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HomeMy WebLinkAboutP-24-010 Health Management Associates.pdf AGREEMENT NUMBER: P-24-010 Page 1 of 10 Health Management Associates 01/05/2024 HEALTH MANAGEMENT ASSOCIATES December 20, 2023 Michael Muro Program Manager Fresno County Department of Behavioral Health 3676 E. Shields Avenue Fresno, CA 93726 Re: Support for community planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic and strategies to abate the opioid epidemic. Dear Michael: Below is an updated proposal from Health Management Associates (HMA) to provide consulting services related to facilitating a community planning process that: 1) identifies root causes of addiction and overdose in Fresno County, 2) sets goals for reducing harms related to the opioid epidemic, 3) identifies areas and populations with the greatest needs for prevention, intervention,treatment and recovery services, and 4) identifies strategies to abate the opioid epidemic. This updated scope of work reflects an extended timeline and reflects HMA's support of Fresno County Department of Behavioral Health (FDBH) in planning for the use of opioid settlement funds. To achieve a successful planning process,there are several activities for which HMA will provide support to FDBH.These are outlined below in the Scope of Services. SCOPEOF HMA will provide the following services and any other activities, as requested: Identify the Root Causes of Addiction and Overdose and Identify Areas and Populations with the Greatest Needs for Prevention, Intervention,Treatment and Recovery Services ■ HMA will work with FDBH and partners to conduct a Needs, Gaps, and Assets Assessment in Fresno County by completing the following activities: o Conduct a brief survey of addiction and overdose providers in Fresno County to identify root causes, needs and assets related to prevention, intervention,treatment, and recovery across Fresno County and specific to jurisdictions o Convene stakeholders across Fresno County, including but not limited to local jurisdictions and/or cities, public health, law enforcement and other justice system partners,to learn about root causes, needs and assets related to prevention, intervention,treatment and recovery across Fresno County and specific to jurisdictions ■ When possible HMA will join existing partner meetings already planned to reduce the time burden on stakeholders o Review documents,websites, or other resources related to root causes, needs and assets related to prevention, intervention,treatment,and recovery across Fresno County and specific to jurisdictions 120 NORTH WASHINGTON SQUARE,SUITE 705,LANSING,MI 48933 TELEPHONE:517•482.92361 FAx:517.482.0920 W W W.HEALTHMANAGEMENT.COM AGREEMENT NUMBER: P-24-010 Page 2 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 2 o Conduct a literature review to identify root causes of addiction and overdose with factors relative to Fresno County(i.e., mix of urban and rural geographies) o Facilitate a convening of cross-sector of addiction and overdose partners to review findings of the Needs, Gaps, and Assets Assessment in Fresno County to identify areas and populations with the greatest needs for prevention, intervention,treatment, and recovery services and to brainstorm strategies to abate the opioid epidemic o Prepare a Needs, Gaps, and Assets report of findings Build a collective, unified, cross-sector coalition of stakeholders and providers in addiction and overdose prevention, intervention, treatment, and recovery to develop and oversee implementation of a strategic plan focused on abatement of the opioid epidemic. ■ Utilizing the Collective Impact Framework as a guide, HMA will work with Fresno County partners to support the development of a common agenda, shared goals, mutually reinforcing activities, and shared measurement across partners in the county. HMA will support Fresno County partners by: o Providing an overview of the collective impact framework to Fresno County partners o Facilitating a discussion to identify a common agenda for the collective work of the partners based on findings from the Needs and Gaps Assessment, identified areas and populations with the greatest needs and brainstormed strategies to abate the opioid epidemic o Facilitating a discussion to formalize expectations and norms for the group for ongoing work together, including how the group will continue to sustain and support their collective work, communicate with one another, be accountable to one another, etc. Develop a five-year strategic action plan with goals for reducing harms related to the opioid epidemic and a 10-year overview of the County's key strategies for ongoing opioid use abatement. ■ HMA will work with FCBH and the coalition of partners to develop strategies that ensure funds are allocated to activities and programs in a systematic process that is responsible and sustainable and that will equitably target the needs of the entire county ■ HMA will support development of the action plan by: o Facilitating the identification of mutually reinforcing activities that each cross-sector partner may engage in which advances the common agenda o Facilitating the development of a logic model/theory of change and identification of shared measures for the activities in the plan ■ HMA will prepare a final draft of the plan for approval by FCBH and the coalition of partners o HMA will provide subject matter expertise to the development of recommendations and activities to ensure alignment with evidence-based or promising practices, utilizing experts in HMA's Institute on Addiction and information in the National Settlement Tracker Page 12 Project#202214 AGREEMENT NUMBER: P-24-010 Page 3 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 3 PROJECT ■ Project Tasks Project Timeline January February March April May June Kickoff Conduct survey of addiction and overdose providers in Fresno County Convene stakeholders across Fresno County Review documents, websites, or other resources Conduct a literature review Prepare needs assessment report Facilitate a convening of cross- sector of addiction and overdose partners to review findings and identify areas and populations with the greatest needs Provide an overview of the collective impact framework to Fresno County partners Facilitate a discussion to identify a common agenda for the collective work of the partners based on findings from the Needs and Gaps Assessment Facilitate a discussion to formalize expectations and norms for the group for ongoing work together Work with FCBH and the coalition of partners to develop strategies that ensure funds are allocated to activities and programs in a systematic process that is responsible and sustainable and that will equitably target the needs of the entire county Page 13 Project#202214 AGREEMENT NUMBER: P-24-010 Page 4 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 4 Support development of the action plan by facilitating the identification of mutually reinforcing activities that advance the common agenda and facilitating the development of a logic model and/or theory of change and identification of shared measures for the activities in the plan Prepare a final draft of the strategic plan for approval by FCBH and the coalition of partners DELIVERABLES Pursuant to the Scope of Services discussed above, we will provide the following deliverables: DescriptionDeliverable Date Fresno County Needs, Gaps, Interview participant list, interview guides, 1. and Assets Assessment interview notes, survey questions, survey By no later Materials responses, lit review, list of documents, than 2/29/24 websites, etc. reviewed 2. Fresno County Needs, Gaps and Report summarizing findings from By no later Assets Assessment assessment, recommendations than 03/15/24 Fresno County Partner Participant lists, agendas, notes, slide decks, 03/01/24 thru 2. Meetings for Collective Impact facilitation plans, common agenda, roles of 06/30/24 partners Fresno County Strategic Action Plan with mutually reinforcing activities By no later 3. identified for each partner/sector, logic Plan model, and shared measures, timeline than 06/30/24 Shannon Breitzman will serve as the project manager and will ensure timely completion of deliverables, coordinate team activities, and provide consistent communication with Fresno County Department of Behavioral Health.Additional HMA staff will provide services for the project as subject matter experts as appropriate. Consultant and Research Associate will provide support to the needs, gaps and assets assessment in gathering and analyzing data, stakeholder engagement and preparing final report and strategic plan. Page 14 Project#202214 AGREEMENT NUMBER: P-24-010 Page 5 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 5 SCHEDULE & TERM OF AGREEMENT This Agreement will begin upon approval of a contract and shall continue in effect until June 30, 2024, unless terminated earlier by either party giving the other party thirty(30) days written notice of termination. If this Agreement is terminated by a party's written notice of termination,you agree to compensate HMA for all services rendered prior to HMA's actual knowledge of termination and for all out-of-pocket expenses incurred to date.The staffing arrangements and the scope of work stated in this letter apply to this project only. PROJECT The services described above will be provided on a time-and-materials basis. In addition, all out-of- pocket expenses will be reimbursed. Professional hourly rates and travel time will be billed as indicated in the table below. Based on the currently available information,we estimate professional fees and travel time of$90,000, including expenses. At this time,travel time may be anticipated for the services described above. As the project progresses, additional requests are made, or the scope evolves, we will provide updated estimates on the overall professional fees and expenses if necessary. We will submit invoices monthly for services provided in the previous month. These invoices will be payable upon receipt. 2023 Professional Hourly Title Rates 2023 Travel Time Rates Principal .13 FTE $395 $197.50 Consultant .11 FTE $225 $112.50 Research Associate .07 FTE $170 $85 HMA billing rates increase on January 1 of each calendar year unless agreed otherwise in writing. CONFIDENTIALITY, NON-DISCLOSURE, • HMA often serves multiple clients within a certain industry or market, including those with potentially opposing interests, and HMA's relationship with you will not be an exclusive relationship.Accordingly, HMA may have served, may currently be serving, or may in the future serve, other companies whose interests may be adverse to yours. In all such situations, HMA is committed to maintaining the confidentiality of each client's information, and ensuring that your interests, proprietary and otherwise, are protected.To that end, HMA strictly adheres to our Policy and Guidelines Related to Conflicts of Interest and Proprietary Information which contain nondisclosure procedures (such as firewall protocols and other safeguards)for the purpose of maintaining each client's confidential information and ensuring that your interests are protected. Both parties acknowledge that, in the course of performing work under this Agreement, a party may learn of or receive confidential,trade secret, or other proprietary information concerning the other party or third parties to whom the party has an obligation of confidentiality(Confidential Information). Each party agrees to take at least such reasonable precautions to protect the other party's Confidential Information as it takes to protect its own Confidential Information and agrees to not disclose to any third party any Confidential Information belonging to the other party. Page 15 Project#202214 AGREEMENT NUMBER: P-24-010 Page 6 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 6 All services will be performed by HMA as an independent contractor.This Agreement does not create a relationship between the parties of employment,joint venture, or agency. You agree that, for a period of two (2) years from the date of termination of this Agreement, neither you nor any of your representatives will entice away, solicit for employment, or employ any current or former employee of HMA without the express written consent of HMA. With prior notice, HMA may change the staff assigned to provide the Consulting Services with staff of equal abilities and qualifications. HMA may enter into subcontractor agreements for the performance of the services. Attached are our standard terms and conditions for the provision of services ("Terms and Conditions"), which are incorporated into this Letter Agreement.This Letter Agreement and the Terms and Conditions will constitute the entire agreement between HMA, and Fresno County Department of Behavioral Health related to the project described above. We are happy to discuss the proposed services and terms with you or provide any additional information you may require.The proposed services, staffing arrangements, and this Letter Agreement are valid for sixty days from the date of HMA's signature, after which the project fees and staff availability may be subject to change. If this Letter Agreement is acceptable to you, please sign and return to HMA's contracts director,Jeff DeVries via email,fax, or mail to the following address. Jeff DeVries Health Management Associates 120 N. Washington Square, Suite 705 Lansing, MI 48933 contracts@heaIthmanagement.com 517-482-0920(fax) Questions can be directed to me at 720-638-6714 or sbreitzman@healthmanagement.com. Sincerely, Shannon Breitzman Principal (Signature page follows) Page 16 Project#202214 AGREEMENT NUMBER: P-24-010 Page 7 of 10 Health Management Associates 01/05/2024 Fresno County Department of Behavioral Health 12/20/2023 Page 7 Approved by: Digitally signed by Manuel M. Manuel M. Vilanova Vilanova Date:2024.01.05 12:35:28-08'00' Kelly Johnson, Chief Administrative Officer For Fresno County Department of Behavioral Health Management Associates, Inc. Health December 20, 2023 January 5, 2024 Date Date Please complete for invoicing purposes: Name: Address: Phone: E-Mail: ❑ Receive invoices via e-mail Page 17 Project#202214 AGREEMENT NUMBER: P-24-010 Page 8 of 10 Health Management Associates 01/05/2024 TERMS AND CONDITIONS Until further notice,your primary contact person and notice 1.Compensation and Expenses. You agree to compensate HMA addresses are the addressee of the Letter Agreement. for the services to be provided by HMA("Consulting Services")in accordance with the compensation schedule set forth in the Letter 4.Liability,Disclaimer of Warranty. Agreement(the"Fees').At its discretion,HMA may change the compensation schedule from time to time provided that(a)HMA A.Subject to the limitations of this Section 4,each party may not change compensation quoted as a fixed price for an entire agrees to be responsible for its own negligence,gross negligence, project for specified Consulting Services,and(b)individual hourly or deliberately wrongful acts and omissions and neither party will billing rates set forth in the Letter Agreement may not be be liable to the other for consequential,punitive,special, increased more than once in any calendar year.You also agree to incidental,and exemplary loss,damage or expenses(or for pay directly,or reimburse HMA,for HMA's reasonable and business interruption,lost business,lost profits or lost savings), necessary out of pocket expenses incurred in rendering Consulting whether based on breach of contract,tort(including negligence), Services. Such reasonable and necessary expenses may include strict liability,product liability,under statute or otherwise,even if without limitation the expenses of telephone,photocopying,data it has been advised of the possibility of such damage. acquisition,data generation,travel,lodging,meals,postage, B.Your exclusive remedy,and HMA's sole obligation,for overnight mail,and relevant supplies. HMA's expenses will be any breach of this Agreement will be for HMA,upon receipt of paid or reimbursed at HMA's cost,without any markup,margin, written notice from you,to use commercially reasonable efforts to or profit to HMA. cure the breach at its own expense,or,if HMA is unwilling or 2.Billing and Payment. At such intervals as are set forth in the unable to do so,to return any Fees paid to it by you for the Letter Agreement,HMA will send billing statements to you with a Consulting Services related to such breach. reasonable itemization of the Consulting Services performed by C.The limit of HMA's liability(whether in contract,tort, HMA,the expenses incurred by HMA,and the Fees payable by negligence,strict liability,product liability,under statute or you for such Consulting Services. HMA's invoices are due upon receipt and become past due °r �t�ay)s after receipt. Past otherwise)to you or to any third party concerning performance or receipt eco e past d e i�+o�h�rRo� F after receipt. percent n oft non-performance by HMA,or in any manner related to this diapaAgreement,for any and all claims,will not in the aggregate exceed per.mouth. Until further notice from you,HMA's billing the Fees and expenses paid by you to HMA hereunder. statements are to be sent by email,fax,and/or regular mail to the addressee of the Letter Agreement. You agr�ee to pay each HMA D.All Consulting Services provided pursuant to this billing statement in full within& 9a�s of receiving the Agreement are provided on an"as is"basis. HMA makes and billing statement. Payments to HMA are preferred via electronic gives no warranty concerning the Consulting Services,express or funds transfer(Bank:Bank of America,Account no.375011515507 implied,including any implied warranties of fitness for a Account name:Health Management Associates,Inc.Routing no. particular purpose,all of which are hereby disclaimed. 072000805 Wire routing no.026009593).or,unless otherwise E.This Section 4 will survive any termination of this directed by HMA,mailed to the following address: Agreement. Revenue Director 5.Taxes. Each party is solely and completely responsible for any Health Management Associates,Inc. and all income taxes due and owing by it to any governmental 120 North Washington Square,Suite 705 entity or agency(local,state and/or federal)on any monies or Lansing,Michigan 48933 compensation received by it. This paragraph will survive any 3.Contacts and Notices. For the purposes of this Agreement,each termination of this Agreement. party agrees to identify a primary contact person to whom all 6.Work Product&Residuals. Agreement matters and notices may be communicated. A party may change its contact person from time to time by written notice A.Definitions.The definitions set forth in this Section to the other party. Notice from one party to another relating to 6(A)shall apply to this Agreement: this Agreement is effective if made in writing(including fax and (i) "Preexisting Work"shall mean all of a party's content, email)and delivered to the recipient's address,fax number,or expression,materials,documentation,software and technology email address. Until further notice,HMA's primary contact possessed by the party prior to this Agreement or developed person and notice addresses are: independently of this Agreement. Contracts Senior Director ii "Residuals"shall mean all of HMA's ideas,know-how, Health Management Associates,Inc. ( ) approaches,methodologies,concepts,skills,tools,techniques and 120 North Washington Square,Suite 705 processes,and all intellectual property rights such as patent, Lansing,Michigan 48933 trademark,and copyright,irrespective of whether possessed by Fax 517-482-0920 HMA prior to,or acquired,developed or refined by HMA under E Mail:contractsChealthmanagement.com this Agreement. AGREEMENT NUMBER: P-24-010 Page 9 of 10 Health Management Associates 01/05/2024 (iii) "Work Product"shall mean the deliverables hereunder an irrevocable,nonexclusive,non-transferable,perpetual,paid-up, including but not limited to all written,graphic,stored,and/or worldwide license(except as set forth in Section 6(H)(i))to the recorded materials prepared or generated in connection with Work Product,including any Residuals or HMA Preexisting Work HMA's Consulting Services,whether individually by HMA or therein,to use,copy,modify and prepare derivative works for jointly with you. your internal business purposes only.You may not distribute or B.Except for the license granted in Section 6(H)below,all sublicense the Work Product to any third party,except to right,title,and interest(including,but not limited to,all independent contractors who will use the same solely for your copyrights,patents,trademarks,trade secrets and other benefit,and who have entered into a written agreement containing intellectual property rights)in all Work Product is and will remain confidentiality provisions at least as protective of HMA's the property of HMA. confidential information as those set forth in this Agreement. Under no circumstances may you distribute the Work Product, C.All right,title,and interest(including,but not limited any Residuals or Company Preexisting Work to any entity which to,all copyrights,patents,trademarks,trade secrets and other competes with HMA without the express written permission of intellectual property rights) in the Residuals and HMA's HMA. Preexisting Work are and will remain the property of HMA, (i) If this Agreement is terminated due to your breach,all together with any and all modifications,improvements, licenses granted hereunder shall terminate. enhancements,or derivatives of the same,that were conceived, derived,authored,developed,or reduced to practice by HMA or 7.HIPAA. The parties understand and agree that this Agreement otherwise were in HMA's possession prior to performance of the is subject to the Health Insurance Portability and Accountability Consulting Services,or that are conceived,derived,authored, Act of 1996("HIPAA")and the Privacy Regulations,45 C.F.R.Parts developed,or reduced to practice during the court of or in 160 and 164 issued under HIPAA. The parties agree to comply connection with the provision of Consulting Services whether by with HIPAA and the regulations issued under HIPAA and to HMA alone or jointly with any input or participation from you. execute any documents that may be required by HIPAA or the D.To the extent such Work Product and Residuals are HIPAA Privacy Regulations. not deemed owned by HMA,you hereby assign to HMA all right, 8.Force Majeure. If,due to circumstances beyond the control of a title and interest in the Work Product and Residuals,except for party(such as war,act of God,flood,severe adverse weather any of content,expression,materials,documentation,software conditions,riots,strikes,labor stoppages,natural disaster or fire), and technology possessed by you prior to this Agreement which is a party is unable to perform its obligations under this Agreement, incorporated therein("Client IP"). You exclusively own and then it will not be liable to the other party for failure to perform if retain all right,title and interest(including,but not limited to,all it has,in good faith,used its best efforts to perform under the copyrights,patents,trademarks,trade secrets and other circumstances. A party will resume performance as soon as intellectual property rights)to all Client IP. reasonably practical after the cessation of the circumstances that E.HMA's ownership and use of Work Product and prevented its performance. Residuals is subject to the restrictions of this Agreement as to your 9.Publicity. HMA may,in the context of a written list containing Confidential Information. its clients,publish the fact that you are its client. F.HMA retains the right to use any generalized 10.Severability. If any clause,portion,provision,concept,or knowledge,ideas,concepts,techniques,methodologies,practices, section of this Agreement is legally unenforceable or invalid for processes and know-how learned by its personnel in the course of any reason,the parties acknowledge and agree that such performing the Consulting Services under this Agreement,which unenforceability or invalidity shall not affect the enforceability or are retained in intangible form in the unaided memory of HMA's validity of the remainder of the Agreement. personnel,without any obligation to account to you.If during the 11.Governing Law. This Agreement will be construed,governed, performance of this Agreement,you suggest to HMA any new and enforced in accordance with the laws of the State of Michigan features,concepts or improvements related to or based upon without giving effect to any choice or conflict of law provision or HMA's Preexisting Work or Residuals or the Work Product(the rule. The parties agree that,for purposes of jurisdiction and "Enhancements"),the Enhancements shall be the sole and exclusive property of HMA and shall be free from the venue,all litigation arising under or in connection with this Agreement will be conducted in courts located in the State of confidentiality restrictions provided in the Agreement. Michigan. G.The parties agree to sign documents and take other 12.Entire Agreement and Amendments. These Terms and actions reasonably necessary to protect and enforce the rights and Conditions and the attached Letter Agreement constitute the obligations created by this Section 6. This Section 6 will survive entire Agreement of the parties pertaining to the Consulting any termination of this Agreement. Services,and this Agreement supersedes and cancels all previous H.License. Notwithstanding the foregoing,upon final written or oral negotiations,proposals,agreements,or payment of all amounts due to HMA hereunder,HMA grants you representations relating to the subject matter of the Consulting AGREEMENT NUMBER: P-24-010 Page 10 of 10 Health Management Associates 01/05/2024 Services. This Agreement may not be amended unless the amendment is in writing and signed by both you and HMA. 13.Assignment. Neither party may assign this Agreement without the prior written consent of the other party,which consent may be granted or withheld for any reason or no reason. However,if a party is sold(through a sale of substantially all of its stock,membership interests,and/or assets),the sale transaction will not be treated as an assignment,the prior written consent of the other party is not required,and the selling party's successor in interest will be recognized as a party to this Agreement. 14.Non-Waiver. The failure of a party to insist in any one or more instances upon performance of any of the provisions of this Agreement,or the failure of a party to pursue its rights under this Agreement,will not be construed as a waiver of any such provisions or the relinquishment of any such rights. 15.Counterparts. This Agreement may be executed and delivered in two(2)or more counterparts(including by facsimile or PDF), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.