HomeMy WebLinkAboutP-21-571 Agreement Nurse-Family Partnership Signed.pdf DocuSign Envelope ID:27ABAC4C-C38F-4B82-A51A-34DD5BF1C668
P-21-571
Nurse-Family Partnership Implementation Agreement
This Agreement ("Agreement"), for the period July 1, 2021 through June 30, 2023, is by and
between County of Fresno, a Political Subdivision of the State of California ("Network Partner")
and Nurse-Family Partnership, a Colorado nonprofit corporation ("NFP") (together, the
"Parties").
RECITALS:
A. Whereas, the Nurse-Family Partnership® Program (the "Program") is an evidence-based
program developed on the basis of randomized controlled trial research to yield certain
benefits for low-income, first-time mothers and their children ("Program Benefits").
B. Whereas, the Program Benefits can be described generally as helping low-income, first-time
mothers develop behaviors that enable them to have healthier pregnancies, be better
parents, have emotionally and physically healthier children, and attain greater economic
self-sufficiency.
C. Whereas, the Program implementation by Network Partner must be based upon key
parameters ("Model Elements") identified through research and refined based upon the
Program's experience since 1997 and attached and incorporated herein to this Agreement
as Exhibit A, Nurse-Family Partnership Model Elements.
D. Whereas, Network Partner desires and intends to implement the Program to serve low-
income, first-time mothers in Network Partner's geographic area and to represent itself to
the public and be known to the public as being affiliated with the Nurse-Family Partnership
Program.
E. Whereas, NFP desires and intends to operate in the best interests of mothers and children
and to guide and support the Program implementation process in a manner that will help the
Network Partner obtain Program Benefits for the mothers and children that Network Partner
serves.
F. Accordingly, the Parties wish to enter into this Agreement to memorialize the mechanisms
and means by which Network Partner shall implement the Program and NFP shall support
such implementation. The Parties intend to remain in a contractual relationship for the
period described in Section V herein and thereafter, so long as funding is available to both
Parties for this purpose.
AGREEMENT:
In consideration of the foregoing recitals, which are incorporated herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
I. DEFINITIONS.
A. Agreement-Specific Definitions. In addition to terms defined above and elsewhere in this
Agreement, the following terms shall have the meanings set forth below:
1. "NFP Data Collection System" or"NFP DCS" means the software system that NFP
makes available to Network Partner, into which designated, NFP-approved Network
Partner personnel enter data collected about Clients and the Program, and from
which the Parties can obtain reports to help manage and evaluate program
implementation and results.
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2. "Administrator" means a person with fiscal and quality oversight, operational
coordination responsibilities, and/or evaluation responsibility for the Program's
management.
3. "Client" means a low-income, first-time mother who is enrolled in the Program
implemented by Network Partner.
4. "Effective Date" means the date first noted above and upon which this Agreement
becomes effective.
5. "Fidelity to the Model" means implementing the Program in a manner consistent with
the Model Elements and therefore maximizing the likelihood of achieving results
comparable to those measured in Research.
6. "Electronic Visit-to-Visit GuidelinesTM11 or"E-Guidelines TM" means NFP's written
guidance for how a Nurse Home Visitor schedules and conducts visits with Clients
during the Clients' participation in the Program.
7. "Location" means the work address of a Program Supervisor.
8. "Nurse Home Visitor" or"NHV" means a registered professional nurse employed by
Network Partner who spends at least 20 (twenty) hours per week, or 0.5FTE,
whichever is greater, delivering the Program to Clients.
9. "Program Supervisor" means a registered professional nurse who supervises up to
eight Nurse Home Visitors who implement the Program on behalf of Network
Partner. A Program Supervisor is also known and referred to as a "Nurse
Supervisor."
10. "Research" means any activity, including program evaluation and/or quality
improvement activities, (i) that would, according to Federal regulations, require
review by an Institutional Review Board ("IRB"), or (ii) that could be expected to yield
generalizable knowledge that could be shared publicly with the professional,
academic, and/or lay communities.
11. "Team" means a half- to full-time Program Supervisor and up to eight (8) Nurse
Home Visitors who report to the Program Supervisor. A half-time supervisor can
supervise up to four (4) Nurse Home Visitors.
12. "Program Network Partner" or"PNP" means a private, state, or local organization
responsible for delivering the NFP Program within a specific geographical area.
13. "NFP Community Website" means the website hosted by the national office of NFP
at which Network Partner personnel may access resources related to the Program.
14. "Nurse Consultant" means a registered nurse provided by the National Service Office
("NSO") of NFP, who has been trained by the NSO and is qualified to consult with
Network Partner on matters related to the Program.
B. "Proprietary Property" means all of (i) the Program, including facilitators and handouts,
(ii) the Model Elements, (iii) the name "Nurse-Family Partnership" and the acronym
"NFP" when used in connection with the NFP Logo and the goodwill associated
therewith, (iv) all NFP Community Website and NFP DCS website content, and (v) the
copyrighted materials and other materials used in the Program as of the date hereof that
would be designated as protectable intellectual property under applicable law, including,
but not limited to, all modifications, additions, updates, and derivative works thereof and
all of the rights of NFP and its licensors associated with this property. Proprietary
Property shall also include, individually and collectively, all ideas, concepts, designs,
methods, inventions, modifications, improvements, new uses, and discoveries which are
conceived and/or made in the performance of the responsibilities stated under this
Agreement by one or more of Network Partner, NFP, or its licensors, whether they are
incorporated into the Program or the Proprietary Property. NFP and its licensors reserve
the right to modify the Proprietary Property from time to time in accordance with
collected data, Research, and current modalities of delivery of the Program and for any
other reason NFP or its licensors, in their sole and absolute discretion, deem
appropriate. NFP will provide Network Partner with reasonable notice of those
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modifications. NFP and its licensors shall retain ownership and all rights to all
Proprietary Property, whether modified or not by Network Partner.
C. General Application. Unless a clear contrary intention appears, words used with initial-
capitalized letters shall have the meanings set forth in this Agreement, and (i) the
singular includes the plural and vice versa, (ii) reference to any document means such
document as amended from time to time, (iii) "include" or"including" means including
without limiting the generality of any description preceding such term, and (iv) the term
"or" is not exclusive.
II. NFP OBLIGATIONS; RIGHTS.
A. NFP grants to Network Partner a non-exclusive limited right and license to use the
Proprietary Property for carrying out Network Partner's obligations under this Agreement
in the geographic area within which Network Partner's Nurse Home Visitors serve
Clients. Network Partner shall not use the Proprietary Property in connection with any
social impact bond or pay-for-success contract, including responses to solicitations for
such agreements, without NFP's prior written consent. NFP reserves the right to modify
the Proprietary Property from time to time in accordance with the collected data,
Research, and current modalities of Program delivery. NFP will provide Network Partner
with reasonable notice of Program modifications. NFP shall retain ownership and all
rights to any Proprietary Property, whether modified or not by Network Partner. In any
event, all software and NFP DCS content, excluding Network Partner's data, shall
remain the sole property of NFP.
B. NFP will provide the support described in Exhibit B, Nurse-Family Partnership Support,
attached and incorporated herein, to help Network Partner implement the Program.
C. NFP reserves the right to communicate directly with Network Partner's funders to report
on Network Partner's progress, learn more about funding decisions, and be informed of
actions that may affect Network Partner's Clients. NFP will notify and include Network
Partner in specified communications.
D. NFP shall submit invoices to Network Partner for services provided to Network Partner,
listing a date of provision, a description of each such service, and amounts based upon
the fee schedule provided in Exhibit C, Fees for Nurse-Family Partnership Services,
attached and incorporated herein.
E. NFP may, from time to time, request that Network Partner collect additional data and/or
participate in Research initiated by NFP and intended to improve the NFP model or
implementation of the model. The decision to participate in such Research is, however,
entirely up to Network Partner.
F. NFP, independently or jointly with Network Partner, may publish or present NFP-related
information or Program results in Research reports, books, book chapters, peer-
reviewed journal articles, and at academic or professional conferences, always giving
due credit to the Parties involved and recognizing the rights of the individuals doing the
work. NFP will not identify Network Partner in these materials without Network Partner's
prior written authorization.
G. NFP shall provide data and reporting services on behalf of Network Partner to California
Department of Public Health in a manner that would not violate HIPAA if done by
Network Partner.
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H. Exhibit D, HIPAA Business Associate Addendum (the "BAA") is hereby attached and
incorporated into this Agreement.
III. NETWORK PARTNER OBLIGATIONS.
A. Network Partner will make best efforts to implement the Program with Fidelity to the
Model and will undertake the steps described in Exhibit E, Network Partner
Responsibilities, attached and incorporated herein, to do so.
B. Network Partner shall notify NFP within thirty (30) business days of learning of funding
decisions that may materially affect Network Partner's delivery of the Program and/or
impact Clients' ability to complete the Program.
C. Network Partner will take all appropriate steps to maintain Client confidentiality and
obtain any necessary written Client consents for data analysis or disclosure of protected
health information, in accordance with applicable federal and state laws, including, but
not limited to, authorizations, data use agreements, business associate agreements, as
necessary.
D. Network Partner assumes responsibility for knowledge of and compliance with the State
Nurse Practice Act of its state, state laws, regulations, and licensing requirements
pertaining to nursing practice and state laws and regulations pertaining to mandatory
reporting.
E. Network Partner's Nurse Home Visitors, Program Supervisors, and Administrators shall
complete all required NFP Education. Nurse Home Visitors and Program Supervisors
who leave the Program for two (2) years or longer and then return must attend NFP
Education before visiting Clients and resuming Program delivery. Network Partner shall
ensure that Nurse Home Visitors are able to provide care to Clients in a manner
consistent with the NFP E-GuidelinesTM
F. When requested by NFP, Network Partner will make reasonable efforts to collect
additional data and/or participate in Research intended to improve the NFP model or
implementation of the model. The decision as to whether to participate in such Research
is, however, entirely up to Network Partner.
G. To avoid becoming involved in Research that conflicts with implementing the Program
with Fidelity to the Model, Network Partner shall request NFP's permission prior to
participating in any Research that is (1) initiated by a party other than NFP and (2) that
involves Program staff or explicitly targets the families that are enrolled in the Program.
NFP shall review and approve or disapprove Network Partner's request for participation
in such Research on a timely basis and shall not unreasonably withhold such approval.
H. Network Partner will inform NFP of Network Partner proposals to publish or present
NFP-related information in research reports, books, book chapters, peer-reviewed
journal articles, and at academic or professional conferences. Results of the Program
herein outlined may be published by Network Partner, or jointly by Network Partner and
NFP, always giving due credit to the Parties involved and recognizing the rights of the
individuals doing the work.
I. Network Partner is authorized to reproduce certain published materials specified below
and used in the implementation of the Program so long as (1) this Agreement is in effect,
(2) Network Partner uses the reproductions solely for Program implementation, and (3)
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Network Partner does not sell or otherwise distribute the reproductions to any third party
not involved in Network Partner's implementation of the Program.
1. The published materials covered by this authorization are delivered to Nurse Home
Visitors as part of the NFP education materials in sets referred to as the E-
GuidelinesTM. These are a available electronically/digitally in the online eGuidelines
system
2. The published materials bear notices indicating copyright by any of the following:
a) University of Colorado
b) University of Colorado Health Sciences Center
c) University of Colorado at Denver and Health Sciences Center
d) Nurse-Family Partnership
3. NFP has the right to grant permission to reproduce materials specified above and
that bear the University of Colorado copyright notice under the terms of a
Memorandum of Understanding ("MOU") dated March 31, 2003, between the
University of Colorado Health Sciences Center, now known as University of Colorado
at Denver and Health Sciences Center, and NFP. The MOU gives NFP an exclusive,
perpetual, royalty-free right and license to use copyrighted materials and other
materials used in the Program for the purpose of implementing the Program to serve
low-income, first-time mothers and their families.
4. The corresponding Spanish-language versions of these materials are also covered
by this authorization.
5. Network Partner may not authorize any other entity to reproduce the materials
without prior written permission from NFP.
J. NFP represents to Network Partner and Network Partner understands and agrees that
all Proprietary Property and all associated intellectual property rights are owned
exclusively by NFP and its licensors. Network Partner shall use the Proprietary Property
solely for carrying out Network Partner's obligations under this Agreement and shall not
share the Proprietary Property with third parties or modify any Proprietary Property
without the prior express written permission of NFP. Network Partner may not duplicate,
distribute or provide access to the Proprietary Property to any individual or organization,
except as authorized by this Agreement. Network Partner may allow only trained, NFP-
authorized users to access the NFP DCS. Network Partner shall retrieve all Proprietary
Property from departing employees. Duties of confidentiality and use of the Proprietary
Property under this Agreement shall not expire.
K. Maintenance, Protection and Promotion of the Nurse-Family Partnership®
Program. Network Partner agrees to use all reasonable means to protect, encourage
and promote the Nurse-Family Partnership name and Program. NFP and Network
Partner have a mutual responsibility to support and promote each other, as each of the
Party's activities reflect on the national image of Nurse-Family Partnership and on the
image of Nurse-Family Partnership in the state in which the Network Partner is
located. Network Partner-shall take all reasonable actions necessary to incorporate the
Nurse-Family Partnership Marks and name into any Network Partner material associated
with the Program. In all marketing materials related to the Program, Network Partner
shall take all reasonable actions to use the Nurse-Family Partnership name and make its
Program readily recognizable to the public as an integral part of the Nurse-Family
Partnership.
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IV. FEES AND PAYMENT.
A. Fees associated with NFP services in support of a Program Network Partner are as
follows:
1. Education Services. NFP provides Nurse-Family Partnership education for Nurse
Home Visitors, Program Supervisors, and Network Partner Administrators. This fee
applies once for each individual Nurse Home Visitor, Program Supervisor, and
Administrator working for the Network Partner. Fees will be invoiced to Network
Partner when participants attend the in-person or remote education sessions. The
Education Fees are calculated based on the calendar year.
a) Nurse Home Visitor Education Fees. Required education for Nurse Home
Visitors ("NHV") consists of one instructor-led education unit supported by
distance education components. All Program Supervisors who have never taken
NHV education or who completed it more than two years prior to being promoted
to Program Supervisor are required to attend NHV education as well as Program
Supervisor education.
b) Program Supervisor Education Fees. For Program Supervisors, required
education consists of Nurse Home Visitor education plus two instructor-led
education units supported by distance education components and nurse
consultation.
c) Network Partner Administrator Orientation. Administrator orientation is a two-day
instructor-led education session held remotely or in Denver. Administrator
orientation is required for new Administrators within six (6) months of being hired.
An additional instructor-led Administrator education session is also offered
d) Nurse-Family Partnership Education Materials Fee. Contributes toward the cost
of the following materials:
(1) Nurse-Family Partnership Orientation and Education Materials.
(2) Set of Prenatal, Infancy and Toddler Guidelines (the Electronic Visit to Visit
GuidelinesTM or E-Guidelines TM)
(3) A series of additional nursing practice and program management resources
tied to implementation of the Program.
2. NFP Network Partner Program Support. This is an annual fee, which is due on the
Effective Date and each anniversary thereof and is based on the number of funded
Nurse Home Visitors per team. This annual fee is billed per each active team per
year and contributes to covering costs associated with the following:
a) NFP DCS. Services related to third party data collection systems are not
covered by this Agreement. Fees for supporting Network Partner's use of
third-party data collection systems will be in addition to the Annual Program
Support Fee.
b) Program Quality System and Reporting.
c) Ongoing Nurse-Family Partnership Nurse Home Visitor, Program Supervisor,
and Administrator education; resource library; conference calls; web forums;
Nurse-Family Partnership community resources; and updating NFP E-
GuidelinesTM, educational materials, and supporting materials.
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d) Marketing and Communications consultation and support, including
marketing and community outreach materials (brochures, posters, etc.).
e) Policy and Government Affairs, including advocacy and educational work at
federal and state levels.
f) Nurse Consultation. Contributes to costs associated with a NFP Nurse
Consultant providing the following support to Program Supervisors:
(1) Helping each Program Supervisor develop an annual plan for
implementation.
(2) Monitoring reports based on each Program Supervisor and her/his team's
activity and performance.
(3) Ongoing email support for each Program Supervisor and periodic regular
calls with each Program Supervisor.
(4) Periodic visits to each Program Supervisor with potential travel with each
Program Supervisor and/or selected nurse home visitors.
(5) Model implementation coaching and consultation with each Program
Supervisor.
3. Program Supervisor Replacement Fee. A one-time fixed fee is charged for extra
support when a replacement Program Supervisor is hired by an exiting team, and a
vacant position is thereby filled.
4. Team Addition (same location) Fee. A one-time fixed fee is charged for extra support
when a team is added at the same location.
5. Regional Expansion (new location) Fee. A one-time fixed fee is charged for extra
support when the Network Partner adds a new Team at a new geographical location.
B. Fee prices are subject to change in accordance with Section IV D. below.
C. All fees are based upon NFP's standard terms of invoicing and payment, as follows:
1. Education Fees are invoiced when individuals attend in-person education sessions.
No special reporting or documentation is provided with the invoice(s), except as
required by Section III.C.
2. NFP Program Partner Program Support Fee is invoiced on the Effective Date and
each anniversary thereof to cover each ensuing year and are due in 30 days. No
special reporting or documentation is provided with the invoice(s), except as required
by Section III.C.
3. Program Supervisor Replacement Fee is invoiced when the new Program Supervisor
is hired. No special reporting or documentation is provided with the invoice(s), except
as required by Section III.C.
4. Team Addition Fee (same location) is invoiced on the approved Start Date of the
new Team. No special reporting or documentation is provided with the invoice(s),
except as required by Section III.C.
5. Regional Expansion Fee (new location) is invoiced on the approved Start Date of the
new Team. No special reporting or documentation is provided with the invoice(s),
except as required by Section III.C.
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D. NFP shall invoice Network Partner, without limitation, not to exceed Sixty Thousand
Seventy-Three Dollars ($60,073) annually, for services provided to Network Partner
based upon the fee schedule set forth in Exhibit C, Fees for Nurse-Family Partnership
Services. The attached fee schedule sets out prices for the next two years. NFP
reserves the right to change the fees set forth in Exhibit C during the term of this
Agreement but not more often than annually. NFP will notify Network Partner at least
one year prior to any such change becoming effective.
E. Invoices will be sent to:
Network Partner: County of Fresno, Department of Public Health
Attention: Division Manager, Public Health Nursing
Address: PO Box 11867
Fresno, CA 93775
Telephone: (559) 600-3330
Email: dphboap@fresnocountyca.gov
✓ Please check this box if you would prefer to receive invoices by email
F. Network Partner will send payments, identifying the NFP invoice, within 30 days of
invoice to the address below. Upon agreement, payments may be made by electronic
funds transfer (EFT).
Nurse-Family Partnership
Attention: Finance Department
1900 Grant Street, Suite 400
Denver, CO 80203
or to: ar(aD-nursefamilypartnership.org
V. TERM AND DEFAULT.
A. Term of Agreement. This Agreement shall remain in full force and effect through June
30, 2023, (the "Term") unless it is terminated by mutual agreement of the Parties or as
otherwise provided below.
B. Term Extension. Upon July 1, 2023, this Agreement may be extended for one (1)
additional twelve (12) month period upon written approval of both parties no later than
the last day of the current term. The DPH Director or his or her designee is authorized
to execute such written approval on behalf of Network Partner, unless either party has
provided not less than sixty (60) days' notice to the other of its intention to terminate the
Agreement on the upcoming anniversary date.
C. Non-Allocation of Funds. The terms of this Agreement, and the services to be provided
hereunder, 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 NFP thirty (30) days
advance written notice.
D. Early Termination. The Parties agree that they intend to and will engage in mutual efforts
to keep this Agreement in force for the Term, because it requires approximately three
years for the Clients to complete the Program. Recognizing, however, that
circumstances beyond the control of the Parties may compel one Party to desire
termination before completion of the Term or an extension thereof, either Network
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Partner or NFP may terminate this Agreement at any time by giving the other party
written notice of not less than sixty (60) days.
E. Network Partner Termination for Lack of Funding; Convenience. If Network Partner
terminates the Agreement for any reason other than for an uncured, NFP breach, then
the following provisions shall apply:
1. Network Partner will stop enrolling Clients as of the date notice is given to NFP.
2. Network Partner shall make best efforts to give all Clients enrolled at the time
Network Partner gives NFP a notice of termination the opportunity to complete
the Program at Network Partner or transfer them to another Program Network
Partner. If there are no other NFP programs in the area, Network Partner shall
make best efforts to transfer Clients to another program that can meet their
needs, if such programs exist.
3. If such programs exist, Network Partner shall demonstrate best efforts by
communicating with at least three home visiting programs in its geographical
area to ask if its Clients can be transferred (this includes nearby NFP programs
or programs other than NFP). A report of that communication and the outcome
shall be shared with the National Service Office ("NSO") no more than three
days after communication has occurred.
4. When a new program to which Clients can be transferred has been identified,
Network Partner will work directly with that program's administrator to provide for
the optimal transfer of Clients.
5. When Clients are discharged, Network Partner shall provide Clients with contact
information for the most up-to-date community resources available in its
geographical area (electronically or on paper) at least five days before discharge
(ideally during the last home visit). This will be done to provide the Client enough
time to effectively respond to the situation.
6. If Nurse Home Visitors will lose their jobs due to layoffs, the Network Partner
shall make efforts to relocate these nurses to other NFP sites or other programs
within Network Partner's agency, when such relocation is appropriate and
possible.
F. Default. A party shall be in default under this Agreement (i) if a party breaches a material
provision of this Agreement, which breach is not cured to the non-breaching party's
reasonable satisfaction within thirty (30) days of written notice given to the breaching
party by the non-breaching party or (ii) upon the bankruptcy of a party.
G. Remedies upon Default. The Parties shall use commercially reasonable efforts to take
steps necessary to cause the breaching party to cure the applicable default. If such
default is not cured to the reasonable satisfaction of the other party, and both Parties do
not agree to terminate this Agreement, the Parties shall proceed in accordance with the
dispute resolution process set forth in Section VI.
H. Effect of Termination.
1. If the Agreement is terminated, Network Partner shall pay NFP for all work performed
up to the date of termination. Payment shall be due within thirty (30) days of
termination.
2. If this Agreement is terminated through the dispute resolution process, the rights and
obligations of each of the Parties upon termination shall be spelled out in the dispute
resolution process.
3. Upon termination of this Agreement, regardless of the timing, cause, or mechanism
of such termination:
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a) Network Partner will no longer have access to the NFP DCS;
b) Network Partner shall stop enrolling new Clients;
c) Network Partner shall work with the NFP Nurse Consultant to develop a
transition plan, including, when applicable, a plan to provide continuity of care for
current Clients;
d) NFP may retain a record of all data which has been collected by Network Partner
while implementing the Program and may use that data and reports derived from
it to evaluate the overall progress in national replication of the Program;
e) Network Partner and NFP will continue to comply with all relevant state, federal
laws and all other provisions of this Agreement with respect to maintaining Client
confidentiality;
f) All materials in Network Partner's possession that utilize the Nurse-Family
Partnership logo, tag line, or other protected marks must be returned to NFP or
destroyed;
g) All copies of Proprietary Property that have been provided to Network Partner by
NFP or that have come into Network Partner's possession from other sources
must be returned to NFP or destroyed; and
h) Network Partner will cease to implement the Program and will cease to represent
that it is implementing the Program.
VI. DISPUTE RESOLUTION.
If a dispute arises relating to this Agreement, the Parties shall attempt to resolve that dispute
at the lowest possible level. If the dispute cannot be resolved at that level, the dispute shall
be elevated to the Director, Program Development, of NFP and the Program Supervisor. If
these persons cannot resolve the dispute, it shall be elevated to the next organizational level
of NFP and Network Partner. If the dispute is not resolved through the foregoing process
within a reasonable period of time, not to exceed any period of time that could reasonably
be deemed to have a detrimental impact on the implementation of the Program by Network
Partner, either party may initiate dispute resolution through any avenue permitted in law or
in equity.
VII.LIABILITY.
A. Each party hereto agrees to be responsible and assume liability for its own wrongful or
negligent acts or omissions, or those of its officers, agents, or employees to the full
extent allowed by law.
B. No liability hereunder shall result to a party by reason of delay in performance caused by
force majeure, that is, circumstances beyond the reasonable control of the party,
provided, however, that this provision shall not relieve such Party of its obligation to use
reasonable care in preventing and/or mitigating the effects of the force majeure event.
Vill. ASSIGNMENT; SUBCONTRACTING.
Except as provided herein, this Agreement and the rights, obligations, interests and benefits
hereunder shall not be assigned, transferred, pledged or hypothecated in any way to any
third party, including financing institutions, without the prior written consent of NFP. Network
Partner shall not respond to social impact bond or"pay for success" solicitations or enter
into contracts or funding arrangements that link Program implementation performance to
repayment of funding and name the Program as the targeted service without NFP's prior
written consent. Network Partner shall not engage or utilize the services of any
subcontractor to perform any of Network Partner's services hereunder without the prior
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written consent of NFP. If Network Partner engages a Subcontractor(s) to perform any of
Network Partner's obligations hereunder, Network Partner shall require its Subcontractor(s)
to agree in writing to the same restrictions and conditions as are imposed on Network
Partner by this Agreement.
IX. HOLD HARMLESS
NFP agrees to indemnify, save, hold harmless, and at Network Partner's request, defend
the Network Partner, its officers, agents, and employees from any and all costs and
expenses (including attorney's fees and costs), damages, liabilities, claims, and losses
occurring or resulting to Network Partner in connection with the performance, or failure to
perform, by NFP, its officers, agents, or employees under this Agreement, and from any and
all costs and expenses (including attorney's fees and costs), damages, liabilities, claims,
and losses occurring or resulting to any person, firm, or corporation who may be injured or
damaged by the performance, or failure to perform, of NFP, its officers, agents, or
employees under this Agreement.
X. INSURANCE
A. Without limiting the Network Partner's right to obtain indemnification from NFP or any
third parties, NFP, at its sole expense, shall maintain in full force and effect the
following insurance throughout the term of this Agreement:
1) Commercial General Liability. Commercial General Liability Insurance with limits
of not less than One Million Dollars ($1,000,000) per occurrence and an annual
aggregate of Three Million Dollars ($3,000,000). This policy shall be issued on a
per occurrence basis. Network Partner may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-
Underground (ECU), fire legal liability or any other liability insurance deemed
necessary because of the nature of this Agreement.
2) Automobile Liability. Comprehensive Automobile Liability Insurance with limits
for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000)
per person, One Million Dollars ($1,000,000) per accident, and for property
damages of not less than Fifty Thousand Dollars ($50,000), or such coverage
with a combined single limit of One Million Dollars ($1,000,000). No vehicles
owned by NFP will be used in connection with this Agreement. Coverage will
include any vehicles used in connection with this Agreement.
3) Professional Liability. If NFP employs licensed professional staff(e.g. Ph.D.,
R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance
with limits of not less than One Million Dollars ($1,000,000) per occurrence,
Three Million Dollars ($3,000,000) annual aggregate. NFP agrees that it shall
maintain, at its sole expense, in full force and effect for a period of three (3) years
following the termination of this Agreement, one or more policies of professional
liability insurance with limits of coverage as specified herein.
4) Worker's Compensation. A policy of worker's compensation insurance as may
be required by California Labor Law.
5) Cyber Liability. Cyber Liability Insurance, with limits not less than Two Million
Dollars ($2,000,000) per occurrence or claim, Two Million Dollars ($2,000,000)
aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by NFP 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,
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extortion and network security. Coverage should include breach response costs
as well as regulatory fines and penalties as well as credit monitoring expenses
with limits sufficient to respond to these obligations. "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 NFP's obligations under Section II 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 NFP'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 NFP's obligations under this
Agreement regarding electronic information, including Personal
Information; and (xi) credit monitoring expenses.
6) Technology Professional Liability (Errors and Omissions). Technology
Professional Liability (errors and omissions) Insurance with limits of not less than
Two Million Dollars ($2,000,000) per occurrence. Coverage must encompass all
of the NFP's obligations under this Agreement, including but not limited to claims
involving 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 NFP's obligations under
Section II 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 NFP'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 NFP's obligations under this Agreement
regarding electronic information, including Personal Information; and (xi) credit
monitoring expenses.
B. NFP 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 Network
Partner, its officers, agents and employees shall be excess only and not contributing
with insurance provided under NFP's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice
given to Network Partner.
C. NFP hereby waives its right to recover from Network Partner, its officers, agents, and
employees any amounts paid by the policy of worker's compensation insurance
required by this Agreement. NFP is solely responsible to obtain any endorsement to
such policy that may be necessary to accomplish such waiver of subrogation, but
NFP's waiver of subrogation under this paragraph is effective whether or not NFP
obtains such an endorsement.
D. Within thirty (30) days from the date NFP executes this Agreement, NFP shall
provide certificates of insurance and endorsement as stated above for the foregoing
policy, as required herein, to the County of Fresno, Department of Public Health,
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P.O. Box 11867, Fresno, California, 93775, Attention: Contracts Section —6` Floor,
stating that such insurance coverages have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for
any premiums on the policies; and 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 Network
Partner, its officers, agents and employees, shall be excess only and not contributing
with insurance provided under NFP's policies herein; and that such insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written
notice given to Network Partner.
E. In the event NFP fails to keep in effect at all times insurance coverage as herein
provided, the Network Partner may, in addition to other remedies it may have,
suspend or terminate this Agreement upon the occurrence of such event.
F. All policies shall be issued by admitted insurers licensed to do business in the State
of California. Insurance purchased shall be purchased from companies possessing
a current A.M. Best, Inc. rating of A FSC VII or better.
XI. CONFIDENTIALITY. All services performed by NFP under this Agreement shall be in strict
conformance with all applicable laws and regulations relating to confidentiality and shall be
bound by all terms of the Business Associate Agreement attached as Exhibit D.
XII.NONDISCRIMINATION. During the performance of this Agreement, NFP shall not
unlawfully discriminate against any employee or applicant for employment, or recipient of
services, because of race, religion, color, national origin, ancestry, physical handicap,
medical condition, marital status, age or sex, pursuant to all applicable State and Federal
statutes and regulations.
XIII. MISCELLANEOUS PROVISIONS.
A. Consents. Whenever a Party's consent or approval is required under this Agreement,
such consent or approval shall be requested in writing and not be unreasonably
withheld. If consent or approval is required by an employee of a Party, the Party who
employs such employee shall use at least commercially reasonable efforts to cause the
employee to give or withhold such consent or approval in accordance with this
paragraph. If no response is received by the requesting Party within ten business days
after delivery of the applicable request, consent shall be deemed given.
B. Notices. All notices and other communications that are required or permitted to be given
to the Parties under this Agreement shall be sufficient in all respects if given in writing
and delivered by overnight courier or certified mail, postage prepaid, return receipt
requested, or when sent by electronic mail, receipt confirmed, to the receiving party at
the following addresses:
For NFP:
Original to: With a copy to:
Nurse-Family Partnership Nurse-Family Partnership
1900 Grant Street, Suite400 1900 Grant Street, Suite400
Denver, CO 80203 Denver, CO 80203
Attention: Chief Executive Officer Attention: Chief Legal Officer
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Telephone: 303-327-4274 Telephone: 303-327-4271
Facsimile: 303-327-4260 Facsimile: 303-327-4260
Email: Email:
Frank.Daidone@NurseFamilyPartnership.org Elizabeth.Jasper@NurseFamilyPartnership.org
For Network Partner:
Original to: With a Copy to:
County of Fresno, Department of County of Fresno, Department of Public
Public Health Health
PO Box 11867 PO Box 11867
Fresno, CA 93775 Fresno, CA 93775
Attention: David Luchini, Director Attention: DPH Contracts
Telephone: (559) 600-3200 Telephone: (559) 600-3330
Email: dluchini@fresnocountyca.gov Email: dphcontracts@fresnocountyca.gov
or to such other address as such party may have given to the other by notice pursuant to
this Paragraph. Notice shall be deemed given on the delivery or refusal date, as
specified on the return receipt in the case of certified mail or on the tracking report in the
case of overnight courier.
C. Bindinq Upon Successors and Assigns. This Agreement, and all covenants, terms,
provisions, and agreements contained herein, shall be binding upon and shall inure to
the benefit of the Parties' respective successors and permitted assigns.
D. Waivers. No covenant, term, or condition, or the breach thereof, shall be deemed
waived, except by written consent of the party against whom the waiver is claimed; and
any waiver of the breach of any covenant, term, or condition shall not be deemed to be a
waiver of any preceding or succeeding breach of the same or any other covenant, term,
or condition.
E. Responsibility for Debts and Obligations. Neither party shall be responsible either
directly or indirectly for any of the debts or obligations of the other party except as
provided under this Agreement.
F. No Third-Party Beneficiary. This Agreement does not create any third-party beneficiary
rights in any person or entity, including without limitation, financing institutions.
G. Authority to Contract. The undersigned individuals represent that they are fully
authorized to execute this Agreement on behalf of the respective Parties and make all
representations, warranties, and covenants set forth herein. The Parties represent and
warrant that the execution, delivery, and performance of this Agreement have been duly
authorized by all necessary corporate actions of the Parties and do not violate any laws
or any provisions of any agreement to which the Parties are bound.
H. No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership among the Parties. No party shall have the power
to control the activities or operations of another party and their status is, and at all times
shall continue to be, that of independent contractors with respect to each other. No party
shall hold itself out as having authority or relationship in contravention of this Paragraph.
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I. Attorneys' Fees. If a party shall commence any action or proceeding against another
party in order to enforce the provisions of this Agreement, or to recover damages as a
result of the alleged breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover all reasonable costs in connection therewith, including
reasonable attorneys' fees.
J. Further Assurances. The Parties shall cooperate fully with each other and execute such
further instruments, documents, and agreements, and shall give such further written
assurances, as may be reasonably requested by another party to better evidence and
reflect the transactions described herein and contemplated hereby, and to carry into
effect the intent and purposes of this Agreement.
K. Severability. If any term or provision of this Agreement shall, to any extent, be
determined to be invalid or unenforceable by a court or body of competent jurisdiction,
the remainder of this Agreement shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the full extent permitted by
law.
L. Applicable Law and Venue. This Agreement shall be governed by and construed
according to the internal laws of the State of California. By execution of this Agreement,
each party submits and irrevocably waives any objection to in personam jurisdiction in
the State of California and the forum and convenience of the state and federal courts
thereof. Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California.
M. Survival. The terms and conditions of this Agreement shall survive the expiration or
termination of this Agreement to the full extent necessary for their enforcement and for
the protection of the party in whose favor they operate.
N. Counterparts and Facsimile Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one agreement. 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)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.
O. Audits. NFP is a vendor providing services that support Network Partner's
implementation of the Nurse-Family Partnership®program. Network Partner pays NFP
for these services at an agreed-upon rate, on a fee for service basis. NFP grants
Network Partner a right to audit, with reasonable notice, those records that are directly
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related to determining that fees paid by Network Partner to NFP have been invoiced
accurately under the terms of this agreement. If this paragraph conflicts with any other
provisions in the Agreement, this paragraph will take precedence.
P. Entire Agreement. This Agreement (together with Exhibits hereto, which are hereby
incorporated by this reference) constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral, among themselves or their agents and representa-
tives relating to the subject hereof. This Agreement may be altered, amended, or
revoked only by an instrument in writing signed by all the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date set forth herein by their duly authorized representatives.
For NFP: For Network Partner:
Nurse-Family Partnership County of Fresno, a Political Subdivision of
the State of California
DocuSigned by: Digitally signed by Gary
13 13 Gary Cornuelle Cornuelle
Date:2022.07.07 13:21:00
y• SRf1.ft�R7nS ndR y: -07'00'
Signature Signature
Frank Daidone, Gary E. Cornuelle, Purchasing Manager
President & CEO (Printed Name & Title)
(Printed Name & Title)
5/26/2022
Date:
Date: 07/07/2022
FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
Organization: 56201706/56201718/56201719/56201748/56201750
Account/Program: 7295/0
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EXHIBIT A. NURSE-FAMILY PARTNERSHIP MODEL ELEMENTS
When the Program is implemented in accordance with these Model Elements, the Parties can
reasonably have a high level of confidence that results will be comparable to those measured in
research. Conversely, if implementation does not incorporate these Model Elements, results
may be different from Research results.
Element 1. Client participates voluntarily in the Nurse-Family Partnership Program.
Element 2. Client is a first-time mother.
Element 3. Client meets low- income criteria at intake.
Element 4. Client is enrolled in the Program early in her pregnancy and receives her first
home visit by no later than the end of the 28t" week of pregnancy.
Element 5. Client is visited one-to-one: one Nurse Home Visitor to one first-time mother/
family.
Element 6. Client is visited in her home, as defined by the Client, or in a location of the
Client's choice.
Element 7. Client is visited throughout her pregnancy and the first two years of her child's life
in accordance with the standard NFP visit schedule or an alternative visit
schedule agreed upon between the Client and Nurse Home Visitor.
Element 8. Nurse Home Visitors and Program Supervisors are registered professional
nurses with a minimum of a Baccalaureate degree in nursing.
Element 9. Nurse Home Visitors and Program Supervisors participate in and complete
education required by NFP NSO. In addition, a minimum of one current
Administrator participates in and completes the Administrator Education required
by NFP.
Element 10. Nurse Home Visitors use professional knowledge, nursing judgment, nursing
skills, screening tools and assessments, frameworks, guidance and the NFP E-
GuidelinesTM to individualize the Program to the strengths and risks of each
family and apportion time across defined Program domains.
Element 11. Nurse Home Visitors and Program Supervisors apply nursing theory, nursing
process and nursing standards of practice to their clinical practice and the
theoretical framework that underpins the Program, emphasizing Self-Efficacy,
Human Ecology and Attachment theories, through current clinical methods.
Element 12. A full-time Nurse Home Visitor carries a caseload of 25 or more active Clients.
Element 13. NFP Network Partners are required to employ a Program Supervisor at all times.
Element 14. Program Supervisors provide Nurse Home Visitors clinical supervision with
reflection, demonstrate integration of the theories, and facilitate professional
development essential to the Nurse Home Visitor role through specific
supervisory activities including 1:1 clinical supervision, case conferences, team
meetings and field supervision.
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Element 15. Nurse Home Visitors and Program Supervisors collect data as specified by NFP
and ensure that it is accurately entered into the NFP Data Collection System
("DCS") in a timely manner.
Element 16. Nurse Home Visitors and Program Supervisors use data and NFP reports to
assess and guide Program Implementation, enhance Program quality and
demonstrate Program Fidelity and inform clinical practice and supervision.
Element 17. Network Partner is located in and operated by an organization known in the
community for being a successful provider of prevention services to low-income
families.
Element 18. Network Partner convenes a long-term Community Advisory Board that reflects
the community composition and meets at least quarterly to implement a
community support system for the program and to promote program quality and
sustainability.
Element 19. Adequate organizational support and structure shall be in place to support Nurse
Home Visitors and Program Supervisors to implement the Program with Fidelity
to the Model.
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EXHIBIT B. NURSE-FAMILY PARTNERSHIP SUPPORT FOR NETWORK PARTNER
To help Network Partner implement the Program with Fidelity to the Model, NFP provides the
following support to Network Partner:
I. NFP provides support to help Network Partner prepare to implement the Program including:
A. Materials to help Network Partner:
1. Select and set up Network Partner's work space;
2. Establish telecommunications and computer capabilities;
3. Recruit and hire Program Supervisors, Nurse Home Visitors, and administrative
support staff;
4. Establish a network of sources who may refer low-income, first-time mothers to
Network Partner;
5. Facilitate enrollment of Clients;
6. Establish a network of social services which can provide support to Network
Partner's Clients;
7. Work with media;
8. Inform the community and build support for Network Partner, the Program, and
Program Benefits;
9. Establish strong, stable, and sustainable funding for Network Partner operations.
B. An NFP DCS users' manual, which provides instructions describing what data must be
collected for NFP DCS by Network Partner's staff, how that data must be entered into
NFP DCS, and how reports can be obtained. NFP may modify the NFP DCS users'
manual from time to time and will provide Network Partner with updated versions on a
timely basis.
C. Access to an Internet-based discussion forum with other entities that are implementing
the Program.
D. A visit to Network Partner by a member of NFP staff to offer direct consultation on
Program implementation.
II. NFP provides ongoing support to Network Partner via telephone and email during Program
implementation and operation, including:
A. Consultation with respect to topics such as, developing community support, keeping
interested constituencies informed about progress and results, planning and
implementing expansion, and sustaining and increasing funding;
B. Model implementation consultation for Program Supervisors and Nurse Home Visitors;
C. Consultation regarding data collection, entry, management, and interpretation.
D. On-site consultation as is mutually deemed necessary and appropriate.
III. NFP provides a description of education programs, both required and optional, and a
schedule of upcoming education events and locations. NFP may modify the specific names,
descriptions, and content of education programs, as well as their schedule and locations
from time to time and will inform Network Partner of such modifications on a timely basis.
IV. NFP provides education to Program Supervisors and Nurse Home Visitors at dates and
locations to be determined by NFP. Education will cover the following topics:
A. The Program, Program Benefits, and Model Elements;
B. Use of the NFP DCS, including data collection, entry, management, and interpretation;
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C. Implementation of the Program using the NFP E-GuidelinesTm and associated tools and
materials;
D. Knowledge and skills needed by the NFP Program Supervisor for proper Program
delivery; and
E. Other aspects of the Program that NFP believes are warranted for successful Program
implementation by the staff at Network Partner.
V. NFP provides E-GuidelinesTm and other materials to help Program Supervisors and Nurse
Home Visitors implement the Program with Fidelity to the Model Elements. NFP may modify
the E-Guidelines from time to time and will provide Network Partner with updated versions
on a timely basis.
VI. NFP provides support for Network Partner's use of the NFP DCS, including:
A. Monitoring the Network Partner's data collection and entry activity and quality and
providing feedback to Network Partner as appropriate;
B. Maintaining and supporting NFP DCS software;
C. Upgrading NFP DCS software when deemed necessary by NFP; and
D. Technical assistance via telephone or e-mail to support Network Partner's use of the
NFP DCS.
VI I. NFP provides implementation reports and evaluation reports at such times as NFP deems
commercially reasonable and necessary to meet the needs of Network Partner and entities
to which Network Partner may be obligated to provide such information. Subject to
applicable federal and state laws, if any, such reports cover:
A. Network Partner activity. Reports designed primarily for Program Supervisors and Nurse
Home Visitors to help them manage Nurse Home Visitor activity.
B. Quality improvement. Reports aimed to help Network Partner improve Fidelity to the
Model including reports designed (i) to assist Program Supervisors and Nurse Home
Visitors identify and prioritize actions for improving Program outcomes, and (ii) to help
NFP staff assess how Network Partners are performing with respect to Fidelity to the
Model.
C. Program outcomes. Reports designed to help Program Supervisors and funding decision
makers assess the effectiveness of the Program as applied to Network Partner's
particular circumstances.
D. These reports are available on a pre-defined schedule or from the NFP DCS Website on
demand. NFP may modify the Program Reports from time to time.
Vill. NFP will provide art work and color and usage guidelines to help Network Partner develop
and produce communications materials that properly use the NFP trademark, logo, tag lines,
and other copyrighted or otherwise protected language, images, and materials controlled by
NFP.
IX. NFP will periodically assess the extent to which Network Partner is implementing the
Program with Fidelity to the Model. When such assessment indicates opportunities for
Network Partner to improve its results by strengthening Fidelity to the Model, NFP staff will
meet with Network Partner's supervisors and staff and mutually develop a Collaborative
Success Plan ("CSP"). From time to time, NFP may engage either internal or external
auditors to evaluate the performance of the Network Partner. Network Partner will cooperate
fully with any quality audit that is undertaken by or on behalf of NFP.
X. Collaborative Success Plan ("CSP"). The NFP Program is a model where collaboration and
change occur within the context of a relationship with shared goals. The CSP was
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developed to facilitate shared agreements and planning between NFP and Program
Network Partners throughout the life span of Program implementation and is updated at
least annually. The CSP operates as follows:
A. The goal of the CSP is to support alignment with the Model Elements (Fidelity to the
Model) in the areas of program growth, operational efficiency, outcomes, and
sustainability. Like the nursing process, the CSP provides opportunities to support
Program implementation throughout the life cycle of a Program Network Partner. The
CSP is periodically assessed and updated as circumstances require to identify
opportunities for growth. The CSP provides a framework for action to support those
opportunities. The Program Network Partner and NFP Nurse Consultants collaborate to
create a CSP with action items that include both NFP responsibilities and the Program
Network Partner's responsibilities.
B. A CSP serves as a tool for both the Program Network Partner and NFP to monitor
progress towards mutually agreed upon areas for growth and to ensure that NFP is
providing adequate support to enable the Program Network Partner to serve families in
the community effectively. Both Parties will have access to the document which will
include mutually agreed upon goals, contributing factors, and action items for both NFP
and the Program Network Partner. Progress on goals will be assessed regularly during
consultation calls.
C. After a CSP is finalized, the NFP will provide the Program Network Partner with full-time
access to it. The CSP includes documentation of shared goals and progress on action
items. CSPs are reviewed quarterly at a minimum, and more often as needed.
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EXHIBIT C. FEES FOR NURSE-FAMILY PARTNERSHIP SERVICES
NFP FEES FOR THE FIRST TWO YEARS OF SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE AS
FOLLOWS, SUBJECT TO CHANGE IN ACCORDANCE WITH SECTION IV:
Section 1: Education, Replacement, and Expansion Fees
Nurse Home Visitor Education Fee Invoiced u on completion of the face-to-face session
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $5,100.00 Per NHV or Program Supervisor Attendee
1/1/2022 12/31/2022 $5,254.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $5,412.00
Program Supervisor Education Fee Invoiced u on completion of the face-to-face session
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $922.00 Per Program Supervisor Attendee
1/1/2022 12/31/2022 $950.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $979.00
Program Supervisor Unit 2 Education Fee Invoiced upon com letion of the face-to-face session
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $800.00 Per Program Supervisor Attendee
1/1/2022 12/31/2022 $825.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $850.00
Administrator Standard Education Fee (Invoiced upon com letion of the face-to-face session
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $603.00 Per Administrator Attendee
1/1/2022 12/31/2022 $621.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $640.00
Administrator Optional Session Education Fee Invoiced upon com letion of the face-to-face session
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $282.00 Per Administrator Attendee
1/1/2022 12/31/2022 $290.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $299.00
NHV Educational Materials Fee (Invoiced upon completion of the face-to-face NHV education session)
Price Effective Date* End Date Unit Price Unit of Measure
7/1/2021 12/31/2021 $648.00 Per NHV or Program Supervisor Attendee
1/1/2022 12/31/2022 $667.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2023 12/31/2023 $687.00
Program Supervisor Replacement Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
7/1/2021 6/30/2022 $3,462.00 One time per Replacement of Program Supervisor
per Occurrence
7/1/2022 6/30/2023 $3,566.00 Price is set on contract anniversary date
Team Addition Expansion Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
One time per expansion per Occurrence.
7/1/2021 06/30/2022 $19,781.00 (Price is set on contract anniversary date)
7/1/2022 06/30/2023 $20,374.00
Regional Ex ansion Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
One time per expansion per Occurrence.
7/1/2021 06/30/2022 $24,726.00 Price is set on contract anniversary date
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7/1/2022 1 06/30/2023 $25,468.00
Data Transmittal Fee Invoiced at the time of occurrence
Unit of Measure
Price Effective Date End Date Unit Price
7/1/2021 06/30/2022 $688.00 Invoiced at the time of Occurrence.
7/1/2022 06/30/2023 $708.00 Invoiced at the time of Occurrence.
Section II: Annual Fees
NFP Network Partner Annual Program Support Fee (For the First Team at a Location)
Invoiced annually on the Price Effective Date
Price Effective Date End Date Unit Price Unit of Measure
Annual per first team per year
(The fee total is based on the number
of funded Nurse Home Visitors per team)
Two NHV Team 7/1/2021 06/30/2022 $20,304.00
Two NHV Team 7/1/2022 06/30/2023 $20,568.00
Three NHV Team 7/1/2021 06/30/2022 $21,024.00
Three NHV Team 7/1/2022 06/30/2023 $21,420.00 (Price is set on contract anniversary date)
Four NHV Team 7/1/2021 06/30/2022 $21,744.00
Four NHV Team 7/1/2022 06/30/2023 $22,260.00
Five NHV Team 7/1/2021 06/30/2022 $22,464.00
Five NHV Team 7/1/2022 06/30/2023 $23,112.00
Six NHV Team 7/1/2021 06/30/2022 $23,184.00
Six NHV Team 7/1/2022 06/30/2023 $23,964.00
Seven NHV Team 7/1/2021 06/30/2022 $23,904.00
Seven NHV Team 7/1/2022 06/30/2023 $24,816.00
Eight NHV Team 7/1/2021 06/30/2022 $24,624.00
Eight NHV Team 7/1/2022 06/30/2023 $25,668.00
NFP Network Partner Annual Program Support Fee (For the Second and Subsequent Teams at a Location)
Invoiced annually on the Price Effective Date
Price Effective Date End Date Unit Price Unit of Measure
Annual per second or subsequent team per year
(The fee total is based on the number
of funded Nurse Home Visitors per team
Two NHV Team 7/1/2021 06/30/2022 $18,456.00
Two NHV Team 7/1/2022 06/30/2023 $18,720.00 (Price is set on contract anniversary date)
Three NHV Team 7/1/2021 06/30/2022 $19,176.00
Three NHV Team 7/1/2022 06/30/2023 $19,572.00
Four NHV Team 7/1/2021 06/30/2022 $19,896.00
Four NHV Team 7/1/2022 06/30/2023 $20,424.00
Five NHV Team 7/1/2021 06/30/2022 $20,616.00
Five NHV Team 7/1/2022 06/30/2023 $21,264.00
Six NHV Team 7/1/2021 06/30/2022 $21,336.00
Six NHV Team 7/1/2022 06/30/2023 $22,116.00
Seven NHV Team 7/1/2021 06/30/2022 $22,056.00
Seven NHV Team 7/1/2022 06/30/2023 $22,968.00
Eight NHV Team 7/1/2021 06/30/2022 $22,776.00
Eight NHV Team 7/1/2022 1 06/30/2023 1 $23,820.00
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EXHIBIT D. HIPAA BUSINESS ASSOCIATE ADDENDUM
I. NFP is considered a Business Associate of Network Partner, as NFP either: (A) performs
certain functions on behalf of or for Network Partner that may involve the use or disclosure
of protected individually identifiable health information by Network Partner to NFP, or the
creation or receipt of PHI by NFP on behalf of Network Partner; or (B) provides legal,
actuarial, accounting, consulting, data aggregation, management, administrative,
accreditation, financial or social services for Network Partner involving the disclosure of PHI.
II. Network Partner and NFP mutually agree to incorporate the terms of this Exhibit into the
Agreement to comply with the requirements of the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and HIPAA's implementing regulations, Title 45, Parts
160 and 164 of the Code of Federal Regulations ("Security and Privacy Rule"), as amended
by HITECH. If any conflict exists between the terms of the Agreement and this Exhibit, the
terms of this Exhibit shall govern.
III. This Exhibit is specific to those services and programs included in the Agreement where it
has been concluded that NFP is performing specific functions on behalf of Network Partner
that have been determined to be covered under the HIPAA Security and Privacy Rule.
NFP's activities within the Agreement may include, but are not limited to the following: (i)
data analysis, processing or administration, (ii) quality assurance, (iii), billing, and (iv) other
management or administrative functions where NFP may not otherwise be subject to the
HIPAA Security and Privacy Rule, including also health services functions.
IV. Definitions:
A. Protected Health Information (PHI) means any information, whether oral or recorded in
any form or medium, including Electronic Health Records (EHR), that: (i) relates to the
past, present or future physical or mental condition of any Individual; the provision of
health care to an Individual; or the past, present or future payment of the provision of
health care to an Individual; and (ii) identifies the Individual, or with respect to which
there is a reasonable basis to believe the information can be used to identify the
Individual. PHI includes demographic information unless such information is de-identified
according to the Security and Privacy Rule.
B. Individual means the person who is the subject of PHI, and shall include a person who
qualifies under the Security and Privacy Rule as a personal representative of the
Individual.
V. Capitalized terms used in this Exhibit, but not otherwise defined, shall have the same
meaning as those terms in the Security and Privacy Rule, as amended from time to time.
VI. Prohibition on Unauthorized Use or Disclosure of PHI: NFP shall not use or disclose any PHI
received from or on behalf of Network Partner except as permitted by the Security or Privacy
Rule, or as required by law, or as otherwise authorized in writing by Network Partner.
VI I. Use and Disclosure of Protected Health Information: Except as described in Section IV, NFP
may use or disclose PHI only for the following purpose(s):
A. For the proper management and administration of the functions and activities related to
the provision of healthcare services specified within the Agreement.
B. For meeting its obligations as set forth in any agreements between the parties
evidencing their business relationship.
C. As would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure
were made by Network Partner or as required by applicable law, rule or regulation.
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D. For Data Aggregation purposes for the Health Care Operations of Network Partner.
E. For use in NFP's operations as described in the Agreement.
VIII. Disclosures of PHI shall, to the extent practicable, be limited to the applicable limited data
set and to the minimum necessary information to accomplish the intended purpose of the
use, disclosure or request unless otherwise determined by guidance of the Secretary of the
U.S. Department of Health and Human Services ("Secretary").
IX. Use of PHI for Certain of NFP's Operations: NFP may use and/or disclose PHI it creates for,
or receives from, Network Partner to the extent necessary for NFP's proper management
and administration, or to carry out NFP's legal responsibilities, only if:
A. The disclosure is required by law.
B. NFP obtains reasonable assurances, evidenced by written contract, from any person or
organization to which NFP shall disclose such PHI that such person or organization
shall:
1. Hold such PHI in confidence and use or further disclose it only for the purpose for
which NFP disclosed it to the person or organization, or as required by law; and
2. Notify NFP, who shall in turn promptly notify Network Partner, of any instance which
the person or organization becomes aware of in which the confidentiality of such PHI
was breached.
X. Safeguarding of PHI: NFP shall develop, implement, maintain, and use appropriate
administrative, technical, and physical safeguards to prevent the improper use or disclosure
of all PHI, in any form or media, received from or created or received by Network Partner on
behalf of, Network Partner. NFP shall document and keep these security measures current,
consistent with HIPAA Security regulations. NFP shall cooperate and respond in good faith
to any reasonable request from Network Partner to discuss and review NFP's safeguards.
XI. Subcontractors and Agents: If NFP provides any PHI which was received from, or created
for Network Partner, to a subcontractor or agent, then NFP shall require such subcontractor
or agent to agree to the same restrictions and conditions as are imposed on NFP by this
Exhibit and by sections 164.502 and 164.504(e) of Title 45 of the Code of Federal
Regulation, as amended from time to time. NFP shall keep Network Partner informed of the
identities of all subcontractors having access to PHI created, received, maintained or
transmitted on behalf of Network Partner.
XI I. Access to PHI: At the direction of Network Partner, NFP agrees to provide access to any
PHI held by NFP which Network Partner has determined to be part of Network Partner's
Designated Record Set, in the time and manner designated by Network Partner. This
access will be provided to Network Partner or, as directed by Network Partner, to an
Individual, in order to meet the requirements under the Security and Privacy Rule.
XIII. Reporting of Unauthorized Disclosures or Misuse of PHI: NFP shall report to Network
Partner any unauthorized acquisition, access, use or disclosure of PHI. NFP shall make the
report to Network Partner within ten (10) business days after NFP confirms the existence of
such use or disclosure. NFP's report shall identify: (i) each individual protected by this
Exhibit whose PHI has been, or is reasonably believed by NFP to have been, accessed,
acquired or disclosed, (ii) the nature of the unauthorized use or disclosure, (iii) the PHI used
or disclosed, (iv) who made the unauthorized use or received the unauthorized disclosure,
(v) what NFP has done or shall do to mitigate any deleterious effect of the unauthorized use
or disclosure, and (vi) what corrective action NFP has taken or shall take to prevent future
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similar unauthorized use or disclosure. NFP shall provide such other information, including a
written report, as reasonably requested by Network Partner.
XIV. Mitigating Effect of Unauthorized Disclosure or Misuse of PHI: NFP agrees to mitigate, to the
extent practicable, any harmful effect that is known to NFP of a misuse or unauthorized
disclosure of PHI by NFP in violation of the requirements of this Exhibit.
XV. Notification Requirements In the event of Unauthorized Disclosure or Misuse of PHI. In the
event of a Breach, NFP agrees to take the following steps within sixty (60) days:
A. Provide written notice by first-class mail to the Individual or next of kin if the Individual is
deceased, at the last known address of the Individual or next of kin, or if specified as a
preference by the Individual, by electronic mail.
B. If contact information is insufficient to provide notice to an individual, provide a substitute
form of notice; and, where there are ten (10) or more Individuals with insufficient contact
information, make a conspicuous posting as required by the Secretary as provided on
the Secretary's official web site.
C. If the Breach involves the PHI of more than five-hundred (500) Individual residents of the
state, notify prominent media outlets.
D. Include in notice to individuals: (i) a brief description of what happened; (ii) a description
of the type of information involved; (iii) steps Individuals should take to protect
themselves from potential harm resulting from the Breach; a description of what is being
done to investigate the Breach, mitigate losses and protect against further breaches; and
(iv) contact procedures for Individuals to obtain further information.
E. Comply with any other notice requirements of the Security and Privacy Rule, the ARRA
of 2009 or guidance statements of the Secretary, as amended from time to time.
XVI. Log of Unauthorized Disclosure or Misuse of PHI: NFP shall maintain a log of any Breach
covered by this Exhibit and shall annually submit such log to Network Partner. NFP shall
provide immediate notice to Network Partner of any breach of the PHI of five-hundred (500)
or more individuals.
XVII. NFP shall report to Network Partner, in writing, any knowledge or reasonable belief that
there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
NFP's systems containing PHI, or PHI shared by Network Partner not permitted by this
Agreement of which it becomes aware, immediately and without reasonable delay and in no
case later than two (2) business days of discovery. Immediate notification shall be made to
Network Partner's Information Security Officer and Privacy Officer and Network Partner's
DPH HIPAA Representative, within two (2) business days of discovery. The notification
shall include, to the extent possible, the identification of each individual whose unsecured
PHI has been, or is reasonably believed to have been, accessed, acquired, used, disclosed,
or breached. NFP shall take prompt corrective action to cure any deficiencies and any
action pertaining to such unauthorized disclosure required by applicable Federal and State
Laws and regulations. NFP shall investigate such breach and is responsible for all
notifications required by law and regulation or deemed necessary by Network Partner and
shall provide a written report of the investigation and reporting required to Network Partner's
Information Security Officer and Privacy Officer and Network Partner's DPH HIPAA
Representative. This written investigation and description of any reporting necessary shall
be postmarked within the thirty (30) working days of the discovery of the breach to the
addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Public Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
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(559) 600-6439 (559) 600-6405 (559) 600-5800
P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way
Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
XVIII. Accounting to Network Partners and to Government Agencies: NFP shall make its internal
practices, books, and records relating to the use and disclosure of PHI available to Network
Partner, or at the request of Network Partner, to the Secretary or his/her designee, in a time
and manner designated by Network Partner or the Secretary or his/her designee, for the
purpose of determining NFP's compliance with the Security and Privacy Rule. NFP shall
promptly notify Network Partner of communications with the Secretary regarding PHI
provided by or created by Network Partner and shall provide Network Partner with copies of
any information NFP has made available to the Secretary under this provision.
XIX. Prohibition on Sale of Electronic Health Records or Protected Health Information: NFP shall
not receive remuneration in exchange for any EHR or PHI of an Individual received from or
on behalf of Network Partner.
XX. Term and Termination: In addition to the rights of the parties established by the Agreement,
if Network Partner reasonably determines in good faith that NFP has materially breached
any of its obligations under this Addendum, Network Partner, in its sole discretion, shall
have the right to:
A. Exercise any of its rights to reports, access and inspection under this Exhibit; and/or
B. Require NFP to submit to a plan of monitoring and reporting, as Network Partner may
determine necessary to maintain compliance with this Exhibit, and/or
C. Provide NFP with a thirty (30)-day period to cure the breach; or
D. Terminate the Agreement immediately.
XXI. Before exercising any of these options, Network Partner shall provide written notice to NFP
describing the violation and the action it intends to take.
XXII. Return or Destruction of PHI: The Parties agree that the return or destruction of PHI or
Health Information is not feasible, due to data integrity and ongoing Program evaluation.
Therefore, NFP shall extend the protections of this Exhibit to PHI and Health Information
received from or created on behalf of Network Partner, and limit further uses and disclosures
of such PHI, for so long as NFP maintains the PHI.
XXIII. Miscellaneous:
A. Automatic Amendment: Upon the effective date of any amendment to the regulations
promulgated by the Secretary with regard to PHI, this Exhibit shall automatically amend
so that the obligations imposed on NFP remain in compliance with such regulations.
B. Interpretation: Any ambiguity in this Exhibit shall be resolved in favor of a meaning that
permits Network Partner to comply with the Security and Privacy Rule.
XXIV. The Parties acknowledge that, while providing the services to Network Partner under the
terms of the Agreement, NFP will be enabling the Prevention Research Center for Family
and Child Health ("PRC"), an organization which is part of the University of Colorado at
Denver and Health Sciences Center, to access data that may be PHI for the purposes of
research, analysis, and reporting. NFP will ensure that PRC and its employees and NFP's
agents, employees, subcontractors or others to whom it provides PHI received by or created
by NFP on behalf of Network Partner agree in writing to the same restrictions and conditions
that apply to NFP with respect to such information. NFP also agrees to take all reasonable
steps to ensure that its employees', agents', or subcontractors' actions or omissions do not
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cause NFP to breach the terms of this Addendum. NFP will use all appropriate safeguards
to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of
this Agreement and Exhibit.
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EXHIBIT E. NETWORK PARTNER RESPONSIBILITIES
To ensure that the Nurse-Family Partnership Program is implemented with Fidelity to the
Model, Network Partner will undertake the following actions during initial implementation and
ongoing operation:
I. Network Partner shall:
A. Identify, from its top tier leadership, an Administrator to support Program
implementation within the community;
B. Set up and maintain an appropriate work space for staff who are to implement the
Program;
C. Establish and maintain appropriate telecommunications and computer capabilities for
staff;
D. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and
administrative support staff;
E. Establish, maintain, keep current, and improve its network of referral sources who
will refer low-income, first-time mothers to Network Partner;
F. Enroll Clients that meet the criteria specified in the Model Elements.
G. Establish, maintain, keep current and improve its network of social services and
community resources that can provide support to Network Partner's Clients;
H. Work with media to ensure timely and accurate communication to the public about
the Program and its implementation by Network Partner;
I. Inform the community and build support for Network Partner, the Program, and
Program Benefits, including educating local, state and/or federal policymakers;
J. Establish and maintain strong, stable, and sustainable funding for Network Partner
operations and seek new funding streams to sustain and expand the Program.
K. Utilize NFP's Internet-based discussion forum to share learning with other entities
that are implementing the Program.
II. Network Partner will keep NFP informed of implementation issues that may impact
Program sustainability, ability to reach Program capacity, and Fidelity to the Model.
III. Network Partner will ensure that all Administrators, Program Supervisors, Nurse Home
Visitors, and administrative staff attend, participate in, and/or complete education
programs required by NFP, do so on a timely basis, and, upon completion, demonstrate
a level of competence deemed satisfactory by NFP in its reasonable discretion.
IV. Network Partner will ensure that no Nurse Home Visitor is assigned a case load or
makes a Client visit (except in the company of an NFP-educated Nurse Home Visitor)
until after she/he has completed Unit II on the Program, Program Benefits, Model
Elements, use of the NFP DCS, and implementation of the Program for mothers who are
pregnant.
V. Network Partner will implement the Program in accordance with the E-Guidelines TM
including:
A. Ensure enrollment of 25 first-time mothers per full-time Nurse Home Visitor within
nine months of beginning implementation and make best efforts to maintain that level
of enrollment on an ongoing basis;
B. Ensure that each full-time Nurse Home Visitor carries a caseload of at least 25 active
families; and
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C. Ensure that the essential Program content as described in the E-Guidelines TM is
addressed with Clients by Nurse Home Visitors.
VI. Network Partner will ensure the availability of appropriate, fully functioning computer
systems and software at Network Partner's location for use of the NFP DCS and to
communicate with NFP by email.
VI I. Network Partner will ensure that Program Supervisors and Nurse Home Visitors (a)
collect required data on Client visits and enter it into the NFP DCS completely and
accurately within five (5) business days of visiting the Client, and (b) enter any other data
for NFP DCS completely and accurately on or before the last day of each calendar
month, taking all appropriate steps to maintain Client confidentiality and obtain any
necessary written permissions or agreements for data analysis or disclosure of protected
health information, in accordance with HIPAA (Health Insurance Portability and
Accountability Act of 1996) regulations, including, but not limited to, authorizations, data
use agreements, and business associate agreements, as necessary. Failure of Network
Partner to comply with any applicable provision of HIPAA will constitute a breach of this
Agreement.
VI II. Network Partner will ensure that Program Supervisors:
A. Aim to develop a supportive relationship with the Nurse Home Visitors she/he
supervises;
B. Meet one-on-one with each Nurse Home Visitor at least weekly to provide clinical
supervision using reflection, preferably in person but by telephone where travel
constraints limit nurse or Program Supervisor mobility; and
C. Run activity reports and quality improvement reports from the NFP DCS on a timely
basis (typically monthly); use such reports to assess areas where systems,
organizational, or operational changes are needed to enhance the overall quality of
program operations; and develop and implement action plans based on these
assessments, team meetings and case conferences, in accordance with the Model
Elements.
IX. Network Partner will ensure that Administrators:
A. Support the Team as appropriate;
B. Review annual outcome and fidelity measures to assess the status of Program
implementation;
C. Review capacity and sustainability regularly;
D. Take advantage of NFP's ongoing distance learning opportunities related to
Administrator education, including online learning and, when practical and
appropriate, travel to the NSO for additional training;
E. Make best efforts to support the Community Advisory Board ("CAB"), and
F. Maintain an ongoing commitment to the professional development and education of
Nurse Home Visitors and provide opportunities for additional training, when
applicable.
X. Network Partner will develop a Community Advisory Board with diverse representation
(for example, health, mental health, education, criminal justice, youth, business, social
services, faith-based leaders, other prominent community organization leaders) to
ensure broad-based community support for Network Partner's implementation of the
Program.
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XI. NFP will periodically assess the extent to which Network Partner is implementing the
Program with Fidelity to the Model. When such assessment indicates opportunities for
Network Partner to improve its results by strengthening Fidelity to the Model, NFP staff
will meet with Network Partner supervision and mutually develop a plan to do so.
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