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HomeMy WebLinkAboutAgreement A-20-283 with MHSOAC.pdf Agreement No. 20-283 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENTNUMBER PURCHASING AUTHORITY NUMBER(If Applicable) STD 213(Rev.03/2019) 19MHSOAC05 1.This Agreement is entered into between the Contracting Agency and the Contractor named below: I CONTRACTING AGENCY NAME Mental Health Services Oversight and Accountability Commission CONTRACTOR NAME County of Fresno Department of Behavioral Health 2.The term of this Agreement is: START DATE September 1,2020 THROUGH END DATE August 31,2024 3.The maximum amount of this Agreement is: $6,000,000.00 Six million dollars and no cents 4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement. EXHIBITS TITLE PAGES Exhibit A Scope of Work 5 Exhibit B Budget Detail and Payment Provisions 2 Attachment B-1 Grant Award Claim Form 1 Attachment B-2 Budget Workdsheet 2 Exhibit C General Terms and Conditions 4 Exhibit D Special Terms and Conditions 9 Items shown with an asterisk("),are hereby incorporated byreference and made part of this agreement as if attached hereto. These documents can be viewed at htr2s11www.d4s...c..n.govZ01SlResourcg� IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME(if other than an individual,state whether a corporation,partnership,etc.) County of Fresno Department of Behavioral Health CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP 1925 E Dakota Avenue Fresno CA 93726 PRINTED NAME OF PERSON SIGNING TITLE Ernest Buddy Mendes Chairman Board of Supervisors of County of Fresno CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors County of Fresno,State of California By _�U.� 1_. ;"�' .—�', Deputy Page 1 of 2 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES _ STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable) STD 213(Rev.03/2019) l 19MHSOAC052 STATE OF CALIFORNIA CONTRACTING AGENCY NAME Mental Health Services Oversight and Accountability Commission CONTRACTING AGENCY ADDRESS CITY STATE ZIP 1325 J Street,Suite 1700 Sacramento CA 95624 PRINTED NAME OF PERSON SIGNING TITLE Toby Ewing Executive Director CONTRACTINY IGENCY AU T RIZED SIGNAT RE DATE SIGNED I d� CALIFORNIA DEPARTMENT OF GENERAL SE ICES APPROVAL EXEMPTION(If Applic ble) WIC 5897(fl Page 2 of 2 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit A Scope of Work EXHIBIT A SCOPE OF WORK 1. Abstract/Summary A. This grant is awarded pursuant to the Mental Health Student Services Act of 2019. COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH, hereafter referred to as "Grantee," agrees to hire personnel or peer support to enhance an existing county partnership with school-based programs, to expand access to mental health services for children and youth, including campus-based mental health services, and to facilitate linkage and access to ongoing and sustained services. B. The Mental Health Student Services Act of 2019 (MHSSA) grants are be used to provide support services that address the following goals: 1) Preventing mental illnesses from becoming severe and disabling 2) Improving timely access to services for underserved populations 3) Providing outreach to families, employers, primary care health care providers, and others to recognize the early signs of potentially severe and disabling mental illnesses 4) Reducing the stigma associated with the diagnosis of a mental illness or seeking mental health services 5) Reducing discrimination against people with mental illness 6) Preventing negative outcomes in the targeted population, including, but not limited to: a) Suicide and attempted suicide b) Incarceration c) School failure or dropout d) Unemployment e) Prolonged suffering f) Homelessness g) Removal of children from their homes h) Involuntary mental health detentions 2. Detailed Scope of Work A. The scope of work for this Agreement is contained in the Grant Application submitted by the Grantee (Grantee's Application) in response to the Mental Health Services Oversight and Accountability Commission's (Commission) Request for Applications, MHSSA_001 Addendum 2 (hereinafter, "RFA"). Grantee's Application is incorporated by reference and made part of this Agreement as if attached hereto. Page 1 of 5 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit A Scope of Work 3. Contacts A. Direct all inquiries regarding this Agreement to the representatives listed in the charts below. Representatives may be changed by written notice to the other party. Such notice shall be given within 30 days of the change. State Agency: Mental Health Services Grantee: County of Fresno Oversight and Accountability Department of Behavioral Health Commission Name/Title: Cheryl Ward Name/Title: Ernest Buddy Mendes Health Program Specialist I Chairman of Board of Supervisors Phone: (916) 327-1944 Phone: (559) 600-4000 Fax: (916) 445-4927 Fax: (559) 600-1609 Email: Cheryl.Ward@mhsoac.ca.gov Email: bmendes@fresnocountyca.�ov Direct all administrative inquiries to: State Agency: Mental Health Services Grantee: County of Fresno Oversight and Accountability Department of Behavioral Health Commission Section/Unit: Administrative Services Section/Unit: Attention: Richard Thut Attention: Susan Holt Deputy Director Address: 1325 J Street, Suite 1700 Address: 1925 E Dakota Avenue Sacramento, CA 95814 Fresno, CA 93726 Phone: (916) 445-8798 Phone: (559) 600-9058 Fax: (916) 445-4927 Fax: (559) 600-7673 Email: Richard.Thut@mhsoac.ca.gov Email: sholt@fresnocountyca.gov 4. Grant Cycle (see RFA, Section V.C.) A. This Agreement is for a four-year grant cycle, with funds allocated in quarterly installments. B. Funding is based on the Grantee's compliance with the RFA requirements as submitted through Grantee's Application. C. Grantee shall participate in monthly check-in meetings with Commission staff either in-person, by phone or some other agreed upon arrangement. The intent is for the Grantee to provide a status on their program including, but not limited to, reporting requirements, hiring, spending, schedule, and any other relevant issues. Page 2 of 5 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit A Scope of Work D. The Commission may withhold funds from Grantee if the Grantee fails to meet the reporting requirements, falls behind schedule, has unexpended funds, or modifies the scope of the program. If Grantee finds itself in this position, the Grantee shall immediately contact the Commission and provide a mitigation plan to address the contractual program deficiency. The Commission may withhold funds until an agreed upon mitigation plan is presented and accepted by the Commission. 5. Allowable Costs (See RFA, Section V.E.) A. Grant funds must be used as proposed in the Grantee's Application and approved by the Commission as follows: 1) Allowable costs include: a) Personnel and/or peer support b) At least 90 percent of the personnel costs must be for personnel who are dedicated to delivering services. c) The amount budgeted for administration costs shall not exceed 15 percent of the total budget grant amount, annually, and includes any administrative costs associated with contracted personnel. d) Program costs include, but are not limited to training, technology (e.g., telehealth), facilities improvements, and transportation. e) Funds may also be used to facilitate linkages and access to ongoing and sustained services, including: i. Services provided on school campuses ii. Suicide prevention services iii. Drop-out prevention services iv. Outreach to high-risk youth and young adults, including, but not limited to, foster youth, youth who identify as lesbian, gay, bisexual, transgender, or queer, and youth who have been expelled or suspended from school V. Placement assistance and development of a service plan that can be sustained over time for students in need of ongoing services f) Funds may also be used to provide other prevention, early intervention, and direct services, including, but not limited to, hiring qualified mental health personnel, professional development for school staff on trauma-informed and evidence-based mental health practices, and other strategies that respond to the mental health needs of children and youth, as determined by the Commission. 2) Grant funds may be used to supplement, but not supplant existing financial and resource commitments of the county, city, or multi-county mental health or behavioral health departments, or a consortium of those entities, or educational entities that receive a grant. Page 3 of 5 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit A Scope of Work 3) Grant funds cannot be transferred to any other program account for specific purposes other than the stated purpose of this grant. 6. Evaluation (See RFA,Section Vlll.) A. Grantee shall employ staff through the grant for MHSSA data gathering, submission of relevant data, and submission of program implementation and summary program evaluations to the Commission. Grantee shall evaluate its MHSSA funded program. B. Evaluation activities are intended to provide counties and the Commission with data related to program impact and individual experience, and to demonstrate program effectiveness throughout the grant cycle. It is intended that the results from the local evaluations by the grantees will yield best practices for school-based mental health partnerships, number of students served, demographics, data on linkage to ongoing mental health services, and comparison data on negative outcomes of untreated mental health conditions e.g. suicide, school failure, and out of home placement. C. Grantee shall collect relevant person identified-level data. If requested, Grantee shall provide access to the Commission to all relevant person identified-level data collected and maintained by the Grantee. Grantee shall ensure that county partners grant access to the Commission to all relevant person identified-level data. 7. Reporting (See RFA, Section IX.) A. Grantee shall provide information to the Commission on a quarterly basis within 30 days after the end of each reporting period. The Commission may modify the reporting date to better fit in with the Grantee's normal month- end financial cycle. The Grantee shall submit the following reports: 1) Hiring Report The Hiring Report shall include the following: a) List each type of personnel hired by the county and/or hired as a contractor (e.g., peers, social workers, nurses, clinicians, mental health workers, etc.). Identify which staff are county staff and which are contract. b) List of personnel at service locations/points of access (e.g., school sites). Access point location and addresses must be identified. If an address is not possible, clearly identify the area in which the access point(s) will be (i.e., provide detailed description). 2) Evaluation Data Grantee shall provide to the Commission data based on the specifications and timelines defined by the Commission. Page 4 of 5 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit A Scope of Work 3) Expenditure Information Grantee shall report all Grant expenditure information in the Annual Fiscal Report within 30 days of the end of the grant year. Grantee shall remit to the Commission all unexpended grant funds at the end of the contract term. 8. Program Communications (See RFA, Section VII.E.v.) Grantee shall increase awareness of and access and linkage to mental health services for students and their families and provide related information on the partnership website(s). 9. Amendments This Agreement may be amended upon mutual consent of the parties. All amendments must be in writing and fully executed by authorized representatives of each party. Page 5 of 5 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOACOS2 Accountability Commission (Commission) Exhibit B Budget Detail and Payment Provisions EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1. Invoicing and Payment a) The amount payable by the Commission to the Grantee is specified in Section 4, Payment Schedule. b) Grant Award Claim Form (Attachment B-1) shall be submitted no later than the first week after each quarterly reporting period and is subject to the Commission's review and approval before being paid. c) To expedite the processing of the Grant Award Claim Form submitted to the Commission for fund distribution, Grantee shall submit one original and two copies of each Grant Award Claim Form to the Commission Grant Manager at the following address: Mental Health Services Oversight and Accountability Commission 1325 J Street, Suite 1700 Sacramento, CA 95814 2. Budget Contingency Clause a) It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event,the State shall have no liability to pay any funds whatsoever to Grantee or to furnish any other considerations under this Agreement and Grantee shall not be obligated to perform any provisions of this Agreement. b) If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Grantee to reflect the reduced amount. c) If this contract overlaps Federal and State fiscal years, should funds not be appropriated by Congress or approved by the Legislature for the fiscal year(s) following that during which this grant was executed, the State may exercise its option to cancel this grant. Page 1 of 2 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Exhibit B Budget Detail and Payment Provisions d) In addition, this grant is subject to any additional restrictions, limitations, or conditions enacted by Congress or the Legislature which may affect the provisions or terms of funding of this grant in any manner. 3. Budget Detail The total amount of this Agreement shall not exceed $6,000,000.00. Payment shall be made in accordance with the payment schedule below. The funds used for this Agreement may be used without regard to fiscal year. 4. Payment Schedule Grantee was approved for a grant cycle that covers four grant years (see Attachment B-2— Budget Worksheet for approved funding amounts), with funds allocated annually at the beginning of each grant year. Payment will be made quarterly and the total amount of payments made in any grant year is to not exceed the amount stated below. For each grant year Grantee may not exceed the total funds allocated for that grant year. Grant Year Distribution Grant Funding Grant Year 1 $ 861,845.00 Grant Year 2 $2,751,845.00 Grant Year 3 $1,174,982.00 Grant year 4 $1,211,328.00 Grant Total $6,000,000.00 Page 2 of 2 ATTACHMENT B-1 Mental Health Student Services Act of 2019 (MHSSA) GRANT AWARD CLAIM FORM To: Mental Health Services Check One Check One Oversight and Accountability Commission Year 1 ❑ Quarter 1 ❑ 1325 J Street,Suite 1700 Year 2 ❑ Quarter 2 ❑ Sacramento,CA 95814 Year 3 ❑ Quarter 3 ❑ Attn:Accounting Office Year 4 ❑ Quarter 4❑ From: I Contract No. Mailing Address: Costs A B C D Budget Amount Beginning Balance Adjustments Current Expense Ending Balance Personnel Administration Total Allowable Costs$ MHSOAC USE ONLY FOR GRANTEE'S USE—Use blue ink I hereby certify that all services and required reports have been I CERTIFY that I am a duly appointed and acting officer of received pursuant to the contract/grant. the herein named county/lead agency:that the costs being claimed are in all respects true, correct,and in accordance with the grant provisions,and that the funds were X expended or obligated during the project year. Signature Program Coordinator DATE X Signature of Mental Health/Behavioral DATE Health Director or designee/Grant Lead Name of Signatory Name of Signatory Title FOR MHSOAC ACCOUNTING USE ONLY GRANTEE'S CONTACT INFORMATION SFY: FY 2019-20 ❑ FY 2020-21 ❑ Grant Title: MHSOAC MHSSA Grant FY 2021-22 ❑ Contact Person (Print) MHSA Grant FY 2022-23 ❑ Award: PCA:30118 INDEX: 5500 Phone OBJECT CODE:5432000 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Attachment B-2: Budget Worksheet ATTACHMENT B-2 BUDGET WORKSHEET (W-cle Dollars) Applicant HreStafF(Iist individual role/clasiicationl,;ad(i Hi,ins rows as needed) Nbrtth �+Y 1 GY 2 GY 3 GY 4 Total AI GYs Fani ly Partner 1 2 "A" =c :c_ *.465 50.668 169.454 Farn'ly Partner 2 2 44,059 t -t- 49.465 50.668 169.454 Fam ly Partner 3 2 44,059 -e.262 49.465 50.668 _159.454 Faris ly Partner4 2 44 059 -6 262 49.465 50.6681. 169 454 Fam ly Partner 5 14 -E.262 48.465 50.668 145.395 Far ly Partner 14 46.262 44.465 50.668 M4 ,395 Farm ly Partner 7 14 46.262 49.465' 50.668 145,395 F2m ly Partner 14 46.262 49.465 50.668 145,395 Far ly Partner 26 4&.465 50.668 99 133 —..._._._.._.. ..._.._..._._._..._..._..._ ._.. _.._.. _.._..._... Far ly Partner 10 26 46 465 50 668 99 133 Fam ly Partner I 2i 4S.465 50.668 99.133 Famly Partner l2 2i 4b. 65 50.668 ��. 99.133 Sabtotal- PeronnelServicesSalaries; 176,236 370,096 581,590. 609,016 1.735,926 i Adis: Personrel Services Benefits 116.316 244,263 383,843 401,291 1.145.712 Tota Person nelServces 292.552 614.359 965,423? 1,009,307 2.SS1.640 _1',Kre Contractors or other non-stad'F;lfanpl cable Khn6 6Y1 GY2 I GY3 (161GY4 Total AlIGYs list individual role/classification)(Add-ow-,as Mw th Tod Kit Preparation&Market ns Se-vice: 1 126.5&4 126 564 Marketing&Communication Service:';or WdlnesCerters 1 13,152` 10.376 ! I 23 530 Bui-o n Architect Fees i 6 1 366.396 Bui,d`n6Co,=jct:or-New Constriction 12 1,936.554 ; 1.936,554 Facilities lm ! M. r. Provenert 1 150.000 t 150,000 I I - = i Total Contracted Services 4SB,132 1,94i,932 - 2.405.0" I 1?l Total Person nel.Contacted Se vicos 750,684 2,56L291 965,423; 1.009,307 5.286.704 i ; i I C+tner Costs(nomstaf'and non-contracted E"p GYI - GY2 GY3 Total/YIGYs services) Month Non-Capitalized Equipment - 1 10 000 30.000 40 000 Matedals and Supplits 1 11:p0 25.200 13.200 3.000; 53.600 Tranin6and Development Expenses 2 E.'_00' 6 ..........................._..............._ _ I.._..._..... .. 11 Travel Reimbursement Ex r..._.._. P� 2 15.000' _36.000, 54,000 54,000) 162,000 Buildin6Repairs 36 5,760 -- 5,760; ILS2A ..................... ............................ ............................. ....................... . ................ Pro4ssional Services and 0oerat n6&ai nditures' 1 8.000 11.000 14,000 14,000, 47,000 l .. I Page 1 of 2 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight and Agreement#19MHSOAC052 Accountability Commission (Commission) Attachment B-2: Budget Worksheet Appka rtt• 2 7 1 Total Other Costs 56,400 106,400 91. 160 79,960 335,920 2SI Total Program Costs bdoreAcmini:tra:o-i e07.064 209,691 1,056,533 1.0a9.267 5,622,624 291 Administration rndudes indirect costs and ove►head,limited to15%)• 54,761> 22,154 119,399 122,061 377,376 ;301 Total Proposed Program Costs 961,945 2,751,945 1,174,982 1.211,329 6.000,000 •Total Administration costs cannot eased the following for the total term(4 years)ofthe contract: Small 1populationdesipation_ $375,000 (S2,500,0Wgnntr15%) Medium population d6gnat on: $600,000 (54,OW,000 grant■15%) Larpe population designation_ $900.000 (S6,000,000 grant■15%1 Page 2 of 2 State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit C, General Terms and Conditions Page 1 of 4 GTC 04/2017 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Contract is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Contract not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Contract is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Contract. Contractor agrees to maintain such records for possible audit for a minimum of three (3)years after final payment,unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Contract. 6. DISPUTES: Contractor shall continue with the responsibilities under this Contract during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Contract and be relieved of any payments should the Contractor fail to perform the requirements of this Contract at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Contract and the balance, if any, shall be paid to the Contractor upon demand. State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit C, General Terms and Conditions Page 2 of 4 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact,percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply(Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Contract, Contractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act(Gov. Code §12900 et seq.), the regulations promulgated thereunder(Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours,but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other contract. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Contract by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Contract. State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit C, General Terms and Conditions Page 3 of 4 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS: The Contractor by signing this contract hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code. 2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act(15 U.S.C. Sec. 15) or under the Cartwright Act(Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and(a)the assignee has not been injured thereby, or(b)the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of$100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that: State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit C, General Terms and Conditions Page 4 of 4 a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Contract is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Contract have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract(or within such other time period as may be specified elsewhere in this Contract)report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE)participation, then Contractor must within 60 days of receiving final payment under this Contract(or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3)the amount each DVBE received from the prime Contractor; (4)that all payments under the Contract have been made to the DVBE; and(5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. &Vets. Code § 999.5(d); Govt. Code § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a"loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 1 of 9 EXHIBIT D—SPECIAL TERMS AND CONDITIONS 1. SUBCONTRACTS Except for subcontracts identified in the Proposal in accordance with the Request for Proposal, Contractor shall submit any subcontracts which are proposed to be entered into in connection with this Contract to the State Agency (State) for its prior written approval before entering into the same. No work shall be subcontracted without the prior written approval of the State. Upon the termination of any subcontract, State shall be notified immediately. Any subcontract shall include all the terms and conditions of this Contract and its attachments. 2. PUBLICATIONS AND REPORTS A. The State reserves the right to use and reproduce all publications, reports, and data produced and delivered pursuant to this Contract. State further reserves the right to authorize others to use or reproduce such materials, provided the author of the report is acknowledged in any such use or reproduction. B. If the publication and/or report are prepared by non-employees of the State, and the total cost for such preparation exceeds $5,000, the publication and/or report shall contain the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of the publication and report in a separate section of the report (Government Code Section 7550). 3. PROGRESS REPORTS Unless otherwise specified in Exhibit A, if progress reports are required by the Contract, Contractor shall provide a progress report in writing, or orally if approved by the State Contract Manager, at least once a month to the State Contract Manager. This progress report shall include, but not limited to, a statement that the Contractor is or is not on schedule, any pertinent reports, or interim findings. Contractor shall cooperate with and shall be available to meet with the State to discuss any difficulties, or special problems, so that solutions or remedies can be developed as soon as possible. 4. PRESENTATION Upon request, Contractor shall meet with the State to present any findings, conclusions, and recommendations required by the Contract for approval. If set forth in the Contract, Contractor shall submit a comprehensive final report for approval. Both the final meeting and the final report shall be completed on or before the date indicated in the Contract. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 2 of 9 5. MENTAL HEALTH SERVICES OVERSIGHT AND ACCOUNTABILITY COMMISSION STAFF Mental Health Services Oversight and Accountability Commission staff shall be permitted to work side by side with Contractor's staff to the extent and under conditions as directed by the State Contract Manager. In this connection, Mental Health Services Oversight and Accountability Commission staff shall be given access to all data, working papers, etc., which Contractor seeks to utilize. 6. CONFIDENTIALITY OF DATA AND DOCUMENTS A. Contractor shall not disclose data or documents or disseminate the contents of the final or any preliminary report without written permission of the State Contract Manager. However, all public entities shall comply with California Public Records Act (Government Code Sections 6250 et seq.) and the Freedom of Information Act (Title 5 of the United States Code Section 552), as applicable. B. Permission to disclose information or documents on one occasion shall not authorize Contractor to further disclose such information or documents on any other occasions except as otherwise provided in the Contract or required by law. C. Contractor shall not comment publicly to the press or any other media regarding the data or documents generated,collected,or produced in connection with this contract, or the State's actions on the same, except to the Mental Health Services Oversight and Accountability Commission staff, Contractor's own personnel involved in the performance of this Contract, or as required by law. D. If requested by State, Contractor shall require each of its employees or officers who will be involved in the performance of this Contract to agree to the above terms in a form to be approved by State and shall supply State with evidence thereof. E. Each subcontract shall contain the foregoing provisions related to the confidentiality of data and nondisclosure. F. After any data or documents submitted has become a part of the public records of the State, Contractor may at its own expense and upon written approval by the State Contract Manager, publish or utilize the same data or documents but shall include the following Notice: LEGAL NOTICE This report was prepared as an account of work sponsored by the Mental Health Services Oversight and Accountability Commission (MHSOAC), but does not necessarily represent the views of the MHSOAC or any of its employees except to the extent, if any, that it has formally been approved by the MHSOAC. For information regarding any such action, communicate directly with the MHSOAC at 1325 J Street, Suite 1700, Sacramento, CA 95814. Neither the MHSOAC nor the (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 3 of 9 State of California, nor any officer or employee thereof, or any of its contractors or subcontractors makes any warranty, express or implied, or assumes any legal liability whatsoever for the contents of this document. Nor does any party represent that use of the data contained herein, would not infringe upon privately owned rights without obtaining permission or authorization from any party who has any rights in connection with the data. 7. PROVISIONS RELATING TO DATA A. "Data" as used in this Contract means recorded information, regardless of form or characteristics, of a scientific or technical nature. It may, for example, document research, experimental, developmental or engineering work; or be usable or be used to define a design or process; or support a premise or conclusion asserted in any deliverable document called for by this Contract. The data may be graphic or pictorial delineations in media, such as drawings or photographs, charts, tables, mathematical modes, collections or extrapolations of data or information, etc. It may be in machine form, as punched cards, magnetic tape, computer printouts, or may be retained in computer memory. B. "Generated data" is that data, which a Contractor has collected, collated, recorded, deduced, read out or postulated for utilization in the performance of this Contract. Any electronic data processing program, model or software system developed or substantially modified by the Contractor in the performance of this Contract at State expense,together with complete documentation thereof, shall be treated in the same manner as generated data. C. "Deliverable data" is that data which under terms of this Contract is required to be delivered to the State. Such data shall be property of the State. D. Prior to the expiration of any legally required retention period and before destroying any data, Contractor shall notify the State of any such contemplated action; and State may within 30 days of said notification determine whether or not this data shall be further preserved. The State shall pay the expense of further preserving this data. State shall have unrestricted reasonable access to the data that is preserved in accordance with this Contract. E. Contractor shall use best efforts to furnish competent witnesses or to identify such competent witnesses to testify in any court of law regarding data used in or generated under the performance of this Contract. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 4 of 9 8. APPROVAL OF PRODUCT Unless otherwise specified in Exhibit A, each product to be approved under this Contract shall be approved by the Contract Manager. The State's determination as to satisfactory work shall be final absent fraud or mistake. 9. SUBSTITUTIONS Contractor's key personnel as indicated in its Proposal may not be substituted without Contract Manager's prior written approval. 10. NOTICE Notice to either party shall be given by first class mail properly addressed, postage fully prepaid, to the address listed in Exhibit A for each respective party. Such notice shall be effective when received as indicated by post office records or if deemed undeliverable by post office, such notice shall be effective nevertheless 15 days after mailing. Alternatively, notice may be given by personal delivery by any means whatsoever to the party, and such notice shall be deemed effective when delivered. 11. WAIVER No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Contract shall be taken and construed as cumulative; that is, in addition to every other remedy provided therein or by law. The failure of State to enforce at any time the provisions of this Contract, or to require at any time performance by the Contractor of any of the provisions, shall in no way be construed to be a waiver of such provisions not to affect the validity of this Contract or the right of State to enforce said provisions. 12. GRATUITIES AND CONTINGENCY FEES The State, by written notice to the Contractor, may terminate the right of Contractor to proceed under this Contract if it is found, after notice and hearing by the State, that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the State with a view toward securing a contract or securing favorable treatment with respect to the awarding, amending, or performing of such contract. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 5 of 9 In the event this Contract is terminated as provided in the paragraph above, State shall be entitled (a) to pursue the same remedies against Contractor as it could pursue in the event of the breach of the Contract by the Contractor, and (b) as a predetermined amount of liquidated damages, to exemplary damages in an amount which shall not be less than three times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. The Contractor warrants by execution of this Contract that no person or selling agency has been employed or retained to solicit or secure this Contract for a commission, percentage, brokerage or contingent fee, excepting bona fide employees of Contractor, for the purpose of securing business. For breach or violation of this warranty, the State shall have the right to annul this Contract without liability, paying only for the values of the work actually returned, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 13. WORKERS' COMPENSATION Contractor hereby warrants that it carries and shall maintain in full force and effect during the full term of this contract and any extensions to said term, sufficient and adequate Worker's Compensation Insurance for all of its employees who shall be engaged in the performance of this Contract and agrees to furnish to State satisfactory evidence thereof at any time the State may request the same. 14. CONTRACT IS COMPLETE Other than as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Contract. 15. CAPTIONS The clause headings appearing in this Contract have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit or extend the scope or intent of the clauses to which they pertain. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 6 of 9 16. PUBLIC HEARINGS If public hearings on the subject matter dealt with in this Contract are held within one year from the contract expiration date, Contractor shall make available to testify the personnel assigned to this Contract at the hourly rates specified in the Contractor's proposed budget. State shall reimburse Contractor for travel of said personnel at the contract rates for such testimony as may be requested by State. 17. FORCE MAJEURE Neither the State nor the Contractor shall be deemed to be in default in the performance of the terms of this Contract if either party is prevented from performing the terms of this Contract by causes beyond its control, including without being limited to: acts of God; interference, rulings or decision by municipal, Federal, State or other governmental agencies, boards or commissions; any laws and/or regulations of such municipal, State, Federal, or other governmental bodies; or any catastrophe resulting from flood, fire, explosion, or other causes beyond the control of the defaulting party. If any of the stated contingencies occur, the party delayed by force majeure shall immediately give the other party written notice of the cause of delay. The party delayed by force majeure shall use reasonable diligence to correct the cause of the delay, if correctable. 18. PERMITS AND LICENSES The Contractor shall procure and keep in full force and effect during the term of this Contract all permits, registrations and licenses necessary to accomplish the work specified in this Contract, and give all notices necessary and incident to the lawful prosecution of the work. The Contractor shall keep informed of, observe, comply with, and cause all of its agents and employees to observe and to comply with all prevailing Federal, State, and local laws, and rules and regulations made pursuant to said Federal, State, and local laws, which in any way affect the conduct of the work of this Contract. If any conflict arises between provisions of the plans and specifications of this Contract and any such law above referred to, then the Contractor shall immediately notify the State in writing. 19. LITIGATION The State, promptly after receiving notice thereof, shall notify the Contractor in writing of the commencement of any claim, suit, or action against the State or its officers or employees for which the Contractor must provide indemnification under this Contract. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 7 of 9 The failure of the State to give such notice, information, authorization or assistance shall not relieve the Contractor of its indemnification obligations. The Contractor shall immediately notify the State of any claim or action against it which affects, or may affect, this Contract,the terms and conditions hereunder, or the State, and shall take such action with respect to said claim or action which is consistent with the terms of this Contract and the interest of the State. 20. DISPUTES Contractor shall first discuss and attempt to resolve any dispute arising under or relating to the performance of this Contract, which is not disposed of by the Contract, informally with the State Contract Manager. If the dispute cannot be disposed of at this level, then the dispute shall be decided by the MHSOAC's Executive Director. All issues pertaining to this dispute shall be submitted in written statements and addressed to the Executive Director, MHSOAC, 1325 J Street, Suite 1700, Sacramento, California 95814. Such written notice must contain the Contract Number. The decision of the Executive Director of the MHSOAC shall be final and binding to all parties. Within ten days of receipt of the written grievance report from the Contractor, the Executive Director, or his/her designee, shall meet with the Contractor and Project Manager for the purposes of resolving the dispute. The decision of the Executive Director shall be final. During the dispute process the Contractor shall proceed diligently with the performance of the Contract. Neither the pendency of a dispute, nor its consideration by the Executive Director, shall excuse the Contractor from full and timely performance of the services required in accordance with the terms of the contract. Notwithstanding any other provisions of this Contract, after recourse to the procedure set forth in the paragraph above, any controversy or claim arising out of or relating to this Contract or breach thereof shall be settled by arbitration at the election of either party in accordance with California Public Contract Code Section 10240 et. seq. and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 8 of 9 21. EVALUATION OF CONTRACTOR'S PERFORMANCE The Contractor's performance under this Contract shall be evaluated by the State after completion of the contract. A copy of the written evaluation shall be maintained in the contract file and may be submitted to the Office of Legal Services, Department of General Services. 22. CONFIDENTIALITY AND INFORMATION SECURITY PROVISIONS A. The Contractor shall comply with applicable laws and regulations, including but not limited to Sections 14100.2 and 5328 et seq. of the Welfare and Institutions Code, Section 431.300 et seq. of Title 42, Code of Federal Regulations, and the Health Insurance Portability and Accountability Act (HIPAA), and it's implementing regulations (including but not limited to Title 45, CFR, Parts 160, 162 and 164) regarding the confidentiality and security of individually identifiable health information (IIHI). B. Nondisclosure. Contractor shall not use or disclose confidential, individually identifiable, or sensitive information other than as permitted or required by the Contract and as permitted or required by law. 23. INSPECTION AND ENFORCEMENT A. From time to time, the State may inspect the facilities, systems, books and records of Contractor to monitor compliance with the Contract. B. Contractor shall promptly remedy any violation of any provision of the Contract and shall certify the same to the MHSOAC in writing. C. The fact that the State inspects, or fails to inspect, or has the right to inspect Contractor's facilities, systems, and procedures does not relieve Contractor of its responsibility to comply with the Contract. D. The State's failure to detect or the State's detection of any unsatisfactory practices, but failure to notify Contractor or require Contractor's remediation of the unsatisfactory practices does not constitute acceptance of such practice or a waiver of the State's enforcement rights under the Contract. 24. USE OF STATE FUNDS Contractor, including its officers and members, shall not use funds received from the MHSOAC pursuant to this contract to support or pay for costs or expenses related to the following: (Rev. 12/13/16) State of California COUNTY OF FRESNO DEPARTMENT OF BEHAVIORAL HEALTH Mental Health Services Oversight Agreement#19MHSOAC052 and Accountability Commission Exhibit D Special Terms and Conditions Page 9 of 9 A. Campaigning or other partisan activities to advocate for either the election or defeat of any candidate for elective office, or for or against the passage of any proposition or ballot measure; or, B. Lobbying for either the passage or defeat of any legislation. This provision is not intended and shall not be construed to limit any activities specified in this Contract that are intended to inform, educate, and support advocacy before local and state administrative and legislative bodies regarding policies and issue-based legislation consistent with the Mental Health Services Act. This provision is not intended and shall not be construed to limit any expression of a view, opinion, or position of any member of Contractor as an individual or private citizens, as long as state funds are not used; nor does this provision limit Contractor from merely reporting the results of a poll or survey of its membership. (Rev. 12/13/16) AGREEMENT BETWEEN THE COUNTY OF FRESNO AND CALIFORNIA MENTAL HEALTH SERVICES OVERSIGHT AND ACCOUNTABILITY COMMISSION Agreement No.: 19MHSOAC052 Term: September 1, 2020 through August 31, 2024 FOR FRESNO COUNTY ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 Organization: 56300041 ($6,000,000) Account/Program: 7295/0