HomeMy WebLinkAboutHealth Management Associates-Strategic Planning Consultation Services_A-24-337.pdf ti co, County of Fresno Hall of Records,Room301
2281 Tulare Street
ry Fresno,California
Board of Supervisors 93721-2198
0 1856 0 Telephone:(559)600-3529
FRE`' Minute Order Toll Free: 1-800-742-1011
www.fresnocountyca.gov
June 18, 2024
Present: 5- Supervisor Steve Brandau, Chairman Nathan Magsig,Vice Chairman Buddy Mendes,
Supervisor Brian Pacheco,and Supervisor Sal Quintero
Agenda No. 74. Public Health File ID: 24-0604
Re: Approve and authorize the Chairman to execute an Agreement with Health Management Associates,
Inc.for strategic planning consultation services,effective June 18,2024,through June 17,2026,total
not to exceed$247,843
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco,and Quintero
Agreement No.24-337
County of Fresno Page 78
co
Board Agenda Item 74
0 is o
FRE`��
DATE: June 18, 2024
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with Health Management Associates, Inc.
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute an Agreement with Health Management
Associates, Inc.for strategic planning consultation services, effective June 18, 2024, through June
17, 2026, total not to exceed $247,843.
There is no Net County Cost associated with the recommended action. Approval of the recommended
action will allow the Department of Public Health (DPH)to receive consultation and support from Health
Management Associates, Inc. (HMA) in the development of DPH's new 10-year strategic plan, defining
long-term goals and objectives that will strengthen DPH's ability to provide essential services in the most
cost-effective manner possible. This item is countywide.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended actions, DPH will
not be able to obtain consultation and support from HMA to assist with developing DPH's new 10-year
strategic plan.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action. The maximum
compensation for the two-year term of the recommended agreement is $247,843. Services provided under
the recommended Agreement are funded by Future of Public Health (FoPH)funding and Health
Realignment. The recommended Agreement includes a one-time advance payment of$75,000 from the
County to HMA for services to be provided under this Agreement. Sufficient appropriations and estimated
revenues are included in the Department's Org 5620 FY 23-24 Adopted Budget and will be included in
subsequent budget requests.
DISCUSSION:
The County, on behalf of DPH, issued RFP No. 24-022 for qualified vendors to provide consultation and
support in the development of DPH's new 10-year strategic plan, defining long-term goals and objectives
that will strengthen DPH's ability to provide essential services in the most cost-effective manner possible.
Eight qualified proposals were submitted to Purchasing for consideration. An RFP review panel consisting
of five members from three County departments convened to review the submitted bids and evaluate the
competencies of each proposal.
HMA's proposal exceeded the County's needs and received top ranking from the RFP evaluation team.
County of Fresno page I File Number:24-0604
File Number:24-0604
They provided a comprehensive and easy to follow proposal, which included detailed services with a
trauma-informed perspective and plans to partner with community-based organizations to complete
community engagement. The HMA proposal demonstrated a high level of understanding of health equity and
health disparities in Fresno County and a diverse background in public health, behavioral health, and
education. HMA showed great consideration of DPH's goal to achieve accreditation in their proposed
services. The associated cost proposal was adequate, reasonable, and very clearly explained to connect
budget items to the different phases and time frames of proposed services. For the aforementioned
reasons, the RFP review panel recommended the Agreement be awarded to HMA.
HMA will work with DPH to confirm goals and initiatives, develop a departmental framework, review the
strategic plan, and create an official document of the plan. Services will include stakeholder engagement,
discussions with DPH, and assisting each of the seven DPH divisions with developing their strategic plans
that align with the department's strategic plan.
To expedite initial start-up of services and meet funding source deadlines, the recommended Agreement
allows the County to pay HMA a one-time advance payment of$75,000 upon execution of this Agreement.
HMA shall provide monthly backup documentation for spending down this advance before the County shall
remit any additional payments for invoices received.
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with HMA
CAO ANALYST:
Ron Alexander
County of Fresno page 2 File Number.24-0604
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
Agreement No. 24-337
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated June 18, 2024 and is between
3 Health Management Associates, Inc., a Michigan corporation ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Department of Public Health (DPH), has a need for consultation
7 and support in the development of DPH's new 10-year strategic plan, defining long-term goals
8 and objectives that will strengthen DPH's ability to provide essential services in the most cost-
9 effective manner possible.
10 B. The County issued Request for Proposal (RFP) No. 24-022 on November 8, 2023, for
11 strategic planning consulting services and received eight responsive vendor proposals by the
12 closing deadline.
13 C. The County evaluated all eight proposals and determined Contractor to be the most
14 responsive and responsible bidder whose proposal, dated December 18, 2023, is the most
15 advantageous to the County.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all services and fulfill all
20 responsibilities as specified in the County's RFP No. 24-022 dated November 8, 2023, and
21 Addendum No. One (1) and No. Two (2) to RFP No. 24-022 dated November 29, 2023 and
22 December 5, 2023, herein collectively referred to as the County's Revised RFP, the Contractor's
23 response to said Revised RFP dated December 18, 2023, all incorporated herein by reference
24 and made part of this Agreement. The Contractor shall perform all the services provided in
25 Exhibit A to this Agreement, titled "Scope of Services." In the event of any inconsistency among
26 the documents described hereinabove, the inconsistency shall be resolved by giving
27 precedence in the following order of priority; (1) to this Agreement, including all Exhibits, (2) to
28 the Revised RFP; and (3) to the Contractor's response to the Revised RFP. A copy of the
1
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
1 County's Revised RFP and the Contractor's response shall be retained and made available
2 during the term of this Agreement by the County's DPH Contracts unit.
3 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
4 able to perform all of the services provided in this Agreement.
5 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
6 applicable federal, state, and local laws and regulations in the performance of its obligations
7 under this Agreement, including but not limited to workers compensation, labor, and
8 confidentiality laws and regulations.
9 Article 2
10 County's Responsibilities
11 2.1 The County shall designate three to five DPH staff members to work with the
12 Contractor's project leads to act as the project management "Core Team" responsible for overall
13 coordination and monitoring of the Agreement services.
14 Article 3
15 Compensation, Invoices, and Payments
16 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
17 the performance of its services under this Agreement as described in Exhibit B to this
18 Agreement, titled "Compensation."
19 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
20 under this Agreement is One Hundred Eighty-Three Thousand Two Dollars ($183,002) for the
21 first year and Sixty-Four Thousand Eight Hundred Forty-One Dollars ($64,841) for the
22 subsequent year immediately following. The total maximum compensation payable for the entire
23 two (2) year term of this Agreement shall not exceed Two Hundred Forty-Seven Thousand Eight
24 Hundred Forty-Three Dollars ($247,843). The Contractor acknowledges that the County is a
25 local government entity and does so with notice that the County's powers are limited by the
26 California Constitution and by State law, and with notice that the Contractor may receive
27 compensation under this Agreement only for services performed according to the terms of this
28 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
2
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1 under this section. The Contractor further acknowledges that County employees have no
2 authority to pay the Contractor except as expressly provided in this Agreement.
3 3.3 Invoices. The Contractor shall submit monthly invoices to County of Fresno,
4 Department of Public Health, P.O. Box 11867, Fresno, CA 93775, Attention: Business Office at
5 DPHBOAP@fresnocountyca.gov. The Contractor shall submit each invoice within 60 days after
6 the month in which the Contractor performs services and in any case within 60 days after the
7 end of the term or termination of this Agreement.
8 3.4 Payment. The County shall pay each correctly completed and timely submitted
9 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
10 address specified in the invoice. Upon execution of this Agreement, the County shall pay the
11 Contractor a one-time advance payment of Seventy-Five Thousand Dollars ($75,000)for
12 services to be provided under this Agreement. The Contractor shall provide monthly backup
13 documentation for spending down this advance before the County shall remit any additional
14 payments for invoices received.
15 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
16 expenses that are not specified as payable by the County under this Agreement.
17 Article 4
18 Term of Agreement
19 4.1 Term. This Agreement is effective on June 18, 2024 and terminates on June 17,
20 2026, except as provided in Article 6, "Termination and Suspension," below.
21 Article 5
22 Notices
23 5.1 Contact Information. The persons and their addresses having authority to give and
24 receive notices provided for or permitted under this Agreement include the following:
25
For the County:
26 Director, Department of Public Health
County of Fresno
27 P.O. Box 11867
Fresno, CA 93775
28 DPHContracts@fresnocountyca.gov
3
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1 For the Contractor:
Contracts Director
2 Health Management Associates, Inc.
2501 Woodlake Cir, Ste 100
3 Okemos, Michigan 48864
contracts@healthmanagement.com with a copy to
4 legal@healthmanagement.com
Fax: 517-482-0920
5
5.2 Change of Contact Information. Either party may change the information in section
6
5.1 by giving notice as provided in section 5.3.
7
5.3 Method of Delivery. Each notice between the County and the Contractor provided
8
for or permitted under this Agreement must be in writing, state that it is a notice provided under
9
this Agreement, and be delivered either by personal service, by first-class United States mail, by
10
an overnight commercial courier service, or by Portable Document Format (PDF) document
11
attached to an email.
12
(A) A notice delivered by personal service is effective upon service to the recipient.
13
(B) A notice delivered by first-class United States mail is effective three County
14
business days after deposit in the United States mail, postage prepaid, addressed to the
15
recipient.
16
(C)A notice delivered by an overnight commercial courier service is effective one
17
County business day after deposit with the overnight commercial courier service,
18
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
19
the recipient.
20
(D)A notice delivered by PDF document attached to an email is effective when
21
transmission to the recipient is completed (but, if such transmission is completed outside
22
of County business hours, then such delivery is deemed to be effective at the next
23
beginning of a County business day), provided that the sender maintains a machine
24
record of the completed transmission.
25
5.4 Claims Presentation. For all claims arising from or related to this Agreement,
26
nothing in this Agreement establishes, waives, or modifies any claims presentation
27
requirements or procedures provided by law, including the Government Claims Act (Division 3.6
28
of Title 1 of the Government Code, beginning with section 810).
4
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor of any monies disbursed to the
5
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1 Contractor under this Agreement that, in the County's sole judgment, were not expended in
2 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
3 demand. This section survives the termination of this Agreement.
4 Article 7
5 Funding Source
6 7.1 Services Funding Source. Funding for these services is provided by the California
7 Department of Public Health through Future of Public Health funding. More information on FoPH
8 funding and reporting requirements that the County must adhere to are available at Future of
9 Public Health Funding FY 2023-24 — FY 2025-26 —June 30, 2023 (ca.gov).
10 Article 8
11 Federal Funding Terms and Conditions
12 8.1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
13 Exclusion-Lower Tier Covered Transactions.
14 (A) County and Contractor recognize that Contractor is a recipient of Federal funds
15 under the terms of this Agreement. By signing this Agreement, Contractor agrees to
16 comply with applicable Federal suspension and debarment regulations, including but not
17 limited to: 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549.
18 By signing this Agreement, Contractor attests to the best of its knowledge and belief,
19 that it and its principals:
20 (1) Are not presently debarred, suspended, proposed for debarment, declared
21 ineligible, or voluntarily excluded by any Federal department or agency; and
22 (2) Shall not knowingly enter into any covered transaction with an entity or
23 person who is proposed for debarment under Federal regulations, debarred,
24 suspended, declared ineligible, or voluntarily excluded from participation in
25 such transaction.
26 (B) Contractor shall provide immediate written notice to County if at during any time
27 during the term of this Agreement Contractor learns that the representations it makes
28
6
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1 above were erroneous when made or have become erroneous by reason of changed
2 circumstances.
3 (C) Contractor shall include a clause titled, "Certification Regarding Debarment,
4 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions"
5 and similar in nature to this paragraph in all lower tier covered transactions and it all
6 solicitations for lower tier covered transactions.
7 (D) Contractor shall, prior to soliciting or purchasing goods and services in excess of
8 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension
9 and debarment status at https://sam.gov/SAM/.
10 8.2 Property of County. Contractor agrees to take reasonable and prudent steps to
11 ensure the security of any and all said hardware and software provided to it by County under
12 this Agreement, to maintain replacement-value insurance coverages on said hardware and
13 software of like kind and quality approved by County.
14 All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement
15 that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
16 Fresno County Department of Public Health (DPH) Accounting Inventory Number. These fixed
17 assets shall be retained by County, as County property, in the event this Agreement is
18 terminated or upon expiration of this Agreement. Contractor agrees to participate in an annual
19 inventory of all County fixed assets and shall be physically present when fixed assets are
20 returned to County possession at the termination or expiration of this Agreement. Contractor is
21 responsible for returning to County all County owned fixed assets upon the expiration or
22 termination of this Agreement.
23 8.3 Prohibition on Publicity. None of the funds, materials, property or services
24 provided directly or indirectly under this Agreement shall be used for Contractor's advertising,
25 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.)for the
26 purpose of self-promotion. Notwithstanding the above, publicity of the services described in
27 Paragraph One (1) of this Agreement shall be allowed as necessary to raise public awareness
28 about the availability of such specific services when approved in advance by the County's DPH
7
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
1 Director or designee for such items as written/printed materials, the use of media (i.e., radio,
2 television, newspapers) and any other related expense(s).
3 8.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
4 function or responsibility for planning and carrying out of the services provided under this
5 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
6 addition, no employee of the County shall be employed by the Contractor under this Agreement
7 to fulfill any contractual obligations with the County. Contractor shall comply with all Federal,
8 State of California and local conflict of interest laws, statutes and regulations, which shall be
9 applicable to all parties and beneficiaries under this Agreement and any officer, employee or
10 agent of the County.
11 8.5 Change of Leadership/Management. In the event of any change in the status of
12 Contractor's leadership or management, Contractor shall provide written notice to County within
13 thirty (30) days from the date of change. Such notification shall include any new leader or
14 manager's name, address and qualifications. "Leadership or management" shall include any
15 employee, member, or owner of Contractor who either a) directs individuals providing services
16 pursuant to this Agreement, b) exercises control over the manner in which services are
17 provided, or c) has authority over Contractor's finances.
18 8.6 Lobbying Activity. None of the funds provided under this Agreement shall be used
19 for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending
20 in the Congress of the United States of America or the Legislature of the State of California.
21 8.7 State Energy Conservation. Contractor must comply with the mandatory standards
22 and policies relating to energy efficiency, which are contained in the State Energy Conservation
23 Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
24 8.8 Clean Air and Water. In the event the funding under this Agreement exceeds One
25 Hundred Fifty Thousand and No/100 Dollars ($150,000), Contractor shall comply with all
26 applicable standards, orders or requirements issued under the Clean Air Act contained in 42
27 U.S. Code 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any
28
8
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1 standards, laws and regulations, promulgated thereunder. Under these laws and regulations,
2 Contractor shall assure:
3 (A) No facility shall be utilized in the performance of the Agreement that has been
4 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
5 (B) County shall be notified prior to execution of this Agreement of the receipt of any
6 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
7 facility to be utilized in the performance of this Agreement is under consideration to be
8 listed on the EPA list of Violating Facilities;
9 (C) County and U.S. EPA shall be notified about any known violation of the above
10 laws and regulations; and,
11 (D)This assurance shall be included in every nonexempt subgrant, contract, or
12 subcontract.
13 8.9 Audits and Inspections. The Contractor shall at any time during business hours,
14 and as often as the County may deem necessary, make available to the County for examination
15 all of its records and data with respect to the matters covered by this Agreement. The
16 Contractor shall, upon request by the County, permit the County to audit and inspect all of such
17 records and data necessary to ensure Contractor's compliance with the terms of this
18 Agreement.
19 If this Agreement exceeds ten thousand dollars ($10,000.00), Contractor shall be subject to
20 the examination and audit of the California State Auditor for a period of three (3) years after final
21 payment under contract (Government Code Section 8546.7).
22 In addition, Contractor shall cooperate and participate with County's fiscal review process
23 and comply with all final determinations rendered by the County's fiscal review process. If
24 County reaches an adverse decision regarding Contractor's services to consumers, it may result
25 in the disallowance of payment for services rendered; or in additional controls to the delivery of
26 services, or in the termination of this Agreement, at the discretion of County's DPH Director or
27 designee. If as a result of County's fiscal review process a disallowance is discovered due to
28 Contractor's deficiency, Contractor shall be financially liable for the amount previously paid by
9
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1 County to Contractor and this disallowance will be adjusted from Contractor's future payments,
2 at the discretion of County's DPH Director or designee. In addition, County shall have the sole
3 discretion in the determination of fiscal review outcomes, decisions and actions.
4 8.10 Single Audit Clause.
5 (A) If Contractor expends Seven Hundred Fifty Thousand Dollars ($750,000) or more
6 Federal and Federal flow-through monies, Contractor agrees to conduct an annual audit
7 in accordance with the requirements of the Single Audit Standards as set forth in Office
8 of Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter
9 II, Part 200. Contractor shall submit said audit and management letter to County. The
10 audit must include a statement of findings or a statement that there were no findings. If
11 there were negative findings, Contractor must include a corrective action plan signed by
12 an authorized individual. Contractor agrees to take action to correct any material non-
13 compliance or weakness found as a result of such audit. Such audit shall be delivered
14 to County's DPH Administration for review within nine (9) months of the end of any fiscal
15 year in which funds were expended and/or received for the program. Failure to perform
16 the requisite audit functions as required by this Agreement may result in County
17 performing the necessary audit tasks, or at the County's option, contracting with a public
18 accountant to perform said audit, or, may result in the inability of County to enter into
19 future agreements with the Contractor.
20 (B) A single audit report is not applicable if all Contractor's Federal contracts do not
21 exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or
22 Contractor's federal funding is through Drug Medi-Cal.
23 Article 9
24 Confidentiality
25 9.1 Confidentiality. All services performed by the Contractor under this Agreement
26 shall be in strict conformance with all applicable Federal, State of California and/or local laws
27 and regulations relating to confidentiality.
28
10
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1 Article 10
2 Independent Contractor
3 10.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the County.
7 10.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 10.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 10.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 11
19 Indemnity and Defense
20 11.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 County (including its officers, agents, employees, and volunteers) against all claims, demands,
22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
23 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
24 the performance or failure to perform by the Contractor (or any of its officers, agents,
25 subcontractors, or employees) under this Agreement. The County may conduct or participate in
26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
27 defend the County.
28 11.2 Survival. This Article 11 survives the termination of this Agreement.
11
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1 Article 12
2 Insurance
3 12.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
4 Agreement.
5 Article 13
6 Inspections, Audits, and Public Records
7 13.1 Inspection of Documents. The Contractor shall make available to the County, and
8 the County may examine at any time during business hours and as often as the County deems
9 necessary, all of the Contractor's records and data with respect to the matters covered by this
10 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
11 request by the County, permit the County to audit and inspect all of such records and data to
12 ensure the Contractor's compliance with the terms of this Agreement.
13 13.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement. Additional Federal audit requirements may apply if any portion of the compensation
18 to be paid by the County under this Agreement is also provided by Federal funding.
19 13.3 Public Records. The County is not limited in any manner with respect to its public
20 disclosure of this Agreement or any record or data that the Contractor may provide to the
21 County. The County's public disclosure of this Agreement or any record or data that the
22 Contractor may provide to the County may include but is not limited to the following:
23 (A) The County may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental
25 agency.
26 (B) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose to the public or such governmental agency any record or
28
12
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1 data that the Contractor may provide to the County, unless such disclosure is prohibited
2 by court order.
3 (C)This Agreement, and any record or data that the Contractor may provide to the
4 County, is subject to public disclosure under the Ralph M. Brown Act (California
5 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
6 (D)This Agreement, and any record or data that the Contractor may provide to the
7 County, is subject to public disclosure as a public record under the California Public
8 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
9 with section 6250) ("CPRA").
10 (E) This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure as information concerning the conduct of the
12 people's business of the State of California under California Constitution, Article 1,
13 section 3, subdivision (b).
14 (F) Any marking of confidentiality or restricted access upon or otherwise made with
15 respect to any record or data that the Contractor may provide to the County shall be
16 disregarded and have no effect on the County's right or duty to disclose to the public or
17 governmental agency any such record or data.
18 13.4 Public Records Act Requests. If the County receives a written or oral request
19 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
20 and which the County has a right, under any provision of this Agreement or applicable law, to
21 possess or control, then the County may demand, in writing, that the Contractor deliver to the
22 County, for purposes of public disclosure, the requested records that may be in the possession
23 or control of the Contractor. Within five business days after the County's demand, the
24 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
25 possession or control, together with a written statement that the Contractor, after conducting a
26 diligent search, has produced all requested records that are in the Contractor's possession or
27 control, or (b) provide to the County a written statement that the Contractor, after conducting a
28 diligent search, does not possess or control any of the requested records. The Contractor shall
13
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
1 cooperate with the County with respect to any County demand for such records. If the
2 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
3 CPRA or other applicable law, it must deliver the record or data to the County and assert the
4 exemption by citation to specific legal authority within the written statement that it provides to
5 the County under this section. The Contractor's assertion of any exemption from disclosure is
6 not binding on the County, but the County will give at least 10 days' advance written notice to
7 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
8 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
9 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
10 failure to produce any such records, or failure to cooperate with the County with respect to any
11 County demand for any such records.
12 Article 14
13 Disclosure of Self-Dealing Transactions
14 14.1 Applicability. This Article 14 applies if the Contractor is operating as a corporation,
15 or changes its status to operate as a corporation.
16 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
17 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
18 "Self-Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to
19 the County before commencing the transaction or immediately after.
20 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
21 a party and in which one or more of its directors, as an individual, has a material financial
22 interest.
23 Article 15
24 General Terms
25 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
26 Agreement may not be modified, and no waiver is effective, except by written agreement signed
27 by both parties. Notwithstanding the above, changes to object levels in the budget, attached
28 hereto as Exhibit B, that do not exceed ten percent (10%) of the maximum compensation
14
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
1 payable to the Contractor, may be made with the written approval of the County's Department of
2 Public Health Director, or designee. The ten percent (10%) budget modification maximum
3 applies to the cumulative adjustments made through the life of the Agreement. Additionally,
4 said budget changes shall not result in any change to the maximum compensation amount
5 payable to Contractor, nor shall it reduce the delivery of services or significantly modify the
6 scope of the services originally intended and approved under this Agreement, as stated herein.
7 The Contractor acknowledges that County employees have no authority to modify this
8 Agreement except as expressly provided in this Agreement.
9 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
10 under this Agreement without the prior written consent of the other party.
11 15.3 Governing Law. The laws of the State of California govern all matters arising from
12 or related to this Agreement.
13 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
14 County, California. Contractor consents to California jurisdiction for actions arising from or
15 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
16 brought and maintained in Fresno County.
17 15.5 Construction. The final form of this Agreement is the result of the parties' combined
18 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
19 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
20 against either party.
21 15.6 Days. Unless otherwise specified, "days" means calendar days.
22 15.7 Headings. The headings and section titles in this Agreement are for convenience
23 only and are not part of this Agreement.
24 15.8 Severability. If anything in this Agreement is found by a court of competent
25 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
26 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
27 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
28 intent.
15
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
1 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
2 not unlawfully discriminate against any employee or applicant for employment, or recipient of
3 services, because of race, religious creed, color, national origin, ancestry, physical disability,
4 mental disability, medical condition, genetic information, marital status, sex, gender, gender
5 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
6 all applicable State of California and federal statutes and regulation.
7 15.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
8 of the Contractor under this Agreement on any one or more occasions is not a waiver of
9 performance of any continuing or other obligation of the Contractor and does not prohibit
10 enforcement by the County of any obligation on any other occasion.
11 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
12 between the Contractor and the County with respect to the subject matter of this Agreement,
13 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
14 publications, and understandings of any nature unless those things are expressly included in
15 this Agreement. If there is any inconsistency between the terms of this Agreement without its
16 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
17 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
18 exhibits.
19 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
20 create any rights or obligations for any person or entity except for the parties.
21 15.13 Authorized Signature. The Contractor represents and warrants to the County that;
22 (A) The Contractor is duly authorized and empowered to sign and perform its
23 obligations under this Agreement.
24 (B) The individual signing this Agreement on behalf of the Contractor is duly
25 authorized to do so and his or her signature on this Agreement legally binds the
26 Contractor to the terms of this Agreement.
27 15.14 Electronic Signatures. The parties agree that this Agreement may be executed by
28 electronic signature as provided in this section.
16
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
1 (A) An "electronic signature" means any symbol or process intended by an individual
2 signing this Agreement to represent their signature, including but not limited to (1) a
3 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
4 electronically scanned and transmitted (for example by PDF document) version of an
5 original handwritten signature.
6 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
7 equivalent to a valid original handwritten signature of the person signing this Agreement
8 for all purposes, including but not limited to evidentiary proof in any administrative or
9 judicial proceeding, and (2) has the same force and effect as the valid original
10 handwritten signature of that person.
11 (C)The provisions of this section satisfy the requirements of Civil Code section
12 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
13 Part 2, Title 2.5, beginning with section 1633.1).
14 (D) Each party using a digital signature represents that it has undertaken and
15 satisfied the requirements of Government Code section 16.5, subdivision (a),
16 paragraphs (1) through (5), and agrees that each other party may rely upon that
17 representation.
18 (E) This Agreement is not conditioned upon the parties conducting the transactions
19 under it by electronic means and either party may sign this Agreement with an original
20 handwritten signature.
21 15.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
22 original, and all of which together constitute this Agreement.
23 [SIGNATURE PAGE FOLLOWS]
24
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27
28
17
ii
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
HEALTH MANAGEMENT ASSOCIATES, COUNTY OF FRESNO
3 INC.
DocuSigned by:
4
Eh, �c,Vvic,s
5 FDA045D Nathan Magsig, Chairman of the Board of
Jeffrey M. DeVries, Contracts Senior Director Supervisors of the County of Fresno
6
2501 Woodlake Cir, Ste 100 Attest:
7 Okemos, Michigan 48864 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 56201508
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
14
15
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DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
Exhibit A
1 Scope of Services
2 The Contractor will provide the County with consultation and support in the development of
DPH's new 10-year strategic plan. DPH's strategic plan is expected to be developed in
3 approximately twelve (12) months. This estimated time frame will include stakeholder
4 engagement, discussions with the DPH, and final review.
5 The Contractor will work with DPH to confirm goals and initiatives, develop a departmental
framework, review the strategic plan, and create an official document of the plan. This will
6 include:
7 • Development or revision of the DPH Core Purpose, Vision, Mission, and Values
statements.
8
• Facilitation of discussions with DPH management, employees, and other County
9 departments to identify how DPH can be more impactful.
10 . Review of current DPH programs to categorize which direct services are managed by
11 DPH or subcontracted, including annual contract amounts.
12 • Facilitation of discussions with DPH management, employees, and other County
departments to identify how DPH can be more aligned with equity, diversity and
13 inclusion priorities.
14 • Facilitation of stakeholder engagement activities to evaluate the community's
perception on DPH's current service delivery, focus and future expectations.
15 Stakeholders should represent rural, metropolitan, and diverse communities within
16 Fresno County.
17
• Review of required public health mandates, mandate levels, and revenue sources.
18 • Identification of public health priority outcomes and actions after research and analysis
is completed.
19
• Documentation of this information for current and future planning and budgetary
20 purposes.
21 • Final review and creation of an official document of the Strategic Plan.
22 The Contractor will provide a service plan that includes preliminary timelines for key activities,
implementation and deliverables. The Contractor will review the most recent information
23 regarding the Fresno County Community Health Improvement Plan 1-lealthy Fresno County
24 (healthyfresnocountVdata.org) and Community Health Needs Assessment 2020chna.pdf
(fresnostate.edu) to reference in developing DPH's strategic plan. The Contractor will also
25 consider DPH's plans to achieve its goal of accreditation through the National Public Health
Accreditation Board within the next few years.
26
Upon completion of DPH's strategic plan, the Contractor will assist each of the seven DPH
27 divisions with developing their strategic plan that aligns with the department's strategic plan.
The Contractor will work with each division to confirm goals and initiatives, develop a division
28 framework, review each strategic plan, and create an official document of each plan.
A-1
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DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5
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DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81F394
Exhibit C
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.
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 of Fresno, Department of Public Health, P.O.
Box 11867, Fresno, CA 93775, Attention: Contracts Section —61h Floor, or email,
DPHContracts@fresnocountyca.gov, certificates of insurance and endorsements for all
of the coverages required under this Agreement.
C-1
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
Exhibit C
(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: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
C-2
DocuSign Envelope ID:6367412E-ADFA-4635-A842-540CAA81F394
Exhibit C
(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.
C-3
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
D-1
DocuSign Envelope ID:63B7412E-ADFA-4635-A842-540CAA81 F394
Exhibit D
(1) Company Board Member Information:
Name: Date.-
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
D-2