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HomeMy WebLinkAboutAgreement A-13-572-2 with Eminence Healthcare, Inc..pdfCOUNTY 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 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 EMINENCE HEALTHCARE, INC., a California corporation, whose address is 7485 North Palm Avenue Suite 103, Fresno, California, 93711, hereinafter referred to as “CONTRACTOR” (collectively the “parties”). WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement No. 13-572, effective September 17, 2013, as amended by Amendment I, identified as County Agreement No. 13-572-1 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-Eight (28) 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 One Million and No/100 Dollars ($1,000,000). For the twelve month period of July 1, 2017 through 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 June 30, 2018, in no event shall the total compensation for actual services performed under this Agreement be in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00). 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 amounts 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 -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 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 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 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-Five (25) 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 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 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 H: 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 I: 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 J: Oath of Confidentiality, before they begin employment with 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 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 B, Scope of Work, be deleted and replaced with Revised Exhibit B, attached hereto and incorporated herein by this reference. All references in the Agreement to “Exhibit B” shall be deleted and replaced with “Revised Exhibit B”. 5. That Exhibit A. Service Site Locations, and Exhibit C be deleted in their entirety. All references in the Agreement to “Exhibit A” and “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. /// /// /// /// /// /// /// /// /// /// /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 1 9 20 21 22 23 24 2 5 26 27 28 IN WITNESS WHEREOF , the parties hereto ha ve executed this Amendment II to Agreement No. 13-572 as of as of the day and year first hereinabove written . CONTRACTOR: EMINENCE HEAL THCARE, INC. PrintName: £~0Ao,rcl I oro si ~ Title: 7r-es ·~ cl~ { Chairman of the Board , or President, or any Vice President Print Name: J2..; c_)v,cw-d ~?loS1'QlN\ Title: c"'~-t_£ \~ (\OW\(ja I of£.·~ Secretary of Corporation, any Assistant Secretary, or Chief Financial Officer, or Assistant Treasurer Mailing Address: Eminence Healthcare, Inc. 7485 N . Palm Ave . Suite 103 Fresno, CA 93711 Contact: Chief Executive Officer Ill Ill Ill Ill COUNTY OF FRESNO B y _____!_ft_____:_:______:_~L __ Brian Pacheco , Chairman Board of Supervisors Date: L; -:AD -I ') BERNICE E. SEIDEL, Clerk Board of Supervisors By 9,J =t ~s\,O'f Date: LD -()J) -\ f - 7 -COU NTY OF FRESNO Fre sno , CA Youth Treatment Services .PROGRAM DESCRIPTION, REVISED EXHIBIT 8-SCOPE OF WORK Pate 2 of 5 The Eminence Youth Treatment program is a minimum 90-day Outpatient Substance Use Disorder treatment program that implements a variety of evidence-based treatment strategies that are culturally and linguistically sensitive, and gender specific. Services are delivered in individual and group therapy sessions at various locations within Fresno County. In addition, Eminence will operate a Children1 s Outpatient Services Co-Occurring Treatment and Substance Use Disorder treatment program located at 3133 N. Millbrook Ave. Fresno, CA 93703. Services will be delivered in individual and group therapy sessions. SCHEDULE OF SERVICES. CONTRACTOR staff shall be available to provide Outpatient Substance Use Disorder and Co­ occurring treatment services Mondays through Fridays. CONTRACTOR shall enroll clients into an appropriate level of treatment within 72 hours of initial assessment. TARGET POPULATION The target population that will participate in or more of the programs is: 1)Between the ages of 12 to 17 years old; 2)residents of Fresno County; 3)meeting the DSM IV-TR criteria for placement in the appropriate program. STAFFING REQUIREMENTS, 1.CONTRACTOR shall implement each program through guidance and oversight of the project, including operations, strategic planning/development, and direct services, provided by the Program Director, Clinical Supervisor, Program and Clinical Coordinators, and a Medical Director. 2.Clinical Treatment Staff: The Program and Clinical Coordinators work as part of a Multi­ disciplinary Casework team that is under the direction of the Clinical Supervisor. Direct services are delivered by AOD Counselors. According to CCR Title 9, by October 1, 2005 or within six months of the date of hire, whichever is later, all non-licensed or non-certified individuals providing counseling services in an AOD program are required to register to obtain certification as an AOD counselor by one of the certifying organizations specified in the regulation. Further, registrants shall complete certification as an AOD counselor within five years of the date of registration. In addition, according to CCR Title 9, by April 2010, at least 30% of staff providing counseling services in AOD programs shall be licensed or certified. 3.The Outpatient treatment staff will be available on-site 6 hours a day, 5 days a week. Participants may access crisis intervention through the main facility telephone number (559) 221-8100.