HomeMy WebLinkAbout26022COUNTY OF FRESNO
PURCHASING
DATE: 31261201 0
THIS EXTRACTIS FOR REFERENCE AND INFORMATIONAL PURPOSES ONLY. ALL BUSINESS AND MANAGEMENTDECISIONS MUST
BE GOVERNED BY THE UNDERLYING CONTRACT, ANY QUESTIONS MUST IN(XUDE THE CONTRACT NUMBER AND BE ADDflESSED
r TO THE COWS PURCHASING OFFICE AT4567110.
CONTRACT NUMBER: P-10-157-H VENDOR NUMBER 00MMOn5
CONTRACT TITLE Psychlstric Recrulbwnt Senkc6 NAME /ADDRESS Mal Source Consultants
300 Main Street, 7th Floor
CONTRACT PERIOD: 312412010 thru 121311~012 zKXUMMULnPLE Stamford, CT 06901
USING AGENCIES: Dept of Behavioral Health REPRESENTATIVE: Dawn Pascale
TELEPHONE: (800) 575-2880 x 31 0
FAX: (209) 3240545
TERMS: EMAIL:
DELIVERY TERMS:
DELIVERY TIME:
BUYER: H - Pablcra J Fkhly
CONTRACT VALUE $25,000.00 Maximum
LOCATION:
BOARlYWlOUWSTATE CONTRACT WO:
REQUISITION NO'S:
5E31009611
EIM Cmcdml0" wefmca ~~ ~short~em TIC- ~~IIIZMO
Ow- Omm Cods 444
Om Orno REPORTS: None
Org: 58302666
SUDorsades
COMMODITIES, SERVICES OR MAINTENANCE COVERED UNDER THIS ACTION:
For Psychiatrist to provide psychiatric se~ces to palienwdients, as well as dtional se~ces required by County. See attached Agreement
SPECIAL CONDITIONS FOR USE:
'AUTOMATIC RENEWAL: In the absence of notifbEon fm vendor to Purchasing, or instructions fm County depawent to Purchasing, this
Agreement will automatically renew for one year on January 1,201 1 and January 1,2012.
jeb P-lDl!Z+I A~x3sRepoft Extrad Page 1 d 1
AGREEMENT
I This Agreement is made and entered 7 into thi day ON~RCL ,2010 by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
, referred to as "COUNTY", and with MedSource Consultants, a sole proprietorship, and collectively
hereinafter referred to as "CONTRACTOR".
WITNESSETH:
WHEREAS, COUNTY, through its Department of Behavioral Health has a need for licensed
I psychiatrists in order to provide psychiatric services to patients/clients, as well as additional services
required by COUNTY as stated herein; and
WHEREAS, CONTRACTOR is able and willing to provide licensed psychiatrists needed by
COUNTY.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. SERVICESIRESPONSIBILITIES
CONTRACTOR shall perform all services and hlfill all responsibilities as identified in
this Agreement and Exhibit A, attached hereto and by this reference incorporated herein.
2. TERM
This Agreement shall become effective upon execution by both parties and shall
terminate on the 3 1st day of December, 2010.
This Agreement shall automatically be extended for two (2) additional twelve (12)
month periods upon the same terms and conditions herein set forth, unless written notice of non-
renewal is given by CONTRACTOR, COUNTY, or COUNTY'S Department of Behavioral Health's
(DBH's) Directors or the designees not later than thirty (30) days prior to the close of the current
Agreement term.
3. TERMINATION
A. Non-Allocation of Funds - The terns of this Agreement, and the services to be - - - - -- - --
provided thereunder, are con%hgent on the approvalof funds by the appropriating government agency.
COUNTY OF FRESNO
Fresno. CA
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the
COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the
COUNTY of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of the
CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under
this Agreement, which in the judgment of the COUNTY were not expended in accordance with the
terms of this Agreement. The CONTRACTOR shall promptly refimd any such hds upon demand or,
at the COUNTY'S option, such repayment shall be deducted from future payments owing to
CONTRACTOR under this Agreement.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by either CONTRACTOR or COUNTY or COUNTY's Department of
Behavioral Health Director or designee upon the giving of thirty (30) days advance written notice of
an intention to terminate.
4. COMPENSATION
COUNTY agrees to pay and CONTRACTOR agrees to accept the compensation for a
successful Psychiatrist placement in accordance with this Agreement and Exhibit A. COUNTY agrees
to pay CONTRACTOR Twenty- Five Thousand and No/100 Dollars ($25,000.00) for a qualified
permanent Psychiatrist who is licensed to practice in the State of California and is Board Certified (or
is Board eligible) referred by CONTRACTOR and is hired and placed as a permanent staff
psychiatrist by the COUNTY. Additional criteria for psychiatrist's qualifications acceptable to the
COUNTY are mentioned in Exhibit A. COUNTY may request aFellowship Trained Psychiatrist for
which COUNTY agrees to pay CONTRACTOR Twenty-Five Thousand and No1100 Dollars
($25,000.00) for the psychiatrist requested and subsequently hired and placed by the COUNTY. Half
of these fees, Twelve Thousand Five Hundred and 001100 ($12,500.00) shall be paid upon billing at
the time the psychiatrist is approved by the County and the Department of Behavioral Health's
Credentialing Division after the submission of a completed application package by the referred
psychiatrist. The second half of the Twenty-Five Thousand shall be paid when the referred
psychiatrist starts employment with Fresno County. COUNTY reserves the right to reject any referred
psychiatrist due to any reason without incurring any charges with the CONTRACTOR or
CONTRACTOR'S referred psychiatrist. In no event shall all actual services performed under this
Agreement be in excess of Twenty Five Thousand and No1100 Dollars ($25,000.00) during the term of
this Agreement. It is understood that all expenses incidental to CONTRACTOR performance of
services under this Agreement shall be borne by CONTRACTOR.
Payments by COUNTY shall be in arrears, for services provided during the preceding
month, within forty-five (45) days after receipt and verification of CONTRACTOR invoices by
COUNTY. If CONTRACTOR should fail to comply with any provision of this Agreement,
COUNTY shall be relieved of its obligation for further compensation.
5. INVOICING
For all expenses related to the COUNTY'S Department of Behavioral Health,
CONTRACTOR shall invoice COUNTY upon each successful placement as described in Paragraph
Four (4) on Page Two (2) of this Agreement, addressed to the Fresno County Department of
Behavioral Health, Accounts Payable, P.O. Box 45003, Fresno, CA 93718.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
th~s Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR' officers, agents, and employees will at all times be acting and performing as
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,
their officers, agents, and employees shall perform its work and function. However, COUNTY shall
retain the right to administer this Agreement so as to verify that CONTRACTOR, their officers,
agents, and employees are performing their obligations in accordance with the terms and conhtions
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 which are
directly or indirectly the subject of this Agreement.
Because of their status as independent CONTRACTOR, CONTRACTOR, their officers,
agents, and employees 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, their 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 officers, agents, and 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.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend COUNTY, its officers, agents and employees from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or result~ng to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, their
1 officers, agents or employees under this Agreement, and from any and all costs and expenses,
2 11 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
3 1 I any person, firm or corporation who may be injured or damaged by the performance, or failure to
4 / 1 perform, of CONTRACTOR, their officers, agents or employees under this Agreement In addition,
5 CONTRACTOR agrees to indemnify COUNTY for Federal, State of California andlor local audit I I
6 1 ( exceptions resulting from noncompliance herein on the part of CONTRACTOR.
7 10. INSURANCE
8 Without limiting COUNTY'S right to obtain indemnification from CONTRACTOR or
9 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the I I
10 11 following insurance policies throughout the term of this Agreement:
l1 11 A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of this Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than One Hundred Thousand Dollars ($100,000.00) per person, Three
Hundred Thousand Dollars ($309,000.00) per accident and for property damages
of not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a
combined single limit of Three Hundred Thousand Dollars ($300,000.00).
Coverage should include owned and non-owned vehicles used in connection with
this Agreement. If CONTRACTOR does not own any of the vehicles that will
be used in connection with this agreement then a rider to the General Liability
policy for non-owned vehicles in the amounts above may be provided in lieu of
an automobile policy.
C. Professional Liabilitv
If CONTRACTOR is or employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
D. Worker's Compensation
COUNTY OF FRESNO
Fresno. CA
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A policy of worker's compensation insurance as may be required by the
California Labor Code.
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 the COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under the 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.
Within thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health,
4441 E. Kings Canyon Road, Fresno, California, 93702, Attention: Contracts Section, stating that
such insurance coverage's 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 the COUNTY, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under the
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.
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 pol~cies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
of A FSC VII or better.
11. RECORDS
The CONTRACTOR agree to maintain records with respect to matters covered by
project operations and as required by the COUNTY.
The CONTRACTOR shall make all program records and data with respect to matter
covered under this agreement available to authorized representatives of the COUNTY and from
appropriate agencies.
The CONTRACTOR shall retain project records for a period of seven (7) years after
receipt of the final payment under this agreement, or until audit findings are resolved, or until required
audits have been completed.
Medical records shall be the property of COUNTY. COUNTY shall retain ownership of
medical records upon termination of this Agreement.
12. CONFIDENTIALITY
All services performed by CONTRACTOR, their officers, agents, and employees under
this Agreement shall be in strict conformance with all applicable Federal, State of California andor
local laws and regulations relating to confidentiality.
13. AVAILABILITY
CONTRACTOR shall not provide the services under this Agreement until requested by
COUNTY. The Parties agree that COUNTY may or may not require the services of CONTRACTOR
during the term of this Agreement.
14. COMPLIANCE WITH STATE REOUIREMENTS
CONTRACTOR recognize that COUNTY operates it Mental Health Program under an
agreement with the State of California Department of Mental Health, and that under said agreement
the State of California imposes certain requirements on the COUNTY and its subCONTRACTOR.
CONTRACTOR, their officers, agents, and employees shall adhere to all State of California
requirements.
15. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawllly
COUNTY OF FRESNO
Fresno. CA
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religion, color, national origin, ancestry, physical disability, medical condition, marital status,
age or gender, pursuant to all applicable State of California and Federal statutes and regulations.
16. AUDITS AND INSPECTIONS
The CONTRACTOR their officers, agents, and employees shall at any time during
business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY
for examination all of its records and data with respect to the matters covered by this Agreement. The
CONTRACTOR their officers, agents, and employees shall, upon request by the COUNTY, permit the
COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR'
compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No11 00 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State Auditor General for a
period of three (3) years after final payment under contract (California Government Code section
8546.7).
17. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CONTRACTOR
County of Fresno Mathew Brewster, Vice-president
Director of Department of Behavioral Health MedSource Consultants
4441 E. Kings Canyon Rd. 300 Main Street, 7th Floor
Fresno, CA 93702 Stamford, CT 06901
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement, or by law, shall be in writing and shall be deemed duly served when
personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
United States Mail, postage prepaid, addressed to such party.
18. GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California.
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The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
19. PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under
this Agreement shall be used for CONTRACTOR'S advertising, fundraising, or publicity (i.e.,
purchasing of t~cketsltables, dent auction donations, etc.) for the purpose of self-promotion.
Notwithstanding the above, publicity of the services described in Section One (1) of this Agreement
shall be allowed as necessary to raise public awareness about the availability of such specific services
for such items as writtenlprinted materials, the use of media (i.e., radio, television, newspapers) and
any other related expense(s).
20. ENTIRE AGREEMENT
This Agreement, including exhibit, constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
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understandings of any nature whatsoever unless expressly included in this Agreement.
Ill
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COUNTY OF FRESNO
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CONSULTANTS
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
ATTEST:
CONTRACTOR:
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16 11 Print Name:
Title: em
Chairman of Board, or President,
or any Vice President
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DATE: 62./6. /O
BY: -
DATE:
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
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I1 Mailing Address:
Title:
Secretary (of Corporation), or
any Assistant Secretary, or
Chief F~nancial Officer, or
any Assistant Treasurer
MedSource Consultants
300 Main Street, 7th Floor
Stamford, CT 06901
Phone: 800-575-2880 x 310
Fax: 203-324-0555
APPROVED AS TO LEGAL FORM:
KEVIN BRIGGS, COUNTY COUNSEL
Date: 3 /d/h
1 VICKI CROW, c.P(A., AUDITOR-CONTROLLER1
TREASURER-TAX COLLECTOR
BY
REVIEWED AND RECOMMENDED FOR
APPROVAL:
Date: 3 /L./ 00
Date: 2 /////a
Department of ~ehavibral Health
Fund/Subclass: 000 1/10000
Organization: SfZWkH3 ($25,000.00) 5630- kqqq
AccountfProgram: 729510
Requisition No.:
dbh 0345
ATTACHMENT A
Page 1 of 2
SCOPE OF SERVICES
RECRUITMENT OF PERMANENT PSYCHIATRIST-HEADHUNTER SERVICES
1. SERVICES
A. Upon request of COUNTY's Director, Department of Behavioral Health, or designee,
CONTRACTOR shall identify and recruit qualified Psychiatrist candidates who satisfy
the criteria as established by the COUNTY's Director, Department of Behavioral
Health, or designee. COUNTY's Department of Behavioral Health shall arrange
interviews with candidates and advance timely offers when appropriate. Prior to
providing candidates, CONTRACTOR shall present credentials, screen all candidates,
provide complete background checks, facilitate in interviews, provide curriculum vitaes
and reference checks, as well as provide licensure of candidates and ensure they
have NPI registered. CONTRACTOR agrees to provide qualified psychiatrist(s)
acceptable to COUNTY'S Director, Department of Behavioral Health, or designee.
B. COUNTY and CONTRACTOR acknowledge that this is not an exclusive agreement to
provide placement services. If CONTRACTOR identifies a candidate about whom
COUNTY has already received information from another placement source,
COUNTY'S Director, Department of Behavioral Health or designee shall notify
CONTRACTOR, in writing, within ten (10) business days after receiving the referral
from CONTRACTOR. CONTRACTOR is not obligated to recruit those candidates
with whom COUNTY has already made contact from another placement service or
recruitment source. If COUNTY does not notify CONTRACTOR as required under
this section and COUNTY enters into an employment, independent CONTRACTOR,
or other working relationship with any such candidate, COUNTY shall be obligated to
pay CONTRACTOR'S then accrued fees and expenses related to finding said
candidate. COUNTY agrees not to refer any candidates sent by CONTRACTOR to
another hiring entity or placement service. - - - - - - - - - -
----------
C. CONTRACTOR shall aggressively, but professionally, market and sell COUNTY'S
opportunity using, but not limited, to the following:
1. Search using all resources available all available research library or database
of all available qualified candidates.
2. Will conduct cold calls to initiate as many phone calls as is required to
psychiatrists in CONTRACTOR'S database.
3. Will contact a majority of psychiatric residency training programs.
4. Present outstanding candidates once the evaluation and background checks
are completed.
ATTACHMENT A
Page 2 of 2
II. Placement Fee.
A placement fee shall be paid by COUNTY to CONTRACTOR once a working agreement
has been reached between the COUNTY and a candidate referred by CONTRACTOR. It is
understood between the parties hereto, that said placement fee shall be as stated in this
Agreement and all Attachments. The placement fee shall be listed in the Agreement is
inclusive of all travel, lodging, meals and any other related costs. All said related costs shall
require the prior approval of the COUNTY Director, Department of Behavioral Health, or
designee. It is understood between the parties hereto that COUNTY shall only pay this
placement fee if a candidate is hired by COUNTY.
Ill. Replacement Guarantee.
If a psychiatrist hired through CONTRACTOR, during the term of this Agreement, fails to
commence services as agreed between said psychiatrist and COUNTYs Director,
Department of Behavioral Health or designee or leaves within One Hundred Twenty (120)
days of the date psychiatrist commences se~ices, then CONTRACTOR shall recruit a
replacement candidate for no additional charge, even if the Agreement is terminated for any
reason before a replacement is provided.
dbha 0345