HomeMy WebLinkAboutAgreement A-13-574-2 with Mental Health Systems, Inc..pdf
COUNTY OF FRESNO
Fresno, CA
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AMENDMENT II TO AGREEMENT
THIS AMENDMENT is made and entered into this __________ day of ____________, 2017,
by and between the COUNTY OF FRESNO, a political subdivision of the State of California,
hereinafter referred to as "COUNTY", and MENTAL HEALTH SYSTEMS, INC., a California
corporation, whose address is 9465 Farnham Street, San Diego, California, 92123, hereinafter referred
to as “CONTRACTOR” (collectively the “parties”).
WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement
No. 13-574, effective September 17, 2013, as amended by Amendment I, identified as County
Agreement No. 13-574-1 effective May 24, 2016, hereafter referred to collectively as the Agreement;
and
WHEREAS, CONTRACTOR has agreed to provide outpatient alcohol and substance use disorder
treatment services to Fresno County minors between the ages of 12 and 17 years old; and
WHEREAS the parties desire to amend the Agreement, regarding changes as stated below and
restate the Agreement in its entirety.
NOW, THEREFORE, in consideration of their mutual promises, covenants and conditions,
hereinafter set forth, the sufficiency of which is acknowledged, the parties agree as follows:
1. That Paragraph Four (4) – Compensation, in the Agreement, on Page Three (3), beginning
with Line Thirteen (13) and ending on Page Five (5), Line Twenty-One (21) be deleted in in its entirety
and the following inserted in its place:
“4. COMPENSATION
A. COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to
receive compensation for provision of Outpatient Substance Use Disorder treatment services performed
by CONTRACTOR in accordance with the published State Maximum Allowable Drug Medi-Cal rates
for Fiscal Year 2017-18, or when applicable, the rate(s) subsequently approved by California
Department of Health Care Services for the then current twelve-month period during which the
Agreement is in effect. For each twelve (12) month period of July 1, 2013 through June 30, 2017, in no
event shall the total compensation for actual services performed under this Agreement be in excess of
Eighty Thousand and No/100 Dollars ($80,000). For the twelve month period of July 1, 2017 through
COUNTY OF FRESNO
Fresno, CA
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June 30, 2018, in no event shall the total compensation for actual services performed under this
Agreement be in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00).
It is understood that all expenses incidental to CONTRACTOR’s performance of
services under this agreement shall be borne by CONTRACTOR.
B. The contract maximum amount as identified in this Agreement may be
reduced based upon State, Federal, and local funding availability. In the event of such action,
COUNTY’s DBH Director or her designee, shall notify the CONTRACTOR in writing of the reduction
in the maximum amount within 30 days of notification of same from the funding source.
In the event funding for these services is delayed by the State Controller,
COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment shall not
exceed the amount of funding delayed by the State Controller to the COUNTY. The period of time of
the deferral by COUNTY shall not exceed the period of time of the State Controller’s delay of payment
to the COUNTY plus forty-five days.
C. Payments –CONTRACTOR(S) shall complete the year end cost report in
accordance to Section 16 of this Agreement at the end of each fiscal year to reflect actual cost and
reimbursement for services provided. Within forty-five (45) days of the reconciliation by COUNTY,
CONTRACTOR(S) shall make payment to COUNTY or COUNTY shall reimburse CONTRACTOR(S)
as appropriate.
Payment by COUNTY shall be in arrears, based on CONTRACTOR(S)’ monthly
invoices submitted for services provided during the preceding month, within forty-five (45) days after
receipt and verification of CONTRACTOR(S)’ monthly invoices by COUNTY’s DBH Substance Use
Disorder Services.
For services rendered herein, CONTRACTOR(S) shall assure that an on-going
quality assurance component is in place and is occurring. CONTRACTOR(S) shall assure that clinical
records for each participant are of such detail and length that a review of said record will verify that
appropriate services were provided. If the record is unclear, incomplete, and/or indicates that
appropriate services were not provided, COUNTY reserves the right to withhold payment for the
applicable unit(s) of service. If CONTRACTOR(S) should fail to comply with any provision of this
COUNTY OF FRESNO
Fresno, CA
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Agreement, COUNTY shall be relieved of its obligation for further compensation. CONTRACTOR(S)’
and COUNTY’s obligations under this section shall survive the termination or expiration of this
Agreement with respect to services provided during the Term of this Agreement without regard to the
cause of termination of this Agreement.
D. Public Information - CONTRACTOR(S) shall disclose its funding source
in all public information, however, this requirement of disclosure of funding source shall not be required
in spot radio or television advertising.
E. Lobbying Activity - CONTRACTOR(S) shall not directly or indirectly use
any of the funds provided under this Agreement for publicity, lobbying, or propaganda purposes
designed to support or defeat legislation pending before the Congress of the United States or the
Legislature of the State of California.
F. Political Activity - CONTRACTOR(S) shall not directly or indirectly use
any of the funds under this Agreement for any political activity or to further the election or defeat of any
candidate for public office.
G. Funding Sources – Any direct or indirect service provided by
CONTRACTOR as part of its overall alcohol and SUD program may be partially supported by revenues
or in-kind contributions generated by CONTRACTOR. Said direct and indirect services provided under
this Agreement may be partially supported by private or agency contributions. It shall be the obligation
of CONTRACTOR(S) to determine and claim all revenue possible from private pay sources and third
party payers. CONTRACTOR(S) shall not use any funds under this Agreement for services covered by
Drug Medi-Cal or other health insurance for eligible beneficiaries. CONTRACTOR(S) shall claim all
Drug Medi-Cal covered services for eligible beneficiaries through the Drug Medi-Cal claiming process.
COUNTY will only reimburse CONTRACTOR(S) for services rendered that are not covered by Drug
Medi-Cal, other insurance or other revenue sources.
Any revenues generated by CONTRACTOR(S) in excess of the amounts budgeted
in this Agreement, may be utilized to expand/enhance the services during COUNTY’s fiscal years in
which revenues are collected or in the following COUNTY fiscal year. Additional revenues will be
considered separate and distinct from COUNTY’s payment to CONTRACTOR(S). The manner and
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Fresno, CA
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means of service expansion/enhancement shall be subject to the prior written approval of COUNTY’s
DBH Director or her designee. CONTRACTOR(S) shall disclose all sources of revenue to COUNTY.
Under no circumstances will COUNTY funded staff time be used for fund-raising purposes.
H. Cost of Living Adjustment – CONTRACTOR (S) shall not utilize any
funds provided under this Agreement for cost of living adjustments to CONTRACTOR(S)’ employee
compensation in excess of what is approved in the budget submitted with the RFP response.”
2. That Paragraph Forty-Three (43) – Trafficking In Persons Provisions – Private Entity -,
which was added to the Agreement by Amendment I at Page Forty (40), Line Twenty-One (21) be
deleted in its entirety and the following inserted in its place, and insert Paragraphs Forty-Four (44),
Forty-Five (45) and Forty-Six (46) to read as follows:
“43. TRAFFICKING IN PERSONS PROVISIONS – PRIVATE ENTITY
CONTRACTOR shall conform to all Federal statutes and regulations prohibiting
trafficking in persons, as well as trafficking-related activities, including, but not limited to the trafficking
of persons provisions in Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA) as
amended by Section 1702.
CONTRACTOR, CONTRACTOR’s employees, subrecipients, and subrecipients’
employees may not:
A. Engage in severe forms of trafficking in persons during the period of time
that the award is in effect;
B. Procure a commercial sex act during the period of time that the award is in
effect; or
C. Use forced labor in the performance of the award or subawards under the
award.
This agreement may be unilaterally terminated, without penalty, if
CONTRACTOR or a subrecipient that is a private entity is determined to have violated a prohibition of
the TVPA or has an employee who is determined by the DBH Director or designee to have violated a
prohibition of the TVPA through conduct that is either associated with performance under the award or
imputed to the CONTRACTOR or their subrecipient using the standards and due process for imputing
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Fresno, CA
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the conduct of an individual to an organization that are provided in 2 C.F.R. Part 180, “OMB Guidelines
to Agencies on Government-wide Debarment and Suspension (Nonprocurement).
CONTRACTOR must inform the DBH Director or her designee immediately of
any information received from any source alleging a violation of a prohibition of the TVPA.
CONTRACTOR must sign a certification annually acknowledging the Trafficking
Victims Protection Act of 2000 requirements, attached hereto as Exhibit G: TVPA 2000 Certification,
incorporated herein by reference and made part of this Agreement and must require all employees to
complete annual TVPA training.
44. RESTRICTION ON DISTRIBUTION OF STERILE NEEDLES
CONTRACTOR shall adhere to the State-County Contract requirement that no
funds shall be used to carry out any program of distributing sterile needles or syringes for the
hypodermic injection of any illegal drug unless the DHCS chooses to implement a demonstration
syringe services program for intravenous drug users.
45. UNLAWFUL USE OF DRUGS AND ALCOHOL
CONTRACTOR shall ensure that information provided to clients contains a
clearly written statement that there shall be no unlawful use of drugs or alcohol associated with
CONTRACTOR. Additionally CONTRACTOR shall ensure that no aspect of the program includes any
message in materials, curricula, teachings, or promotion of the responsible use, if the use is unlawful, of
drugs or alcohol pursuant to Health and Safety Code (HSC) 11999-11999.3. CONTRACTOR shall
maintain that any unlawful use of drugs and alcohol is illegal and dangerous.
CONTRACTOR must sign the certification attached hereto as Exhibit H: Unlawful
Use of Drugs and Alcohol Certification, incorporated herein by reference and made part of this
Agreement agreeing to uphold the obligations of HSC 11999 – 11999.3.
COUNTY shall enforce the requirement of “No Unlawful Use” set forth by DHCS
and requires CONTRACTOR to enforce the requirement as well.
46. CONFIDENTIALITY OATH
CONTRACTOR shall ensure that all of its employees sign a written confidentiality
oath, attached hereto as Exhibit I: Oath of Confidentiality, before they begin employment with
COUNTY OF FRESNO
Fresno, CA
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CONTRACTOR and shall renew said document annually thereafter. CONTRACTOR shall retain each
employee’s written confidentiality oath for COUNTY and DHCS inspection for a period of six (6) years
following the termination of this agreement.”
3. That Paragraph Forty-Four (44) – Governing Law – shall be renumbered to read as
Paragraph Forty-Seven (47) “GOVERNING LAW” and Paragraph Forty-Five (45) – Entire
Agreement – shall be renumbered to read as Paragraph Forty-Eight (48) “ENTIRE AGREEMENT”:
4. That Exhibit A, Scope of Work, be deleted and replaced with Revised Exhibit A, attached
hereto and incorporated herein by this reference. All references in the Agreement to “Exhibit A” shall
be deleted and replaced with “Revised Exhibit A”.
5. That Exhibit C be deleted in its entirety. All references in the Agreement to “Exhibit C”
shall be deleted.
6. COUNTY and CONTRACTOR agree that this Amendment II is sufficient to amend the
Agreement; and that upon execution of this Amendment II, the Agreement, Amendment I and
Amendment II together shall be considered the Agreement.
7. The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions, and promises contained in the Agreement and not amended herein shall remain in
full force and effect. This Amendment II shall be effective July 1, 2017.
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1 TN WITNESS WHEREOF, the parties hereto have executed this Amendment II to Agreement No.
2 13-574 as ofthe day and year first hereinabove written .
3
4 ATTEST:
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PROVIDER:
MENTAL HEALTH SYSTEMS, INC. COUNTY OF FRESNO
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~~ By __ ~~------------------
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Brian Pacheco , Chairman
Print Name : .. mrw s C , C tA\\o.~Y\CL(), .Jc
Board of Supervisors
Title: kLs·,~+ h CEO Date :
Chairman ofthe Bbard , or
President, or any Vice President
By~~
Print Name:~ \('(\ O....'f-.C\.,
Title: t..:kO
Secretary of Corporation,
any Assistant Secretary, or
Chief Financial Officer, or
Assistant Treasurer
Mailing Address:
Mental Health Systems, Inc .
9465 Farnham Street
San Diego , CA 92123
Contact: President
Ill
Ill
BERNICE E . SEIDEL, Clerk
Board of Supervisors
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COUN TY OF FRESN O
Fresno, CA