Loading...
HomeMy WebLinkAboutP-21-285 Nancy Miller Callahan.pdf333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-21-285 August 3, 2021 Nancy Miller Callahan (IDEA Consulting) 2108 Alameda Ave. Davis, CA 95616 The County of Fresno (County) hereby contracts with Nancy M Callahan (Contractor) to provide consulting activities to promote culturally and linguistically appropriate, integrated, behavioral health services in accordance with the text of this agreement, Attachment “A”, and Attachment “B” by this reference made a part hereof. TERM: This Agreement shall become effective July 19, 2021 and shall remain in effect through June 30, 2022. EXTENSION: This Agreement may be extended for one (1) additional year period by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “A” attached, at the rates set forth in Attachment “A”. ORDERS: Orders will be placed on an as-needed basis by Department of Behavioral Health under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Forty Thousand Dollars ($40,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. PROCUREMENT AGREEMENT NUMBER: P-21-285 Page 2 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN- DRAFT 2.DOCX DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to immediately terminate this Agreement upon written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. PROCUREMENT AGREEMENT NUMBER: P-21-285 Page 3 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN- DRAFT 2.DOCX C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health, Elizabeth Barreneche, 1925 E. Dakota Ave., Fresno, CA 93726, or email dbhcontractedservicesdivision@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. PROCUREMENT AGREEMENT NUMBER: P-21-285 Page 4 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN- DRAFT 2.DOCX Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment "A" and Attachment “B”), (2) Attachment "A", and (3) Attachment “B”. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. PROCUREMENT AGREEMENT NUMBER: P-21-285 Page 5 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN- DRAFT 2.DOCX Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Bryan Hernandez, Purchasing Analyst, at 559 600-7117 or bhernandez@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:BH PROCUREMENT AGREEMENT NUMBER: P-21-285 Attachment Page 1 of 4 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN-DRAFT 2.DOCX ATTACHMENT "A" SUMMARY OF SERVICES ORGANIZATION: Nancy Miller Callahan (I.D.E.A. Consulting) ADDRESS: 2108 Alameda Ave, Davis, CA 95616 TELEPHONE: (530) 758-8815 CONTACT: Nancy Miller Callahan EMAIL: ncallahan.idea@gmail.com CONTRACT: Consulting activities to promote culturally and linguistically appropriate, integrated, behavioral health services CONTRACT TERM: July 19, 2021 to June 30, 2022 DESCRIPTION OF SERVICES Provide ongoing support, mentoring, and collaboration to continually promote and strengthen the delivery of culturally-sensitive services in Fresno County. I.D.E.A. Consulting will provide the consulting activities to promote culturally- and linguistically-appropriate, integrated, behavioral health services to improve access for persons from various race/ethnicity groups; across all ages; veterans and their families; individuals who are Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ+); persons released from jail and their families; and other diverse cultures: • Meet with Behavioral Health managers to identify the key issues to include in the development and implementation of the Culturally Responsive Plan (CRP); • Plan and facilitate staff and stakeholder groups to identify key issues of access, quality, and outcomes for various identified cultural groups receiving Behavioral Health services and to discuss potential solutions for meeting those identified needs; • Conduct Access Studies to identify cultural needs and improve services (plan, develop, design, implement, analyze data, and evaluate effectiveness and outcomes); • Draft and update the Fresno County Behavioral Health CRP Plan and obtain input into the final CLC Plan; • Develop training materials, identify training resources, and coordinate training activities for staff and stakeholders in conjunction with the Ethic Services Manager to reduce stigma and promote the delivery of culturally-sensitive services, including use of interpreters; • Develop strategies for hiring bilingual, bicultural staff; • Coordinate planning activities and implementation activities to continually improve services and outcomes; • Design the CHC Committee agenda and format for ensuring ongoing sustainability of the CHC activities developed and outlined in the CRP; • Attend CHC committee and subcommittee meetings, as needed, to support implementation of the CRP and meet identified objectives; and • Other activities as identified by the Ethic Services Manager to support CHC activities. PROCUREMENT AGREEMENT NUMBER: P-21-285 Attachment Page 2 of 4 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN-DRAFT 2.DOCX BUDGET SUMMARY ORGANIZATION: Nancy Miller Callahan (I.D.E.A. Consulting) SERVICES: Consulting activities to promote culturally- and linguistically appropriate, integrated, behavioral health services CONTRACT TERM: July 19, 2021 to June 30, 2022 CONTRACT TOTAL: $40,000 Budget Category Amount Consultation activities: Consultant rate is $125 per hour Consultant research assistants’ rate is $90 per hour Total $40,000.00 PROCUREMENT AGREEMENT NUMBER: P-21-285 Attachment Page 3 of 4 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN-DRAFT 2.DOCX ATTACHMENT "B " BUSINESS ASSOCIATE AGREEMENT (a) Consultant shall comply with, and assist the County in complying with, the confidentiality, privacy, and security requirements of the federal Confidentiality of Substance Use Disorder Patient Records law and regulations, 42 USC §290dd-2 and 42 CFR Part 2 (collectively, “Part 2”); the Health Insurance Portability and Accountability Act (including but not limited to 42 U.S.C. 1320d et seq.; “HIPAA”) and its implementing regulations (including but not limited to 45 CFR Parts 142, 160, 162, and 164); and the privacy and security requirements of the Health Information Technology for Economic and Clinical Health Act (“HITECH”). Terms used but not otherwise defined in this Addendum shall have the same meaning as those terms used in the corresponding regulation. (b) Consultant is a Qualified Service Organization (QSO) under Part 2 and must agree to certain mandatory provisions regarding the use and disclosure of substance abuse treatment information: 1) To the extent that in performing its services for or on behalf of County, Consultant uses, discloses, maintains, or transmits protected health information that is protected by Part 2, Consultant acknowledges and agrees that it is a QSO for the purpose of such federal law; acknowledges and agrees that in receiving, storing, processing or otherwise dealing with any such patient records, it is fully bound by the Part 2 regulations; and, if necessary will resist in judicial proceedings any efforts to obtain access to patient records except as permitted by the Part 2 regulations. 2) Notwithstanding any other language in this Agreement, Consultant acknowledges and agrees that any patient information it receives from County that is protected by Part 2 is subject to protections that prohibit Consultant from disclosing such information to agents or subcontractors without the specific written consent of the subject individual. 3) Consultant acknowledges that any unauthorized disclosure of information under this section is a federal criminal offense. (c) Except as otherwise limited in this Addendum, Consultant may use or disclose Protected Health Information to perform functions, activities, or services for or on behalf of the County as specified in this Addendum, provided that such use or disclosure would not violate the regulation with which the County complies. (d) Consultant shall not use or further disclose Protected Health Information other than as permitted or required by this Addendum, or as required by law. (e) Consultant shall use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Addendum. (f) Consultant shall report to the County any use or disclosure of the Protected Health Information not provided for by this Addendum. (g) In the case of a breach of unsecured Protected Health Information used or maintained by Consultant, Consultant shall adhere to the notification requirements outlined in HITECH, Part I, Section 13402, including the requirement that Consultant notify the County of a breach within ten (10) calendar days after discovery of the breach. It is the responsibility of the County to notify individuals affected by a breach of unsecured Protected Health Information that is discovered by Consultant, as outlined in HITECH, Part I, Section 13402. For the purposes of this Addendum, “unsecured Protected Health Information” is protected health information that has not been rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified in guidance by the Secretary of the U.S. Department of Health and Human Services. PROCUREMENT AGREEMENT NUMBER: P-21-285 Attachment Page 4 of 4 Nancy M Callahan August 3, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-285 NANCY MILLER CALLAHAN\CONTRACTS\P-21-285 NANCY MILLER CALLAHAN-DRAFT 2.DOCX (h) Consultant shall mitigate, to the extent practicable, any harmful effect that is known to Consultant as a result of a use or disclosure of Protected Health Information by Consultant, which is in violation of the requirements of this Agreement. (i) Consultant shall ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, created, or received by Consultant on behalf of the County, agrees to the same restrictions and conditions that apply through this Agreement to Consultant with respect to such information. (j) Consultant shall provide access, at the request of the County, and in the time and manner designated by the County, to Protected Health Information in a Designated Record Set; this Protected Health Information will be released to the County or, as directed by the County, to an Individual, in order to meet the requirements under 45 CFR Section 164.524. (k) Consultant shall make any amendment(s) to Protected Health Information in a Designated Record Set that the County directs, pursuant to 45 CFR Section 164.526, at the request of the County or an Individual, and in the time and manner designated by the County. (l) Consultant shall document such disclosures of Protected Health Information and information related to such disclosures as would be required for the County, to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Section 164.528. (m) Consultant shall provide to the County or an Individual, in the time and manner designated by the County, information collected in accordance with subsection (j), to permit the County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Section 164.528. (n) Consultant shall make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Consultant on behalf of the County, available to the County; or at the request of the County, to the Secretary of the United States Department of Health and Human Services (“Secretary”), in a time and manner designated by the County or the Secretary, for purposes of the Secretary determining the County’s compliance with the regulation. (o) A breach by Consultant of any provision of this Addendum, as determined by County, shall constitute a material breach of the contract and shall provide grounds for immediate termination of the Contract by the County. (1) Except as provided in subparagraph (2) of this section, upon termination of this Addendum for any reason, Consultant shall return or destroy all Protected Health Information received from the County, or created or received by Consultant on behalf of the County. This provision shall apply to Protected Health Information that is in the possession of subcontractor or agents of the Consultant. Consultant, its agents and subcontractor shall retain no copies of the Protected Health Information. (2) In the event that Consultant determines that returning or destroying the Protected Health Information is infeasible, Consultant shall provide to the County notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that the return or destruction of Protected Health Information is infeasible, Consultant shall extend the protections of this Addendum to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Consultant, or any of its agents or subcontractor, maintains such Protected Health Information. (p) The Parties agree to take action to amend this Agreement from time to time as is necessary for the County to comply with the requirements for confidentiality, privacy, and security regulations.