HomeMy WebLinkAboutNurse-Family Partnership-Nurse Home Visitation Program_A-24-107.pdf CO Count Hall of Records, Room 301
County of Fresno 2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O� i856 O Telephone:(559)600-3529
FRE`'� Minute Order Toll Free:1-800-742-1011
www.co.fresno.ca.us
March 5, 2024
Present: 5- Supervisor Steve Brandau, Chairman Nathan Magsig,Vice Chairman Buddy Mendes,
Supervisor Brian Pacheco,and Supervisor Sal Quintero
Agenda No. 42. Public Health File ID:23-1413
Re: Under Administrative Policy No.34 for competitive bids or requests for proposals(AP 34),determine
that an exception to the competitive bidding requirement under AP 34 is satisfied and a suspension of
competition is warranted due to unusual or extraordinary circumstances, and that the best interests of
the County would be served by entering into an agreement with Nurse-Family Partnership as it is the
only early childhood program that meets the Coalition for Evidence-Based Policies;and,Approve and
authorize the Chairman to execute a retroactive Agreement with Nurse-Family Partnership for a nurse
home visitation program,effective July 1,2023, not to exceed four consecutive years,which includes a
three-year base contract and one optional twelve-month extension,total not to exceed$227,712
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero
Agreement No.24-107
County of Fresno Page 43
coU�,�
ro Board Agenda Item 42
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FRE`-n
DATE: March 5, 2024
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Retroactive Agreement with Nurse-Family Partnership
RECOMMENDED ACTION(S):
1. Under Administrative Policy No. 34 for competitive bids or requests for proposals (AP 34),
determine that an exception to the competitive bidding requirement under AP 34 is satisfied
and a suspension of competition is warranted due to unusual or extraordinary
circumstances, and that the best interests of the County would be served by entering into an
agreement with Nurse-Family Partnership as it is the only early childhood program that
meets the Coalition for Evidence-Based Policies; and,
2. Approve and authorize the Chairman to execute a retroactive Agreement with Nurse-Family
Partnership for a nurse home visitation program, effective July 1, 2023, not to exceed four
consecutive years, which includes a three-year base contract and one optional twelve-month
extension, total not to exceed $227,712.
Approval of the recommended actions will allow the Department of Public Health (Department)to continue
to use Nurse-Family Partnership (NFP) services that include access to the NFP "Electronic Visit-to-Visit
Guidelines,"technical support, and specific materials required for implementing the evidence-based NFP
program which provides nurse home visitation to low-income, first-time mothers and their children in the
County. This item is countywide.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended actions, the
Department's NFP services which provide much needed services to first-time mothers to improve their birth
outcomes and health of their families would be delayed or cease operations.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
It is requested that the County find under AP No. 34 that an exception to the competitive bidding
requirement is satisfied, and a suspension of competition is warranted due to unusual or extraordinary
circumstances, as NFP is the best evidence-based model currently available on the market and has the
best fidelity in multiple studies across the country. NFP is the only early childhood program that meets the
Coalition for Evidence-Based Policy's as the program that produces significant economic return on
investment. In addition, important data from all home visits is continuously collected for NFP sites through
the NFP National Service Office's data collection system. This data is analyzed and returned to the local
NFP site to provide information on progress towards meeting NFP benchmarks in improving maternal and
child health. The Internal Services Department- Purchasing concurs with the Department's assessment
that this satisfies the exception to the competitive bidding process required by AP 34.
County of Fresno Page 1 File Number:23-1413
File Number.23-1413
RETROACTIVE AGREEMENT:
The recommended agreement is retroactive to July 1, 2023 and was received from NFP on December 13,
2023. Lengthy contract negotiations were required in order to meet County standard contract terms,
including updated insurance and liability requirements. The time required to prepare and review the
recommended agreement did not allow presentation to your Board at an earlier date.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions.The maximum
compensation in FY 2023-24 is$56,928; $227,712 for the term. The annual compensation cover fees
related to training, use of NFP tools, and implementation support to carry out home visitation program
services under the NFP service model. Sufficient appropriations and estimated revenues are included in
the Department's Org 5620 FY 2023-24 Adopted Budget and will be included in subsequent budgets.
DISCUSSION:
From pregnancy through a child's second birthday, specially trained NFP nurses visit regularly with
mothers, fathers, and extended family members, offering advice on everything from child development to
finding a job. During the visits, the nurses answer questions, monitor the health of both mother and
infant/child, and provide information on pregnancy, parenting skills, and appropriate community services.
The nurses encourage positive health choices, such as avoiding smoking, drinking, or the use of drugs;
seeking prenatal care; and eating nutritious foods.
In FY 2022-23, the County's original NFP program was able to achieve outcomes including:
• Nine babies out of the 106 born during the fiscal year were less than 37 weeks or preterm
compared to fiscal year 2021-22, which was at 13 babies.
• The breastfeeding initiation rate was 94%, of which 37% continued to breastfeed at 6 months.
• 100% of enrolled children were screened for developmental and emotional delays using the Ages
and Stages Questionnaires at the prescribed intervals.
Approval of the recommended actions will allow continuation of the County's NFP program for an additional
three years, with an option to extend for an additional 12-months.The Department has provided nurse
home visitation services with the evidence-based NFP program since 1997. To use the NFP name, logo,
technical support, ongoing nurse education, and related materials, the Department is required to enter into
an agreement with NFP.
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition Acquisition Request
On file with Clerk-Agreement with NFP
CAO ANALYST:
Ron Alexander
County of Fresno Page 2 File Number:23-1413
Co �'c [ Email Me]
Suspension of Competition Acquisition Request Double click!
1. Fully describe the product(s) and/or service(s) being requested.
The Fresno County Department of Public Health (FCDPH) is in need of an evidence-based nurse home visitation
model for first-time mothers and their children. The Nurse-Family Partnership (NFP)will provide technical support
and on-going nurse education for the evidence-based NFP program in Fresno County. This includes program
development, professional development support, and program evaluation. Evaluations are derived from data
entered by FCDPH staff into the Colorado-based website, Flo Data Collection System. The evaluations track
whether nurses are reaching the target population, visiting their clients with sufficient frequency and duration, and
present outcome data. In addition, FCDPH will have access to use NFP copyrighted materials that include
"Guidelines for Home Visits" and specific materials required for this nurse-home visitation program for low-
income, first-time mothers and their children in Fresno County.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
Nurse-Family Partnership
1900 Grant Street, Suite 400
Denver, CO 80203
Contact person: Trasi Platero, Legal and Compliance Coordinator
Phone: (303) 951-3883
Email: trasi.platero@nursefamilypartnership.org
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
Total maximum compensation for the full term of the agreement not to exceed $227,712.
Maximum compensation for initial term of July 1, 2023 -June 30, 2026 not to exceed $170,784.
Maximum compensation for a potential consecutive 12-month extension renewal term (July 1, 2026-June 30, 2027)
not to exceed $56,928.
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
The NFP provides copyright materials, evaluation tools, trainings for staff, and services to assist Network Partners to
replicate the evidence-based program. The NFP program has had extensive research conducted over the last
three decades with randomized controlled trials with three diverse populations. Randomized controlled trial is the
most rigorous research method for measuring the effectiveness of an intervention. Due to their cost and
complexity, randomized control trials are not often used to evaluate complex health and human services. Follow-
up research continues today, studying long-term outcomes for mothers and children in those three trials.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$2,500 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
The FCDPH receives State funding that mandates the use of a proven successful family strengthening and home
visitation program. The California Home Visiting Program (CHVP) provides funding from Maternal, Infant, Early
Childhood Home Visiting and State General Funds to the County's NFP Program. CHVP offered grantees (only public
health departments qualified)two home visiting programs to choose from, NFP and Healthy Families America (HFA).
NFP was the more cost-efficient method to get up and running by the Fresno County since FCDPH was already
utilizing a Public Health Nurse (PHN) model. The NFP model utilizes PHNs, unlike HFA which uses
paraprofessionals. Without an agreement with NFP, the FCDPH could not provide the mandated evidence-based
program selected.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
E-PD-048 (Rev 07/2021)
When CHVP required grantees to choose from two home visiting programs, the FCDPH selected NFP as the more
cost-efficient program to get up and running because FCDPH already had a NFP program in place with a team of
PHNs. The CHVP funding expanded the County's NFP program with an additional team of PHNs. Implementing
an HFA model would require adding new positions and paraprofessionals. The use of PHNs makes the model
highly desirable and the best choice for most health departments within the State of California and across the
nation. The NFP has a consistent level of reliability,fidelity, positive birth, and economic outcomes for clients.
The NFP is the best evidence-based model currently available on the market and has the best fidelity in multiple
studies across the country. The NFP is the only early childhood program that meets the Coalition for Evidence-
Based Policy's "Top-Tier" of evidence, as the program with the strongest evidence that prevents child abuse,
neglect, and as the program that produces significant economic return on investment. In addition, important data
from all home visits are continuously collected for NFP sites through the NFP National Service Office's data
collection system. This data is analyzed and returned to the local NFP site to provide information on progress
towards meeting NFP benchmarks in improving maternal and child health, as well as the 19 Model Elements.
gevue 1/26/2024 9:25:51 AM Division Manager [a Sign] Double click!
Requested By: Title
I approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 1/26/2024 12:37:28 PM [Q Sign] Double click!
Department Head Signature
mvilanova 2/5/2024 4:08:21 PM [a Sign] Double click!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
Agreement No. 24-107
Nurse-Family Partnership Implementation Agreement
This Agreement ("Agreement"), for the period July 1, 2023 (the "Effective Date") through June
30, 2026, is by and between County of Fresno, a Political Subdivision of the State of California
("Network Partner") and Nurse-Family Partnership, a Colorado nonprofit corporation ("NFP"),
sometimes hereafter referred to as "Party" individually or "Parties" collectively.
RECITALS:
A. Whereas, the Nurse-Family Partnership® Program (the "Program") is an evidence-based
program developed on the basis of randomized controlled trial research to yield certain
benefits for low-income, first-time mothers and their children ("Program Benefits").
B. Whereas, the Program Benefits can be described generally as helping low-income, first-time
mothers develop behaviors that enable them to have healthier pregnancies, be better
parents, have emotionally and physically healthier children, and attain greater economic
self-sufficiency.
C. Whereas, the Program implementation by Network Partner must be based upon key
parameters ("Model Elements") identified through research and refined based upon the
Program's experience since 1997 and attached and incorporated herein to this Agreement
as Exhibit A, Nurse-Family Partnership Model Elements.
D. Whereas, Network Partner desires and intends to implement the Program to serve low-
income, first-time mothers in Network Partner's geographic area and to represent itself to
the public and be known to the public as being affiliated with the Nurse-Family Partnership
Program.
E. Whereas, NFP desires and intends to operate in the best interests of mothers and children
and to guide and support the Program implementation process in a manner that will help the
Network Partner obtain Program Benefits for the mothers and children that Network Partner
serves.
F. Accordingly, the Parties wish to enter into this Agreement to memorialize the mechanisms
and means by which Network Partner shall implement the Program and NFP shall support
such implementation. The Parties intend to remain in a contractual relationship for the
period described in Section V herein and thereafter, so long as funding is available to both
Parties for this purpose.
AGREEMENT:
In consideration of the foregoing recitals, which are incorporated herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
I. DEFINITIONS.
A. Agreement-Specific Definitions. In addition to terms defined above and elsewhere in
this Agreement, the following terms shall have the meanings set forth below:
1. "NFP Data Collection System" or"NFP DCS" means the software system that NFP
makes available to Network Partner, into which designated, NFP-approved Network
Partner personnel enter data collected about Clients and the Program, and from
which the Parties can obtain reports to help manage and evaluate program
implementation and results.
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2. "Administrator" means a person with fiscal and quality oversight, operational
coordination responsibilities, and/or evaluation responsibility for the Program's
management.
3. "Client" means a low-income, first-time mother who is enrolled in the Program
implemented by Network Partner.
4. "Effective Date" means the date first noted above and upon which this Agreement
becomes effective.
5. "Fidelity to the Model" means implementing the Program in a manner consistent with
the Model Elements and therefore maximizing the likelihood of achieving results
comparable to those measured in Research.
6. "Electronic Visit-to-Visit Guidelines" or"E-Guidelines" means NFP's written guidance
for how a Nurse Home Visitor schedules and conducts visits with Clients during the
Clients' participation in the Program.
7. "Location" means the work address of a Program Supervisor.
8. "Nurse Home Visitor" or"NHV" means a registered professional nurse employed by
Network Partner who spends at least 20 (twenty) hours per week, or 0.5FTE,
whichever is greater, delivering the Program to Clients.
9. "Program Supervisor" means a registered professional nurse who supervises up to
eight Nurse Home Visitors who implement the Program on behalf of Network
Partner. A Program Supervisor is also known and referred to as a "Nurse
Supervisor."
10. "Research" means any activity, including program evaluation and/or quality
improvement activities, (i)that would, according to Federal regulations, require
review by an Institutional Review Board ("IRB"), or (ii) that could be expected to yield
generalizable knowledge that could be shared publicly with the professional,
academic, and/or lay communities.
11. "Team" means a half-to full-time Program Supervisor and up to eight (8) Nurse
Home Visitors who report to the Program Supervisor. A half-time supervisor can
supervise up to four(4) Nurse Home Visitors.
12. "Program Network Partner" or"PNP" means a private, state, or local organization
responsible for delivering the NFP Program within a specific geographical area.
13. "NFP Community Website" means the website hosted by the national office of NFP
at which Network Partner personnel may access resources related to the Program.
14. "Nursing Practice Manager" means a registered nurse provided by the National
Service Office ("NSO") of NFP, who has been trained by the NSO and is qualified to
consult with Network Partner on matters related to the Program.
B. "Proprietary Property" means all of(i) the Program, including facilitators and handouts,
(ii) the Model Elements, (iii) the name "Nurse-Family Partnership" and the acronym
"NFP" when used in connection with the NFP Logo and the goodwill associated
therewith, (iv) all NFP Community Website and NFP DCS website content, and (v) the
copyrighted materials and other materials used in the Program as of the date hereof that
would be designated as protectable intellectual property under applicable law, including,
but not limited to, all modifications, additions, updates, and derivative works thereof and
all of the rights of NFP and its licensors associated with this property. Proprietary
Property shall also include, individually and collectively, all ideas, concepts, designs,
methods, inventions, modifications, improvements, new uses, and discoveries which are
conceived and/or made in the performance of the responsibilities stated under this
Agreement by one or more of Network Partner, NFP, or its licensors, whether they are
incorporated into the Program or the Proprietary Property. NFP and its licensors reserve
the right to modify the Proprietary Property from time to time in accordance with
collected data, Research, and current modalities of delivery of the Program and for any
other reason NFP or its licensors, in their sole and absolute discretion, deem
appropriate. NFP will provide Network Partner with reasonable notice of those
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modifications. NFP and its licensors shall retain ownership and all rights to all
Proprietary Property, whether modified or not by Network Partner.
C. General Application. Unless a clear contrary intention appears, words used with initial-
capitalized letters shall have the meanings set forth in this Agreement, and (i) the
singular includes the plural and vice versa, (ii) reference to any document means such
document as amended from time to time, (iii) "include" or"including" means including
without limiting the generality of any description preceding such term, and (iv) the term
"or" is not exclusive.
II. NFP OBLIGATIONS; RIGHTS.
A. NFP grants to Network Partner a non-exclusive limited right and license to use the
Proprietary Property for carrying out Network Partner's obligations under this Agreement
in the geographic area within which Network Partner's Nurse Home Visitors serve
Clients. Network Partner shall not use the Proprietary Property in connection with any
social impact bond or pay-for-success contract, including responses to solicitations for
such agreements, without NFP's prior written consent. NFP reserves the right to modify
the Proprietary Property from time to time in accordance with the collected data,
Research, and current modalities of Program delivery. NFP will provide Network Partner
with reasonable notice of Program modifications. NFP shall retain ownership and all
rights to any Proprietary Property, whether modified or not by Network Partner. In any
event, all software and NFP DCS content, excluding Network Partner's data, shall
remain the sole property of NFP.
B. NFP will provide the support described in Exhibit B, Nurse-Family Partnership
Support, attached and incorporated herein, to help Network Partner implement the
Program.
C. NFP reserves the right to communicate directly with Network Partner's funders to report
on Network Partner's progress, learn more about funding decisions, and be informed of
actions that may affect Network Partner's Clients. NFP will notify and include Network
Partner in specified communications.
D. NFP shall submit invoices to Network Partner for services provided to Network Partner,
listing a date of provision, a description of each such service, and amounts based upon
the fee schedule provided in Exhibit C, Fees for Nurse-Family Partnership Services,
attached and incorporated herein.
E. NFP may, from time to time, request that Network Partner collect additional data and/or
participate in Research initiated by NFP and intended to improve the NFP model or
implementation of the model. The decision to participate in such Research is, however,
entirely up to Network Partner.
F. NFP, independently or jointly with Network Partner, may publish or present NFP-related
information or Program results in Research reports, books, book chapters, peer-
reviewed journal articles, and at academic or professional conferences, always giving
due credit to the Parties involved and recognizing the rights of the individuals doing the
work. NFP will not identify Network Partner in these materials without Network Partner's
prior written authorization.
G. NFP shall provide data and reporting services as described in this Agreement on behalf
of Network Partner to California Department of Public Health in a manner that would not
violate HIPAA if done by Network Partner.
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H. Exhibit D, HIPAA Business Associate Addendum (the "BAA") is hereby attached and
incorporated into this Agreement.
III. NETWORK PARTNER OBLIGATIONS.
A. Network Partner will make best efforts to implement the Program with Fidelity to the
Model and will undertake the steps described in Exhibit E, Network Partner
Responsibilities, attached and incorporated herein, to do so.
B. Network Partner shall notify NFP within thirty (30) business days of learning of funding
decisions that may materially affect Network Partner's delivery of the Program and/or
impact Clients' ability to complete the Program.
C. Network Partner will take all appropriate steps to maintain Client confidentiality and
obtain any necessary written Client consents for data analysis or disclosure of protected
health information, in accordance with applicable federal and state laws, including, but
not limited to, authorizations, data use agreements, business associate agreements, as
necessary.
D. Network Partner assumes responsibility for knowledge of and compliance with the State
Nurse Practice Act of its state, state laws, regulations, and licensing requirements
pertaining to nursing practice and state laws and regulations pertaining to mandatory
reporting.
E. Network Partner's Nurse Home Visitors, Program Supervisors, and Administrators shall
complete all required NFP Education. Nurse Home Visitors and Program Supervisors
who leave the Program for two (2) years or longer and then return must attend NFP
Education before visiting Clients and resuming Program delivery. Network Partner shall
ensure that Nurse Home Visitors are able to provide care to Clients in a manner
consistent with the NFP E-Guidelines.
F. When requested by NFP, Network Partner will make reasonable efforts to collect
additional data and/or participate in Research intended to improve the NFP model or
implementation of the model. The decision as to whether to participate in such Research
is, however, entirely up to Network Partner.
G. To avoid becoming involved in Research that conflicts with implementing the Program
with Fidelity to the Model, Network Partner shall request NFP's permission prior to
participating in any Research that is (1) initiated by a party other than NFP and (2) that
involves Program staff or explicitly targets the families that are enrolled in the Program.
NFP shall review and approve or disapprove Network Partner's request for participation
in such Research on a timely basis and shall not unreasonably withhold such approval.
H. Network Partner will inform NFP of Network Partner proposals to publish or present
NFP-related information in research reports, books, book chapters, peer-reviewed
journal articles, and at academic or professional conferences. Results of the Program
herein outlined may be published by Network Partner, or jointly by Network Partner and
NFP, always giving due credit to the Parties involved and recognizing the rights of the
individuals doing the work.
I. Network Partner is authorized to reproduce certain published materials specified below
and used in the implementation of the Program so long as (1)this Agreement is in effect,
(2) Network Partner uses the reproductions solely for Program implementation, and (3)
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Network Partner does not sell or otherwise distribute the reproductions to any third party
not involved in Network Partner's implementation of the Program.
1. The published materials covered by this authorization are delivered to Nurse Home
Visitors as part of the NFP education materials in sets referred to as the E-
Guidelines. These are available electronically/digitally in the online eGuidelines
system
2. The published materials bear notices indicating copyright by any of the following:
a) University of Colorado
b) University of Colorado Health Sciences Center
c) University of Colorado at Denver and Health Sciences Center
d) Nurse-Family Partnership
3. NFP has the right to grant permission to reproduce materials specified above and
that bear the University of Colorado copyright notice under the terms of a
Memorandum of Understanding ("MOU") dated March 31, 2003, between the
University of Colorado Health Sciences Center, now known as University of Colorado
at Denver and Health Sciences Center, and NFP. The MOU gives NFP an exclusive,
perpetual, royalty-free right and license to use copyrighted materials and other
materials used in the Program for the purpose of implementing the Program to serve
low-income, first-time mothers and their families.
4. The corresponding Spanish-language versions of these materials are also covered
by this authorization.
5. Network Partner may not authorize any other entity to reproduce the materials
without prior written permission from NFP.
J. NFP represents to Network Partner and Network Partner understands and agrees that
all Proprietary Property and all associated intellectual property rights are owned
exclusively by NFP and its licensors. Network Partner shall use the Proprietary Property
solely for carrying out Network Partner's obligations under this Agreement and shall not
share the Proprietary Property with third parties or modify any Proprietary Property
without the prior express written permission of NFP. Network Partner may not duplicate,
distribute, or provide access to the Proprietary Property to any individual or organization,
except as authorized by this Agreement. Network Partner may allow only trained, NFP-
authorized users to access the NFP DCS. Network Partner shall retrieve all Proprietary
Property from departing employees. Duties of confidentiality and use of the Proprietary
Property under this Agreement shall not expire.
K. Maintenance, Protection and Promotion of the Nurse-Family Partnership®
Program. Network Partner agrees to use all reasonable means to protect, encourage
and promote the Nurse-Family Partnership name and Program. NFP and Network
Partner have a mutual responsibility to support and promote each other, as each of the
Party's activities reflect on the national image of Nurse-Family Partnership and on the
image of Nurse-Family Partnership in the state in which the Network Partner is located.
Network Partner-shall take all reasonable actions necessary to incorporate the Nurse-
Family Partnership Marks and name into any Network Partner material associated with
the Program. In all marketing materials related to the Program, Network Partner shall
take all reasonable actions to use the Nurse-Family Partnership name and make its
Program readily recognizable to the public as an integral part of the Nurse-Family
Partnership.
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IV. FEES AND PAYMENT.
A. Fees associated with NFP services in support of a Program Network Partner are as
follows:
1. Education Services. NFP provides-Nurse-Family Partnership education for Nurse
Home Visitors, Program Supervisors, and Network Partner Administrators. This fee
applies once for each individual Nurse Home Visitor, Program Supervisor, and
Administrator working for the Network Partner. Fees will be invoiced to Network
Partner when participants attend the in-person or remote education sessions. The
Education Fees are calculated based on the calendar year.
a) Nurse Home Visitor Education Fees. Required education for Nurse Home
Visitors ("NHV") consists of one instructor-led education unit supported by
distance education components. All Program Supervisors who have never taken
NHV education or who completed it more than two years prior to being promoted
to Program Supervisor are required to attend NHV education as well as Program
Supervisor education.
b) Program Supervisor Education Fees. For Program Supervisors, required
education consists of Nurse Home Visitor education plus two instructor-led
education units supported by distance education components and nurse
consultation.
c) Network Partner Administrator Orientation. Administrator orientation is a two-
day instructor-led education session held remotely or in Denver. Administrator
orientation is required for new Administrators within six (6) months of being hired.
An additional instructor-led Administrator education session is also offered.
d) Nurse-Family Partnership Education Materials Fee. Contributes toward the
cost of the following materials:
(1) Nurse-Family Partnership Orientation and Education Materials.
(2) Set of Prenatal, Infancy and Toddler Guidelines (the Electronic Visit to Visit
Guidelines or E-Guidelines).
(3) A series of additional nursing practice and program management resources
tied to implementation of the Program.
2. NFP Network Partner Annual Program Support. This is an annual fee, which is
due on the Effective Date and each contract anniversary date thereof and is based
on the number of funded Nurse Home Visitors per Team. (This fee replaces what
were once two separate fees, now combined, that were named: "Annual Program
Support Fee" and "Nurse Consultation Fee.") The number of Nurse Home Visitors per
team is the number of funded nurse home visitor positions which will directly serve
clients (whether a position is filled or currently vacant is irrelevant when determining
team size). The fees are consistent per team regardless of the number of teams at
any location. Additional teams will be billed at the same rate as 1 sc teams.
This annual fee is billed per each active Team per year and contributes to covering
costs associated with the following:
a) NFP DCS. Services related to third party data collection systems are not
covered by this Agreement. Fees for supporting Network Partner's use of
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third-party data collection systems will be in addition to the Annual Program
Support Fee.
b) Program Quality System and Reporting.
c) Ongoing Nurse-Family Partnership Nurse Home Visitor, Program Supervisor,
and Administrator education; resource library; conference calls; web forums;
Nurse-Family Partnership community resources; and updating NFP E-
Guidelines, educational materials, and supporting materials.
d) Marketing and Communications consultation and support, including
marketing and community outreach materials (brochures, posters, etc.).
e) Policy and Government Affairs, including advocacy and educational work at
federal and state levels.
f) Nursing Practice Manager. Contributes to costs associated with a NFP
Nursing Practice Manager providing the following support to Program
Supervisors:
(1) Helping each Program Supervisor develop an annual plan for
implementation.
(2) Monitoring reports based on each Program Supervisor and her/his team's
activity and performance.
(3) Ongoing email support for each Program Supervisor and periodic regular
calls with each Program Supervisor.
(4) Periodic visits to each Program Supervisor with potential travel with each
Program Supervisor and/or selected nurse home visitors.
(5) Model implementation coaching and consultation with each Program
Supervisor.
3. Program Supervisor Replacement Fee. A one-time fixed fee is charged for extra
support when a replacement Program Supervisor is hired by an existing Team, and a
vacant position is thereby filled.
4. Team Addition (same location) Fee. A one-time fixed fee is charged for extra
support when a Team is added at the same location.
5. Regional Expansion (new location) Fee. A one-time fixed fee is charged for extra
support when the Network Partner adds a new Team at a new geographical location.
B. Fee prices are subject to change in accordance with Section IV D. below.
C. All fees are based upon NFP's standard terms of invoicing and payment, as follows:
1. Education Fees are invoiced when individuals attend in-person education sessions.
No special reporting or documentation is provided with the invoice(s), except as
required by Section III.C.
2. NFP Program Partner Program Support Fee is invoiced on the Effective Date and
each anniversary thereof to cover each ensuing year and is due in 30 days. No
special reporting or documentation is provided with the invoice(s), except as required
by Section III.C.
3. Program Supervisor Replacement Fee is invoiced when the new Program Supervisor
is hired. No special reporting or documentation is provided with the invoice(s), except
as required by Section III.C.
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4. Team Addition Fee (same location) is invoiced on the approved Start Date of the
new Team. No special reporting or documentation is provided with the invoice(s),
except as required by Section III.C.
5. Regional Expansion Fee (new location) is invoiced on the approved Start Date of the
new Team. No special reporting or documentation is provided with the invoice(s),
except as required by Section III.C.
D. NFP shall invoice Network Partner, without limitation, not to exceed Fifty-Six Thousand
Nine Hundred Twenty-Eight and No/100 Dollars ($56,928.00) annually, for services
provided to Network Partner based upon the fee schedule set forth in Exhibit C, Fees for
Nurse-Family Partnership Services. The attached fee schedule sets out prices for the
next two years of services. Pricing for subsequent years will be provided to Network
Partner upon availability. NFP reserves the right to change the fees set forth in Exhibit C
during the term of this Agreement but not more often than annually. NFP will notify
Network Partner at least one year prior to any such change becoming effective.
E. Invoices will be sent to:
Network Partner: County of Fresno, Department of Public Health
Attention: Division Manager, Public Health Nursing
Address: PO Box 11867
Fresno, CA 93775
Telephone: (559) 600-3330
Email: dphboap@fresnocountyca.gov
❑Please check this box if you would prefer to receive invoices by email
F. Network Partner will send payments, identifying the NFP invoice, within 30 days of
invoice to the address below. Upon agreement, payments may be made by electronic
funds transfer (EFT).
Nurse-Family Partnership
Attention: Finance Department
1900 Grant Street, Suite 400
Denver, CO 80203
or to: ar .nursefamilypartnership.org
V. TERM AND DEFAULT.
A. Term of Agreement. This Agreement is effective July 1, 2023 and shall remain in full
force and effect through June 30, 2026, (the "Term") unless it is terminated by mutual
agreement of the Parties or as otherwise provided below.
B. Term Extension. Upon July 1, 2026, this Agreement may be extended for one (1)
additional twelve (12) month period upon written approval of both parties no later than
the last day of the current term. The DPH Director or his or her designee is authorized to
execute such written approval on behalf of Network Partner, unless either party has
provided not less than sixty (60) days' notice to the other of its intention to terminate the
Agreement on the upcoming anniversary date.
C. Non-Allocation of Funds. The terms of this Agreement, and the services to be provided
hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified,
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or this Agreement terminated, at any time by giving NFP thirty (30) days advance written
notice.
D. Early Termination. The Parties agree that they intend to and will engage in mutual
efforts to keep this Agreement in force for the Term, because it requires approximately
three years for the Clients to complete the Program. Recognizing, however, that
circumstances beyond the control of the Parties may compel one Party to desire
termination before completion of the Term or an extension thereof, either Network
Partner or NFP may terminate this Agreement at any time by giving the other party
written notice of not less than sixty (60) days.
E. Network Partner Termination for Lack of Funding; Convenience. If Network Partner
terminates the Agreement for any reason other than for an uncured, NFP breach, then
the following provisions shall apply:
1. Network Partner will stop enrolling Clients as of the date notice is given to NFP.
2. Network Partner shall make best efforts to give all Clients enrolled at the time
Network Partner gives NFP a notice of termination the opportunity to complete
the Program at Network Partner or transfer them to another Program Network
Partner. If there are no other NFP programs in the area, Network Partner shall
make best efforts to transfer Clients to another program that can meet their
needs, if such programs exist.
3. If such programs exist, Network Partner shall demonstrate best efforts by
communicating with at least three home visiting programs in its geographical
area to ask if its Clients can be transferred (this includes nearby NFP programs
or programs other than NFP). A report of that communication and the outcome
shall be shared with NFP no more than three days after communication has
occurred.
4. When a new program to which Clients can be transferred has been identified,
Network Partner will work directly with that program's administrator to provide for
the optimal transfer of Clients.
5. When Clients are discharged, Network Partner shall provide Clients with contact
information for the most up-to-date community resources available in its
geographical area (electronically or on paper) at least five days before discharge
(ideally during the last home visit). This will be done to provide the Client enough
time to effectively respond to the situation.
6. If Nurse Home Visitors will lose their jobs due to layoffs, the Network Partner
shall make efforts to relocate these nurses to other NFP sites or other programs
within Network Partner's agency, which NFP will do when such relocation is
appropriate and possible.
F. Default. A Party shall be in default under this Agreement (i) if a Party breaches a
material provision of this Agreement, which breach is not cured to the non-breaching
Party's reasonable satisfaction within thirty (30) days of written notice given to the
breaching Party by the non-breaching Party or (ii) upon the bankruptcy of a Party.
G. Remedies upon Default. The Parties shall use commercially reasonable efforts to take
steps necessary to cause the breaching party to cure the applicable default. If such
default is not cured to the reasonable satisfaction of the other party, and both Parties do
not agree to terminate this Agreement, the Parties shall proceed in accordance with the
dispute resolution process set forth in Section VI.
H. Effect of Termination.
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1. If the Agreement is terminated, Network Partner shall pay NFP for all work performed
up to the date of termination. Payment shall be due within thirty (30) days of
termination.
2. If this Agreement is terminated through the dispute resolution process, the rights and
obligations of each of the Parties upon termination shall be spelled out in the dispute
resolution process.
3. Upon termination of this Agreement, regardless of the timing, cause, or mechanism
of such termination:
a) Network Partner will no longer have access to the NFP DCS;
b) Network Partner shall stop enrolling new Clients;
c) Network Partner shall work with the NFP Nursing Practice Manager to develop a
transition plan, including, when applicable, a plan to provide continuity of care for
current Clients;
d) NFP may retain a record of all data which has been collected by Network Partner
while implementing the Program and may use that data and reports derived from
it to evaluate the overall progress in national replication of the Program;
e) Network Partner and NFP will continue to comply with all relevant state, federal
laws and all other provisions of this Agreement with respect to maintaining Client
confidentiality;
f) All materials in Network Partner's possession that utilize the Nurse-Family
Partnership logo, tag line, or other protected marks must be returned to NFP or
destroyed;
g) All copies of Proprietary Property that have been provided to Network Partner by
NFP or that have come into Network Partner's possession from other sources
must be returned to NFP or destroyed; and
h) Network Partner will cease to implement the Program and will cease to represent
that it is implementing the Program.
VI. DISPUTE RESOLUTION.
If a dispute arises relating to this Agreement, the Parties shall attempt to resolve that dispute
at the lowest possible level. If the dispute cannot be resolved at that level, the dispute shall
be elevated to the Director, Program Development, of NFP and the Program Supervisor. If
these persons cannot resolve the dispute, it shall be elevated to the next organizational level
of NFP and Network Partner. If the dispute is not resolved through the foregoing process
within a reasonable period of time, not to exceed any period of time that could reasonably
be deemed to have a detrimental impact on the implementation of the Program by Network
Partner, either party may initiate dispute resolution through any avenue permitted in law or
in equity.
VI I.LIABILITY.
A. Each party hereto agrees to be responsible and assume liability for its own wrongful or
negligent acts or omissions, or those of its officers, agents, or employees to the full
extent allowed by law.
B. No liability hereunder shall result to a party by reason of delay in performance caused by
force majeure, that is, circumstances beyond the reasonable control of the party,
provided, however, that this provision shall not relieve such Party of its obligation to use
reasonable care in preventing and/or mitigating the effects of the force majeure event.
Vill. ASSIGNMENT; SUBCONTRACTING.
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Except as provided herein, this Agreement and the rights, obligations, interests, and benefits
hereunder shall not be assigned, transferred, pledged or hypothecated in any way to any
third party, including financing institutions, without the prior written consent of NFP. Network
Partner shall not respond to social impact bond or"pay for success" solicitations or enter
into contracts or funding arrangements that link Program implementation performance to
repayment of funding and name the Program as the targeted service without NFP's prior
written consent. Network Partner shall not engage or utilize the services of any
subcontractor to perform any of Network Partner's services hereunder without the prior
written consent of NFP. If Network Partner engages a Subcontractor(s)to perform any of
Network Partner's obligations hereunder, Network Partner shall require its Subcontractor(s)
to agree in writing to the same restrictions and conditions as are imposed on Network
Partner by this Agreement.
IX. HOLD HARMLESS
NFP agrees to indemnify, save, hold harmless, and at Network Partner's request, defend
the Network Partner, its officers, agents, and employees from any and all costs and
expenses (including attorney's fees and costs), damages, liabilities, claims, and losses
occurring or resulting to Network Partner in connection with the performance, or failure to
perform, by NFP, its officers, agents, or employees under this Agreement, and from any and
all costs and expenses (including attorney's fees and 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 NFP, its officers, agents, or
employees under this Agreement.
X. INSURANCE
A. Without limiting the Network Partner's right to obtain indemnification from NFP or any
third parties, NFP, at its sole expense, shall maintain in full force and effect the
following insurance throughout the term of this Agreement:
1) 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 Three Million Dollars ($3,000,000). This policy must be issued on a
per occurrence basis. Coverage must include products, completed operations,
property damage, bodily injury, personal injury, and advertising injury. NFP shall
obtain an endorsement to this policy naming the Network Partner, its officers,
agents, employees, and volunteers, individually and collectively, as additional
insureds, but only insofar as the operations under this Agreement are concerned.
Such coverage for additional insureds will apply as primary insurance and any
other insurance, or self-insurance, maintained by the Network Partner is excess
only and not contributing with insurance provided under NFP's policy.
2) Automobile Liability. Automobile liability insurance with limits of not less than
One Million Dollars ($1,000,000) per occurrence for bodily injury and for property
damages. Coverage must include any auto used in connection with this
Agreement.
3) Professional Liability. Professional liability insurance with limits of not less than
One Million Dollars ($1,000,000) per occurrence and an annual aggregate of
Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the
retroactive date must be prior to the date on which services began under this
Agreement; (2) NFP shall maintain the policy and provide to the Network
Partner's annual evidence of insurance for not less than five years after
completion of services under this Agreement; and (3) if the policy is canceled or
not renewed, and not replaced with another claims-made policy with a retroactive
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date prior to the date on which services begin under this Agreement, then the
NFP shall purchase extended reporting coverage on its claims-made policy for a
minimum of five years after completion of services under this Agreement.
4) Worker's Compensation. A policy of worker's compensation insurance as may
be required by California Labor Law.
5) Cyber Liability. Cyber liability insurance with limits of not less than Two Million
Dollars ($2,000,000) per occurrence. Coverage must include claims involving
Cyber Risks. The cyber liability policy must be endorsed to cover the full
replacement value of damage to, alteration of, loss of, or destruction of intangible
property (including but not limited to information or data) that is in the care,
custody, or control of the NFP. "Cyber Risks" include but are not limited to (i)
Security Breach, which may include Disclosure of Personal Information to
an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the
NFP's obligations under [identify the Article, section, or exhibit containing
data security obligations] of this Agreement; (iv) system failure; (v) data
recovery; (vi) failure to timely disclose data breach or Security Breach; (vii)
failure to comply with privacy policy; (viii) payment card liabilities and
costs; (ix) infringement of intellectual property, including but not limited to
infringement of copyright, trademark, and trade dress; (x) invasion of
privacy, including release of private information; (xi) information theft; (xii)
damage to or destruction or alteration of electronic information; (xiii) cyber
extortion; (xiv) extortion related to NFP's obligations under this Agreement
regarding electronic information, including Personal Information; (xv)
fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including
Security Breach response costs; (xx) regulatory fines and penalties related
to NFP's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring
expenses.
6) Technology Professional Liability (Errors and Omissions). Technology
professional liability (errors and omissions) insurance with limits of not less than
Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage
must encompass all of NFP's obligations under this Agreement, including but not
limited to claims involving Cyber Risks. "Cyber Risks" include but are not
limited to (i) Security Breach, which may include Disclosure of Personal
Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of
any of the NFP's obligations under [identify the Article, section, or exhibit
containing data security obligations] of this Agreement; (iv) system failure;
(v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card
liabilities and costs; (ix) infringement of intellectual property, including but
not limited to infringement of copyright, trademark, and trade dress; (x)
invasion of privacy, including release of private information; (xi)
information theft; (xii) damage to or destruction or alteration of electronic
information; (xiii) cyber extortion; (xiv) extortion related to NFP's
obligations under this Agreement regarding electronic information,
including Personal Information; (xv) fraudulent instruction; (xv!) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data
breach response costs, including Security Breach response costs; (xx)
regulatory fines and penalties related to NFP's obligations under this
Agreement regarding electronic information, including Personal
Information; and (xxi) credit monitoring expenses.
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B. Verification of Coverage. Within 30 days after NFP signs this Agreement, and at
any time during the term of this Agreement as requested by the Network Partner's
Risk Manager or the County Administrative Office, NFP shall deliver, or cause its
broker or producer to deliver, to the Network Partner's Risk Manager, at 2220 Tulare
Street, 16th Floor, Fresno, California 93721, or
HRRiskManagement@fresnocountyca.gov, and by mail or email to the person
identified to receive notices under this Agreement, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
1) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the Network Partner, its officers, agents,
employees, and volunteers are not responsible for any premiums on the policy;
and (3) NFP has waived its right to recover from the Network Partner, its officers,
agents, employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
2) The commercial general liability insurance certificate must also state, and include
an endorsement, that the Network Partner, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the Network
Partner shall be excess only and not contributing with insurance provided under
NFP's policy.
3) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
4) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
5) The technology professional liability insurance certificate must also state that
coverage encompasses all of NFP's obligations under this Agreement, including
but not limited to claims involving Cyber Risks, as that term is defined in this
Agreement.
6) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of NFP.
C. Acceptability of Insurers. All insurance policies required under this Agreement
must be issued by admitted insurers licensed to do business in the State of California
and possessing at all times during the term of this Agreement an A.M. Best, Inc.
rating of no less than A: VII
D. Notice of Cancellation or Change. For each insurance policy required under this
Agreement, NFP shall provide to the Network Partner, or ensure that the policy
requires the insurer to provide to the Network Partner, written notice of any
cancellation or change in the policy as required in this paragraph. For cancellation of
the policy for nonpayment of premium, the NFP shall, or shall cause the insurer to,
provide written notice to the Network Partner not less than 10 days in advance of
cancellation. For cancellation of the policy for any other reason, and for any other
change to the policy, the NFP shall, or shall cause the insurer to, provide written
notice to the Network Partner not less than 30 days in advance of cancellation or
change. The Network Partner in its sole discretion may determine that the failure of
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NFP or its insurer to timely provide a written notice required by this paragraph is a
breach of this Agreement.
E. County's Entitlement to Greater Coverage. If NFP has or obtains insurance with
broader coverage, higher limits, or both, than what is required under this Agreement,
then the Network Partner requires and is entitled to the broader coverage, higher
limits, or both. To that end, NFP shall deliver, or cause its broker or producer to
deliver, to the Network Partner's Risk Manager certificates of insurance and
endorsements for all of the coverages that have such broader coverage, higher
limits, or both, as required under this Agreement.
F. Waiver of Subrogation. NFP waives any right to recover from the Network Partner,
its officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. NFP is solely
responsible to obtain any policy endorsement that may be necessary to accomplish
that waiver, but NFP's waiver of subrogation under this paragraph is effective
whether or not the NFP obtains such an endorsement.
G. County's Remedy for Contractor's Failure to Maintain. If NFP fails to keep in
effect at all times any insurance coverage required under this Agreement, the
Network Partner may, in addition to any other remedies it may have, suspend or
terminate this Agreement upon the occurrence of that failure, or purchase such
insurance coverage, and charge the cost of that coverage to NFP. The Network
Partner may offset such charges against any amounts owed by the Network Partner
to NFP under this Agreement.
H. Subcontractor. NFP shall require and verify that all subcontractors used by NFP to
provide services under this Agreement maintain insurance meeting all insurance
requirements provided in this Agreement. This paragraph does not authorize NFP to
provide services under this Agreement using subcontractors.
XI. CONFIDENTIALITY. All services performed by NFP under this Agreement shall be in strict
conformance with all applicable laws and regulations relating to confidentiality and shall be
bound by all terms of the Business Associate Agreement attached as Exhibit D.
XII.NONDISCRIMINATION. During the performance of this Agreement, NFP shall not
unlawfully discriminate against any employee or applicant for employment, or recipient of
services, because of race, religion, color, national origin, ancestry, physical handicap,
medical condition, marital status, age or sex, pursuant to all applicable State and Federal
statutes and regulations.
XIII. MISCELLANEOUS PROVISIONS.
A. Consents. Whenever a Party's consent or approval is required under this Agreement,
such consent or approval shall be requested in writing and not be unreasonably
withheld. If consent or approval is required by an employee of a Party, the Party who
employs such employee shall use at least commercially reasonable efforts to cause the
employee to give or withhold such consent or approval in accordance with this
paragraph. If no response is received by the requesting Party within ten business days
after delivery of the applicable request, consent shall be deemed given.
B. Notices. All notices and other communications that are required or permitted to be given
to the Parties under this Agreement shall be sufficient in all respects if given in writing
and delivered by overnight courier or certified mail, postage prepaid, return receipt
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requested, or when sent by electronic mail, receipt confirmed, to the receiving Party at
the following addresses:
For NFP:
Original to: With a copy to:
Nurse-Family Partnership Nurse-Family Partnership
1900 Grant Street,411 Floor 1900 Grant Street, 4th Floor
Denver, CO 80203 Denver, CO 80203
Attention: Chief Executive Officer Attention: Director, Legal
Telephone: 303-327-4240 Telephone: 303-327-4240
Facsimile: 303-327-4260 Facsimile: 303-327-4260
Email: Email:
Charlotte.MinHarris@NurseFamilyPartnership.org Jake.Marcus@NurseFamilyPartnership.org
For Network Partner:
Original to: With a Copy to:
County of Fresno, Department of County of Fresno, Department of Public
Public Health Health
PO Box 11867 PO Box 11867
Fresno, CA 93775 Fresno, CA 93775
Attention: David Luchini, Director Attention: DPH Contracts
Telephone (559) 600-3200 Telephone: (559) 600-3330
Email: dluchini@fresnocountyca.gov Email: dphcontracts@fresnocountyca.gov
or to such other address as such Party may have given to the other by notice pursuant
to this Paragraph. Notice shall be deemed given on the delivery or refusal date, as
specified on the return receipt in the case of certified mail or on the tracking report in the
case of overnight courier.
C. Binding Upon Successors and Assigns. This Agreement, and all covenants, terms,
provisions, and agreements contained herein, shall be binding upon and shall inure to
the benefit of the Parties' respective successors and permitted assigns.
D. Waivers. No covenant, term, or condition, or the breach thereof, shall be deemed
waived, except by written consent of the Party against whom the waiver is claimed; and
any waiver of the breach of any covenant, term, or condition shall not be deemed to be a
waiver of any preceding or succeeding breach of the same or any other covenant, term,
or condition.
E. Responsibility for Debts and Obligations. Neither Party shall be responsible either
directly or indirectly for any of the debts or obligations of the other Party except as
provided under this Agreement.
F. No Third-Party Beneficiary. This Agreement does not create any third-party beneficiary
rights in any person or entity, including without limitation, financing institutions.
G. Authority to Contract. The undersigned individuals represent that they are fully
authorized to execute this Agreement on behalf of the respective Parties and make all
representations, warranties, and covenants set forth herein. The Parties represent and
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warrant that the execution, delivery, and performance of this Agreement have been duly
authorized by all necessary corporate actions of the Parties and do not violate any laws
or any provisions of any agreement to which the Parties are bound.
H. No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership among the Parties. No Party shall have the power
to control the activities or operations of another Party and their status is, and at all times
shall continue to be, that of independent contractors with respect to each other. No Party
shall hold itself out as having authority or relationship in contravention of this Paragraph.
I. Attorneys' Fees. If a party shall commence any action or proceeding against another
party in order to enforce the provisions of this Agreement, or to recover damages as a
result of the alleged breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover all reasonable costs in connection therewith, including
reasonable attorneys' fees.
J. Further Assurances. The Parties shall cooperate fully with each other and execute such
further instruments, documents, and agreements, and shall give such further written
assurances, as may be reasonably requested by another party to better evidence and
reflect the transactions described herein and contemplated hereby, and to carry into
effect the intent and purposes of this Agreement.
K. Severability. If any term or provision of this Agreement shall, to any extent, be
determined to be invalid or unenforceable by a court or body of competent jurisdiction,
the remainder of this Agreement shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the full extent permitted by
law.
L. Applicable Law and Venue. This Agreement shall be governed by and construed
according to the internal laws of the State of California. By execution of this Agreement,
each party submits and irrevocably waives any objection to in personam jurisdiction in
the State of California and the forum and convenience of the state and federal courts
thereof. Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California.
M. Survival. The terms and conditions of this Agreement shall survive the expiration or
termination of this Agreement to the full extent necessary for their enforcement and for
the protection of the party in whose favor they operate.
N. Counterparts and Facsimile Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one agreement. A facsimile or electronic signature to this
Agreement shall be deemed an original and binding upon the Party against whom
enforcement is sought.
O. Social Impact Bonds. The Parties acknowledge and agree that, because of nature of the
outcome payments associated with social impact bonds and other"pay for success"
arrangements, investors will be more likely to select programs with proven records and
evaluation techniques that maximize the chances of demonstrating positive outcomes,
such as the Program. Recognizing that investors may want to have more control over
Program implementation to shore up investment, Agency shall request NFP's prior
written consent before entering into any such agreements, including responses to
solicitations for such agreements.
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P. Audits. NFP is a vendor providing services that support Network Partner's
implementation of the Nurse-Family Partnership®program. Network Partner pays NFP
for these services at an agreed-upon rate, on a fee for service basis. NFP grants
Network Partner a right to audit, with reasonable notice, those records that are directly
related to determining that fees paid by Network Partner to NFP have been invoiced
accurately under the terms of this Agreement. If this paragraph conflicts with any other
provisions in the Agreement, this paragraph will take precedence.
Q. Entire Agreement. This Agreement (together with Exhibits hereto, which are hereby
incorporated by this reference) constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral, among themselves or their agents and representa-
tives relating to the subject hereof. This Agreement may be altered, amended, or
revoked only by an instrument in writing signed by all the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date set forth herein by their duly authorized representatives.
For NFP: For Network Partner:
Nurse-Family Partnership County of Fresno, a Political
DocuSigned by: Subdivi.c;br; f f the Stnbm of(:alifnrnia
r�t,au�(,eff-c,
By: By: _
Signature Signature
Nathan Magsig
Charlotte Min-Harris, Chairman of the Board of Supervisor of the
President & CEO County of Fresno
(Printed Name & Title) (Printed Name & Title)
z/ls/zoz4
Date: Date:, 3—5
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
Cou.-Iny cf 1cl—;1iu,S-aie or`Caiifornia
FOR ACCOUNTING USE ONLY: By _Deputy
Fund/Subclass: 0001/10000
Organization: 56201706/56201718/56201719/56201748/56201750
Account/Program: 7295/0
CA_FresnoCo_NFPAgrmnt_Exp20260630 Page 17 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
EXHIBIT A. NURSE-FAMILY PARTNERSHIP MODEL ELEMENTS
When the Program is implemented in accordance with these Model Elements, the Parties can
reasonably have a high level of confidence that results will be comparable to those measured in
Research. Conversely, if implementation does not incorporate these Model Elements, results
may be different from Research results.
Element 1. Client participates voluntarily in the Nurse-Family Partnership Program.
Element 2. Client is a first-time mother.
Element 3. Client meets low- income criteria at intake.
Element 4. Client is enrolled in the Program early in her pregnancy and receives her first
home visit by no later than the end of the 28th week of pregnancy.
Element 5. Client is visited one-to-one: one Nurse Home Visitor to one first-time mother/
family.
Element 6. Client is visited in her home, as defined by the Client, or in a location of the
Client's choice.
Element 7. Client is visited throughout her pregnancy and the first two years of her child's life
in accordance with the standard NFP visit schedule or an alternative visit
schedule agreed upon between the Client and Nurse Home Visitor.
Element 8. Nurse Home Visitors and Program Supervisors are registered professional
nurses with a minimum of a Baccalaureate degree in nursing.
Element 9. Nurse Home Visitors and Program Supervisors participate in and complete
education required by NFP NSO. In addition, a minimum of one current
Administrator participates in and completes the Administrator Education required
by NFP.
Element 10. Nurse Home Visitors use professional knowledge, nursing judgment, nursing
skills, screening tools and assessments, frameworks, guidance and the NFP E-
Guidelines to individualize the Program to the strengths and risks of each family
and apportion time across defined Program domains.
Element 11. Nurse Home Visitors and Program Supervisors apply nursing theory, nursing
process and nursing standards of practice to their clinical practice and the
theoretical framework that underpins the Program, emphasizing Self-Efficacy,
Human Ecology and Attachment theories, through current clinical methods.
Element 12. A full-time Nurse Home Visitor carries a caseload of 25 or more active Clients.
Element 13. NFP Network Partners are required to employ a Program Supervisor at all times.
Element 14. Program Supervisors provide Nurse Home Visitors clinical supervision with
reflection, demonstrate integration of the theories, and facilitate professional
development essential to the Nurse Home Visitor role through specific
supervisory activities including 1:1 clinical supervision, case conferences, team
meetings and field supervision.
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 18 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
Element 15. Nurse Home Visitors and Program Supervisors collect data as specified by NFP
and ensure that it is accurately entered into the NFP Data Collection System
("DCS") in a timely manner.
Element 16. Nurse Home Visitors and Program Supervisors use data and NFP reports to
assess and guide Program Implementation, enhance Program quality and
demonstrate Program Fidelity and inform clinical practice and supervision.
Element 17. Network Partner is located in and operated by an organization known in the
community for being a successful provider of prevention services to low-income
families.
Element 18. Network Partner convenes a long-term Community Advisory Board that reflects
the community composition and meets at least quarterly to implement a
community support system for the program and to promote program quality and
sustainability.
Element 19. Adequate organizational support and structure shall be in place to support Nurse
Home Visitors and Program Supervisors to implement the Program with Fidelity
to the Model.
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 19 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
EXHIBIT B. NURSE-FAMILY PARTNERSHIP SUPPORT FOR NETWORK PARTNER
To help Network Partner implement the Program with Fidelity to the Model, NFP provides the
following support to Network Partner:
I. NFP provides support to help Network Partner prepare to implement the Program including:
A. Materials to help Network Partner:
1. Select and set up Network Partner's work space;
2. Establish telecommunications and computer capabilities;
3. Recruit and hire Program Supervisors, Nurse Home Visitors, and administrative
support staff;
4. Establish a network of sources who may refer low-income, first-time mothers to
Network Partner;
5. Facilitate enrollment of Clients;
6. Establish a network of social services which can provide support to Network
Partner's Clients;
7. Work with media;
8. Inform the community and build support for Network Partner, the Program, and
Program Benefits;
9. Establish strong, stable, and sustainable funding for Network Partner operations.
B. An NFP DCS users' manual, which provides instructions describing what data must be
collected for NFP DCS by Network Partner's staff, how that data must be entered into
NFP DCS, and how reports can be obtained. NFP may modify the NFP DCS users'
manual from time to time and will provide Network Partner with updated versions on a
timely basis.
C. Access to an Internet-based discussion forum with other entities that are implementing
the Program.
D. A visit to Network Partner by a member of NFP staff to offer direct consultation on
Program implementation.
II. NFP provides ongoing support to Network Partner via telephone and email during Program
implementation and operation, including:
A. Consultation with respect to topics such as, developing community support, keeping
interested constituencies informed about progress and results, planning and
implementing expansion, and sustaining and increasing funding;
B. Model implementation consultation for Program Supervisors and Nurse Home Visitors;
C. Consultation regarding data collection, entry, management, and interpretation.
D. On-site consultation as is mutually deemed necessary and appropriate.
III. NFP provides a description of education programs, both required and optional, and a
schedule of upcoming education events and locations. NFP may modify the specific names,
descriptions, and content of education programs, as well as their schedule and locations
from time to time and will inform Network Partner of such modifications on a timely basis.
IV. NFP provides education to Program Supervisors and Nurse Home Visitors at dates and
locations to be determined by NFP. Education will cover the following topics:
A. The Program, Program Benefits, and Model Elements;
B. Use of the NFP DCS, including data collection, entry, management, and interpretation;
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 20 of 34
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C. Implementation of the Program using the NFP E-Guidelines and associated tools and
materials;
D. Knowledge and skills needed by the NFP Program Supervisor for proper Program
delivery; and
E. Other aspects of the Program that NFP believes are warranted for successful Program
implementation by the staff at Network Partner.
V. NFP provides E-Guidelines and other materials to help Program Supervisors and Nurse
Home Visitors implement the Program with Fidelity to the Model Elements. NFP may modify
the E-Guidelines from time to time and will provide Network Partner with updated versions
on a timely basis.
VI. NFP provides support for Network Partner's use of the NFP DCS, including:
A. Monitoring the Network Partner's data collection and entry activity and quality and
providing feedback to Network Partner as appropriate;
B. Maintaining and supporting NFP DCS software;
C. Upgrading NFP DCS software when deemed necessary by NFP; and
D. Technical assistance via telephone or e-mail to support Network Partner's use of the
NFP DCS.
VI I. NFP provides implementation reports and evaluation reports at such times as NFP deems
commercially reasonable and necessary to meet the needs of Network Partner and entities
to which Network Partner may be obligated to provide such information. Subject to
applicable federal and state laws, if any, such reports cover:
A. Network Partner activity. Reports designed primarily for Program Supervisors and Nurse
Home Visitors to help them manage Nurse Home Visitor activity.
B. Quality improvement. Reports aimed to help Network Partner improve Fidelity to the
Model including reports designed (i) to assist Program Supervisors and Nurse Home
Visitors identify and prioritize actions for improving Program outcomes, and (ii) to help
NFP staff assess how Network Partners are performing with respect to Fidelity to the
Model.
C. Program outcomes. Reports designed to help Program Supervisors and funding decision
makers assess the effectiveness of the Program as applied to Network Partner's
particular circumstances.
D. These reports are available on a pre-defined schedule or from the NFP DCS Website on
demand. NFP may modify the Program Reports from time to time.
VI 11. NFP will provide art work and color and usage guidelines to help Network Partner develop
and produce communications materials that properly use the NFP trademark, logo, tag lines,
and other copyrighted or otherwise protected language, images, and materials controlled by
NFP.
IX. NFP will periodically assess the extent to which Network Partner is implementing the
Program with Fidelity to the Model. When such assessment indicates opportunities for
Network Partner to improve its results by strengthening Fidelity to the Model, NFP staff will
meet with Network Partner's supervisors and staff and mutually develop a Collaborative
Success Plan ("CSP"). From time to time, NFP may engage either internal or external
auditors to evaluate the performance of the Network Partner. Network Partner will cooperate
fully with any quality audit that is undertaken by or on behalf of NFP.
X. Collaborative Success Plan ("CSP"). The NFP Program is a model where collaboration and
change occur within the context of a relationship with shared goals. The CSP was
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DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
developed to facilitate shared agreements and planning between NFP and Program
Network Partners throughout the life span of Program implementation and is updated at
least annually. The CSP operates as follows:
A. The goal of the CSP is to support alignment with the Model Elements (Fidelity to the
Model) in the areas of program growth, operational efficiency, outcomes, and
sustainability. Like the nursing process, the CSP provides opportunities to support
Program implementation throughout the life cycle of a Program Network Partner. The
CSP is periodically assessed and updated as circumstances require to identify
opportunities for growth. The CSP provides a framework for action to support those
opportunities. The Program Network Partner and NFP Nursing Practice Manager
collaborate to create a CSP with action items that include both NFP responsibilities and
the Program Network Partner's responsibilities.
B. A CSP serves as a tool for both the Program Network Partner and NFP to monitor
progress towards mutually agreed upon areas for growth and to ensure that NFP is
providing adequate support to enable the Program Network Partner to serve families in
the community effectively. Both Parties will have access to the document which will
include mutually agreed upon goals, contributing factors, and action items for both NFP
and the Program Network Partner. Progress on goals will be assessed regularly during
consultation calls.
C. After a CSP is finalized, the NFP will provide the Program Network Partner with full-time
access to it. The CSP includes documentation of shared goals and progress on action
items. CSPs are reviewed quarterly at a minimum, and more often as needed.
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 22 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
EXHIBIT C. FEES FOR NURSE-FAMILY PARTNERSHIP SERVICES
NFP FEES FOR THE FIRST THREE YEARS OF SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE AS
FOLLOWS, SUBJECT TO CHANGE IN ACCORDANCE WITH SECTION IV:
Section 1: Education, Replacement, and Expansion Fees
Nurse Home Visitor Education Fee Invoiced u on completion of in-person or virtual training session
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $5,412.00 Per NHV or Program Supervisor Attendee
1/1/2024 12/31/2024 $5,683.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2025 12/31/2025 $5,967.00
Program Supervisor Education Fee Invoiced u on completion of in-person or virtual training session
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $979.00 Per Program Supervisor Attendee
1/1/2024 12/31/2024 $1,028.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2025 12/31/2025 $1,079.00
Program Supervisor Unit 2 Education Fee Invoiced upon com letion of in-person or virtual training session
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $850.00 Per Program Supervisor Attendee
1/1/2024 12/31/2024 $893.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2025 12/31/2025 $938.00
Administrator Standard Education Fee Invoiced u on com letion of in-person or virtual training session
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $640.00 Per Administrator Attendee
1/1/2024 12/31/2024 $672.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2025 12/31/2025 $706.00
Administrator Optional Session Education Fee Invoiced upon com letion of in-person or virtual training session
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $299.00 Per Administrator Attendee
1/1/2024 12/31/2024 $314.00 (*Beginning 1/1/2022, price is based on the calendar year)
1/1/2025 12/31/2025 $329.00
NHV Educational Materials Fee (Invoiced upon completion of in-person or virtual training NHV education session)
Price Effective Date* End Date Unit Price Unit of Measure
1/1/2023 12/31/2023 $687.00 * Per NHV or Program Supervisor Attendee
( Beginning 1/1/2022, price is based on the calendar year)
1/1/2024 12/31/2024 $721.00
1/1/2025 12/31/2025 $757.00
Program Supervisor Re lacement Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
7/1/2023 6/30/2024 $3,673.00 One time per Replacement of Program Supervisor
per Occurrence
(Price is set
7/1/2024 6/30/2025 $3,783.00 on contract anniversary date)
7/1/2025 6/30/2026 1 $3,896.00
Team Addition Expansion Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
7/1/2023 6/30/2024 $21,393.00 One time per Expansion per Occurrence per Team
(Price is set on contract anniversary date)
7/1/2024 6/30/2025 $22,035.00
7/1/2025 6/30/2026 $22,696.00
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 23 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A61`331`66712
Regional Expansion Fee Invoiced at the time of occurrence
Price Effective Date End Date Unit Price Unit of Measure
One time per Expansion per Occurrence per Team
7/1/2023 6/30/2024 $26,741.00 (Price is set on contract anniversary date)
7/1/2024 6/30/2025 $27,543.00
7/1/2025 6/30/2026 $28,369.00
Section II: Annual Fees
NFP Network Partner Annual Program Support Fee per team
Invoiced annually on the Price Effective Date
Price Effective Date End Date Unit Price Unit of Measure
Annual per first team per year
(The fee total is based on the number
of funded Nurse Home Visitors per team)
Two NHV Team 7/1/2023 6/30/2024 $21,600.00
Two NHV Team 7/1/2024 6/30/2025 $22,248.00
Two NHV Team 7/1/2025 6/30/2026 $22,908.00
Three NHV Team 7/1/2023 6/30/2024 $22,704.00
Three NHV Team 7/1/2024 6/30/2025 $23,388.00 (Price is set on contract anniversary date)
Three NHV Team 7/1/2025 6/30/2026 $24,084.00
Four NHV Team 7/1/2023 6/30/2024 $23,820.00
Four NHV Team 7/1/2024 6/30/2025 $24,528.00
Four NHV Team 7/1/2025 6/30/2026 $25,272.00
Five NHV Team 7/1/2023 6/30/2024 $24,960.00
Five NHV Team 7/1/2024 6/30/2025 $25,956.00
Five NHV Team 7/1/2025 6/30/2026 $26,736.00
Six NHV Team 7/1/2023 6/30/2024 $26,124.00
Six NHV Team 7/1/2024 6/30/2025 $27,168.00
Six NHV Team 7/1/2025 6/30/2026 $27,984.00
Seven NHV Team 7/1/2023 6/30/2024 $27,048.00
Seven NHV Team 7/1/2024 6/30/2025 $28,128.00
Seven NHV Team 7/1/2025 6/30/2026 $28,980.00
Eight NHV Team 7/1/2023 6/30/2024 $28,104.00
Eight NHV Team 7/1/2024 6/30/2025 $29,316.00
Eight NHV Team 7/1/2025 6/30/2026 $30,192.00
CA FresnoCo_NFPAgrmnt_Exp20260630 Page 24 of 34
DocuSign Envelope ID:58588475-1C05-491D-AA31-1A6F33F66712
EXHIBIT D
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (the "BAA"), effective July 1, 2023, (the "Effective Date"),
is entered into by and between County of Fresno, a Political Subdivision of the State of
California (the "Covered Entity") and Nurse-Family Partnership, a Colorado nonprofit
corporation (the "Business Associate" or "NFP") (each a "Party" and collectively the
"Parties").
The Parties have entered into a Professional Services Agreement effective July 1, 2023 (the
"Agreement"), pursuant to which the Business Associate may have access to Protected Health
Information (PHI).
Both Parties are committed to complying with the Standards for Privacy and Security of
Individually Identifiable Health Information (the "Privacy & Security Regulations") promulgated
under the Health Insurance Portability and Accountability Act of 1996 ("HIPAK) and as it is
updated, amended, or revised, including the requirement under 45 CFR §164.502(e)(2)to enter
into a Business Associate Agreement with business associates who are subcontractors.
This BAA sets forth the terms and conditions pursuant to which PHI that is created, received,
maintained, or transmitted by the Covered Entity Business from or on behalf of the Business
Associate will be handled during the term of their Agreement and after its termination. The
Parties agree as follows:
1. DEFINITIONS
1.1 Protected Health Information ("PHI"). Protected Health Information shall have the meaning
as set out in its definition at 45 CFR§160.103, as such provision is currently drafted and as
it is subsequently updated, amended, or revised.
1.2 Business Associate. "Business Associate" shall generally have the same meaning as the
term "business associate" at 45 CFR 160.103, and in reference to the party to this
agreement, shall mean Nurse-Family Partnership.
1.3 Covered Entity. "Covered Entity" shall generally have the same meaning as the term
"covered entity" at 45 CFR 160.103, and in reference to the party to this agreement, shall
mean any NFP Affiliate that collects PHI.
1.4 HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and Part 164.
1.5 Security Incident. "Security Incident" shall have the meaning set out in its definition at 45
CFR §164.304, as it is subsequently updated, amended, or revised. For purposes of
notification to the Business Associate, an attempted unauthorized access means any
attempted unauthorized access that prompts Business Associate Subcontractor to
investigate the attempt, or review or change its current security measures.
2. PERMITTED USES AND DISCLOSURES OF PHI
2.1 Services. Pursuant to the Agreement, between Covered Entity and Business Associate
each provides services ("Services") that involve access to, use and/or disclosure of PHI,
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including electronic PHI. Except as otherwise specified herein, the Business Associate may
make any and all uses of PHI necessary to perform its obligations under the Agreement,
provided that such use would not violate the Privacy and Security Regulations if done by
Covered Entity. All other uses not authorized by this BAA are prohibited.
2.2 Business Activities of the Business Associate. Unless otherwise limited herein, the
Business Associate may:
a. Use the PHI in its possession for its proper management and administration and to fulfill
any present or future legal responsibilities of the Business Associate provided that such
uses are permitted under state and federal confidentiality laws.
b. Disclose the PHI in its possession to third parties for the purpose of its proper
management and administration or to fulfill any present or future legal responsibilities of
the Business Associate, provided that the Business Associate represents to the Covered
Entity, in writing, that (i) the disclosures are Required by Law, as that phrase is defined
in 45 CFR §164.103 or (ii) the Business Associate has received from the third party
written assurances regarding its confidential handling of such PHI as required under 45
CFR §164.504(e)(4), and the third party agrees in writing to notify Business Associate of
any instances of which it becomes aware that the confidentiality of the information has
been breached.
3. RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PHI
3.1 Responsibilities of the Business Associate. With regard to its use and/or disclosure of PHI,
the Business Associate hereby agrees to do the following:
a. Use and/or disclose the PHI only as permitted or required by this BAA or as otherwise
required by law.
b. To the extent the Business Associate is to carry out one or more of Covered Entity's
obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of
Subpart E that apply to the Covered Entity in the performance of such obligation(s).
c. Use appropriate safeguards to protect the privacy and security of PHI and comply with
Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information
(EPHI), to prevent use or disclosure of PHI other than as provided for by this BAA.
d. Business Associate acknowledges its obligations under HIPAA and agrees to comply
with any and all privacy and security provisions not otherwise specifically addressed in
the Agreement made applicable to Business Associate by HIPAA on the applicable
effective date and any subsequent regulations promulgated under HIPAA and/or
guidance thereto.
e. Business Associate acknowledges that, (i)the foregoing requirements shall apply to
Business Associate in the same manner that such requirements apply to Covered Entity,
and (ii) Business Associate shall be subject to the civil and criminal enforcement
provisions set forth at 42 USC 1320d-5 and 1320d-6, as amended from time to time, for
failure to comply with the requirements and any applicable guidance subsequently
issued by the Secretary of the Department of Health and Human Services ("Secretary")
with respect to such requirements.
f. Disclose to its subcontractors, agents, or other third parties, and request from the
Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function
required or permitted hereunder.
g. Business Associate agrees that any EPHI it creates, receives, maintains, or transmits
will be maintained or transmitted in a manner that is rendered unusable, unreadable, or
indecipherable to unauthorized persons through the use of technology or methodology
specified by the Secretary in the guidance issued under section 13402(h)(2) of Public
Law 111-5.
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h. Establish procedures for mitigating, to the greatest extent possible, any deleterious
effects from any improper use and/or disclosure of PHI from Covered Entity.
i. Require all of its subcontractors and agents that receive, use, or have access to PHI
under this BAA to agree, in a written Business Associate Agreement, to adhere to the
same or more stringent restrictions and conditions on the use and/or disclosure of PHI
that apply to the Business Associate pursuant to this BAA.
j. Make available all records, books, agreements, policies, and procedures relating to the
use and/or disclosure of PHI to the Secretary for purposes of investigating or
determining compliance with HIPAA.
k. Upon prior written request, make available to the Covered Entity during normal business
hours at Business Associate's offices all records, books, agreements, policies, and
procedures relating to the use and/or disclosure of 's PHI from Covered Entity to
determine the Business Associate's compliance with the terms of this BAA.
I. Business Associate agrees to document any and all disclosures of PHI that require an
accounting of disclosures as would be required under 45 CFR §164.528. Business
Associate further agrees, within 30 days of receiving a written request from the Covered
Entity, to provide to the Covered Entity such information as is requested by the Covered
Entity to permit the Covered Entity to respond to a request by an individual for an
accounting of the disclosures of the individual's PHI in accordance with 45 CFR
§164.528.
m. The Business Associate agrees to notify the Covered Entity within seventy-two (72)
hours of discovery of:
(i) any use or disclosure of PHI not provided for by the BAA of which it becomes aware,
(ii) any suspected breach of unsecured PHI as defined at 45 CFR 164.402, and
(iii) any Security Incident of which it becomes aware.
Notification under this section shall include the identification of each individual whose PHI has
been, or is suspected to have been, accessed, acquired, or disclosed. Business Associate
further agrees to make available in a reasonable time and manner any information needed by
Covered Entity to respond to individual and governmental inquiries regarding any of the
notifications received from Business Associate.
n. Business Associate agrees to indemnify the Covered Entity for the reasonable cost to
notify the individuals whose information was the subject of a breach and for any cost or
damages, including attorney fees or fines, incurred by Covered Entity as a result of the
breach by Business Associate, including but not limited to any identity theft related
prevention or monitoring costs.
3.2 Responsibilities of the Covered Entity. With regard to the use and/or disclosure of PHI by
the Business Associate, the Covered Entity hereby agrees:
a. To inform the Business Associate of any changes in the notice of privacy practices
("Notice") that the Covered Entity provides to individuals pursuant to 45 CFR §164.520
that affect Business Associate's use or disclosure of PHI, and provide to the Business
Associate, upon request, a copy of the Notice currently in use.
b. To inform the Business Associate of any changes in, or revocation of, the authorization
provided to the Covered Entity pursuant to 45 CFR §164.508, to the extent relevant to
the Services being provided under the Agreement.
c. To inform the Business Associate of any opt-outs exercised by any individual from
fundraising activities of the Covered Entity pursuant to 45 CFR §164.514(f), to the extent
relevant to the Services being provided under the Agreement.
d. To notify the Business Associate, in writing and in a timely manner, of any arrangements
permitted or required of the Covered Entity under 45 CFR § part 160 and 164 that may
impact in any manner the use and/or disclosure of PHI required by the Business
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Associate under this BAA, including, but not limited to, agreed upon restrictions
regarding the use and/or disclosure of PHI as provided for in 45 CFR§164.522.
4. REPRESENTATIONS AND CERTIFICATIONS
4.1 Mutual Representations and Certifications of the Parties. Each Party represents and
certifies to the other party that it is duly organized, validly existing, and in good standing
under the laws of the jurisdiction in which it is organized or licensed; it has the full power to
enter into this BAA and to perform its obligations hereunder; and that the performance by it
of its obligations under this BAA have been duly authorized by all necessary corporate or
other actions and will not violate any provision of any license, corporate charter, or bylaws.
5. TERM AND TERMINATION
5.1 Term. This BAA shall become effective on the Effective Date and shall continue in effect as
long as the Agreement is in effect and until all obligations of the Parties have been met,
unless terminated as provided in this Section 5. In addition, certain provisions and
requirements of this BAA shall survive its expiration or other termination in accordance with
5 herein.
5.2 Termination by the Covered Entity. As provided for under 45 C.F.R. §164.504(e)(2)(iii) and
C.F.R. §164.504(e)(5), the Covered Entity may immediately terminate this BAA and any
related agreements if the Covered Entity makes the determination that the Business
Associate has breached a material term of this BAA. Alternatively, the Covered Entity may
choose to: (i) provide the Business Associate with thirty (30) days written notice of the
existence of an alleged material breach; and (ii) afford the Business Associate an
opportunity to cure said alleged material breach upon mutually agreeable terms.
Nonetheless, in the event that mutually agreeable terms cannot be achieved within thirty
(30) days, Business Associate must cure said breach to the satisfaction of the Covered
Entity within thirty (30) days. Failure to cure in the manner set forth in this paragraph is
grounds for the immediate termination of this BAA.
5.3 Termination by Business Associate. If the Business Associate makes the determination that
a material condition of performance has changed under the Agreement or this BAA, or that
the Covered Entity has breached a material term of this BAA, Business Associate may
provide thirty (30) days' notice of its intention to terminate this BAA. Business Associate
agrees, however, to cooperate with Covered Entity to find a mutually satisfactory resolution
to the matter prior to terminating and further agrees that, notwithstanding this provision, it
shall not terminate this BAA so long as the Agreement is in effect.
5.4 Automatic Termination. This BAA will automatically terminate without any further action of
the Parties upon the termination or expiration of the Agreement between the Parties.
5.5 Effect of Termination. Upon the event of termination pursuant to this Section 5, Business
Associate agrees to return or destroy all PHI pursuant to 45 C.F.R. §164.504(e)(2)(J) and
C.F.R. §164.504(e)(5) and retain no copies (which for purposes of this BAA shall mean,
without limitation, the destruction of all backup media) except as explicitly provided for in the
Agreement between the Parties.
6. CONFIDENTIALITY
6.1 Confidentiality Obligations. In the course of performing under this BAA, each Party may
receive, be exposed to, or acquire Confidential Information including but not limited to, all
information, data, reports, records, summaries, tables, and studies, whether written or oral,
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fixed in hard copy, or contained in any computer database or computer readable form, as
well as any information identified as confidential ("Confidential Information") of the other
Party. For purposes of this BAA, "Confidential Information" shall not include PHI, the
security of which is the subject of this BAA and is provided for elsewhere. The Parties,
including their employees, agents, or representatives, (i) shall not disclose to any third party
the Confidential Information of the other Party except as otherwise permitted by this BAA,
(ii) only permit use of such Confidential Information by employees, agents, and
representatives having a need to know in connection with performance under this BAA, and
(iii) advise each of their employees, agents, and representatives of their obligations to keep
such Confidential Information confidential. This provision shall not apply to Confidential
Information: (a)after it becomes publicly available through no fault of either Party, (b)which
is later publicly released by either Party in writing, (c) which is lawfully obtained from third
parties without restriction, or (d)which can be shown to be previously known or developed
by either Party independently of the other Party.
7. MISCELLANEOUS
7.1 Survival. The obligations of Business Associate shall survive the termination of this
Agreement.
7.2 Amendments; Waiver. This BAA may not be modified, nor shall any provision hereof be
waived or amended, except in a writing duly signed by authorized representatives of the
Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar
to or waiver of any right or remedy as to subsequent events.
7.3 No Third-Party Beneficiaries. Nothing expressed or implied in this BAA is intended to
confer, nor shall anything herein confer, upon any person other than the Parties and the
respective successors or assigns of the Parties, any rights, remedies, obligations, or
liabilities whatsoever.
7.4 Notices. Any notices to be given hereunder to a Party shall be made via U.S. Mail or
express courier to such Party's address given below, and/or (other than for the delivery of
fees) via electronic transmission or facsimile to the contacts listed below.
If to Covered Entity, to:
County of Fresno, Department of Public Health
PO Box 11867
Fresno, CA 93775
Attention: David Luchini, Director
Telephone: (559) 600-3200
Email: diuchini@fresnocountyca.gov
If to Business Associate, to:
Nurse-Family Partnership
1900 Grant St, 4th Floor
Denver, CO 80203
Attention: Jake Kathleen Marcus, Legal Director
Email: Jake.Marcus@nursefamilypartnership.org
Each Party named above may change its address and that of its representative for notice by the
giving of notice thereof in the manner hereinabove provided.
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7.5 Counterparts; Facsimiles and Electronic Copies. This BAA may be executed in any number
of counterparts, each of which shall be deemed an original. Facsimile and electronic copies
hereof shall be deemed to be originals.
7.6 Disputes. If any controversy, dispute, or claim arises between the Parties with respect to
this BAA, the Parties shall make good faith efforts to resolve such matters informally.
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7.7 Indemnification. To the extent permitted by law, Business Associate agrees to indemnify
and hold harmless Covered Entity from and against all claims, demands, liabilities,
judgments or causes of action of any nature for any relief, elements of recovery or damages
recognized by law (including, without limitation, attorney's fees, defense costs, and
equitable relief), for any damage or loss incurred by Covered Entity arising out of, resulting
from, or attributable to any acts or omissions or other conduct of Business Associate or its
agents in connection with the performance of Business Associate's or its agents' duties
under this Agreement. This indemnity shall not be construed to limit Covered Entity's rights,
if any, to common law indemnity.
IN WITNESS WHEREOF, each of the undersigned has caused this BAA to be duly executed in
its name and on its behalf effective as of the Effective Date,
BUSINESS ASSOCIATE
Docu--Sig��need by:
By: C�II.�YLO(tt, kt&-(k�S
ED73D4C4BD88464...
NFP
Name and Title : Charlotte Min-Harris, President & CEO
2/15/2024
Date
COVERED ENTITY
[NETWORK PARTNER]
By:
Name and Title: Nathan Magsig, Chairman of the Board of Supervisors of the County of Fresno
3 -s -aoa �
Date
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of Caiiforni,a
By Deputy
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EXHIBIT E. NETWORK PARTNER RESPONSIBILITIES
To ensure that the Nurse-Family Partnership Program is implemented with Fidelity to the
Model, Network Partner will undertake the following actions during initial implementation and
ongoing operation:
I. Network Partner shall:
A. Identify, from its top tier leadership, an Administrator to support Program
implementation within the community;
B. Set up and maintain an appropriate work space for staff who are to implement the
Program;
C. Establish and maintain appropriate telecommunications and computer capabilities for
staff;
D. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and
administrative support staff;
E. Establish, maintain, keep current, and improve its network of referral sources who
will refer low-income, first-time mothers to Network Partner;
F. Enroll Clients that meet the criteria specified in the Model Elements.
G. Establish, maintain, keep current and improve its network of social services and
community resources that can provide support to Network Partner's Clients;
H. Work with media to ensure timely and accurate communication to the public about
the Program and its implementation by Network Partner;
I. Inform the community and build support for Network Partner, the Program, and
Program Benefits, including educating local, state and/or federal policymakers;
J. Establish and maintain strong, stable, and sustainable funding for Network Partner
operations and seek new funding streams to sustain and expand the Program.
K. Utilize NFP's Internet-based discussion forum to share learning with other entities
that are implementing the Program.
11. Network Partner will keep NFP informed of implementation issues that may impact
Program sustainability, ability to reach Program capacity, and Fidelity to the Model.
III. Network Partner will ensure that all Administrators, Program Supervisors, Nurse Home
Visitors, and administrative staff attend, participate in, and/or complete education
programs required by NFP, do so on a timely basis, and, upon completion, demonstrate
a level of competence deemed satisfactory by NFP in its reasonable discretion.
IV. Network Partner will ensure that no Nurse Home Visitor is assigned a case load or
makes a Client visit (except in the company of an NFP-educated Nurse Home Visitor)
until after she/he has completed Unit II on the Program, Program Benefits, Model
Elements, use of the NFP DCS, and implementation of the Program for mothers who are
pregnant.
V. Network Partner will implement the Program in accordance with the E-Guidelines TM
including:
A. Ensure enrollment of 25 first-time mothers per full-time Nurse Home Visitor within
nine months of beginning implementation and make best efforts to maintain that level
of enrollment on an ongoing basis;
B. Ensure that each full-time Nurse Home Visitor carries a caseload of at least 25 active
families; and
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C. Ensure that the essential Program content as described in the E-Guidelines TM is
addressed with Clients by Nurse Home Visitors.
VI. Network Partners are not allowed to expand the number of nurse home visitors without
approval from NFP. When planning to increase the number of nurse home visitors,
Network Partner will inform NFP by emailing the below address and will be briefed on the
process and requirements by NFP's Network Development Department:
programdevelopment(a-),nursefamilypartnership.orq
VII. Network Partner will ensure the availability of appropriate, fully functioning computer
systems and software at Network Partner's location for use of the NFP DCS and to
communicate with NFP by email.
VI11. Network Partner will ensure that Program Supervisors and Nurse Home Visitors (a)
collect required data on Client visits and enter it into the NFP DCS completely and
accurately within five (5) business days of visiting the Client, and (b) enter any other data
for NFP DCS completely and accurately on or before the last day of each calendar
month, taking all appropriate steps to maintain Client confidentiality and obtain any
necessary written permissions or agreements for data analysis or disclosure of protected
health information, in accordance with HIPAA (Health Insurance Portability and
Accountability Act of 1996) regulations, including, but not limited to, authorizations, data
use agreements, and business associate agreements, as necessary. Failure of Network
Partner to comply with any applicable provision of HIPAA will constitute a breach of this
Agreement.
IX. Network Partner will ensure that Program Supervisors:
A. Aim to develop a supportive relationship with the Nurse Home Visitors she/he
supervises;
B. Meet one-on-one with each Nurse Home Visitor at least weekly to provide clinical
supervision using reflection, preferably in person but by telephone where travel
constraints limit nurse or Program Supervisor mobility; and
C. Run activity reports and quality improvement reports from the NFP DCS on a timely
basis (typically monthly); use such reports to assess areas where systems,
organizational, or operational changes are needed to enhance the overall quality of
program operations; and develop and implement action plans based on these
assessments, team meetings and case conferences, in accordance with the Model
Elements.
X. Network Partner will ensure that Administrators:
A. Support the Team as appropriate;
B. Review annual outcome and fidelity measures to assess the status of Program
implementation;
C. Review capacity and sustainability regularly;
D. Take advantage of NFP's ongoing distance learning opportunities related to
Administrator education, including online learning and, when practical and
appropriate, travel to the NSO for additional training;
E. Make best efforts to support the Community Advisory Board ("CAB"), and
F. Maintain an ongoing commitment to the professional development and education of
Nurse Home Visitors and provide opportunities for additional training, when
applicable.
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XI. If a situation arises in which Network Partner has no openings available for Client
enrollment and is maintaining a waiting list, while another Program Network Partner
is simultaneously operating in the same geographical location and has openings,
then, in accordance with the NFP goal of providing Program Benefits for the
maximum number of vulnerable families, Network Partner will cooperate with the
other Program Network Partner and will refer those unenrolled families for enrollment
in the Program.
XI I. Network Partner will develop a Community Advisory Board with diverse
representation (for example, health, mental health, education, criminal justice, youth,
business, social services, faith-based leaders, other prominent community
organization leaders) to ensure broad-based community support for Network
Partner's implementation of the Program.
XIII. NFP will periodically assess the extent to which Network Partner is implementing the
Program with Fidelity to the Model. When such assessment indicates opportunities for
Network Partner to improve its results by strengthening Fidelity to the Model, NFP
staff will meet with Network Partner supervision and mutually develop a plan to do so.
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