county of santa cruz 0717sccounty01.co.santa-cruz.ca.us/bds/govstream2/bdsvdata/non_legacy_… ·...

July 16, 2015

BOARD OF SUPERVISORS County of Santa Cruz 701 Ocean Street Santa Cruz, CA 95060

County of Santa Cruz HUMAN SERVICES DEPARTMENT

Cecilia Espinola, Director 1000 Emeline Avenue, Santa Cruz, CA 95060

(831) 454-4130 FAX: (831) 454-4642

0717

AGENDA: August 4, 2015

APPROVE INFORMATION TECHNOLOGY AND ADMINISTRATIVE AGREEMENTS

Dear Members of the Board:

As your Board is aware, the Human Services Department (HSD) enters into agreements each year with various vendors who provide information technology and operational services that support the administration of public assistance programs. The purpose of this letter is to seek your Board's approval of four agreements for Fiscal Year (FY) 2015-16 that will ensure the continued provision of information technology and administrative support throughout HSD. Sufficient funds for these agreements are available in the HSD FY 2015-16 budget and there is no additional net county cost associated with approval of these agreements.

California State Association of Counties, for $110,122, will continue to provide staffing support for the California Work Opportunity and Responsibility to Kids Information Network (CaiWIN). CaiWIN is an automated system for management of public assistance programs. The contractor coordinates the work of the eighteen member counties participating in the CaiWIN consortium and serves as a liaison between the member counties and the CaiWIN vendor.

Exemplar Human Services, LLC, for $183,000, will continue to provide data reporting services to assist staff in managing employment and benefits services through complex data reports and related email alerts. In addition to these reports, Exemplar will provide reporting from the new State mandated Online CaiWORKs Appraisal Tool (OCAT) and enhance reporting on the public benefit status for families involved in child welfare.

lnTelegy Corporation (lnTelegy), for $336,420, will continue to provide customer service center operations support for HSD's Employment and Benefits Services Division (EBSD). lnTelegy will develop comprehensive recommendations for business processes, reporting, and performance monitoring enhancements. These enhancements will ensure successful integration of systems software and data reporting into business processes.

BOARD OF SUPERVISORS Agenda Date: August 4, 2015 Title: Approve Information Technology and Administrative Agreements

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Lastly, the proposed agreement with Western Integrated Systems (Western), for $95,000, will provide software design, implementation, and related staff training services for HSD's document imaging system, Kofax Transformation Modules (KTM). KTM electronically captures and categorizes forms submitted by clients, to ensure document privacy and security and enhance customer service. The next phase of the project will expand the use of KTM to improve business processes for customer service delivery for new areas of the department, including In-Home Supportive Services and the Public Authority.

IT IS THEREFORE RECOMMENDED that your Board:

1. Approve the attached agreement with California State Association of Counties, to provide CaiWIN system management, in the amount of $110,122, for FY 2015-16;

2. Approve the attached agreement with Exemplar Human Services, LLC, to provide information technology consulting services, in the amount of $183,000, for FY 2015-16;

3. Approve the attached agreement with lnTelegy Corporation, to provide operations management support, in the amount of $336,420, for FY 2015-16;

4. Approve the attached agreement with Western Integrated Systems, to provide software design, implementation, and related staff training services for KTM document imaging system, in the amount of $95,000, for FY 2015-16; and

5. Authorize the Human Services Department Director to execute these contracts.

Very truly yours,

CECILIA ESPINOLA Director

CE:SS:EB:BL

Attachments: Contract (4)

RECOMMENDED:

County Administrative Officer

cc: California State Association of Counties Exemplar Human Services, LLC lnTelegy Corporation Western Integrated Systems

TO: Board of Supervisors County Administrative Office Auditor Controller

AGREEMENT TYPE (Check One)

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT

[Z] Expenditure Agreement D Revenue Agreement

The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same.

1. Said A reement is between the Count of Santa Cruz Human Services De artment

0719

d California State Association Of Counties (CSAC), 1100 K. Street, Suite 101, Sacramento, Ca. 95814

an (Name/Address)

2. The agreement will provide Welfare Client Data Systems Management

2016

4. 0Fixed 0Monthly Rate 0Annual Rate [Z] Not to Exceed

Remarks:

5. Detail: [Z]on Continuing Agreements List for FY [!!]-~ PageCC{:=J Contract No: I16W003-s] 0 R 01 51 Time Agreement D Section II No Board Letter required, will be listed under item 8 · 11J Section Ill Board Letter Required D Section IV Revenue Agreement User Code ._1 _____ _.

6. Appropriations/Revenues are available and are budgeted in c::[392!0.::..92=-1.:..:0:..::0 _______ ...JI<Index) ls2381-WCEC4-W412 ~ (Subject)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED COMPLETED AUD-74 OR AUD-60

~~, E~Q,~-~ havebeen

Appropriations available and -~ -encumbered. Contract No: 16W0036

are not will be Date:

Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize the Human Services Department Director to execute on behalf of the County of Santa Cruz Human Services Department .

Date: l(z.1jrs: By:

Distribution: Board of Supervisors- White Auditor Controller - Canary Auditor-Controller- Pink Department - Gold

ADM- 29 (4/08) Title 1, Section 300 Proc Man

AUDITOR-CONTROLLER USE ONLY

CO-----Document No. JE Amount

TC110

Auditor Description

State of California County of Santa Cruz I, ex-officio Clerk of the Board of Supervisors of the County of Santa Cruz, State of California, do hereby certify that the foregoing request for approval of

agreement was approved by said Board of Supervisors as recommended by the County administrative Office by an order duly entered in the minutes of said Board on 20_

By: Deputy Clerk

Lines H/TL Keyed By Date

$

Amount Index Sub-Object User Cod

AGREEMENT RELATING TO

WELFARE CLIENT DATA SYSTEMS MANAGEMENT

THIS AGREEMENT is entered into this 1st day of July, 2015 by and between the following parties: the County of Santa Clara, California; the County of San Mateo, California; the County of San Diego, California; the County of Sonoma, California; the County ofTulare, California; the County of Santa Cruz, California; the County ofFresno, California; the County of Solano, California; the City and County of San Francisco, California; the County of San Luis Obispo, California; the County of Contra Costa, California; the County of Placer, California; the County of Alameda, California; the County ofYolo, California; the County of Orange, California; the County of Santa Barbara, California, the County of Sacramento, California, the County of Ventura, (hereinafter referred to collectively as "Counties" or "Entities") and the California State Association of Counties (''CSAC").

RECITALS

WHEREAS, the Entities desire the services of Welfare Client Data Systems Management Staff and other support resources as set forth herein to perform duties of the Board of Directors; and

WHEREAS, CSAC is able to provide such staff and other support resources to the Entities in return for compensation from the Entities as set forth herein;

WITNESSETH:

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement the following terms shall be ascribed the following meanings:

a. "County" -- shall mean one of the following eighteen Counties: Santa Clara, San Mateo, San Diego, Sonoma, Tulare, Santa Cruz, Fresno, Solano, City and County of San Francisco, San Luis Obispo, Contra Costa, Placer, Alameda, Yolo, Orange, Santa Barbara, Sacramento, and Ventura;

b. "Entities" --shall mean all of the Counties collectively;

c. "Board of Directors" -- shall mean the Welfare Client Data Systems Board of Directors constituting a deliberative body established for the purpose of administering computerized data processing services to the Welfare Departments of the eighteen Entities. The Board of Directors shall have eighteen members consisting of the Welfare Director of each county. The Board of Directors constitutes a consortium of the Entities, is not a legal entity vested with the power to

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Agreement Relating to Welfare Client Data Systems Management Effective July I, 2015 through June 30, 2016

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contract or to sue or be sued, and is vested with the powers delegated by this Agreement;

d. "Policy Board" -- shall mean the Welfare Client Data Systems Policy Board as established by the Board of Directors; whose purpose is to establish and execute policy to address the long-range planning, ongoing development, enhancement, and maintenance aspects of all Welfare Client Data Systems under the oversight and direction of the WCDS Board of Directors and for the benefit of all Counties.

e. "WCDS" --shall mean the Welfare Client Data Systems constituting the designation of computerized services rendered to the Welfare Departments of the Entities.

f. "Joint Maintenance Contractor"-- shall mean the management and operations vendor for the California Work Opportunity and Responsibility to Kids Information Network (CalWIN) system.

2. Term.

a. The term of this agreement is for the period commencing on July 1, 2015 and ending June 30, 2016; provided, however, that termination of this Agreement for non-payment shall be carried out as provided in Section I 0.

b. This Agreement may be terminated at any time without cause by the Board of Directors upon service of sixty (60) days advance written notice upon CSAC. This Agreement may be terminated at any time without cause by CSAC by serving sixty (60) days advance written notice upon the Board of Directors. In case of such early termination, CSAC shall be paid for services satisfactorily performed up until the date of termination as specified in the notice unless CSAC is in default of this Agreement.

3. The Welfare Client Data Systems Management Staff. CSAC shall employ qualified individuals ("Employee(s)") who shall be assigned to work under the Board of Director's direction to administer the Board of Director's business. The Board of Directors shall have sole responsibility for directing and managing the Employee(s) in the performance of the following:

a. Day-to-day evaluation of data processing contractors (quality, costs, and trends);

b. Monitoring/scheduling system and data processing contractor performance problem resolution;

c. Establish and maintain an ongoing working relationship with the California Department of Social Services (CDSS), including monitoring of state and

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Agreement Relating to Welfare Client Data Systems Management Effective July 1, 2015 through June 30, 2016

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federal processmg and review of Advance Planning Documents and feasibility studies;

d. Maintain records for the WCDS Management Staff contract activities including county billings and payments;

e. Contract (i.e. prepare request for proposals, evaluation of applicants, and negotiate contract and present to the Counties for execution) for an annual audit of cash receipts and disbursements to the data processing contractor when directed to do so by the Board of Directors;

f. Undertake special studies and analysis as requested by the Board of Directors;

g. Provide staff support to facilitate the operation of the WCDS Board of Directors and the WCDS Policy Board meetings and facilitate communications between the two groups;

h. In conjunction with the WCDS Consortium Policy Board, administer contracts, RFP evaluation, contract negotiation process and project management as directed by the Board of Directors;

1. Evaluate and propose opportunities for cost savings and/or system improvements for review;

J. Monitor CDSS communications and policy development for WCDS impacts and bring potential impacts to the immediate attention of CDSS and the Board of Directors and WCDS Policy Board;

k. With assistance from the WCDS Policy Board, develop a three year WCDS systems development strategic plan, to be updated annually to reflect accomplishments, changes in needs and priorities, and to include the third year hence;

1. Transmit directions, instructions and authorizations of the WCDS Policy Board and Board of Directors to the Joint Maintenance Contractor, documenting all such transmissions; and

m. Other duties as prescribed by the Board of Directors.

4. Employment Relationship. The Employee(s) shall be CSAC Employee(s) and, except as expressly provided herein, shall be subject to all standard CSAC employment policies, procedures and practices.

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Selection of the Employee(s) will be the sole responsibility of the Board of Directors. The Board of Directors shall be solely responsible for directing and managing the Employee( s) in the performance of duties. In particular, the Board of Directors shall have total control, responsibility and discretion over the Employee(s) day-to-day duties, including but not limited to direction and supervision of the scope and content of the Employee(s) work, work schedule and travel; provided, however, that such control, responsibility and discretion shall be exercised in a manner consistent with CSAC's employment policies and procedures and with all applicable federal and state labor laws.

The Employee(s) shall be "at-will" Employee(s). By the Agreement, CSAC delegates to the Board of Directors the authority to terminate the Employee( s) employment at any time, with or without cause.

Nothing in this Agreement is intended to imply a contractual relationship between the Employee(s) and CSAC, nor shall the Employee(s) be considered a third-party beneficiary of this Agreement.

5. Employee(s) Salary, Benefits, Vacation, Sick Leave and Severance Pay. The Board of Directors shall set the salaries for the Employee(s) and any subsequent increases thereto. Except as otherwise agreed to in a separate written agreement, the Employee(s) shall participate in all standard CSAC employment welfare and fringe benefit plans and programs as they currently exist and are documented in the current CSAC Employee(s) Handbook and as they may from time to time be modified or changed, including but not limited to retirement, health and other medical, and life insurance.

The Employee(s) shall accrue vacation and sick leave in accordance with CSAC policy.

The Entities shall reimburse CSAC for amounts paid for salary and benefits as provided in Section 8.

6. Other Support Services. CSAC shall reimburse Employee(s) for all travel and other miscellaneous expenses incurred by the Employee( s ), upon submission of an expense report approved by an authorized Board of Directors member or authorized representative. The Entities shall reimburse CSAC for such costs in accordance with Section 8.

7. CSAC Compensation. In consideration for all services provided by CSAC under paragraphs 5 and 6 of this Agreement, and except as otherwise noted, the Entities shall each pay to CSAC a maximum compensation of the appropriate share according to County size, as noted in Section 8, Table I. Total compensation for administrative costs shall be 4% of the actual payroll and benefits of WCDS CSAC staff up to an annual cap of $48,500, plus $4,000 annually for each WCDS CSAC staff over 13, as included in Table I. In addition, the Entities shall pay to CSAC $475 per County for the cost of naming each County as an additional insured on CSAC's insurance, also included in Section 8, Table I.

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8. County Payments. Each County shall pay by August 30, 2015 to CSAC their share of the sum shown below, to be held in trust, and which shall equal an amount not to exceed the total Contract Payment to CSAC for the Fiscal Year 2015-2016.

All participating Counties will each pay according to the amounts on Table I for Fiscal Year 2015-2016.

Table I

FY15/16 County Size Share Total

Alameda L 6.79% $269,186 Contra Costa L 6.79% $269,186 Fresno L 6.79% $269,186 Orange L 6.79% $269,186 Placer s 2.78% $110,122 Sacramento L 6.79% $269,186 San Diego L 6.79% $269,186 San Francisco L 6.79% $269,186 San Luis Obispo s 2.78% $110,122 San Mateo M 5.56% $220,243 Santa Barbara M 5.56% $220,243 Santa Clara L 6.79% $269,186 Santa Cruz s 2.78% $110,122 Solano M 5.56% $220,243 Sonoma M 5.56% $220,243 Tulare L 6.79% $269,186 Ventura M 5.56% $220,243 Yolo s 2.78% $110,122

Total 100.00% $3,964,379

In the event this Agreement is terminated in advance of the conclusion of its term, CSAC shall reimburse to the Entities the unexpended and unencumbered balance held by CSAC. Each County shall be reimbursed their proportionate share of the balance.

It is understood that each County shall not be liable for the other Counties' obligations hereunder, including, but not limited to, compensating CSAC under Sections 7. and 8. of this Agreement.

9. Post-Termination Expenses- Unemployment and Workers' Compensation Insurance. The Entities acknowledge that CSAC, in accordance with California law, is self-insured for unemployment compensation purposes, and that CSAC carries independent insurance to cover its workers' compensation liability. The Entities agree to reimburse CSAC for any

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additional unemployment and workers' compensation costs incurred by CSAC in connection with or as a result of the Employee(s) under this agreement, as included in the maximum compensation in Section 8, Table I. These costs include, but are not limited to, any payments CSAC is required to make to the California Employment Development Department by reason of any claim for unemployment benefits filed by the Employee(s). This obligation to reimburse such costs shall extend beyond the termination of this Agreement and shall continue until CSAC is paid in full for all such costs.

1 0. Termination of Agreement for Nonpayment. This Agreement shall terminate as provided in Section 2. Additionally, CSAC may terminate this Agreement and/or may terminate payments to or on behalf of the Employee(s) as provided herein at such time as there are insufficient funds available for such payments. Before terminating the Agreement under this section, CSAC will give written notice that there are insufficient funds to cover payments due and Entities shall have 30 days from date of notice to cure such default. CSAC's waiver or non-enforcement of this provision at any time shall not be deemed a waiver of CSAC's rights to enforce this provision as CSAC deems appropriate.

A termination of this Agreement shall effect a termination of the Employee(s)' employment with CSAC and the Entities shall pay in equal parts any costs associated therewith, including but not limited to any unemployment costs as provided in Section 8. If any such costs are paid or incurred by CSAC, the Entities shall reimburse CSAC for such costs in accordance with Section 8.

11. Records, Reports and Documentation. CSAC shall maintain complete and accurate records of its operation as it pertains to this Agreement. The Board of Directors shall have the right to review any records that pertain to this Agreement. All records, reports and documentation shall be retained by CSAC for three (3) years after termination of this Agreement. CSAC shall provide the Board of Directors with a monthly statement of account.

12. Insurance. Throughout the term of this Agreement, CSAC shall maintain in full force and effect comprehensive general liability insurance coverage for bodily and personal injuries, and comprehensive automobile liability insurance, including owned and non-owned automobile coverage, covering bodily injury and property damage. CSAC will maintain either an umbrella or excess policy of at least $1,000,000.00 each occurrence. CSAC shall maintain in full force and effect Employer's Liability Insurance coverage in an amount not less than $1,000,000 per occurrence. Such insurance policies shall name each County, their officers, agents, and Employee(s), individually and collectively, as additional insured. Such coverage for additional insured shall apply as primary insurance for covering the acts of the Employee( s ). This insurance shall not be canceled or materially changed without thirty (30) days advance, written notice to the Board of Directors.

Prior to commencement of this Agreement, CSAC shall provide on an Accord form naming the County as an additional insured. The certificate of insurance shall certify that the liability insurance coverage as required herein has been obtained and is in full force; and that

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such insurance coverage shall not be canceled or materially changed without thirty (30) days advance, written notice to the Board of Directors.

The Board of Directors may not permit the Employee(s) or volunteer workers to use their personal automobiles to transport individuals in performance of the Agreement unless the Employee(s) and volunteers carry automobile liability insurance with a minimum coverage at One Hundred Thousand Dollars ($1 00,000.00) per person and Three Hundred Thousand Dollars ($300,000.00) per occurrence for bodily injury, and Fifty Thousand Dollars ($50,000.00) for property damage.

Throughout the term of this Agreement, CSAC shall maintain in full force and effect a policy of Statutory Workers' Compensation Insurance including broad form all-states coverage, covering the Employee(s).

All required insurance shall be provided by a company rated "A V" or better according to the Best Key Rating guide.

13. Independent Contractor Status. In performance of the work, duties and obligations assumed by CSAC under this Agreement, it is mutually understood and agreed that CSAC, including any and all of CSAC's officers, agents and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the Entities. However, Entities shall retain the right to administer this Agreement so as to verify that CSAC is performing its obligations in accordance with the terms and conditions thereof. CSAC and Entities shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.

Because of its status as an independent contractor, CSAC shall have absolutely no right to employment rights and benefits available to Entities' employees. CSAC shall be solely liable and responsible for providing to, or on behalf of, its Employees all legally-required Employee benefits. In addition, CSAC shall be solely responsible and save Entities harmless from all matters relating to payment of CSAC'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, CSAC may be providing services to others unrelated to the Entities or to this Agreement. In performance of this Agreement, CSAC, its agents and Employees, shall act in an independent capacity and not as officers, employees, or agents of the Board of Directors, any of the Entities or the State of California.

14. Indemnification. In consideration ofCSAC's promise to delegate to the Board of Directors the sole responsibility for selecting, directing and managing the Employee(s), the Entities agree to indemnify, defend and hold harmless CSAC, its officers, directors, Employees and agents from and against all claims, liability, losses, damages, judgments, demands, or expenses arising from or in connection with the Employee(s)' performance under the terms of this Agreement or with the employment of the Employee(s), except such claims which are

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shown to arise from the negligence or willful default of CSAC in the performance of its duties and obligations provided herein. CSAC's rights under this indemnification provision shall remain enforceable after the termination of this Agreement and for so long as CSAC may be subject to liability arising from or in connection with this Agreement. CSAC agrees to exonerate, indemnity, defend and hold harmless the Entities and each individual County, (including without limitation each County's officers, agents, Employees and volunteers), from and against all claims, liability, losses, damages, judgments, demands or expenses arising from or in connection with CSAC's performance under the terms of this Agreement.

15. Confidentiality. All services performed by CSAC under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. The Board of Directors agrees to require Employee( s) to comply with the provisions of Sections 1 0850 and 17006 of the Welfare and Institutions Code. These sections provide that:

a. All applications and records concerning any individual made or kept by any public officer or agency in connection with the administration of any provision of the Welfare and Institutions Code relating to any form of public social services for which grants-in-aid are received by the State of California from the United States government shall be confidential, and shall not be open to examination for any purpose not directly connected with the administration of such public social services.

b. No person shall publish, disclose or use or permit or cause to be published or disclosed any list of persons receiving public social services, except as is provided by law.

c. No person shall publish, disclose, or use or permit or cause to be published, disclosed or used any confidential information pertaining to an applicant or recipient, except as is provided by law.

The Board of Directors shall inform all Employees, agents and officers of the above provisions and that any person knowingly and intentionally violating such provisions is guilty of a misdemeanor.

16. Nondiscrimination.·

a. CSAC shall not employ any unlawful discriminatory practices in the admission of patients, assignment of accommodations, treatment, evaluation, employment of personnel, or in any other respect on the basis of race, color, gender, religion, marital status, national origin, age, sexual orientation, or mental or physical handicap, in accordance with the requirements of applicable Federal or State Law.

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b. During the performance of this contract, CSAC, shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, mental or physical handicap, medical condition, marital status, age, or sex. CSAC shall comply with the provisions of the Americans with Disabilities Act of 1990, the Fair Employment and Housing Act (Government Code, section 12900, et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7385 et seq.). CSAC shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, section 12990, set forth in Chapter 5, Division 4 ofTitle 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. CSAC shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

c. CSAC shall comply with the provisions of section 504 of the Rehabilitation Act of 1973, as amended, pertaining to the prohibition of discrimination against qualified handicapped persons in all federally assisted programs or activities, as detailed in regulations signed by the Secretary of Health and Welfare Agency, effective June 2, 1977, and found in the Federal Register, Volume 42, No. 86, dated May 4, 1977.

1 7. Enforceability. This Agreement shall be governed by and construed according to the laws of the State of California. Any legal action to enforce this Agreement shall be brought in Sacramento County, California.

18. Board ofDirectors Representative. Except as may be specified otherwise in this Agreement, the Board of Directors Executive Committee shall represent the Board of Directors in all matters under this Agreement.

I9. Notices. Any notice required or permitted to be given under Agreement or pursuant to law shall be considered given when sent, provided such notice is sent by United States mail, postage prepaid, addressed to the parties as designated below or as otherwise noticed by the parties:

a. The Board of Directors: Hali Reyes, Board of Directors Designee Welfare Client Data Services/CalWIN 950 Iron Point Road, Suite II 0 Folsom, CA 95630

b. CSAC: Kelli Oropeza CSAC Chief of Financial Operations

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California State Association of Counties 11 00 K Street, Suite 1 0 I Sacramento, CA 95814

20. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements between them respecting the subject matter of this Agreement.

21. Amendment of Agreement. This Agreement shaH be amended only by a written instrument signed by all ofthe parties hereto.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

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CALIFORNIA STATE ASSOCIATION OF COUNTIES

Kelli Oropeza, Chief of Financial Operations

Agreement Relating to Welfare Client Data Systems Management Effective July I, 2015 through June 30,2016

0729

ATTEST:

By ________________________ ___

Deputy County Counsel

Dated: -------------------------

ATTEST:

Dated: -------------------------

APPROVED AS TO FORM AND LEGALITY

By __________________________ __ Senior Deputy County Counsel

Dated: ------------------------

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COUNTY OF SANTA CLARA

By ________________________ __

Director Social Services Agency

Dated: -------------------------

Deputy County Executive

COUNTY OF SAN MATEO

Purchasing Agent County of San Mateo

COUNTY OF SAN DIEGO

Director, Department of Purchasing and Contracting

Dated: -------------------------


0 731

ATTEST: COUNTY OF SONOMA

Dated: ------------------------Director, Human Services Department

Dated: ------------------------Division Director, Human Services Department

Dated: ------------------------County Counsel

ATTEST: COUNTY OF TULARE

Dated: -------------------------Chairperson, Board of Supervisors

APPROVED AS TO FORM: COUNTY COUNSEL

ATTEST: COUNTY OF SANTA CRUZ

/ jilt .. !l _£_ By ( Af t1 \,u.; \ !iw:/J:r:L:

Count)'J:ounsel

Director, Human Services Department APPROVED AS TO FORM

Page 12

Agreement Relating to Welfare Client Data Systems Management Effective July I, 2015 through June 30, 201 5

EXECUTED AND EFFECTIVE as of the date first above set forth.

ATTEST:

BERNICE E. SEIDEL, Clerk

By ________________________ __

APPROVED AS TO LEGAL FORM: KEVIN BRIGGS, COUNTY COUNSEL

By: ---------------------------

APPROVED AS TO ACCOUNTING FORM: VICKI CROW, C.P.A., AUDITORTREASURER-TAX COLLECTOR

By: ---------------------------

REVIEWED AND RECOMMENED FOR APPROVAL:

By: ____________________________ _ Delfino Neira, Director Department of Social Services

Fund/Subclass: 001/1000 Organization: 56107004 Account/Program: 7294/0

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COUNTY OF FRESNO

By ______________________ __ Chairman, Board of Supervisors

Mailing Address: 2135 Fresno Street, Suite 100 Fresno, CA 93721 Phone No.: (559)600-2300 Contact: Staff Analyst

Agreement Relating to Welfare Client Data Systems Management Effective July I, 2015 through June 30,2016

0732

ATTEST:

Birgitta E. Corsello County Administrator

ADDRESS

CITY

Approved as to Content:

DEPARTMENT HEAD OR DESIGNEE

Approved as to Form:

COUNTY COUNSEL

STATE

0733

COUNTY OF SOLANO

Dated: ------------------

Zip Code

Dated: ---------------------

Dated: ---------------------

ATTEST: CITY AND COUNTY OF SAN FRANCISCO

Dated: -------------------------

ATTEST:

JULIE L. RODEWALD County Clerk and Ex-Officio Clerk

Board of Supervisors, San Luis Obispo County State of California

By ______________________ __ Deputy Clerk

Executive Director Human Services Agency

COUNTY OF SAN LUIS OBISPO

Chairperson, Board of Supervisors

Approved as to form and legal effect: RITA L. NEAL, County Counsel

By __________________________ _ Dated: ----------------------- Deputy County Counsel

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Agreement Relating to Welfare Client Data Systems Management Effective July I, 2015 through June 30,2016 ·. ~

.. t; .. i

ATTEST:

Dated: -------------------------

ATTEST:

Clerk Board of Supervisors

COUNTY OF CONTRA COSTA

Director, Employment & Human Services Department

COUNTY OF ALAMEDA

President, Board of Supervisors

0734

I hereby certify under penalty of petjury that the President of the Board of Supervisors was duly authorized to execute this document on behalf of the County of Alameda by a majority vote of the Board on and that a copy has been delivered to the President as provided by Government Code Section 25103.

Dated: ___________ _

Clerk, Board of Supervisors, County of Alameda, State of California

By __________________________ _

Deputy

ATTEST: COUNTY OF PLACER

Date: ----------------------------

APPROVED AS TO FORM:

Placer County Counsel

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Richard J. Burton, M.D., M.P.H. Health Officer & Director of Health and Human Services


0735

ATTEST: COUNTY OF YOLO

APPROVED AS TO FORM: MARIKO YAMADA, CHAIR BOARD OF SUPERVISORS

Robyn Truitt Drivon, County Counsel

ATTEST: Anna Morales, Clerk Board of Supervisors

By ____________________________ _ Deputy

(SEAL)

By ___________________ _

Stephen B. Nocita, Senior Deputy

COUNTY OF ORANGE

By: ----------------------------

Dated:

COUNTY OF ORANGE CHAIR OF THE BOARD

OF SUPERVISORS

------------------------

SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC. 25103, RESO 79-1535 ATTEST:

SUSAN NOVAK Clerk of the Board of Supervisors Orange County, California

APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA

By: _________________ _

DEPUTY

Dated:. _______________________ _

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ATTEST: MONA MIYASATO CLERK OF THE BOARD

By: __________________________ _ Deputy Clerk

APPROVED AS TO FORM: MICHAEL C. GHIZZONI COUNTY COUNSEL

By: ________________________ __ Deputy County Counsel

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COUNTY OF SANTA BARBARA

APPROVED AS TO ACCOUNTING FORM: ROBERT W GElS, CPA AUDITOR-CONTROLLER

0736

By:-=---,-----------Deputy

APPROVED AS TO FORM: RAY AROMATORIO, ARM AIC RISK MANAGEMENT ADMINISTRATOR

By:-=-:--,---,---------------------Risk Management


ATTEST: COUNTY OF SACRAMENTO

COUNTY OF SACRAMENTO a political subdivision of the State of California

By __________________________________________________ _

Ann Edwards, Director Department of Human Assistance or Designee as per S.C.C. 2.61.012(h)

ATTEST:

Clerk of the Board of Supervisors County of Ventura, State of California

By: ------------------------Deputy Clerk of the Board

Dated: ---------------------------

COUNTY OF VENTURA

Chairperson of the Board of Supervisors

Page 18


0737

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT 0738


?!:UJV1~1CES DEPARTMENT L By: -----1~,....--.::....:....::..t.---~;~::-~--=..lLXw::;_ _____ (Signature) 7/~)o/f (Date)

Signature certifies that appropriations/revenues ~le AGREEMENT TYPE (Check One) [{] Expenditure Agreement D Revenue Agreement


1. Said A reement is between the Coun of Santa Cruz Human Services De artment

d Exemplar Human Services, LLC., 200 Virginia Street, Ste. 80061, Reno, Nevada 89501

an (Name/Address)

2. The agreement will provide . . . consultmg serv1ces for CaiWORKs/WTW case management operations.

3. Period of the agreement is from Qlljy 1, 2015 __ ] to [JUne 30,2016

I 0Fixed 0Monthly Rate 0Annual Rate [{]Not to Exceed

5. Detail: [{Jon Continuing Agreements List for FY [!!]- [!!] PageCCQ Contract No: j16W3725 I 0 R 01 51 Time Agreement D Section II No Board Letter required, will be listed under item 8 [Z] Section Ill Board Letter Required D Section IV Revenue Agreement User Code

6. Appropriations/Revenues are available and are budgeted in '-=13~9:::.2.::.:10:...::0:......... ______ .-JI<Index) ls2381-WCEC6-W60060


have been Contract No: 16W3725 Appropriation available encumbered.

are not Date:

Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize the Human Services Department Director to execute on behalf of the County of Santa Cruz Human Services Department

Date: By:

Distribution: Board of Supervisors- White Auditor Controller- Canary Auditor-Controller- Pink Department - Gold


agreement was approved by said Board of Supervisors as recommended by the County

I (Subject)

administrative Office by an order duly entered in the minutes of said Board on 20_ ADM- 29 ( 4/08) Title 1, Section 300 Proc Man

By: Deputy Clerk


CO-----Document No. JEAmount Lines H/TL Keyed By Date

TC110 $

Auditor Description Amount Index Sub-Object User Code

5

Contract No. 16W3725

INDEPENDENT CONTRACTOR AGREEMENT (STANDARD)

0739

This Contract, which is effective on the date it is fully executed, is between the COUNTY OF SANTA CRUZ, hereinafter called COUNTY, and EXEMPLAR HUMAN SERVICES, LLC, hereinafter called CONTRACTOR. The parties agree as follows:

1. DUTIES. CONTRACTOR agrees to exercise special skill to accomplish the following results: Provide Matrix™ related consulting services for CalWORKS/WTW case management reporting as specified in Exhibit A: Scope of Work for the County of Santa Cruz Human Services Department (hereinafter "the project").

2. COMPENSATION. In consideration for CONTRACTOR accomplishing said result, COUNTY agrees to pay CONTRACTOR as follows: Payment not to exceed $183,000.00 processed for payment as specified in Exhibit B: Budget, payable monthly in arrears upon receipt of invoice and approval of COUNTY authorized staff

3. TERM. The term of this Contract shall be: July 1, 2015 through June 30, 2016. If this Contract is placed on the County's Continuing Agreement List before the Contract term expires, the parties agree to extend the terms and conditions of the Contract as set forth herein, and as reflected in any executed amendment hereto, until the Contract is thereafter terminated.

4. EARLY TERMINATION. Either party hereto may terminate this Contract at any time by giving thirty (30) days' written notice to the other party.

5. INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. To the fullest extent permitted by applicable law, CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against:

A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Contract, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property(ies) of CONTRACTOR and third persons.

B. Any and all Federal, State, and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Contract (including, without limitation, unemployment insurance, social security and payroll tax withholding).

6. INSURANCE. CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain, at minimum, compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be considered in excess of CONTRACTOR'S insurance coverage and shall not contribute to it. If CONTRACTOR normally carries insurance in an amount greater than the minimum amount required by the COUNTY for this Contract, that greater amount shall become the minimum required amount of insurance for purposes of this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurances

Page 1 .. ~:;.

~' t

Contract No. 3725 carried by it shall be deemed liability coverage for any and all actions it performs in connection with this Contract. Insurance is to be obtained from insurers reasonably acceptable to the COUNTY.

0740 If CONTRACTOR utilizes one or more subcontractors in the performance of this Contract,

CONTRACTOR shall obtain and maintain Contractor's Protective Liability insurance as to each subcontractor or otherwise provide evidence of insurance coverage from each subcontractor equivalent to that required of CONTRACTOR in this Contract, unless CONTRACTOR and COUNTY both initial here

I

A. Types of Insurance and Minimum Limits

(1) Workers' Compensation Insurance in the minimum statutorily required coverage amounts. This insurance coverage shall be required unless the CONTRACTOR has no employees and certifies to this fact by initialing here ___ _

(2) Automobile Liability Insurance for each of CONTRACTOR'S vehicles used in the performance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR'S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage. This insurance coverage is required unless the CONTRACTOR does not drive a vehicle in conjunction with any part of the performance of this Contract and CONTRACTOR and COUNTY both certify to this fact by initialing here __ I __ .

(3) Comprehensive or Commercial General Liability Insurance coverage at least as broad as the most recent ISO Form CG 00 01 with a minimum limit of $1,000,000 per occurrence, and $2,000,000 in the aggregate, including coverage for: (a) products and completed operations, (b) bodily and personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

(4) Professional Liability Insurance in the minimum amount of$ ____ _ combined single limit, if, and only if, this Subparagraph is initialed by CONTRACTOR and COUNTY _I_

B. Other Insurance Provisions

( 1) If any insurance coverage required in this Contract is provided on a "Claims Made" rather than "Occurrence" form, CONTRACTOR agrees that the retroactive date thereof shall be no later than the date first written above (in the first paragraph on page 1 ), and that it shall maintain the required coverage for a period of three (3) years after the expiration of this Contract (hereinafter "post Contract coverage") and any extensions thereof. CONTRACTOR may maintain the required post Contract coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post Contract coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Contract. For purposes of interpreting this requirement, a cost not exceeding 1 00% of the last annual policy premium during the term of this Contract in order to purchase prior acts or tail coverage for post Contract coverage shall be deemed to be reasonable.

(2) All policies of Comprehensive or Commercial General Liability Insurance shall be endorsed to cover the County of Santa Cruz, its officials, employees, agents and volunteers as additional insureds with respect to liability arising out of the work or operations and activities performed by or on behalf of CONTRACTOR, including materials, parts or equipment furnished in connection with such work or operations. Endorsements shall be at least as broad as ISO Form CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01, covering both ongoing operations and products and completed operations.

(3) All required policies shall be endorsed to contain the following clause:

Page2

Contract No. 3725 "This insurance shall not be canceled until after thirty (30) days' prior written notice (1 0 days for nonpayment of premium) has been given to:

Santa Cruz County Human Services Department Attn: Centralized Contracting Unit 1040 Emeline Avenue Santa Cruz, CA 95060

0741

Should CONTRACTOR fail to obtain such an endorsement to any policy required hereunder, CONTRACTOR shall be responsible to provide at least thirty (30) days' notice (I 0 days for nonpayment of premium) of cancellation of such policy to the COUNTY as a material term of this Contract.

(4) CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Contract with Certificates of Insurance and endorsements for all required coverages. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR's obligation to provide them. All Certificates of Insurance and endorsements shall be delivered or sent to:


(5) CONTRACTOR hereby grants to COUNTY a waiver of any right of subrogation which any insurer of said CONTRACTOR may acquire against the COUNTY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the COUNTY has received a waiver of subrogation endorsement from the insurer.

7. EQUAL EMPLOYMENT OPPORTUNITY. During and m relation to the performance of this Contract, CONTRACTOR agrees as follows:

A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because ofrace, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer-related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause.

B. If this Contract provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employs fifteen (15) or more employees, the following requirements shall apply:

(1) The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer-related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff

Page3

Contract No. 3 725 or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider Minority/Women/Disabled Owned Business Enterprises in CONTRACTOR'S solicitation of goods and services. Definitions for Minority/Women/Disabled Owned Business Enterprises are available from the COUNTY General Services Purchasing Division.

0742

(2) In the event of the CONTRACTOR'S non-compliance with the non-discrimination clauses of this Contract or with any of the said rules, regulations, or orders said CONTRACTOR may be declared ineligible for further contracts with the COUNTY.

(3) The CONTRACTOR shall cause the foregoing provisions of subparagraphs 7B(l) and 7B(2) to be inserted in all subcontracts for any work covered under this Contract by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

8. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR and COUNTY have reviewed and considered the principal test and secondary factors below and agree that CONTRACTOR is an independent contractor and not an employee of COUNTY. CONTRACTOR is responsible for all insurance (workers' compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR is not entitled to any employee benefits. COUNTY agrees that CONTRACTOR shall have the right to control the manner and means of accomplishing the result contracted for herein.

PRINCIPAL TEST: The CONTRACTOR rather than COUNTY has the right to control the manner and means of accomplishing the result contracted for.

SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (f) The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; (g) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employeremployee relationship; and (j) The COUNTY conducts public business.

It is recognized that it is not necessary that all secondary factors support creation of an independent contractor relationship, but rather that overall there are significant secondary factors that indicate that CONTRACTOR is an independent contractor.

By their signatures on this Contract, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Contract is in fact an independent contractor.

9. NONASSIGNMENT. CONTRACTOR shall not assign the Contract without the prior written consent of the COUNTY.

10. ACKNOWLEDGMENT. CONTRACTOR shall acknowledge in all reports and literature that the Santa Cruz County Board of Supervisors has provided funding to the CONTRACTOR.

Page4

Contract No. 3725 11. RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain records

pertinent to this Contract for a period of not less than five (5) years after final payment under this Contract or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-ControllerTreasurer-Tax Collector, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Contract.

0743 12. PRESENTATION OF CLAIMS. Presentation and processing of any or all claims

arising out of or related to this Contract shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by this reference is incorporated herein.

13. ATTACHMENTS. Should a conflict arise between the language in the body of this Contract and any attachment to this Contract, the language in the body of this Contract controls. This Contract includes the following attachments:

14.

Exhibit A: Scope of Work Exhibit B: Budget Exhibit C: Medi-Cal Data Privacy & Security Confidentiality Agreement Exhibit D: Assurance of Compliance with Nondiscrimination Requirements

LIVING WAGE. This Contract is covered under Living Wage provisions if this section is initialed by COUNTY _____ _

If Item # 14 above is initialed by COUNTY, then this Contract is subject to the provisions of Santa Cruz County Code Chapter 2.122, which requires payment of a living wage to covered employees. Non-compliance during the term of the Contract with these Living Wage provisions will be considered a material breach, and may result in termination of the Contract and/or pursuit of other legal or administrative remedies.

CONTRACTOR agrees to comply with Santa Cruz County Code section 2.122.140, if applicable.

15. NON-BINDING UNTIL APPROVED. Regardless of whether this Contract has been signed by all parties, if the total compensation identified in Paragraph 2 of this Contract is greater than $15,000, this Contract is not binding on any party until the Contract has been approved by the Santa Cruz County Board of Supervisors.

16. MISCELLANEOUS. This written Contract, along with any attachments, is the full and complete integration of the parties' agreement forming the basis for this Contract. The parties agree that this written Contract supersedes any previous written or oral agreements between the parties, and any modifications to this Contract must be made in a written document signed by all parties. The unenforceability, invalidity or illegality of any provision(s) of this Contract shall not render the other provisions unenforceable, invalid or illegal. Waiver by any party of any portion of this Contract shall not constitute a waiver of any other portion thereof. Any arbitration, mediation, or litigation arising out of this Contract shall occur only in the County of Santa Cruz, notwithstanding the fact that one of the contracting parties may reside outside of the County of Santa Cruz. This Contract shall be governed by, and interpreted in accordance with, California law.

Ill

Ill

Ill

Page 5

Contract No. 3725

SIGNATURE PAGE

Contract No. 3725


0744

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

2.

By:

EXEMPLAR HUMAN SERVICES, LLC

SIGNED

Andrew Bush, CEO

4.

By:

Company Name: Exemplar Human Services, LLC Address: 200 South Virginia Street, Ste. 80061

Reno,NV 89501 Telephone: Email:

(202) 286-3883 [email protected]

3. APPROVED AS TO INSURANCE: 1.

DISTRIBUTION: • Human Services Department • Auditor-Controller • Risk Management • Exemplar Human Services, LLC

Page 6

COUNTY OF SANTA CRUZ

SIGNED

Cecilia Espinola, Director Human Services Department


EXHIBIT A- SCOPE OF WORK EXEMPLAR HUMAN SERVICES, LLC

Contract: 16W3725

0745 The CONTRACTOR shall provide its Engagement Matrix™ Proprietary Analytic Services (Matrix) to enable the COUNTY to obtain and utilize the results of key performance management data related to the COUNTY's California Work Opportunity and Responsibility to Kids (CaiWORKs)/Welfare to Work (WTW) case management operations.

The CONTRACTOR will use the Matrix to process data for the COUNTY, generated from the California Work Opportunity and Responsibility to Kids Information Network (CaiWIN) Consortium's County Information System (CIS).

The CONTRACTOR will process the CIS and Child Welfare Services (CWS) data, containing case and individual identifiers, activity history, and activity profiles, to create and deliver the following Caseload Management Reports:

• Weekly Engagement Comparison Reports, by worker, unit, office, and county-wide

• Daily Caseload Alerts Reports, consisting of multiple indicators to alert staff to those cases that require immediate action is taken. This report is designed to prompt workers for required case actions to include (but not be limited to) engagement, sanction and exemption monitoring, comparison of planned activities to actual activities, and the tracking of provisional core hours and timeframes

• CWS Case Profile Report, used to alert Child Welfare Social Workers and selected Benefit Representatives of the benefits status of parents and children involved in child welfare cases.

Additionally, the CONTRACTOR will provide the following services:

• Work Lists, for specific engagement categories designated by COUNTY, such as unengaged cases by worker, unit, employed cases, etc, upon request

• Trend Charts, will be provided upon request of COUNTY, reflecting historical and potential future performance results, across the available engagement categories

• Monthly On-Site Visits, at a minimum of one on-site visit per month, from designated CONTRACTOR team member, to present to and discuss the results with the COUNTY's CaiWORKs/WTW management team

DATA PROCESSING PROCEDURES

• Data from the CIS will be provided to the CONTRACTOR through file extracts provided via established automated systems created by the COUNTY, and reports will be updated by the CONTRACTOR, through direct access to the COUNTY's CIS data and CWS tables.

• Reports shall be configured to function properly within the structured query language (SOL) Server Reporting Services environment as follows:

1. Incremental loads of all required tables will occur nightly for the previous 24 hours, whereby data from CIS source tables would flow to the CONTRACTOR's server (securely over a virtual private network (VPN) connection established in coordination with authorized COUNTY IT staff);

2. Processing scripts will be run by the CONTRACTOR on its servers;

Page 1 of 2

EXHIBIT A- SCOPE OF WORK EXEMPLAR HUMAN SERVICES, LLC

Contract: 16W3725

3. Results data generated by these processing scripts will be pushed to the COUNTY's server by the CONTRACTOR via the established automated process, and reside in a small number of tables (less than 1 0);

4. Stored system procedures that query the results data will reside on the COUNTY's servers in encrypted format;

5. Report files that present the data (and that call the Stored System Procedures in #4 above) will reside on the COUNTY's server, unencrypted;

• Depending on the report design and need as specified by COUNTY, report data will be updated on a daily, weekly or monthly basis;

• Access to the reports will be provided through the COUNTY's Reporting Services network to staff with CaiWORKs/WTW related duties and access to Report Services, as designated by the COUNTY;

• On a monthly basis throughout the year, a CONTRACTOR team member designated by CONTRACTOR will present the results and discuss them with the COUNTY-designated CaiWORKs/WTW management team;

• The CONTRACTOR will work closely with the COUNTY to monitor program changes reflected in revisions to the State budget and program regulations to modify the aforementioned reports and processes as necessary to ensure their continued usefulness.

ADDITIONAL SERVICES

• Enhancement of WTW Alerts & Reporting for Online California Assessment Tool (OCAT): The CONTRACTOR will:

1. Create new alerts and trigger reports to enable the tracking and monitoring process by seamlessly integrating the new data into the existing reporting service, thereby enhancing tracking, monitoring, and realization of the broader goals of "early and appropriate engagement";

2. Provide enhancements to the existing WTW reporting service to include 3 new alerts and trigger reports to incorporate the new data that will be available via the introduction of the OCAT system in 2015;

3. In conjunction with the monthly on-site visits, present and discuss the results to the COUNTY's CaiWORKstwrW management team, and provide additional onsite and offsite analytical support regarding the use of OCAT data and reports upon request of the COUNTY;

4. Provide the COUNTY with access to the underlying dataset(s) and table(s) derived from the OCAT source, to allow the COUNTY to utilize OCAT data in the development of local ad-hoc reports and analysis.

• Enhancement for Child Welfare Data and Reporting: The CONTRACTOR will make adjustments to CWS Case Profile Report based on feedback from users to ensure accuracy and assist the County in training users.

Page 2 of 2

0746

EXHIBIT B- BUDGET Contract No. 16W3725 EXEMPLAR HUMAN SERVICES, LLC

The CONTRACTOR must submit monthly invoices for Engagement Matrix™ Analytic Services, for a flat fee service rate of $12,500 per month, invoiced monthly in arrears, for a total not to exceed annual amount of $150,000.

Upon completion of the OCAT and CWS Case Profile Report, as noted in the Additional Services line item of this budget, CONTRACTOR will invoice COUNTY for payment in full of $33,000 in arrears and subject to approval of COUNTY authorized staff.

In consideration for accomplishing all of these said results, the COUNTY agrees to pay the CONTRACTOR $183,000 for Fiscal Year (FY) 2015-16, and includes any and all reimbursements due to the CONTRACTOR for duties performed pursuant to this agreement and expenses incurred while performing the agreed upon services, as requested by the COUNTY.

Partial Payment: In the event that less than all services are performed in a proper and timely manner, the CONTRACTOR shall be paid only the reasonable cost for the services performed for the payment period as determined by authorized program staff designated by COUNTY.

Invoicing Procedures: The CONTRACTOR shall invoice the COUNTY after the contract is approved and encumbered as specified above in the Terms and Conditions of Payment. The CONTRACTOR shall submit an original invoice with the following details included:

• The report period

• Specific dates of services where applicable (e.g. Meetings attended at COUNTY)

• The current report period charges stating a flat fee service rate of $12,500 per month, and upon completion the total billing for work performed during the term for Additional Services

• A brief description of the product or services provided, in terms that correlate to those used in Exhibit A- Scope of Work

BUDGET LINE ITEM DESCRIPTION UNIT QTY PRICE TOTAL

Monthly Subscription to Engagement Matrix™, including: EACH 12 $12,500 $150,000

• Production & Provision of Standard Reports, Work Lists, Trend Charts

• Monthly On-Site Visits

• Standard Reports Management, Creation & Custom ization

Additional Services - Completion of OCA T & CWS Case LOT 1 $33,000 $33,000 Profile Report

TOTAL $183,000

Page 1 of 1

0747

Exhibit C Contract No. 3725

0748

COUNTY OF SANTA CRUZ HUMAN SERVICES DEPARTMENT MEDI-CAL DATA PRIVACY AND SECURITY CONFIDENTIALITY AGREEMENT

AGENT: EXEMPLAR HUMAN SERVICES, LLC

CONFIDENTIALITY AGREEMENT: EXEMPLAR HUMAN SERVICES, LLC, its/her/his employees, contractors, representatives, volunteers and agents (hereinafter referred to as CONTRACTOR), may be involved with work pertaining to services provided by the County of Santa Cruz and, if so, may have access to confidential data and client protected information pertaining to persons and/or entities receiving services from the County. This information includes but is not limited to client name, address, social security number, date of birth, driver's license number, identification number, or any other information that identifies the individual. In addition, CONTRACTOR may also have access to proprietary information supplied by the County of Santa Cruz or by other vendors doing business with the County of Santa Cruz. The County has a legal obligation to protect all such confidential data and client protected information in its possession, especially data and information concerning health, mental health, criminal and public assistance records. The County must ensure that the confidential data and client protected information shall be protected by CONTRACTOR. Consequently, CONTRACTOR agrees to sign this agreement as a condition of its/her/his work for the County.

CONTRACTOR hereby agrees not to divulge to any unauthorized person, company or organization any of the data or information obtained while performing work pursuant to the attached contract with the County of Santa Cruz. CONTRACTOR agrees to forward all requests for the release of any data or client protected information received by iUher/him to the County Designated Representative.

CONTRACTOR further agrees to keep confidential all financial, health, criminal and public assistance records and all data and client protected information pertaining to persons and/or entities receiving services from the County, including design concepts, algorithms, programs, formats, documentation, County proprietary information and all other original materials produced, created or provided to or by CONTRACTOR under the attached contract. CONTRACTOR agrees to protect said confidential materials against disclosure to other than County employees who have a need to know the information. CONTRACTOR agrees that if proprietary information supplied by the County or by other County vendors is provided to it during this engagement, CONTRACTOR shall keep such information confidential.

CONTRACTOR agrees to report to the County Designated Representative any and all violations of this contract by iUher/him and by any other person, company or organization of which it becomes aware. CONTRACTOR agrees to return all confidential materials to the County Designated Representative upon completion of termination of the contract.

It is acknowledge that violation of this agreement may subject CONTRACTOR to civil and/or criminal action and that the County of Santa Cruz may seek possible legal redress.

NAME: (Signature)

NAME: Andrew Bush

POSITION: CEO, Exemplar Human Services, LLC

Exhibit E: D

ASSURANCE OF COMPLIANCE WITH THE HUMAN SERVICES DEPARTMENT

NONDISCRIMINATION IN STATE AND FEDERALLY ASSISTED PROGRAMS

EXEMPLAR HUMAN SERVICES, LLC Contract No. 3725

0749

HEREBY AGREES THAT it will comply with Title VI and VII of the Civil Rights Acts of 1964 as amended; Section 504 of the Rehabilitation Acts of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Food Stamp Act of 1977 as amended, and in particular Section 272.6; Title II of the Americans with Disabilities Act of 1990; California Civil Code, Section 51 et seq., as amended; California Government Code Section 11135-11139.5, as amended; California Government Code Section 12940(c), (h) (1), (i), and G); California Government Code, Section 4450; Title 22, California Code of Regulations 98000- 98413, and other applicable federal and state laws, as well as their implementing regulations (including 45 Code of Federal Regulations (CFR) Parts 80, 84, and 91, 7 CFR Part 15, and 28 CFR Part 42), by ensuring that employment practices and the administration of public assistance and social services programs are nondiscriminatory, to the effect that no person shall because of ethnic group identification, age, sex, color, disability, medical condition, national origin, race, ancestry, marital status, religion, religious creed or political belief be excluded from participation in or be denied the benefits of, or be otherwise subject to discrimination under any program or activity receiving federal or state financial assistance; and HEREBY GIVE ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement.

THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all federal and state assistance; and THE VENDOR/RECIPIENT HEREBY GIVES ASSURANCE THAT administrative methods/procedures which have the effect of subjecting individuals to discrimination or defeating the objectives of the California Department of Social Services (CDSS) Manual of Policies and Procedures (MPP) Chapter 21, will be prohibited.

BY ACCEPTING THIS ASSURANCE, the vendor/recipient agrees to compile data, maintain records and submit reports as required, to permit effective enforcement of the aforementioned laws, rules and regulations and permit authorized CDSS and/or federal government personnel, during normal working hours, to review such records, books and accounts as needed to ascertain compliance. If there are any violations of this assurance, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with Welfare and Institutions Code Section 10605, or Government Code Section 11135-11139.5, or any other laws, or the issue may be referred to the appropriate federal agency for further compliance action and enforcement of this assurance.

THIS ASSURANCE is binding on the vendor/recipient directly or through contract, license, or other provider scrvices, as long as it receives fedeml o' state assistance. _!__ n 1/1, _ . _ _

Date 7 ... , ... ~1~ ~f,;,..~

Address of Vendor/Recipient: Exemplar Human Services, LLC 200 South Virginia Street, Ste. 80061 Reno, NV 89501

Signature of Andrew Bush, CEO

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT

TO: Board of Supervisors County Administrative Office Auditor Controller By:

ffM~MAN ¥=RVICES DEPARTMENT ~/Y

~ r~ (Signature) h (Date) Signature certifies that appropriations/revenues re available

AGREEMENT TYPE (Check One) 0 Expenditure Agreement D Revenue Agreema1t

The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same. 0750

1 . Said A reement is between the Coun of Santa Cruz Human Services De artment

d lnTelegy Corporation, P.O. Box 2578, Danville, CA 94506

an (Name/Address)

2. The agreement will provide

3. Period of the agreement is from to [June 30, 2016 ~~-]

4. 0Fixed 0Monthly Rate 0Annual Rate 0 Not to Exceed

5. Detail: 0on Continuing Agreements List for FY m- [!!] Pagecco Contract No:j16W3582 I 0 R 01st Time Agreement D Section II No Board Letter required, will be listed under item 8 [1] Section Ill Board Letter Required 0 Section IV Revenue Agreement User Code

6. Appropriations/Revenues are available and are budgeted in ._l3_9_21_0_0 _______ _,j(lndex) 162381-WCEC5-W53


Appropriation available and are not will be

encumbered. Contract No: 16W3582

By: --+-.....; Date:

Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize the Human Services Department Director to execute on behalf of the County of Santa Cruz Human Services Department !

Date: 'j'k'f;J.L By_: ------'0+--''-

ative Office



agreement was approved by said Board of Supervisors as recommended by the County

I (Subject)

administrative Office by an order duly entered in the minutes of said Board on 20_ ADM- 29 (4/08) Title 1, Section 300 Proc Man

By: Deputy Clerk


CO-----Document No. JE Amount Lines H/TL Keyed By Date

TC110 $

Auditor Description Amount Index Sub-Object User Code


INDEPENDENT CONTRACTOR AGREEMENT (Design Professional)

0751

This Contract is entered into this 1st day of July, 2015, by and between the COUNTY OF SANTA CRUZ, hereinafter called COUNTY, and INTELEGY CORPORATION, hereinafter called CONTRACTOR. The parties agree as follows:

1. DUTIES. CONTRACTOR agrees to exercise special skill to accomplish the following results: Provision of professional services to standardize business practices and technology support in public assistance service delivery model per the attached Exhibit A: Scope of Work for the County of Santa Cruz Human Services Department.

2. COMPENSATION. In consideration for CONTRACTOR accomplishing said result, COUNTY agrees to pay CONTRACTOR as follows: Payment not to exceed $336,420.00, processed for payment in full after project completion, receipt of invoice, and approval of project manager.

3. TERM. The term of this Contract shall be: July I, 2015 through June 30, 2016.

4. EARLY TERMINATION. Either party hereto may terminate this Contract at any time by giving thirty (30) days written notice to the other party.

5. INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of Section 5 and 6 of this document shall include, without limitation, its officers, agents, employees and volunteers) from and against:

A. Any and all claims, demands, losses, damages, defense costs, other legal costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it at any time for injury to or death of persons, or damage to property which arise out of, pertain to, or relate to CONTRACTOR'S negligence, recklessness, or willful misconduct under the terms of this Agreement. Such indemnification includes any damage to the person(s), or property(ies) of CONTRACTOR and third persons.

B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Contract (including, without limitation, unemployment insurance, social security and payroll tax withholding).

6. INSURANCE. CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain, at minimum, compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be considered in excess of CONTRACTOR'S insurance coverage and shall not contribute to it. If CONTRACTOR normally carries insurance in an amount greater than the minimum amount required by the COUNTY for this Contract, that greater amount shall become the minimum required amount of insurance for purposes of this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurances

FORM REVISED 9/10

Contract No. 3582

carried by it shall be deemed liability coverage for any and all actions it performs in connection with this Contract.

If CONTRACTOR utilizes one or more subcontractors in the performance of this Contract, CONTRACTOR shall obtain and maintain Independent Contractor's Insurance as to each subcontractor or otherwise provide evidence of insurance coverage from each subcontractor equivalent to that required of CONTRACTOR in this contract, unless CONTRACTOR and COUNTY both initial here __ / __ .


(1) Worker's Compensation in the minimum statutorily required coverage amounts. This insurance coverage sh\lt required unless the CONTRACTOR has no employees and certifies to this fact by initialing here .

(2) Automobile Liability Insurance for each of CONTRACTOR'S vehicles used in the performance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR'S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage. This insurance coverage is required unless the CONTRACTOR does not drive a vehicle in conjunction with any part of the performance of this Contract and CONTRACTOR and COUNTY both certify to this fact by initialing here __ / __ .

(3) Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for: (a) bodily injury, (b) personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

(4) Professional Liability Insurance in the minimum amount of$2,000,000.00 colfft~dy~ngle limit, if, and only if, this Subparagraph is initialed by CONTRACTOR and COUNTY ~~,{£


(1) If any insurance coverage required in this Contract is provided on a "Claims Made" rather than "Occurrence" form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Contract (hereinafter "post Contract coverage") and any extensions thereof. CONTRACTOR may maintain the required post Contract coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post Contract coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Contract. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Contract in order to purchase prior acts or tail coverage for post Contract coverage shall be deemed to be reasonable.

(2) All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clause:

"The County of Santa Cruz, its officials, employees, agents and volunteers are added as an additional insured as respects the operations and activities of, and on behalf of, the named insured's performance under its/his/her/their contract with the County of Santa Cruz."

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Contract No. 3582

(3) If any insurance policy of CONTRACTOR required by this document includes language conditioning the insurer's legal obligation to defend of indemnify COUNTY on the performance of any act(s) by the named insured, then said insurance policy, by endorsement, shall also name the County of Santa Cruz as a named insured. Notwithstanding the foregoing, both the CONTRACTOR and its insurers agree that by naming the County of Santa Cruz as a named insured, the COUNTY may at its sol~ ~irection, but is not obligated to, perform any act required by the named insured under said insuranct()

7 53 pohctes.

(4) CONTRACTOR shall do all things required to be performed by it pursuant to its insurance policies including but not limited to paying within five (5) work days, all deductibles and selfinsured retentions (SIR) required to be paid under any insurance policy that may provide defense or indemnity coverage to COUNTY or any additional insured.

( 5) All required insurance policies shall be endorsed to contain the following clause: "This insurance shall not be canceled until after thirty (30) days prior written notice has been given to:

Santa Cruz County Human Services Department Attn: Centralized Contracting Unit 1040 Emeline A venue Santa Cruz, CA 95060

(6) CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Contract with Certificates of Insurance for all required coverages. All Certificates of Insurance shall be delivered or sent to:

7.

Santa Cruz County Human Services Department Attn: Centralized Contracting Unit 1040 Emeline A venue Santa Cruz, CA 95060

EQUAL EMPLOYMENT OPPORTUNITY. performance of this Contract, CONTRACTOR agrees as follows:

During and in relation to the

A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, physical or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause.

B. If this Contract provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employees fifteen (15) or more employees, the following requirements shall apply:

(1) The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, physical or mental

FORM REVISED 9/10 3

Contract No. 3582

disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider Minority/Women/Disabled Owned Business Enterprises in CONTRACTOR'S solicitation of goods and services. Definitions for Minority/Women/Disabled Business Enterprises are available from the COUNTY General Services Purchasing Division. 0754


(3) The CONTRACTOR shall cause the foregoing provisions of subparagraphs 7B(l) and 7B(2) to be inserted in all subcontracts for any work covered under this Contract by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

8. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR and COUNTY have reviewed and considered the principal test and secondary factors below and agree that CONTRACTOR is an independent contractor and not an employee of COUNTY. CONTRACTOR is responsible for all insurance (workers compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR is not entitled to any employee benefits. COUNTY agrees that CONTRACTOR shall have the right to control the manner and means of accomplishing the result contracted for herein.


SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (f) The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; (g) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employeremployee relationship; and (j) The COUNTY conducts public business.


FORM REVISED 9/10 4

Contract No. 3582

By their signatures on this Contract, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Contract is in fact an independent contractor.



11. RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain records pertinent to this Contract for a period of not less than five ( 5) years after final payment under this

Contract or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-Controller, the Auditor General of the State of California, or the designee of either for a period of five ( 5) years after final payment under this Contract.

12. PRESENTATION OF CLAIMS. Presentation and processing of any or all claims arising out of or related to this Contract shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by this reference is incorporated herein.

13. ATTACHMENTS. This Contract includes the following attachments:

Exhibit A: Scope of Work Exhibit B: Budget Exhibit C: Medi-Cal Data Privacy & Security Confidentiality Agreement

14. LIVING WAGE. This Contract is covered under Living Wage provisions if this section is initialed by COUNTY _____ _

Ifltem # 14 above is initialed by the COUNTY, then this Contract is subject to the provisions of Santa Cruz County Code Chapter 2.122, which requires payment of a living wage to covered employees. Non-compliance during the term of the Contract with these Living Wage Provisions will be considered a material breach, and may result in termination of the Contract and/or pursuit of other legal or administrative remedies.


15. MISCELLANEOUS. This written Contract, along with any attachments, is the full and complete integration of the parties' agreement forming the basis for this Contract. The parties agree that this written Contract supersedes any previous written or oral agreements between the parties, and any modifications to this Contract must be made in a written document signed by all parties. Any arbitration,

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Contract No. 3582

mediation, or litigation arising out of this Contract shall occur only in the County of Santa Cruz, notwithstanding the fact that one of the contracting parties may reside outside of the County of Santa Cruz.


1.

By:

Vail Dutto, CEO

Company Name: Address:

Telephone: Email: Fax:

InTelegy Corporation PO Box 2578 Danville, CA 94506 (925) 855-6601 [email protected] (925) 736-2185

2. APPROVED AS TO INSURANCE:

DISTRIBUTION:

• Human Services Department • Auditor-Controller • Risk Management • InTelegy Corporation

FORM REVISED 9/10

3.

By:

4.

6


SIGNED

Cecilia Espinola, Director Human Services Department


0756

lnTelegy Corporation Contract No: 16W3582 315 Tuscany Ct, Danville CA 94506 (831 )925-855-6601 EXHIBIT A: SCOPE OF WORK

in T gy

Customer Service Centers OPERATIONS MANAGEMENT SUPPORT

July 2015-June 2016 Scope of Work

Santa Cruz County Human Services Department

June 24, 2015

0757

inT

Contents

Contract No: 16W3582 EXHIBIT A: SCOPE OF WORK

I. Customer Service Center Enhancements ................................................................................ 3

A. Technology Implementation Support ............................................................................... 3

B. EBSD Operational Reporting ........................................................................................... 5

II. Ongoing Operations Support .................................................................................................. 6

C. Ongoing Operations Support ............................................................................................ 6

D. Operations Projects .......................................................................................................... 6

E. Special Projects ................................................................................................................ 7

F. General Requirements .......................................................................................................... 8

III. Projected Hours and Fees ..................................................................................................... 9

Page 2 of 9

0758

inT gy Contract No: 16W3582 EXHIBIT A: SCOPE OF WORK

lnTelegy proposes to continue in the support of the County of Santa Cruz Human Services Department's Employment and Benefit Services Division (EBSD, heretofore "HSD") Customer Service Center operations and the ongoing operations support required to ensure that this organization is successful through the 2015-2016 year and beyond. lnTelegy's onsite and offsite support will be in the following areas:

I. Customer Service Center Enhancements

A. Technology Implementation Support

The lead consultant will continue to collaborate with the HSD technology team to provide plan development and project management support to the technology implementations planned under the previous contract term, ensuring that all technology tools are optimized and integrated throughout the entire CSC organization. This will include:

a. T2 o In support of the integration ofCalWIN and HSD's T2 Task Tracker Tool:

• Review clerical and Benefits Representatives (BR) workflows, and complete in person process reviews with clerks and BR's to identify and document workflow improvement opportunities through the implementation of HSD 's OpenS pan Automation process improvement software system

• Finalize automation requirement documentation when Internet Explorer version 11 (IE 11) compatible release of Cal WIN is in production

• Schedule review meetings with Information Technology (IT) and EBSD to ensure accurate implementation of automation requirements

o In support of the T2 Overhaul: • Develop a timeline for the integration of kiosk functionality into T2,

implementation of Patient Identifiable Information (PII) driven check-in, implementation of task auto-creation, and the implementation of appointment auto-creation

• Lead definition of PII requirements and related check-in workflows through the Technology Committee or a T2 Overhaul Workgroup

o Ensure the alignment ofHSD's Avaya phone system and T2 utilization codes

b. Participate in A vaya post-implementation configuration and tuning discussions to provide best practice and relevant example input for:

• Avaya • Phase 1

• Call routing • Call-back option

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0759


• Connector (Open Database Connectivity - ODBC) to historical data for reporting

• Call Recording integration 0 7 60 • Integration ofHSD's Workforce Management (WFM) Software

• Subsequent Phase TBD- priorities and timelines dependent on HSD management discretion

• After call survey • Computer-Telephone Integration • Connector (RT_Socket interface) to near real-time date for

reporting • V erint business intelligence software

• Call Recording • Aligned with A vaya Phase 1

o Migration from HSD's Siemens phone system to Avaya o Default reporting

• Subsequent Phase TBD - priorities and timelines dependent on HSD management discretion

o Configuration and alignment with HSD's Rushmore Case Review Software system

o Evaluation and possible implementation of Branch Recording

o Custom reporting • Workforce Management productivity system

• Aligned with A vaya Phase 1 o Migration from Siemens to A vaya o Default reporting

• Subsequent Phase TBD - priorities and timelines dependent on HSD management discretion

o Configuration and alignment with Rushmore o Evaluation and possible implementation of Front-Office

and Back-Office WFM o Custom reporting

c. Technology Committee o Coordinate and lead recurring Technology Committee meetings; set meeting

schedule, produce agendas and minutes. Track Technology Committee Action Items and provide input into a technology and/or EBSD master project plan if/when those project plans are created

• Please note that at this time there is no technology or EBSD master project plan

Page 4 of 9


B. EBSD Operational Reporting 0761

The lead consultant will continue to work with the reporting analyst, P&E (HSD's Planning & Evaluation) unit, and any additional personnel for the development of reporting, and reporting processes to support the Data Driven Management process. This will include:

a. Staff Development o Work with the reporting focused Departmental Analyst to develop tactical and

management reports for direct production or implementation through HSD's MyPortal online reporting system

• Provide direction to develop a plan for providing reporting • Provide report examples and distribution examples • Review reports after production to ensure accuracy of data • Obtain feedback from HSD staff using reports for the development and

improvement of reports provided

b. Key Operational Data o Leverage available data and reports to ensure understanding and greater use of

data and reports through both formal training and on-going discussions with supervisors and managers

o Continue to function as reporting analyst to define reporting requirements and coordinate development of actionable reports that are used by supervisors and staff to influence customer service outcomes

o Continue to develop comprehensive dynamic data views that can be used by supervisors for individual staff coaching

o Work with P&E as requested to support enhancements to HSD's Key Indicator System (KIS )

o Present reports, analysis and data views to EBSD Directors, Managers, Analysts and Supervisors as appropriate

c. Dynamic Data o Collaborate with EBSD, P&E and IT for the acquisition, implementation and

deployment of a data visualization tool such as Tibco Spotfire • Set up product demonstrations by vendors providing data visualization

tool software systems • Represent the business team to support procurement process including

vendor communication. Work with vendor during implementation phase to ensure a successful implementation

PageS~

in T g Y'

II. Ongoing Operations Support

C. Ongoing Operations Support a. Steering Committee

o Coordinate meeting schedule and location o 11anageagenda


0762

o Track action items and their alignment within overall project plan o Provide relevant best practice examples from other counties as well as appropriate

data to committee and its individual members upon request of HSD b. Steering Committee agenda items will include the documentation of

recommendations and findings from the following Operations Projects

D. Operations Projects a. Operations Audit

o Perform a comprehensive audit of the Customer Service Center operation as it relates to communications, human resources, technology, quality, training and reporting

o Document and present findings of audit to EBSD leadership as directed by HSD b. Quality Assurance

o Ensure the alignment of quality review policies and procedures across all review types through participation in appropriate meetings with EBSD and Quality Improvement (QI) staff

o Provide initial and on-going process guidance for the development of quality assurance supervisor calibration policies and procedures for all review types and across both Rushmore and V erint systems

o Ensure quality review data is incorporated into reporting and into standard meeting agendas for review through P&E and Departmental Reporting Analysts

o Review at least 5% of call recordings and provide observations and recommendations to managers and supervisors

c. OpenSpan Integration o Work with EBSD staff to review, revise and develop Clerical and BR workflows

that leverage OpenSpan Automation technology to streamline processes, reduce duplicative data entry and minimize T2-CalWIN alignment issues

d. T2 Additions and Enhancements o Support identification of T2 development opportunities and work with EBSD to

document requirements, timelines, success metrics, and applicable workflow revisions

o Ensure that staff communications and/or training is included in all T2 additions and enhancements planning

e. Staffing 11odel o Update required staffing projections every six months based on actual volumes

and completion times, and provide report to Project 11anager with December and June invoicing periods

Page 6 of 9

in T gy

f. Data Driven Performance Management


0763

o Ensure that data driven performance management is included in discussions with supervisors, managers and departmental analysts to support transfer ofknowledge between InTelegy and EBSD management and supervisors and process and policy standardization

o Generate ad-hoc reports as appropriate for review with supervisors and managers, as requested by HSD

o Work with P&E to access required data and create new report views as required by HSD to support EBSD operations

o Drive Work with EBSD staff on the development of real-time dashboard report which will include real-time phone and lobby queue data, and historical (through prior business day) task data in a single and easily accessed view

g. Operations Support Ramp-up o Support implementation of EBSD's Operations Support role to include direct

collaboration with EBSD's newly hired manager and their departmental analyst to be hired in FY15-16

h. Support Recurring Manager and Supervisor meetings o Attend at least 1 supervisor and manager meeting each month in order to make

observations and recommendations regarding use of standardized meeting agendas, consistent format and flow of information to all offices, and the routine and appropriate use of operational data in support of decision-making and next steps planning

1. Rotating Functional Assignment Plan (RF AP) o Continue to work with departmental analysts and program managers to refine

HSD' s existing RF AP, align and stabilize its use in all offices, centralize control and coordination of the plan, and ultimately align the staffing rotation schedule with WFM projections and requirements

J. Workflow Standardization o Continue to leverage available data and observations to help ensure alignment of

processes across all offices and like functional unit types.

E. Special Projects

Based on needs identified by HSD Executive Oversight, Operations Management staff or Staff Development, an lnTelegy consultant will be available to work on special projects with the HSD EBSD Management team. Specific projects will be determined by mutual written agreement with clearly defined objectives, deliverables, and timelines.

Page 7 of 9

fi

inT gy

F. General Requirements


0764

When adjustments to the tasks within this scope of work are necessary as a result of the dynamic project environment, County and lnTelegy will make changes to the detailed actions within the scope of work per mutual agreement. The County and lnTelegy will document any significant changes to ensure the body of work provided directly supports the project's overall objectives. If however changes to the scope of work become necessary that substantially vary from the overall objectives, an addendum to this scope of work may be required per mutual written agreement of the lnTelegy Project Manager and County Project Manager, and approved by the County Contracts Analyst. Such addendum will be filed with County Contracts Analyst and specifically outline the effective date of changes, and thereby be incorporated into this Scope of Work as part of the contract requirements.

Reporting For reporting purposes, lnTelegy will provide detailed timesheets for applicable project staff to the County's Centralized Contracting Analyst to demonstrate progress towards project completion at each invoicing interval. lnTelegy Project Manager and County Project Manager, along with County Contracts Analyst, will proactively review this reporting to ensure it is sufficient to demonstrate contract performance. This reporting may be used by County Contracts Analyst in summary reporting to the County's Human Services Department Administration or the County Board of Supervisors regarding contract performance.

Payment Schedule lnTelegy shall invoice County monthly. Hours will be billed in arrears of services, and provided to County in Excel format. Total hours billed shall not exceed the total original budget. County and lnTelegy will review hours worked at each invoice interval.

Page 8 of 9

inT gy

Ill. Projected Hours and Fees

Budget Category Detail Consulting and Project Average of 117.5 hours Management consulting, 10 hours project

Management each month for 12 months. Up to 1,530 consulting hours @$210/hour

Special Projects 72 hours total consulting at $210/hour

Total FY 2015-2016


Total $321,300

$15,120

$336,420

Page 9 of 9

li

0765


2015-2016 BUDGET

EXBT B- Budget lnTelegy 16W3582 2015-16.xlsx

2015-2016 budget

$321,300 $15,120 I$ 336,420

7/16/2015

0 -J ,,. 0

Exhibit C: Contract No. 3582


AGENT: INTELEGY CORPORATION

CONFIDENTIALITY AGREEMENT:

0767

INTELEGY CORPORATION, its/her/his employees, contractors, representatives, volunteers and agents (hereinafter referred to as CONTRACTOR), may be involved with work pertaining to services provided by the County of Santa Cruz and, if so, may have access to confidential data and client protected information pertaining to persons and/or entities receiving services from the County. This information includes but is not limited to client name, address, social security number, date of birth, driver's license number, identification number, or any other information that identifies the individual. In addition, CONTRACTOR may also have access to proprietary information supplied by the County of Santa Cruz or by other vendors doing business with the County of Santa Cruz. The County has a legal obligation to protect all such confidential data and client protected information in its possession, especially data and information concerning health, mental health, criminal and public assistance records. The County must ensure that the confidential data and client protected information shall be protected by CONTRACTOR. Consequently, CONTRACTOR agrees to sign this agreement as a condition of its/her/his work for the County.

CONTRACTOR hereby agrees not to divulge to any unauthorized person, company or organization any of the data or information obtained while performing work pursuant to the attached contract with the County of Santa Cruz. CONTRACTOR agrees to forward all requests for the release of any data or client protected information received by it/her/him to the County . Designated Representative.


CONTRACTOR agrees to report to the County Designated Representative any and all violations of this contract by it/her/him and by any other person, company or organization of which it becomes aware. CONTRACTOR agrees to return all confidential materials to the County Designated Representative upon completion of termination of the contract.

It is acknowledge that viol ion of this agreement may subject CONTRACTOR to civil and/or criminal action and that the County of Santa Cruz may seek 1ssi~~

NAME: (t_{JI~ DATE: 7--0 2_-Zt:Jt~ (Signature)

NAME: Vail Dutto

POSITION: CEO, lnTelegy Corporation

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT 0768


~U1J~DEPARTMENT ._;-

By: --~~---!l-1-~-=~~=.~o=-===----- (Signature) -/., 0 /t (Date)

Signature certifies that appropriations/revenues ~le AGREEMENT TYPE (Check One) 0 Expenditure Agreement D Revenue Agreement


1 . Said A reement is between the Coun of Santa Cruz Human Services De artment

d Western Integrated Systems, 3640 Grand Avenue, Ste. #100, Oakland, Ca. 94610

an (Name/Address)

2. The agreement will provide new document processing technology and staff training for KTM Project Phase II.

3. Period of the agreement is from ._IJ_u_,ly'-1-',_2_0_15 _____ _] to [June 30,2016

I 0Fixed 0Monthly Rate 0Annual Rate 0 Not to Exceed

Remarks:

5. Detail: Don Continuing Agreements List for FY [!!]- [!!] PageCC-LJ Contract No:I16W3963 I 0 R 01st Time Agreement D Section II No Board Letter required, will be listed under item 8 [1] Section Ill Board Letter Required 0 Section IV Revenue Agreement User Code

6. Appropriations/Revenues are available and are budgeted in L.:cl3...:..92..c:..1.....c0c..:O _______ _.I<Index) c::.::.::.::...:c__ ______ ....J (Subject)


ss·~-"

ave been ,i Appropriations available (!),==~·=~~··--·encumbered.

Contract No: 16W3963

are not will be By: ---1-

Date:

Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize the Human Services Department Directo to execute on behalf of the County of Santa Cruz Human Services Department

Date: By:


ADM- 29 (4/08) Title 1, Section 300 Proc Man


CO-----Document No. JE Amount

TC110

Auditor Description


agreement was approved by said Board of Supervisors as recommended by the County administrative Office by an order duly entered in the minutes of said Board on 20_

By: Deputy Clerk

Lines H/TL Keyed By Date

$

Amount Index Sub-Object User Code


INDEPENDENT CONTRACTOR AGREEMENT

This Contract is entered into this 1st day of July, 2015, by and between the COUNTY OF SANTA CRUZ, hereinafter called COUNTY, and Western Integrated Systems, hereinafter called CONTRACTOR. The parties agree as follows:

1. DUTIES. CONTRACTOR agrees to exercise special skill to accomplish the following results: Provide imaging software design, implementation, and training services per individualized project plans as needed for the County of Santa Cruz Human Services Department.

a. Detailed project plans will be provided by CONTRACTOR, and approved by COUNTY, prior to provision of services.

b. Project plans will include an estimate of hours for completion of project, with sufficient detail to correlate hours billed to specific project actions and deliverables where indicated.

c. Project plans will be finalized per mutual written agreement of both COUNTY and CONTRACTOR, and approved by Centralized Contracting Analyst.

2. COMPENSATION. In consideration for CONTRACTOR accomplishing said result, COUNTY agrees to pay CONTRACTOR as follows: Payment not to exceed $95,000; at the rate of$150.00 for work performed off-site, and $180.00 per hour for work performed on-site, inclusive of travel; processed for payment upon receipt of invoice in format acceptable to COUNTY, with related timesheet reports in Excel format with sufficient details acceptable to COUNTY Centralized Contracting Analyst, and upon approval of project manager.

3. TERM. The term of this Contract shall be: July 1, 2015 through June 30, 2016.

4. EARLY TERMINATION. Either party hereto may terminate this Contract at any time by giving thirty (30) days written notice to the other party.

5. INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of Section 5 and 6 of this document shall include, without limitation, its officers, agents, employees and volunteers) from and against:

A. Any and all claims, demands, losses, damages, defense costs, other legal costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it at any time for injury to or death of persons, or damage to property which arise out of, pertain to, or relate to CONTRACTOR'S negligence, recklessness, or willful misconduct under the terms of this Agreement. Such indemnification includes any damage to the person(s), or property(ies) of CONTRACTOR and third persons.

B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees

fORM REVISED 9!10 1

0769

6. INSURANCE. CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain, at minimum, compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be considered in excess of CONTRACTOR'S insurance coverage and shall not contribute to it. If CONTRACTOR normally carries insurance in an amount greater than the minimum amount required by the COUNTY for this Contract, that greater amount shall become the minimum required amount of insurance for purposes of this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurances carried by it shall be deemed liability coverage for any and all actions it performs in connection with this Contract. Insurance is to be obtained from insurers reasonably acceptable to the COUNTY.

If CONTRACTOR utilizes one or more subcontractors in the performance of this Contract, CONTRACTOR shall obtain and maintain Contractor's Protective Liability insurance as to each subcontractor or otherwise provide evidence of insurance coverage from each subcontractor equivalent to that required of CONTRACTOR in this Contract, unless CONTRACTOR and COUNTY both initial here

I


( 1) Workers' Compensation Insurance in the minimum statutorily required coverage amounts. This insurance coverage shall be required unless the CONTRACTOR has no employees and certifies to this fact by initialing here ___ _

(2) Automobile Liability Insurance for each of CONTRACTOR'S vehicles used in the performance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR'S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage. This insurance coverage is required unless the CONTRACTOR does not drive a vehicle in conjunction with any part of the performance ofthis Contract and CONTRACTOR and COUNTY both certify to this fact by initialing here __ I __ .

(3) Comprehensive or Commercial General Liability Insurance coverage at least as broad as the most recent ISO Form CG 00 01 with a minimum limit of $1,000,000 per occurrence, and $2,000,000 in the aggregate, including coverage for: (a) products and completed operations, (b) bodily and personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

( 4) Professional Liability Insurance in the minimum amount of$ _____ _ combined single limit, if, and only if, this Subparagraph is initialed by CONTRACTOR and COUNTY

I_


(1) If any insurance coverage required in this Contract is provided on a "Claims Made" rather than "Occurrence" form, CONTRACTOR agrees that the retroactive date thereof shall be no later than the date first written above (in the first paragraph on page 1 ), and that it shall maintain the required coverage for a period of three (3) years after the expiration of this Contract (hereinafter "post Contract coverage") and any extensions thereof. CONTRACTOR may maintain the required post Contract coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post Contract coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Contract. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Contract in order to purchase prior acts or tail coverage for post Contract coverage shall be deemed to be reasonable.

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(2) All policies of Comprehensive or Commercial General Liability Insurance shall be endorsed to cover the County of Santa Cruz, its officials, employees, agents and volunteers as additional insureds with respect to liability arising out of the work or operations and activities performed by or on behalf of CONTRACTOR, including materials, parts or equipment furnished in connection with such work or operations. Endorsements shall be at least as broad as ISO Form CG 20 10 11 85, or both CG 20 10 1 0 01 and CG 20 3 7 1 0 01, covering both ongoing operations and products and completed operations.

(3) All required policies shall be endorsed to contain the following clause: "This insurance shall not be canceled until after thirty (30) days' prior written notice (I 0 days for nonpayment of premium) has been given to:


Should CONTRACTOR fail to obtain such an endorsement to any policy required hereunder, CONTRACTOR shall be responsible to provide at least thirty (30) days' notice (10 days for nonpayment of premium) of cancellation of such policy to the COUNTY as a material term of this Contract.

(4) CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Contract with Certificates of Insurance and endorsements for all required coverages. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR's obligation to provide them. All Certificates of Insurance and endorsements shall be delivered or sent to:


(5) CONTRACTOR hereby grants to COUNTY a waiver of any right of subrogation which any insurer of said CONTRACTOR may acquire against the COUNTY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the COUNTY has received a waiver of subrogation endorsement from the insurer.

7. EQUAL EMPLOYMENT OPPORTUNITY. During and m relation to the performance of this Contract, CONTRACTOR agrees as follows:

A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer-related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause.

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B. If this Contract provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employs fifteen (15) or more employees, the following requirements shall apply:

(1) The CONTRACTOR shall, in all solicitations or advertisements for employ~~s7 2

placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer-related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider Minority/Women/Disabled Owned Business Enterprises in CONTRACTOR'S solicitation of goods and services. Definitions for Minority/Women/Disabled Owned Business Enterprises are available from the COUNTY General Services Purchasing Division.


(3) The CONTRACTOR shall cause the foregoing provisions of subparagraphs 7B(l) and 7B(2) to be inserted in all subcontracts for any work covered under this Contract by a subcontractor compensated more than $50,000 and employing more than fifteen ( 15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

8. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR and COUNTY have reviewed and considered the principal test and secondary factors below and agree that CONTRACTOR is an independent contractor and not an employee of COUNTY. CONTRACTOR is responsible for all insurance (workers' compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR is not entitled to any employee benefits. COUNTY agrees that CONTRACTOR shall have the right to control the manner and means of accomplishing the result contracted for herein.


SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (f) The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; (g) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employeremployee relationship; and G) The COUNTY conducts public business.


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By their signatures on this Contract, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Contract is in fact an independent contractor. 0773



11. RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain records pertinent to this Contract for a period of not less than five (5) years after final payment under this Contract or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-ControllerTreasurer-Tax Collector, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Contract.

12. PRESENTATION OF CLAIMS. Presentation and processing of any or all claims arising out of or related to this Contract shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by this reference is incorporated herein.

13. ATTACHMENTS. Should a conflict arise between the language in the body of this Contract and any attachment to this Contract, the language in the body of this Contract controls. This Contract includes the following attachments:

Exhibit A - Medi-Cal Data Privacy and Security Confidentiality Agreement

14. LIVING WAGE. This Contract is covered under Living Wage provisions if this section is initialed by COUNTY _____ _

If Item # 14 above is initialed by COUNTY, then this Contract is subject to the provisions of Santa Cruz County Code Chapter 2.122, which requires payment of a living wage to covered employees. Non-compliance during the term of the Contract with these Living Wage provisions will be considered a material breach, and may result in termination of the Contract and/or pursuit of other legal or administrative remedies.


15. NON-BINDING UNTIL APPROVED. Regardless of whether this Contract has been signed by all parties, if the total compensation identified in Paragraph 2 of this Contract is greater than $15,000, this Contract is not binding on any party until the Contract has been approved by the Santa Cruz County Board of Supervisors.

16. MISCELLANEOUS. This written Contract, along with any attachments, is the full and complete integration of the parties' agreement forming the basis for this Contract. The parties agree that this written Contract supersedes any previous written or oral agreements between the parties, and any modifications to this Contract must be made in a written document signed by all parties. The unenforceability, invalidity or illegality of any provision(s) of this Contract shall not render the other provisions unenforceable, invalid or illegal. Waiver by any party of any portion of this Contract shall not constitute a waiver of any other portion thereof. Any arbitration, mediation, or litigation arising out of this Contract shall occur only in the County of Santa Cruz, notwithstanding the fact that one of the contracting parties may reside outside of the County of Santa Cruz. This Contract shall be governed by, and interpreted in accordance with, California law.

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SIGNATURE PAGE

Contract No. 3963


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2.

By:

WESTERN INTEGRATED SYSTEMS

SIGNEr;

(/ James Hughes, Owner PRINTED

Company Name: James E Hughes, DBA Western Integrated Systems

Address: 3640 Grand Ave Ste #I 00

Oakland CA 94610

Telephone: ( 415)989-1777

Fax: (415)989-1776

Email:

3. APPROVED AS TO INSURANCE:

DISTRIBUTION: • Human Services Department • Auditor-Controller-Treasurer-Tax Collector • Risk Management

4.

By:

1. /

/

• James E Hughes, DBA Western Integrated Systems

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SIGNED

Cecilia Espinola, Director PRINTED

APPROVED AS TO FORM: ' ~-~

~=)\~fud~~ ~'Of'fi'Ce of the County Counsel

EXHIBIT A Contract No. 3963


AGENT: JAMES E HUGHES DBA WESTERN INTEGRATED

CONFIDENTIALITY AGREEMENT:

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JAMES E HUGHES DBA WESTERN INTEGRATED, its/her/his employees, contractors, representatives, volunteers and agents (hereinafter referred to as CONTRACTOR), may be involved with work pertaining to services provided by the County of Santa Cruz and, if so, may have access to confidential data and client protected information pertaining to persons and/or entities receiving services from the County. This information includes but is not limited to client name, address, social security number, date of birth, driver's license number, identification number, or any other information that identifies the individual. In addition, CONTRACTOR may also have access to proprietary information supplied by the County of Santa Cruz or by other vendors doing business with the County of Santa Cruz. The County has a legal obligation to protect all such confidential data and client protected information in its possession, especially data and information concerning health, mental health, criminal and public assistance records. The County must ensure that the confidential data and client protected information shall be protected by CONTRACTOR. Consequently, CONTRACTOR agrees to sign this agreement as a condition of its/her/his work for the County.

CONTRACTOR hereby agrees not to divulge to any unauthorized person, company or organization any of the data or information obtained while performing work pursuant to the attached contract with the County of Santa Cruz. CONTRACTOR agrees to forward all requests for the release of any data or client protected information received by iUher/him to the County Designated Representative.


CONTRACTOR agrees to report to the County Designated Representative any and all violations of this contract by iUher/him and by any other person, company or organization of which it becomes aware. CONTRACTOR agrees to return all confidential materials to the County Designated Representative upon completion of termination of the contract.

It is acknowledge that violation of this agreement may subject CONTRACTOR to civil and/or criminal action and that the County of Santa Cruz may seek possible legal redress.

NAME:

NAME: James Hughes

POSITION: Owner, James E Hughes dba Western Integrated