.
CONTRACTOR RESPONSIBILITIES
I. CONTRACTOR SHALL:
A. Construct Systems Administration to include the following:
● Provide role based security for user types to include the following:
○ Police “Break the Glass” access
Note: Role-based security for other user types including, but not limited to, COUNTY
Administrators such as COUNTY/Department Administrator, MAP Point Administrator and MAP
Point Navigator, were provided in Phase I of MapPoint Application development. Additional
user roles may be determined throughout the Agile Development Methodology process.
Exhibit B
Page 3 of 6
B. Develop secure data capture and data stores/survey results
● Develop application to store survey results and service provider recommendations
using an identifier unique to the individual seeking assistance
● Provide a law enforcement security role with a broad scope of data access
● Develop application functionality to comply with the Storage Encryption Engine
requirements under the MongoDB Enterprise Advanced license
● Ensure auditing at the database level through requirement of unique
username/password in order to access data
● Ensure application-level auditing capabilities to meet HIPAA compliance, including
but not limited to:
○ Provide information about the individual adding, deleting, and updating data
(i.e., the application needs to be able to provide information about the specific
individual who is accessing the data)
○ Provide what time and from which terminal/IP address and username the
individual used to log onto the database (i.e., specific timed connectivity
information that can be used to audit specifically when and where data was
accessed)
C. Survey Capability
● Build Administrative User features to create and modify survey questions as needed
to meet the changing demands of data to be collected, services, and service providers
● Construct database to store survey data
D. Mapping Services
● Search provider database for available resources matching needs
● Construct application to map, geographically, the needs identified by the survey
responses with service providers based on the service provider’s ability to address
those specific needs within a predefined geographical proximity
● In the event that multiple service providers are prescribed due to needs or limited
availability of resources, application algorithms/business rules will map suggested
providers within closest geographical proximity of each other
E. Service Providers
● Develop categories of service providers (e.g. food, behavioral, health, housing,
Veterans Affairs)
● Incorporate data structure utilized at the Poverello House as a conceptual model for
data structure of MapPoint Application
● Construct service provider’s ability to enter and maintain their own information about
the services that they offer and the availability of and requirements for access to those
services
Exhibit B
Page 4 of 6
F. Client Relationship Management (“CRM”)
● Build application to store and display, upon accessing the individual’s information by
an authorized user a historical record of all intake surveys taken by the individual,
service provider recommendations as a result of the intake surveys taken, and, where
possible, the confirmation of the services rendered and assigned to their unique
identifier (Please see Section II below for additional detail as to the information that
the CRM will include.)
G. Reporting Capability
● Build up to ten (10) custom reports as defined by COUNTY to pull and present data
from the application
● Parameters of the first five (5) custom reports to be determined by COUNTY within
first forty-five (45) days and the remaining five (5) to be determined within the first
ninety (90) days after project kickoff meeting has been conducted
II. Data to be captured by MapPoint Application: (list not comprehensive)
● Personal Information:
○ Name
○ Address (as applicable)
■ Multiples and historical
■ Could also include last known location for homeless (GPS -
latitude/longitude or street corners)
○ Contact Information (as applicable)
■ Phone
■ Email
■ Social Media Accounts - type (Facebook, Twitter, etc) and ID
■ Other
● Demographics:
○ Age
○ DOB
○ Ethnicity
○ Gender
○ Veteran’s Status
○ Disabilities
○ Citizenship
● Family Information and Relationships:
○ Spouse
○ Children
○ Other dependents
Exhibit B
Page 5 of 6
○ Emergency contact information (as applicable)
● Goal Setting:
○ Create milestones
○ Track to milestones by Goal
○ Show progress on that Goal
● Service and service provider recommendations prescribed via MapPoint and
COUNTY Administrators:
○ Dates prescribed
○ Period service used - is it currently in use
○ Outcomes
○ Did they attend meeting
○ Did they use the service
● Time period of intake surveys conducted and service providers recommended
● Time period of service provider recommendation and confirmation of linkage
● COUNTY Administrator Notes:
○ Follow up on Notes
○ Date
○ Action drop downs
○ Notes Fields
● Calendaring function for COUNTY Administrators to set up follow-ups by client and
function:
○ For clients
○ For service providers
○ View in calendar format - (calendar views will be provided for individual
clients being served, but aggregate calendar views will be provided for
Navigators to view calendars of all the clients that they serve)
■ Follow ups
● By service
● Ad-hoc setup
● Created by Administrators
● Created for all users
○ Batching all follow ups by providers for a single Administrator to follow up
with
● Create Events
○ Follow-ups
○ Notes
○ Dates
○ Repeatable
○ Tie to Goals
Exhibit B
Page 6 of 6
APPLICATION CODE
Shift3 owns the code for the application. COUNTY shall have a non-exclusive, world-wide
license to use the software that shall be fully paid in perpetuity, excepting all things outside this
Scope of Work, upon satisfaction of all COUNTY payment obligations under this Scope of
Work.
Shift3 ownership of the code is necessary because this application is adapting software already
built, in use, and owned by Shift3 for this specific purpose.
In the event that Shift3 no longer operates, is no longer able to maintain the application, or that
the agreement is terminated by either party, Shift3 will turn over source code and above
described license to the COUNTY, presuming that COUNTY has provided all necessary
payments due according to milestones met at the time of the termination.
SUPPORT AND MAINTENANCE
Shift3 is responsible for all maintenance on the application throughout the development cycle as
well as all break/fix responsibilities in the first ninety (90) days following the launch of the
application.
MapPoint application is designed to run in the final agreed upon iteration between Shift3 and
COUNTY without the support of Shift3. The potential for user error may however necessitate
the services of Shift3 after the completion of the application. This can be accomplished in two
ways:
● A Fixed Bid Scope of Work: Shift3 will diagnose the problem, propose a solution
and draft up a work order with a fixed dollar amount to remedy the problem and
return the application to service.
● Break/Fix Support Agreement: Shift3 will be held on a monthly retainer and will
provide trouble shooting and Return to Service for the application for a set monthly
fee. Please see Exhibit C for Break/Fix Support Agreement.
Both options for service are available to the COUNTY at the end of the ninety (90) day warranty
after the completion of the application.
Enhancements to the existing application once completed will be addressed in separate work
orders or proposals and are not covered in this Agreement.
Exhibit C
Page 1 of 2
Break-Fix Support and Maintenance
SCOPE OF WORK
● Warranty Period - 90 days after delivery of the finished product.
● A Service Contract to cover the following items for $4,000 per month, with no
limit on the amount of time needed to repair the problem and Return to Service
(“RTS“).
● This is a 1 year agreement, with an automatic renewal on the anniversary date.
● Termination of this agreement requires 30 day notice.
● This is an insurance contract with no limit on the hours needed to repair the
problem.
● Break/Fix Support on all systems issues:
○ Ensure the system and website is operational, on the report of problem.
○ Fix all system down issues and correct systems bugs.
○ Correct any data issues caused by the problem.
○ Does not include enhancements or new features.
● COUNTY was responsible for defining requirements and objectives for the initial
linkage algorithms/business rules developed by Shift3 in the MapPoint Survey
Application (Phase I). Shift3 will maintain linkage algorithms/business rules and
be available to make necessary changes after initial development through this
Break-Fix contract.
● 4 business hours Response Time to Service Call – return call and
acknowledgement of problem. COUNTY provides all details on issue/problem
and assist in any discovery of symptoms and potential cause.
● 8 business hours RTS
○ Get system operational – not necessarily fixing the root cause.
○ The actual problem fix may take longer to fix, but a work around will be
identified until the root cause is identified and corrected.
● Shift3 will triage the problem. It if is infrastructure related, it will be turned over to
the COUNTY ITSD staff.
● Services provided on a Monday through Friday 9:00am to 5:00pm basis.
● Shift3 will provide a Root-Cause Analysis and description of the problem to
ensure Customer has a clear definition of causality and remediation.
● If COUNTY would like to have internal or 3rd Party Firm take over Break-
Fix/Support & Maintenance, Shift3 will turn over all tools, code, documentation
and teach them how to support the product at $125/hr.
● Discuss Large Operating System or Infrastructure upgrades that affect systems
performance or operations. Develop a project plan to accomplish the upgrades
Exhibit C
Page 2 of 2
and establish a price for the plan based on the work to be performed. Document
plan and pricing in a Change Order.
● Future enhancements - Develop a project plan to accomplish the enhancements
and establish a price for the plan based on the work to be performed. Document
plan and pricing in a Change Order which can be Fixed Price or Time and
Materials (“T&M”) depending on COUNTY’s needs.
Exhibit D
Page 1 of 5
PAYMENT AND DELIVERY SCHEDULE
I. MapPoint Dashboard and CRM Application
MapPoint Dashboard and CRM Application
Timeline Six (6) months for full application build out
Budget $275,500.00*
*This price is based on MapPoint being built using Google Maps API and/or
COUNTY providing similarly consumable GIS services from ESRI, together with all
necessary rights/licensing. ESRI implementation may have additional development
cost associated with the integration based on differences in how data and shape-
files are handled.
This price does not include any license fees for either platform; it is not believed
that there will, at least for the foreseeable future, be any license fees if Google
Maps is used.
At each Milestone, User Acceptance Testing or Sign-off Document will be utilized for Quality Assurance
as well as COUNTY final approval of that particular Milestone.
Milestone One:
Definition: Execution of Contract Upon Board Approval
Objective(s): Gain board approval and full execution of contract in order to schedule the initial
kickoff meeting
NOTE: Kickoff meeting with Shift3 Project Managers and COUNTY Key Decision
Makers will further define and clarify Scope of Work, define requirements, and
ensure review and agreement upon all measured deliverables prior to start of
project. Both parties understand modifications may be needed and said
modifications will be addressed through a revised Exhibit D, subject to approval by
the Department of Behavioral Health Director, or designee, and Shift3 and become
a part of this Agreement. Any modifications shall not result in an increase to the
maximum compensation of the Agreement. However, any changes that result in
enhancements beyond this existing scope of work (new features not addressed in
this document) will be estimated as a separate addendum and addressed in a
change order to this Scope of Work.
Exhibit D
Page 2 of 5
Amount Due: $110,200.00
Milestone 2
Definition: Database Design And Wireframes Completed
Timeline: Approximately end of Month One
Objective(s): Complete database design and wireframes. Planning completed for project.
● Wireframe and design of the CRM screens.
● CRM will require expanding the Mongo schema. At this point, Shift3 will
show and discuss the additional fields.
● Define Break-the-Glass security process.
Amount Due: $55,100.00
Milestone 3
Definition: CRM - Demo 1 - Completed Items, Complete Break-the-Glass Security Process
Timeline: Between End of Month Two and Three
Objective(s): Start Build of CRM - 3 month process. Demographics section, Transactional
history, Client notes, Store recommendations (linkages).
● Build out the Demographics.
● Build out all client transactions with MapPoint.
● Give navigator ability to add client notes.
● Show client linkages on profile.
Amount Due: $55,100.00
Milestone 4
Definition: CRM - Demo 2 - Completed Items
Timeline: Between End of Month Four and Five
Objective(s): Scheduling, recording attendance at meetings and service offerings, calendaring,
Exhibit D
Page 3 of 5
Events, Mapping Services, Service Providers
● Build the scheduling functionality.
● Build the calendaring functionality.
● Further enhance the mapping component.
● Complete provider portal with necessary data fields.
● Build the Events functionality for Community Events.
Amount Due: $27,550.00
Milestone 5
Definition: Quality Assurance Completed and DBH MapPoint Roll Out
● Completion of ten (10) customized reports.
Timeline: End of Month Six
Objective(s): Final User Acceptance Testing.
Amount Due: $27,550.00
Exhibit D
Page 4 of 5
Criteria for successful five (5) versus six (6) month completion will be based on COUNTY
availability to Shift3 to define requirements and review executed aspects of the project in a
timely and proactive manner.
This will be best facilitated through the use of pre-scheduled weekly or bi-weekly meetings with
COUNTY representative(s) that are the dedicated point of contact and the Shift3 development
team for the project.
Should any unforeseen complications or unanticipated issues arise throughout the course of the
project and should for any reason the project timeline extend beyond the allocated six (6) month
maximum, this is a fixed bid agreement and as such Shift3 will complete the work at the agreed
to price regardless of the extended timeline.
At each Milestone, if Shift3 has not met the expectations of the User Acceptance Testing,
COUNTY will have the ability to terminate the remainder of the contract if Shift3 has not
remedied those concerns within seven (7) business days of notification of COUNTY’s concern.
○ COUNTY is to notify Shift3 in writing of their intent to cancel the remainder of
the contract in the event that a Milestone has not been met.
○ Written Notifications of Intent are to be addressed to:
JP Prendergast
Business Development Manager
Shift3 Technologies
700 Van Ness Avenue
Fresno, CA 93721
Or emailed to:
jprendergast@shift3tech.com
Confirmation that the Notice of Intent to Terminate the contract has been received
will be issued within twenty-four (24) hours of receipt. If no confirmation has
been received by the COUNTY in a timely manner, please call JP Prendergast at
(559) 593-1684 and notify that a Notice of Intent to Terminate has been issued by
the COUNTY.
○ Upon verification that the Notice has been received, Shift3 has seven (7) business
days to remedy the concern and present the solution to the COUNTY. If at the
end of the seven (7) business day period, no solution or an unsatisfactory solution
has been presented by Shift3, then the COUNTY has the right to terminate the
remainder of the Contract
Exhibit D
Page 5 of 5
II. Break-Fix Support and Maintenance
Support Contract — To begin upon COUNTY approval and Sign-off on Implementation of
MapPoint Application
Timeline 12 month service and support contract, five (5) year minimum agreement, with an
automated renewal.
It is understood that the first year will be prorated upon completion of the ninety
(90) warranty period from the day of first production use of the MapPoint
Application.
There will be a COLA increase of 10% at the renewal of each year’s service contract
unless COUNTY agrees to a five (5) year minimum service agreement.
Budget $48,000.00
Exhibit E
Page 1 of 2
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of entity D/B/A
Address (number, street) City State ZIP code
CLIA number Taxpayer ID number (EIN) Telephone number
( )
II. Answer the following questions by checking “Yes” or “No.” If any of the questions are answered “Yes,” list names and
addresses of individuals or corporations under “Remarks” on page 2. Identify each item number to be continued.
A. Are there any individuals or organizations having a direct or indirect ownership or control interest
of five percent or more in the institution, organizations, or agency that have been convicted of a criminal
offense related to the involvement of such persons or organizations in any of the programs established
YES NO
by Titles XVIII, XIX, or XX? ......................................................................................................................... ❒ ❒
B. Are there any directors, officers, agents, or managing employees of the institution, agency, or
organization who have ever been convicted of a criminal offense related to their involvement in such
programs established by Titles XVIII, XIX, or XX? ...................................................................................... ❒ ❒
C. Are there any individuals currently employed by the institution, agency, or organization in a managerial,
accounting, auditing, or similar capacity who were employed by the institution’s, organization’s, or
agency’s fiscal intermediary or carrier within the previous 12 months? (Title XVIII providers only) ........... ❒ ❒
III. A. List names, addresses for individuals, or the EIN for organizations having direct or indirect ownership or a controlling
interest in the entity. (See instructions for definition of ownership and controlling interest.) List any additional names
and addresses under “Remarks” on page 2. If more than one individual is reported and any of these persons are
related to each other, this must be reported under “Remarks.”
NAME ADDRESS EIN
B. Type of entity: ❒ Sole proprietorship ❒ Partnership ❒ Corporation
❒ Unincorporated Associations ❒ Other (specify)
C. If the disclosing entity is a corporation, list names, addresses of the directors, and EINs for corporations
under “Remarks.”
D. Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities?
(Example: sole proprietor, partnership, or members of Board of Directors) If yes, list names, addresses
of individuals, and provider numbers. ..........................................................................................................
❒ ❒
NAME ADDRESS PROVIDER NUMBER
Exhibit E
Page 2 of 2
YES NO
IV. A. Has there been a change in ownership or control within the last year? ....................................................... ❒ ❒
If yes, give date.
B. Do you anticipate any change of ownership or control within the year?....................................................... ❒ ❒
If yes, when?
C. Do you anticipate filing for bankruptcy within the year?................................................................................ ❒ ❒
If yes, when?
V. Is the facility operated by a management company or leased in whole or part by another organization?.......... ❒ ❒
If yes, give date of change in operations.
VI. Has there been a change in Administrator, Director of Nursing, or Medical Director within the last year?......... ❒ ❒
VII. A. Is this facility chain affiliated? ...................................................................................................................... ❒ ❒
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address (number, name) City State ZIP code
B. If the answer to question VII.A. is NO, was the facility ever affiliated with a chain?
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address (number, name) City State ZIP code
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative (typed) Title
Signature Date
Remarks
Exhibit F
1 of 2
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is
providing the certification set out below.
2. The inability of a person to provide the certification required below will not
necessarily result in denial of participation in this covered transaction. The prospective
participant shall submit an explanation of why it cannot provide the certification set out
below. The certification or explanation will be considered in connection with the
department or agency's determination whether to enter into this transaction. However,
failure of the prospective primary participant to furnish a certification or an explanation
shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which
reliance was placed when the department or agency determined to enter into this
transaction. If it is later determined that the prospective primary participant knowingly
rendered an erroneous certification, in addition to other remedies available to the
Federal Government, the department or agency may terminate this transaction for
cause or default.
4. The prospective primary participant shall provide immediate written notice to
the department or agency to which this proposal is submitted if at any time the
prospective primary participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as
used in this clause, have the meanings set out in the Definitions and Coverage
sections of the rules implementing Executive Order 12549. You may contact the
department or agency to which this proposal is being submitted for assistance in
obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment
of a system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
Exhibit F
2 of 2
CERTIFICATION
(1) The prospective primary participant certifies to the best of its knowledge and belief,
that it, its owners, officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
(c) (d) Have not within a three-year period preceding this application/proposal
had one or more public transactions (Federal, State or local) terminated for cause or
default.
(2) Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
Signature: Date:
(Printed Name & Title) (Name of Agency or
Company)
Exhibit G
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit G
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: