HomeMy WebLinkAboutAgreement A-24-019 with UC Davis.pdf Agreement No. 24-019
1 AGREEMENT
2 This Agreement is made and entered into this 9th day of January 2024, by and between
3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", and the Regents of the University of California, Davis, a public education institution, whose
5 address is One Shield Ave., Davis, CA 95616, hereinafter referred to as "CONTRACTOR," (collectively
6 the "parties").
7 WITNESSETH:
8 WHEREAS, COUNTY, through its Department of Behavioral Health (DBH), recognizes the need
9 for a qualified agency to provide evaluation on the program that provides immediate response to a child
10 and their immediate family following a trauma or life-changing event; and
11 WHEREAS, COUNTY, through its DBH, Mental Health Services Act (MHSA) Innovation (INN)
12 component, has a need for evaluation services for any Innovation Plan; and
13 WHEREAS, CONTRACTOR, is uniquely qualified, willing and able to provide services required by
14 the COUNTY, pursuant to the terms and conditions of this Agreement.
15 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto
16 agree as follows:
17 1. SERVICES
18 A. CONTRACTOR shall perform all services and fulfill all responsibilities set forth in
19 Exhibit A to this Agreement titled, "Summary of Services."
20 B. CONTRACTOR shall align evaluations, services, and practices with the vision,
21 mission, and guiding principles of the DBH, as further described in Exhibit B to this Agreement titled,
22 "Fresno County Department of Behavioral Health Guiding Principles of Care Delivery."
23 C. CONTRACTOR shall participate in meetings consisting of staff from COUNTY's
24 DBH to discuss evaluation requirements, data reporting, outcomes measurement, training, policies and
25 procedures, overall program operations, and any problems or foreseeable problems that may arise.
26 D. CONTRACTOR shall comply with all contract monitoring and compliance protocols,
27 procedures, data collection methods, and reporting requirements conducted by the COUNTY.
28 N
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1 2. TERM
2 The term of this Agreement shall be effective upon execution and shall terminate on June
3 30, 2024.
4 3. TERMINATION
5 A. Non Allocation of Funds - The terms of this Agreement, and the services to be
6 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
7 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
8 terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
9 B. Breach of Contract - COUNTY may immediately suspend or terminate this
10 Agreement in whole or in part, where in the determination of COUNTY there is:
11 1) An illegal or improper use of funds;
12 2) A failure to comply with any term of this Agreement;
13 3) A substantially incorrect or incomplete report submitted to COUNTY;
14 4) Improperly performed service.
15 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any
16 breach of this Agreement or any default which may then exist on the part of CONTRACTOR. Neither
17 shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or
18 default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY of any
19 funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY were not
20 expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any
21 such funds upon demand or, at COUNTY's option, such repayment shall be deducted from future
22 payments owing to CONTRACTOR under this Agreement.
23 C. Without Cause - Under circumstances other than those set forth above, this
24 Agreement may be terminated by CONTRACTOR or COUNTY upon thirty(30) days advance written
25 notice of an intention to terminate the Agreement. COUNTY's DBH Director, or designee, is authorized to
26 execute such written notice on behalf of COUNTY.
27 4. COMPENSATION
28 For actual services provided as identified in the terms and conditions of this Agreement,
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1 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in
2 accordance with Exhibit C to this Agreement titled, "Budget." Mandated travel shall be reimbursed based
3 on actual expenditures and mileage reimbursement shall be at CONTRACTOR's adopted rate per mile,
4 not to exceed the IRS published rate. Payment shall be made upon certification to COUNTY's DBH that
5 services have actually been performed by CONTRACTOR as specified in this Agreement.
6 In no event shall services performed under this Agreement be in excess of One Hundred
7 Eighty-Five Thousand, and No/100 Dollars ($185,000.00). It is understood that all expenses incidental to
8 CONTRACTOR's performance of services under this Agreement shall be borne by CONTRACTOR.
9 Except as provided below regarding State payment delays, payments shall be made by
10 COUNTY to CONTRACTOR in arrears, for services provided during the preceding month, within forty-five
11 (45) days after the date of receipt, verification, and approval of CONTRACTOR's invoices by COUNTY's
12 DBH.
13 If CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY
14 shall be relieved of its obligation for further compensation. All final invoices shall be submitted by
15 CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed.
16 No action shall be taken by COUNTY on claims submitted beyond the sixty(60) day closeout period. Any
17 compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
18 Agreement shall automatically revert to COUNTY.
19 The services provided by CONTRACTOR under this Agreement are funded in whole or in
20 part by the State of California. In the event that funding for these services is delayed by the State
21 Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment shall
22 not exceed the amount of funding delayed by the State Controller to COUNTY. The period of time of the
23 deferral by COUNTY shall not exceed the period of time of the State Controller's delay of payment to
24 COUNTY plus forty-five (45) days.
25 5. INVOICING
26 CONTRACTOR shall invoice COUNTY in arrears by the twenty eighth (28th) day of each
27 month for actual expenses incurred and services rendered in the previous month electronically to
28 dbh-invoices(a.fresnocountyca.gov, with a carbon copy email to the assigned COUNTY's DBH Staff
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1 Analyst.
2 CONTRACTOR shall submit to the COUNTY by the twenty eighth (28th) of each month a
3 detailed general ledger (GL), itemizing costs incurred in the previous month. Failure to submit GL reports
4 and supporting documentation shall be deemed sufficient cause for COUNTY to withhold payments until
5 there is compliance, as further described in Section Five (5) herein. Supporting documentation shall
6 include but is not limited to receipts, invoices received, and documented administrative/ overhead costs.
7 No reimbursement for services shall be made until invoices, reports and outcomes are received, reviewed
8 and approved by COUNTY's DBH. Support documents will be made available upon request.
9 At the discretion of COUNTY's DBH Director or designee, if an invoice is incorrect or is
10 otherwise not in proper form or substance, COUNTY's DBH Director or designee shall have the right to
11 withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior
12 notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of ninety
13 (90) days after notification of an incorrect or improper invoice. If after the ninety(90) day period, the
14 invoice(s) is still not corrected to COUNTY DBH's satisfaction, COUNTY's DBH Director or designee may
15 elect to terminate this Agreement, pursuant to the termination provisions stated in Paragraph Three (3) of
16 this Agreement. In addition, for invoices received ninety (90) days after the expiration of each term of this
17 Agreement or termination of this Agreement, at the discretion of COUNTY's DBH Director or designee,
18 COUNTY's DBH shall have the right to deny payment of any additional invoices received.
19 CONTRACTOR must maintain such financial records for a period of three (3) years or until
20 any dispute, audit or inspection is resolved, whichever is later. CONTRACTOR will be responsible for
21 any disallowances related to inadequate documentation.
22 6. INDEPENDENT CONTRACTOR
23 In performance of the work, duties, and obligations assumed by CONTRACTOR under this
24 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
25 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
26 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
27 employee,joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right to
28 control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
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1 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
2 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
3 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
4 regulations, if any, of governmental authorities having jurisdiction over matters which are directly or
5 indirectly the subject of this Agreement.
6 Because of its status as an independent contractor, CONTRACTOR shall have absolutely
7 no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
8 solely liable and responsible for providing to, or on behalf of, its employees all legally required employee
9 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
10 matters relating to payment of CONTRACTOR's employees, including compliance with Social Security,
11 withholding, and all other regulations governing such matters. It is acknowledged that during the term of
12 this Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to this
13 Agreement.
14 7. MODIFICATION
15 Any matters of this Agreement may be modified from time to time by the written consent of
16 all the parties without, in any way, affecting the remainder.
17 Changes to expense category subtotals (i.e., Salary & Benefits, Client Support,
18 Facilities/Equipment, Operating Expenses, Administrative Expenses, Special Expenses, Fixed Assets,
19 etc.) in the budgets, as set forth in Exhibit C, that do not exceed 10% of the maximum compensation
20 payable to the CONTRACTOR may be made with the written approval of COUNTY's DBH Director, or
21 designee. Said modifications shall not result in any change to the annual maximum compensation
22 amount payable to CONTRACTOR, as stated in this Agreement.
23 8. NON-ASSIGNMENT
24 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties
25 under this Agreement without the prior written consent of the other party.
26 9. HOLD HARMLESS
27 The CONTRACTOR shall indemnify and hold harmless and defend the COUNTY
28 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
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1 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any
2 kind to the COUNTY, the CONTRACTOR, or any third party that result from the performance or failure
3 to perform by the CONTRACTOR (or any of its officers, agents, or employees) under this Agreement,
4 but only in proportion and to the extent such claims, demands, injuries, damages, costs, and/or
5 expenses are caused by the negligent or intentional acts or omission of the CONTRACTOR, its
6 officers, agents or employees. The COUNTY may conduct or participate in its own defense without
7 affecting the CONTRACTOR's obligation to indemnify and hold harmless or defend the County.
8 10. INSURANCE
9 CONTRACTOR shall comply with all the insurance requirements in Exhibit D to this
10 Agreement.
11 11. RECORDS
12 Financial, statistical and demographic data shall be kept and reports made as required by
13 the County's Department of Behavioral Health Director and State. COUNTY shall be allowed to review all
14 records of services provided, including the goals and objectives of services, and how the services
15 provided is achieving the goals and objectives. All such records shall be available for inspection by the
16 designated Auditors of COUNTY or State at reasonable times during normal business hours. All such
17 records shall be maintained through the end of this Agreement. All information compiled and required to
18 be provided to COUNTY as part of the services provided as outlined in Exhibit A shall be considered
19 property of COUNTY, but the original records generated by CONTRACTOR will remain the property of
20 CONTRACTOR.
21 12. REPORTS
22 CONTRACTOR shall submit to COUNTY's DBH by the twenty eighth (281") of each
23 month all program and budget reports for the preceding month. CONTRACTOR shall also furnish
24 to COUNTY such statements, records, reports, data, and other information as COUNTY's DBH may
25 reasonably request pertaining to matters covered by this Agreement. In the event that CONTRACTOR
26 fails to provide such reports or other information required hereunder, it shall be deemed sufficient cause
27 for COUNTY to withhold monthly payments until there is compliance. In addition, CONTRACTOR shall
28 provide written notification and explanation to COUNTY within five (5) days of any funds received from
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1 another source to conduct the same services covered by this Agreement.
2 13. REFERENCES TO LAWS AND RULES
3 In the event any law, regulation, or policy referred to in this Agreement is amended during
4 the term thereof, the parties hereto agree to comply with the amended provision as of the effective date of
5 such amendment.
6 14. COMPLIANCE WITH STATE REQUIREMENTS
7 CONTRACTOR recognizes that COUNTY operates its mental health programs under an
8 agreement with the State Department of Health Care Services, and that under said agreement the State
9 imposes certain requirements on COUNTY and its subcontractors. CONTRACTOR shall adhere to all
10 State requirements, including those identified in Exhibit E to this Agreement titled, "State Mental Health
11 Requirements."
12 15. CONFIDENTIALITY
13 All services performed by CONTRACTOR under this Agreement shall be in strict
14 conformance with all applicable Federal, State of California and/or local laws and regulations relating to
15 confidentiality.
16 16. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
17 A. The parties to this Agreement shall be in strict conformance with all applicable
18 Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
19 and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
20 Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health
21 Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of
22 Title 42, United States Code (USC) and its implementing regulations, including, but not limited to Title 45,
23 CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical
24 Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic
25 Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
26 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
27 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
28 activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use
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1 or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d
2 et seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY,
3 as the "Covered Entity" under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
4 management, administrative or legal responsibilities of the Business Associate.
5 B. CONTRACTOR, including its subcontractors and employees, shall protect, from
6 unauthorized access, use, or disclosure of names and other identifying information, including genetic
7 information, concerning persons receiving services pursuant to this Agreement, except where permitted in
8 order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504
9 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving
10 services pursuant to a COUNTY funded program. This requirement applies to electronic PHI.
11 CONTRACTOR shall not use such identifying information or genetic information for any purpose other
12 than carrying out CONTRACTOR's obligations under this Agreement.
13 C. CONTRACTOR, including its subcontractors and employees, shall not disclose any
14 such identifying information or genetic information to any person or entity, except as otherwise specifically
15 permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law, required by the
16 Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by this
17 Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to limit PHI to the
18 minimum necessary to accomplish intended purpose of use, disclosure or request.
19 D. For purposes of the above Sections, identifying information shall include, but not be
20 limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such
21 as finger or voice print, or photograph.
22 E. For purposes of the above Sections, genetic information shall include genetic tests
23 of family members of an individual or individual, manifestation of disease or disorder of family members of
24 an individual, or any request for or receipt of, genetic services by individual or family members. Family
25 member means a dependent or any person who is first, second, third, or fourth degree relative.
26 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time
27 and manner designated by COUNTY, to PHI in a designated record set(as defined in 45 CFR Section
28 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
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1 regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
2 within thirty (30) days from request. Access may be extended if CONTRACTOR cannot provide access
3 and provides individual with the reasons for the delay and the date when access may be granted. PHI
4 shall be provided in the form and format requested by the individual or COUNTY.
5 CONTRACTOR shall make any amendment(s)to PHI in a designated record set at
6 the request of COUNTY or individual, and in the time and manner designated by COUNTY in accordance
7 with 45 CFR Section 164.526.
8 CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
9 designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
10 COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in accordance
11 with 45 CFR Section 164.528.
12 G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or reasonable
13 belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
14 unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and without
15 reasonable delay and in no case later than two (2) business days of discovery. Immediate notification
16 shall be made to COUNTY's Information Security Officer and Privacy Officer and COUNTY's DPH HIPAA
17 Representative, within two (2) business days of discovery. The notification shall include, to the extent
18 possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to
19 have been, accessed, acquired, used, disclosed, or breached. CONTRACTOR shall take prompt
20 corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure
21 required by applicable Federal and State Laws and regulations. CONTRACTOR shall investigate such
22 breach and is responsible for all notifications required by law and regulation or deemed necessary by
23 COUNTY and shall provide a written report of the investigation and reporting required to COUNTY's
24 Information Security Officer and Privacy Officer and COUNTY's DPH HIPAA Representative. This written
25 investigation and description of any reporting necessary shall be postmarked within the thirty (30)working
26 days of the discovery of the breach to the addresses below:
27 County of Fresno County of Fresno County of Fresno
Dept. of Behavioral Health Dept. of Public Health Information Technology Services
28 HIPAA Representative Privacy Officer Information Security Officer
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1 (559) 600-4645 (559) 600-6439 (559) 600-5800
1925 E. Dakota Ave. P.O. Box 11867 2048 N. Fine Street
2 Fresno, CA 93726 Fresno, CA 93775 Fresno, CA 93727
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4 H. CONTRACTOR shall make its internal practices, books, and records relating to the
5 use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on
6 behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including, but not limited to the
7 requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
8 practices, books, and records relating to the use and disclosure of PHI received from COUNTY, or
9 created or received by the CONTRACTOR on behalf of COUNTY, available to the United States
10 Department of Health and Human Services (Secretary) upon demand.
11 CONTRACTOR shall cooperate with the compliance and investigation reviews
12 conducted by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR's
13 normal business hours, however, upon exigent circumstances access at any time must be granted. Upon
14 the Secretary's compliance or investigation review, if PHI is unavailable to CONTRACTOR and in
15 possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
16 I. Safeguards
17 CONTRACTOR shall implement administrative, physical, and technical safeguards
18 as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
19 protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
20 receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use,
21 disclosure, or breach of PHI other than as provided for by this Agreement. CONTRACTOR shall conduct
22 an accurate and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity
23 and availability of electronic PHI. CONTRACTOR shall develop and maintain a written information
24 privacy and security program that includes administrative, technical and physical safeguards appropriate
25 to the size and complexity of CONTRACTOR's operations and the nature and scope of its activities.
26 Upon COUNTY's request, CONTRACTOR shall provide COUNTY with information concerning such
27 safeguards.
28 CONTRACTOR shall implement strong access controls and other security
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1 safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
2 PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
3 following administrative and technical password controls for all systems used to process or store
4 confidential, personal, or sensitive data:
5 1. Passwords must not be:
6 a. Shared or written down where they are accessible or recognizable
7 by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
8 b. A dictionary word; or
9 C. Stored in clear text
10 2. Passwords must be:
11 a. Eight (8) characters or more in length;
12 b. Changed every ninety (90) days;
13 C. Changed immediately if revealed or compromised; and
14 d. Composed of characters from at least three (3) of the following four
15 (4) groups from the standard keyboard:
16 1) Upper case letters (A-Z);
17 2) Lowercase letters (a-z);
18 3) Arabic numerals (0 through 9); and
19 4) Non-alphanumeric characters (punctuation symbols).
20 CONTRACTOR shall implement the following security controls on each workstation
21 or portable computing device (e.g., laptop computer)containing confidential, personal, or sensitive data:
22 1. Network-based firewall and/or personal firewall;
23 2. Continuously updated anti-virus software; and
24 3. Patch management process including installation of all operating
25 system/software vendor security patches.
26 CONTRACTOR shall utilize a commercial encryption solution that has received
27 FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
28 media (including, but not limited to, compact disks and thumb drives) and on portable computing devices
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1 (including, but not limited to, laptop and notebook computers).
2 CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-mail
3 or other internet transport protocol unless the data is encrypted by a solution that has been validated by
4 the National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption
5 Standard (AES)Algorithm. CONTRACTOR must apply appropriate sanctions against its employees who
6 fail to comply with these safeguards. CONTRACTOR must adopt procedures for terminating access to
7 PHI when employment of employee ends.
8 J. Mitigation of Harmful Effects
9 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
10 suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of
11 PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
12 CONTRACTOR must document suspected or known harmful effects and the outcome.
13 K. CONTRACTOR's Subcontractors
14 CONTRACTOR shall ensure that any of its contractors, including subcontractors, if
15 applicable, to whom CONTRACTOR provides PHI received from or created or received by
16 CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
17 apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
18 provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
19 L. Employee Training and Discipline
20 CONTRACTOR shall train and use reasonable measures to ensure compliance
21 with the requirements of these provisions by employees who assist in the performance of functions or
22 activities on behalf of COUNTY under this Agreement and use or disclose PHI.
23 M. Termination for Cause
24 Upon COUNTY's knowledge of a material breach of these provisions by
25 CONTRACTOR, COUNTY shall either:
26 1. Provide an opportunity for CONTRACTOR to cure the breach or end the
27 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the violation
28 within the time specified by COUNTY; or
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1 2. Immediately terminate this Agreement if CONTRACTOR has breached a
2 material term of these provisions and cure is not possible.
3 3. If neither cure nor termination is feasible, the COUNTY's Privacy Officer
4 shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
5 N. Judicial or Administrative Proceedings
6 COUNTY may terminate this Agreement in accordance with the terms and
7 conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal
8 proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or(2) a finding or
9 stipulation that the CONTRACTOR has violated a privacy or security standard or requirement of the
10 HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in which the
11 CONTRACTOR is a party.
12 O. Effect of Termination
13 Upon termination or expiration of this Agreement for any reason, CONTRACTOR
14 shall return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on
15 behalf of COUNTY)that CONTRACTOR still maintains in any form, and shall retain no copies of such
16 PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these
17 provisions to such information, and limit further use of such PHI to those purposes that make the return or
18 destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession of
19 subcontractors or agents, if applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI data, a
20 certification of date and time of destruction shall be provided to the COUNTY by CONTRACTOR.
21 P. Disclaimer
22 COUNTY makes no warranty or representation that compliance by CONTRACTOR
23 with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be adequate or satisfactory
24 for CONTRACTOR's own purposes or that any information in CONTRACTOR's possession or control, or
25 transmitted or received by CONTRACTOR, is or will be secure from unauthorized access, viewing, use,
26 disclosure, or breach. CONTRACTOR is solely responsible for all decisions made by CONTRACTOR
27 regarding the safeguarding of PHI.
28 Q. Amendment
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1 The parties acknowledge that Federal and State laws relating to electronic data
2 security and privacy are rapidly evolving and that amendment of these provisions may be required to
3 provide for procedures to ensure compliance with such developments. The parties specifically agree to
4 take such action as is necessary to amend this agreement in order to implement the standards and
5 requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to the
6 security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written notice in
7 the event that CONTRACTOR does not enter into an amendment providing assurances regarding the
8 safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the standards and
9 requirements of HIPAA, the HIPAA regulations and the HITECH Act.
10 R. No Third-Party Beneficiaries
11 Nothing express or implied in the terms and conditions of these provisions is
12 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
13 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
14 liabilities whatsoever.
15 S. Interpretation
16 The terms and conditions in these provisions shall be interpreted as broadly as
17 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The
18 parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in favor
19 of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
20 T. Regulatory References
21 A reference in the terms and conditions of these provisions to a section in the
22 HIPAA regulations means the section as in effect or as amended.
23 U. Survival
24 The respective rights and obligations of CONTRACTOR as stated in this Section
25 shall survive the termination or expiration of this Agreement.
26 V. No Waiver of Obligations
27 No change, waiver or discharge of any liability or obligation hereunder on any one
28 or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall
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1 prohibit enforcement of any obligation on any other occasion.
2 17. DATA SECURITY
3 For the purpose of preventing the potential loss, misappropriation or inadvertent access,
4 viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of
5 COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into
6 a contractual relationship with the COUNTY for the purpose of providing services under this Agreement
7 must employ adequate data security measures to protect the confidential information provided to
8 CONTRACTOR by the COUNTY, including but not limited to the following:
9 A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
10 CONTRACTOR may not connect to COUNTY networks via personally-owned
11 mobile, wireless or handheld devices, unless the following conditions are met:
12 1) CONTRACTOR has received authorization by COUNTY for
13 telecommuting purposes;
14 2) Current virus protection software is in place;
15 3) Mobile device has the remote wipe feature enabled; and
16 4) A secure connection is used.
17 B. CONTRACTOR-Owned Computers or Computer Peripherals
18 CONTRACTOR may not bring CONTRACTOR-owned computers or computer
19 peripherals into the COUNTY for use without prior authorization from the COUNTY's Chief Information
20 Officer, and/or his or her designee(s), including but not limited to mobile storage devices. If data is
21 approved to be transferred, data must be stored on a secure server approved by the COUNTY and
22 transferred by means of a Virtual Private Network (VPN) connection, or another type of secure
23 connection. Said data must be encrypted.
24 C. COUNTY-Owned Computer Equipment
25 CONTRACTOR may not use COUNTY computers or computer peripherals on non-
26 COUNTY premises without prior authorization from the COUNTY's Chief Information Officer, and/or his or
27 her designee(s).
28 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data on
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1 any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
2 E. CONTRACTOR shall be responsible to employ strict controls to ensure the integrity
3 and security of COUNTY's confidential information and to prevent unauthorized access, viewing, use or
4 disclosure of data maintained in computer files, program documentation, data processing systems, data
5 files and data processing equipment which stores or processes COUNTY data internally and externally.
6 F. Confidential client information transmitted to one party by the other by means of
7 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
8 BIT or higher. Additionally, a password or pass phrase must be utilized.
9 G. CONTRACTOR is responsible to immediately notify COUNTY of any violations,
10 breaches or potential breaches of security related to COUNTY's confidential information, data maintained
11 in computer files, program documentation, data processing systems, data files and data processing
12 equipment which stores or processes COUNTY data internally or externally.
13 H. COUNTY shall provide oversight to CONTRACTOR's response to all incidents
14 arising from a possible breach of security related to COUNTY's confidential client information provided to
15 CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals as
16 required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
17 responsible for all costs incurred as a result of providing the required notification.
18 18. NON-DISCRIMINATION
19 During the performance of this Agreement, CONTRACTOR and its subcontractors shall not
20 deny the contract's benefits to any person on the basis of race, religious creed, color, national origin,
21 ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex,
22 gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor
23 shall they discriminate unlawfully against any employee or applicant for employment because of race,
24 religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
25 genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
26 orientation, or military or veteran status. CONTRACTOR shall insure that the evaluation and treatment of
27 employees and applicants for employment are free of such discrimination.
28 CONTRACTOR and subcontractors shall comply with the provisions of the Fair
16
1 Employment and Housing Act (Gov. Code §12800 et seq.), the regulations promulgated thereunder (Cal.
2 Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of
3 the Government Code (Gov. Code §11135-11139.5), and the regulations or standards adopted by the
4 awarding state agency to implement such article. CONTRACTOR shall permit access by representatives
5 of the Department of Fair Employment and Housing and the awarding state agency upon reasonable
6 notice at any time during the normal business hours, but in no case less than twenty-four(24) hours
7 notice, to such of its books, records, accounts, and all other sources of information and its facilities as
8 said Department or Agency shall require to ascertain compliance with this clause. CONTRACTOR and
9 its subcontractors shall give written notice of their obligations under this clause to labor organizations with
10 which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105)
11 CONTRACTOR shall include the Non-Discrimination and compliance provisions of this clause in all
12 subcontracts to perform work under this Agreement.
13 19. CONFLICT OF INTEREST
14 No officer, agent, or employee of COUNTY who exercises any function or responsibility for
15 planning and carrying out the services provided under this Agreement shall have any direct or indirect
16 personal financial interest in this Agreement. CONTRACTOR shall not knowingly provide employment of
17 any employee of COUNTY to fulfill any contractual obligations with COUNTY during the term of this
18 Agreement.
19 CONTRACTOR shall also comply with all Federal, State of California, and local conflict of
20 interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this
21 Agreement and any officer, agent, or employee of COUNTY.
22 20. SINGLE AUDIT CLAUSE
23 A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars and No/100
24 Dollars ($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to
25 conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth in
26 Office of Management and Budget (OMB) 2 CFR 200. CONTRACTOR shall submit said audit and
27 management letter to COUNTY. The audit must include a statement of findings or a statement that there
28 were no findings. If there were negative findings, CONTRACTOR must include a corrective action plan
17
1 signed by an authorized individual. CONTRACTOR agrees to take action to correct any material non-
2 compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY's
3 DBH Business Office for review within nine (9) months of the end of any fiscal year in which funds were
4 expended and/or received for the program. Failure to perform the requisite audit functions as required by
5 this Agreement may result in COUNTY performing the necessary audit tasks, or at COUNTY's option,
6 contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to
7 enter into future agreements with CONTRACTOR. All audit costs related to this Agreement are the sole
8 responsibility of CONTRACTOR.
9 B. A single audit report is not applicable if CONTRACTOR's Federal contracts do not
10 exceed the Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) requirement or
11 CONTRACTOR's only funding is through Drug-related Medi-Cal. If a single audit is not applicable, a
12 program audit must be performed and a program audit report with management letter shall be submitted
13 by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said
14 audit report shall be delivered to COUNTY's DBH Business Office for review, no later than nine (9)
15 months after the close of the fiscal year in which the funds supplied through this Agreement are
16 expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks or
17 contracting with a qualified accountant to perform said audit. All audit costs related to this Agreement are
18 the sole responsibility of CONTRACTOR who agrees to take corrective action to eliminate any material
19 noncompliance or weakness found as a result of such audit. Audit work performed by COUNTY under
20 this Section shall be billed to the CONTRACTOR at COUNTY's cost, as determined by COUNTY's
21 Auditor-Controller/Treasurer-Tax Collector.
22 C. CONTRACTOR shall make available all records and accounts for inspection by
23 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
24 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
25 least three (3) years following final payment under this Agreement or the closure of all other pending
26 matters, whichever is later.
27 21. ASSURANCES
28 In entering into this Agreement, CONTRACTOR certifies that it is not currently excluded,
18
1 suspended, debarred, or otherwise ineligible to participate in the Federal Health Care Programs: that it
2 has not been convicted of a criminal offense related to the provision of health care items or services; nor
3 has it been reinstated to participation in the Federal Health Care Programs after a period of exclusion,
4 suspension, debarment, or ineligibility. If COUNTY learns, subsequent to entering into a contract, that
5 CONTRACTOR is ineligible on these grounds, COUNTY will remove CONTRACTOR from responsibility
6 for, or involvement with, COUNTY's business operations related to the Federal Health Care Programs
7 and shall remove such CONTRACTOR from any position in which CONTRACTOR's compensation, or
8 the items or services rendered, ordered or prescribed by CONTRACTOR may be paid in whole or part,
9 directly or indirectly, by Federal Health Care Programs or otherwise with Federal Funds at least until such
10 time as CONTRACTOR is reinstated into participation in the Federal Health Care Programs.
11 A. If COUNTY has notice that CONTRACTOR has been charged with a criminal
12 offense related to any Federal Health Care Program, or is proposed for exclusion during the term of any
13 contract, CONTRACTOR and COUNTY shall take all appropriate actions to ensure the accuracy of any
14 claims submitted to any Federal Health Care Program. At its discretion given such circumstances,
15 COUNTY may request that CONTRACTOR cease providing services until resolution of the charges or the
16 proposed exclusion.
17 B. CONTRACTOR agrees that all potential new employees of CONTRACTOR or
18 subcontractors of CONTRACTOR who, in each case, are expected to perform professional services
19 under this Agreement, will be queried as to whether: (1) they are now or ever have been excluded,
20 suspended, debarred, or otherwise ineligible to participate in the Federal Health Care Programs; (2)they
21 have been convicted of a criminal offense related to the provision of health care items or services; and or
22 (3)they have been reinstated to participation in the Federal Health Care Programs after a period of
23 exclusion, suspension, debarment, or ineligibility.
24 1) In the event the potential employee or subcontractor informs
25 CONTRACTOR that he or she is excluded, suspended, debarred or otherwise ineligible, or has been
26 convicted of a criminal offense relating to the provision of health care services, and CONTRACTOR hires
27 or engages such potential employee or subcontractor, CONTRACTOR will ensure that said employee or
28 subcontractor does no work, either directly or indirectly relating to services provided to COUNTY.
19
1 2) Notwithstanding the above, COUNTY at its discretion may terminate this
2 Agreement in accordance with Section Two (2) of this Agreement, or require adequate assurance (as
3 defined by COUNTY)that no excluded, suspended or otherwise ineligible employee or subcontractor of
4 CONTRACTOR will perform work, either directly or indirectly, relating to services provided to COUNTY.
5 Such demand for adequate assurance shall be effective upon a timeframe to be determined by COUNTY
6 to protect the interests of COUNTY consumers.
7 C. CONTRACTOR shall verify (by asking the applicable employees and
8 subcontractors)that all current employees and existing subcontractors who, in each case, are expected
9 to perform professional services under this Agreement (1) are not currently excluded, suspended,
10 debarred, or otherwise ineligible to participate in the Federal Health Care Programs; (2) have not been
11 convicted of a criminal offense related to the provision of health care items or services; and (3) have not
12 been reinstated to participation in the Federal Health Care Program after a period of exclusion,
13 suspension, debarment, or ineligibility. In the event any existing employee or subcontractor informs
14 CONTRACTOR that he or she is excluded, suspended, debarred or otherwise ineligible to participate in
15 the Federal Health Care Programs, or has been convicted of a criminal offense relating to the provision of
16 health care services, CONTRACTOR will ensure that said employee or subcontractor does no work,
17 either direct or indirect, relating to services provided to COUNTY.
18 1) CONTRACTOR agrees to notify COUNTY immediately during the term of
19 this Agreement whenever CONTRACTOR learns that an employee or subcontractor who, in each case,
20 is providing professional services under this Agreement is excluded, suspended, debarred or otherwise
21 ineligible to participate in the Federal Health Care Programs, or is convicted of a criminal offense relating
22 to the provision of health care services.
23 2) Notwithstanding the above, COUNTY at its discretion may terminate this
24 Agreement in accordance with Section Three (3) of this Agreement, or require adequate assurance (as
25 defined by COUNTY)that no excluded, suspended or otherwise ineligible employee or subcontractor of
26 CONTRACTOR will perform work, either directly or indirectly, relating to services provided to COUNTY.
27 Such demand for adequate assurance shall be effective upon a timeframe to be determined by COUNTY
28 to protect the interests of COUNTY clients.
20
1 D. CONTRACTOR agrees to cooperate fully with any reasonable requests for
2 information from COUNTY, which may be necessary to complete any internal or external audits relating to
3 CONTRACTOR's compliance with the provisions of this Section.
4 E. CONTRACTOR agrees to reimburse COUNTY for the entire cost of any penalty
5 imposed upon COUNTY by the Federal Government as a result of CONTRACTOR's violation of
6 CONTRACTOR's obligations as described in this Section.
7 22. PUBLIC PROHIBITION
8 None of the funds, materials, property or services provided directly or indirectly under this
9 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of
10 tickets/tables, silent auction donations, etc.)for the purpose of self-promotion. Notwithstanding the
11 above, publicity of the services described in Section One (1) of this Agreement shall be allowed as
12 necessary to raise public awareness about the availability of such specific services when approved in
13 advance by COUNTY's DBH Director, or his or her designee, and at a cost to be provided in Exhibit C for
14 such items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any
15 other related expense(s).
16 23. DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST INFORMATION
17 This provision is only applicable if CONTRACTOR is a disclosing entity, fiscal agent, or
18 managed care entity as defined in Code of Federal Regulations (C.F.R), Title 42 § 455.101 455.104, and
19 455.106(a)(1),(2).
20 In accordance with C.F.R., Title 42 §§455.101, 455.104, 455.105 and 455.106(a)(1),(2),
21 the following information must be disclosed by CONTRACTOR by completing Exhibit F to this Agreement
22 titled, "Disclosure of Ownership and Control Interest Statement." CONTRACTOR shall submit this form to
23 COUNTY's DBH within thirty (30) days of the effective date of this Agreement. Additionally,
24 CONTRACTOR shall report any changes to this information within thirty-five (35) days of occurrence by
25 completing Exhibit F. CONTRACTOR is required to submit a set of fingerprints for any person with a five
26 (5) percent or greater direct or indirect ownership interest in CONTRACTOR. COUNTY may terminate
27 this Agreement where any person with a five (5) percent or greater direct or indirect ownership interest in
28 the CONTRACTOR did not submit timely and accurate information and cooperate with any screening
21
1 method required in CFR, Title 42, Section 455.416. Submissions shall be scanned portable document
2 format (pdf) copies and are to be sent via email to DBHAdministration(a_fresnocountyca.aov, Attention:
3 Contracts Administration. COUNTY may deny enrollment or terminate this Agreement where any person
4 with a five (5) percent or greater direct or indirect ownership interest in CONTRACTOR has been
5 convicted of a criminal offense related to that person's involvement with the Medicare, Medicaid, or Title
6 XXI program in the last ten (10)years.
7 24. DISCLOSURE— CRIMINAL HISTORY AND CIVIL ACTIONS
8 To the extent allowable under law, CONTRACTOR is required to disclose if any of the
9 following conditions apply to them, their owners, officers, corporate managers and partners (hereinafter
10 collectively referred to as"CONTRACTOR"):
11 A. Within the three (3)year period preceding the Agreement award, they have been
12 convicted of, or had a civil judgment rendered against them for:
13 1) Fraud or a criminal offense in connection with obtaining, attempting to
14 obtain, or performing a public (federal, state, or local)transaction or
15 contract under a public transaction;
16 2) Violation of a federal or state antitrust statute;
17 3) Embezzlement, theft, forgery, bribery, falsification, or destruction of records;
18 or
19 4) False statements or receipt of stolen property.
20 B. Within a three (3)year period preceding their Agreement award, they have had a
21 public transaction (federal, state, or local) terminated for cause or default.
22 Disclosure of the above information will not automatically eliminate CONTRACTOR from
23 further business consideration. The information will be considered as part of the determination of whether
24 to continue and/or renew the Agreement and any additional information or explanation that a
25 CONTRACTOR elects to submit with the disclosed information will be considered. If it is later determined
26 that the CONTRACTOR failed to disclose required information, any contract awarded to such
27 CONTRACTOR may be immediately voided and terminated for material failure to comply with the terms
28 and conditions of the award.
22
1 CONTRACTOR must sign a "Certification Regarding Debarment, Suspension, and Other
2 Responsibility Matters- Primary Covered Transactions" in the form set forth in Exhibit G to this
3 Agreement. Additionally, CONTRACTOR must immediately advise the COUNTY in writing if, during the
4 term of this Agreement: (1) CONTRACTOR becomes suspended, debarred, excluded or ineligible for
5 participation in federal or state funded programs or from receiving Federal funds as listed in the excluded
6 parties' list system (http://www.epls.gov); or (2) any of the above listed conditions become applicable to
7 CONTRACTOR. CONTRACTOR shall indemnify, defend and hold the COUNTY harmless for any loss
8 or damage resulting from a conviction, debarment, exclusion, ineligibility or other matter listed in the
9 signed Certification Regarding Debarment, Suspension, and Other Responsibility Matters.
10 25. SUBCONTRACTS
11 CONTRACTOR shall obtain written approval from COUNTY's DBH Director, or designee,
12 before subcontracting any of the services delivered under this Agreement, unless previously budgeted at
13 time of award. COUNTY's DBH Director, or designee, retains the right to approve or reject any request for
14 subcontracting services. Any transferee, assignee, or subcontractor will be subject to all applicable
15 provisions of this Agreement, and all applicable State and Federal regulations. CONTRACTOR shall be
16 held primarily responsible by COUNTY for the performance of any transferee, assignee, or subcontractor
17 unless otherwise expressly agreed to in writing by COUNTY's DBH Director, or designee. The use of
18 subcontractors by CONTRACTOR shall not entitle CONTRACTOR to any additional compensation that is
19 provided for under this Agreement.
20 26. AUDITS AND INSPECTIONS
21 CONTRACTOR shall at any time during normal business hours, and as often as COUNTY
22 may deem necessary, with prior written notice, make available to COUNTY for examination all of its
23 records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon
24 request by COUNTY, permit COUNTY to audit and inspect all such records and data necessary to ensure
25 CONTRACTOR's compliance with the terms of this Agreement.
26 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
27 CONTRACTOR shall be subject to the examination and audit of the State of California Auditor General
28 for a period of three (3) years after final payment under contract (California Government Code section
23
1 8546.7).
2 27. NOTICES
3 The persons having authority to give and receive notices under this Agreement and their
4 addresses include the following:
5 COUNTY CONTRACTOR
Director, County of Fresno The Regents of the University of California, Davis
6 Department of Behavioral Health Ahmad Hakim-Elahi, Executive Director
7 1925 E. Dakota Ave Office of Research, Sponsored Programs
Fresno, CA 93726 1850 Research Park Dr.
8 Davis, CA 95618
awards@ucdavis.edu
9
10 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement
11 must be in writing and delivered either by personal service, by first-class United States mail, by an
12 overnight commercial courier service, telephonic facsimile transmission, or by email. A notice delivered
13 by personal service is effective upon service to the recipient. A notice delivered by first-class United
14 States mail is effective three (3) COUNTY business days after deposit in the United States mail, postage
15 prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is
16 effective one (1) COUNTY business day after deposit with the overnight commercial courier service,
17 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A
18 notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if
19 such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed
20 to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a
21 machine record of the completed transmission. For all claims arising out of or related to this Agreement,
22 nothing in this Section establishes, waives, or modifies any claims presentation requirements or
23 procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1
24 of the Government Code, beginning with Section 810).
25 28. SEVERABILITY
26 If any non-material term, provision, covenant, or condition of this Agreement is held by a
27 court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
28 remain in full force and effect, and shall in no way be affected, impaired or invalidated.
24
1 29. GOVERNING LAW
2 Venue for any action arising out of or related to the Agreement shall only be in the State of
3 California.
4 The rights and obligations of the parties and all interpretation and performance of this
5 Agreement shall be governed in all respects by the laws of the State of California.
6 30. ELECTRONIC SIGNATURE
7 The parties agree that this Agreement may be executed by electronic signature as provided
8 in this section. An "electronic signature" means any symbol or process intended by an individual signing
9 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
10 version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example
11 by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this
12 Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this
13 Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial
14 proceeding, and (2) has the same force and effect as the valid original handwritten signature of that
15 person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision
16 (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with
17 section 1633.1). Each party using a digital signature represents that it has undertaken and satisfied the
18 requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees
19 that each other party may rely upon that representation. This Agreement is not conditioned upon the
20 parties conducting the transactions under it by electronic means and either party may sign this Agreement
21 with an original handwritten signature.
22 31. ENTIRE AGREEMENT
23 This Agreement, including all Exhibits, constitutes the entire agreement between
24 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
25 agreement negotiations, proposals, commitments, writings, advertisements, publications, and
26 understandings of any nature whatsoever unless expressly included in this Agreement.
27 W
28 W
25
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4 THE REGENTS OF THE UNIVERSITY OF COUNTY OF FRESNO
CALIFORNIA,
5 DAVIS: Di 8 gitally signed by Grace Liu
6 Grace Liu 0 Date: 024.01.02 17:39:21 `
7 (Authorized Signature) Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
8
9 Grace Liu, J.D., Associate Director
Sponsored Programs
10
1850 Research Park Dr., Suite 300
11 Davis, CA 95618
12 ATTEST:
13 Email: awards@ucdavis.edu Bernice E. Seidel
Clerk of the Board of Supervisors
14 County of Fresno, State of California
15
16 By:
Deputy
17
18
19
20
21
22
23
24 FOR ACCOUNTING USE ONLY:
25 Fund: 0001
26 Subclass: 10000
ORG: 56304794
27 Account: 7295/0
28
26
Exhibit A 1 of 2
SUMMARY OF SERVICES
ORGANIZATION: UC Davis, Department of Public Health Services
SERVICE: Evaluation for Handle With Care Plus+Innovation Program
CONTACT(S): Miriam Nuno, PhD
(530) 754-5550
CONTRACT PERIOD: Effective Upon Execution—June 30, 2024
AMOUNT: Maximum compensation is $185,000
The activities outlined in the scope of work demonstrate Contractor's proposed work supporting
the evaluation of the Handle With Care Plus+Innovation project.
OBJECTIVES
This innovation project originally sought to answer three (3)key research questions. This
evaluation project will provide as much information as possible to address the three(3)research
questions, as well as work to evaluate the available data.
The original 3 evaluation questions were:
1) Will multi-sector rapid response Trauma Response Team lead to decreased behavioral
health problems in children affected by life changing or traumatic events?
2) Will children whose parents attended a Parent Cafe focused around resilience following
life changing or traumatic event experience fewer behavioral health problems and
increased resilience than children whose parents did not attend a Parent Cafe?
3) Will a participation in the Parent Cafe increase the likelihood that a parent/guardian will
participate in clinical services for their child, other children or themselves?
ACTIVITIES AND DELIVERABLES
1) Analysis and reporting of the data collected by the program.
2) Preparation of a quantitative survey and qualitative focus groups to learn more in detail
about the barriers that participants and facilitators experienced during uptake of this
Exhibit A 2 of 2
project. Describe the lessons learned and opportunities for improvement to similar future
studies.
3) Development, implementation, analysis, and reporting of the survey.
4) Development, implementation, analysis, and reporting of the focus groups.
5) Provide an executive report that provides a detailed account of findings from (1)-(4) no
later than 60 days after termination of the agreement.
Exhibit B - Page 1 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
DBH VISION:
Health and well-being for our community.
DBH MISSION:
The Department of Behavioral Health is dedicated to supporting the wellness of individuals,
families and communities in Fresno County who are affected by, or are at risk of, mental illness
and/or substance use disorders through cultivation of strengths toward promoting recovery in
the least restrictive environment.
DBH GOALS:
Quadruple Aim
• Deliver quality care
• Maximize resources while focusing on efficiency
• Provide an excellent care experience
• Promote workforce well-being
GUIDING PRINCIPLES OF CARE DELIVERY:
The DBH 11 principles of care delivery define and guide a system that strives for excellence in the
provision of behavioral health services where the values of wellness, resiliency, and recovery are
central to the development of programs, services, and workforce. The principles provide the
clinical framework that influences decision-making on all aspects of care delivery including
program design and implementation, service delivery, training of the workforce, allocation of
resources, and measurement of outcomes.
1. Principle One -Timely Access & Integrated Services
o Individuals and families are connected with services in a manner that is streamlined,
effective, and seamless
o Collaborative care coordination occurs across agencies, plans for care are integrated,
and whole person care considers all life domains such as health, education,
employment, housing, and spirituality
o Barriers to access and treatment are identified and addressed
o Excellent customer service ensures individuals and families are transitioned from one
point of care to another without disruption of care
1
rev 2017 Dec
Exhibit B - Page 2 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
2. Principle Two - Strengths-based
o Positive change occurs within the context of genuine trusting relationships
o Individuals, families, and communities are resourceful and resilient in the way they
solve problems
o Hope and optimism is created through identification of, and focus on, the unique
abilities of individuals and families
3. Principle Three - Person-driven and Family-driven
o Self-determination and self-direction are the foundations for recovery
o Individuals and families optimize their autonomy and independence by leading the
process, including the identification of strengths, needs, and preferences
o Providers contribute clinical expertise, provide options, and support individuals and
families in informed decision making, developing goals and objectives, and identifying
pathways to recovery
o Individuals and families partner with their provider in determining the services and
supports that would be most effective and helpful and they exercise choice in the
services and supports they receive
4. Principle Four- Inclusive of Natural Supports
o The person served identifies and defines family and other natural supports to be
included in care
o Individuals and families speak for themselves
o Natural support systems are vital to successful recovery and the maintaining of
ongoing wellness; these supports include personal associations and relationships
typically developed in the community that enhance a person's quality of life
o Providers assist individuals and families in developing and utilizing natural supports.
5. Principle Five - Clinical Significance and Evidence Based Practices (EBP)
o Services are effective, resulting in a noticeable change in daily life that is measurable.
o Clinical practice is informed by best available research evidence, best clinical
expertise, and client values and preferences
o Other clinically significant interventions such as innovative, promising, and emerging
practices are embraced
2
rev 2017 Dec
Exhibit B - Page 3 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
6. Principle Six- Culturally Responsive
o Values, traditions, and beliefs specific to an individual's or family's culture(s) are
valued and referenced in the path of wellness, resilience, and recovery
o Services are culturally grounded, congruent, and personalized to reflect the unique
cultural experience of each individual and family
o Providers exhibit the highest level of cultural humility and sensitivity to the self-
identified culture(s) of the person or family served in striving to achieve the greatest
competency in care delivery
7. Principle Seven -Trauma-informed and Trauma-responsive
o The widespread impacts of all types of trauma are recognized and the various
potential paths for recovery from trauma are understood
o Signs and symptoms of trauma in individuals, families, staff, and others are recognized
and persons receive trauma-informed responses
o Physical, psychological and emotional safety for individuals, families, and providers is
emphasized
8. Principle Eight - Co-occurring Capable
o Services are reflective of whole-person care; providers understand the influence of
bio-psycho-social factors and the interactions between physical health, mental health,
and substance use disorders
o Treatment of substance use disorders and mental health disorders are integrated; a
provider or team may deliver treatment for mental health and substance use
disorders at the same time
9. Principle Nine - Stages of Change, Motivation, and Harm Reduction
o Interventions are motivation-based and adapted to the client's stage of change
o Progression though stages of change are supported through positive working
relationships and alliances that are motivating
o Providers support individuals and families to develop strategies aimed at reducing
negative outcomes of substance misuse though a harm reduction approach
o Each individual defines their own recovery and recovers at their own pace when
provided with sufficient time and support
3
rev 2017 Dec
Exhibit B - Page 4 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
10. Principle Ten - Continuous Quality Improvement and Outcomes-Driven
o Individual and program outcomes are collected and evaluated for quality and efficacy
o Strategies are implemented to achieve a system of continuous quality improvement
and improved performance outcomes
o Providers participate in ongoing professional development activities needed for
proficiency in practice and implementation of treatment models
11. Principle Eleven - Health and Wellness Promotion, Illness and Harm Prevention, and Stigma
Reduction
o The rights of all people are respected
o Behavioral health is recognized as integral to individual and community well-being
o Promotion of health and wellness is interwoven throughout all aspects of DBH services
o Specific strategies to prevent illness and harm are implemented at the individual,
family, program, and community levels
o Stigma is actively reduced by promoting awareness, accountability, and positive
change in attitudes, beliefs, practices, and policies within all systems
o The vision of health and well-being for our community is continually addressed
through collaborations between providers, individuals, families, and community
members
4
rev 2017 Dec
Exhibit C 1 of 3
Handle With Care Plus Evaluation
University of California, Davis
Fiscal Year(FY)upon execution to June 30,2024
PROGRAM EXPENSES
1000:DIRECT SALARIES&BENEFITS
Direct Employee Salaries
Acct# Administrative Position FTE Admin Program Total
1101 Director 0.30 $ 40,290 $ 40,290
1102 Project Coordinator/Admin Support 1.00 42,500 42,500
1103 Project Coordinator/Admin Support 1.00 47,410 47,410
Direct Personnel Admin Salaries Subtotal 2.30 $ 130,200 $ 130,200
Direct Employee Benefits
Acct# Description Admin Program Total
1201 Retirement $ - $ $ -
1202 Worker's Compensation
1203 Health Insurance -
1204 Fringe Benefits-Director 10,798 10,798
1205 Fringe Benefits-Project Coordinator 9,393 9,393
1206 Fringe Benefits-Project Coordinator 10,478 10,478
Direct Employee Benefits Subtotal: $ 30,669 $ - $ 30,669
DIRECT EMPLOYEE SALARIES&BENEFITS TOTAL: Admin Program Total
$ 160,869 $ - $ 160,869
DIRECT EMPLOYEE SALARIES&BENEFITS PERCENTAGE: Admin Program
100%1 0%
6000: INDIRECT EXPENSES
Acct# Line Item Description Amount
Administrative Overhead
6001 Administrative Overhead $ 24,131
INDIRECT EXPENSES TOTAL $ 24,131
INDIRECT COST RATE 15.00%
TOTAL PROGRAM EXPENSES 1 $ 185,000
PROGRAM FUNDING SOURCES
8300-MENTAL HEALTH SERVICE ACT(MHSA)
Acct# MHSA Component MHSA Program Name Amount
8301 CSS-Community Services&Supports $ -
8302 PEI-Prevention&Early Intervention -
8303 INN-Innovations Handle with Care Plus 185,000
8304 WET-Workforce Education &Training -
8305 1CFTN-Capital Facilities&Technology -
MHSA TOTAL $ 185,000
TOTAL PROGRAM FUNDING SOURCES: 1 $ 185,000
NET PROGRAM COST: $ -
Exhibit C 2 of 3
Handle With Care Plus Evaluation
University of California,Davis
Fiscal Year(FY)upon execution to June 30,2024 Budget Narrative
PROGRAM EXPENSE
ACCT#1 LINE ITEM AMT DETAILED DESCRIPTION OF ITEMS BUDGETED IN EACH ACCOUNT LINE
1000:DIRECT SALARIES&BENEFITS 160,869
Administrative Positions 130,200
1101 Project Director-Dr.Miriam Nuno 40,290 Salary$189,600 x 0.30 FTE=$56,880(8.5 months/12 months)=$40,290
Director(30%effort).Director will be responsible for the overall management and
oversight of the evaluation project.Director will provide thought leadership on the
development of evaluation protocol,data analysis,data management and reporting.
1102 Project Coordinator-Jose Montensinos 42,500 Salary$60,000 x 1 FTE=$60,000(8.5/12 months)=$42,500
Project Coordinator(100%effort).The project coordinator will be responsible for
leading the deliverables for this project.The specific activities include:
1)Analysis and reporting of the data that you were able to collect,2)Preparation of a
quantitative survey and qualitative focus groups to learn more in detail about the
barriers and facilitators that were experienced with the uptake of this project,with
learn lessons and opportunities for improvement to similar future studies,3)
Development,implementation,analysis,and reporting of the survey,4)Development,
implementation,analysis,and reporting of the focus groups,and 5)Preparing an
executive report that provides a detailed account of findings from(1)-(4).Dr.Nuno will
work closely with the project coordinator to ensure that all deliverables are completed.
She will provide statistical guidance and support to carry out the project and guide the
draft of the project evaluation.
1103 Project Coordinator-Maria Daza-Torres 47,410 Salary$66,932 x 1 FTE=$66,932(8.5/12 months)=$47,410
Project Coordinator(100%effort).The project coordinator will be responsible for
leading the deliverables for this project.The specific activities include:
1)Analysis and reporting of the data that you were able to collect,2)Preparation of a
quantitative survey and qualitative focus groups to learn more in detail about the
barriers and facilitators that were experienced with the uptake of this project,with
learn lessons and opportunities for improvement to similar future studies,3)
Development,implementation,analysis,and reporting of the survey,4)Development,
implementation,analysis,and reporting of the focus groups,and 5)Preparing an
executive report that provides a detailed account of findings from(1)-(4).Dr.Nuno will
work closely with the project coordinator to ensure that all deliverables are completed.
She will provide statistical guidance and support to carry out the project and guide the
draft of the project evaluation.
Direct Employee Benefits 30,669
1201 Retirement -
1202 Worker's Compensation -
1203 Health Insurance -
1204 Fringe Benefits-Director 10,798 Salary$40,290 x 26.8%=$10,798
Composite benefit rates are developed in order to cover the costs of fringe benefits
offered by the University.The federal rates are negotiated with the government in
advance for a fiscal year and any over-or under-recovery is included as an adjustment
in a subsequent rate proposal.
Costs in the Composite Benefit Rates include:UCRS(employer matching portion);
Medical(employer contribution portion);Dental(employer contribution);Vision
(employer contribution);OASDI(employer matching portion);Medicare(employer
matching portion);OPEB(Other Post Employee Benefits);Unemployment Insurance;
Workers'Comp Insurance;Employee Support Program;UC Paid Disability;UC Paid Life;
Severance;Employee Tuition Remission;and CBR Add-Ons.
1205 Fringe Benefits-Project Coordinator 9,393 Salary$42,500 x 22.1%=$9,393
Composite benefit rates are developed in order to cover the costs of fringe benefits
offered by the University.The federal rates are negotiated with the government in
advance for a fiscal year and any over-or under-recovery is included as an adjustment
in a subsequent rate proposal.
Costs in the Composite Benefit Rates include:UCRS(employer matching portion);
Medical(employer contribution portion);Dental(employer contribution);Vision
(employer contribution);OASDI(employer matching portion);Medicare(employer
matching portion);OPEB(Other Post Employee Benefits);Unemployment Insurance;
Workers'Comp Insurance;Employee Support Program;UC Paid Disability;UC Paid Life;
Severance;Employee Tuition Remission;and CBR Add-Ons.
Exhibit C 3 of 3
PROGRAM EXPENSE
ACCT# LINE ITEM AMT DETAILED DESCRIPTION OF ITEMS BUDGETED IN EACH ACCOUNT LINE
1206 Fringe Benefits-Project Coordinator 10,478 Salary$47,410 x 22.1%=$10,478
Composite benefit rates are developed in order to cover the costs of fringe benefits
offered by the University.The federal rates are negotiated with the government in
advance for a fiscal year and any over-or under-recovery is included as an adjustment
in a subsequent rate proposal.
Costs in the Composite Benefit Rates include:UCRS(employer matching portion);
Medical(employer contribution portion);Dental(employer contribution);Vision
(employer contribution);OASDI(employer matching portion);Medicare(employer
matching portion);OPEB(Other Post Employee Benefits);Unemployment Insurance;
Workers'Comp Insurance;Employee Support Program;UC Paid Disability;UC Paid Life;
Severance;Employee Tuition Remission;and CBR Add-Ons.
6000:INDIRECT EXPENSES 24,131
6001 1 Administrative Overhead 24,131 Admin Overhead is calculated at 15%of the program costs.
PROGRAM FUNDING SOURCES
8300-MENTAL HEALTH SERVICE ACT(MHSA)
cct# MHSA Component MHSA Program Name Amount
8301 CSS-Community Services&Supports $ -
8302 PEI-Prevention&Early Intervention -
8303 INN-Innovations Handle with Care Plus 185,000
8304 WET-Workforce Education&Training -
8305 CFTN-Capital Facilities&Technolo
MHSA TOTAL $ 185,000
TOTAL PROGRAM EXPENSE FROM BUDGET NARRATIVE: 185,000
TOTAL PROGRAM EXPENSES FROM BUDGET TEMPLATE: 185,000
BUDGET CHECK: -
Exhibit D 1 of 3
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.
If the Contractor is a governmental entity, it 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
Exhibit D 2 of 3
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
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.
(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: VII.
(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
Exhibit D 3 of 3
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
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 subcontractors.
Exhibit E - Page 1 of 6
STATE MENTAL HEALTH REQUIREMENTS
1. CONTROL REQUIREMENTS
The COUNTY and its subcontractors shall provide services in accordance with all
applicable Federal and State statutes and regulations.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by the COUNTY Mental Health
Program (directly or through contract) providing Short-Doyle/Medi-Cal services
have met applicable professional licensure requirements pursuant to Business
and Professions and Welfare and Institutions Codes.
3. CONFIDENTIALITY
CONTRACTOR shall conform to and COUNTY shall monitor compliance with all
State of California and Federal statutes and regulations regarding confidentiality,
including but not limited to confidentiality of information requirements at 42, Code
of Federal Regulations sections 2.1 et seq; California Welfare and Institutions
Code, sections 14100.2, 11977, 11812, 5328; Division 10.5 and 10.6 of the
California Health and Safety Code; Title 22, California Code of Regulations,
section 51009; and Division 1, Part 2.6, Chapters 1-7 of the California Civil Code.
4. NON-DISCRIMINATION
A. Eligibility for Services
CONTRACTOR shall prepare and make available to COUNTY and to the
public all eligibility requirements to participate in the program plan set
forth in the Agreement. No person shall, because of ethnic group
identification, age, gender, color, disability, medical condition, national
origin, race, ancestry, marital status, religion, religious creed, political
belief or sexual preference be excluded from participation, be denied
benefits of, or be subject to discrimination under any program or activity
receiving Federal or State of California assistance.
B. Employment Opportunity
CONTRACTOR shall comply with COUNTY policy, and the Equal
Employment Opportunity Commission guidelines, which forbids
discrimination against any person on the grounds of race, color, national
origin, sex, religion, age, disability status, or sexual preference in
employment practices. Such practices include retirement, recruitment
advertising, hiring, layoff, termination, upgrading, demotion, transfer, rates
of pay or other forms of compensation, use of facilities, and other terms
and conditions of employment.
Exhibit E - Page 2 of 6
C. Suspension of Compensation
If an allegation of discrimination occurs, COUNTY may withhold all further
funds, until CONTRACTOR can show clear and convincing evidence to
the satisfaction of COUNTY that funds provided under this Agreement
were not used in connection with the alleged discrimination.
D. Nepotism
Except by consent of COUNTY's Department of Behavioral Health
Director, or designee, no person shall be employed by CONTRACTOR
who is related by blood or marriage to, or who is a member of the Board
of Directors or an officer of CONTRACTOR.
5. PATIENTS' RIGHTS
CONTRACTOR shall comply with applicable laws and regulations, including but
not limited to, laws, regulations, and State policies relating to patients' rights.
STATE CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE: CONTRACTOR has, unless exempted,
complied with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f)
and CCR, Title 2, Section 111 02) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: CONTRACTOR will comply
with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-
free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession or use of a controlled substance is prohibited and
specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free
workplace;
3) any available counseling, rehabilitation and employee assistance
programs; and,
4) penalties that may be imposed upon employees for drug abuse
violations.
C. Every employee who works on this Agreement will:
1) receive a copy of the company's drug-free workplace policy
statement; and,
2) agree to abide by the terms of the company's statement as a
condition of employment on this Agreement.
Exhibit E - Page 3 of 6
Failure to comply with these requirements may result in suspension of payments under
this Agreement or termination of this Agreement or both and CONTRACTOR may be
ineligible for award of any future State agreements if the department determines that any
of the following has occurred: the CONTRACTOR has made false certification, or
violated the certification by failing to carry out the requirements as noted above. (Gov.
Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: CONTRACTOR
certifies that no more than one (1) final unappealable finding of contempt of court by a
Federal court has been issued against CONTRACTOR within the immediately preceding
two (2) year period because of CONTRACTOR's failure to comply with an order of a
Federal court, which orders CONTRACTOR to comply with an order of the National
Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO
REQUIREMENT: CONTRACTOR hereby certifies that CONTRACTOR will comply with
the requirements of Section 6072 of the Business and Professions Code, effective
January 1, 2003.
CONTRACTOR agrees to make a good faith effort to provide a minimum number of
hours of pro bono legal services during each year of the contract equal to the lessor of
30 multiplied by the number of full time attorneys in the firm's offices in the State, with
the number of hours prorated on an actual day basis for any contract period of less than
a full year or 10% of its contract with the State.
Failure to make a good faith effort may be cause for non-renewal of a state contract for
legal services, and may be taken into account when determining the award of future
contracts with the State for legal services.
5. EXPATRIATE CORPORATIONS: CONTRACTOR hereby declares that it is not
an expatriate corporation or subsidiary of an expatriate corporation within the meaning of
Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the
State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All CONTRACTORS contracting for the procurement or laundering of
apparel, garments or corresponding accessories, or the procurement of equipment,
materials, or supplies, other than procurement related to a public works contract, declare
under penalty of perjury that no apparel, garments or corresponding accessories,
equipment, materials, or supplies furnished to the state pursuant to the contract have
been laundered or produced in whole or in part by sweatshop labor, forced labor, convict
labor, indentured labor under penal sanction, abusive forms of child labor or exploitation
of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor,
convict labor, indentured labor under penal sanction, abusive forms of child labor or
exploitation of children in sweatshop labor. CONTRACTOR further declares under
penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the
California Department of Industrial Relations website located at www.dir.ca.gov, and
Public Contract Code Section 6108.
Exhibit E - Page 4 of 6
b. CONTRACTOR agrees to cooperate fully in providing reasonable access
to the CONTRACTOR's records, documents, agents or employees, or premises if
reasonably required by authorized officials of the contracting agency, the Department of
Industrial Relations, or the Department of Justice to determine the contractor's
compliance with the requirements under paragraph (a).
7. DOMESTIC PARTNERS: For contracts of$100,000 or more, CONTRACTOR
certifies that CONTRACTOR is in compliance with Public Contract Code Section
10295.3.
8. GENDER IDENTITY: For contracts of$100,000 or more, CONTRACTOR
certifies that CONTRACTOR is in compliance with Public Contract Code Section
10295.35.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of
California.
1. CONFLICT OF INTEREST: CONTRACTOR needs to be aware of the following
provisions regarding current or former state employees. If CONTRACTOR has any
questions on the status of any person rendering services or involved with this
Agreement, the awarding agency must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code $10410):
a). No officer or employee shall engage in any employment, activity or
enterprise from which the officer or employee receives compensation or has a financial
interest and which is sponsored or funded by any state agency, unless the employment,
activity or enterprise is required as a condition of regular state employment.
b). No officer or employee shall contract on his or her own behalf as an
independent contractor with any state agency to provide goods or services.
Former State Employees (Pub. Contract Code M 0411):
a). For the two (2) year period from the date he or she left state employment,
no former state officer or employee may enter into a contract in which he or she
engaged in any of the negotiations, transactions, planning, arrangements or any part of
the decision-making process relevant to the contract while employed in any capacity by
any state agency.
b). For the twelve (12) month period from the date he or she left state
employment, no former state officer or employee may enter into a contract with any state
agency if he or she was employed by that state agency in a policy-making position in the
same general subject area as the proposed contract within the twelve (12) month period
prior to his or her leaving state service.
If CONTRACTOR violates any provisions of above paragraphs, such action by
CONTRACTOR shall render this Agreement void. (Pub. Contract Code §10420)
Exhibit E - Page 5 of 6
Members of boards and commissions are exempt from this section if they do not receive
payment other than payment of each meeting of the board or commission, payment for
preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION: CONTRACTOR needs to be
aware of the provisions which require every employer to be insured against liability for
Worker's Compensation or to undertake self-insurance in accordance with the
provisions, and CONTRACTOR affirms to comply with such provisions before
commencing the performance of the work of this Agreement. (Labor Code Section 3700)
3. AMERICANS WITH DISABILITIES ACT: CONTRACTOR assures the State that
it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits
discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE: An amendment is required to change the
CONTRACTOR's name as listed on this Agreement. Upon receipt of legal
documentation of the name change the State will process the amendment. Payment of
invoices presented with a new name cannot be paid prior to approval of said
amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the
contracting agencies will be verifying that the CONTRACTOR is currently qualified to do
business in California in order to ensure that all obligations due to the state are fulfilled.
b. "Doing business" is defined in R&TC Section 23101 as actively engaging
in any transaction for the purpose of financial or pecuniary gain or profit. Although there
are some statutory exceptions to taxation, rarely will a corporate contractor performing
within the state not be subject to the franchise tax.
C. Both domestic and foreign corporations (those incorporated outside of
California) must be in good standing in order to be qualified to do business in California.
Agencies will determine whether a corporation is in good standing by calling the Office of
the Secretary of State.
6. RESOLUTION: A county, city, district, or other local public body must provide
the State with a copy of a resolution, order, motion, or ordinance of the local governing
body, which by law has authority to enter into an agreement, authorizing execution of the
agreement.
7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the
CONTRACTOR shall not be: (1) in violation of any order or resolution not subject to
review promulgated by the State Air Resources Board or an air pollution control district;
(2) subject to cease and desist order not subject to review issued pursuant to Section
13301 of the Water Code for violation of waste discharge requirements or discharge
prohibitions; or (3)finally determined to be in violation of provisions of federal law
relating to air or water pollution.
Exhibit E - Page 6 of 6
8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all
contractors that are not another state agency or other governmental entity.
9. INSPECTION and Audit of Records and access to Facilities.
The State, CMS, the Office of the Inspector General, the Comptroller General, and their
designees may, at any time, inspect and audit any records or documents of
CONTRACTOR or its subcontractors, and may, at any time, inspect the premises,
physical facilities, and equipment where Medicaid-related activities or work is conducted.
The right to audit under this section exists for ten (10) years from the final date of the
contract period or from the date of completion of any audit, whichever is later.
Federal database checks.
Consistent with the requirements at § 455.436 of this chapter, the State must confirm the
identity and determine the exclusion status of CONTRACTOR, any subcontractor, as
well as any person with an ownership or control interest, or who is an agent or managing
employee of CONTRACTOR through routine checks of Federal databases. This
includes the Social Security Administration's Death Master File, the National Plan and
Provider Enumeration System (NPPES), the List of Excluded Individuals/Entities (LEIE),
the System for Award Management (SAM), and any other databases as the State or
Secretary may prescribe. These databases must be consulted upon contracting and no
less frequently than monthly thereafter. If the State finds a party that is excluded, it must
promptly notify the CONTRACTOR and take action consistent with § 438.610(c).
The State must ensure that CONTRACTOR with which the State contracts under this
part is not located outside of the United States and that no claims paid by a
CONTRACTOR to a network provider, out-of-network provider, subcontractor or financial
institution located outside of the U.S. are considered in the development of actuarially
sound capitation rates.
Exhibit F— Page 1 of 2
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of entity D/B/A
Address(number,street) City State ZIP code
CLIA number Taxpayer ID number(EIN) Telephone number
( )
II. Answer the following questions by checking "Yes" or "No." If any of the questions are answered "Yes," list names and
addresses of individuals or corporations under"Remarks"on page 2. Identify each item number to be continued.
YES NO
A. Are there any individuals or organizations having a direct or indirect ownership or control interest
of five percent or more in the institution, organizations, or agency that have been convicted of a criminal
offense related to the involvement of such persons or organizations in any of the programs established
byTitles XVIII, XIX, or XX? ......................................................................................................................... o 0
B. Are there any directors, officers, agents, or managing employees of the institution, agency, or
organization who have ever been convicted of a criminal offense related to their involvement in such
programs established by Titles XVIII, XIX, or XX?...................................................................................... o 0
C. Are there any individuals currently employed by the institution, agency, or organization in a managerial,
accounting, auditing, or similar capacity who were employed by the institution's, organization's, or
agency's fiscal intermediary or carrier within the previous 12 months? (Title XVI II providers only)........... , o
III. A. List names, addresses for individuals, or the EIN for organizations having direct or indirect ownership or a controlling
interest in the entity. (See instructions for definition of ownership and controlling interest.) List any additional names
and addresses under "Remarks" on page 2. If more than one individual is reported and any of these persons are
related to each other, this must be reported under"Remarks."
NAME ADDRESS EIN
B. Type of entity: n Sole proprietorship n Partnership n Corporation
o Unincorporated Associations n Other(specify)
C. If the disclosing entity is a corporation, list names, addresses of the directors, and EINs for corporations
under"Remarks."
D. Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities?
(Example: sole proprietor, partnership, or members of Board of Directors) If yes, list names, addresses
of individuals, and provider numbers........................................................................................................... o 71
NAME ADDRESS PROVIDER NUMBER
Exhibit F— Page 2 of 2
YES NO
IV. A. Has there been a change in ownership or control within the last year? ....................................................... 0 0
If yes, give date.
B. Do you anticipate any change of ownership or control within the year?....................................................... 0 0
If yes, when?
C. Do you anticipate filing for bankruptcy within the year?................................................................................ 0 0
If yes, when?
V. Is the facility operated by a management company or leased in whole or part by another organization?.......... o 0
If yes, give date of change in operations.
VI. Has there been a change in Administrator, Director of Nursing, or Medical Director within the last year?......... 0 0
VII. A. Is this facility chain affiliated? ...................................................................................................................... 0 0
If yes, list name, address of corporation, and EIN.
Name EIN
Address(number,name) City State ZIP code
B. If the answer to question VII.A. is NO, was the facility ever affiliated with a chain?
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address(number,name) City State ZIP code
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative(typed) Title
Signature Date
Remarks
Exhibit G - Page 1 of 2
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is providing
the certification set out below.
2. The inability of a person to provide the certification required below will not necessarily
result in denial of participation in this covered transaction. The prospective participant shall
submit an explanation of why it cannot provide the certification set out below. The
certification or explanation will be considered in connection with the department or
agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify
such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which reliance was
placed when the department or agency determined to enter into this transaction. If it is
later determined that the prospective primary participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the
department or agency may terminate this transaction for cause or default.
4. The prospective primary participant shall provide immediate written notice to the
department or agency to which this proposal is submitted if at any time the prospective
primary participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant, person,
primary covered transaction, principal, proposal, and voluntarily excluded, as used in this
clause, have the meanings set out in the Definitions and Coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which
this proposal is being submitted for assistance in obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment of a system
of records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
CERTIFICATION
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it,
its owners, officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State
or local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
Exhibit G - Page 2 of 2
(c) Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State or local) terminated for cause or default.
(2) Where the prospective primary participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
Signature: Date:
(Printed Name &Title) (Name of Agency or Company)