HomeMy WebLinkAboutAgreement A-13-572-1 with Eminence Healthcare INC..pdf Agreement No. 13-572-1
1 AMENDMENT I TO AGREEMENT
2 THIS AMENDMENT is made and entered into this 24th day of May 22016,
3 by and between the COUNTY OF FRESNO, a political subdivision of the State of California,
4 hereinafter referred to as "COUNTY", and EMINENCE HEALTHCARE, INC., whose remit to and
5 mailing address is 7485 North Palm Avenue Suite 103, Fresno, California, 93711, hereinafter referred
6 to as"CONTRACTOR" (collectively the"parties").
7 WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement
8 No. 13-572, effective September 17, 2013, hereafter referred to as the Agreement;and
9 WHEREAS, CONTRACTOR has agreed to provide outpatient alcohol and substance use disorder
10 treatment services and outpatient co-occurring treatment services; and
11 WHEREAS the parties desire to amend the Agreement, regarding changes as stated below and
12 restate the Agreement in its entirety.
13 NOW,THEREFORE, in consideration of their mutual promises, covenants and conditions,
14 hereinafter set forth, the sufficiency of which is acknowledged,the parties agree as follows:
15 1. That the following text in the Agreement, Page Eight(8), beginning with Paragraph
16 Eleven(11), Line Twenty-Six(26)with the word"MODIFICATION"and ending on Page Nine(9) Line
17 Five(5) with the word "herein" be deleted and the following inserted in its place:
18 I'11. MODIFICATION
19 Any matters of this Agreement may be modified from time to time by the written
20 consent of all the parties without, in any way, affecting the remainder.
21 Notwithstanding the above,changes to services as needed to accommodate
22 changes in the law relating to mental health and substance use disorder treatment, as set forth in Exhibit
23 B, may be made with the signed written approval of COUNTY's DBH Director or designee and
24 CONTRACTOR through an amendment approved by County Counsel and Auditor. Changes to line
25 items in the budget, as set forth in Exhibit C,that do not exceed 10%of the maximum compensation
26 payable to the CONTRACTOR, may be made with the written approval of COUNTY's Department of
27 Behavioral Health Director, or her designee. Changes to the line items in the budget that exceed 10%of
28 the maximum compensation payable to the CONTRACTOR, may be made with the signed written
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1 approval of COUNTY's Department of Behavioral Health Director, or her designee through an
2 amendment approved by County Counsel and Auditor. Said budget line item changes shall not result in
3 any change to the annual maximum compensation amount payable to CONTRACTOR, as stated in this
4 Agreement."
5 2. That the following text in the Agreement, Page Thirteen (13), beginning with Paragraph
6 Seventeen (17), Line Six(6) with the word "EVALUATION" and ending on Page Thirteen (13), Line
7 Sixteen (16) with the word "review" be deleted and the following inserted in its place:
8 "17. EVALUATION/MONITORING
9 Outcomes—COUNTY's DBH Director, or her designee, and the California
10 Department of Health Care Services (DHCS), or their designees shall monitor and evaluate the
11 performance of CONTRACTOR(S) under this Agreement to determine to the best possible degree the
12 success or failure of the services provided under this Agreement. At the discretion of the COUNTY, a
13 subcontractor may be obtained by the COUNTY to independently evaluate and monitor the performance
14 of the CONTRACTOR. CONTRACTOR shall participate in the evaluation of the program at least
15 quarterly or more frequently as needed, at the discretion of COUNTY.
16 COUNTY shall recapture from CONTRACTOR the value of any services or other
17 expenditures determined to be ineligible based on the COUNTY or State monitoring results. At the
18 discretion of the COUNTY, recoupment can be made through a future invoice reduction or
19 reimbursement by the CONTRACTOR.
20 CONTRACTOR shall participate in a program review of the program at least
21 yearly or more frequently, or as needed, at the discretion of COUNTY. The CONTRACTOR agrees to
22 supply all information requested by the COUNTY, DHCS and/or the subcontractor during the program
23 evaluation, monitoring, and/or review."
24 3. That the following text in the Agreement, Page Fifteen (15), beginning with Paragraph
25 Twenty(20), Line Twelve(12) with the word "COMPREHENSIVE" and ending on Page Sixteen (16),
26 Line Seventeen (17) with the link"(http://www.kenminkoff.com/ccisc.html)"be deleted in its entirety.
27 The remaining paragraphs(Paragraph Twenty-One (21) REFERENCES TO LAWS AND RULES to
28 Paragraph Forty-Four (44) ENTIRE AGREEMENT) shall be renumbered sequentially to read as
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1 Paragraphs Twenty(20)through Forty-Three (43).
2 4. That the following text in the Agreement, Page Twenty-Nine(29), beginning with
3 Paragraph Twenty-Five (25), Line Nine(9) with the word "SINGLE" and ending on page Twenty-Nine
4 (29), Line Twenty-One (21) with the word "Collector" be deleted and the following inserted in its place:
5 1122. SINGLE AUDIT CLAUSE
6 A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars
7 ($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to conduct
8 an annual audit in accordance with the requirements of the Single Audit Standards as set forth in Office
9 of Management and Budget(OMB) Circular A-133. CONTRACTOR shall submit said audit and
10 management letter to COUNTY. The audit must include a statement of findings or a statement that
11 there were no findings. If there were negative findings, CONTRACTOR must include a corrective
12 action plan signed by an authorized individual. CONTRACTOR agrees to take action to correct any
13 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
14 COUNTY's Human Services Finance for review within nine (9) months of the end of any fiscal year in
15 which funds were expended and/or received for the program. Failure to perform the requisite audit
16 functions as required by this Agreement may result in COUNTY performing the necessary audit tasks,
17 or at COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the
18 inability of COUNTY to enter into fixture agreements with CONTRACTOR. All audit costs related to
19 this Agreement are the sole responsibility of CONTRACTOR.
20 B. A single audit report is not applicable if CONTRACTOR's Federal
21 contracts do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000.00) requirement or
22 CONTRACTOR'S only funding is through Drug related Medi-Cal. If a single audit is not applicable, a
23 program audit must be performed and a program audit report with management letter shall be submitted
24 by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR's solvency.
25 Said audit report shall be delivered to COUNTY's Human Services Finance for review, no later than
26 nine (9) months after the close of the fiscal year in which the funds supplied through this Agreement are
27 expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks
28 or contracting with a qualified accountant to perform said audit. All audit costs related to this
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1 Agreement are the sole responsibility of CONTRACTOR who agrees to take corrective action to
2 eliminate any material noncompliance or weakness found as a result of such audit. Audit work
3 performed by COUNTY under this section shall be billed to the CONTRACTOR at COUNTY's cost, as
4 determined by COUNTY's Auditor-Controller/Treasurer-Tax Collector.
5 C. CONTRACTOR shall make available all records and accounts for
6 inspection by COUNTY, the State of California, if applicable, the Comptroller General of the United
7 States, the Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable
8 times for a period of at least three (3) years following final payment under this Agreement or the closure
9 of all other pending matters, whichever is later."
10 5. That the following text in the Agreement, Page Thirty(30), beginning with Paragraph
11 Twenty-Seven (27) , Section A, Line Seventeen (17), with the word "CONTRACTOR"and ending on
12 Page Thirty (30), Line Twenty-One (21)with the word "COUNTY" be deleted in its entirety.The
13 remaining Sections (Section B through Section G) in the Agreement shall be re-lettered sequentially to
14 read as Sections A through F.
15 6. That the following section be inserted into the existing COUNTY Agreement No. 13-572
16 as Paragraph Forty-Three (43). The remaining sections Paragraph Forty-Three (43) and Forty-Four(44)
17 shall be renumbered sequentially to read as Paragraph Forty-Four(44)and Forty-Five(45).
18 "43. TRAFFICKING IN PERSONS PROVISIONS—PRIVATE ENTITY
19 CONTRACTOR shall conform to all Federal statutes and regulations prohibiting
20 trafficking in persons, as well as trafficking-related activities, including, but not limited to the trafficking
21 of persons provisions in Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA).
22 CONTRACTOR, CONTRACTOR's employees, subrecipients, and subrecipients'
23 employees may not:
24 A. Engage in severe forms of trafficking in person during the period of time
25 that the award is in effect;
26 B. Procure a commercial sex act during the period of time that the award is in
27 effect; or
28 C. Use forced labor in the performance of the award or subawards under
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1 the award.
2 This agreement may be unilaterally terminated, without penalty, if
3 CONTRACTOR or a subrecipient that is a private entity is determined to have violated a prohibition of
4 the TVPA or has an employee who is determined by the DBH Director or her designee to have violated
5 a prohibition of the TVPA through conduct that is either associated with performance under the award or
6 imputed to the CONTRACTOR or their subrecipient using the standards and due process for imputing
7 the conduct of an individual to an organization that are provided in 2 C.F.R. Part 180, "OMB Guidelines
8 to Agencies on Government-wide Debarment and Suspension (Nonprocurement).
9 CONTRACTOR must inform the DBH Director or her designee immediately of
10 any information received from any source alleging a violation of a prohibition of the TVPA."
11 7. COUNTY and CONTRACTOR agree that this Amendment I is sufficient to amend
12 Agreement No. 13-572 and Amendment I together with the Agreement shall be considered the
13 Agreement.
14 8. The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
15 covenants, conditions, and promises contained in the Agreement and not amended herein shall remain in
16 full force and effect. This Amendment II shall be effective upon execution.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment I to Agreement No.
2 13-572 as of the day and year first hereinabove written.
3 ATTEST:
4 CONTRACTOR
5
EMINENCE HEALTHCARE, INC. COUNTY OF FRESNO
6
7
8 By _ l�tic -G�,(v{� `� ��--� By
Ernest Buddy Mendes, airman
9 �— Board of Supervisors
10 Print Name: t2- .�O--f 10 YES'0. ✓�
11 Title: ` re5l�l�r�� /C�� Date: MOLU a`� �ott�llo
Chairman of the Board, or
12 President, or any Vice President
13
14
15 BERNICE E. SEIDEL, Clerk
Board of Supervisors
16
BY &kk_ BY S Ado,, �.t c�D l a xxiJ
17 l l
18 Print Name: .)OY1 ylt? An A.�0.� �. Date: mQ6W
19 C FO
Title:
20 Secretary of Corporation,
21 any Assistant Secretary, or
Chief Financial Officer, or
22 Assistant Treasurer
23
24 Mailing Address:
Eminence Healthcare, Inc.
25 7485 N. Palm Ave. Suite 103
Fresno, CA 93711
26 Contact: Chief Executive Officer
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1 APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
2
3
4 By `
5
6 Date: 2-2
7
APPROVED AS TO ACCOUNTING FORM:
8 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
9 TREASURER-TAX COLLECTOR
10 By
12
Date:
13
14 REVIEWED AND RECOMMENDED FOR
15 APPROVAL:
16
17 t '?
By
18 awan techt, Director
Department of Behavioral Health
19 //
20 Date: Oz_/_Z�'Zl�
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Fund/Subclass: 0001/10000
24 Account/Program: 7294/0
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