HomeMy WebLinkAbout15300 Agreement No. 07-179
MASTER AGREEMENT MEDI-CAL ADMINISTRATIVE ACTIVITIES (MAA)
THIS AGREEMENT is made and entered into this 22nd day of Mery 2007, by and
s between the COL °TY OF FRESI\O, a Political Subdivision of the State of California, hereinafter
u referred to as "COUNTY" and each community based organization (CBO) and lead education agency
(LEA) listed in Exhibit A, attached hereto and incorporated herein by reference, collectively
F hereinafter referred to as "CONTRACTOR($)" and such additional contractors as may from time to
7 time be added by COUNTY during the term of this Agreement.
8 WITNESSETH:
9 WHEREAS, COUNTY, has entered into an agreement with the State Department of Health
10 Services, hereinafter referred to as STATE, to establish a means of claiming Federal Financial
11 Participation (FFP) for administrative costs necessary for the proper and efficient administration of
12 the Medi-Cal Program; and
13 WHEREAS, by the terms of the agreement between STATE and COUNTY, COLTNTY is
14 deemed to consist of agencies/departments under its jurisdiction and their respective employees, as
1 31 well as affiliated agencies operating under contract or memorandum of understanding with
1b COUNTY; and
17 WHEREAS, the purpose of the agreement between STATE and COUNTY is to ensure the
18 more efficient administration of the Medi-Cal Plan, including California Welfare and Institutions
1 (ti'&I) Code section 14131.47 relating to Medi-Cal Administrative Activities, hereinafter referred to
4 0 as MAA; and
2= WHEREAS, COUNTY has determined that the provision of ItfAA activities by
CONT'RAC'1'OR(S), is an effective method of assuring the availability, accessibility, coordination,
2 3 and appropriate utilization of required health care resources to Medi-Cal eligible individuals, students
24 and their families (where appropriate).
WHEREAS, COUNTY recognizes the unique relationship that CONTRACTOR(S) has with
2 F Medi-Cal eligible individuals, COUNTY further recognizes the expertise of CONTRACTOR(S) in
27 identifying and assessing the health care needs of Medi-Cal eligible individuals it serves. COUNTY,
28 in order to utilize the expertise and relationship, enters into this Agreement.
1 - COUNTY OF FRESNO
Fresno, CA
1 NOW. THEREFORE, in consideration of their mutual covenants and conditions, the parties
2 hereto agree as follows:
3 1. PURPOSE OF AGREEMENT
4 This Agreement is entered into by COUNTY and CONTRACTOR(S) to implement the
5 provisions of California W&I Code section 141 '12.47.
6 2. MUTUAL OBJECTIVES
7 Partics to this Agreement desire:
8 A. To assure that all potentially eligible individuals, students and their families
a (where appropriate), served by CONTRACTOR(S), are infonned of the Medi-Cal program, and about
-0 Medi-Cal covered services under Title XIX of the Social Security Act Medicaid Program (42 IJ.S.C.
-- § 1396, et seq.[hereinafter"TitIe XIX"_f).
12 B. "Fo assure that assistance is provided by CONTRACTOR(S) to Medi-Cal
13 eligible individuals, students and their families, where appropriate, in facilitating their receipt of
14 Medi-Cal covered services.
15 C. That this Agreement is governed by 42 United States Code (USC), section 1396
-6 ei seq., 42 Code of federal Regulations (CHR) Part 400 el seq., and 45 CFR Part 95, California W&I
17 Code. Division 9, Part 3. Chapter 7 (commencing with section 14000) and Chapter 8 (eommencina
18 with section 14200). and Title 22 California Code of Regulations (CCR), Division 3 (eommencin-
19 with section 50000). all as periodically amended; and by federal Office of Management and Budget
20 (OMB) Circular A-87. as periodically amended.
2- 3. JOINT RESPONSIBILITIES
22 A. CO1,- ` 'Y and CONTRACTOR(S) hereby agree to comply with all the
-2/3 applicable Federal.. State of California and/or local laws and regulations relating to confidentiality.
24 including the confidentiality ol-client intormation, for clients served under this Agreement.
Applicable laws include, but are not limited to, 42 United States Code (USC) section 1320c-9.
6 California W&I Code, section 14100.2 and 22 California Code of Regulations (CC R) section 51009.
27 42 C:FR section 431.300.
28 B. COUNTY and CONTRAC'I-OR(S) accept and agree to comply with the
1 applicable standards set forth in the State of California Department of Health Services, Additional
2 Provisions (for Federally Funded Subvention Aid/I_ocal Assistance Cost Reimbursement
3 Agreements/Grants), which is incorporated by reference and made part of this Agreement as though
4 fully set forth herein.
5 4. CONTRACTOR(S) RESPONSIBILITES
6 A. Using the State Department of Health Services form DHS 7094, conduct an
7 annual time survey for one (1 ) month for Community Rased Organizations's and 1 week per quarter
8 for Local Education Agency's as selected by STATE. The survey will identify all time spent on each
9 of the allowable MAA, non-claiming activities, and General Administration and Paid Time Off
10 (which are proportionately allocated to all activities).
11 B. As a result of COUNTY processing CONTILACTOR(S)' MA-A claims,
12' CONTRACTOR(S) administrative/program support fee due COUNTY shall be:
13 (1) Five percent (5%) ol'FF1' revenue received by LEA COT\TRACTOR(S);
14 and
15 (2) Five percent (5%) of FFP revenue received by CBO CONTRACTOR(S).
16 C. Develop and submit, on a timely basis, required MAA Claim Plans and any
17 subsequent Claim Plan Amendments to COUNTY for submission to STATE.
18 D. Account for the activities of staff conducting MAA activities in accordance with
19 the provisions of California W&I Code section 14132.47 via STATE approved time survey
20 instrument.
21 E. Ensure all participating, CONTRACTOR(S) staff claiming reimbursement
22 through Medi-Cal administrative claiming are appropriately trained and kept informed of applicable
23 MAA information and requirements for claiming.
24 F. Account for any MAA claimed costs resulting from direct charges or the
25 development of transportation rates.
26 G. Ensure that all MAA claiming is conducted in accordance with applicable
27 Fresno County, California State, and Federal regulations, policies and procedures.
2 8 11. Determine appropriate methodologies to compute the percentage of Medi-Cal
- 3 - COUNTY 0-7 FRESNO
Fresno, CA
I recipients on a quarterly basis.
2 1. Compute transportation rates, if applicable, based on actual prior year(s) costs
3 and transport data.
4 J. Ensure that individual staff do not simultaneously claim funds through Targeted
5 Case Management (TCM) and MAA.
6 K. Certif}r the non-Federal match from CONTRACTOR(S) General fund or from
7 any other funds allowed under federal law and regulations, for 'Title XiX funds claimed for MAA
8 activities performed pursuant to California W&I Code 14132.47. Certification will be made for each
9 quarterly invoice submitted through COUNTY to STATE. Ibr payment.
10 I_. Develop procedures for establishing and maintaining files that are consistent
11 with procedures outlined by STATE and COUNTY, and ensure that audit files are kept current.
12 M. Retain all appropriate records and documents for a live (5) year period alter the
13 end of the quarter which the expenditures were incurred. If an audit is in progress, all records relevant
4 to the audit shall be retained until the completion of the audit or the Final resolution of all audit
15 exceptions, deferrals, and/or disallowances whichever is later. The records shall fully disclose the
16 type and extent of MAA performance by appropriate staff. CONTRACTOR(S) shall furnish said
17 documentation and any other information regarding payments for performing MAA, upon request, of
18 COUNTY. STATE, or the federal government subject to confidentiality laws and regulations.
19 N. Designate an employee to act as liaison with COLhTY for issues concerning
2 C this Agreement.
21 O. Provide COUNTY with complete invoice and expenditure information to
22 include in its MAA claim no later than twelve (12) months after the end of the quarter for which the
23 claim is being submitted. This information shall be provided in standardized invoices as provided by
24 STATE via COUNTY. The invoices identify the claim categories to which expenditure data must
25 adhere for insertion into the CMS 64 (State claim for FFI') and shall be submitted by
26 CONTRACTOR(S) to claim MAA costs pursuant to this Agreement. All elements of the Detailed
7 Invoice for the programs being claimed shall correspond to the description of staff and allowable
28 activities outlined in the CON'TRACTOR(S)' claim plan:
- 4 - COUNTY OF FRESNO
1 (1) LEA CONTRACTORS)
2 (a) The maximum rate of federal reimbursement compensation
3 (salary and benefits), travel and training costs of activities qualifying under federal regulations
4 applying to participating staff shall be fifty percent (50%). `fhe maximum rate of reimbursement for
5 all allowable costs other than compensation_ travel and training shall be fifty percent (50%).
6 (b) 'The maximum rate of federal reimbursement is fifty percent
7 (50%) FFP for all costs of subcontractors performing allowable administrative activities.
8 5. COUNTY RESPONSIBILITIES
0 A. Process CONTRACTOR(S) claims for reimbursement of the allowable actual
10 costs of performing MAA necessary for the proper and efficient administration of the Medi-Cal
-- Program.
12 B. Review and submit CONTRACTOR(S) MAA claims to STA'I H within thirty
13 (30) days after receipt by COUNTY. Any claim that cannot be approved shall be returned to
14 CONTRACTOR(S) with a-,witten explanation for the basis of disapproval.
15 C. Forward CONTRACTOR(S) MAA claim funds to CONTRACTOR(S) after
16 their receipt from STATE.
=I D. As a result of claim submittal, COUNTY shall retain the following to support
18 the administration of the MAA program:
19 1. From LEA CONTRACTOR(S). a fee equaling Iive percent (54-') of
20 claim funds received.
2- 2. from CBO CON"fR.ACTOIt(S), a fee equaling five percent (5%) of
2 claim funds received.
23 (a) Four percent (4%) to cover the cost of administering the MAA
24 claiming process including but not limited to: claim plan development in consultation with
25 CONTRAC:TOR(S), claims preparation in consultation with CONTRACTOR(S), technical assistance.
2 6 training and monitoring: and
2 7 (b) One percent (1%) to enhance and/or expand community health
28 and social services within Fresno County.
1 E. Designate an employee to act as liaison with CONTRACTOR(S) for issues
2 concerning this Agreement. All such issues shall be directed to
3 MAA/TC M Coordinator
Human Services Finance,
4 2600 Ventura Street,_ 2"d Floor
5 Fresno, CA 93721
6 F. Maintain copy of'CONTRACfOR(S) MAA claims and associated backup
7 documentation for a period of three (3) years after claim submission; or, i fan audit is in process, three
8 (3) yeas after the completion of the audit.
9 G. Make audit files available to STATE or Federal auditors and respond to
10 inquiries from these entities concerning CONTRACTOR(S) MAA claims.
11 H. Provide CONTRACTOR(S) with a standardized format for the Detailed Invoice
12 and MAA Claiming Plan and any subsequent updates as provided by STATE.
13 1. Make available to CONTRACTOR(S) training and technical support on proper
14 MAA to be claimed, identifying east related to these activities, and billing procedures.
15 J. Review required Claiming Plans and CONTRACTOR(S) initiated amendments
16 to the Claiming Plan. Any amendments that cannot be approved shall be returned to
17 CONTRACTOR(S) with a written explanation of the basis for disapproval.
18 K. Submit COUNTY approved CBO claiming plans and amendments to STA'rE
19 for review and approval.
20 6. GENERAL PROVISIONS
G1 A. This Agreement constitutes the entire Agreement between COUNTY and
22 CONTRACTOR(S). Any condition, provision, or agreement of understanding not stated in this
23 Agreement should not affect any right, duties or privileges in connection with this Agreement.
24 B. STATE and COUNTY shall have the right to access, examine, monitor and
25 audit all records, documents, conditions and activities of CONTRACTOR(S) and their subcontractors
26 related to the programs funded by this Agreement, subject to applicable confidentiality laws and
27 regulations.
28
1 C. The term "days" as used in this Agreement shall mean calendar days unless
2 specified otherwise.
3 D. Should any disagreement arise between COUNTY and CONTRACTOR(S) on
4 any provisions of this Agreement, the parties agree that the same shall be submitted in writing to each
5 other and be the subject of discussion between COLTTY liaison and CONTR.ACTOR(S) liaison
6 herewith designated, and in a good faith effort to achieve resolution. If mutual agreement cannot be
7 reached within thirty (.3 0) days after receipt of the written issue of dispute, CONTRACTOR(S) may
8 request a meeting with COUNTY's Human Services Finance Deputy Director, or designee, to present
9 its concerns. Ifthe Financial Services Officer, or designee cannot meet, COUNTY shall respond in
1 C writing to CONTRACTOR(S), with COU TY's position. Thereafter, the decision of the Financial
11 Semices Officer or designee shall be final. The date of"receipt" shall be the date the written
12 disagreement is postmarked.
13 E. None of the provisions of this Agreement are or shall be construed as for the
14 benefit of or enforceable by any person not a party to this Agreement.
15 F. No covenant, condition, duty, obligation, or undertaking continued or made as
16 part of this Agreement shall be waived except by amendment to the Agreement by the parties hereto,
17 and forbearance or indulgence in any other form or manner by COUNTY or CONTRACTOR(S) in
18 any regard whatsoever shall not constitute a waiver of the covenant, condition, duty, obligation, or
i 9 undertaking to be kept, performed or discharged by the party to which the same covenant may apply;
2 C and until performance or satisfaction of all covenants, conditions, duties, obligations, or undertakings
21 is complete, the other party shall have the right to invoke any remedy available under this
2 2 Agreement, or under law, notwithstanding such forbearance or indulgence.
2 3 G. CONTRACTOR(S) is responsible for the acts or omissions of its employees
24 and/or subcontractors. Submission of a falsified Detailed Invoice by CONTRACTOR(S) shall
25 constitute a breach of Agreement. Submission of a Detailed Invoice for which there is no supporting
26 documentation by CONTRACTOR(S) may constitute a breach of Agreement. The conviction of an
2-7 employee or subcontractor of CONTRACTOR(S), or of an employee of a subcontractor, of any
8 felony or of misdemeanor involving fraud, abuse of any Medi-Cal applicant or beneficiary, or
i abuse of the Medi-Cal Program, shall result in the exclusion of that employee or subcontractor, or
2 employee of a subcontractor, from participation in the MAA claiming, process. Failure of
CONTRACTOR(S) to exclude a convicted individual from participation in the MAA claiming
process, shall constitute a breach of'Agreement.
5 I-I. Exclusion alter conviction shall result regardless ol'any subsequent order under
6 section 1203.4 of the Penal Code allowing a person to withdraw his or her plea of guilty and to enter
7 a plea of not guilty, or setting aside the verdict of guilty, or dismissing the accusation, information, or
8 indictment. Suspension or exclusion of an employee or subcontractor, or of an employee of a
9 subcontractor, from participation in the Medi-Cal Program, the Medicaid Program, or the Medicare
1 C Program, shall result in the exclusion of that employee or subcontractor, or employee of a
11 subcontractor, from participation in the MAA claiming process. Failure ofCONTRACTOR(S) to
12 exclude a suspended or excluded individual from participation in the NIAA claiming process shall
13 constitute a breach ot'Agreement.
4 I. Revocation, suspension, or restriction of the license, certificate, or registration of
5 any employee, subcontractor, or employee of a subcontractor, shall result in exclusion from the
16 MAA claiming process, when such license, certificate, or registration is required Ior the performance
17 of MAA claiming activities. Failure ol'COINTIZACTOR(S) to exclude an individual whose license.
16 certificate, or registration has been revoked, suspended, or restricted_ from participation in the MAA
-g claiming process, may constitute a breach of Agreement.
20 7. TERM
L 1 The term of this Agreement shall become effective retroactive to the 1" day ofJuly
22 2006 and shall tenninate on the 30'h day of June 2008, unless terminated earlier in accordance with
applicable provisions of this Agreement. CONTIZAC'TOR(S) added to this Agreement after July 1,
24 2006 shall become part of the Agreement effective upon execution by all parties.
25 The June 30 termination date specified herein shall be the termination date ttx all
2 6 C ONTRACTOR(S), regardless of when CONTRACTORS) is added to this Agreement.
27 S. TERMINATION
28 A. 'Non-Allocation of Funds - The terms of this Agreement, and the services to be
1 provided thereunder, are contingent on the approval of funds by the appropriating government
2 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
3 Agreement terminated at any time by giving one (1) or all CONTR-ACTOR(S) thirty (30) days
S advance written notice.
5 B. Breach of Contract - COUNTY may immediately suspend or terminate this
6 Agreement in wholc or in part, where in the determination of COUNTY there is:
7 1) An illegal or improper use of funds;
8 2) A failure to comply with any term of this Agreement.,
3) A substantially incorrect or incomplete report submitted to COUNTY;
10 4) Improperly performed service.
11 In no event shall any payment by COUNTY constitute a waiver by COUNTY or
12 any breach of this Agreement or any default which may then exist on the part of CONTRACTOR(S).
13 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
14 breach or default. COUNTY shall have the right to demand of CONTRACTOR(S) the repayment to
17, COLTTY of any funds disbursed to CONTRACTOR(S) under this Agreement, which in the
16 judgment of COLTTY were not expended in accordance with the terms of this Agreement.
17 CONTRACTOR(S) shall promptly refund any such funds upon demand or, at COU�ITY's option,
18 such repayment shall be deducted from future payments owing to CONTRACTOR(S) under this
19 Agreement.
20 C. Without Cause - Under circumstances other than those set forth above, this
21 Agreement may be terminated by CONTRACTOR(S) or COUNTY's Human Services Finance
22 Deputy Director, or designee, or one (1) or more CONTRACTOR(S) upon the giving of thirty (30)
23 days advance written notice of an intention to terminate.
24 D. This Agreement may be amended at any time by mutual written agreement of
23 CONTRACTOR(S) and COUINTTY's Human Services Finance Deputy Director or designee.
26 9. FISCAL PROVISIONS
27 Reimbursement under this Agreement shall be in accordance with Exhibit B "Federal
28 Contract Funds" and made in the following manner:
COUNTY OF FRESNO
Fresno, Ce!
i A. Upon CONTRACTOR(S)' compliance with CONTRACTOR(S)'
2 responsibilities pursuant to Paragraph Four(4) of this Agreement in a satisfactory manner and upon
3 the submission of a quarterly Detailed Invoice, COUNTY agrees to process claims for reimbursement.
4 Reimbursement is conditioned on CONTRACTOR(S) supplying the aforementioned valid and
5 substantiated information satisfactory to COUNTY within the time limits specified in this Agreement.
6 Reimbursement shall not be held pending the submission of similar claims by other claiming units
which have entered into a similar agreement. COUNTY agrees to transfer to CONTRACTOR(S) an
8 amount equal to the Federal share of cost received as reimbursement for the MAA claim submitted by
9 CONTRACTOR(S), less the fee detailed in Paragraph 4B and Paragraph 5D ofthis Agreement.
10 B. Reimbursement shall be made based on each quarterly MAA claim submitted to
11 COUNTY by CONTRACTOR(S) within forty five (45) days after COLTTY's receipt of FFP funds.
12 10. INVOICING
13 A. Invoices shall be submitted quarterly, one (1) original and one (1) copy
14 addressed to:
15 TO: Human Services Finance
16 MAA/TCM Coordinator
2600 Ventura Street, 2"d Floor
17 Fresno, CA 93721
18 This Agreement is valid and enforceable only if CONTRACTOR(S) certifies that
19 sufficient matching funds are available for the purpose ofthis program, This Agreement is also
20 subject to any additional restrictions, limitations, or conditions enacted by the appropriate governing
21 body, which may affect the provisions, term, or funding of this Agreement in any manner.
22 "fhis Agreement will terminate without penalty in the event funding is not appropriated
23 by the U.S. Congress for the subsequent fiscal year. If funds are appropriated for a portion of the
24 fiscal year, this Agreement will terminate, without penalty, at the end of the term for which funds are
25 appropriated.
26 B. Transfer of MAA funds is contingent upon the availability of FFP.
2.7 C. COUNTY will be held hannless from any federal disallowance resulting from
28 payment made to CONTRACTOR(S). If CONTRACTOR(S) have received MAA claim payments, it
shall be liable for any Federal disallowance made with respect to those payments. COUNTY shall
1 recoup from CONTRACTOR(S) the amount of any disallowance in the manner authorized by
2 applicable law and regulations.
3 D. All parties to this Agreement recognize that CONTRACTOR(S) is liable only
4 for its own audit exception and has no liability for any other entity which may enter into an similar
5 Agreement with COL-NTY or STATE for the provision of Vlr1A. CONTRACTOR(S) shall reply in a
6 timely manner to a request for information or to audit exceptions by COUNTY ,STATE, and federal
7 audit agencies that directly relate to the MAA to be performed under this Agreement.
8 11. INDEPENDENT CONTRACTOR
9 In performance ofthe work, duties, and obligations assumed by CONTRACTOR(S)
19 under this Agreement, it is mutually understood and agreed that CONTRAC'I'OR(S), including any
11 and all of C'ONTRACTOR('S)' officers, agents, and employees will at all times be acting; and
12 performing';as an independent contractor, and shall act in an independent capacity and not as an
13 officer, agent, servant, employee,joint venturer, partner, or associate of COUNTY. Furthermore,
14 COUNTY shall have no right to control or supervise or direct the manner or method by which
15 CONTRACTOR(S) shall perform its work and function. Howevcr, COUNTY shall retain the right to
16 administer this Agreement so as to verify that CONTRACTOR(S') is performing; its obligations in
17 accordance with the terms and conditions thereof. CONTRACTOR(S) and COUNTY shall comply
18 with all applicable provisions of law and the rules and regulations, if any, of governmental authorities
19 having;jurisdiction over matters which are directly or indirectly the subject of this Agreement.
2C Because of its status as an independent contractor, CONTRACTOR(S) shall have
21 absolutely no right to employment rights and benefits available to COUNTY employees.
22 CONTRACTOR(S) shall be solely liable and responsible for providing;to, or on behalf of, its
23 employees all legally-required employee benefits. In addition. CONTRACTOR(S) shall be solely
24 responsible and save COUNTY harmless from all matters relating to payment of CONTRAC'fOR(S)'
25 employees, including; compliance with Social Security, withholding, and all other regulations
26 governing; such matters. It is acknowledged that during; the term of this Agreement,
27 CONTRACTOR(S) may be providing services to others unrelated to COUNTY or to this Agreement.
28
CFI
1 12. INSURANCE
2 Without limiting COiNTY's right to obtain indemnification from CONTRACTOR(S)
3 or any third parties, C:ONTRACTOR(S), at its sole expense, shall maintain in full force and effect the
4 following insurance policies or a program of self-insurance, including but not limited to, an insurance
5 pooling arrangement or Joint Powers Agreement (JPA) throughout the term of this Agreement:
6 A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
8 Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars (S2,000,000). This policy shall be issued on a per occurrence basis.
9 COUNTY may require specific coverage including completed operations,
10 product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
11 because of the nature of the Agreement.
1 L B. .Automobile Liability
13 Comprehensive Automobile Liability Insurance with limits for bodily injury of
14 not less than'Two Hundred Fifty"Thousand Dollars ($250,000) per person, Five
IIundred Thousand Dollars ($500,000) per accident and fir property damages of
15 not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
16 should include owned and non-owned vehicles used in connection with this
17 Agreement.
18 C. Professional Liability
19 if CONTRACTOR employs licensed professional staff(e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
2 limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
21 Million Dollars ($3,000,000) annual aggregate.
22 D. Worker's Compensation
23 A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
24
25 CONTRACTORS) shall obtain endorsements to the Commercial General Liability
26 insurance naming the County of Fresno, its officers, assents, and employees, individually and
27 collectively, as additional insured, but only insofar as the operations under this Agreement are
28 concerned. Such coverage for additional insured shall apply as primary insurance and any other
- 12 - COUNTY OF FRESNO
Yresro, C?,
1 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
2 excess only and not contributing with insurance provided under CONTRACTOR(SY policies herein.
3 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
e written notice given to COUNTY.
5 Within thirty (30) days from the date CONTRACTOR(S) signs this Agreement,
6 CONTRACTOR(S) shall provide certificates of insurance and endorsements as stated above for all of
7 the foregoing policies, as required herein, to the County of Fresno, 2600 Ventura Street, 2"d Floor, ,
8 Fresno, California, 93721, Attention: MAA/'TCM Coordinator, stating that such insurance coverages
9 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees
10 will not be responsible for any premiums.on the policies; that such Commercial General Liability
11 insurance names the County of Fresno, its officers, agents and employees, individually and
12 collectively, as additional insured, but only insofar as the operations under this Agreement are
13 concerned; that such coverage for additional insured shall apply as primary insurance and any other
14 insurance, or self'-insurance, maintained by COUNTY, its officers, agents and employees, shall be
13 excess only and not contributing with insurance provided under CONTRACTOR(S)' policies herein:
16 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
17 advance, written notice given to COUNTY.
18 In the event CONTRACTOR(S) fails to keep in effect at all times insurance coverage as
19 herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
20 Agreement upon the occurrence of such event.
21 All policies shall be with admitted insurers licensed to do business in the State of
22 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
23 of B+ FSC VIII or better.
24 13. MODIFICATION
25 Any matters of this Agreement may be modified from time to time by the written
26 consent of all the parties without, in anyway affecting the remainder.
27 Notwithstanding the above, changes to the mutual objectives, the responsibilities, and
2 8 the administrative/program support fee set forth in this Agreement may be made with the mutual
13 - co'_'NTv F7:SNT.D
1 written approval of COUNTY's HSS Director, or designee and CONTRACTOR(S).
2 14. NON-ASSIGNMENT
3 COUNTY and CONTRACTOR(S) shall not assign, transfer or sub-contract this
4 Agreement nor their rights or duties under this Agreement without the prior ,witten consent of
3 COL,7TY and the individual CONTRACTOR(S.) seeking to make such assignment.
6 15. HOLD-HARMLESS
7 CONTRACTOR(S) agrees to indemnif%!, save, hold harmless, and at COUNTY's
8 request, defend COUNTY, its officers, agents and employees from any and all costs and expenses,
9 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting
10 to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR(S)., its
11 officers, agents or employees under this Agreement, and from any and all costs and expenses,
12 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting
13 to any person, firm or corporation who may be injured or damaged by the performance, or failure to
14 perform, of CONTRACTOR(S.). its officers, agents or employees tinder this Agreement. In addition,
15 CONTRACTOR(S) agrees to indemnify COUNTY for Federal, State of California and/or local audit
16 exceptions resulting from noncompliance herein on the part of CONTRACTOR(S).
17 16. CONFLICT OF INTEREST
18 No officer, agent, or employee of COUNTY who exercises any function or
19 responsibility for planning and carrying out the services provided under this Agreement shall have
20 any direct or indirect personal financial interest in this Agreement. CONTRACTOR(S) shall comply
21 with all Federal, State of California, and local conflict of interest laws, statutes, and regulations,
22 which shall be applicable to all parties and beneficiaries under this Agreement and any other officer,
23 agent or employee of COUNTY.
24 17. CONFIDENTIALITY
25 All services performed by CONTRACTORS) under this Agreement shall be in strict
26 conformance with all applicable !Federal, State of California and/or local laws and regulations relating
27 to confidentiality, including but not limited to, California Civil Code section 56 ei seq., California
28 W&I Code sections 5328, 10850 and 14100.2, Health and Safety Code sections 11977 and 11812, 22
- 14 - COUNTY O FRESNO
Fresno, CA
1 California Code of Regulations section 51009 and 42 Code of Federal Regulations (C.F.R.) section
2 2.1 et seq.. CONTRACTOR(S) shall submit to COUNITY's monitoring of said compliance with all
3 State and Federal statutes and regulations regarding confidentiality. CONTRACTOR(S) shall ensure
c that no list of persons receiving services under this contract is published, disclosed, or used for any
5 other purpose except for the direct administration of the program or other uses authorized by law that
6 are not in conflict with requirements for confidentiality.
7 Except as othenvise provided in this Agreement, CONTRACTOR(S), as a Business
8 Associate of COUNTY, may use or disclose protected health information ("PHI'') to perform
9 functions, activities or services for or on behalf of COUNTY, as specified in this Agreement,
10 provided that such use or disclosure shall not violate the Health Insurance Portability and
11 Accountability Act (HIPAA), United States Code (U.S.C.) 1 320d et seq., and its implementing
12 regulations including but not limited to 45 C.F.R. Parts 142, 160. 162_ and 164 (hereafter known as
13 "the Privacy Rule"). The uses and disclosures of PHI may not be more expansive than those
14 applicable to COUNTY, as the "Covered Entity" under the Privacy Rule, except as authorized for
15 management, administrative or legal responsibilities of the Business Associate.
16 CONTRACTOR(S) shall not use or further disclose PHI other than as permitted or
17 required by this Agreement, or as required by law.
18 CONTRACTOR(S) shall use appropriate safeguards to prevent use or disclosure of PHI
19 other than as provided for by this Agreement.
20 CONTRACTOR(S) shall report to COUNTY any use or disclosure of the PHI not
21 provided for by this Agreement.
22 CONTRACTOR(S) shall ensure that any agent, including any subcontractor, to which
23 CONTRACTOR(S) provides PI-1I received from, or created or received by CONTRACTOR(S) on
24 behalf of COUNTY, shall comply with the same restrictions and conditions that apply through this
/-5 Agreement to CONTRACTOR(S) with respect to such information.
26 CONTRACTOR(S) 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 C.F.R. §
28
1 164.501), to an Individual or to COUNTY to meet the requirements of 45 C.F.R. section 164.524
2 regarding access by Individuals to their PHI.
3 CONTRACTOR(S) shall make any amendment(s) to PHI in a Designated Record Set
4 that COUNTY directs or at the request of COUNTY, and in the time and manner designated by
5 COUNTY in accordance with 45 C.F.R. section 164.526.
6 CONTRACTOR(S) shall document such disclosures of PI-1I and information related to
7 such disclosures as would be required for COUNTY to respond to a request by an Individual liar an
88 accounting of disclosures of PHI in accordance with 45 C.F.R. section 164.528. CONTRACTOR(S)
9 shall provide to COUNTY or to an Individual, in a time and manner designated by COUNTY,
-0 information collected in accordance with 45 C.F.R. section 164.528, to permit COLTTY to respond
11 to a request by the Individual for an accounting of disclosures ot'PHI in accordance with 45 C.F.R.
section 164.538.
13 CONTRACTOR(S) shall make internal records related to the use, disclosure, and
-4 privacy protection of PHI received from COUNTY, or created or received by CONTRACTOR(S.) on
15 behalf of COUNTY available to COUNTY or to the Secretary of the United States Department of
-6 Health and Human Services for purposes of investigating or auditing COUNTY's compliance with the
17 Privacy Rule, in a time and manner designed by COUNTY or the Secretary.
-B Upon termination of this Agreement for any reason, CONTRACTOR(S) shall return or
19 destroy all PHI received from COUNTY, or created or received by CONTRACTORS) on behalf of
20 COU1\TY. This provision shall apply to PH I in possession of subcontractors or agents of
21 CONTRACTOR(S). CONTRACTOR(S), its agents or subcontractors shall retain no copies of the
22 PHI. In the event that CONTRACTOR(S) determines that returning or destroying the PHI is not
23 feasible, CONTRACTOR(S) shall provide COUNTY notification of the conditions that make return
24 or destruction infeasible. Upon mutual agreement of the parties that the return of the PHI is not
25 feasible, CONTRACTOR(S) shall extend the protections of this Agreement to such PHI and limit
26 further use and disclosures of such PHI for so long as CONTRACTOR(S). or any of its agents or
27 subcontractors, maintains such PH I.
28
- - i `UN^Y OF _REc N.
=e r: CA
1 The Parties agree to take such action as is necessary to amend this Agreement as
2 necessary for COUNTY to comply with the requirements of the Privacy Rule and its implementing
regulations. Any such changes may be made with the written approval of COUNTY's Human
4 Services System Director or designee.
CONTRACTOR(S) shall mitigate, to the extent practicable, any harmful elTect that is
6 known to CONTRACTOR(S) of a use or disclosure of PHI by CONTRACTOR(S) in violation of the
7 requirements of this Agreement.
8 18. NON-DISCRIMINATION
9 During the performance of this Agreement, CONTRACTORS) shall not unlawfully
10 discriminate against any employee or applicant for employment, or recipient of sen ices, because of
11 race, religion, color, national origin, ancestry, physical or mental disability, medical condition (cancer
12 related), martial status, age (.over 18) or gender, sexual orientation, pregnancy, marital status
13 pregnancy pursuant to all applicable California State and Federal statutes and regulations.
14 19. COMPLIANCE WITH LAW
is In the performance of their respective obligations contemplated by this Agreement, each
16 party agrees to comply with all applicable local, California State and Federal laws and regulations as
17 those laws and regulations may change from time-to-time.
18 20. SEVERABILITY
19 In the event any provision of this Agreement shall be held invalid or unenforceable by a
20 court of competent jurisdiction, such holdings shall not affect the validity or enforceability of the
21 remaining provisions of this Agreement.
22 21. LIMITATION OF STATE/COUNTY LIABILITY
23 A. Notwithstanding any other provision of this Agreement.. STATE and COUNTY
24 shall be held harmless, in accordance with Paragraphs B and C below_ from any Federal audit
25 disallowance and interest resulting from payments made to CONTRACTOR(S)pursuant to the
26 California W&I Code section 14132.47, and this Agreement, less the amounts already submitted to
27 STATE pursuant to California W&I Code section 14132.47 (m) for the disallowed claim.
28 B. To the extent that a Federal audit disallowance and interest results from a claim
- 17 - COUNTY OF PR-SNC
CA
1 or claims for which CONTRACTOR(S) has received reimbursement for MAA claims, COUNTY
2 shall recoup within thirty (30) days from CONTRACTOR(S) which submitted the disallowed claim
3 through offsets to pending and future claims or by direct billing, amounts equal to the amount of the
4 disallowance plus interest in that fiscal year, less the amount already remitted to STATE pursuant to
5 California W&I Codes sections 14132.47 (m) for the disallowed claims. All subsequent claims
6 submitted to COUNTY applicable to any previously disallowed MAA claim, may be held in
7 abeyance, with no payment made, until the Federal disallowance issue is resolved.
8 C. To the extent that a Federal audit disallowance and interest results from a claim
9 or claims for which CONTRACTOR(S) has received reimbursement for MAA claims performed by a
10 non-governmental entity under Agreement with, and on behalf of, CONTRACTOR(S). STATE, and
11 COUNTY shall be held harmless by CON"IRACTOR(S) for 100 percent (100%) of the amount of any
12 such final Federal audit disallowance and interest, less the amounts already remitted to STATE
13 pursuant to California W&I Code section 14132.47 (m) for the disallowed claim.
14 22. SINGLE AUDIT CLAUSE
15 As a subrecipient of Federal financial assistance, CONTRACTOR(S), agrees to provide
1 c a copy of its audit report, performed in accordance with the requirements of the Single Audit Act of
17 1984 (31 USC section 7502) and subject to the terms of Office of Management and Budget (OMB)
18 Circulars (A-110, A-122, and A-133), to the County of Fresno. Such audit shall be delivered to
19 COUN Y's Human Services Finance, for review not later than nine (9) months after the close of the
20 subrecipient's fiscal year in which the funds supplied through this Agreement are expended and/or
21 received for this program. The audit must include a statement of findings or a statement that there
22 were no findings. (f there were negative findings, CONTRACTOR(S) must include a corrective
23 action plan signed by an authorized individual. Failure to comply with this Act may result in
24, COUNTY performing the necessary audit tasks, or, at COUNTY's option, contracting with a
25 qualified accountant to perform this audit. All audit costs related to this Agreement are the sole
26 responsibility of CONTRACTOR(S) who agrees to take corrective action to eliminate any material
27 noncompliance or weakness found as a result of such audit. Audit work performed by COUNTY
28 under this paragraph shall be billed at COUNTY cost as determined by COUN'IY'S Auditor-
- 1P — COUNTY 0= c'RES5.O
1 Controller-`frcasurer-Tax Collector.
2 23. ADDITION/DELETION OF CONTRACTOR(S)
3 COUNTY's Human Services Finance Deputy Director, or designee, reserves the right at
4 any time during the term of this Agreement to add new CONTRACTOR(S) to those contained in
5 Exhibit A, attached hereto.
6 It is understood any such addition will not affect reimbursement paid to the other
7 CONTRACTOR(S) and therefore such additions may be made by COUNTY without notice or
8 approval of other CONTRACTOR(S) under this Agreement. 'These same provisions shall apply to
9 deletion of any CONTRACTOR contained in Exhibit A, attached hereto, except that deletions shall be
1C by written mutual agreement between COUNTY and the particular CONTRACTOR to be deleted or
1 i shall be in conformance with the provisions of Paragraph Eight (8) of this Agreement.
12 24. SEPARATE AGREEMENT
13 The parties mutually understand that this Agreement does not, in anyway, create a joint
14 venture among the individual CONTRACTOR(S). By execution of the Agreement,
15 CON"TRACTOR(S) understand that a separate Agreement is formed between each individual
16 CONTRACTOR(S) and COL-NTY.
17 25. AUDITS AND INSPECTIONS
18 CONTRACTOR(S) shall at any time during business hours and as often as COUNTY
19 may deem necessary, make available to COUNTY for examination all of its records and data with
20 respect to the matters covered by this Agreement. CONTRACTOR(S) shall, upon request by
21 COUNTY, permit COUNTY to audit and inspect all such records and data necessary to ensure
22 CONTRACTOR(S) compliance with the terms of this Agreement.
2 3 If this Agreement exceeds Ten Thousand and No/I 00 Dollars (S 10,000.00),
24 CONTRACTOR(S) shall be subject to the examination and audit of the State Auditor General for a
2 5 period of three (3) ;ears after final payment under contract (California Government Code section
26 8546.7).
27 26. NOTICES
28 The persons having authority to give and receive notices under this Agreement and their
Fresnc, CA
1 addresses include the following:
2 COL-NTY CONTRACTOR(S)
J Deputy Director, Fresno County SEE EXHIBIT A
4 Human Services Finance
2600 Ventura Street, 2"d Floor
5 Fresno, CA 9i 721
6
Any and all notices between COUNTY and CONTRACTOR(S) provided for or
7
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
8
personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
9
United States Mail, postage prepaid, addressed to such party.
10
27. GOVERNING LAW
11
The parties agree, that for the purposes of venue, performance under this Agreement is
12
to be in Fresno County, California.
13
The rights and obligations of the parties and all interpretation and performance of this
?4
Agreement shall be governed in all respects by the laws of the State of California.
15
28. ENTIRE AGREEMENT
10
This Agreement, including all exhibits, constitutes the entire agreement between
7
CONTRACTOR(S) and COUNTY with respect to the subject matter hereof and supersedes all
18
previous agreement negotiations, proposals, commitments, writings, advertisements, publications, and
19
understandings of any nature whatsoever unless expressly included in this Agreement.
20
21
2'J
24
111
25
111
26
27
2C
2(, - COUNTY OF F:cESNO
Fresno, CA
1 IN WI'INESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove Nwitten:
3 ATTEST:
4 BERNICE E. SEIDEL, Clerk COUNTY OF I~RESNO
5 Board of Supervisors
6
7 By l CX.�/Ll� By
8 Chairman, Board of'Supervisors
9 APPROVED AS TO LEGAL FORM: CONTRACTOR(S): MAY 2 2 2007
DENNIS A. MARSHALL, SEE SIGNATURE. PAGES ATTACHED
10 COIJI\TY CO11)'SEL
1h
By
13
14 APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
-5 TREASL,RER-TAX COLLECTOR
16
17
By
18
19
20
21
22
23
24
25
26
Fund/Subclass: 0001/10000
27 Organization: 56008545
,8 Revenue 4383
L
2'- - COUNTY OF F:?ESNO
' I
I C ONTRACf-OR:
CEN-1-R-Al. UNIFIED SCHOOL DISTRICT
L
5 Print Nome: John Mulligan
r�
7 Tide: Associate Superintendent/Finance
C,
:J
Tax I.D. No.:
it
�1ailill Address:
Central Unified School District
II 4()()5 N. Polk AVeizuc, Room 4
Fresno, CA 9',
Phony No.: (5.5 74-4-c�i►
Coni'm: Dante! Safreno
� r
l� 1
1 C;
21
GC
7`)
L.)
L'll
r
I CONTRACTOR:
CLOVIS UN'IF I ED SCHOOL DISTRICT
1
By
r�
Print Name: Michael Johnston _ __
7 Title: Assistant Superintendent
of Business Services
P
Tax I.D. No.:
10
11
Mailing Address:
12 Clovis Unified School District
1450 I lerndon Avenue
1 Clovis, CA 9301 1
14 Phone No.: (559) 327-9127
Contact: Michael Johnston
15
16
17
lP
1.9
20
21
22
2'J
24
25
26
27
I C-QNTRACT()R:
Kl'!S'GS CANNON JOINT UNIFIED SCHOOL DISTRICT
13V
4
.7.
Print Name:
7 Title:
8
r4 Tax NIMM
io
ii Mailiniz Address:
]2 Kings Canyon Joint Unified School District
Washington Avenue
-3 Ikeedlev.CA 93654
llhcvne No.: (559)63 0 ext l2f4
Coilla.cr ,ldelc NikkeiDeklted:JLoLn Limcheid
............ .................................... ------------------------------------------
15
1-6
i9
20
-1
22
23
24
25
26
27
28
24 COUNTY OF FRESNO
Fresno, CA
CONTRACTOR:
2 SELMA UNIFIED SCHOOL DISTRICT
By
Print Name:
6
Title:
9
Fax I.D. No.:
10
11
)flailing address:
1? Selma Unified School District
3036 Thompson Avenue
1� Selma, CA 93662
Phone No.: (559) 898-6500
Contact: 'Theresa Wood
15
16
17
18
19
20
21
2 J
24
25
ii
27
28
- 25 - COUNTY OF FRESNO
Fresno, CA
1 CONTRACTOR:
2 SANGER UNIFIED SCHO L DISTRICT
3
By Aw4u�
4
5Print Name: GGA C LA.! n,a 0 ►ti
6
1
7 Title: :- L-k' -UkL.iL4.l=.'_?:
s
9 �
Tax I.D. No.:
10
11
Mailing Address:
12 Sanger Unified School District
1905 Seventh Street
13 Sanger, CA 93657
14 Phone No.: (559) 875-6521
Contact: Cindy Toews
1.5
16
17
18
19
20
21
22
2.3
24
25
26
27
28
- 26 - COUNTY OF FRESNO
Fresno, CA
21 I-NION III(Al SCIMQLbltil ltlf
71 Ildic:
S
1). Nil.:
Kjailing, i\ddrcss:
(j;ljon Hi�L.-LJ.,iol DisILI.-
I.I.Quo=YA 93700
Mony N, 'oA (5541495-88W)
(illlacr. Iou f
15
16
A
2i
22
23
24
'15
26
27 OF FP�SK
Fms"). CA
1 CONTRACTOR:
WEST HILLS COMMUNITY COLLEGE
2
3 �
4 B` /
5 Print Dame: Dr. Frank Gornic - t-
6
7 Title: Chancellor
8
9
10 Tax I.D. No.:
11
Mailin Address:
12 Nest Hills Community College
9900 Cody St
13 Coalinga, CA 93210
14 Phone No.: (559) 925-3217
Contact: Don Warkentin
15
16
17
18
19
20
21
22
23
24
25
26
27
28
27 COUNTY OF FF.e?SNO
Fresno, CA
CONTRACTOR:
2 PARLIER UNIFIED SCHOOL DISTRICT
By
c
Print Name:
6
7 Title:
8
9 Tax I.D. No.:
10
11 Mailing Address:
Parlier Unified School District
12 900 Newmark Avenuc
Parlier, CA 93648
-� Phone No.: 059) 888-2005 ext, 202
Contact: Wayne Massie
15
16
17
18
19
0
2-
22
24
25
2.6
27
''6
13
07
1 CONTRACTOR:
WEST PARK SCHOOL DISTRICT
2
3 B
4 II
5 Print Name: Eat` h TAsU
6
7 Title:
8
Tax I.D. No.:
10
11 Mailing Address:
12 West ['ark School District
2695 S. Valentine Avenue
13 Fresno, CA 93706
14 Phone No.: (559) 233-6501
Contact: Cindy Caress
15
16
17
18
19
20
? I
22
23
24
25
26
27
28
29 COUNTY OF FRFSNO
Fresno, CA
Exhibit A
CONTRACTOR(S)
CENTRAL UNIFIED SCHOOL DISTRICT
4605 N. Polk Avenue, Room 4
Fresno, CA 93722
Phone No.: (559) 276-5254
Contact: Trina Frazier
Tax I.D. No.: 77-0559747
CLOVIS UNIFIED SCHOOL DISTRICT
1450 Herndon Avenue
Clovis, CA 93611
Phone No.: (559) 327-9465
Contact: Michael Johnston
Tax I.D. No.: 94-6002212
DINGS CANYON ,IOI)\T UNIFIED SCHOOL DISTRICT
1280 E. Washington Avenue
Reedley, CA 93654
Phone No.: (559) 6-3 7-1210
Contact: Janet l,inscheid
Tax I.D. No.: 94-6002210
SANGER UNIFIED SCHOOL DISTRICT
1905 Seventh Street
Sanger, CA 93657
Phone No.: (559) 875-6521
Contact: Cindy Toews
Tax I.D. No.: 69-0933286
WASHINGTON UNION HIGH SCHOOL DISTRICT
6041 S. Elm Ave
Fresno, CA 93706
Phone No.: (559) 485-8805
Contact: Joey Campbell
Tax I.D. No.:
i 8Q4afsx
Exhibit A
WEST HILLS COMMUNITY COLLEGE
300 Cherry Lane
Coalinga, CA 93210
Phone No.: (559) 925-3217
Contact: Don Warkentin
Tax I.D. No.: 77-0186793
WEST PARK SCHOOL DISTRICT
2695 S. Valentine Avenue
Fresno, CA 93706
Phone No.: (559) 233-6501
Contact: Cindy Caress
Tax I.D. No.:
1804afsx