HomeMy WebLinkAboutAgreement A-18-438 with EZappt, LLC.pdfCOUNTY OF FRESNO
Fresno, CA
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AGREEMENT
This Agreement is made and entered into this ______ day of _____________ 2018, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as “COUNTY”, and EZappt, LLC, a Private For-Profit Organization, whose address is
12020 S. Warner-Elliot Loop, Ste. 101, Phoenix, Arizona 85044, hereinafter referred to as
"CONTRACTOR."
W I T N E S S E T H:
WHEREAS, COUNTY through its Department of Social Services (DSS) conducts interviews as
a part of the benefits issuance process; and
WHEREAS, COUNTY has a need for an Automated Client Appointment Management System
to schedule client appointments, consolidate scheduling calendars, and balance assignments to
increase efficiency; and
WHEREAS, CONTRACTOR developed and maintains an Automated Client Appointment
Management System specifically for assisting COUNTY staff to schedule client appointments,
consolidate scheduling calendars, and balance assignments to increase efficiency; and
WHEREAS, COUNTY has continuously used CONTRACTOR’s Automated Client
Appointment Management System since February 2, 2010 and has a need to continue using it and to
have CONTRACTOR continue to maintain the System and to provide enhancements at COUNTY’s
request; and
WHEREAS, CONTRACTOR is willing to provide ongoing maintenance and enhancement of
the Automated Client Appointment Management System.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1.SERVICES
CONTRACTOR shall perform all services and fulfill all responsibilities as identified in
Exhibit A, Summary of Services, attached hereto and by this reference incorporated and made part of
this Agreement.
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Agreement No. 18-438
7th August
COUNTY OF FRESNO
Fresno, CA
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2.TERM
The term of this Agreement shall be for a period of twenty-three (23) months, commencing on
August 7, 2018 through and including June 30, 2020. This Agreement may be extended for three (3)
additional consecutive twelve (12) month periods upon the written approval of both parties no later
than thirty (30) days prior to the first day of the next twelve (12) month extension period. The DSS
Director, or designee, is authorized to execute such written approval on behalf of COUNTY based on
CONTRACTOR’s satisfactory performance
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 CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to COUNTY;
4)Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to
COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of
COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall
promptly refund any such funds upon demand or, at COUNTY’s option, such repayment shall be
deducted from future payments owing to CONTRACTOR under this Agreement.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
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designee, upon thirty (30) days advance written notice of an intention to terminate the Agreement.
4.COMPENSATION
For actual services provided as identified in the terms and conditions of this Agreement,
including Exhibit A, COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation in accordance with Exhibit B, Rate Sheet, attached hereto and by this reference
incorporated and made part of this Agreement. Payment shall be made upon certification or other
proof satisfactory to COUNTY’s DSS that services have actually been performed by CONTRACTOR
as specified in this Agreement.
In no event shall services performed under this Agreement be in excess of Eighty
Thousand and No/100 Dollars ($80,000.00) for the initial twenty-three (23) month term and Thirty
Thousand and No/100 Dollars ($30,000.00) for each consecutive twelve (12) month term. The
cumulative total of this Agreement shall not be in excess of One Hundred and Seventy Thousand and
No/100 Dollars ($170,000.00). It is understood that all expenses incidental to CONTRACTOR’s
performance of services under this Agreement shall be borne by CONTRACTOR.
Except as provided below regarding State payment delays, payments by COUNTY shall
be in arrears, for services provided during the preceding month, within forty-five (45) days after
receipt, verification, and approval of CONTRACTOR’s invoices by COUNTY’s DSS. If
CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be
relieved of its obligation for further compensation. All final claims and / or any final budget
modification requests shall be submitted by CONTRACTOR within sixty (60) days following the final
month of service for which payment is claimed. No action shall be taken by COUNTY on claims
submitted beyond the sixty (60) day closeout period. Any compensation which is not expended by
CONTRACTOR pursuant to the terms and conditions of this Agreement shall automatically revert to
COUNTY.
The services provided by CONTRACTOR under this Agreement are funded in whole or
in part by the State of California. In the event that funding for these services is delayed by the State
Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment
shall not exceed the amount of funding delayed by the State Controller to COUNTY. The period of
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time of the deferral by COUNTY shall not exceed the period of time of the State Controller’s delay of
payment to COUNTY plus forty-five (45) days.
5.INVOICING
CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) day of each month
for actual expenses incurred and services rendered in the previous month to:
DSSInvoices@co.fresno.ca.us. Invoices shall include all corresponding documentation submitted and
identified by line item, as identified in Exhibit B. Supporting documentation shall include but is not
limited to receipts, invoices received, and documented administrative / overhead costs. No
reimbursement for services shall be made until invoices, reports and outcomes are received, reviewed
and approved by COUNTY’s DSS.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or substance, COUNTY’s DSS Director or designee shall have the right
to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a
period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety
(90) day period, the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions
stated in Section Three (3) of this Agreement. In addition, for invoices received ninety (90) days after
the expiration of each term of this Agreement or termination of this Agreement, at the discretion of
COUNTY’s DSS Director or designee, COUNTY’s DSS shall have the right to deny payment of any
additional invoices received.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no
right to control or supervise or direct the manner or method by which CONTRACTOR shall perform
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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 shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to COUNTY or to this Agreement.
7.MODIFICATION
A.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.
B.Notwithstanding the above, changes to line items in the budget, attached hereto
as Exhibit B, in an amount not to exceed ten percent (10%) of the total maximum compensation as
identified in Section Four (4) of this Agreement, may be made with the written approval of
COUNTY’s DSS Director or designee and CONTRACTOR. Budget line item changes shall not result
in any change to the maximum compensation amount payable to CONTRACTOR, as stated herein.
C.CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and / or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State
and Federal funding availability, as stated in Section Four (4) in this Agreement. CONTRACTOR
further understands that this Agreement is subject to any restrictions, limitations or enactments of all
legislative bodies which affect the provisions, term, or funding of this Agreement in any manner.
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8.NON-ASSIGNMENT
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9.HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
defend COUNTY, its officers, agents and employees from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
agents, or employees under this Agreement, and from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims, and losses occurring or resulting to any
person, firm, or corporation who may be injured or damaged by the performance, or failure to
perform, of CONTRACTOR, 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.
10.INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
following insurance policies throughout the term of this Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
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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.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the
County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing
with insurance provided under 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
foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno,
California, 93718-1912, Attention: Contracts, stating that such insurance coverages have been
obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR’s policies herein; and that this insurance
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shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given
to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, COUNTY may, in addition to other remedies it may have, suspend, or terminate this
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
of A FSC VII or better.
11.CONFIDENTIALITY AND MEDI-CAL PRIVACY
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 including, but not limited to: California Welfare and Institutions Code Sections 10850
and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; and the California
Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H. In
addition, all services performed by CONTRACTOR under this Agreement shall also be in
conformance with the Medi-Cal Data Privacy and Security Agreement between the California DHCS
and the County of Fresno (hereinafter referred to as “the Medi-Cal Data Agreement”) that is then in
effect, which is by this reference incorporated herein. The current Medi-Cal Data Agreement is
available upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. The purpose
of this section is to assure that all applications and records concerning program recipients shall be kept
confidential and shall not be opened to examination, publicized, disclosed, or used for any purpose not
directly connected with the administration of the program. CONTRACTOR shall inform all of its
employees, agents, officers, and subcontractors of this provision; and that any person knowingly and
intentionally violating this provision is guilty of a misdemeanor.
12.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
ethnic group identification, gender, gender identity, gender expression, sexual orientation, color,
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physical disability, mental disability, medical condition, national origin, race, ancestry, marital status,
religion, or religious creed, pursuant to all applicable State of California and Federal statutes and
regulations.
13.CONFLICT OF INTEREST
No officer, agent, or employee of COUNTY who exercises any function or
responsibility for planning and carrying out the services provided under this Agreement shall have any
direct or indirect personal financial interest in this Agreement. In addition, no employee of COUNTY
shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.
CONTRACTOR shall also comply with all Federal, State of California, and local conflict of interest
laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this
Agreement and any officer, agent, or employee of COUNTY.
14.CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or
potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a
refusal to actively participate in a religious practice. Any specifically religious activity or service
made available to individuals by CONTRACTOR must be voluntary as well as separate in time and
location from County funded activities and services. CONTRACTOR shall inform COUNTY as to
whether it is faith-based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of
its policy on referring individuals to an alternate treatment provider, and include a copy of this policy
in its client admission forms. The policy must inform individuals that they may be referred to an
alternative provider if they object to the religious nature of the program, and include a notice to DSS.
Adherence to this policy will be monitored during annual site reviews, and a review of client files. If
CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
report to DSS the number of individuals who requested referrals to alternate providers based on
religious objection.
15.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.,
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purchasing of tickets / tables, silent auction donations, etc.) for the purpose of self-promotion.
16.DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of
COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with
COUNTY for the purpose of providing services under this Agreement must employ adequate data security
measures to protect the confidential information provided to CONTRACTOR by COUNTY, including but not
limited to the following:
A.Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to COUNTY
networks via personally owned mobile, wireless or handheld devices, except when authorized by COUNTY for
telecommuting and then only if virus protection software currency agreements are in place, and if a secure
connection is used.
B.Contractor-Owned Computers or Computer Peripherals may not brought into COUNTY for
use, including and not limited to mobile storage devices, without prior authorization from COUNTY’s Chief
Information Officer or her designee. Data must be stored on a secure server approved by COUNTY and
transferred by means of a VPN (Virtual Private Network) connection, or another type of secure connection of
this type if any data is approved to be transferred.
C.County-Owned Computer Equipment – CONTRACTOR or anyone having an employment
relationship with COUNTY may not use COUNTY computers or computer peripherals on non-COUNTY
premises without prior authorization from COUNTY’s Chief Information Officer or her designee.
D.CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on any hard-
disk drive.
E.CONTRACTOR is responsible to employ strict controls to insure the integrity and security of
COUNTY’s confidential information and to prevent unauthorized access to data maintained in computer files,
program documentation, data processing systems, data files and data processing equipment which stores or
processes COUNTY data internally and externally.
F.Confidential client information transmitted to one party by the other by means of electronic
transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT or higher.
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Additionally, a password or pass phrase must be utilized.
G.CONTRACTOR is responsible to immediately notify COUNTY of any breaches or potential
breaches of security related to COUNTY’s confidential information, data maintained in computer files, program
documentation, data processing systems, data files and data processing equipment which stores or processes
COUNTY data internally or externally.
H.In the event of a breach of security related to COUNTY’s confidential client information
provided to CONTRACTOR, COUNTY will manage the response to the incident, however, CONTRACTOR
will be responsible to issue any notification to affected individuals as required by law or as deemed necessary
by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a result of
providing the required notification. When no longer needed, all Medi-Cal Personally Identifiable Information,
as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County
of Fresno, (hereinafter referred to as “the Medi-Cal Data Agreement”), whether stored in print or electronic
format, must be destroyed or disposed of through confidential means, as described in the Medi-Cal Data
Agreement. The current Medi-Cal Data Agreement is available upon request or can be viewed at:
http://www.FresnoCountyCA.gov/MediCalPrivacy/.
I.The requirements in this Data Security provision shall apply to CONTRACTOR’s
subcontractors, if any.
17.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if CONTRACTOR is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
status to operate as a corporation.
Members of 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 CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C, “Self-Dealing
Transaction Disclosure Form”, and by this reference incorporated herein, and submitting it to
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COUNTY prior to commencing with the self-dealing transaction or immediately thereafter.
18.AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as COUNTY may
deem necessary, make available to COUNTY for examination all of its records and data with respect
to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit
COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State of California Auditor
General for a period of three (3) years after final payment under contract (California Government
Code section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal
review process and comply with all final determinations rendered by the COUNTY’s fiscal review
process. If COUNTY reaches an adverse decision regarding CONTRACTOR’s services to
consumers, it may result in the disallowance of payment for services rendered, or in additional
controls to the delivery of services, or in the termination of this Agreement, at the discretion of
COUNTY’s DSS Director or designee. If as a result of COUNTY’s fiscal review process a
disallowance is discovered due to CONTRACTOR’s deficiency, CONTRACTOR shall be financially
liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be
adjusted from CONTRACTOR’s future payments, at the discretion of COUNTY’s DSS Director or
designee. In addition, COUNTY shall have the sole discretion in the determination of fiscal review
outcomes, decisions and actions.
19.NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CONTRACTOR
Director, County of Fresno EZappt, LLC.
Department of Social Services Lynn Sweet, CEO
PO BOX 1912 12020 S Warner Elliot Loop
Fresno, CA 93718-1912 Phoenix, AZ 85044
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20.CHANGE OF LEADERSHIP / MANAGEMENT
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.
In the event of any change in the status of CONTRACTOR’S leadership or
management, CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from
the date of change. Such notification shall include any new leader or manager’s name, address and
qualifications. “Leadership or management” shall include any employee, member, or owner of
CONTRACTOR who either a) directs individuals providing services pursuant to this Agreement, b)
exercises control over the manner in which services are provided, or c) has authority over
CONTRACTOR’s finances.
21.GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
22.ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first hereinabove written.
ATTEST:
CONTRACTOR:
EZappt.LLC
By c;/;!!!J:
Lynn Sweet, CEO
EZappt.LLC
Mailing Address:
PO Box 197,
Gilbert, AZ 85299-0197
Phone No.(480) 229-9294
Contact: Lynn Sweet
FOR ACCOUNTING USE ONLY:
Organization: 56108550
Account/Program: 7295
Requisition No.: XXXXXXXXX
COUNTY OF FRESNO
Fresno
ATTEST:
Bernice E. Seidel,
hairperson of the
rvisors of the County of
Clerk of the Board of Supervisors
County of Fresno, State of California
By (f\.[»: • ¼
DepuLy
COUNTY OF :FRE&'-JO
Fresno, Ci\
Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: EZappt, LLC
ADDRESS: PO Box 197 Gilbert, AZ 85299-0197
TELEPHONE: (602)377-6850 or (480) 229-9294
CONTACTS: Lynn Sweet
E MAIL: Lynn.Sweet@Ezappt.com
CONTRACT TERMS: August 7, 2018 – June 30, 2020
July 1, 2020 – June 30, 2021
July 1, 2021 – June 30, 2022
July 1, 2022 – June 30, 2023
CONTRACT AMOUNT: $170,000.00
SUMMARY OF SERVICES
CONTRACTOR shall provide continued maintenance and support for the EZappt Automated Client
Appointment Management System. CONTRACTOR will also provide enhancements if requested by the
Department of Social Services (DSS). Support for the Automated Client Appointment Management
System will be provided through both onsite and offsite means.
CONTRACTOR shall be responsible for the following
A.As necessary, or when requested by DSS, update the Automated Client Appointment
Management System.
B.W hen functionality enhancements or programming changes are requested by DSS,
CONTRACTOR shall update the Automated Client Appointment Management System as
specified by DSS. CONTRACTOR shall follow the following process to implement
functionality enhancements or programming changes.
i.CONTRACTOR shall meet with DSS via phone to define the project scope, budget, and
delivery dates for the requested enhancements or programming changes.
ii.Before building the requested enhancement or programming changes, CONTRACTOR
shall provide DSS with the budget, timeline of delivery dates, technical
designs/workflows, and/or programming specifications as requested by DSS.
Exhibit A
Page 2 of 3
iii.Once approval has been given by DSS, CONTRACTOR shall make the requested
enhancement or programming changes.
1.Should CONTRACTOR require additional time to finish requested enhancements
or programming changes, CONTRACTOR shall contact DSS in advance of the
delivery date and provide a written request for extension.
iv.Once work has been completed, documentation for the requested enhancements and
programming changes will be provided to DSS for final review.
v.Once final approval has been given by DSS, CONTRACTOR shall deploy all
functionality enhancements and programming changes.
vi.Once the functionality enhancements and programming changes have been
implemented, CONTRACTOR shall continue to provide technical support for the updated
software and notify DSS within two business days should CONTRACTOR identify a
demonstrable software issue.
C.Respond to and address all identified software issues and problems with the existing
Automated Client Appointment Management System as follows.
i.When DSS identifies a demonstrable software issue, CONTRACTOR shall meet with
DSS via phone to fully define the software problem, elaborate on the cause, and identify
feasible solutions to the identified issue. Once completed, DSS and CONTRACTOR
shall agree upon the solution and delivery date, and identify all costs associated with the
solution.
1.CONTRACTOR shall meet with DSS via phone no later than two business days
after being notified of the software issue.
ii.Should CONTRACTOR require additional time to resolve the identified issue,
CONTRACTOR shall contact DSS in advance of the initial delivery date and provide a
written request for extension.
iii.Once the solution has been completed, DSS reserves the ability to review work done
prior to the final implementation of the solution.
iv.Once authorization from DSS has been given to implement the solution, CONTRACTOR
shall apply all updates to the Automated Client Appointment Management System and
inform DSS when the update has been completed.
v.Once the solution has been implemented, CONTRACTOR shall continue to provide
technical support for the updated software and notify DSS within two business days
should CONTRACTOR identify a demonstrable software issue.
D.Provide online email support 24/7, and phone support during normal business hours (8 am to
6 pm PST). CONTRACTOR must respond to online, email, and phone requests within two
business days from initial contact.
E.CONTRACTOR will meet with DSS via conference call as often as required by DSS for
service coordination, problem/issue resolution, information sharing, and review and
monitoring of services.\
Exhibit A
Page 3 of 3
DSS shall be responsible for the following:
A. Provide instruction and approval for all enhancements requested by DSS.
B. Provide delivery dates for solutions for all identified software issues and requested
enhancements.
C. Meet with designated CONTRACTOR staff as needed for service coordination,
problem/issue resolution, information sharing, and review and monitoring of services.
Minimum Performance Requirements:
A. CONTRACTOR must meet 90% of agreed upon delivery dates for all software updates and
enhancements.
B. CONTRACTOR must respond to 100% of all service requests within two business days.
Exhibit B
Page 1 of 1
Rate Sheet EZappt, LLC
Automated Client Appointment Management System
Annual Support and Maintenance Quantity Unit Cost TOTAL
August 2018 thru June 2019 – (Billed Annually) 1 16,100.00 16,100.00
July 2019 thru June 2020 – (Billed Annually) 1 16,500.00 16,500.00
July 2020 thru June 2021 – (Billed Annually) 1 16,900.00 16,900.00
July 2021 thru June 2022 – (Billed Annually) 1 17,300.00 17,300.00
July 2022 thru June 2023 – (Billed Annually) 1 17,700.00 17,700.00
Software Extended Support Quantity Unit Cost TOTAL
August 2018 thru June 2019 (Billed Hourly) 339 100 33,900.00
July 2019 thru June 2020 (Billed Hourly) 135 100 13,500.00
July 2020 thru June 2021 (Billed Hourly) 131 100 13,100.00
July 2021 thru June 2022 (Billed Hourly) 127 100 12,700.00
July 2022 thru June 2023 (Billed Hourly) 123 100 12,300.00
Exhibit C
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 C
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: