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HomeMy WebLinkAboutP-24-355 Excellesoft.pdf P-24-355 County of Fresno SERVICE AGREEMENT This Service Agreement ("Agreement') is made and entered into by and between FRESNO COUNTY IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHORITY, a corporate public body, ("IHSS PA") and Excellesoft Partners, LLC, a California limited-liability company, whose address is 6520 Lonetree Boulevard #1030, Rocklin CA, 95765 ("Contractor"). Recitals A. The IHSS PA requires the use of a care provider registry for the provision of assistance to IHSS recipients in finding IHSS care provider. B. The IHSS PA and Contractor entered into Agreement P-19-355-0 for the licensing of the Nexus Care Provider Registry. C. The IHSS PA and Contractor desire to continue coordinate services in order to provide the IHSS PA with a software solution to maintain and support the care provider registry database by performing the task of provider management and consumer-provider matching. The parties therefore agree as follows: Article 1 Contractor's Services 1.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit A to this Agreement, titled "Scope of Services," and pursuant to the program expenses detailed in Exhibit B, titled "Budget." 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and able to perform all of the services provided in this Agreement. 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Agreement, including but not limited to workers compensation, labor, and confidentiality laws and regulations. P-24-355 County of Fresno Article 2 IHSS PA's Responsibilities 2.1 The IHSS PA shall meet all obligations provided in Exhibit A to this Agreement, titled "Scope of Services." Article 3 Compensation, Invoices, and Payments 3.1 The IHSS PA agrees to pay, and the Contractor agrees to receive, compensation for the performance of its services under this Agreement as described in Exhibit B to this Agreement, titled "Budget." 3.2 The services provided by the Contractor under this Agreement are funded in whole or in part by the State of California and/or the United States Federal government. In the event that funding for these services is delayed by the State Controller or the Federal government, the IHSS PA may defer payment to the Contractor. The amount of the deferred payment shall not exceed the amount of funding delayed to the IHSS PA. The period of time of the deferral by the IHSS PA shall not exceed the period of time of the State Controller's or Federal government's delay of payment to IHSS PA plus forty-five (45) days. 3.3 Maximum Compensation. The maximum compensation payable to the Contractor under this Agreement is set forth in Exhibit B to this Agreement. In no event shall compensation paid for services performed under this Agreement be in excess of Eighty-Seven Thousand, Fifty-Four and no/100 Dollars ($87,054) during the term of this Agreement. 3.4 The Contractor acknowledges that the IHSS PA is a corporate public body and does so with notice that the IHSS PA's powers are limited by the California Constitution and by State law, and with notice that the Contractor may receive compensation under this Agreement only for services performed according to the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount payable under this section. The Contractor further acknowledges that IHSS PA employees have no authority to pay the Contractor except as expressly provided in this Agreement. P-24-355 County of Fresno 3.5 Invoices. The Contractor shall submit invoices once at the beginning of each Agreement period for the Annual Subscription Fee for the Nexus Registry as described in Exhibit B. The Contractor shall submit invoices for all other services provided under this Agreement, as set forth in Exhibit B, on a monthly basis, for services provided during the preceding month, within 30 days following the month in which expenses were incurred and services rendered, and in any case within 60 days after the end of the term or termination of this Agreement. No reimbursement for services shall be made until invoices are received, reviewed and approved by the IHSS PA. Invoices shall be sent in attention to Staff Analyst to: DSSlnvoices@fresnocountyca.gov. 3.6 Proof of payment may be required for certain funding streams and will be made available by the Contractor as requested by the IHSS PA. 3.7 Payment. The IHSS PA shall pay each correctly completed and timely submitted invoice within 45 days after receipt. If an invoice is incorrect or otherwise not in proper form or detail, the IHSS PA's Executive Director or designee shall have the right to withhold payment as to only that portion of the invoices that is incorrect or improper, after five (5) days prior written notice or email correspondence to Contractor. The IHSS PA shall remit any payment to the Contractor's address specified in the invoice. 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and expenses that are not specified as payable by the IHSS PA under this Agreement. Article 4 Term of Agreement 4.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2027, except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension," below. 4.2 Extension. The term of this Agreement may be extended for no more than two, one- year periods only upon written approval of both parties at least 30 days before the first day of the next one-year extension period. The IHSS PA's Executive Director or his or her designee is authorized to sign the written approval on behalf of the IHSS PA based on the Contractor's P-24-355 County of Fresno satisfactory performance. The extension of this Agreement by the IHSS PA is not a waiver or compromise of any default or breach of this Agreement by the Contractor existing at the time of the extension whether or not known to the IHSS PA. Article 5 Notices 5.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following: For the IHSS PA: Executive Director Fresno County IHSS Public Authority P.O. Box 1912 Fresno, CA 93718-1912 For the Contractor: President Excellesoft Partners, LLC 6520 Lonetree Blvd. #1030 Rocklin, CA 95765 5.2 Change of Contact Information. Either party may change the information in section 5.1 by giving notice as provided in section 5.3. 5.3 Method of Delivery. Each notice between the IHSS PA and the Contractor provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, by telephonic facsimile transmission, or by a Portable Document Format (PDF) document attached to an email. (A) A notice delivered by personal service is effective upon service to the recipient. (B) A notice delivered by first-class United States mail is effective three IHSS PA business days after deposit in the United States mail, postage prepaid, addressed to the recipient. (C)A notice delivered by an overnight commercial courier service is effective one IHSS PA business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to P-24-355 County of Fresno the recipient. (D)A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of IHSS PA business hours, then such delivery is deemed to be effective at the next beginning of a IHSS PA business day), provided that the sender maintains a machine record of the completed transmission. 5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). Article 6 Termination and Suspension 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the IHSS PA, upon at least 30 days' advance written notice to the Contractor, may: (A) Modify the services provided by the Contractor under this Agreement; or (B) Terminate this Agreement. 6.2 Termination for Breach. (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, the IHSS PA may give written notice of the breach to the Contractor. The written notice may suspend performance under this Agreement, and must provide at least 30 days for the Contractor to cure the breach. (B) If the Contractor fails to cure the breach to the IHSS PA's satisfaction within the time stated in the written notice, the IHSS PA may terminate this Agreement immediately. (C) For purposes of this section, a breach occurs when, in the determination of the IHSS PA, the Contractor has: P-24-355 County of Fresno (1) Obtained or used funds illegally or improperly; (2) Failed to comply with any part of this Agreement; (3) Submitted a substantially incorrect or incomplete report to the IHSS PA; or (4) Improperly performed any of its obligations under this Agreement. 6.3 Termination without Cause. In circumstances other than those set forth above, the IHSS PA or Contractor may terminate this Agreement by giving at least 30 days advance written notice to the Contractor. 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the IHSS PA under this Article 6 is without penalty to or further obligation of the IHSS PA. 6.5 IHSS PA's Rights upon Termination. Upon termination for breach under this Article 6, the IHSS PA may demand repayment by the Contractor of any monies disbursed to the Contractor under this Agreement that, in the IHSS PA's sole judgment, were not expended in compliance with this Agreement. The Contractor shall promptly refund all such monies upon demand. This section survives the termination of this Agreement. Article 7 Independent Contractor 7.1 Status. In performing under this Agreement, the Contractor, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent Contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the IHSS PA. 7.2 Verifying Performance. The IHSS PA has no right to control, supervise, or direct the manner or method of the Contractor's performance under this Agreement, but the IHSS PA may verify that the Contractor is performing according to the terms of this Agreement. 7.3 Benefits. Because of its status as an independent Contractor, the Contractor has no right to employment rights or benefits available to IHSS PA employees. The Contractor is solely responsible for providing to its own employees all employee benefits required by law. The Contractor shall save the IHSS PA harmless from all matters relating to the payment of Contractor's employees, including compliance with Social Security withholding and all related P-24-355 County of Fresno regulations. 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement, the Contractor may provide services to others unrelated to the IHSS PA. Article 8 Indemnity and Defense 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the IHSS PA (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the IHSS PA, the Contractor, or any third party that arise from or relate to the performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors, or employees) under this Agreement. The IHSS PA may conduct or participate in its own defense without affecting the Contractor's obligation to indemnify and hold harmless or defend the IHSS PA. 8.2 Survival. This Article 8 survives the termination of this Agreement. Article 9 Insurance 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this Agreement. Article 10 Inspections, Audits, Record Maintenance, and Public Records 10.1 Inspection of Documents. The Contractor shall make available to the IHSS PA, and the IHSS PA may examine at any time during business hours and as often as the IHSS PA deems necessary, all of the Contractor's records and data with respect to the matters covered by this Agreement, excluding attorney-client privileged communications. The Contractor shall, upon request by the IHSS PA, permit the IHSS PA to audit and inspect all of such records and data to ensure the Contractor's compliance with the terms of this Agreement. 10.2 State Audit Requirements. If the compensation to be paid by the IHSS PA under this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the P-24-355 County of Fresno California State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. 10.3 Program Audit Requirements. A single audit report is not applicable if all Contractor's Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or Contractor's 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 IHSS PA as a minimum requirement to attest to Contractor's solvency. Said audit report shall be delivered to IHSS PA, Administration, 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 IHSS PA performing the necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of Contractor who agrees to take corrective action to eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed by IHSS PA under this paragraph shall be billed to the Contractor at IHSS PA cost, as determined by IHSS PA's Auditor-Controller/Treasurer-Tax Collector. 10.4 Record Establishment and Maintenance. Contractor shall establish and maintain records in accordance with those requirements prescribed by IHSS PA, with respect to all matters covered by this Agreement. Contractor shall retain all fiscal books, account records and client files for services performed under this Agreement for at least five (5) years from date of final payment under this Agreement or until all State and Federal audits are completed for that fiscal year, whichever is later. (A) Cost Documentation. Contractor agrees to maintain records to verify costs under this Agreement including a General Ledger, properly executed payrolls, time records, invoices, vouchers, orders, proof of payment, and any other accounting documents pertaining in whole or in part to this Agreement and they shall be clearly identified and readily accessible. The support documentation must indicate the line budget account P-24-355 County of Fresno number to which the cost is charged. (B) Service Documentation. Contractor agrees to maintain records to verify services under this Agreement including names and addresses of clients served, if applicable, and the dates of service and a description of services provided on each occasion. These records and any other documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (C) IHSS PA shall notify Contractor in writing within thirty (30) days of any potential State or Federal audit exception discovered during an examination. Where findings indicate that program requirements are not being met and State or Federal participation in this program may be imperiled in the event that corrections are not accomplished by Contractor within thirty (30) days of receipt of such notice from IHSS PA, written notification thereof shall constitute IHSS PA's intent to terminate this Agreement. 10.5 Public Records. The IHSS PA is not limited in any manner with respect to its public disclosure of this Agreement or any record or data that the Contractor may provide to the IHSS PA. The IHSS PA's public disclosure of this Agreement or any record or data that the Contractor may provide to the IHSS PA may include but is not limited to the following: (A) The IHSS PA may voluntarily, or upon request by any member of the public or governmental agency, disclose this Agreement to the public or such governmental agency. (B) The IHSS PA may voluntarily, or upon request by any member of the public or governmental agency, disclose to the public or such governmental agency any record or data that the Contractor may provide to the IHSS PA, unless such disclosure is prohibited by court order. (C)This Agreement, and any record or data that the Contractor may provide to the IHSS PA, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). (D)This Agreement, and any record or data that the Contractor may provide to the IHSS PA, is subject to public disclosure as a public record under the California Public P-24-355 County of Fresno Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA"). (E) This Agreement, and any record or data that the Contractor may provide to the IHSS PA, is subject to public disclosure as information concerning the conduct of the people's business of the State of California under California Constitution, Article 1, section 3, subdivision (b). (F) Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that the Contractor may provide to the IHSS PA shall be disregarded and have no effect on the IHSS PA's right or duty to disclose to the public or governmental agency any such record or data. (G) Notwithstanding sections A-F above, any information protected by law shall not be subject to public disclosure. 10.6 Public Records Act Requests. If the IHSS PA receives a written or oral request under the CPRA to publicly disclose any record that is in the Contractor's possession or control, and which the IHSS PA has a right, under any provision of this Agreement or applicable law, to possess or control, then the IHSS PA may demand, in writing, that the Contractor deliver to the IHSS PA, for purposes of public disclosure, the requested records that may be in the possession or control of the Contractor. Within five business days after the IHSS PA's demand, the Contractor shall (a) deliver to the IHSS PA all of the requested records that are in the Contractor's possession or control, together with a written statement that the Contractor, after conducting a diligent search, has produced all requested records that are in the Contractor's possession or control, or (b) provide to the IHSS PA a written statement that the Contractor, after conducting a diligent search, does not possess or control any of the requested records. The Contractor shall cooperate with the IHSS PA with respect to any IHSS PA demand for such records. If the Contractor wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the IHSS PA and assert the exemption by citation to specific legal authority within the written statement that it provides to the IHSS PA under this section. The Contractor's assertion of any P-24-355 County of Fresno exemption from disclosure is not binding on the IHSS PA, but the IHSS PA will give at least 10 days' advance written notice to the Contractor before disclosing any record subject to the Contractor's assertion of exemption from disclosure. The Contractor shall indemnify the IHSS PA for any court-ordered award of costs or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to produce any such records, or failure to cooperate with the IHSS PA with respect to any IHSS PA demand for any such records. Article 11 Disclosure of Self-Dealing Transactions and Conflict of Interest 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, or changes its status to operate as a corporation. 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a self-dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the IHSS PA before commencing the transaction or immediately after. 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is a party and in which one or more of its directors, as an individual, has a material financial interest. 11.4 Conflict of Interest. No officer, employee or agent of the IHSS PA who exercises any function or responsibility for planning and carrying out of the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition, no employee of the IHSS PA shall be employed by the Contractor under this Agreement to fulfill any contractual obligations with the IHSS PA. The Contractor shall 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, employee or agent of the IHSS PA. Article 12 Confidentiality and Data Security 12.1 Conformance with Laws: All services performed by Contractor under this Agreement P-24-355 County of Fresno shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of IHSS PA data including sensitive or personal client information; abuse of IHSS PA resources; and/or disruption to IHSS PA operations, individuals and/or agencies that enter into a contractual relationship with IHSS PA for the purpose of providing services under this Agreement must employ adequate data security measures to protect the confidential information provided to Contractor by IHSS PA, including but not limited to the following: (A) Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to IHSS PA networks via personally owned mobile, wireless or handheld devices, except when authorized by IHSS PA 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 be brought into IHSS PA for use, including and not limited to mobile storage devices, without prior authorization from IHSS PA's Chief Information Officer or their designee. Data must be stored on a secure server approved by IHSS PA 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) IHSS PA-Owned Computer Equipment— Contractor or anyone having an employment relationship with IHSS PA may not use IHSS PA computers or computer peripherals on non-IHSS PA premises without prior authorization from IHSS PA's Chief Information Officer or their designee. (D) Contractor may not store IHSS PA's private, confidential or sensitive data on any hard-disk drive. (E) Contractor is responsible to employ strict controls to ensure the integrity and security of IHSS PA'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 IHSS PA data P-24-355 County of Fresno internally and externally. (F) Confidential client information transmitted to one party by the other by means of electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized. (G)Contractor is responsible to immediately notify IHSS PA of any breaches or potential breaches of security related to IHSS PA's confidential information, data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes IHSS PA data internally or externally. (H) Contractor shall require its subcontractors to comply with the provisions of this Data Security section. Article 13 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions. 13.1 IHSS PA and Contractor recognize that Contractor is a recipient of State or Federal assistance funds under the terms of this Agreement. By signing this Agreement, Contractor agrees to comply with applicable Federal suspension and debarment regulations, including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549. By signing this Agreement, Contractor attests to the best of its knowledge and belief, that it and its principals: (A) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and (B) Shall not knowingly enter into any lower tier covered transaction with an entity or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. P-24-355 County of Fresno (C) Contractor shall provide immediate written notice to IHSS PA if at any time during the term of this Agreement Contractor learns that the representations it makes above were erroneous when made or have become erroneous by reason of changed circumstances. 13.2 Contractor shall include a clause titled "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in nature to this Article Thirteen (13) in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 13.3 Contractor shall, prior to soliciting or purchasing goods and services in excess of $25,000 funded by this Agreement, review and retain the proposed vendor's suspension and debarment status at https:Hsam.gov/SAM/. 13.4 The certification in Article Thirteen (13) of this Agreement is a material representation of fact upon which IHSS PA relied in entering into this Agreement. Article 14 General Terms 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this Agreement may not be modified, and no waiver is effective, except by written consent by both parties. The Contractor acknowledges that IHSS PA employees have no authority to modify this Agreement except as expressly provided in this Agreement. (A) Changes to line items in the Exhibit B, Budget, in an amount not to exceed 10% of the maximum annual compensation payable to the Contractor may be made with the written approval of IHSS PA Executive Director, or their designee. Said modifications shall not result in any changes to the maximum compensation amount payable to Contractor, as stated in this Agreement. (B) Contractor agrees that reductions to the maximum compensation set forth under Article Three (3) of this Agreement may be necessitated by a reduction in funding from State or Federal sources. Any such reduction to the maximum compensation may be made with the written approval of IHSS PA's Executive Director or their designee and P-24-355 County of Fresno Contractor. Contractor further understands that this Agreement is subject to any restriction, limitations, or enactments of all legislative bodies which affect the provisions, term, or funding of this Agreement in any manner. If the parties do not provide written approval for modification due to reduced funding, this Agreement may be terminated in accordance with Section 6.1 above. 14.2 Contractor's Name Change. An amendment, assignment, or new agreement is required to change the name of Contractor as listed on this Agreement. Upon receipt of legal documentation of the name change, IHSS PA will process the agreement. Payment of invoices presented with a new name cannot be paid prior to approval of said agreement. 14.3 Public Information. Contractor shall disclose IHSS PA as a funding source in all public information and program materials developed in support of contracted services. 14.4 Non-Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. Any transferee, assignee or subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and Federal regulations. Contractor shall be held primarily responsible by IHSS PA for the performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in writing by IHSS PA. The use of subcontractor by Contractor shall not entitle Contractor to any additional compensation than provided for under this Agreement. 14.5 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement. 14.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County. 14.7 Construction. The final form of this Agreement is the result of the parties' combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party. P-24-355 County of Fresno 14.8 Days. Unless otherwise specified, "days" means calendar days. 14.9 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement. 14.10 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the parties' original intent. 14.11 Nondiscrimination. During the performance of this Agreement, the Contractor shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation. (A) Domestic Partners and Gender Identity. For State fund-funded contracts of $100,000 or more, Contractor certifies that it complies with Public Contract Code Section 10295.3. (B) Americans with Disabilities Act. Contractor shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.). (C) Contractor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement. 14.12 Drug-Free Workplace Requirements. For purposes of this paragraph, Contractor will be referred to as the "grantee". By drawing funds against this grant award, the grantee is providing the certification that it is required by regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by grantees that they will maintain a drug-free workplace. False certification or violation of the P-24-355 County of Fresno certification shall be grounds for suspension of payments, suspension or termination of grants, or government wide suspension or debarment. Contractor shall also comply with the requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.). 14.13 Grievances. Contractor shall establish procedures for handling client complaints and/or grievances. Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve such issues when appropriate. 14.14 Lobbying and Political Activity. None of the funds provided under this Agreement shall be used for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending in the Congress of the United States of America or the Legislature of the State of California. Contractor shall not directly or indirectly use any of the funds under this Agreement for any political activity or to further the election or defeat of any candidate for public office. 14.15 Clean Air Act and the Federal Water Pollution Control Act. If the compensation to be paid by the IHSS PA under this Agreement exceeds One Hundred Fifty Thousand and No/100 Dollars ($150,000) of Federal funding, Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 14.16 Procurement of Recovered Materials. If compensation to be paid by the IHSS PA under this Agreement is funded in whole or in part with Federal funding, In the performance of this Agreement, Contractor shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding P-24-355 County of Fresno fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 14.17 No Waiver. Payment, waiver, or discharge by the IHSS PA of any liability or obligation of the Contractor under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the Contractor and does not prohibit enforcement by the IHSS PA of any obligation on any other occasion. 14.18 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Contractor and the IHSS PA with respect to the subject matter of this Agreement, and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits. 14.19 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties. 14.20 Legal Status of IHSS PA. The IHSS PA is an independent legal entity, separate and apart from the County of Fresno. The IHSS PA has no power to bind the County of Fresno to any contractual or legal obligations. Nor may the obliges of the IHSS PA seek recourse against the County of Fresno for any financial or legal obligation of the IHSS PA. 14.21 Authorized Signature. The Contractor represents and warrants to the IHSS PA that: (A) The Contractor is duly authorized and empowered to sign and perform its obligations under this Agreement. (B) The individual signing this Agreement on behalf of the Contractor is duly authorized to do so and his or her signature on this Agreement legally binds the Contractor to the terms of this Agreement. P-24-355 County of Fresno 14.22 Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section. (A) An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) version of an original handwritten signature. (B) Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. (C)The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). (D) Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. (E) This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. 14.23 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS] P-24-355 County of Fresno The parties are signing this Agreement on the date stated in the introductory clause. CONTRACTOR FRESNO COUNTY IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHORITY Manuel M. Digitally signed by ManuelM. Vilanova Vilanova Date:2024.06.28 13:59:32-07'00' Mark Saaty, President/CEO Manuel Vilanova - Deputy Director Interim Purchasing Manager Mailing Address: Excellesoft Partners, LLC 6520 Lonetree Blvd. #1030 Rocklin, CA 95765 For accounting use only: Org No.: 5611 Account No.: 7295 Fund No.: 0001 Subclass No.: 10000 P-24-355 County of Fresno Exhibit A SCOPE OF SERVICES ORGANIZATION: Excellesoft Partners, LLC SERVICES: Public Authority Registry Software TELEPHONE: (800) 941-4113 CONTACT: Mark Saaty, President/CEO mark(a,excelle soft.com Jenny Lynn Campbell, Vice President of Sales and Training j ennylynn(a,excelle soft.com CONTRACT PERIOD: July 1, 2024—June 30, 2027, with two (2) optional 12-month extensions AMOUNT: Not to exceed$87,054 OVERVIEW Excellesoft Partners, LLC (hereinafter as "Excellesoft") is a California limited-liability company. Excellesoft is the developer and sole owner of Nexus Registry, a fully-hosted, web-based In- Home Supportive Services Public Authority Registry system. The Nexus Registry system shall hereinafter be referred to as "Nexus"or"the system." The Fresno County In-Home Supportive Services Public Authority(hereinafter as "IHSS PA") seeks to subscribe to and utilize Nexus Registry as a part of its IHSS PA operations such as managing its care provider registry to help the IHSS recipients find care providers. Page 1 of 9 P-24-355 County of Fresno This Agreement between the Fresno County In-Home Supportive Services Public Authority and Excellesoft Partners,LLC specifies the rights,uses, obligations, and requirements of the Nexus Registry system. Excellesoft and County may be referred to as"Parties"collectively,or as"Party"individually. SECTION 1: SCOPE OF SERVICES/RESPONSIBILITIES 1. Services Excellesoft shall set up and enable IHSS PA access to the system for use by IHSS PA. Excellesoft shall be responsible for all system maintenance, data backups, system backups, system security, system performance, system reliability, issue resolution, and bug/defect fixes. 2. Users IHSS PA can have an unlimited number of system users. 3. Document Storage/Document Management The system has built-in document storage/document management for scanning and uploading of registry- related PDF documents within a Consumer's profile, a Registry Provider's profile,or Non-Registry Provider's profile. IHSS PA can have an unlimited number of registry-related documents with an unlimited number of pages. The document storage/document management feature is not intended to be used as a general-use document management/storage system. 4. Local System Administrator IHSS PA shall designate at least one user as a Nexus System Administrator for the purposes of performing important functions that are specific to IHSS PA's daily operations and use of the system, such as user account creation and maintenance;resetting of passwords, setting of user permissions, optional downloading of data extracts from CMIPS 11 and upload into Nexus,creation and upload of PDFs with data fields for generation of letters,creation and upload PDFs for Referral supplemental documents. The Nexus System Administrator is responsible for enforcing"the rule of least privileges" whereby a user's system permissions are set to be the minimum system permissions needed for the user to perform their job. Expertise in Information Technology is not required to be a Nexus System Administrator. 5. Performance of Customer Technology IHSS PA is responsible for providing and maintaining the local desktop/PC computers,peripheral devices,and Information Technology infrastructure in order to provide an acceptable level of performance for their system users. 6. Support Excellesoft is available for support Monday through Friday 8:00 am—5:00 pm, except on State and Federal holidays. Initial contact for support may be via e-mail or by voicemail messaging. Excellesoft will use its best effort to provide a timely response to initial contact/response and issue resolution. By E-mail: support@excellesoft.com By Voicemail: 1-800-914-4113 Ext. 1 P-24-355 County of Fresno SECTION 2: SYSTEM OWNERSHIP 1. Intellectual Property Excellesoft is the developer and sole owner of Nexus Registry. All source code, system architecture, system design, database structure, database tables, system design concepts, system content, system user interfaces, system workflow,web page designs and content, screen designs, support documentation, training materials,help documents,help videos, and all technology and concepts developed by Excellesoft related to the operation and function of the system are the property of Excellesoft. IHSS PA hereby acknowledges and agrees that IHSS PA will receive confidential information and trade secrets during the term of this Agreement. IHSS PA acknowledges that Excellesoft has a legitimate business interest in placing reasonable limits on the use of such information. IHSS PA shall not use,demonstrate, simulate,provide screenshots,provide system outputs, or describe the system in any manner(directly or indirectly)to, including,but not limited to any other individual, entity, institute, or organization for the purpose of developing,promoting, advertising,marketing,or providing a similar or competitive system. IHSS PA shall not use,demonstrate, simulate,provide screenshots,provide system outputs,or describe the system in any manner(directly or indirectly)for the purpose of developing a similar in-house system. IHSS PA shall not develop, or cause to be developed,a competing or similar system for a period of 2 years after the termination of this Agreement. 2. No Contest IHSS PA shall not contest or aid in contesting the ownership or validity of the copyrights,trademarks, service marks and trade secrets(as applicable)of Excellesoft in connection with the system. 3. Client Data Ownership All data and information entered into the system by IHSS PA or its designees are the property of IHSS PA. Excellesoft will not share IHSS PA data or information to any 3'party or outside organization, without the express written permission or consent of IHSS PA. SECTION 3: CONFIDENTIALITY&PRIVACY 1. Confidentiality/Privacy Customer contact information, along with that of its designees, shall remain confidential and shall not be shared with any outside organization without written permission, except as may be required by law or by notice of a law enforcement agency or by judicial order. Excellesoft may, at times,request that Customer be used as a reference for future business with other counties or organizations. Excellesoft will first ask for Customer's approval prior to any references being made. 2. Access to Data Customer hereby allows Excellesoft access to Customer data for purposes such as system maintenance, development of reports, development of system enhancements,problem resolution and troubleshooting, and review of proper system usage. A limited number of Excellesoft development staff have full access to P-24-355 County of Fresno the database. Excellesoft follows"the rule of least privileges"whereby a user's system permissions are set to be the minimal system permissions needed for the user to perform their job. 3. Unauthorized System Access IHSS PA shall make an effort to ensure that the users accessing the system on their network domain use password-protected screen savers,that the computers on their network have automatic password-protected screen savers,that their users are instructed to lock their computer screens when leaving their computer, and that monitors are not easily viewed by persons that do not have county authorization to access the system or do not have county authorization to view the information that is displayed by the system. Access to the system requires manual entry of a username,password, and validation of CAPTCHA text. IHSS PA shall not use automated tools, automated systems, single sign-on systems,or automated scripts to access the system or copy data from the system pages. IHSS PA shall not perform, or cause to be performed,penetration tests, security tests,vulnerability scans, or performance tests of any type on the system. 4. User Accounts IHSS PA shall not create generic user accounts. All user accounts must be associated to a real person using their actual first name,last name, and agency e-mail address. IHSS PA shall not create shared user accounts or allow a user account to be shared. IHSS PA is responsible for maintaining the security and privacy of data that is downloaded to the users' computers, such as reports,printed reports, system screenshots, etc. SECTION 4: SYSTEM PERFORMANCE 1. Warranties Excellesoft warrants that the system will fully perform the intended functions for which it has been designed, and that it is free from malicious code and viruses that may pose a threat to IHSS PA's internal network and computers. 2. System Availability Excellesoft guarantees system availability of 99.999%Monday—Friday, 6:00 AM—6:00 PM Pacific Time,with the exception of State and Federal holidays. Scheduled outages for system upgrades and enhancements, server maintenance, and network maintenance will be performed after hours and on weekends. In the event of an unplanned system outage or failure that is within the purview of Excellesoft, a best effort shall be made to resolve the outage or failure as soon as possible. In the event an unplanned outage or failure in the system causes IHSS PA demonstrable loss of productivity, IHSS PA is entitled to a credit equal in amount to the pro-rated duration of the outage for the number of users affected. IHSS PA must notify Excellesoft within five business days with the date,time, and duration of the outage, along with the names of the users that attempted to use the system during the outage. Upon verification that the outage was within Excellesoft's purview,the credit will be applied to the next IHSS PA invoice. P-24-355 County of Fresno IHSS PA acknowledges that access to the system may be affected by IHSS PA network, local or national Internet network activity,or bandwidth issues. Excellesoft hereby disclaims, and IHSS PA hereby waives, any and all Excellesoft responsibility for any service interruption resulting from said Internet network activity and bandwidth issues and limitations. SECTION 5: USERS GROUP &DEVELOPMENT OF ADDITIONAL FUNCTIONALITY 1. Continued System Functionality Excellesoft will, at no charge to IHSS PA, add system functionality, features,or reports that may become essential for the system to remain functional,or to resolve system errors, or to resolve data correction issues, or to resolve system reliability/performance issues. 2. Nexus Registry Group Conference Call/Webinar It is recommended that IHSS PA regularly attend and actively participate in the NRG(Nexus Registry Group)conference calls/webinars.NRG is a discussion forum for information sharing on using the system,best practices for agency operations as related to the use of Nexus, system issues, questions and training on how to use system features and functions,how to get the most out of the system, and presentation and discussion of system changes,new features, and enhancements. The NRG attendees and participants should be supervisors and/or managers of the IHSS Public Authority agency. They should be subject-matter experts and be fully knowledgeable in the daily operations of the agency.Attendance is not mandatory. Active participation is not mandatory.NRG currently meets on a quarterly basis. The conference call/webinar is hosted and moderated by Excellesoft.NRG is not a forum for technical Information Technology issues,Purchasing concerns, or other non-Program topics. Excellesoft may cancel,postpone, or reschedule the NRG conference calls as may be necessary. 3. Identification and Cost Allocation Because Nexus is a multi-county system,requests for system changes, additional features, or enhancements are presented to the Nexus Users Group for discussion of the functionality,benefits,and usability by all counties. The Nexus Users Group will collectively determine the proposed changes and proposed enhancements that are to be added to the system by a simple majority vote. All counties that attend the Nexus User Group have an equal vote. Excellesoft does not have a vote. Excellesoft can veto if it determines that the requested change, addition,or enhancement is not in the best interest of the system or of Excellesoft or if it determines that the change/feature/enhancement is too specific to a single county. Not all changes, additional features, or enhancements are fee-based. In the event that the requested change, additional feature,or enhancement has an associated development cost,the cost will be proportionally allocated to each county based on the number of active Providers each county has in their registry as a percentage of the total number of active Providers. Excellesoft will provide an individualized quote to IHSS PA for its cost allocation.If a requested fee- based change/enhancement will only benefit or will only be used by a limited number of counties,the development cost may be allocated to those counties only if it is possible to develop it in such a way that the feature is only accessed or used by those counties,and that developing it in such a manner does not result in a system that is, as determined by Excellesoft,too complex and more difficult to maintain, manage, or administer. IHSS PA may defer its costs to the next fiscal year if needed for budgeting purposes. P-24-355 County of Fresno 4. Development Rate Development of additional system functionality shall be quoted on a time and material basis at a rate of not more than$175.00 per hour. 5. Ownership of Additional Functionality All designs, drawings, source code, and database tables developed for additional system functionality, custom features,or reports shall become part of the system and will,therefore,become the property of Excellesoft and shall not be deemed"works for hire." SECTION 6: LIABILITIES 1. Force Majeure Neither party shall be held in any manner liable or accountable for losses, costs,or expenses that may occur as a result of forces of nature, or as a result of events that are out of either party's control, regardless of whether the forces of nature or events were predictable,normal, or reasonable, and regardless of whether any resultant losses, costs, or expenses were predictable. 2. Limitation of Damages Excellesoft shall not be liable for any loss, consequential, exemplary, incidental or punitive damages in connection with or relating to(i)this Agreement,the Services and use,performance and operation of the system, (ii)use,performance or operations of the Internet or use of the Internet by Users; (iii)loss of data; and(iv) Content,products,and services offered through the system regardless of the form of action, whether in contract or in tort,including negligence,regardless of whether Excellesoft has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. 3. Remedies The sole remedy of IHSS PA and its users in connection with or relating to the functionality of the system,technical issues, system issues, system functionality,regardless of the cause, shall be modification of the system as may be needed as determined by Excellesoft. 4. Mutual Indemnification Both Parties shall release, defend, indemnify, and hold each other harmless(including officers, directors, and agents) from and against any and all claims,damages, liability, expenses, fees, costs and attorney and paralegal fees arising in connection with or relating to any third-party claims of infringement or violation of any ownership rights to patents,copyrights,trademarks or trade secrets in connection with any use of IHSS PA-provided information and materials by Excellesoft. Each party shall defend and settle at its sole expense all suits or proceedings arising in connection with any such third-party claim. Customer shall not enter into any agreement,which impairs the right of Excellesoft to use IHSS PA-provided materials in accordance with this Agreement. In all events,Excellesoft shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. If use of IHSS PA-provided materials is disrupted because of a third-party claim,Excellesoft shall have the right to remove IHSS PA-provided materials. The foregoing remedy shall be non-exclusive and in addition to any other legal or equitable remedies Excellesoft may have or accrue. 5. Continuation The terms and provisions of this section shall survive termination and cancellation of this Agreement. P-24-355 County of Fresno SECTION 7: FEES& PAYMENTS 1. Invoices IHSS PA shall pay fees as set forth in Exhibit B -Budget. All invoices will have a due date of Net 45 days. A 10%late fee may be applied if an invoice remains unpaid 90 days past its due date. An additional 3%late fee may be applied to each subsequent month the invoice remains unpaid. Continual non-payment of an invoice may result in a notification of suspension of access to the system to IHSS PA on the fourth monthly reminder until the invoice is paid up to date,including any applied late fees. 2. Rate Changes Excellesoft will provide 90 days notification of any rate changes. SECTION 8: TERMINATION 1. Termination without Cause Either party may terminate this Agreement without cause for convenience and without penalty by providing 30 days written notice. Upon termination without cause by Excellesoft shall reimburse IHSS PA, on a pro rata basis, Subscription fees paid by IHSS PA to Excellesoft. 2. Cancellation for Noncompliance If a party violates its obligations under this Agreement,the other party may send a written Notice of Cancellation for Noncompliance to the noncomplying party describing the noncompliance. Upon receiving such cancellation notice,the noncomplying party shall have thirty days from the date of such notice to cure any such noncompliance. If the noncompliance is not cured within a required thirty-day period,the party providing the Notice shall have the right to cancel this Agreement. 3. System Access Upon termination or cancellation of this Agreement, all IHSS PA user attempts to access to the system shall immediately cease and all user accounts will be deactivated. 4. Final Database Extract Upon termination of this Agreement, IHSS PA may request a database extract of IHSS PA's data.Upon receipt of such a request,Excellesoft shall provide a Time&Materials quote to IHSS PA to generate the database extract. Because the system is continually changing with new features, enhancements, data elements, and database tables, it is not possible to provide a guaranteed cost estimate until a request for a final data extract is made. SECTION 9: MISCELLANEOUS 1. Entire Agreement This Agreement is the entire agreement between Excellesoft and IHSS PA. This Agreement replaces and supersedes any prior agreements,written communications, electronic communications, or oral communications. P-24-355 County of Fresno 2. Notices Notices shall be in writing and shall be deemed delivered when delivered by Certified or Registered Mail —Return Receipt Requested—or by hand to the address set forth below for Excellesoft and to the address set forth below for Customer.Notices shall be deemed given on the date of receipt-as evidenced in the case of Certified or Registered Mail by Return Receipt. Executive Director IHSS Public Authority PO Box 1912 Fresno, CA 93718 Excellesoft Partners, LLC 6520 Lonetree Blvd., #1030 Rocklin, CA 95765 3. Relationship of the Parties Nothing herein shall be construed as creating a partnership relationship,employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity. 4. Customer Cooperation IHSS PA hereby acknowledges that successful system performance shall require IHSS PA to cooperate with Excellesoft in good faith and to provide information as may be requested by Excellesoft from time to time. IHSS PA hereby agrees to provide such good faith cooperation and information. 5. Assurances Each party hereby represents and warrants that all representations,warranties,recitals, statements and information provided to each other under this Agreement are true, correct and accurate to the best of their knowledge, and that all negotiations towards this agreement have been done in good faith. 6. Severability In the event any provision or part of this Agreement is deemed invalid or unenforceable, all other portions and provisions of this Agreement shall remain intact and in full effect. 7. Waiver Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the party waiving such provision. 8. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be an original,but which together shall constitute one and the same instrument. 9. Amendments and Modifications Alterations,modifications or amendments of provisions of this Agreement shall not be binding unless such alterations,modifications or amendments are in writing and signed by authorized representatives of Excellesoft and IHSS PA. P-24-355 County of Fresno 10. Governing Law This Agreement shall be governed by the laws of the State of California without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction, and venue shall be proper in Fresno County, California 11. Section Headings& Titles The section heading and titles in this Agreement are for convenience of reference only and do not define, affect,limit, or describe the scope or intent of this Agreement or any particular section,paragraph, or provision. 12. Litigation Expense In the event of litigation or arbitration arising out of this Agreement,each party shall pay its own costs and expenses of litigation or arbitration. 13. California Public Records Act All documents submitted to or made available to IHSS PA shall be considered as Confidential& Proprietary,regardless of whether a document contains markings indicating as such. Excellesoft understands that as a public agency,IHSS PA is subject to the California Public Records Act(CPRA). In the event of a CPRA request for documents related to or submitted by Excellesoft,IHSS PA shall immediately notify Excellesoft of the request and of the scope of the request. IHSS PA shall make a reasonable effort to give Excellesoft ample opportunity to respond to the request. 14. Disclaimer The warranties set forth herein are in lieu of all other warranties, express or implied, including but not limited to,implied warranties of merchantability and fitness for a particular purpose. Excellesoft (including officers, directors, agents and associates of Excellesoft)hereby disclaims and IHSS PA and its users hereby waive all warranties, express or implied,including,but not limited to, all implied warranties of fitness for a particular purpose and all implied warranties of merchantability, except as set forth herein to the contrary, Excellesoft does not warrant and users hereby waive any warranty that use of or access to the system by users will be uninterrupted or error free. P-24-355 County of Fresno BUDGET This budget includes rates for all services,materials, equipment, fees and taxes to be provided under this agreement for each proposed year.Any cost that was not provided in the cost proposal will be at no charge to COUNTY. YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 SERVICE 7/1/2024 7/1/2025 7/1/2026 7/1/2027 7/1/2028 6/30/2025 6/30/2026 6/30/2027 6/30/2028 6/30/2029 Annual Subscription Fee for Unlimited Number of Users To be invoiced annually $12,960 $14,126 $14,126 $14,126 $15,396 at the beginning of each fiscal year. Provider Monthly Check-in Reminders via Text Messaging Based upon 660 active Providers in the registry. Providers that are either currently working $264 $264 $264 $264* $264* for a Consumer or are available to work. Invoiced annually in advance. Partial years are prorated. Email reminders are free of charge *Pricing subject to adjust year 4&5 User/Admin Support Included Included Included Included Included System Enhancements,Upgrades,Training needs.Only as may be needed.Actual amounts will be quoted.Reference Section 5,Paragraph $15,000 to be used across the term of the agreement 3. TOTAL FOR EACH YEAR* $13,224 1 $14,390 $14,390 1 $14,390 1 $15,660 GRAND TOTAL FOR FIVE YEARS $87,054 OPTIONAL SERVICES The following Optional Services can be added at any time upon the written request of the Fresno County In-Home Supportive Services Public Authority. # Description I Amount Letter Templates and Alternate Language Cover Letters(English cover letter is free of charge) 1 Customer to provide fully-proofed,fully-formatted,Word documents. $85 per document. Can be performed by Customer.Adobe Acrobat or other system- compatible PDF editor is required. Monthly CMIPS Upload 2 $85.00/month,$1,020/year. $1 020/ ear To be invoiced quarterly upon completion of the final monthly CMIPS y upload in the quarter. 3 Final Database Extract TBD P-24-355 County of Fresno Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a Contractor's board of directors ("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 used 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. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). P-24-355 County of Fresno (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: P-24-355 County of Fresno Insurance Requirements 1. Required Policies Without limiting the IHSS PA's right to obtain indemnification from the 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 Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the IHSS PA, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the IHSS PA is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 12 of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion P-24-355 County of Fresno related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv)fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the IHSS PA's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the SSContractinsurance(a�_fresnocountyca.gov, Attention: Contract Analyst. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the IHSS PA, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the IHSS PA, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the IHSS PA shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement. (v) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. P-24-355 County of Fresno (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the IHSS PA, or ensure that the policy requires the insurer to provide to the IHSS PA, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the IHSS PA not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the IHSS PA not less than 30 days in advance of cancellation or change. The IHSS PA in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) IHSS PA's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the IHSS PA requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the IHSS PA's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the IHSS PA, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) IHSS PA's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the IHSS PA may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The IHSS PA may offset such charges against any amounts owed by the IHSS PA to the Contractor under this Agreement. (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors.