HomeMy WebLinkAboutAgreement A-24-188 Amendment I with BHC Heritage Oaks Hospital.pdf Agreement No. 24-188
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 April 23, 2024 and is between BHC Heritage Oaks Hospital, a Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On July 1, 2023, the County and the Contractor entered into an agreement for the
8 provision of inpatient psychiatric hospital services, which is County agreement number A-23-311
9 ("Agreement"), for Fresno County persons served eligible for such services under the Medi-Cal
10 program, pursuant to Sections 14700 et seq. and 14712 et seq. of the California Welfare and
11 Institutions Code and County may also determine the need to refer persons not eligible for
12 Medi-Cal.
13 B. Contractor is willing and able to provide such services to eligible Fresno County persons
14 served, pursuant to the terms and conditions of this Agreement.
15 C. County and the Contractor desire to modify the "Contractor Scope of Work and Rates"
16 Exhibit B to align the Service Rates with Contractor's Regional Rate as well as the most current
17 Specialty Mental Health Services Medi-Cal Billing Manual Version 1.4 which aligns with CalAIM
18 payment reform, effective January 1, 2024.
19 D. The parties desire to include an Electroconvulsive Therapy (ECT) service rate for the
20 period November 6, 2023 through December 7, 2023.
21 E. County desires to increase the Maximum Compensation amount not to exceed Five
22 Million Five Hundred Thousand No/100 Dollars ($5,500,000.00) due to increase in services
23 rendered as compared to previous fiscal years.
24 F. County desires to revise Exhibit F Insurance Requirements to allow for requirements to
25 be met through Contractor self-insurance program.
26 The parties therefore agree as follows:
27 1. All references to Exhibit B shall be deemed references to Revised Exhibit B, which is
28 attached and incorporated by this reference.
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1 2. Sections 4.2 and 4.3 of the Agreement beginning on page 14, line 4 through 14 is
2 deleted and replaced with the following:
3 "4.2 Maximum Compensation. The maximum compensation payable to the
4 Contractor under this Agreement for the period of July 1, 2023 through June 30,
5 2024 is Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00),
6 which is not a guaranteed sum, but shall be paid only for services rendered and
7 received. The maximum compensation payable to the Contractor under this
8 Agreement for the period of July 1, 2024 through June 30, 2025 is Three Million
9 and No/100 Dollars ($3,000,000.00), which is not a guaranteed sum, but shall be
10 paid only for services rendered and received.
11 4.3 Total Maximum Compensation. In no event shall the maximum contract
12 amount for all the services provided by the Contractor to County under the terms
13 and conditions of this Agreement be in excess of Five Million Five Hundred
14 Thousand and No/100 Dollars ($5,500,000.00) during the entire term of this
15 Agreement."
16 3. Section 4.7 of the Agreement beginning on page 19, line 15 through page 21, line 5 is
17 deleted and replaced with the following:
18 "4.7 Rates. Negotiated inpatient mental health service rates shall not,
19 whenever possible, exceed DHCS annual published rate for Medi-Cal Psychiatric
20 Inpatient Hospital Services Regional Average Non-Negotiated Rates, excluding
21 professional (Physician and Psychiatrist) fees. Negotiated service rates that are
22 greater than the published rate must be clearly validated and, at the discretion of
23 County, approved prior to implementation.
24 (A) Rate Structure:
25 (1) Medi-Cal Persons Served ages 0-20 and 65 and older: Provided that
26 there shall first have been a submission of claims in accordance with this
27 Agreement, and payment authorization from County, Contractor shall be paid
28 by the State Department of Health Care Services at the Inpatient Day Rate(s)
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1 as identified in Revised Exhibit B, per person served per day for Acute
2 Inpatient Psychiatric Hospital Services, excluding Physician and Psychiatrist
3 fees, based on the following accommodation codes:
4 Description Accommodation Code Rate
5 Administrative Day 169 See Revised Exhibit B
6 Room & Board, Semi-Private 124 See Revised Exhibit B
7 2-Bed, Psychiatric
8 (2) UMDAP or Medi-Cal Persons Served ages 21-64: Only for persons
9 subject to the Institution of Mental Disease (IMD) Exclusion or for those persons with
10 UMDAP eligibility or retroactive eligibility for the period of hospitalization and where
11 County received notification within twenty-four (24) hours of admission specifically
12 referred by County to Contractor, and for which there shall first have been a
13 submission of claims in accordance with this Agreement and for each approved day
14 as determined by utilization review performed by County, Contractor shall be paid by
15 County at the all-inclusive rate(s) as identified in Revised Exhibit B, per person
16 served per day for Acute Psychiatric Inpatient Hospital Services, excluding Physician
17 and Psychiatrist fees, based on the following accommodation codes:
18 Description Accommodation Code Rate
19 Administrative Day 169 See Revised Exhibit B
20 Room & Board, Semi-Private 124 See Revised Exhibit B
21 2-Bed, Psychiatric
22 (B) It is understood by County and Contractor that the DBH Director or designee and
23 the Contractor's Director of designee are responsible for negotiating and establishing
24 the Inpatient Psychiatric Day Rate (Room and Board, Semi-Private, 2-bed,
25 Psychiatric) during each fiscal year, which may supersede the rate identified in
26 Revised Exhibit B. Said rate adjustments(s) shall be approved by County and
27 Contractor and become part of this Agreement. Any rate adjustment(s) shall not
28 result in an increase to the maximum compensation of the Agreement stated herein.
3
1 Rate adjustments shall occur on an annual basis in a format provided by, and a
2 deadline set by County.
3 (C) Physician Services. Non-psychiatric Physician services and medically necessary
4 physical health services provided post admittance of a County person served
5 covered under this Agreement, are not covered under this Agreement and shall not
6 be paid by the County.
7 (D) Psychiatrist Services.
8 (1) Medi-Cal Persons Served ages 0-20 and 65 and older:
9 Psychiatrist/Professional Fees (Professional Services) shall be identified in Revised
10 Exhibit B at an hourly rate in accordance with CalAIM payment reform and the
11 current Specialty Mental Health Services Billing Manual. Professional Service Fees
12 may not be included in the Inpatient Day Rate. Professional Fees must be noted in
13 chart notes and billed per minute on the CMS 1500 form or invoiced on a template
14 approved by County.
15 (2) UMDAP or Medi-Cal Persons Served ages 21-64: Psychiatrist/Professional
16 Fees (Professional Services) shall be identified in Revised Exhibit B and may be
17 included in the Inpatient Day Rate."
18 4. The County is authorized to pay Contractor for Electroconvulsive Therapy for authorized
19 persons for services from November 6, 2023 to December 7, 2023 only. Electroconvulsive
20 Therapy Inpatient (Ancillary)/Outpatient (Code 901) Rate is $1,800/visit for
21 November/December 2023 for a total of Ten Thousand Eight Hundred and No/100 Dollars
22 ($10,800.00). The County does not authorize any other Electroconvulsive Therapy services as a
23 part of this Agreement.
24 5. All references to Exhibit F shall be deemed references to Revised Exhibit F, which is
25 attached and incorporated by this reference.
26 6. When both parties have signed this Amendment No. 1, the Agreement and this
27 Amendment No. 1 together constitute the Agreement.
28 7. The Contractor represents and warrants to the County that:
4
1 a. The Contractor is duly authorized and empowered to sign and perform its obligations
2 under this Amendment.
3 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
4 to do so and his or her signature on this Amendment legally binds the Contractor to
5 the terms of this Amendment.
6 8. The parties agree that this Amendment may be executed by electronic signature as
7 provided in this section.
8 a. An "electronic signature" means any symbol or process intended by an individual
9 signing this Amendment to represent their signature, including but not limited to (1) a
10 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
11 electronically scanned and transmitted (for example by PDF document) version of an
12 original handwritten signature.
13 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
14 equivalent to a valid original handwritten signature of the person signing this
15 Amendment for all purposes, including but not limited to evidentiary proof in any
16 administrative or judicial proceeding, and (2) has the same force and effect as the
17 valid original handwritten signature of that person.
18 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
19 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
20 2, Title 2.5, beginning with section 1633.1).
21 d. Each party using a digital signature represents that it has undertaken and satisfied
22 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
23 through (5), and agrees that each other party may rely upon that representation.
24 e. This Amendment is not conditioned upon the parties conducting the transactions
25 under it by electronic means and either party may sign this Amendment with an
26 original handwritten signature.
27 9. This Amendment may be signed in counterparts, each of which is an original, and all of
28 which together constitute this Amendment.
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1 10. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
2 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
3 effect.
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
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BHC Heritage Oaks Hospital, Inc. COUNTY OF FRESNO
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5 Print: Yannis Angouras --.-,
Nathan Magsig, Chairman of the Board
6 of Supervisors of the County of Fresno
Sign:
7 Attest:
Chief Executive Officer Bernice E. Seidel
8 Title: Clerk of the Board of Supervisors
County of Fresno, State of California
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4250 Auburn Blvd.
10 Sacramento, CA 95841 By: —
Deputy
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For accounting use only:
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Org No.: 56302666
13 Account No.: 7223/0
Fund No.: 0001
14 Subclass No.: 10000
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Revised Exhibit B
INPATIENT PSYCHIATRIC MENTAL HEALTH SERVICES
CONTRACTOR SCOPE OF WORK AND RATES
Contractor Name: BHC Heritage Oaks Hospital, Inc.; d.b.a. Heritage Oaks Hospital
Contract Term: January 1, 2024 through June 30, 2024
Contract Contact: Martin Gutierrez, Director of Contract Management
Office: (916) 288-0420; Cell 916-317-8359; Fax 916-688-1217
martin.Rutierrez@uhsinc.com
Billing Contact: Wendy McClaine, Business Office Director
(916)489-3336 ext. 2215 Office; (916)489-1765 Fax;
wendy.mcclaine@uhsinc.com
4250 Auburn Blvd., Sacramento, CA 95841
Intake Contact: Inpatient: Sarah Kamarad,A&R Director(916) 830-2229; Fax: (800)217-
6218 sarah.kamrad@uhsinc.com
ECT Clinic (916)480-5115, FAX; (916) 596-2017
HeritageOaksECT@uhsinc.com
Service Address: 4250 Auburn Blvd., Sacramento,CA 95841; (916)489-3336
Services: Acute Inpatient Psychiatric Services;
Mental Health and Behavioral Health, Dual Diagnosis for Adolescents,
Adults and Senior Adults; and Voluntary or Involuntary Admissions.
Ages Served: Adolescents Ages 13—17;Adults Ages 18-64; Senior Adults 65+
Capacity: 125 beds total; 5 beds are flexible based on census need by age; 112
Adult/Senior Adult Psych beds; 8 dedicated Adolescent beds
Medi-Cal Billing: For ages 13-20, 65+
Service Rates: As listed below.
Medi-Cal Inpatient Day Rate -Ages 13-20, 65+(Code 124):
FY 2023 -24
Youth $1127/day
Adult $1324/day
Professional Services $105/per hour
Short Doyle Inpatient Day Rate:
FY 2023 -24
Youth $1127/day
Adult $1324/day
1
Revised 01/05/24
Revised Exhibit B
Administrative Day Rate (Code 169):
FY 2023 - 24
Youth $817.64/day
Adult $817.64/day
By By
Print Nam : Yannis And Print Name: _Robinson Chyou
Title: Chief Executive Officer Title: Chief Financial Officer
Chairperson of the Board, or Secretary (of Corporation), or
President, or any Vice President any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
2
Revised 01/05/24
Revised Exhibit F
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). 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. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, 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 County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) 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.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) 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)the Contractor
shall maintain the policy and provide to the County 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 date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)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 the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
F-1 Revised 12/1/2023
Revised Exhibit F
Insurance Requirements
(H) 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 Contractor.
Definition of 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 Contractor's obligations under Article 18
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 the Contractor'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 the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
Contractor may satisfy the policy requirements above through a program of self-insurance,
including an insurance pooling arrangement or joint exercise of powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County 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.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, 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.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, 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
F-2 Revised 12/1/2023
Revised Exhibit F
Insurance Requirements
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) 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.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) 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 the Contractor.
(B) 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: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, 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 Contractor shall, or shall cause the insurer to, provide written notice to the
County 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 Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County'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.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
F-3 Revised 12/1/2023
Revised Exhibit F
Insurance Requirements
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
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 the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractor
F-4 Revised 12/1/2023