HomeMy WebLinkAbout15304 Agreement No. 07-180
MASTER AGREEMENT TARGETED CASF MANAGEMENT (TCM)
2 THIS AGREEMENT is made and entered into this 22nd day of Mav ,
3 2007, by and between COUNTY OF FRESNO, a Political Subdivision of the State of California,
4 hereinafter referred to as "COUNTY", and each contractor listed in Exhibit A, attached hereto and by
this reference incorporated herein, and collectively hereinafter referred to as "CONCRACTOR(S)",
r and such additional contractors as may, from time to time during the term of this Agreement, be
7 added by COUNTY.
8 WITNESSETH:
9 WHEREAS, COUNTY is mandated by 42 USC section 1396 et seq., 42 CFR Part 400 et seq.,
1 i3 45 CFR Part 95, California Welfare & Institutions Code, Division 9, Part 3, Chapter 7 (commencing
1 with section 14000) and Chapter 8 (commencing with section 14200), Title 22 CCR, Division 3
=� (commencing with section 50000), all as periodically amended, State of California issued policy
directives, and by Federal Office of Management and Budget (OMB) Circular A-87, as periodically
4 amended, to provide Target Case Management (TCM) Services to Fresno County Medi-Cal recipients
to access needed medical, social, educational, and other applicable support services: and
= WTIEREAS, the State of California, hereinafter referred to as STATE, and COUNTY have
-7 entered into an Agreement for COLNTY to provide TCM services to Medi-Cal eligible individuals;
and
WHEREAS, COUNTY is in need of qualified TCM providers to assist in ensuring the access
20 and availability of support services to Fresno County Medi-Cal eligible individuals; and
2 1 WHEREAS, CONTRACTOR(S) maintains a unique relationship with Fresno County Medi-Cal
22 eligible individuals and also possesses the expertise in identifying and assessing the medical, social,
23 educational, and other needs of the Medi.-Cal eligible individuals it serves; and
24 WHEREAS, CONTRACTOR(S) is willing, able and qualified to provide such services
25 pursuant to the terms and conditions of this Agreement.
26 NOW, THEREFORE, in consideration of their mutual convenants and conditions, the parties
27 hereto agree as follows:
28
1 - COUN Y OF FRL'SNO
Fresno,CA
1 1. SERVICES TO BE PROVIDED BY CONTRACTOR(S)
2 A. Targeted Case Manaaement
3 CONTRACTOR(S) recognizes that COUT TY provides Medi-Cal 'TCM services
4 under Agreement No. 10-0104 with the State Department of Health Services and that under said
5 Agreement No. 10-0104, the STATE imposes certain requirements on COLTTY and its
6 subcontractors. CON1•ItACTOR(S) shall adhere to all of STATE's requirements, including those
7 identified in State Agreement No. 10-0104, by this reference incorporated herein.
8 CONTRACTOR(S) also agrees to comply with the terms and conditions of the State TCM Provider
y Participation Agreement between COUNTY and the State Department of Health Services, the
10 appropriate TCM State Plan Amendment, the TCM Provider Manual, and COUNTY and State Policy
-- and Procedure Letters (PPL's). all incorporated herein by reference.
12 In addition, CONTRACTORS) accepts and agrees to comply with all of the
-3 applicable standards set forth in the State Department of Health Services, Additional Provisions (for
14 Federally Funded Subvention Aid/Local Assistance Cost Reimbursement Agreements/Grants), by this
-5 reference incorporated herein.
16 B. TCM activities performed by CONTRACTOR(S) shall be eligible for Title XIX
17 Federal Financial Participation (FFP) only when they are provided in accordance with a Federally
18 approved State Plan Amendment for TCM services.
19 C. CONTRACTORS) shall provide the following "1'CM activities to eligible Medi-
20 Cal clients, depending on each client's individual needs, that shall include, but is not limited to:
21 1. Assessment: Analyzing each client's need for medical, social,
22 educational and other services to determine appropriate resources and develop a service plan.
23 2. Service Plan Development: Includes the development of a written,
24 comprehensive, individual service plan based upon the assessment of the client, which identities the
25 activities and assistance needed by the client to accomplish the objectives developed between the
26 client and CONTRACTOR(S)' case manager. The service plan shall describe the nature. frequency
27 and duration of the activities and assistance that meet the client's individual needs. Specific client
28 objectives are discussed and strategies for achieving the stated objectives are identified. This shall
COUNTYOl�FRI:SNO
Fresno,CA
1 include, but not be limited to, informing the client and/or parent of the resources available through
community based organizations, and providing information and referrals for obtaining services
through such community programs.
4 3. Linkages and Consultation: Implementing the service plan, which shall
5 include but not be limited to consultation with community service providers, interagency coordination
6 on behalf of the client, and referral of the client to needed medical, social, educational and other
7 services, as well as follow-up within thirty (30) days to ensure the client receives such services.
8 4. Assistance in Accessing Services: As necessary, CONTRACTOR(S)
9 shall facilitate communication between the client and other community service providers that may
10 include but not be limited to, arranging appointments and transportation to medical, social,
11 educational, and other services. CONTRACTOR(S)' case manager shall arrange for interpreter
12 services, as appropriate.
18 S. Crisis Assistance Planning: The evaluation, coordination, and arranging,
14 of immediate services or treatment needed in situations that appear to be emergent in nature or which
15 require immediate attention or resolution in order to avoid, eliminate or reduce a crisis situation for a
16 specific client.
1� 6. Periodic Review: Consistent with the client's needs,
18 CONTRACTOR(S)' case manager must periodically reevaluate the client's progress toward
19 achieving plan objectives, as identified in the client's service plan, at a minimum every six (6)
20 months. Based upon this review, CONTRACTOR(S) shall determine what changes to the client's
21 plan should be made, if any, or if the current case management services are still appropriate.
22 D. Other Requirements
23 1. CONTRACTOR(S) agrees to attend meetings and training sessions as
24 required by COUNTY and shall designate an employee to act as a liaison with COUNTY for
2 5 purposes of this Agreement.
2 6 2. CONTRACTOR(S) shall submit an annual TC Ul cost report, in
27 accordance to Paragraph Seventeen 0 7) of this Agreement.
28 �. CONTRACTOR(S) shall maintain all records of expenditures incurred
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Fresno,CA
I for TCM services, further described in Paragraph Eighteen (18) of this Agreement.
2 E. Annual Time Study: CONTRACTOR(S) agrees to conduct an annual time
3 study survey for one (1) month, with the month selected by STATE, using State Department of'Health
4 Services forms that will be distributed by COUNTY to CONTRACTOR(S). The survey will identify
5 time spent on allowablc TCM activities, non-claimable activities, and general administration and paid
6 time off, the latter two (2) of which are allocated to all activities.
7 P. TCM Non-Duplication of Services: CONTRACTOR(S) shall provide TCM
B services to eligible Medi-Cal clients in a manner that ensures coordination and continuity of care
9 among other community service providers, with attention to avoiding duplication of comparable
10 services by other TCM service providers. CONTRACTOR(S) shall be responsible to ensure that no
11 duplication of TCM services are provided and that communication among TCM service providers are
12 maintained to avoid such duplication. CONTRACTOR(S) shall be responsible for the following
13 when beginning services for a client:
-4 1. CONTRACTOR(S)_ case manager(s) will identify with the client what
15 other community agencies are providing care and services, and shall determine if there are other TCM
16 service providers that are providing services.
17 2. If it is determined that the client is receiving TCM services from another
18 TCM service provider, CONTRACTOR(S)' case manager will discuss the client's case with the other
19 TCM service providers case manager and determine which agency shall continue to provide TCM
2C services to the client.
21 G. Fee Mechanism for TCM: CONTRACTOR(.S) shall ensure that a fee
22 mechanism is in place whereby all recipients of TCM services are charged a tee, as appropriate under
23 the fee mechanism. CONTRACTOR(S) shall not claim Federal reimbursement under this Agreement
24 for any TCM service provided free of charge, due to the lack of an appropriate tee mechanism.
25 H. Case Manager Qualifications for'I'CM: CONTRACTOR(S) shall ensure that all
26 of CONTR4CTOR(S) Medi-Cal TCM case managers meet the minimum qualifications, as set forth
27 in the applicable Medi-Cal State Plan Amendment, by this reference incorporated herein.
28 HI
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Fresnn,CA
1 1. CONTRACTOR(S) shall be responsible for the acts or omissions of its
2 employees and/or subcontractors.
3 J. Submission of a falsified claim by CONTRACTOR(S) shall constitute a breach
4 of this Agreement. Submission of a claim for which there is no supporting documentation shall
5 constitute a breach ofthis Agreement.
6 K. `f he conviction of an employee or subcontractor of CONTRACTOR(S), or of an
7 employee of a subcontractor, of any felony or of a misdemeanor involving fraud, abuse of any Medi-
8 Cal beneficiary, or abuse of the Medi-Gal program, shall result in the exclusion of that employee or
9 subcontractor, or employee of a subcontractor, from participation in the Medi-Cal TCM Program.
10 Failure of CONTRACTORS) to exclude a convicted individual ITom participation in the Medi-Cal
11 TCM Program. shall constitute a breach of this Agreement.
12 I.. Exclusion after conviction shall result regardless of any subsequent order under
13 section 1203.4 of the Penal Code allowing a person to withdraw his or her plea of guilty and to enter a
14 plea of not guilty, or setting aside the verdict of guilty, or dismissing the accusation, information, or
15 indictment.
6 M. Suspension or exclusion of an employee or a subcontractor, or of an employee
17 of'a subcontractor, from participation in the vledi-Cal Program, the Medicaid program, or the
18 Medicare Program, shall result in the exclusion of that employee or subcontractor, or employee of a
19 subcontractor, from participation in the Medi-Cal TCM Program. Failure of CONTRACTOR(S.) to
C exclude a suspended or excluded individual from participation in the Medi-Cal TCM Program shall
21 constitute a breach of this Agreement.
22 N. Revocation, suspension, or restriction of the license, certificate, or registration of
23 any employee, subcontractor, or employee of a subcontractor, shall result in exclusion from the Medi-
24 Cal TCM Program, when such license, certificate, or registration is required for the provision of
25 Medi-Cal TCM services. Failure of CONTRACTORS) to exclude an individual whose license,
26 certificate, or registration has been revoked, suspended, or restricted, from the provision of Medi-Cal
27 TCM services, may constitute a breach of this Agreement.
28
COUNT"ON FRESNO
17 resno,t::_\
2. COUNTY RESPONSIBILITIES
2 A. COUNTY shall:
3 1. Process CONTRACTOR(S) invoices for reimbursement for the
4 allowable costs of performing TCM services necessary for the proper and efficient administration of
5 the Medi-Cal program.
6 2. Provide CONTRACTOR(S) with a standardized format for the invoice,
7 annual cost report format and instructions, and any subsequent updates as provided by the STATE.
8 3. Make available to CONTRACTOR(S) training and technical support on
9 proper TCM services to be claimed for reimbursement.
1 C 4. Monitor CONTRACTOR(S) activities through on-site visits. COUNTY
11 shall notify CONTRACTORS) at least twenty-four (24) hours in advance of such an on-site visit.
12 5. Provide timely review of the TCM Cost Report and TCM invoices. The
13 approved Cost Report and invoices shall be submitted to the State Department of Health Services
14 within the deadlines prescribed by the STATE.
15 6. Designate a liaison with CON'l RACI'OR(S) for issues regarding this
16 Agreement. All issues shall be directed to:
MAA/TCM Coordinator
17 Human Services Finance
18 2600 Ventura Street
Fresno, CA 93721
, g
3. GENERAL PROVISION
20
A. The term "days" as used in this Agreement shall mean calendar days unless
21
specified otherwise.
22
B. No covenant, condition, duty, obligation, or undertaking made as part of this
23
Agreement shall be waived except by amendment of the Agreement by the parties hereto, and
24
forbearance or indulgence in any other form or manner by either COUNTY or CONTRACTOR(S) in
25
any regard whatsoever shall not constitute a waiver of the covenant, condition, duty, obligation, or
26
undertaking to be kept, performed or discharged by the party to which the same conditions, duties,
27
obligations or undertakings is complete, the other party shall have the right to involve any remedy
28
available under this Agreement, under law, notwithstanding, such forbearance or indulgence.
Fresno,CA
1 C. Should any disagreement arise between the COUNTY and CONTRACTOR(S)
2 on any provisions of this Agreement, the parties agree that the same shall be submitted in writing to
3 each other and be the subject of discussion between COUNTY liaison and CONTRACTOR(S) liaison
4 herewith designated. and in a good faith effort, to achieve resolution. I1'mutual agreement cannot be
5 reached within thirty (30) days after receipt of the written issue of dispute, CONTRACTOR(S) may
6 request a meeting with COLT'TY's I luman Services Finance Deputy Director, or designee, to present
7 its concerns. if the Deputy Director, or designee cannot meet, COUNTY shall respond in writing to
8 CONTRACTOR(S.), with COUNTY's position. Thereafter, the decision of the Deputy Director or
9 designee shall be final. The date of"receipt" shall be the date the written disagreement is postmarked.
10 D. None of the provisions of this Agreement are or shall be construed as for the
i 1 benefit of or enforceable by any person not a party to this Agreement.
12 E. No covenant, condition, duty, obligation, or undertaking continued or made a
13 part of this Agreement shall be waived except by amendment to the Agreement by the parties hereto,
14 and forbearance or indulgence in any other form or mariner by either party in any regard whatsoever
15 shall not constitute a waiver of the covenant, condition, duty, obligation, or undertaking to be kept,
16 performed or discharged by the party to which the same may apply; and until performance or
17 satisfaction of all covenants, conditions, duties, obligations, or undertakings is complete, the other
18 party shall have the right to invoke any remedy available under this Agreement, or under lave,
19 notwithstanding such forbearance or indulgence.
20 1.'. CONTRACTOR(S) is responsible for the acts or omissions of its employees
21 and/or subcontractors. Submission of a falsified Detailed Invoice by CONTRACTOR(S) shall
22 constitute a breach of Agreement. Submission of a Detailed Invoice for which there is no supporting
23 documentation by CONTRACTOR(S) may constitute a breach of Agreement. The conviction of an
24 employee or subcontractor of CONTRACTOR(S), or of an employee of a subcontractor, of any
25 felony or of a misdemeanor involving fraud, abuse of any Medi-Cal applicant or beneficiary, or abuse
26 of the Medi-Cal Program, shall result in the exclusion of that employee or subcontractor, or employee
27 of a subcontractor, from participation in the Medi-Cal TCM Program. Failure of CONITRACTOR(S)
28
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Fresno.CA
1 to exclude a convicted individual from participation in the Medi-Cal TCM Program, shall constitute a
2 breach of Agreement.
3 G. Exclusion after conviction shall result regardless of any subsequent order under
4 section 1203.4 of the Penal Code allowing a person to withdraw his or her plea of guilty and to enter a
5 plea of not guilty, or setting aside the verdict of guilty, or dismissing the accusation, information, or
6 indictment. Suspension or exclusion of an employee or subcontractor, or of an employee of'a
7 subcontractor, from participation in the Medi-Cal Program, the Medicaid Program, or the Medicare
8 Program, shall result in the exclusion of that employee or subcontractor, or employee of a
9 subcontractor, from participation in the Mcdi-Cal TCM Program. Failure of CONTRACTOR(S) to
10 exclude a suspended or excluded individual from participation in the Mcdi-Cal TCM Program shall
11 constitute a breach of Agreement.
12 H. Revocation, suspension, or restriction of the license, certificate, or registration of
13 any employee, subcontractor, or employee of a subcontractor, shall result in exclusion from the Medi-
14 Cal TCM Program, when such license, certificate, or registration is required for the performance of
15 Medi-Cal TCM Program. Failure of CONTRACTOR(S) to exclude an individual whose license,
16 certificate, or registration has been revoked, suspended, or restricted, from participation in the Medi-
1 7 Cal TCM Program, may constitute a breach of Agreement.
18 4. TERIMS
19 The term of this Agreement shall become effective retroactive to the I" day of July,
20 2006 and shall terminate on the 30'' day of June, 2008. CONTRACTOR(S) added to this Agreement
21 after July 1, 2006 shall become part of the Agreement effective upon execution by all parties.
22 The June 30 termination date specified herein shall be the termination date for all
23 CONTRACTOR(S), regardless of when CONTR.AcrOR(S) is added to this Agreement.
24 S. TERMII\ATION
25 A. Iron-Allocation of Funds - The terms of this Agreement, and the services to be
26 provided thereunder, arc contingent on the approval of funds by the appropriating government
27 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
28 Agreement terminated at any time by giving one (1) or all CONTRACTOR(S) thirty (30) days
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Fresno,CA
1 advance written notice.
2 B. Breach of Contract - COUNTY may immediately suspend or terminate this
3 Agreement in whole or in part to one (1) or all CONTRACTOR(S), where in the determination of
4 COUNTY there is:
zz
1) An illeual or improper use of funds,
6 2.) A failure to comply with any term of this Agreement;
7 3) A substantially incorrect or incomplete report submitted to COUNTY;
8 4) Improperly performed service.
9 In no event shall any payment by COUNTY constitute a waiver by COUNTY of
10 any breach of this Agreement or any det'ault which may then exist on the part of C'ONTIZACfOR(S).
11 Neither shall such payment impair or prejudice any remedy available to COLTTY with respect to the
12 breach or default. COUNTY shall have the right to demand of CONTRACTOR(S) the repayment to
13 COUNTY of any funds disbursed to CONTR-ACTOR(S) under this Agreement, which in the
14 judgment of COUNTY were not expended in accordance with the terms of this Agreement.
15 CONTRACI'OR(S) shall promptly refund any such funds upon demand or, at COUNTY's option,
16 such repayment shall be deducted from future payments owing,to C'ON .ItACTOR{S) under this
17 Agreement.
18 C. Without Cause - Under circumstances other than those set forth above, this
19 Agreement may be terminated by COUNTY's Human Services Deputy Director or designee or
20 one (1) or more CONTRACTOR(S), upon the giving of thirty (30) days advance written notice
21 of an intention to terminate.
22 D. This Agreement may be amended at any time by mutual written agreement of
23 CONTRACCOR(S), and COUNTY's Human Services Finance Deputy Director, or Designee.
24 6. REIMBURSEMENT
25 A. CONTRACTOR(S) agrees to the conditions set forth in Exhibit 13, "Federal
26 Agreement Funds", attached hereto and by this reference incorporated herein.
27 B. Certification of Funds: CONTRACTOR(S) shall certify one hundred percent
2 B (100%) of the non-Federal share of the cost of performing TCm services, from COUNTY or other
a - C(DUN Y Ol: FR.l�SNO
1 governmental entity's general fund, or from any other funds allowed under Federal law and
2 regulation, and described in STATE's guidelines on matching revenue.
3 C. TCM Unit of Service: For reimbursement claim purposes, the unit of service for
4 TCM services shall be one (1) face-to-face encounter with a Medi-Cal enrolled client by an employee
5 of CONTRACTOR(S) qualified to provide TCM services, and when the encounter consists of'one (1)
6 or more TCM activities, as described in Paragraph One (1) of this Agreement. CONTRACTOR(S)
7 shall submit encounter claims only for clients eligible for Medi-Cal services.
8 D. Reimbursement Rate: CONTRACTOR(S) shall be reimbursed by COUNTY
9 based on the number of actual 'TCM encounters and CONTRACTOR(S) actual cost for providing;
10 TCM services, based on CONTRACTOR(S) annual cost report covering expenditures for the fiscal
== year ending the previous June, or in the case of a new contractor, the projected annual cost report,
12 further described in Paragraph Seventeen (17) of this Agreement. CONTRACTOR(S) shall not be
13 reimbursed for any claims submitted Ibr Medi-Cal TCM encounters that exceed the maximum
14 number of Medi-Cal encounters submitted by CONTRACTOR(S), as identified on Line Twenty-One
1 (.21 ) of Worksheet A of the TCM Cost Report, by this reference incorporated herein and further
16 described in Paragraph Seventeen (17) of this Agreement.
17 Reimbursement by COUNTY shall be within Ninety (90) days after receipt and
18 verification of'CONTRACTOR(S) invoice by COUNTY's Human Services Finance. if
19 CONTRACTOR(S) should fail to comply with any provision of this Agreement.. COUNTY shall be
20 relieved of its obligation for further reimbursement.
21 7. FFP REVENUE
22 Transfer of funds is contingent upon the availability of Federal Financial Participation
23 (FFP). FFP revenue received by COUNTY as a result of CONTRACTORS) claims will be
24 distributed based on the following, percentage methodology:
25 Administrative Fees: CONTRACTOR(S) shall pay COUNTY an administrative fee of
26 five percent (5%) of the federal share of all TCM claims paid to by STATE. The administrative fez
27 shall be subtracted from each payment made to CONfRACTOR(S), and adjusted at the end of the
28 year, if necessary. The administrative fee shall be used to cover the cost of administering the TCM
C. — COON Y C.)}.FRESNO
Fresno.C_1
1 claiming process by COUN"fY and includes. but is not limited to, claim processing advocacy with
2 State and Federal representatives on behalf of CONTRACTOR(S), technical assistance, training, and
3 quality assurance/quality improvement monitoring that may include on-site reviews.
4 S. INVOICING
5 A. Certification Statement: CON`I'RAC'COR(S) agrees to the following
6 certification statement for each invoice submitted to COUNTY for payment for the performance of
7 TCM services:
8 1 cerlijy under penally of perJury that lire information provided on this invoice is
9 true and correct, based on actual expenditures for lire period claimed, and that the
10 fronds/contributions have been expended as necessary,for Federal matching,funds pursuant to the
11 requirements of22 CCR sections 51185, 51271, 51272,51351, 51351.1. 51365, 51535.7, 441 (:ode of
12 Federal Regulations (CFR) 433.51.1i)r Targeted Case ,Management, and that these claimed
13 expenditures have not been nor will not subsequenlly be used,for Federal match in this or anv other
14 program. 1 have been noticed that the information is to he used f or filing a claim with the Federal
15 government.for Federal,fcnds and kno►ving misrepresentation constitutes violation of the Federal
16 False Claims.4ct.
17 Invoices used for reimbursement shall be developed and submitted by COUNTY
18 staff to the State Department of Health Services. CONTRACTOR(S) shall review and certify
19 invoices prior to COUNTY's submission.
2 0 B. Adequacy of Certification: COUNTY reserves the right not to include any or all
21 of CONTRACTOR(S) claims for TCM services in the claim that COUNTY submits to the State
22 Department of Health Services, if COUNTY determines that CONTRACTOR(S) certification is not
23 adequately supported.
24 9. INDEPENDENT CONTRACTOR
25 In performance of the work, duties, and obligations assumed by CONTRACTOR(S)
26 under this Agreement, it is mutually understood and agreed that CONTRACTOR(S). including any
27 and all of CONTRACTOR(S) officers, agents, and employees will at all times be acting and
28 performing as an independent contractor. and shall act in an independent capacity and not as an
COUNTY OF r-RESNO
Fresno,CA
1 officer, agent, servant, employee,joint venturer, partner, or associate of COUNTY. Furthermore,
2 COUNTY shall have no right to control or supervise or direct the manner or method by which
3 CONTRACTOR(S) shall perform its work and function. However, COUNTY shall retain the right to
4 administer this Agreement so as to verify that CONTRACTOR(S) is performing its obligations in
5 accordance with the terms and conditions thereof. CONTRACITOR(S) and COLTTY shall comply
6 with all applicable provisions of law and the rules and regulations, ifany. of governmental authorities
7 having jurisdiction over matters which are directly or indirectly the subject of this Agreement.
8 Because of its status as an independent contractor, CONTRACTOR(S) shall have
9 absolutely no right to employment rights and benefits available to COUNTY employees.
1 C CONTRACTOR(S) shall be solely liable and responsible for providing to, or on behalf of, its
1i employees all legally required employee benefits. In addition, CONTRACTOR(S) shall be solely
=2 responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR(S)
13 employees, including compliance with Social Security, withholding, and all other regulations
14 governing such matters. It is acknowledged that during the term of this Agreement.
1 CONTRACTOR(S) may be providing services to others unrelated to COUNTY or to this Agreement.
16 10. MODIFICATION
17 Any matters of this Agreement may be modified from time to time by the written
18 consent of all the parties without, in any way, affecting the remainder.
19 11. NON-ASSIGNMENT
20 COUNTY and CONTRACTOR(S) shall not assign , transfer or subcontract this
21 Agreement nor their rights or duties under this Agreement without the prior written consent of
22 COUNTY and the individual CONTRACTOR(S) seeking to make such assignment.
23 12. HOLD-HARMLESS
24 CONTRACTOR(S) agrees to indemnify, save, hold harmless, and at COUNTY's
25 request, defend COUNTY, its officers, agents and employees from any and all costs and expenses,
26 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting
27 to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR(S), its
28 officers, agents or employees under this Agreement, and from any and all costs and expenses.
12 - COUNTY OF FRF:SNO
1 including attorney fees and court costs, damages, liabilities_ claims and losses occurring or resulting
2 to any person, firm or corporation who may be injured or damaged by the performance, or failure to
3 perform, of CONTRACTOR(S), its officers, agents or employees under this Agreement. In addition,
4 CONTRACTOR(S) agrees to indemnify COUNTY for Federal, State of California and/or local audit
5 exceptions resulting from noncompliance herein on the part of CONTRACTOR(S.).
6 13. CONFLICT OF INTERES'r
7 No officer, agent, or employee of COUNTY who exercises any function or
8 responsibility for planning and carrying out the services provided under this Agreement shall have
9 any direct or indirect personal financial interest in this Agreement. CONTRACTOR(S) shall comply
10 with all Federal, State of California, and local conflict of interest laws, statutes, and regulations,
11 which shall be applicable to all parties and beneficiaries under this Agreement and any other officer,
12 agent or employee of COUNTY.
13 14. INSURANCE,
14 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR(S)
15 or any third parties.. CONTRACTOR(S), at its sole expense, shall maintain in full force and effect the
16 following insurance policies throughout the term of this Agreement:
17 ///
19 A. Commercial General Liability
20 Commercial General Liabilitv Insurance with limits of not less than One .Million
21 Dollars ($1,000,000) per occurrence and an annual aggregate of"Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
22 COUNTY may require specific coverage including completed operations,
23 product liability, contractual liability, Explosion, Collapse, and Underground
(XC U), fire legal liability or any other liability insurance deemed necessary
24 because of the nature of this Agreement.
25 B. Automobile Liability
26 Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars (S250,000) per person, Five
2 ' Hundred Thousand Dollars (S500,000) per accident and for property damages of
28 not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five hundred Thousand Dollars ($500,000). Coverage
C:OUN IY OF IRE ENO
I'resno,CA
1 should include owned and non-owned vehicles used in connection with this
2 Agreement.
3 C. Professional Liability
q If CONTRACTOR employs licensed professional staff(e.q. Ph.D., R.V.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars (S1,000,000) per occurrence, Three
6 Million Dollars (S3,000,000) annual aggregate.
7 D. Worker's Compensation
8 A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
9
0 CONTRACTOR(S) shall obtain endorsements to the Commercial General Liability
11 insurance naming the County of Fresno, its off icers, agents, and employees, individually and
12 collectively, as additional insured. but only insofar as the operations under this Agreement are
13 concerned. 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
15 excess only and not contributing with insurance provided under CONTRACTOR(S) policies herein.
16 This insurance shall not be cancelled or changed without a minimum of thirty (.330) days advance
17 written notice given to COUNTY.
18 Within thirty (30) days from the date CON'IRACTOR(S) signs this Agreement,
19 CONTRACTOR(S) shall provide certificates of insurance and endorsements as stated above, for all
2 C. of the foregoing policies, as required herein, to the County of Fresno 2600 I . Ventura Avenue, 2"d
21 Floor, Fresno, California, 93721.. Attention: MAA/TCM Coordinator, stating that such insurance
22 coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and
23 employees will not be responsible for any premiums on the policies; that such Commercial General
29 Liability Insurance names the County of Fresno, its officers, agents and employees, individually and
25 collectively, as additional insured, but only insofar as the operations under this Agreement are
26 concerned; that such coverage for additional insured shall apply as primary insurance and any other
27 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
28 excess only and not contributing with insurance provided under CONTRACTOR(S) policies herein;
14 - COUNTY Or FRESNO
Fresno,CA
1 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
2 advance, written notice given to COUNTY.
3 In the event CONTRACTOR(S) fails to keep in effect at all times insurance coverage as
4 herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
5 Agreement upon the occurrence of such event.
6 All policies shall be with admitted insurers licensed to do business in the State of
7 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
8 of A, FSC ViI or better.
9 15. CONFIDENTIALITY
10 All services performed by CONTRACTOR(S) under this Agreement shall be in strict
11 conformance with all applicable Federal, State of California and/or local laws and regulations relating
12 to confidentiality, including but not limited to, California Civil Code section 56 et seq., California
13 Welfare and Institutions Code sections 5328, 10850 and 14100.2. Health and Safety Code sections
14 11977 and 11812, 22 California Code of Regulations section 51009, and 42 Code of Federal
15 Regulations (C.F.R.) section 2.1 et seq.. CONTRACTOR(S) shall submit to COUNTY's monitoring
16 of said compliance with all State and Federal statutes and regulations regarding confidentiality.
1-,? CONTRACTOR(S) shall ensure that no list of persons receiving services under this contract is
18 published, disclosed, or used for any other purpose except for the direct administration of the program
19 or other uses authorized by law that are not in conflict with requirements for confidentiality.
20 Except as otherwise provided in this Agreement_ CONIRACTOR(S), as a Business
21 Associate of COUNTY, may use or disclose protected health information ("PHI") to perform
22 functions, activities or services I'or or on behalf of COtTTY, as specified in this Agreement,
2 3 provided that such use or disclosure shall not violate the Health Insurance Portability and
24 Accountability Act (HIPAA), United States Code (U.S.C.) 1320d et.seq., and its implementing
25 regulations including but not limited to 45 C.F.R. Parts 142, 160, 162, and 164 (hereafter known as
26 "the Privacy Rule"). The uses and disclosures of PHI may not be more expansive than those
27 applicable to COUNTY, as the "Covered Entity" under the Privacy Rule, except as authorized for
28 management, administrative or legal responsibilities of the Business Associate.
=s — C:OUN IY OF FRLS\O
Fresno,(_A
1 CONTRACTOR(S) shall not use or further disclose PHI other than as permitted or
2 required by this Agreement, or as required by law.
3 CONTRACTOR(S) shall use appropriate safeguards to prevent use or disclosure of Pill
4 other than as provided for by this Agreement.
5 CONTRACTOR(S) shall report to COUNTY any use or disclosure of the PHI not
6 provided for by this Agreement.
7 CONTRACTOR(S) shall ensure that any agent, including any subcontractor, to which
8 CONTRACTOR(S) provides I'HI received from, or created or received by the CONTRACTOR(S) on
9 behall'of'COUNTY, shall comply with the same restrictions and conditions that apply through this
1C Agreement to CONTRACTOR(S) with respect to such inhumation.
11 CONTRACTOR(S) shall provide access, at the request of COUT TY, and in the time
12 and manner designated by COUNTY, to PHI in a Designated Record Set (as defined in 45 C.F.R. §
13 164.501)1 to an Individual or to the COUNTY to meet the requirements of 45 C.F.R. section 164.524
14 regarding access by Individuals to their PHI.
15 CONTRACTOR(S.) shall make any amendments) to PHI in a Designated Record Set
16 that COUNTY directs or at the request of COUNTY, and in the time and manner designated by
17 COUNTY in accordance with 45 C.F.R. section 164.526.
18 CONTRACTOR(S) shall document such disclosures of PHI and information related to
19 such disclosures as would be required for COUNTY to respond to a request by an Individual for an
20 accounting of disclosures of PHI in accordance with 45 C.H.R. section 164.528. CONTRACTOR(S)
21 shall provide to COUNTY or to an Individual, in a time and manner designated by COUNTY,
22 information collected in accordance with 45 C.I .R. section 164.528, to permit COUNTY to respond
23 to a request by the Individual for an accounting of disclosures of'PHI in accordance with 45 C.P.R.
24 section 164.538.
25 CONTRACTORS) shall make internal records related to the use, disclosure, and
26 privacy protection of PHI received from COUNTY, or created or received by CONTRACTOR(S) on
27 behalf of COUNTY available to COUNTY or to the Secretary of the United States Department of
28
16 - COC'N' Y CIF FREISNO
Fresno,CA
1 Health and Human Services for purposes of investigating or auditing COUNTY's compliance with the
2 Privacy Rule, in a time and manner designed by COU-N.-TY or the Secretary.
3 Upon termination of this Agreement for any reason, CONTRACTOR(S.) shall return or
4 destroy all PHI received from COUNTY, or created or received by CONTRACTOR(S) on behalf of
5 COUNTY. This provision shall apply to PHI in possession of subcontractors or agents of
6 CONTRACTOR(S). CONTRACTOR(S), its agents or subcontractors shall retain no copies of the
7 PHI. In the event that CONTRACTOR(S) determines that returning or destroying the PHI is not
8 feasible, CONTRAC]'OR(S) shall provide COUNTY notification of the conditions that make return
9 or destruction inl'easible. Upon mutual agreement of the parties that the return of the PI II is not
10 feasible, CONTRACTOR(S) shall extend the protections of this Agreement to such PHI and limit
11 further use and disclosures ol'such PI-1I for so long as CON'IRAC:TOR(S), or any of its agents or
12 subcontractors, maintains such PHI.
13 The Parties agree to take such action as is necessary to amend this Agreement as
14 necessary for COUNTY to comply with the requirements of the Privacy Rule and its implementing
75 regulations. Any such changes may be made with the written approval of COUNTY's Human
16 Services Finance Deputy Director or designee.
17 CONTRACTOR(S) shall mitigate, to the extent practicable, any harmful effect that is
i8 known to CONTRACTOR(S) of a use or disclosure o1'PHI by CONTRACTOR(S) in violation of the
- 9 requirements of this Agreement
0 16. NONDISCRIMINATION
21 During the performance of this Agreement, CONTRACTOR(S) shall not unlawfully
22 discriminate against any employee or applicant for employment, or recipient of services, because of
23 race, religion, color, national origin, ancestry, physical or mental disability, medical condition,
24 (cancer related) marital status, age (over 18) or gender, sexual orientation, pregnancy, veteran status,
25 pursuant to all applicable State and Federal statutes and regulations.
26 17. REPORTS
27 Submit Annual TCM Cost Report for the prior fiscal year ending June 30. to:
G 8 M. AA/TCM Coordinator
Human Services finance
i — COU,NIY OF FRESNO
Fresno,CA
1 2600 Ventura Street
Fresno, CA 93721
2
3 CONTRACTOR(S) shall submit an annual cost report to COUNTY no later than
4 October I" of the current Agreement term. CONTRACTOR(S) shall establish the maximum number
5 of TCM encounters that shall be reimbursed on an annual basis in CONTRACTOR(S) annual TCM
Cost Report. The cost report provided to COUNTY shall be in a format established for"I'CM, and
7 shall be used in part to establish the rate for'I'Cy1 services.
8 18. RECORDS
9 Records Retention for TCM: CONTRACTOR(S) shall retain all necessary records for
10 a minimum of five (.5) years after the end of the quarter in which expenditures were incurred for TCM
11 services. If an audit is in progress, all records relevant to the audit shall be retained until the
12 completion of the audit or the final resolution of all audit exceptions, deferrals and/or disallowance.
Records must fully disclose the name and Medi-Cal number or beneficiary identification code of the
14 person receiving the TCM service, the name of CON"IRACTOR(S)' case manager providing the
15 service, the date and place of service delivery, and the nature and extent of'the TCM service provided.
16 CONTRACTOR(S) shall furnish said records, and any other information regarding expenditures for
17 providing 'TCM services, to COUNTY, the State of California, or the I"ederal government upon
i 8 request.
19. COMPLIANCE WITH LAW
20 In the performance of their respective obligations contemplated by this Agreement,
21 each party agrees to comply with all applicable local. State and Federal laws and regulations as those
22 laws and regulations may change from time-to-time.
23 20. SEVERABILITY
2 4 In the event any provision of this Agreement shall be held invalid or unenforceable by a
25
court of competent jurisdiction, such holdings shall not affect the validity or enforceability of the
`'6 remaining provisions of this Agreement.
27 21. LIMITATION OF STATE / COL:NTY LIABILITY
28 A. Notwithstanding any other provision of this Agreement. STATE and COUNTY
- 18 - COU-MY OF FREISNO
Fresno,CA
1 shall be held harmless, in accordance with Paragraphs B and C below, from any Federal audit
2 disallowance and interest resulting from payments made to CONTRACTOR(S) pursuant to the
3 California W & I Code section 14132.47, and this Agreement, less the amounts already submitted to
4 STATE pursuant to California W&I Code section 14132.47 (m) for the disallowed claim.
5 B. To the extent that a Federal audit disallowance and interest results from a claim
6 or claims for which CONTRACTORS) has received reimbursement for TCM services, COUNTY
7 shall recoup within thirty (30) days from the CONTRACTOR(S) which submitted the disallowed.
8 claim through offsets to pending and future claims or by direct billing, amounts equal to the amount
9 of the disallowance plus interest in that Fiscal year, less the amount already remitted to the STATE
10 pursuant to W&I Codes section 14132.47 (m) for the disallowed claim. All subsequent claims
11 submitted to COLTTY applicable to any previously disallowed Medi-Cal TCM or claim, may be held
12 in abeyance, with no payment made, until the Federal disallowance issue is resolved.
13 C. To the extent that a Federal audit disallowance and interest results from a claim
14 or claims for which CONTRACTOR(S) has received reimbursement for TCM services performed by
y 5 a non-governmental entity under Agreement with_ and on behalf of CON"I'R\CTOR(S) STATE and
16 COUNTY shall be held harmless by CONTRACTOR(S) for 100 percent (100%) of the amount of any
17 such final federal audit disallowance and interest, less the amounts already remitted to STATE
18 pursuant to W & I Code section 14132.47 (m) for the disallowed claim.
19 22. SINGLE AUDIT CLAUSE
20 As a subrecipicnt of Federal financial assistance, CONTRACTOR(S) agrees to provide,
21 if applicable, a copy of its audit report performance in accordance with the requirements of the Single
22 Audit Act of 1984 (31 USC section 7502) and subject to the terms of'Office of Management and
23 Budget (OMB) Circulars (A-110, A-122, and A-138), to COUNTY. Such audit, if applicable, shall
24 be delivered to COUNTY's FISS Director, or designee, for review not later than one (1) year after the
25 close of the subrccipient's liscal year in which the funds supplied through this Agreement are
26 expended and/or received for this program. The audit must include a statement of findings or a
27 statement that there were no findings. If there were negative findings, CONTRACTOR(S) must
28 include a corrective action plan signed by an authorized individual. Failure to comply with this act
- 19 - COUNTY CIF FRESNO
Fresno,C_1
i may result in COUNTY performing the necessary- audit tasks, or, at COUNTY's option, contracting
2 with a qualified accountant to perform this audit. All audit costs relate to this Agreement is the sole
3 responsibility of CONTRACTOR(S). CONTRACTOR(S) agrees to take corrective action to
4 eliminate any material noncompliance or weakness found as a result of'such audit. Audit work
5 performed by COUTITY under this Paragraph shall be billed at COUNTY's cost as determined by
6 COUNTY's Auditor-Controller-Treasure-Tax Collector.
7 23. ADDITION/DELETION OF CONTRACTOR(S)
o COUNTY's Deputy Director, Human Services finance, or designee, reserves the right
9 at any time during the term of this Agreement to add new CONTRACTOR(S) to those contained in
10 Exhibit A, attached hereto.
-- It is understood any such addition will not atlect compensation paid to the other
12 CONTRACTOR(S) and therefore such additions may be made by COUNTY without notice or
13 approval of other CONTRACTOR(S) under this Agreement. These same provisions shall apply to
14 deletion of any CONTRACTOR contained in Exhibit A, attached hereto, except that deletions shall be
15 by written mutual agreement between COUNTY and particular the CONTRACTOR to be deleted and
16 shall be in accordance with provisions of Paragraph Five (5) of this Agreement.
17 24. SEPARATE AGREEMENT
18 The parties mutually understand that this Agreement does not, in anyway, create a joint
19 venture among the individual CONTRACTOR(S). By execution of the Agreement,
20 CONTRACTOR(S) understand that a separate Agreement is formed between each individual
21 CONTRACTOR(S) and COLT;TY.
22 25. AUDITS AND INSPECTIONS
CONTRACTOR(S) shall at any time during business hours, and as often as COUNTY
24 may deem necessary, make available to COUNTY for examination all of its records and data with
2 respect to the matters covered by this Agreement. CONTRACTOR(S) shall, upon request by
26 COUNTY, permit COL:NI`Y to audit and inspect all such records and data necessary to ensure
27 CONTRACTOR(S) compliance with the terms of this Agreement.
28 I f this Agreement exceeds Ten Thousand and No`]00 Dollars ($10,000.00),
- 2-3 - COI-\T1'OF FRESNO
Fresno,CA
= CONTRACTOR shall be subject to the examination and audit of the State Auditor General for a
2 period of three (3) years after final payment under contract (California Government Code section
3 8546.7).
4 26. NOTICES
5 The persons having authority to give and receive notices under this Agreement and their
6 addresses include the following:
7 COUNTY CONTRACTOR(S)
8 Deputy Director, Fresno County SCE EXHIBIT A
Human Services Finance
9 2600 Ventura Street
10 Fresno, CA 93721
11 Any and all notices between COUNTY and CONTRACTOR(S) provided for or
12 permitted under this Agreement, or by law, shall be in writing,and shall be deemed duly served when
13 personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
14 United States Mail, postage prepaid, addressed to such party.
15 27. GOVERNING LAW
16 The parties agree, that for the purposes of venue, performance under this Agreement is
17 to be in Fresno County, California.
B The rights and obligations of the parties and all interpretation and performance ol'this
19 Agreement shall be governed in all respects by the laws of the State of California.
20 28. ENTIRE AGREEMENT
21 This Agreement, including all exhibits, constitutes the entire agreement between
22 CONTRACTOR(S) and COUNTY with respect to the subject matter hereof and supersedes all
23 previous agreement negotiations, proposals, commitments, writings, advertisements, publications, and
24 understandings of any nature %vhatsocver unless expressly included in this Agreement.
25 ///
26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
27 year first hercinabove written.
28 ATTEST:
Fresno,C_1
1 N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first here inabove written.
3 ATTEST:
4 BERNICE L. SIIDEL, Clerk COUNTY OF FRESNO
5
Board of Supervisors
6
By By il Am.. , &Y'14 Oki
7 Chairman, Board of Supervisors
8 APPROVED AS TO LEGAL FORM: MAY 2 2 2007
DENTIIS A. MARSHAI.L, COUNTY COUNSEL CONTRACTOR(S):
g SEE SIGNATURE PAGES ATTACHED
10
-- By --
12
13
-. 4 APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AL;DITOR-CONTROLLER/
1 , -IREASLI 1=R-TAX C I.LECTOR
16 By
17
18
--9
20
21
22
23
24
2J
26
Fund/Subclass: 0001/10000
27 Organization: 56008545
28 Revenue: 5032
- 2 2 - Co UN'n'OF FRf=:SNO
Fresno,CA
1 CONTRACTOR:
2 FRESNO COUNTY PROBATION
3
By
4
5
Print Name:
6
7 Title:
8
9
Tax I.D. No.:
10
11
Mailing Address:
12 Fresno County Probation
1100 Van Ness Avenue
13 Fresno, CA 93721
14 Phone No: (559) 488-3b40
Contact: Joy Thompson
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23 - COUNTY OF FRESNO
Fresno,CA
CONTRACTOR:
2 FRESNO COUNTY PUBLIC GUARDIAN
3
By
4
Print Name:
6
7 Title:
8
9
Tax I.D. No.:
10
11
Mailing Address:
12 Fresno County Public Guardian
760 W. Nielsen Avenue
13 Fresno, CA 93706
14 Phone No: (559) 268-0139
Contact: Ellen Okada
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2
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24 - COUNTY OF FRESNO
Fresno,CA
1 CONTRACTOR:
2 FRESNO-MADERA AREA AGENCY ON AGING
3 �
By
4
5 Print Name: Jo ohnson
6
7 Title: Executive Director
8
9
Tax I.D. No.:
10
11 Mailing Address:
12 Fresno-Madera Area Agency on Aging
3845 N. Clark, Suite 103
13 Fresno, CA 93726
14 Phone No: (559) 453-6360
Contact: Brian Trevarrow
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- 25 COUNTY OF FRFSNO
Fresno,CA
REVISED EXHIBIT A
CONTRACTOR(S)
FRESNO MADERA AREA AGENCY ON AGING
3845 N. Clark, Suite 103
Fresno, CA 93726
Phone No.: (559) 453-6360
Contact: Brian Trevarrow