HomeMy WebLinkAbout27908DATE: 12/22/14
Contract No.:
Contract Title:
Contract Period:
Using Agencies:
Terms:
P-15-009-L
Tracking of Return to
Work Claims
1/1/2015 -12/31/2017
Personnel
Total Contract Amt.: $98,000.00 ~~~~~-----------
Buyer Name: Carolyn Flores
Vendor Number:
Name/Address:
Representative:
Phone No.:
Email:
PURCHASING USE ONLY
SaaSafras LLC
Requisition No: 8921500148 -----------------------Org: _8~92~5 ______________________________ _
Supersedes:
["!]NEW ....____ _ __,! RENEWAL ....____ __ __,! ADJUSTMENT
00 TICKDATE 11/15/17
DESCRIPTION: Cloud based service that tracks Return to Work Claims
SPECIAL INSTRUCTIONS: Service paid out of 3'd party Administrators
DISTRIBUTION:
DEPARTMENT: _Pe_rs_onn_e_I ________ _
REQUISITIONER: .:.cM::.:canc:.:·o~Y-'-'ep'-----------
Completed By: Date:
X-------
X-------
L_ _ __,l REFERENCE
Completed By: Date
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P-(s--009-L
SERVICESAGREEMENT
3 THIS AGREEMENT is made and entered into this 151 day of January, 2015 by and
4 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
5 referred to as "COUNTY", and SaaSafras LLC, a limited liability corporation, whose address is
6 5015 Manor Ridge Ln., San Diego, CA 92130, hereinafter referred to as "CONTRACTOR".
7 W I T N E S S E T H:
8 WHEREAS, the COUNTY has a need to secure the services of a qualified firm to
9 track the various stages of the Return to Work (RTW) program and monitor employees who are off
1 0 work due to a workers' compensation claim; and
11 WHEREAS, the COUNTY has a need to review metrics regarding the success of
12 the RTW program and identify opportunities for improvement;
13 WHEREAS, the CONTRACTOR has developed Boomerang, a SaaS application
14 hosted in the cloud and it is willing to provide said services.
15 NOW, THEREFORE, it is agreed by both parties as follows:
16 1. DEFINITIONS:
17 The parties agree thet the following definitions will apply to this Agreement:
18 A. "Affiliate" means any entity that directly or indirectly controls. is controlled by, or
19 is under common control with the subject entity. "Control," for purposes of this definition, means
20 direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
21 B. "Agreement" means this Services Agreement.
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II
1 Services, excluding Content and Non-CONTRACTOR applications.
2 F. "Documentation" means CONTRACTOR'S on line user guide, help manuals
3 and training materials, as updated from time to time, accessible via Boomerang Community or
4 login to the applicable Services.
5 G. "Malicious Code" means code, files, scripts, agents or programs intended to do
6 harm, including, for example, viruses, worms, time bombs and Trojan horses.
7 H. "Non-Contractor Applications" means a Web-based or offline software
8 application that is provided by COUNTY or a third party and interoperates with the Purchased
9 Services, including, for example, an application that is developed by or for COUNTY, or is
10 identified as CONTRACTOR'S labs or by similar designation.
11 I. "Purchased Services" means the products and services that COUNTY or its
12 Affiliate purchase, as distinguished from those provided pursuant to a free trial.
13 2. SERVICES
14 CONTRACTOR'S GENERAL OBLIGATIONS -In accordance with the terms and
15 conditions of this Agreement, CONTRACTOR shall provide COUNTY with CONTRACTOR's
16 Boomerang software, including the right to use said software, which includes the following: (i)
17 employee return to work management services (the "Claim Management Services"); (ii) data
18 storage and document management services (the "Document Management Services"); and (iii)
19 data encryption, transmission and access services (collectively, hereinafter referred to as the
20 "Purchased Services").
21 A. CONTRACTOR will (i) make the Purchased Services and Content available
22 to COUNTY pursuant to this Agreement, (ii) provide CONTRACTOR support
23 for the Purchased Services to COUNTY at no additional charge, and (iii) use.
24 commercially reasonable efforts to make the online Purchased Services
25 available 24 hours a day, 7 days a week, except for: (i) planned downtime (of
26 which CONTRACTOR shall give at least 8 hours electronic notice and which
27 CONTRACTOR shall schedule to the extent practicable during the weekend
28 hours between 6:00 p.m. Friday and 3:00a.m. Monday (Pacific time), and (ii)
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any unavailability caused by circumstances beyond CONTRACTOR'S
reasonable control, including but not limited to, an act of God, act of
government, flood, fire, earthquake, civil unrest, act of terror, strike or other
labor problem (other than one involving CONTRACTOR'S employees),
internet services provider failure or delay, Non-CONTRACTOR Application,
or denial of services attack.
B. CONTRACTOR'S OBLIGATION TO PROTECT COUNTY DATA-COUNTY
owns all right, title and interest to Data imported or manually entered into the
Boomerang application and all work products derived by COUNTY from the
application. CONTRACTOR will maintain administrative, physical, and
technical safeguards for protection of the security, confidentiality and
integrity of COUNTY'S Data. Those safeguards will include, but will not be
limited to, measures for preventing access, use, modification or disclosure of
the Data by third parties and/or CONTRACTOR'S personnel except (i) to
provide the Purchased Services and prevent or address services or technical
problems, (ii) as compelled by law in accordance with Compelled Disclosure
below, or (iii) as COUNTY expressly permits in writing.
C. CONTRACTOR'S INTEGRATION WITH OTHER APPLICATIONS
1. The Purchased Services will contain features designed to intemperate with i
Non-CONTRACTOR Applications. To use such features, COUNTY will be
required to obtain access to Non-CONTRACTOR Applications from its
providers, and will be required to grant CONTRACTOR access to COUNTY'S
account on the Non-CONTRACTOR Applications. If the provider of a Non-
CONTRACTOR Application ceases to make the Non-CONTRACTOR
Application available for interoperation with the corresponding Purchased
Services' features on reasonable terms, CONTRACTOR will cease providing
those Purchased Services' features without entitling COUNTY to any refund, :':
credit, or other compensation. CONTRACTOR must notify COUNTY as soon '
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as it becomes aware that provider of the Non-CONTRACTOR application has
ceased to make it available. CONTRACTOR will make Purchased Services
available to COUNTY once Non-CONTRACTOR application is made available
to CONTRACTOR.
2. If COUNTY installs or enables a Non-CONTRACTOR'S Application for use
with the Purchased Services, COUNTY shall grant CONTRACTOR
permission to allow the provider of that Non-CONTRACTOR'S Application to
access COUNTY'S Data as required for the interoperation of that Non-
CONTRACTOR Application with the Purchased Services. CONTRACTOR,is
not responsible for any disclosure, modification or deletion of COUNTY'S
Data resulting from access by a Non-CONTRACTOR'S Application.
D. CONTRACTOR'S PROPRIETARY RIGHTS AND LICENSES
1. Reservation of Rights. Subject to the limited rights expressly granted
hereunder, CONTRACTOR and its licensors, if any, reserve all of its/their
right, title and interest in and to the Purchased Services and Content,
including all of its/their related intellectual property rights. No rights are
granted to COUNTY hereunder other than as expressly set forth herein.·
2. License by COUNTY to Host COUNTY'S Data and Applications. COUNTY
grants CONTRACTOR and its Affiliates a worldwide, limited-term license to '
host, copy, transmit and display COUNTY'S Data, and any Non-
CONTRACTOR Applications and program code created by or for COUNTY:.:
using the Purchased Services, as necessary for CONTRACTOR to provide
the Purchased Services in accordance with this Agreement. Subject to the
limited licenses granted herein, CONTRACTOR acquires no right, title or
interest from COUNTY or its licensors under this Agreement in or to
COUNTY'S Data or any Non-CONTRACTOR Application or program code.
3. License by COUNTY to Use Feedback. COUNTY grants to CONTRACTOR
and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to
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use and incorporate into the Purchased Services any suggestion,
enhancement request, recommendation, correction or other feedback
provided by COUNTY in relation to the operation of the Purchased Services.
3. OBLIGATIONS OF THE COUNTY
A. COUNTY ACCOUNT-To access the Purchased Services, COUNTY must
create an account through Boomerang associated with a valid e-mail address. COUNTY may only
create one account per e-mail address. COUNTY is responsible for all activities that occur under
its account, regardless of whether the activities are undertaken by COUNTY, its employees or a
third party (including COUNTY'S contractors or agents), except that CONTRACTOR is
responsible for unauthorized access to the COUNTY'S account that is directly caused by
CONTRACTOR'S negligence and/or misconduct. COUNTY shall contact CONTRACTOR
immediately if it believes an unauthorized third party may be using the account or if any account
information is lost or stolen.
B. COUNTY CONTENT-COUNTY is solely responsible for the development,
content, operation, maintenance, and use of its Content or other Content licensed by any third
party.
C. OTHER SECURITY-COUNTY is responsible for properly configuring and
18 using the Purchased Services and taking its own steps to maintain appropriate security and
19 protection of the access information.
20 D. OTHER RESPONSIBILITIES-COUNTY will (i) be responsible for its
21 compliance with this Agreement; (ii) be responsible for the accuracy, quality and legality of its Data
22 and the means by which it acquired the Data; (iii) use commercially reasonable efforts to prevent
23 unauthorized access to its account or use of the Services and Coqtent, and notify CONTRACTOR
24 promptly of any such unauthorized access or use, (iv) use Purchased Services and Content only
25 in accordance with the Documentation and applicable laws and government regulations, and (v)
26 comply with terms of services of Non-CONTRACTOR Applications if any, with which COUNTY
27 uses the Purchased Services or Content.
28 E. COUNTY will not (a) make the Purchased Services or Content available to, or
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1 use the Purchased Services or Content for the benefit of, anyone other than COUNTY or its
2 authorized representatives or agents, (b) sell, resell, license, sublicense, distribute, rent or lease
3 the Purchased Services or Content, or include the Purchased Services or Content in a service
4 bureau or outsourcing offering, (c) use the Purchased Services to store or transmit infringing,
5 libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party
6 privacy rights, (d) use the Purchased Services to store or transmit Malicious Code, (e) interfere
7 with or disrupt the integrity or performance of the Purchased Services or third-party data contained ·
8 therein, (f) attempt to gain unauthorized access to the Purchased Services or Content or its
9 related systems or networks, (g) permit direct or indirect access to or use of the Purchased
10 Services or Content in a way that circumvents a contractual usage limit, (h) copy the Purchased
11 Services or any part, feature, function or user interface thereof, (i) copy Content except as
12 permitted herein or the Documentation, U) frame or mirror any part of the Purchased Services or
13 Content, other than framing on COUNTY'S own intra nets or otherwise for its own internal
14 business purposes or as permitted in the Documentation, (k) access the Purchased Services or
15 Content in order to build a competitive product and/or Services, or (I) reverse engineer the
16 Purchased Services (to the extent such restriction is permitted by law).
17 F. REMOVAL OF CONTENT AND NON-CONTRACTOR APPLICATIONS -If
18 CONTRACTOR is required by a licensor to remove Content, or receives information that Content
19 provided to COUNTY may violate applicable law or third-party rights, CONTRACTOR may so ·''
20 notify COUNTY and in such event COUNTY will promptly remove such Content from its systems.
21 If CONTRACTOR receives information that a Non-CONTRACTOR Application hosted on the
22 Purchased Services by COUNTY may violate applicable law or third-party rights, CONTRACTOR
23 may so notify COUNTY and in such event COUNTY will promptly disable such Non-
24 CONTRACTOR Application or modify the Non-CONTRACTOR Application to resolve the potential
25 violation. If COUNTY does not take required action in accordance with the above, CONTRACTOR
26 may disable the applicable Content, Services and/or Non-CONTRACTOR Application until the
27 potential violation is resolved.
28 4. COMPENSATION /INVOICING
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1 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
2 compensation as follows:
3 A. PER CLAIM SUBSCRIPTION-Services and Content purchased as
4 subscriptions shall be based on a one time "Per Claim" fee basis (the "Claim Subscription") as ;
5 set forth on 4.B and 4.C.
6 B. FEES FOR NEW CLAIMS-For new entries of Claims (the "New Claims")
7 created by COUNTY from time to time, Claim Management Services fee will be Sixty Dollars
8 ($60) for each New Claim Subscription.
9 C. FEES FOR EXISTING CLAIMS-For existing Claims (the "Existing Claims")
10 imported from other service provider(s) to Boomerang, Claim Management Services fee will be
11 Forty Dollars ($40) for each Existing Claim Subscription, provided however, the Existing Claims
12 shall be imported to Boomerang within Sixty (60) days commencing on the effective date of this ·
13 Agreement.
14 D. FEES FOR DOCUMENT MANAGEMENT SERVICES-COUNTY will not be
15 charged a per document management fee during the entire agreement unless storage should
16 exceed 2 Gigabytes (approximately 20,000 pages). CONTRACTOR will notify COUNTY when
17 storage reaches 75% of the 2 Gigabytes. CONTRACTOR may, at its discretion, charge
18 COUNTY a fee of up to $0.10 per document if COUNTY exceeds 2 Gigabytes in document
19 storage. The fee will only apply to those documents that are stored after the 2 Gigabytes are
20 exceeded.
21 E. FEES FOR DATA TRANSMISSION AND EXPORTING-Both parties agree
22 that for exporting COUNTY'S Data from CONTRACTOR to COUNTY'S system,
23 CONTRACTOR will not charge COUNTY for the services. CONTRACTOR will be adding the
24 capability to export records from the search tool in a future release. There will be no charge for·
25 exporting data using this tool.
26 F. MAXIMUM COMPENSATION-Services performed under this Agreement
27 shall not exceed Ninety Eight Thousand Dollars ($98,000) during the entire term of this
28 Agreement.
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1 G. INITIAL THREE (3) YEAR TERM MAXIMUM COMPENSATION-In no event
2 shall services performed under this Agreement be in excess of Sixty Two Thousand Dollars
3 ($62,000) during the initial Three (3) year term of this Agreement.
4 H. RENEWAL PERIOD MAXIMUM COMPENSATION-Should the options to
5 renew this agreement be executed, the cost for all services shall not exceed Eighteen
6 Thousand Dollars ($18,000) for the first option year and Eighteen Thousand Dollars ($18,000) . 1
7 for the second option year of the renewal period.
8 I. It is understood that all expenses incidental to CONTRACTOR'S
9 performance of services under this Agreement shall be borne by CONTRACTOR.
10 J. CONTRACTOR shall submit monthly invoices to the County of Fresno,
11 Personnel Services, Risk Management Division, 2220 Tulare St, 161h Floor, Fresno, CA 93721.
12 COUNTY shall make payment in full for Services fees within Forty-Five (45) days from date of
13 receipt of invoice by the COUNTY. '<
14 K. NON-CANCELABLE AND NON-REFUNDABLE-COUNTY shall pay all fees
15 or charges specified in accordance with this Agreement. Except as otherwise specified herein,
16 payment obligations are non-cancelable and fees or charges paid are non-refundable.
17 L. SUSPENSION OF SERVICES AND ACCELERATION -If any amount owing .
18 by COUNTY under this or any other agreement for CONTRACTOR services is Thirty (30) or ·
19 more days overdue, CONTRACTOR may, without limiting its other rights and remedies,
20 accelerate COUNTY'S unpaid fee obligations under such agreement so that all such
21 obligations become immediately due and payable, and suspend CONTRACTOR' Services to
22 COUNTY until such amounts are paid in full. CONTRACTOR will give COUNTY at least thirty
23 (30) days prior notice that COUNTY'S account is overdue before suspending Services to
24 COUNTY.
25 M. PAYMENT DISPUTES-CONTRACTOR will not exercise its rights if
26 COUNTY is disputing the applicable charges reasonably and in good faith and are cooperating>
27 diligently to resolve the dispute.
28 5. TERMS OF AGREEMENT
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1 This Agreement shall become effective on January 1, 2015 and shall terminate on
2 December 31, 2017. The term of this Agreement may be extended one (1) year at a time for up to
3 two (2) additional years upon mutual consent of the Parties. The pricing for Purchased Services
4 during any automatic renewal term will be the same as that during the immediately prior term.
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6. TERMINATION
A. NON-ALLOCATION OF FUNDS -The terms of this Agreement, and the
7 services to be provided thereunder, are contingent on the approval of funds by the appropriating
8 government agency. Should sufficient funds not be allocated, the services provided may be
9 modified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days
1 0 advance written notice.
11 B. BREACH OF CONTRACT-The COUNTY may immediately suspend or
12 terminate this Agreement in whole or in part, where in the determination of the COUNTY there is:
13 1. an illegal or improper use of funds;
14 2. a failure to comply with any term of this Agreement;
15 3. a substantially incorrect or incomplete report submitted to the COUNTY;
16 4. improperly performed services.
17 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
18 of any breach of this Agreement or any default which may then exist on the part of the
19 CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
20 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of
21 the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
22 under this Agreement, which in the judgment of the COUNTY were not expended in accordance
23 with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
24 demand.
25 C. TERMINATED BY EITHER PARTY-Either party may terminate this
26 Agreement without cause upon Thirty (30) days written notice to the other party.
27 D. TERMINATED BY CONTRACTOR-CONTRACTOR may terminate this
28 Agreement upon Thirty (30) days written notice to COUNTY if COUNTY fails to create New
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1 Claims within any consecutive Twelve (12) month period.
2 E. REFUND OR PAYMENT UPON TERMINATION-If this Agreement is
3 terminated by COUNTY in accordance with Termination Section 6, CONTRACTOR will refund
4 COUNTY any prepaid fees covering the remainder of the term of the agreement after the
5 effective date of termination. If this Agreement is terminated by CONTRACTOR in accordance·
6 with Sections C & D above, COUNTY will pay any unpaid fees covering the unpaid claims
7 which have been imported into Boomerang system. In no event will termination relieve
8 COUNTY of its obligation to pay any fees payable to CONTRACTOR for the period prior to the
9 effective date of termination.
10 F. COUNTY'S DATA PORTABILITY AND DELETION-Commencing (i) the
11 date upon which either party gives notice to the other of its desire to terminate this Agreement,
12 or the date upon which both parties come to agree to terminate this agreement; or the effective
13 date of said termination, whichever is earliest; or (ii) the expiration of this agreement; or (iii) the
14 date upon which CONTRACTOR agrees to selling off Boomerang, or the closing date of
15 CONTRACTOR'S said selling off Boomerang, whichever is earliest; or (iv) the filing date of
16 CONTRACTOR going bankrupt; and for a period of Twelve (12) months thereafter any one of
17 these initiating events, CONTRACTOR will make COUNTY'S Data available to COUNTY for
18 access, export or download (the "Post-Maintenance Assistance"), provided however, (a)
19 COUNTY shall maintain at least One Hundred (1 00) Claims with Boomerang each year, and (b)
20 COUNTY shall create at least Twenty (20) New Claims during the year immediately before the
21 first month of the Post-Maintenance Assistance period. After the Twelve (12) months of Post-
22 Maintenance Assistance period, CONTRACTOR has no obligation to maintain or provide
23 COUNTY'S access to COUNTY'S Data. CONTRACTOR will thereafter permanently delete or
24 destroy all copies of Claims, documents, and other COUNTY'S Data in CONTRACTOR'S
25 systems upon COUNTY'S written request and provide COUNTY with a written confirmation of ·
26 deletion of COUNTY'S Data.
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7. CONFIDENTIALITY
A. Definition of Confidential Information. "Confidential Information" means all
information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether
orally or in writing, that is designated as confidential or that reasonably should be understood to
be confidential given the nature of the information and the circumstances of disclosure.
COUNTY'S Confidential Information includes COUNTY'S Data; CONTRACTOR'S Confidential
Information includes the Purchased Services and Content; and Confidential Information of each
party includes the business and marketing plans, technology and technical information, product '
plans and designs, and business processes disclosed by such party. However, Confidential
Information does not include any information that (i) is or becomes generally known to the
public without breach of any obligation owed to the Disclosing Party, (ii) was known to the
Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation
owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation
owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) is
required to be disclosed pursuant to applicable law, including the California Public Records Act
B. Protection of Confidential Information. The Receiving Party will use the same
17 degree of care that it uses to protect the confidentiality of its own confidential information of like
18 kind (but not less than reasonable care) (i) not to use any Confidential Information of the
19 Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as
20 otherwise authorized by the Disclosing Party in writing, to limit access to Confidential
21 Information of the Disclosing Party to those of its Affiliates' employees and contractors who
22 need that access for purposes consistent with this Agreement and who have signed
23 confidentiality agreements with the Receiving Party containing protections no less stringent
24 than those herein
25 C. Compelled Disclosure. The Receiving Party may disclose Confidential
26 Information of the Disclosing Party to the extent compelled by law to do so, provided the
27 Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the
28 extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the
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1 Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to
2 disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which
3 the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
4 Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and
5 providing secure access to that Confidential Information. COUNTY may disclose the contractual
6 information pursuant to a public record request without notifying CONTRACTOR.
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8. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A. The parties to this Agreement shall be in strict conformance with all
applicable Federal and State of California laws and regulations, including but
not limited to Sections 5328, 10850, and 14100.2 et seq. of the Welfare and
Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of
Federal Regulations (CFR), Section 56 et seq. of the California Civil Code,
Sections 11977 and 11812 of Title 22 of the California Code of Regulations;
and the Health Insurance Portability and Accountability Act (HIPAA),
including but not limited to Section 1320 D et seq. of Title 42, United States
Code (USC) and its implementing regulations, including, but not limited to
Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information
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Technology for Economic and Clinical Health Act (HITECH) regarding the
confidentiality and security of patient information, and the Genetic
Information Nondiscrimination Act (GINA) of 2008 regarding the
confidentiality of genetic information.
B. Except as otherwise provided in this Agreement, CONTRACTOR, as a
Business Associate of COUNTY, may use or disclose Protected Health
Information (PHI) to perform functions, activities or services for or on behalf
of COUNTY, as specified in this Agreement, provided that such use or
disclosure shall not violate the Health Insurance Portability and
Accountability Act (HIPAA), USC 1320d et seq. The uses and disclosures of
PHI may not be more expansive than those applicable to COUNTY, as the
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"Covered Entity" under the HIPAA Privacy Rule (45 CFR 164.500 et seq.),
except as authorized for management, administrative or legal responsibilities
of the Business Associate.
C. CONTRACTOR, including its subcontractors and employees, shall protect,
from unauthorized access, use, or disclosure of names and other identifying
information, including genetic information, concerning persons receiving
services pursuant to this Agreement, except where permitted in order to
carry out data aggregation purposes for health care operations [45 CFR
Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This
pertains to any and all persons receiving services pursuant to a COUNTY
funded program. This requirement applies to electronic PHI.
CONTRACTOR shall not use such identifying information or genetic
information for any purpose other than carrying out CONTRACTOR'S
obligations under this Agreement.
D. CONTRACTOR, including its subcontractors and employees, shall not
disclose any such identifying information or genetic information to any
person or entity, except as otherwise specifically permitted by this
Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
required by the Secretary, or authorized by the client/patient in writing. In
using or disclosing PHI that is permitted by this Agreement or authorized by
law, CONTRACTOR shall make reasonable efforts to limit PHI to the
minimum necessary to accomplish intended purpose of use, disclosure or
request.
E. For purposes of the above sections, identifying information shall include, but
not be limited to name, identifying number, symbol, or other identifying
particular assigned to the individual, such as finger or voice print, or
photograph.
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1 F. For purposes of the above sections, genetic information shall include genetic ·
2 tests of family members of an individual or individual, manifestation of
3 disease or disorder of family members of an individual, or any request for or
4 receipt of, genetic services by individual or family members. Family member
5 means a dependent or any person who is first, second, third, or fourth
6 degree relative.
7 G. CONTRACTOR shall provide access, at the request of COUNTY, and in
8 the time and manner designated by COUNTY, to PHI in a designated
9 record set (as defined in 45 CFR Section 164.501), to an individual or to
10 COUNTY in order to meet the requirements of 45 CFR Section 164.524
11 regarding access by individuals to their PHI. With respect to individual
12 requests, access shall be provided within thirty (30) days from request.
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13 Access may be extended if CONTRACTOR cannot provide access and !1..
14 provides individual with the reasons for the delay and the date when
15 access may be granted. PHI shall be provided in the form and format
16 requested by the individual or COUNTY.
17 a. CONTRACTOR shall make any amendment(s) to PHI in a
18 designated record set at the request of COUNTY or individual,
19 and in the time and manner designated by COUNTY in
20 accordance with 45 CFR Section 164.526.
21 b. CONTRACTOR shall provide to COUNTY or to an individual, in
22 a time and manner designated by COUNTY, information
23 collected in accordance with 45 CFR Section 164.528, to permit
24 COUNTY to respond to a request by the individual for an
25 accounting of disclosures of PHI in accordance with 45 CFR
26 Section 164.528.
27 H. CONTRACTOR shall report to COUNTY, in writing, any knowledge or
28 reasonable belief that there has been unauthorized access, viewing, use,
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disclosure, security incident, or breach of unsecured PHI not permitted by
this Agreement of which it becomes aware, immediately and without
reasonable delay and in no case later than two (2) business days of
discovery. Immediate notification shall be made to COUNTY'S Information
Security Officer and Privacy Officer and COUNTY'S DPH HIPAA
Representative, within Two (2) business days of discovery. The notification.
shall include, to the extent possible, the identification of each individual
whose unsecured PHI has been, or is reasonably believed to have been,
accessed, acquired, used, disclosed, or breached. CONTRACTOR shall
take prompt corrective action to cure any deficiencies and any action
pertaining to such unauthorized disclosure required by applicable Federal
and State Laws and regulations. CONTRACTOR shall investigate such
breach and is responsible for all notifications required by law and regulation
or deemed necessary by COUNTY and shall provide a written report of the
investigation and reporting required to COUNTY'S Information Security
Officer and Privacy Officer and COUNTY'S DPH HIPAA Representative.
This written investigation and description of any reporting necessary shall be
postmarked within the thirty (30) working days of the discovery of the breach
to the addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Public Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6439 (559) 600-6405 (559) 600-5800
P.O. Box 11867 P.O. Box 11867 2048 N. Fine Street
Fresno, CA 93775 Fresno, CA 93775 Fresno, CA 93727
I. CONTRACTOR shall make its internal practices, books, and records relating
to the use and disclosure of PHI received from COUNTY, or created or
received by the CONTRACTOR on behalf of COUNTY, in compliance with
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HIPAA's Privacy Rule, including, but not limited to the requirements set forth :
in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its
internal practices, books, and records relating to the use and disclosure of
PHI received from COUNTY, or created or received by the CONTRACTOR
on behalf of COUNTY, available to the United States Department of Health
and Human Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation
reviews conducted by the Secretary. PHI access to the Secretary
must be provided during the CONTRACTOR'S normal business
hours, however, upon exigent circumstances access at any time must
be granted. Upon the Secretary's compliance or investigation review,
if PHI is unavailable to CONTRACTOR and in possession of a
Subcontractor, it must certify efforts to obtain the information to the
Secretary.
a. Safeguards
CONTRACTOR shall implement administrative, physical, and
technical safeguards as required by the HIPAA Security Rule,
Subpart C of 45 CFR 164, that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI,
including electronic PHI, that it creates, receives, maintains or
transmits on behalf of COUNTY and to prevent unauthorized
access, viewing, use, disclosure, or breach of PHI other than as
provided for by this Agreement. CONTRACTOR shall conduct
an accurate and thorough assessment of the potential risks and
vulnerabilities to the confidential, integrity and availability of
electronic PHI. CONTRACTOR shall develop and maintain a
written information privacy and security program that includes
administrative, technical and physical safeguards appropriate to
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the size and complexity of CONTRACTOR'S operations and the
nature and scope of its activities. Upon COUNTY'S request,
CONTRACTOR shall provide COUNTY with information
concerning such safeguards.
CONTRACTOR shall implement strong access controls and
other security safeguards and precautions in order to restrict
logical and physical access to confidential, personal (e.g., PHI)
or sensitive data to authorized users only. Said safeguards and
precautions shall include the following administrative and
technical password controls for all systems used to process or
store confidential, personal, or sensitive data:
b. Passwords must not be:
i. Shared or written down where they are accessible or
recognizable by anyone else; such as taped to computer
screens, stored under keyboards, or visible in a work area;
ii. A dictionary word; or
iii. Stored in clear text
c. Passwords must be:
i. Eight (8) characters or more in length;
ii. Changed every Ninety (90) days;
iii. Changed immediately if revealed or compromised; and
iv. Composed of characters from at least Three (3) of the
following Four (4) groups from the standard keyboard:
1. Upper case letters (A-Z);
2. Lowercase letters (a-z);
3. Arabic numerals (0 through 9); and
4. Non-alphanumeric characters (punctuation
symbols).
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J.
CONTRACTOR shall implement the following security controls
on each workstation or portable computing device (e.g., laptop
computer) containing confidential, personal, or sensitive data:
I. Network-based firewall and/or personal firewall;
II. Continuously updated anti-virus software; and
Ill. Patch management process including installation of
all operating system/software vendor security
patches.
CONTRACTOR shall utilize a commercial encryption solution
that has received FIPS 140-2 validation to encrypt all
confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and
thumb drives) and on portable computing devices (including, but
not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or
sensitive data via e-mail or other internet transport protocol
unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology
(NIST) as conforming to the Advanced Encryption Standard
(AES) Algorithm. CONTRACTOR must apply appropriate
sanctions against its employees who fail to comply with these
safeguards. CONTRACTOR must adopt procedures for
terminating access to PHI when employment of employee ends.
Mitigation of Harmful Effects. CONTRACTOR shall mitigate, to the extent
practicable, any harmful effect that is suspected or known to CONTRACTOR
of an unauthorized access, viewing, use, disclosure, or breach of PHI by
CONTRACTOR or its subcontractors in violation of the requirements of
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these provisions. CONTRACTOR must document suspected or known
harmful effects and the outcome.
K. CONTRACTOR'S Subcontractors. CONTRACTOR shall ensure that any of
its contractors, including subcontractors, if applicable, to whom
CONTRACTOR provides PHI received from or created or received by
CONTRACTOR on behalf of COUNTY, agree to the same restrictions,
safeguards, and conditions that apply to CONTRACTOR with respect to
such PHI and to incorporate, when applicable, the relevant provisions of
these provisions into each subcontract or sub-award to such agents or
subcontractors.
L. Employee Training and Discipline. CONTRACTOR shall train and use
reasonable measures to ensure compliance with the requirements of these
provisions by employees who assist in the performance of functions or
activities on behalf of COUNTY under this Agreement and use or disclose
PHI and discipline such employees who intentionally violate any provisions
of these provisions, including termination of employment.
M. Termination for Cause. Upon COUNTY'S knowledge of a material breach of
these provisions by CONTRACTOR, COUNTY shall either:
c. Provide an opportunity for CONTRACTOR to cure the breach or
end the violation and terminate this Agreement if CONTRACTOR
does not cure the breach or end the violation within the time
specified by COUNTY; or
d. Immediately terminate this Agreement if CONTRACTOR has
breached a material term of these provisions and cure is not
possible.
e. If neither cure nor termination is feasible, the COUNTY'S Privacy
Officer shall report the violation to the Secretary of the U.S.
Department of Health and Human Services.
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N. Judicial or Administrative Proceedings. COUNTY may terminate this
Agreement in accordance with the terms and conditions of this Agreement
as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal
proceeding for a violation of the HIPAA Privacy or Security Laws or the
HITECH Act; or (2) a finding or stipulation that the CONTRACTOR has
violated a privacy or security standard or requirement of the HITECH Act,
HIPAA or other security or privacy laws in an administrative or civil
proceeding in which the CONTRACTOR is a party.
0. Effect of Termination. Upon termination or expiration of this Agreement for
any reason, CONTRACTOR shall return or destroy all PHI received from
COUNTY (or created or received by CONTRACTOR on behalf of COUNTY)
that CONTRACTOR still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, it shall continue to
extend the protections of these provisions to such information, and limit
further use of such PHI to those purposes that make the return or destruction
of such PHI infeasible. This provision shall apply to PHI that is in the
possession of subcontractors or agents, if applicable, of CONTRACTOR. If
CONTRACTOR destroys the PHI data, a certification of date and time of
destruction shall be provided to the COUNTY by CONTRACTOR.
P. Disclaimer. COUNTY makes no warranty or representation that compliance
by CONTRACTOR with these provisions, the HITECH Act, HIPAA or the
HIPAA regulations will be adequate or satisfactory for CONTRACTOR'S own
purposes or that any information in CONTRACTOR'S possession or control:
or transmitted or received by CONTRACTOR, is or will be secure from
unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is
solely responsible for all decisions made by CONTRACTOR regarding the
safeguarding of PHI.
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1 Q. Amendment. The parties acknowledge that Federal and State laws relating
2 to electronic data security and privacy are rapidly evolving and that
3 amendment of these provisions may be required to provide for procedures to
4 ensure compliance with such developments. The parties specifically agree
5 to take such action as is necessary to amend this agreement in order to
6 implement the standards and requirements of HIPAA, the HIPAA
7 regulations, the HITECH Act and other applicable laws relating to the
8 security or privacy of PHI. COUNTY may terminate this Agreement upon
9 thirty (30) days written notice in the event that CONTRACTOR does not
10 enter into an amendment providing assurances regarding the safeguarding
11 of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
12 standards and requirements of HIPAA, the HIPAA regulations and the
13 HITECH Act.
14 R. No Third-Party Beneficiaries. Nothing express or implied in the terms and
15 conditions of these provisions is intended to confer, nor shall anything herein
16 confer, upon any person other than COUNTY or CONTRACTOR and their •.
17 respective successors or assignees, any rights, remedies, obligations or
18 liabilities whatsoever.
19 S. Interpretation. The terms and conditions in these provisions shall be
20 interpreted as broadly as necessary to implement and comply with HIPAA,
21 the HIPAA regulations and applicable State laws. The parties agree that any
22 ambiguity in the terms and conditions of these provisions shall be resolved in
23 favor of a meaning that complies and is consistent with HIPAA and the
24 HIPAA regulations.
25 T. Regulatory References. A reference in the terms and conditions of these
26 provisions to a section in the HIPAA regulations means the section as in
27 effect or as amended.
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U. Survival. The respective rights and obligations of CONTRACTOR as stated
in this Section shall survive the termination or expiration of this Agreement.
V. No Waiver of Obligations. No change, waiver or discharge of any liability or
obligation hereunder on any one or more occasions shall be deemed a
waiver of performance of any continuing or other obligation, or shall prohibit
enforcement of any obligation on any other occasion.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND
DISCLAIMERS
A. Representations. Each party represents that it has validly entered into this
Agreement and has the legal power to do so.
B. CONTRACTOR Warranties. CONTRACTOR warrants that (i) this Agreement
and the Documentation accurately describe the applicable administrative, physical, and
technical safeguards for protection of the security, confidentiality and integrity of COUNTY'S
Data, (ii) CONTRACTOR will not materially decrease the overall security of the Purchased
Services during a subscription term, (iii) the Purchased Services will perform materially in
accordance with the applicable Documentation, (iv) subject to Section 2.C (Integration with
Non-CONTRACTOR Applications), CONTRACTOR will not materially decrease the
functionality of the Purchased Services during a subscription term, and (v) the Purchased
Services and Content will not introduce Malicious Code into COUNTY'S and/or Non-
CONTRACTOR'S systems. For any breach of an above warranty, COUNTY'S exclusive
remedies are those described in Termination and Refund or Payment upon Termination
sections.
C. Disclaimers. Except as expressly provided herein, neither party makes any
24 warranty of any kind, whether expressed, implied, statutory or otherwise, and each party
25 specifically disclaims all implied warranties, including any implied warranty of merchantability,
26 fitness for a particular purpose, or non-infringement, to the maximum extent permitted by
27 applicable law. Content and Beta Services are provided "AS IS", exclusive of any warranty
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1 whatsoever. Each party disclaims all liability and indemnification obligations for any harm or
2 damages caused by any third-party hosting providers.
3 10. MUTUAL INDEMNIFICATION
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A. Indemnification by CONTRACTOR. To the fullest extent permitted by law,
CONTRACTOR shall defend, hold harmless, and indemnify COUNTY from
and against any and all liability, loss, damage, expense, claim, demand, and
costs (including without limitation costs and fees of litigation) of every nature,
including claims alleging the use of Purchased Services infringes or
misappropriates intellectual property rights, arising out of or in connection
with the performance by CONTRACTOR of work hereunder or its failure to
comply with any of its obligations contained in the Agreement. The above
defense and indemnification obligations do not apply to the extent a claim
arises from Content, a Non-CONTRACTOR Application, or to the extent
such loss or damage was caused by the sole negligence or willful
misconduct of COUNTY. In the situation that a claim, demand, suit or
proceeding made or brought against COUNTY by a third party alleging that
the use of Purchased Services in accordance with this Agreement infringes
or misappropriates such third party's intellectual property rights (a "Claim
Against COUNTY"), CONTRACTOR will indemnify COUNTY from any
damages, attorney fees and costs finally awarded against COUNTY as a
result of, or for amounts paid by COUNTY under a court approved
settlement of, a Claim Against COUNTY, provided COUNTY (i) promptly
gives CONTRACTOR written notice of the Claim Against COUNTY, (ii) gives
CONTRACTOR sole control of the defense and settlement of the Claim
Against COUNTY (except that CONTRACTOR may not settle any Claim
Against COUNTY unless it unconditionally releases COUNTY of all liability),
and (iii) gives CONTRACTOR all reasonable assistance, at
CONTRACTOR'S expense. If CONTRACTOR receives information about an
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B.
infringement or misappropriation claim related to the Services,
CONTRACTOR may (i) negotiate with COUNTY to modify the Services at no
cost to COUNTY; (ii) obtain a license for COUNTY'S continued use of the
Services in accordance with this Agreement, or (iii) terminate COUNTY'S
subscriptions for the Services upon 30 days' written notice and refund
COUNTY with any unpaid fees covering the remainder of the term of the
terminated subscriptions.
Indemnification by COUNTY. To the fullest extent permitted by law,
COUNTY shall defend, hold harmless, and indemnify CONTRACTOR from
and against any and all liability, loss, damage, expense, claim, demand, and
costs (including without limitation costs and fees of litigation) of every nature,
including claims alleging the COUNTY'S Data, or COUNTY'S use of the
Services or Content in breach of this Agreement, infringes or
misappropriates any third party's intellectual property rights or violates
applicable law, arising out of or in connection with the use by COUNTY of
work hereunder or its failure to comply with any of its obligations contained in
the Agreement. The above defense and indemnification obligations do not
apply to the extent such loss or damage was caused by the sole negligence
or willful misconduct of CONTRACTOR. In the situation that a claim,
demand, suit or proceeding made or brought against CONTRACTOR by a
third party alleging that COUNTY'S Data, or COUNTY'S use of the Services
or Content is in breach of this Agreement, infringes or misappropriates such··
third party's intellectual property rights or violates applicable law (a "Claim
Against CONTRACTOR"), COUNTY will indemnify CONTRACTOR from any
damages, attorney fees and costs finally awarded against CONTRACTOR
as a result of, or for any amounts paid by CONTRACTOR under a court-
approved settlement of, a Claim Against CONTRACTOR, provided
CONTRACTOR (i) promptly gives COUNTY written notice of the Claim
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1 Against CONTRACTOR, (ii) gives COUNTY sole control of the defense and~
2 settlement of the Claim Against CONTRACTOR (except that COUNTY may
3 not settle any Claim Against CONTRACTOR unless it unconditionally
4 releases CONTRACTOR of all liability), and (iii) gives COUNTY all
5 reasonable assistance, at COUNTY'S expense.
6 11. SURVIVING PROVISIONS -The Sections titled "Fees and Payment for
7 Purchased Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers,"
8 "Mutual Indemnification," "Refund or Payment upon Termination," and "COUNTY'S Data
9 Portability and Deletion," will survive any termination or expiration of this Agreement.
10 12. SEVERABILITY-If any term, provision, covenant or restriction of this Agreement
11 is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
12 the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and
13 effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and
14 declared to be the intention of the parties that they would have executed the remaining terms,
15 provisions, covenants, and restrictions without including any of such which may be hereafter
16 declared invalid, void or unenforceable.
17 13. AMENDMENTS-This Agreement may be amended by an agreement in writing
18 signed by both parties. This Agreement may not be waived, changed, modified, or discharged
19 orally, but only by an agreement in writing signed by the party or parties against whom
20 enforcement of any waiver, change, modification or discharge is sought or by parties with the
21 right to consent to such waiver, change, modification or discharge on behalf of such party.
22 14. INDEPENDENT CONTRACTOR
23 In performance of the work, duties and obligations assumed by CONTRACTOR ''
24 under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any:
25 and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and
26 performing as an independent contractor, and shall act in an independent capacity and not as
27 an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
28 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
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1 method by which CONTRACTOR shall perform its work and function. However, COUNTY shall
2 retain the right to administer this Agreement so as to verify that CONTRACTOR is performing
3 its obligations in accordance with the terms and conditions thereof.
4 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and
5 the rules and regulations, if any, of governmental authorities having jurisdiction over matters the
6 subject thereof.
7 Because of its status as an independent contractor, CONTRACTOR shall have
8 absolutely no right to employment rights and benefits available to COUNTY employees.
9 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
10 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
11 responsible and save COUNTY harmless from all matters relating to payment of
12 CONTRACTOR'S employees, including compliance with Social Security withholding and all other
13 regulations governing such matters. It is acknowledged that during the term of this Agreement,
14 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
15 Agreement.
16 15. MODIFICATION
17 Any matters of this Agreement may be modified from time to time by the written
18 consent of all the parties without, in any way, affecting the remainder.
19 16. NON-ASSIGNMENT
20 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
21 duties under this Agreement without the prior written consent of the other party.
22 17. INSURANCE
23 Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR
24 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
25 following insurance policies or a program of self-insurance, including but not limited to, an
26 insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
27 Agreement:
28 A COMMERCIAL GENERAL LIABILITY-Commercial General Liability
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1 Insurance with limits of not less than One Million Dollars ($1 ,000,000) per occurrence and an
2 annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per
3 occurrence basis. COUNTY may require specific coverages including completed operations,
4 products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any
5 other liability insurance deemed necessary because of the nature of this contract.
6 B. PROFESSIONAL LIABILITY-If CONTRACTOR employs licensed
7 professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional
8 Liability Insurance with limits of not less than Five Hundred Thousand Dollars ($500,000.00) per
9 occurrence, One Million Dollars ($1 ,000,000.00) annual aggregate.
10 C. WORKERS' COMPENSATION -A policy of Workers' Compensation insurance
11 as may be required by the California Labor Code.
12 CONTRACTOR shall obtain endorsements to the Commercial General Liability
13 insurance naming the COUNTY, its officers, agents, and employees, individually and collectively,
14 as additional insured, but only insofar as the operations under this Agreement are concerned.
15 Such coverage for additional insured shall apply as primary insurance and any other insurance, or
16 self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only
17 and not contributing with insurance provided under CONTRACTOR'S policies herein. This
18 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
19 notice given to COUNTY.
20 Within Thirty (30) days from the date CONTRACTOR signs and executes this
21 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
22 above for all of the foregoing policies, as required herein, to the COUNTY, Tracy Meador,
23 Personnel Services Manager, 2220 Tulare St. 161h Floor, Fresno, CA 93721, stating that such
24 insurance coverages have been obtained and are in full force; that the COUNTY, its officers,
25 agents and employees will not be responsible for any premiums on the policies; that such
26 Commercial General Liability insurance names the COUNTY, its officers, agents and employees,
27 individually and collectively, as additional insured, but only insofar as the operations under this
28 Agreement are concerned; that such coverage for additional insured shall apply as primary
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1 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
2 and employees, shall be excess only and not contributing with insurance provided under
3 CONTRACTOR'S policies herein; and that this insurance shall not be cancelled or changed
4 without a minimum of Thirty (30) days advance written notice given to COUNTY.
5 In the event CONTRACTOR fails to keep in effect at all times insurance coverage
6 as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
7 terminate this Agreement upon the occurrence of such event.
8 All policies shall be issued by admitted insurers licensed to do business in the State
9 of California, and such insurance shall be purchased from companies possessing a current A.M.
10 Best, Inc. rating of A FSC VII or better.
11 18. AUDITS AND INSPECTIONS
12 The CONTRACTOR shall at any time during business hours, and as often as the
13 COUNTY may deem necessary, make available to the COUNTY for examination all of its records·
14 and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon
15 request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
16 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
17 If this Agreement exceeds Ten Thousand Dollars ($1 0,000.00), CONTRACTOR
18 shall be subject to the examination and audit of the Auditor General for a period of Three (3) years
19 after final payment under contract (Government Code Section 8546.7).
20 19. NOTICES
21 The persons and their addresses having authority to give and receive notices under
22 this Agreement include the following:
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COUNTY
COUNTY OF FRESNO
ATTN: Tracy Meador
Personnel Services Manager
2220 Tulare St., 161h Floor
Fresno, CA 93721
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SaaSafras LLC
CONTRACTOR
Jianhe Liao
CEO
5015 Manor Ridge Ln.
San Diego, CA 92130
1 Any and all notices between the COUNTY and the CONTRACTOR provided for or
2 permitted under this Agreement or by law shall be in writing and shall be deemed duly served
3 when personally delivered to one of the parties, or in lieu of such personal services, when
4 deposited in the U.S. mail, postage prepaid, addressed to such party. Notices provided by e-mail
5 will be effective at the time of confirmation of receipt of the e-mail. It is each party's responsibility
6 to keep the e-mail address current. COUNTY will be deemed to have received any e-mail sent to
7 the e-mail address then associated with its Boomerang account when CONTRACTOR receives
8 confirmation from COUNTY that the e-mail was actually received. If no confirmation is received by
9 CONTRACTOR within an acceptable amount of time, a call to the County would be necessary to
1 0 ensure that the notice was received via e-mail before it takes effect.
11 20. GOVERNING LAW
12 Venue for any action arising out of or related to this Agreement shall only be in
13 Fresno County, California.
14 The rights and obligations of the parties and all interpretation and performance of this
15 Agreement shall be governed in all respects by the laws of the State of California.
16 21. DISCLOSURE OF SELF-DEALING TRANSACTIONS
17 This provision is only applicable if the CONTRACTOR is operating as a
18 corporation (a for-profit or non-profit corporation) or if during the term of the Agreement, the
19 CONTRACTOR changes its status to operate as a corporation.
20 Members of the CONTRACTOR'S Board of Directors shall disclose any self-dealing
21 transactions that they are a party to while CONTRACTOR is providing goods or performing
22 services under this Agreement. A self-dealing transaction shall mean a transaction to which the
23 CONTRACTOR is a party and in which one or more of its directors has a material financial
24 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
25 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,
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attached hereto as Exhibit A 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
1 Any and all notices between the COUNTY and the CONTRACTOR provided for or
2 permitted under this Agreement or by law shall be in writing and shall be deemed duly served
3 when personally delivered to one of the parties, or in lieu of such personal services, when
4 deposited in the U.S. mail, postage prepaid, addressed to such party. Notices provided by e-mail
5 will be effective at the time of confirmation of receipt of the e-mail. It is each party's responsibility
6 to keep the e-mail address current. COUNTY will be deemed to have received any e-mail sent to
7 the e-mail address then associated with its Boomerang account when CONTRACTOR receives
8 confirmation from COUNTY that the e-mail was actually received. If no confirmation is received by
9 CONTRACTOR within an acceptable amount of time, a call to the County would be necessary to
1 0 ensure that the notice was received via e-mail before it takes effect.
11 20. GOVERNING LAW
12 Venue for any action arising out of or related to this Agreement shall only be in
13 Fresno County, California.
14 The rights and obligations of the parties and all interpretation and performance of this
15 Agreement shall be governed in all respects by the laws of the State of California.
16 21. DISCLOSURE OF SELF-DEALING TRANSACTIONS
17 This provision is only applicable if the CONTRACTOR is operating as a
18 corporation (a for-profit or non-profit corporation) or if during the term of the Agreement, the
19 CONTRACTOR changes its status to operate as a corporation.
20 Members of the CONTRACTOR'S Board of Directors shall disclose any self-dealing
21 transactions that they are a party to while CONTRACTOR is providing goods or performing
22 services under this Agreement. A self-dealing transaction shall mean a transaction to which the
23 CONTRACTOR is a party and in which one or more of its directors has a material financial
24 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
25 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,
26 attached hereto as Exhibit A and incorporated herein by reference, and submitting it to the
27 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter.
28 22. ENTIRE AGREEMENT
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1 This Agreement constitutes the entire agreement between the CONTRACTOR and
2 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
3 negotiations, proposals, commitments, writings, advertisements, publications, and understanding
4 of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
2 the day and year first hereinabove written.
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4 CONTRACTOR
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12 DATE:
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20 FOR ACCOUNTING USE ONLY:
21 ORG No.: 8925
Account No.: 7295
22 Requisition No.: 8921500148
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VIC~ ROW, CPA
Auditor, Controller, Treasurer-Tax Collector
DATE: ---------------------------
REVIEWED & RECOMMENDED FOR APPROVAL
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Exhibit A
SELF-DEAUNG TRANSACTION DISCLOSURE FORM
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).
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date:
I