COMPLETED BOARD ORDER�"��37
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11798; A 11799
a. Approve and authorize the Director of the Department of Social &
Employment Services, or his designee, to execute two agreements with
CareAccess Silicon Valley, Inc. for a total of $10,080 for the maintenance of
websites to access third-party software, including non-standard Mutual
Indemnification, Warranty and Liability provisions, for the period July 1, 2010
through June 30, 2011; and
b. Authorize the Director of the Department of Social & Employment Services, or
his designee, to sign up to three 3) amendments to these agreements, where the
total amendments do not exceed ten percent 10%) of the original contract
amounts, and do not significantly change the scopes of work.
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, effective July 27, 2010, the Board hereby:
a. Approved and authorized the Director of the Department of Social & Employment Services,
or his designee, to execute two agreements with CareAccess Silicon Valley, Inc. for a total of
$10,080 for the maintenance of websites to access third-party software, including non-
standard Mutual Indemnification, Warranty and Liability provisions, for the period July 1,
2010 to June 30, 2011; and
CareAccess Silicon Valley, Inc. AACTS) A-11798) $5,460
CareAccess Silicon Valley, Inc. Q) A-11799) $4,620
b. Authorized the Director of the Department of Social & Employment Services, or his
designee, to sign up to three 3) amendments to these agreements, where the total
amendments do not exceed 10% of the original contract amounts, and do not significantly
change the scopes of work.
PASSED AND ADOPTED this 27th day of July, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on July 27, 2010.
Dated: July 28, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Deputy
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SIGNED BOARD REPORTX��"��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: July 27, 2010 CONSENT AGENDA NO:
SUBJECT: a. Approve and authorize the Director of the Department of Social &
Employment Services, or his designee, to execute two agreements with
CareAccess Silicon Valley, Inc. for a total of $10,080 for the maintenance of
websites to access third-party software, including non-standard Mutual
Indemnification, Warranty and Liability provisions, for the period July 1,
2010 to June 30, 2011; and
b. Authorize the Director of the Department of Social & Employment
Services, or his designee, to sign up to three 3) amendments to these
agreements, where the total amendments do not exceed 10% of the original
contract amounts, and do not significantly change the scopes of work.
DEPARTMENT: Social & Employment Services
RECOMMENDATION:
It is recommended that the Board of Supervisors:
a. Approve and authorize the Director of the Department of Social & Employment Services, or
his designee, to execute two agreements with CareAccess Silicon Valley, Inc. for a total of
$10,080 for the maintenance of websites to access third-party software, including non-
standard Mutual Indemnification, Warranty and Liability provisions, for the period July 1,
2010 to June 30, 2011; and
b. Authorize the Director of the Department of Social & Employment Services, or his
designee, to sign up to three 3) amendments to these agreements, where the total
amendments do not exceed 10% of the original contract amounts, and do not significantly
change the scopes of work.
SUMMARY/DISCUSSION:
Contractor provides website access services to third party software used by Adult Protective
Services and the Multipurpose Senior Services Program to access the AACTS and Q Continuum
case management programs. In 2004, upon demand of CareAccess, the County modified its
standard unilateral indemnification provision to include mutual indemnity, based on each party's
action or inaction under the agreement.
It is recommended that the proposed contract's non-standard mutual indemnity, limited warranty
and limited contractor's liability language be approved as modified, and as set forth in the exhibits
to these two contracts. It is the Department's position that these modifications to the County's
standard provisions are necessary due to limited alternative resources for these services, the desire
to preserve an ongoing positive relationship with the current provider, and the need for
uninterrupted service. The new agreements contain the modified contractual language, and are
being brought before the Board for approval.
OTHER AGENCY INVOLVEMENT:
County Counsel, the Auditor-Controller and Contracts/Purchasing have reviewed and approved
these contracts, with the exception of the non-standard language which is being submitted for Board
approval.
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SIGNED BOARD REPORTX��"��FINANCING:
Sufficient appropriations and estimated revenues are included in the FY 2010-11 Adopted Budget.
There iro irr$act t3 the County General Fund.
Elliott Robinson, Director prepared by: Ethan H ey, MA II
Department of ocial Services ext: 3425
Date: Date:
cc: County Administration, Auditor, County Counsel
Attachments: Proposed Order; Proposed Agreement on file with Clerk
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AGREEMENT NO. A-11798 - CAREA��6COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVI
NOT TO EXCEED $100,000) rj
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
d
ft
C
i
ounty
an
er
na
political subdivision of the State of California here
Care Access Silicon Valley, Inc.
f
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide website portal access and maintenance for third-party software AACTS).
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 5,460.00
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2010 to
June 30, 2011 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
See List of Exhibits, Page 8 a)
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
PSA $100,000 or Less, Revised 10/09/08 1 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
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AGREEMENT NO. A-11798 - CAREA��6shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless
Agreement.
7. TERMINATION.
set-forth in this
County ninety Care Accss
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least tl 34) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION. CeRtreatef shall
ai~si}~g-axx-$~;~-a~-eo~~�stie~ uLi~l~,-per~e~~~se-eft-~grP~Pnt h,T~xr-a.ctoranci,le~.its~g~ts,-e~ple3'eeS
o~~ub-cc~~~tracter-s~-e~sept~g-c.~l3~-loss~~Ju~-ar-daaxiage--caused.b3~ die-.uegl;gexu~.e~.~,cillfizlxniseonduct_of
peel.le3~ed-b3L.tl~e-~.oiu~t~Z~_It-~ tlie-inteu~af.the.~aai.-tie~xa~hisAgxeern,ent_xa~arnui.de_thebxoatlest
pes-&il31e-ee erage-far-the-E 1 o t aote stall-r i sa forall-co tom; attQrngys'-
exp=ses a n- li i ies-i sxffed-*i l}+espoe 4 & a-Ry-44tigat ieIa-th C, o 44; a 4,: is-0hl to}n~;
defeird-and-hold-harmless-the'E-otirrtytnrder is reement.
9. INSURANCE.
See Exhibit K 7)
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the Contractor upon
request shall provide a certified copy of the policy or policies.
PSA $100, 000 or Less, Revised 10/09/08
2 of 8
Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
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AGREEMENT NO. A-11798 - CAREA��6This verification of coverage shall be sent to the County's Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and the County has approved
such insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County and issued and
executed by an admitted insurer authorized to transact Insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
PSA $100,000 or Less, Revised 10/09/08 3 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Each policy shall provide coverage for Contractor and additional insureds with respect to claims arising
from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate
of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the
above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its officers, agents, and employees as Additional Insureds with respect to liability
arisinz out of the CONTRACTOR'S work, including going, and completed operations, and shall further
provide that such insurance is primary insurance to any insurance or self-insurance maintained by the
County and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the CONTRACTOR'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710
01 2000). The required endorsement form for Automobile Additional Insured endorsement is ISO Form
CA 20480299.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contracts/Purchasing Division, showing that the
CONTRACTOR has in effect the insurance required by this Agreement. The CONTRACTOR shall file a
new or amended certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file. Acceptance or approval
of insurance shall in no way modify or change the indemnification clause in this Agreement, which shall
continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administrator and County's Contracts/Purchasing Division. If the certificate is not
received by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five
calendar days to send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles County, at its
sole discretion, to terminate this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of records and
other information. CONTRACTOR shall not disclose any confidential records or other confidential
information received from the County or prepared in connection with the performance of this Agreement,
unless County specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to County any and all requests for disclosure of any such
confidential records or information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out
CONTRACTOR's obligations under this Agreement.
PSA $100,000 or Less, Revised 10/09/08 4 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��610.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform services
under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three
years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit
exception, or other action relating to this Agreement is pending at the end of the three year period, then
CONTRACTOR shall retain said records until such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to
services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement
involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject,
at the request of the County or as part of any audit of the County, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of three years
after final payment under the Agreement.
14 05--R nlti~~~ndgn er~t e s,--~,aunLy- sl l_ha~ze a rayalt fr~eT ex~lusi and_ir euorable ee~se-do-
repfodu fub ish,-ard-Usg,aind tl~ai e-ethexs to so,allnisi inal computesprQgratns,- aound
rmorchngs,-ptctorra~repred>mss;-d ewingS-1-ai et verlfs-ef s ila~aatur~ x~d~aced in~herause of
ar-ua4@T-t s-Ag G9 TRA.GTORshall t-g sly any-s l~.l at thaut-the rinr_-watteu
apprea~si=~',oa
County Cure A&cess
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
PSA $100,000 or Less, Revised 10/09/08 5 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
Ethan Hurley, MA II
Name and Title
713 La Guardia Street, Suite A
Salinas, CA 93905
Address
831) 755-3425 fax: 831) 783-7021
FOR CONTRACTOR:
Manuel Altamirano, Chief Operating Officer
2115 The Alameda
San Jose, CA 95126
Name and Title
Address
408) 350-3295 fax: 408) 249-8918
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.06 Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
PSA $100,000 or Less, Revised 10/09/08 6 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��615.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
PSA $100,000 or Less, Revised 10/09/08 7 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
By:
Date:
By:
Date:
COUNTY OF MONTEREY
Contracts/Purchasing Officer
Department Head if applicable)
Approved as to Form1
By:
Date:
County Counsel
Approved as to Fiscal' ro isio`\
By: I. Vv
Auditor` ntroller
Date:
Approved as to Liability Provisions3
By:
Risk Management
Date:
CONTRACTOR
Care Access Silicon Valley, Inc.
Contractor's Business Name*
By:
Name and Title
Date:
By:
Date:
Signature of Secretjy, Asst. Secretary, CFO,
Treasurer or Asst. Treasurer)*
U M(310~CFO
ame and Title
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full legal name of
the corporation shall be set forth above together with the signatures of two specified officers. If CONTRACTOR is a partnership, the
name of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement
on behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
Approval by County Counsel is required only if changes are made to the standard provisions of the PSA
AApproval by Auditor/Controller is required
3Approval by Risk Management is required only if changes are made in paragraph 8 or 9
PSA $100,000 or Less, Revised 10/09/08 8 of 8 Project ID: Care Access AACTS), $5,460
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 6List of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
Exhibit 0
Scope of Services
DSES Additional Provisions
Background/Definitions
Third Party Software Selection
Identified AACTS End Users
Payment Provisions /Budget
Monthly Claim Form
Identified Subcontractors
Service Level Agreement
Intellectual Property
Warranties
Elder Abuse Certification
HIPAA Agreement
Privacy Policy Statement
Notification of Changes Form
Care Access Silicon Valley, Inc. AACTS)
July 1, 2010 June 30, 2011
8 a)
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��
6SCOPE OF SERVICES
AACTS
CAREACCESS, SILICON VALLEY, INC.
July 1, 2010 to June 30, 2011
1. CONTRACTOR INFORMATION
Contractor Name:
CareAccess Silicon Valley, Inc.
2115 The Alameda
San Jose, California 95126
EXHIBIT A
Contractor Contact Manager: Manuel Altamirano, Chief Operating Officer
CareAccess
408) 350-3295 telephone)
408) 590-2939 cell)
408) 249-8918 fax)
maltamirano(cascccoa.org
Primary County Contact: Ethan Hurley, MA II
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite A
Salinas, CA 93905
831) 755-3425 telephone)
831) 783-7021 fax)
hurleye(c~co.monterey.ca.us
County Software Contact: Bob Huss, Senior DISC
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite H-8
Salinas, CA 93905
831) 783-7026 telephone)
hussrna,co.montere,
Term of Agreement: July 1, 2010 to June 30, 2011
II. SERVICES TO BE PROVIDED:
The CONTRACTOR shall provide access to the CareAccess Portal 24 hours a day for up to 13
COUNTY users for the contract period July 1, 2010 to June 30, 2011.
CONTRACTOR Services: CONTRACTOR shall implement the Third Party Software identified
in Exhibit D of this Agreement. CONTRACTOR shall provide Services to COUNTY pursuant
to Exhibit A of this Agreement.
AACTS-CareAccess
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��
6Assurances: Each party hereby represents and warrants that all representations, warranties,
recitals, statements and information provided to each other under this Agreement are true,
correct, and accurate to the best of their knowledge.
Scope: In the event of any conflict between the terms of this Agreement and the terms of any
Third Party Software Agreement accessed through the CareAccess VPP, the terms of this
Agreement shall govern.
Entire Agreement: The Third Party software Agreement, together with any schedules,
appendices, and other attachment thereto or other agreements including this Agreement) which
are specifically incorporated therein as part of the Third Party software shall constitute the entire
agreement between COUNTY and CONTRACTOR with respect to the matters referred to
therein and shall supersede all proposals, oral and written, and all other communications between
the parties in relation to the subject matter of such Third Party software Schedule identified in
Exhibit D which have not otherwise been incorporated in writing as a part of such Third Party
software identified in Exhibit D. In all applications, though, in the event of any conflict between
this Agreement and any provision of a Third Party Agreement, the provision of this Agreement
shall control.
Personnel: The personnel assigned to perform Services shall be determined by Third Party
Vendor and CONTRACTOR. COUNTY hereby acknowledges and agrees that CONTRACTOR
may engage independent contractors, as identified in Exhibit H, to perform the Services on
behalf of CONTRACTOR.
Access to COUNTY Data: COUNTY hereby authorizes CONTRACTOR to access the
COUNTY'S materials and information data for purpose of performing this Agreement.
COUNTY shall allow one CONTRACTOR administration profile to exist on county database for
the purpose of technical support. Such access shall be subject to the confidentiality provisions
hereunder and independent contractors shall sign confidentiality agreements.
COUNTY Cooperation: COUNTY hereby acknowledges that successful performance by
CONTRACTOR of the Services shall require COUNTY to cooperate with CONTRACTOR in
good faith and to provide information as may be requested by CONTRACTOR from time to
time. COUNTY hereby agrees to provide such good faith cooperation and information.
Schedule: The Support Services shall be offered Monday through Friday, from 8:00 am to 5:00
pm, excluding Christmas Day, Thanksgiving Day, and New Years Day).
Facilities: The Services shall be performed at the facilities of SBC Communications, located in
Irvine, California, unless otherwise reasonably required.
Data Storage: Attachments H and I provide the specifications for the site location of
CONTRACTOR'S servers and databases. Data will be stored a minimum of 5 years.
Backup and Usage Information: CONTRACTOR shall backup the Third Party software using
commercially reasonable backup procedures as described in Attachment C. CONTRACTOR
shall manage the recordation of monthly reports detailing:
AACTS-CareAccess 2
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��
6i) All information reflecting access and usage of the Third Party software including, but not
limited to, audited and unaudited visits; and
ii) All available information about users of the Third Party software shall maintain strict
confidentiality and adhere to all privacy and data protection laws applicable to the
gathering, processing, storing, and transmitting of such information.
Back up data will be stored by the following method(s): Two electronic/computer generated
copies stored in separate locations, using application language capable of data recovery.
i) Data can be accessed by the following method: via the CareAccess FTP site for
downloads on a monthly basis, or other scheduled periods.
ii) Back up data will be stored both on-site and off-site at the location identified in
Attachment H. Data will be backed up at the end of each business day.
Security Certificate: CONTRACTOR'S Services shall include issuance to COUNTY of a
Secure Sockets Layer SSL) certificate or other equivalent security certificate to enable secure
and encrypted communications between Users and the Third Party software. CONTRACTOR
hereby acknowledges that all such security certificates are provided by third party certificate
authorities.
Passwords: COUNTY hereby acknowledges and agrees that access to certain areas of Third
Party software as determined by CONTRACTOR) shall be subject to use of a Password
mutually agreeable to COUNTY and CONTRACTOR. COUNTY acknowledges that
CONTRACTOR shall not provide full or administrative access to the Third Party software or the
hosting equipment. Access to the Third Party software shall be determined in the exclusive
discretion of CONTRACTOR. Modification of COUNTY Password shall be subject to approval
of CONTRACTOR. In the event COUNTY is enabled to issue passwords to Users User
Passwords") for accessing the Third Party software, CONTRACTOR shall have the right to
access such User Passwords and COUNTY shall cooperate with CONTRACTOR in providing
information to CONTRACTOR in connection with such User Passwords for purposes of
operating and maintaining the Third Party software. CONTRACTOR shall maintain all
password information in strict confidence. COUNTY hereby accepts responsibility for, and shall
be liable for, all access to the Third Party software in connection with User and COUNTY
Passwords. COUNTY shall be responsible for the confidentiality of the COUNTY Password.
COUNTY shall be responsible for maintenance of COUNTY Passwords.
Access to Third Party Software: COUNTY hereby acknowledges and agrees that access to the
Third Party Software may be affected by local market telecommunication network activity,
capacity and compatibility with third party communication equipment, Internet access software
and browser. CONTRACTOR hereby disclaims and COUNTY hereby waives any and all
CONTRACTOR responsibility for any Defect or service interruption in connection with local
market telecommunication network activity, capacity and compatibility with third party
communication equipment, Internet access software and browsers outside of CONTRACTOR'S
control.
Privacy Policy Statement: CONTRACTOR shall comply with the Policy Statement, attached
hereto as Exhibit N.
AACTS-CareAccess 3
July 1, 2010 to June 30, 201 1
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��
6Exclusivity: COUNTY hereby acknowledges and agrees that CONTRACTOR shall be the
exclusive provider of VPP access hosting for the Third Party Software. The Third Party
Software shall be accessed exclusively by COUNTY for purposes of performing this Agreement.
In no event shall COUNTY use third parties or permit third parties to access the Third Party
Software for purposes of performing any services concerning the Third Party Software including
without limitation) third party Internet service providers, web designers, solution providers, or
third-party advertising management services in connection with the Third Party Software
vendors.
Contact Person: CONTRACTOR and COUNTY shall each designate a principal contact person
who shall act as a liaison between CONTRACTOR and COUNTY and who shall have sufficient
authority to grant or communicate the granting of all necessary approvals.
Current Technology: CONTRACTOR represents and warrants that during the Term of this
Agreement, and any renewals thereof, CONTRACTOR shall continually use and integrate the
most current and up to date technology utilized by other users of the same version of the Third
Party Software into the Third Party Software, provided it does not limit COUNTY's access to
this technology.
Telephone Support: CONTRACTOR shall make available reasonable telephone support to
COUNTY'S personnel to assist them in utilizing the CONTRACTOR'S VPP and third Party
Licensed Software during the hours of 8:00 a.m. to 5:00 p.m. USA Pacific Time on weekdays
exclusive of holidays).
Development Support: From time to time, COUNTY may request additional enhancements
which are not included in the current public release version of the Licensed Software.
CONTRACTOR will coordinate its best efforts to include such enhancements under a separate
Statement of Work to be developed and agreed between the portal members.
Termination Without Cause: Either party may terminate this Agreement by providing ninety
90) days advance written notice of termination to the other party.
Cancellation With Cure: If either party violates its obligations under this Agreement or a
Service, the other party may cancel the Agreement or such Service because of breach by sending
written notice of cancellation to the other party describing the noncompliance to the non-
complying party. Upon receiving such cancellation notice, the non-complying party shall have
thirty 30) days from the date of such notice to cure any such noncompliance. If such
noncompliance is not cured within the required thirty-day period, the party providing
cancellation notice shall have the right to cancel this Agreement or the Service Order as of the
thirty-first day after the date of such cancellation notice as specified in such cancellation notice.
Termination of Contract: Upon termination of the Agreement, COUNTY shall have thirty 30)
days to transfer data to another location.
Nonpayment: Notwithstanding previous section, Cancellation with Cure," COUNTY's failure
to pay an invoice when due shall be sufficient cause for cancellation of this Agreement and any
Service by CONTRACTOR as provided hereunder. CONTRACTOR shall exercise such right of
cancellation by submitting Nonpayment Notice to COUNTY. Upon receipt of Nonpayment
Notice, COUNTY shall have thirty 30) days to cure the nonpayment. If COUNTY fails to cure
AACTS-CareAccess 4
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6the nonpayment within the required thirty-day period, CONTRACTOR shall have the right to
cancel the Agreement and any and all Service as of the thirty-first day after the date of the
Nonpayment Notice.
Effect of Termination: Termination or cancellation of this Agreement shall terminate or cancel
as the case may be) this Agreement and each Service Order. Termination or cancellation of a
Service shall terminate or cancel as the case may be) such Service only.
Removal: COUNTY hereby acknowledges and agrees that CONTRACTOR shall have the right
to remove so long as such component is promptly replaced with a component of comparable
quality and functionality) or modify a particular component or service, including without
limitation) the Tools, for any reason, including without limitation) in the event use of such
components is challenged or opposed by a third-party.
Access upon Termination: Upon termination or cancellation of this Agreement by
CONTRACTOR, COUNTY shall immediately cease and desist any and all access to and attempt
to access the Third Party Software, unless COUNTY enters into new and separate Agreements
with the Third Party providers.
Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each
party shall pay its own costs and expenses of litigation or arbitration.
AACTS-CareAccess 5
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
MONTEREY COUNTY
DEPARTMENT OF SOCIAL & EMPLOYMENT SERVICES
ADDITIONAL PROVISIONS
1. PAYMENT BY COUNTY:
1.01 Monthly claims by CONTRACTOR: Not later than the tenth 10th) day of each
month, CONTRACTOR shall submit to COUNTY a signed invoice, setting forth the
amount claimed. The invoice shall be submitted in the form set forth in Exhibit G.
1.02 Allowable Costs: Allowable costs shall be the CONTRACTOR's actual costs of
developing, supervising and delivering the services under this Agreement, as set forth
in the budget, attached hereto as Exhibit F. Only the costs listed in Exhibit F as
contract expenses may be claimed as allowable costs. Any dispute over whether costs
are allowable shall be resolved in accordance with the provisions of 45 Code of Federal
Regulations, Part 74, Sub-Part F and 48 Code of Federal Regulations CFR), Chapter 1,
Part 31.
1.03 Cost Control: CONTRACTOR shall not exceed by more than twenty 20)
percent any contract expense line item amount in the budget without the approval of
COUNTY, given by and through the Contract Administrator or Contract
Administrator's designee. CONTRACTOR shall submit an amended budget with its
request for such approval. Such approval shall not permit CONTRACTOR to receive
more than the maximum total amount payable under this contract. Therefore, an
increase in one line item will require corresponding decreases in other line items.
1.04 Payment in Full:
a) If COUNTY certifies and pays the amount requested by CONTRACTOR, such
payment shall be deemed payment in full for the month in question and may not
thereafter be reviewed or modified, except to permit COUNTY's recovery of
overpayments.
b) If COUNTY certifies and pays a lesser amount than the amount requested,
COUNTY shall, immediately upon certification of the lesser amount, notify
CONTRACTOR in writing of such certification. If CONTRACTOR does not protest
the lesser amount by delivering to COUNTY a written notice of protest within twenty
20) days after CONTRACTOR's receipt of the certification, then payment of the lesser
amount shall be deemed payment in full for the month in question and may not
thereafter be questioned by CONTRACTOR.
1.05 Disputed payment amount: If COUNTY pays a lesser amount than the amount
requested, and if CONTRACTOR submits a written notice of protest to COUNTY
within twenty 20) days after CONTRACTOR's receipt of the certification, then the
Exhibit B, Additional Provisions
Page 1 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
parties shall promptly meet to review the dispute and resolve it on a mutually
acceptable basis. No court action may be taken on such dispute until the parties have
met and attempted to resolve the dispute in person.
II. PERFORMANCE STANDARDS & COMPLIANCE
2.01 Outcome objectives and performance standards: CONTRACTOR shall for the
entire term of this Agreement provide the service outcomes set forth in Exhibits A & I.
CONTRACTOR shall meet the contracted level of service and the specified
performance standards described in Exhibits A & I, unless prevented from doing so by
circumstances beyond CONTRACTOR's control, including but not limited to, natural
disasters, fire, theft, and shortages of necessary supplies or materials due to labor
disputes.
2.02 County monitoring of services: COUNTY shall monitor services provided under
this Agreement in order to evaluate the effectiveness and quality of services provided.
2.03 Notice of defective performance: COUNTY shall notify CONTRACTOR in
writing within thirty 30) days after discovering any defects in CONTRACTOR's
performance. CONTRACTOR shall promptly take action to correct the problem and to
prevent its recurrence. Such corrective action shall be completed and a written report
made to the COUNTY concerning such action not later than thirty 30) days after the
date of the COUNTY's written notice to CONTRACTOR.
2.04 Termination for cause: Notwithstanding Section 7.02 of the Agreement, if the
corrective actions required above are not completed and the report to the COUNTY not
made within thirty 30) days, the COUNTY may terminate this Agreement by giving
five 5) days' written notice to CONTRACTOR.
2.05 Remedies for Inadequate Service Levels:
a) For each month that service falls below 80% of the contracted level,
CONTRACTOR shall submit to the COUNTY an analysis of the causes of the
problem and any necessary actions to be taken to correct the problem. If the
problem continues for another month, the COUNTY shall meet with
CONTRACTOR to explore the problem and develop an appropriate written
corrective action plan with appropriate time frames.
b) If CONTRACTOR does not carry out the required corrective action within the
time frame specified, sanctions shall be applied in accordance with funding
source regulations.
c) Notwithstanding Section 7.02 of the Agreement, if, after the COUNTY
notifies CONTRACTOR of any sanctions to be imposed, CONTRACTOR
continues in its failure to take corrective action, then COUNTY may terminate
this contract by giving CONTRACTOR five 5) days' written notice.
Exhibit B, Additional Provisions
Page 2 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
d) If all appropriate corrective actions are taken but service still falls 80% or
more below contracted level, COUNTY and CONTRACTOR may renegotiate
the contracted level of service.
2.06 Training for Staff: CONTRACTOR shall insure that sufficient training is
provided to its volunteer and paid staff, to enable them to perform effectively on the
project and to increase their existing level of skills. CONTRACTOR's staff shall be
required to attend all training sessions as identified by the COUNTY, including
Division 21 Civil Rights training. CONTRACTOR may be excused from attendance
only by prior written consent of the Department of Social and Employment Services.
2.07 Bi-lingual Services: CONTRACTOR shall ensure that qualified staff is available
to accommodate non-English speaking, and limited English proficient, individuals.
2.08 Assurance of drug free-workplace: CONTRACTOR shall submit to the
COUNTY evidence of compliance with the California Drug-Free Workplace Act of
1990, Government Code sections 8350 et seq., by doing the following:
Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance is prohibited in
the person's or organization's workplace and specifying the actions that will be taken
against employees for violations of the prohibition;
Establishing a drug-free awareness program to inform employees about all
of the following:
1) the dangers of drug abuse in the workplace;
2) the organization's policy of maintaining a drug-free workplace;
3) any available drug counseling, rehabilitation, and employee
assistance programs;
4) the penalties that may be imposed upon employees for drug abuse
violations;
5) requiring that each employee engaged in the performance of the
contract or grant be given a copy of the company's drug-free
policy statement and that, as a condition of employment on the
contract or grant, the employee agrees to abide by the terms of the
statement.
III. AUDIT & RECOVERY OF OVERPAYMENTS
3.01 CPA Audit on Termination:
3.01.01 Audit Requirement
At the request of COUNTY, CONTRACTOR shall give to COUNTY an audit or audit
reports covering the contract period, prepared by an independent Certified Public
Accountant. The audit requirement is for the purpose of determining whether the
reported costs are fair and reasonable and have been computed in accordance with
Exhibit B, Additional Provisions
Page 3 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
generally accepted accounting principles, with the provisions of this Agreement, and
with all applicable COUNTY requirements. Such audit shall be performed in
accordance with the Standards for Audit of Governmental Organizations, Programs,
Activities, and Functions" as published by the Comptroller General of the United
States, and in accordance with generally accepted auditing standards.
3.01.02 Audit Submission /Fiscal Year-end
CONTRACTOR shall provide COUNTY with the audit, or audit report, required herein
no later than 120 days after the close of CONTRACTOR's Fiscal Year. If
CONTRACTOR's fiscal records adhere to a Fiscal Year different from COUNTY's,
then CONTRACTOR's audit will include a schedule(s) coinciding with COUNTY's
Fiscal Year July-June), or CONTRACTOR may submit a program specific audit
coinciding with COUNTY's Fiscal Year July-June).
In the case where providing the required audit within the specified time period
represents an unreasonable hardship, CONTRACTOR shall alert COUNTY and request
an extension. Additional documentation may be requested by COUNTY in order to
grant the extension. The submittal of the audit will continue to be required and due no
later than six 6) months after the close of CONTRACTOR's fiscal year-end.
3.01.03 Audit Format
CONTRACTOR may submit to COUNTY one of the following in satisfaction of this
Audit requirement:
1) An annual independent audit and Management Letter conducted in accordance
with Generally Accepted Auditing Standards GAAS) and Government Auditing
Standards yellow book audit) issued by the Comptroller General of the United
States. The audit should include as a footnote or supplemental schedule expenses of
the grant program.
OR-
2) If CONTRACTOR is not required to have an annual independent audit
conducted in accordance with both Generally Accepted Auditing Standards
GAAS) and Government Auditing Standards yellow book audit) issued by the
Comptroller General of the United States, other than to comply with COUNTY's
request, then an annual independent audit and Management Letter, conducted only
in accordance with Generally Accepted Auditing Standards GAAS) may be
submitted as long as the audit includes this grant/program as part of the testing.
The audit must include a footnote or supplemental schedule expenses of the grant
program.
COUNTY reserves the right to require a program specific audit at COUNTY's
discretion.
Exhibit B, Additional Provisions
Page 4 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
3.01.04 Payment for Audit
CONTRACTOR shall bear all costs in connection with, or resulting from, any audit
and/or inspections including, but not limited to, actual cost incurred and the
payment/repayment of any expenditures disallowed by COUNTY, State or Federal
government entities, including any assessed interest and penalties.
If CONTRACTOR is exempt from federal audit procedures under OMB Circular 133,
then payment for this audit shall be made by CONTRACTOR with resources other than
grant funds, or those used for matching purposes. If CONTRACTOR is not exempt
from federal audit procedures under OMB Circular 133, the cost of audits made in
accordance with the provisions of this part are allowable charges to Federal awards.
The charges may be considered a direct cost or an allocated indirect cost, as determined
in accordance with the provisions of applicable OMB cost principles circulars, the
Federal Acquisition Regulation FAR) 48 CFR parts 30 and 31), or other applicable
cost principles or regulations.
3.02 Contractor Records
Funds provided by COUNTY shall be accounted for separately in CONTRACTOR's
books and records. CONTRACTOR shall keep a systematic accounting record of the
receipt and disbursement of COUNTY funds. CONTRACTOR shall permit COUNTY
to audit, examine and to copy excerpts and transcripts from such records and to conduct
audits or reviews of all records including, but not limited to, invoices, materials,
personnel records, bank account records, business records, billing statements, payroll
records, business expense records, and any and all other data related to matters covered
by this Agreement. CONTRACTOR shall maintain such data and records in an
accessible location and condition for a period of at least four 4) years from the close of
this Agreement term, or until after the conclusion of any audit, whichever occurs last.
The State of California and/or any Federal agency providing funds for this Agreement
shall have the same rights conferred upon COUNTY herein. CONTRACTOR shall
keep records that are sufficient to permit the tracing of funds to a level of expenditure
adequate to ensure that the funds have not been unlawfully spent. CONTRACTOR's
records shall describe and support the use of funds for the agreed upon project or
services outlined in this Agreement.
3.03 Recovery of Overpayments: If any audit shows that COUNTY has paid to
CONTRACTOR any amount in excess of properly allowable costs, then
CONTRACTOR shall reimburse COUNTY for that amount, either by a cash payment
made within thirty 30) days after COUNTY notifies CONTRACTOR of the
overpayment, or by an offset made by COUNTY against any payments owed by
COUNTY to CONTRACTOR under this or any other contract.
IV. CONFIDENTIALITY
CONTRACTOR and its officers, employees, agents, and subcontractors shall comply
with Welfare and Institutions W & I) Code Sec. 10850, 45 CFR Sec. 205.50, and all
other applicable provisions of law which provide for the confidentiality of records and
Exhibit B. Additional Provisions
Page 5 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
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OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
prohibit their being opened for examination for any purpose not directly connected with
the administration of public social services. Whether or not covered by W&I Code Sec.
10850 or by 45 CFR Sec. 205.50, confidential medical or personnel records and the
identities of clients and complainants shall not be disclosed unless there is proper
consent to such disclosure or a court order requiring disclosure. Confidential
information gained by CONTRACTOR from access to any such records, and from
contact with its clients and complainants, shall be used by CONTRACTOR only in
connection with its conduct of the program under this Agreement. The COUNTY,
through the Director of the Department of Social and Employment Services, and his/her
representatives, shall have access to such confidential information and records to the
extent allowed by law, and such information and records in the hands of the COUNTY
shall remain confidential and may be disclosed only as permitted by law.
V. NON-DISCRIMINATION
CONTRACTOR certifies that to the best of its ability and knowledge it will comply
with the nondiscrimination program requirements set forth in this Section.
5.01 Discrimination Defined: The term discrimination" as used in this contract, is
the same term that is used in Monterey County Code, Chapter 2.80 Procedures for
Investigation and Resolution of Discrimination Complaints"; it means the illegal denial
of equal employment opportunity, harassment including sexual harassment and violent
harassment), disparate treatment, favoritism, subjection to unfair or unequal working
conditions, and/or other discriminatory practice by any Monterey County official,
employee or agent, due to an individual's race, color, ethnic group, national origin,
ancestry, religious creed, sex, sexual orientation, age, veteran's status, cancer-related
medical condition, physical handicap including AIDS) or disability. The term also
includes any act of retaliation.
5.02 Application of Monterey COUNTY Code Chapter 2.80: The provisions of
Monterey COUNTY Code Chapter 2.80 apply to activities conducted pursuant to this
Agreement. Complaints of discrimination made by CONTRACTOR against the
COUNTY, or by recipients of services against CONTRACTOR, may be pursued using
the procedures established by Chapter 2.80. CONTRACTOR shall establish and follow
its own written procedures for the prompt and fair resolution of discrimination
complaints made against CONTRACTOR by its own employees and agents, and shall
provide a copy of such procedures to COUNTY on demand by COUNTY.
5.03 Compliance with laws: During the performance of this Agreement,
CONTRACTOR shall comply with all applicable federal, state and local laws and
regulations which prohibit discrimination, including but not limited to the following:
California Fair Employment and Housing Act, California Government
Code Sec. 12900 et seq., see especially Section 12940 c), h), 1), i), and j);
and the administrative regulations issued thereunder, 2 Calif. Code of
Exhibit B, Additional Provisions
Page 6 of 10
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
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LI21329-U03
FO21330-U03
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AS89584-U03
AI93410-U03
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RIVASR-U04
15316-U05
6-U06
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&-U07
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DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
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$10,080-U012
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WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
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AUTHORIZE-U012
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SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
Regulations Sees. 7285.0 et seq. Division 4 Fair Employment and Housing
Commission);
California Government Code Secs. 11135 11139.5, as amended Title 2,
Div. 3, Part 1, Chap. 1, Art. 9.5) and any applicable administrative rules and
regulations issued under these sections; including Title 22 California Code of
Regulations 98000-98413.
Federal Civil Rights Acts of 1964 and 1991 see especially Title VI, 42 USC
Sees. 2000d et seq.), as amended, and all administrative rules and regulations
issued thereunder see especially 45 CFR Part 80);
The Rehabilitation Act of 1973, Sees. 503 and 504 29 USC Sec. 793 and
794), as amended; all requirements imposed by the applicable HHS
regulations 45 CFR Parts 80, 84 and 91); and all guidelines and
interpretations issued pursuant thereto;
7 Code of Federal Regulations CFR), Part 15 and 28 CFR Part 42;
Title II of the Americans with Disabilities Act of 1990 P.L. 101-336), 42
U.S.C. Sees. 12101 et seq. and 47 U.S.C. Sees. 225 and 611, and any federal
regulations issued pursuant thereto see 24 CFR Chapter 1; 28 CFR Parts 35
and 36; 29 CFR Parts 1602, 1627, and 1630; and 36 CFR Part 1191);
Unruh Civil Rights Act, Calif. Civil Code Sec. 51 et seq., as amended;
Monterey COUNTY Code, Chap. 2.80.;
Age Discrimination in Employment Act 1975, as amended ADEA), 29
U.S.C. Sees 621 et seq.;
Equal Pay Act of 1963, 29 U.S.C. Sec. 206(d);
California Equal Pay Act, Labor Code Sec.1197.5.
California Government Code Section 4450;
The Dymally-Alatorre Bilingual Services Act; Calif. Government Code
Sec. 7290 et seq.
The Food Stamp Act of 1977, as amended and in particular Section 272.6.
California Code of Regulations, Title 24, Section 3105A(e)
Removal of Barriers to Inter-Ethnic Adoption Act of 1996, Section 1808
Exhibit B, Additional Provisions
Page 7 of 10
BIB]
40388-U01
AGREEMENT-U02
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A-11798-U02
U02
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SILICON-U02
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SOFTWARE,-U012
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&-U012
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SERVICES,-U012
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HIS-U012
DESIGNEE,-U012
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SIGN-U012
UP-U012
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THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
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ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
5.04 Written assurances: Upon request by COUNTY, CONTRACTOR will give
any written assurances of compliance with the Civil Rights Acts of 1964 and 1991, the
Rehabilitation Act of 1973 and/or the Americans with Disabilities Act of 1990, as may
be required by the federal government in connection with this Agreement, pursuant to
45 CFR Sec. 80.4 or 45 CFR Sec. 84.5, and 91; 7 CFR Part 15; and 28 CFR Part 35, or
other applicable State or federal regulation.
5.05 Written non-discrimination policy: Contractor shall maintain a written
statement of its non-discrimination policies which shall be consistent with the terms of
this Agreement. Such statement shall be available to employees, recipients of services,
and members of the public, upon request.
5.06 Grievance Information: CONTRACTOR shall advise applicants who are
denied CONTRACTOR's services, and recipients who do receive services, of their
right to present grievances, and of their right to a State hearing concerning services
received under this Agreement.
5.07 Notice to Labor Unions: CONTRACTOR shall give written notice of its
obligations under paragraphs 5.01 5.08 to labor organizations with which it has a
collective bargaining or other agreement.
5.08 Access to records by government agencies: CONTRACTOR shall permit
access by COUNTY and by representatives of the State Department of Fair
Employment and Housing, and any state agency providing funds for this Agreement,
upon reasonable notice at any time during normal business hours, but in no case less
than 24 hours' notice, to such of its books, records, accounts, facilities, and other
sources of information as the inspecting party may deem appropriate to ascertain
compliance with these non-discrimination provisions.
5.09 Binding on Subcontractors: The provisions of paragraphs 5.01 5.08 shall also
apply to all of CONTRACTOR's subcontractors. CONTRACTOR shall include the
non-discrimination and compliance provisions of these paragraphs in all subcontracts to
perform work or provide services under this Agreement.
VI. CONTRACT ADMINISTRATORS
6.01 Contract Administrator CONTRACTOR: CONTRACTOR hereby
designates Manuel Altamirano as its Contract Administrator for this Agreement. All
matters concerning this Agreement which are within the responsibility of
CONTRACTOR shall be under the direction of, or shall be submitted to, the
CONTRACTOR's Contract Administrator. CONTRACTOR may, in its sole discretion,
change its designation of the Contract Administrator, and shall promptly give written
notice to COUNTY of any such change.
Exhibit B, Additional Provisions
Page 8 of 10
BIB]
40388-U01
AGREEMENT-U02
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A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
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MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
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7/28/2010-U04
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15316-U05
6-U06
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SOCIAL-U07
&-U07
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OR-U07
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DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
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$10,080-U012
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TO-U012
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WARRANTY-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
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B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
6.02 Contract Administrator COUNTY: COUNTY hereby designates the
Director of the Monterey County Department of Social and Employment Services as its
Contract Administrator for this Agreement. All matters concerning this Agreement
which are within the responsibility of COUNTY shall be under the direction of, or shall
be submitted to, the Director or such other COUNTY employee in the Department of
Social and Employment Services as the Director may appoint. COUNTY may, in its
sole discretion, change its designation of the Contract Administrator, and shall
promptly give written notice to CONTRACTOR of any such change.
VII. CONTRACT DEPENDENT ON GOVERNMENT FUNDING
COUNTY's payments to CONTRACTOR under this Agreement are funded by the
State and Federal governments. If funds from State and Federal sources are not
obtained and continued at a level sufficient to allow for COUNTY's purchase of the
indicated quantity of services, then COUNTY may give written notice of this fact to
CONTRACTOR, and the obligations of the parties under this Agreement shall
terminate immediately, or on such date thereafter, as COUNTY may specify in its
notice, unless in the meanwhile the parties enter into a written Amendment modifying
this Agreement.
VIII. LOBBYING CERTIFICATION
The Contractor, by signing this Agreement, hereby certifies, to the best of his/her
knowledge and belief, that, on behalf of him/herself, employees, and/or agents:
1. No federally appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with the awarding of any
federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative
agreement.
2. If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of any
federal agency, a Member of Congress, an officer or employee of Congress or an
employee of a Member of Congress in connection with this federal contract, grant, loan
or cooperative agreement, the undersigned shall complete and submit Standard Form-
LLL, Disclosure Form to Report Lobbying," in accordance with its instructions.
3. The Contractor shall require that the language of this certification be included in the
award documents for all subcontracts at all tiers including subgrants, and contracts
under grants, loans, and cooperative agreements which exceed $100,000) and that all
sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. This certification is a prerequisite for
making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.
Any person who fails to file the required certification shall be subject to a civil penalty
of not less than $10,000 and not more than $100,000 for each such failure.
Exhibit B, Additional Provisions
Page 9 of 10
BIB]
40388-U01
AGREEMENT-U02
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A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
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MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
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7/28/2010-U04
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15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
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OF-U07
SOCIAL-U07
&-U07
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OR-U07
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511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
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TO-U012
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PERIOD-U012
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THROUGH-U012
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&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
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10%)-U012
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AMOUNTS,-U012
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CHANGE-U012
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OF-U012
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AGREEMENT NO. A-11798 - CAREA��6EXHIBIT B
IX. APPEAL PROCESS
In the event of a dispute or grievance regarding the terms and conditions of this
Agreement, both parties shall abide by the following procedures:
A. CONTRACTOR shall first discuss the problem informally with the designated DSES
Contact/Program Analyst. If the problem is not resolved, CONTRACTOR must, within
fifteen 15) working days of the failed attempt to resolve the dispute with DSES
Contact/Program Analyst, submit a written complaint, together with any evidence, to the
DSES Division Deputy Director. The complaint must include a description of the
disputed issues, the legal authority/basis for each issue which supports CONTRACTOR's
position, and the remedy sought. The Division Deputy Director shall, within fifteen 15)
working days after receipt of CONTRACTOR's written complaint, make a determination
on the dispute, and issue a written decision and reasons therefore. All written
communication shall be pursuant to Section 14. NOTICES of this Agreement. Should
CONTRACTOR disagree with the decision of the Division Deputy Director,
CONTRACTOR may appeal the decision to the Director of the Department of Social &
Employment Services.
B. CONTRACTOR's appeal of the Division Deputy Director's decision must be
submitted to the Department Director within ten 10) working days from the date of the
decision; be in writing, state the reasons why the decision is unacceptable, and include
the original complaint, the decision that is the subject of appeal, and all supporting
documents. Within twenty 20) working days from the date of CONTRACTOR'S appeal,
the Department Director, or his/her designee, shall meet with CONTRACTOR to review
the issues raised on appeal. The Department Director shall issue a final written decision
within fifteen 15) working days of such meeting.
C. CONTRACTOR may appeal the final decision of the Department Director in
accordance with the procedures set forth in Division 25.1 commencing with Section
38050) of the Health and Safety Code and the regulations adopted thereunder. Title 1,
Subchapter 2.5 commencing with Section 251, or Subchapter 3 commencing with Section
300, whichever is applicable, of the California Code of Regulations).
D. CONTRACTOR shall continue to carry out the obligations under this Agreement
during any dispute.
E. Costs incurred by CONTRACTOR for administrative/court review are not
reimbursable by COUNTY.
Exhibit B, Additional Provisions
Page 10 of 10
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40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
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LI21329-U03
FO21330-U03
FO85769-U03
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MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
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15316-U05
6-U06
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APPROVE-U07
AUTHORIZE-U07
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DEPARTMENT-U07
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SOCIAL-U07
&-U07
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DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
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CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
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$10,080-U012
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WARRANTY-U012
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PERIOD-U012
JULY-U012
1,-U012
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THROUGH-U012
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30,-U012
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AUTHORIZE-U012
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SOCIAL-U012
&-U012
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SERVICES,-U012
OR-U012
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DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
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DO-U012
EXCEED-U012
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10%)-U012
OF-U012
ORIGINAL-U012
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AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��6EXHIBIT C
BACKGROUND/DEFINITIONS
BACKGROUND:
WHEREAS, CONTRACTOR as part of its mission demonstrates new approaches in the
use of technology for the elderly and persons with disabilities, and provides Internet
technology solutions and independent software, for services of the health and
human/social services industry through the CareAccess Virtual Private Portal VPP), an
Internet portal to a community of Human Services Software Applications created
specially for the Aging Network; and,
WHEREAS, CONTRACTOR'S hardware is located at the SBC E-Services, Managed
Hosted Site in Irvine California, where SBC provides the network infrastructure, and
where these software applications are made accessible to organizations; and whereas,
Software provided are HIPAA compliant software tools which includes functions for
these same services; and,
WHEREAS, CONTRACTOR in furtherance of the project that began under the
Governors Aging with Dignity Challenge Grant contracts with SBC, under separate
Agreement,) to provide the network infrastructure to the VPP. SBC E-Services will
provide to CONTRACTOR managed hosted service to the VPP community from Irvine
California, CONTRACTOR will oversee services to this virtual community to ensure that
best industry standards of service are provided by SBC; and,
WHEREAS, CONTRACTOR provides third party software vendors such as CH Mack,
Inc, developers of Q Continuum and McWilliams-Mailliard Technology Group
MMTG), developers of AACTS" in the VPP for use by Health and Human Services
organizations; and,
WHEREAS, COUNTY desires to engage the services of CONTRACTOR to provide
Internet technology solutions through its third party software vendors, and human
services software applications created specifically for the Aging Network to COUNTY,
NOW THEREFORE, CONTRACTOR and COUNTY hereby agree as follows:
I RECITALS: The above recitals and identification of parties are true and correct.
II DEFINITIONS: The following definitions shall apply:
1) AACTS Automated Client Tracking System for Adult Protective Services): The term
AACTS" shall mean that certain third party software published by CONTRACTOR as listed
in Exhibit D and incorporated herein by this reference.
AACTS-CareAccess 6
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��62) AACTS Software: The term AACTS" shall mean those certain electronic software
applications developed and made available by McWilliams-Mailliard Technology Group
MMTG) to COUNTY and identified as the AACTS Software.
3) Acceptance Date: The term Acceptance Date" shall mean the date the Third Party
Software is deemed accepted by COUNTY as provided in Exhibit A, Exclusivity."
4) Access: The term Access" and variants thereof including, but not limited to, the terms
access", accessible and accessing") shall mean to store data in, retrieve data from or
otherwise approach, display, reproduce, frame, establish a Link to, or make use of directly or
indirectly) through electronic means or otherwise.
5) Application Service Provider ASP): A third-party entity that manages and distributes
software-based services and solutions to customers across a wide area network from a central
data center. ASP will be provided through CONTRACTOR.
6) Associate: The term Associate" shall mean an employee of CONTRACTOR or an
independent contractor hired by CONTRACTOR.
7) Authorized Person: The term Authorized Persons" shall mean i) employees and legal
counsel of the Receiving Party with a need to know Confidential Information disclosed to
Receiving Party by Disclosing Party, and ii) persons or organizations with a need to know
Confidential Information and who agree in writing to maintain the confidentiality of such
Confidential Information.
8) CareAccess Legend: The term CareAccess Legend" shall mean a logo, written
disclaimer, and written notice that credits CONTRACTOR or a Developer in connection with
the Third Party Software and a Link to the CONTRACTOR Web Site, specifically that
CONTRACTOR disclaims and user hereby waives all responsibility in connection with the
product and the accuracy of the information and content offered through this Web Site. Use
of this Web Site is subject to the Web Site Terms of Use and any notices.
9) CareAccess System: The term CareAccess System" shall mean computer systems and
communication equipment designated and controlled by CONTRACTOR and used for
hosting the Third Party Software, and CareAccess Web Site and providing Users access to the
CONTRACTOR'S Web Site.
10) CareAccess Technology: The term CareAccess Technology" shall mean any and all
Technology developed by or for CONTRACTOR including without limitation) the
CareAccess Web Site.
11) CareAccess Web Site: The term CareAccess Web Site" shall mean that certain
CareAccess Web Site, which is located on the Internet at httys://www.CareAccess-ca.com,
as may be relocated from time to time, including any and all CareAccess Technology used,
incorporated, stored or accessible therein, as implemented on the CareAccess System and
made accessible to Users through the Internet.
AACTS-CareAccess 7
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��612) Codin The term Coding" shall mean software, programming codes, models,
processes, events, methods, properties, scripts or statements for developing Associate
software as written in a programming language, including without limitations) Visual Basic
VB), Active Script ASP), C++, VB Script programming languages.
13) Commercially Reasonable Back-Up Procedures: Documentation for this procedure
located in CareAccess Internet and Securities Manual. See Media and Documentation, p. 67.
This manual is incorporated by reference into this Agreement. A copy of the Manual is
located at the Monterey County Department of Social and Employment Services.
14) Confidential Information: The term Confidential Information" shall mean all
information identified in writing as confidential information and which is not: a) already
know to the Receiving Party from a source other than the Disclosing Party; b) conveyed to
the Receiving Party by a third party without any restriction as to confidentiality or use; c)
independently developed without reference to the confidential information; or d) in the
public domain.
15) Configuration: The term Configuration" shall mean the computer hardware, operating
system, and Internet access software and browser configuration requirements for entry to
CareAccess VPP.
16) Consulting Services: The term Consulting Services" shall mean Independent Services
and those certain consulting, programming, conversion, analysis, training and ad hoc services
provided by CONTRACTOR'S Associates or third party vendors to COUNTY as set forth
in Exhibit D.
17) Content: The term Content" shall mean information, including without limitation)
provider information and consumer names provided by COUNTY to CONTRACTOR Case
histories, User information, and any Technology uploaded, posted or submitted by User on
Third Party Software.
18) COUNTY: The term COUNTY" shall mean the individual or entity identified as
COUNTY" on the signature page of this Agreement.
19) COUNTY Materials: The term COUNTY Materials" shall mean the Content and
Technology disclosed or provided to CONTRACTOR for the purposes of developing the
database conversions to Third Party software.
20) Defect: The term Defect" shall mean programming errors and other defects in the
CONTRACTOR'S System, Third Party software, or otherwise which substantially impair the
performance of the Third Party software.
21) Defect Notice: The term Defect Notice" shall mean that written notice from COUNTY
to CONTRACTOR identifying Defects.
22) Deposit Materials: The term Deposit Materials" shall mean only the source code for the
CONTRACTOR'S Technology developed in connection with Third Party Software
excluding Tools), delivered by CONTRACTOR to a safe and secure location.
AACTS-CareAccess 8
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 623) Developer: The term Developer" shall mean the owner, authorized distributor, or
licensee of the Tools or COUNTY Materials as applicable).
24) Disclosing Party: The term Disclosing Party" shall mean a party to this Agreement who
reveals Confidential Information to the other party to this Agreement.
25) Documentation: The term Documentation" shall mean the Third Party software guide
describing the functions of the Third Party software as provided, or CONTRACTOR
respective, in printed or electronic form.
26) Domain Name: The term Domain Name" shall mean that certain alphanumeric name by
which a Web Site is known on the Internet.
27) Effective Date: The term Effective Date" shall mean the date this Agreement is signed
by CONTRACTOR and COUNTY whichever is later).
28) Graphics: The term Graphics" shall mean graphics used in connection with the Third
Party software, including without limitations) illustrations, pictorials, animation, pictures,
diagrams, representations, graphics, screen displays, letters, fonts, icons, flow-charts, and
drawings.
29) Hardware Fee: The term Hardware Fee" shall mean the fees for providing servers or
other hardware to COUNTY as set forth in Exhibit F Payment Provisions/Budget).
30) Implement: The term Implement" and variants thereof including, but not limited to, the
terms implementation", implementing", and implemented") shall mean to load and make
available for User access and use.
31) Implementation Date: The term Implementation Date" shall mean the date the Third
Party software is implemented by CONTRACTOR on the CareAccess VPP.
32) Internet: The term Internet" shall mean that certain global network of computers and
devices commonly referred to as the Internet", including without limitation) the World
Wide Web.
33) Link: The term Link" shall mean text, icons or graphic symbols in web pages visible or
transparent) that upon search, selection or activation link or associate to, execute, access or
retrieve an off-screen Web Site or Technology.
34) MMTG McWilliams-Mailliard Technology Group): The term MMTG McWilliams-
Mailliard Technology Group) refers to that corporation that provides case management
software for Adult Protective Services APS) programs to Counties purchasing the software.
35) Nonpayment Notice: The term Nonpayment Notice" shall mean that written notice from
CONTRACTOR to COUNTY alleging nonpayment under this Agreement and seeking to
cancel this Agreement or a Service Order unless payment is rendered by COUNTY, as
provided hereunder.
AACTS-CareAccess 9
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 636) Password: The term Password" shall mean that certain password and user name
assigned to Users for accessing the Third Party Software according to the Policy Statement
and CONTRACTOR guidelines and practices.
37) Policy Statement: The term Policy Statement" shall mean those certain written
statements of policies, terms of use and legal notices concerning access to the Third Party
Software as may be adopted by CONTRACTOR and as modified by CONTRACTOR from
time to time.
38) Portal Subscription Fee: The term Portal Subscription Fee" shall mean the fees for
providing Internet access and other usage requirements of COUNTY as set forth in the Fee
Schedule as set forth in Exhibit F Payment Provisions/Budget).
39) Receiving Part y: The term Receiving Party" shall mean a party to this Agreement who
receives Confidential Information from the other party to this Agreement.
40) Registration Company: The term Registration Company" shall mean an entity that
administers the registration and maintenance of Domain Names, including without
limitations) Network Solutions, Inc.
41) Restatements: The term Restatements" shall mean Section 757 of the Restatement of
Torts, Section 39 of the Restatement Third) of Unfair Competition, 18 U.S.C. 1839 and
Section 1 of the Uniform Trade Secrets Act.
42) Scoping Document: The term Scoping Document" shall mean a document specifying
and describing desirable functional and technical specifications for the Third Party Software.
43) Secure Sockets Laver SSL): The term Secure Sockets Layer" SSL) shall mean a
protocol for transmitting private documents via the Internet. By convention, URLs that
require an SSL connection start with https: instead of http. SSL creates a secure connection
between a client and a server, over which any amount of data can be sent securely. This
protocol has been approved by the Internet Engineering Task Force IETF) as a standard.
44) Service Level Agreement SLA): The term Service Level Agreement" or SLA" shall
mean an Agreement between CareAccess and the COUNTY that defines a level of
performance or a quality of service.
45) Services: The term Services" shall mean the CareAccess Services, Third Party Vendor
Services, the Consulting Services, CareAccess Services and the Promotion Services as
applicable).
46) Support Fees: The term Support Fees" shall mean telephone support, software updates
and any back up and recovery support as required.
47) Technology: The term Technology" shall mean i) evaluation, technical, scientific,
engineering, marketing, catalog, financial and business reports, plans, studies, diagrams, or
flow charts; ii) all forms and types of scientific, technical, economic, or engineering
information; and iii) information, data, ideas, works of authorship, computer software, source
code, object code, executable code, software libraries, documentation, databases, database
AACTS-CareAccess 10
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
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DESIGNEE,-U012
TO-U012
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TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 6designs, data dictionaries, data models, fields, records, scripts, texts, list server email logs,
interface designs, protocols, screen displays, Web Sites, web pages, Links, Coding,
Documentation, patterns, compilations, formulas, methodologies, techniques, processes,
procedures, adaptations, derivative works, computers, machines, articles of manufacture,
improvements, hardware, peripherals, components and networks, whether tangible or
intangible, and whether stored, compiled, or memorialized without limitation) physically,
electronically, graphically, photographically, or in writing.
48) Third Party Software: The term Third Party Software" shall mean software that has
been developed by a vendor other than the principals of CareAccess. CareAccess uses two
main parties identified as third-party"- CH Mack- developers of Q Continuum Software, and
MMTG- developers of ACCTS Software.
49) Third Party Software Services: The term Third Party Software Services" shall mean
services to maintain, enhance or correct the function of the third party software.
50) Tools: The term Tools" shall mean Third Party Technology incorporated in whole or in
part into the Third Party software.
51) Upgrade Services: The term Upgrade Services" refers to those certain services provided
to COUNTY for adding information to the Third Party software, or modifying the Third Party
software to improve the features, performance or functionality of the Third Party software.
52) Users: The term Users" shall mean COUNTY, individuals or entities accessing the
Third Party software to the terms and conditions of this Agreement.
53) Virtual Private Portal VPP): The term Virtual Private Portal VPP)" shall mean the
internet based virtual community of service application software. Users can securely access a
portal via any standard Web browser, gaining access to their data, applications, and Web
services. Portals have authentication and identity-management technologies at their core.
AACTS-CareAccess 1 I
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 6EXHIBIT D
THIRD PARTY SOFTWARE SELECTION
Vendor Description Selected by COUNTY
name/date
McWilliams Mailliard
Technology Group, Inc AACTS
The following Third Party Software Services have been selected and initialed by COUNTY.
AACTS-CareAccess 12
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA�� 6EXHIBIT E
AACTS User List
AACTS Users: Please list all users requiring access to AACTS. This list should include the following: APS Manager/Senior
Supervisor, APS Supervisors, APS Workers, APS Intake Workers, APS Clerks and IT Administrators.
User Login ID Last First Worker Unit/Office Role Supervisor or Phone/Email
# Name Name # Manager
Example:
asmith Smith Annie 325 Downtown Worker rdonaldson 555-555-5555
asmith@co.example.ca.us
1. Sappel Appel Sue Salinas Program N/A 831-755-4904
Mngr.
a elsh co.montere ca.us
2. rlewis Lewis Ritch 400 Marina Supervisor sappel 831-899-8046
lewisrm co.montere ca.us
3. Lricks Ricks Lynda 803 Salinas Worker rlewis 831-755-3462
ricksLM co.monterey.ca.us
4. fmackey Mackey Fawn 401 Marina Worker rlewis 831-899-8063
macke fa co.montere ca.us
5. gjelleson Jelleson Greta 412 Marina Worker rlewis 831-899-8060
eIleson I co.montere ca.us
6. amoore Moore Andrea 405 Marina Worker rlewis 831-899-8064
mooreal co.montere ca.us
7. ssullivan Sullivan Susan 807 Marina Worker rlewis 831-883-7531
sullivans co.monterey.ca.us
8. smudd Mudd Steve 411 Marina Worker rlewis 831-883-7540
muddsm co.monterev.ca.us
9. jallen Allen John Salinas System N/A 831-783-7012
Support
allen
1 co.montere ca.us
10. rbryant Bryant Robert 415 Marina Worker rlewis 831-883-7540
b antr co.montere ca.us
11. rhuss Huss Robert Salinas System N/A 831-783-7013
Support
hussy co.montere ca.us
12. rlrodriguez Rodrigu Robin Salinas QA N/A 831-796-1516
ez
rodri uezrl co.monterev.ca.us
13. alomboy Lomboy Arthur Salinas Data N/A 831-796-3557
lommbo AB co.montere ca.us
AACTS-Care Access
July 1, 2010 June 30, 2011
13
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��!6EXHIBIT F
PAYMENT PROVISIONS/BUDGET
PORTAL SUBSCRIPTION FEE:
COUNTY hereby acknowledges and agrees that access to the Third Party Software, AACTS, for
Users shall not be enabled for Users excluding COUNTY) until COUNTY pays CONTRACTOR
the Portal Subscription Fee.
COUNTY shall pay CONTRACTOR the Portal Subscription Fee as follows:
COUNTY is a current subscriber, and as such, shall pay the Portal Subscription Fee of $35 per
month per User, as identified in Exhibit E, payable quarterly in advance.
The bill submitted by CONTRACTOR each month will be compared to actual users. Payment of
the current bill will reflect usage for the month billed.
Until further notice, as evidenced by an amendment to this contract, portal access fees shall be
the entire fees billed under this contract.
Up to 13 identified users may utilize the contract. However, portal access fees shall be
determined by the actual number of identified users during the billing period. Identified users
shall be identified by Worker Number on Exhibit E. If more than one person utilizes a worker
number during the billing period, billing will occur for only one worker number.
AUDITING:
CONTRACTOR shall have the right at a time and place reasonably acceptable to COUNTY and
CONTRACTOR but in no event more than once per year, to audit the Third Party Software,
COUNTY'S, records, data and correspondence and any other information as reasonably
necessary, related to the Third Party Software for purposes of validating the accuracy of fees due
CONTRACTOR under this Agreement. The audit shall be conducted at CONTRACTOR'S sole
cost and expense.
BUDGET:
Monthly portal subscription fee, per identified AACTS User: $35.00
Maximum Number of Identified AACTS Users: 13
Total Monthly Fee $35.00 x 13) $455.00
Term of Agreement: 12 months
Budget $455.00 x 12 months): $5,460.00
The maximum amount to be paid by COUNTY to CONTRACTOR under this contract shall not
exceed Five Thousand Four Hundred and Sixty Dollars $5,460.00).
AACTS-CareAccess 14
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��"6INVOICE
Date:
Invoice #: Customer No.:
MONTER
Customer: Mail Payment to:
County of Monterey CareAccess
Social Services Agency Attn: Accounts Payable
1000 South Main Street, Suite 306 2115 The Alameda
Salinas, CA 93901 San Jose, CA 95126
Attn: Eugene Shabanow
Description Quantity Period Rate Amount
CareAccess Portal Maint Fees
thru
Invoice Total:
Terms: Net 30
Reference:
L
21 15 The Alameda w Sari Jose, California. 95 126 a 408.350.3295 c Fax 408.249.8918
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��#6EXHIBIT H
IDENTIFIED SUBCONTRACTORS
CONTRACTOR utilizes the following subcontractors in the performance of its contract with
COUNTY. CONTRACTOR will notify COUNTY in writing within 72 hours of any change of
subcontractors.
DATE
NAME
ADDRESS
PURPOSE
January 2004 USWired Inc. 2109 O'Toole Ave., Ste. E
San Jose, CA 95131-1338 Host Management of
Applications
CHANGE OF SUBCONTRACTOR:
DATE
FROM NAME) To NAME)
ADDRESS
AACTS-CareAccess 16
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��$6EXHIBIT I
SERVICE LEVEL AGREEMENT SLA)/APPLICATION
SERVICE PROVIDER LEVEL
1. SERVICE LEVEL AGREEMENT
The Managed Hosting Solution provides a vault-like facility with abundant reliable bandwidth
provided through a Cisco powered network and always-on power where CONTRACTOR will
house their mission-critical servers and databases. The CONTRACTOR'S Data Centers are
staffed 24 X 7 X 365 by highly trained and certified engineers who monitor all security, network,
and power systems to ensure maximum uptime. County gets a solution that is optimized for their
business needs. This document provides information regarding the Data Centers comprehensive
service level commitments.
Definitions:
For purposes of this Agreement, the following definitions shall apply:
i) Ambient Room Temperature" shall mean the temperature as measured by ambient
room probes mounted on the columns and walls of the IDC.
ii) Core Network" shall mean the network from port at the Data Centers serving switch
to outbound port on the MegaPOP border router. The SLA will cover all links in between.
In a private port scenario, core network is defined as server A's port on serving switch
through the IDC network to Server B's port on serving switch. Redundant ports will have
diverse paths and terminate on separate switches.
iii) COUNTY Site Environment" shall mean the platform from which COUNTY
operates its applications within the Internet Data Center.
iv) Downtime"-shall mean failure to meet the standards set forth below with respect to
latency, packet loss, core network, and power availability. Downtime shall not include any
packet loss, power unavailability or network unavailability during SBC's scheduled
maintenance of the Internet Data Centers, network and Service(s), as described herein, or
due to Force Majeure.
v) End to End" shall mean from COUNTY'S ports on serving switch to outbound ports
on MegaPOP border routers.
vi) Latency" shall mean transmission time between the COUNTY'S port on serving
switch to outbound port on the MegaPOP border router and back.
vii) Packet Loss" shall mean a single packet of data that does not reach the router at the
POP(s) designated by SBC from the IDC, but shall not include intentionally dropped
packets due to COUNTY'S sending data faster than the Internet bandwidth that it is
provided with, i.e. Ti, DSL, or dial-up service.
viii) Power Availability" shall mean Electrical Power to outbound port on
COUNTY serving Power Distribution Unit.
ix) Uptime" sync port process access.
AACTS-CareAccess 17
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��%6Service Levels:
Dedicated Hosting:
i) Availability COUNTY'S Site Environment will be available 99.9% excluding
exceptions).
ii) Response Time Data Center will respond to any service impacting issue within 15
minutes.
iii) Network Availability Core Network will be at 100% availability.
iv) Power Availability Power at the Data Center will be at 100% availability.
v) HVAC Availability Ambient Room Temperature will not exceed 75� Fahrenheit in the
server area. Relative humidity in the IDC will not exceed 55% in the server area.
vi) Latency Average latency will not exceed 30 milliseconds roundtrip from end to end in
any given 30-day period.
CONTRACTOR is responsible for all content and applications that reside on the server.
Downtime caused by content, applications or COUNTY are not expressly covered.
Exceptions:
Although scheduled maintenance is not expected to impact the network, power or other
service levels, the Service Level Agreement is not effective as to those periods, in
conditions of Force Majeure, or for COUNTY enabled faults. CONTRACTOR is
responsible for all content and applications that reside on the server, therefore, any
downtime or failure to meet an SLA that is directly or indirectly caused by content,
applications, or CONTRACTOR actions or inaction will not be covered by these SLAs.
Core Failure:
Within 15 minutes of core IDC component failure, CONTRACTOR and COUNTY will
be notified via bulk email or public web site regarding any potential downtime. Core
component failure is defined as a failure of any component of the IDC that has the
potential of effecting more than one COUNTY.
Individual COUNTY Failure:
Any individual COUNTY failure will be notified via fax, pager, email, or phone within
fifteen minutes of failure. Individual COUNTY failure is defined as a failure of any
component of the IDC that will only affects an individual COUNTY cabling, port, etc).
This will include any failure resulting in inability of IDC operations to test" COUNTY
server via a ping watch including reasons outside of IDC control, i.e. COUNTY server
failure, etc).
II. APPLICATION SERVICE PROVIDER LEVEL
Co-Location Data Center will provide a managed production environment for CareAccess,
including:
i) Managed Firewall: Netscreen 25 w/ VPN access
ii) Managed Switches: xl Cisco 2948g-L3 and x2 Cisco 2950-24's
iii) Managed Tape Backup: 100 GB per month of tape backup with one weekly and daily
incremental backups on 4 servers).
AACTS-CareAccess 18
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
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SERVICES,-U012
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DESIGNEE,-U012
TO-U012
SIGN-U012
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AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
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EXCEED-U012
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OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��&6iv) Hardware and System Management: pro-active and predictive analysis of system and
environment performance including, but not limited to:
O/S Harding and Performance Tuning.
Application Licensing:
Veritas SQL Hot Back-up Agent 2 Processor Edition
v) One 1) Mbps dedicated Internet Bandwidth.
Monitoring requirements:
i)
Application Monitoring would include but not be limited to:
Operating Systems Windows)
Response Time 15 m/s threshold before service is down)
ii) Operating System Monitoring/Management
Disk Space Available alert if below 200 MB)
SNMP daemon Up/Down
Monitoring of Security/Application/System Event Logs for errors and warnings
Memory Monitoring
Monitoring amount memory page hits per second
Monitoring of memory page swapping
Processor Monitoring
Number of Active Threads
Length of Work Queue Threshold 2)
% utilization above 80% investigation as to why)
Any daemon that are requirement by the application can and will be
monitored with the appropriate thresholds
Patch Revisions o/s, web, and continual review of operating system exploits.
All testing of patches will be conducted in the staging environment prior to
implementation into production environment.
Out of Band Management CO-Location Data Center will have out-of-band
management capabilities via console port to be able to address management
from hardware abstraction layer to applications.
Business Continuity through Managed Tape Back-up and Restoration
Weekly full back-ups, daily incremental.
Back-ups will be achieved through Veritas SQL Hot Back-up Agent.
iii) Network Monitoring / Management
Bandwidth utilization / Transfer Rate
Network Availability including latency and packet-loss 30 ms across SBC
IDC backbone, 1000`h percent packet-loss)
SNMP polling of all network devices switches, load-balancers) throughput,
CPU processing, memory utilization, numbers of hits/misses, etc.
iv) Physical Monitoring/Management
Server Hardware proactive/predictive analysis of hardware components
including up/down status and potential failure analysis
Temperature & Humidity via Andover/NetCool Event Handling System +-
5� of 70� Fahrenheit, +- 10% of 45%)
AACTS-CareAccess 19
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��'6 Fire, Flood, Moisture, Power monitoring
v) Security Monitoring / Management Physical/Network/Server/Application)
Physical Site Security secured in SBC's Internet Center.
Firewall Management / Monitoring of Firewalls via SBC Security Network
Operations Center. Includes Change Management, Up/Down, and
Performance.
System Security Patch Management and Event Log Monitoring.
AACTS-CareAccess 20
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��(6EXHIBIT J
INTELLECTUAL PROPERTY
CareAccess Technology: Title to CareAccess Technology excluding the Tools), including all
ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith
shall be the exclusive property of CONTRACTOR. COUNTY hereby acknowledges that the
CareAccess Technology shall not be deemed works made for hire" under the U.S. Copyright
Act 17 U.S.C. 101 et seq.]. COUNTY hereby assigns, transfers and conveys any and all
rights, title and interests; COUNTY may have or accrue in connection with development or use
of the CareAccess Technology, including without limitation) any and all ownership rights to
patents, trademarks, copyrights and trade secrets in connection therewith.
COUNTY Materials: Title to COUNTY Materials, including all ownership rights to patents,
copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property
of COUNTY.
Content License: All Content except the User and COUNTY Password) uploaded, posted or
submitted by User on the Third Party Software shall be deemed confidential. Passwords may be
known by CONTRACTOR for the purpose of technical support. CONTRACTOR will not use,
reproduce, create derivative works, display, perform, release, distribute, sell, and disclose such
Content, in whole or in part, in any manner and for any purpose, and will not allow Third Party
Vendors to do so.
Authorization: COUNTY hereby represents and warrants that COUNTY has obtained all
necessary authorizations, permissions or licenses from the State or local government to distribute
and provide the COUNTY Data to CONTRACTOR. COUNTY hereby represents and warrants
that COUNTY has the authority to grant the license granted by COUNTY to CONTRACTOR
under this Agreement. COUNTY hereby represents and warrants that use, reproduction, display
and performance of COUNTY data by CONTRACTOR shall not infringe upon or violate any
patent, copyright, trade secrets or trademark rights of any third party or violate any laws,
including without limitation) the United States export laws Export Administration Act, 15 CFR
730-774) and import laws.
Confidentiality: The Receiving Party shall not disclose Confidential Information except to
Authorized Persons. The Receiving Party shall hold Confidential Information in confidence and
shall not duplicate, use or disclose Confidential Information except as permitted under this
Agreement. Receiving Party shall require Authorized Persons CareAccess Technical Support)
who receive Confidential Information from the Receiving Party to hold and maintain such
Confidential Information in confidence and not use or reproduce such Confidential Information
except as permitted under this Agreement. The CONTRACTOR Technology excluding the
Tools and CONTRACTOR Technology authorized by CONTRACTOR for access through the
Internet without a Password) shall be deemed Confidential Information of CONTRACTOR.
This Section, Confidentiality," shall survive termination and cancellation of this Agreement.
Unauthorized Use: COUNTY shall not directly or indirectly) copy or download the Third Party
Software, or CONTRACTOR Web Site without the prior written consent of CONTRACTOR.
COUNTY shall not modify, reverse engineer, reproduce, display, perform or distribute, establish
AACTS-CareAccess 21
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��)6a Link to, associate directly or indirectly) itself with, or cause confusion, including without
limitation) by framing, metatags or similar means, the Third Party Software, or CONTRACTOR
Web Site and shall not allow the Third Party Software to be reverse engineered.
Unauthorized Access: COUNTY shall prevent any individual to access the Third Party Software
except for individuals and employees of Users authorized to access the Third Party Software for
the exclusive purpose of accessing the areas of the Third Party Software designated by
CONTRACTOR in the exclusive discretion of CONTRACTOR solely for purposes of viewing,
browsing, retrieving, uploading and posting information on the Third Party Software according
to the Documentation during the Term of this Agreement using a Password as may be required)
subject to the terms and conditions of this Agreement.
Non-compete: COUNTY hereby acknowledges and agrees that COUNTY will receive
Confidential Information and trade secrets during the Term of this Agreement. COUNTY
acknowledges that CONTRACTOR has a legitimate business interest in placing reasonable
limits on the use of such information. Accordingly, during the Term and for a two-year period
following the Term, COUNTY shall not use the CareAccess Technology directly or indirectly)
to develop, promote, advertise, market, or provide any Web Site similar to or competitive with
the Third Party Vendors.
No Contest: COUNTY shall not contest or aid in contesting the ownership or validity of the
copyrights, trademarks, service marks and trade secrets as applicable) of CONTRACTOR in
connection with the Third Party Software.
Trademarks: CONTRACTOR shall retain all rights, title, and ownership interests in trademarks,
trade names, service marks and trade dress of CONTRACTOR and goodwill associated
therewith. COUNTY acknowledges that, excepting the trademarks of CONTRACTOR all other
product, service and company names mentioned in the Third Party Software may be trademarks
of their respective owners.
AACTS-CareAccess 22
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
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DESIGNEE,-U012
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THREE-U012
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CONTRACT-U012
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OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��*6EXHIBIT K
WARRANTIES
1)
Services Warranty: The Services to be provided by CONTRACTOR under this
Agreement shall be performed using reasonable commercial efforts, shall conform to the
standards generally observed in the industry for similar services and shall be subject to
Sections 2) 3,) 4,) 5) and 6) of this Exhibit K.
2) Third Party Software Warranty: Subject to the terms and conditions of this Agreement,
CONTRACTOR represents and warrants the following:
i)
3)
The Third Party Software will appear and operate in substantial conformance
with best industry standards, and the Third Party Software guidelines set forth
herein;
ii) The Third Party Software will be accessible by users of the Internet twenty-
four 24) hours per day, seven 7) days per week except for scheduled
maintenance and up to a maximum of 2 hours per year of unscheduled
unavailability which is not caused by COUNTY technology, information or
equipment;
iii) CONTRACTOR has full authority to enter into this Agreement;
iv) CONTRACTOR is the owner of or otherwise has the right to use and
distribute the CONTRACTOR Technology and any other materials or
methodologies used in connection with providing the Third Party Software
and Services hereunder.
Performance Warranties: Subject to the terms and conditions of this Agreement,
CONTRACTOR represents and warrants the following:
I)
Except as otherwise agreed in writing by the parties, the Third Party Software
shall be accessible to Internet Users twenty four 24) hours per day, seven 7)
days per week, with the exception of scheduled maintenance periods, which
shall last no longer than 2 hours per day and which shall take place each
evening between the hours of 1 a.m. and 3 a.m., Pacific Standard Time, and a
maximum of 2 hours of unscheduled unavailability per year which is not
caused by technology, information or equipment provided by COUNTY;
ii) If the server becomes unavailable to Users, other than for scheduled
maintenance, CONTRACTOR shall have qualified personnel respond in the
form of a service call in person to the server location within 1 hour of
notification of such unavailability and shall, to the extent reasonably practical,
remedy such unavailability at such time;
AACTS-CareAccess 23
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
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EMPLOYMENT-U07
SERVICES,-U07
OR-U07
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DESIGNEE,-U07
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EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
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SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
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JUNE-U012
30,-U012
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CONTRACT-U012
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CHANGE-U012
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WORK.-U012
AGREEMENT NO. A-11798 - CAREA��+6iii) CONTRACTOR agrees to meet the service levels set forth in the Service
Level Agreement SLA") in Exhibit I. CONTRACTOR agrees that in the
event of failure to adhere to the Service Levels set forth therein, COUNTY
shall be entitled to receive, upon COUNTY'S request in accordance with this
Agreement, a Service Credit to COUNTY'S account as described in Section
15 of this Exhibit K. The Service Level Agreement shall not apply to
performance issues a) caused by factors outside of CONTRACTOR'S
reasonable control; b) that resulted from any actions or inactions of
COUNTY or any third parties that are not under the sole control of
CONTRACTOR; or c) that resulted from COUNTY'S equipment and/or
third party equipment not within the sole control of CONTRACTOR);
CONTRACTOR agrees to monitor detailed predictive reports daily, weekly
and monthly through infrastructure web portal. CONTRACTOR through its
third party provider of the infrastructure, SBC) warrants 99.99% platform
availability;
v) CONTRACTOR will provide a copy of customer data upon request either
through electronic mail FTP) or hard media.
The foregoing warranties in Sections 1), 2), and this Section 3) do not cover or extend to
Tools. COUNTY hereby accepts and adopts all third party license terms and conditions and
assumes all of the rights and obligations of such licenses, including any and all warranties and
limitations contained therein.
4) Express Warranties: Except for the CONTRACTOR service warranty in Section 1), the
Third Party Software warranty in Section 2), and the performance warranties in Section
3), COUNTY hereby acknowledges and agrees that CONTRACTOR including officers,
directors, agents, and Associates of CONTRACTOR) has not made or granted any
express warranties concerning the Services, the Third Party Software, or any products
and services offered through the Third Party Software.
5)
Disclaimer: The warranties set forth in sections 1), 2), and 3) are in lieu of all other
warranties, express or implied, including but not limited to, implied warranties of
merchantability and fitness for a particular purpose.
CONTRACTOR, including officers, directors, agents and associates of CONTRACTOR,
hereby disclaims and users hereby waive all warranties, express or implied, including, but
not limited to, all implied warranties of fitness for a particular purpose and all implied
warranties of merchantability, except those set forth in sections 1), 2) and 3).
Except as set forth herein to the contrary, CONTRACTOR does not warrant and users
hereby waive any warranty that use of or access to the Third Party Software by users will
be uninterrupted or error free.
Except as set forth herein to the contrary, CONTRACTOR does not make any warranty
and users hereby waive any and all warranties as to the results obtained from use of the
Third Party Software or as to the accuracy, completeness, timeliness or reliability of the
third party software.
AACTS-CareAccess 24
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
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SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
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EXECUTE-U07
511-DSS-U08
OLDS-U09
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OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��,6Users hereby acknowledge and agree that use of the internet and Third Party sSoftware
shall be at the sole and exclusive risk of users and subject to the restrictions, terms and
conditions, rules, regulations, policies, applicable laws and codes of conduct governing
the internet, the Third Party Software or otherwise applicable.
6) Limitation of Damages: CONTRACTOR shall not be liable for any loss, consequential,
exemplary, incidental or punitive damages in connection with or relating to i) the use,
performance and operation of the Third Party Software that was caused or related to acts
of others, ii) use, performance or operations of the Internet or use of the Internet by
Users; iii) loss of data; and iv) Content, products and services offered through the Third
Party Software regardless of the form of action, whether in contract or in tort, including
negligence, except the extent attributable to the action or inaction of the CONTRACTOR.
7)
Mutual Indemnification:
i)
ii) COUNTY agrees to indemnify, defend, and hold harmless CONTRACTOR,
its officers, agents and employees from and against the following:
CONTRACTOR shall indemnify, defend, and hold harmless COUNTY, its
officers, agents and employees from and against the following:
a) Any and all third party claims and liabilities for compensation together
with any expenses related thereto, including but not limited to damages,
court costs, and attorneys' fees) on account of CONTRACTOR's non-
payment for any work, services, materials, or supplies furnished or
supplied by such third parties to or for CONTRACTOR or
CONTRACTOR's subcontractors in connection with the performance of
this Agreement; and
b) Any and all claims, liabilities and losses whatsoever together with any
expenses related thereto, including but not limited to damages, court
costs, and attorneys' fees) occurring or resulting to any person, firm, or
corporation for damage, injury or death, to the extent that such claims,
liabilities, or losses arise out of, are alleged to arise out of, or are
connected with the wrongful, willful, or negligent act or omission of the
CONTRACTOR, its officers, employees, agents, or subcontractors in
the performance of this agreement.
a) Any and all third party claims and liabilities for compensation together
with any expenses related thereto, including but not limited to damages,
court costs, and attorneys' fees) on account of COUNTY's non-payment
for any work, services, materials, or supplies furnished or supplied by
such third parties to or for COUNTY or COUNTY's subcontractors in
connection with the performance of this Agreement; and
b) Any and all claims, liabilities and losses whatsoever together with any
expenses related thereto, including but not limited to damages, court
AACTS-CareAccess 25
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��-6costs, and attorneys' fees) occurring or resulting to any person, firm, or
corporation for damage, injury or death, to the extent that such claims,
liabilities, or losses arise out of, are alleged to arise out of, or are
connected with the wrongful, willful, or negligent act or omission of the
COUNTY, its officers, employees, agents, or subcontractors in the
performance of this agreement.
8)
9)
Integrity: COUNTY hereby represents and warrants that COUNTY Materials and any
and all media provided to CONTRACTOR by COUNTY shall not contain any material
defects, authorization code routines, viruses, disabling routines or Technology or defect
causing failures in the Third Party Software.
Infringement: COUNTY shall release, defend, indemnify and hold harmless
CONTRACTOR including officers, directors, agents and Associates of
CONTRACTOR) from and against any and all claims, damages, liability, expenses, fees,
costs and attorney and paralegal fees arising in connection with or relating to any third
party claims of infringement or violation of any ownership rights to patents, copyrights,
trademarks or trade secrets in connection with any use of COUNTY Materials by
CONTRACTOR. COUNTY shall defend and settle at its sole expense all suits or
proceeding arising in connection with any such third party claim. COUNTY shall not
enter into any agreement, which impairs the right of CONTRACTOR to use COUNTY
Materials and Links in accordance with this Agreement. In all events, CONTRACTOR
shall have the right to participate in the defense of any such suit or proceeding through
counsel of its own choosing. If use of COUNTY Materials or Links is disrupted as a
result of a third party claim, CONTRACTOR shall have the right to remove COUNTY
Materials or Links as provided under Section 8). The foregoing remedy shall be non-
exclusive and in addition to any other legal or equitable remedies CONTRACTOR may
have or accrue.
10) Contractor's Involvement in Claims/Litigation: If a final judgment from a court of
competent jurisdiction is entered against CONTRACTOR upholding claims that the
CONTRACTOR Technology violates a United States patent, copyright, trade secret or
other proprietary rights of a third party, provided that COUNTY gives CONTRACTOR
prompt written notice of any such claim, permits CONTRACTOR to answer and defend
at CONTRACTOR'S option) such claim or action and provides CONTRACTOR with
such reasonable information, assistance and authority as requested by CONTRACTOR to
assist CONTRACTOR in the defense of such claim or action, CONTRACTOR shall
perform one or more of the following actions as determined by CONTRACTOR) within
one year of the date final judgment in favor of such third party's claim is rendered by a
court of competent jurisdiction:
i)
Modification: Modify the CONTRACTOR Technology to avoid the
infringement without substantially eliminating the functional and performance
capabilities of the CONTRACTOR Technology;
ii) Obtain License: Obtain a license for use of the CONTRACTOR Technology
from the third party claiming infringement for use of the CONTRACTOR
Technology.
AACTS-CareAccess 26
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��.6CONTRACTOR shall have the right to participate and COUNTY shall permit and authorize
CONTRACTOR to participate in the defense of any such claim or action through legal counsel.
The foregoing remedy does not apply and CONTRACTOR shall have no obligation in
connection with or relating to any third party infringement claim resulting from a) User's
modification of the Third Party Software, b) User's failure to use the Third Party Software
substantially in accordance with the Documentation in effect; c) User's failure to use the most
current release or version of the Third Party Software; d) Users combination, interface,
operation or use of the Third Party Software with the Content or third party Technology
excluding the Tools).
11) Force Majeure: CONTRACTOR shall not be liable for any failure to perform its
obligations under this Agreement or any failure of the Third Party Software because of
circumstances beyond the control of CONTRACTOR which such circumstances shall
include without limitation) natural disaster, terrorism, riot, sabotage, war, any acts or
omissions of any government or governmental authority, declarations of governments,
laws, court orders, transportation delays, power failure, computer failure, failure of
COUNTY computer system, CONTRACTOR System reasonable downtime for routine
maintenance, network problems, telecommunications failure, failure of Users to
cooperate with the reasonable requests of CONTRACTOR, misuse of the Third Party
Software by Users, or a third party and User's breach of their obligations.
12) Compliance: COUNTY shall be solely responsible for i) the truthfulness, accuracy,
integrity, and lawfulness of COUNTY Materials; ii) fulfillment of all orders placed by
Users through the Third Party Software, iii) maintenance of the Third Party Software
subject to the terms and conditions of this Agreement; iv) the products and services
made available to Users; and v) compliance with applicable laws and regulations with
respect COUNTY'S products and services.
13) Laws: CONTRACTOR represents and warrants that the products and services offered
through the Third Party Software shall be lawful. COUNTY represents and warrants that
the Third Party Software shall not be used directly or indirectly) to conduct or solicit the
performance of any business or activity which is tortuous, prohibited by law, or violates
the Policy Statement, any restrictions, terms and conditions, rules, regulations, policies or
laws of any state or federal governmental body or agency, and codes of conduct.
COUNTY shall require Users to comply with the Policy Statement, any restrictions,
terms and conditions, rules, regulations, policies, laws and codes of conduct.
14) Continuation: Excepting Sections 1), 2), and 3) described in first three paragraphs in
this Exhibit K, the terms and provisions of this Exhibit K shall survive termination and
cancellation of this Agreement.
15) Service Credit: shall mean an amount equal to the pro-rata recurring charges for one
monthly billing statement for Services for one 1) day of Service. In the event COUNTY
experiences Downtime, as defined in the SLA, COUNTY shall be eligible to receive
from CONTRACTOR a Service Credit for each Downtime period with a maximum
aggregate Service Credit of one-month's billing charges for all Downtime for incidents
occurring during such month.
AACTS-CareAccess 27
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
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DEPARTMENT-U012
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SOCIAL-U012
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EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��/6i) Time related to Service Credit requests including Downtime) will be measured
from the issuance of a trouble ticket to trouble resolution. Trouble tickets will be
issued upon COUNTY's call to CONTRACTOR to report Downtime.
COUNTY Must Request Service Credit. In order to receive any of the Service Credits described
in this Section, COUNTY must notify CONTRACTOR within five 5) days from the event
COUNTY becomes eligible to receive a Service Credit. Failure to comply with this requirement
will forfeit COUNTY's right to receive a Service Credit.
AACTS-CareAccess 28
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
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DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
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OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��06EXHIBIT L
ELDER & DEPENDENT ADULT
ABUSE & NEGLECT REPORTING
CERTIFICATION
Care Access Silicon Valley, Inc.
HEREBY acknowledges that this contract for services will bring CONTRACTOR in
contact with elders or dependent adults, and that CONTRACTOR has received from
COUNTY a copy of Welfare & Institutions Code Section 15659 as required by the Elder
Abuse and Dependent Adult Civil Protection Act Welfare & Institutions Code Sections
15600, et seq). CONTRACTOR certifies that it has knowledge of the provisions of the
Act, and will comply with its provisions which define a mandated reporter, and requires
that reports of abuse or neglect be made by a mandated reporter when, in his or her
professional capacity, or within the scope of his or her employment, he/she observes or
has knowledge of an incident that reasonably appears to be physical abuse, abandonment,
isolation, financial abuse, or neglect.
CONTRACTOR further gives assurance that all of its employees, consultants, and agents
performing services under this Agreement, who are mandated reporters under the Act,
sign statements indicat' is they know of and will comply with the Act's reporting
requirements.
Attachment: Welfare & Institutions Code Section 15659
Elder/Adult Abuse Reporting
During Regular Business hours 831) 755-3403
After hours Call 911
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
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SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
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INC.-U012
A-U012
TOTAL-U012
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WEBSITES-U012
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JULY-U012
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2010-U012
THROUGH-U012
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2011;-U012
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AUTHORIZE-U012
DIRECTOR-U012
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EMPLOYMENT-U012
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DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��16EXHIBIT M
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 1s' day of July, 2010, by and between MONTEREY
COUNTY, hereinafter referred to as Covered Entity", and Care Access Silicon Valley, Inc.,
hereinafter referred to as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions,"
direct the Department of Health and Human Services to develop standards to protect the security,
confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy
Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby
Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement,
Business Associate may be considered a business associate" of Covered Entity as defined in the
HIPAA Privacy Rule the agreement evidencing such arrangement is entitled agreement to provide
website portal access to third-party software AACTS), dated July 1, 2010, and is hereby referred
to as the Arrangement Agreement"); and
WHEREAS, Business Associate may have access to Protected Health Information as defined
below) in fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement
Agreement, compliance with the HIPAA Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests
of both Parties.
DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the
definitions set forth in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions
of this Agreement and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA
Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in
the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of
this Agreement shall control.
The term Protected Health Information" means individually identifiable health information including,
without limitation, all information, data, documentation, and materials, including without limitation,
demographic, medical and financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an individual; or the past,
present, or future payment for the provision of health care to an individual; and that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be used to
identify the individual.
Page 1 of 4
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��26EXHIBIT M
Business Associate acknowledges and agrees that all Protected Health Information that is created or
received by Covered Entity and disclosed or made available in any form, including paper record, oral
communication, audio recording, and electronic display by Covered Entity or its operating units to
Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be
subject to this Agreement.
II. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to use or disclose any Protected Health Information solely: 1) for meeting
its obligations as set forth in any agreements between the Parties evidencing their
business relationship or 2) as required by applicable law, rule or regulation, or by
accrediting or credentialing organization to whom Covered Entity is required to disclose
such information or as otherwise permitted under this Agreement, the Arrangement
Agreement if consistent with this Agreement and the HIPAA Privacy Rule), or the
HIPAA Privacy Rule, and 3) as would be permitted by the HIPAA Privacy Rule if such
use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Arrangement Agreement or any
similar documentation of the business relationship of the Parties), or upon request of
Covered Entity, whichever occurs first, if feasible, Business Associate will return or
destroy all Protected Health Information received from or created or received by
Business Associate on behalf of Covered Entity that Business Associate still maintains in
any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the
information and limit further uses and disclosures to those purposes that make the return
or destruction of the information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides
Protected Health Information received from or created by Business Associate on behalf
of Covered Entity, agrees to the same restrictions and conditions that apply to Business
Associate with respect to such information. In addition, Business Associate agrees to
take reasonable steps to ensure that its employees' actions or omissions do not cause
Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may
use and disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, provided that
as to any such disclosure, the following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that it will be held confidentially and
used or further disclosed only as required by law or for the purpose for which it
was disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has
been breached;
ii) for data aggregation services, if to be provided by Business Associate for
the health care operations of Covered Entity pursuant to any agreements between the
Parties evidencing their business relationship. For purposes of this Agreement, data
aggregation services means the combining of Protected Health Information by Business
Associate with the protected health information received by Business Associate in its
Page 2 of 4
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��36EXHIBIT M
capacity as a business associate of another covered entity, to permit data analyses that
relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent use or disclosure
of Protected Health Information other than as permitted in this Agreement. The Secretary of Health and
Human Services shall have the right to audit Business Associate's records and practices related to use
and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms of
the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any use or disclosure of
Protected Health Information which is not in compliance with the terms of this Agreement of which it
becomes aware. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
Ill. AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the
manner required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make
Protected Health Information available for amendment and incorporate any amendments to Protected
Health Information in accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule.
In addition, Business Associate agrees to make Protected Health Information available for purposes of
accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to
terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines
that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably
believes that Business Associate will violate a material term of this Agreement and, where practicable,
Covered Entity gives written notice to Business Associate of such belief within a reasonable time after
forming such belief, and Business Associate fails to provide adequate written assurances to Covered
Entity that it will not breach the cited term of this Agreement within a reasonable period of time given
the specific circumstances, but in any event, before the threatened breach is to occur, then Covered
Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately.
V. MISCELLANEOUS
Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not
intend to create any rights in any third parties. The obligations of Business Associate under this Section
shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement
and/or the business relationship of the parties, and shall continue to bind Business Associate, its
agents, employees, contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may
assign its respective rights and obligations under this Agreement without the prior written consent of the
other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to
create any relationship between the Parties other than that of independent parties contracting with each
other solely for the purposes of effecting the provisions of this Agreement and any other agreements
between the Parties evidencing their business relationship. This Agreement will be governed by the
laws of the State of California. No change, waiver or discharge of any liability or obligation hereunder
Page 3 of 4
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��46EXHIBIT M
on any one or more occasions shall be deemed a waiver of performance of any continuing or other
obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The parties agree that, in the event that any documentation of the arrangement pursuant to which
Business Associate provides services to Covered Entity contains provisions relating to the use or
disclosure of Protected Health Information which are more restrictive than the provisions of this
Agreement, the provisions of the more restrictive documentation will control. The provisions of this
Agreement are intended to establish the minimum requirements regarding Business Associate's use
and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and
effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails
to comply with the then-current requirements of the HIPAA Privacy Rule, such party shall notify the
other party in writing. For a period of up to thirty days, the parties shall address in good faith such
concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such
thirty-day period, the Agreement fails to comply with the HIPAA Privacy Rule, then either party has the
right to terminate upon written notice to the other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
written above.
COVERED ENTITY: BUSINESS ASSOCI TE:
MONTEREY COUNTY CARE;AC$ ESS LICcON VAI4EY, INC.
By:
Title: DSES Director
Date:
Page 4 014
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��56EXHIBIT N
PRIVACY POLICY STATEMENT
This is the web site of CareAccess, which is located on the Internet
at https://www.CareAccess-ca.com
Our postal address is
2115 The Alameda
San Jose, California, 95126
We can be reached via e-mail at supportc,careaccess.org
or you can reach us by telephone at 1-877-COA-WEBB
For each visitor to our Web page, our Web server automatically recognizes no information
regarding the domain or e-mail address.
We collect no information on consumers who browse our Web page. The information we collect
is not shared with other organizations for commercial purposes.
With respect to cookies: We do not set any cookies.
With respect to Ad Servers: We do not partner with or have special relationships with any ad
server companies.
With respect to security:
We always use industry-standard encryption technologies when transferring and
receiving consumer data exchanged with our site.
When we transfer and receive certain types of sensitive information such as financial or
health information, we are using a secure server and will notify visitors through a pop-
up screen on our site.
We have appropriate security measures in place in our physical facilities to protect
against the loss, misuse or alteration of information that we have collected from you at
our site.
If you feel that this site is not following its stated information policy, you may contact us at the
above addresses or phone number.
AACTS-CareAccess 29
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11798 - CAREA��66CARE ACCESS PORTAL
NOTIFICATION OF CHANGES FORM
EXHIBIT 0
Identified AACTS End Users: The following is a list of unduplicated ACCTS End Users receiving
access and/or support privileges during the month/year of: All changes must be
acknowledged by return hardcopy or email of the Exhibit 0 before access privileges are changed.
A-Changed Identified
User to
COUNTY Site End User Telephone/E Mail B-Changed Office
Location to
C Other..
1000 S. Main Street Robin Rodriguez 831) 796-1516
Salinas, CA 93901 Management rodrigueza
co.montere ca.us
Analyst
1000 S. Main Street Sue Appel 831) 755-4435
Salinas, CA 93901 Program Manager a els@co.montere ca.us
2620 First Avenue Linda Ricks 831) 883-7541
Marina, CA 93933 APS Worker 803 ricksLM@co.montere ca.us
2620 First Avenue Steven Mudd 831) 883-7557
Marina, CA 93933 APS Worker 411 muddsm@co.moqtgKgX,.g4.us
2620 First Avenue Robert Bryant 831) 883-7540
Marina, CA 93933 APS Worker 415 br antrna co.montere ca.us
2620 First Avenue Ritch Lewis 831) 883-7552
Marina, CA 93933 APS Supervisor lewisrm@co.monterey.ca.us
400
2620 First Avenue Fawn Mackey 831) 883-7529
Marina, CA 93933 APS Worker 401 mackeyfa@,co.monterey.ca.us
2620 First Avenue Andrea Moore 831) 883-7538
Marina, CA 93933 APS Worker 405 moorealaco.montere ca.us
2620 First Avenue Greta Jelleson 831) 883-7545
Marina, CA 93933 APS Worker 412 elleson l(cr~co.montere ca.us
2620 First Avenue Susan Sullivan 831) 883-7531
Marina, CA 93933 APS Worker 807 sullivans@co.monterey.ca.us
713 La Guardia, Ste. H-8 Robert Huss 831) 783-7013
Salinas, CA 93905 Systems Support hussrOco.montere ca.us
713 La Guardia, Ste. H- 8 John Allen 831) 783-7020
Salinas, CA 93905 Systems Support alleni l co.montere y.ca.us
AACTS-CareAccess 30
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11798-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
AACTS)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93914-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
NOT TO EXCEED $100,000)
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and:
Care Access Silicon Valley, Inc.
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide portal access and maintenance to third-party software Q"-CH Mack)
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 4,620.00
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2010 to
June 30, 2011 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
See List of Exhibits, Page 8 a)
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
PSA $100,000 or Less, Revised 10/09/08 1 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
7. TERMINATION.
ninety 90)
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least t i ty{39} days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION. Eentaea~l-iei; deer,-ac lielc~ra~ie~e>ie� 4et~
der-oi~~f~e~-=`f~'~--ils-e�fs~,-~g~r~ts-awl-e~pleyea~�r~-any-slate-11}t3=; less-,-i~}>~~ age-
a i~geut af,-car-i tieu~uitl}~per ei ai e-gf tl~isAffveei it- by.Contractor-aud/erits-a eutss e31ee&
ar-s~~b-ee>3t~aete~s;-c~ap~i~g-e~~-loss,-i~}>~i~-e~-Elate-saw-h~~he-iige~se-~ w~l-~isse~d~st of
perse~~l~iglo3~~dd
Ceui~t3Lor-all~osts,~ttoie3~~'-fees,
pcjssilewe-for-tl~e-Co~u~ty-=~l~e ctiactar-aleihur~e-the,
e pexise aid liabilitiesaucuxr~d ithxespect taan~Z lit~~uhiclztl~e atxacxa>ris abligatedio.in,demni.f3c,
efen~-and-hfrlel~tarirdes~s-the�-cn~txndertlri~~rg~~eei~en~
See Exhibit K 7)
9. INSURANCE.
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the Contractor upon
request shall provide a certified copy of the policy or policies.
PSA $100,000 or Less, Revised 10/09/08 2 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+This verification of coverage shall be sent to the County's Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and the County has approved
such insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County and issued and
executed by an admitted insurer authorized to transact Insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
PSA $100,000 or Less, Revised 10/09/08 3 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Each policy shall provide coverage for Contractor and additional insureds with respect to claims arising
from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate
of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the
above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its officers, agents, and employees as Additional Insureds with respect to liability
arising out of the CONTRACTOR'S work, including ongoing and completed operations, and shall further
provide that such insurance is primary insurance to any insurance or self-insurance maintained by the
County and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the CONTRACTOR'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710
01 2000). The required endorsement form for Automobile Additional Insured endorsement is ISO Form
CA 20 48 02 99.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contracts/Purchasing Division, showing that the
CONTRACTOR has in effect the insurance required by this Agreement. The CONTRACTOR shall file a
new or amended certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file. Acceptance or approval
of insurance shall in no way modify or change the indemnification clause in this Agreement, which shall
continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administrator and County's Contracts/Purchasing Division. If the certificate is not
received by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five
calendar days to send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles County, at its
sole discretion, to terminate this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of records and
other information. CONTRACTOR shall not disclose any confidential records or other confidential
information received from the County or prepared in connection with the performance of this Agreement,
unless County specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to County any and all requests for disclosure of any such
confidential records or information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out
CONTRACTOR's obligations under this Agreement.
PSA $100, 000 or Less, Revised 10/09/08 4 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform services
under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three
years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit
exception, or other action relating to this Agreement is pending at the end of the three year period, then
CONTRACTOR shall retain said records until such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to
services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement
involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject,
at the request of the County or as part of any audit of the County, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of three years
after final payment under the Agreement.
l,(19~-"^>~ mo=d-i~ioas~--Cei~ shad.~a~e-a-~yalt3~-fr.ere~clusiue_ax~d.~~r~~zecahle~.iCe~se~e
r~p~oduce~publish, amuse, d-autl~ei e s.te da so,.all eugu~al-comput L+z ams,=r dugs,saund
rece xg isto i epr is,-drags,-aa~e r weds-e similai-i~a educ the e-af
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app
County CARE ACCE
LX_
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
PSA $100,000 or Less, Revised 10/09/08 5 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
Ethan Hurley, MA II
Name and Title
713 La Guardia Street, Suite A
Salinas, CA 93905
FOR CONTRACTOR:
Manuel Altamirano, Chief Operating Officer
Name and Title
2115 The Alameda
San Jose, CA 95126
Address
831) 755-3425 fax: 831) 783-7021
Address
408) 350-3295 fax: 408) 249-8918
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.06 Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
PSA $100, 000 or Less, Revised 10/09/08 6 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
PSA $100,000 or Less, Revised 10/09/08 7 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
By:
Date:
By:
Date:
COUNTY OF MONTEREY
Contracts/Purchasing Officer
Department Head if applicable)
Approved as to Form'
By:
Date:
Approved as to Fiscal
By:
Date:
County Counsel
CONTRACTOR
Care Access Silicon Valley, Inc.
Contractor's Business Name*
By:
Signature of Chair, President, or
Vice-President)*
Name and Title
Date:
By:
Signature of Secret y, Asst. Secretary, CFO,
Treasurer or Asst. Treasurer)*
Name and Title
Approved as to Liability Provisions3
By:
Risk Management
Date:
Date:
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full legal name of
the corporation shall be set forth above together with the signatures of two specified officers. If CONTRACTOR is a partnership, the
name of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement
on behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
Approval by County Counsel is required only if changes are made to the standard provisions of the PSA
Approval by Auditor/Controller is required
3Approval by Risk Management is required only if changes are made in paragraph 8 or 9
PSA $100,000 or Less, Revised 10/09/08 8 of 8 Project ID: Care Access Q"), $4,620
July 1, 2010 June 30, 2011
AAS/Hurley
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+List of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
Exhibit 0
Scope of Services /Payment Provisions
DSES Additional Provisions
Background/Definitions
Third Party Software Selection
Licensed Q" Continuum End Users
Budget
Monthly Claim Form
Notification of Change Form
Identified Subcontractors
Service Level Agreement
Intellectual Property
Warranties
Privacy Policy Statement
HIPAA Business Associate Agreement
Elder Abuse Reporting Certification
Page 8 a)
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+SCOPE OF SERVICES
Q
CAREACCESS, SILICON VALLEY, INC.
July 1, 2010 to June 30, 2011
1. CONTRACTOR INFORMATION
Contractor Name:
II.
Contractor Contact:
Primary County Contact:
County Software Contact:
Term of Agreement:
SERVICES TO BE PROVIDED:
CareAccess Silicon Valley, Inc.
2115 The Alameda
San Jose, California 95126
EXHIBIT A
Manuel Altamirano, Chief Operating Officer
CareAccess
408) 350-3295 telephone)
408) 590-2939 cell)
408) 249-8918 fax)
maltamirano@scccoa.org
Ethan Hurley, MA II
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite A
Salinas, CA 93905
831) 755-3425 telephone)
831) 783-7021 fax)
hurleye(r~,co.monterey.ca.us
Bob Huss, Senior DISC
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite H-8
Salinas, CA 93905
831) 783-7026 telephone)
hussr@co.monterey.ca.us
July 1, 2010 to June 30, 2011
The CONTRACTOR shall provide access to the CareAccess Portal 24 hours a day for up to 13
COUNTY users for the contract period July 1, 2010 to June 30, 2011.
2.01 CONTRACTOR Services: CONTRACTOR shall implement the Third Party Software
identified in Exhibit D of this Agreement. CONTRACTOR shall provide Services to COUNTY
pursuant to this Exhibit A, including:
i)
Access to the CareAccess VPP: CONTRACTOR shall provide access to the
CareAccess VPP 24 hours a day for up to 13 COUNTY users for the contract period
July 1, 2010 to June 30, 2011.
Q-CareAccess
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
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B.-U012
AUTHORIZE-U012
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&-U012
EMPLOYMENT-U012
SERVICES,-U012
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DESIGNEE,-U012
TO-U012
SIGN-U012
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THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
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AMOUNTS,-U012
DO-U012
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CHANGE-U012
SCOPES-U012
OF-U012
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AGREEMENT NO. A-11799 - CAREA�
+ii) Development Support: From time to time, COUNTY may request Additional
Enhancements" which are not included in the current public release version of the
Licensed Software. CONTRACTOR will coordinate its best efforts to include such
enhancements under a separate Statement of Work" to be developed and agreed
between the portal members.
2.02 Assurances: Each party hereby represents and warrants that all representations,
warranties, recitals, statements and information provided to each other under this Agreement are
true, correct, and accurate to the best of their knowledge.
2.03 Scope: In the event of any conflict between the terms of this Agreement and the terms of
any Third Party Software Agreement accessed through the CareAccess VPP, the terms of this
Agreement shall govern.
2.04 Entire Agreement: The Third Party software Agreement, together with any schedules,
appendices, and other attachment thereto or other agreements including this Agreement) which
are specifically incorporated therein as part of the Third Party software shall constitute the entire
agreement between COUNTY and CONTRACTOR with respect to the matters referred to
therein and shall supersede all proposals, oral and written, and all other communications between
the parties in relation to the subject matter of such Third Party software Schedule identified in
Exhibit D which have not otherwise been incorporated in writing as a part of such Third Party
software identified in Exhibit D. In all applications, though, in the event of any conflict between
this Agreement and any provision of a Third Party Agreement, the provision of this Agreement
shall control.
2.05 Personnel: The personnel assigned to perform Services shall be determined by Third
Party Vendor and CONTRACTOR. COUNTY hereby acknowledges and agrees that
CONTRACTOR may engage independent contractors, as identified in Exhibit I, to perform the
Services on behalf of CONTRACTOR.
2.06 Access to COUNTY Data: COUNTY hereby authorizes CONTRACTOR to access the
COUNTY'S materials and information data for purpose of performing this Agreement.
COUNTY shall allow one CONTRACTOR administration profile to exist on county database for
the purpose of technical support. Such access shall be subject to the confidentiality provisions
hereunder and independent contractors shall sign confidentiality agreements.
2.07 COUNTY Cooperation: COUNTY hereby acknowledges that successful performance by
CONTRACTOR of the Services shall require COUNTY to cooperate with CONTRACTOR in
good faith and to provide information as may be requested by CONTRACTOR from time to
time. COUNTY hereby agrees to provide such good faith cooperation and information.
2.08 Schedule: The Support Services shall be offered Monday through Friday, from 8:00 am
to 5:00 pm, excluding Christmas Day, Thanksgiving Day, and New Years Day).
2.09 Facilities: The Services shall be performed at the facilities of SBC Communications,
located in Irvine, California, unless otherwise reasonably required.
2.10 Data Storage: Exhibits I and J provide the specifications for the site location of
CONTRACTOR'S servers and databases. Data will be stored a minimum of 5 years.
Q-CareAccess 2
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
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LI21329-U03
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FO85769-U03
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AS89584-U03
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15316-U05
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3)-U012
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AGREEMENTS,-U012
TOTAL-U012
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DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
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AMOUNTS,-U012
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CHANGE-U012
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AGREEMENT NO. A-11799 - CAREA�
+2.11 Backup and Usage Information: CONTRACTOR shall backup the Third Party software
using commercially reasonable backup procedures as described in Exhibit C, Section II., Number
12. CONTRACTOR shall manage the recordation of monthly reports detailing:
i)
All information reflecting access and usage of the Third Party software
including, but not limited to, audited and unaudited visits; and
ii) All available information about users of the Third Party software shall maintain
strict confidentiality and adhere to all privacy and data protection laws
applicable to the gathering, processing, storing, and transmitting of such
information.
Back up data will be stored by the following method(s): Two electronic/computer generated
copies stored in separate locations, using application language capable of data recovery.
iii) Data can be accessed by the following method: via the CareAccess FTP site for
downloads on a monthly basis, or other scheduled periods.
iv) Back-up data will be stored both on-site and off-site at the location identified in I.
Data will be backed up at the end of each business day.
2.12 Security Certificate: CONTRACTOR'S Services shall include issuance to COUNTY of
a Secure Sockets Layer SSL) certificate or other equivalent security certificate to enable secure
and encrypted communications between Users and the Third Party software. CONTRACTOR
hereby acknowledges that all such security certificates are provided by third party certificate
authorities.
2.13 Passwords: COUNTY hereby acknowledges and agrees that access to certain areas of
Third Party software as determined by CONTRACTOR) shall be subject to use of a Password
mutually agreeable to COUNTY and CONTRACTOR. COUNTY acknowledges that
CONTRACTOR shall not provide full or administrative access to the Third Party software or the
hosting equipment. Access to the Third Party software shall be determined in the exclusive
discretion of CONTRACTOR. Modification of COUNTY Password shall be subject to approval
of CONTRACTOR. In the event COUNTY is enabled to issue passwords to Users User
Passwords") for accessing the Third Party software, CONTRACTOR shall have the right to
access such User Passwords and COUNTY shall cooperate with CONTRACTOR in providing
information to CONTRACTOR in connection with such User Passwords for purposes of
operating and maintaining the Third Party software. CONTRACTOR shall maintain all
password information in strict confidence. COUNTY hereby accepts responsibility for, and shall
be liable for, all access to the Third Party software in connection with User and COUNTY
Passwords. COUNTY shall be responsible for the confidentiality of the COUNTY Password.
COUNTY shall be responsible for maintenance of COUNTY Passwords.
2.14 Access to Third Party Software: COUNTY hereby acknowledges and agrees that access
to the Third Party Software may be affected by local market telecommunication network activity,
capacity and compatibility with third party communication equipment, Internet access software
and browser. CONTRACTOR hereby disclaims and COUNTY hereby waives any and all
CONTRACTOR responsibility for any Defect or service interruption in connection with local
market telecommunication network activity, capacity and compatibility with third party
Q-CareAccess 3
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
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TWO-U012
AGREEMENTS-U012
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OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
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MUTUAL-U012
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WARRANTY-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
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2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
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DEPARTMENT-U012
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SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+communication equipment, Internet access software and browsers outside of CONTRACTOR'S
control.
2.15 Privacy Policy Statement: CONTRACTOR shall comply with the Policy Statement,
attached hereto as Exhibit O.
2.16 Exclusivity: COUNTY hereby acknowledges and agrees that CONTRACTOR shall be
the exclusive provider of VPP access hosting for the Third Party Software. The Third Party
Software shall be accessed exclusively by COUNTY for purposes of performing this Agreement.
In no event shall COUNTY use third parties or permit third parties to access the Third Party
Software for purposes of performing any services concerning the Third Party Software including
without limitation) third party Internet service providers, web designers, solution providers, or
third-party advertising management services in connection. with the Third Party Software
vendors.
2.17 Contact Person: CONTRACTOR and COUNTY shall each designate a principal contact
person who shall act as a liaison between CONTRACTOR and COUNTY and who shall have
sufficient authority to grant or communicate the granting of all necessary approvals.
2.18 Current Technology: CONTRACTOR represents and warrants that during the Term of
this Agreement, and any renewals thereof, CONTRACTOR shall continually use and integrate
the most current and up to date technology utilized by other users of the same version of the
Third Party Software into the Third Party Software, provided it does not limit COUNTY'S
access to this technology.
2.19 Telephone Support: CONTRACTOR shall make available reasonable telephone support
to COUNTY'S personnel to assist them in utilizing the CONTRACTOR'S VPP and third Party
Licensed Software during the hours of 8:00 a.m. to 5:00 p.m. USA Pacific Time on weekdays
exclusive of holidays).
2.20 Development Support: From time to time, COUNTY may request additional
enhancements which are not included in the current public release version of the Licensed
Software. CONTRACTOR will coordinate its best efforts to include such enhancements under a
separate Statement of Work to be developed and agreed between the portal members.
2.21 Termination Without Cause: Either party may terminate this Agreement by providing
ninety 90) days advance written notice of termination to the other party.
2.22 Cancellation With Cure: If either party violates its obligations under this Agreement or a
Service, the other party may cancel the Agreement or such Service because of breach by sending
written notice of cancellation to the other party describing the noncompliance to the non-
complying party. Upon receiving such cancellation notice, the non-complying party shall have
thirty 30) days from the date of such notice to cure any such noncompliance. If such
noncompliance is not cured within the required thirty-day period, the party providing
cancellation notice shall have the right to cancel this Agreement or the Service Order as of the
thirty-first day after the date of such cancellation notice as specified in such cancellation notice.
2.23 Termination of Contract: Upon termination of the Agreement, COUNTY shall have
thirty 30) days to transfer data to another location.
Q-CareAccess 4
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
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&-U07
EMPLOYMENT-U07
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EXECUTE-U07
511-DSS-U08
OLDS-U09
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OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
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$10,080-U012
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WARRANTY-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
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THROUGH-U012
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2011;-U012
B.-U012
AUTHORIZE-U012
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DEPARTMENT-U012
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&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+2.24 Nonpayment: Notwithstanding previous Section 2.22, Cancellation with Cure,"
COUNTY'S failure to pay an invoice when due shall be sufficient cause for cancellation of this
Agreement and any Service by CONTRACTOR as provided hereunder. CONTRACTOR shall
exercise such right of cancellation by submitting Nonpayment Notice to COUNTY. Upon
receipt of Nonpayment Notice, COUNTY shall have thirty 30) days to cure the nonpayment. If
COUNTY fails to cure the nonpayment within the required thirty-day period, CONTRACTOR
shall have the right to cancel the Agreement and any and all Service as of the thirty-first day after
the date of the Nonpayment Notice.
2.25 Effect of Termination: Termination or cancellation of this Agreement shall terminate or
cancel as the case may be) this Agreement and each Service Order. Termination or cancellation
of a Service shall terminate or cancel as the case may be) such Service only.
2.26 Removal: COUNTY hereby acknowledges and agrees that CONTRACTOR shall have
the right to remove so long as such component is promptly replaced with a component of
comparable quality and functionality) or modify a particular component or service, including
without limitation) the Tools, for any reason, including without limitation) in the event use of
such components is challenged or opposed by a third-party.
2.27 Access upon Termination: Upon termination or cancellation of this Agreement by
CONTRACTOR, COUNTY shall immediately cease and desist any and all access to and attempt
to access the Third Party Software, unless COUNTY enters into new and separate Agreements
with the Third Party providers.
2.28 Litigation Expense: In the event of litigation or arbitration arising out of this Agreement,
each party shall pay its own costs and expenses of litigation or arbitration.
Q-CareAccess 5
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
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DEPARTMENT-U07
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SOCIAL-U07
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DESIGNEE,-U07
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EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
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THIRD-PARTY-U012
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WARRANTY-U012
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PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
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SOCIAL-U012
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EMPLOYMENT-U012
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HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
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10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT C
BACKGROUND/DEFINITIONS
BACKGROUND:
WHEREAS, CONTRACTOR as part of its mission demonstrates new approaches in the
use of technology for the elderly and persons with disabilities, and provides Internet
technology solutions and independent software, for services of the health and
human/social services industry through the CareAccess Virtual Private Portal VPP), an
Internet portal to a community of Human Services Software Applications created
specially for the Aging Network; and,
WHEREAS, CONTRACTOR'S hardware is located at the SBC E-Services, Managed
Hosted Site in Irvine California, where SBC provides the network infrastructure, and
where these software applications are made accessible to organizations; and whereas,
Software provided are HIPAA compliant software tools which includes functions for
these same services; and,
WHEREAS, CONTRACTOR in furtherance of the project that began under the
Governors Aging with Dignity Challenge Grant contracts with SBC, under separate
Agreement,) to provide the network infrastructure to the VPP. SBC E-Services will
provide to CONTRACTOR managed hosted service to the VPP community from Irvine
California, CONTRACTOR will oversee services to this virtual community to ensure that
best industry standards of service are provided by SBC; and,
WHEREAS, CONTRACTOR provides third party software vendors such as CH Mack,
Inc, developers of Q Continuum and McWilliams-Mailliard Technology Group
MMTG), developers of AACTS" in the VPP for use by Health and Human Services
organizations; and,
WHEREAS, COUNTY desires to engage the services of CONTRACTOR to provide
Internet technology solutions through its third party software vendors, and human
services software applications created specifically for the Aging Network to COUNTY,
NOW THEREFORE, CONTRACTOR and COUNTY hereby agree as follows:
I RECITALS: The above recitals and identification of parties are true and correct.
II DEFINITIONS: The following definitions shall apply:
1) Acceptance Date: The term Acceptance Date" shall mean the date the Third
Party Software is deemed accepted by COUNTY as provided in Exhibit A, Section 2.16,
Exclusivity."
2) Access: The term Access" and variants thereof including, but not limited to, the
terms access", accessible and accessing") shall mean to store data in, retrieve data
from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of
directly or indirectly) through electronic means or otherwise.
Q-CareAccess 6
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+3) Application Service Provider ASP): A third-party entity that manages and
distributes software-based services and solutions to customers across a wide area network
from a central data center. ASP will be provided through CONTRACTOR.
4) Associate: The term Associate" shall mean an employee of CONTRACTOR or
an independent contractor hired by CONTRACTOR.
5) Authorized Person: The term Authorized Persons" shall mean i) employees and
legal counsel of the Receiving Party with a need to know Confidential Information
disclosed to Receiving Party by Disclosing Party, and ii) persons or organizations with a
need to know Confidential Information and who agree in writing to maintain the
confidentiality of such Confidential Information.
6) CareAccess Legend: The term CareAccess Legend" shall mean a logo, written
disclaimer, and written notice that credits CONTRACTOR or a Developer in connection
with the Third Party Software and a Link to the CONTRACTOR Web Site, specifically
that CONTRACTOR disclaims and user hereby waives all responsibility in connection
with the product and the accuracy of the information and content offered through this Web
Site. Use of this Web Site is subject to the Web Site Terms of Use and any notices.
7) CareAccess System: The term CareAccess System" shall mean computer
systems and communication equipment designated and controlled by CONTRACTOR and
used for hosting the Third Party Software, and CareAccess Web Site and providing Users
access to the CONTRACTOR'S Web Site.
8) CareAccess Technology: The term CareAccess Technology" shall mean any and
all Technology developed by or for CONTRACTOR including without limitation) the
CareAccess Web Site.
9) CareAccess Web Site: The term CareAccess Web Site" shall mean that certain
CareAccess Web Site, which is located on the Internet at https://www.CareAccess-
ca.com, as may be relocated from time to time, including any and all CareAccess
Technology used, incorporated, stored or accessible therein, as implemented on the
CareAccess System and made accessible to Users through the Internet.
10) C.H. Mack: The term C.H. Mack" refers to that CONTRACTOR that provides
case management software for Multipurpose Senior Services Program MSSP) and
Linkages Program to Counties purchasing the software.
11) Coding: The term Coding" shall mean software, programming codes, models,
processes, events, methods, properties, scripts or statements for developing Associate
software as written in a programming language, including without limitations) Visual
Basic VB), Active Script ASP), C++, VB Script programming languages.
12) Commercially Reasonable Back-Up Procedures: Documentation for this
procedure located in CareAccess Internet and Securities Manual. See Media and
Documentation, p. 67. This manual is incorporated by reference into this Agreement. A
copy of the Manual is located at the Monterey County Department of Social and
Employment Services.
Q-CareAccess 7
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+13) Confidential Information: The term Confidential Information" shall mean all
information identified in writing as confidential information and which is not: a) already
know to the Receiving Party from a source other than the Disclosing Party; b) conveyed
to the Receiving Party by a third party without any restriction as to confidentiality or use;
c) independently developed without reference to the confidential information; or d) in
the public domain.
14) Configuration: The term Configuration" shall mean the computer hardware,
operating system, and Internet access software and browser configuration requirements for
entry to CareAccess VPP.
15) Consulting Services: The term Consulting Services" shall mean Independent
Services and those certain consulting, programming, conversion, analysis, training and ad
hoc services provided by CONTRACTOR'S Associates or third party vendors to
COUNTY as set forth in Exhibit D.
16) Content: The term Content" shall mean information, including without
limitation) provider information and consumer names provided by COUNTY to
CONTRACTOR Case histories, User information, and any Technology uploaded, posted
or submitted by User on Third Party Software.
17) COUNTY: The term COUNTY" shall mean the individual or entity identified as
COUNTY" on the signature page of this Agreement.
18) COUNTY Materials: The term COUNTY Materials" shall mean the Content and
Technology disclosed or provided to CONTRACTOR for the purposes of developing the
database conversions to Third Party software.
19) Defect: The term Defect" shall mean programming errors and other defects in the
CONTRACTOR'S System, Third Party software, or otherwise which substantially impair
the performance of the Third Party software.
20) Defect Notice: The term Defect Notice" shall mean that written notice from
COUNTY to CONTRACTOR identifying Defects.
21) Deposit Materials: The term Deposit Materials" shall mean only the source code
for the CONTRACTOR'S Technology developed in connection with Third Party Software
excluding Tools), delivered by CONTRACTOR to a safe and secure location.
22) Developer: The term Developer" shall mean the owner, authorized distributor, or
licensee of the Tools or COUNTY Materials as applicable).
23) Disclosing Party: The term Disclosing Party" shall mean a party to this
Agreement who reveals Confidential Information to the other party to this Agreement.
24) Documentation: The term Documentation" shall mean the Third Party software
guide describing the functions of the Third Party software as provided, or
CONTRACTOR respective, in printed or electronic form.
Q-CareAccess 8
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+25) Domain Name: The term Domain Name" shall mean that certain alphanumeric
name by which a Web Site is known on the Internet.
26) Effective Date: The term Effective Date" shall mean the date this Agreement is
signed by CONTRACTOR and COUNTY whichever is later).
27) Graphics: The term Graphics" shall mean graphics used in connection with the
Third Party software, including without limitations) illustrations, pictorials, animation,
pictures, diagrams, representations, graphics, screen displays, letters, fonts, icons, flow-
charts, and drawings.
28) Hardware Fee: The term Hardware Fee" shall mean the fees for providing servers
or other hardware to COUNTY as set forth in Exhibit F Payment Provisions/Budget).
29) Implement: The term Implement" and variants thereof including, but not limited
to, the terms implementation", implementing", and implemented") shall mean to load
and make available for User access and use.
30) Implementation Date: The term Implementation Date" shall mean the date the
Third Party software is implemented by CONTRACTOR on the CareAccess VPP.
31) Internet: The term Internet" shall mean that certain global network of computers
and devices commonly referred to as the Internet", including without limitation) the
World Wide Web.
32) Link: The term Link" shall mean text, icons or graphic symbols in web pages
visible or transparent) that upon search, selection or activation link or associate to,
execute, access or retrieve an off-screen Web Site or Technology.
33) Nonpayment Notice: The term Nonpayment Notice" shall mean that written
notice from CONTRACTOR to COUNTY alleging nonpayment under this Agreement
and seeking to cancel this Agreement or a Service Order unless payment is rendered by
COUNTY, as provided hereunder.
34) Password: The term Password" shall mean that certain password and user name
assigned to Users for accessing the Third Party Software according to the Policy
Statement and CONTRACTOR guidelines and practices.
35) Policy Statement: The term Policy Statement" shall mean those certain written
statements of policies, terms of use and legal notices concerning access to the Third Party
Software as may be adopted by CONTRACTOR and as modified by CONTRACTOR
from time to time.
36) Portal Subscription Fee: The term Portal Subscription Fee" shall mean the fees
for providing Internet access and other usage requirements of COUNTY as set forth in the
Fee Schedule as set forth in Exhibit F Payment Provisions/Budget).
37) 4 Continuum Software: The term Q Continuum" shall mean those certain
electronic software applications developed and made available by C.H. Mack to
COUNTY and identified as the Q Continuum Software, including i) any and all
Q-CareAccess 9
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+CareAccess Technology used, incorporated, stored or accessible therein; and ii) any and
all Technology provided to CareAccess or created by COUNTY in connection therewith,
all as implemented on the CareAccess System and made accessible to COUNTY through
the internet, as listed in and incorporated herein by this reference.
38) Receiving Party: The term Receiving Party" shall mean a party to this Agreement
who receives Confidential Information from the other party to this Agreement.
39) Registration Company: The term Registration Company" shall mean an entity
that administers the registration and maintenance of Domain Names, including without
limitations) Network Solutions, Inc.
40) Restatements: The term Restatements" shall mean Section 757 of the
Restatement of Torts, Section 39 of the Restatement Third) of Unfair Competition, 18
U.S.C. 1839 and Section 1 of the Uniform Trade Secrets Act.
41) Scoping Document: The term Scoping Document" shall mean a document
specifying and describing desirable functional and technical specifications for the Third
Party Software.
42) Secure Sockets Layer SSL): The term Secure Sockets Layer" SSL) shall mean
a protocol for transmitting private documents via the Internet. By convention, URLs that
require an SSL connection start with https. instead of http. SSL creates a secure
connection between a client and a server, over which any amount of data can be sent
securely. This protocol has been approved by the Internet Engineering Task Force IETF)
as a standard.
43) Service Level Agreement SLA): The term Service Level Agreement" or SLA"
shall mean an Agreement between CareAccess and the COUNTY that defines a level of
performance or a quality of service.
44) Services: The term Services" shall mean the CareAccess Services, Third Party
Vendor Services, the Consulting Services, CareAccess Services and the Promotion
Services as applicable).
45) Support Fees: The term Support Fees" shall mean telephone support, software
updates and any back up and recovery support as required.
46) Technology: The term Technology" shall mean i) evaluation, technical,
scientific, engineering, marketing, catalog, financial and business reports, plans, studies,
diagrams, or flow charts; ii) all forms and types of scientific, technical, economic, or
engineering information; and iii) information, data, ideas, works of authorship, computer
software, source code, object code, executable code, software libraries, documentation,
databases, database designs, data dictionaries, data models, fields, records, scripts, texts,
list server email logs, interface designs, protocols, screen displays, Web Sites, web pages,
Links, Coding, Documentation, patterns, compilations, formulas, methodologies,
techniques, processes, procedures, adaptations, derivative works, computers, machines,
articles of manufacture, improvements, hardware, peripherals, components and networks,
whether tangible or intangible, and whether stored, compiled, or memorialized without
limitation) physically, electronically, graphically, photographically, or in writing.
Q-CareAccess 10
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+47) Third Party Software: The term Third Party Software" shall mean software that
has been developed by a vendor other than the principals of CareAccess. For the purpose
of this Agreement, CH Mack- developers of Q Continuum Software, is the developer of
the Third-Party Software.
48) Third Party Software Services: The term Third Party Software Services" shall
mean services to maintain, enhance or correct the function of the third party software.
49) Tools: The term Tools" shall mean Third Party Technology incorporated in
whole or in part into the Third Party software.
50) Upgrade Services: The term Upgrade Services" refers to those certain services
provided to COUNTY for adding information to the Third Party software, or modifying
the Third Party software to improve the features, performance or functionality of the Third
Party software.
51) Users: The term Users" shall mean COUNTY, individuals or entities accessing
the Third Party software to the terms and conditions of this Agreement.
52) Virtual Private Portal VPP): The term Virtual Private Portal VPP)" shall mean
the internet based virtual community of service application software. Users can securely
access a portal via any standard Web browser, gaining access to their data, applications,
and Web services. Portals have authentication and identity-management technologies at
their core.
Q-CareAccess 11
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT D
THIRD PARTY SOFTWARE SELECTION
The following Third Party Software Services have been selected and initialed by COUNTY.
Vendor Description Selected by COUNTY
name/date
C.H. Mack, Incorporated Q Continuum System
Q-CareAccess 12
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+LICENSED Q CONTINUUM END USERS
EXHIBIT E
The following End Users are authorized to receive access and/or support privileges. Exhibit H, CareAccess
Notification of Changes Form," is to be used to make changes to the End Users by mutual consent of
CONTRACTOR and COUNTY.
Installation Platform
Q End User Address Telephone/Email CPU Type:
OS:
1. Marilyn Remark 713-A La Guardia 831) 755-3467
Program Manager Salinas, CA 93905 remarkmr@co.monterey.ca.us
2. Christel Lucero 1000 S. Main, #306 831) 755-8575
MSSP Fiscal Officer Salinas, CA 93901 lucerocc(&co.tnontere ca.us
3. Marcia Salmeron 1000 S. Main, #306 831) 755-4637
Sr. Account Clerk Salinas, CA 93901 salmeronm co.montere ca.us
4. Allison Yant 713-A La Guardia 831) 755-3422
MSSP Supervisor #860 Salinas, CA 93905 anta co.montere ca.us
5. Laura Valenzuela 713-A La Guardia 831) 755-3443
MSSP Unit Clerk Salinas, CA 93905 valenzuelal co.montere ca.us
6. Elizabeth Mendoza 713-A La Guardia 831) 755-3441
MSSP #855 Salinas, CA 93905 Mendozael cg.monterey.ca.us
7. Brenda Abear 713-A La Guardia 831) 755-3429
MSSP #862 Salinas, CA 93905 AbearB co.montere ca.us
8. Michele Tsuchiya 713-A La Guardia 831) 755-3435
MSSP #857 Salinas, CA 93905 tsuchi am co.montere ca.us
9. Elva Mancilla 713-A La Guardia 831) 755-7083
MSSP #858 Salinas, CA 93905 mancillae@co.monterey.ca.us
10. Vacant
MSSP #859
11. Vacant
The following persons will use the CareAccess Portal to access MSSP/Linkages Q Continuum) and APS AACTS)
software programs. They will not be billed under this contract.
12. John Allen 713 La Guardia, H-8 831) 783-7020
Systems Support Salinas, CA 93905 alien' 1 co.montere ca.us
13. Robert Huss 713 La Guardia, H-8 831) 783-7013
Systems Support Salinas, CA 93905 hussr@co.monterey.ca.us
Q-CareAccess 13
July 1, 2010 to June 30, 201 1
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT F
PAYMENT PROVISIONS/BUDGET
L PA YMENT PROVISIONS
A. PORTAL SUBSCRIPTION FEE:
COUNTY shall pay CONTRACTOR the Portal Subscription Fee as follows:
a) Portal Access Subscription Fee of $35.00 per month per User for up to eleven 11) licensed
users, as identified in Exhibit E, to access the Q Continuum software.
b) Two 2) licensed users, who will use the Portal to access both MSSP/Linkages Q
Continuum) and APS AACTS) software, shall not be billed under this contract for the period
from July 1, 2010 to June 30, 2011.
c) The bill submitted by CONTRACTOR each month will be compared to actual users. Portal
access fees shall be determined by the actual number of identified users during the billing
period. Payment of the current bill will reflect usage for the month billed.
Up to thirteen 13) licensed users may utilize this contract, although portal fees will be claimed
for only eleven 11). In addition, Identified users shall be identified by Worker Number on
Exhibit E. If more than one person utilizes a worker number during the billing period, billing
will occur for only one worker number.
II. AUDITING
CONTRACTOR shall have the right at a time and place reasonably acceptable to COUNTY and
CONTRACTOR but in no event more than once per year, to audit the Third Party Software,
COUNTY'S, records, data and correspondence and any other information as reasonably
necessary, related to the Third Party Software for purposes of validating the accuracy of fees
due CONTRACTOR under this Agreement. The audit shall be conducted at CONTRACTOR'S
sole cost and expense.
III. BUDGET
A. Portal Access Fees $4,620.00
Monthly portal access fee, per identified Q User: $35.00
Maximum Number of Identified Q Users: 11
Total Monthly Portal Access Fees $35.00/user x 11 users): $385.00
Number of Months: 12 months
Total Access Fees: $385.00 p/m x 12 months): $4,620.00
TOTAL: $4,620.00
The maximum amount to be paid by COUNTY to CONTRACTOR under this contract shall not exceed
Four Thousand, Six Hundred and Twenty Dollars $4,620.00).
Q-CareAccess 14
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT G
INVOICE
Date:
Invoice #: Customer No.:
MONTER
Customer: Mail Payment to:
County of Monterey CareAccess
Social Services Agency Attn: Accounts Payable
1000 South Main Street, Suite 306 2115 The Alameda
Salinas, CA 93901 San Jose, CA 95126
Attn: Eugene ShabanoV
Description Quantity Period Rate Amount
CareAccess Portal Maint Fames
thru
Invoice Total:
Terms: Net 30
Reference:
2115 The Alameda s San Jose, California, 95126 408.350.3295 e Fax 408.249.8918
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+MONTEREY COUNTY
CAREACCESS NOTIFICATION OF CHANGES FORM
EXHIBIT H
This Notification of Changes Form will be forwarded to CONTRACTOR indicating any changes made to
authorized end users listed in Exhibit E. All changes must be acknowledged by return hardcopy or email of the
Exhibit H before access privileges are changed.
A Identified User to
COUNTY Site End User Telephone/E Mail B Office Location to
C Other...
713-A La Guardia 1. Marilyn Remark 831) 755-3467
Salinas, CA 93905 Program Manager remarkmr@,_co.monterey.ca.us
1000 S. Main, #306 2. Christel Lucero 831) 755-8575
Salinas, CA 93901 MSSP Fiscal Officer lucerocc co.montere ca.us
1000 S. Main, #306 3. Marcia Salmeron 831) 755-4637
Salinas, CA 93901 Sr. Account Clerk salmeronm co.montere ca.us
713-A La Guardia 4. Allison Yant 831) 755-3422
Salinas, CA 93905 MSSP Supervisor #860 anta co.montere ca.us
713-A La Guardia 5. Laura Valenzuela 831) 755-3443
Salinas, CA 93905 MSSP Unit Clerk valenzuelal a co.monterey.ca.us
713-A La Guardia 6. Elizabeth Mendoza 831) 755-3441
Salinas, CA 93905 MSSP #855 Mendozael co.monterey.ca.us
713-A La Guardia 7. Brenda Abear 831) 755-3429
Salinas, CA 93905 MSSP #862 AbearB co.montere ca.us
713-A La Guardia 8. Michele Tsuchiya 831) 755-3435
Salinas, CA 93905 MSSP #857 tsuchiyamp@co.monterey.ca.us
713-A La Guardia 9. Elva Mancilla 831) 755-7083
Salinas, CA 93905 MSSP #858 mancillae co.montere ca.us
10. Vacant
MSSP #859
11. Vacant
The following system support staff will use the CareAccess Portal to access MSSP/Linkages Q Continuum) and AP
AACTS) software programs. They will not be billed under this contract.
71.3 La Guardia, H-8 12. John Allen 831) 783-7020
Salinas, CA 93905 Systems Support alleni 1 co.montere.ca.us
713 La Guardia, H-8 13. Robert Huss 831) 783-7013
Salinas, CA 93905 Systems Support hussr co.montere ca.us
Q-CareAccess 16
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT I
IDENTIFIED SUBCONTRACTORS
CONTRACTOR utilizes the following subcontractors in the performance of its contract with
COUNTY. CONTRACTOR will notify COUNTY in writing within 72 hours of any change of
subcontractors.
DATE
January 2004
NAME
USWired Inc.
ADDRESS
2109 O'Toole Ave., Ste. E
San Jose, CA 95131-1338
PURPOSE
CHANGE OF SUBCONTRACTOR:
DATE
FROM NAME) To NAME)
Host Management of
Applications
ADDRESS
Q-CareAccess 17
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT J
SERVICE LEVEL AGREEMENT SLA)/APPLICATION
SERVICE PROVIDER LEVEL
1. SERVICE LEVEL AGREEMENT
The Managed Hosting Solution provides a vault-like facility with abundant reliable bandwidth
provided through a Cisco powered network and always-on power where CONTRACTOR will
house their mission-critical servers and databases. The CONTRACTOR'S Data Centers are
staffed 24 X 7 X 365 by highly trained and certified engineers who monitor all security, network,
and power systems to ensure maximum uptime. County gets a solution that is optimized for their
business needs. This document provides information regarding the Data Centers comprehensive
service level commitments.
A. Definitions:
For purposes of this Agreement, the following definitions shall apply:
i) Ambient Room Temperature" shall mean the temperature as measured by ambient
room probes mounted on the columns and walls of the IDC.
ii) Core Network" shall mean the network from port at the Data Centers serving switch
to outbound port on the MegaPOP border router. The SLA will cover all links in between.
In a private port scenario, core network is defined as server A's port on serving switch
through the IDC network to Server B's port on serving switch. Redundant ports will have
diverse paths and terminate on separate switches.
iii) COUNTY Site Environment" shall mean the platform from which COUNTY
operates its applications within the Internet Data Center.
iv) Downtime"-shall mean failure to meet the standards set forth below with respect to
latency, packet loss, core network, and power availability. Downtime shall not include any
packet loss, power unavailability or network unavailability during SBC's scheduled
maintenance of the Internet Data Centers, network and Service(s), as described herein, or
due to Force Majeure.
v) End to End" shall mean from COUNTY'S ports on serving switch to outbound ports
on MegaPOP border routers.
vi) Latency" shall mean transmission time between the COUNTY'S port on serving
switch to outbound port on the MegaPOP border router and back.
vii) Packet Loss" shall mean a single packet of data that does not reach the router at the
POP(s) designated by SBC from the IDC, but shall not include intentionally dropped
packets due to COUNTY'S sending data faster than the Internet bandwidth that it is
provided with, i.e. T1, DSL, or dial-up service.
viii) Power Availability" shall mean Electrical Power to outbound port on COUNTY
serving Power Distribution Unit.
ix) Uptime" sync port process access.
Q-CareAccess 18
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+B. Service Levels:
i)
Dedicated Hosting:
Availability COUNTY'S Site Environment will be available 99.9% excluding
exceptions).
Response Time Data Center will respond to any service impacting issue within 15
minutes.
Network Availability Core Network will be at 100% availability.
Power Availability Power at the Data Center will be at 100% availability.
HVA C Availability Ambient Room Temperature will not exceed 75� Fahrenheit in the
server area. Relative humidity in the IDC will not exceed 55% in the server area.
Latency Average latency will not exceed 30 milliseconds roundtrip from end to end in any
given 30-day period.
CONTRACTOR is responsible for all content and applications that reside on the server.
Downtime caused by content, applications or COUNTY are not expressly covered.
C. Exceptions:
Although scheduled maintenance is not expected to impact the network, power or other
service levels, the Service Level Agreement is not effective as to those periods, in
conditions of Force Majeure, or for COUNTY enabled faults. CONTRACTOR is
responsible for all content and applications that reside on the server, therefore, any
downtime or failure to meet an SLA that is directly or indirectly caused by content,
applications, or CONTRACTOR actions or inaction will not be covered by these SLAs.
D. Core Failure:
Within 15 minutes of core IDC component failure, CONTRACTOR and COUNTY will
be notified via bulk email or public web site regarding any potential downtime. Core
component failure is defined as a failure of any component of the IDC that has the
potential of effecting more than one COUNTY.
E. Individual COUNTY Failure:
Any individual COUNTY failure will be notified via fax, pager, email, or phone within
fifteen minutes of failure. Individual COUNTY failure is defined as a failure of any
component of the IDC that will only affects an individual COUNTY cabling, port, etc).
This will include any failure resulting in inability of IDC operations to test" COUNTY
server via a ping watch including reasons outside of IDC control, i.e. COUNTY server
failure, etc).
II. APPLICATION SERVICE PROVIDER LEVEL
A. Co-Location Data Center will provide a managed production environment for
CareAccess, including:
i) Managed Firewall: Netscreen 25 w/ VPN access
ii) Managed Switches: xl Cisco 2948g-L3 and x2 Cisco 2950-24's
iii) Managed Tape Backup: 100 GB per month of tape backup with one weekly and daily
incremental backups on 4 servers).
iv) Hardware and System Management: pro-active and predictive analysis of system and
environment performance including, but not limited to:
Q-CareAccess 19
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+ O/S Harding and Performance Tuning.
Application Licensing:
Veritas SQL Hot Back-up Agent 2 Processor Edition
v) One 1) Mbps dedicated Internet Bandwidth.
B. Monitoring requirements:
i) Application Monitoring would include but not be limited to:
Operating Systems Windows)
Response Time 15 m/s threshold before service is down)
ii) Operating System Monitoring/Management
Disk Space Available alert if below 200 MB)
SNMP daemon Up/Down
Monitoring of Security/Application/System Event Logs for errors and
warnings
Memory Monitoring
Monitoring amount memory page hits per second
Monitoring of memory page swapping
Processor Monitoring
Number of Active Threads
Length of Work Queue Threshold 2)
% utilization above 80% investigation as to why)
Any daemon that are requirement by the application can and will be
monitored with the appropriate thresholds
Patch Revisions o/s, web, and continual review of operating system
exploits. All testing of patches will be conducted in the staging
environment prior to implementation into production environment.
Out of Band Management CO-Location Data Center will have out-of-
band management capabilities via console port to be able to address
management from hardware abstraction layer to applications.
Business Continuity through Managed Tape Back-up and Restoration
Weekly full back-ups, daily incremental.
Back-ups will be achieved through Veritas SQL Hot Back-up Agent.
iii) Network Monitoring / Management
Bandwidth utilization / Transfer Rate
Network Availability including latency and packet-loss 30 ms across
SBC IDC backbone, l000`h percent packet-loss)
SNMP polling of all network devices switches, load-balancers)
throughput, CPU processing, memory utilization, numbers of hits/misses,
etc.
iv) Physical Monitoring/Management
Server Hardware proactive/predictive analysis of hardware components
including up/down status and potential failure analysis
Temperature & Humidity via Andover/NetCool Event Handling System
+- 5� of 70� Fahrenheit, +- 10% of 45%)
Fire, Flood, Moisture, Power monitoring
Q-CareAccess 20
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+v) Security Monitoring / Management Physical/Network/Server/Application)
Physical Site Security secured in SBC's Internet Center.
Firewall Management / Monitoring of Firewalls via SBC Security
Network Operations Center. Includes Change Management, Up/Down,
and Performance.
System Security Patch Management and Event Log Monitoring.
Q-CareAccess 21
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+EXHIBIT K
INTELLECTUAL PROPERTY
1) CareAccess Technology: Title to CareAccess Technology excluding the Tools),
including all ownership rights to patents, copyrights, trademarks and trade secrets in connection
therewith shall be the exclusive property of CONTRACTOR. COUNTY hereby acknowledges
that the CareAccess Technology shall not be deemed works made for hire" under the U.S.
Copyright Act 17 U.S.C. 101 et seq.]. COUNTY hereby assigns, transfers and conveys any
and all rights, title and interests; COUNTY may have or accrue in connection with development
or use of the CareAccess Technology, including without limitation) any and all ownership rights
to patents, trademarks, copyrights and trade secrets in connection therewith.
2) COUNTY Materials: Title to COUNTY Materials, including all ownership rights to
patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive
property of COUNTY.
3) Content License: All Content except the User and COUNTY Password) uploaded,
posted or submitted by User on the Third Party Software shall be deemed confidential.
Passwords may be known by CONTRACTOR for the purpose of technical support.
CONTRACTOR will not use, reproduce, create derivative works, display, perform, release,
distribute, sell, and disclose such Content, in whole or in part, in any manner and for any
purpose, and will not allow Third Party Vendors to do so.
4) Authorization: COUNTY hereby represents and warrants that COUNTY has obtained all
necessary authorizations, permissions or licenses from the State or local government to distribute
and provide the COUNTY Data to CONTRACTOR. COUNTY hereby represents and warrants
that COUNTY has the authority to grant the license granted by COUNTY to CONTRACTOR
under this Agreement. COUNTY hereby represents and warrants that use, reproduction, display
and performance of COUNTY data by CONTRACTOR shall not infringe upon or violate any
patent, copyright, trade secrets or trademark rights of any third party or violate any laws,
including without limitation) the United States export laws Export Administration Act, 15 CFR
730-774) and import laws.
5) Confidentiality: The Receiving Party shall not disclose Confidential Information except
to Authorized Persons. The Receiving Party shall hold Confidential Information in confidence
and shall not duplicate, use or disclose Confidential Information except as permitted under this
Agreement. Receiving Party shall require Authorized Persons CareAccess Technical Support)
who receive Confidential Information from the Receiving Party to hold and maintain such
Confidential Information in confidence and not use or reproduce such Confidential Information
except as permitted under this Agreement. The CONTRACTOR Technology excluding the
Tools and CONTRACTOR Technology authorized by CONTRACTOR for access through the
Internet without a Password) shall be deemed Confidential Information of CONTRACTOR.
This Section, Confidentiality," shall survive termination and cancellation of this Agreement.
6) Unauthorized Use: COUNTY shall not directly or indirectly) copy or download the
Third Party Software, or CONTRACTOR Web Site without the prior written consent of
CONTRACTOR. COUNTY shall not modify, reverse engineer, reproduce, display, perform or
distribute, establish a Link to, associate directly or indirectly) itself with, or cause confusion,
Q-CareAccess 22
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
+including without limitation) by framing, metatags or similar means, the Third Party Software,
or CONTRACTOR Web Site and shall not allow the Third Party Software to be reverse
engineered.
7) Unauthorized Access: COUNTY shall prevent any individual to access the Third Party
Software except for individuals and employees of Users authorized to access the Third Party
Software for the exclusive purpose of accessing the areas of the Third Party Software designated
by CONTRACTOR in the exclusive discretion of CONTRACTOR solely for purposes of
viewing, browsing, retrieving, uploading and posting information on the Third Party Software
according to the Documentation during the Term of this Agreement using a Password as may be
required) subject to the terms and conditions of this Agreement.
8) Non-compete: COUNTY hereby acknowledges and agrees that COUNTY will receive
Confidential Information and trade secrets during the Term of this Agreement. COUNTY
acknowledges that CONTRACTOR has a legitimate business interest in placing reasonable
limits on the use of such information. Accordingly, during the Term and for a two-year period
following the Term, COUNTY shall not use the CareAccess Technology directly or indirectly)
to develop, promote, advertise, market, or provide any Web Site similar to or competitive with
the Third Party Vendors.
9) No Contest: COUNTY shall not contest or aid in contesting the ownership or validity of
the copyrights, trademarks, service marks and trade secrets as applicable) of CONTRACTOR in
connection with the Third Party Software.
10) Trademarks: CONTRACTOR shall retain all rights, title, and ownership interests in
trademarks, trade names, service marks and trade dress of CONTRACTOR and goodwill
associated therewith. COUNTY acknowledges that, excepting the trademarks of
CONTRACTOR all other product, service and company names mentioned in the Third Party
Software may be trademarks of their respective owners.
Q-CareAccess 23
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
!+EXHIBIT L
WARRANTIES
1)
Services Warranty: The Services to be provided by CONTRACTOR under this
Agreement shall be performed using reasonable commercial efforts, shall conform to the
standards generally observed in the industry for similar services and shall be subject to
Sections 2) 3,) 4,) 5,) and 6) of this Exhibit L.
2) Third Party Software Warranty: Subject to the terms and conditions of this Agreement,
CONTRACTOR represents and warrants the following:
i)
3)
The Third Party Software will appear and operate in substantial conformance with
best industry standards, and the Third Party Software guidelines set forth herein;
ii) The Third Party Software will be accessible by users of the Internet twenty-four
24) hours per day, seven 7) days per week except for scheduled maintenance
and up to a maximum of 2 hours per year of unscheduled unavailability which is
not caused by COUNTY technology, information or equipment;
iii) CONTRACTOR has full authority to enter into this Agreement;
iv) CONTRACTOR is the owner of or otherwise has the right to use and distribute
the CONTRACTOR Technology and any other materials or methodologies used
in connection with providing the Third Party Software and Services hereunder.
Performance Warranties: Subject to the terms and conditions of this Agreement,
CONTRACTOR represents and warrants the following:
i)
Except as otherwise agreed in writing by the parties, the Third Party Software
shall be accessible to Internet Users twenty four 24) hours per day, seven 7)
days per week, with the exception of scheduled maintenance periods, which shall
last no longer than 2 hours per day and which shall take place each evening
between the hours of 1 a.m. and 3 a.m., Pacific Standard Time, and a maximum of
2 hours of unscheduled unavailability per year which is not caused by technology,
information or equipment provided by COUNTY;
ii) If the server becomes unavailable to Users, other than for scheduled maintenance,
CONTRACTOR shall have qualified personnel respond in the form of a service
call in person to the server location within 1 hour of notification of such
unavailability and shall, to the extent reasonably practical, remedy such
unavailability at such time;
iii) CONTRACTOR agrees to meet the service levels set forth in the Service Level
Agreement SLA") in Exhibit J. CONTRACTOR agrees that in the event of
failure to adhere to the Service Levels set forth therein, COUNTY shall be
entitled to receive, upon COUNTY'S request in accordance with this Agreement,
a Service Credit to COUNTY'S account as described in Section 15 of this Exhibit
L. The Service Level Agreement shall not apply to performance issues a) caused
by factors outside of CONTRACTOR'S reasonable control; b) that resulted from
Q-CareAccess 24
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
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&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
"+any actions or inactions of COUNTY or any third parties that are not under the
sole control of CONTRACTOR; or c) that resulted from COUNTY'S equipment
and/or third party equipment not within the sole control of CONTRACTOR);
iv) CONTRACTOR agrees to monitor detailed predictive reports daily, weekly and
monthly through infrastructure web portal. CONTRACTOR through its third
party provider of the infrastructure, SBC) warrants 99.99% platform availability;
v) CONTRACTOR will provide a copy of customer data upon request either through
electronic mail FTP) or hard media.
The foregoing warranties in Sections 1), 2), and this Section 3) do not cover or extend to
Tools. COUNTY hereby accepts and adopts all third party license terms and conditions and
assumes all of the rights and obligations of such licenses, including any and all warranties and
limitations contained therein.
4) Express Warranties: Except for the CONTRACTOR service warranty in Section 1), the
Third Party Software warranty in Section 2), and the performance warranties in Section
3), COUNTY hereby acknowledges and agrees that CONTRACTOR including officers,
directors, agents, and Associates of CONTRACTOR) has not made or granted any
express warranties concerning the Services, the Third Party Software, or any products
and services offered through the Third Party Software.
5)
Disclaimer: The warranties set forth in sections 1), 2), and 3) are in lieu of all other
warranties, express or implied, including but not limited to, implied warranties of
merchantability and fitness for a particular purpose.
CONTRACTOR, including officers, directors, agents and associates of CONTRACTOR,
hereby disclaims and users hereby waive all warranties, express or implied, including, but
not limited to, all implied warranties of fitness for a particular purpose and all implied
warranties of merchantability, except those set forth in sections 1), 2) and 3).
Except as set forth herein to the contrary, CONTRACTOR does not warrant and users
hereby waive any warranty that use of or access to the Third Party Software by users will
be uninterrupted or error free.
Except as set forth herein to the contrary, CONTRACTOR does not make any warranty
and users hereby waive any and all warranties as to the results obtained from use of the
Third Party Software or as to the accuracy, completeness, timeliness or reliability of the
third party software.
Users hereby acknowledge and agree that use of the internet and Third Party Software
shall be at the sole and exclusive risk of users and subject to the restrictions, terms and
conditions, rules, regulations, policies, applicable laws and codes of conduct governing
the internet, the Third Party Software or otherwise applicable.
6) Limitation of Damages: CONTRACTOR shall not be liable for any loss, consequential,
exemplary, incidental or punitive damages in connection with or relating to i) the use,
performance and operation of the Third Party Software that was caused or related to acts
of others, ii) use, performance or operations of the Internet or use of the Internet by
Users; iii) loss of data; and iv) Content, products and services offered through the Third
Q-CareAccess 25
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
#+Party Software regardless of the form of action, whether in contract or in tort, including
negligence, except the extent attributable to the action or inaction of the CONTRACTOR.
7)
Mutual Indemnification:
i)
CONTRACTOR shall indemnify, defend, and hold harmless COUNTY, its
officers, agents and employees from and against the following:
8)
a) Any and all third party claims and liabilities for compensation together
with any expenses related thereto, including but not limited to damages, court
costs, and attorneys' fees) on account of CONTRACTOR's non-payment for any
work, services, materials, or supplies furnished or supplied by such third parties to
or for CONTRACTOR or CONTRACTOR's subcontractors in connection with
the performance of this Agreement; and
b) Any and all claims, liabilities and losses whatsoever together with any
expenses related thereto, including but not limited to damages, court costs, and
attorneys' fees) occurring or resulting to any person, firm, or corporation for
damage, injury or death, to the extent that such claims, liabilities, or losses arise
out of, are alleged to arise out of, or are connected with the wrongful, willful, or
negligent act or omission of the CONTRACTOR, its officers, employees, agents,
or subcontractors in the performance of this agreement.
ii) COUNTY agrees to indemnify, defend, and hold harmless CONTRACTOR, its
officers, agents and employees from and against the following:
a) Any and all third party claims and liabilities for compensation together
with any expenses related thereto, including but not limited to damages, court
costs, and attorneys' fees) on account of COUNTY's non-payment for any work,
services, materials, or supplies furnished or supplied by such third parties to or for
COUNTY or COUNTY's subcontractors in connection with the performance of
this Agreement; and
b) Any and all claims, liabilities and losses whatsoever together with any
expenses related thereto, including but not limited to damages, court costs, and
attorneys' fees) occurring or resulting to any person, firm, or corporation for
damage, injury or death, to the extent that such claims, liabilities, or losses arise
out of, are alleged to arise out of, or are connected with the wrongful, willful, or
negligent act or omission of the COUNTY, its officers, employees, agents, or
subcontractors in the performance of this agreement.
Integrity: COUNTY hereby represents and warrants that COUNTY Materials and any
and all media provided to CONTRACTOR by COUNTY shall not contain any material
defects, authorization code routines, viruses, disabling routines or Technology or defect
causing failures in the Third Party Software.
9) Infringement: COUNTY shall release, defend, indemnify and hold harmless
CONTRACTOR including officers, directors, agents and Associates of CONTRACTOR)
from and against any and all claims, damages, liability, expenses, fees, costs and attorney
and paralegal fees arising in connection with or relating to any third party claims of
Q-CareAccess 26
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
$+infringement or violation of any ownership rights to patents, copyrights, trademarks or
trade secrets in connection with any use of COUNTY Materials by CONTRACTOR.
COUNTY shall defend and settle at its sole expense all suits or proceeding arising in
connection with any such third party claim. COUNTY shall not enter into any agreement,
which impairs the right of CONTRACTOR to use COUNTY Materials and Links in
accordance with this Agreement. In all events, CONTRACTOR shall have the right to
participate in the defense of any such suit or proceeding through counsel of its own
choosing. If use of COUNTY Materials or Links is disrupted as a result of a third party
claim, CONTRACTOR shall have the right to remove COUNTY Materials or Links as
provided under Section 8). The foregoing remedy shall be non-exclusive and in addition
to any other legal or equitable remedies CONTRACTOR may have or accrue.
10) Contractor's Involvement in Claims/Liti ag tion: If a final judgment from a court of
competent jurisdiction is entered against CONTRACTOR upholding claims that the
CONTRACTOR Technology violates a United States patent, copyright, trade secret or
other proprietary rights of a third party, provided that COUNTY gives CONTRACTOR
prompt written notice of any such claim, permits CONTRACTOR to answer and defend
at CONTRACTOR'S option) such claim or action and provides CONTRACTOR with
such reasonable information, assistance and authority as requested by CONTRACTOR to
assist CONTRACTOR in the defense of such claim or action, CONTRACTOR shall
perform one or more of the following actions as determined by CONTRACTOR) within
one year of the date final judgment in favor of such third party's claim is rendered by a
court of competent jurisdiction:
i)
Modification: Modify the CONTRACTOR Technology to avoid the infringement
without substantially eliminating the functional and performance capabilities of
the CONTRACTOR Technology;
ii) Obtain License: Obtain a license for use of the CONTRACTOR Technology
from the third party claiming infringement for use of the CONTRACTOR
Technology.
CONTRACTOR shall have the right to participate and COUNTY shall permit and authorize
CONTRACTOR to participate in the defense of any such claim or action through legal counsel.
The foregoing remedy does not apply and CONTRACTOR shall have no obligation in
connection with or relating to any third party infringement claim resulting from a) User's
modification of the Third Party Software, b) User's failure to use the Third Party Software
substantially in accordance with the Documentation in effect; c) User's failure to use the most
current release or version of the Third Party Software; d) Users combination, interface,
operation or use of the Third Party Software with the Content or third party Technology
excluding the Tools).
11) Force Majeure: CONTRACTOR shall not be liable for any failure to perform its
obligations under this Agreement or any failure of the Third Party Software because of
circumstances beyond the control of CONTRACTOR which such circumstances shall
include without limitation) natural disaster, terrorism, riot, sabotage, war, any acts or
omissions of any government or governmental authority, declarations of governments,
laws, court orders, transportation delays, power failure, computer failure, failure of
COUNTY computer system, CONTRACTOR System reasonable downtime for routine
maintenance, network problems, telecommunications failure, failure of Users to
Q-CareAccess 27
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
%+cooperate with the reasonable requests of CONTRACTOR, misuse of the Third Party
Software by Users, or a third party and User's breach of their obligations.
12) Compliance: COUNTY shall be solely responsible for i) the truthfulness, accuracy,
integrity, and lawfulness of COUNTY Materials; ii) fulfillment of all orders placed by
Users through the Third Party Software, iii) maintenance of the Third Party Software
subject to the terms and conditions of this Agreement; iv) the products and services
made available to Users; and v) compliance with applicable laws and regulations with
respect COUNTY'S products and services.
13) Laws: CONTRACTOR represents and warrants that the products and services offered
through the Third Party Software shall be lawful. COUNTY represents and warrants that
the Third Party Software shall not be used directly or indirectly) to conduct or solicit the
performance of any business or activity which is tortuous, prohibited by law, or violates
the Policy Statement, any restrictions, terms and conditions, rules, regulations, policies or
laws of any state or federal governmental body or agency, and codes of conduct.
COUNTY shall require Users to comply with the Policy Statement, any restrictions,
terms and conditions, rules, regulations, policies, laws and codes of conduct.
14) Continuation: Excepting Sections 1), 2), and 3) described in first three paragraphs in
this Exhibit L, the terms and provisions of this Exhibit L shall survive termination and
cancellation of this Agreement.
15) Service Credit: shall mean an amount equal to the pro-rata recurring charges for one
monthly billing statement for Services for one 1) day of Service. In the event COUNTY
experiences Downtime, as defined in the SLA, COUNTY shall be eligible to receive
from CONTRACTOR a Service Credit for each Downtime period with a maximum
aggregate Service Credit of one-month's billing charges for all Downtime for incidents
occurring during such month.
i)
Time related to Service Credit requests including Downtime) will be measured
from the issuance of a trouble ticket to trouble resolution. Trouble tickets will be
issued upon COUNTY's call to CONTRACTOR to report Downtime.
COUNTY Must Request Service Credit. In order to receive any of the Service Credits described
in this Section, COUNTY must notify CONTRACTOR within five 5) days from the event
COUNTY becomes eligible to receive a Service Credit. Failure to comply with this requirement
will forfeit COUNTY's right to receive a Service Credit.
Q-CareAccess 28
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
&+EXHIBIT M
PRIVACY POLICY STATEMENT
This is the web site of CareAccess, which is located on the Internet
at https://www.CareAccess-ca.com
Our postal address is
2115 The Alameda
San Jose, California, 95126
We can be reached via e-mail at support,careaccess.org
or you can reach us by telephone at 1-877-COA-WEBB
For each visitor to our Web page, our Web server automatically recognizes no information
regarding the domain or e-mail address.
We collect no information on consumers who browse our Web page. The information we collect
is not shared with other organizations for commercial purposes.
With respect to cookies: We do not set any cookies.
With respect to Ad Servers: We do not partner with or have special relationships with any ad
server companies.
With respect to security:
We always use industry-standard encryption technologies when transferring and
receiving consumer data exchanged with our site.
When we transfer and receive certain types of sensitive information such as financial or
health information, we are using a secure server and will notify visitors through a pop-
up screen on our site.
We have appropriate security measures in place in our physical facilities to protect
against the loss, misuse or alteration of information that we have collected from you at
our site.
If you feel that this site is not following its stated information policy, you may contact us at the
above addresses or phone number.
Q-CareAccess 29
July 1, 2010 to June 30, 2011
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
$10,080-U012
MAINTENANCE-U012
OF-U012
WEBSITES-U012
TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION,-U012
WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
WORK.-U012
AGREEMENT NO. A-11799 - CAREA�
'+EXHIBIT N
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 1st day of July, 2010, by and between MONTEREY
COUNTY, hereinafter referred to as Covered Entity", and Care Access Silicon Valley, Inc.,
hereinafter referred to as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions,"
direct the Department of Health and Human Services to develop standards to protect the security,
confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy
Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby
Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement,
Business Associate may be considered a business associate" of Covered Entity as defined in the
HIPAA Privacy Rule the agreement evidencing such arrangement is entitled agreement for portal
access to third-party software Q") dated July 1, 2010, and is hereby referred to as the
Arrangement Agreement"); and
WHEREAS, Business Associate may have access to Protected Health Information as defined
below) in fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement
Agreement, compliance with the HIPAA Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests
of both Parties.
1. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the
definitions set forth in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions
of this Agreement and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA
Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in
the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of
this Agreement shall control.
The term Protected Health Information" means individually identifiable health information including,
without limitation, all information, data, documentation, and materials, including without limitation,
demographic, medical and financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an individual; or the past,
present, or future payment for the provision of health care to an individual; and that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be used to
identify the individual.
Page 1 of 4
BIB]
40388-U01
AGREEMENT-U02
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A-11799-U02
U02
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AMENDMENTS-U012
TO-U012
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AGREEMENT NO. A-11799 - CAREA�
(+EXHIBIT N
Business Associate acknowledges and agrees that all Protected Health Information that is created or
received by Covered Entity and disclosed or made available in any form, including paper record, oral
communication, audio recording, and electronic display by Covered Entity or its operating units to
Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be
subject to this Agreement.
U. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to use or disclose any Protected Health Information solely: 1) for meeting
its obligations as set forth in any agreements between the Parties evidencing their
business relationship or 2) as required by applicable law, rule or regulation, or by
accrediting or credentialing organization to whom Covered Entity is required to disclose
such information or as otherwise permitted under this Agreement, the Arrangement
Agreement if consistent with this Agreement and the HIPAA Privacy Rule), or the
HIPAA Privacy Rule, and 3) as would be permitted by the HIPAA Privacy Rule if such
use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Arrangement Agreement or any
similar documentation of the business relationship of the Parties), or upon request of
Covered Entity, whichever occurs first, if feasible, Business Associate will return or
destroy all Protected Health Information received from or created or received by
Business Associate on behalf of Covered Entity that Business Associate still maintains in
any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the
information and limit further uses and disclosures to those purposes that make the return
or destruction of the information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides
Protected Health Information received from or created by Business Associate on behalf
of Covered Entity, agrees to the same restrictions and conditions that apply to Business
Associate with respect to such information. In addition, Business Associate agrees to
take reasonable steps to ensure that its employees' actions or omissions do not cause
Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may
use and disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, provided that
as to any such disclosure, the following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that it will be held confidentially and
used or further disclosed only as required by law or for the purpose for which it
was disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has
been breached;
ii) for data aggregation services, if to be provided by Business Associate for
the health care operations of Covered Entity pursuant to any agreements between the
Parties evidencing their business relationship. For purposes of this Agreement, data
aggregation services means the combining of Protected Health Information by Business
Associate with the protected health information received by Business Associate in its
Page 2 of 4
BIB]
40388-U01
AGREEMENT-U02
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A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
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Q)-U02
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FO85769-U03
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MG89556-U03
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15316-U05
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TWO-U012
AGREEMENTS-U012
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A-U012
TOTAL-U012
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PERIOD-U012
JULY-U012
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2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
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&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
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AMOUNTS,-U012
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SIGNIFICANTLY-U012
CHANGE-U012
SCOPES-U012
OF-U012
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AGREEMENT NO. A-11799 - CAREA�
)+EXHIBIT N
capacity as a business associate of another covered entity, to permit data analyses that
relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent use or disclosure
of Protected Health Information other than as permitted in this Agreement. The Secretary of Health and
Human Services shall have the right to audit Business Associate's records and practices related to use
and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms of
the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any use or disclosure of
Protected Health Information which is not in compliance with the terms of this Agreement of which it
becomes aware. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the
manner required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make
Protected Health Information available for amendment and incorporate any amendments to Protected
Health Information in accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule.
In addition, Business Associate agrees to make Protected Health Information available for purposes of
accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to
terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines
that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably
believes that Business Associate will violate a material term of this Agreement and, where practicable,
Covered Entity gives written notice to Business Associate of such belief within a reasonable time after
forming such belief, and Business Associate fails to provide adequate written assurances to Covered
Entity that it will not breach the cited term of this Agreement within a reasonable period of time given
the specific circumstances, but in any event, before the threatened breach is to occur, then Covered
Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately.
V. MISCELLANEOUS
Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not
intend to create any rights in any third parties. The obligations of Business Associate under this Section
shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement
and/or the business relationship of the parties, and shall continue to bind Business Associate, its
agents, employees, contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may
assign its respective rights and obligations under this Agreement without the prior written consent of the
other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to
create any relationship between the Parties other than that of independent parties contracting with each
other solely for the purposes of effecting the provisions of this Agreement and any other agreements
between the Parties evidencing their business relationship. This Agreement will be governed by the
laws of the State of California. No change, waiver or discharge of any liability or obligation hereunder
Page 3 of 4
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
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&-U07
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OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
OF-U012
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TO-U012
ACCESS-U012
THIRD-PARTY-U012
SOFTWARE,-U012
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MUTUAL-U012
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WARRANTY-U012
LIABILITY-U012
PROVISIONS,-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
DIRECTOR-U012
OF-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
ORIGINAL-U012
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AMOUNTS,-U012
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AGREEMENT NO. A-11799 - CAREA�
*+EXHIBIT N
on any one or more occasions shall be deemed a waiver of performance of any continuing or other
obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The parties agree that, in the event that any documentation of the arrangement pursuant to which
Business Associate provides services to Covered Entity contains provisions relating to the use or
disclosure of Protected Health Information which are more restrictive than the provisions of this
Agreement, the provisions of the more restrictive documentation will control. The provisions of this
Agreement are intended to establish the minimum requirements regarding Business Associate's use
and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and
effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails
to comply with the then-current requirements of the HIPAA Privacy Rule, such party shall notify the
other party in writing. For a period of up to thirty days, the parties shall address in good faith such
concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such
thirty-day period, the Agreement fails to comply with the HIPAA Privacy Rule, then either party has the
right to terminate upon written notice to the other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
written above.
COVERED ENTITY: BUSINESS ASSOCIATE:
MONTEREY COUNTY Access iyonV
By:
Title: Elliott Robinson, Director Title: O_
i
S
erv
ces
Dept. of Social & Employment
Date: Date: 6 1
Page 4 of 4
BIB]
40388-U01
AGREEMENT-U02
NO.-U02
A-11799-U02
U02
CAREACCESS-U02
SILICON-U02
VALLEY,-U02
INC.-U02
Q)-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO93915-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
DIRECTOR-U07
OF-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
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SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
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THROUGH-U012
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OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
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TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
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TEN-U012
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AGREEMENT NO. A-11799 - CAREA�
++EXHIBIT 0
ELDER & DEPENDENT ADULT
ABUSE & NEGLECT REPORTING
CERTIFICATION
Care Access Silicon Valley, Inc.
HEREBY acknowledges that this contract for services will bring CONTRACTOR in
contact with elders or dependent adults, and that CONTRACTOR has received from
COUNTY a copy of Welfare & Institutions Code Section 15659 as required by the Elder
Abuse and Dependent Adult Civil Protection Act Welfare & Institutions Code Sections
15600, et seq). CONTRACTOR certifies that it has knowledge of the provisions of the
Act, and will comply with its provisions which define a mandated reporter, and requires
that reports of abuse or neglect be made by a mandated reporter when, in his or her
professional capacity, or within the scope of his or her employment, he/she observes or
has knowledge of an incident that reasonably appears to be physical abuse, abandonment,
isolation, financial abuse, or neglect.
CONTRACTOR further gives assurance that all of its employees, consultants, and agents
performing services under this Agreement, who are mandated reporters under the Act,
sign statements indicating thatrthey know of and will comply with the Act's reporting
requirements.
Dat
Attachment: Welfare & Institutions Code Section 15659
Elder/Adult Abuse Reporting
During Regular Business hours 831) 755-3403
After hours Call 911
BIB]
40388-U01
AGREEMENT-U02
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U02
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&-U012
EMPLOYMENT-U012
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HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
TOTAL-U012
AMENDMENTS-U012
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EXCEED-U012
TEN-U012
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AMENDMENT NO.1 CAREACESS SILIj� �COUNTY OF MONTEREY
AMENDMENT #I TO AGREEMENT #A-11799
CareAccess Silicon Valley, Inc.
This Amendment is made and entered into by and between the County of Monterey, a
political subdivision of the State of California, hereinafter, COUNTY"), and
CareAccess Silicon Valley, Inc. hereinafter, CONTRACTOR").
This Amendment modifies the agreement for the provision of portal access and
maintenance to third-party software Q"-CH Mack), between the parties executed on
July 29, 2010, hereinafter, Original Agreement by adding $210 to extend services,
and extending the contract term through September 30, 2011, increasing the total
contract amount to $4,830. Therefore, the parties agree:
1. Section 1 of the Original Agreement is amended to read as follows:
1. SERVICES TO BE PROVIDED: The County hereby engages
CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the
services described in Exhibit AA, in conformity with the terms of this
Agreement. The services are generally described as follows: Provide portal
access and maintenance to third-party software Q"-CH Mack).
2. Section 2 of the Original Agreement is amended to read as follows:
2. PAYMENTS BY COUNTY: COUNTY shall pay the CONTRACTOR in
accordance with the payment provisions set forth in Exhibit AA, subject to the
limitations set forth in this Agreement. The total amount payable by COUNTY to
CONTRACTOR under this agreement shall not exceed the sum of $4,830.
3. Section 3 of the Original Agreement is amended to read as follows:
3. TERM OF AGREEMENT: The term of this Agreement is from July 1, 2010
to September 30, 2011, unless sooner terminated pursuant to the terms of this
Agreement. This Agreement is of no force or effect until signed by both
CONTRACTOR and County and with County signing last, and CONTRACTOR
may not commence work before County signs this Agreement.
4. Section 4 of the Original Agreement is amended to read as follows:
4. ADDITIONAL PROVISIONS/EXHIBITS: The following attached exhibits
are incorporated herein by reference and constitute a part of this agreement:
Exhibit AA Scope of Services
Exhibit C Background/Definitions
Exhibit D Third Party Software Selection
Exhibit E Licensed Q" Continuum End Users
CareAccess Silicon Valley, Inc.
Amendment #1 to Agreement #A-11799
Page 1 of 2
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AMENDMENT NO.1 CAREACESS SILIj� �Exhibit FF Budget
Exhibit G Monthly Claim Form
Exhibit H Notification of Change Form
Exhibit I Identified Subcontractors
Exhibit J Service Level Agreement
Exhibit K Intellectual Property
Exhibit L Warranties
Exhibit M Privacy Policy Statement
Exhibit N HIPAA Business Associate Agreement
Exhibit 0 Elder Abuse Reporting Certification
5. Exhibits A and F of the Original Agreement are rescinded and replaced by
Exhibits AA and FF, attached.
Subject to the foregoing amendment, all other terms and conditions of the Original
Agreement shall remain in full force and effect.
If there is any conflict or inconsistency between provisions of this amendment and the
Original Agreement, the provisions of this amendment shall control in all respects.
IN WITNESS HEREOF, the parties hereby execute this amendment as follows:
COUNT M NT REY:
B
y:
Elliott C. Robinson
Director, DSES
Date: 6113/1
CONTRACTOR:
CareAccess Silicon Valley, Inc.
By: 2, 6- W-
StelAen Schmoll, CEO
Date: /1/IL
Kimberly Mlhrlar, CFO
Date: 1 iI
Auditor-Cdntrolldi-PA Office
Date: r~`
Date:
CareAccess Silicon Valley, Inc.
Amendment #1 to Agreement #A-11799
Page 2 of 2
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40955-U01
AMENDMENT-U02
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AMENDMENT NO.1 CAREACESS SILIj� �SCOPE OF SERVICES
Q
CAREACCESS, SILICON VALLEY, INC.
July 1, 2010 to September 30, 2011
1. CONTRACTOR INFORMATION
Contractor Name:
Contractor Contact:
CareAccess Silicon Valley, Inc.
2115 The Alameda
San Jose, California 95126
EXHIBIT AA
Manuel Altamirano, Chief Operating Officer
CareAccess
408) 350-3295 telephone)
408) 590-2939 cell)
408) 249-8918 fax)
maltamirano(&_scccoa. org
Primary County Contact: Ethan Hurley, MA II
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite A
Salinas, CA 93905
831) 755-3425 telephone)
831) 783-7021 fax)
co.montereyca_us
hurleye(&
County Software Contact: Bob Huss, Senior DISC
Monterey County Department of Social and
Employment Services
713 La Guardia Street, Suite H-8
Salinas, CA 93905
831) 783-7026 telephone)
hussr@,co.monterey.ca.us
Term of Agreement: July 1, 2010 to September 30, 2011
H. SERVICES TO BE PROVIDED:
The CONTRACTOR shall provide access to the CareAccess Portal 24 hours a day for up to 13
COUNTY users for the contract period July 1, 2010 to September 30, 2011.
2.01 CONTRACTOR Services: CONTRACTOR shall implement the Third Party Software
identified in Exhibit D of this Agreement. CONTRACTOR shall provide Services to COUNTY
pursuant to this Exhibit AA, including:
i)
Access to the CareAccess VPP: CONTRACTOR shall provide access to the
CareAccess VPP 24 hours a day for up to 13 COUNTY users for the contract period
July 1, 2010 to September 30, 2011.
Q-CareAccess 1
July 1, 2010 to September 30, 2011
BIB]
40955-U01
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CAREACESS-U02
SILICON-U02
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TO-U012
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TO-U012
AGREEMENTS,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
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EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
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CHANGE-U012
THE-U012
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AMENDMENT NO.1 CAREACESS SILIj� �ii) Development Support: From time to time, COUNTY may request Additional
Enhancements" which are not included in the current public release version of the
Licensed Software. CONTRACTOR will coordinate its best efforts to include such
enhancements under a separate Statement of Work" to be developed and agreed
between the portal members.
2.02 Assurances: Each party hereby represents and warrants that all representations,
warranties, recitals, statements and information provided to each other under this Agreement are
true, correct, and accurate to the best of their knowledge.
2.03 Scope: In the event of any conflict between the terms of this Agreement and the terms of
any Third Party Software Agreement accessed through the CareAccess VPP, the terms of this
Agreement shall govern.
2.04 Entire Agreement: The Third Party software Agreement, together with any schedules,
appendices, and other attachment thereto or other agreements including this Agreement) which
are specifically incorporated therein as part of the Third Party software shall constitute the entire
agreement between COUNTY and CONTRACTOR with respect to the matters referred to
therein and shall supersede all proposals, oral and written, and all other communications between
the parties in relation to the subject matter of such Third Party software Schedule identified in
Exhibit D which have not otherwise been incorporated in writing as a part of such Third Party
software identified in Exhibit D. In all applications, though, in the event of any conflict between
this Agreement and any provision of a Third Party Agreement, the provision of this Agreement
shall control.
2.05 Personnel: The personnel assigned to perform Services shall be determined by Third
Party Vendor and CONTRACTOR. COUNTY hereby acknowledges and agrees that
CONTRACTOR may engage independent contractors, as identified in Exhibit I, to perform the
Services on behalf of CONTRACTOR.
2.06 Access to COUNTY Data: COUNTY hereby authorizes CONTRACTOR to access the
COUNTY'S materials and information data for purpose of performing this Agreement.
COUNTY shall allow one CONTRACTOR administration profile to exist on county database for
the purpose of technical support. Such access shall be subject to the confidentiality provisions
hereunder and independent contractors shall sign confidentiality agreements.
2.07 COUNTY Cooperation: COUNTY hereby acknowledges that successful performance by
CONTRACTOR of the Services shall require COUNTY to cooperate with CONTRACTOR in
good faith and to provide information as may be requested by CONTRACTOR from time to
time. COUNTY hereby agrees to provide such good faith cooperation and information.
2.08 Schedule: The Support Services shall be offered Monday through Friday, from 8:00 am
to 5:00 pm, excluding Christmas Day, Thanksgiving Day, and New Years Day).
2.09 Facilities: The Services shall be performed at the facilities of SBC Communications,
located in Irvine, California, unless otherwise reasonably required.
2.10 Data Storage: Exhibits I and J provide the specifications for the site location of
CONTRACTOR'S servers and databases. Data will be stored a minimum of 5 years.
Q-CareAccess 2
July 1, 2010 to September 30, 2011
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40955-U01
AMENDMENT-U02
NO.1-U02
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LI21329-U03
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PERIOD-U012
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3)-U012
AMENDMENTS-U012
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AGREEMENTS,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
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AMENDMENT NO.1 CAREACESS SILIj� �2.11 Backup and Usage Information: CONTRACTOR shall backup the Third Party software
using commercially reasonable backup procedures as described in Exhibit C, Section II., Number
12. CONTRACTOR shall manage the recordation of monthly reports detailing:
i)
All information reflecting access and usage of the Third Party software
including, but not limited to, audited and unaudited visits; and
ii) All available information about users of the Third Party software shall maintain
strict confidentiality and adhere to all privacy and data protection laws
applicable to the gathering, processing, storing, and transmitting of such
information.
Back up data will be stored by the following method(s): Two electronic/computer generated
copies stored in separate locations, using application language capable of data recovery.
iii) Data can be accessed by the following method: via the CareAccess FTP site for
downloads on a monthly basis, or other scheduled periods.
iv) Back-up data will be stored both on-site and off-site at the location identified in I.
Data will be backed up at the end of each business day.
2.12 Security Certificate: CONTRACTOR'S Services shall include issuance to COUNTY of
a Secure Sockets Layer SSL) certificate or other equivalent security certificate to enable secure
and encrypted communications between Users and the Third Party software. CONTRACTOR
hereby acknowledges that all such security certificates are provided by third party certificate
authorities.
2.13 Passwords: COUNTY hereby acknowledges and agrees that access to certain areas of
Third Party software as determined by CONTRACTOR) shall be subject to use of a Password
mutually agreeable to COUNTY and CONTRACTOR. COUNTY acknowledges that
CONTRACTOR shall not provide full or administrative access to the Third Party software or the
hosting equipment. Access to the Third Party software shall be determined in the exclusive
discretion of CONTRACTOR. Modification of COUNTY Password shall be subject to approval
of CONTRACTOR. In the event COUNTY is enabled to issue passwords to Users User
Passwords") for accessing the Third Party software, CONTRACTOR shall have the right to
access such User Passwords and COUNTY shall cooperate with CONTRACTOR in providing
information to CONTRACTOR in connection with such User Passwords for purposes of
operating and maintaining the Third Party software. CONTRACTOR shall maintain all
password information in strict confidence. COUNTY hereby accepts responsibility for, and shall
be liable for, all access to the Third Party software in connection with User and COUNTY
Passwords. COUNTY shall be responsible for the confidentiality of the COUNTY Password.
COUNTY shall be responsible for maintenance of COUNTY Passwords.
2.14 Access to Third Party Software: COUNTY hereby acknowledges and agrees that access
to the Third Party Software may be affected by local market telecommunication network activity,
capacity and compatibility with third party communication equipment, Internet access software
and browser. CONTRACTOR hereby disclaims and COUNTY hereby waives any and all
CONTRACTOR responsibility for any Defect or service interruption in connection with local
market telecommunication network activity, capacity and compatibility with third party
Q-CareAccess 3
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AMENDMENT-U02
NO.1-U02
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AMENDMENT NO.1 CAREACESS SILIj� �communication equipment, Internet access software and browsers outside of CONTRACTOR'S
control.
2.15 Privacy Policy Statement: CONTRACTOR shall comply with the Policy Statement,
attached hereto as Exhibit O.
2.16 Exclusivity: COUNTY hereby acknowledges and agrees that CONTRACTOR shall be
the exclusive provider of VPP access hosting for the Third Party Software. The Third Party
Software shall be accessed exclusively by COUNTY for purposes of performing this Agreement.
In no event shall COUNTY use third parties or permit third parties to access the Third Party
Software for purposes of performing any services concerning the Third Party Software including
without limitation) third party Internet service providers, web designers, solution providers, or
third-party advertising management services in connection with the Third Party Software
vendors.
2.17 Contact Person: CONTRACTOR and COUNTY shall each designate a principal contact
person who shall act as a liaison between CONTRACTOR and COUNTY and who shall have
sufficient authority to grant or communicate the granting of all necessary approvals.
2.18 Current Technology: CONTRACTOR represents and warrants that during the Term of
this Agreement, and any renewals thereof, CONTRACTOR shall continually use and integrate
the most current and up to date technology utilized by other users of the same version of the
Third Party Software into the Third Party Software, provided it does not limit COUNTY'S
access to this technology.
2.19 Telephone Support: CONTRACTOR shall make available reasonable telephone support
to COUNTY'S personnel to assist them in utilizing the CONTRACTOR'S VPP and third Party
Licensed Software during the hours of 8:00 a.m. to 5:00 p.m. USA Pacific Time on weekdays
exclusive of holidays).
2.20 Development Support: From time to time, COUNTY may request additional
enhancements which are not included in the current public release version of the Licensed
Software. CONTRACTOR will coordinate its best efforts to include such enhancements under a
separate Statement of Work to be developed and agreed between the portal members.
2.21 Termination Without Cause: Either party may terminate this Agreement by providing
ninety 90) days advance written notice of termination to the other party.
2.22 Cancellation With Cure: If either party violates its obligations under this Agreement or a
Service, the other party may cancel the Agreement or such Service because of breach by sending
written notice of cancellation to the other party describing the noncompliance to the non-
complying party. Upon receiving such cancellation notice, the non-complying party shall have
thirty 30) days from the date of such notice to cure any such noncompliance. If such
noncompliance is not cured within the required thirty-day period, the party providing
cancellation notice shall have the right to cancel this Agreement or the Service Order as of the
thirty-first day after the date of such cancellation notice as specified in such cancellation notice.
2.23 Termination of Contract: Upon termination of the Agreement, COUNTY shall have
thirty 30) days to transfer data to another location.
Q-CareAccess 4
July 1, 2010 to September 30, 2011
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AMENDMENT NO.1 CAREACESS SILIj� �2.24 Nonpayment: Notwithstanding previous Section 2.22, Cancellation with Cure,"
COUNTY'S failure to pay an invoice when due shall be sufficient cause for cancellation of this
Agreement and any Service by CONTRACTOR as provided hereunder. CONTRACTOR shall
exercise such right of cancellation by submitting Nonpayment Notice to COUNTY. Upon
receipt of Nonpayment Notice, COUNTY shall have thirty 30) days to cure the nonpayment. If
COUNTY fails to cure the nonpayment within the required thirty-day period, CONTRACTOR
shall have the right to cancel the Agreement and any and all Service as of the thirty-first day after
the date of the Nonpayment Notice.
2.25 Effect of Termination: Termination or cancellation of this Agreement shall terminate or
cancel as the case may be) this Agreement and each Service Order. Termination or cancellation
of a Service shall terminate or cancel as the case may be) such Service only.
2.26 Removal: COUNTY hereby acknowledges and agrees that CONTRACTOR shall have
the right to remove so long as such component is promptly replaced with a component of
comparable quality and functionality) or modify a particular component or service, including
without limitation) the Tools, for any reason, including without limitation) in the event use of
such components is challenged or opposed by a third-party.
2.27 Access upon Termination: Upon termination or cancellation of this Agreement by
CONTRACTOR, COUNTY shall immediately cease and desist any and all access to and attempt
to access the Third Party Software, unless COUNTY enters into new and separate Agreements
with the Third Party providers.
2.28 Litigation Expense: In the event of litigation or arbitration arising out of this Agreement,
each party shall pay its own costs and expenses of litigation or arbitration.
Q-CareAccess 5
July 1, 2010 to September 30, 2011
BIB]
40955-U01
AMENDMENT-U02
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AMENDMENT NO.1 CAREACESS SILIj� �EXHIBIT FF
PAYMENT PROVISIONS/BUDGET
L PAYMENT PROVISIONS
A. PORTAL SUBSCRIPTION FEE:
COUNTY shall pay CONTRACTOR the Portal Subscription Fee as follows:
a) Portal Access Subscription Fee of $35.00 per month per User for up to eleven 11) licensed
users, as identified in Exhibit E, to access the Q Continuum software.
b) Two 2) licensed users, who will use the Portal to access both MSSP/Linkages Q
Continuum) and APS AACTS) software, shall not be billed under this contract for the period
from July 1, 2010 to September 30, 2011.
c) The bill submitted by CONTRACTOR each month will be compared to actual users. Portal
access fees shall be determined by the actual number of identified users during the billing
period. Payment of the current bill will reflect usage for the month billed.
Up to thirteen 13) licensed users may utilize this contract, although portal fees will be claimed
for only eleven 11). In addition, Identified users shall be identified by Worker Number on
Exhibit E. If more than one person utilizes a worker number during the billing period, billing
will occur for only one worker number.
IL AUDITING
CONTRACTOR shall have the right at a time and place reasonably acceptable to COUNTY and
CONTRACTOR but in no event more than once per year, to audit the Third Party Software,
COUNTY'S, records, data and correspondence and any other information as reasonably
necessary, related to the Third Party Software for purposes of validating the accuracy of fees
due CONTRACTOR under this Agreement. The audit shall be conducted at CONTRACTOR'S
sole cost and expense.
III. BUDGET
Portal Access Fees
Monthly portal access fee, per identified Q User: $35.00
Maximum Number of Identified Q Users: 11
Total Monthly Portal Access Fees $35.00/user x 11 users): $385.00
Number of Months: 12 months
Total Access Fees: $385.00 p/m x 12 months): $4,620.00
Q-CareAccess 6
July 1, 2010 to September 30, 2011
BIB]
40955-U01
AMENDMENT-U02
NO.1-U02
CAREACESS-U02
SILICON-U02
VALLEY,-U02
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89584-U03
AI93410-U03
DO109753-U03
C5-U03
AGREEMENTS-U03
2/16/2012-U04
MARCELLAC-U04
15316-U05
6-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
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TO-U07
EXECUTE-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
7/14/2010-U011
TWO-U012
AGREEMENTS-U012
CAREACCESS-U012
SILICON-U012
VALLEY,-U012
INC.-U012
A-U012
TOTAL-U012
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$10,080-U012
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WEBSITES-U012
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PROVISIONS,-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2010-U012
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JUNE-U012
30,-U012
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B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
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EMPLOYMENT-U012
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OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENTS,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
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AMOUNTS,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPES-U012
OF-U012
WORK.-U012
AMENDMENT NO.1 CAREACESS SILIj� �Portal Access Fees
Monthly portal access fee, per identified Q User: $35.00
Maximum Number of Identified Q Users: 2
Total Monthly Portal Access Fees $35.00/user x 2 users): $70.00
Number of Months: 3 months
Total Access Fees: $70.00 p/m x 3 months): $210.00
TOTAL: $4,830.00
The maximum amount to be paid by COUNTY to CONTRACTOR under this contract shall not
exceed four thousand, eight hundred and thirty dollars $4,830.00).
Q-CareAccess 7
July 1, 2010 to September 30, 2011
BIB]
40955-U01
AMENDMENT-U02
NO.1-U02
CAREACESS-U02
SILICON-U02
VALLEY,-U02
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
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AS89584-U03
AI93410-U03
DO109753-U03
C5-U03
AGREEMENTS-U03
2/16/2012-U04
MARCELLAC-U04
15316-U05
6-U06
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511-DSS-U08
OLDS-U09
ANNA-U09
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7/14/2010-U011
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AGREEMENTS-U012
CAREACCESS-U012
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