Loading...
HomeMy WebLinkAboutAgreement A-21-354 with CVRC.pdf Agreement No. 21-354 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 7th day of September , 2021, by and 3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to 4 as "COUNTY", and CENTRAL VALLEY REGIONAL CENTER, INC., a California Non-Profit Corporation, 5 whose address is 4615 N. Marty Avenue, Fresno, California, 93722, hereinafter referred to as 6 "CONTRACTOR" (collectively referred to as the "parties"). 7 WITNESSETH: 8 WHEREAS, the complexities of providing mental health treatment services to persons with a 9 serious mental illness and a co-existing developmental disability have created numerous challenges for 10 both CONTRACTOR and COUNTY; 11 WHEREAS, neither party is well-equipped on their own to address the special needs of this population; 12 WHEREAS, it can be very challenging for persons and families to receive the most 13 appropriate (efficient and effective) services possible; 14 WHEREAS, in advancing new approaches to treatment, a consortium of Regional Centers 15 which includes CONTRACTOR, Kern County Regional Center(KCRC), and Tri-County Regional Center 16 (TCRC), have been working in collaboration with their subcontracted provider, Telecare Corporation, to 17 develop a fifteen (15) bed Mental Health Rehabilitation Center(MHRC)which is designed to focus on 18 persons who meet criteria, independent of their development disability, for treatment in a mental health 19 inpatient program; 20 WHEREAS, the MHRC is located at 2511 Jensen Avenue, Sanger, California 93657 and referred to 21 as Sanger Place; 22 WHEREAS, COUNTY through its Department of Behavioral Health (DBH) has agreed to provide a 23 Licensed Mental Health Professional to serve as liaison to Sanger Place to meet periodically with the 24 partner Regional Center coordinator and Telecare staff, to discuss issues related to the management and 25 care of individuals served at Sanger Place; and 26 WHEREAS, CONTRACTOR has agreed to provide COUNTY's DBH with reimbursement for costs 27 associated with the provision of the liaison and consultation services provided by 0.25 FTE Licensed Mental 28 Health Professional. -1- 1 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein 2 contained, the parties hereto agree as follows: 3 1. SERVICES 4 A. COUNTY, through its DBH, shall provide a Licensed Mental Health Professional 5 (LMHP)to serve as a liaison between DBH, CVRC, and other consortium agency(ies) participating in the 6 utilization and operation of the Sanger Place MHRC, as described in Exhibit A, "Description of Services", 7 attached hereto and by this reference incorporated herein. 8 B. CVRC shall align programs, services, and practices in the utilization and operation 9 of the Sanger Place MHRC with the vision, mission, and guiding principles of DBH, as further described 10 in Exhibit B, "Fresno County Department of Behavioral Health Guiding Principles of Care Delivery", 11 attached hereto and by this reference incorporated herein and made part of this Agreement. 12 C. CONTRACTOR shall participate in monthly, or as needed, workgroup meetings 13 consisting of staff from COUNTY's DBH to discuss correct medical documentation requirements, data 14 reporting, training, policies and procedures, overall program operations and any problems or 15 foreseeable problems that may arise. 16 2. TERM 17 The term of this Agreement shall be for a period of three (3) years, commencing on July 1, 18 2021 through and including June 30, 2024. 19 This Agreement may be extended for two (2) additional consecutive twelve (12) month 20 periods upon written approval of both parties no later than thirty (30) days prior to the first day of the next 21 twelve (12) month extension period based on satisfactory performance by both parties. The DBH Director, 22 or designee, is authorized to execute such written approval on behalf of COUNTY based on 23 CONTRACTOR's satisfactory performance. 24 3. TERMINATION 25 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be 26 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 27 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 28 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. -2- 1 B. Breach of Contract- The COUNTY may immediately suspend or terminate this 2 Agreement in whole or in part, where in the determination of the COUNTY there is: 3 1) An illegal or improper use of funds; 4 2) A failure to comply with any term of this Agreement; 5 3) A substantially incorrect or incomplete report submitted to COUNTY; 6 4) Improperly performed service. 7 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any 8 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither 9 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or 10 default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the 11 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of 12 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR 13 shall promptly refund any such funds upon demand. 14 C. Without Cause - Under circumstances other than those set forth above, this 15 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an 16 intention to terminate to CONTRACTOR. 17 4. COMPENSATION/INVOICING: 18 CONTRACTOR, through this Agreement agrees to reimburse the COUNTY, for the actual 19 costs of a 0.25 full time equivalent (FTE) Licensed Mental Health Professional delivering liaison services 20 related to the mental health services at the Sanger Place MHRC, in accordance with the salary and benefit 21 rates set forth in Exhibit C, attached hereto and by this reference incorporated herein. CONTRACTOR 22 agrees to reimburse COUNTY in arrears, within forty-five (45) days after each monthly detailed claim is 23 submitted and verified by CONTRACTOR. 24 For the period of July 1, 2021 through June 30, 2022, in no event shall services performed 25 under this Agreement exceed Forty-Five Thousand, Nine Hundred Seven and No/100 Dollars ($45,907.00). 26 For the period of July 1, 2022 through June 30, 2023, in no event shall services performed 27 under this Agreement exceed Forty-Five Thousand, Nine Hundred Seven and No/100 Dollars ($45,907.00). 28 -3- 1 For the period of July 1, 2023 through June 30, 2024, in no event shall services performed 2 under this Agreement exceed Forty-Five Thousand, Nine Hundred Seven and No/100 Dollars ($45,907.00). 3 If the Agreement is extended for an additional 12-month renewal period of July 1, 2024 4 through June 30, 2025, in no event shall services performed under this Agreement exceed Forty-Five 5 Thousand, Nine Hundred Seven and No/100 Dollars ($45,907.00). 6 If the Agreement is extended for an additional 12-month renewal period of July 1, 2025 7 through June 30, 2026, in no event shall services performed under this Agreement exceed Forty-Five 8 Thousand, Nine Hundred Seven and No/100 Dollars ($45,907.00). 9 In no event shall services performed under this Agreement during the period of July 1, 10 2021 through June 30, 2024 be in excess of One Hundred Thirty-Seven, Seven Hundred Twenty-One 11 and No/100 Dollars ($137,721.00) during the term of this Agreement. 12 In no event shall services performed under this Agreement during the period of July 1, 13 2021 through June 30, 2025 be in excess of One Hundred Eighty-Three, Six Hundred Twenty-Eight and 14 No/100 Dollars ($183,628.00) during the term of this Agreement. 15 In no event shall services performed under this Agreement during the period of July 1, 16 2021 through June 30, 2026 be in excess of Two Hundred Twenty-Nine, Five Hundred Thirty-Five and 17 No/100 Dollars ($229,535.00) during the term of this Agreement. It is understood that all expenses 18 incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by 19 CONTRACTOR. 20 5. INDEPENDENT CONTRACTOR 21 In performance of the work, duties, and obligations assumed by CONTRACTOR under 22 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of 23 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an 24 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 25 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no 26 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its 27 work and function. 28 -4- 1 However, COUNTY shall retain the right to administer this Agreement so as to verify that 2 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. 3 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 4 regulations, if any, of governmental authorities having jurisdiction over matters which are directly or 5 indirectly the subject of this Agreement. 6 Because of its status as an independent contractor, CONTRACTOR shall have 7 absolutely no right to employment rights and benefits available to COUNTY employees. 8 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all 9 legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save 10 COUNTY harmless from all matters relating to payment of CONTRACTOR's employees, including 11 compliance with Social Security, withholding, and all other regulations governing such matters. It is 12 acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to 13 others unrelated to the COUNTY or to this Agreement. 14 6. MODIFICATION 15 Any matters of this Agreement may be modified from time to time by the written consent of 16 all the parties without, in any way, affecting the remainder. Notwithstanding the above, changes in 17 addresses to which notices are to be sent may be made by written approval of COUNTY's DBH Director, or 18 designee, and CVRC. 19 7. NON-ASSIGNMENT 20 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties 21 under this Agreement without the prior written consent of the other party. 22 8. MUTUAL HOLD HARMLESS 23 COUNTY shall defend, hold harmless, and indemnify the CVRC, its governing board, 24 officers, administrators, agents, employees and consultants of and from any and all liabilities, claims, 25 demands, costs, losses, damages, or expenses, including reasonable attorney's fees and court costs, 26 including but not limited to consequential damages, loss of use, extra expense, costs of facilities death, 27 sickness, or injury to any person, or damage to any property from any cause whatsoever arising from or 28 connected with the provision of service hereunder, that arise out of or result from, in whole or in part, the -5- 1 negligent, wrongful, or willful acts or omissions of the COUNTY, its agents, employees, subcontractors, 2 consultants or representatives. 3 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S 4 request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses, 5 damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with the 6 performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under this 7 Agreement, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or 8 resulting to any person, firm, or corporation who may be injured or damaged by the performance, or 9 failure to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement. 10 The provisions of this Section 8 shall survive termination of this Agreement. 11 9. INSURANCE 12 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any 13 third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following 14 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling 15 arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: 16 A. Commercial General Liability 17 Commercial General Liability Insurance with limits of not less than Two Million 18 Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This 19 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 20 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 21 liability or any other liability insurance deemed necessary because of the nature of this contract. 22 B. Automobile Liability 23 Comprehensive Automobile Liability Insurance with limits of not less than One 24 Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should 25 include any auto used in connection with this Agreement. 26 C. Professional Liability 27 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., 28 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million -6- 1 Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual aggregate. 2 CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and 3 effect for a period of three (3) years following the termination of this Agreement, one or more policies of 4 professional liability insurance with limits of coverage as specified herein. 5 D. Worker's Compensation 6 A policy of Worker's Compensation insurance as may be required by the California 7 Labor Code. $ CONTRACTOR hereby waives its right to recover from COUNTY, its officers, 9 agents, and employees any amounts paid by the policy of worker's compensation insurance required by 10 this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 11 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 12 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 13 E. Child Abuse/Molestation and Social Services Coverage 14 Each CONTRACTOR shall have either separate policies or an umbrella policy 15 with endorsements covering Child Abuse/Molestation and Social Services Liability coverage or have a 16 specific endorsement on their General Commercial liability policy covering Child Abuse/Molestation and 17 Social Services Liability. The policy limits for these policies shall be One Million Dollars ($1,000,000) 1$ per occurrence with a Two Million Dollars ($2,000,000) annual aggregate. The policies are to be on a 19 per occurrence basis. 20 F. Cyber Liability 21 Cyber Liability Insurance, with limits not less than One Million Dollars 22 ($1,000,000) per occurrence or claim, One Million Dollars ($1,000,000) aggregate. Coverage shall be 23 sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR in this 24 Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, 25 including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy 26 violations, information theft, damage to or destruction of electronic information, release of private 27 information, alteration of electronic information, extortion and network security. The policy shall provide 2$ coverage for breach response costs as well as regulatory fines and penalties as well as credit -7- 1 monitoring expenses with limits sufficient to respond to these obligations. 2 Additional Requirements Relating to Insurance 3 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance 4 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional 5 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for 6 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 7 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance 8 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without 9 a minimum of thirty (30) days advance written notice given to COUNTY. 10 Within thirty (30) days from the date CONTRACTOR signs and executes this Agreement, 11 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 12 foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health, 1925 E. 13 Dakota Avenue, Fresno, CA 93726, Attn: Contracted Services Division, stating that such insurance 14 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and 15 employees will not be responsible for any premiums on the policies; that such Commercial General Liability 16 insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as 17 additional insured, but only insofar as the operations under this Agreement are concerned; that such 18 coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, 19 maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with 20 insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled 21 or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. 22 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 23 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 24 Agreement upon the occurrence of such event. 25 All policies shall be issued by admitted insurers licensed to do business in the State of 26 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. 27 rating of A FSC VII or better. 28 -8- 1 10. CONFIDENTIALITY 2 All services performed by CONTRACTOR under this Agreement shall be in strict 3 conformance with all applicable Federal, State of California and/or local laws and regulations relating to 4 confidentiality. 5 11. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT 6 COUNTY and CONTRACTOR each consider and represent themselves as covered 7 entities as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 8 104-191 (HIPAA) and agree to use and disclose protected health information (PHI) as required by law. 9 COUNTY and CONTRACTOR acknowledge that the exchange of PHI between them is 10 only for treatment, payment, and health care operations. 11 COUNTY and CONTRACTOR intend to protect the privacy and provide for the security of 12 PHI pursuant to the AGREEMENT in compliance with HIPAA, the Health Information Technology for 13 Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated 14 thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and other 15 applicable laws. As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require 16 CONTRACTOR(S) to enter into a contract containing specific requirements prior to the disclosure of 17 PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the 18 Code of Federal Regulations (CFR). 19 12. REFERENCES TO LAWS AND RULES 20 In the event any law, regulation, or policy referred to in this Agreement is amended during 21 the term thereof, the parties hereto agree to comply with the amended provision as of the effective date of 22 such amendment. 23 13. NON-DISCRIMINATION 24 During the performance of this Agreement, CONTRACTOR shall not deny the contract's 25 benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical 26 disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender 27 identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they 28 discriminate unlawfully against any employee or applicant for employment because of race, religious -9- 1 creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic 2 information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or 3 military and veteran status. CONTRACTOR shall insure that the evaluation and treatment of employees 4 and applicants for employment are free of such discrimination. CONTRACTOR shall comply with the 5 provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations 6 promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 7 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations 8 or standards adopted by the awarding state agency to implement such article. CONTRACTOR shall 9 permit access by representatives of the Department of Fair Employment and Housing and the awarding 10 state agency upon reasonable notice at any time during the normal business hours, but in no case less 11 than twenty-four (24) hours' notice, to such of its books, records, accounts, and all other sources of 12 information and its facilities as said Department or Agency shall require to ascertain compliance with this 13 clause. CONTRACTOR shall give written notice of their obligations under this clause to labor 14 organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., 15 tit. 2, §11105.) CONTRACTOR shall include the Non-Discrimination and compliance provisions of this 16 clause in all subcontracts to perform work under the Agreement. 17 14. AMERICANS WITH DISABILITIES ACT 18 CONTRACTOR agrees to ensure that deliverables developed and produced, pursuant to 19 this AGREEMENT shall comply with the accessibility requirements of Section 508 of the Rehabilitation 20 Act and the Americans with Disabilities Act of 1973 as amended (29 U.S.C. § 794 (d)), and regulations 21 implementing that Act as set forth in Part 1194 of Title 36 of the Code of Federal Regulations. In 1998, 22 Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic 23 and information technology (EIT) accessible to people with disabilities. California Government Code 24 Section 11135 codifies Section 508 of the Act requiring accessibility of electronic and information 25 technology. 26 15. INCIDENT REPORTING 27 CONTRACTOR shall also file an incident report for all incidents involving persons served, 28 following the DBH's "Incident Reporting and Intensive Analysis" policy and procedure guide and using -10- 1 the "Incident Reviewer Role" worksheet identified in Exhibit D, attached hereto and by this reference 2 incorporated herein and made part of this Agreement, or a protocol and worksheet presented by 3 CONTRACTOR that is accepted by COUNTY's DBH Director, or designee. 4 16. COMPLIANCE WITH STATE MENTAL HEALTH REQUIREMENTS 5 CONTRACTOR must meet the California Department of Health Care Services (DHCS) 6 provider standards as listed in Exhibit E, "State Mental Health Requirements", attached hereto and by 7 this reference incorporated herein and made part of this Agreement. It is acknowledged that all 8 references to Provider in Exhibit E shall refer to CONTRACTOR. 9 17. DISCLOSURE OF SELF-DEALING TRANSACTIONS 10 This provision is only applicable if the CONTRACTOR is operating as a corporation (a 11 for-profit or non-profit corporation) or if during the term of the Agreement, the CONTRACTOR changes 12 its status to operate as a corporation. 13 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 14 transactions that they are a party to while CONTRACTOR is providing goods or performing services 15 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 16 is a party and in which one or more of its directors has a material financial interest. Members of the 17 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and 18 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit F and incorporated 19 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing 20 transaction or immediately thereafter. 21 18. ELECTRONIC SIGNATURE 22 The parties agree that this Agreement may be executed by electronic signature as provided 23 in this section. An "electronic signature" means any symbol or process intended by an individual signing this 24 Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed 25 version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example 26 by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this 27 Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this 28 Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial -11- 1 proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. 2 The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the 3 Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with Section 1633.1). 4 Each party using a digital signature represents that it has undertaken and satisfied the requirements of 5 Government Code Section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other 6 party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the 7 transactions under it by electronic means and either party may sign this Agreement with an original 8 handwritten signature. 9 19. AUDITS AND INSPECTIONS 10 CONTRACTOR shall at any time during business hours, and as often as the COUNTY 11 may deem necessary, make available to the COUNTY for examination all of its records and data with 12 respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the 13 COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure 14 CONTRACTOR's compliance with the terms of this Agreement. 15 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR 16 shall be subject to the examination and audit of the California State Auditor for a period of three (3)years 17 after final payment under contract (Government Code Section 8546.7). 18 20. SEVERABILITY 19 If any non-material term, provision, covenant, or condition of this Agreement is held by a 20 court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall 21 remain in full force and effect, and shall in no way be affected, impaired or invalidated. 22 21. NOTICES 23 The persons and their addresses having authority to give and receive notices under this 24 Agreement include the following: 25 COUNTY CONTRACTOR Director Executive Director 26 Department of Behavioral Health Central Valley Regional Center 27 P.O. Box 45003 4615 N. Marty Avenue Fresno, CA 93718-9886 Fresno, CA 93722 28 -12- 1 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 2 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by 3 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 4 personal service is effective upon service to the recipient. A notice delivered by first-class United States 5 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, 6 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one 7 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, 8 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by 9 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is 10 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 11 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the 12 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 13 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 14 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, 15 beginning with Section 810). 16 22. GOVERNING LAW 17 Venue for any action arising out of or related to this Agreement shall only be in Fresno 18 County, California. 19 The rights and obligations of the parties and all interpretation and performance of this 20 Agreement shall be governed in all respects by the laws of the State of California. 21 23. ENTIRE AGREEMENT 22 This Agreement, including all Exhibits, constitutes the entire agreement between the 23 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 24 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and 25 understanding of any nature whatsoever unless expressly included in this Agreement. 26 27 28 -13- 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and 2 year first hereinabove written. 3 CONTRACTOR: 4 5 CENTRAL VALLEY REGIONAL CENTER, INC. COUNTY OF R SNO 6 By: 46��= 7 Steve Bran au, Chairman of the Board of Supervisors of the g County of Fresno Print Name: �r•1< 44 �.rfot% 9 Title: Q►r«,Lr J 4or, Date: Q 1—1 190 -1 10 Chief Executive Officer,or 11 President, or any Vice President ATTEST: 12 Bernice E. Seidel 13 Clerk of the Board of Supervisors County of Fresno, State of California 14 By: 15 . 16 Print me: -SqA Carr"1110 By: Deputy 17 Title: CIFO Secretary(of Corporation), or 18 any Assistant Secretary, or Chief Financial Officer, or 19 any Assistant Treasurer 20 21 Mailing Address: Central Valley Regional Center, Inc. 22 4615 N. Marty Avenue Fresno, CA 93722 23 24 Fund/Subclass: 0001/10000 25 AccounttProgram: 4895/0 26 Org/Cost Center: 56302999 27 KL 28 -14 Exhibit A Page 1 of 3 DESCRIPTION OF SERVICES Fresno County Department of Behavioral Health (FCDBH) Liaison will provide oversight, specialty consultation, review and evaluation functions and facilitate communication to an extensive network of key constituencies and consortium participants. FCDBH Liaison will ensure that applicable local, state and federal regulations and guidelines are adhered to as required. FCDBH, CVRC, and CVRC's subcontractor (Telecare Corporation) who operates the Mental Health Rehabilitation Center (MHRC), "Sanger Place", will work cooperatively to enhance the relationship and communications among FCDBH, CVRC, Sanger Place, other County Behavioral Healthcare Agencies, the Consortium Regional Centers (Central Valley Regional Center, Kern County Regional Center, and Tri-Counties Regional Center) and the Counties they each serve. Specific duties are: Utilization Management Review/Quality Review FCDBH will participate in the quality-of-care utilization management review oversight of Sanger Place, actively seeking areas needing improvement and communicating recommendations to CVRC and Sanger Place. FCDBH will review and evaluate Quarterly Reports for each client and will approve, deny, or ask additional questions for more information or clarity regarding continued treatment at Sanger Place. The Quarterly Reports must demonstrate ongoing medical necessity for the client(s) to continue treatment at Sanger Place. If FCDBH denies approval of ongoing treatment due to lack of documentation for medical necessity, Sanger Place may explain their evaluation criteria and FCDBH will re-examine for medical necessity. If the justification is sound, FCDBH will recommend Sanger Place update their medical documentation. CVRC will ensure that Sanger Place implement the recommended changes made by FCDBH. FCDBH will attend Quarterly Meetings at Sanger Place to engage in the exchange of information and enhance collaboration efforts. FCDBH may review 15-day Interpretive Summaries, as necessary. FCDBH will review 30-day Interpretive Summaries for each client to review for appropriate placement at Sanger Place. FCDBH may request reports related to length and stay, goals of ongoing treatment, disposition planned, discharge placements, etc. CVRC will ensure Sanger Place will implement recommendations made by FCDBH Liaison in relation to client eligibility or concerns. CVRC will ensure Sanger Place will implement changes to documentation requirements per recommendations made by the FCDBH Liaison. Exhibit A Page 2 of 3 Referral Processing FCDBH will review admission packets, "Interpretive Summaries", and approve, deny, or ask additional questions for more information or clarity. FCDBH will assure each individual in residence at Sanger Place meets all eligibility admission and continued-stay criteria. FCDBH will review in cooperation with the clinical supervisors at Sanger Place. FCDBH will assist with communication with other COUNTY DBH healthcare services as needed. If FCDBH denies approval of admission packet due to lack of documentation for medical necessity, Sanger Place may explain their evaluation criteria and FCDBH will re-examine for medical necessity. If the justification is sound, FCDBH will recommend Sanger Place update their medical documentation. CVRC will ensure that Sanger Place implement the recommended changes made by FCDBH. FCDBH will assist in establishing processes to address referrals not meeting criteria and assist with development of a policy and procedure guide to explain the process. CVRC will ensure Sanger Place will implement recommendations to current process as requested by FCDBH Liaison. FCDBH will review Discharge Summaries from Sanger Place for appropriate preparation and aftercare. Critical Incidents Monitoring CVRC will ensure Sanger Place will develop and maintain a process for monitoring and reporting all critical incidents. CVRC will ensure Sanger Place will submit Incident Reports to FCDBH via the LogicManager reporting system, in accordance with the requirements specified in Exhibit D of this Agreement. FCDBH will ensures the communication of incidents as needed to proper channels within FCDBH and other agencies as mandated by regulations. FCDBH may participate in clinical review forums to identify ways to modify and improve services based on an analysis of critical incidents. CVRC will involve other agencies and elicit the support of resources necessary to assist in the resolution of problems. Collaborative Process FCDBH may provide hands-on support regarding clinical care, regulations, resources and liabilities, as requested. FCDBH can provide insight into best clinical processes for any mental health treatment provided. Exhibit A Page 3 of 3 Schedule, Work plan, Timelines, and Deliverables Upon execution of this Agreement, CVRC and COUNTY DBH shall forthwith jointly create a schedule, work plan, timelines, and deliverables governing the timely performance of COUNTY's services hereunder. The agreed-upon schedule, work plan, timelines and deliverables shall be incorporated into this Agreement upon its adoption by the parties and thereafter COUNTY shall perform all services under this Agreement in conformance with the schedule. Exhibit B Fresno County Department of Behavioral Health Guiding Principles of Care Delivery DBH VISION: Health and well-being for our community. DBH MISSION: DBH, in partnership with our diverse community, is dedicated to providing quality, culturally responsive, behavioral health services to promote wellness, recovery, and resiliency for individuals and families in our community. DBH GOALS: Quadruple Aim • Deliver quality care • Maximize resources while focusing on efficiency • Provide an excellent care experience • Promote workforce well-being GUIDING PRINCIPLES OF CARE DELIVERY: The DBH 11 principles of care delivery define and guide a system that strives for excellence in the provision of behavioral health services where the values of wellness, resiliency, and recovery are central to the development of programs, services, and workforce. The principles provide the clinical framework that influences decision-making on all aspects of care delivery including program design and implementation, service delivery, training of the workforce, allocation of resources, and measurement of outcomes. 1. Principle One -Timely Access & Integrated Services o Individuals and families are connected with services in a manner that is streamlined, effective, and seamless o Collaborative care coordination occurs across agencies, plans for care are integrated, and whole person care considers all life domains such as health, education, employment, housing, and spirituality o Barriers to access and treatment are identified and addressed o Excellent customer service ensures individuals and families are transitioned from one point of care to another without disruption of care 1 rev 01-02-2020 Exhibit B Fresno County Department of Behavioral Health Guiding Principles of Care Delivery 2. Principle Two -Strengths-based o Positive change occurs within the context of genuine trusting relationships o Individuals, families, and communities are resourceful and resilient in the way they solve problems o Hope and optimism is created through identification of, and focus on, the unique abilities of individuals and families 3. Principle Three - Person-driven and Family-driven o Self-determination and self-direction are the foundations for recovery o Individuals and families optimize their autonomy and independence by leading the process, including the identification of strengths, needs, and preferences o Providers contribute clinical expertise, provide options, and support individuals and families in informed decision making, developing goals and objectives, and identifying pathways to recovery o Individuals and families partner with their provider in determining the services and supports that would be most effective and helpful and they exercise choice in the services and supports they receive 4. Principle Four- Inclusive of Natural Supports o The person served identifies and defines family and other natural supports to be included in care o Individuals and families speak for themselves o Natural support systems are vital to successful recovery and the maintaining of ongoing wellness; these supports include personal associations and relationships typically developed in the community that enhance a person's quality of life o Providers assist individuals and families in developing and utilizing natural supports. 5. Principle Five - Clinical Significance and Evidence Based Practices (EBP) o Services are effective, resulting in a noticeable change in daily life that is measurable. o Clinical practice is informed by best available research evidence, best clinical expertise, and values and preferences of those we serve o Other clinically significant interventions such as innovative, promising, and emerging practices are embraced 2 rev 01-02-2020 Exhibit B Fresno County Department of Behavioral Health Guiding Principles of Care Delivery 6. Principle Six- Culturally Responsive o Values, traditions, and beliefs specific to an individual's or family's culture(s) are valued and referenced in the path of wellness, resilience, and recovery o Services are culturally grounded, congruent, and personalized to reflect the unique cultural experience of each individual and family o Providers exhibit the highest level of cultural humility and sensitivity to the self- identified culture(s) of the person or family served in striving to achieve the greatest competency in care delivery 7. Principle Seven -Trauma-informed and Trauma-responsive o The widespread impacts of all types of trauma are recognized and the various potential paths for recovery from trauma are understood o Signs and symptoms of trauma in individuals, families, staff, and others are recognized and persons receive trauma-informed responses o Physical, psychological and emotional safety for individuals, families, and providers is emphasized 8. Principle Eight - Co-occurring Capable o Services are reflective of whole-person care; providers understand the influence of bio-psycho-social factors and the interactions between physical health, mental health, and substance use disorders o Treatment of substance use disorders and mental health disorders are integrated; a provider or team may deliver treatment for mental health and substance use disorders at the same time 9. Principle Nine - Stages of Change, Motivation, and Harm Reduction o Interventions are motivation-based and adapted to the person's stage of change o Progression though stages of change are supported through positive working relationships and alliances that are motivating o Providers support individuals and families to develop strategies aimed at reducing negative outcomes of substance misuse though a harm reduction approach o Each individual defines their own recovery and recovers at their own pace when provided with sufficient time and support 3 rev 01-02-2020 Exhibit B Fresno County Department of Behavioral Health Guiding Principles of Care Delivery 10. Principle Ten - Continuous Quality Improvement and Outcomes-Driven o Individual and program outcomes are collected and evaluated for quality and efficacy o Strategies are implemented to achieve a system of continuous quality improvement and improved performance outcomes o Providers participate in ongoing professional development activities needed for proficiency in practice and implementation of treatment models 11. Principle Eleven - Health and Wellness Promotion, Illness and Harm Prevention, and Stigma Reduction o The rights of all people are respected o Behavioral health is recognized as integral to individual and community well-being o Promotion of health and wellness is interwoven throughout all aspects of DBH services o Specific strategies to prevent illness and harm are implemented at the individual, family, program, and community levels o Stigma is actively reduced by promoting awareness, accountability, and positive change in attitudes, beliefs, practices, and policies within all systems o The vision of health and well-being for our community is continually addressed through collaborations between providers, individuals, families, and community members 4 rev 01-02-2020 Exhibit C Page 1 of 1 Salary and Benefits Rates LICENSED MENTAL HEALTH CLINICIAN 0.25 FTE 1.0 FTE Salary $ 24,586 $ 98,344 Unemployment Insurance $ 37 $ 148 Retirement $ 16,047 $ 64,188 OASDI* $ 1,881 $ 7,524 Workers Compensation $ 165 $ 660 Health Contribution $ 3,160 $ 12,640 Benefit Administration 31 124 TOTAL: $ 45,907 $ 183,628 *OASDI — Social Security's Old-Age, Survivors, and Disability Insurance Exhibit D Page 1 of 9 INCIDENT REPORTING PROTOCOL FOR COMPLETION OF INCIDENT REPORT The Incident Report must be completed for all incidents involving individuals served through DBH's current incident reporting portal, Logic Manager, at https://fresnodbh.logicmanager.com/incidents/?t=9&p=1&k=182beOc5cdcd5072bb1864cdee 4d3d6e • The reporting portal is available 24 hours a day, every day. • Any employee of the CONTRACTOR can submit an incident using the reporting portal at any time. No login is required. • The designated administrator of the CONTRACTOR can add information to the follow up section of the report after submission. • When an employee submits an incident within 24 hours from the time of the incident or first knowledge of the incident, the CONTRACTOR's designated administrator, the assigned contract analyst and the Incident Reporting email inbox will be notified immediately via email from the Logic Manager system that there is a new incident to review. • Meeting the 24 hour incident reporting requirements will be easier as there are no signatures to collect. • The user guide attached identifies the reporting process and the reviewer process, and is subject to updates based on DBH's selected incident reporting portal system. Questions about incident reporting, how to use the incident reporting portal, or designating/changing the name of the administrator who will review incidents for the CONTRACTOR should be emailed to DBHlncidentReporting@fresnocountyca.gov and the assigned contract analyst. Exhibit D Page 2 of 9 INCIDENT REVIEWER ROLE — User Guide Fresno County Department of Behavioral Health (DBH) requires all of its county-operated and contracted providers (through the Mental Health Plan (MHP) and Substance Use Disorder (SUD) services) to complete a written report of any incidents compromising the health and safety of clients, employees, or community members. Incident reports will now be made through an on online reporting portal hosted by Logic Manager. It's an easier way for any employee to report an incident at any time. A few highlights: • No supervisor signature is immediately required. • Additional information can be added to the report by the program supervisor/manager (designated administrator) without having to resubmit the incident. • When an incident is submitted, the assigned contract analyst, program supervisor/manager, clinical supervisor and the DBHlncidentReporting mailbox automatically receives an email notification of a new incident and can log in any time to review the incident. Everything that was on the original paper/electronic form matches the online form. • Do away with submitting a paper version with a signature. • This online submission allows for timely action for the health and safety of the persons-served, as well as compliance with state reporting timelines when necessary. An Incident Reviewer's responsibility is to: • Log in to Logic Manager and review incident submitted within 48 hours of notification of incident. • Review incident for clarity, missing information and add in additional information deemed appropriate. • Notify DBHlncidentReporting@fresnocountyca.gov if there is additional information needed to report that is unable to be added in Logic Manager. • Contact.DBHlncidentReporting@fresnocountVca.gov for any concerns, questions or comments with Logic Manager or incident reporting. Below is the link to report incidents https://fresnodbh.logicmanager.com/incidents/?t=9&p=1&k=182be0c5cdcd5072bbl864cdee4d3d6e The link leads to the reporting screen where incident submission can be begin: Exhibit D Page 3 of 9 r C O • bnrodbhloyicmnmyrr com+ �-..,.I 'I .a- 'N,brJ:S I J`f�-,_Dra CI-p _r:J_'riF_ LogicManager Incident Report Please complete this form Client Information N amo of Faculty' Naive of Reporting Party' Fadll ty Adds,' Facility Phone Number' M-W Nealth or%.baanc,M.6l—dm prog—" Client First Name' Ckm Last Na.,' Choormv of Birth cban[addr— ClientlO Gender Coonty of Orig.n sammary Sub w A Inddent Icheck all that apply]' 0 Othempeclfy li.e,fire,poisoning,epidemic outbreaks,othercatastropheale,ente that jeopardbe the welfare and safety of dlente,malt and?or members of the common ityl: Oescriptbn pf the cadent' Exhibit D Page 4 of 9 Similar to the paper version, multiple incident categories can be selected. Iwidenl l,Ao,k all that appty;' Medlot rmer6eacy a ne01ure1knt u - NortdddoKoundde Attempt AyY(it,Elopement from locked facility Vlolontep6tl11e14tsaalt{tows rd others,client a nd,,or property Altempled SuKide(rewlling m serious mlury) Inryry lself—flicted-by accident) Madltatied foot � C Q Y Ire.iadW+logicmmw9�i.<aMncn6enW7l-9bya=1&k=�92be9r,SeJtJi07Zbui86A�derM1d3dGr Dme or Incident' Ilme M InNdent' Location of Itm+dent' K.y people Oireclly Imrdeed In Inddnd(wltnaaoaa,staff)' Old the Ini,rad Party seek Madlcal Attanll.0 Attach any additional derails dP Add Fit, or map Flle Here Reported ey Name' Reported By fmall' Reparted On I0J3011019 Exhibit D Page 5 of 9 As another bonus feature, either drag files (such as a copy of a UOR, additional statements/document) or click on Add File to upload a file. r$ +,Od 09 Or drop File Nero Raportad By Name, Reported By Email' Reported on 10130/2019 FOIIOW Ilp AcU:n f"tn Ithock all that apply!' pIO3:0 5p00lfy II Othef Descnpt-OIAction Taken' Outcome' Similar to the paper version, multiple Action Taken categories can be selected. + Follow Up Ac{l—Taken(check all that apply!' 1aW EnTor[emen{Contacted r Carled 91I)FUS Consulted with physician firstA&UR Ad minL-Irmd Client rammed hem building parent.Tne lG—dlan Contacted Other When done entering all information, simply click submit. Any fields that have a red asterisk require information and will prevent submission of the form. A"Thank you for your submission" statement will pop up if an incident is successfully submitted. Click "Reload the Form"to submit another incident. 'LogicManager Thank you for your submission[ RELOAD THE FORM Exhibit D Page 6 of 9 A notification email will be sent when a new incident is reported, or a new comment has been made regarding an incident. Click on "Open this incident in Logic Manager"to access the Logic Manager login screen. Wed 10/30/2019 10:40 AM SL SYSTEM LogicManager via customersupport@logicmanager.com <customer.support@ log icmanager.com% Notification- To DBH Incident Reporting ©If there are problems with haw this message is displayed,click here to view it in a web browser. Click here to download pictures.To help protect your privacy,Outlook prevented automatic download of some pictures in this message. CAUTION!!!-EXTERNAL EMAIL-THINK BEFORE YOU CLICK "hc-crdrd W re nda hve m dw.rma pn,re;.To h*a✓ax w Wtlmk Prrmdd whnvbcdwmbd dMu PCWre hontlx r lv,rNan9r,IM. Hi Mila Arevalo, You have received a nofificafion through LogicManager.Please see the details below. Type:Incident Report Subject:102 Notification To:Mila Arevalo Open this incident in LogicManal3er If using Inferrer Explorer,click here to open the notification. This email was generated by LogicManager If you have any technical issues. please email supportC@Iogicmanager.com. Enter in an email address and password. First time users will be prompted to set up a password. C Q O fresnodbh.my.logicmanager.com!login LogicManager -, ,,i� Exhibit D Page 7 of 9 Once logged in, the main screen will show tasks (incidents to review). Click on analyst/supervisor follow up to view the incident. Your Task List TASK H"E SOIIFCE sT,'.T i_ 'U 61 -1 Dcir. This screen below will then pop up. There are 5 tabs to navigate through. Client information will show the client and facility information. No edits can be made to this section. Analyst Follow Up cwlir.w l.r Exhibit D Page 8 of 9 The next tab is Summary: This section can be edited. Add on to the areas below or make corrections to these fields. Be sure to click SAVE after making edits.Then Cancel to exit out of the incident. Analyst Follow Up su.NmvF .. OwrhdclRw M, - Ir��rnwrll i,r,gym.Vlr,w.rQ.eWmN W Idpla.Wrtr t,YNrt�G+es.wnn INI IeanWr me�rgrr�MNlfh MClknk.rMr rnd ib m.mEm g Ur[gnnrin mfMmcrVn xuioer' rww+)e� rm.yraeem: e u.wr�.rrn,oe.N� R t ) 1• b f4NCFl rug m.m.Nwtr.iw,rw Exhibit D Page 9 of 9 The next tab is Follow up: This section can be edited. Add on to the areas below or make corrections to these fields. Be sure to click SAVE after making edits.Then Cancel to Exit out of the incident. Analyst Follow Up Klwn ialren tn.e ell Illw eppltl Uw 41Y.IenrMlfmLCM k - r'Ma..µye.A naW: Ilb�aptxM1 a!M.Iwr IIM1 aeeea lMormatwn c.ux of daK camarpmcnenae tAfl l� n.4lx:rie swnrl d'irull - CANCEL The next tab is Documents: View and add attachments to the incident. Be sure to click SAVE when adding documents.Then Cancel to Exit out of the incident. Analyst Follow Up ® r. xalne iyp. sourca upla as oa. pinaa• e, dL Ib dl><ufnNH}yrl. Urup No liege at dickan the Add wit-1 dm IMn. 'A t 5 I r. �Ax[C. hek in:]te saurcr Im..uh If all tasks are followed up with and the incident no longer needs further review/information, click SUBMIT. Once SUBMIT is clicked, the incident will be removed from the task list and no further edits can be made. Notice the SUBMIT button is on every tab. Exhibit E Page 1 of 6 STATE MENTAL HEALTH REQUIREMENTS 1. CONTROL REQUIREMENTS The COUNTY and its subcontractors shall provide services in accordance with all applicable Federal and State statutes and regulations. 2. PROFESSIONAL LICENSURE All (professional level) persons employed by the COUNTY Mental Health Program (directly or through contract) providing Short-Doyle/Medi-Cal services have met applicable professional licensure requirements pursuant to Business and Professions and Welfare and Institutions Codes. 3. CONFIDENTIALITY CONTRACTOR and its subcontractors (hereinafter"CONTRACTOR") shall conform to and COUNTY shall monitor compliance with all State of California and Federal statutes and regulations regarding confidentiality, including but not limited to confidentiality of information requirements at 42, Code of Federal Regulations sections 2.1 et seq; California Welfare and Institutions Code, sections 14100.2, 11977, 11812, 5328; Division 10.5 and 10.6 of the California Health and Safety Code; Title 22, California Code of Regulations, section 51009; and Division 1, Part 2.6, Chapters 1-7 of the California Civil Code. 4. NON-DISCRIMINATION A. Eligibility for Services CONTRACTOR shall prepare and make available to COUNTY and to the public all eligibility requirements to participate in the program plan set forth in the Agreement. No person shall, because of ethnic group identification, age, gender, color, disability, medical condition, national origin, race, ancestry, marital status, religion, religious creed, political belief or sexual preference be excluded from participation, be denied benefits of, or be subject to discrimination under any program or activity receiving Federal or State of California assistance. B. Employment Opportunity CONTRACTOR shall comply with COUNTY policy, and the Equal Employment Opportunity Commission guidelines, which forbids discrimination against any person on the grounds of race, color, national origin, sex, religion, age, disability status, or sexual preference in employment practices. Such practices include retirement, recruitment advertising, hiring, layoff, termination, upgrading, demotion, transfer, rates of pay or other forms of compensation, use of facilities, and other terms and conditions of employment. Exhibit E Page 2 of 6 C. Suspension of Compensation If an allegation of discrimination occurs, COUNTY may withhold all further funds, until CONTRACTOR can show clear and convincing evidence to the satisfaction of COUNTY that funds provided under this Agreement were not used in connection with the alleged discrimination. D. Nepotism Except by consent of COUNTY's Department of Behavioral Health Director, or designee, no person shall be employed by CONTRACTOR who is related by blood or marriage to, or who is a member of the Board of Directors or an officer of CONTRACTOR. 5. PATIENTS' RIGHTS CONTRACTOR shall comply with applicable laws and regulations, including but not limited to, laws, regulations, and State policies relating to patients' rights. STATE CONTRACTOR CERTIFICATION CLAUSES 1. STATEMENT OF COMPLIANCE: CONTRACTOR has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f) and CCR, Title 2, Section 111 02) (Not applicable to public entities.) 2. DRUG-FREE WORKPLACE REQUIREMENTS: CONTRACTOR will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. B. Establish a Drug-Free Awareness Program to inform employees about: 1) the dangers of drug abuse in the workplace; 2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. C. Every employee who works on this Agreement will: 1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on this Agreement. Exhibit E Page 3 of 6 Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of this Agreement or both and CONTRACTOR may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the CONTRACTOR has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.) 3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: CONTRACTOR certifies that no more than one (1)final unappealable finding of contempt of CONTRACTOR by a Federal CONTRACTOR has been issued against CONTRACTOR within the immediately preceding two (2) year period because of CONTRACTOR's failure to comply with an order of a Federal CONTRACTOR, which orders CONTRACTOR to comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.) 4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE - PRO BONO REQUIREMENT: CONTRACTOR hereby certifies that CONTRACTOR will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003. CONTRACTOR agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of thirty (30) multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or ten percent (10%) of its contract with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services. 5. EXPATRIATE CORPORATIONS: CONTRACTOR hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California. 6. SWEATFREE CODE OF CONDUCT: A. All CONTRACTOR subcontractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. CONTRACTOR further declare under penalty of perjury that they adhere to the Sweatfree Code of Conduct as Exhibit E Page 4 of 6 set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. B. CONTRACTOR agrees to cooperate fully in providing reasonable access to the CONTRACTOR's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a). 7. DOMESTIC PARTNERS: For contracts of$100,000 or more, CONTRACTOR certifies that CONTRACTOR is in compliance with Public Contract Code Section 10295.3. 8. GENDER IDENTITY: For contracts of$100,000 or more, CONTRACTOR certifies that CONTRACTOR is in compliance with Public Contract Code Section 10295.35. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. 1. CONFLICT OF INTEREST: CONTRACTOR needs to be aware of the following provisions regarding current or former state employees. If CONTRACTOR has any questions on the status of any person rendering services or involved with this Agreement, the awarding agency must be contacted immediately for clarification. Current State Employees (Pub. Contract Code �10410): a). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. b). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services. Former State Employees (Pub. Contract Code §10411 a). For the two (2) year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b). For the twelve (12) month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy- Exhibit E Page 5 of 6 making position in the same general subject area as the proposed contract within the twelve (12) month period prior to his or her leaving state service. If CONTRACTOR violates any provisions of above paragraphs, such action by CONTRACTOR shall render this Agreement void. (Pub. Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e)) 2. LABOR CODE/WORKERS' COMPENSATION: CONTRACTOR needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and CONTRACTOR affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) 3. AMERICANS WITH DISABILITIES ACT: CONTRACTOR assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) 4. SUBCONTRACTOR NAME CHANGE: An amendment is required to change a subcontractor's name as listed on the agreement with CONTRACTOR. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. 5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA: A. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the subcontractor(s) is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. B. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. C. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. 6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body, which by law has authority to enter into an agreement, authorizing execution of the agreement. Exhibit E Page 6 of 6 7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the CONTRACTOR shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity. 9. INSPECTION and Audit of Records and access to Facilities. The State, CMS, the Office of the Inspector General, the Comptroller General, and their designees may, at any time, inspect and audit any records or documents of CONTRACTOR or its subcontractors, and may, at any time, inspect the premises, physical facilities, and equipment where Medicaid-related activities or work is conducted. The right to audit under this section exists for ten (10) years from the final date of the contract period or from the date of completion of any audit, whichever is later. Federal database checks. Consistent with the requirements at § 455.436 of this chapter, the State must confirm the identity and determine the exclusion status of CONTRACTOR, any subcontractor, as well as any person with an ownership or control interest, or who is an agent or managing employee of CONTRACTOR through routine checks of Federal databases. This includes the Social Security Administration's Death Master File, the National Plan and Provider Enumeration System (NPPES), the List of Excluded Individuals/Entities (LEIE), the System for Award Management (SAM), and any other databases as the State or Secretary may prescribe. These databases must be consulted upon contracting and no less frequently than monthly thereafter. If the State finds a party that is excluded, it must promptly notify the CONTRACTOR and take action consistent with § 438.610(c). The State must ensure that CONTRACTOR with which the State contracts under this part is not located outside of the United States and that no claims paid by a CONTRACTOR to a network provider, out-of-network provider, subcontractor or financial institution located outside of the U.S. are considered in the development of actuarially sound capitation rates. Exhibit F Page 1 of 2 SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Exhibit F Page 2 of 2 (1)Company Board Member Information: Name: Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to): (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): (5)Authorized Signature Signature: Date: