HomeMy WebLinkAboutAgreement A-22-475 MOU with Aegis Treatment Centers LLC.pdf Agreement No. 22-475
1 MEMORANDUM OF UNDERSTANDING
2 This Memorandum of Understanding (MOU) is effective upon execution and is between
3 Aegis Treatment Centers, a Limited Liability Company, whose address is 7246 Remment
4 Avenue, Canoga Park, CA, 91303, hereinafter referred to as "CONTRACTOR", and the County
5 of Fresno, a political subdivision of the State of California, hereinafter referred to as "County".
6 Recitals
7 A. COUNTY is authorized through its Intergovernmental Agreement with the
8 California Department of Health Care Services, hereinafter referred to as State or
9 DHCS, to subcontract for Drug Medi-Cal services (DMC) in Fresno County; and
10 B. COUNTY is authorized to contract with privately operated agencies for the
11 provision of alcohol and other drug treatment services, pursuant to Title 9,
12 Division 4 of the California Code of Regulations and Division 10.5 (commencing
13 with Section 11750) of the California Health and Safety Code; and
14 C. CONTRACTOR is certified by the State to provide medications for addiction
15 treatment (MAT) services required by the COUNTY, pursuant to the terms and
16 conditions of this MOU.
17 D. CONTRACTOR is currently contracted with COUNTY under the current DMC
18 Organized Delivery System (ODS) Master Agreement as a Narcotic Treatment
19 Provider (NTP), County of Fresno Agreement Number 22-176, hereinafter
20 referred to as "Agreement 22-176".
21 The parties therefore agree as follows:
22 Article 1
23 Contractor's Services
24 1.1 Scope of Services. The Contractor shall perform all of the services provided in
25 Exhibit A to this MOU, titled "Scope of Services."
26 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
27 able to perform all services provided in this MOU.
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1 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
2 applicable federal, state, and local laws and regulations in the performance of its obligations
3 under this MOU, including but not limited to workers compensation, labor, and confidentiality
4 laws and regulations.
5 Article 2
6 County's Responsibilities
7 2.1 The County shall ensure CONTRACTOR has referral sources to facilitate linkage to
8 adolescent outpatient treatment services for counseling and recovery services.
9 Article 3
10 Compensation, Invoices, and Payments
11 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
12 the performance of its services as outlined in the current DMC-ODS Master Agreement 22-176,
13 Section 5, Compensation. There are no dollars directly associated with this MOU.
14 Article 4
15 Term of Agreement
16 4.1 Term. This MOU is effective the date that the parties sign this MOU. This MOU will
17 not terminate until such time that there is no longer a need for adolescent MAT services or in
18 the event CONTRACTOR(S) is removed from the DMC Master Agreement 22-176.
19 Article 5
20 Notices
21 5.1 Contact Information. The persons and their addresses having authority to give and
22 receive notices provided for or permitted under this Agreement include the following:
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For the County:
24 Director, Fresno County Department of Behavioral Health
County of Fresno
25 1925 E. Dakota Avenue
Fresno, CA 93726
26 SAS(ajresnocountyca.gov
27 For the Contractor:
Vice President, Managed Care
28 Aegis Treatment Centers, LLC
7246 Remment Avenue
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1 Canoga Park, CA 91303
etreatment.com
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this MOU must be in writing, state that it is a notice provided under this
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MOU, and be delivered either by personal service, by first-class United States mail, by an
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overnight commercial courier service, by telephonic facsimile transmission, or by Portable
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Document Format (PDF) document attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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(D)A notice delivered by telephonic facsimile transmission or by PDF document
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attached to an email is effective when transmission to the recipient is completed (but, if
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such transmission is completed outside of County business hours, then such delivery is
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deemed to be effective at the next beginning of a County business day), provided that
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the sender maintains a machine record of the completed transmission.
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5.4 Claims Presentation. For all claims arising from or related to this MOU, nothing in
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this MOU establishes, waives, or modifies any claims presentation requirements or procedures
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provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government
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Code, beginning with section 810).
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Article 6
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Termination and Suspension
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6.1 Termination for Breach.
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1 (A) Upon determining that a breach (as defined in paragraph (C) below) has
2 occurred, the County may give written notice of the breach to the Contractor. The written
3 notice may suspend performance under this MOU and must provide at least 30 days for
4 the Contractor to cure the breach.
5 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
6 time stated in the written notice, the County may terminate this MOU immediately.
7 (C) For purposes of this section, a breach occurs when, in the determination of the
8 County, the Contractor has:
9 (1) Obtained or used funds illegally or improperly;
10 (2) Failed to comply with any part of this MOU;
11 (3) Submitted a substantially incorrect or incomplete report to the County; or
12 (4) Improperly performed any of its obligations under this MOU.
13 6.2 Termination without Cause. In circumstances other than those set forth above, the
14 County may terminate this MOU by giving at least 30 days advance written notice to the
15 Contractor.
16 6.3 No Penalty or Further Obligation. Any termination of this MOU by the County
17 under this Article 6 is without penalty to or further obligation of the County.
18 Article 7
19 Independent Contractor
20 7.1 Status. In performing under this MOU, the Contractor, including its officers, agents,
21 employees, and volunteers, is at all times acting and performing as an independent contractor,
22 in an independent capacity, and not as an officer, agent, servant, employee, joint venturer,
23 partner, or associate of the County.
24 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
25 manner or method of the Contractor's performance under this MOU, but the County may verify
26 that the Contractor is performing according to the terms of this MOU.
27 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
28 right to employment rights or benefits available to County employees. The Contractor is solely
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1 responsible for providing to its own employees all employee benefits required by law. The
2 Contractor shall save the County harmless from all matters relating to the payment of
3 Contractor's employees, including compliance with Social Security withholding and all related
4 regulations.
5 7.4 Services to Others. The parties acknowledge that, during the term of this MOU, the
6 Contractor may provide services to others unrelated to the County.
7 Article 8
8 Indemnity and Defense
9 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
10 County (including its officers, agents, employees, and volunteers) against all claims, demands,
11 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
12 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
13 the performance or failure to perform by the Contractor (or any of its officers, agents,
14 subcontractors, or employees) under this MOU. The County may conduct or participate in its
15 own defense without affecting the Contractor's obligation to indemnify and hold harmless or
16 defend the County.
17 8.2 Survival. This Article 8 survives the termination of this MOU.
18 Article 9
19 Insurance
20 9.1 The Contractor shall comply with all the insurance requirements in the DMC Master
21 Agreement 22-176.
22 Article 10
23 Inspections, Audits, and Public Records
24 10.1 Inspection of Documents. The Contractor shall make available to the County, and
25 the County may examine at any time during business hours and as often as the County deems
26 necessary, all of the Contractor's records and data with respect to the matters covered by this
27 MOU, excluding attorney-client privileged communications. The Contractor shall, upon request
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1 by the County, permit the County to audit and inspect all of such records and data to ensure the
2 Contractor's compliance with the terms of this MOU.
3 10.2 Public Records. The County is not limited in any manner with respect to its public
4 disclosure of this MOU or any record or data that the Contractor may provide to the County. The
5 County's public disclosure of this MOU or any record or data that the Contractor may provide to
6 the County may include but is not limited to the following:
7 (A) The County may voluntarily, or upon request by any member of the public or
8 governmental agency, disclose this MOU to the public or such governmental agency.
9 (B) The County may voluntarily, or upon request by any member of the public or
10 governmental agency, disclose to the public or such governmental agency any record or
11 data that the Contractor may provide to the County, unless such disclosure is prohibited
12 by court order.
13 (C)This MOU, and any record or data that the Contractor may provide to the County,
14 is subject to public disclosure under the Ralph M. Brown Act (California Government
15 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
16 (D)This MOU, and any record or data that the Contractor may provide to the County,
17 is subject to public disclosure as a public record under the California Public Records Act
18 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section
19 6250) ("CPRA").
20 (E) This MOU, and any record or data that the Contractor may provide to the County,
21 is subject to public disclosure as information concerning the conduct of the people's
22 business of the State of California under California Constitution, Article 1, section 3,
23 subdivision (b).
24 (F) Any marking of confidentiality or restricted access upon or otherwise made with
25 respect to any record or data that the Contractor may provide to the County shall be
26 disregarded and have no effect on the County's right or duty to disclose to the public or
27 governmental agency any such record or data.
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1 10.3 Public Records Act Requests. If the County receives a written or oral request
2 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
3 and which the County has a right, under any provision of this MOU or applicable law, to possess
4 or control, then the County may demand, in writing, that the Contractor deliver to the County, for
5 purposes of public disclosure, the requested records that may be in the possession or control of
6 the Contractor. Within five business days after the County's demand, the Contractor shall (a)
7 deliver to the County all of the requested records that are in the Contractor's possession or
8 control, together with a written statement that the Contractor, after conducting a diligent search,
9 has produced all requested records that are in the Contractor's possession or control, or (b)
10 provide to the County a written statement that the Contractor, after conducting a diligent search,
11 does not possess or control any of the requested records. The Contractor shall cooperate with
12 the County with respect to any County demand for such records. If the Contractor wishes to
13 assert that any specific record or data is exempt from disclosure under the CPRA or other
14 applicable law, it must deliver the record or data to the County and assert the exemption by
15 citation to specific legal authority within the written statement that it provides to the County
16 under this section. The Contractor's assertion of any exemption from disclosure is not binding
17 on the County, but the County will give at least 10 days' advance written notice to the Contractor
18 before disclosing any record subject to the Contractor's assertion of exemption from disclosure.
19 The Contractor shall indemnify the County for any court-ordered award of costs or attorney's
20 fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to
21 produce any such records, or failure to cooperate with the County with respect to any County
22 demand for any such records.
23 Article 11
24 General Terms
25 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
26 MOU may not be modified, and no waiver is effective, except by written agreement signed by
27 both parties. The Contractor acknowledges that County employees have no authority to modify
28 this MOU except as expressly provided in this MOU.
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1 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
2 under this MOU without the prior written consent of the other party.
3 11.3 Governing Law. The laws of the State of California govern all matters arising from
4 or related to this MOU.
5 11.4 Jurisdiction and Venue. This MOU is signed and performed in Fresno County,
6 California. Contractor consents to California jurisdiction for actions arising from or related to this
7 MOU, and, subject to the Government Claims Act, all such actions must be brought and
8 maintained in Fresno County.
9 11.5 Construction. The final form of this MOU is the result of the parties' combined
10 efforts. If anything in this MOU is found by a court of competent jurisdiction to be ambiguous,
11 that ambiguity shall not be resolved by construing the terms of this MOU against either party.
12 11.6 Days. Unless otherwise specified, "days" means calendar days.
13 11.7 Headings. The headings and section titles in this MOU are for convenience only and
14 are not part of this MOU.
15 11.8 Severability. If anything in this MOU is found by a court of competent jurisdiction to
16 be unlawful or otherwise unenforceable, the balance of this MOU remains in effect, and the
17 parties shall make best efforts to replace the unlawful or unenforceable part of this MOU with
18 lawful and enforceable terms intended to accomplish the parties' original intent.
19 11.9 Nondiscrimination. During the performance of this MOU, the Contractor shall not
20 unlawfully discriminate against any employee or applicant for employment, or recipient of
21 services, because of race, religious creed, color, national origin, ancestry, physical disability,
22 mental disability, medical condition, genetic information, marital status, sex, gender, gender
23 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
24 all applicable State of California and federal statutes and regulation.
25 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this MOU on any one or more occasions is not a waiver of performance
27 of any continuing or other obligation of the Contractor and does not prohibit enforcement by the
28 County of any obligation on any other occasion.
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1 11.11 Entire Agreement. This MOU, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this MOU, and it
3 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in
5 this MOU. If there is any inconsistency between the terms of this MOU without its exhibits and
6 the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to
7 the terms of this MOU without its exhibits, and then to the terms of the exhibits.
8 11.12 No Third-Party Beneficiaries. This MOU does not and is not intended to create any
9 rights or obligations for any person or entity except for the parties.
10 11.13 Authorized Signature. The Contractor represents and warrants to the County that:
11 (A) The Contractor is duly authorized and empowered to sign and perform its
12 obligations under this MOU.
13 (B) The individual signing this MOU on behalf of the Contractor is duly authorized to
14 do so and his or her signature on this MOU legally binds the Contractor to the terms of
15 this MOU.
16 11.14 Electronic Signatures. The parties agree that this MOU may be executed by
17 electronic signature as provided in this section.
18 (A) An "electronic signature" means any symbol or process intended by an individual
19 signing this MOU to represent their signature, including but not limited to (1) a digital
20 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
21 scanned and transmitted (for example by PDF document) version of an original
22 handwritten signature.
23 (B) Each electronic signature affixed or attached to this MOU (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this MOU for all
25 purposes, including but not limited to evidentiary proof in any administrative or judicial
26 proceeding, and (2) has the same force and effect as the valid original handwritten
27 signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This MOU is not conditioned upon the parties conducting the transactions under
9 it by electronic means and either party may sign this MOU with an original handwritten
10 signature.
11 11.15 Counterparts. This MOU may be signed in counterparts, each of which is an
12 original, and all of which together constitute this MOU.
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1 The parties are signing this MOU on the date stated in the introductory clause.
2
COUNTY OF FRESNO
3 Aegis Treatment Centers, LLC
4 L Oj-
,
5 Susan D. Hoeflic , VitA President, Managed Brian Pacheco, Chairman of the Board of
Care Supervisors of the County of Fresno
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7246 Remmet Ave, Canoga Park, CA 91303 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
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By:
10 Deputy
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Exhibit A
Scope of Services
CONTRACTOR agrees to provide the following services to any adolescent person served
who meets medical necessity for narcotic treatment program services, including additional
medication assisted treatment:
A. Each person served will be considered on a case-by-case basis.
B. Any consideration of adolescent OTP/NTP service delivery must comply with Title
9 of the CA Health and Safety Code allowing adolescents to receive MAT in Opioid
Treatment Programs. Per the Rehabilitation and Developmental Services Division 4,
Alcohol and Drug Programs, Chapter 4, Narcotic Treatment programs, section 10270 —
Criteria for Patient Selection, Section d.2 requirements, patients under the age of 18
years, must have a documented history of two unsuccessful attempts at short-term
detoxification or drug-free treatment within a 12-month period. The methods to confirm
this history and the types of documentation to be maintained in the patient's record shall
be stated in the protocol. Patients under the age of 18 years shall also have the written
consent of their parent(s) or guardian prior to admission, which COUNTY shall procure.
C. CONTRACTOR will comply with providing the Federal Drug Administration (FDA)
approved medications listed in DHCS Information Notice No. 21-024 DMC-ODS — Expanding
Access to MAT.
D. Any adolescent client considered for OTP/NTP treatment services will be assessed,
triaged and provided a full multidimensional ASAM Assessment by COUNTY contracted SUD
treatment provider.
E. Any adolescent client considered for OTP/NTP treatment services must be oriented to and
agree to OTP/NTP services.
F. Evidenced-based-practices will usually indicate buprenorphine as the most appropriate
medication for adolescents within an OTP/NTP, but this does not preclude the need for the other
FDA approved medications if indicated.
A-1
Exhibit A
G. Because it is clinically contraindicated to mix adult and adolescent clients for long term
care within an OTP/NTP, CONTRACTOR will provide initial assessment, medical clearance,
induction services (if buprenorphine is used), initial and ongoing medication prescription and
medical management of the medications.
H. All adolescents receiving OTP/NTP treatment services will receive behavioral SUD
treatment through COUNTY contracted adolescent providers.
I. Individual care coordination services will be provided by COUNTY contracted providers to
all adolescents receiving OTP/NTP services with CONTRACTOR to ensure seamless integration
between COUNTY and CONTRACTOR for client Treatment/Recovery success.
J. CONTRACTOR will provide adolescent with a referral and warm handoff to the county
contracted treatment program for counseling services.
A-2