HomeMy WebLinkAboutAgreement A-15-549 Nurse-Family Partnership.pdf
NURSE-FAMILY PARTNERSHIP IMPLEMENTATION AGREEMENT
This Agreement (“Agreement”), for the period July 1, 2015, through June 30, 2018, is by and
between County of Fresno, a Political Subdivision of the State of California (“Agency”), and
Nurse-Family Partnership, a Colorado nonprofit corporation ("NFP") (together, the “Parties”).
RECITALS:
A. The Parties understand and agree that the Nurse-Family Partnership® Program (the
"Program") is an evidence-based program developed on the basis of randomized controlled
trial research to yield certain benefits for low-income, first-time mothers and their children
(“Program Benefits”).
B. The Parties understand and agree that Program Benefits can be described generally as
helping low-income, first-time mothers develop behaviors that enable them to have healthier
pregnancies, be better parents, have emotionally and physically healthier children, and
attain greater economic self-sufficiency.
C. The Parties understand and agree that Program implementation by Agency must be based
upon key parameters (“Model Elements”) identified through research and refined based
upon the Program’s experience since 1997 and attached to this Agreement as Exhibit A,
Nurse-Family Partnership Model Elements.
D. Agency desires and intends to implement the Program to serve low-income, first-time
mothers in the geographic area it serves and to be known to the public as Nurse-Family
Partnership.
E. NFP desires and intends to guide and support the Program implementation process in order
to help Agency obtain Program Benefits for the mothers and children that Agency serves.
F. Accordingly, the Parties wish to enter into this Agreement in order to memorialize the
mechanisms and means by which Agency shall implement the Program and NFP shall
support such implementation. The Parties intend to remain in a contractual relationship for
the period described in Section 0 herein and thereafter, so long as funding is available to
both of the Parties for this purpose.
AGREEMENT:
In consideration of the foregoing recitals, which are incorporated herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
A. DEFINITIONS.
A. Agreement-Specific Definitions. In addition to terms defined above and elsewhere in this
Agreement, the following terms shall have the meanings set forth below:
1. “ETO™” means the Efforts to Outcomes™ software system that NFP makes
available to Agency, into which designated, NFP-approved Agency personnel enter
data collected about Clients and the Program, and from which the Parties can obtain
reports to help manage and evaluate program implementation and results.
2. “ETO Website” means the Internet URL through which designated, NFP-approved
Agency personnel can access the ETO to enter data and obtain certain reports and
other services. ETO software is secured against unauthorized use by VeriSign®
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128-bit Security Encryption, the industry standard in Internet site protection.
Authorized access to the ETO Website can only be provided by NFP
3. “Administrator” means a person with fiscal and quality oversight, operational
coordination responsibilities, and/or evaluation responsibility for the Program’s
management.
4. “Client” means a low-income, first-time mother who is enrolled in the Program
implemented by Agency.
5. “Effective Date” means the date first noted above and upon which this Agreement
becomes effective.
6. “Fidelity to the Model” means implementing the Program in a manner consistent with
the Model Elements and therefore maximizing the likelihood of achieving results
comparable to those measured in research.
7. “Visit-to-Visit Guidelines®” means a written guide or guides for how a Nurse Home
Visitor schedules and conducts visits with Clients during their participation in the
Program.
8. “Location” means the work address of a Program Supervisor.
9. “Program Supervisor” means a person who supervises up to eight Nurse Home
Visitors who implement the Program on behalf of Agency.
10. “Research” means any activity, including program evaluation and/or quality
improvement activities, (i) that would, according to Federal regulations, require
review by an Institutional Review Board (“IRB”), or (ii) that could be expected to yield
generalizable knowledge that could be shared publicly with the professional,
academic, and/or lay communities.
11. “Team” means a half- to full-time Program Supervisor and up to eight (8) Nurse
Home Visitors who report to the Program Supervisor.
B. “Proprietary Property” means all of (i) the Program, including facilitators and handouts,
(ii) the Model Elements, (iii) the name “Nurse-Family Partnership” and the acronym
“NFP” when used in connection with the NFP Logo and the goodwill associated
therewith, (iv) all NFP Community Website and ETO website content, and (v) the
copyrighted materials and other materials used in the Program as of the date hereof that
would be designated as protectable intellectual property under applicable law, including,
but not limited to, all modifications, additions, updates, and derivative works thereof and
all of the rights of NFP and its licensors associated with this property. Proprietary
Property shall also include, individually and collectively, all ideas, concepts, designs,
methods, inventions, modifications, improvements, new uses, and discoveries which are
conceived and/or made in the performance of the responsibilities stated under this
Agreement by one or more of Agency, NFP, or its licensors, whether or not they are
incorporated into the Program or the Proprietary Property. NFP and its licensors reserve
the right to modify the Proprietary Property from time to time in accordance with the
data, research, and current modalities of delivery of the Program and for any other
reason NFP or its licensors, in their sole and absolute discretion, deem appropriate.
NFP will provide Agency with reasonable notice of those modifications. NFP and its
licensors shall retain ownership and all rights to all Proprietary Property, whether
modified or not by Agency.
C. General Application. Unless a clear contrary intention appears, words used with initial-
capitalized letters shall have the meanings set forth in this Agreement, and (i) the
singular includes the plural and vice versa, (ii) reference to any document means such
document as amended from time to time, (iii) "include" or “including” means including
without limiting the generality of any description preceding such term, and (iv) the term
“or” is not exclusive.
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B. NFP OBLIGATIONS
A. NFP grants to Agency a non-exclusive limited right and license to use the Proprietary
Property for the purpose of carrying out Agency’s obligations under this Agreement in
the geographic area within which Agency Nurse Home Visitors serve Clients. Agency
shall not use the Proprietary Property in connection with any social impact bond or pay-
for-success contract, including responses to solicitations for such agreements, without
NFP’s prior written consent.
B. NFP will provide support to help Agency implement the Program as described in Exhibit
B, Nurse-Family Partnership Support for an Agency.
C. NFP shall submit invoices to Agency for services provided to Agency, listing a date of
provision, a description of each such service, and amounts based upon the fee schedule
provided in Exhibit C, Fees for Nurse-Family Partnership Services.
D. NFP may, from time to time, request that Agency collect additional data and/or
participate in Research initiated by NFP and intended to improve the NFP model or
implementation of the model. NFP may provide the public with information about
Agency’s NFP-related Research, publications, and presentations.
E. NFP, independently or jointly with Agency, may publish or present NFP-related
information or Program results in research reports, books, book chapters, peer-reviewed
journal articles, and at academic or professional conferences, always giving due credit to
the Parties involved and recognizing the rights of the individuals doing the work.
F. NFP understands that pursuant to this Agreement, NFP and its employees may have
access to patients’ Protected Health Information (“PHI”) and Agency's business
information. NFP acknowledges that this information has a high level of confidentiality,
and NFP and its employees agree to keep all information made available to its
employees confidential and not to disclose this information. NFP will instruct its
employees/staff/affiliates to follow Agency's policies regarding patient and business
confidentiality. Further, NFP acknowledges that Agency is bound by law to have written
agreements with its business partners who may have access to patient information
requiring compliance with the Health Insurance Portability and Accountability Act of 1996
(HIPAA) and the rules and regulations promulgated thereunder. Accordingly, NFP
warrants and represents that NFP is in compliance with HIPAA and all relevant federal
statutes, rules, regulations, and applicable interpretive rulings promulgated under
HIPAA, or will become compliant to regulations and requirements effective at future
dates according to the applicable timetables. Exhibit D, HIPAA Business Associate
Addendum, is hereby incorporated in this Agreement. Failure by NFP to comply with
this provision and the provisions of Exhibit D, HIPAA Business Associate Addendum,
shall result in immediate and automatic termination of this Agreement without penalty or
cost to Agency. NFP will cooperate with any Agency program(s) instituted in the future
to bring Agency into compliance with HIPAA.
III. AGENCY OBLIGATIONS
A. Agency will make best efforts to implement the Program with Fidelity to the Model and
will undertake the steps described in Exhibit E, Agency Responsibilities, in order to do
so.
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B. Agency will take all appropriate steps to maintain client confidentiality and obtain any
necessary written client consents for data analysis or disclosure of protected health
information, in accordance with applicable federal and state laws, including, but not
limited to, authorizations, data use agreements, business associate agreements, as
necessary.
C. Agency assumes responsibility for knowledge of and compliance with the State Nurse
Practice Act of its state, state laws, regulations, and licensing requirements pertaining to
nursing practice and state laws and regulations pertaining to mandatory reporting.
D. Agency will ensure that nurses whom it employs to implement that Program are able to
provide care to clients in a manner consistent with the NFP Visit-to-Visit Guidelines.
E. When requested by NFP, Agency will make reasonable efforts to collect additional data
and/or participate in Research intended to improve the NFP model or implementation of
the model.
F. In order to avoid becoming involved in Research that conflicts with implementing the
Program with Fidelity to the Model, Agency will request NFP’s permission prior to
participating in any Research that is (1) initiated by a party other than NFP and (2) that
involves Program staff or explicitly targets the families that are enrolled in the
Program. NFP will review and approve or disapprove Agency’s request for participation
in such Research on a timely basis and will not unreasonably withhold such approval.
G. Agency will inform NFP of Agency proposals to publish or present NFP-related
information in research reports, books, book chapters, peer-reviewed journal articles,
and at academic or professional conferences. Results of the Program herein outlined
may be published by Agency, or jointly by Agency and NFP, always giving due credit to
the Parties involved and recognizing the rights of the individuals doing the work.
H. Agency is authorized to reproduce certain published materials specified below and used
in the implementation of the Program so long as (1) this Agreement is in effect, (2)
Agency uses the reproductions solely for Program implementation, and (3) Agency does
not sell or otherwise distribute the reproductions to any third party not involved in
Agency’s implementation of the Program.
1. The published materials covered by this authorization are delivered to Nurse Home
Visitors as part of the Nurse-Family Partnership Home Visitor education materials in
sets referred to as follows:
a) Pregnancy Facilitators and Handouts
b) Infancy Facilitators and Handouts
c) Toddler Facilitators and Handouts
2. The handouts bear notices indicating copyright by any of the following:
a) University of Colorado
b) University of Colorado Health Sciences Center
c) University of Colorado at Denver and Health Sciences Center
d) Nurse-Family Partnership
3. NFP has the right to grant permission to reproduce materials specified above and
that bear the University copyright notice under the terms of a Memorandum of
Understanding (“MOU”) dated March 31, 2003, between the University of Colorado
Health Sciences Center, now known as University of Colorado at Denver and Health
Sciences Center, and NFP. The MOU gives NFP an exclusive, perpetual, royalty-
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free right and license to use copyrighted materials and other materials used in the
Program for the purpose of implementing the Program to serve low-income, first-time
mothers and their families.
4. The corresponding Spanish-language versions of these materials are also covered
by this authorization.
5. Agency may not authorize any other entity to reproduce the materials without prior
written permission from NFP.
I. Agency understands and agrees that all Proprietary Property is owned exclusively by NFP
and its licensors, including all intellectual property rights therein. Agency shall use the
Proprietary Property solely for the purpose of carrying out Agency’s obligations under this
Agreement and shall not modify any Proprietary Property without the prior express written
permission of NFP. Agency shall protect all Proprietary Property that belongs to NFP or its
licensors. Agency shall not duplicate and shall prohibit distribution of or access to Visit-to-
Visit Guidelines and the ETO to any individual or organization not party to the
implementation, administration, and operation of the Program, except as authorized by this
Agreement. Agency shall not change or alter the ETO software, and shall allow only
trained, NFP-authorized users to access the ETO Website. If a person leaves Agency’s
employ, Agency shall retrieve all Proprietary Property that the person may have in his or her
possession.
IV. FEES AND PAYMENT
A. Fees associated with NFP services in support of an implementing agency are as follows:
1. Initial Education Services. NFP provides initial Nurse-Family Partnership education
for nurse home visitors, Program Supervisors, and Agency Administrators. This fee
applies once for each individual nurse home visitor, nurse supervisor, and
administrator at an agency. Fees are due upon completion of the face-to-face
session.
a) Nurse Home Visitor Initial Education Tuition. Education for nurse home visitors
(NHV) consists of one face-to-face education unit supported by distance
education components. All Program Supervisors who have never taken NHV
Education or who completed it more than two years prior to being promoted to
Supervisor are required to attend NHV Education as well as Supervisor
Education.
b) Supervisor Initial Education Tuition. For Program Supervisors, education
consists of Nurse Home Visitor Initial Education plus two face-to-face education
units supported by distance education components and nurse consultation.
c) Annual Supervisor Education. Program Supervisors are required to attend a
three day face-to-face session held annually in Denver. There is no tuition or
registration fee.
d) Agency Administrator Orientation Tuition. A two day face-to-face session in
Denver, required for new administrators and recommended for experienced
administrators.
e) Nurse-Family Partnership Education Materials Fee. Contributes toward the cost
of the following materials:
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(1) Nurse-Family Partnership Orientation Materials
(2) Set of Prenatal, Infancy and Toddler Guidelines
(3) A series of additional nursing practice and program management resources
tied to implementation of Nurse-Family Partnership.
2. Implementation Support Services. Fees are due on the Effective Date and each
anniversary thereof and are based on the number of Program Supervisor Positions
(the greater of (1) the number of individuals with supervisory responsibility at the
agency or (2) the number of supervisor FTEs that are required to be implementing
the model with fidelity (at least one per eight nurse home visitors). Fees are as
follows:
a) Program Support. Fees are per Program Supervisor Position per year and
contribute to covering costs associated with the following:
(1) Ongoing Nurse-Family Partnership nurse home visitor, supervisor, and
administrator education; resource library; conference calls; web forums;
Nurse-Family Partnership Community resources; and updating of Nurse-
Family Partnership Education and Visit-to-Visit Guidelines and supporting
materials.
(2) Marketing and Communications consultation and support, including
marketing and community outreach materials (brochures, posters, Client
Referral Kits (with wallet cards, counter display, posters, and other program
information); health fair bags, and nurse recruitment packets. The agency,
however, is responsible for printing, stamping or affixing labels with their local
contact information to the majority of these materials. Client Referral Kits are
customized/printed at no additional charge to the agency. Also provided are
the NFP marketing and communications resources and guidance and a copy
of the NFP Public Awareness Video, as well as updates and regular monthly
communications from the NFP National Service Office.
(3) Policy and Government Affairs, including advocacy and educational work at
federal and state levels.
b) Nurse Consultation. The fee is per Program Supervisor Position per year. The
full fee is charged for the first Program Supervisor Position at a geographic
location and a reduced fee is charged for each additional Program Supervisor
Position at that same location. The fees contribute to covering costs associated
with a Nurse-Family Partnership Nurse Consultant providing the following
support to Program Supervisors:
(1) Helping each Program Supervisor develop an annual plan for
implementation.
(2) Monitoring reports based on each Program Supervisor and her/his team’s
activity and performance.
(3) Ongoing email support for each Program Supervisor and periodic regular
calls with each Program Supervisor.
(4) Periodic visits to each Program Supervisor with potential travel with each
Program Supervisor and/or selected nurse home visitors.
(5) Clinical and supervisory coaching and consultation with each Program
Supervisor.
c) Program Supervisor Expansion or Replacement Fee. A one-time fixed fee is
charged for extra support when a new Program Supervisor Position is added or a
vacant position is filled.
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d) Data Transmission and Custom Reports. (Optional) NFP may develop custom
reports or supply secure access to a data file upon reasonable request from
Agency, as long as Agency provides detailed specifications and agrees to fees
quoted in advance by NFP.
(i) Data Transmission Fees. A one-time Set-Up fee plus an annual
Transmission Fee for creating and periodically transmitting a file that
contains raw data from the ETO database for State. NFP will not
manipulate the data in any way, and any data filtering requests could
increase the set-up cost. Data will be provided as delimited text files with
variable names and made available via NFP’s FTP site for download.
Instructions for downloading data will be provided when the data files are
ready. The Set-Up Fee is due when State approves NFP undertaking the
work. The Transmission Fee is due upon the first transmission (prorated
for part years) and on each contract anniversary thereafter for so long as
the transmission continues.
(ii) Four hours of NFP support are included in the cost of a data file. Any
assistance beyond four hours will require a work order and an additional
charge to the customer. Please note that data files are provided solely for
the benefit of the agency and the NSO cannot support the following:
1. Reporting and analysis efforts conducted by the agency.
2. Developing an import process for the agency.
3. Customizing the data file for specific agency needs.
B. Prices are subject to change in accordance with Section IV D below.
C. All fees are based upon NFP’s standard terms of invoicing and payment, as follows:
1. Program Support and Nurse Consultation Fees are invoiced on the Effective Date
and each anniversary thereof to cover each ensuing year and are due in 30 days.
No special reporting or documentation is provided with the invoice(s).
2. Education Fees are invoiced when individuals attend in-person education sessions.
No special reporting or documentation is provided with the invoice(s).
3. Program Supervisor Expansion or Replacement Fees are invoiced when the new
supervisor is hired. No special reporting or documentation is provided with the
invoice(s).
D. NFP shall invoice, without limitation, not to exceed Thirty-Six Thousand Three Hundred
Nineteen Dollars ($36,319) annually, for services provided to Agency based upon the
fee schedule set forth in Exhibit C, Fees for Nurse-Family Partnership Services. NFP
reserves the right to change the fees set forth in Exhibit C during the term of this
Agreement but not more often than annually. NFP will notify Agency at least one year
prior to any such change becoming effective. If this Agreement exceeds Ten Thousand
and No/100 Dollars ($10,000.00), NFP shall be subject to the examination and audit of
the State Auditor for a period of three (3) years after final payment under contract.
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E. Invoices will be sent to:
Agency: County of Fresno, Department of Public Health
Attention: Accounts Payable
Address: PO Box 11867
Fresno, CA 93775
Telephone: (559) 600-3330
Facsimile: (559) 600-7729
Email: dph@co.fresno.ca.us
F. Agency will send payments, identifying the NFP invoice, within 30 days of invoice to:
Nurse-Family Partnership
Attention: Finance Department
1900 Grant Street, Suite 400
Denver, CO 80203
V. TERM AND DEFAULT
A. Term of Agreement. This Agreement shall remain in full force and effect through June
30, 2018, unless it is terminated by mutual agreement of the Parties or as otherwise
provided below.
B. Early Termination. The Parties agree that they intend to and will engage in mutual
efforts to keep this Agreement in force. Recognizing, however, that circumstances
beyond the control of the Parties may compel one Party to desire termination before
completion of the term or an extension thereof, either Agency or NFP may terminate this
Agreement at any time by giving the other party written notice of not less than sixty (60)
days.
C. Default. A party shall be in default under this Agreement if a party (i) breaches a
material provision of this Agreement, which breach is not cured to the non-breaching
party’s reasonable satisfaction within thirty (30) days of written notice given to the
breaching party by the non-breaching party or (ii) the bankruptcy of a party.
D. Remedies upon Default. The Parties shall use commercially reasonable efforts to take
steps necessary to cause the breaching party to cure the applicable default. If such
default is not cured to the reasonable satisfaction of the other party, and both of the
Parties do not agree to terminate this Agreement, the Parties shall proceed in
accordance with the dispute resolution process set forth in Section E.3.g).
E. Effect of Termination.
1. If this Agreement is terminated by notice of one party to the other, Agency will pay
NFP for all work performed up to the date of termination and all non-cancelable
obligations incurred in accordance with this Agreement. Payment shall be due within
thirty (30) days of termination.
2. If this Agreement is terminated through the dispute resolution process, the rights and
obligations of each of the Parties upon termination shall be spelled out in the dispute
resolution process.
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3. Upon termination of this Agreement, regardless of the timing, cause, or mechanism
of such termination:
a) Agency will no longer have access to ETO or the ETO Website;
b) All software and ETO Website content, excluding data which has been collected
by Agency in the course of implementing the Program, shall remain the sole
property of NFP;
c) NFP may retain a record of all data which has been collected by Agency in the
course of implementing the Program and may use that data and reports derived
from it to evaluate the overall progress in national replication of the Program;
d) Agency and NFP will continue to comply with all relevant state, federal laws and
all other provisions of this Agreement with respect to maintaining Client
confidentiality;
e) All materials in Agency’s possession that utilize the Nurse-Family Partnership
logo, tag line, or other protected marks must be returned to NFP or destroyed;
f) All copies of Proprietary Property that have been provided to Agency by NFP or
that have come into Agency’s possession from other sources must be returned to
NFP or destroyed; and
g) Agency will cease to implement the Program and will cease to represent that it is
implementing the Program.
VI. DISPUTE RESOLUTION. If a dispute arises relating to this Agreement, the Parties shall
attempt to resolve that dispute at the lowest possible level. If the dispute cannot be resolved
at that level, the dispute shall be elevated to the Director, Program Development, of NFP
and the Program Supervisor. If these persons cannot resolve the dispute, it shall be
elevated to the next organizational level of NFP and Agency. If the dispute is not resolved
through the foregoing process within a reasonable period of time, not to exceed any period
of time that could reasonably be deemed to have a detrimental impact on the
implementation of the Program by Agency, either party may initiate dispute resolution
through any avenue permitted in law or in equity.
VII. HOLD-HARMLESS. NFP agrees to indemnify, save, hold harmless, and at Agency's
request, defend the Agency, its officers, agents and employees from any and all costs and
expenses, including attorney fees and court costs, damages, liabilities, claims and losses
occurring or resulting to Agency in connection with the performance, or failure to perform, by
NFP, its officers, agents or employees under this Agreement, and from any and all costs
and expenses, including attorney fees and court costs, damages, liabilities, claims and
losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of NFP, its officers, agents or employees
under this Agreement.
Agency agrees to indemnify, save, hold harmless, and at NFP's request, defend NFP, its
officers, agents and employees from any and all costs and expenses, including attorney
fees and court costs, damages, liabilities, claims and losses occurring or resulting to NFP in
connection with the performance, or failure to perform, by Agency, its officers, agents or
employees under this Agreement, and from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting
to any person, firm or corporation who may be injured or damaged by the performance, or
failure to perform, of Agency, its officers, agents or employees under this Agreement.
VIII. INSURANCE.
A. Without limiting the Agency's right to obtain indemnification from NFP or any third
parties, NFP, at its sole expense, shall maintain in full force and effect the following
insurance throughout the term of this Agreement:
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1) Commercial General Liability. Commercial General Liability Insurance with limits
of not less than One Million Dollars ($1,000,000.00) per occurrence and an
annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued
on a per occurrence basis. Agency may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-
Underground (ECU), fire legal liability or any other liability insurance deemed
necessary because of the nature of this Agreement.
2) Automobile Liability. Comprehensive Automobile Liability Insurance with limits
for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000)
per person, Five Hundred Thousand Dollars ($500,000) per accident and for
property damages of not less than Fifty Thousand Dollars ($50,000), or such
coverage with a combined single limit of Five Hundred Thousand Dollars
($500,000). Coverage should include owned and non-owned vehicles used in
connection with this Agreement.
3) Professional Liability. If NFP employs licensed professional staff (e.g. Ph.D.,
R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance
with limits of not less than One Million Dollars ($1,000,000) per occurrence,
Three Million Dollars ($3,000,000) annual aggregate.
4) Worker’s Compensation. A policy of worker's compensation insurance as may
be required by California Labor Law.
B. NFP shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance maintained by Agency,
its officers, agents and employees shall be excess only and not contributing with
insurance provided under NFP's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice
given to Agency.
C. Within thirty (30) days from the date NFP executes this Agreement, NFP shall
provide certificates of insurance and endorsement as stated above for the foregoing
policy, as required herein, to the County of Fresno, Department of Public Health,
P.O. Box 11867, Fresno, California, 93775, Attention: Contracts Section – 6th Floor,
stating that such insurance coverages have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for
any premiums on the policies; and that such Commercial General Liability insurance
names the County of Fresno, is officers, agents and employees County of Fresno, its
officers, agents and employees, individually and collectively, as additional insured,
but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by Agency, its officers, agents and
employees, shall be excess only and not contributing with insurance provided under
NFP's policies herein; and that such insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to Agency.
D. In the event NFP fails to keep in effect at all times insurance coverage as herein
provided, the Agency may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
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E. The policy shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be purchased from companies possessing a
current A.M. Best, inc. rating of A FSC VII or better.
IX. CONFIDENTIALITY. All services performed by NFP under this Agreement shall be in strict
conformance with all applicable laws and regulations relating to confidentiality.
X. NONDISCRIMINATION. During the performance of this Agreement, NFP shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services,
because of race, religion, color, national origin, ancestry, physical handicap, medical condition,
marital status, age or sex, pursuant to all applicable State and Federal statutes and regulations.
XI. ASSIGNMENT; SUBCONTRACTING. Except as provided herein, this Agreement and the
rights, obligations, interests and benefits hereunder shall not be assigned, transferred, pledged
or hypothecated in any way to any third party, including financing institutions, without the prior
written consent of NFP. Agency shall not respond to social impact bond or “pay for success”
solicitations or enter into contracts or funding arrangements that link Program implementation
performance to repayment of funding and name the Program as the targeted service without
NFP’s prior written consent. Agency shall not engage or utilize the services of any
subcontractor to perform any of Agency’s services hereunder without the prior written consent of
NFP.
XII. MISCELLANEOUS PROVISIONS.
A. Consents. Whenever a Party’s consent or approval is required under this Agreement,
such consent or approval shall not be unreasonably withheld. If consent or approval is
required by an employee of a Party, the Party who employs such employee shall cause
the employee to give or withhold such consent or approval in accordance with this
Paragraph. If no response is received by the requesting Party within ten business days
after delivery of the applicable request, consent shall be deemed given.
B. Notices. All notices and other communications that are required or permitted to be given
to the Parties under this Agreement shall be sufficient in all respects if given in writing
and delivered by overnight courier or certified mail, postage prepaid, return receipt
requested, to the receiving party at the following address:
For NFP:
Original to: With a copy to:
Nurse-Family Partnership Nurse-Family Partnership
1900 Grant Street, Suite400 1900 Grant Street, Suite400
Denver, CO 80203 Denver, CO 80203
Attention: Chief Executive Officer Attention: Legal Affairs Manager
Telephone: 303-327-4274 Telephone: 303-327-4271
Facsimile: 303-327-4260 Facsimile: 303-327-4260
Email:
Roxane.white@NurseFamilyPartnership.org
Email:
Elizabeth.Jasper@NurseFamilyPartnership.org
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 11 of 26
For Agency:
Original to: With a copy to:
Agency: County of Fresno, Department of
Public Health
Agency: County of Fresno, Department of
Public Health
Attention: David Pomaville, Director
Address: PO Box 11867
Fresno, CA 93775
Attention: Rose Mary Garrone, Division
Manager
Address: PO Box 11867
Fresno, CA 93775
Telephone: (559) 600-3200 Telephone: (559) 600-3330
Facsimile: (559) 600-7687 Facsimile: (559) 600-7729
Email: dpomaville@co.fresno.ca.us Email: rgarrone@co.fresno.ca.us
or to such other address as such party may have given to the other by notice pursuant to
this Paragraph. Notice shall be deemed given on the delivery or refusal date, as
specified on the return receipt in the case of certified mail or on the tracking report in the
case of overnight courier.
C. Binding Upon Successors and Assigns. This Agreement, and all covenants, terms,
provisions, and agreements contained herein, shall be binding upon and shall inure to
the benefit of the Parties’ respective successors and permitted assigns.
D. Waivers. No covenant, term, or condition, or the breach thereof, shall be deemed
waived, except by written consent of the party against whom the waiver is claimed; and
any waiver of the breach of any covenant, term, or condition shall not be deemed to be a
waiver of any preceding or succeeding breach of the same or any other covenant, term,
or condition.
E. Responsibility for Debts and Obligations. Neither party shall be responsible either
directly or indirectly for any of the debts or obligations of the other party except as
provided under this Agreement.
F. No Third Party Beneficiary. This Agreement does not create any third party beneficiary
rights in any person or entity, including without limitation, financing institutions.
G. Authority to Contract. The undersigned individuals represent that they are fully
authorized to execute this Agreement on behalf of the respective Parties and make all
representations, warranties, and covenants set forth herein. The Parties represent and
warrant that the execution, delivery, and performance of this Agreement have been duly
authorized by all necessary corporate actions of the Parties and do not violate any laws
or any provisions of any agreement to which the Parties are bound.
H. No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership among the Parties. No party shall have the power
to control the activities or operations of another party and their status is, and at all times
shall continue to be, that of independent contractors with respect to each other. No
party shall hold itself out as having authority or relationship in contravention of this
Paragraph.
I. Independent Contractor. In performance of the work, duties, and obligations assumed
by NFP under this Agreement, it is mutually understood and agreed that NFP, including
any and all of NFP's officers, agents, and employees will at all times be acting and
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 12 of 26
performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the
Agency. Furthermore, Agency shall have no right to control or supervise or direct the
manner or method by which NFP shall perform its work and function. However, Agency
shall retain the right to administer this Agreement so as to verify that NFP is performing
its obligations in accordance with the terms and conditions thereof. NFP and Agency
shall comply with all applicable provisions of law and the rules and regulations, if any, of
governmental authorities having jurisdiction over matters which are directly or indirectly
the subject of this Agreement.
Because of its status as an independent contractor, NFP shall have absolutely no right
to employment rights and benefits available to Agency employees. NFP shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally required
employee benefits. In addition, NFP shall be solely responsible and save Agency
harmless from all matters relating to payment of NFP's employees, including compliance
with Social Security, withholding, and all other regulations governing such matters. It is
acknowledged that during the term of this Agreement, NFP may be providing services to
others unrelated to the Agency or to this Agreement.
J. Attorneys’ Fees. If a party shall commence any action or proceeding against another
party in order to enforce the provisions of this Agreement, or to recover damages as a
result of the alleged breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover all reasonable costs in connection therewith, including
reasonable attorneys’ fees.
K. Further Assurances. The Parties shall cooperate fully with each other and execute such
further instruments, documents, and agreements, and shall give such further written
assurances, as may be reasonably requested by another party to better evidence and
reflect the transactions described herein and contemplated hereby, and to carry into
effect the intent and purposes of this Agreement.
L. Entire Agreement. This Agreement (together with Exhibits hereto, which are hereby
incorporated by this reference) constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral, among themselves or their agents and representa-
tives relating to the subject hereof. This Agreement may be altered, amended, or
revoked only by an instrument in writing signed by all the Parties hereto.
M. Severability. If any term or provision of this Agreement shall, to any extent, be
determined to be invalid or unenforceable by a court or body of competent jurisdiction,
the remainder of this Agreement shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
N. Applicable Law. This Agreement shall be governed by and construed according to the
internal laws of the State of California. By execution of this Agreement, each party
submits and irrevocably waives any objection to in personam jurisdiction in the State of
California and the forum and convenience of the state and federal courts thereof.
O. Survival. The terms and conditions of this Agreement shall survive the expiration or
termination of this Agreement to the full extent necessary for their enforcement and for
the protection of the party in whose favor they operate.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 13 of 26
P. Counterparts and Facsimile Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one agreement. A facsimile signature to this Agreement shall
be deemed an original and binding upon the party against whom enforcement is sought.
Q. Social Impact Bonds. The Parties acknowledge and agree that, because of nature of the
outcome payments associated with social impact bonds and other "pay for success"
arrangements, investors will be more likely to select programs with proven records and
evaluation techniques that maximize the chances of demonstrating positive outcomes.
such as the Program. Recognizing that investors may want to have more control over
Program implementation to shore up investment, Agency shall request NFP's prior
written consent before entering into any such agreements, including responses to
solicitations for such agreements.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date set forth herein by their duly authorized representatives.
For NFP:
Nurse-Family Partnership
By:--=--f-'-'-,..J.-·<;::;.. .• _·1Lt_i, _/l-_)·_1t·"_A...,._-:t._z_:~;:i_·' -
Sig ature
Ro ne White President & CEO
P nted Name & Title
Federal EIN: 20-0234163
For Agency:
County of Fresno, a Political Subdivision of
the State of California
Deborah A. Poochigian
Chairman, Board of Supervisors
Printed Name & Title
Date ~ J..7) UJI5'
"·~ (\ "" By: .--"}\.f..< ~b' NC ~·I 'if
Bernice E. Seidel
Clerk, Board of Supervisors
Printed Name & Title
PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED
Fresno_ CA_NFPAgrmt_Exp2018063Q.docx Page 14 of26
Fre sno_CA_NFPAgrmt_Exp20 180630 .docx
APPROVED AS TO LEGAL: FORM:
DANIEL C. CEDERBORG , COUNTY
COUNSEL .
By f.)/µfµ)
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C .P.A , AUDITOR-
CONTROLLER/TREASURE-T AX
CONTROLLER
By Q&.tl~
REVIEWED AND RECOMMENDED FOR
APPROVAL:
By ddrd/L
David Pomaville
Director
Department of Public Health
Fund/Subclass :
Organization :
Account/Program:
0001/10000
56201 719/56201718
7295/0
Page 15 of 26
EXHIBIT A. NURSE-FAMILY PARTNERSHIP MODEL ELEMENTS
When the Program is implemented in accordance with these Model Elements, the Parties can
reasonably have a high level of confidence that results will be comparable to those measured in
research. Conversely, if implementation does not incorporate these Model Elements, results
may be different from research results.
Element 1 Client participates voluntarily in the Nurse-Family Partnership program.
Element 2 Client is a first-time mother.
Element 3 Client meets low- income criteria at intake.
Element 4 Client is enrolled in the program early in her pregnancy and receives her first
home visit by no later than the end of the 28th week of pregnancy.
Element 5 Client is visited one to one, one Nurse Home Visitor to one first-time mother/
family.
Element 6 Client is visited in her home.
Element 7 Client is visited throughout her pregnancy and the first two years of her child’s life
in accordance with the current Nurse-Family Partnership Guidelines.
Element 8 Nurse Home Visitors and Nursing Supervisors are registered professional nurses
with a minimum of a Baccalaureate degree in nursing.
Element 9 Nurse Home Visitors and Nursing Supervisors complete educational sessions
required by NFP NSO and deliver the intervention with fidelity to the NFP Model.
Element 10 Nurse Home Visitors, using professional knowledge, judgment, and skill, apply
the Nurse-Family Partnership Visit-to-Visit Guidelines individualizing them to the strengths and
challenges of each family and apportioning time across defined program domains.
Element 11 Nurse Home Visitors apply the theoretical frameworks that underpin the program,
emphasizing Self-Efficacy, Human Ecology, and Attachment theories, through current clinical
methods
Element 12 A full time Nurse Home Visitor carries a case load of no more than 25 active
clients.
Element 13 A full-time Nursing Supervisor provides supervision to no more than 8 individual
Nurse Home Visitors
Element 14 Nursing Supervisors provide Nurse Home Visitors clinical supervision with
reflection, demonstrate integration of the theories, and facilitate professional development
essential to the Nurse Home Visitor role through specific supervisory activities including 1:1
clinical supervision, case conferences, team meetings and field supervision.
Element 15 Nurse Home Visitor and Supervisors collect data as specified by the NFP NSO
and use NFP Reports to guide their practice, assess and guide program implementation, inform
clinical supervision, enhance program quality, and demonstrate program fidelity.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 16 of 26
Element 16 Nurse-Family Partnership Implementing Agency is located in and operated by an
organization known in the community for being a successful provider of prevention services to
low-income families.
Element 17 Nurse-Family Partnership Implementing Agency convenes a long-term
Community Advisory Board that meets at least quarterly to promote a community support
system to the program and to promote program quality and sustainability.
Element 18 Adequate support and structure shall be in place to support Nurse Home Visitors
and Nursing Supervisors to implement the program and to assure that data is accurately
entered into the data base in a timely manner.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 17 of 26
EXHIBIT B. NURSE-FAMILY PARTNERSHIP SUPPORT FOR AN AGENCY
To help Agency implement the Program with Fidelity to the Model, NFP provides the following
support to Agency:
I. NFP provides support to help Agency prepare to implement the Program including:
A. Materials to help Agency:
1. Maintain Agency’s work space;
1. Maintain telecommunications and computer capabilities;
2. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and
administrative support staff;
3. Maintain and improve a network of sources who may refer low-income, first-time
mothers to Agency;
4. Facilitate enrollment of Clients;
5. Maintain and improve a network of social services that can provide support to
Agency’s Clients;
6. Work with media;
7. Inform the community and build support for Agency, the Program, and Program
Benefits;
8. Establish and maintain strong, stable, and sustainable funding for Agency
operations.
R. An ETO users’ manual, which provides instructions describing what data must be
collected for ETO by Agency staff, how that data must be entered into ETO, and how
reports can be obtained. NFP may modify the ETO users’ manual from time to time and
will provide Agency with updated versions on a timely basis.
S. Access to an Internet-based discussion forum with other entities that are implementing
the Program.
T. A visit to Agency by a member of NFP staff to offer direct consultation on Program
implementation.
II. NFP provides ongoing support to Agency via telephone and email during Program
implementation and operation, including:
A. Consultation with respect to topics such as human resources, developing community
support, keeping interested constituencies informed about progress and results,
planning and implementing expansion, and sustaining and increasing funding;
B. Clinical consultation for Program Supervisors and Nurse Home Visitors;
C. Consultation regarding data collection, entry, management, and interpretation.
D. On-site consultation as is mutually deemed necessary and appropriate.
III. NFP provides a description of education programs, both required and optional, and a
schedule of upcoming education events and locations. NFP may modify the specific names,
descriptions, and content of education programs, as well as their schedule and locations
from time to time and will inform Agency of such modifications on a timely basis.
IV. NFP provides education to Program Supervisors and Nurse Home Visitors at dates and
locations to be determined by NFP. Education will cover the following topics:
A. The Program, Program Benefits, and Model Elements;
B. Use of ETO, including data collection, entry, management, and interpretation;
C. Implementation of the Program using the NFP Visit-to-Visit Guidelines and associated
tools and materials;
D. Knowledge and skills needed by the NFP Program Supervisor; and
E. Other aspects of the Program that NFP believes are warranted for successful Program
implementation by the staff at Agency.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 18 of 26
V. NFP provides Visit-to-Visit Guidelines and other materials to help Program Supervisors and
Nurse Home Visitors implement the Program with Fidelity to the Model Elements. NFP may
modify the Visit-to-Visit Guidelines from time to time and will provide Agency with updated
versions on a timely basis.
VI. NFP provides support for Agency’s use of ETO, including:
A. Monitoring the Agency’s data collection and entry activity and quality and providing
feedback to Agency as appropriate;
B. Maintaining and supporting ETO software;
C. Upgrading ETO software when deemed necessary by NFP; and
D. Technical assistance via telephone or e-mail to support Agency’s use of ETO.
VII. NFP provides implementation reports and evaluation reports at such times as NFP deems
commercially reasonable and necessary to meet the needs of Agency and entities to which
Agency may be obligated to provide such information. Subject to applicable federal and
state laws, if any, such reports cover:
A. Agency activity. Reports designed primarily for Program Supervisors and Nurse Home
Visitors to help them manage Nurse Home Visitor activity.
B. Quality improvement. Reports aimed to help Agency improve Fidelity to the Model
including reports designed (i) to assist Program Supervisors and Nurse Home Visitors
identify and prioritize actions for improving Program outcomes, and (ii) to help NFP staff
assess how Agencies are performing with respect to Fidelity to the Model.
C. Program outcomes. Reports designed to help Program Supervisors and funding
decision makers assess the effectiveness of the Program as applied to Agency’s
particular circumstances.
D. These reports are available on a pre-defined schedule or from the ETO Website on
demand. NFP may modify the Program Reports from time to time.
VIII. NFP will provide art work and color and usage guidelines to help Agency develop and
produce communications materials that properly use the NFP trademark, logo, tag lines, and
other copyrighted or otherwise protected language, images, and materials controlled by
NFP.
IX. From time to time, NFP may engage either internal or external auditors to evaluate the
performance of the Agency. Agency will cooperate fully with any quality audit that is
undertaken by or on behalf of NFP.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 19 of 26
EXHIBIT C. FEES FOR NURSE-FAMILY PARTNERSHIP SERVICES
NFP FEES FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE AS FOLLOWS, SUBJECT TO
CHANGE IN ACCORDANCE WITH SECTION IV E:
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $4,272.00
7/1/2016 6/30/2017 $4,400.00
7/1/2017 6/30/2018 $4,532.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $771.00
7/1/2016 6/30/2017 $794.00
7/1/2017 6/30/2018 $818.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $504.00
7/1/2016 6/30/2017 $519.00
7/1/2017 6/30/2018 $535.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $543.00
7/1/2016 6/30/2017 $559.00
7/1/2017 6/30/2018 $576.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $7,398.00
7/1/2016 6/30/2017 $7,620.00
7/1/2017 6/30/2018 $7,848.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $8,869.00
7/1/2016 6/30/2017 $9,132.00
7/1/2017 6/30/2018 $9,408.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $5,321.00
7/1/2016 6/30/2017 $5,484.00
7/1/2017 6/30/2018 $5,640.00
Price Effective Date End Date Unit Price Unit of Measure
7/1/2015 6/30/2016 $2,902.00
7/1/2016 6/30/2017 $2,988.00
7/1/2017 6/30/2018 $3,078.00
Price Effective Date End Date Unit Price Unit of Measure
$3,439.00 Data Transfer Set-Up Fee
$575.00 Quarterly transmission
7/1/2016 6/30/2017 $588.00 Quarterly transmission
7/1/2017 6/30/2018 $612.00 Quarterly transmission
7/1/2015 6/30/2016
Data Transmission is an optional service (Invoiced on the Price Effective Date)
Annual Nurse Consultation Fee for Each Additional Program Supervisor at a Location
Program Supervisor Expansion or Replacement Fee (Invoiced at the time of hire)
One time per Expansion or Replacement
Program Supervisor
per Year
(Invoiced annually on the Price Effective Date)
Per Program Supervisor Position
per Year
Per Program Supervisor Position
per Year
Annual Nurse Consultation Fee for Each First Program Supervisor at a Location
(Invoiced annually on the Price Effective Date)
Per Program Supervisor Position
per Year
One time per Supervisor
Initial NFP Program Supervisor Education Fee (Invoiced upon completion of the first face-to-face session)
( p p )
Initial NFP Education Fee (Invoiced upon completion of the face-to-face session)
One time per NHV or Supervisor
Annual Program Support Fee (Invoiced annually on the Price Effective Date)
One time per NHV Trainee
NFP Agency Administrator Education Fee (Invoiced upon completion of the first face-to-face session)
One time per Administrator
Initial NFP Educational Materials Fee (Invoiced upon completion of the face-to-face NHV Education session)
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 20 of 26
EXHIBIT D. HIPAA BUSINESS ASSOCIATE ADDENDUM
I. NFP is considered a Business Associate of Agency, as NFP either: (A) performs certain
functions on behalf of or for Agency that may involve the use or disclosure of protected
individually identifiable health information by Agency to NFP, or the creation or receipt of
PHI by NFP on behalf of Agency; or (B) provides legal, actuarial, accounting, consulting,
data aggregation, management, administrative, accreditation, financial or social services for
Agency involving the disclosure of PHI.
II. Agency and NFP mutually agree to incorporate the terms of this Exhibit into the Agreement
to comply with the requirements of the Health Insurance Portability and Accountability Act of
1996 (“HIPAA”) and HIPAA’s implementing regulations, Title 45, Parts 160 and 164 of the
Code of Federal Regulations (“Security and Privacy Rule”), as amended by HITECH. If any
conflict exists between the terms of the Agreement and this Exhibit, the terms of this Exhibit
shall govern.
III. This Exhibit is specific to those services and programs included in the Agreement where it
has been concluded that NFP is performing specific functions on behalf of Agency that have
been determined to be covered under the HIPAA Security and Privacy Rule. NFP’s
activities within the Agreement may include, but are not limited to the following: (i) data
analysis, processing or administration, (ii) quality assurance, (iii), billing, and (iv) other
management or administrative functions where NFP may not otherwise be subject to the
HIPAA Security and Privacy Rule, including also health services functions.
IV. Definitions:
A. Protected Health Information (PHI) means any information, whether oral or recorded in
any form or medium, including Electronic Health Records (EHR), that: (i) relates to the
past, present or future physical or mental condition of any Individual; the provision of
health care to an Individual; or the past, present or future payment of the provision of
health care to an Individual; and (ii) identifies the Individual, or with respect to which
there is a reasonable basis to believe the information can be used to identify the
Individual. PHI includes demographic information unless such information is de-
identified according to the Security and Privacy Rule.
B. Individual means the person who is the subject of PHI, and shall include a person who
qualifies under the Security and Privacy Rule as a personal representative of the
Individual.
V. Capitalized terms used in this Exhibit, but not otherwise defined, shall have the same
meaning as those terms in the Security and Privacy Rule, as amended from time to time.
VI. Prohibition on Unauthorized Use or Disclosure of PHI: NFP shall not use or disclose any PHI
received from or on behalf of Agency except as permitted by the Security or Privacy Rule, or
as required by law, or as otherwise authorized in writing by Agency.
VII. Use and Disclosure of Protected Health Information: Except as described in Section IV, NFP
may use or disclose PHI only for the following purpose(s):
A. For the proper management and administration of the functions and activities related to
the provision of healthcare services specified within the Agreement.
B. For meeting its obligations as set forth in any agreements between the parties
evidencing their business relationship.
C. As would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure
were made by Agency or as required by applicable law, rule or regulation.
D. For Data Aggregation purposes for the Health Care Operations of Agency.
E. For use in NFP’s operations as described in the Agreement.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 21 of 26
VIII. Disclosures of PHI shall, to the extent practicable, be limited to the applicable limited
data set and to the minimum necessary information to accomplish the intended purpose of
the use, disclosure or request unless otherwise determined by guidance of the Secretary of
the U.S. Department of Health and Human Services (“Secretary”).
IX. Use of PHI for Certain of NFP’s Operations: NFP may use and/or disclose PHI it creates for,
or receives from, Agency to the extent necessary for NFP’s proper management and
administration, or to carry out NFP’s legal responsibilities, only if:
A. The disclosure is required by law.
B. NFP obtains reasonable assurances, evidenced by written contract, from any person or
organization to which NFP shall disclose such PHI that such person or organization
shall:
C. Hold such PHI in confidence and use or further disclose it only for the purpose for which
NFP disclosed it to the person or organization, or as required by law; and
D. Notify NFP, who shall in turn promptly notify Agency, of any instance which the person
or organization becomes aware of in which the confidentiality of such PHI was breached.
X. Safeguarding of PHI: NFP shall develop, implement, maintain, and use appropriate
administrative, technical, and physical safeguards to prevent the improper use or disclosure
of all PHI, in any form or media, received from or created or received by Agency on behalf
of, Agency. NFP shall document and keep these security measures current, consistent with
HIPAA Security regulations. NFP shall cooperate and respond in good faith to any
reasonable request from Agency to discuss and review NFP’s safeguards.
XI. Subcontractors and Agents: If NFP provides any PHI which was received from, or created
for Agency, to a subcontractor or agent, then NFP shall require such subcontractor or agent
to agree to the same restrictions and conditions as are imposed on NFP by this Exhibit and
by sections 164.502 and 164.504(e) of Title 45 of the Code of Federal Regulation, as
amended from time to time. NFP shall keep Agency informed of the identities of all
subcontractors having access to PHI created, received, maintained or transmitted on behalf
of Agency.
XII. Access to PHI: At the direction of Agency, NFP agrees to provide access to any PHI held by
NFP which Agency has determined to be part of Agency’s Designated Record Set, in the
time and manner designated by Agency. This access will be provided to Agency or, as
directed by Agency, to an Individual, in order to meet the requirements under the Security
and Privacy Rule.
XIII. Reporting of Unauthorized Disclosures or Misuse of PHI: NFP shall report to Agency any
unauthorized acquisition, access, use or disclosure of PHI. NFP shall make the report to
Agency not less than three (3) business days after NFP learns of such use or disclosure.
NFP’s report shall identify: (i) each individual protected by this Exhibit whose PHI has been,
or is reasonably believed by NFP to have been, accessed, acquired or disclosed, (ii) the
nature of the unauthorized use or disclosure, (iii) the PHI used or disclosed, (iv) who made
the unauthorized use or received the unauthorized disclosure, (v) what NFP has done or
shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (vi)
what corrective action NFP has taken or shall take to prevent future similar unauthorized
use or disclosure. NFP shall provide such other information, including a written report, as
reasonably requested by NFP.
XIV. Mitigating Effect of Unauthorized Disclosure or Misuse of PHI: NFP agrees to mitigate, to
the extent practicable, any harmful effect that is known to NFP of a misuse or unauthorized
disclosure of PHI by NFP in violation of the requirements of this Exhibit.
Fresno_CA_NFPAgrmt_Exp20180630.docx Page 22 of 26
XV. Notification Requirements In the event of Unauthorized Disclosure or Misuse of PHI. In the
event of a Breach, NFP agrees to take the following steps within 60 days:
A. Provide written notice by first-class mail to the Individual or next of kin if the Individual is
deceased, at the last known address of the Individual or next of kin, or if specified as a
preference by the Individual, by electronic mail.
B. If contact information is insufficient to provide notice to an individual, provide a substitute
form of notice; and, where there are 10 or more Individuals with insufficient contact
information, make a conspicuous posting as required by the Secretary as provided on
the Secretary’s official web site.
C. If the Breach involves the PHI of more than 500 Individual residents of the state, notify
prominent media outlets.
D. Include in notice to individuals: (i) a brief description of what happened; (ii) a description
of the type of information involved; (iii) steps Individuals should take to protect
themselves from potential harm resulting from the Breach; a description of what is being
done to investigate the Breach, mitigate losses and protect against further breaches; and
(iv) contact procedures for Individuals to obtain further information.
E. Comply with any other notice requirements of the Security and Privacy Rule, the ARRA
of 2009 or guidance statements of the Secretary, as amended from time to time.
XVI. Log of Unauthorized Disclosure or Misuse of PHI: NFP shall maintain a log of any
Breach covered by this Exhibit and shall annually submit such log to the Secretary of the
U.S. Department of Health and Human Services as required by section 13400 of the ARRA
of 2009 and to Agency. NFP shall provide immediate notice to the Secretary and Agency of
any breach of the PHI of 500 or more Individuals.
XVII. Accounting to Agency and to Government Agencies: NFP shall make its internal
practices, books, and records relating to the use and disclosure of PHI available to Agency,
or at the request of Agency, to the Secretary or his/her designee, in a time and manner
designated by Agency or the Secretary or his/her designee, for the purpose of determining
NFP’s compliance with the Security and Privacy Rule. NFP shall promptly notify Agency of
communications with the Secretary regarding PHI provided by or created by Agency and
shall provide Agency with copies of any information NFP has made available to the
Secretary under this provision.
XVIII. Prohibition on Sale of Electronic Health Records or Protected Health Information: NFP
shall not receive remuneration in exchange for any EHR or PHI of an Individual received
from or on behalf of Agency.
XIX. Term and Termination: In addition to the rights of the parties established by the
Agreement, if Agency reasonably determines in good faith that NFP has materially breached
any of its obligations under this Addendum, Agency, in its sole discretion, shall have the
right to:
A. exercise any of its rights to reports, access and inspection under this Exhibit; and/or
B. require NFP to submit to a plan of monitoring and reporting, as Agency may determine
necessary to maintain compliance with this Exhibit, and/or
C. provide NFP with a 30 day period to cure the breach; or
D. terminate the Agreement immediately.
XX. Before exercising any of these options, Agency shall provide written notice to NFP
describing the violation and the action it intends to take.
XXI. Return or Destruction of PHI: The Parties agree that the return or destruction of PHI or
Health Information is not feasible, due to data integrity and ongoing Program evaluation.
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Therefore, NFP shall extend the protections of this Exhibit to PHI and Health Information
received from or created on behalf of Agency, and limit further uses and disclosures of such
PHI, for so long as NFP maintains the PHI.
XXII. Miscellaneous:
A. Automatic Amendment: Upon the effective date of any amendment to the regulations
promulgated by the Secretary with regard to PHI, this Exhibit shall automatically amend
so that the obligations imposed on NFP remain in compliance with such regulations.
B. Interpretation: Any ambiguity in this Exhibit shall be resolved in favor of a meaning that
permits Agency to comply with the Security and Privacy Rule.
XXIII. The Parties acknowledge that, in the course of providing the services to Agency under
the terms of the Agreement, NFP will be enabling the Prevention Research Center for
Family and Child Health (“PRC”), an organization which is part of the University of Colorado
at Denver and Health Sciences Center, to access data that may be PHI for the purposes of
research, analysis, and reporting. NFP will ensure that PRC and its employees and NFP’s
agents, employees, subcontractors or others to whom it provides PHI received by or created
by NFP on behalf of Agency agree to the same restrictions and conditions that apply to NFP
with respect to such information. NFP also agrees to take all reasonable steps to ensure
that its employees’, agents’, or subcontractors’ actions or omissions do not cause NFP to
breach the terms of this Addendum. NFP will use all appropriate safeguards to prevent the
use or disclosure of PHI other than pursuant to the terms and conditions of this Agreement
and Exhibit.
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EXHIBIT E. AGENCY RESPONSIBILITIES
To ensure that the Nurse-Family Partnership Program is implemented with Fidelity to the Model,
Agency will undertake the following actions during initial implementation and ongoing operation:
I. Agency will:
A. Maintain an appropriate work space for staff who are to implement the Program;
B. Maintain appropriate telecommunications and computer capabilities for staff;
C. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and administrative
support staff;
D. Maintain and improve a network of referral sources who may refer low-income, first-time
mothers to Agency;
E. Enroll clients that meet the criteria specified in the Model Elements.
F. Maintain and improve a network of social services that can provide support to Agency’s
Clients;
G. Work with media to ensure timely and accurate communication to the public about the
Program and its implementation by Agency;
H. Inform the community and build support for Agency, the Program, and Program Benefits;
I. Establish and maintain strong, stable, and sustainable funding for Agency operations.
J. Utilize NFP’s Internet-based discussion forum to share learning with other entities that
are implementing the Program.
II. Agency will keep NFP informed of implementation issues that arise.
III. Agency will ensure that all Program Supervisors, nurses, and administrative staff attend,
participate in, and/or complete education programs required by NFP, do so on a timely
basis, and, upon completion, demonstrate a level of competence deemed satisfactory by
NFP.
IV. Agency will ensure that no Nurse Home Visitor is assigned a case load or makes a Client
visit (except in the company of an NFP-educated Nurse Home Visitor) until after she/he has
completed education on the Program, Program Benefits, Model Elements, use of the ETO,
and implementation of the Program for mothers who are pregnant.
V. Agency will implement the Program in accordance with Visit-to-Visit Guidelines including:
A. Ensure enrollment of 25 first-time mothers per full-time Nurse Home Visitor within nine
months of beginning implementation and make best efforts to maintain that level of
enrollment on an ongoing basis;
B. Ensure that each full-time Nurse Home Visitor carries a caseload of not more than 25
active families;
C. Maintain the established visit schedule; and
D. Ensure that the essential Program content as described in the Visit-to-Visit Guidelines is
covered with Clients by Nurse Home Visitors.
VI. Agency will ensure the availability of appropriate, fully functioning computer systems and
software at Agency for use of ETO and for communication with NFP by email.
VII. Agency will ensure that Program Supervisors and Nurse Home Visitors (a) collect required
data on client visits and enter it in ETO completely and accurately within one week of each
client visit and (b) enter any other data for ETO completely and accurately on or before the
last day of each calendar month, taking all appropriate steps to maintain client confidentiality
and obtain any necessary written permissions or agreements for data analysis or disclosure
of protected health information, in accordance with HIPAA (Health Insurance Portability and
Accountability Act of 1996) regulations, including, but not limited to, authorizations, data use
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agreements, business associate agreements, as necessary. Failure of Agency to comply
with any applicable provision of HIPAA will constitute a breach of this Agreement.
VIII. Agency will ensure that Program Supervisors:
A. Aim to develop a supportive relationship with the Nurse Home Visitors she/he
supervises;
B. Meet one-on-one with each Nurse Home Visitor at least weekly to provide clinical
supervision using reflection, preferably in person but by telephone where travel
constraints limit nurse or Program Supervisor mobility;
C. Run activity reports and quality improvement reports from the ETO Website on a timely
basis (typically monthly); use such reports to assess areas where systems,
organizational, or operational changes are needed in order to enhance the overall quality
of program operations; and develop and implement action plans based on such
assessments.
IX. Agency will develop a Community Advisory Board with diverse representation (for example,
health, mental health, education, criminal justice, youth, business, social services, faith-
based leaders, other prominent community organization leaders) to ensure broad-based
community support for Agency’s implementation of the Program.
X. NFP will periodically assess the extent to which Agency is implementing the Program with
Fidelity to the Model. When such assessment indicates opportunities for Agency to improve
its results by strengthening Fidelity to the Model, NFP staff will meet with Agency
supervision and mutually develop a plan to do so.
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