HomeMy WebLinkAboutAgreement A-22-082 with Regents of the University of CA.pdf-1 -
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A G R E E M E N T
THIS AGREEMENT is made and entered into this _______ day of ______________, 2022, by
and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as “COUNTY”, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf
of the UNIVERSITY OF CALIFORNIA, SAN FRANCISCO (UCSF) UNIVERSITY OF MEDICINE –
FRESNO MEDICAL EDUCATION PROGRAM, a California Constitutional Corporation, whose
address is 155 North Fresno Street, Fresno, CA 93701, hereinafter referred to as “UNIVERSITY”
(collectively the “parties”).
W I T N E S S E T H:
WHEREAS, UNIVERSITY has residents participating in its Psychiatric Residency Training
Program and desires access to facilities in which its residents can obtain broader clinical learning
experiences; and
WHEREAS, COUNTY maintains facilities, and the programs and staff required for
UNIVERSITY’s psychiatric residents can be used to complete required clinical rotations and desires
to have said facilities so used; and
WHEREAS, COUNTY, through its Department of Behavioral Health (DBH) is in need of
assistance from the UNIVERSITY’s psychiatric residents and their specialized skills; and
WHEREAS, UNIVERSITY and COUNTY executed Agreement 20-304 on August 18, 2020 to
allow Psychiatric residents to obtain psychiatric clinical experience within COUNTY facilities. Services
have been provided and invoices have been paid through August 31, 2021. UNIVERSITY notified
COUNTY the Agreement was signed by the incorrect department; therefore, a new Agreement will
need to be submitted with the correct signor for UNIVERSITY. UNIVERSITY and COUNTY have
agreed to terminate Agreement 20-304 and supersede with the following Agreement.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1.JOINT RESPONSIBILITIES OF UNIVERSITY AND COUNTY
UNIVERSITY and COUNTY’s DBH Director, or designee, shall mutually agree on the
services, times and locations where UNIVERSITY’s psychiatric residents shall perform their core
8th March
Agreement No. 22-082
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clinical rotations and elective rotations.
2.RESPONSIBILITIES OF UNIVERSITY
A.Psychiatric Residents
1)UNIVERSITY shall provide psychiatric residents, each resident shall
provide services up to three (3) days per week for each term of this Agreement, subject to any
restrictions regarding maximum compensation under Section Six (6) of this Agreement.
2)UNIVERSITY’s psychiatric residents may begin clinical core rotations at
any time during UNIVERSITY’s academic year, during each 12-month period of this Agreement.
3)UNIVERSITY shall inform COUNTY’s DBH Director, or designee, of the
names and status of UNIVERSITY’s psychiatric residents to be assigned to DBH at least one (1)
month before a resident begins his/her DBH assignment.
4)UNIVERSITY’s psychiatric residents that have completed their clinical
core rotation in COUNTY’s DBH clinical programs may continue to complete an elective rotation for
an additional six (6) months. Services, times and locations during elective rotation will be in
accordance with Section One (1) of this Agreement and shall also be based on the availability of
funds for each term of this Agreement.
5)UNIVERSITY recognizes some DBH programs provide services twenty-
four (24) hours per day, three hundred sixty-five (365) days per year. Notwithstanding the above, it is
understood by the parties hereto that UNIVERSITY’s psychiatric resident clinical core rotation and
elective rotation schedule shall be Monday through Friday (excluding COUNTY recognized holidays),
8:00 a.m. to 5:00 p.m., although residents may be required to perform limited on-call duties in the
evenings after 5:00 p.m. when mutually agreeable to the UNIVERSITY and COUNTY’s DBH Director
or designee. The on-call duties or services performed in the evenings are not considered overtime
and evening or on-call hours worked count against time the resident is expected to work on his/her
normal eight-hour shift.
6)UNIVERSITY’s psychiatric residents:
a)May be used for emergency psychiatric services provided to DBH
programs during business hours, Monday through Friday, as part of UNIVERSITY’s psychiatric
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resident’s clinical core or elective rotation. DBH’s psychiatrist(s) will provide on-site supervision,
further described in Section Three (3) of this Agreement;
b)Shall obtain a National Provider Identifier (NPI) for Medi-Cal
billing purposes. The NPI shall be issued by the National Plan and Provider Enumeration System
prior to beginning their assignment to COUNTY’s facilities;
c)Shall be licensed to practice medicine in the State of California
and shall maintain such licensure for each term of this Agreement and in accordance to Section
Seventeen (17) of this Agreement;
d)Shall be credentialed through the DBH Managed Care Division
and complete DBH Compliance and Documentation and Billing trainings prior to rendering services
with clients;
e)Shall also maintain active participation and be in good standing
with UNIVERSITY’s Psychiatric Residency Training Program;
f)Shall participate in the COUNTY’s DBH outpatient case
management system by participating in the multi-disciplinary team; and
g)Shall participate in training with other COUNTY staff, community
members and Mental Health Services Act stakeholders to implement the recovery and wellness
model.
B.Administration
1)UNIVERSITY shall maintain compliance with all licensing requirements,
in accordance with Section Seventeen (17) of this Agreement and comply with all State requirements
in accordance with Section Eighteen (18) of this Agreement.
2)All services performed by UNIVERSITY’s psychiatric residents will be
documented and recorded on a mutually agreed-upon time sheet, including dates, times and areas of
service, with appropriate signatures.
C. UNIVERSITY’s psychiatric residents shall create, maintain, and complete
mental health records and all necessary administrative, financial, and other client documentation in a
manner consistent with DBH Policy and Procedures and all laws of the State of California.
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3.RESPONSIBILITIES OF COUNTY
A.COUNTY’s DBH shall make available a psychiatrist(s) for each site where a
resident is completing a clinical rotation, who shall be responsible for coordination and supervision of
UNIVERSITY’s psychiatric resident(s). COUNTY’s psychiatrist(s) must:
1)Qualify for and maintain academic appointment to UNIVERSITY’s
Faculty;
2)Be board-eligible or board-certified in psychiatry;
3)Attend appropriate committee meetings, especially those involving
issues related to UNIVERSITY’s Psychiatric Resident Training Program;
4)Participate in didactic teaching and supervision of UNIVERSITY’s
psychiatric residents in the Psychiatric Resident Training Program;
5)Ensure that UNIVERSITY’s psychiatric resident clinical core rotations
and elective rotations shall be quality educational experiences; and
6)Review all medical records prepared by UNIVERSITY’s psychiatric
resident(s) to ensure adequate documentation.
B.COUNTY shall provide a psychiatrist backup for all clinical activities, in
accordance with the requirements of the Psychiatry Residency Review Committee of the
Accreditation Council on Graduate Medical Education, including on-call activities. The backup
psychiatrist supervision and oversight may range from direct supervision to on-call, as determined by
COUNTY’s psychiatrist determination of UNIVERSITY’s psychiatric resident level of training and
clinical situation.
C.COUNTY shall provide access to COUNTY’s client mental health records to
UNIVERSITY’s psychiatric residents, in accordance to Section 2.C. of this Agreement.
D.COUNTY shall determine the eligibility of clients for services performed in
connection with this Agreement.
E.COUNTY shall be responsible to train UNIVERSITY’s psychiatric residents in
the wellness and recovery model.
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4.TERM
This Agreement shall become effective the 1st day of July, 2020 and shall terminate on
the 30th day of June, 2023.
This Agreement, subject to satisfactory completion of the terms and conditions of this
Agreement, may be extended for two (2) additional twelve (12) month periods upon the written
approval of COUNTY and UNIVERSITY not later than sixty (60) days prior to the close of the then
current Agreement term. COUNTY’s DBH Director, or designee, is authorized to execute such written
approval on behalf of COUNTY based on UNIVERSITY’s satisfactory completion of the terms and
conditions of this Agreement.
5.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated at any time by giving the UNIVERSITY thirty (30) days advance written notice.
B.Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of 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 COUNTY.
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by COUNTY of any
breach of this Agreement or any default which may then exist on the part of UNIVERSITY. Neither
shall such payment impair or prejudice any remedy available to COUNTY with respect to breach or
default. COUNTY shall have the right to demand of UNIVERSITY the repayment to COUNTY of any
funds disbursed to UNIVERSITY under this Agreement, which in the judgment of COUNTY were not
expended in accordance with the terms of this Agreement. UNIVERSITY shall promptly refund any
such funds upon demand or, at COUNTY’s option, such repayment shall be deducted from future
payments owing to UNIVERSITY under this Agreement.
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C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by UNIVERSITY or COUNTY or COUNTY’s DBH Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate.
6.COMPENSATION
It is agreed by all parties that the annual fiscal year rate increases will reflect the
Consumer Price Index (CPI) rate that is released during the last month of the current fiscal year not to
exceed a maximum increase of four percent (4%) from the previous fiscal year’s rate for each
subsequent fiscal year throughout the contract period not to exceed the maximum compensation
amount of Two Million, One Hundred Thirteen Thousand, Seven Hundred Sixty-Eight and 28/100
Dollars ($2,113,768.28).
UNIVERSITY shall provide resident psychiatrists, three (3) days per week. COUNTY
shall pay UNIVERSITY Three Hundred Forty-Three and 62/100 Dollars ($343.62) plus the CPI rate
up to Three Hundred Fifty-Seven and 37/100 Dollars ($357.37) for each eight (8) hour day worked by
each resident at any DBH facility/program during Fiscal Year (FY) 2020-2021. In the event the
resident does not complete the daily eight (8) hours, then payment for the partial day worked shall be
made by prorating the daily rate of Three Hundred Fifty-Seven and 37/100 Dollars ($357.37) based
on the actual hours worked closest to fifteen (15) minute increments during FY 2020-2021. The total
maximum compensation for all residents under this Agreement shall not be in excess of Three
Hundred Ninety Thousand, Two Hundred Forty-Eight and 04/100 Dollars ($390,248.04) for FY 2020-
2021.
COUNTY shall pay UNIVERSITY up to Three Hundred Seventy-One and 67/100 Dollars
($371.67) for each eight (8) hour day worked by each resident at any DBH facility/program during FY
2021-2022. In the event the resident does not complete the daily eight (8) hours, then payment for
the partial day worked shall be made by prorating the daily rate of Three Hundred Seventy-One and
67/100 Dollars ($371.67) based on the actual hours worked closest to fifteen (15) minute increments
during FY 2021-2022. The total maximum compensation for all residents under this Agreement shall
not be in excess of Four Hundred Five Thousand, Eight Hundred Sixty-Three and 64/100 Dollars
($405,863.64) for FY 2021-2022.
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COUNTY shall pay UNIVERSITY up to Three Hundred Eighty-Six and 54/100 Dollars
($386.54) for each eight (8) hour day worked by each resident at any DBH facility/program during FY
2022-2023. In the event the resident does not complete the daily eight (8) hours, then payment for
the partial day worked shall be made by prorating the daily rate of Three Hundred Eighty-Six and
54/100 Dollars ($386.54) based on the actual hours worked closest to fifteen (15) minute increments
during FY 2022-2023. The total maximum compensation for all residents under this Agreement shall
not be in excess of Four Hundred Twenty-Two Thousand, One Hundred One and 68/100 Dollars
($422,101.68) for FY 2022-2023.
In the event the contract term is extended for an additional 12-month period for FY 2023-
2024, COUNTY shall pay UNIVERSITY up to Four Hundred Two and 01/100 Dollars ($402.01) for
each eight (8) hour day worked by each resident at any DBH facility/program during FY 2023-2024.
In the event the resident does not complete the daily eight (8) hours, then payment for the partial day
worked shall be made by prorating the daily rate of Four Hundred Two and 01/100 Dollars ($402.01)
based on the actual hours worked closest to fifteen (15) minute increments during FY 2023-2024.
The total maximum compensation for all residents under this Agreement shall not be in excess of
Four Hundred Thirty-Eight Thousand, Nine Hundred Ninety-Four and 92/100 Dollars ($438,994.92)
for FY 2023-2024.
In the event the contract term is extended for an additional 12-month period for FY 2024-
2025, COUNTY shall pay UNIVERSITY up to Four Hundred Eighteen and 10/100 Dollars ($418.10)
for each eight (8) hour day worked by each resident at any DBH facility/program during FY 2024-
2025. In the event the resident does not complete the daily eight (8) hours, then payment for the
partial day worked shall be made by prorating the daily rate of Four Hundred Eighteen and 10/100
Dollars ($418.10) based on the actual hours worked closest to fifteen (15) minute increments during
FY 2024-2025. The total maximum compensation for all residents under this Agreement shall not be
in excess of Four Hundred Fifty-Six Thousand, Five Hundred Sixty and No/100 Dollars ($456,560.00)
for FY 2024-2025.
In the event the maximum compensation is reached during any portion of each twelve
(12) month period the number of resident hours will cease for the remaining portion of the FY. If the
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parties determine that changes to Section Six (6) are necessary for any subsequent one-year period,
the parties agree to negotiate in good faith the compensation listed in this section and/or the number
of resident hours worked per FY prior to the commencement of any addit ional one-year period.
It is understood that all expenses incidental to UNIVERSITY’s performance of services
under this Agreement shall be borne by UNIVERSITY.
Payment by COUNTY shall be in arrears, based on UNIVERSITY’s monthly invoice
submitted for services provided during the preceding month, within forty-five (45) days after receipt,
verification and approval of UNIVERSITY’s monthly invoices by COUNTY. In addition, it is
understood by UNIVERSITY that after ninety (90) days of the expiration of each term of this
Agreement or termination of this Agreement, at the discretion of COUNTY’s DBH Director or
designee, COUNTY reserves the right to deny payment of any additional invoices received. If
UNIVERSITY should fail to comply with any provision of this Agreement, COUNTY shall be relieved
of its obligation for further compensation.
7. INVOICING
UNIVERSITY shall invoice COUNTY electronically in arrears by the tenth (10th) of each
month for actual services rendered in the previous month, to: dbhinvoicereview@fresnocountyca.gov,
dbh-invoices@fresnocountyca.gov, and Cc: the assigned DBH Mental Health Contract Analyst.
Invoices shall reflect documented services provided at DBH facilities and programs and
shall be accompanied by time sheets of each of UNIVERSITY’s psychiatric residents, described in
Section 2.B.2 of this Agreement. Invoices shall be in a form and in such detail as acceptable to
COUNTY’s DBH. No reimbursement for services shall be made until invoices are received and
approved by COUNTY’s DBH. In addition, for invoices received ninety (90) days after the expiration of
each term of this Agreement or termination of this Agreement, at the discretion of COUNTY’s DBH
Director, or designee, COUNTY reserves the right to deny payment of any additional invoices
received.
At the discretion of COUNTY’s DBH Director, or designee, if an invoice or timesheet is
incorrect or is otherwise not in proper form or substance, COUNTY shall have the right to withhold
payment as to only that portion of the invoice that is incorrect or improper upon five (5) days written
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notice to UNIVERSITY (e-mail is acceptable).
8.INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by UNIVERSITY under
this Agreement, it is mutually understood and agreed that UNIVERSITY, including any and all of
UNIVERSITY’s officers, agents, employees and residents 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 COUNTY. Furthermore, COUNTY shall
have no right to control or supervise or direct the manner or method by which UNIVERSITY shall
perform its work and function. However, COUNTY shall retain the right to administer this Agreement
so as to verify that UNIVERSITY is performing its obligations in accordance with the terms and
conditions thereof. UNIVERSITY 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 its status as an independent contractor, UNIVERSITY, including any and all
of UNIVERSITY’s officers, agents, employees and residents, shall have absolutely no right to
employment rights and benefits available to COUNTY employees. UNIVERSITY shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.
In addition, UNIVERSITY shall be solely responsible and save COUNTY harmless from all matters
relating to payment of UNIVERSITY’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, UNIVERSITY may be providing services to others unrelated to COUNTY or to this
Agreement.
9. EMPLOYMENT RELATIONSHIP
UNIVERSITY, its instructors, employees and residents, shall have absolutely no right to
employment rights and benefits available to COUNTY employees. UNIVERSITY shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.
In addition, UNIVERSITY shall be solely responsible and save COUNTY harmless from all matters
relating to payment of UNIVERSITY’s employees, including compliance with Social Security,
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withholding, and all other regulations governing such matters. UNIVERSITY agrees that they are
employers of residents, and as such, residents are covered under the UNIVERSITY’s insurance
policies that are required in Section 13 of this Agreement.
In consideration of the benefits the UNIVERSITY derives from this Agreement and
subject to the provisions herein, UNIVERSITY shall not consider the residents to be employees of, or
claim the residents are employees of, the COUNTY for the purposes of determining liability for any
and all costs and expenses, including attorney fees and court costs, damages, liabilities, claims and
losses occurring or resulting to the UNIVERSITY or to any person, firm or corporation who may be
injured or damaged by any act or failure to act, of any resident or person participating in or connected
with the programs that are the subject of this Agreement.
It is acknowledged that during the term of this Agreement, UNIVERSITY may be
providing services to others unrelated to COUNTY or to this Agreement.
10. 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.
Notwithstanding the above, changes to rates of the UNIVERSITY, as needed, may be
made with the signed written approval of COUNTY’s DBH Director, or designee, and UNIVERSITY.
11. 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.
12. HOLD-HARMLESS
A. UNIVERSITY agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by UNIVERSITY, its officers, agents, residents, or
employees under this Agreement, and from any and all costs and expenses, 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 UNIVERSITY, its officers, agents, residents
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or employees under this Agreement.
B. COUNTY agrees to indemnify, save, hold harmless, and at UNIVERSITY’S
request, defend the UNIVERSITY, its officers, agents, residents and employees from any and all
costs and expenses, damages, liabilities, claims, and losses occurring or resulting to UNIVERSITY in
connection with the performance, or failure to perform, by COUNTY, its officers, agents, or
employees under this Agreement, and from any and all costs and expenses, 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 COUNTY, its officers, agents, or employees
under this Agreement.
In the event of concurrent negligence on the part of Parties, including any of its
Boards, officials, officers, directors, agents, employees or volunteers, the liability for any and all such
claims, demands and actions in law or equity for such losses, fines, penalties, forfeitures, costs and
damages shall be apportioned under the State of California's theory of comparative negligence as
presently established or as may be modified hereafter.
13. INSURANCE
Each party, at its sole cost and expense, shall insure or self-insure its activities in
connection with this Agreement and obtain, keep in force and maintain insurance or self-insurance as
follows:
1. Professional Medical, and Hospital Liability Insurance with financially-sound and
reputable companies, or self-insurance, with minimum limits of five million ($5,000,000) per
occurrence and a general aggregate of ten million dollars ($10,000,000). If such insurance is written
on a claims-made form, it shall continue for five (5) years following termination of this Agreement.
The insurance shall have a retroactive date prior to or coinciding with the effective date of this
Agreement and a deductible of no more than five hundred thousand dollars ($500,000). In the event
that a claims-made policy is canceled or non-renewed, extended reporting (tail) coverage shall be
obtained for the remainder of the five (5) year period.
2. 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
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($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require
specific coverages including completed operations, products liability, contractual liability, Explosion-
Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because
of the nature of this contract.
3. 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.
COUNTY shall ensure that the resident internship scope of experience does not
include driving without pre-approval from the University Risk Manager.
4. A policy of Worker's Compensation insurance as may be required by the
California Labor Code. UNIVERSITY shall be responsible for Worker’s Compensation coverage for
residents when participating in the program.
5. Sexual Abuse / Molestation Liability Insurance (including but not limited to
corporal punishment liability, sexual abuse and molestation liability, and child abduction liability) with
limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars
($2,000,000.00) annual aggregate. This policy shall be issued on a per occurrence basis.
6. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to duties and
obligations undertaken by both parties in this agreement and shall include, but not be limited to,
claims involving infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for breach response
costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits
sufficient to respond to these obligations.
Definition of Cyber Risks. “Cyber Risks” include but are not limited to (i)
Security Breaches, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) breach of any of the Contractor’s obligations under Section # of this Agreement; (iii)
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infringement of intellectual property, including but not limited to infringement of copyright, trademark,
and trade dress; (iv) invasion of privacy, including release of private information; (v) information theft;
(vi) damage to or destruction or alteration of electronic information; (vii) extortion related to the
Contractor’s obligations under this Agreement regarding electronic information, including Personal
Information; (viii) network security; (ix) data breach response costs, including Security Breach
response costs; (x) regulatory fines and penalties related to the Contractor’s obligations under this
Agreement regarding electronic information, including Personal Information; and (xi) credit monitoring
expenses.
7. Additional Requirements Relating to Insurance. UNIVERSITY 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
UNIVERSITY's policies herein. This insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance written notice given to COUNTY.
UNIVERSITY hereby waives its right to recover from COUNTY, its officers, agents,
employees, and residents any amounts paid by the policy of worker’s compensation insurance required
by this Agreement. UNIVERSITY is solely responsible to obtain any endorsement to such policy that
may be necessary to accomplish such waiver of subrogation, but UNIVERSITY’s waiver of subrogation
under this paragraph is effective whether or not UNIVERSITY obtains such an endorsement.
Within Thirty (30) days from the date UNIVERSITY signs and executes this
Agreement, UNIVERSITY 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,
3133 N. Millbrook Ave., Fresno, California 93703), Attention: Contracted Services Division or
electronically to dbhcontractedservicesdivision@fresnocountyca.gov with a copy to the assigned
COUNTY’s DBH Staff Analyst, 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
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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
UNIVERSITY'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.
8.Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other insurable risks relating to
performance. It should be expressly understood, however, that the coverages required under this
Section shall not in any way limit the liability of the insured party.
In the event either party fails to keep in effect at all times insurance coverage as
herein provided, the other party may, in addition to other remedies it may have, suspend or terminate
this Agreement upon the occurrence of such event.
9.All policies shall be issued by admitted insurers licensed to do business in the
State of California, and such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
14.CONFIDENTIALITY
All services performed by UNIVERSITY under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating
to confidentiality.
15.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
COUNTY and UNIVERSITY each consider and represent themselves as covered
entities as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law
104-191 (HIPAA) and agree that any use and disclosure of Protected Health Information (PHI) shall
be in compliance with applicable law.
COUNTY and UNIVERSITY acknowledge that the exchange of PHI between them is
only for treatment, payment, and health care operations.
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COUNTY and UNIVERSITY intend to protect the privacy and provide for the security of
PHI shared pursuant to the Agreement in compliance with HIPAA, the Health Information Technology
for Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated
thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and other
applicable laws.
To the extent applicable, UNIVERSITY and COUNTY agree to comply with the HIPAA
Regulations, including those set forth in as set forth in, but not limited to, Title 45, Sections
164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations.
16. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
contractual relationship with the COUNTY for the purpose of providing services under this Agreement
must employ adequate data security measures to protect the confidential information provided to the
UNIVERSITY by the COUNTY, including but not limited to the following:
A. UNIVERSITY-Owned Mobile, Wireless, or Handheld Devices
UNIVERSITY will advise RESIDENTS that RESIDENTS may not connect to
COUNTY networks via personally-owned mobile, wireless or handheld devices except: 1) when
authorized by COUNTY for telecommuting purposes; 2) if virus protection software currency
agreements are in place; and 3) if a secure connection is used.
B. UNIVERSITY-Owned Computers or Computer Peripherals
UNIVERSITY will advise RESIDENTS that RESIDENTS may not bring
UNIVERSITY-owned computers or computer peripherals into the COUNTY for use without prior
authorization from the COUNTY’s Chief Information Officer, or designee(s), including but not limited
to mobile storage devices. If approved to be transferred, data must be stored on a secure server
approved by the COUNTY and transferred by means of a virtual private network (VPN) connection or
another type of secure connection. Said data must be encrypted.
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C. COUNTY-Owned Computer Equipment
RESIDENTS, or anyone having an employment relationship with the COUNTY,
may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior
authorization from COUNTY’s Chief Information Officer, or designee(s).
D. RESIDENTS may not store COUNTY’s private, confidential or sensitive data on
any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
E. UNIVERSITY shall be responsible to employ strict controls to ensure the
integrity and security of the COUNTY’s confidential information and to prevent unauthorized access to
data maintained in computer files, program documentation, data processing systems, data files and
data processing equipment which stores or processes COUNTY data internally and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
128 BIT or higher. Additionally, a password or pass phrase must be utilized.
G. UNIVERSITY shall be responsible to immediately notify COUNTY of any
breaches or potential breaches of security related to COUNTY’s confidential information, data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally or externally.
H. COUNTY shall provide oversight to UNIVERSITY’s response to all incidents
arising from an actual breach of security related to COUNTY’s confidential client information provided
to UNIVERSITY; however, UNIVERSITY will be responsible to issue any notification to affected
individuals to the extent required by law. UNIVERSITY will be responsible for all actual costs incurred
as a result of providing said required notification to the extent that the breach was caused by
UNIVERSITY’s failure to adhere to the privacy, confidentiality, or data security provisions set forth
herein.
17. NON-DISCRIMINATION
During the performance of this Agreement, UNIVERSITY, and its employees, agents
and residents shall not unlawfully discriminate against any employee or applicant for employment, or
recipient of services, because of ethnic group identification, gender, gender identity, gender
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expression, sexual orientation, color, physical disability, mental disability, medical condition, national
origin, race, ancestry, marital status, religion or religious creed, pursuant to all applicable State of
California and Federal statutes and regulations.
18.LICENSES/CERTIFICATES
Throughout each term of this Agreement, UNIVERSITY and UNIVERSITY’s psychiatric
residents shall maintain all necessary licenses, permits, approvals, certificates, waivers and
exemptions necessary for the provision of the services hereunder and required by the laws and
regulations of the United States of America, State of California, the County of Fresno, and any other
applicable governmental agencies. UNIVERSITY shall notify COUNTY immediately in writing of its
inability to obtain or maintain such licenses, permits, approvals, certificates, waivers and exemptions
irrespective of the pendency of any appeal related thereto. Additionally, UNIVERSITY and
UNIVERSITY’s psychiatric residents shall comply with all applicable laws, rules or regulations, as
may now exist or be hereafter changed.
19.COMPLIANCE WITH STATE REQUIREMENTS
UNIVERSITY recognizes that COUNTY operates its mental health system under an
agreement with the State of California Department of Health Care Services, and that under said
agreement the State imposes certain requirements on COUNTY and its subcontractors.
UNIVERSITY shall adhere and be responsible for compliance as of the effective date of each
Federal, State or local law or regulation specified, including those identified in Exhibit A “Mental
Health State Requirements”, attached hereto and by this reference incorporated herein and made
part of this Agreement.
20.CONFLICT OF INTEREST
No officer, agent, or employee of COUNTY who exercises any function or responsibility
for planning and carrying out the services provided under this Agreement shall have any direct or
indirect personal financial interest in this Agreement. UNIVERSITY shall comply with all Federal and
State of California conflict of interest laws, statutes, and regulations, which shall be applicable to all
parties and beneficiaries under this Agreement and any officer, agent, or employee of the COUNTY.
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21.INTERPRETATION
This Agreement is the result of arms-length negotiations between the parties and shall
be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not
be construed against either party.
22.AUDITS AND INSPECTIONS
UNIVERSITY shall at any time during business hours, and as often as COUNTY may
deem necessary, make available to COUNTY for examination all of its records and data with respect
to the matters covered by this Agreement. UNIVERSITY shall, upon request by COUNTY, permit
COUNTY to audit and inspect all such records and data necessary to ensure UNIVERSITY
compliance with the terms of this Agreement. The above notwithstanding, COUNTY shall not be
permitted to examine, audit, or inspect RESIDENTS’ academic or other education records.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
UNIVERSITY 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).
23.DISCLOSURE – CRIMINAL HISTORY & CIVIL ACTIONS
UNIVERSITY is required to disclose if any of the following conditions apply to them,
their owners, officers, corporate managers and partners (hereinafter collectively referred to as
“UNIVERSITY”):
A.Within the three-year period preceding this Agreement award, they have been
convicted of, or had a civil judgment rendered against them for:
1) Fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (federal, state, or local) transaction or contract under a public
transaction;
2)Violation of a federal or state antitrust statute;
3)Embezzlement, theft, forgery, bribery, falsification, or destruction of
records; or
4)False statements or receipt of stolen property.
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B.Within a three-year period preceding this Agreement award, they have had a
public transaction (federal, state, or local) terminated for cause or default.
Disclosure of the above information will not automatically eliminate
UNIVERSITY from further business consideration. The information will be considered as part of the
determination of whether to continue and/or renew this Agreement and any additional information or
explanation that a UNIVERSITY elects to submit with the disclosed information will be considered.
If it is later determined that the UNIVERSITY failed to disclose required information, any contract
awarded to such UNIVERSITY may be immediately voided and terminated for material failure to
comply with the terms and conditions of the award.
UNIVERSITY must sign “Certification Regarding Debarment, Suspension, and
Other Responsibility Matters” in the form set for the in Exhibit B, attached hereto and by this
reference incorporated herein. Additionally, UNIVERSITY must immediately advise the COUNTY in
writing if, during the term of this Agreement: (1) UNIVERSITY becomes suspended, debarred,
excluded or ineligible for participation in federal or state funded programs or from receiving federal
funds as listed in the excluded parties list system (http://www.sam.gov); or (2) any of the above
listed conditions become applicable to UNIVERSITY. UNIVERSITY shall indemnify, defend and
hold the COUNTY harmless for any loss or damage resulting from a conviction, debarment,
exclusion, ineligibility or other matter listed in the signed Certification Regarding Debarment,
Suspension, and Other Responsibility Matters.
23.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the UNIVERSITY is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this Agreement, the UNIVERSITY changes its
status to operate as a corporation.
Members of the UNIVERSITY’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while UNIVERSITY is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which the UNIVERSITY
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
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and signing a “Self-Dealing Transaction Disclosure Form” - Exhibit C, attached hereto and by this
reference incorporated herein. The Self-Dealing Transaction Disclosure Form shall be submitted to
the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter.
24.DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST INFORMATION
This provision is only applicable if UNIVERSITY is a disclosing entity, fiscal agent, or
managed care entity as defined in Code of Federal Regulations (C.F.R), Title 42 § 455.101, 455.104,
and 455.106(a)(1),(2).
In accordance with C.F.R., Title 42 §§ 455.101, 455.104, 455.105 and
455.106(a)(1),(2), the following information must be disclosed by UNIVERSITY by completing Exhibit
D, “Disclosure of Ownership and Control Interest Statement”, attached hereto and by this reference
incorporated herein. UNIVERSITY shall submit this form to DBH within thirty (30) days of the
effective date of this Agreement. Additionally, UNIVERSITY shall report any changes to this
information within thirty-five (35) days of occurrence by completing Exhibit D, “Disclosure of
Ownership and Control Interest Statement.” Submissions shall be scanned pdf copies and are to be
sent via email to DBHContractedServicesDivision@fresnocountyca.gov attention: Contracts
Administration:
A.Name and address of any person(s) whether it be an individual or corporation
with an ownership or controlling interest in the disclosing entity or managed care entity:
1) Address must include the primary business address, every business
location and P.O. Box address(es)
2)Date of birth and Social Security Number for individuals
3)Tax identification number for other corporations or entities with
ownership or controlling interest in the disclosing entity
B.Any subcontractor(s) in which the disclosing entity has five (5) percent or more
interest
C.Whether the person(s) with an ownership or controlling interest of the disclosing
entity is related to another person having ownership or controlling interest as a parent, spouse, sibling
or child. Including whether the person(s) with ownership or controlling interest of the disclosing entity
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is related to a person (parent, spouse, sibling or child) with ownership or has five (5) percent or more
interest in any of its subcontractors
D.Name of any other disclosing entity in which an owner of the disclosing entity
has an ownership or control interest
E.The ownership of any subcontractors with whom the provider has had business
transactions totaling more than $25,000 during the 12-month period ending on the date of the request;
and
F.Any significant business transactions between the provider and any wholly
owned supplier, or between the provider and any subcontractor, during the 5-year period ending on
the date of the request.
G.Any person(s) with an ownership or control interest in the provider, or agent or
managing employee of the provider; and
1)Has been convicted of a criminal offense related to that person's
involvement in any program under Medicare, Medicaid, or the title XX services program since the
inception of those programs.
H.The ownership of any subcontractor with whom the provider has had business
transactions totaling more than $25,000 during the 12-month period ending on the date of the request;
and
I.Any significant business transactions between the provider and any wholly
owned supplier, or between the provider and any subcontractor, during the 5-year period ending on
the date of the request.
25.CULTURAL COMPETENCY
As related to Cultural and Linguistic Competence, UNIVERSITY shall comply with:
A.Title 6 of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d, and 45 C.F.R.
Part 80) and Executive Order 12250 of 1979 which prohibits recipients of federal financial assistance
from discriminating against persons based on race, color, national origin, sex, disability or religion.
This is interpreted to mean that a limited English proficient (LEP) individual is entitled to equal access
and participation in federally funded programs through the provision of comprehensive and quality
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bilingual services.
B. Policies and procedures for ensuring access and appropriate use of trained
interpreters and material translation services for all LEP consumers, including, but not limited to,
assessing the cultural and linguistic needs of its consumers, training of staff on the policies and
procedures, and monitoring its language assistance program. The UNIVERSITY’s procedures must
include ensuring compliance of any sub-contracted providers with these requirements.
C. UNIVERSITY shall not use minors as interpreters.
D. Interpreter and translation services shall be provided as necessary to allow such
participants meaningful access to the programs, services and benefits provided by UNIVERSITY.
Interpreter and translation services, including translation of UNIVERSITY’s “vital documents” (those
documents that contain information that is critical for accessing UNIVERSITY’s services or are
required by law) shall be provided to participants at no cost to the participant. UNIVERSITY shall
ensure that any employees, agents, subcontractors, or partners who interpret or translate for a
program participant, or who directly communicate with a program participant in a language other than
English, demonstrate proficiency in the participant's language and can effectively communicate any
specialized terms and concepts peculiar to UNIVERSITY’s services.
26.NOTICES
The persons having authority to give and receive notices under this Agreement and
their addresses include the following:
COUNTY UNIVERSITY
Director, County of Fresno Lori Weichenthal, MD
Department of Behavioral Health Associate Dean, Graduate Medical Education
1925 E. Dakota Avenue and Clinical Affairs, DIO
Fresno, CA 93726 University of California, San Francisco
155 N. Fresno Street
Fresno, CA 93701
All notices between the COUNTY and UNIVERSITY provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-
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class United States mail is effective three (3) COUNTY business days after deposit in the United
States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one (1) COUNTY business day after deposit with the overnight
commercial courier service, delivery fees prepaid, with delivery instructions given for next day
delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when
transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY
business hours, then such delivery shall be deemed to be effective at the next beginning of a
COUNTY business day), provided that the sender maintains a machine record of the completed
transmission. For all claims arising out of or related to this Agreement, nothing in this Section
establishes, waives, or modifies any applicable claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the
Government Code, beginning with Section 810).
27.GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California.
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.
28.USE OF NAME
The parties agree that any use of the “UCSF,” or the “University of California” name or
other similar references to the University of California San Francisco, its physicians or facilities, shall
be subject to the prior written approval of the Regents of the University of California in accordance
with the provisions of applicable law, including but not limited to California Education Code Section
92000.
29.PROFESSIONAL AND ADMINISTRATIVE RESPONSIBILITY
Pursuant to Title 22, Section 70713 of the California Code of Regulations, and to the
extent permitted by law and not inconsistent with other provisions of this Agreement, COUNTY shall
retain professional and administrative responsibility for the services rendered to its patients.
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30.WAIVER
Waiver by either party of any breach of any provision of this Agreement or warranty of
representation herein set forth shall not be construed as a waiver of any subsequent breach of the
same or any other provision. The failure to exercise any right hereunder shall not operate as a
waiver of such right. All rights and remedies provided for herein are cumulative.
31.INTERRUPTION OF SERVICE
Either party shall be excused from any delay or failure in performance hereunder
caused by reason of any occurrence or contingency beyond its reasonable control, including, but not
limited to, acts of God, acts of war, terrorism, fire, insurrection, labor disputes, riots, earthquakes, or
other acts of nature. The obligations and rights of the party so excused shall be extended on a day-
to-day basis for the time period equal to the period of such excusable interruption. In the event the
interruption of a party's services continues for a period in excess of thirty (30) days, the other party
shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other
party.
32.COOPERATION IN DISPOSITION OF CLAIMS
COUNTY and UNIVERSITY agree to cooperate with each other in the timely
investigation and disposition of audits, disciplinary actions and third-party liability claims arising out of
any services provided under this Agreement; provided, however, that nothing shall require either
COUNTY or UNIVERSITY to disclose any peer review documents, records or communications which
are privileged under Section 1157 of the California Evidence Code, under the Attorney-Client
Privilege or under the Attorney Work-Product Privilege. To the extent permissible at law and in
accordance with the applicable institution policies, the parties shall notify one another as soon as
possible of any adverse event which may result in liability to the other party. The failure to provide
notice shall not be deemed a breach of the agreement, and such failure to do so shall not relieve the
indemnifying party of its indemnity obligations if such delay does not prejudice the defense thereof. It
is the intention of the parties to fully cooperate in the disposition of all such audits, actions or claims.
Such cooperation may include, but is not limited to, timely notice, joint investigation, defense,
disposition of claims of third parties arising from services performed under this Agreement, and
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making witnesses available; provided, however only to the extent consistent with UNIVERSITY or
COUNTY policies and only so long as any personnel assistance by UNIVERSITY or COUNTY does
not materially interfere with any UNIVERSITY or COUNTY employee’s performance of his or her
respective employment responsibilities. UNIVERSITY shall be responsible for discipline of
UNIVERSITY residents and employees in accordance with UNIVERSITY’s applicable policies and
procedures. To the extent allowed by law, COUNTY and UNIVERSITY shall have reasonable and
timely access to the medical records, charts, and/or de-identified quality assurance data of the other
party relating to any claim or investigation related to services provided pursuant to this Agreement;
provided, however, that nothing shall require either COUNTY or UNIVERSITY to disclose any peer
review documents, records or communications which are privileged under Section 1157 of the
California Evidence Code, under the Attorney-Client Privilege or under the Attorney Work-Product
Privilege.
34.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
35.ELECTRONIC SIGNATURE
The parties agree that this Agreement may be executed by electronic signature as
provided in this section. 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. 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. 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). 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)
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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.
36.ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
UNIVERSITY and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement. This
Agreement shall be retroactively effective July 1, 2020.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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UNIVERSITY:
REGENTS OF THE UNIVERSITY OF
CALIFORNIA, dba UNIVERSITY OF
CALIFORNIA, SAN FRANCISCO,
UNIVERSITY OF MEDICINE-FRESNO
~~~ON PROGRAM
10 Print Name: Lori Weichenthal, MD
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Title : Associate Dean for Graduate Medical Education
2/2/2022 Date : ___________ _
Mailing Address :
155 N. Fresno Street
Fresno , CA 93701
2 3 FOR ACCOUNTING PURPOSES ONLY:
Fund/Subclass : 0001/10000
24 Organizat ion : 56304756
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Account#: 7295/0
28 E.G .
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COUNTY OF FRESNO
fLIJ_ By ____________ _
Brian Pacheco ,
Chairman of the Board of
Supervisors of the County of Fresno
Date :_---=3 _-..::g;...__..--_c2_D_J.._e>-___ _
ATTEST :
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By ~
Date : '3 -Jl----?-() iJ-~
Exhibit A
Page 1 of 2
0042adbh
STATE MENTAL HEALTH REQUIREMENTS
1.CONTROL REQUIREMENTS
COUNTY and its subcontractors shall provide services in accordance with all applicable
Federal and State statutes and regulations.
2.PROFESSIONAL LICENSURE
All (professional level) persons employed by the COUNTY Mental Health Program
(directly or through contract) providing Short-Doyle/Medi-Cal services have met
applicable professional licensure requirements pursuant to Business and Professions and
Welfare and Institutions Codes.
3.CONFIDENTIALITY
A.CONTRACTOR shall comply with applicable laws and regulations, including
but not limited to section 5328 et seq. of the California Welfare and Institutions
Code regarding the confidentiality of patient information.
B.CONTRACTOR shall protect, from unauthorized disclosure, names and other
identifying information concerning persons receiving services pursuant to this
contract, except for statistical information. This pertains to any and all persons
receiving services pursuant to a Department of Mental Health funded program.
CONTRACTOR shall not use such identifying information for any purpose other
than carrying out the CONTRACTOR's obligations under this contract.
C.CONTRACTOR shall not disclose, except as otherwise specifically permitted by
this contract or authorized by the client/patient, any such identifying information
to anyone other than the County or State without prior written authorization from
the County or State in accordance with State and Federal laws.
D.For purposes of the above paragraphs, identifying information shall include, but
not be limited to, name, identifying number, symbol, or other identifying
particular assigned to the individual, such as finger or voice print, or a
photograph.
4.NONDISCRIMINATION
A. CONTRACTOR shall not employ any unlawful discriminatory practices in the
admission of patients, assignment of accommodations, treatment, evaluation,
employment of personnel, or in any other respect on the basis of race, color,
gender, religion, marital status, national origin, age, sexual preference, or mental
or physical handicap, in accordance with the requirements of applicable Federal
or State Law.
Exhibit A
Page 2 of 2
0042adbh
B.During the performance of this contract, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment because of race,
religion, color, national origin, ancestry, mental or physical handicap, medical
condition, marital status, age, or sex. CONTRACTOR shall comply with the
provisions of the Americans with Disabilities Act of 1990, the Fair Employment
and Housing Act (Government Code, section 12900, et seq.), and the applicable
regulations promulgated thereunder (California Code of Regulations, Title 2,
section 7285 et seq.). CONTRACTOR shall ensure that the evaluation and
treatment of their employees and applicants for employment are free of such
discrimination. The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, section 12990, set forth in Chapter
5, Division 4 of Title 2 of the California Code of Regulations are incorporated
into this contract by reference and made a part hereof as if set forth in full.
CONTRACTOR shall give written notice of its obligations under this clause to
labor organizations with which they have a collective bargaining or other
agreement.
C.CONTRACTOR shall comply with the provisions of section 504 of the
Rehabilitation Act of 1973, as amended, pertaining to the prohibition of
discrimination against qualified handicapped persons in all federally assisted
programs or activities, as detailed in regulations signed by the Secretary of Health
and Welfare Agency, effective June 2, 1977, and found in the Federal Register,
Volume 42, No. 86, dated May 4, 1977.
5.PATIENTS' RIGHTS
CONTRACTOR shall comply with applicable laws and regulations, including but not
limited to, laws, regulations, and State policies relating to patients' rights.
Exhibit B
Page 1 of 2
CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED
TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1.By signing and submitting this proposal, the prospective primary participant is providing
the certification set out below.
2.The inability of a person to provide the certification required below will not necessarily
result in denial of participation in this covered transaction. The prospective participant shall
submit an explanation of why it cannot provide the certification set out below. The
certification or explanation will be considered in connection with the department or
agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify
such person from participation in this transaction.
3.The certification in this clause is a material representation of fact upon which reliance was
placed when the department or agency determined to enter into this transaction. If it is
later determined that the prospective primary participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the
department or agency may terminate this transaction for cause or default.
4.The prospective primary participant shall provide immediate written notice to the
department or agency to which this proposal is submitted if at any time the prospective
primary participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
5.The terms covered transaction, debarred, suspended, ineligible, participant, person,
primary covered transaction, principal, proposal, and voluntarily excluded, as used in this
clause, have the meanings set out in the Definitions and Coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which
this proposal is being submitted for assistance in obtaining a copy of those regulations.
6.Nothing contained in the foregoing shall be construed to require establishment of a system
of records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
Exhibit B
Page 2 of 2
CERTIFICATION
(1)The prospective primary participant certifies to the best of its knowledge and belief, that it,
its owners, officers, corporate managers and partners:
(a)Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded by any Federal department or agency;
(b)Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State
or local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
(c)Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State or local) terminated for cause or default.
(2)Where the prospective primary participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
Signature: Date:
(Printed Name & Title) (Name of Agency or Company)”
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a)
(5)Authorized Signature
Signature: Date:
Exhibit D
Page 1 of 2
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I.Identifying Information
Name of entity D/B/A
Address (number, street) City State ZIP code
CLIA number Taxpayer ID number (EIN) Telephone number
( )A.List the names, addresses, date of birth, SSN, and EIN if applicable for any person(s) whether it be an individual or corporation withan ownership or controlling interest in the disclosing entity or managed care entity. If a person(s) with an ownership or controllinginterest of the disclosing entity is related to another person having ownership or controlling interest as a parent, spouse, sibling orchild . Including whether the person(s) with ownership or controlling interest of the disclosing entity is related to a person (parent,spouse, sibling or child) with ownership or has five (5) percent or more interest in any of its subcontractors please list underRemarks section.
NAME ADDRESS EIN/SSN DOB
B.List the names, addresses, and EIN if applicable for any subcontractor(s) in which the disclosing entity has five (5) percent or moreinterest.
NAME ADDRESS EIN
C.List the names, addresses, and EIN of any other disclosing entity in which an owner of the disclosing entity has an ownership orcontrol interest.
NAME ADDRESS EIN
D.List the names, addresses, date of birth, SSN of Any person(s) with an ownership or control interest in the provider, or agent or
managing employee of the provider; and has been convicted of a criminal offense related to that person's involvement in any
program under Medicare, Medicaid, or the title XX services program since the inception of those programs.
NAME ADDRESS EIN/SSN DOB
E.List any significant business transactions between the provider and any wholly owned supplier, or between the provider and anysubcontractor, during the 5-year period ending on the date of the request. If additional space is needed, attach additional sheets ofpaper and indicate the question being answered.
Name of Supplier:Explain:
F.List each person, including corporate officers and directors for corporations and all partners in partnerships, with an ownership orcontrol interest in any subcontractor with whom the applicant or provider has had business transactions totaling more than$25,000 during the 12-month period preceding the date of the request.
NAME ADDRESS EIN/SSN DOB
Exhibit D
Page 2 of 2
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative (typed) Title
Signature Date
Remarks