HomeMy WebLinkAboutAgreement A-23-496 with BAART Behavioral Health Services Inc.pdf II
DocuSign Envelope ID: 6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
Agreement No. 23-496
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 19, 2023 and is between
3 BAART Behavioral Health Services, Inc., a California stock corporation ("Contractor"), and the
4 County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. County, through its Department of Behavioral Health (DBH), has determined there is a
7 need for certain incarcerated persons at County's Detention Facilities to receive Narcotic
8 Treatment Program (NTP) services for Opioid Use Disorders.
9 B. Contractor has the necessary certification, licensure and permits from the Department of
10 Health Care Services (DHCS) and the U.S. Drug Enforcement Administration (DEA) and is
11 willing and able to provide NTP services as required by the County, pursuant to both Title 9 and
12 22 of the California Code of Regulations, California Health and Safety Code Sections 11750 et
13 seq., the California Alcohol and Drug Standards and per the terms and conditions of this
14 agreement.
15 C. County entered into Agreement No.18-292 with Contractor on June 5, 2018, amended
16 by Agreement on March 28, 2023, collectively Agreement No. 23-121, which expired June 30,
17 2023.
18 D. The compensation for services provided by Contractor in Fiscal Year 2022-23 exceeded
19 the maximum compensation estimated by DBH in Agreement No. 18-292, and a new agreement
20 is required to ensure the contractor is fully compensated for services provided as agreed upon
21 in Agreement No. 18-292.
22 E. This Agreement extends the period of time NTP services are provided by Contractor to
23 August 31, 2023.
24 F. The parties desire to execute this Agreement effective retroactive to June 1, 2023, to
25 evidence the intent and actions of the parties for an agreement of NTP services, based on the
26 terms and conditions of Agreement No. 18-292 as amended.
27 The parties therefore agree as follows:
28
1
II
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
1 1. Original Agreement. Notwithstanding anything to the contrary in Agreement No.
2 18-292 as amended, Agreement No. 18-292 as amended is incorporated herein as though its
3 terms and conditions are fully set forth below, as modified by the terms and conditions set forth
4 below. Agreement No. 18-292 as amended, and as modified by the terms and conditions set
5 forth below, constitutes the entire agreement and understanding between Contractor and
6 County concerning the subject matter of this Agreement for the term of this Agreement, and
7 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
8 publications, and understandings of any nature whatsoever unless expressly included in and
9 modified by this Agreement.
10 2. Term. This Agreement is effective retroactive to June 1, 2023 and terminates on
11 August 31, 2023.
12 3. Compensation. The County agrees to pay, and the Contractor agrees to
13 receive, compensation for the performance of its services under this Agreement as described in
14 Exhibit A to this Agreement, titled "Compensation." In no event shall services performed under
15 this Agreement be in excess of reimbursement rates during the term of this Agreement.
16 4. Maximum Compensation. The maximum compensation payable to the
17 Contractor under this Agreement is Two Hundred Seventy Thousand, Seventy-Six and 82/100
18 Dollars ($270,076.82).
19 The maximum compensation payable to the Contractor under this Agreement
20 for the period of June 1, 2023, through June 30, 2023, shall not exceed Thirty-Two Thousand,
21 Three-Hundred Seventeen and 95/100 dollars ($32,317.95), of which, Seven Thousand, Two
22 Hundred Forty-One and 13/100 dollars ($7,241.13) has already been paid to Contractor.
23 For the period of July 1, 2023, through August 31, 2023, the maximum
24 compensation payable to the Contractor shall not exceed Two Hundred Forty-Five Thousand
25 and No/100 Dollars ($245,000.00) based on compensation rates in Exhibit A of this Agreement.
26 The Contractor acknowledges that the County is a local government entity, and
27 does so with notice that the County's powers are limited by the California Constitution and by
28 State law, and with notice that the Contractor may receive compensation under this Agreement
2
II
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
1 only for services performed according to the terms of this Agreement and while this Agreement
2 is in effect, and subject to the maximum amount payable under this section. The Contractor
3 further acknowledges that County employees have no authority to pay the Contractor except as
4 expressly provided in this Agreement.
5 5. Consistent Federal Income Tax Position. Contractor acknowledges that the
6 County Jail in Downtown Fresno has been acquired or improved (and is situated on land that
7 has been acquired) using net proceeds of governmental tax-exempt bonds ("Bond-Financed
8 Facility"). Contractor agrees that, with respect to this Agreement and the Bond-Financed
9 Facility, Contractor is not entitled to take, and shall not take, any position (also known as a "tax
10 position") with the Internal Revenue Service that is inconsistent with being a "service provider"
11 to the County, as a "qualified user" with respect to the Bond-Financed Facility, as "managed
12 property," as all of those terms are used in Internal Revenue Service Revenue Procedure 2016-
13 44 and 2017-13, as applicable, and to that end, for example, and not as a limitation, Contractor
14 agrees that Contractor shall not, in connection with any federal income tax return that they file
15 with the Internal Revenue Service or any other statement or information that it provides to the
16 Internal Revenue Service, (a) claim ownership, or that it is a lessee, of any portion of the Bond-
17 Financed Facility, or (b) claim any depreciation or amortization (as referenced in Internal
18 Revenue Service Revenue Procedure 2016-44) or amortization deduction (as referenced in
19 Internal Revenue Service Revenue Procedure 2017-13), investment tax credit, or deduction for
20 any payment as rent with respect to the Bond-Financed Facility.
21 6. Use of Facilities. This Agreement does not grant to Contractor any right to
22 control or exclusively possess all or any portion of any County facility and at any time authorized
23 County staff may enter County facilities where Contractor is providing services.
24 7. Electronic Signatures. The parties agree that this Agreement may be executed
25 by electronic signature as provided in this section.
26 (A) An "electronic signature" means any symbol or process intended by an individual
27 signing this Agreement to represent their signature, including but not limited to (1) a
28 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
3
II
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
1 electronically scanned and transmitted (for example by PDF document) version of an
2 original handwritten signature.
3 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
4 equivalent to a valid original handwritten signature of the person signing this Agreement
5 for all purposes, including but not limited to evidentiary proof in any administrative or
6 judicial proceeding, and (2) has the same force and effect as the valid original
7 handwritten signature of that person.
8 (C) The provisions of this section satisfy the requirements of Civil Code section
9 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
10 Part 2, Title 2.5, beginning with section 1633.1).
11 (D) Each party using a digital signature represents that it has undertaken and
12 satisfied the requirements of Government Code section 16.5, subdivision (a),
13 paragraphs (1) through (5), and agrees that each other party may rely upon that
14 representation.
15 (E) This Agreement is not conditioned upon the parties conducting the transactions
16 under it by electronic means and either party may sign this Agreement with an original
17 handwritten signature.
18 8. Counterparts. This Agreement may be signed in counterparts, each of which is
19 an original, and all of which together constitute this Agreement.
20 9. Because this Agreement is effective retroactive to June 1, 2023, any services
21 that have been performed, and for which compensation or reimbursement of expenses has
22 been paid, prior to the execution of this Agreement are hereby approved and ratified by the
23 parties. Except as modified herein, the terms and conditions of Agreement No. 18-292, as
24 amended, are ratified and restated herein in full, and all remaining terms and conditions
25 contained in Agreement No. 18-292, as amended, that are not modified herein, shall remain in
26 full force and effect during the term of this Agreement.
27 [SIGNATURE PAGE FOLLOWS]
28
4
ii
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
BAART Behavioral Health Services, Inc. COUNTY OF FRESNO
3
ocuSfgnedby:
4 F�(j,c V-,& ,Via
AMIMM
5 Name, I e S Q i tern Chairman of the Board of
Gilbert D'Andria S i of the County of Fresno
6 CFO
Attest:
7 1720 Lakepointe Drive, Suite 117 Bernice E. Seidel
Lewisville, TX 75057 Clerk of the Board of Supervisors
8 Phone No.: (469) 912-7451 County of Fresno, State of California
Contact: Ed Hunt
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 56302081
Account No.: 7295/0
13 Fund No.: 0001
Subclass No.:10000
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
Exhibit A
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit. The Contractor is not entitled to any compensation
except as expressly provided in this Exhibit.
In no event shall services performed under this Agreement be in excess of County-
approved reimbursement rates, incorporated herein (see Table "Narcotic Treatment Program
Rates for Contracted Providers"), and agreed upon by County and Contractor during the term of
this Agreement. It is understood that all expenses incidental to Contractor's performance of
services under this Agreement shall be borne by Contractor.
County shall reimburse Contractor the contractor-specific rates. Contractor rates cannot
exceed the DHCS-approved county maximum rates as published at:
https://www.dhcs.ca.gov/services/MH/Pages/medi-cal-behavioral-health-fee-schedules.aspx
County shall reimburse Contractor a per-trip rate of$25.00 in addition to the mileage at
the IRS rate.
For the period of June 1, 2023 through June 30, 2023, County shall reimburse
Contractor for mileage for staff traveling for work to and from Contractor's clinic to the County
Detention Facilities. The mileage reimbursement rate shall equal the prevailing rate established
by the Internal Revenue Service (IRS) and used by the County.
County shall reimburse Contractor the cost of fingerprinting Contractor staff for Jail
Clearance at a rate of$52.00 per employee.
A-1
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
Exhibit A
Narcotic Treatment Program Rates for Contracted Providers
I. County Approved FY 22-23 Rates:
Non-
Rate Perinatal Perinatal
Methadone Daily Rate $ 16.20 $ 17.45
Buprenorphine - Naloxone Combo Film Daily Rate $ 28.31 $ 39.37
Daily Buprenorphine - Naloxone Combo Tablets Daily Rate $ 31.80 $ 42.85
Buprenorphine Mono Daily Rate $ 31.32 $ 42.38
Disulfiram Daily Rate $ 11.30 $ 11.47
Monthly Buprenorphine Injectable (Sublocade) $1,970.17 $1,970.17
Naltrexone Injectable (Vivitrol) $2,151.97 $2,151.97
As needed Naloxone HCL- 2 pack (Generic) $ 77.43 $ 77.43
Naloxone HCL- 2 pack (Narcan) $ 144.96 $ 144.96
II. County Approved FY 23-24 Rates:
Non-
Rate Perinatal Perinatal
Methadone Daily Rate $19.19 $29.47
Buprenorphine-Naloxone Combo Film Daily
Rate $28.68 $39.89
Daily Buprenorphine-Naloxone Combo Tablets Daily
Rate $32.22 $43.42
Buprenorphine Mono Daily Rate $31.73 $42.94
Disulfiram Daily Rate $11.45 $11.62
Monthly Buprenorphine Injectable (Sublocade) $1,996.21 $1,996.21
Naltrexone Injectable(Vivitrol) $2,180.41 $2,180.41
As needed Naloxone HCL-2 pack (Generic) $106.07 $106.07
Naloxone HCL-2 pack (Narcan) $144.96 $144.96
Practitioner Rate
Minimum Direct
Provider Type Provider Rate Per Hour Care Percentage
RN $370.76 40%
MID $912.79 N/A
A-2
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
Exhibit N
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
N-1
DocuSign Envelope ID:6226DD6F-3DC1-43B1-9CDB-D5FCOBB8090E
Exhibit N
(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: FDate:
N-2