HomeMy WebLinkAboutAgreement A-17-284 with Trilogy Integrated Resources.pdf1
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AGREEMENT
This Agreement is made and entered into this day of ,2017,by and
between the COUNTY OF FRESNO,a Political Subdivision of the State of California,hereinafter
referred to as "COUNTY",and TRILOGY INTEGRATED RESOURCES,LLC,a California
Limited Liability Company,whose address is 1101 5th Avenue,Suite 250,San Rafael,CA 94901,
hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS,COUNTY,through its Department of Behavioral Health (DBH)and Department
of Social Services (DSS),is in need of a contractor to provide assistance in supporting and
maintaining centralized access points for COUNTY behavioral health clients,seniors,and people with
disabilities and their caregivers,to receive critical health information and linkage to community
services through two (2)Network of Care Websites;and
WHEREAS,COUNTY,through its DBH is in need of a contractor to provide assistance in
developing,supporting and maintaining a centralized access point for persons re-entering the
community upon release from incarceration,to receive critical information related to specific local
resources available for re-entry individuals and their families,as well as linkage to local re-entry
support groups and current city,county,state and federal resources that provide information
specifically focused upon re-entry issues,through one (1)Network of Care website;
WHEREAS,COUNTY,through its DBH is in need of a contractor to provide Network of Care
Learning Management System (LMS)and Continuing Education Units System (CEUs)online
management,training and development tools;and
WHEREAS,CONTRACTOR has already developed and maintains two (2)individual Network
of Care Websites for COUNTY’S DBH and DSS,focusing on mental health,seniors and community
stakeholders,to enhance community awareness of COUNTY’S available mental health and social
services resources;and
WHEREAS,CONTRACTOR has already developed and maintains the Network of Care LMS
System and CEUs System online management,training and development systems for COUNTY’S
DBH;and
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WHEREAS,CONTRACTOR is willing and able to provide the services required by COUNTY
pursuant to the terms and conditions of this Agreement.
NOW,THEREFORE,in consideration of their mutual covenants and conditions,the parties
hereto agree as follows:
1.SERVICES
A.CONTRACTOR,for each of the two (2)existing Network of Care websites for
Fresno County (Network of Care for DBH Clients and Network of Care for DSS Seniors &People with
Disabilities),to enhance community access and awareness,and link clients,caregivers,service
providers,and government agencies to specific information related to community-based services,
mental health issues,assistive devices,caregiver support,and advocacy effort to maintain a level of
care,shall:
1.CONTRACTOR,for the Network of Care for DBH Clients shall continue
to provide support and maintenance of the web site as described in Exhibit B,“DBH Network of Care
Web site for Clients,”attached hereto and incorporated by this reference herein.
2.CONTRACTOR,for the Network of Care for DSS Seniors and People
with Disabilities,shall continue to provide support and maintenance of the web site as described in
Exhibit C,“DSS Network of Care Website,”attached hereto and incorporated by this reference herein.
B.CONTRACTOR,for the Network of Care for DBH Client Re-Entry shall:
1)Provide COUNTY with a completed and operational Network of Care for
DBH Client Re-Entry upon COUNTY’S acceptance of “Beta Delivery”from CONTRACTOR.For the
purposes of this Agreement,“Beta Delivery”is defined as all stages of technical development of the
Network of Care for DBH Client Re-Entry are completed,initiating the two-week internal testing and
review period for COUNTY.CONTRACTOR’S Beta Delivery will occur within 90 days of execution
of this Agreement.
2)Develop the specific web site sections as follows:
a.Service Directory -Comprehensive directory of prisoner reentry
resources in COUNTY service area.Acquire,collect and assemble data,evaluate the data and make
necessary improvements to make the data launch-ready.Complete and maintain the taxonomy coding
and resolve any integration issues.
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b.Library -Includes more than 30,000 articles,checklists and fact
sheets.Available for online viewing,printing,posting and emailing.Content to be continually
maintained and updated.
c.Legislate -A bill tracking section with all proposed state and
federal legislation that could affect the prisoner-reentry community.Content will be updated daily.
Section also provides methods to communicate directly with legislators.
d.Links -A broad collection of links to city,county,state and
national government agencies and nonprofit organizations that focus on prisoner reentry issues.
Content to be continually maintained and updated.
e.Support &Advocacy -A comprehensive list of the known and
creditable organizations that provide support and advocacy at the local,state and national levels.
f.My Personal Health Record -A password-protected section,
housed on a separate,secured server in which any Network of Care visitor can create a private “folder”
of medical and legal information which can be entered manually or uploaded via electronic documents.
Personal Health Record creators this secured section with a trusted friend or relative.Will be
maintained on the server and continually maintain its security.
g.Build Your Own Site -Publicly accessible software that enables
anyone to build a free Web site,which will be hosted for free.Options include unlimited pages,
calendars,message boards and other features.Software and the host server will be continually
maintained.
h.Social Networking -A publicly accessible platform that provides
visitors with the ability to create online groups,blogs,forums and wikis and upload and store multiple
types of media.The platform and host server will be continually maintained.
i.Nationwide News -News articles,culled from more than 3,000
periodicals nationwide,which are posted every weekday morning.
j.Learning Center —Consumer-friendly “Healthwise”content and
tools,focused on the health promotion,education,early intervention and prevention.Enhanced content
will be installed on the homepage and will review the content quarterly,and update as needed.
k.Change Language -Dynamic translation of all text on the
Network of Care into almost 60 languages.Access to the Google Translate software will be maintained
and updated as needed.
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1.Community Calendar -A user-friendly Calendar interface that
enables both administrative staff and community members to post events.Calendar platform and
server will be continually maintained.
2)Complete additional customization for all content relative to the specific
data of COUNTY
3)Complete final site design and construction.
4)Complete all necessary testing requirements of the website.
5)Conduct training sessions for key COUNTY staff.
6)Assist with the planning and execution of official site-launch activities.
7)Provide online access to comprehensive,current traffic data for site.
8)Provide for ongoing maintenance requirements,which shall include:
a.Quarterly and annual updates of all Library content.All costs for
licensed content are included.
b.Regular updates of the Insurance section,where applicable.
c.Nightly updates of State and Federal data in the Legislate section.
d.Updates of Nationwide News content every weekday.
e.Weekly maintenance and updates of Local Links section.
f.Posting of any requested local or special content.
g.IT infrastructure that is monitored and supported 24/365.
h.Prompt replies to all visitors’Feedback inquiries.
i.Monitoring of all Message Board posts,where applicable.
j.Monitoring of all Rate This Agency posts,where applicable.
k.All bandwidth and storage
l.Free updates and upgrades at least once per year.
C.CONTRACTOR,for the existing Network of Care LMS and CEUs Systems,
shall continue to provide support,maintenance and services as described in Exhibit D,“Learning
Management /Education Units,”attached hereto and incorporated by this reference herein.
D.COUNTY’S DBH and DSS shall:
Provide a primary contact and liaison from DBH and DSS to provide
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necessary County data and to receive reports on construction,on-going maintenance and operations
requirements of the three (3)websites,as well as the LMS and CEUs Systems.
2.TERM
This Agreement shall become effective on the 1st day of July,2017 and shall terminate
on the 30th day of June,2020.
This Agreement may be extended for two (2)additional consecutive twelve (12)month
periods upon written approval of both parties no later than sixty (60)days prior to the first day of the
next twelve (12)month extension period.The DBH Director or her designee is authorized to execute
such written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory performance of
this Agreement.
3.TERMINATION
A.Non-Allocation of Funds -The terms of this Agreement,and the services to be
provided thereunder,are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated,the services provided may be modified,or this Agreement
terminated at any time by giving the CONTRACTOR thirty (30)days advance written notice.
B.Breach of Contract -The COUNTY may immediately suspend or terminate this
Agreement in whole or in part,where in the determination of the 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 the
COUNTY;and
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of
any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to the 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 the CONTRACTOR under this Agreement,which
in the judgment of the COUNTY were not expended in accordance with the terms of this Agreement.
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The CONTRACTOR shall promptly refund any such funds upon demand or,at the COUNTY’S option;
such repayment shall be deducted from future payments owing to CONTRACTOR under this
Agreement.
C.Without Cause -Under circumstances other than those set forth above,this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’S DBH Director,or
designee,upon the giving of thirty (30)days advance written notice of an intention to terminate.
Contractor may terminate with appropriate thirty (30)days advance written notice of intent to terminate
transmitted by CONTRACTOR to COUNTY by Certified U.S.Mail,Return Receipt Requested,
addressed to the office of COUNTY as follows:
Director (or designee)
County of Fresno
Department of Behavioral Health
P.O.Box 45003
Fresno,CA.93718-9886
4.COMPENSATION
For services provided as identified in the terms and conditions of this Agreement,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in
accordance with Exhibit A,attached hereto and by this reference incorporated herein.
A.Compensation for Three Network of Care Websites
Maintenance services for the Network of Care for DBH Clients and for the
Network of Care for DSS Seniors and People with Disabilities shall be paid monthly in arrears,based
on CONTRACTOR’S monthly invoice submitted for services provided during the preceding month,
within forty-five (45)days after receipt,verification and approval of CONTRACTOR’S monthly
invoices by COUNTY’S DBH and DSS.Services rendered by CONTRACTOR to develop the
Network of Care for DBH Client Re-Entry shall be paid as a one-time fee of Ten Thousand Dollars and
no/100 ($10,000.00),of which Five Thousand Dollars and No/100 ($5,000.00)shall be paid to
CONTRACTOR upon execution of this Agreement,and the remaining Five Thousand Dollars and
No/100 ($5,000.00)shall be paid to CONTRACTOR upon the acceptance by COUNTY of “Beta
Delivery.”For the purposes of this Agreement,“Beta Delivery”is defined as all stages of technical
development of the Network of Care for DBH Client Re-Entry are completed by CONTRACTOR,
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initiating the two-week internal testing and review period for COUNTY.CONTRACTOR’S Beta
Delivery will occur within 90 days of execution of this Agreement.Upon COUNTY’S review and
approval of CONTRACTOR’S Beta Delivery of the Network of Care for DBH Client Re-Entry,
COUNTY shall compensate CONTRACTOR the final payment of Five Thousand and No/Dollars
($5,000).
The maximum compensation paid by COUNTY to CONTRACTOR under this Agreement
for the Network of Care websites shall not exceed the following amounts:(1)For the period of July 1,
2017 through June 30,2018,,Fifty-Three Thousand Two Hundred and No/100 Dollars ($53,200);(2)
For the period of July 1,2018 through June 30,2019,Forty-Three Thousand Two Hundred and No/100
Dollars ($43,200);(3)For the period of July 1,2019 through June 30,2020,Forty-Three Thousand Two
Hundred and No/100 Dollars ($43,200).
The maximum compensation under this Agreement for the Network of Care websites
for each of the two (2)annual renewal periods shall not exceed the following amounts:July 1,2020
through June 30,2021 shall not exceed Forty-Three Thousand Two Hundred and No/100 Dollars
($43,200);and July 1,2021 through June 30,2022 shall not exceed Forty-Three Thousand Two
Hundred and No/100 Dollars ($43,200).
B.LMS and CEU Systems
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation in the sum of One Dollar and 57/100 ($1.57)per each CEU System user member,and
Ninety Cents and 90/100 ($0.90)per each LMS System user member.Maximum compensation is based
on anticipated Seven Hundred Thirty-Five (735)user members.Actual compensation shall be based on
actual user members as reported and invoiced by CONTRACTOR,but in no event shall actual
compensation exceed the maximum compensation stated below.
In no event shall monthly compensation for LMS and CEU services be in excess of One
Thousand Eight Hundred Fifteen Dollars and No/100 ($1,815.00)during the term of this Agreement.
The maximum compensation paid by COUNTY to CONTRACTOR under this
Agreement for the LMS and CEU services shall not exceed the following amounts:(1)For the period of
July 1,2017 through June 30,2018,Twenty-One Thousand Seven Hundred Eighty-Five and No/100
Dollars ($21,785);(2)For the period of July 1,2018 through June 30,2019,Twenty-One Thousand
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Seven Hundred Eighty-Five and No/100 Dollars ($21,785);(3)For the period of July 1,2019 through
June 30,2020,Twenty-One Thousand Seven Hundred Eighty-Five and No/100 Dollars ($21,785).
The maximum compensation paid by COUNTY to CONTRACTOR under this
Agreement for the LMS and CEU services for each of the two (2)annual renewal periods shall not
exceed the following amounts:For the period of July 1,2020 through June 30,2021 Twenty-One
Thousand Seven Hundred Eighty-Five and No/100 Dollars ($21,785);and for the period of July 1,2021
through June 30,2022 Twenty-One Thousand Seven Hundred Eighty-Five and No/100 Dollars
($21,785),as identified in Exhibit A.
Payment by COUNTY for LMS and CEUs Systems shall be in arrears,based on
CONTRACTOR’S monthly invoice submitted for actual services provided during the preceding month,
within forty-five (45)days after receipt,verification and approval of CONTRACTOR’S monthly
invoices by COUNTY’S DBH.
All expenses incidental to CONTRACTOR'S performance of services under this
Agreement shall be borne by CONTRACTOR.
It is understood by CONTRACTOR that if CONTRACTOR should fail to comply with
any provision of this Agreement,COUNTY shall be relieved of its obligation for further
compensation.
The total maximum compensation paid to CONTRACTOR by COUNTY during the term
of this Agreement shall not exceed Three Hundred Thirty-Four Thousand,Nine Hundred Twenty-Five
and No/100 Dollars ($334,925.00)as identified in Exhibit A,attached hereto and by this reference
incorporated herein.
5.INVOICING
CONTRACTOR shall invoice COUNTY in arrears,by the tenth (10th)day of each
month,for the prior month’s expenditures.
Original invoices for DBH shall be addressed to the Fresno County Department of
Behavioral Health,Adult Outpatient Services,515 S.Cedar Avenue,Office #110,Attention:Staff
Analyst for Trilogy Integrated Resources.In addition,each invoice shall be copied and addressed to
the following:1)Fresno County Department of Social Services,P.O.Box 1912,Fresno CA 93718,
Attention:Staff Analyst for Trilogy Integrated Resources;2)Fresno County Department of Social
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Services,IT Support,3133 N.Millbrook Avenue,Heritage Center,Fresno,CA 93703,Attention:SPA
Manager.
No reimbursement for services shall be made until invoices are received and reviewed by
COUNTY’S DBH.COUNTY,at the discretion of COUNTY’S DBH Director or designee,reserves the
right to deny payment of any invoices received ninety (90)days after services are rendered,or ninety
(90)days following termination or expiration of this Agreement.At the discretion of COUNTY’S DBH
Director or designee,if an invoice is incorrect or is otherwise not in proper form or missing
documentation,COUNTY shall have the right to withhold payment as to only that portion of the
invoice that is incorrect or improper.CONTRACTOR shall continue to provide services pending
correction.However,if the invoice(s)is not corrected to the COUNTY’S DBH and/or DSS’
satisfaction,COUNTY may elect termination or expiration of this Agreement,pursuant to the
termination provisions stated in Section Three (3)of this Agreement.
All invoices for services provided in each fiscal year of this Agreement must be received
within ninety (90)days after the end of that applicable fiscal year.At COUNTY’S option,COUNTY
shall not reimburse CONTRACTOR for any invoices received by COUNTY’S DBH after said ninety
(90)day period.
6.PROHIBITION ON PUBLICITY
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.
Notwithstanding the above,publicity of the services described in Section One (1)of the Agreement
shall be allowed as necessary to raise public awareness about the availability of such specific services
when approved in advance by COUNTY’S DBH Director or designee for such items as written/printed
materials,the use of media (i.e.,radio,television,newspapers)and any other related expense(s).
7.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
CONTRACTORS's officers,agents,and employees will at all times be acting and performing as
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independent contractors,and shall act in an independent capacity and not as an officer,agent,servant,
employee,joint venturer,partner,or 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.However,COUNTY shall retain the right to administer this Agreement so as to
verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
thereof.CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and 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,its instructors,
employees and subcontractors 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 the COUNTY or to this
Agreement.
8.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.
Notwithstanding the above,changes to the budget,attached hereto as Exhibit A,that do
not exceed ten percent (10%)of the maximum compensation payable to CONTRACTOR,may be
made with the written approval of COUNTY’S DBH Director or designee.Said budget line item
changes shall not result in any change to the maximum compensation amount payable to
CONTRACTOR,as stated herein.
9.NON-ASSIGNMENT
Neither party shall assign or transfer this Agreement nor their rights or duties under this
Agreement without the prior written consent of the other party.
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10.SUBCONTRACTS
CONTRACTOR shall obtain written approval from COUNTY’S DBH Director or
designee before subcontracting any of the services delivered under this Agreement as described in
Section One (1)of this Agreement.Any transferee,assignee,or subcontractor will be subject to all
applicable provisions of this Agreement,and all applicable State and Federal regulations.
CONTRACTOR will be required to assume full responsibility for all services and activities covered
by this Agreement,whether or not CONTRACTOR is providing those services directly.Further,
COUNTY will consider CONTRACTOR to be the sole point of contact with regard to contractual
matters,including payment of any and all charges resulting from this Agreement.Any subcontractor
shall be subject to the same terms and conditions that the CONTRACTOR is subject to under this
Agreement.
11.HOLD-HARMLESS
CONTRACTOR agrees to indemnify,save,hold harmless,and at COUNTY'S request,
defend the 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,its officers,agents or employees under this Agreement.In addition,CONTRACTOR
agrees to indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting
from noncompliance herein on the part of the CONTRACTOR.
12.INSURANCE
Without limiting the 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
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($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
One Million Dollars ($1,000,000).Coverage should include owned and non-owned
vehicles used in connection with this Agreement.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.
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)per occurrence,Three Million Dollars
($3,000,000)annual aggregate.CONTRACTOR agrees that it shall maintain,at its
sole expense,in full force and effect for a period of three (3)years following the
termination of this Agreement,one or more policies of professional liability insurance
with limits of coverage as specified herein.
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
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 the COUNTY,its officers,agents and employees shall be
excess only and not contributing with insurance provided under the CONTRACTOR'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
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foregoing policies,as required herein,to the County of Fresno,Department of Behavioral Health,,515
South Cedar Avenue,,Fresno,California,93702,Attention:Staff Analyst for Trilogy Integrated
Resources,stating that such insurance coverage’s have been obtained and are in foil 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 the COUNTY,its officers,
agents and employees,shall be excess only and not contributing with insurance provided under the
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,the COUNTY may,in addition to other remedies it may have,suspend or terminate
this Agreement with the CONTRACTOR upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California.Insurance purchased shall be from companies possessing a current A.M.Best,Inc.rating of
A FSC VII or better.
13.RECORDS
CONTRACTOR shall maintain records of support and maintenance of the three (3)
Network of Care Websites and the LMS and CEUs Systems as described in Section One (1)of this
Agreement.Records are to be maintained by CONTRACTOR and will be delivered to COUNTY’S
DBH and DSS upon request.The records are to be kept up to three (3)years by CONTRACTOR.
COUNTY’S DBH and DSS shall maintain records after expiration or termination of this Agreement.
14.REPORTS
CONTRACTOR shall furnish to COUNTY such statements,records,reports,data,and
other information as COUNTY 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 shall
be deemed sufficient cause for COUNTY to withhold monthly payments until there is compliance.In
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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.
15.MONITORING
CONTRACTOR agrees to extend to COUNTY,COUNTY’S DBH Director,or designee,
the right to review and monitor records,programs or procedures,at any time,in regard to participants,
as well as the overall operation of CONTRACTOR’S programs and services,in order to ensure
compliance with the terms and conditions of this Agreement.
16.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.
17.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal,State of California and/or local laws and regulations relating
to confidentiality.
18.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,Sections 11977
and 11812 of Title 22 of the California Code of Regulations,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,and The Health Information Technology for Economic and Clinical
Health Act (HITECH)regarding the confidentiality and security of patient 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,
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activities or services for or on behalf of COUNTY,as specified in this Agreement,provided that such
use or disclosure shall not violate the HIPAA,USC 1320d el 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 shall protect,from unauthorized access,use,or disclosure of
names and other identifying 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.
CONTRACTOR shall not use such identifying information for any purpose other than carrying out
CONTRACTOR’S obligations under this Agreement.
C.CONTRACTOR shall not disclose any such identifying information to any
person or entity,except as otherwise specifically permitted by this Agreement,authorized by law,or
authorized by the client/patient.
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 a photograph.
E.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
Sectionl 64.524 regarding access by individuals to their PHI.
CONTRACTOR shall make any amendment(s)to PHI in a designated record set at the
request of COUNTY,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
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accordance with 45 CFR Section 164.528.
F.CONTRACTOR shall report to COUNTY,in writing,any knowledge or
reasonable belief that there has been unauthorized access,viewing,use,disclosure,or breach of
Protected Information not permitted by this Agreement,and any breach of unsecured PHI 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 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
Department of Behavioral Health
HIPAA Representative
(559)453-4809
4441 E.Kings Canyon
Fresno,CA 93702
County of Fresno
Dept,of Public Health
Privacy Officer
(559)445-3249
1221 Fulton Mall
Fresno,CA 93721
County of Fresno
Information Technology Services
Information Security Officer
(559)600-5800
2048 N.Fine Avenue
Fresno,CA 93727
G.CONTRACTOR shall make its internal practices,books and records relating to
the use and disclosure of PHI received from COUNTY,or received by the CONTRACTOR on behalf
of COUNTY,available to the United States Department of Health and Human Services upon demand.
H.Safeguards
CONTRACTOR shall implement administrative,physical,and technical safeguards as
required by 45 CFR 164.308,164.310,and 164.312 that reasonably and appropriately protect the
confidentiality,integrity,and availability of PHI,including electronic PHI,that it creates,receives,
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maintains or transmits on behalf of COUNTY;and to prevent access,use or disclosure of PHI other
than as provided for by this Agreement.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 of the following four
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,
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personal,or sensitive data:
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.
I.Mitigation of Harmful Effects
CONTRACTOR shall mitigate,to the extent practicable,any harmful effect
that is 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.
J.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 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.
K.Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance
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
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employment.
L.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 Privacy Officer
shall report the violation to the Secretary of the U.S.Department of Health and Human Services.
M.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.
N.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
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.
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O.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.
P.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.
Q.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.
R.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 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.
S.Regulatory References
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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.
T.Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
shall survive the termination or expiration of this Agreement.
U.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.
19.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 disability,medical condition,marital status,age
or gender,pursuant to all applicable State of California and Federal statutes and regulations.
20.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)(l )[I]),until the expiration of four (4)
years after the furnishing of services under this Agreement,CONTRACTOR shall make available,
upon written request of the Secretary of the United States Department of Health and Human Services,
or upon request of 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 of the Secretary of the United States
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Department of Health and Human Services,or upon request of 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.
21.SINGLE AUDIT CLAUSE
A.If CONTRACTOR expends Seven Hundred Fifty Thousand 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
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 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
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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 section shall be billed to the CONTRACTOR at COUNTY’S
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.
22.NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY
Director,County of Fresno
Department of Behavioral Health
5108 E.Clinton Way,Suite 108
Fresno,CA 93727
Director,County of Fresno
Department of Social Services
P.O.Box 1912
Fresno,CA 93718
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
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.
24.GOVERNING LAW
The parties agree that for the purpose of venue,performance under this Agreement is 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.
CONTRACTOR
Chief Executive Officer (CEO)
Trilogy Integrated Resources,LLC
1101 5th Avenue,Suite 250
San Rafael,CA 94901
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25.ASSURANCES
A.In entering into this Agreement,CONTRACTOR certifies that it is not currently
excluded,suspended,debarred,or otherwise ineligible to participate in the Federal Health Care
Programs:that it has not been convicted of a criminal offense related to the provision of health care
items or services;nor has it been reinstated to participation in the Federal Health Care Programs after a
period of exclusion,suspension,debarment,or ineligibility.If COUNTY learns,subsequent to entering
into a contract,that CONTRACTOR is ineligible on these grounds,COUNTY will remove
CONTRACTOR from responsibility for,or involvement with,COUNTY’S business operations related
to the Federal Health Care Programs and shall remove such CONTRACTOR from any position in which
CONTRACTOR’S compensation,or the items or services rendered,ordered or prescribed by
CONTRACTOR may be paid in whole or part,directly or indirectly,by Federal Health Care Programs
or otherwise with Federal Funds at least until such time as CONTRACTOR is reinstated into
participation in the Federal Health Care Programs.
B.If COUNTY has notice that CONTRACTOR has been charged with a criminal
offense related to any Federal Health Care Program,or is proposed for exclusion during the term on
any contract,CONTRACTOR and COUNTY shall take all appropriate actions to ensure the accuracy
of any claims submitted to any Federal Health Care Program.At its discretion given such
circumstances,COUNTY may request that CONTRACTOR cease providing services until resolution
of the charges or the proposed exclusion.
C.CONTRACTOR agrees that all potential new employees of CONTRACTOR or
subcontractors of CONTRACTOR who,in each case,are expected to perform professional services
under this Agreement,will be queried as to whether (1)they are now or ever have been excluded,
suspended,debarred,or otherwise ineligible to participate in the Federal Health Care Programs;(2)they
have been convicted of a criminal offense related to the provision of health care items or services;and or
(3)they have been reinstated to participation in the Federal Health Care Programs after a period of
exclusion,suspension,debarment,or ineligibility.
1)In the event the potential employee or subcontractor informs CONTRACTOR that
he or she is excluded,suspended,debarred or otherwise ineligible,or has been convicted of a criminal
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offense relating to the provision of health care services,and CONTRACTOR hires or engages such
potential employee or subcontractor,CONTRACTOR will ensure that said employee or subcontractor
does no work,either directly or indirectly relating to services provided to COUNTY.
2)Notwithstanding the above,COUNTY at its discretion may terminate this
Agreement in accordance with Section Three (3)of this Agreement,or require adequate assurance (as
defined by COUNTY)that no excluded,suspended or otherwise ineligible employee or subcontractor
of CONTRACTOR will perform work,either directly or indirectly,relating to services provided to
COUNTY.Such demand for adequate assurance shall be effective upon a time frame to be determined
by COUNTY to protect the interests of COUNTY consumers.
D.CONTRACTOR shall verify (by asking the applicable employees and
subcontractors)that all current employees and existing subcontractors who,in each case,are expected
to perform professional services under this Agreement (1)are not currently excluded,suspended,
debarred,or otherwise ineligible to participate in the Federal Health Care Programs;(2)have not been
convicted of a criminal offense related to the provision of health care items or services;and (3)have
not been reinstated to participation in the Federal Health Care Program after a period of exclusion,
suspension,debarment,or ineligibility.In the event any existing employee or subcontractor informs
CONTRACTOR that he or she is excluded,suspended,debarred or otherwise ineligible to participate in
the Federal Health Care Programs,or has been convicted of a criminal offense relating to the provision
of health care services,CONTRACTOR will ensure that said employee or subcontractor does no work,
either direct or indirect,relating to services provided to COUNTY.
1)CONTRACTOR agrees to notify COUNTY immediately during the term
of this Agreement whenever CONTRACTOR learns that an employee or subcontractor who,in each
case,is providing professional services under this Agreement is excluded,suspended,debarred or
otherwise ineligible to participate in the Federal Health Care Programs,or is convicted of a criminal
offense relating to the provision of health care services.
2)Notwithstanding the above,COUNTY at its discretion may terminate this
Agreement in accordance with the Termination Section of this Agreement,or require adequate
assurance (as defined by COUNTY)that no excluded,suspended or otherwise ineligible employee or
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subcontractor of CONTRACTOR will perform work,either directly or indirectly,relating to services
provided to COUNTY.Such demand for adequate assurance shall be effective upon a time frame to be
determined by COUNTY to protect the interests of COUNTY consumers.
E.CONTRACTOR agrees to cooperate folly with any reasonable requests for
information from COUNTY which may be necessary to complete any internal or external audits
relating to CONTRACTOR’S compliance with the provisions of this Section.
F.CONTRACTOR agrees to reimburse COUNTY for the entire cost of any penalty
imposed upon COUNTY by the Federal Government as a result of CONTRACTOR’S violation of
CONTRACTOR’S obligations as described in this Section.
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:
A.Within the three-year period preceding the Agreement award,they have been
convicted of,or had a civil judgment rendered against them for:
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
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such CONTRACTOR may be immediately voided and terminated for material failure to comply with
the terms and conditions of the award.
CONTRACTOR must sign an appropriate “Certification Regarding Debarment,
Suspension,and Other Responsibility Matters -Primary Covered Transactions”,Exhibit E,attached
hereto and by this reference incorporated herein.Additionally,CONTRACTOR must immediately
advise the County in writing if,during the term of the 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/epIs/gov):or (2)
any of the above listed conditions become applicable to CONTRACTOR.The CONTRACTOR will
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
Only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non¬
profit corporation)or the CONTRACTOR changes its status to operate as a corporation during this
agreement.
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,”Exhibit F,attached hereto
and by this reference incorporated herein,and submitting it to the COUNTY prior to commencing
with the self-dealing transaction or immediately thereafter.
28.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
Fit
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1 understandings of any nature whatsoever unless expre ss ly included in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the da y and
year first hereinabove written .
CONTRACTOR
TRILOGY INTEGRA TED RESOURCES, LLC
Limited Liability Company
COUNTY OF FRESNO
By\~· {L~j_
By ____ ~------------------
BRUCE BRONZAN, President
Trilogy Integrated Resources , LLC
CHAIRMAN, Board of Supervisors
1 6 Date: 517-o l 1 1
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OSRAVI, CEO
tegrated Resources , LLC
Date : _.6_/_~_1_1_1 ___ _
Mailin~ Address:
1101 5 Avenue, Suite 250
San Rafael , CA 94901
Phone No.: (415) 458-5900
Contact: Afshin Khosravi, CEO
By ~ C\~t»p, ~
BERNICE E . SEIDEL, Clerk
Board of Supervisors
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PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
APPROVED AS TO ACCOUNTING FORM:
OSCAR J.GARCIA,CPA,AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
REVIEWED AND RECOMMENDED FOR APPROVAL:
By
DAWAN UTECHT,Director
Department of Behavioral Health
V v M?NT\
DELFmO NEIRA,DirectX
Department of Social Services
PLEASE SEE ADDITIONAL PAGE
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Fund/Subclass:
Organization:
Account/Program:
Fund/Subclass:
Organization:
Account/Program:
Fund/Subclass:
Organization:
Account/Program:
0001/10000
56108550
7295/0 ($21,600)DSS Website Support/Maintenance
($21,600)DSS Website Support/Maintenance
($21,600)DSS Website Support/Maintenance
($21,600)DSS Website Support/Maintenance
($21,600)DSS Website Support/Maintenance
0001/10000
56302003
7295/0 ($10,000)One Time Fee-Client Re-Entry Website
($21,600)DBH Website Support/Maintenance
($21,600)DBH Website Support/Maintenance
($21,600)DBH Website Support/Maintenance
($21,600)DBH Website Support/Maintenance
($21,600)DBH Website Support/Maintenance
0001/10000
56304756
7295/0 ($21,785)DBH -LMS and CEUs Systems
($21,785)DBH -LMS and CEUs Systems
($21,785)DBH -LMS and CEUs Systems
($21,785)DBH -LMS and CEUs Systems
($21,785)DBH -LMS and CEUs Systems
FY 2017-18
FY 2018-19
FY 2019-20
FY 2020-21
FY 2021-22
FY 2017-18
FY 2017-18
FY 2018-19
FY 2019-20
FY 2020-21
FY 2021-22
FY 2017-18
FY 2018-19
FY 2019-20
FY 2020-21
FY 2021-22
30
TRILOGY INTEGRATED RESOURCES,LLC
NETWORK OF CARE Exhibit A
FISCAL YEARS:2017-18;2018-19;2019-20;2020-21 and 2021-22
3 rNetwork of Care web sites:(1)DBH Cllents/Faniiiies/Commonsty:{2)DBH Re-Entry Clients;(3)DSS Seniors
Maximum Compensation Per Fiscal Year Contract
Maximum
Dlepartments
Web site
name
Total
Per Month
FY
2017-18
FY
2018-19
FY
2019-20
FY
2020-21
FY
2021-22
DBH 1 $1,800 $21,600 $21,600 $21,600 $21,600 $21,600 $108,000
DBH 2 one time fee $10,000 $0 $0 $0 $0 $10,000
DSS 3 $1,800 $21,600 $21,600 $21,600 $21,600 $21,600 $108,000
Totals:$3,600 $53,200 $43,200 $43,200 $43,200 $43,200 $226,000
DBH Costs Paid by Mental Health Realignment Funds (Org.56302003)
DSS Costs paid by State and Federal Social Service Funis (Org 56107630)
Learning Management System (LMS)and Continuing Education Units System (CEUs)
LMS &CEU DBH Staff
and Vendors
Total
Per Month
Total
Per Year Maximum Compensation Per Fiscal Year Contract
Maximum
LMS cost CEU cost CEU &LMS
max users
FY
2017-18
FY
2018-19
FY
2019-20
FY
2020-21
FY
2021-22
DBH $0.90 1.57 735 $1,815 $21,785 $21,785 $21,785 $21,785 $21,785 $21,785 $108,925
Totals:$0.90 $1.57 735 $1,815 $21,785 $21,785 $21,785 $21,785 $21,785 $21,785 $108,926
Per/Member
Per/Month $0.90 $1.57 $2.47
Funded with Mental Health Services Act,Workforce Education and Training Funds (Org.56304756)
TOTAL CONTRACT MAXIMUM COMPENSATION $334.926
Exhibit B
Trilogy Integrated Resources,LLC
Monthly Maintenance Performed
on the Network of Care for Behavioral Health Clients
•Ongoing maintenance of the Service Directory database.Content managers
process Online Requests submitted by site visitors.Content managers processed
all requests by personally responding to each update via email and phone.Content
managers personally verified all updated facts.Content managers then manually
updated each listing with the verified information.
•Updates and additions to all content within the Library as needed.This includes
maintenance of more than 14,500 articles and fact sheets in the MH Library from
multiple sources;continuous programmatic maintenance of search functionality
for the overall Library as well as the Medications,Medical Tests,Support Groups
and Symptom Checker sections;quarterly updates of all Healthwise content;
ongoing review and update of all other content by NOC content managers;and
maintenance and updates of Spanish content.All costs for licensed content are
included in monthly maintenance.
•Nightly updates of all State and Federal bill information in the Legislate section,
as well as legislator contact information,committee assignments,and other
legislator data.
®Updates to the Insurance section as needed.Low-Cost Insurance programs are
reviewed annually by content managers and updated by engineering staff as
needed.
•Two Nationwide News stories are posted twice daily to the homepage.Content
managers review more than 3,000 articles daily to select these posted articles;
headlines are customized for each product.Programmers maintain this daily
admin functionality,as well as the Archives on both products.
®Weekly maintenance of Local,State and National Links,with ongoing updates as
needed/requested.Once per week,the engineering staff runs a program to check
all links on the MH site.The resulting reports are then reviewed by content
managers,who manually remove inactive links.Inactive links are checked weekly
until content managers verify that they're operational and manually restore them
to the NOC again.
•Replies to all visitors’email and telephone inquiries within 24 hours.Full-time
content staff research and reply to all site-visitor inquiries received via all
Feedback,Message Board,Social Network of Care,and other site-related sources,
as well as inquiries received by phone (unless the nature of the message requires
Exhibit B
no reply,such as meeting announcements).When messages of an urgent nature
are received,content managers immediately contact the corresponding NOC
admin/contact person by email and phone until the message is delivered for
followup at the local level.
•Monitoring of all "Review This Agency"posts in the Service Directory.Content
managers use admin tools to swiftly remove all inappropriate posts.
•Maintenance of free “Build Your Own Site”software in the For Providers
sections of the MH site.Engineering staff supports free hosting,unlimited pages,
and troubleshooting as needed (i.e.,when users cannot locate their sites,etc.).
Content team provides support to any users who request it,usually by requesting
their phone numbers and calling them directly to expedite solutions.
®24/7/365 technical support.
•All bandwidth and storage.
Exhibit C
Trilogy Integrated Resources,LLC
Monthly Maintenance Performed on the Network of Care
for the Department of Social Services
Seniors &People with Disabilities
•Ongoing maintenance of the Service Directory database.Content managers process
Online Requests submitted by site visitors.Content managers process all requests by
personally responding to each update via email and phone.Content managers personally
verify all updated facts.Content managers then manually update each listing with the
verified information.
•Updates and additions to all content within the Library as needed.This includes
maintenance of more than 14,500 articles and fact sheets in the Library from multiple
sources;continuous programmatic maintenance of search functionality for the overall
Library as well as the Medications,Medical Tests,Support Groups and Symptom
Checker sections;quarterly updates of all Healthwise content;and ongoing review and
update of all other content by NOC content managers.All costs for licensed content are
included in monthly maintenance.
•Nightly updates of all State and Federal bill information in the Legislate section,as well
as legislator contact information,committee assignments,and other legislator data.
•Two ^Nationwide News stories are posted twice daily to the homepage.Content managers
review more than 3,000 articles daily to select these posted articles;headlines are
customized for each product.Programmers maintain this daily admin functionality,as
well as the Archives on both products.
•Weekly maintenance of Local,State and National Links,with ongoing updates as
needed/requested.Once per week,the engineering staff runs a program to check all links
on the site.The resulting reports are then reviewed by content managers,who manually
remove inactive links.Inactive links are checked weekly until content managers verify
that they're operational and manually restore them to the NOC again.
•Replies to all visitors’email and telephone inquiries within 24 hours.Full-time content
staff research and reply to all site-visitor inquiries received via all Feedback,Message
Board,Social Network of Care,and other site-related sources,as well as inquiries
received by phone (unless the nature of the message requires no reply,such as meeting
announcements).When messages of an urgent nature are received,content managers
immediately contact the corresponding NOC admin/contact person by email and phone
until the message is delivered for followup at the local level.
•Monitoring of all "Review This Agency"posts in the Service Directory.Content
managers use admin tools to swiftly remove all inappropriate posts.
Exhibit C
•Maintenance of free “Build Your Own Site”software in the For Providers sections of the
site.Engineering staff supports free hosting,unlimited pages,and troubleshooting as
needed (i.e.,when users cannot locate their sites,etc.).Content team provides support to
any users who request it,usually by requesting their phone numbers and calling them
directly to expedite solutions.
•24/7/365 technical support.
•All bandwidth and storage.
•Unlimited provider access to the Network of Care Referral Application.
Exhibit D
Trilogy Integrated Resources,LLC
Learning Management System /Continued Education Overview
Support and Ongoing Maintenance
The Network of Care Learning Management System (LMS)enables Fresno County to develop,
deliver,manage and track a wide variety of learning and training experiences and administrative
reporting tasks.All of these services are provided through an Internet-based learning portal that
Trilogy Integrated Resources hosts and maintains.
The system is flexible and scalable,allowing Fresno County to upgrade and use any function of
the system that they deem appropriate.Fresno County can start out using the course management
services and expand to full online course delivery services,if needed.
By implementing our system,Fresno County will be able to:
®Quickly launch and deploy developed courses to an unlimited audience.
®Save money by decreasing time spent by managers and administrators on database
problems and system downtime or outages,as our hosted eLearning solution requires
little or no technical support or development.We take care of the technology.There are
also no large initial or ongoing investments in hardware,software,upgrades or licensing
costs.
•Increase staff satisfaction and credibility by having a consistent,dependable learning
management system which users can access 24/7.
•Request and receive real-time information through an automated,easy-to-use reporting
function.A host of standard reports on attendance,progress,performance,or activity,are
easily run and exported to meet your requirements.
•Provide staff and administrators with an updatable,centralized repository for learning
content,forms,certificates,records,and results,ending the need for duplication across a
variety of channels.
•Enable staff to use this online system to learn about,register,pay for,and track their
progress and completion through courses.Automated communication functions will
provide users with e-mail confirmations,notifications and reminders.
•Provide users with updated links to information,training and other resources as deemed
useful.
•Use an intuitive and user-friendly interface for the student and the administrator.
•Offer multiple learning approaches seamlessly -online,self-paced,facilitated,classroom-in one integrated environment.
•Provide at the staffs option a comprehensive,customizable,multilevel catalog of high-
quality courses.
Exhibit D
•Complete online course enrollment and registration transactions -from course selection
and signup to payment.
•Manage continuing education and course completion certificates.
•Track and report:
•Staff profile data,progress,assessment scores,evaluation completions and
certifications.
•Administrative reports on system usage,course activity,survey and assessment
reports,all of which are exportable to meet your requirements.
•Communication capabilities including e-mail responses,confirmations,
reminders,event calendars and system wide messages.
Ongoing Maintenance
Network of Care’s Learning Management System is a complete turnkey solution.We provide
agencies with quality service and continued support,including 99-percent uptime and 24/7/365
support.
Exhibit E
Page 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 providingthecertificationsetoutbelow.
2.The inability of a person to provide the certification required below will not necessarilyresultindenialofparticipationinthiscoveredtransaction.The prospective participant shallsubmitanexplanationofwhyitcannotprovidethecertificationsetoutbelow.Thecertificationorexplanationwillbeconsideredinconnectionwiththedepartmentoragency's determination whether to enter into this transaction.However,failure of theprospectiveprimaryparticipanttofurnishacertificationoranexplanationshalldisqualifysuchpersonfromparticipationinthistransaction.
3.The certification in this clause is a material representation of fact upon which reliance wasplacedwhenthedepartmentoragencydeterminedtoenterintothistransaction.If it islaterdeterminedthattheprospectiveprimaryparticipantknowinglyrenderedanerroneouscertification,in addition to other remedies available to the Federal Government,thedepartmentoragencymayterminatethistransactionforcauseordefault.
4.The prospective primary participant shall provide immediate written notice to thedepartmentoragencytowhichthisproposalissubmittedifatanytimetheprospectiveprimaryparticipantlearnsthatitscertificationwaserroneouswhensubmittedorhasbecomeerroneousbyreasonofchangedcircumstances.
5.The terms covered transaction,debarred,suspended,ineligible,participant,person,primary covered transaction,principal,proposal,and voluntarily excluded,as used in thisclause,have the meanings set out in the Definitions and Coverage sections of the rulesimplementingExecutiveOrder12549.You may contact the department or agency to whichthisproposalisbeingsubmittedforassistanceinobtainingacopyofthoseregulations.
6.Nothing contained in the foregoing shall be construed to require establishment of a systemofrecordsinordertorenderingoodfaiththecertificationrequiredbythisclause.Theknowledgeandinformationofaparticipantisnotrequiredtoexceedthatwhichisnormallypossessedbyaprudentpersonintheordinarycourseofbusinessdealings.
Exhibit E
Page 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 aciviljudgmentrenderedagainstthemforcommissionoffraudoracriminaloffenseinconnectionwithobtaining,attempting to obtain,or performing a public (Federal,Stateorlocal)transaction or contract under a public transaction;violation of Federal or Stateantitruststatutesorcommissionofembezzlement,theft,forgery,bribery,falsification ordestructionofrecords,making false statements,or receiving stolen property;
(c)Have not within a three-year period preceding this application/proposal had one ormorepublictransactions(Federal,State or local)terminated for cause or default.
(2)Where the prospective primary participant is unable to certify to any of the statements inthiscertification,such prospective participant shall attach an explanation to this proposal.
Signature:Date:
(Printed Name &Title)(Name of Agency or Company)
Exhibit F
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 F
Page 2 of 2
(If 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: