HomeMy WebLinkAboutAgreement A-23-157 Amendment V to Master Agreement No. 18-250.pdf Agreement No. 23-157
1 AMENDMENT V TO AGREEMENT
2 THIS AMENDMENT V, hereinafter referred to as Amendment V, is made and entered into this
3 11th day of April , 2023 by and between the COUNTY OF FRESNO, a Political Subdivision of
4 the State of California, hereinafter referred to as "COUNTY", and each CONTRACTOR listed in Exhibit
5 A "List of Contractors" attached hereto and incorporated herein by reference, and collectively
6 hereinafter referred to as "CONTRACTOR(S)", and such additional CONTRACTOR(S) as may, from
7 time to time during the term of this Agreement, be added or deleted by COUNTY. Reference in this
8 Agreement to party or "parties" shall be understood to refer to COUNTY and each individual
9 CONTRACTOR(S), unless otherwise specified.
10 WITNESSETH
11 WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement
12 No. A-18-250, effective May 8, 2018, COUNTY Amendment No. A-18-250-1, effective September 1,
13 2018, COUNTY Amendment No. A-18-250-2, effective September 1, 2018, COUNTY Amendment No.
14 A-18-250-3, effective February 1, 2021, and COUNTY Amendment No. A-22-450, effective October 11,
15 2022 hereinafter all collectively referred to as "COUNTY Agreement No. A-18-250", whereby
16 CONTRACTORS agreed to provide inpatient psychiatric hospital services to persons in Fresno County
17 eligible for such services under the Medi-Cal program, pursuant to Sections 14700 et seq. and 14712 et
18 seq. of the California Welfare and Institutions Code; COUNTY may also determine the need to refer
19 persons not eligible for Medi-Cal;
20 WHEREAS, the parties now desire to amend the Agreement to revise each CONTRACTORS'
21 rate sheets to allow CONTRACTORS to set a flat rate for professional fees or bill per minute as
22 described in Section 3 of this Amendment;
23 WHEREAS, CONTRACTOR BHC Fremont Hospital, Inc., previously referred to in this
24 Agreement as Behavioral Health Care Fremont Hospital, desires to amend the Agreement effective
25 upon execution of this Amendment;
26 WHEREAS, CONTRACTOR Bakersfield Behavioral HealthCare Hospital, LLC, previously
27 referred to in this Agreement as Bakersfield Behavioral Health Hospital, desires to amend the
28 Agreement effective upon execution of this Amendment;
COUNTY OF FRESNO
Fresno,CA
1 WHEREAS, CONTRACTOR BHC Sierra Vista Hospital, Inc., previously referred to in this
2 Agreement as Behavioral Health Care Sierra Vista Hospital desires to amend the Agreement effective
3 July 1, 2022;
4 WHEREAS, CONTRACTOR SJBH, LLC, previously referred to in this Agreement as San Jose
5 Behavioral Health, desires to amend the Agreement effective July 1, 2022;
6 WHEREAS, the COUNTY now desires to add CONTRACTOR BHC Heritage Oaks Hospital,
7 Inc.to the Agreement effective July 1, 2022;
8 WHEREAS, the COUNTY now desires to add CONTRACTOR Aurora Vista Del Mar, LLC to the
9 Agreement effective upon execution of this Amendment;
10 WHEREAS, the COUNTY now desires to add CONTRACTOR Aurora Behavioral Healthcare-
11 Santa Rosa, LLC to the Agreement effective November 1, 2022;
12 WHEREAS, the parties desire to amend the Agreement to memorialize these changes, as
13 described below.
14 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
15 hereby acknowledged, the parties agree as follows:
16 1. All references to "Exhibit A" shall be deemed references to "Revised Exhibit A." Revised
17 Exhibit A is attached and incorporated by this reference.
18 2. All references to Exhibit D shall be deemed references to each CONTRACTORS'
19 respective Exhibit D as indicated on Revised Exhibit A. Each CONTRACTORS' respective Exhibit D is
20 attached and incorporated by this reference.
21 3. That Section Four (4) of COUNTY Amendment No. A-22-450, beginning on Page One
22 (1), Line Twenty-Seven (27) with the word "Psychiatrist" and ending on Page Four (4), Line Two (2)
23 with the word "agreement." Be replaced in its entirety as follows:
24 "Psychiatrist Services: Psychiatrist/Professional Fees (Professional Services), shall be identified
25 in CONTRACTORS' respective Exhibit D, et seq. and may or may not be included in the Inpatient Day
26 Rate. If Professional Fees are not included in the Inpatient Day Rate, they must be noted in chart notes
27 and billed per minute on the CMS1500 form or invoiced on a template approved by COUNTY."
28
COUNTY OF FRESNO
Fresno,CA
1 4. That Section Twenty-Seven (27) of COUNTY Agreement No. A-18-250, beginning on
2 Page Twenty-Three (23), Line Seventeen (17) with the word "Contractor(s)" and ending on Page
3 Twenty-Three (23), Line Twenty-Six (26) with the word "Contractor(s)" Be replaced in its entirety as
4 follows:
5 "The Contractor(s) shall indemnify and hold harmless and defend the County (including its
6 officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs,
7 expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County,
8 the Contractor(s), or any third party that arise from or relate to the performance or failure to perform by
9 the Contractor(s) (or any of its officers, agents, subcontractors, or employees) under this Agreement.
10 The County may conduct or participate in its own defense without affecting the Contractor's obligation
11 to indemnify and hold harmless or defend the County."
12 5. That Section Twenty-Eight (28) of COUNTY Agreement No. A-18-250, beginning on
13 Page Twenty-Three (23), Line Twenty-Eight (28)with the word "Without" and ending on Page Twenty-
14 Five (25), Line Twenty-Eight (28) with the word "better" Be replaced in its entirety as follows:
15 "CONTRACTORS shall comply with all the insurance requirements in Exhibit O to this
16 Agreement. Exhibit O is attached and incorporated by this reference."
17 6. That Section Thirty-Nine (39) of COUNTY Agreement No. A-18-250, beginning on Page
18 Thirty-Two (32), Line Five (5), with the word "For" and ending on Page Thirty-Three (33), Line Twenty-
19 Three (23) with the word "notification" be deleted and replaced with the following:
20 "CONTRACTORS shall comply with the data security requirement in Exhibit P to this
21 Agreement. Exhibit P is attached and incorporated by this reference."
22 7. CONTRACTORS hereby agree to all terms of the Agreement, as amended, and agree to
23 be bound by the terms of the Agreement, as amended. CONTRACTORS hereby acknowledge that they
24 have received a complete copy of the Agreement, as amended.
25 8. The parties agree that upon execution of this Amendment V, COUNTY Agreement No.
26 A-18-250 is further revised, updated and amended to add CONTRACTORS: (1) BHC Heritage Oaks
27 Hospital, Inc., (2) BHC Sierra Vista Hospital, Inc., and (3)Aurora Behavioral Healthcare-Santa Rosa,
28 LLC.
COUNTY OF FRESNO
Fresno,CA
1 9. The parties agree that this Amendment V is sufficient to amend the Agreement; and that
2 upon execution of this Amendment V, the Agreement, Amendment I, Amendment II, Amendment III,
3 Amendment IV, and Amendment V together shall be considered the Agreement.
4 The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
5 covenants, conditions and promises contained in the Agreement and not amended herein shall remain
6 in full force and in effect.
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COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No,
2 A-18-250 as of the day and year first hereinabove written.
3
4 CONTRACTOR(S): COUNTY OF FRESNO
5 PLEASE SEE SIGNATURE
PAGES ATTACHED
6
7 S Q in ro,"Chairman of the Board of
Superviso f the County of Fresno
8
9
ATTEST:
10 Bernice E. Seidel
11 Clerk of the Board of Supervisors
County of Fresno, State of California
12
13 By: -
Deputy
14
15
16
17
18 FOR ACCOUNTING USE ONLY:
19 Fund/Subclass: 0001/10000
20 Organization: 56302666
Account/Program: 7223/0
21
22 $47,000,000 Term Maximum
23 $ 500,000 FY 2017-18 (Prorated)
$5,000,000 FY 2018-19
24 $5,500,000 FY 2019-20
$12,000,000 FY 2020-21
25 $12,000,000 FY 2021-22
$12,000,000 FY 2022-23
26
27
28
COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective upon execution.
3
4
5 CONTRACTOR: BHC FREMONT HOSPITAL, INC.
6
By
7
8 Print Name: SA"'kck
9
10 Title: 00 c ha;✓'rye V%&�-f he Qcxz-J,
Chairman of the Board, President, or Vice President
11
12 Date:
13
14
15 By
16
Print Name:
17
18 Title: � U
19 Secretary (of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
20
21 Date:
22
23 MAILING ADDRESS:
24
39500 Sundale Drive, Suite 200
25 Fremont, CA 94538
26
27
28
COUNTY OF FRESNO
Fresno,CA
1
IN WITNESS WHEREOF,the parties hereto have executed this Amendment V to Agreement No.
2
A-18-250 as of the day and yearfirst hereinabove written,effective upon execution.
3
4
5
6 CONTRACTOR: BAKERSFIELD BEHAVIORAL HEALTHCARE HOSPTIAL, LLC
C
7 BY -
8 �'
9 Print Name:
10 Cw�
Title: O �v '"
11 Chairman of the Board,President,or Vice President
.12
13 Date.
14
15
16 By r
17 Print Namea� n
18
19 Title:
Secretary(of Corporation),Assistant Secretary,
20 Chief Financial Officer,or Assistant Treasurer
21
Date.
22 IL�
23
24 MAILING ADDRESS:
25 5201 White Lane
26 Bakersfield, CA 93309
27
28
COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective July 1, 2022.
3
4
5 CONTRACTOR: BHC SIERRA VISTA HOSPITAL, INC.
6
7 By Jami Brooks Mar21,2023 18:51 EDT)
8 Tami Brooks
Print Name.
9
10 Title: Chief Executive Officer
11 Chairman of the Board, President, or Vice President
12 Date: 03/21/2023
13
14
15 By Karampai Singh (Mar 21,2023 15:49 PDT)
16
17
Print Name: Karampal "Paul" Singh
18 Title: Chief Financial Officer
19 Secretary (of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
20
21 Date: 03/21/2023
22
23
MAILING ADDRESS:
24
8001 Bruceville Road
25 Sacramento, CA 95823
26
27
28
COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective July 1, 2022.
3
4
CONTRACTOR: SJBH, LLC.
5
6 dba SAN JOSE BEHAVIORAL HEALTH
7 By —
8
9 Print Name:
10
Title: C d
11 Chairman of the Board, President, or Vice President
12
13 Date:
14
15
16 By
17
Print Name: a�cGNE"L X
18
19 Title:
Secret ry (of Corporation , Assistant Secretary,
20 Chief Financial Officer, or Assistant Treasurer
21
Date:
22
23
24 MAILING ADDRESS:
25 455 Silicon Valley Blvd.
26 San Jose, CA 95138
27
28
COUNTY OFFRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective July 1, 2022.
3
4
5 CONTRACTOR: BHC HERITAGE OAKS HOSPITAL, INC.
6
7
By 471
8 Yannis An ouras
Print Name. g
9
10 Title: Chief Executive Officer
11 Chairman of the Board, President, or Vice President
12 Date: 03/21/2023
13
14
15 By Allison Roebuck( 9ar 21,2023 15:44 PDT)
16
17 Print Name: Allison Roebuck
18 Title: Group Chief Financial Officer
19 Secretary (of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
20
21 Date: 03/21/2023
22
23
MAILING ADDRESS:
24
4250 Auburn Blvd.
25 Sacramento, CA 95841
26
27
28
COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF,the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective upon execution.
3
4 CONTRACTOR: AURORA VISTA DEL MAR, LLC.
5
6 By
7
Print Name: Cok- 1 `-
8
9 Title:0-nwyUh bf
10 Chairman of the Board, President, or Vice President
11 Date v���
12 v
13
14 By
15
Print Name:
16 ►V d�1 x� �L
17 nojc-Q-,0 T i aJ
Title:
18 Secretary(of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
19
20 Date: _
21
22 MAILING ADDRESS:
23
801 Seneca St.
24 Ventura, CA 93001
25
26
27
28
COUNTY OFFRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment V to Agreement No.
2 A-18-250 as of the day and year first hereinabove written, effective November 1, 2022.
3
4
5 CONTRACTOR: AURORA BEHAVIORAL HEALTHCARE — SANTA ROSA, LLC.
6
7 By
8
Print Name:
g i
10 Title: t _I✓D
11 Chairman of the Board, President, or Vice President
12 Date: �� 2 O �Toz_�
,
-T
13
14
15 By -
16 c
17 Print Name:
18 (�
Title: C ��
19 Secretary (of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
20
21 Date: —Z-7 r Z°2-3
22
23
MAILING ADDRESS:
24
1287 Fulton Road
25 Santa Rosa, CA 95401
26
27
28
COUNTY OF FRESNO
Fresno,CA
MASTER AGREEMENT Revised Exhibit A
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
LIST OF CONTRACTORS
PROVIDER EXHIBIT SERVES SERVES AEDP* MEDI- CA REGION MILES CITY ZIP INTAKE PHONE INTAKE FAX
D ADULTS YOUTH CAL (1-WAY)
BHC Fremont Revised
Hospital, Inc.
Exhibit Yes Yes Yes Yes Bay Area 171.3 Fremont 94538 (888) 796-1101 (510) 574-4885
D-1
Bakersfield
Revised
Behavioral
Healthcare Exhibit Yes Yes No Yes Central 110.8 Bakersfield 93309 (661) 241-5507 (661) 241-5587
Hospital, LLC D 2
Revised
BHC Sierra Vista Hospital, Inc. Exhibit Yes Yes No Yes Central 159.7 Sacramento 95823 (916) 288-0316 (916) 688-5440
D-3
SJBH, LLC—dba Revised
San Jose Exhibit Yes Yes No Yes Bay Area 139.3 San Jose 95138 (669) 234-5950 (669) 234-5936
Behavioral Health D-4
BHC Heritage Revised
Oaks Hospital, Inc. Exhibit Yes Yes No Yes Central 175.9 Sacramento 95841 (916) 830-2229 (916) 217-6218
D-5
Aurora Vista Del Revised
Mar, LLC Exhibit Yes Yes No Yes Southern 213.5 Ventura 93001 (805) 519-1824 (805) 653-0612
D-6
Aurora Behavioral Revised
Healthcare— Exhibit Yes Yes No Yes Bay Area 240.2 Santa Rosa 95401 (707) 800-7700 (707) 800-7797
Santa Rosa, LLC D-7
AEDP* =Adolescent Eating Disorders Program Revised February 8, 2023
Revised Exhibit D-1
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: Behavioral Health Care(BHC) Fremont Hospital
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Tricia Williams, CEO/Managing Director; (510) 574-4883 (office);
Patricia.Williams3C@uhsinc.com;
Billing Contact: Elaine Vera, Business Office Supervisor
(510)743-2008; Fax: (510)743-2013; elaine.vera@uhsinc.com
39500 Sundale Drive,Suite 200, Fremont, CA 94538
Intake Contact: Inpatient:(888)796-1101;FAX(510)574-4898
Clinical Outpatient Coordinator(510) 574-4851
Service Address: 39001 Sundale Drive, Fremont,CA 94538; (510) 796-1100
Services: Acute Inpatient Psychiatric Services;
Mental Health and Dual Diagnosis for Children,Adolescent,Adult,and
Geriatric patients;Voluntary or Involuntary(5150s)Admits
Ages Served: Children Ages 6-11;Adolescents Ages 12- 17; Adults 18-64;
Geriatric ages 65+
Capacity: 148 total beds—6 children beds(flexible from adolescent beds based on
census; need by age);46 adolescent beds(can be flexed with adult beds
based on census); 86 adult beds; 16 geriatric beds.
Client Transportation: Into Facility-Responsibility of, and paid for by referring entity;
Post-Release—Facilitation of transportation is the responsibility of
Fremont Hospital.
Medi-Cal Billing: For ages 5-21 and 65+
Service Rates: As listed below. Contract Inpatient Day Rate is Inclusive of Physician
Fees.
Medi-Cal
Inpatient Day Rate (Code 124): FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $1,415 $1,457 $1,501 $1,546 $1,740 $1821
Adult 1,370 1,411 1,453 1,497 1,685 $1763
Short Doyle
Inpatient Day Rate: FY 2017-19 FY 2019-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $1,415 $1,457 $1,501 $1,546 $1,740 $1821
Adult 1,370 1,411 1,453 1,497 1,685 $1763
Page 1 of 2
Revised 02/08/2023
Revised Exhibit D-1
Administrative Day Rate (Code 169):
FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $565.58 TBD TBD TBD 660.66 $803.88
Adult 565.58 TBD TBD TBD 660.66 $803.88
By By
Print Name: ��S``�- Sf I,C�C t S Print Name: Wra e4 to I G c/A/�(S
Title: C (10/ C1i�.;rc'�a„ 1l,•z1�«r�,Q Title: CIE-D
Chairperson of the Board, or Secretary (of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Page 2 of 2
Revised 02/08/2023
Revised Exhibit D-2
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: Bakersfield Behavioral Health Hospital(BBHH),LLC
Contractor Term: Upon Execution through June 30,2023
Contract Contact: Benjamin Andersen,Chief Financial Officer(CFO),
beniamin.andersen@bakersfieldbehavioral.com
Intake Contact: Randy Beasley,Director of Intake,FAX(661)241-5587(FAX is deliveredas
an email);(661)241-5507;Randolt)h.Beasleygbakersfieldbehavioral.com
Billing Contact: Olivia Madrid,Business Office Manager,(661)241-5599
Billing/Service Address: 5201 White Lane, Bakersfield, CA93309
Services: Acute Inpatient Psychiatric Services;
Mental Health and Dual Diagnosis for Childrer,Adolescents and Adults;and
Voluntary or Involuntary(5150s)Admits
Ages Served: Children Ages 5—12;Adolescents Ages 13—17;Adults Ages 18+
Capacity: 90 beds total(23 beds are flexible based on census need by age)
Adults from 38-61 beds;Youth from 29 to 52 beds
Medi-Ca I Billing: YES,for ages 5—21 and 65+
Client Transportation: Into Facility-Responsibility of,and paid for by referring entity;
Post-Release-Responsibility of,and paid for by BBHH.
Service Rates: As listed below.
Medl-Cal
Inpatient Day Rate(Code 124):FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $916 $945 $975 $1,006 $1,038 $1,149.50
Adult 800 825 850 875 900 $1,116.50
Professional Fee N/A
Short Doyle
Inpatient Day Rate: FY 2Q17-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2027_-23
Youth $ $ $ $ $ $1,149.50
Adult $1,116.50
Professional Fee N/A
Administrative Day Rate(Code 169):
FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $489.28 $503.96 $519.08 $534.65 $550.69 $726.39
Adult 489.28 503.96 519.08 534.65 550.69 $726.39
Page 1 of 2
Revised Exhibit D-2
By,
Pri Name: It—L'- Print Name: _ a��Alt N ' �•� '
n F
Title: .0 U�/W l/� Title:
C �1
Chairperson of the Board,or Secretary(of Corporation),or
President,or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Revised Page 2 of 2
10/18/2022
Exhibit D-3
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: BHC Sierra Vista Hospital, Inc. D.B.A. Sierra Vista Hospital
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Martin Gutierrez, Director of Contract Management
Office: 916-480-5113; Cell: 916-317-8359; Fax; 916-688-1217
Martin.gutierrez@uhsinc.com
Billing Contact: Krystel Orr, Patient Account Rep. Lead. 916-288-0302 X 511;
916-688-1217; Krystel.orr@uhsinc.com
8001 Bruceville Road, Sacramento, CA 95823
Intake Contact: Inpatient: (916) 288-0316; FAX (916) 688-5440
John Truong, Chief Operating Officer
Elizabeth Larsson Assessment& Referral Manager
Service Address: 8001 Bruceville Road, Sacramento, CA 95823
Services: Acute Psychiatric Hospital Services;
Mental Health and Dual Diagnosis for Adolescents and Adults.
Ages Served: Adolescents Ages 13—17; Adults Ages 18+
Capacity: 171 Beds total. 146 Adult Beds and 25 Adolescent Beds
Client Transportation: Into Facility- Responsibility of referring entity and paid for by referring
entity; Post Release—Responsibility of Fresno County, and paid by
Fresno County.
Medi-Cal Billing: For ages 13—21 and 65+
Service Rates: As listed below. Professional Fees claimed per minute*.
Medi-Cal
Inpatient Day Rate (Code 124): FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $793 $793 $793 $793 $1127
Adult $1094 $1094 $1094 $1094 $1279
Short Doyle
Inpatient Day Rate: FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $883 $883 $883 $883 $1127
Adult $1094 $1094 $1094 $1094 $1279
Page 1 of 2
Revised 7/1/2022
Exhibit D-3
Administrative Day Rate (Code 169):
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $565.58 $597.37 $597.34 $597.37 $803.88**
Adult $565.58 $597.37 $597.34 $597.37 $803.88**
**As prescribed by DHCS, subject to change on state's specified effective date.
�/ �/ �
By T-,w,� Qr...,L� /AA-,r l '�!1'�? �G.?A DCTI B,I
arampaSingh (Mar T)
Print Name: Tami Brooks Print Name: Karampal "Paul" Singh
Title: Chief Executive Officer Title: Chief Financial Officer
Chairperson of the Board, or Secretary (of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Page 2 of 2
Revised 7/1/2022
Revised Exhibit D-4
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: San Jose Behavioral Health
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Agapi Kouropoulos, Director of Business Development, San Jose Behavioral
Health; (669) (400-6220) (cell); (408) (282-2066) (fax)
Billing Contact: Ruben Leyva, Director of Business Office
(669) (234-5938); (669) (234-5958) Fax;
Ruben.Leyva@Acadia Healthcare.com;
San Jose Behavioral Health, 455 Silicon Valley Blvd., San Jose CA, 95138
Intake Contact: Inpatient: (669) (234-5950); (669) 234-5936 FAX
Clinical Outpatient Coordinator:Jennifer Bradley-Weiss, (669) 234-5959
Service Address: 455 Silicon Valley Blvd., San Jose CA, 95138; (669) 234-5959
Services: Acute Inpatient Psychiatric Services;
Mental Health and Dual Diagnosis for Children, Adolescent, Adult, and
Geriatric patients; Voluntary or Involuntary(5150s)Admits
Ages Served: Adolescents Ages 14—17; Adults Ages 18+
Capacity: 133 beds
Adults (99)
Adolescent (34)
Client Transportation: Into Facility- Responsibility of(i.e. referring entity) and paid for by
(referring entity); Post-Release—Responsibility of, and paid for by San
Jose Behavioral Health.
Medi-Cal Billing: For ages 14-18, 65+
Service Rates: As listed below. Contract Inpatient Day Rate is inclusive of
Physician/Professional Fees.
Medi-Cal
Inpatient Day Rate (Code 124): FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $1,518 $1,589 $1,663 $1,967
Adult $ $1,518 $1,589 $1,663 $1,904
Short Doyle
Inpatient Day Rate: FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $1,518 $1,589 $1,663 $1,967
Adult $ $1,518 $1,589 $1,663 $1,904
Page 1 of 2
Revised 03/27/2023
Revised Exhibit D-4
Administrative Day Rate (Code 169):
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $595 $595 $595 $595 $803.88
Adult $595 $595 $595 $595 $803.88
By By
�7
Print Name: ..cJ e- vl�p wsr-/ %04n Print Name: �i, GU�
Title: Cke-f- i5&*U &44- c. 0 k-c A-r- Title: Ch l Fi-nAVW aAf ce-v
Chairperson of the Board, or Secretai (of Corporation),Qr
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Page 2 of 2
Revised 03/27/2023
Exhibit D-5
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: BHC Heritage Oaks Hospital, Inc. d.b.a. Heritage Oaks Hospital
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Martin Gutierrez, Director of Contract Management, Heritage Oaks Hospital;
Office: (916) 480-5113 Fax(916) 596-2014
martin.gutierrez@uhsinc.com
Billing Contact: Wendy McClaine, Business Office Director
(916)489-3336 ext. 2215 Office; (916)489-1765 Fax;
wendy.mcclaine@uhsinc.com
4250 Auburn Blvd., Sacramento, CA 95841
Intake Contact: Inpatient: Krystin Sommer, A&R Director(916) 830-2229;
(916) 217-6218 FAX; krystin.sommer@uhsinc.com
Service Address: 4250 Auburn Blvd., Sacramento, CA 95841; (916)489-3336
Services: Acute Inpatient Psychiatric Services;
Mental Health and Behavioral Health, Dual Diagnosis for Adolescents,
Adults and Senior Adults; and Voluntary or Involuntary(5150s)Admits
Ages Served: Adolescents Ages 13—17; Adults Ages 18-64; Senior Adults 65+
Capacity: 125 beds total; 5 beds are flexible based on census need by age; 112
Adult/Senior Adult Psych beds; 8 dedicated Adolescent beds
Client Transportation: Into Facility- Responsibility of referring entity and paid for by referring
entity; Post-Release—Responsibility of Heritage Oaks Hospital, and paid
for by Fresno County
Medi-Cal Billing: For ages 13-21
Service Rates: As listed below.
Medi-Cal
Inpatient Day Rate (Code 124): FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $793 $793 $889 $889 $1127
Adult $ $ $979 $979 $1279
Short Doyle
Inpatient Day Rate: FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth (w/PSS*) $793 $883 $889 $889 $1127
Adult $979 $979 $979 $979 $1279
Page 1 of 2
Revised 12/16/2022
Exhibit D-5
Administrative Day Rate (Code 169)**:
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $565.58 $597.34 $597.34 $660.66 $803.88**
Adult $565.58 $597.34 $597.34 $660.66 $803.88**
**As prescribed by DHCS, subject to change on the state's specified effective date.
By By Allison -oe' uc' ar-,2023=4=)
Print Name: Yannis An ou�ras Print Name: Allison Roebuck
Title: Chief Executive Officer Title: Group Chief Financial Officer
Chairperson of the Board, or Secretary (of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Page 2 of 2
Revised 12/16/2022
Revised Exhibit D-6
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: Aurora Vista Del Mar, LLC.
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Monica McJoy CFO,Aurora Vista Del Mar, LLC.
(626) 868-5268 cell
monica.mcioyPaurorabehavioral.com
Billing Contact: Norma Ramirez, Business Office Manager
(805) 746-2151 Cell; (805) 652-0305 FAX;
Norma.ramirezCcDaurorabehavioral.com
Intake Contact: Inpatient: Ruben Alonzo
(805) 519-1824 Cell; (805) 653-0612 FAX
Service Address: 801 Seneca St.,Ventura, CA 93001; (805) 653-6434
Services: Acute Inpatient Psychiatric Services;
Mental Health and Dual Diagnosis for Adolescents and Adults, and
Voluntary or Involuntary(5150s)Admits
Ages Served: Adolescents Ages 13- 17;Adults Ages 18+
Capacity: 87 Licensed Beds
Client Transportation: Into Facility- Responsibility of sending referral and paid for by sending
referral; Post-Release-Responsibility of Vista Del Mar, LLC.
Medi-Cal Billing: For ages 12-21 and 65+, MAC ages 22-64
Service Rates: As listed below. Contract Inpatient Day Rate is inclusive of
Physician/Professional Fees.
Medi-Cal
Inpatient Day Rate (Code 124): FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $830 $830 $925 $925 $1250
Adult $780 $780 $900 $900 $1200
Short Doyle
Inpatient Day Rate: FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $ $ $1,075 $1250
Adult $ $ $ $1,050 $1200
Page 1 of 2
Revised 02/17/2023
Revised Exhibit D-6
Administrative Day Rate (Code 169):
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $ $ $750 $975
Adult $ $ $ $700 $925
By qyTOM
Print Name n Print Name:
Title MQM p of` KQ,&QQ�L Title
Chairperson of the Board or Secret
iP (of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Page 2 of 2
Revised 02/17/2023
Revised Exhibit D-7
MASTER AGREEMENT
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: AURORA BEHAVIORAL HEALTHCARE SANTA ROSA
Contract Term: Upon Execution through June 30, 2023
Contract Contact: Wade Sturgeon, CFO
626-366-3751
wadesturgeon@aurorabehavioral.com
Billing Contact: Heidi Cooper-Serini, Director of Business Office
707-800-7737
Heidi.cooper-sereni@aurorabehavioral.com
Intake Contact: Inpatient: 707-800-7731
FAX: 707-600-7795
Service Address: 1287 Fulton Rd, Santa Rosa, CA 95401
707-800-7700
Services: Acute Inpatient Psychiatric Services;
Mental Health and Dual Diagnosis for Children, Adolescents and Adults;and
Voluntary or Involuntary(5150s)Admits). IOP and PHP Outpatient Services
Ages Served: Adolescents Ages 13-17;Adults Ages 18+
Capacity: 144 Beds on 7 separate units
All beds are eligible for use by all age types.
Typically we have 19 to 38 beds(1 or 2 units)assigned to Adolescents
with the rest assigned to Adults.
Client Transport at ion: Into Facility-Responsibility of referring entity and paid for by referring entity;
Post-Release-Responsibility of, and paid for by Aurora Behavioral Healthcare Santa
Rosa.
Medi-Cal Billing: For ages(i.e. 5-21 and 65+)
Service Rates: Contract Inpatient Day Rate is inclusive of Physician/Professional Fees.
Medi-Cal
Inpatient Day Rate(Code 124): FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $ $ $ $1,769
Adult $ $ $ $ $1,608
Older Adult $1,637
Page I of 2
Revised Exhibit D-7
Short Doyle
Inpatient Day Rate: FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $ $ $ $1,769
Adult $ $ $ $ $1,608
Older Adult $1,637
Administrative Day Rate(Code 169):
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Youth $ $ $ $ $950
Adult $ $ $ $ $950
B By: I ` —
Print Name: h�� �)(./ Print Name: t�A2i-0 -`��s� /Jr
Title: l�CO Title: CL i e. 1 f L1ru4G kJ Q
Chairperson of the Board, or Secretary(of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Inge 2 of 2
Exhibit O
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional 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). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)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 and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
O-1
Exhibit O
(H) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit P
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
O-2
Exhibit O
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
O-3
Exhibit O
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
O-4
Exhibit P
Data Security
1. Definitions
Capitalized terms used in this Exhibit P have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit P.
(C) "Director" means the County's Director of the Department of Behavioral Health or his or
her designee.
(D) "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit P.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit P.
P-1
Exhibit P
Data Security
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information.
(C) The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit P;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
P-2
Exhibit P
Data Security
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C) Without limiting the Contractor's obligations under section 3(A) of this Exhibit P, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b)
P-3
Exhibit P
Data Security
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or
remote installation, or (b)transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection, or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) strictly segregating Personal Information from all other information of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating system
and software vendor security patches;
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit P. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
P-4
Exhibit P
Data Security
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the
following email address: (559) 600-6200 / ematthews@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit P, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit P, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
P-5
Exhibit P
Data Security
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
(D) The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit P.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
5. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit P, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit P.
(C) The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit P. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
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Exhibit P
Data Security
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit
P, such certification shall state the date, time, and manner (including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit P to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit P may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit P and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit P or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
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Exhibit P
Data Security
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit P shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit P
is intended to confer, nor shall anything in this Exhibit P confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
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