HomeMy WebLinkAboutP-22-020 Agreement Community Hospitals of Central California Foundation DBA.pdf Countyco
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INTERNAL SERVICES DEPARTMENT Facilities
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Agreement Number-P_22-02U
T 14, 2022
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Community Hospitals of Central California Foundation
dhm Community Health System, Office ufPhilanthropy
1580E. Shaw Ave
Fresno, Oa0371O
The County of Fresno(County) hereby contracts with Community Hospitals of Central California Foundation
dba Community Health System, Office of Philanthropy (Contractor)to be Health System Champion for the
Prevention Forward program in accordance with the text of this agreement and Attachment"A" by this
reference made o part hereof.
TERM: This Agreement shall become effective January 3, 2022 and shall remain in effect through June 38.
2023.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right tu increase o/decrease orders orquantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment'Y\"
attached, a\the rates set forth in Attachment'Y\".
ORDERS: Orders will be placed on an as-needed basis by County of Fresno Department of Public Health
under this contract.
PRICES: Prices shall be firm for the contract period,Any pricing changes which may take place during the life
of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no
less than thirty(30 days prior to becoming effective.
MAXIMUM: In no event shall services performed andlor fees paid under this Agreement be in excess of
Thirty Thousand Dollars ($30.00O.O0).
ADDITIONAL ITEMS:The County reserves the right 0o negotiate additional items to this Agreement oo ,
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno.All orders shall be
delivered complete as specified.All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor,the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery,which do not
meet specifications,will boa1 the expense ofContractor.
383W.PnntimVVo8 Clovis,CA83612/(559)8D0-7110
^The County nf Fresno isen Equal Employment Opportunity Employer
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 2
Community Hospitals of Central California Foundation dba Community Health System i
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January 14, 2022
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INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement.The Agreement number must appear on all
shipping documents and invoices. Invoice terms shall be Net 45 Days,
INVOICE TERMS: Net forty-five(45)days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty(30)days written
notice to the Contractor. In the event of such termination,the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS:The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal,which may be applicable to Contractor's business,equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION:Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books,documents, papers, data files and other records related to its performance under this j
contract. Such records shall be complete and available to Fresno County,the State of California,the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and for a period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter(e.g., litigation or audit),whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this a
Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
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INSURANCE:Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect,the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two
Million Dollars($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00).This policy shall be issued on a claims-made basis. Such insurance will have a
retroactive date prior to or coinciding with the effective date of this Agreement. In the event that a
claims-made policy is canceled or non-renewed, CONTRACTOR shall obtain extended reporting (tail)
coverage for two(2)years following termination of this Agreement.
B. Automobile Liability: Business Automobile Liability Insurance covering all owned, hired and non-owned
vehicles used in connection with this contract with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages.
C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.)in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars($1,000,000A0)per occurrence, Three Million Dollars($3,000,000,00)annual aggregate.
CONTRACTOR agrees that for a period of three(3)years following termination of this Agreement, it will
maintain Professional Liability Insurance with the limits specified herein or obtain extended reporting (tail)
coverage for this time period.
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 3
Community Hospitals of Central California Foundation dba Community Health System
January 14,2022
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
E. Cyber liability; 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 the duties and
obligations as is undertaken by CONTRACTOR in this Agreement and shall include, but not be j
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(1)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) 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.
F. Molestation: Sexual abuse/molestation liability insurance 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.
Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents,and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein.This insurance shall not be cancelled without a minimum of thirty(30) days advance written
notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall
provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, Department of Public Health, 1221 Fulton Street, 6"'
floor(Attn contracts) Fresno, Ca 93721, stating that such insurance coverage have been obtained and
are in full force; that the County of Fresno, its officers, agents and employees will net be responsible for
any premiums on the policies; that such Commercial General Liability insurance names the County of
Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its
officers, agents and employees, shall be excess only and not contributing with insurance provided under
Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum
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of thirty(30) days advance,written notice given to County. Certificates of Insurance are to include the
contract number at the top of the first page.
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 4
Community Hospitals of Central California Foundation dba Community Health System
January 14, 2022
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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 I
such event.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than$500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent,servant, employee,joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to,or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
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D:1 PUBLIC`CONTRACTS&EXTRACTS V022 CONTRACTS 1 P-22-0201CONTRACTS&AMENOvIEHTS P-22-020 AGREEMENT CCNMUNITY
HOSPITALS OF CENTRAL CALIFORNIA FOUNDATION DBA COMMUNITY HEALTH SYSI EM.COCK
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 5 j
Community Hospitals of Central California Foundation dba Community Health System
January 14, 2022
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matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS:This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set l
forth in Contractor's invoice.This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement,the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the
text of this Agreement(excluding Attachment"A");(2)Attachment"A".
GOVERNING LAWS:This Agreement shall be construed, interpreted and enforced under the laws of the
State of California.Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An"electronic signature"means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to(1) a digital signature; (2)a faxed version of an
original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF
document) of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement(1)is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding,and (2) has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2,Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision(a), paragraphs(1)through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 6
Community Hospitals of Central California Foundation dba Community Health System January i
14, 2022
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or LISPS. j
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Please refer any inquiries in this matter to Erin Jones, Purchasing Analyst,at 559-600-7120 or
eiones(a)fresnocountyca.gov
FOR THE COUNTY OF FRESNO
Digitally signed by Gary Cornuelle
Gary C O rn U e I I e Date:2022.04.28 12:22:22-07'00'
Gary E. Cornuelle
Purchasing Manager
333 W. Pontiac Way i
Clovis, CA 93612 3
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Page 7
Community Hospitals of Central California Foundation dba Community Health System j
January 14, 2022
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CONTRACTOR TO COMPLETE:
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Company: Community Hospitals of Central California Foundation dba
Community Health System, Office of Philanthropy '
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Type of Entity:
El Individual [D Limited Liability Company
Sole Proprietorship 0 Limited Liability Partnership
Corporation El General Partnership
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Address 1530 E. Shaw Ave Suite 106 City Fresno State CA Zip 93636
Telephone Number 559-724-4343 Fax Number 559-724-4350 E-Mail Address giving@communitymedical.org
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Print
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V 'of Development& External Affairs
Signature:Ne &Title ba ie eno_ �cP
enror � -._
Print Name &TII: =" offett, VP Finance
Signatur
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ACCOUNTING USE ONLY
ORG No.: 52601556
Account No.: 7295
Requisition No.: 6622200525
(09/2021)
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Attachment A
Community Hospitals of Central California Foundation dba Community Health System
January 14, 2022
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ATTACHMENT "A"
Scope of Work
The Diabetes Education Program at CHCC Foundation dba Community Health System
Scope of work
January 2022-June 30, 2023
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The Community Diabetes Education Program at Community Medical Centers agrees to be
the Health System Champion (HSC) for the Prevention Forward program at the Fresno j
County Department of Public Health and agrees to complete the following activities:
Goal 1: Increase utilization of the HSC's reporting infrastructure to identify,treat, and
manage patients with diabetes and/or pre-diabetes.
Goal 2: Increase patient utilization and adherence to evidence-based strategies for
monitoring referrals to community self-management programs such as lifestyle change,
nutrition improvement, and physical activity.
Activity Description Deliverables
1. Assess, plan, and implement(to the List of changes made or implemented
degree possible) health information submitted quarterly.
technology(HIT)systems that will
improve patient referrals to your
program.
2. Consult with State contractor for List of TA provided; narrative summary of
technical assistance (TA) regarding results submitted quarterly.
HIT systems to improve
identification, referral, and tracking
of potential patients to the program.
3. Identify and implement(to the List of new policies/procedures
degree possible) policies and/or implemented submitted quarterly.
procedures to improve identification
and referral of diabetic patients to
the Diabetes Self-Management
Education and Support Program at
Community Medical Centers.
4. Provide at least two (2) List of events and copies of flyers submitted
continuing medical education quarterly.
(CME) opportunities regarding
Diabetes Self-Management
Education and Support(DSMES)
Programs and resources.
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PROCUREMENT AGREEMENT NUMBER: P-22-020 Attachment A
Community Hospitals of Central California Foundation dba Community Health System
January 14, 2022
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5. Work to provide telehealth options List of telehealth options implemented
and/or an online platform to deliver submitted quarterly. i
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DSMES services.
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6. Complete quarterly surveys from the Copies of completed and submitted i
State. surveys submitted quarterly.
7. Meet with Fresno County List of meetings attended submitted quarterly.
Department of Public Health Staff at
least once per month to review
activities and deliverables.
8. Participate in meetings and List of meetings attended, and copies of
webinars with the State and/or other meeting agendas submitted quarterly.
partners, such as the California
Prevent Diabetes STAT(Screen,
Test, Act Today),to discuss
challenges and successes. No more
than 4 meetings per year.
Diabetes Care Center at CHCC Foundation dba Community Health System
Prevention Forward Budget for 1/3/2022-6/30/2023
$30,000 Total
Year 1 (2022) Year 2 (2022/2023)
Patient Outreach
Development of Program Materials $3,000.00 $1,500.00
Printing of Program Materials $3,000.00 $3,000.00
Provider Training
Physician Symposium (CME) $7,500.00 $7,500.00
Health Care Worker Training (RN, $2,500.00 $2,000.00
RD, LCSW, LVN, etc.
Total $16,000.00 $14,000.00
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