HomeMy WebLinkAboutBluePath Health - Consultant Agreement Fresno County Probation March 14 BPH Signed.pdf Docusign Envelope ID:81827531-2619-4035-88C2-1BCA900FC5FD
B1uePath Health, Inc.
Consulting Agreement
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of January 13,
2025 (the "Effective Date") by and between BluePath Health, Inc. ("CONSULTANT"),
located at 80 E Sir Francis Drake Blvd, Suite 2D, Larkspur, CA 94939, and Fresno
County Probation Department ("CLIENT") located at 3333 E. American Ave, Fresno CA
93725. CONSULTANT and CLIENT are each a "Party" and collectively the "Parties."
RECITALS:
A. CONSULTANT has been designated by the California Department of Health
Care Services ("DHCS") to participate in the Technical Assistance Marketplace
("TA Marketplace") Program funded by DHCS as part of the California Providing
Access and Transforming Health ("PATH") Initiative and to provide technical
assistance services to government agencies and community-based organizations
such as CLIENT.
B. CLIENT is retaining CONSULTANT, and CONSULTANT desires to accept such
engagement, to provide such technical assistance services for CLIENT in
connection with the PATH Initiative, in accordance with the terms and conditions
set forth in this Agreement.
C. The Parties desire to enter into this Agreement in order to describe the
relationship of the Parties with respect to technical assistance services to be
provided by CONSULTANT to or for the benefit of CLIENT.
NOW THEREFORE, in consideration of the foregoing Recitals, the mutual agreements
contained herein, and for other valuable consideration, receipt of which is hereby
acknowledged, the Parties agree as follows.
AGREEMENT:
1. Consulting Services. CONSULTANT agrees to provide and perform on behalf
of CLIENT the technical assistance services (the "Contracted Services") through
designated key personnel as set forth in the Scope of Work issued by
CONSULTANT accepted by CLIENT attached hereto and incorporated by
reference as Exhibit A, the terms of which shall be subject to approval by DHCS
and/or its third-party administrator designee. CONSULTANT shall provide and
perform such Contracted Services: (a) in accordance with the terms and subject
to the conditions set forth in this Agreement, including, but not limited to,
Exhibit A and the additional terms and conditions set forth on Exhibit B, attached
hereto and incorporated herein by reference; (b) using the designated key
personnel, as set forth in Exhibit A, who shall have the requisite skill, experience,
and qualifications; and (c) in a timely, workmanlike, and professional manner.
7380233.6
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2. Client Obligations. CLIENT shall:
a. Designate one of its employees to serve as its primary contact with
respect to this Agreement and to act as its authorized representative with
respect to matters pertaining to this Agreement (the "Client Contract
Manager"), with such designation to remain in force unless and until a
successor Client Contract Manager is appointed.
b. Require that the Client Contract Manager respond promptly to any
reasonable requests from CONSULTANT for instructions, information, or
approvals required by CONSULTANT to provide the Contracted Services.
c. Cooperate with CONSULTANT in its performance of the Contracted
Services and provide reasonable access to CLIENT's premises,
employees, contractors, and equipment required by CONSULTANT to
provide the Contracted Services.
d. Take all steps necessary, including obtaining any required licenses or
consents, to prevent CLIENT-caused delays in CONSULTANT's provision
of the Contracted Services.
e. Comply with the additional terms and conditions applicable to CLIENT as
set forth in Exhibit B.
3. Term. This Agreement shall commence as of the Effective Date and shall
continue until October 31, 2025 ("Term") unless sooner terminated pursuant to
the terms set forth in Exhibit B. In no event shall the performance of the
Contracted Services extend beyond the stated term of this Agreement unless
mutually agreed upon by CLIENT and CONSULTANT in writing.
4. Miscellaneous. This Agreement, including and together with any related
exhibits, statements of work, schedules, and attachments, constitutes the sole
and entire agreement between the Parties with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and
oral, regarding such subject matter. This Agreement may be executed in
counterparts (including counterparts delivered by facsimile or e-mail). No
amendment or modification to this Agreement shall be effective unless in writing
and signed by both Parties. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without regard to principles
of conflicts of law. Any terms or provisions of this Agreement that shall prove to
be invalid, void, or illegal shall in no way affect, impair, or invalidate any other
term or provision herein, and such remaining terms and provisions shall remain
in full force and effect. All such terms or provisions that are determined by a
court of competent jurisdiction or other dispute resolution proceeding to be
invalid, void or illegal shall be construed and limited so as to allow the maximum
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effect permissible by law. CLIENT shall not assign, transfer, delegate or
subcontract any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of CONSULTANT. Any purported
assignment or delegation in violation of this Section 4 shall be null and void. No
assignment or delegation shall relieve CLIENT of any of its obligations under this
Agreement. CONSULTANT may assign any of its rights or delegate any of its
obligations to any affiliate or to any person acquiring all or substantially all of
CONSULTANT's assets without CLIENT's consent. Any right or obligation of the
Parties in this Agreement which, by its nature, should survive termination or
expiration of this Agreement, will survive any such termination or expiration of
this Agreement.
5. Notices. All notices required to be given hereunder shall be in writing and shall
be given hereunder, as elected by the Party giving notice, as follows: (i) by
personal delivery, (ii) sent by overnight courier with confirmation of receipt, or (iii)
dispatched by certified or registered mail, return receipt requested, postage
prepaid, addressed to the Parties at the addresses listed above. Notice shall be
deemed given (i) on the date of receipt if delivered personally; (ii) on the
business day following delivery of such notice to the overnight courier; or (iii)
three (3) business days after deposit in the mail in accordance with the foregoing.
Any Party may change the address to which to send notices by notifying the
other Party of such change of address in writing in accordance with the
foregoing. For all claims arising from or related to this Agreement, nothing in this
Agreement establishes, waives, or modifies any claims presentation
requirements or procedures provided by law, including the Government Claims
Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
[Signature page to follow]
7380233.6
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
through their duly authorized officers as of the Effective Date.
Accepted by: Accepted by:
CLIENT CONSULTANT
Fresno County Probation Department BluePath Health
En'2216C69854
igd by:
Digitally signed by Riley Blackburn
Riley Blackburn Date:2025.04.03 10:42:03-07'00' 11...
By: Riley Blackburn Timi Leslie
Title: Purchasing Manager President
3/14/2025
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BluePath Health, Inc..
EXHIBIT A
Scope of Work (SOW) - Contracted Services
Pursuant to Consultant's agreement with DHCS to participate in the TA Marketplace, the Scope
of Work must contain the proposed budget and payment terms; notwithstanding the foregoing,
the Parties acknowledge and agree that Consultant shall be compensated directly by DHCS for
the provision of Contracted Services to Client, and that Client shall bear no responsibility for
such compensation.
Project Deliverables
Please provide a description of each deliverable or task associated with payment,as well as an
estimated completion date for each deliverable or task
No. Deliverable Name Start Date Completion Date Costs
1 Project Management 01/13/2025 10/31/2025 $61,050.00
Deliverable Description: • Create and maintain a project plan with action items and a risk log. •
Facilitate regular check-ins with the Fresno Probation Department; prepare and send agendas in
advance, and follow up with key takeaways and action items. • Ensure timely development of
BluePath's deliverables based on the outlined scope of work. • Deliverables: project plan, risk log,
meeting agendas, and meeting notes
2 Assessment and Findings 01/13/2025 03/31/2025 $58,090.00
61Page
Project No: 24103111002714388
Version: 1.0
No. Deliverable Name Start Date Completion Date F Costs
Deliverable Description: • Conduct interviews with on the ground staff in the Probation
Department as well as other county stakeholders including but not limited to Wellpath,the
Sheriff's Office, and County Behavioral Health. •Conduct a landscape analysis and needs
assessment to understand the current state of the Fresno County Probation Department's
Justice-Involved pre release services and referral processes. o Review existing policies and
procedures, including the Wellpath contract. • Research the ECM requirements for Fresno
County Managed Care Plans (Anthem Blue Cross, Kaiser Permanente, CalViva Health).This may
include: o Research into the technical, service, and documentation requirements for each
Managed Care Plan in Fresno County. o Meetings with the Fresno Managed Care Plans to discuss
these requirements and their contracting needs for the Justice-Involved ECM Population of
Focus. • Deliverables: interview takeaways, current state process map, and summary of findings
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3 Future State Recommendations 03/17/2025 05/23/2025 $39,350.00
Deliverable Description: • Crosswalk the current state with the Justice-Involved Policy and
Operational Guide to identify areas of need and next steps. • Present a recommendation outlining
benefits and challenges for Probation to contract with the Managed Care Plan as an ECM provider
for the Justice-Involved Population of Focus. • Expand upon the areas of need with an itemized list
of recommendations to meet the Justice-Involved mandates and next steps to become an ECM
provider if indicated, including documentation, data sharing, and billing. • Deliverables:
recommendation for contracting as an ECM provider, next steps
4 Data Access and Technical 03/17/2025 05/30/2025 $46,390.00
Requirements
Deliverable Description: • Conduct interviews with Fresno County Probation IT department and
other stakeholders as necessary to gather information regarding the existing data systems,
including but not limited to the capabilities of case management systems, referral platforms, and
electronic health records. • Map the systems in use by the Fresno Probation Department, outlining
the existing challenges and the changes that may be required to meet documentation, data
sharing, and billing requirements for ECM providers and correctional facilities under the Justice-
Involved Initiative. • Deliverables: interview takeaways, systems map
5 1 Implementation Support 05/19/2025 10/31/2025 $77,120.00
Deliverable Description: • Facilitate meetings with external stakeholders by preparing agendas,
keeping track of action items, and sending meeting takeaways. • Facilitate the contracting process
for any new systems as needed based on the assessment and recommendations as outlined
above. • Support the updating and creation of Fresno Probation Department's policies and
procedures as needed based on the assessment and recommendations as outlined above. •
Deliverables: meeting takeaways, action items
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BluePath Health, Inc..
EXHIBIT B
Additional Terms and Conditions
COMPENSATION: The Parties agree and acknowledge that as consideration for
providing the Contracted Services, CONSULTANT will receive payment in full from the
California Department of Health Care Services ("DHCS") in accordance with the budget
and payment terms contained in Exhibit A, subject to approval by DHCS and/or its third-
party administrator designee ("Compensation").
In addition to all other remedies available under this Agreement or at law (which
CONSULTANT does not waive by the exercise of any rights under this Agreement),
CONSULTANT shall be entitled to suspend the provision of any Contracted Services if
DHCS fails to pay any Compensation.
TERMINATION: Both Parties shall have the right to terminate this Agreement effective
fifteen (15) calendar days after the date that prior written notice is given to the other
Party (the "Defaulting Party") of a material breach of this Agreement by the Defaulting
Party; provided, however, the Agreement shall not terminate if the material breach is
cured to the reasonable satisfaction of the complaining Party prior to the expiration of
such fifteen- (15) day period.
CONSULTANT shall further have the right to immediately terminate this Agreement
upon written notice to CLIENT if DHCS fails to pay any Compensation when due under
CONSULTANT's agreement with DHCS or if CONSULTANT is terminated from the TA
Marketplace by DHCS for any reason.
INDEPENDENT CONTRACTOR: CLIENT and CONSULTANT agree that in the
provision of the Contracted Services, CONSULTANT will do so in the capacity of an
independent contractor. CONSULTANT shall control the conditions, time, details, and
means by which CONSULTANT performs the Contracted Services. Nothing contained
in this Agreement shall be construed as creating any agency, partnership, joint venture
or other form of joint enterprise, employment or fiduciary relationship between the
Parties, and neither Party shall have authority to contract for or bind the other Party in
any manner whatsoever.
CONFIDENTIALITY; NON-SOLICITATION:
(a) Confidentiality: From time to time during the Term of this Agreement, either Party (as
the "Disclosing Party") may disclose or make available to the other Party (as the
"Receiving Party"), non-public, proprietary, and confidential information of Disclosing
Party ("Confidential Information"); provided, however, that Confidential Information does
not include any information that: (a) is or becomes generally available to the public other
than as a result of Receiving Party's breach of this Section; (b) is or becomes available
to the Receiving Party on a non-confidential basis from a third-party source, provided
that such third party was not known by the Receiving Party to be prohibited from
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disclosing such Confidential Information; (c) was in Receiving Party's possession prior
to Disclosing Party's disclosure; (d) was or is independently developed by Receiving
Party without using any Confidential Information; or (e) is protected health information
under 45 C.F.R. § 160.103. The Receiving Party shall: (x) protect and safeguard the
confidentiality of the Disclosing Party's Confidential Information with at least the same
degree of care as the Receiving Party would use to protect its own Confidential
Information, but in no event with less than a commercially reasonable degree of care;
(y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or
used, for any purpose other than to exercise its rights or perform its obligations under
this Agreement; and (z) not disclose any such Confidential Information to any other
person or entity without the Disclosing Party's written consent. Notwithstanding the
foregoing, each Party reserves the right to disclose instances of misconduct that could,
in such Party's reasonable discretion, violate federal, state, or local laws or regulations.
If the Receiving Party is required by applicable law or legal process to disclose any
Confidential Information, it shall, prior to making such disclosure, use commercially
reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing
Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective
order or other remedy. Notwithstanding the foregoing, CLIENT agrees that during the
Term of this Agreement, it will not disclose or otherwise make available to
CONSULTANT any information that constitutes protected health information under the
Health Insurance Portability and Accountability Act of 1996 and its implementing
regulations.
(b) Non-Solicitation: CLIENT agrees that during the Term of this Agreement and for a
period of twenty-four (24) months after the termination of CONSULTANT's business
relationship with CLIENT for any reason whatsoever, voluntary or involuntary, for cause
or without cause, CLIENT shall not, directly or indirectly, individually, or as a
stockholder, partner, associate, consultant, owner, independent contractor, agent,
creditor, co-venturer of any other person or entity, or in any other capacity: (i) solicit,
hire, attempt to solicit or hire, or participate in any attempt to solicit or hire any person
who was a contractor or employee of CONSULTANT at or within six (6) months prior to
the termination of CONSULTANT's business relationship with CLIENT; or (ii) solicit,
induce, or attempt to solicit or induce any supplier, licensee, customer, client or other
business relation of CONSULTANT to cease doing business with CONSULTANT, or in
any way, interfere with the relationship between any customer, client or any other
business relation of CONSULTANT. This provision expressly excludes the response by
CONSULTANT's contractors or employees to CLIENT job postings that are open to the
public and the subsequent hiring of such CONSULTANT contractors or employees by
CLIENT.
NON-DISCRIMINATION: Neither party will discriminate against any person because of
race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender
identity, gender expression, age, sexual orientation, or military and veteran status.
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INTELLECTUAL PROPERTY:
(a) Definition: For the purposes of this section, "Intellectual Property" means recognized
protectable rights and interest such as: patents, (whether or not issued) copyrights,
trademarks, service marks, applications for any of the foregoing, inventions, trade
secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of
publicity, author's rights, contract and licensing rights, works, mask works, industrial
design rights, rights of priority, know how, design flows, methodologies, devices,
business processes, developments, innovations, good will and all other legal rights
protecting intangible proprietary information as may exist now and/or hereafter come
into existence, and all renewals and extensions, regardless of whether those rights arise
under the laws of the United States, or any other state, country or jurisdiction. For the
purposes of the definition of Intellectual Property, "works" means all literary works,
writings and printed matter including the medium by which they are recorded or
reproduced, photographs, art work, pictorial and graphic representations and works of a
similar nature, film, motion pictures, digital images, animation cells, and other
audiovisual works including positives and negatives thereof, sound recordings, tapes,
educational materials, interactive videos and any other materials or products created,
produced, conceptualized and fixed in a tangible medium of expression. It includes
preliminary and final products and any materials and information developed for the
purposes of producing those final products. Works does not include articles submitted to
peer review or reference journals or independent research projects.
(b) Ownership:
(i) Except where DHCS has agreed in a signed writing to accept a license,
DHCS shall be and remain, without additional compensation, the sole owner of any and
all rights, title and interest in all Intellectual Property, from the moment of creation,
whether or not jointly conceived, that are made, conceived, derived from, or reduced to
practice by CONSULTANT or DHCS and which result directly or indirectly from this
Agreement.
(ii) All Intellectual Property delivered by CONSULTANT to CLIENT under this
Agreement, which were not made, conceived, derived from, or reduced to practice by
CONSULTANT or DHCS in direct or indirect result from this Agreement, including any
items identified as such in the Statement of Work (collectively, the "Consultant-Owned
Deliverables"), except for any Confidential Information of CLIENT, shall be owned by
CONSULTANT. CONSULTANT hereby grants CLIENT a license to use all Intellectual
Property in the Consultant-Owned Deliverables free of additional charge and on a non-
exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free
and perpetual basis to the extent necessary to enable CLIENT to make reasonable use
of the Consultant-Owned Deliverables and the Contracted Services.
(iii) CLIENT agrees to cooperate with CONSULTANT in establishing or
maintaining CONSULTANT's or DHCS's (as applicable) exclusive rights in the
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Intellectual Property, including the Intellectual Property of the Consultant-Owned
Deliverables, and in assuring CONSULTANT's or DHCS's sole rights against third
parties with respect to such Intellectual Property. CLIENT further agrees to assist and
cooperate with CONSULTANT in all reasonable respects, and execute all documents
and, subject to reasonable availability, give testimony and take all further acts
reasonably necessary to acquire, transfer, maintain, and enforce such rights in and to
the Intellectual Property.
INDEMNIFICATION: Each Party shall indemnify, defend, and hold harmless the other
Party and its officers, directors, employees, agents, affiliates, successors, and permitted
assigns (collectively, "Indemnified Party") against any and all losses, damages,
liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys'
fees, fees and the costs of enforcing any right to indemnification under this Agreement,
and the cost of pursuing any insurance providers, incurred by Indemnified Party
(collectively, "Losses"), arising out of or resulting from any claim of a third party arising
out of or occurring in connection with that party's gross negligence, willful misconduct,
or material breach of this Agreement.
LIMITATION OF LIABILITY: IN NO EVENT SHALL CONSULTANT BE LIABLE TO
CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR
PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING
OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE
AND WHETHER OR NOT CONSULTANT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF
ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED
TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONSULTANT
UNDER THIS AGREEMENT IN THE SIX- (6) MONTH PERIOD PRECEDING THE
EVENT GIVING RISE TO THE CLAIM.
CONSULTANT MAKES NO WARRANTIES EXCEPT FOR ANY WARRANTY
EXPRESSLY STATED IN THIS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS
AND IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE), ARE EXPRESSLY DISCLAIMED.
RESERVED.
FORCE MAJEURE: No Party shall be liable or responsible to the other Party, or be
deemed to have defaulted under or breached this Agreement, for any failure or delay in
fulfilling or performing any term of this Agreement (except for any obligations of the
CLIENT to make payments to CONSULTANT under this Agreement), when and to the
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extent such failure or delay is caused by or results from acts beyond the impacted
Party's reasonable control, including, without limitation, the following force majeure
events: (a) acts of God; (b) flood, fire, earthquake, epidemics; (c) war, invasion,
hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil
unrest; (d) government order, law, or actions; and (e) national or regional emergency.
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