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HomeMy WebLinkAbout320481 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement No.15-188 AGREEMENT This Agreement is made and entered into this } ~ day of 'fY\~'1 2015, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY", and THE RUSHMORE GROUP, a limited liability company, whose address is 316 S. Coteau Street, Pierre, South Dakota, 57501, hereinafter referred to as "CONTRACTOR". WIT N E S S E T H: WHEREAS, COUNTY has contracted with CONTRACTOR since 2009, the most recent contract (County Agreement No. 11-316) is effective July 1, 2011 through June 30, 2015, for the provision of a Second Party Case Review System for CalFresh, In-Home Supportive Services, Foster Care, General Relief, Medi-Cal and CalWORKs; and WHEREAS, COUNTY currently has a contract with CONTRACTOR (County Agreement No. 12-336), effective July 1, 2012 through June 30, 2015, for the provision of a Child Welfare Second Party Case Review System; and WHEREAS, COUNTY wishes to continue contracting with CONTRACTOR for the provision and updating of, and training on, Second Party Case Review Systems for CalFresch, In-Home Supportive Services, Foster Care, General Relief, Medi-Cal, CalWORKs, and Child Welfare at the termination of County Agreement Nos. 11-316 and 12-336; and WHEREAS, in addition, the COUNTY desires to engage the CONTRACTOR for the purpose of designing, testing, implementing and maintaining electronic call review data collection instruments and evaluation tools designed specifically for the County's DSS Call Center; and WHEREAS, CONTRACTOR, will design, test, implement and maintain the Second Party Review System specifically for the COUNTY's DSS Call Center to evaluate Call Center Call Agents' telephone calls in the performance of their regular duties for customer service skills and for information accuracy and completeness; and WHEREAS, CONTRACTOR is willing to provide quarterly updates to all of these products, which includes scheduled programming changes and software functionality that have been fully tested and deemed ready for release by CONTRACTOR and COUNTY's DSS under this Maintenance - 1 -COUN'lY 01 1 11RESNO Fresno, CA Agreement. NOW,THEREFORE,in consideration of their mutual covenants and conditions,the parties hereto agree as follows: 1.SERVICES CONTRACTOR shall provide all services and goods set forth in Exhibit A,Summary Services,attached hereto and by this reference incorporated herein. 2.TERM This Agreement shall become effective onthe 1st day of July,2015 and shall terminate onthe 3011 day of June,2018.This Agreement shall automatically be extended for two (2)additional twelve month periods upon the terms and conditions herein set forth,unless written notice of non renewal is given by COTNRACTOR or COUNTY or COUNTY'S Department of Social Services Director or designee,no later than thirty (30) days prior to the close of the current Agreement term. 3.TERMINATION A.Non-Allocation of"Funds -The terms of this Agreement,and the services to be provided thereunder,are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated,the services provided may be modified,or this Agreement terminated at any time by giving CONTRACTOR thirty (30) days advance written notice. B.Breach of Contract -COUNTY may immediately suspend or terminate this Agreement in whole or in part,where in the determination of COUNTY there is: 1)An illegal or improper use of funds; 2) A failure to comply with any term of this Agreement; 3) A substantially incorrect or incomplete report submitted to COUNTY; 4)Improperly performed service. In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this Agreement or any default which may then exist on the part of CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default.COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY of any funds disbursed to CONTRACTOR under this Agreement,which in the judgment of COUNTY ()!•l-RluSNO I'rcsno,(~.,\ COUNTY were not expended in accordance with the terms of this Agreement.CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY'S option, such repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement. C.Without Cause -Under circumstances other than those set forth above,this Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY'S DSS Director,or designee,upon the giving of thirty (30)days advance written notice of an intention to terminate the Agreement. 4.COMPENSATION For actual services provided as identified in this Agreement COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B, "Budget,"attached hereto and by this reference incorporated herein. In no event shall services performed under this Agreement be in excess of Thirty-Four Thousand Six Hundred andNo/100Dollars ($34,600.00)forthe periodof July 1st,2015 through June 30th.2016.In no event shall services performed under this Agreement be in excess of Thirty Thousand Five Hundred and No/100 Dollars ($30,500.00)for each subsequent twelve (12)month term. The cumulative total of this Agreement for the five year period shall not be in excess of One Hundred and Fifty-Six Thousand,Six Hundred and No/100 Dollars ($156,600.00).It is understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR. Except as provided below regarding State payment delays,payments by COUNTY shall be in arrears, for services provided during the preceding month,within forty-five (45) days after receipt,verification and approval of CONTRACTOR'S invoices by COUNTY'S DSS.If CONTRACTOR should fail to comply with any provision of this Agreement,COUNTY shall be relieved of its obligation for further compensation.All final claims for each term shall be submitted by CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed.No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day closeout period. Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall automatically revert to COUNTY. - 3 -COUNTY OFI-'RKSXO I'resno.CA The services provided by CONTRACTOR under this Agreement are funded in whole or in part by the State of California.In the event that funding for these services is delayed by the State Controller,COUNTY may defer payment to CONTRACTOR.The amount of the deferred payment shall not exceed the amount of funding delayed by the State Controller to COUNTY.The period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller's delay of payment to COUNTY plus forty-five (45) days. 5.INVOICING CONTRACTOR shall invoice COUNTY semi-annually for actual expenses incurred and services rendered in the previous 6 months to:DSSInvoices@co.fresno.ca.us.No reimbursement for services shall be made until invoices are received,reviewed and approved by COUNTY'S DSS. At the discretion of COUNTY'S DSS Director or designee,if an invoice is incorrect or is otherwise not in proper form or substance,COUNTY'S DSS Director or designee shall have the right to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR.CONTRACTOR agrees to continue to provide services for a period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety (90) day period,the invoice(s)is still not corrected to COUNTY'S DSS satisfaction,COUNTY'S DSS Director or designee may elect to terminate this Agreement,pursuant to the termination provisions stated in Paragraph Three (3)of this Agreement.In addition,for invoices received sixty (60) days after the expiration of each term of this Agreement or termination of this Agreement,at the discretion of COUNTY'S DSS Director or designee,COUNTY'S DSS shall have the right to deny payment of any additional invoices received. 6.INDEPENDENT CONTRACTOR In performance of the work,duties,and obligations assumed by CONTRACTOR under this Agreement,it is mutually understood and agreed that CONTRACTOR,including any and all of CONTRACTOR'S officers,agents,and employees will at all times be acting and performing as an independent contractor,and shall act in an independent capacity and not as an officer,agent,servant, employee,joint venturer,partner,or associate of COUNTY.Furthermore,COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform 4 -COUNTY OF FRHSNO Fresno,CA its work and function.However,COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations,if any,of governmental authorities having jurisdiction over matters which are directly or indirectly the subject of this Agreement. Because of its status as an independent contractor,CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.In addition,CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security,withholding,and all other regulations governing such matters. It is acknowledged that during the term of this Agreement,CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement. 7.MODIFICATION A. Any matters of this Agreement may be modified from time to time by the written consent of all the parties without,in any way,affecting the remainder. B.CONTRACTOR hereby agrees that changes to the compensation under this Agreement may be necessitated by a reduction in funding from State and/or Federal sources. COUNTY'S DSS Director or designee may modify the maximum compensation depending on State and Federal funding availability,as stated in Section Four (4) in this Agreement.CONTRACTOR further understands that this Agreement is subject to any restrictions,limitations or enactments of all legislative bodies which affect the provisions,term or funding of this Agreement in any manner. 8.NON-ASSIGNMENT Neither party shall assign,transfer or subcontract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 9.HOLD-HARMLESS CONTRACTOR agrees to indemnify,save, hold harmless,and at COUNTY'S request, defend COUNTY,its officers,agents and employees from any and all costs and expenses,including COUNTY OF FRFSNO Fresno,CA attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to COUNTY in connection with the performance,or failure to perform,by CONTRACTOR,its officers, agents or employees under this Agreement,and from any and all costs and expenses,including attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to any person,firm or corporation who may be injured or damaged by the performance,or failure to perform, of CONTRACTOR,its officers,agents or employees under this Agreement.In addition, CONTRACTOR agrees to indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting from noncompliance herein on the part of the CONTRACTOR. 10.INSURANCE Without limiting COUNTY'S right to obtain indemnification from CONTRACTOR or any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A.Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million Dollars ($2,000,000).This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including completed operations, product liability,contractual liability,Explosion,Collapse,and Underground (XCU),fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. B.Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000)per person,Five Hundred Thousand Dollars ($500,000)per accident and for property damages of not less than Fifty Thousand Dollars ($50,000),or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000).Coverage should include owned and non-owned vehicles used in connection with this Agreement. C.Professional Liability If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N., L.C.S.W.,M.F.C.T.)in providing services,Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence,Three Million Dollars ($3,000,000)annual aggregate. COUNTY OF FRFSNO Fresno,CA D. Worker's Compensation A policy of Worker's Compensation Insurance as maybe required bythe California Labor Code. CONTRACTOR shallobtain 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 asthe operations under this Agreement are concerned.Such coverage for additional insured shallapplyas primary insurance andanyother insurance,or self-insurance,maintained by COUNTY,its officers,agents and employees shall be excessonlyandnot contributing with insurance providedunder CONTRACTOR'S policies herein. This insurance shall notbe cancelled or changed without a minimum of thirty (30)days advance written notice given to COUNTY. Within thirty (30) days from the effective date of this Agreement, CONTRACTOR shall provide certificates of insurance and endorsements as stated above forallofthe foregoing policies, as required herein,to the County of Fresno. DSS, PO BOX 1912, Fresno,California,93718- 1912,Attention: Contracts, stating that such insurance coverages have been obtained and are in full force;thatthe County of Fresno,its officers,agents and employees willnotbe responsible forany premiums onthe policies;thatsuch Commercial General Liability insurance names the Countyof 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. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided,COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. COUNTY OF FRFSNO Fresno,(l.\ All policies shall be with admitted insurers licensed to do business in the State of California.Insurance purchased shall be from companies possessing a current A.M.Best,Inc.rating ofAFSC VII or better. H-SUBCONTRACTS CONTRACTOR shall obtain written approval from COUNTY or COUNTY'S DSS Director,or designee before subcontracting anyofthe services delivered under this Agreement.Any subcontractorwill be subjectto all applicableprovisionsof this Agreement,and all applicableState and Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the performanceof any subcontractorunlessotherwiseexpressly agreed to in writing by COUNTY.The useof subcontractorsby CONTRACTORshall not entitle CONTRACTORto any additional compensation than is provided for under this Agreement. 12.CONFIDENTIALITY AND MEDICAL PRIVACY All services performed by CONTRACTOR under this Agreement shall be in strict conformance withall applicable Federal,Stateof California,and/orlocallawsand regulations relating to confidentiality including,but not limited to:California Welfare and Institutions Code Sections 10850 and 14100.2;the CDSS Manual of Policies and Procedures,Division 19-0000;the California Department of Flealth Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H; and the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County of Fresno,Agreement No.A-14-075,by this reference incorporated herein, to assure that all applications and records concerning program recipients shall be kept confidential and shall not be opened to examination, publicized, disclosed, or used for any purpose not directly connected with administration of the program. Agreement No.A-14-075 is available upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. CONTRACTOR shall inform all of its employees, agents,officers,subcontractors,Board of Directors members or partners of this provision; and that any person knowingly and intentionally violating this provision is guilty of a misdemeanor. 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 COUNTY OF FRFSNO Fresno.CA resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationshipwith COUNTY forthe purpose of providingservices underthis Agreement must employ adequate data security measures to protect the confidential information provided to CONTRACTOR by COUNTY,including but not limited to the following: A.Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to COUNTY networks via personally owned mobile,wireless or handheld devices,except when authorized by COUNTY for telecommuting and then only if virus protection software currency agreements are in place, and if a secure connection is used. B.Contractor-Owned Computers or Computer Peripherals may not brought into COUNTY for use, including and not limited to mobile storage devices,without prior authorization from COUNTY'S Chief Information Officer or her designee. Data must be stored on a secure server approved by COUNTY and transferred by means of a VPN (Virtual Private Network)connection,or another type of secure connection of this type if any data is approved to be transferred. C.County-Owned Computer Equipment -CONTRACTOR or anyone having an employment relationship with COUNTY may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior authorization from COUNTY'S Chief Information Officer or her designee. D.CONTRACTOR may not store COUNTY'S private,confidential or sensitive data on any hard-disk drive. E.CONTRACTOR is responsible to employ strict controls to insure the integrity and security of COUNTY'S confidential information and to prevent unauthorized access to data maintained in computer files,program documentation,data processing systems,data files and data processing equipment which stores or processes COUNTY data internally and externally. F.Confidential client information transmitted to one party by the other by means of electronic transmissions must be encrypted according to Advanced Encryption Standards (AES)of 128 BIT or higher.Additionally,a password or pass phrase must be utilized. G.CONTRACTOR is responsible to immediately notify COUNTY of any breaches or potential breaches of security related to COUNTY'S confidential information,data maintained in COUNiTY OF FRFSNO Fresno,CA computer files,program documentation,data processing systems,data files and data processing equipment which stores or processes COUNTY data internally or externally. H. In the event of a breach of security related to COUNTY'S confidential client information provided to CONTRACTOR,COUNTY will manage the response to the incident, however,CONTRACTOR will be responsible to issue any notification to affected individuals as required by law or as deemed necessary by COUNTY in its sole discretion.CONTRACTOR will be responsible for all costs incurred as a result of providing the required notification.When no longer needed, all Medi-Cal Personally Identifiable Information,as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the County of Fresno,Agreement No. A-14- 075,whether stored in print or electronic format, must be destroyed or disposed of through confidential means, as described in Agreement A-14-075.Agreement No.A-14-075,is available upon request or can be viewed at:http://www.co.fresno.ca.us/MediCalPrivacy/. I. The requirements in this Data Security provision shall apply to CONTRACTOR'S subcontractors,if any. 14.NON-DISCRIMINATION During the performance of this Agreement CONTRACTOR shall not unlawfully- discriminate against any employee or applicant for employment,or recipient of services, because of ethnic group identification, gender, gender identity,gender expression, sexual orientation, color, physicaldisability,mentaldisability,medicalcondition,nationalorigin,race,ancestry, maritalstatus, religion,or religiouscreed, pursuantto all applicableState of Californiaand Federalstatutesand regulations. 15.CONFLICT OF INTEREST No officer, agent, or employee of COUNTY who exercises any function or responsibility for planningand carryingout the services providedunderthis Agreementshallhaveany director indirectpersonal financial interestin this Agreement.No officer,agent,or employeeof COUNTY who exercises any function or responsibility for planning and carrying out the services provided underthis Agreement shallhaveanydirector indirect personal financial interest inthis Agreement.In addition,no employee of COUNTY shall be employed by CONTRACTOR to fulfill COUNTY OF'FRFSNO Fresno,CA any contractual obligations with COUNTY.CONTRACTOR shallalsocomplywithall Federal,State of California,and local conflict of interest laws,statutes,and regulations,which shall be applicable to all parties and beneficiaries underthis Agreement andany officer,agent,or employee of COUNTY. 16.CHARITABLE CHOICE CONTRACTOR may not discriminate in its program delivery against a client or potential clientonthebasisof religion or religious belief,a refusal to holda religious belief,ora refusal to activelyparticipate in a religiouspractice. Any specificallyreligiousactivityor servicemade available to individualsby CONTRACTORmust bevoluntaryas well as separatein timeand location from County funded activitiesand services.CONTRACTOR shall inform COUNTY asto whether it is faith-based.If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its policy on referring individuals toan alternate treatment provider,and include a copyofthis policy inits clientadmission forms.The policymust informindividualsthat they may be referredto an alternative provider if they object to the religious nature ofthe program,and include a notice to DSS.If CONTRACTOR identifiesas faith-based,by July 1of each year CONTRACTORwill be requiredto report to DSS the number of individuals who requested referrals to alternate providers based on religious objection. 17.PROHIBITION ON PUBLICITY None of the funds, materials, propertyor servicesprovideddirectlyor indirectlyunder this Agreement shall be used for CONTRACTOR'S advertising,fundraising,or publicity (i.e., purchasing of tickets/tables,silent auction donations,etc.)forthe purpose of self-promotion. Notwithstanding the above,publicity ofthe services described in Paragraph One(1)ofthis Agreement shallbe allowed as necessary to raise public awareness aboutthe availability of such specific services when approved in advance by the Director or designee and ata cost as provided in Exhibit B for such items as written/printed materials,theuseofmedia (i.e..radio,television,newspapers)andanyother related expense(s). 18.DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if CONTRACTOR is operating asa corporation (a for- profit or non-profit corporation)orif during the term of this Agreement,CONTRACTOR changes its COUNTY OF FRFSNO Fresno.CA status to operate as a corporation. Members of CONTRACTOR'S Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement.A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit C and bythis reference incorporated herein, and submitting it to COUNTY prior to commencing with the self- dealing transaction or immediately thereafter. 19.AUDITS AND INSPECTIONS CONTRACTOR shall at any time during business hours,and as often as COUNTY may deem necessary, make available to COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. If this Agreementexceeds Ten Thousandand No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State of California Auditor General for a period of three (3) years after final payment under contract (California Government Code section 8546.7). In addition,CONTRACTOR shall cooperate and participate with COUNTY'S fiscal review process andcomplywithall final determinations rendered bythe COUNTY'S fiscal review process.If COUNTY reaches an adverse decision regarding CONTRACTOR'S services to consumers,it may result in the disallowanceof payment for services rendered;or inadditional controls to the delivery of services, or in the termination of this Agreement, at the discretion of COUNTY'S DSS Director or designee. If as a result of COUNTY'S fiscal review process a disallowance is discovered due to CONTRACTOR'S deficiency,CONTRACTOR shall be financially liable forthe amount previously paidby COUNTY to CONTRACTOR andthis disallowance willbe adjusted from CONTRACTOR'S future payments,atthe discretion of COUNTY'S DSS Director or COUNTY OF FRFSNO Fresno.CA designee. In addition,COUNTY shall have the sole discretion in the determination of fiscal review outcomes,decisions and actions. 20.NOTICES The persons having authority to give and receive notices under this Agreement and their addresses include the following: COUNTY CONTRACTOR Director,County of Fresno Chief Executive Officer Department of Social Services The Rushmore Group,LLC POBOX1912 316S.Coteau Street Fresno,CA 93718-1912 Pierre,SD 57501 21.CHANGE OF LEADERSHIP /MANAGEMENT Any and all notices between COUNTY and CONTRACTOR provided for or permitted under this Agreement or by law, shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail,postage prepaid,addressed to such party. In the event of any change in the status of CONTRACTOR'S leadership or management,CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change. Such notification shall include any new leader or manager's name, address and qualifications.''Leadership or management" shall include any employee, member, or owner of CONTRACTOR who either a) directs individuals providing services pursuant to this Agreement, b) exercises control over the manner in which services are provided,or c) has authority over CONTRACTOR'S finances. 22.GOVERNING LAW The parties agree, that for the purposes of venue, performance under this Agreement is to be in Fresno County,California. The rights and obligations of the parties and all interpretation and performance of this Agreementshall be governedin all respects by the laws of the Stateof California. 23.ENTIRE AGREEMENT This Agreement, including all Exhibits,and CONTRACTOR'S response thereto, COUNTY OF'FRFSNO Fresno.CA constitutes the entire agreement between CONTRACTOR and COUNTY withrespectto thesubject matterhereofand supersedes all previous agreement negotiations,proposals,commitments,writings, advertisements,publications and understandings of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// COUNTY OF FRFSNO Fresno,CA 1 2 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first hereinabove written. ATTEST: 4 CONTRACTOR: 5 THE RUSHMORE GROUP, LLC 6 7 8 9 10 11 12 Print Name: S~IJ.Gr..i -J~ 'r Title: CJ::v Chairman of the Board, or 13 President, or any Vice President 14 15 16 17 18 19 20 21 22 23 24 25 26 Title: l)..l-?i c.e, M ,4-.v~ ~ Secretary (of Corporation), or any Assistant Secretary, or Chief Financial Officer, or any Assistant Treasurer Mailing Address: The Rushmore Group, LLC 316 S. Coteau Street Phone No.: (605) 224-8899 COUNTY OF FRESNO Deborah A. Poochigian, Ch · Board of Supervisors BERNICE E. SEIDEL, Clerk Board of Supervisors PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED 27 28 Contact: Stephen L. Tracy, Chief Executive Officer -15 -COUN1Y OF r"'RESNO Fresno,CA APPROVED AS TO LEGAL FORM: DANIEL C,CEDERBORG.COUNTY COUNSEL By ^i't 6(VUA REVIEWED AND RECOMMENDED FOR APPROVAL: JistfBy\)\vjkh Delfino E.Neira,Director Department qf Social Services Fund/Subclass:0001/10000 Organization: 56108550 Account/Program:7294/0 / By \IJ^aa AA AA.V.Ir\1^A-U APPROVED AS TO ACCOUNTING F( VICKI CROW, C.P.A.,AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR COUNTY OF FRFSNO Fresno,CA Exhibit A Page lof 2 SUMMARY OF SERVICES ORGANIZATION:The Rushmore Group,LLC ADDRESS:316 S.Coteau Street Pierre,SD 57501 TELEPHONE:605-224-8899 FAX:605-224-8989 CONTACT PERSON:Karen M.Stengle,Chief Operating Officer CONTACT TELEPHONE:605-224-8899 SERVICE:Maintenance Services for Second Party Case Review System TERM:July 1,2015 -June 30,2018 -$95,600 RENEWAL TERMS:July 1,2018 -June 30,2019 -$30,500 July 1,2019 -June 30,2020 -$30,500 MAXIMUM AMOUNT:$156,600.00 PROJECT DESCRIPTION:The purpose of this Agreement is for The Rushmore Group, LLC (CONTRACTOR)to ensure that the Second Party Case Review System created by CONTRACTOR for the Department of Social Services (DSS)continues to be maintained and enhanced with on-going revisions and updates. In addition,the CONTRACTOR shall develop,test,deliver,maintain and provide updates to a Call Center Review System to be used by the DSS Quality Assurance (QA)and Call Center staff to ensure Call Center Eligibility Workers follow DSS policies and procedures during client telephone calls.The services provided under this Agreement shall include the following: I.CONTRACTOR SHALL BE RESPONSIBLE FOR THE FOLLOWING: A.Develop,customize,and deliver Call Center Second Party Case Review System to satisfy the needs of DSS QA and Call Center staff.CONTRACTOR will work with DSS staff to create,test and adapt the application to best meet the unique needs of the DSS Call Center. CONTRACTOR will complete the following tasks in the development and installation process: Exhibit A Page2of 2 •Teleconference with DSS staff to gather information for customizing the Second Party Case Review System forthe CallCenter. •Install application on Rushmore website for initial testing; •Further customize based on initial testing; •Assist with installation of application on Fresno County test environment; •Further customization based on final testing; • Assist with installationof application on Fresno County production environment. B. CONTRACTOR will work with DSS staff to create,test and adapt the application to best meet the unique needs of the DSS Call Center. C.Perform updates to the Second Party Case Review System on a quarterly basis. These updates will include scheduled programming change and functionality requests that have been fully tested and deemed ready for release.CONTRACTOR shall monitor and maintain the Second Party Case Review System for County DSS' CalFresh,Foster Care, General Relief,Medi-Cal,CalWORKs,In-Home Supportive Services,Child Welfare Services and Call Center. D.Respond to and address any software issues or problems with the existing case review application functionality.Each demonstrable software issue will be jointly discussed between DSS and CONTRACTOR and an initial date will be agreed upon by which,a fix or alternative solution will be developed. E.Respond with resolution or mutually agreed upon date of resolution,within 2 working days,to demonstrable software related problems that interrupt the daily use of the case review application or identified programmatic oversights in meeting the software requirements as articulated by DSS and agreed upon by both parties. F.Work with DSS staff to resolve problems that can be clearly determined to be an existing demonstrable issue.All reasonable efforts will be undertaken to identify whetherthe problem isor is not related tothe programming ofthe application. G.Provide DSS staff at least two internet based online trainingsfor all newly designed, created and implemented program specific second party case review system modules or major changes to existing modules. II.COUNTY SHALL BE RESPONSIBLE FOR THE FOLLOWING: A.Designate DSS staff to work closely with the CONTRACTOR in providing data as required for the development,testing,customizing,installation and maintenance of the Second Party Case ReviewSystem forthe CallCenter. B.Provide procedures,review instruments and guides utilized on call review data. C.Provide assistance,as needed, to the CONTRACTOR for meetings and work sessions. Exhibit B I.BUDGET SUMMARY CalFresh,Foster Care,General Relief,Medi-Cal,CalWORKs,In-Home Supportive Services,Child Welfare Services and Call Center Program Budget Name of Organization:The Rushmore Group,LLC Name of Project:Second Party Case Review System ONE TIME INSTALLATION FEES,SUPPORT AND MAINTENANCE FEES UNIT PRICE TOTAL Includes Upgrades and reproduced media for Disaster Recovery Support,Maintenance and one time installation fee of $5,000.00 for Call Center Module for July 1, 2015 to June 30, $34,600.00 $34,600.00 Support and Maintenance for July 1,2016 to June 30,2017 $30,500.00 $30,500.00 Support and Maintenance for July 1,2017 to June 30,2018 $30,500.00 $30,500.00 Support and Maintenance for July 1,2018 to June 30,2019 $30,500.00 $30,500.00 Support and Maintenance for July 1,2019 to June 30,2020 $30,500.00 $30,500.00 TOTAL SUPPORT AND MAINTENANCE COSTS $151,600.00 $151,600.00 TOTAL ONE-TIME INSTALLATION FEES $5,000.00 $5,000.00 TOTAL COSTS $156,600.00 $156,600.00 SELF-DEALING TRANSACTION DISCLOSURE FORM Exhibit C Page 1 of 2 In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"),must disclose any self-dealing transactions that they are a party to while providing goods,performing services,or both for the County.A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporationis a partyand in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable),and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County.At a minimum,include a description of the following: a. The name of the agency/company with which the corporation has the transaction;and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4)Describe indetail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed bythe board member that is involved in the self-dealing transaction described in Sections (3)and (4). (1)Company Board Member Information: Name:Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure (Please describe the natureofthe self-dealing transaction you area partyto): Exhibit C Page 2 of 2 (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a) (5)Authorized Signature Signature:Date: