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Agreement No.15-216
AGREEMENT
THIS AGREEMENT is made and entered into this~ ":1-day of Ciu..AQ. '2015,
4 by and between the COUNTY OF FRESNO, a political subdivision of the State of California,
5 hereinafter referred to as "COUNTY," and Allvest Information Services, Inc., dba as
6 Assessments.com, a Washington State corporation, whose address is PO Box 1802, Salt Lake
7 City, UT 8411 0, hereinafter referred to as "CONTRACTOR."
8 WI TN E S S E T H:
9 WHEREAS, COUNTY desires to enter into an agreement to continue internet-
10 based licensed of, access to, and use of certain automated, evidence-based, risk-assessment
11 software applications, and the services related thereto, for the purpose of managing and
12 monitoring adult and juvenile probationers within Fresno County; and
13 WHEREAS, CONTRACTOR has represented it can continue to provide
14 COUNTY with license to, access to, and use of, certain automated, evidence-based, risk-
15 assessment software applications, and the services related thereto, so that COUNTY can
16 achieve its purpose of managing and monitoring adult and juvenile probationers within Fresno
17 County, and CONTRACTOR is ready, willing and able to enter into an agreement to continue to
18 provide such access and services.
19 NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions
20 hereinafter set forth, the sufficiency of which consideration is hereby acknowledged, the parties
21 hereto agree as follows:
22 1. DEFINITIONS OF TERMS
23 For the purposes of this Agreement, the terms set forth below shall have the following
24 meanings:
25 "Access" means the ability ofCOUNTY to operate accurately and effectively from all its
26 respective work environments, the CONTRACTOR-Hosted STRONG and PACT applications,
27 and the System.
28 "Account Setup/Configuration" means the initial Access-related setup of each COUNTY
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1 employee's information into the PACT and STRONG applications, and any other System
2 configuration activities, necessary to insure proper Access to full functioning PACT and
3 STRONG applications and System as defined herein.
4 "Anonymized" means Data Information that has been stripped of all identifying
5 information that can tie it to a specific individual such that said information cannot thereafter be
6 used to identify the individual.
7 "Customization" means modifications to the STRONG and PACT applications to meet
8 specific COUNTY needs.
9 "Data Information" means the physical, logical, electronic, magnetic, paper, verbal,
1 0 written or other confidential information and records that have been entered or transferred into,
11 or are stored in, the STRONG and PACT applications and Systems, and storage devices
12 related thereto, as well as any communications to or from the COUNTY relating to its
13 probationers and using the STRONG and/or PACT applications and System in any way
14 whatsoever.
15 "Hosting" means providing and maintaining the facility that stores the physical computer
16 and network structure which (i) runs the STRONG and PACT applications, (ii) stores and backs
17 up the Data Information, (iii) secures the Data Information, and (iv) makes the application and
18 stored Data Information available to the COUNTY through an internet-connected personal
19 computer interface.
20 "Integration" means an optional process provided by CONTRACTOR to COUNTY by
21 which a computer-controlled interface is created between the STRONG and PACT applications
22 on the one hand, and existing COUNTY case management systems on the other, pursuant to
23 which said process Data Information is periodically transferred from one automated
24 environment to another in a secure manner.
25 "Intellectual Property" means all intellectual property rights related to the assets or
26 businesses of CONTRACTOR, including: patents; copyrights; trade names; trademarks; service
27 marks; trade secrets; inventions; databases; names and logos; trade dress; technology; know-
28 how; and, other proprietary information and licenses from third parties granting CONTRACTOR
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1 the right to use any of the foregoing. The term "Intellectual Property" also includes: all
2 computer applications, programs and other software, including without limitation operating
3 software, network software, firmware, middleware, and design software; all design tools,
4 System documentation and instructions; databases; product literature; artwork; design,
5 development and manufacturing files; formulations and specifications; quality records and
6 reports; and, other books, records, studies, surveys, reports, plans and documents. The term
7 Intellectual Property does not include the Data Information.
8 "Maintenance" means all updates and modifications to any and all applications,
9 underlying software, computer equipment, networks and operating systems, done on either a
1 0 periodic or an emergency basis, that are needed to maintain the functionality, Security and
11 operational viability of the PACT and STRONG applications and the System.
12 "PACT" is an acronym for Positive Achievement Change Tool and means that certain
13 proprietary, evidence-based, risk-assessment software application used to determine the
14 risk-level associated with juvenile probationers, which is owned and maintained by the
15 CONTRACTOR."
16 "Security" means protection against the unauthorized use (including but not limited to
17 unauthorized downloading, unauthorized viewing, unauthorized copying and unauthorized
18 forwarding), loss, misuse and alteration of any COUNTY information under CONTRACTOR's
19 control.
20 "STRONG" is an acronym for Static Risk and Offender Needs Guide and means
21 that certain proprietary, evidence-based, risk-assessment software application used to
22 determine the risk-level associated with adult probationers, which is owned and
23 maintained by the CONTRACTOR.
24 "System" means the complete automated technological environment maintained by the
25 CONTRACTOR, which environment supports all aspects of the STRONG and PACT
26 applications and makes said applications available to COUNTY users. The System includes,
27 but is not limited to, servers, storage devices, networks, communication hardware, operating
28 systems, purchased software, developed software, compilers, and backups.
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1 "Training" means the process of informing and familiarizing COUNTY personnel in
2 the use of the STRONG and PACT applications at sites and times determined by the
3 COUNTY. Training includes all CONTRACTOR staff, training materials and Systems
4 required to comprehensively communicate and instruct COUNTY employees.
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2. OBLIGATIONS OF THE COUNTY
(A) COUNTY shall compensate the CONTRACTOR as set forth in Section 5 of
7 this Agreement and shall monitor the outcomes achieved by the CONTRACTOR.
8 (B) COUNTY shall maintain a primary contact person for the coordination and
9 communication of contract related activities and payments.
10 (C) COUNTY will make available all on-site training facilities required by the
11 CONTRACTOR to accomplish all necessary Training.
12 (D) COUNTY understands and acknowledges that CONTRACTOR will not be
13 liable for network-related problems not under CONTRACTOR's control, and attributable to the
14 operation of the STRONG and PACT applications on the COUNTY's network.
15 (E) COUNTY agrees that this Agreement is for license and access to the
16 STRONG and PACT applications only and that no title to said applications passes to COUNTY.
17 (F) COUNTY may not export the STRONG and PACT applications, or any of the
18 CONTRACTOR's other tools, instruments or applications, without the prior written consent of
19 CONTRACTOR.
20 (G) COUNTY shall not assert any ownership rights over the Intellectual Property.
21 COUNTY agrees not to modify, de-compile, disassemble, re-configure, reverse compile, reverse
22 assemble, or reverse engineer the Intellectual Property, and further agrees not to distribute or
23 disclose the Intellectual Property, or to use or copy the Intellectual Property, except as expressly
24 permitted under this Agreement. COUNTY acknowledges that the Intellectual Property is
25 comprised of information deemed trade secrets or otherwise proprietary to CONTRACTOR, and
26 COUNTY agrees to handle the Intellectual Property in a confidential manner and use the same
27 degree of caution that, except as required by law, it employs to protects its own confidential or
28 proprietary information. The CONTRACTOR shall retain all right, title and interest in all Intellectual
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1 Property that results from COUNTY's use and customization activities with CONTRACTOR.
2 (H) COUNTY understands that CONTRACTOR does not warrant that the functions,
3 contained in the STRONG and PACT applications, will be entirely uninterrupted or error free.
4 (I) COUNTY will pay for the aforementioned activities at the rates provided in
5 Exhibit 1 , attached hereto and incorporated herein by this reference.
6 (J) COUNTY shall be responsible for scheduling and coordinating all Training
7 that CONTRACTOR is obligated to provide pursuant to both the terms of this Agreement.
8 COUNTY's obligation to schedule and coordinate shall be as follows: COUNTY shall determine
9 which of its personnel need to be trained, and when such training needs to be done.
10 3. OBLIGATIONS OF THE CONTRACTOR
11 (A) CONTRACTOR will complete training activities associated with the PACT
12 and STRONG applications on the timeline determined by the County. On-site training shall be
13 conducted by CONTRACTOR in classes with no more than twenty-five (25) trainees per class.
14 Compensation for trainings shall be in accordance with Exhibit "A" of this Agreement.
15 (B) COUNTY may request in writing that CONTRACTOR provide
16 Customization services, which request may be made at any time during the term of this
17 Agreement. CONTRACTOR will supply quotes and performance timeframes for requested
18 services within thirty (30) days from receiving COUNTY's written request and CONTRACTOR
19 will initiate activity within thirty (30) days of receiving written or email approval for same from
20 COUNTY.
21 (C) COUNTY may request in writing that CONTRACTOR provide Integration
22 services, which request may be made at any time during the term of this Agreement.
23 CONTRACTOR will supply quotes and performance timeframes for requested services within
24 thirty (30) days from receiving COUNTY's written request and CONTRACTOR will complete
25 any Integration services so requested within ninety (90) days of receiving written or email.
26 approval for same from COUNTY.
27 (D) In performing its obligations pursuant to the terms of this Agreement,
28 including but not limited to CONTRACTOR's obligations to provide Training, Customization and
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1 Integration, CONTRACTOR shall meet or exceed each and every one of the following
2 standards of performance:
3 (1) COUNTY users shall be able to log-on successfully and access the
4 STRONG and PACT applications using Microsoft Internet Explorer, Version 11.0 or greater,
5 while running Windows 7.0 or greater from their workstations and using Safari on their Apple 1-
6 Pad or using lOS 8.3 or greater on their Apple 1-Pad;
7 (2) The page navigation function of the PACT and STRONG applications
8 shall work reliably and accurately at all times;
9 (3) The PACT and STRONG applications shall perform reliably and with
10 full functionality when Data Information is entered or transferred or otherwise input into the
11 System;
12 (4) Data Information entered or transferred or otherwise input into the
13 System shall appear on-screen reliably and accurately when called-up by COUNTY users
14 utilizing the PACT and STRONG applications; and
15 (5) The search features native to the PACT and STRONG applications
16 shall reliably and accurately return the correct records.
17 (E) Security: CONTRACTOR shall implement and maintain all Security
18 policies, processes, procedures, software and actions as needed to protect and preserve
19 COUNTY's Data Information, and COUNTY's use thereof, including but not limited to the
20 following: (i) regular, complete backup of COUNTY's Data Information as well as all other data
21 needed to maintain the full functionality of the PACT and STRONG applications together with
22 COUNTY's use of the Data Information therewith; (ii) reliable recovery processes and software;
23 (iii) user identification and password encryption procedures and software; (iv) effective and
24 regularly updated firewall software; (v) secure and encrypted Data Information communications
25 systems and procedures; and (vi) a secure operations center based on current industry
26 standards that is sufficient to prevent the loss and/or disclosure or transmission of Data
27 Information to unauthorized third parties. Access to the STRONG and PACT applications will be
28 with an encrypted and valid User identification and password combination. Password protected
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1 information shall be accessible only to authorized COUNTY users. COUNTY Data Information
2 shall not be communicated, transferred or conveyed to any other entity, including State or
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Federal governments, without the express written permission of the COUNTY.
(F) Confidentiality: CONTRACTOR acknowledges that any Data Information
5 that may come into CONTRACTOR's possession or knowledge pursuant to this Agreement or
6 pursuant to the performance of CONTRACTOR's obligations hereunder is confidential and the
7 unauthorized disclosure of said Data Information to, or use by, third parties is hereby expressly
8 prohibited. CONTRACTOR agrees: (i) to hold all Data Information in the strictest confidence; (ii)
9 not to make use of the Data Information or any part thereof for any purpose other than the
1 o performance of CONTRACTOR's obligations pursuant to this Agreement; (iii) to release the
11 Data Information only to authorized employees of CONTRACTOR or subcontractors of
12 CONTRACTOR requiring such information, and only under such conditions and care as will
13 maintain and protect the confidentiality of the Data Information from unauthorized disclosure by
14 said employees or subcontractors, and only after obtaining a signed written agreement with
15 said employees or subcontractors to protect the confidentiality of the Data Information; (iv) not
16 to release or disclose the Data Information to any other party without the prior written approval
17 of the COUNTY; and (v) to disclose to the COUNTY any breach or compromise of data within
18 24 hours of such occurrence. CONTRACTOR further agrees to return all such data information
19 in Microsoft SQL backup file format with entire data base structure including data transaction
20 logs to the COUNTY at the expiration or termination of this Agreement, as well as to destroy
21 any and all back-up copies and prior versions and/or formats of the Data Information in
22 CONTRACTOR's possession at such time. CONTRACTOR may aggregate Data Information
23 obtained from COUNTY using Assessment.com products and services under the terms of this
24 Agreement for research and statistical purposes but only if: (a) the Data Information so used is
25 anonymized and (b) such aggregation is specifically authorized in writing by COUNTY. This
26 section shall not impose any obligation on the CONTRACTOR regarding any information that
27 is: (1) publicly known at the time of its disclosure; (2) already fully known to the receiving party
28 at the time it is furnished to such party by the CONTRACTOR, and such knowledge was
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1 obtained in full compliance with the law and the provisions of the prior paragraph hereinabove;
2 or (3) independently developed by the receiving party without use of the proprietary Data
3 Information.
4 (G) Maintenance: CONTRACTOR shall at all times maintain the STRONG
5 and PACT applications, the System and the Data Information, as well as maintain any
6 Customization, Implementation, and Integration performed for COUNTY in relation thereto.
7 CONTRACTOR's performance of its Maintenance obligations shall be undertaken and
8 completed in such a way that the operation and functionality of the PACT and STRONG
9 applications and the System shall not be negatively affected during regular business hours. All
1 o Maintenance required hereby will be at CONTRACTOR's sole expense and will not be an
11 additional cost to the COUNTY.
12 (H) Support: CONTRACTOR will establish, provide and maintain customer
13 support of the PACT and STRONG applications and the System to the COUNTY.
14 ( 1) CONTRACTOR's customer support obligation shall include the following
15 communication channels:
16 (a) Telephone Support: CONTRACTOR shall maintain telephone support from a help
17 desk between 7:30 a.m. and 4:00 p.m. Pacific Time, to assist COUNTY in reporting problems
18 and in providing first-line support in the use and operation of the STRONG and PACT
19 applications and the System.
20 (b) Internet Email: CONTRACTOR shall maintain an email address for the express
21 purpose of providing customer support to COUNTY, which email address shall be
22 support@assessments.com. CONTRACTOR shall maintain email support during Regular
23 Business Hours to assist County in reporting errors and in providing first-line support in the use
24 and operation of the STRONG and PACT applications and the System.
25 (2) CONTRACTOR and COUNTY agree that COUNTY's point of contact for
26 Maintenance and support of the STRONG and PACT applications and the System will be
27 designated employees from the COUNTY, which will act as the support liaisons between
28 CONTRACTOR and COUNTY.
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1 CONTRACTOR shall at all times make a reasonable effort to provide
2 modifications or additions to correct errors in the STRONG and PACT applications and the
3 System as reported by COUNTY to CONTRACTOR. Upon notification from COUNTY of an
4 error, whether via telephone or email, CONTRACTOR will assign a priority level to the error,
5 which priority level will be determined by the COUNTY according to the following criteria:
6 (a) Priority A: An error that results in the STRONG and PACT applications and the
7 System being substantially or completely nonfunctional or inoperative. CONTRACTOR agrees
8 to provide a correction or "work-around" solution to Priority A errors within two (2) business
9 days after said error is first reported to the CONTRACTOR, and a full solution to such errors no
10 later than fifteen (15) business days after said error is first reported to the CONTRACTOR.
11 (b) Priority 8: An error that results in the STRONG and PACT applications and the
12 System operating or performing other than as represented, but which does not have a material
13 adverse impact on the performance of the STRONG and PACT applications and the System.
14 CONTRACTOR agrees to provide a correction or "work-around" solution to Priority B errors
15 within seven (7) business days after said error is first reported to the CONTRACTOR, and a full
16 solution to such errors no later than thirty (30) business days after said error is first reported to
17 the CONTRACTOR.
18 CONTRACTOR will make all reasonable efforts to correct any and all
19 errors or provide a work-around solution for each priority level and, if a work-around is the
20 immediate solution, will make reasonable efforts to provide a final resolution of the error.
21 (I) Continued development of the STRONG and PACT applications:
22 CONTRACTOR shall continue in its efforts to improve the STRONG and PACT applications
23 without: (i) impacting the STRONG and PACT applications' evidence-based efficacy; (ii)
24 changing the STRONG and PACT applications' operational usability (requiring additional
25 training); (iii) requiring the COUNTY to incur greater costs than outlined in this contract; or (iv)
26 putting at risk the statistical validity of the STRONG and PACT applications. CONTRACTOR's
27 improvements may be cosmetic, may include added features, and may involve the release of
28 new versions of the original tool or modifications thereto. Depending upon the COUNTY's
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1 instructions, the CONTRACTOR will either continue to support the current version of
2 the STRONG and PACT applications, or, with written approval from the Chief Probation Officer
3 or his designee, implement the modified or newer version of the STRONG and PACT
4 applications.
5 4. TERM: This Agreement shall become effective, July 1, 2015 and shall
6 terminate on June 30, 2018. This Agreement may be extended for a maximum of two (2)
7 additional twelve month periods upon written consent of the Chief Probation Officer or his
8 designee to be provided no later than 30 days prior to the first day of each twelve (12) month
9 extension period. The Chief Probation Officer or his designee is authorized to execute such
1 o written approval on behalf of the COUNTY.
11 5. TERMINATION:
12 A. Non-Allocation of Funds -The terms of this Agreement, and the services to
13 be provided thereunder, are contingent on the approval of funds by the appropriating government
14 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
15 Agreement terminated by COUNTY, at any time, by giving the CONTRACTOR thirty (30) days
16 advance written notice.
17 B. Breach of Contract-The COUNTY may immediately suspend or terminate
18 this Agreement in whole or in part, where in the determination of the COUNTY there is:
19 1) An illegal or improper use of funds;
20 2) A failure to comply with any term of this Agreement;
21 3) A substantially incorrect or incomplete report submitted to the COUNTY;
22 4) Improperly performed service.
23 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
24 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
25 Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect
26 to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the
27 repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement,
28 which in the judgment of the COUNTY were not expended in accordance with the terms of this
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1 Agreement. The CONTRACTOR shall promptly refund any such funds upon demand.
2 C. Without Cause -Under circumstances other than those set forth above,
3 this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance
4 written notice of an intention to terminate to CONTRACTOR.
5 6. COMPENSATION/INVOICING:
6 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
7 compensation for all services provided hereunder at the rates identified in Exhibit "A". In no
8 event shall services performed under this Agreement be in excess of $525,000 for the entire
9 potential 5 year term of this Agreement. It is understood that all expenses incidental to
1 0 CONTRACTOR'S performance of services under this Agreement shall be borne by
11 CONTRACTOR.
12 CONTRACTOR shall submit quarterly invoices for all services provided,
13 addressed to the Fresno County Probation Department, 3333 E. American Avenue, Suite B,
14 Fresno, CA 93725, Attention: Probation Business Office or via email sent to
15 Probationlnvoices@co.fresno.ca.us. Hosting services shall be invoiced in advance for each
16 quarter. Other services shall be invoiced after completion. COUNTY shall pay CONTRACTOR
17 within forty-five (45) days after receipt and verification of CONTRACTOR's properly completed
18 invoices.
19 Upon any termination of this Agreement, CONTRACTOR shall be compensated
20 for costs incurred under this Agreement, up to and including the date of termination. The terms
21 of this Section 6 shall survive the expiration or earlier termination of this Agreement. Should
22 CONTRACTOR fail to comply with any provision of this Agreement, COUNTY shall be relieved
23 of its obligation for further compensation.
24 CONTRACTOR agrees that if the STRONG and PACT applications stop functioning or
25 become unusable through no fault of the COUNTY or systemic failure of the Internet, but
26 because of failures within the CONTRACTOR's control or environment, CONTRACTOR will
27 refund to COUNTY, within sixty (60) days of the above referenced failure, the prorated amount
28 of the current Quarter's, pre-paid, hosting services fees, for COUNTY's loss of service access.
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1 7. INDEPENDENT CONTRACTOR: In performance of the work, duties and
2 obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and
3 agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and
4 employees will at all times be acting and performing as an independent contractor, and shall act in
5 an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or
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associate of the 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.
7 However, COUNTY shall retain the right to administer this Agreement so as to verify that
8 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
9 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
10 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
11 Because of its status as an independent contractor, CONTRACTOR shall have
12 absolutely no right to employment rights and benefits available to COUNTY employees.
13 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
14 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
15 responsible and save COUNTY harmless from all matters relating to payment of
16 CONTRACTOR'S employees, including compliance with Social Security withholding and all other
17 regulations governing such matters. It is acknowledged that during the term of this Agreement,
18 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
19 Agreement.
20 8. MODIFICATION: Any matters of this Agreement may be modified from time
21 to time by the written consent of all the parties without, in any way, affecting the remainder.
22 9. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
23 Agreement nor their rights or duties under this Agreement without the prior written consent of the
24 other party.
25 10. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold
26 harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees
27 from any and all costs and expenses, damages, liabilities, claims, and losses, including attorney's
28 fees and costs, occurring, resulting, or arising from the negligent or wrongful performance by
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1 CONTRACTOR, or its officers, agents, or employees of obligations agreed to be performed under
2 this Agreement.
3 11. INSURANCE: Without limiting the COUNTY's right to obtain indemnification
4 from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in
5 full force and effect, the following insurance policies or a program of self-insurance, including but
6 not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the
7 term of the Agreement:
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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
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12 COUNTY may require specific coverages including completed operations, products liability, and
13 contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
14 insurance deemed necessary because of the nature of this contract.
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B. Automobile Liability: Comprehensive Automobile Liability Insurance with
limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per
person, Five Hundred Thousand Dollars ($500,000.00) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit
of Five Hundred Thousand Dollars ($500,000.00). 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., M.F.C.C.) in providing services, Professional Liability Insurance
with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million
Dollars ($3,000,000.00) annual aggregate.
D. 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
28 insurance naming the County of Fresno, its officers, agents, and employees, individually and
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1 collectively, as additional insured, but only insofar as the operations under this Agreement are
2 concerned. Such coverage for additional insured shall apply as primary insurance and any other
3 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
4 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
5 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
6 written notice given to COUNTY.
7 Within Thirty (30) days from the date CONTRACTOR signs and executes this
8 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
9 above for all of the foregoing policies, as required herein, to the County of Fresno, Greg Reinke,
10 3333 E. American Avenue, Fresno CA 93709-0453, stating that such insurance coverages
11 have been obtained and are in full force; that the County of Fresno, its officers, agents and
12 employees will not be responsible for any premiums on the policies; that such Commercial
13 General Liability insurance names the County of Fresno, its officers, agents and employees,
14 individually and collectively, as additional insured, but only insofar as the operations under this
15 Agreement are concerned; that such coverage for additional insured shall apply as primary
16 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
17 and employees, shall be excess only and not contributing with insurance provided under
18 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
19 without a minimum of thirty (30) days advance, written notice given to COUNTY.
20 In the event CONTRACTOR fails to keep in effect at all times insurance
21 coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
22 suspend or terminate this Agreement upon the occurrence of such event.
23 All policies shall be with admitted insurers licensed to do business in the State
24 of California. Insurance purchased shall be purchased from companies possessing a current A.M.
25 Best, Inc. rating of A FSC VII or better.
26 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS: This provision is only
27 applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit
28 corporation) or if during the term of this agreement, the CONTRACTOR changes its status to
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operate as a corporation. Members of the CONTRACTOR's Board of Directors shall disclose any
2 self-dealing transactions that they are a party to while CONTRACTOR is providing goods or
3 performing services under this agreement. A self-dealing transaction shall mean a transaction to
4 which the CONTRACTOR is a party and in which one or more of its directors has a material
5 financial interest. Members of the Board of Directors shall disclose any self-dealing transactions
6 that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form
7 (Exhibit "B") and submitting it to the COUNTY prior to commencing with the self-dealing
8 transaction or immediately thereafter.
9 13. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during
10 business hours, and as often as the COUNTY may deem necessary, make available to the
11 COUNTY for examination all of its records and data with respect to the matters covered by this
12 Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to
13 audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
14 with the terms of this Agreement.
15 If this Agreement exceeds ten thousand dollars ($1 0,000.00), CONTRACTOR shall
16 be subject to the examination and audit of the Auditor General for a period of three (3) years after
17 final payment under contract (Government Code Section 8546.7).
18 14. NOTICES: The persons and their addresses having authority to give and
19 receive notices under this Agreement include the following:
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COUNTY CONTRACTOR
COUNTY OF FRESNO All VEST INFORMATION SERVICES
Rick Chavez, Chief Probation Officer Sean Hosman, President
3333 E. American Avenue, Suite B PO Box 1802
Fresno, CA 93725 Salt lake City, UT 84110
27 Any and all notices between the COUNTY and the CONTRACTOR provided for or permitted
28 under this Agreement or by law shall be in writing and shall be deemed duly served when
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1 personally delivered to one of the parties, or in lieu of such personal services, when deposited in
2 the United States Mail, postage prepaid, addressed to such party.
3 15. GOVERNING LAW: Venue for any action arising out of or related to this
4 Agreement shall only be in Fresno County, California.
5 The rights and obligations of the parties and all interpretation and performance
6 of this Agreement shall be governed in all respects by the laws of the State of California.
7 16. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
8 between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
9 supersedes all previous Agreement negotiations, proposals, commitments, writings,
1 o advertisements, publications, and understandings of any nature whatsoever unless expressly
11 included in this Agreement.
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1 IN WINTESS WHEREOF, the parties hereto have executed this Agreement as of
2 the day and year first hereinabove written.
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4 CONTRACTOR
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Sean Hosman, President/CEO
7 Assessments.com
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COUNTY OF FRES
Deborah A. Poochigian, C
Board of Supervisors
11 REVIEWED & RECOMMENDED
12 FORAPPROVAL
13 FOR ACCOUNTING USE ONLY:
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15 FUND: 0001
16 ORG: 34309999
17 SUBCLASS: 10000
18 ACCOUNT: 7295
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ATTEST:
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BERNICE E. SEIDEL, Clerk
B(j:;upervisors
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APPROVED AS TO LEGAL FORM
Daniel Cederberg, County Counsel
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(J6unty Counsel
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APPROVED AS TO ACCOUNTING FORM
Vicki Crow, CPA
Auditor-Controller, Tax Collector
ud1tor-Controller!Treasurer-Tax Collector
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ATTEST:
Bernice Seidel, Clerk
Board of Supervisors
By: SEE PAGE 17 FOR CLERK ATTESTATION
Deputy
EXHIBIT "A"
A. Hosting -The cost of Hosting both the STRONG and the PACT applications, for each
quarter of this agreement (3 month period) shall be $20,000.
B. Training -the training of staff shall be at the following rates:
1. On-site Training will be at a rate of $2,500 a day and includes all expenses incurred
by CONTRACTOR.
2. Off-site Training shall be a rate of $150 an hour.
C. Customization-Optional customization, anytime during the contracted period, shall be at a
rate of $150 an hour.
D. Integration-Optional Integration services, anytime during the contracted period shall be at
a rate of $150 an hour.
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SELF-DEAUNG TRANSAcnON DISCLOSURE FORM
EXHIBIT "B"
Page 1 of2
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).
(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):
EXHIBIT "B"
Page 2 of2
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date: I