HomeMy WebLinkAbout32406AGREEMENT NO.12-335-1
AMENDMENT I TO AGREEMENT
THIS AMENDMENT TO AGREEMENT is made and entered into this \W*^day of
;5u>(M , 2015, by and between the COUNTY OF FRESNO, a Political Subdivision of the
State of California,hereinafter referred to as "COUNTY",and CAREACCESS SILICON
VALLEY also known as "CareAccess",a California Non-Profit corporation,whose address is
2115 The Alameda,San Jose,California,95126,hereinafter referred to as "CONTRACTOR".
WITNESSETH:
WHEREAS,the parties entered into that certain Agreement,identified as County
Agreement No.12-335, effective July 10, 2012, hereinafter referred to as "Agreement",
pursuant to which CONTRACTOR agreed to provide Internet technology solutions through its
third party software, and human services software applications created specifically for the
Aging Network;and
WHEREAS,the parties desire to amend Agreement No.12-335 regarding changes as
stated below and restate the Agreement in its entirety.
NOW,THEREFORE,in consideration of their mutual promises,covenants and
conditions,hereinafter set forth,the sufficiency of which is acknowledge,the parties agree as
follows:
1.That existing COUNTY Agreement No. 12-335,Section Four (4),Page Four (4)
beginning on Line Ten (10)with word "Term"and ending on Line Sixteen (16)with the word
"Agreement" be deleted in its entirety and the following inserted in its place:
"4.TERM
This Agreement shall become effective on the 10th of July, 2012 and shall
terminate on June 30,2016."
2. That existing COUNTY Agreement No. 12-335,Section Six (6),Page Five (5),
beginning on Line Thirteen (13)with the word "COMPENSATION"and ending on Page Six
(6),Line Eighteen (18)with the word "days"be deleted in itsentirelyand the following inserted
in its place:
///
COl'NTYOM RKSNO
Fresno,CA
"6.COMPENSATION
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation as follows:Thirty Five and No/100 Dollars ($35.00) per month, per named
user,as provided by COUNTY for portal access and Ninety and No/100 Dollars ($90.00) per
week for a total of Fifty-two (52)weeks for Data Extract in accordance with the budget
identified as Revised Exhibit B, "Budget Summary",attached hereto and by this reference
incorporated herein and made part of this Agreement.In no event shall compensation for
services performed under this Agreement be in excess of Eighteen Thousand Five Hundred
Fortyand No/100 Dollars ($18,540)for the term July 10,2012 through June 30,2013.In no
event shall compensation for services performed under this Agreement for each subsequent
twelve (12) month period be in excess of Eighteen Thousand Five Hundred Fortyand No/100
Dollars ($18,540). The cumulative total of this Agreement shall not be in excess of Seventy-
Four Thousand One Hundred Sixty and No/100 Dollars ($74,160).It is understood that all
expenses incidental to CONTRACTOR'S performance of services under this Agreement shall
be borne by CONTRACTOR.Payment shall be made upon certification or other proof
satisfactory to COUNTY'S Department of Social Services that services have actually been
performed by CONTRACTOR as specified in this Agreement.
Except as provided above regarding advanced payment and as provide 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 receiptand verification of
CONTRACTOR'S invoices by COUNTY'S Department of Social Services.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 requests shall be submitted by
CONTRACTOR within sixty (60)days following the final month of service for which payment is
claimed. No action shall be taken by COUNTY on claims submitted beyond the sixty (60) day
closeout period.Any compensation which is not expended by CONTRACTOR pursuant to the
terms and conditions of this Agreement shall automatically revert to COUNTY.The services
provided by the CONTRACTOR under this Agreement are funded in whole or in part by the
COUNTY OF FRFSXO
Fresno.CA
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 the
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."
3.That all references in existing COUNTY Agreement No.12-335 to "Exhibit A"
shall be changed to read "Revised Exhibit A"attached hereto and incorporated herein by this
reference and "Exhibit B"shall be changed to read "Revised Exhibit B"attached hereto and
incorporated herein by this reference.
4.That existing COUNTY Agreement No.12-335 shall be amended by inserting
Section Twenty-Two (22) at line Eight (8) on Page Twenty-Three (23) to state in its entirety
as follows:
"22.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 this agreement,the CONTRACTOR
changes its status to operate as a corporation.
Members of the 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.Aself-dealing transaction shall mean a transaction
to which the CONTRACTOR is a party and inwhich 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 E and by this reference incorporated herein, and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter."
5.Section 22 AUDITS AND INSPECTIONS through Section 25 ENTIRE
AGREEMENT shall be renumbered to be Section 23 through Section 26.
6. COUNTY and CONTRACTOR agree that this Amendment I is sufficient to
COUNTY OF FRFSNO
Fresno,CA
Amend the Agreement and,that upon execution of this Amendment I,the Agreement and
Amendment together shall be considered the Agreement,as hereby amended,is ratified and
continued.All provisions,terms,covenants,conditions and promises contained in the
Agreement and not amended herein shall remain in full force and effect.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
COUNTY OF'FRFSNO
Fresno,CA
1
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
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
ATTEST:
CONTRACTOR:
CAREACCESS SILICON VALLEY
V-y-,By:>-^^^^^^X^^/^
Stephen Schmoll,CEO
CareAccess Silicon Valley
ManuePAItamiranq/COO
CareAccess Silicon Valley
Mailing Address/Phone:
CareAccess Silicon Valley
2115 The Alameda
San Jose,California 95126
Phone:(408)350-3296
E-mail:egong@careaccess.biz
COUNTY OF FRESNO
By:Miflsili
Deborah A.Poochigian,Chairman
Supervisors Board of Supervisors
By:r^Vj-^xTT^w (^ft-fr^
BERNICE E.SEIDEL,Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
•-S~COUNTY OF FRESNO
Fresno,CA
APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW,C.P.A.,AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
By:-^-*"•-h
REVIEWED AND RECOMMENDED FOR
APPROVAL:
DEbFINOyE.NEIRATDIRECTOR
DEPARTMENT OF SOCIAL SERVICES
FOR ACCOUNTING USE ONLY:
Fund/Subclass:0001/10000
Organization:56107630
Account/Program:7294/0
DEN:pv
te COUNTY OF'FRESNO
Fresno.CA
SUMMARY OF SERVICES
ORGANIZATION: CareAccess Silicon Valley (CareAccess)
Revised Exhibit A
Page 1 of 3
PROJECT/SERVICES: Virtual Private Portal (VPP) for Adult Protective Services
(APS) Program
CONTACT PERSON: Edith Gong, Director
ADDRESS/PHONE: 2115 The Alameda
San Jose, CA, 95126
( 408) 350-3296
CONTRACT PERIOD: July 10, 2012-June 30, 2013 ($18,540)
July 1, 2013-June 30, 2014 ($18,540)
July 1, 2014-June 30, 2015 ($18,540)
July 1, 2015-June 30, 2016 ($18,540)
CONTRACT BUDGET: $7 4,160
PROGRAM DESCRIPTION: CareAccess (Contractor) will provide to Fresno County's
Department of Social Services (DSS) Internet technology solutions through its third party
software vendors, and human services software applications. This service will be used by
DSS's Adult Protective Services (APS) Program. CareAccess is qualified and willing to
provide DSS with access to their Virtual Private Portal (VPP).
CONTRACTOR RESPONSIBILITIES: At a minimum, CONTRACTOR shall be responsible
for providing the following services:
1. Implement the Third Party Software including:
a) Telephone Support: Make available reasonable telephone support to
Licensee's personnel to assist them in utilizing the third party Software during
the hours of 8:00a.m. to 5:00p.m. USA Pacific Time on weekdays (exclusive
of holidays).
2. Offer technical services Monday through Friday, from 8:00 am to 5:00 pm (PST),
(excluding holidays).
3. Provide services at the facilities of AT&T, located in San Jose, California, unless
otherwise reasonably required.
4. Backup the Third Party software using commercially reasonable backup
procedures. CareAccess shall manage the recordation of monthly reports detailing:
a) All information reflecting access and usage of the Third Party software
including, but not limited to, audited and unaudited visits; and
Exhibit A
Page 2 of 3
b) All available information about users of the Third Party software shall
maintain strict confidentiality and adhere to all privacy and data protection
laws applicable to the gathering, processing, storing and transmitting of such
information.
5. Issue COUNTY a Secure Sockets Layer (SSL) certificate or other equivalent
security certificate to enable secure and encrypted communications between Users
and the Third Party software.
6. Be the exclusive provider of VPP access, hosting, for the Third Party Software. The
Third Party Software shall be accessed exclusively by CareAccess for purposes of
performing this Agreement.
7. Designate a principal contact person who shall act as a liaison between
CareAccess and COUNTY and who shall have sufficient authority to grant or
communicate the granting of all necessary approvals.
8. Represent and warrant that during the term of this agreement, and any renewals
thereof, CareAccess shall continually use and integrate the most current and up to
date technology utilized by other users of the same version of the Third Party
Software into the Third Party Software.
9. Communicate and coordinate with CONTRACTOR as often as needed to ensure
that services are provided in the most effective, efficient and timely manner as
possible.
10. Dedicated Hosting:
a) Availability -Customer's Site Services will be available 99.9% (excluding
exceptions).
b) Response Time -Data Center will respond to any service impacting issue
within 15 minutes.
c) Network Availability-Core Network will be at 100% availability.
d) Power Availability-Power at the Data Center will be at 100% availability.
e) HVAC (Heating, Ventilating, and Air Conditioning) Availability -Ambient
Room Temperature will not exceed 75 Degrees Fin the server area.
f) Latency-Average latency will not exceed 30 milliseconds roundtrip from end
to end in any given 30-day period.
11. Be responsible for all content and applications that reside on the server. Downtime
caused by content, applications or CareAccess are not expressly covered.
12. Exceptions: Although scheduled maintenance is not expected to impact the
network, power or other service levels, the Service Level Agreement is not effective
Exhibit A
Page 3 of 3
as to those periods, in conditions natural disaster, terrorism, riot, sabotage, labor
disputes, war, any acts or omissions of any government or governmental authority,
declarations of governments, laws, court orders, transportation delays, power
failure, computer failure, failure of Customer computer system or for CareAccess
enabled faults. CareAccess is responsible for all content and applications that
reside on the server, therefore, any downtime or failure to meet an SLA that is
directly or indirectly caused by content, applications, or CareAccess actions or
inaction will not be covered by these SLAs.
13. Provide to COUNTY a full data extract via File Transfer Protocol to a COUNTY
designated IP (Internet Protocol} Address.
COUNTY RESPONSIBILITIES: At a minimum, COUNTY shall be responsible for the
following:
1. Communicate and coordinate with CONTRACTOR as often as needed to ensure
that services are provided in the most effective, efficient and timely manner as
possible.
2. Designate a principal contact person who shall act as a liaison between
CareAccess and COUNTY and who shall have sufficient authority to grant or
communicate the granting of all necessary approvals.
Revised Exhibit 8
Page 1 of 1
BUDGET SUMMARY
ORGANIZATION: CareAccess Silicon Valley (CareAccess)
PROJECT/SERVICES: Adult Protective Services (APS) program
Virtual Private Portal (VPP)
CONTRACT PERIOD: July 10, 2012-June 30, 2013 ($18,540)
July 1, 2013-June 30,2014 ($18,540)
July 1, 2014-June 30,2015 ($18,540)
July 1, 2015-June 30,2016 ($18,540)
CONTRACT BUDGET $7 4,160
Description of CareAccess Annual Subscription Fee
Annual Subscription Fee
$35 per month, per named end user, as provided by COUNTY for
portal access.
$35 X 33 users X 12 months
Weekly Data Extract Fee for fiscal year 2015-16
$90 per week for a total of $4,680 per year
$90 X 52 weeks
CareAccess Annual Subscription Fee, based on 33 End Users
Amount
$13,860
$4,680
$18,540
SELF-DEALING TRANSACTION DISCLOSURE FORM
ExhibitE
Page I of2
In order to conduct business with the County of Fresno (hereinafter referred to as "County"},
members of a contractor's board of directors (hereinafter referred to as "County Contractor"}, must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which
one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing_ transaction vou are a oartv to):
--
Exhibit E
Page 2of2
(4) Explain why this self-dealing transaction s, consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I I Date: I
J