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HomeMy WebLinkAboutP-24-036 Think Hopeful Inc.pdf d-40% County of Fresno INTERNAL SERVICES DEPARTMENT Facilities- Fleet-Graphics- Purchasing -Security-Technology O� 185�O PROCUREMENT AGREEMENT Agreement Number P-24-036 January 25, 2024 Think Hopeful, Inc. 5311 Roxburghe Ct. San Jose, CA 958138 The County of Fresno (County) hereby contracts with Think Hopeful, Inc. (Contractor)to provide mental wellness through a customized platform, specifically catered to the Fresno County Probation Department for the officers and support staff in accordance with the text of this agreement, Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective January 26, 2024 and shall remain in effect through January 25, 2025. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Probation Department under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Sixty-Five Thousand Dollars ($65,000.00) . ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-24-036 Page 2 Think Hopeful, Inc. January 25, 2024 INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and 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. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: 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 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Page 3 Think Hopeful, Inc. January 25, 2024 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. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno Probation Email Inbox at, Probation Contracts(cDfresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement 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 purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. 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 the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 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 the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Page 4 Think Hopeful, Inc. January 25, 2024 AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A"); (2)Attachment"A", GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. 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)of a 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. 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. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Analyst, at(559) 600-7110 or CLONH@fresnocountyca.gov . FOR THE COUNTY OF FRESNO Digitally signed by Manuel M. Manuel M. Vilanova Vilanova Date:2024.01.26 08:49:23-08'00' Manuel Vilanova Deputy Director- ISD 333 W. Pontiac Way Clovis, CA 93612 MV:CL P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Page 5 Think Hopeful, Inc. January 25, 2024 CONTRACTOR TO COMPLETE: Company: Think Hopeful, Inc. Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership 5311 Roxburghe Ct. San Jose CA 95138 Address City State Zip 415 935 3189 info@thinkhopeful.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Nadim Rahman,Operations Director and Secretary Irem Choksy,President and Executive Director Title: Print Name &Title: N ad I rl1 o R a h m a r1 Digitally signed by Nadim Rahman Signature. Date 2024.01.252149:54-08'00' Signature. ACCOUNTING USE ONLY ORG No.: 34309999 Account No.: 7295 Requisition No.: 3430240282 (08/2022) P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 1 of 7 Think Hopeful, Inc. January 25, 2024 ATTACHMENT "A " PROPOSAL FOR MEiv fAL WELLNESS - ONLINE PLATFORM AND SERVICES BY THINK HOPEFUL FOR FRESNO COUNTY PROBATION Dated: November 21, 2023 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 2 of 7 Think Hopeful, Inc. 4�66,/ January25, 2024 !����' I' Proposal by Think Hopeful@i THLNK HOPEFUL I. _Introduction _ ■ I Think Hopeful, Inc. ("Think Hopeful"or"We")is honored to provide this proposal to provide our online platform and services for The County of Fresno Probation Department("Department" or"You")for the officers and support staff.This pricing is customized based on the discussion held with the Department's leadership and management on Feb 6th,June 14th,August 14th, September 29th and November 17th, 2023. II. What is Think Hopeful? We are a mental wellness organization that combines the elements of human-centered approach and technology to bring mental wellness to communities that don't reach out for support because of cultural/professional stigma, accessibility issues and lack of social support. We serve the law enforcement agencies focusing on probation and pretrial officers and support staff. Our programs include: In-Person: Wellness training, Workshops and small Support Groups that are tailored to be interactive, engaging,practical,reflecting real-time needs, and based on the frame of reference of the officers/staff. Online Platform &Services: A 24/7 accessible, anonymous/confidential, safe, proactive,and culturally responsive human-centered online platform with 1:1 support (online), Workshops (online),Personalized self-care modules(online)and interactive Social Support(online). Our Premise and Value Proposition for our Online Platform & Services includes: Mental Wellness as a Lifestyle—We believe mental wellness should be a lifestyle that transcends our professional and personal lives. It should be practical along with tools that officers and staff can easily incorporate in their daily lives. 24/7 Care—A meaningful support is beyond Monday-Friday and beyond 9-5. We offer support every day—after hours,weekend, and during holidays. Anonymous/Confidential—Our platform is anonymous, safe,and confidential.Any officer/staff using the Wellness platform or services uses an alias. This drastically reduces the "shame"and cuts down the stigma and pressure around seeking support. Community/Peer Power—Think Hopeful brings together a community of law enforcement personnel—anyone that the officers/staff interact on the platform will be a verified law enforcement personnel. They can find interactive community features and support from fellow officers/staff.Research shows that feelings of belonging, and community greatly reduces isolative behavior,mood disorders,promotes self-esteem, and improves work morale! Copyright @ Think Hopeful Page 1 of 6 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 7 of 7 Think Hopeful, Inc. 4�66,/ January25, 2024 !����' I' Proposal by Think Hopeful@i THLNK HOPEFUL Culturally Responsive—Our wellness material—whether they are videos, audio, articles, or worksheets are personalized for each individual based on their wellness concerns, age,race, ethnicity, gender and sexual preferences. One Size Doesn't Fit All Approach—We understand that every individual is unique and may view wellness differently. Through our multiple social support features, 1:1, small groups, workshops,podcasts,newsletters and more—we are able to provide personalized care that is supportive,nurturing, and confidential for every team member every time. Real time Support—All aspects of our platform and our services are guided by real time needs. Our Wellness groups and interactive features for example are based on the data of concerns noted by officers/staff. Our team can provide online and in-person small groups and workshops— all derived from the needs of your team. Empowerment—Our approach provides autonomy and empowerment to officers/staff when it comes to their wellness—from when and where they access it to the modality of wellness and the pace at which they feel comfortable,to tracking their progress, staying accountable, and more! Data—We capture anonymous-aggregated data which includes the needs of the officers/staff; quantify the usage and engagement of features; determine the efficacy of the services; and continue to keep our platform and services dynamic. (We do not share individual data with the organization we work with, and we do not share or sell personal data to third parties). III. Our Capability Statement for the Online Platform & Services Probation departments are unique because of the unique stressors faced by officers and support staff. We work with California County Probation and U.S. federal Probation and Pretrial Services System("districts"),and we understand that wellness should be a lifestyle, and not a one-time or one-off event. Wellness should be personalized to the individual and to the organization, and that is what we bring from our research and experience to you. ✓ Think Hopeful works with multiple Probation and Pretrial departments,where we offer our virtual platform to the officers and support staff which provides an online, anonymous and 24/7 access to wellness, including 1:1 wellness sessions,workshops, online community,and various interactive features that are available during business hours, afterhours,weekends and holidays. ✓ Think Hopeful routinely conducts online training workshops for various districts. These are based on real-time needs for a large audience which is educational,interactive and fun, and audience walks away with practical ways to manage issues in their professional and personal life. ✓ Think Hopeful routinely conducts in-person Wellness workshops, such as the most recent in- person workshop conducted for the Deputy Chiefs at CPOC. These in-person workshops are based on real-time needs and customized for the attendees such as that conducted for the Copyright @ Think Hopeful Page 2 of 6 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 7 of 7 Think Hopeful, Inc. 4�66,/ January25, 2024 !����' I' Proposal by Think Hopeful@i THLNK HOPEFUL Deputy Chiefs. These Wellness workshops are interactive, engaging and the audience walks away with coping tools to manage stressors in their professional and personal life. ✓ Think Hopeful conducts small groups online which allows officers and support staff to process emotions in a safe space. ' IV. Suite of Services included in the Online Platform & Services Our suite of services includes the following: Think Hopeful's Suite of Services Features Evenings ✓ Weekends ✓ Holidays ✓ Stigma free(anonymous) ✓ Accessible from anywhere ✓ Real-time needs ✓ Community ✓ On-demand ✓ Modalities of Wellness 1:1 sessions ✓ Session type Mental Wellness Coaching Live Audio based Chat based Session format Any duration up to 60 minutes Anonymous Mon-Fri, Sat-Sun Session availability 9AM-5PM,Afterhours Holidays Workshops 3 Wellness workshops (Anonymity, chatting options available, based on real-time needs such as secondary trauma,burnout, conflict) Wellness Material Copyright @ Think Hopeful Page 3 of 6 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 7 of 7 Think Hopeful, Inc. 4�66,/ January25, 2024 !����' I' Proposal by Think Hopeful@i THLVK HOPEFUL Think Hopeful's Suite of Services CBT/Mindfulness-based guided ✓ material by area of concern Customized/personalized material for ✓ each officer/staff Relaxation exercises(Guided meditation,Muscle relaxation, deep ✓ breathing and more Podcast(short 20-minute wellness ✓ odcasts Wellness tips (daily tips for wellness) ✓ Community features Chat with officers/staff and coaches ✓ Community Social wall ✓ Motivational interviewing wellness ✓ features Proactively sul2porting Wellness Accountability partner ✓ Personalized check-in ✓ Nudging officers/staff based on mood picked or based on social wall post ✓ response Outreach/Information Hopeful Connect Newsletter ✓ Info sessions on an ongoing basis ✓ V. Rollout and Pricing - We propose the following rollout plan and pricing for a one-year pilot. Outreach: In the rollout plan, outreach is a key component in making our services a success. ■ Think Hopeful will do an initial outreach for 3-4 weeks with your team. We typically hold 2- 3 info sessions with officers/staff, and 1 info session with the supervisors/managers. ■ We learn about the real-time needs of your team through various features on the platform using which we customize our workshops for your team. Copyright @ Think Hopeful Page 4 of 6 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 7 of 7 Think Hopeful, Inc. 4�66,0 January25, 2024 !����' I' Proposal by Think Hopeful@i THLNK HOPEFUL ■ Together,we will engage in an ongoing outreach to the officers/staff via multiple mediums to promote the services to them. To this end,Think Hopeful will provide any promotional material requested by you. ■ During our collaboration,we will also meet on an on-going basis with the leadership along with supervisors/managers to make our partnership a true collaboration. Pricing: We will provide open access to all the officers/staff of your organization. Our pricing incorporates availability of 1:1 wellness session during the business hours, afterhours, over the weekend and during the holidays;workshops; as well as a 24/7 stigma-free platform with all social support features accessible from anywhere and any device. ■ Our one-year price is a total of$65,000 Copyright @ Think Hopeful Page 5 of 6 P-24-036 Think Hopeful,Inc. PROCUREMENT AGREEMENT NUMBER: P-24-036 Attachment Page 7 of 7 Think Hopeful, Inc. 4�66,/ January25, 2024 !����' I' Proposal by Think Hopeful@i THLVK HOPEFUL Disclaimer The information contained in this document is confidential,privileged and only for the information of the intended recipient and may not be used,published,or redistributed without the prior written consent of Think Hopeful,Inc.("Think Hopeful") The information and opinions expressed are in good faith and while every care has been taken in preparing this document,Think Hopeful,Inc.makes no representations and gives no warranties of whatever nature in respect of this document,including but not limited to the completeness of any information,facts and/or opinions contained therein.Think Hopeful,Inc.,its founders,or team members cannot be held liable for the use of and reliance of the opinions, The information provided in this proposal is intended for general informational and educational purposes of The County of Fresno Probation Department(collectively along with its affiliates,members,or any officer/support staff working for the affiliates,or the members is referred to as"Department"or"you"). It is not intended to be a substitute for professional medical advice,diagnosis,or treatment.Always seek the advice of a qualified mental health professional with any questions you may have regarding a medical condition or treatment. This proposal does not constitute a client-therapist relationship or any other type of professional relationship between Think Hopeful and Department.Any reliance on the information provided in this proposal is solely at Department's own risk.The author of this proposal makes no representations or warranties of any kind,express or implied,about the completeness, accuracy,reliability,suitability,or availability with respect to the proposal or the information,products or services contained in the proposal for any purpose.Any reliance you place on such information is therefore strictly at your own risk.In no event will the author be liable for any loss or damage including without limitation,indirect or consequential loss or damage,or any loss or damage whatsoever arising from loss of data or profits arising out of,or in connection with,the use of this proposal.The online platform&services in this proposal is not a substitute for appropriate professional treatment,and the author and publisher are not responsible for any injuries or damages that may result from the use of the online platform&services to be provided under this proposal.The wellness information available through our online platform will provide general information and education to participants and is not intended to diagnose,treat,or cure any mental health condition.The information provided in this proposal is subject to change without notice and may not be relied upon as the most up-to-date or accurate information available. Copyright @ Think Hopeful Page 6 of 6 P-24-036 Think Hopeful,Inc.