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HomeMy WebLinkAboutAgreement A-23-058 MOU with Parc Grove and GSF.pdf Agreement No. 23-058 1 MEMORANDUM OF UNDERSTANDING 2 THIS MEMORANDUM OF UNDERSTANDING, hereinafter referred to as "MOU" or "Agreement" 3 is made and entered into thisT'day of February, 2023, between the COUNTY OF FRESNO, a Political 4 Subdivision of the State of California, hereinafter referred to as "COUNTY," and; 1) the PARC GROVE 5 COMMONS II LIMITED PARTNERSHIP, a California Limited Partnership, whose address is 1331 Fulton 6 Mall, P.O. Box 11985, Fresno, CA 93776-1985, hereinafter referred to as "OWNER"; and 2) the GSF 7 PROPERTIES, Inc., a private for-profit agency, whose address is 6485 N Palm, Ave. Ste 101, Fresno, 8 CA 93704, hereinafter referred to as "MANAGEMENT AGENT" (collectively referred to as "the parties"). 9 WITNESSETH: 10 WHEREAS, COUNTY and OWNER have partnered on a commitment to address the need for 11 housing for individuals and families experiencing a mental illness that are also homeless or at-risk of 12 homelessness; and 13 WHEREAS, OWNER has acquired and developed the site identified as 2674 E Clinton Ave, 14 Fresno, CA 93703 (herein after referred to as the "Parc Grove Development"); and 15 WHEREAS, OWNER has agreed to set aside five (5) units (DBH-Referred Units) for referral by 16 COUNTY's Department of Behavioral Health (DBH) for individuals who are experiencing or at-risk of 17 homelessness; and 18 WHEREAS the parties agree that communication and coordination is necessary to ensure the 19 Parc Grove Development's success; and 20 WHEREAS, the purpose of this MOU is to clearly identify the roles and responsibilities of 21 COUNTY, OWNER, and MANAGEMENT AGENT regarding the operation of five (5) DBH-referred units; 22 NOW, THEREFORE, the parties agree as follows: 23 1. TERM 24 This Agreement is effective on the 7t" day of February, 2023 and terminates on the 30t" day of June, 25 2025. This Agreement may be extended for two (2) additional consecutive twelve (12) months periods 26 upon written approval of the parties no later than thirty (30) days prior to the first day of the next twelve 27 (12) month extension period upon the same terms and conditions herein set forth, unless written notice 28 of non-renewal is given no later than sixty (60) days prior to the close of the current Agreement term. -1- 1 COUNTY's DBH Director or their designee is authorized to execute such written approval on behalf of 2 COUNTY. 3 2. TERMINATION 4 A. Non-Allocation of Funds —The term of this MOU, and the services to be provided 5 hereunder, are contingent on the approval of funds by the appropriating government 6 agency. Should sufficient funds not be allocated, the services provided may be modified, 7 or this Agreement may be terminated by thirty (30) days advance written notice prior 8 given by one party to the other. 9 B. Breach of Contract—Any party may immediately suspend or terminate this Agreement in 10 whole or in part, where in the determination by one of the parties there is: 11 i. An illegal or improper use of funds; 12 ii. If a material term of the provisions of this Agreement has been breached and cure 13 is not possible; 14 iii. A substantially incorrect or incomplete report submitted by the other party; 15 iv. Improperly performed service. 16 C. Without Cause — Under circumstances other than those set forth above, this Agreement 17 may be terminated by OWNER or MANAGEMENT AGENT or COUNTY, upon giving 18 sixty (60) days advanced written notice of an intention to terminate. 19 3. COMPENSATION 20 The supportive services conducted pursuant to the terms and conditions of this Agreement shall be 21 performed without the payment of any monetary consideration by COUNTY to OWNER and 22 MANAGEMENT AGENT, OWNER to COUNTY, or MANAGEMENT AGENT to COUNTY. 23 4. RESPONSIBILITIES OF COUNTY 24 COUNTY shall be responsible for the following as it relates to the five (5) DBH-Referred Units 25 provided by OWNER in the development: 26 A. Tenant Certification Process 27 1. Employ a tenant certification process to be utilized prior to the application process 28 for housing in the five (5) DBH-Referred Units of the Development, as provided in -2- 1 Exhibit A, "Overview of Eligibility Requirements," which is attached hereto and 2 incorporated herein. 3 2. COUNTY shall provide tenant certification from COUNTY's Tenant Waiting List 4 within ten (10) working days of receiving notification from MANAGEMENT AGENT 5 when a vacancy exists in the five (5) DBH-Referred Units. Should there be a delay 6 in COUNTY's certification of a DBH-Referred applicant longer than thirty (30) days, 7 the OWNER and MANAGEMENT AGENT may fill the DBH-Referred unit with a 8 non-DBH-Referred tenant. The MANAGEMENT AGENT shall notify COUNTY 9 within 10 business days once the next comparable DBH-Referrable unit becomes 10 available for lease, at which time the tenant eligibility and selection process shall 11 be repeated. 12 3. COUNTY shall notify the MANAGEMENT AGENT and the DBH-Referred applicant 13 of the status of their certification for the DBH-Referred Units. 14 4. In the event that an DBH-Referred tenant no longer meets the initial qualification 15 that allowed them to move into a DBH-Referred unit, i.e. receiving mental health 16 services from COUNTY and having a Serious Mental Illness (SMI) or Severe 17 Emotional Disturbance (SED) diagnosis, it is the intention of the COUNTY, the 18 OWNER, and the MANAGEMENT AGENT to work with the DBH-Referred tenant 19 to transition the tenant to a non-DBH-Referred unit in the Parc Grove Development 20 or to assist the tenant in finding alternative housing arrangements within ninety 21 (90) days upon becoming aware that the initial qualifications are no longer met. 22 B. Outreach, Application, and Screening 23 1. COUNTY shall inform its in-house and contracted mental health service providers 24 of the COUNTY Housing Program tenant certification process for the five (5) DBH- 25 Referred Units in the Parc Grove Development and encourage staff and providers 26 to refer consumers for certification who appear to meet the housing criteria. 27 2. COUNTY shall establish a centralized referral list of COUNTY certified DBH- 28 Referred applicants to help expedite the process of leasing new or vacated units at -3- 1 the Parc Grove Development. COUNTY's DBH-Referred applicants on the referral 2 list shall be notified by COUNTY when a DBH-Referred Unit at the Parc Grove 3 Development becomes vacant. 4 3. COUNTY and its provider network shall provide assistance to potential applicants 5 with the application process for the five (5) DBH-Referred Units by providing 6 guidance to applicants in completing and organizing the application, gathering the 7 information necessary to document the applicant's housing eligibility and or 8 communicating with the MANAGEMENT AGENT to discuss the status of the 9 MANAGEMENT AGENT's review/approval of the application; and to address any 10 questions a DBH-Referred applicant may have regarding their application for 11 housing at the Parc Grove Development. If applicable, COUNTY and its provider 12 network shall also assist applicants in requesting and obtaining a reasonable 13 accommodation in the application and selection process. 14 C. On-going Tenancy 15 1. COUNTY shall conduct quarterly administrative and programmatic collaborative 16 meetings to ensure compliance with this MOU regarding the five (5) MHSA Units in 17 the Parc Grove Development. 18 2. COUNTY shall establish a waiting list of pre-screened potential tenants to ensure 19 prompt and full utilization of the five (5) DBH-Referred Units at the Parc Grove 20 Development. If the MANAGEMENT AGENT determines there are not an 21 adequate number of eligible applicants on the current waiting list, then COUNTY 22 shall provide assistance in outreach and marketing to help identify eligible 23 households interested in renting a DBH-Referred Unit who are likely to meet 24 MANAGEMENT AGENT's tenant selection criteria. COUNTY shall ensure at least 25 five (5) DBH-Referred Households are maintained on the COUNTY'S waiting list at 26 all times. 27 28 -4- 1 3. COUNTY shall develop and maintain a log identifying each tenant, the Mental 2 Health Services Provider, and/or the assigned clinician/case manager, along with 3 their contact information. 4 4. COUNTY shall be knowledgeable of community services and supports including, 5 but not limited to health care, alcohol and other substance abuse treatment, 6 education and/or employment services and self-help groups. 7 5. COUNTY shall, in collaboration with each tenant, establish appropriate linkage to 8 community-based services such as health care, alcohol and other substance 9 abuse treatment, education and/or employment services, self-help groups and 10 other services essential for achieving and maintaining independent living, as 11 already being provided through the tenants' mental health treatment, for the 12 residents of the five (5) DBH-Referred Units at the Development. 13 6. COUNTY shall conduct ongoing assessments/evaluations to monitor progress and 14 coordinate appropriate interventions as needed, as already being provided through 15 the tenants' mental health treatment, for the residents of the five (5) DBH-Referred 16 Units at the Development. 17 7. COUNTY shall update residents' service plans every six months for the residents 18 of the five (5) DBH-Referred Units at the Development. 19 D. Lease Violation Interventions/Eviction Prevention 20 1. COUNTY shall assist tenants of the five (5) DBH-Referred Units to obtain timely 21 support and services they need to maintain their housing. 22 2. COUNTY shall assist tenants of the five (5) DBH-Referred units in creating rent 23 repayment plans with MANAGEMENT AGENT when the tenants are in rent 24 arrears, as needed. 25 E. Communication 26 1. COUNTY shall conduct quarterly meetings with representatives of OWNER and 27 MANAGEMENT AGENT to discuss coordination of services, referrals and 28 -5- 1 vacancies, as stated in Section 4C, paragraph one (1), regarding the five (5) DBH- 2 Referred Units. 3 2. COUNTY shall act as a liaison between MANAGEMENT AGENT, the DBH- 4 Referred Unit tenants and mental health services providers/case managers to 5 facilitate the communication of concerns that could jeopardize a DBH-Referred 6 Unit tenant's residency. 7 3. COUNTY shall promptly notify MANAGEMENT AGENT when they observe safety 8 or maintenance concerns. 9 F. Supportive Services 10 1. COUNTY shall be solely responsible for the coordination of mental health services 11 to DBH-Referred tenants residing in the five (5) DBH-Referred units at the Parc 12 Grove Development. It should be noted COUNTY service providers (COUNTY 13 and/or contracted service providers) may currently function as supportive service 14 providers to DBH-Referred tenants prior to the tenant being referred to the Parc 15 Grove Development. As such, supportive services may (or may not) be provided at 16 the Parc Grove Development, however, supportive services staff (COUNTY or 17 other) will not be housed on-site at the Parc Grove Development. Based upon 18 DBH-Referred tenant preference, supportive services may be provided at the Parc 19 Grove Development or other COUNTY/contracted service provider locations. 20 2. OWNER and/or MANAGEMENT AGENT shall have no role in, and no 21 responsibility regarding, the provisions of mental health services. 22 3. COUNTY shall communicate with MANAGEMENT AGENT as appropriate to 23 ensure the five (5) DBH-Referred Unit tenants obtain the support and services they 24 desire and need in order to maintain their housing at the Parc Grove Development. 25 5. RESPONSIBILITIES OF THE OWNER 26 A. OWNER shall make available five (5) units for certified DBH-Referred tenants. 27 B. OWNER shall comply with the necessary documentation and reporting requirements and 28 guidelines as established by COUNTY for the five (5) DBH-Referred Units, including -6- 1 maintaining records of all applicants for DBH-Referred Units, the number of applicants 2 accepted for tenancy, and the number of applicants rejected for tenancy and the 3 justification for rejection of any applicant. 4 C. Owner shall comply with applicable local, State, and Federal statutes and regulations, 5 specifically statutes and regulations governing fair housing and tenants' rights. 6 6. RESPONSIBILITIES OF MANAGEMENT AGENT 7 A. Outreach, Application, and Screening 8 1. Management AGENT shall provide a copy of their tenant selection criteria to 9 COUNTY. In the event MANAGEMENT AGENT modifies MANAGEMENT 10 AGENT's tenant selection criteria, MANAGEMENT AGENT shall provide copies of 11 such modified tenant selection criteria at least thirty (30) days prior to 12 implementing such criteria. 13 2. In the event an applicant who has not been certified as DBH-Referred expresses 14 an interest in an DBH-Referred Unit, MANAGEMENT AGENT shall refer such 15 applicant to COUNTY for assistance in determining eligibility. 16 B. Consideration of Circumstances 17 The parties understand and agree that DBH-Referred Households are disabled households 18 who may be entitled to reasonable accommodations in the eligibility review and admission 19 process. MANAGEMENT AGENT shall establish and implement a procedure to respond to 20 circumstances that may result in denial of an DBH-Referred applicant and requests for 21 reasonable accommodation by all applicants for the five (5) DBH-Referred Units. Such 22 procedure shall provide for the following in connection with the five (5) DBH-Referred Units: 23 1. MANAGEMENT AGENT to consider all relevant circumstances when deciding 24 whether to deny admission based on an individual's past history except in the 25 situations for which denial of admission is mandated, such as being a registered 26 sex offender or being convicted of manufacturing or producing methamphetamine 27 on the premises of federally assisted housing. 28 -7- 1 2. In deciding whether or not to deny admission or assistance because of an action or 2 failure to act by an individual; MANAGEMENT AGENT has: 3 a. Discretion to consider all relevant circumstances in each case, including 4 seriousness of the case. MANAGEMENT AGENT will use its discretion in 5 reviewing the extent of participation or culpability of an individual, 6 mitigating circumstances related to the disability of an individual and the 7 passage of time since the individual's actions or failure to act. 8 b. When the ground for denial of admission or assistance is related to 9 criminal activity, such factors as disclosure of the criminal act, completion 10 of rehabilitative treatment for drug-related offenses, and type and length 11 of time since the conviction will be considered. 12 3. In determining whether to deny admission for illegal use of drugs or alcohol abuse 13 by a household member who is no longer engaged in such behavior, 14 MANAGEMENT AGENT: 15 a. Will consider whether an individual is participating in or has successfully 16 completed a supervised drug or alcohol rehabilitation program, or has 17 otherwise been rehabilitated successfully. 18 b. May require the individual to submit evidence of the household member's 19 current participation, or successful completion of a supervised drug or 20 alcohol rehabilitation program. 21 4. If denial is based upon behavior resulting from a disability, PROPERTY 22 MANAGER will delay the denial in order to determine if there is a reasonable 23 accommodation which would negate the behavior resulting from the disability. 24 5. MANAGEMENT AGENT shall provide a notice to all applicants that disabled 25 applicants may be entitled to a reasonable accommodation in the tenant selection 26 and admission process. 27 6. If MANAGEMENT AGENT intends to deny a requested accommodation because it 28 is deemed unreasonable, MANAGEMENT AGENT shall make efforts to determine -8- 1 if there is an alternative reasonable accommodation that would effectively address 2 the applicant's disability related needs. 3 7. MANAGEMENT AGENT shall not be obligated to admit an DBH-Referred 4 applicant who requires supportive services as a reasonable accommodation to 5 meet the terms of the tenancy if such applicant does not have access to supportive 6 services or cannot otherwise obtain such supportive services. 7 8. Nothing herein shall require the MANAGEMENT AGENT to keep the five (5) DBH- 8 Referred Units vacant for a period of longer than thirty (30) days in order to 9 determine if there are reasonable accommodations that can be offered to the 10 applicant to allow the applicant to meet the terms and conditions of tenancy. 11 9. The Parties hereto expressly agree that MANAGEMENT AGENT has no role or 12 responsibility in the provision of supportive services, the manner and method of the 13 provision of such supportive services, the determination of the appropriate level of 14 supportive services, or any decision regarding such supportive services. 15 MANAGEMENT AGENT's role is limited to the care and maintenance of the 16 physical condition of the five (5) DBH-Referred Units at the Development and 17 administering the application and tenant selection process for occupancy of the 18 five (5) DBH-Referred Units within the Development that are subject to this MOU. 19 C. Move-In Process 20 1. MANAGEMENT AGENT shall notify the COUNTY ten (10) days prior to the day 21 and time of move-in of a DBH-Referred Unit. 22 2. MANAGEMENT AGENT shall provide an orientation of the requirements of the 23 Lease and the House Rules to new DBH-Referred tenants to establish property 24 management expectations in areas such as expectations of tenancy, the 25 COUNTY'S contact information to learn about the possible availability of supportive 26 services to assist in meeting those expectations, use of common areas (e.g.: 27 recreation areas, meeting room facilities, community kitchens), rent collection, 28 maintenance requests, etc. -9- 1 3. MANAGEMENT AGENT shall explain to new DBH-Referred tenants the roles and 2 responsibilities of MANAGEMENT AGENT and the Supportive Services Provider 3 should any behaviors such as failure to pay rent or to follow the terms and 4 conditions of the Lease or House Rules place their housing in jeopardy. 5 4. MANAGEMENT AGENT shall provide the COUNTY with current copies of the 6 Lease and House Rules for the five (5) DBH-Referred Units. 7 D. Ongoing Tenancy 8 1. MANAGEMENT AGENT shall manage and monitor the five (5) DBH-Referred 9 Units at the Parc Grove Development. 10 2. MANAGEMENT AGENT shall carry out rent collection and administration for the 11 five (5) DBH-Referred Units. 12 3. MANAGEMENT AGENT shall prepare operating budgets and cost estimates for 13 the five (5) DBH-Referred Units in the Pare Grove Development, excluding 14 budgets related to the provision of behavioral health services. 15 4. MANAGEMENT AGENT shall maintain the waiting list for the five (5) DBH- 16 Referred Units; including adding new eligible and DBH certified applicants. The 17 waiting list and certification process will be conducted in accordance with terms 18 established by the COUNTY and MANAGEMENT AGENT in consultation with 19 Project funding entities and appropriate laws governing the tenant selection and 20 waiting list process. It shall be the responsibility of the MANAGEMENT AGENT to 21 ensure that an adequate number of potential DBH-Referred applicants remain on 22 the waiting list. 23 5. MANAGEMENT AGENT shall notify COUNTY and eligible prospective tenants 24 from the waiting list of vacancies in the DBH-Referred Units. 25 6. MANAGEMENT AGENT shall comply with the necessary documentation and 26 reporting requirements and guidelines as established by COUNTY for the DBH- 27 Referred Units, including maintaining records of all applicants for DBH-Referred 28 -10- 1 Units, the number of applicants accepted for tenancy, and the number of 2 applicants rejected for tenancy and the justification for rejection of any applicant. 3 7. MANAGEMENT AGENT shall develop and maintain a log identifying each MSHA 4 Unit tenant and the assigned clinician/case manager with contact information. 5 8. MANAGEMENT AGENT shall comply with applicable local, State, and Federal 6 statutes and regulations, specifically statutes and regulations governing fair 7 housing and tenants' rights. 8 9. MANAGEMENT AGENT shall provide property maintenance for the DBH-Referred 9 Units, including having the capacity to respond to tenants' requests for service 10 within 24 to 72 hours, contingent upon the nature of the request. 11 10. MANAGEMENT AGENT shall establish policies and procedures that ensure DBH- 12 Referred Unit tenants access to the MANAGEMENT AGENT for routine business, 13 during normal operating hours, and any time for emergencies. 14 E. Lease Violation Intervention/Eviction Prevention 15 Establish policies to refer DBH-Referred Unit tenants to the COUNTY so that they may 16 obtain supportive services with the goal of maintaining their housing in times of crisis. 17 F. Safety, Security, and Emergency Response 18 1. MANAGEMENT AGENT shall post evacuation plans for the Development. 19 2. MANAGEMENT AGENT shall ensure that all on-site staff is trained when to call 20 emergency medical personnel or the police, and when to communicate with their 21 supervisors and/or the DBH-Referred Unit tenants' case manager in the event of 22 an emergency. 23 3. MANAGEMENT AGENT shall train on-site staff to maintain an incident log 24 regarding the DBH-Referred Units and to allow COUNTY case management staff 25 to review said log regarding the DBH-Referred Units on a monthly basis. 26 4. MANAGEMENT AGENT shall train on-site staff to consult with COUNTY case 27 management staff if they have a question regarding the property way to handle a 28 tenant crisis situation or to make referrals. -11- 1 G. Communication 2 1. MANAGEMENT AGENT shall notify COUNTY immediately of any upcoming 3 vacancies in DBH-Referred Units. 4 2. MANAGEMENT AGENT shall notify the assigned case manager when a DBH- 5 Referred tenant is displaying behaviors that could jeopardize tenancy such as 6 failure to pay rent or conflicts with property management or other tenants. 7 3. MANAGEMENT AGENT shall notify COUNTY immediately if a case manager has 8 been non-responsive to requests regarding a DBH-Referred tenant. 9 4. MANAGEMENT AGENT shall notify COUNTY of any potential changes to the 10 regular operations of the DBH-Referred Units, or any potential changes or losses 11 of funding that could impact the operations of the DBH-Referred Units. 12 5. MANAGEMENT AGENT shall notify COUNTY immediately of any incidents that 13 could potentially jeopardize a DBH-Referred Unit resident's tenancy, including any 14 critical incidents resulting in loss of life, serious bodily harm or significant property 15 damage. 16 7. RESPONSIBILITIES OF ALL PARTIES TO THIS MOU 17 All parties to this MOU shall be responsible for the following: 18 A. Participate in quarterly meetings to discuss coordination of services, referrals, and 19 vacancies at the five (5) DBH-Referred Units. 20 B. Share directories of key staff within their respective organizations, e.g., MANAGEMENT 21 AGENTS, maintenance staff, supervisors, case managers, emergency contact phone 22 numbers, etc. The directory shall include e-mail, fax, and phone numbers where available 23 and appropriate. 24 C. Share written policies, procedures and forms for filing complaints, grievances, and 25 incident reports related to owners, managers, or service providers, including an overview 26 of the reporting structure within each organization. 27 D. Respect tenant confidentiality and share information with tenant's explicit written 28 permission in accordance to existing confidentiality laws and regulations. -12- 1 E. Conduct regular trainings for staff regarding maintaining client/tenant confidentiality, and 2 include maintenance of client/tenant confidentiality as a work performance expectation for 3 all appropriate job classifications. 4 F. Participate in regular joint meetings of management level staff coordinated by COUNTY. 5 These meetings shall occur at least two times per year, with the annual schedule 6 established in advance. 7 G. Reference the Supportive Housing Property Management Operations Manual published 8 by the Corporation for Supportive Housing as a guide and reference tool for the 9 successful cooperative operation of the DBH-Referred Units at the Development. 10 H. If requested, COUNTY shall assist OWNER and/or MANAGEMENT AGENT in marketing 11 efforts by conducting outreach to potential tenants for the DBH-Referred Units and 12 otherwise promoting the Development and vacant DBH-Referred Units. 13 I. Cross-Training by the parties one to the other in order to facilitate understanding of staff 14 responsibilities as needed. 15 J. Provide services in accordance with the vision, mission, and guiding principles of the 16 COUNTY's DBH, as further described in Exhibit B, "Guiding Principles of Care Delivery," 17 attached hereto and by this reference incorporated herein and made part of this 18 Agreement. 19 8. IMPLEMENTATION AND PROGRAM EVALUATION 20 COUNTY will coordinate administrative and programmatic meetings to ensure that all involved 21 parties are in compliance with the MOU and that the units set aside for DBH-Referred Households are 22 being fully utilized. In addition, the participants will determine strengths and areas of improvement. 23 9. INDEPENDENT CONTRACTOR 24 In performance of the work, duties, and obligations assumed by OWNER and MANAGEMENT 25 AGENT under this Agreement, it is mutually understood and agreed that OWNER and MANAGEMENT 26 AGENT, including any and all of OWNER and MANAGEMENT AGENT's officers, agents, and 27 employees will at all times be acting and performing as an independent contractor, and shall act in an 28 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or -13- 1 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the 2 manner or method by which OWNER and MANAGEMENT AGENT shall perform their work and 3 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that 4 OWNER and MANAGEMENT AGENT are performing their obligations in accordance with the terms and 5 conditions thereof. OWNER, MANAGEMENT AGENT, and COUNTY shall comply with all applicable 6 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction 7 over matters which are directly or indirectly the subject of this Agreement. 8 Because of its status as an independent contractor, OWNER and MANAGEMENT AGENT shall 9 have absolutely no right to employment rights and benefits available to COUNTY employees. OWNER 10 and MANAGEMENT AGENT shall be solely liable and responsible for providing to, or on behalf of, its 11 employees all legally required employee benefits. In addition, OWNER and MANAGEMENT AGENT 12 shall be solely responsible and save COUNTY harmless from all matters relating to payment of OWNER 13 and MANAGEMENT AGENT's employees, including compliance with Social Security, withholding and 14 all other regulations governing such matters. It is acknowledged that during the term of this Agreement, 15 OWNER and MANAGEMENT AGENT may be providing services to others unrelated to COUNTY into 16 this Agreement. 17 10. MODIFICATION 18 Any matters of this Agreement may be modified from time to time by the written consent of all parties 19 without, in any way, affecting the remainder. 20 Notwithstanding the above, changes in addresses to which notices are to be sent may be made by 21 written approval of COUNTY's DBH Director or designee, OWNER, and MANAGEMENT AGENT. 22 11. NON-ASSIGNMENT 23 Neither party shall assign, transfer, or subcontract this Agreement nor their rights or duties under 24 this Agreement without the prior written consent of the other party. 25 12. HOLD-HARMLESS 26 A. OWNER and MANAGEMENT AGENT agree to indemnify, save, hold harmless, and at 27 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any 28 and all costs and expenses (including attorney's fees and costs), damages, liabilities, -14- 1 claims, and losses occurring or resulting to COUNTY in connection with the performance, 2 or failure to perform, by OWNER and MANAGEMENT AGENT, their officers, agents, or 3 employees under this Agreement, and from any and all costs and expenses (including 4 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting 5 to any person, firm, or corporation who may be injured or damaged by the 6 performance, or failure to perform, of OWNER and MANAGEMENT AGENT, their 7 officers, agents, or employees under this Agreement. 8 B. COUNTY, OWNER, and MANAGEMENT AGENT shall give timely notice to the other of 9 any claim, demand, lien, or suit coming to its knowledge which in any way might affect 10 the other party and each party shall have the right to participate in the defense of the 11 same to the extent of its interest. COUNTY, OWNER and MANAGEMENT AGENT 12 recognize that the significant mutual benefits of this Agreement depend upon close 13 cooperation and good faith handling of matters subject to such indemnification provisions. 14 13. INSURANCE 15 Without limiting the COUNTY's right to obtain indemnification from OWNER and MANAGEMENT 16 AGENT or any third parties, OWNER and MANAGEMENT AGENT, at its sole expense, shall maintain in 17 full force and effect, the following insurance policies or a program of self-insurance, including but not 18 limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of 19 the Agreement: 20 A. Commercial General Liability 21 Commercial General Liability insurance with limits of not less than Two Million Dollars 22 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars 23 ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may 24 require specific coverages including completed operations, products liability, contractual 25 liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance 26 deemed necessary because of the nature of this contract. 27 B. Automobile Liability 28 -15- 1 Comprehensive Automobile Liability Insurance with limits of not less than One Million 2 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. 3 Coverage should include any auto used in connection with this Agreement. 4 C. Worker's Compensation 5 A policy of Worker's Compensation Insurance as may be required by the California Labor 6 Code. 7 D. Cyber Liability (if applicable) 8 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, 9 $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and 10 obligations as is undertaken by OWNER and MANAGEMENT AGENT in this Agreement 11 and shall include, but not be limited to, claims involving infringement of intellectual 12 property, including but not limited to infringement of copyright, trademark, trade dress, 13 invasion of privacy violations, information theft, damage to or destruction of electronic 14 information, release of private information, alteration of electronic information, extortion 15 and network security. The policy shall provide coverage for breach response costs as 16 well as regulatory fines and penalties as well as credit monitoring expenses with limits 17 sufficient to respond to these obligations. 18 E. Molestation 19 Sexual abuse/ molestation liability insurance with limits of not less than One Million 20 Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual 21 aggregate. This policy shall be issued on a per occurrence basis. 22 Additional Requirements Relating to Insurance 23 OWNER and MANAGEMENT AGENT shall obtain endorsements to the Commercial General 24 Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and 25 collectively, as additional insured, but only insofar as the operations under this Agreement are 26 concerned. Such coverage for additional insured shall apply as primary insurance and any other 27 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be 28 excess only and not contributing with insurance provided under OWNER and MANAGEMENT AGENT 's -16- 1 policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days 2 advance written notice given to COUNTY. 3 OWNER and MANAGEMENT AGENT hereby waive theit right to recover from COUNTY, its officers, 4 agents, and employees any amounts paid by the policy of worker's compensation insurance required by 5 this Agreement. OWNER and MANAGEMENT AGENT are solely responsible to obtain any 6 endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but 7 OWNER and MANAGEMENT AGENT's waiver of subrogation under this paragraph is effective whether 8 or not OWNER and MANAGEMENT AGENT obtains such an endorsement. 9 Within Thirty (30) days from the date OWNER and MANAGEMENT AGENT sign and execute this 10 Agreement, OWNER and MANAGEMENT AGENT shall provide certificates of insurance and 11 endorsement as stated above for all of the foregoing policies, as required herein, to the County of 12 Fresno, (Name and Address of the official who will administer this contract), stating that such insurance 13 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and 14 employees will not be responsible for any premiums on the policies; that such Commercial General 15 Liability insurance names the County of Fresno, its officers, agents and employees, individually and 16 collectively, as additional insured, but only insofar as the operations under this Agreement are 17 concerned; that such coverage for additional insured shall apply as primary insurance and any other 18 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be 19 excess only and not contributing with insurance provided under OWNER AND MANAGEMENT 20 AGENT's policies herein; and that this insurance shall not be cancelled or changed without a minimum 21 of thirty (30) days advance, written notice given to COUNTY. 22 14. CONFIDENTIALITY 23 All services performed by OWNER and MANAGEMENT AGENT under this Agreement shall be in 24 strict conformance with all applicable Federal, State of California and/or local laws and regulations 25 relating to confidentiality. 26 15. NON-DISCRIMINATION 27 During the performance of this Agreement, OWNER and MANAGEMENT AGENT shall not 28 unlawfully discriminate against any employee or applicant for employment, or recipient of services, -17- 1 because of race, religion, color, national original, ancestry, physical disability, medical condition, marital 2 status, age, or gender, pursuant to all applicable State of California and Federal statutes and 3 regulations. 4 16. MONITORING 5 OWNER and MANAGEMENT AGENT agree to extend to COUNTY, COUNTY's DBH Director and 6 the DMH, or their designees, the right to review and monitor records, programs or procedures, at any 7 time, in regard to DBH-Referred Units' participants, as well as the operation of OWNER's and/or 8 MANAGEMENT AGENT's programs in connection with the five (5) DBH-Referred Units, in order to 9 ensure compliance with the terms and conditions of this MOU. 10 17. CONFLICT OF INTEREST 11 No officer, agent, or employee of COUNTY who exercises any function or responsibility for planning 12 and carrying out the services provided under this Agreement shall have any direct or indirect personal 13 financial interest in this Agreement. OWNER and MANAGEMENT AGENT shall comply with all Federal, 14 State of California, and local conflict of interest laws, statutes, and regulations, which shall be applicable 15 to all parties and beneficiaries under this Agreement and any officer, agent, or employee of COUNTY. 16 18. COMPLIANCE WITH STATE REQUIREMENTS 17 OWNER and MANAGEMENT AGENT recognize that COUNTY operates its mental health system 18 under an agreement with the State Department of Health Care Services and that under said agreement 19 the State of California imposes certain requirements on COUNTY and its subcontractors. OWNER and 20 MANAGEMENT AGENT shall adhere to all State of California requirements, including those identified in 21 Exhibit C "State Mental Health Requirements", attached hereto and by this reference incorporated 22 herein. 23 19. AUDITS AND INSPECTIONS 24 OWNER and MANAGEMENT AGENT shall at any time during business hours, and as often as 25 COUNTY may deem necessary, make available to COUNTY for examination all of its records and data 26 with respect to the matters covered by this Agreement. OWNER and MANAGEMENT AGENT shall, 27 upon request by COUNTY, permit COUNTY to audit and inspect all such records and data necessary to 28 ensure OWNER and MANAGEMENT AGENT's compliance with the terms of this Agreement. -18- 1 20. LICENSES/CERTIFICATES 2 Throughout the term of this Agreement, OWNER and MANAGEMENT AGENT and OWNER's and 3 MANAGEMENT AGENT's staff shall maintain all necessary licenses, permits, approvals, certificates, 4 waivers and exemptions necessary for the provision of the services hereunder and required by the laws 5 and regulations of the United States of America, State of California, the County of Fresno, and any other 6 applicable governmental agencies. OWNER and/or MANAGEMENT AGENT shall notify COUNTY 7 immediately in writing of its inability to obtain or maintain such licenses, permits, approvals, certificates, 8 waivers and exemptions irrespective of the pendency of any appeal related thereto. Additionally, 9 OWNER and MANAGEMENT AGENT and OWNER's and MANAGEMENT AGENT's staff shall comply 10 with all applicable laws, rules or regulations, as may now exist or be hereafter changed. 11 21. COMPLAINTS 12 MANAGEMENT AGENT shall log complaints and the disposition of all complaints from the tenants 13 or third persons regarding the DBH-Referred Units. MANAGEMENT AGENT shall provide a copy of 14 detailed complaint log entries concerning the DBH-Referred Units to COUNTY at monthly intervals by 15 the tenth (loth) day of the following month, in a format that is mutually agreed upon. Besides the detailed 16 complaint log, MANAGEMENT AGENT shall provide details and attach documentation of each 17 complaint with the log, regarding the DBH-Referred Units. 18 22. NOTICES 19 The persons having authority to give and receive notices under this Agreement and their addresses 20 include the following: 21 COUNTY OF FRESNO Parc Grove Commons II Limited Partnership 22 Director, Fresno County Chief Executive Officer 23 Department of Behavioral Health 1331 Fulton Street 24 1925 E. Dakota Ave. Fresno, CA 93721 25 Fresno, CA 93276 26 27 28 -19- 1 Baker Manock & Jensen, PC GSF Properties Inc 2 ATTN: Fresno Housing Authority General Counsel 6485 N Palm Ave, Ste 101 3 5260 N Palm Ave., Suite 201 Fresno, CA 93704 4 Fresno, CA 93704 5 6 Any and all notices between COUNTY, OWNER, and MANAGEMENT AGENT under this 7 Agreement or by law shall be in writing and be deemed duly served when personally delivered to one of 8 the parties, or in lieu of such personal service, when deposited in the United States Mail, postage 9 prepaid, addressed to such party. When notice is sent to Parc Grove Commons II Limited Partnership, 10 notice shall also be sent to their attorney of record, Baker Manock & Jensen, PC. 11 23. SEVERABILITY 12 The provisions of this Agreement are severable. The invalidity or unenforceability of any one 13 provision of this Agreement shall not affect the other provisions. 14 24. DATA SECURITY 15 For the purpose of preventing the potential loss, misappropriation or inadvertent access, viewing, 16 use, or disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY 17 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a 18 contractual relationship with COUNTY for the purpose of providing services under this Agreement must 19 employ adequate data security measures to protect the confidential information provided to 20 CONTACTOR by COUNTY, including but not limited to the following: 21 A. OWNER and MANAGEMENT AGENT-Owned Mobile, Wireless, or Handheld Devices 22 i. OWNER and MANAGEMENT AGENT may not connect to COUNTY networks via 23 personally owned mobile, wireless, or handheld devices, unless the following 24 conditions are met: 25 1. OWNER and MANAGEMENT AGENT have received authorization by COUNTY for 26 telecommuting purposes; 27 2. Current virus protection software is in place; 28 3. Mobile device has the remote wipe feature enabled; and -20- 1 4. A secure connection is used. 2 B. OWNER and MANAGEMENT AGENT -Owned Computers or Computer Peripherals 3 i. OWNER and MANAGEMENT AGENT may not bring OWNER and 4 MANAGEMENT AGENT -owned computers or computer peripherals into 5 COUNTY for use without prior authorization from COUNTY's Chief Information 6 Officer, and/or designee(s), including but not limited to mobile storage devices. If 7 data is approved to be transferred, data must be stored on a secure server 8 approved by COUNTY and transferred by means of a Virtual Private Network 9 (VPN) connection, or another type of secure connection. Said data must be 10 encrypted. 11 C. COUNTY-Owned Computer Equipment 12 i. OWNER and MANAGEMENT AGENT may not use COUNTY computers or 13 computer peripherals on non-COUNTY premises without prior authorization from 14 the COUNTY's Chief Information Officer, and/or designee(s). 15 D. OWNER and MANAGEMENT AGENT may not store COUNTY's private, confidential, or 16 sensitive data or any hard-disk drive, portable storage device, or remote storage 17 installation unless encrypted. 18 E. OWNER and MANAGEMENT AGENT shall be responsible to employee strict controls to 19 ensure the integrity and security of COUNTY's confidential information and to prevent 20 unauthorized access, viewing, use, or disclosure of data maintained in computer files, 21 program documentation, data processing systems, data files, and data processing 22 equipment which stores or processes COUNTY data internally and externally. 23 F. Confidential client information transmitted to one party by the other by means of 24 electronic transmissions must be encrypted according to Advanced Encryption Standards 25 (AES) of 128 BIT or higher. Additionally, a password or passphrase must be utilized. 26 G. OWNER and MANAGEMENT AGENT are responsible to immediately notify COUNTY of 27 any violations, breaches, or potential breaches of security related to COUNTY's 28 confidential information, data maintained in computer files, program documentation, data -21- 1 processing systems, data files, and data processing equipment which stores or 2 processes COUNTY data internally or externally. 3 H. COUNTY shall provide oversight to OWNER and MANAGEMENT AGENT's response to 4 all incidents arising from a possible breach of security related to COUNTY's confidential 5 client information provided to OWNER and MANAGEMENT AGENT. OWNER and 6 MANAGEMENT AGENT will be responsible to issue any notification to affected 7 individuals as required by law or as deemed necessary by COUNTY in its sole discretion. 8 OWNER and MANAGEMENT AGENT will be responsible for all costs incurred as a result 9 of providing the required notification. 10 25. PROHIBITION OF PUBLICITY 11 None of the funds, materials, property, or services provided directly or indirectly under this 12 Agreement shall be used for OWNER's and/or MANAGEMENT AGENCT's advertising, fundraising, or 13 publicity (i.e. purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self- 14 promotion. 15 Notwithstanding the above, publicity of the services described in Section Six (6), Seven (7) and 16 Eight (8) of this Agreement shall be allowed as necessary to raise public awareness about the 17 availability of such specific services when approved in advance by COUNTY's DBH Director or their 18 designee for such items as written/printed materials, the use of media (i.e. radio, television, 19 newspapers) and any other related expense(s). 20 26. GOVERNING LAW 21 The parties agree that for the purpose of venue, performance under this Agreement is in Fresno 22 County, California. 23 The rights and obligations of the parties and all interpretation and performance of this Agreement 24 shall be governed in all respects by the laws of the State of California. 25 27. DISCLOSURE OF SELF-DEALING TRANSACTIONS 26 This provision is only applicable if the OWNER and MANAGEMENT AGENT are operating as a 27 corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the OWNER or 28 MANAGEMENT AGENT changes its status to operate as a corporation. -22- 1 Members of the OWNER or MANAGEMENT AGENT's Board of Directors shall disclose any self- 2 dealing transactions that they are a party to while OWNER and MANAGEMENT AGENT are providing 3 goods or performing services under this agreement. A self-dealing transaction shall mean a transaction 4 to which the OWNER and MANAGEMENT AGENT is a party and in which one or more of its directors 5 has a material financial interest. Members of the Board of Directors shall disclose any self-dealing 6 transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure 7 Form, attached hereto as Exhibit D and incorporated herein by reference, and submitting it to the 8 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 9 28. ELECTRONIC SIGNATURE 10 The parties agree that this Agreement may be executed by electronic signature as provided in this 11 section. An "electronic signature" means any symbol or process intended by an individual signing this 12 Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed 13 version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example 14 by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this 15 Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this 16 Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial 17 proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. 18 The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the 19 Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). 20 Each party using a digital signature represents that it has undertaken and satisfied the requirements of 21 Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other 22 party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the 23 transactions under it by electronic means and either party may sign this Agreement with an original 24 handwritten signature. 25 29. ENTIRE AGREEMENT 26 This Agreement, including all Exhibits, constitutes the entire agreement between OWNER, 27 MANAGEMENT AGENT, and COUNTY with respect to the subject matter hereof and supersedes all 28 -23- 1 previous agreements, negotiations, proposals, commitments, writings, advertisements, publications, and 2 understandings of any nature whatsoever unless expressly included in this Agreement. 3 4 Exhibit A— DBH-Referred-Eligible Households 5 Exhibit B — Guiding Principles of Care Delivery 6 Exhibit C — State Mental Health Requirements 7 Exhibit D — Self-Dealing Transaction Disclosure Form 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -24- 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first 2 hereinabove written. 3 4 OWNER COUNTY OF FRESNO PARC GROVE COMMONS II 5 LIMITED PARTNERSHIP 6 By: Housing Authority of the City of Fresno, its Administrative General 7 Partner TeA.c►u P.o��.c�k, U&a.�,,a, 8 (Authorized Signature) S Q�sdYt-eMhe t ro, hairman of the Board of 9 S e County of Fresno 10 Tyrone Roderick Williams, Chief 11 Executive Officer 1331 Fulton Street 12 Fresno, CA 93721 13 Mailing Address ATTEST: 14 Bernice E. Seidel Clerk of the Board of Supervisors 15 County of Fresno, State of California 16 17 MANAGEMENT AGENT P P RTIES, Inc. 18 By: _ � `�-- 19 Deputy (Authorized Signature) 20 Dan McCoy, Executive Vice President 21 Print Name & Title 22 GSF Propeties Inc. 23 6485 N Palm Ave #101, Fresno, CA 93704 24 Mailing Address 25 For Accounting Use Only: 26 Fund/Subclass: 0001/10000 27 Organization: 5630 28 Accounting #: 7295/0 -25- Exhibit A Page 1 of 2 Overview of Eligibility Requirements DBH-Referred Units at Parc Grove Commons Housing Development In order to meet the Fresno County Department of Behavioral Health (DBH)guidelines for the Parc Grove Commons Housing Development,the applicant must be: - An adult, age 18 and up; - Diagnosed with a serious mental illness (SMI) or have a severe emotional disturbance and be receiving services from DBH or one of its contracted providers; - Homeless or At-Risk of Homelessness; - AND must be Eligible for the Housing Choice Voucher Program through the Fresno Housing Authority(FHA); Homelessness is defined as follows: - Literally Homeless: Individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning: o Has a primary nighttime residence that is a public or private place not meant for human habitation; o Is living in a publicly or privately operated shelter designated to provide temporary living arrangements (including congregate shelters,transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, and local government programs); or o Is exiting an institution where (s)he has resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution - Imminent/At-Risk of Homelessness: Individual or family who will imminently lose their primary nighttime residence, provided that: o Residence will be lost within 14 days of the date of the application for homeless assistance; o No subsequent residence has been identified; and o The individual or family lacks the resources or support networks needed to obtain other permanent housing - Homeless Under Other Federal Statutes: Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who: o Are defined as homeless under the other listed federal statutes; o Have not had a lease, ownership interest, or occupancy agreement in permanent housing during the 60 days prior to the homeless assistance application; o Have experienced persistent instability as measured by two moves or more during in the preceding 60 days; and o Can be expected to continue in such status for an extended period of time due to special needs or barriers - Fleeing/Attempting to Flee Domestic Violence: Any individual or family who: Exhibit A Page 2 of 2 o Is fleeing, or is attempting to flee, domestic violence; o Has no other residence; and o Lacks the resources or support networks to obtain other permanent housing Housing Choice Voucher Eligibility Criteria as a Family is as follows: o A family may be a single person, elderly person, displaced person, person with a disability, any"other" single person; o A family may be a group of persons: Two or more elderly persons, one or more persons with live-in aide,two or more persons that are related by blood (Parent, Children, Cousin, Niece, Nephew,Aunt, Uncle, Grandparent), marriage or operation of law, stable significant relationship (defined by FHA as a relationship in existence for a minimum of six months and providing financial support to one another) o Head of Household must have the legal capacity to enter into a lease under State/Local Law o Be income eligible o Meet citizenship/eligible immigrant criteria o Provide documentation of Social Security Numbers for each household member o Sign consent authorization documents for each adult in the house o Qualify for local preferences o Pass a Criminal Background Check Exhibit B Page 1 of 4 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 1 rev 01-02-2020 Exhibit B Page 2 of 4 o Excellent customer service ensures individuals and families are transitioned from one point of care to another without disruption of care 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 2 rev 01-02-2020 Exhibit B Page 3 of 4 o Other clinically significant interventions such as innovative, promising, and emerging practices are embraced 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 3 rev 01-02-2020 Exhibit B Page 4 of 4 o Each individual defines their own recovery and recovers at their own pace when provided with sufficient time and support 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 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 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 of 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 C 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. Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of this Agreement or both and Exhibit C Page 3 of 6 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 court by a Federal court 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 court, 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 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 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 CONTRACTORS 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 declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. Exhibit C Page 4 of 6 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-making position in the same general subject area as Exhibit C Page 5 of 6 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. CONTRACTOR NAME CHANGE: An amendment is required to change the CONTRACTOR's name as listed on this Agreement. 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 CONTRACTOR 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 C 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 D 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 D 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: