HomeMy WebLinkAboutP-20-148 Excellesoft.pdfCONTRACT INFORMATION SHEET
DATE: 4-15-2020
Contract No.: P-20-148 Vendor Number: 00000284671
Contract Title: REVA Online Enrollment
and Orientation System
Name/Address:
Exellesoft
6520 Lonetree Blvd #1030
Rocklin, CA 95765
Contract Period: 4/1/2020 - 6/30/2023 Representative: Jenny Lynn
Using Agencies: DSS Phone No.: 800 914-4113 ext 702
Email: jennylynn@excellesoft.com
Terms: Net 45
Total Contract Amt.: 115,656.00
Buyer Name: Bryan Hernandez
Requisition No: 5612001522 Org: 56108550
Supersedes:
X NEW RENEWAL ADJUSTMENT
TICK DATE REFERENCE (RFQ# / RFP#)
DESCRIPTION: 4/15/2020 Contract created based on suspension of competition. Terms of the agreement is 3 year 3 month beginning
With two (2) optional one (1) year renewals. The first year is from 4/1/2020 to 6/30/2021. Second year is from 7/1/2021 to 6/30/2022.
Third year is from 7/1/2022 to 6/30/23.
SPECIAL INSTRUCTIONS:
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: DSS
REQUISITIONER: Julie Watts
Rev 1/2/15
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AGREEMENT
THIS Agreement is made and entered into by and between the COUNTY OF FRESNO, a Political
Subdivision of the State of California COUNTY and Excellesoft Partners LLC, a
California limited-liability company, whose address is 6520 Lonetree Boulevard #1030, Rocklin CA, 95765,
hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, the COUNTY, through its Department of Social Services (DSS) In-Home Supportive
Services (IHSS) program has a need for an online system to complete enrollment, orientation and
processing for independent providers of IHSS care; and
WHEREAS, CONTRACTOR is the developer and owner of REVA, a fully-hosted, web-based IHSS
Provider Orientation and Enrollment System and is willing and able to provide COUNTY a subscription to
use REVA pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.SERVICES
A. CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
B. COUNTY shall perform services as set forth in Exhibit A, Summary of Services.
C. Both parties agree to the terms and conditions set forth in Exhibit C, REVA
Additional Terms and Conditions, attached hereto and incorporated herein.
2.TERM
The term of this Agreement shall be for a period of three (3) years and three (3) months,
commencing on April 1, 2020 through and including June 30, 2023.
This Agreement may be extended for two (2) additional consecutive twelve (12) month
periods upon written approval of both parties no later than thirty (30) days prior to the first day of the next
twelve (12) month extension period. The DSS Director, or his or her designee, is authorized to execute
such written approval on behalf of COUNTY based on
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Termination or expiration of this Agreement shall not affect the extraction and transfer of
COUNTY data from CONTRACTOR to COUNTY or to another vendor identified by COUNTY. At
COUNTY COUNTY a price quote for such data extraction and
transfer and shall be provided by CONTRACTOR upon the written request of the DSS Director, or his or
her designee, pursuant to Exhibit B as an Optional Service. Data shall be sent in a format to be determined
upon the mutual agreement of COUNTY and CONTRACTOR.
3. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY or CONTRACTOR upon the giving of thirty (30) days advance
written notice of an intention to terminate the Agreement. Upon termination without cause by
CONTRACTOR, CONTRACTOR shall reimburse COUNTY, on a pro rata basis, subscription fees paid by
COUNTY to CONTRACTOR.
4. COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
Budget.
In no event shall services performed under this Agreement exceed the following amounts:
for the period of April 1, 2020 through June 30, 2021 Thirty Four Thousand Fifty Six and No/100 Dollars
($34,056); for the period July 1, 2021 through June 30, 2022 Twenty Thousand Four Hundred and
No/100 Dollars ($20,400); and for the period July 1, 2022 through June 30, 2023 Twenty Thousand Four
Hundred and No/100 Dollars ($20,400). Should the term of this Agreement be extended, as set forth in
Section 2 of this Agreement, in no event shall services performed under this Agreement exceed the
following amounts: for the period July 1, 2023 through June 30, 2024 Twenty Thousand Four Hundred
and No/100 Dollars ($20,400) and for the period July 1, 2024 through June 30, 2025 Twenty Thousand
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Four Hundred and No/100 Dollars ($20,400). In no event shall services performed under this Agreement
be in excess of One Hundred Fifteen Thousand Six Hundred Fifty Six and No/100 Dollars ($115,656)
during the entirety of this Agreement. It is understood that all expenses incidental to CONTRACTOR'S
performance of services under this Agreement shall be borne by CONTRACTOR.
5. INVOICING
CONTRACTOR shall invoice COUNTY once at the beginning of each Agreement period
(April 1, 2020 through June 30, 2021 and July 1 through June 30 thereafter) for the Annual Subscription
Fee and the Text Message Appointment Reminders for the REVA system as described in Exhibit B.
CONTRACTOR shall invoice COUNTY for all other services provided under this Agreement, as set forth
in Exhibit B, on a quarterly basis, for services provided during the preceding quarter, no later than 20
days after the close of the month. Invoices shall be sent to: DSSInvoices@fresnocountyca.gov.
Payments by COUNTY shall be made within forty-five (45) days after receipt, verification
ces by COUNTY. All final claims shall be submitted by
CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed. No
actions shall be taken by COUNTY on claims submitted beyond the sixty (60) day closeout period. Any
compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
Agreement shall automatically revert to COUNTY.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
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
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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.
7. MODIFICATION
A. Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
B. Notwithstanding the above, changes to line items in the budget, attached hereto as
Exhibit B, in an amount not to exceed ten percent (10%) of the total maximum compensation as identified in
Section Four (4) of this Agreement, may be made with the written approval of the DSS Director, or his or
her designee, and CONTRACTOR. Budget line item changes shall not result in any change to the
maximum compensation amount payable to CONTRACTOR, as stated herein.
C. CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources. The DSS
Director, or his or her designee, may modify the maximum compensation depending on State and Federal
funding availability, as stated in Section Four (4) of this Agreement. CONTRACTOR further understands
that this Agreement is subject to any restrictions, limitations or enactments of all legislative bodies which
affect the provisions, term, or funding of this Agreement in any manner.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
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defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
, damages, liabilities, claims, and losses occurring or resulting to COUNTY in
connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or
employees under this Agreement, and from any and all costs and expenses
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.
COUNTY agrees t
defend the CONTRACTOR, its officers, agents and employees from any and all costs and expenses
ing to
CONTRACTOR in connection with the performance, or failure to perform, by COUNTY, its officers, agents
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 COUNTY, its officers, agents
or employees under this Agreement.
10. 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 One Million
Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00).
This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
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Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. CONTRACTOR will
not use autos in connection with this Agreement. However, coverage should be updated within thirty (30)
days to include any autos used in connection with this Agreement should CONTRACTOR, during the term
of the Agreement, begin doing so.
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, Two Million Dollars ($2,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
E. Cyber Liability
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by CONTRACTOR in this agreement and shall include, but not be limited
to, claims involving infringement of intellectual property, including by not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well as
regulatory fines and penalties with limits sufficient to respond to these obligations.
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 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.
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CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such
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 (via mail: Attn: Staff Analyst, PO Box 1912, Fresno
CA, 93718-1912, or via email: DSSInvoices@fresnocountyca.gov), stating that such insurance coverages
have been obtained and are in full force; that the COUNTY, its officers, agents and employees will not be
responsible for any premiums on the policies;
CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any
amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
Commercial General Liability insurance names the COUNTY, 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.
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 issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11. NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
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against any employee or applicant for employment because of ethnic group identification, gender, gender
identity, gender expression, sexual orientation, color, physical disability, mental disability, medical condition,
national origin, race, ancestry, marital status, religion or religious creed, pursuant to all applicable State of
California and Federal statutes and regulations.
12. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
13. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure
of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with
COUNTY for the purpose of providing services under this Agreement must employ adequate data security
measures to protect the confidential information provided to CONTRACTOR by COUNTY, including but not
limited to the following:
A. CONTRACTOR is responsible to employ strict controls to ensure the integrity and
security of COUNTY
computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally and externally.
B. 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.
C. CONTRACTOR is responsible to immediately notify COUNTY of any breaches or
potential breaches of security related to COUNTY
files, program documentation, data processing systems, data files and data processing equipment which
stores or processes COUNTY data internally or externally.
D. In the event of a breach of security related to COUNTY
provided to CONTRACTOR, COUNTY will manage the response to the incident, however, CONTRACTOR
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will be responsible to issue any notification to affected individuals as required by law or as deemed
necessary by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a
result of providing the required notification. When no longer needed, all Medi-Cal Personally Identifiable
Information, as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS
and the County of Fresno, Agreement No. A-16-659, whether stored in print or electronic format, must be
destroyed and disposed of through confidential means, as described in Agreement No. A-16-659.
Agreement No. A-16-659 is available upon request or can be viewed at:
http://www.co.fresno.ca.us/MediCalPrivacy/.
14. DEBARMENT AND SUSPENSION CERTIFICATION
A. COUNTY and CONTRACTOR recognize that Federal assistance funds will be used
under the terms of this Agreement. For purposes of this paragraph, CONTRACTOR will be referred to as
B. This certification is required by the regulation implementing Executive Order 12549,
1. The prospective recipient of Federal assistance funds certifies by entering into
this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
2. The prospective recipient of funds agrees by entering into this Agreement, that
it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency with which this transaction originated.
3. Where the prospective recipient of Federal assistance funds is unable to
certify to any of the statements in this certification, such prospective participant shall attach an
explanation to this Agreement.
4. The prospective recipient shall provide immediate written notice to COUNTY if
at any time prospective recipient learns that its certification in Paragraph Fourteen (14) of this
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Agreement was erroneous when submitted or has become erroneous by reason of changed
circumstances.
5. The prospective recipient further agrees that by entering into this Agreement,
it will include a clause identical to Paragraph Fourteen (14) of this Agreem Debarment and
Suspension Certification
covered transaction.
6. The certification in Paragraph Fourteen (14) of this Agreement is a material
representation of fact upon which COUNTY relied in entering into this Agreement.
15. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
16. PERSONNEL DISCLOSURE
CONTRACTOR shall make available to COUNTY a current list of all personnel providing
services hereunder. Changes to this will be immediately provided to COUNTY in writing. The list shall
provide the following information:
A. All full or part-time staff positions by title whose direct services are required to provide
the services described herein;
B. A brief description of the functions of each such position;
C. The education and experience levels required for each position;
D. The names of persons filling the identified positions.
17. NOTICES
The persons and their addresses having authority to give and receive notices under this
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Agreement include the following:
COUNTY CONTRACTOR
Director President
Department of Social Services Excellesoft Partners, LLC
P.O. Box 1912 6520 Lonetree Blvd. #1030
Fresno, CA 93718-1912 Rocklin, CA 95765
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
18. CHANGE OF LEADERSHIP/MANAGEMENT
In the event of any change in the status of
CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of the change.
or mana
individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
nances.
19. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
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County, California. The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
20. LOBBYING 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.
21. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
22. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.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 (including Exhibit A and Exhibit B); and (2)
Exhibit C.
///
///
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first hereinabove written.
CONTRACTOR:
Excellesoft Partners, LLC
COUNTY OF FRESNO:
(Authorized Signature)
Mark Saaty, President/CEO
Gary Cornuelle
Purchasing Manager
Print Name & Title
Mailing Address
Excellesoft
6520 Lonetree Blvd., #1030
Rocklin, CA 95765
For Accounting Use Only:
Fund: 0001
Subclass: 10000
ORG: 56108550
Account: 7295
Digitally signed by Mark Saaty
DN: cn=Mark Saaty, o=Excellesoft, ou,
email=mark@excellesoft.com, c=US
Date: 2020.04.15 13:23:15 -07'00'
Gary E. Cornuelle Digitally signed by Gary E. Cornuelle
DN: cn=Gary E. Cornuelle, o, ou,
email=gcornuelle@fresnocountyca.gov, c=US
Date: 2020.04.15 11:43:44 -07'00'
Exhibit A
Page 1 of 6
SUMMARY OF SERVICES
ORGANIZATION: Excellesoft Partners, LLC
ADDRESS: 6520 Lonetree Boulevard #1030
Rocklin, CA 95765
SERVICES: IHSS Provider Online Enrollment and Orientation Services
TELEPHONE: (800) 941-4113
CONTACTS: Mark Saaty, President/CEO
mark@excellesoft.com
Jenny Lynn Campbell, Director of Sales and Training
jennylynn@excellesoft.com
CONTRACT PERIOD: April 1, 2020 June 30, 2023, with two optional one-year
extensions
AMOUNT: Not to exceed $115,656
SUMMARY OF SERVICES
Excellesoft Partners, LLC (CONTRACTOR) will provide the Fresno County Department of
Social Services (COUNTY) a subscription to and right to use REVA, a fully-hosted, web-based,
IHSS Provider Orientation and Enrollment System to manage and support In-Home Supportive
Services (IHSS) care provider enrollment and orientation activities and requirements.
A. Users:
CONTRACTOR shall set up and enable COUNTY access to REVA for an unlimited
number of system users.
B. System Implementation:
CONTRACTOR shall work in conjunction with COUNTY staff to enable COUNTY access
to and use of REVA. Implementation shall include data migration and user acceptance
testing.
C. Training:
a. CONTRACTOR will provide COUNTY with one (1) day of training via webinar,
which will include system administrator training, for up to ten (10) people.
b. CONTRACTOR will provide online user manuals and updates regularly at no
cost.
D. Maintenance and Support:
Exhibit A
Page 2 of 6
a. CONTRACTOR shall set up and enable COUNTY access to the system for use
by COUNTY. CONTRACTOR shall be responsible for all system maintenance,
data backups, system backups, system security, system performance, system
reliability, issue resolution, and bug/defect fixes.
b. CONTRACTOR shall be available for support Monday through Friday 8:00 a.m.
5:00 p.m. Pacific Time, except on State and Federal holidays. Initial contact for
support may be via email (support@excellesoft.com) or by voicemail messaging
((800) 914-4113 x1).. CONTRACTOR will use its best effort to provide a
response within two hours to initial contact/response and issue resolution.
c. CONTRACTOR does not provide support to IHSS recipients or providers.
Messages received from IHSS recipients and/or providers will be forwarded to
COUNTY.
E. Warranties:
CONTRACTOR 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 COUNTY
F. System Availability:
CONTRACTOR guarantees system availability of 99.999% Monday Friday, 6:00 a.m.
6:00 p.m. Pacific Time, except for 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
CONTRACTOR, a best effort shall be made to resolve the outage or failure as soon as
possible.
If an unplanned outage or failure in the system causes COUNTY demonstrable loss of
productivity, COUNTY is entitled to a credit equal in amount to the pro-rated duration of
the outage for the number of users affected. COUNTY must notify CONTRACTOR 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 o
COUNTY invoice.
COUNTY acknowledges that access to the system may be affected by COUNTY
network, local or national Internet network activity, or bandwidth issues. CONTRACTOR
hereby disclaims, and COUNTY hereby waives, any and all CONTRACTOR
responsibility for any service interruption resulting from said Internet network activity and
bandwidth issues and limitations.
COUNTY RESPONSIBILITIES
A. Training:
COUNTY is responsible to provide:
a. A training facility with computers (one computer per trainee)
b. A TWAIN scanner connected to at least one computer
Exhibit A
Page 3 of 6
c. A projector or large-screen monitor
d. Internet connectivity to all computers
e. Printing of training materials
f. IT support will need to be available onsite on the morning of the first day for
installation of scanner drivers and Internet Explorer settings
g. Guest Wi-s (two).
B. COUNTY Website:
COUNTY shall update/modify its website to include instructions for IHSS
providers on how to complete the enrollment process using REVA. The website
Enrollment instructions posted by other counties may be used as examples.
Links to other county websites will be provided at the appropriate time. The web
r something similar. It
should not be the URL of the REVA enrollment page. The URL will be provided
at the appropriate time. CONTRACTOR must not direct providers to the REVA
Public Authority sign in page, the REVA information website, or the Excellesoft
website.
C. Local System Administrator:
COUNTY shall designate at least one user as a REVA System Administrator for
the purposes of performing important functions that are specific to COUNTY
daily operations and use of the system, such as user account creation and
maintenance; resetting of passwords, setting of user permissions, etc. The REVA
ystem permissions are set to be the minimal system
permissions needed for the user to perform their job. Expertise in information
technology is not required to be a REVA System Administrator.
D. Performance of COUNTY Technology:
COUNTY 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. COUNTY shall meet the
following Minimum Computer & Network Requirements:
a. Computer Specifications
i. PC running Windows 10
ii. Internet Explorer 11
1. Add www.reva-pa.com to the list of Trusted Sites
2. Allow pop-ups from www.reva-pa.com
3. Allow Scripting Access (this will allow the JavaScript features to
work)
b. Electronic Signature Pad Hardware
Exhibit A
Page 4 of 6
i. Required on computers that will be processing IHSS provider
appointments. Used for electronic signature of State-mandated forms
SOC 426 and SOC 846.
ii. Topaz Systems Model T-LBK462HSB-R or compatible model
c. Digital Camera Hardware
i. Optional on computers that will be processing IHSS provider
appointments. Used for issuance of a Public Authority ID badge. The
hoto is helpful in
fraud investigations as proof/confirmation that provider was the person
that showed up for the appointment.
ii. REVA will work with any Windows-compatible digital camera that has a
USB connection.
d. Scanner Hardware
i. Required on computers that will be processing IHSS provider
government-issued identification.
ii. REVA will work with any directly-connected TWAIN scanner.
e. Information Technology Network Infrastructure Settings
i. Whitelist www.reva-pa.com in any URL filtering system/appliance and in
the firewall
f. Internet Connectivity
i. Internet connection capable of a minimum data rate of 2.5 Mbps per
concurrent user
g. Additional Software/Drivers to Install
i. REVA requires installation of additional software, drivers, and browser
plug-ins as follows:
1. Scanner Internet Explorer Plug-in: required only on computers that
will be processing IHSS provider appointments. This plug-in driver
allows REVA to access the TWAIN functionality of the scanner. It
is required to scan Social Security cards, ID cards, and additional
documents into the system. To be installed from within REVA.
2. Signature Pad Driver: required only on computers that will be
processing IHSS provider appointments. The driver is used to
control the electronic signature pad. It is required in order to have
a provider electronically sign the SOC 426 and SOC 846. To be
installed from within REVA.
E. Unauthorized System Access:
COUNTY shall make an effort to ensure that the users accessing REVA on their network
domain use password-protected screensavers, 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 REVA.
Exhibit A
Page 5 of 6
Access to REVA requires manual entry of a user name, password, and validation of
CAPTCHA text. COUNTY 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.
COUNTY shall not perform, or cause to be performed, penetration tests, security tests,
or performance tests of any type on the system.
F. User Accounts:
COUNTY shall not create generic user accounts. All user accounts must be associated
to a real person using their actual First Name and Last Name. Customer shall not create
shared user accounts or allow a user account to be shared.
USERS GROUP & DEVELOPMENT OF ADDITIONAL FUNCTIONALITY
A. Continued System Functionality
CONTRACTOR will, at no charge to COUNTY, 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 and/or
performance issues.
B. REVA Users Group
It is recommended that COUNTY regularly attend and actively participate in the REVA
Users Group conference call/webinar. The Users Group is a discussion forum for
information sharing on using the system, best practices for agency operations as related
to the use of REVA, 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. Attendees and
participants should be supervisors and/or managers of the IHSS Public Authority
agency. The Users Group attendees and participants should be subject-matter experts
and should be fully knowledgeable in the daily operations of their agency. Attendance is
not mandatory. Active participation is not mandatory. The Users Group currently meets
on a quarterly basis; frequency of the meeting can be adjusted as agreed upon by the
Users Group. The conference call/webinar is hosted and moderated by CONTRACTOR.
The REVA Users Group is not a technical forum for information technology.
C. Identification and Cost Allocation
Because REVA is a multi-county system, requests for system changes, additional
features, or enhancements are presented to the REVA Users Group for discussion of the
functionality, benefits, and usability by all counties. The REVA Users Group will
collectively determine the changes and enhancements that are to be added to the
system by a simple majority vote. All counties that attend the REVA Users Group have
an equal vote. CONTRACTOR does not have a vote. CONTRACTOR can veto if we
determine that the requested change, addition, or enhancement is not in the best
interest of the system or of CONTRACTOR or if it is determined 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
Exhibit A
Page 6 of 6
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.
CONTRACTOR will provide an individualized quote to COUNTY 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. The fee-based change/enhancement will only be developed if
CONTRACTOR determines that the change does not result in a system that is too
complex and/or more difficult to maintain, manage, or administer. COUNTY may defer its
costs to the next fiscal year if needed for budgeting purposes.
D. Development Rate
Development of additional system functionality shall be quoted on a time and material
basis at a rate of not more than $165.00 per hour.
E. 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 CONTRACTOR
Exhibit B 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 not provided will be at no charge to COUNTY. SERVICE YEAR 1 April 1, 2020 through June 30, 2021 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Annual Subscription Fee for Unlimited Number of Users ($595 per month); invoiced annually at start of fiscal year. To include 10% discount for first 12 mos. $8,211 $7,140 $7,140 $7,140 $7,140 Provider Processing ($1 per Provider, estimate of 9,600 per year / 2,400 per quarter); invoiced quarterly for actual number of providers processed Not to Exceed $12,000 Not to Exceed $9,600 Not to Exceed $9,600 Not to Exceed $9,600 Not to Exceed $9,600 Text Message Appointment Reminders ($55/month); to be invoiced annually at start of fiscal year $825 $660 $660 $660 $660Additional Upgrades, Modifications, and Training Not to exceed $3,000 Not to exceed $3,000 Not to exceed $3,000 Not to exceed $3,000 Not to exceed $3,000 User/Admin Support No Charge No Charge No Charge No Charge No Charge One (1) day of End-User Training for up to fifteen people; $250 per additional person (one-time-only) $8,920 Implementation Fee for rollout of website and system configuration (one-time-only) $1,100 Total for Each Year $34,056 $20,400 $20,400 $20,400 $20,400 GRAND TOTAL FOR FIVE YEARS $115,656
REVA
Additional Terms and Conditions
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INTELLECTUAL PROPERTY
1. System Ownership
Contractor is the developer and sole owner of REVA. 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 Contractor
related to the operation and function of the system are the property of Contractor.
2. Client Data Ownership
All data and information entered into the system by County or its designees are the property of County.
Contractor will not share County data or information to any 3
rd party or outside organization, without the
express written permission or consent of County.
3. Non-Compete
County hereby acknowledges and agrees that County will receive confidential information and trade
secrets during the term of this Agreement. County acknowledges that Contractor has a legitimate business
interest in placing reasonable limits on the use of such information. Accordingly, during the Agreement
term and for a two-year period following the term, County shall not use, demonstrate, simulate, or
describe the system in any manner (directly or indirectly) to any other individual, entity, institute, or
organization for the purposes of developing, promoting, advertising, marketing, or providing a similar or
competitive system.
4. No Contest
County shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks,
service marks and trade secrets (as applicable) of Contractor in connection with the system.
5. County Cooperation
County hereby acknowledges that successful system performance shall require County to cooperate with
Contractor in good faith and to provide information as may be requested by Contractor from time to time.
County hereby agrees to provide such good faith cooperation and information.
CONFIDENTIALITY & PRIVACY
1. Confidentiality/Privacy
County contact information, along with that of its designees, shall remain confidential and shall not be
shared with any outside organization, except as may be required by law or by notice of a law enforcement
agency or by judicial order.
Contractor may, at times, request that County be used as a reference for future business with other
counties or organizations. Contractor will first ask for County ences being
made.
2. Access to Data
County hereby allows Contractor access to County 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 Contractor development staff only have full
REVA
Additional Terms and Conditions
Page 2 of 4
access to the database. Contractor
permissions are set to be the minimal system permissions needed for the user to perform their job.
LIABILITIES
1. Force Majeure
Neither party shall be held in any manner liable or accountable for losses, costs, or expenses that may
,
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. Remedies
The sole remedy of County and its users for any reason and for any cause of action whatsoever in
connection with or relating to this Agreement and use of the system, regardless of the form of action,
whether in contract or in tort, including negligence, shall be modification of the system and Contractor's
policies and practices, as determined by Contractor.
3. Infringement
County shall release, defend, indemnify, and hold harmless Contractor (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
County-provided information and materials by Contractor. County shall defend and settle at its sole
expense all suits or proceeding arising in connection with any such third-party claim. County shall not
enter into any agreement, which impairs the right of Contractor to use County-provided materials in
accordance with this Agreement. In all events, Contractor shall have the right to participate in the defense
of any such suit or proceeding through counsel of its own choosing. If use of County-provided materials
is disrupted as a result of a third-party claim, Contractor shall have the right to remove County-provided
materials. The foregoing remedy shall be non-exclusive and in addition to any other legal or equitable
remedies Contractor may have or accrue.
4. Continuation
The terms and provisions of this section shall survive termination and cancellation of this Agreement.
FEES & PAYMENTS
Non-payment of invoices may result in a notification to County of a temporary suspension of access to
the system until all invoices are paid up to date, including any applied late fees.
1. Per IP Fee
As specified in Exhibit B - Budget, REVA pricing includes a per-IP processing fee for each Independent
Provider that has completed the processing in REVA. Processing is considered fully processed upon the
completion of four key workflow steps.
.
Scan or upload of SSN card.
Electronic signature of SOC 426 or upload or scan of completed form.
Electronic signature of SOC 846 or upload or scan of completed form.
REVA
Additional Terms and Conditions
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These tasks are collectively referred to as scan-scan-sig-sig. The steps can be completed in any order and
at any time. The completion date of the last remaining step shall be the date used for billing purposes.
Any County actions taken to circumvent the per-IP fee or alternate steps taken in lieu of the scan-scan-
sig-sig steps shall be considered as completion of the IP processing and shall be billed accordingly.
TERMINATION
1. 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 immediately.
2. Nonpayment
County failure to pay an invoice on its due date may result in a Notice of Nonpayment to County. Upon
receipt of Nonpayment Notice, County shall have ten days to cure the nonpayment. If County fails to cure
the nonpayment within the required ten-day period, Contractor shall have the right to cancel the
Agreement and terminate all access to the system as of the eleventh day after the date of the Nonpayment
Notice.
3. System Access
Upon termination or cancellation of this Agreement, all County 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, County may request a database extract of County . Upon
receipt of such a request, Contractor shall provide a Time & Materials quote to County 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.
MISCELLANEOUS
1. 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.
2. 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.
3. 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
REVA
Additional Terms and Conditions
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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.
4. 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.
5. 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.
6. 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.
7. 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. Contractor
(including officers, directors, agents and associates of Contractor) hereby disclaims and County 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, Contractor 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. Except as set forth herein to the contrary,
Contractor does not make any warranty and users hereby waive any and all warranties as to the results
obtained from use of the third-party software or as to the accuracy, completeness, timeliness or reliability
of the third-party software. Users hereby acknowledge and agree that use of the internet and the system
shall be at the sole and exclusive risk of users and subject to the restrictions, terms and conditions, rules,
regulations, policies, applicable laws and codes of conduct governing the internet, the system or otherwise
applicable.
Exhibit
Exhibit