Loading...
HomeMy WebLinkAboutAgreement A-16-060 with UHC.pdf COUNTY OF FRESNO Fresno, CA - 1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT THIS AGREEMENT is made and entered into this _______ day of ________________, 2016, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY", and United Health Centers of the San Joaquin Valley, Incorporated, a California Non-Profit Organization, whose address is 650 Zediker Avenue Building 3, Parlier, California, 93648-0790, hereinafter referred to as "CONTRACTOR". W I T N E S S E T H: WHEREAS, COUNTY, through its Department of Public Health, seeks to build community- clinical linkages and health systems interventions to improve the quality of health care delivery under the Department’s Lifetime of Wellness, Communities in Action (LWCA) program; and WHEREAS, COUNTY, is in need of a federally qualified health center to provide primary preventative medical services to support healthy lifestyles; and WHEREAS, COUNTY, will obtain authorization from California Department of Public Health to establish this Agreement; and WHEREAS, CONTRACTOR, has the facilities, equipment and personnel skilled in the provision of such services; and WHEREAS, CONTRACTOR, has established partnerships required to engage with community groups to implement LWCA program initiatives; and WHEREAS, CONTRACTOR, is qualified and is willing to provide such services, pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. RESPONSIBILITIES A. CONTRACTOR shall perform all services and fulfill all responsibilities identified in Exhibit A, attached hereto and by this reference incorporated herein. B. CONTRACTOR shall perform all services and fulfill all responsibilities as specified in the COUNTY’s Request for Proposals (RFP) No. 952-5380 dated September 15, 2015 and Addendum No. One (1) to COUNTY’s RFP No. 952-5380 dated September 28, 2015 (collectively COUNTY OF FRESNO Fresno, CA - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 referred to herein as COUNTY’s Revised RFP), and CONTRACTOR’s Response to said Revised RFP dated October 19, 2015, all incorporated herein by reference and made part of this Agreement. In the event of any inconsistency among these documents, the inconsistency shall be resolved by giving precedence in the following order of priority: 1) to this Agreement, including all Exhibits, 2) to the Revised RFP, 3) to the CONTRACTOR’s Response to the Revised RFP. A copy of COUNTY’s Revised RFP No. 952-5380 and CONTRACTOR’s Response thereto shall be retained and made available during the term of this Agreement by COUNTY’s DPH Office of Policy, Planning and Communication (OPPC) administrative unit. 2. TERM This Agreement shall become effective upon execution and shall terminate on the 30th day of September, 2018. This Agreement may be extended for one (1) additional twelve (12) month period upon the same terms and conditions herein set forth, pending available funding, unless written notice of nonrenewal is given by either CONTRACTOR or COUNTY or COUNTY’s DPH Director, or designee, not later than sixty (60) days prior to the close of the current Agreement term. 3. TERMINATION A. Non-Allocation of Funds - The terms of this Agreement, and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated at any time by giving CONTRACTOR thirty (30) days advance written notice. B. Breach of Contract - COUNTY may immediately suspend or terminate this Agreement in whole or in part, where in the determination of COUNTY there is: 1) An illegal or improper use of funds; 2) A failure to comply with any term of this Agreement; 3) A substantially incorrect or incomplete report submitted to COUNTY; 4) Improperly performed service. In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this Agreement or any default which may then exist on the part of CONTRACTOR. Neither COUNTY OF FRESNO Fresno, CA - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY’s option, such repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement. C. Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an intention to terminate to CONTRACTOR. 4. COMPENSATION COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation at the rates as identified in Exhibit B, attached hereto and incorporated herein by this reference. In no event shall actual services performed under this Agreement be in excess of Seven Hundred Ninety-Four Thousand, Thirty-One and No/100 Dollars ($794,031.00) during the period beginning upon execution through September 30, 2016. In no event shall actual services performed under this Agreement be in excess of Three Hundred Seventeen Thousand, Four Hundred Seventy- Two and No/100 Dollars ($317,472.00) during the period from October 1, 2016 through September 30, 2017. In no event shall actual services performed under this Agreement be in excess of Three Hundred Forty Thousand, Eight Hundred Fifteen and No/100 Dollars ($340,815.00) during the period from October 1, 2017 through September 30, 2018. It is understood that all expenses incidental to CONTRACTOR's performance of actual services under this Agreement shall be borne by CONTRACTOR. Payments by COUNTY shall be in arrears, for services provided during the preceding month, within forty-five (45) days after receipt and verification of CONTRACTOR's invoices by COUNTY's Department of Public Health. If CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation. 5. INVOICING CONTRACTOR shall invoice COUNTY monthly, in duplicate, addressed to the County COUNTY OF FRESNO Fresno, CA - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of Fresno, Department of Public Health, OPPC, P.O. Box. 11867, Fresno, CA 93775, Attention: LWCA Staff Analyst. CONTRACTOR shall include the following information on invoices submitted: contract number, invoice number, remittance details, expenditure start and end dates, and transaction analysis showing all itemized expenditures for the billing period. CONTRACTOR shall submit copies of program activity records with the monthly invoice, in accordance with the requirements set forth in Paragraphs 11 and 14 of this Agreement. 6. INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR's officers, agents, and employees will at all times be acting and 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 COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY 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, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'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, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 7. MODIFICATION COUNTY OF FRESNO Fresno, CA - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Any matters of this Agreement may be modified from time to time by the written consent of all the parties without, in any way, affecting the remainder. Notwithstanding the above, changes to line items in the budget, attached hereto as Exhibit B, that do not exceed ten percent (10%) of the maximum compensation payable to the CONTRACTOR, may be made with the written approval of COUNTY’s Department of Public Health Director, or designee. Said budget line item changes shall not result in any change to the maximum compensation amount payable to CONTRACTOR, as stated herein. 8. NON-ASSIGNMENT Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 9. HOLD-HARMLESS CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request, defend the COUNTY, 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 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, 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 CONTRACTOR, its officers, agents or employees under this Agreement. 10. INSURANCE Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A. Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including completed operations, product liability, contractual liability, Explosion, Collapse, and Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. COUNTY OF FRESNO Fresno, CA - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B. 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. C. Professional Liability If CONTRACTOR 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. D. Worker's Compensation A policy of Worker's Compensation Insurance as may be required by the California Labor Code. CONTRACTOR 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 the COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under the CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Within thirty (30) days from the date CONTRACTOR executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies, 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 coverage 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; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and COUNTY OF FRESNO Fresno, CA - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 the COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under the CONTRACTOR’s policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 11. CONFIDENTIALITY All services performed by CONTRACTOR under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. 1. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT COUNTY and CONTRACTOR each consider and represent themselves as covered entities as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 104-191(HIPAA) and agree to use and disclose protected health information as required by law. COUNTY and CONTRACTOR acknowledge that the exchange of protected health information between them is only for treatment, payment, and health care operations. COUNTY and CONTRACTOR intend to protect the privacy and provide for the security of Protected Health Information (PHI) pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated thereunder by the U.S. Department of Health and Human COUNTY OF FRESNO Fresno, CA - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Services (HIPAA Regulations) and other applicable laws. As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require CONTRACTOR to enter into a contract containing specific requirements prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations (CFR). 12. DATA SECURITY For the purpose of preventing the potential loss, misappropriation or inadvertent access, viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with the COUNTY for the purpose of providing services under this Agreement must employ adequate data security measures to protect the confidential information provided to CONTRACTOR by the COUNTY, including but not limited to the following: A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices CONTRACTOR may not connect to COUNTY networks via personally-owned mobile, wireless or handheld devices, unless the following conditions are met: 1) CONTRACTOR has received authorization by COUNTY for telecommuting purposes; 2) Current virus protection software is in place; 3) Mobile device has the remote wipe feature enabled; and 4) A secure connection is used. B. CONTRACTOR-Owned Computers or Computer Peripherals CONTRACTOR may not bring CONTRACTOR-owned computers or computer peripherals into the COUNTY for use without prior authorization from the COUNTY’s Chief Information Officer, and/or designee(s), including but not limited to mobile storage devices. If data is approved to be transferred, data must be stored on a secure server approved by the COUNTY and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection. Said data must be encrypted. C. COUNTY-Owned Computer Equipment COUNTY OF FRESNO Fresno, CA - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR or anyone having an employment relationship with the COUNTY, may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior authorization from the COUNTY’s Chief Information Officer, and/or designee(s). D. CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on any hard-disk drive, portable storage device, or remote storage installation unless encrypted. E. CONTRACTOR shall be responsible to employ strict controls to ensure the integrity and security of COUNTY’s confidential information and to prevent unauthorized access, viewing, use or disclosure of data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes COUNTY data internally and externally. F. Confidential client information transmitted to one party by the other by means of electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized. G. CONTRACTOR is responsible to immediately notify COUNTY of any violations, breaches or potential breaches of security related to COUNTY’s confidential information, data maintained in computer files, program documentation, data processing systems, data files and data processing equipment which stores or processes COUNTY data internally or externally. H. COUNTY shall provide oversight to CONTRACTOR’s response to all incidents arising from a possible breach of security related to COUNTY’s confidential client information provided to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals as required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a result of providing the required notification. 13. NON-DISCRIMINATION During the performance of this Agreement, CONTRACTOR shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religion, creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual COUNTY OF FRESNO Fresno, CA - 10 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 orientation, age, or military or veteran status pursuant to all applicable State of California and Federal statutes and regulations. 14. RECORDS A. Program Activity Records – CONTRACTOR shall maintain accurate records and program documentation of all completed activities throughout the Agreement term. These may include, but are not limited to, meeting dates, attendance logs, meeting minutes, invoices and back-up documentation, which may include receipts, agendas, and event flyers. CONTRACTOR shall submit copies of program activity records with the monthly invoice. B. Financial Records – CONTRACTOR shall maintain statistical records and reports made as required by the COUNTY’s Department of Public Health Director and the State. All such records shall be available for inspection by the designated Auditors of COUNTY or State at reasonable times during normal business hours. Upon expiration of this Agreement, CONTRACTOR shall prepare and submit to COUNTY a final cost report relative to services provided under this Agreement. C. Medical Records – Clinical records of each patient shall be the property of the CONTRACTOR and shall be maintained for seven (7) years or until audit findings are resolved. All such records shall be considered confidential patient records in accordance with California Welfare and Institutions Code, Section 5328, and the Code of Federal Regulations, Section 205.50, regarding the confidentiality of patients. Clinical records shall include evaluative studies in sufficient detail to make possible an evaluation by the COUNTY’s Department of Public Health Director, or designee, and shall be kept in accordance with the rules and regulations of the State of California. All records shall be retained until three years after the termination of the Agreement term and final payment from the State to the COUNTY. All records shall be considered the property of the COUNTY and shall be retained by the COUNTY at the termination of this Agreement. CONTRACTOR agrees to permit the State or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this Agreement and to allow interviews of any employees who might reasonably have information related to such records. 15. REPORTS COUNTY OF FRESNO Fresno, CA - 11 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR shall submit to the COUNTY’s Department of Public Health LWCA Project Coordinator, or designee, a detailed summary of all program activities completed monthly. In addition, CONTRACTOR shall also furnish to COUNTY such statements, records, reports, data and other information as COUNTY may request pertaining to matters covered by this Agreement. In the event that CONTRACTOR fails to provide such reports or other information required hereunder, it shall be deemed sufficient cause for COUNTY to withhold monthly payments until there is compliance. 16. COMPLIANCE WITH STATE REGULATIONS CONTRACTOR recognizes that COUNTY operates its LWCA program under an agreement (hereinafter referred to as the “State Agreement”) with the State of California Department of Public Health, and that under the State Agreement the State imposes certain requirements on the COUNTY and its subcontractors. As a subcontractor under the State Agreement, CONTRACTOR shall adhere to all applicable State requirements, including those identified in the Terms and Conditions of the State Agreement, attached hereto as Exhibit C and by this reference incorporated herein. It is understood that Exhibit C also grants COUNTY certain rights which are reserved to the State; such rights are fully described therein. 17. REFERENCES TO LAWS AND RULES In the event any law, regulation or policy referred to in this Agreement is amended during the term thereof, the parties hereto agree to comply with the amended provision as of the effective date of such amendment. 18. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest. COUNTY OF FRESNO Fresno, CA - 12 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 19. AUDITS AND INSPECTIONS CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's compliance with the terms of this Agreement. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546.7). 20. NOTICES The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY CONTRACTOR Director, County of Fresno Chief Executive Officer Department of Public Health United Health Centers P.O. Box 11867 P.O. Box 790 Fresno, CA 93775 Parlier, CA 93648 Any and all notices between the COUNTY and the CONTRACTOR provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to such party. 21. GOVERNING LAW The parties agree that for the purposes of venue, performance under this Agreement is to be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this COUNTY OF FRESNO Fresno, CA -13 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement shall be governed in all respects by the laws of the State of California. 22. SEVERABILITY The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in the Agreement shall not affect the other provisions. 23. ENTIRE AGREEMENT This Agreement, including all Exhibits, constitutes the entire agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 2 3 4 5 6 7 8 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and 10 11 12 13 year first hereinabove written. CONTRACTOR: UNITED HEALTH CENTERS OF THE SAN JOAQUIN VALLEY Date: ____ ,_, __ _ Chairman of the Board, or President, or any Vice President 14 By:--·--... 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Print Name: . ........ -~~-l .. Ua(&Q~g~ 11-+-. c) Title: ~ .... -................. --.. ·- Secretary (of Corporation), or any Assistant Secretary, or Chief Financial Officer, or any Assistant Treasurer Date: .... _ ...... _______ ..... -... - Mailing Address: P.O. Box 790 Parlier, CA 93648-0790 Phone: (559) 646-6618 Contact: Colleen Curtis, ChiefExecutive Officer -14 - COUNTY OF FRESNO: By: ~ /1.. .J. _i _A_-~ ••••••••''''''"''''''-'''''''''''''"''''''''''"'''''''!..''~~:;::::;.~.,,,,,,,,,,,,,,,,,,,,,,,,,,"'''~"""'""''''''''''0 Chairman, Board of Supervisors BERNICE E. SEIDEL, Clerk Board ofSupervisors PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED COUNTY OF FRESNO Jircsno, CA Exhibit A Scope of Work Page 1 of 22 YEAR 1 Component 1b: Strategies to build support for healthy lifestyles, particularity for those at high risk, to support diabetes and heart disease and stroke prevention efforts Program Strategy 1.5: Plan and execute strategic public data-driven actions through a network of partners and local organizations to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 County will identify a Health Clinic Subcontractor and assist them to develop partnerships with organizations (employer groups, insurers, health systems, community-based organizations (CBOs), diabetes health educators, coalitions, etc.) to promote the goals of the National Diabetes Prevention Program (NDPP). County will work with Health Clinic Subcontractor to provide NDPP training and certification to four identified Health Clinic System staff. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of meeting agendas/minutes, and list of identified partners. • a copy of certifications, and • training materials. 2 County will conduct NDPP capacity/readiness assessment utilizing an evaluation tool created by UCD with network partners to determine if resources are available within community to deliver the program. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the assessment results. • 3 Based on results of assessment, County will identify readiness of Health Clinic System to implement and sustain an NDPP. County will then develop a strategic plan to build capacity and implement a NDPP program in conjunction with Health Clinic Subcontractor. County will participate in planning for a statewide NDPP summit led by CDPH staff. Planning will include participation in planning meetings, developing summit materials, identifying appropriate key partners/stakeholders to identify the strategic direction and priorities for increasing referrals, utilization, and reimbursement of NDPP. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of meeting agendas/minutes, and • a copy of developed Spanish language materials. • a copy of planning meeting agendas/minutes. 4 County will work with Health Clinic Subcontractor to refer patients and interested community members to scheduled NDPP classes at Health Clinic System health centers. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a listing of classes scheduled, • referral and attendance logs (summary numbers only). Exhibit A Scope of Work Page 2 of 22 Program Strategy 1.5: Plan and execute strategic public data-driven actions through a network of partners and local organizations to build support for lifestyle change # Activity Timeline Responsible Deliverables 5 County will work with UCD to identify and collect public data for required performance measure 1.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 1.6: Implement evidence-based engagement strategies to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to conduct a strengths, weaknesses, opportunities, and threats (SWOT) analysis regarding lifestyle change with identified priority population(s), and/or organizations that serve them. In year 2, implement community engagement principles within identified communities. October 1 2015 - September 30, 2016 HE, HES1, HES2, Epidemiologist, and Health Clinic Subcontractor (TBD) Submit to CDPH: • SWOT analysis, and • a copy of SWOT analysis results. 2 Utilizing the Chronic Disease Prevention Messaging Toolkit, County will work with Health Clinic Subcontractor to develop a plan for how partners (CBOs, Fresno County Department of Public Health, Health Clinic Systems, community champions) will work together to conduct outreach, build support for and increase referrals to NDPP. Review and update annually. October 1 2015 - September 30, 2016 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of planning meeting agendas/minutes, and • the outreach plan. 3 Based on the SWOT analysis, County will develop a marketing plan using the CDC template. In collaboration with CDPH, County will adapt CDC NDPP communications and marketing materials and work with Health Clinic Subcontractor to mobilize champions to disseminate in target communities as a means to increase reach to and engagement of priority populations. Assess reach and outcomes of lifestyle change strategies and marketing efforts and refine as necessary. October 1 2015 - September 30, 2016 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of County marketing plan. • a copy of promotional materials developed, • distribution and reach log. 4 County will work with UCD to identify and collect public data for required performance measure 1.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 3 of 22 Program Strategy 1.7: Increase coverage for evidence-based supports for lifestyle change by working with network partners # Activity Timeline Responsible Deliverables 1 County will work with network partners to conduct an assessment utilizing an evaluation tool created by UCD to identify what health insurance plans are offered to employees and essential benefits included for prediabetes and prevention of type 2 diabetes. Identify challenge and barriers to coverage for lifestyle change programs (LCPs). October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a copy of the assessment results. 2 County will adapt CDC communication and marketing materials designed for various audiences to educate about prediabetes and promote LCPs as a means to prevent or delay the onset of type 2 diabetes in high risk populations. Leverage other resources as applicable, such as the recommendation to cover LCPs that accompanied the report released by the University of California at Los Angeles Center of Health Policy Research and California Center for Public Health Advocacy. Based on assessment results, County will develop and implement an action plan to establish or increase insurance coverage of LCPs within county. October 1 2015 - September 30, 2016 PI, HE, HES1, HES2 Submit to CDPH: • a copy of CDC adapted marketing materials. • action plan timeline. 3 County will work with UCD to identify and collect public data for required performance measure 1.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2a: Health System Interventions to Improve the Quality of Health Care Delivery to Populations with the Highest Hypertension and Pre-diabetes Disparities Program Strategy 2.1: Increase electronic health records (EHR) adoption and the use of health information technology (HIT) to improve performance (pursuant to federal and state guidelines) # Activity Timeline Responsible Deliverables Exhibit A Scope of Work Page 4 of 22 Program Strategy 2.1: Increase electronic health records (EHR) adoption and the use of health information technology (HIT) to improve performance (pursuant to federal and state guidelines) # Activity Timeline Responsible Deliverables 1 County will conduct an environmental scan utilizing an evaluation tool created by UCD to assess EHR/Meaningful Use of select providers/health systems regarding implementation, related policies and procedures, and capacity of Health Clinic Subcontractor, focusing on achievement of blood pressure control initiatives to identify gaps and opportunities for collaboration. Engage with Health Clinic Subcontractor to maximize understanding of EHR policy and practice landscape within the local area. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of scan. 2 County will recruit providers/health systems to participate in Central Valley Health Information Exchange (CVHIE) to promote reporting on National Quality Forum (NQF) 18 and 59 and standardized clinical quality measures for management and treatment of patients with hypertension. October 1 2015 - September 30, 2016 PI, HE, and Epidemiologist Submit to CDPH: • a copy of meeting agendas/minutes. 3 County will work with UCD to identify and collect public data for required performance measure 2.1. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to identify and provide web links for TA and training to Health Center Controlled networks in the area (or similar health systems) in order to develop and implement toolsets (e.g., clinical quality dashboards) to provide clinicians with public performance data. County will work with Health Clinic Subcontractor to assess capacity for providers and/or health systems, utilizing an evaluation tool created by UCD, to electronically track, monitor and report aggregated/standardized quality measures to the Centers for Medicare and Medicaid Services, CDPH, and others. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the training materials. • an assessment report of the environmental scan. Exhibit A Scope of Work Page 5 of 22 Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables 2 County will work with Health Clinic Subcontractor to convene representatives from county Federally Qualified Health Centers (FQHCs) and CVHIE to develop protocols and processes for monitoring and sharing standardized quality measures at the provider level. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of meeting agendas/ minutes. 3 County will work with Health Clinic Subcontractor to expand health system EHR analytics or participation in clinical quality dashboards for Health Clinic System patients with hypertension, prediabetes, and diabetes. Promote quality improvement through the implementation of systems that provide relevant and timely patient public data to providers and health systems. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a summary of systems in use. 4 County will work with UCD to identify and collect public data for required performance measure 2.2. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to conduct environmental scan of providers and hospital/clinic systems and health insurance plans, utilizing an evaluation tool created by UCD, to determine which team members are currently engaging in hypertension management. Results will be used to determine baseline in county. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Subcontractor will submit to County: • a list of proposed and interviewed clinic systems. Submit to CDPH: • a copy of the scan results. 2 Based on scan results, County will work with Health Clinic Subcontractor to promote adoption by Health Clinic System providers of procedures/protocols that support the implementation of comprehensive health care teams. Monitor and track providers that adopt procedures/protocols. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Subcontractor will submit to County: • a list of clnic systems that adopted the recommended procedures/protocols • Submit to CDPH: • a copy of adopted procedures/ protocols. Exhibit A Scope of Work Page 6 of 22 Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 3 County will work with Health Clinic Subcontractor to utilize scan results to identify evidence and practice tools to share with the provider community that support the implementation of evidence-based guidelines for hypertension, such as the Million Hearts International (MHI) hypertension protocols (i.e., through local medical society). Identify training and TA needs to facilitate adoption/implementation of tools by Health Clinic Subcontractor. October 1 2015 - September 30, 2016 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • meeting agendas/minutes. 4 County will work with Health Clinic Subcontractor to develop a workgroup and project workplan to fill 1-2 of the evidence gaps specified in The Community Guide at http://www.thecommunityguide.org/cvd/RGteambasedcare.html . October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a summary of the evidence gathered and gap(s) identified. 5 County will work with UCD to identify and collect public data for required performance measure 2.3. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.4: Increase use of self-measured blood pressure monitoring tied with clinical support # Activity Timeline Responsible Deliverables 1 Conduct asset mapping/environmental scans, utilizing an evaluation tool created by UCD, to determine the CBOs or health systems that are currently providing blood pressure and or diabetes screening/monitoring and who they serve (demographics) for baseline and target. Identify blood pressure/diabetes champions from within the community. County will work with Health Clinic Subcontractor to provide assessment or analysis results to augment and enhance Health Clinic System provider’s capacity and reach. Analysis should include feasibility and compatibility of self-management programs for hypertension (e.g., Check. Change. Control) with existing community health care programs. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the scan results. • a copy of analysis report. Exhibit A Scope of Work Page 7 of 22 Program Strategy 2.4: Increase use of self-measured blood pressure monitoring tied with clinical support # Activity Timeline Responsible Deliverables 2 County will work with Health Clinic Subcontractor to research model practices, outcomes, and benefits to promote the adoption and EHR use with Health Clinic Systems that include integrated hypertension algorithms and supports for provider prompts/feedback, patient communication, and public data tracking, monitoring, and reporting. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of sample adopted EHR systems. 3 County will work with UCD to identify and collect public data for required performance measure 2.4. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.5: Implement systems to facilitate identification of patients with undiagnosed hypertension and people with pre- diabetes # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to conduct asset mapping/environmental scans that determine the CBOs in Health Clinic Subcontractor service areas which are currently providing blood pressure and or diabetes screening/monitoring and who they serve (demographics) for baseline and target. Identify blood pressure/diabetes champions from within the community. County will work with Health Clinic Subcontractor to complete an assessment of Health Clinic System to identify patients with undiagnosed hypertension and/or pre-diabetes, provide referral for education and provider feedback about home blood pressure/blood sugar monitoring, and provider prompts and patient contact system for managing patients with hypertension/blood sugar. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a written summary of the scan, and • list of community Champions. • a copy of the assessment. 2 County will work with Health Clinic Subcontractor to Develop and implement a plan for improving the system for identifying and monitoring patients with hypertension in Health Clinic System. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the plan. Exhibit A Scope of Work Page 8 of 22 Program Strategy 2.5: Implement systems to facilitate identification of patients with undiagnosed hypertension and people with pre- diabetes # Activity Timeline Responsible Deliverables 3 County will work with UCD to identify and collect public data for required performance measure 2.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2b: Community Clinical Linkage Strategies to Support Heart Disease and Stroke and Diabetes Prevention Efforts Program Strategy 2.6: Increase engagement of CHWs to promote linkages between health systems and community resources for adults with high blood pressure and adults with pre-diabetes or at high risk for type 2 diabetes # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to conduct an environmental scan utilizing an evaluation tool created by UCD, to assess existing programs that target adults with hypertension and adults with prediabetes or at high risk for type 2 diabetes. Begin with Fresno Metro Ministry’s Community Resource Directory. County will assess where CDPH, PHI and other partners currently are with fiscal reimbursement strategies for Community Health Workers (CHWs) within health plans. County will work with Health Clinic Subcontractor to conduct an environmental scan, utilizing an evaluation tool created by UCD of existing clinics, the California Health Workforce Alliance report, and and local health care systems to identify which have CHWs or similar staff. October 1 2015 - September 30, 2016 HE, HES1, HES2, and Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the scan results. 2 As a result of the health system scan, County will work with Health Clinic Subcontractor to develop a plan to promote systematic change to involve Health Clinic System CHWs to promote linkages between health systems and community resources to improve outcomes for heart disease and diabetes. Coordinate with others working on CHW initiatives for awareness, input, and support. Work with CHWs for their input and guidance on promotional strategies between health systems and community resources. Monitor change. October 1 2015 - September 30, 2016 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of the plan and • a summary of changes made. 3 County will work with UCD to identify and collect public data for required performance measure 2.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 9 of 22 Program Strategy 2.7: Increase engagement of community pharmacists in the provision of medication-/self-management for adults with high blood pressure # Activity Timeline Responsible Deliverables 1 County will conduct environmental scan/assessment utilizing an evaluation tool created by UCD to determine which providers, health insurance plans etc. are using pharmacists as part of the team for medication/self-management. Based on the results of the community scan build relationships with health systems to promote inclusion of community pharmacists as part of the health care team. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a copy of the scan results. 2 County will identify and convene appropriate partners to identify and share best practices, including training of pharmacists and mechanism of payment; promoting inclusion of pharmacists in the team for community-based medication reconciliation/reporting to providers and hypertension self-management. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a copy of meeting agendas/minutes. 3 County will work with UCD to identify and collect public data for required performance measure 2.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.8: Implement systems and increase partnerships to facilitate bi-directional referral between community resources and health systems, including lifestyle change programs # Activity Timeline Responsible Deliverables 1 County will conduct environmental scan utilizing an evaluation tool created by UCD of existing 211 services within Fresno County. Identify current and potential 211 service availability and/or identify other entities that could serve as a source for community referrals to LCPs. County will institute 211 service LCPs for hypertension and pre- diabetes, and/or identify other entities that could serve as a source for community referrals to LCPs. Develop tracking/monitoring system for referrals. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a copy of the scan results. • a copy of meeting agendas/minutes, • 211/referral system service promotion materials, and • a summary of the tracking/monitoring system. Exhibit A Scope of Work Page 10 of 22 Program Strategy 2.8: Implement systems and increase partnerships to facilitate bi-directional referral between community resources and health systems, including lifestyle change programs # Activity Timeline Responsible Deliverables 2 County will work with Health Clinic Subcontractor to conduct assessment of Subcontractor referral practices for patients with a diagnosis of hypertension and prediabetes, and viability of utilizing 211 for referral to LCPs. County will develop and implement a communications plan to assist with communication, awareness, and outreach strategy to maximize reach and impact of 211. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a copy of assessment results. • a copy of 211 communication plan. 3 County will work with Health Clinic Subcontractor to educate Health Clinic System providers about community resources available for patients with hypertension and pre-diabetes, and the benefits of using a community referral system, such as 211, within their organization (e.g. utilizing EHR to refer patients to community resources). Determine what resources/systems are needed to ensure bi-directional referrals are made. October 1 2015 - September 30, 2016 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • 211/referral system service promotion materials. 4 County will work with UCD to identify and collect public data for required performance measure 2.8. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2015 - September 30, 2016 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 11 of 22 YEAR 2 Component 1b: Strategies to build support for healthy lifestyles, particularity for those at high risk, to support diabetes, heart disease and stroke prevention efforts Program Strategy 1.5: Plan and execute strategic data-driven actions through a network of partners and local organizations to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to refer patients and interested community members to scheduled NDPP classes at health centers. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of classes scheduled, • referral and attendance logs (summary numbers only). 2 County will work with UCD to identify and collect public data for required performance measure 1.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 1.6: Implement evidence-based engagement strategies to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 Utilizing the Chronic Disease Prevention Messaging Toolkit, County will work with Health Clinic Subcontractor to develop a plan for how partners (CBOs, Fresno County Department of Public Health, Health Clinic Subcontractor, community champions) will work together to conduct outreach/marketing, build support for and increase referrals to NDPP. Review and update annually. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of planning meeting agendas/minutes, and • the outreach/marketing plan. 2 In collaboration with CDPH, County will adapt CDC NDPP communications and marketing materials and mobilize champions to disseminate in target communities as a means to increase reach to and engagement of priority populations. Assess reach and outcomes of lifestyle change strategies and marketing efforts and refine as necessary. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of promotional materials developed, and • distribution and reach log. 3 County will work with UCD to identify and collect public data for required performance measure 1.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 12 of 22 Program Strategy 1.7: Increase coverage for evidence-based supports for lifestyle change by working with network partners # Activity Timeline Responsible Deliverables 1 Based on assessment results, County will develop and implement an action plan to establish or increase insurance coverage of LCPs within county. October 1 2016 - September 30, 2017 PI, HE, HES1, HES2 Submit to CDPH: • action plan timeline. 2 County will work with UCD to identify and collect public data for required performance measure 1.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2a: Health System Interventions to Improve the Quality of Health Care Delivery to Populations with the Highest Hypertension and Pre-diabetes Disparities Program Strategy 2.1: Increase electronic health records (EHR) adoption and the use of health information technology (HIT) to improve performance (pursuant to federal and state guidelines) # Activity Timeline Responsible Deliverables 1 County will recruit providers/health systems to participate in CVHIE to promote reporting on NQF 18 and 59 and standardized clinical quality measures for management and treatment of patients with hypertension. October 1 2016 - September 30, 2017 PI, HE, Epidemiologist Submit to CDPH: • a copy of meeting agendas/minutes. 2 County will work with Health Clinic Subcontractor to create and/or adapt existing Patient-centered Medical Home (PCMH) certification materials for use with partners of the California Primary Care Association or the County Medical Society. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of promotional materials, • materials distribution log, and • meeting agendas/minutes. 3 County will work with UCD to identify and collect public data for required performance measure 2.1. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables Exhibit A Scope of Work Page 13 of 22 Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to convene representatives from FQHCs and CVHIE in the county to develop protocols and processes for monitoring and sharing standardized quality measures at the provider level. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of meeting agendas/ minutes. 2 County will work with Health Clinic Subcontractor to expand health system EHR analytics or participation in clinical quality dashboards for Health Clinic System patients with hypertension, pre-diabetes, and diabetes. Promote quality improvement through the implementation of systems that provide relevant and timely patient public data to providers and health systems. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a summary of systems in use. 3 County will work with UCD to identify and collect public data for required performance measure 2.2. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 1 Based on scan results, County will work with Health Clinic Subcontractor to promote adoption by Health Clinic System providers of procedures/protocols that support the implementation of comprehensive health care teams. County will monitor and track procedures/protocols adopted by providers. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of adopted procedures/ protocols. 2 County will work with Health Clinic Subcontractor to Utilize scan results to identify evidence and practice tools to share with the provider community that support the implementation of evidence-based guidelines for hypertension, such as the MHI hypertension protocols i.e., through local medical society. Identify training and TA needs to facilitate adoption/implementation of tools with Health Clinic Systems. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • meeting agendas/minutes. Exhibit A Scope of Work Page 14 of 22 Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 3 County will work with Health Clinic Subcontractor to develop a workgroup and project work plan to fill 1-2 of the evidence gaps specified in The Community Guide at http://www.thecommunityguide.org/cvd/RGteambasedcare.html October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a summary of the evidence gathered and • a summary of gap(s) identified. 4 County will work with UCD to identify and collect public data for required performance measure 2.3. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.4: Increase use of self-measured blood pressure monitoring tied with clinical support # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to research model practices, outcomes, and benefits to promote the adoption and EHR use by Health Clinic System that include integrated hypertension algorithms and supports for provider prompts/feedback, patient communication, and public data tracking, monitoring, and reporting. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of sample adopted EHR systems. 2 County will work with UCD to identify and collect public data for required performance measure 2.4. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.5: Implement systems to facilitate identification of patients with undiagnosed hypertension and people with prediabetes # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to develop and implement a plan for improving the system for identifying and monitoring patients with hypertension in Health Clinic System. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the implementation plan. Exhibit A Scope of Work Page 15 of 22 Program Strategy 2.5: Implement systems to facilitate identification of patients with undiagnosed hypertension and people with prediabetes # Activity Timeline Responsible Deliverables 2 County will work with UCD to identify and collect public data for required performance measure 2.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2b: Community Clinical Linkage Strategies to Support Heart Disease and Stroke and Diabetes Prevention Efforts Program Strategy 2.6: Increase engagement of CHWs to promote linkages between health systems and community resources for adults with high blood pressure and adults with pre-diabetes or at high risk for type 2 diabetes # Activity Timeline Responsible Deliverables 1 As a result of the health system scan, County will develop a plan to promote systematic change to involve Health Clinic System CHWs to promote linkages between health systems and community resources to improve outcomes for heart disease and diabetes. County will work with Health Clinic Subcontractor to coordinate with others working on CHW initiatives for awareness, input, and support. County will work with CHWs for their input and guidance on promotional strategies between health systems and community resources and monitor change. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the plan and • a summary of changes made. 2 County will work with UCD to identify and collect public data for required performance measure 2.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.7: Increase engagement of community pharmacists in the provision of medication-/self-management for adults with high blood pressure # Activity Timeline Responsible Deliverables Exhibit A Scope of Work Page 16 of 22 Program Strategy 2.7: Increase engagement of community pharmacists in the provision of medication-/self-management for adults with high blood pressure # Activity Timeline Responsible Deliverables 1 County will identify and convene appropriate partners to identify and share best practices, including training of pharmacists and mechanism of payment; promoting inclusion of pharmacists in the team for community-based medication reconciliation/reporting to providers and hypertension self-management. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a copy of meeting agendas/ minutes. 2 County will work with UCD to identify and collect public data for required performance measure 2.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.8: Implement systems and increase partnerships to facilitate bi-directional referral between community resources and health systems, including lifestyle change programs # Activity Timeline Responsible Deliverables 1 County will institute 211 service LCPs for hypertension and prediabetes, and/or identify other entities that could serve as a source for community referrals to LCPs. Develop tracking/monitoring system for referrals. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a copy of meeting agendas/ minutes, • 211/referral system service promotion materials, and • summary of the tracking/monitoring system. 2 County will work with Health Clinic Subcontractor to educate Health Clinic Systems about community resources available for patients with hypertension and pre-diabetes, and the benefits of using a community referral system, such as 211, within their organization (e.g. utilizing EHR to refer patients to community resources). Determine what resources/systems are needed to ensure bi-directional referrals are made. October 1 2016 - September 30, 2017 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • 211/referral system service promotion materials. 3 County will work with UCD to identify and collect public data for required performance measure 2.8. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2016 - September 30, 2017 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 17 of 22 YEAR 3 Component 1b: Strategies to build support for healthy lifestyles, particularity for those at high risk, to support diabetes and heart disease and stroke prevention efforts Program Strategy 1.5: Plan and execute strategic data-driven actions through a network of partners and local organizations to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to refer patients and interested community members to scheduled NDPP classes at Health Clinic System health centers. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of classes scheduled, • referral and attendance logs (summary numbers only). 2 County will work with UCD to identify and collect public data for required performance measure 1.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 1.6: Implement evidence-based engagement strategies to build support for lifestyle change # Activity Timeline Responsible Deliverables 1 Utilizing the Chronic Disease Prevention Messaging Toolkit, County will work with Health Clinic Subcontractor to develop a plan for how partners (CBOs, Fresno County Department of Public Health, Health Clinic System, community champions) will work together to conduct outreach/marketing, build support for and increase referrals to NDPP. Review and update annually. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of planning meeting agendas/minutes, • the outreach/marketing plan. 2 In collaboration with CDPH and Health Clinic Subcontractor, County will adapt CDC NDPP communications and marketing materials and mobilize champions to disseminate in target communities as a means to increase reach to and engagement of priority populations. Assess reach and outcomes of lifestyle change strategies and marketing efforts and refine as necessary. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of promotional materials developed, • distribution and reach log. 3 County will work with UCD to identify and collect public data for required performance measure 1.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit A Scope of Work Page 18 of 22 Program Strategy 1.7: Increase coverage for evidence-based supports for lifestyle change by working with network partners # Activity Timeline Responsible Deliverables 1 Based on assessment results, County will develop and implement an action plan to establish or increase insurance coverage of LCPs within county. October 1 2017 - September 29, 2018 PI, HE, HES1, HES2 Submit to CDPH: • action plan timeline. 2 County will work with UCD to identify and collect public data for required performance measure 1.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2a: Health System Interventions to Improve the Quality of Health Care Delivery to Populations with the Highest Hypertension and Prediabetes Disparities Program Strategy 2.1: Increase electronic health records (EHR) adoption and the use of health information technology (HIT) to improve performance (pursuant to federal and state guidelines) # Activity Timeline Responsible Deliverables 1 County will recruit providers/health systems to participate in CVHIE to promote reporting on NQF 18 and 59 and standardized clinical quality measures for management and treatment of patients with hypertension. October 1 2017 - September 29, 2018 PI, HE, Epidemiologist Submit to CDPH: • a copy of meeting agendas/minutes. 2 County will work with UCD to identify and collect public data for required performance measure 2.1. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to convene representatives from FQHCs and CVHIE in the county to develop protocols and processes for monitoring and sharing standardized quality measures at the provider level. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of meeting agendas/minutes. Exhibit A Scope of Work Page 19 of 22 Program Strategy 2.2: Increase the institutionalization and monitoring of aggregated/standardized quality measures at the provider level # Activity Timeline Responsible Deliverables 2 County will work with Health Clinic Subcontractor to expand health system EHR analytics or participation in clinical quality dashboards for Health Clinic System patients with hypertension, pre-diabetes, and diabetes. Promote quality improvement through the implementation of systems that provide relevant and timely patient public data to providers and health systems. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a summary of systems in use. 3 County will work with UCD to identify and collect public data for required performance measure 2.2. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 1 Based on scan results, County will work with Health Clinic Subcontractor to promote adoption by Health Clinic System providers of procedures/protocols that support the implementation of comprehensive health care teams. Monitor and track providers who adopt procedures/protocols. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of adopted procedures/protocols. 2 County will work with Health Clinic Subcontractor to utilize scan results to identify evidence and practice tools to share with the provider community that support the implementation of evidence-based guidelines for hypertension, such as the MHI hypertension protocols i.e., through local medical society. Identify training and TA needs to facilitate adoption/implementation of tools with Health Clinic Subcontractor. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • meeting agendas/minutes. 3 County will work with Health Clinic Subcontractor to develop a workgroup and project work plan to fill 1-2 of the evidence gaps specified in The Community Guide at http://www.thecommunityguide.org/cvd/RGteambasedcare.html October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a summary of the evidence gathered and • gap(s) identified. Exhibit A Scope of Work Page 20 of 22 Program Strategy 2.3: Increase engagement of non-physician team members in hypertension management in community health care systems # Activity Timeline Responsible Deliverables 4 County will work with UCD to identify and collect public data for required performance measure 2.3. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.4: Increase use of self-measured blood pressure monitoring tied with clinical support # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to research model practices, outcomes, and benefits to promote the adoption and EHR use with Health Clinic System health centers that include integrated hypertension algorithms and supports for provider prompts/feedback, patient communication, and public data tracking, monitoring, and reporting. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of sample adopted EHR systems. 2 County will work with UCD to identify and collect public data for required performance measure 2.4. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.5: Implement systems to facilitate identification of patients with undiagnosed hypertension and people with prediabetes # Activity Timeline Responsible Deliverables 1 County will work with Health Clinic Subcontractor to develop and implement a plan for improving the system for identifying and monitoring patients with hypertension in Health Clinic System. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the plan. 2 County will work with UCD to identify and collect public data for required performance measure 2.5. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Component 2b: Community Clinical Linkage Strategies to Support Heart Disease and Stroke and Diabetes Prevention Efforts Exhibit A Scope of Work Page 21 of 22 Program Strategy 2.6: Increase engagement of CHWs to promote linkages between health systems and community resources for adults with high blood pressure and adults with pre-diabetes or at high risk for type 2 diabetes # Activity Timeline Responsible Deliverables 1 As a result of the health system scan, County will work with Health Clinic Subcontractor to develop a plan to promote systematic change to involve Health Clinic System CHWs to promote linkages between health systems and community resources to improve outcomes for heart disease and diabetes. Coordinate with others working on CHW initiatives for awareness, input, and support. Work with CHWs for their input and guidance on promotional strategies between health systems and community resources. Monitor change. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD) Submit to CDPH: • a copy of the plan and • a summary of changes made. 2 County will work with UCD to identify and collect public data for required performance measure 2.6. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.7: Increase engagement of community pharmacists in the provision of medication-/self-management for adults with high blood pressure # Activity Timeline Responsible Deliverables 1 Identify and convene appropriate partners to identify and share best practices, including training of pharmacists and mechanism of payment; promoting inclusion of pharmacists in the team for community-based medication reconciliation/reporting to providers and hypertension self-management. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a copy of meeting agendas/ minutes. 2 County will work with UCD to identify and collect public data for required performance measure 2.7. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Program Strategy 2.8: Implement systems and increase partnerships to facilitate bi-directional referral between community resources and health systems, including lifestyle change programs # Activity Timeline Responsible Deliverables Exhibit A Scope of Work Page 22 of 22 Program Strategy 2.8: Implement systems and increase partnerships to facilitate bi-directional referral between community resources and health systems, including lifestyle change programs # Activity Timeline Responsible Deliverables 1 County will institute 211 services LCPs for hypertension and pre- diabetes, and/or identify other entities that could serve as a source for community referrals to LCPs. Develop tracking/monitoring system for referrals. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a copy of meeting agendas/minutes, • 211/referral system service promotion materials, and • a summary of the tracking/monitoring system. 2 County will work with Health Clinic Subcontractor to educate Health Clinic System providers about community resources available for patients with hypertension and pre-diabetes, and the benefits of using a community referral system, such as 211, within their organization (e.g. utilizing EHR to refer patients to community resources). Determine what resources/systems are needed to ensure bi-directional referrals are made. October 1 2017 - September 29, 2018 HE, HES1, HES2, Health Clinic Subcontractor (TBD), Submit to CDPH: • a copy of training materials, and • 211/referral system service promotion materials. 3 County will work with UCD to identify and collect public data for required performance measure 2.8. Attend required webinars and trainings on public data collection and performance measures sponsored by CDPH. October 1 2017 - September 29, 2018 HE, HES1, HES2 Submit to CDPH: • a compilation of public data collected, and • a copy of event agendas. Exhibit B Page 1 of 3 PERSONNEL Position Title and Name Annual Salary % FTE Program Salary Ben. Rate Ben. Cost Chief Clinical Services Officer 115,066$ 0.30 34,520$ 23% 7,940$ Program Coordinator 86,985$ 0.80 69,588$ 23% 16,005$ Health Educator 45,760$ 4.75 217,360$ 23% 49,993$ Registered Dietition 54,760$ 1.20 65,712$ 23% 15,114$ Patient Navigator (CHW)40,000$ 2.40 96,000$ 23% 22,080$ Data & Analytics Director 100,000$ 0.25 25,000$ 23% 5,750$ Transportation Driver 26,000$ 0.50 13,000$ 23% 2,990$ Sub-Total 468,571$ 10.20 521,180$ 119,871$ Total Personnel 641,051$ EQUIPMENT Equipment 5,000$ Total Equipment 5,000$ OPERATIONAL General Office Supplies 2,500$ Total Operational 2,500$ TRAVEL Local travel 3,000$ Conferences/Trainings 15,000$ Total Travel 18,000$ OTHER Meeting supplies, interpretation, child care 5,390$ Education/Training Materials 25,000$ Printing and reproduction 5,000$ Total Other 35,390$ Total Direct Costs 701,941$ Administrative (Indirect) Costs 92,090$ TOTAL BUDGET 794,031$ YEAR 1 Exhibit B Page 2 of 3 PERSONNEL Position Title and Name Annual Salary % FTE Program Salary Ben. Rate Ben. Cost Program Coordinator 86,986$ 0.75 65,240$ 23% 15,005$ Patient Navigator (CHW) 40,000$ 1.20 48,000$ 23% 11,040$ Health Educator 45,760$ 2.50 114,400$ 23% 26,312$ Transportation Driver 26,000$ 0.50 13,000$ 23% 2,990$ Sub-Total 198,746$ 4.95 240,640$ 55,347$ Total Personnel 295,987$ OPERATIONAL General Office Supplies 2,500$ Total Operational 2,500$ TRAVEL Local travel 2,792$ Conferences/Trainings 1,000$ Total Travel 3,792$ OTHER Meeting supplies, interpretation, child care 1,000$ Education/Training Materials 11,000$ Total Other 12,000$ Total Direct Costs 314,279$ Administrative (Indirect) Costs 3,193$ TOTAL BUDGET 317,472$ YEAR 2 BUDGET Exhibit B Page 3 of 3 PERSONNEL Position Title and Name Annual Salary % FTE Program Salary Ben. Rate Ben. Cost Program Coordinator 86,986$ 0.75 65,240$ 23% 15,005$ Patient Navigator (CHW) 40,000$ 1.20 48,000$ 23% 11,040$ Health Educator 45,760$ 2.50 114,400$ 23% 26,312$ Transportation Driver 26,000$ 0.50 13,000$ 23% 2,990$ Sub-Total 198,746$ 4.45 240,640$ 55,347$ Total Personnel 295,987$ OPERATIONAL General Office Supplies 2,500$ Total Operational 2,500$ TRAVEL Local travel 3,000$ Conferences/Trainings 1,000$ Total Travel 4,000$ OTHER Meeting supplies, interpretation, child care 1,000$ Education/Training Materials 10,204$ Total Other 11,204$ Total Direct Costs 313,691$ Administrative (Indirect) Costs 27,124$ TOTAL BUDGET 340,815$ YEAR 3 BUDGET Exhibit C Page 1 of 19 GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Exhibit C Page 2 of 19 Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 307 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code. 2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part Exhibit C Page 3 of 19 of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).) Exhibit C Page 4 of 19 Special Terms and Conditions (For Subvention/Local Assistance Agreements) The provisions herein apply to this Agreement unless the provisions are removed by reference, the provisions are superseded by an alternate provision appearing elsewhere in this Agreement, or the applicable conditions do not exist. Index of Special Terms and Conditions 1. Procurement Rules 2. Equipment Ownership I Inventory I Disposition 3. Subcontract Requirements 4. Income Restrictions 5. Site Inspection 6. Intellectual Property Rights 7. Prior Approval of Training Seminars, Workshops or Conferences 8. Confidentiality of Information 9. Documents, Publications, and Written Reports 10. Dispute Resolution Process 11. Officials Not to Benefit 12. Prohibited Use of State Funds for Software 13. Contract Uniformity (Fringe Benefit Allowability) 14. Cancellation 15. Avoidance of Conflicts of Interest by the Contractor Exhibit C Page 5 of 19 1. Procurement Rules (Applicable to all agreements in which equipment, property, commodities and/or supplies are furnished by CDPH or expenses for said items are reimbursed with state or federal funds.) a . Equipment definitions Wherever the term equipment/property is used, the following definitions shall apply: (1) Major equipment/property: A tangible or intangible item having a base unit cost of $5,000 or more with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. Software and videos are examples of intangible items that meet this definition. (2) Minor equipment/property: A tangible item having a base unit cost of less than $5,000 with a life expectancy of one (1) year or more and is either furnished by CDPH or the cost is reimbursed through this Agreement. b. Government and public entities (including state colleges/universities and auxiliary organizations), whether acting as a contractor, may secure all commodities, supplies, equipment and services related to such purchases that are required in performance of this Agreement. Said procurements are subject to Paragraphs d through g of this provision. Paragraph c of this provision shall also apply, if equipment purchases are delegated to subcontractors that are nonprofit organizations or commercial businesses. c. Nonprofit organizations and commercial businesses, whether acting as a contractor and/or subcontractor, may secure commodities, supplies, equipment and services related to such purchases for performance under this Agreement. (1) Equipment purchases shall not exceed $50,000 annually. To secure equipment above the annual maximum limit of $50,000, the Contractor shall make arrangements through the appropriate CDPH Program Contract Manager, to have all remaining equipment purchased through CDPH's Purchasing Unit. The cost of equipment purchased by or through CDPH shall be deducted from the funds available in this Agreement. Contractor shall submit to the CDPH Program Contract Manager a list of equipment specifications for those items that the State must procure. The State may pay the vendor directly for such arranged equipment purchases and title to the equipment will remain with CDPH. The equipment will be delivered to the Contractor's address, as stated on the face of the Agreement, unless the Contractor notifies the CDPH Program Contract Manager, in writing, of an alternate delivery address. (2) All equipment purchases are subject to paragraphs d through g of this provision. Paragraph b of this provision shall also apply, if equipment purchases are delegated to subcontractors that are either a government or public entity. (3) Nonprofit organizations and commercial businesses shall use a procurement system that meets the following standards: (a) Maintain a code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in awarding procurement contracts. No Exhibit C Page 6 of 19 employee, officer, or agent shall participate in the selection, award, or administration of a procurement, or bid contract in which, to his or her knowledge, he or she has a financial interest. (b) Procurements shall be conducted in a manner that provides, to the maximum extent practical, open, and free competition. (c) Procurements shall be conducted in a manner that provides for all of the following: [1] Avoid purchasing unnecessary or duplicate items. [2] Equipment solicitations shall be based upon a clear and accurate description of the technical requirements of the goods to be procured. [3] Take positive steps to utilize small and veteran owned businesses. d. Unless waived or otherwise stipulated in writing by CDPH, prior written authorization from the appropriate CDPH Program Contract Manager will be required before the Contractor will be reimbursed for any purchase exceeding $2,500 or more for commodities, supplies, equipment, and services related to such purchases. The Contractor must provide in its request for authorization all particulars necessary, as specified by CDPH, for evaluating the necessity or desirability of incurring such costs. The term "purchase" excludes the purchase of services from a subcontractor and public utility services at rates established for uniform applicability to the general public. e. In special circumstances, determined by CDPH (e.g., when CDPH has a need to monitor certain purchases, etc.), CDPH may require prior written authorization and/or the submission of paid vendor receipts for any purchase, regardless of dollar amount. CDPH reserves the right to either deny claims for reimbursement or to request repayment for any Contractor purchase that CDPH determines to be unnecessary in carrying out performance under this Agreement. f. The Contractor must maintain a copy or narrative description of the procurement system, guidelines, rules, or regulations that will be used to make purchases under this Agreement. The State reserves the right to request a copy of these documents and to inspect the purchasing practices of the Contractor at any time. g. For all purchases, the Contractor must maintain copies of all paid vendor invoices, documents, bids and other information used in vendor selection, for inspection or audit. Justifications supporting the absence of bidding (i.e., sole source purchases) shall also be maintained on file by the Contractor for inspection or audit. 2. Equipment Ownership /Inventory I Disposition (Applicable to agreements in which equipment and/or property is furnished by CDPH and/or when said items are purchased or reimbursed with state) a. Wherever the terms equipment and/or property are used in this provision, the definitions in provision 1, paragraph a., shall apply. Unless otherwise stipulated in this Agreement, all equipment and/or property that are purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement shall be considered state equipment and the property of CDPH. Exhibit C Page 7 of 19 (1) CDPH requires the reporting, tagging and annual inventorying of all equipment and/or property that is furnished by CDPH or purchased/reimbursed with funds provided through this Agreement. Upon receipt of equipment and/or property , the Contractor shall report the receipt to the CDPH Program Contract Manager. To report the receipt of said items and to receive property tags, Contractor shall use a form or format designated by CDPH's Asset Management Unit. If the appropriate form (i.e., Contractor Equipment Purchased with CDPH Funds) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. (2) If the Contractor enters into an agreement with a term of more than twelve months, the Contractor shall submit an annual inventory of state equipment and/or property to the CDPH Program Contract Manager using a form or format designated by CDPH's Asset Management Unit. If an inventory report form (i.e., Inventory/Disposition of CDPH-Funded Equipment) does not accompany this Agreement, Contractor shall request a copy from the CDPH Program Contract Manager. Contractor shall: (a) Include in the inventory report, equipment and/or property in the Contractor's possession and/or in the possession of a subcontractor (including independent consultants). (b) Submit the inventory report to CDPH according to the instructions appearing on the inventory form or issued by the CDPH Program Contract Manager. (c) Contact the CDPH Program Contract Manager to learn how to remove, trade-in, sell, transfer or survey off, from the inventory report, expired equipment and/or property that is no longer wanted, usable or has passed its life expectancy. Instructions will be supplied by CDPH's Asset Management Unit. b. Title to state equipment and/or property shall not be affected by its incorporation or attachment to any property not owned by the State. c. Unless otherwise stipulated, CDPH shall be under no obligation to pay the cost of restoration, or rehabilitation of the Contractor's and/or Subcontractor's facility which may be affected by the removal of any state equipment and/or property . d. The Contractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance and preservation of state equipment and/or property. (1) In administering this provision, CDPH may require the Contractor to repair or replace, to CDPH's satisfaction, any damaged, lost or stolen state equipment and/or property. Contractor shall immediately file a theft report with the appropriate police agency or the California Highway Patrol and Contractor shall promptly submit one copy of the theft report to the CDPH Program Contract Manager. e. Unless otherwise stipulated by the program funding this Agreement, equipment and/or property purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, shall only be used for performance of this Agreement or another CDPH agreement. f. Within sixty (60) calendar days prior to the termination or end of this Agreement, the Contractor Exhibit C Page 8 of 19 shall provide a final inventory report of equipment and/or property to the CDPH Program Contract Manager and shall, at that time, query CDPH as to the requirements, including the manner and method, of returning state equipment and/or property to CDPH. Final disposition of equipment and/or property shall be at CDPH expense and according to CDPH instructions. Equipment and/or property disposition instructions shall be issued by CDPH immediately after receipt of the final inventory report. At the termination or conclusion of this Agreement, CDPH may at its discretion, authorize the continued use of state equipment and/or property for performance of work under a different CDPH agreement. g . Motor Vehicles (Applicable only if motor vehicles are purchased/reimbursed with agreement funds or furnished by CDPH under this Agreement.) (1) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, within thirty (30) calendar days prior to the termination or end of this Agreement, the Contractor shall return such vehicles to CDPH and shall deliver all necessary documents of title or registration to enable the proper transfer of a marketable title to CDPH. (2) If motor vehicles are purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the State of California shall be the legal owner of said motor vehicles and the Contractor shall be the registered owner. The Contractor shall only use said vehicles for the performance under the terms of this Agreement. (3) The Contractor agree that all operators of motor vehicles, purchased/reimbursed or furnished by CDPH under the terms of this Agreement, shall hold a valid State of California driver's license. In the event that ten or more passengers are to be transported in any one vehicle, the operator shall also hold a State of California Class 8 driver's license. (4) If any motor vehicle is purchased/reimbursed or furnished by CDPH under the terms of this Agreement, the Contractor, as applicable, shall provide, maintain, and certify that, at a minimum, the following type and amount of automobile liability insurance is in effect during the term of this Agreement or any extension period during which any vehicle remains in the Contractor's possession: Automobile Liability Insurance (a) The Contractor, by signing this Agreement, hereby certifies that it possesses or will obtain automobile liability insurance in the amount of $1,000,000 per occurrence for bodily injury and property damage combined. Said insurance must be obtained and made effective upon the delivery date of any motor vehicle, purchased/reimbursed with agreement funds or furnished by CDPH under the terms of this Agreement, to the Contractor. (b) The Contractor shall, as soon as practical, furnish a copy of the certificate of insurance to the CDPH Program Contract Manager. The certificate of insurance shall identify the CDPH contract or agreement number for which the insurance applies. (c) The Contractor agree that bodily injury and property damage liability insurance, as required herein, shall remain in effect at all times during the term of this Agreement or until such time as the motor vehicle is returned to CDPH. Exhibit C Page 9 of 19 (d) The Contractor agree to provide, at least thirty (30) days prior to the expiration date of said insurance coverage, a copy of a new certificate of insurance evidencing continued coverage, as indicated herein, for not less than the remainder of the term of this Agreement, the term of any extension or continuation thereof, or for a period of not less than one (1) year. (e) The Contractor, if not a self-insured government and/or public entity, must provide evidence, that any required certificates of insurance contain the following provisions: [1] The insurer will not cancel the insured's coverage without giving thirty (30) calendar days prior written notice to the State. (2] The State of California, its officers, agents, employees, and servants are included as additional insureds, but only with respect to work performed for the State under this Agreement and any extension or continuation of this Agreement. (3] The insurance carrier shall notify CDPH, in writing, of the Contractor's failure to pay premiums; its cancellation of such policies; or any other substantial change, including, but not limited to, the status, coverage, or scope of the required insurance. Such notices shall contain a reference to each agreement number for which the insurance was obtained. (f) The Contractor is hereby advised that copies of certificates of insurance may be subject to review and approval by the Department of General Services (DGS), Office of Risk and Insurance Management. The Contractor shall be notified by CDPH, in writing, if this provision is applicable to this Agreement. If DGS approval of the certificate of insurance is required, the Contractor agrees that no work or services shall be performed prior to obtaining said approval. (g) In the event the Contractor fails to keep insurance coverage, as required herein, in effect at all times during vehicle possession, CDPH may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. 3. Subcontract Requirements (Applicable to agreements under which services are to be performed by subcontractors including independent consultants.) a. Prior written authorization will be required before the Contractor enters into or is reimbursed for any subcontract for services exceeding $2,500 for any supplies, equipment, or services. The Contractor shall obtain at least three competitive quotations which should be submitted or adequate justification provided for the absence of bidding. b. CDPH reserves the right to approve or disapprove the selection of subcontractors and with advance written notice, require the substitution of subcontractors and require the Contractor to terminate subcontracts entered into in support of this Agreement. (1) Upon receipt of a written notice from CDPH requiring the substitution and/or termination of a subcontract, the Contractor shall take steps to ensure the completion of any work in progress and select a replacement, if applicable, within 30 calendar days, unless a longer period is agreed to by CDPH. Exhibit C Page 10 of 19 c. Actual subcontracts (i.e., written agreement between the Contractor and a subcontractor) exceeding $2,500 are subject to the prior review and written approval of CDPH. d. Contractor shall maintain a copy of each subcontract entered into in support of this Agreement and shall, upon request by CDPH, make copies available for approval, inspection, or audit. e. CDPH assumes no responsibility for the payment of subcontractors used in the performance of this Agreement. Contractor accepts sole responsibility for the payment of subcontractors used in the performance of this Agreement. f. The Contractor is responsible for all performance requirements under this Agreement even though performance may be carried out through a subcontract. g. The Contractor shall ensure that all subcontracts for services include provision(s) requ1nng compliance with applicable terms and conditions specified in this Agreement and shall be the subcontractor's sole point of contact for all matters related to the performance and payment during the term of this Agreement. h. The Contractor agrees to include the following clause, relevant to record retention, in all subcontracts for services: "(Subcontractor Name) agrees to maintain and preserve, until three years after termination of (Agreement Number) and final payment from CDPH to the Contractor, to permit CDPH or any duly authorized representative, to have access to, examine or audit any pertinent books, documents, papers and records related to this subcontract and to allow interviews of any employees who might reasonably have information related to such records." 4. Income Restrictions Unless otherwise stipulated in this Agreement, the Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor under this Agreement shall be paid by the Contractor to CDPH, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDPH under this Agreement. 5. Site Inspection The State, through any authorized representatives, has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made of the premises of the Contractor or Subcontractor, the Contractor shall provide and shall require Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the services performed. 6. Intellectual Property Rights a. Ownership (1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall Exhibit C Page 11 of 19 be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) For the purposes of this Agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or here after come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. Works does not include articles submitted to peer-review or reference journals or independent research projects. (3) In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Contractor may access and utilize certain of CDPH's Intellectual Property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of CDPH's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of CDPH. Except as otherwise set forth herein, neither the Contractor nor CDPH shall give any ownership interest in or rights to its Intellectual Property to the other Party. If during the term of this Agreement, Contractor accesses any third-party Intellectual Property that is licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions applicable to CDPH in the third-party's license agreement. (4) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in the Intellectual Property, and in assuring CDPH's sole rights against third parties with respect to the Intellectual Property. If the Contractor enters into any agreements or subcontracts with other parties in order to perform this Agreement, Contractor shall require the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which result directly or indirectly from this Agreement or any subcontract. (5) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, Exhibit C Page 12 of 19 and enforce CDPH's Intellectual Property rights and interests. b. Retained Rights / License Rights (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose Contractor's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Agreement, unless Contractor assigns all rights, title and interest in the Intellectual Property as set forth herein. (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Contractor's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of CDPH or third party , or result in a breach or default of any provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality. c. Copyright (1) Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a, subparagraph (2)(a) of this provision] of authorship made by or on behalf of Contractor in connection with Contractor's performance of this Agreement shall be deemed "works made for hire". Contractor further agrees that the work of each person utilized by Contractor in connection with the performance of this Agreement will be a "work made for hire," whether that person is an employee of Contractor or that person has entered into an agreement with Contractor to perform the work. Contractor shall enter into a written agreement with any such person that: (i) all work performed for Contractor shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. (2) All materials, including, but not limited to, visual works or text, reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement, shall include CDPH's notice of copyright, which shall read in 3mm or larger typeface: "©[Enter Current Year e.g., 2014, etc.}, Department of Public Health. This material may not be reproduced or disseminated without prior written permission from the Department of Public Health." This notice should be placed prominently on the materials and set apart from other matter on the page where it appears. Audio productions shall contain a similar audio notice of copyright. d. Patent Rights With respect to inventions made by Contractor in the performance of this Agreement, which did not result from research and development specifically included in the Agreement's scope of work, Contractor hereby grants to CDPH a license as Exhibit C Page 13 of 19 described under Section b of this provision for devices or material incorporating, or made through the use of such inventions . If such inventions result from research and development work specifically included within the Agreement's scope of work, then Contractor agrees to assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions and to assist CDPH in securing United States and foreign patents with respect thereto. e. Third-Party Intellectual Property Except as provided herein, Contractor agrees that its performance of this Agreement shall not be dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining CDPH's prior written approval; and (ii) granting to or obtaining for CDPH, without additional compensation, a license, as described in Section b of this provision, for any of Contractor's or third-party's Intellectual Property in existence prior to the effective date of this Agreement. If such a license upon the these terms is unattainable, and CDPH determines that the Intellectual Property should be included in or is required for Contractor's performance of this Agreement, Contractor shall obtain a license under terms acceptable to CDPH. f. Warranties (1) Contractor represents and warrants that: (a) It is free to enter into and fully perform this Agreement. (b) It has secured and will secure all rights and licenses necessary for its performance of this Agreement. (c) Neither Contractor's performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor. (d) Neither Contractor's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown. (f) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere· with any of the rights granted to CDPH in this Agreement. Exhibit C Page 14 of 19 (g) It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor 's performance of this Agreement. (2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. g. Intellectual Property Indemnity (1) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("lndemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such . claim, action, or proceeding, commenced or threatened) to which any of the lndemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at Contractor's expense, any such infringement action brought against CDPH. (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and appear through its own counsel (at Contractor's expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity. Exhibit C Page 15 of 19 (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer irreparable harm in the event of such breach and agrees CDPH shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. h. Survival The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule. 7. Prior Approval of Training Seminars, Workshops or Conferences Contractor shall obtain prior CDPH approval of the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant to this Agreement and of any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions held for the staff of the Contractor in order to conduct routine business matters. 8. Confidentiality of Information The Contractor and its employees, agents, or subcontractors shall: a. Protect from unauthorized disclosure names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to the Contractor, its employees, agents, or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person. b. Not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Agreement. c. Promptly transmit to the CDPH Contract Manager all requests for disclosure of such identifying information not emanating from the client or person. d. Not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than CDPH without prior written authorization from the CDPH Contract Manager, except if disclosure is required by State or Federal law. e. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. f. As deemed applicable by CDPH, this provision may be supplemented by additional terms and conditions covering personal health information (PHI) or personal, sensitive, and/or confidential information (PSCI). Said terms and conditions will be outlined in one or more exhibits that will either be attached to this Agreement or incorporated into this Agreement by reference. Exhibit C Page 16 of 19 9. Documents, Publications and Written Reports (Applicable to agreements over $5,000 under which publications, written reports and documents are developed or produced. Government Code Section 7550.) Any document, publication or written report (excluding progress reports, financial reports and normal ·contractual communications) prepared as a requirement of this Agreement shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts or agreements and subcontracts relating to the preparation of such document or report, if the total cost for work by nonemployees of the State exceeds $5,000. 10. Dispute Resolution Process a. A Contractor grievance exists whenever there is a dispute arising from CDPH's action in the administration of an agreement. If there is a dispute or grievance between the Contractor and CDPH, the Contractor must seek resolution using the procedure outlined below. (1) The Contractor should first informally discuss the problem with the CDPH Program Contract Manager. If the problem cannot be resolved informally, the Contractor shall direct its grievance together with any evidence, in writing, to the program Branch Chief. The grievance shall state the issues in dispute, the legal authority or other basis for the Contractor's position and the remedy sought. The Branch Chief shall render a decision within ten (10) working days after receipt of the written grievance from the Contractor. The Branch Chief shall respond in writing to the Contractor indicating the decision and reasons therefore. If the Contractor disagrees with the Branch Chief's decision, the Contractor may appeal to the second level. (2) When appealing to the second level, the Contractor must prepare an appeal indicating the reasons for disagreement with Branch Chief's decision. The Contractor shall include with the appeal a copy of the Contractor's original statement of dispute along with any supporting evidence and a copy of the Branch Chief's decision. The appeal shall be addressed to the Deputy Director of the division in which the branch is organized within ten (10) working days from receipt of the Branch Chief's decision. The Deputy Director of the division in which the branch is organized or his/her designee shall meet with the Contractor to review the .issues raised. A written decision signed by the Deputy Director of the division in which the branch is organized or his/her designee shall be directed to the Contractor within twenty (20) working days of receipt of the Contractor's second level appeal. b. If the Contractor wishes to appeal the decision of the Deputy Director of the division in which the branch is organized or his/her designee, the Contractor shall follow the procedures set forth in Division 25.1 (commencing with Section 38050) of the Health and Safety Code and the regulations adopted thereunder. (Title 1, Division 2, Chapter 2, Article 3 (commencing with Section 1140) of the California Code of Regulations). c. Disputes arising out of an audit, examination of an agreement or other action not covered by subdivision (a) of Section 20204, of Chapter 2.1, Title 22, of the California Code of Regulations, and for which no procedures for appeal are provided in statute, regulation or the Agreement, shall be handled in accordance with the procedures identified in Sections 51016 through 51047, Title 22, California Code of Regulations. d. Unless otherwise stipulated in writing by CDPH, all dispute, grievance and/or appeal correspondence shall be directed to the CDPH Contract Manager. Exhibit C Page 17 of 19 e. There are organizational differences within CDPH's funding programs and the management levels identified in this dispute resolution provision may not apply in every contractual situation. When a grievance is received and organizational differences exist, the Contractor shall be notified in writing by the CDPH Contract Manager of the level, name, and/or title of the appropriate management official that is responsible for issuing a decision at a given level. 11. Officials Not to Benefit No members of or delegate of Congress or the State Legislature shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be construed to extend to this Agreement if made with a corporation for its general benefits. 12. Prohibited Use of State Funds for Software Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. 13. Contract Uniformity (Fringe Benefit Allowability) (Applicable only to nonprofit organizations.) Pursuant to the provisions of Article 7 (commencing with Section 100525) of Chapter 3 of Part 1 of Division 101 of the Health and Safety Code, CDPH sets forth the following policies, procedures, and guidelines regarding the reimbursement of fringe benefits. a. As used herein fringe benefits shall mean an employment benefit given by one's employer to an employee in addition to one's regular or normal wages or salary. b. As used herein, fringe benefits do not include: (1) Compensation for personal services paid currently or accrued by the Contractor for services of employees rendered during the term of this Agreement, which is identified as regular or normal salaries and wages, annual leave, vacation, sick leave, holidays, jury duty and/or military leave/training. (2) Director's and executive committee member's fees. (3) Incentive awards and/or bonus incentive pay . (4) Allowances for off-site pay. (5) Location allowances. (6) Hardship pay. (7) Cost-of-living differentials c. Specific allowable fringe benefits include: (1) Fringe benefits in the form of employer contributions for the employer's portion of payroll taxes (i.e., FICA, SUI, SDI), employee health plans (i.e., health, dental and vision), unemployment insurance, worker 's compensation insurance, and the employer's share of pension/retirement plans, provided they are granted in accordance with established written organization policies and meet all legal and Internal Revenue Service requirements. c. To be an allowable fringe benefit, the cost must meet the following criteria: Exhibit C Page 18 of 19 (1) Be necessary and reasonable for the performance of the Agreement. (2) Be determined in accordance with generally accepted accounting principles. (3) Be consistent with policies that apply uniformly to all activities of the Contractor. e. Contractor agrees that all fringe benefits shall be at actual cost. f. Earned/Accrued Compensation (1) Compensation for vacation, sick leave and holidays is limited to that amount earned/accrued within the agreement term. Unused vacation, sick leave and holidays earned from periods prior to the agreement term cannot be claimed as allowable costs. See section f (3)(a) below for an example. (2) For multiple year agreements, vacation and sick leave compensation, which is earned/ accrued but not paid, due to employee(s) not taking time off may be carried over and claimed within the overall term of the multiple years of the Agreement. Holidays cannot be carried over from one agreement year to the next. See Provision f (3)(b) for an example. (3) For single year agreements, vacation, sick leave and holiday compensation that is earned/accrued but not paid, due to employee(s) not taking time off within the term of the Agreement, cannot be claimed as an allowable cost. See Provision f (3)(c) for an example. (a) Example No. 1: If an employee, John Doe, earns/accrues three weeks of vacation and twelve days of sick leave each year, then that is the maximum amount that may be claimed during a one year agreement. If John Doe has five weeks of vacation and eighteen days of sick leave at the beginning of an agreement, the Contractor during a one-year budget period may only claim up to three weeks of vacation and twelve days of sick leave as actually used by the employee. Amounts earned/accrued in periods prior to the beginning of the Agreement are not an allowable cost. (b) Example No. 2: If during a three-year (multiple year) agreement, John Doe does not use his three weeks of vacation in year one, or his three weeks in year two, but he does actually use nine weeks in year three; the Contractor would be allowed to claim all nine weeks paid for in year three. The total compensation over the three-year period cannot exceed 156 weeks (3 x 52 weeks). (c) Example No. 3: If during a single year agreement, John Doe works fifty weeks and used one week of vacation and one week of sick leave and all fifty-two weeks have been billed to CDPH, the remaining unused two weeks of vacation and seven days of sick leave may not be claimed as an allowable cost. 14. Cancellation A This agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the Contractor. B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only if CDPH substantially fails to perform its responsibilities as provided herein. Exhibit C Page 19 of 19 C. The term "for cause" shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of this agreement. D. Agreement termination or cancellation shall be effective as of the date indicated in CDPH's notification to the Contractor. The notice shall stipulate any final performance, invoicing or payment requirements. E. Upon receipt of a notice of termination or cancellation, the Contractor shall take immediate steps to stop performance and to cancel or reduce subsequent agreement costs. F. In the event of early termination or cancellation, the Contractor shall be entitled to compensation for services performed satisfactorily under this agreement and expenses incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this agreement. 15. Avoidance of Conflicts of Interest by Contractor A. CDPH intends to avoid any real or apparent conflict of interest on the part of the Contractor, subcontractors, or employees, officers and directors of the Contractor or subcontractors. Thus, CDPH reserves the right to determine, at its ·sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Contractor to submit additional information or a plan for resolving the conflict , subject to CDPH review and prior approval. B. Conflicts of interest include, but are not limited to: (1) An instance where the Contractor or any of its subcontractors , or any employee, officer, or director of the Contractor or any subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the Contract would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the Contract. (2) An instance where the Contractor 's or any subcontractor's employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties. C. If CDPH is or becomes aware of a known or suspected conflict of interest, the Contractor will be given an opportunity to submit additional information or to resolve the conflict. A Contractor with a suspected conflict of interest will have five (5) working days from the date of notification of the conflict by CDPH to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to the satisfaction of CDPH, the conflict will be grounds for terminating the Contract. CDPH may, at its discretion upon receipt of a written request from the Contractor, authorize an extension of the timeline indicated herein. 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: