HomeMy WebLinkAboutP-25-207 Service Agreement.pdf P-25-207 1
SERVICE AGREEMENT
This Service Agreement ("Agreement") is dated 5/27/25 and is between K&L
Clinical Forensic Practice, Inc., a California corporation ("Contractor"), and the County of
Fresno, a political subdivision of the State of California ("County").
Recitals
A. County, through its Department of Behavioral Health (DBH), has a need for qualified
staff in order to provide competency remediation services for youth who are found incompetent
to stand trial (IST) and are court-ordered to participate in competency remediation services, in
accordance with Welfare and Institutions Code (WIC) section 709.
B. Contractor is qualified and willing to provide licensed and qualified staff needed by the
County according to the qualifications as specified in this Agreement.
The parties therefore agree as follows:
Article 1
Contractor's Services
1.1 Scope of Work. The Contractor shall perform all of the services provided in Exhibit
A to this Agreement, titled "Scope of Work."
1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
able to perform all of the services provided in this Agreement.
1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
applicable federal, state, and local laws and regulations in the performance of its obligations
under this Agreement, including but not limited to workers compensation, labor, and
confidentiality laws and regulations.
1.4 Guiding Principles. Contractor shall align programs, services, and practices with
the vision, mission, and guiding principles of the DBH, as further described in Exhibit B to this
Agreement, titled "Fresno County Department of Behavioral Health Guiding Principles of Care
Delivery."
P-25-207 2
1.5 Meetings. Contractor shall participate in monthly, or as needed, workgroup meetings
consisting of staff from County's DBH to discuss service requirements, data reporting, training,
policies and procedures, overall program operations and any problems or foreseeable problems
that may arise. Contractor shall also participate in other County meetings, such as but not
limited to quality improvement meetings, provider meetings, Behavioral Health Board meetings,
quarterly contractor meetings, etc. Schedule for these meetings may change based on the
needs of the County.
1.6 Confidentiality. Contractor shall conform to and County shall monitor compliance
with all State of California and Federal statutes and regulations regarding confidentiality,
including but not limited to confidentiality of information requirements at Part 2, Title 42, Code of
Federal Regulations; California Welfare and Institutions Code, sections 14100.2, 11977, 11812,
5328; Division 10.5 and 10.6 of the California Health and Safety Code; Title 22, California Code
of Regulations, section 51009; and Division 1, Part 2.6, Chapters 1-7 of the California Civil
Code.
1.7 Licensing-Certificates. Throughout each term of this Agreement, Contractor and
Contractor's staff shall maintain all necessary licenses, permits, approvals, certificates, waivers,
and exemptions necessary for the provision of the services hereunder and required by the laws
and regulations of the United States of America, State of California, the County of Fresno, and
any other applicable governmental agencies. Contractor shall notify County immediately in
writing of its inability to obtain or maintain such licenses, permits, approvals, certificates, waivers
and exemptions irrespective of the pendency of any appeal related thereto. Contractor and
Contractor's staff shall comply with all applicable laws, rules or regulations, as may now exist or
be hereafter changed.
1.8 Complaints. Contractor shall log complaints and the disposition of all complaints
from a person served or a person served's family. Contractor shall provide a summary of the
complaint log entries concerning County-sponsored persons served to County at monthly
intervals by the twentieth (20th) day of the following month, in a format that is mutually agreed
upon. Contractor shall post signs informing persons served of their right to file a complaint or
P-25-207 3
grievance. Contractor shall notify County of all incidents reportable to state licensing bodies that
affect County persons served within twenty-four (24) hours of receipt of a complaint.
Within fifteen (15) days after each incident or complaint affecting County-sponsored
persons served, Contractor shall provide County with information relevant to the complaint,
investigative details of the complaint, the complaint and Contractor's disposition of, or corrective
action taken to resolve the complaint.
1.9 Evaluation — Monitoring. Contractor shall participate in a review of the program at
least yearly or more frequently, or as needed, at the discretion of County. The Contractor
agrees to supply all information requested by the County, DHCS, and/or the subcontractor of
County or DHCS during the program evaluation, monitoring and/or review.
County's DBH Director, or his or her designee, and/or DHCS or their designees shall
monitor and evaluate the performance of Contractor under this Agreement to determine to the
best possible degree the success or failure of the services provided under this Agreement. At
the discretion of the County, a subcontractor may be obtained by the County to independently
evaluate and monitor the performance of the Contractor. Contractor shall participate in the
evaluation of the program as needed at the discretion of the County.
Monitoring and evaluation activities will include, but are not limited to, program
documentation reviews such as records, programs or procedures, curriculum, progress reports,
a review of personnel files, and a contract compliance desk review. Monitoring may be
conducted in-person, virtually or a combination thereof.
Article 2
County's Responsibilities
2.1 The County shall provide oversight and collaborate with Contractor, other County
Departments and community agencies to help achieve program goals and outcomes. In addition
to contractor monitoring of program, oversight includes, but not limited to, coordination with
Department of Health Care Services (DHCS) in regard to program administration and outcomes.
P-25-207 4
Article 3
Compensation, Invoices, and Payments
3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
the performance of its services under this Agreement as described in this section. The County
agrees to pay, and the Contractor agrees to receive, compensation for the performance of its
services under this Agreement as described in Exhibit C to this Agreement, titled
"Compensation."
3.2 Maximum Compensation. In no event shall services performed under this
Agreement be in excess of One Hundred Sixty-Five Thousand and No/100 Dollars
($165,000.00). In the event the maximum compensation amount in any individual fiscal year of
Thirty-Three Thousand and No/100 Dollars ($33,000.00) is not fully expended, the remaining
unspent funding amounts shall rollover to each subsequent fiscal year's established maximum
compensation.
The Contractor acknowledges that the County is a local government entity, and does
so with notice that the County's powers are limited by the California Constitution and by State
law, and with notice that the Contractor may receive compensation under this Agreement only
for services performed according to the terms of this Agreement and while this Agreement is in
effect, and subject to the maximum amount payable under this section. The Contractor further
acknowledges that County employees have no authority to pay the Contractor except as
expressly provided in this Agreement.
3.3 Invoices. The Contractor shall submit monthly invoices to in arrears by the fifteenth
(151") day of each month, in a format directed by County. Contractor shall submit invoices
electronically to: 1) dbhinvoicereview@fresnocountyca.gov, 2)
dbhinvoices@fresnocountyca.gov; and 3) dbhforensicservices(a)-fresnocountyca.go with a copy
to the assigned County's DBH Staff Analyst. The Contractor shall submit each invoice within
sixty (60) days after the month in which the Contractor performs services and in any case within
sixty (60) days after the end of the term or termination of this Agreement. At the discretion of
County's DBH Director or designee, if an invoice is incorrect or is otherwise not in proper form
P-25-207 5
or substance, County's DBH Director, or designee, shall have the right to withhold payment as
to only the portion of the invoice that is incorrect or improper after five (5) days prior notice to
Contractor. Contractor agrees to continue to provide services for a period of ninety (90) days
after notification of an incorrect or improper invoice. If after the ninety (90) day period, the
invoice is still not corrected to County satisfaction, County's DBH Director, or designee, may
elect to terminate this Agreement, pursuant to the termination provisions stated in Article 6 of
this Agreement.
3.4 Payment. The County shall pay each correctly completed and timely submitted
invoice within forty-five (45) days after receipt. The County shall remit any payment to the
Contractor's address specified in the invoice. All final invoices shall be submitted by Contractor
within sixty (60) days following the final month of service for which payment is claimed. No
action shall be taken by County on claims submitted beyond the sixty (60) day closeout period.
Any compensation which is not expended by Contractor pursuant to the terms and conditions of
this Agreement shall automatically revert to County. Payment shall be made upon certification
and other proof satisfactory to County that services have actually been performed by Contractor
as specified in this Agreement. The County will verify services provided and/or actual
expenditures incurred by Contractor for monthly program costs.
3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
expenses that are not specified as payable by the County under this Agreement.
Article 4
Term of Agreement
4.1 Term. This Agreement is effective upon execution and terminates on June 30, 2028,
except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
below.
4.2 Extension. The term of this Agreement may be extended for no more than two, one-
year periods only upon written approval of both parties at least 30 days before the first day of
the next one-year extension period. The DBH Director, or his or her designee is authorized to
sign the written approval on behalf of the County based on the Contractor's satisfactory
P-25-207 6
performance. The extension of this Agreement by the County is not a waiver or compromise of
any default or breach of this Agreement by the Contractor existing at the time of the extension
whether or not known to the County.
Article 5
Notices
5.1 Contact Information. The persons and their addresses having authority to give and
receive notices provided for or permitted under this Agreement include the following:
For the County:
Director, Department of Behavioral Health
County of Fresno
1925 E Dakota Avenue
Fresno, CA 93726
For Contractor:
President
K&L Clinical Forensic Practice, Inc.
3447 W. Shaw Ave., #101
Fresno, CA 93711
kandlclinical@gmail.com
5.2 Change of Contact Information. Either party may change the information in section
5.1 by giving notice as provided in section 5.3.
5.3 Method of Delivery. Each notice between the County and Contractor provided for or
permitted under this Agreement must be in writing, state that it is a notice provided under this
Agreement, and be delivered either by personal service, by first-class United States mail, by an
overnight commercial courier service, by telephonic facsimile transmission, or by Portable
Document Format (PDF) document attached to an email.
(A) A notice delivered by personal service is effective upon service to the recipient.
(B) A notice delivered by first-class United States mail is effective three County
business days after deposit in the United States mail, postage prepaid, addressed to the
recipient.
(C)A notice delivered by an overnight commercial courier service is effective one
County business day after deposit with the overnight commercial courier service,
P-25-207 7
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
the recipient.
(D)A notice delivered by telephonic facsimile transmission or by PDF document
attached to an email is effective when transmission to the recipient is completed (but, if
such transmission is completed outside of County business hours, then such delivery is
deemed to be effective at the next beginning of a County business day), provided that
the sender maintains a machine record of the completed transmission.
5.4 Claims Presentation. 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).
Article 6
Termination and Suspension
6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
contingent on the approval of funds by the appropriating government agency. If sufficient funds
are not allocated, then the County, upon at least 30 days' advance written notice to Contractor,
may:
6.2 Modify the services provided by Contractor under this Agreement; or
(A) Terminate this Agreement.
6.3 Termination for Breach.
6.4 Upon determining that a breach (as defined in paragraph (C) below) has occurred,
the County may give written notice of the breach to Contractor. The written notice may suspend
performance under this Agreement, and must provide at least 30 days for Contractor to cure the
breach.
6.5 If Contractor fails to cure the breach to the County's satisfaction within the time
stated in the written notice, the County may terminate this Agreement immediately.
6.6 For purposes of this section, a breach occurs when, in the determination of the
County, Contractor has:
P-25-207 8
(1) Obtained or used funds illegally or improperly;
(2) Failed to comply with any part of this Agreement;
(3) Submitted a substantially incorrect or incomplete report to the County; or
(4) Improperly performed any of its obligations under this Agreement.
6.7 Termination without Cause. In circumstances other than those set forth above, the
County may terminate this Agreement by giving at least 30 days advance written notice to
Contractor.
6.8 Economic Sanctions. In accordance with Executive Order N-6-22 regarding
Economic Sanctions against Russia and Russian entities and individuals, the County may
terminate this Agreement if Contractor is a target of Economic Sanctions or is conducting
prohibited transactions with sanctioned individuals or entities. The County shall provide at least
thirty (30) days advance written notice to Contractor.
6.9 No Penalty or Further Obligation. Any termination of this Agreement by the County
under this Article 6 is without penalty to or further obligation of the County.
6.10 County's Rights upon Termination. Upon termination for breach under this Article
6, the County may demand repayment by Contractor of any monies disbursed to Contractor
under this Agreement that, in the County's sole judgment, were not expended in compliance
with this Agreement. Contractor shall promptly refund all such monies upon demand. This
section survives the termination of this Agreement.
Article 7
Independent Contractor
7.1 Status. In performing under this Agreement, Contractor, including its officers,
agents, employees, and volunteers, is at all times acting and performing as an independent
contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
venturer, partner, or associate of the County.
7.2 Verifying Performance. The County has no right to control, supervise, or direct the
manner or method of Contractor's performance under this Agreement, but the County may
verify that Contractor is performing according to the terms of this Agreement.
P-25-207 9
7.3 Benefits. Because of its status as an independent contractor, Contractor has no
right to employment rights or benefits available to County employees. Contractor is solely
responsible for providing to its own employees all employee benefits required by law. Contractor
shall save the County harmless from all matters relating to the payment of Contractor's
employees, including compliance with Social Security withholding and all related regulations.
7.4 Services to Others. The parties acknowledge that, during the term of this
Agreement, Contractor may provide services to others unrelated to the County.
Article 8
Indemnity and Defense
8.1 Indemnity. Contractor shall indemnify and hold harmless and defend the County
(including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
any kind to the County, Contractor, or any third party that arise from or relate to the performance
or failure to perform by Contractor (or any of its officers, agents, subcontractors, or employees)
under this Agreement. The County may conduct or participate in its own defense without
affecting Contractor's obligation to indemnify and hold harmless or defend the County.
8.2 Survival. This Article 8 survives the termination of this Agreement.
Article 9
Insurance
9.1 Contractor shall comply with all the insurance requirements in Exhibit D to this
Agreement.
Article 10
Inspections, Audits, and Public Records
10.1 Inspection of Documents. Contractor shall make available to the County, and the
County may examine at any time during business hours and as often as the County deems
necessary, all of Contractor's records and data with respect to the matters covered by this
Agreement, excluding attorney-client privileged communications. Contractor shall, upon request
P-25-207 10
by the County, permit the County to audit and inspect all of such records and data to ensure
Contractor's compliance with the terms of this Agreement.
10.2 State Audit Requirements. If the compensation to be paid by the County under this
Agreement exceeds $10,000, Contractor is subject to the examination and audit of the
California State Auditor, as provided in Government Code section 8546.7, for a period of three
years after final payment under this Agreement. This section survives the termination of this
Agreement.
10.3 Public Records. The County is not limited in any manner with respect to its public
disclosure of this Agreement or any record or data that Contractor may provide to the County.
The County's public disclosure of this Agreement or any record or data that Contractor may
provide to the County may include but is not limited to the following:
10.4 The County may voluntarily, or upon request by any member of the public or
governmental agency, disclose this Agreement to the public or such governmental agency.
10.5 The County may voluntarily, or upon request by any member of the public or
governmental agency, disclose to the public or such governmental agency any record or data
that Contractor may provide to the County, unless such disclosure is prohibited by court order.
10.6 This Agreement, and any record or data that Contractor may provide to the County,
is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title
5, Division 2, Part 1, Chapter 9, beginning with section 54950).
10.7 This Agreement, and any record or data that Contractor may provide to the County,
is subject to public disclosure as a public record under the California Public Records Act
(California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250)
("CPRA").
10.8 This Agreement, and any record or data that Contractor may provide to the County,
is subject to public disclosure as information concerning the conduct of the people's business of
the State of California under California Constitution, Article 1, section 3, subdivision (b).
10.9 Any marking of confidentiality or restricted access upon or otherwise made with
respect to any record or data that Contractor may provide to the County shall be disregarded
P-25-207 11
and have no effect on the County's right or duty to disclose to the public or governmental
agency any such record or data.
10.10 Public Records Act Requests. If the County receives a written or oral request
under the CPRA to publicly disclose any record that is in Contractor's possession or control, and
which the County has a right, under any provision of this Agreement or applicable law, to
possess or control, then the County may demand, in writing, that Contractor deliver to the
County, for purposes of public disclosure, the requested records that may be in the possession
or control of Contractor. Within five business days after the County's demand, Contractor shall
(a) deliver to the County all of the requested records that are in Contractor's possession or
control, together with a written statement that Contractor, after conducting a diligent search, has
produced all requested records that are in Contractor's possession or control, or (b) provide to
the County a written statement that Contractor, after conducting a diligent search, does not
possess or control any of the requested records. Contractor shall cooperate with the County
with respect to any County demand for such records. If Contractor wishes to assert that any
specific record or data is exempt from disclosure under the CPRA or other applicable law, it
must deliver the record or data to the County and assert the exemption by citation to specific
legal authority within the written statement that it provides to the County under this section.
Contractor's assertion of any exemption from disclosure is not binding on the County, but the
County will give at least 10 days' advance written notice to Contractor before disclosing any
record subject to Contractor's assertion of exemption from disclosure. Contractor shall
indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA
that results from Contractor's delay, claim of exemption, failure to produce any such records, or
failure to cooperate with the County with respect to any County demand for any such records.
Article 11
Data Security
11.1 Contractor shall comply with data security requirements in Exhibit E to this
Agreement.
P-25-207 12
Article 12
Disclosure of Self-Dealing Transactions
12.1 Applicability. This Article 12 applies if Contractor is operating as a corporation, or
changes its status to operate as a corporation.
12.2 Duty to Disclose. If any member of Contractor's board of directors is party to a self-
dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
Dealing Transaction Disclosure Form" (Exhibit F to this Agreement) and submitting it to the
County before commencing the transaction or immediately after.
12.3 Definition. "Self-dealing transaction" means a transaction to which Contractor is a
party and in which one or more of its directors, as an individual, has a material financial interest.
Article 13
Disclosure of Ownership and/or Control Interest Information
13.1 Applicability. This provision is only applicable if Contractor is disclosing entities,
fiscal agents, or managed care entities, as defined in Code of Federal Regulations (C.F.R.),
Title 42 §§ 455.101, 455.104 and 455.106(a)(1),(2).
13.2 Duty to Disclose. Contractor must disclose the following information as requested in
the Provider Disclosure Statement, Disclosure of Ownership and Control Interest Statement,
Exhibit G:
(A) Disclosure of 5% or More Ownership Interest:
(1) In the case of corporate entities with an ownership or control interest in the
disclosing entity, the primary business address as well as every business location
and P.O. Box address must be disclosed. In the case of an individual, the date of
birth and Social Security number must be disclosed.
(2) In the case of a corporation with ownership or control interest in the
disclosing entity or in any subcontractor in which the disclosing entity has a five
percent (5%) or more interest, the corporation tax identification number must be
disclosed.
P-25-207 13
(3) For individuals or corporations with ownership or control interest in any
subcontractor in which the disclosing entity has a five percent (5%) or more interest,
the disclosure of familial relationship is required.
(4) For individuals with five percent (5%) or more direct or indirect ownership
interest of a disclosing entity, the individual shall provide evidence of completion of a
criminal background check, including fingerprinting, if required by law, prior to
execution of Contract. (42 C.F.R. § 455.434)
13.3 Disclosures Related to Business Transactions:
13.4 The ownership of any subcontractor with whom Contractor has had business
transactions totaling more than $25,000 during the 12-month period ending on the date of the
request.
13.5 Any significant business transactions between Contractor and any wholly owned
supplier, or between Contractor and any subcontractor, during the 5-year period ending on the
date of the request. (42 C.F.R. § 455.105(b).)
13.6 Disclosures Related to Persons Convicted of Crimes:
13.7 The identity of any person who has an ownership or control interest in the provider or
is an agent or managing employee of the provider who has been convicted of a criminal offense
related to that person's involvement in any program under the Medicare, Medicaid, or the Title
XXI services program since the inception of those programs. (42 C.F.R. § 455.106.)
13.8 County shall terminate the enrollment of Contractor if any person with five percent
(5%) or greater direct or indirect ownership interest in the disclosing entity has been convicted
of a criminal offense related to the person's involvement with Medicare, Medicaid, or Title XXI
program in the last 10 years.
13.9 Contractor must provide disclosure upon execution of Contract, extension for
renewal, and within thirty-five (35) days after any change in Contractor ownership or upon
request of County. County may refuse to enter into an agreement or terminate an existing
agreement with Contractor if Contractor fails to disclose ownership and control interest
P-25-207 14
information, information related to business transactions and information on persons convicted
of crimes, or if Contractor did not fully and accurately make the disclosure as required.
13.10 Contractor must provide the County with written disclosure of any prohibited
affiliations under 42 C.F.R. § 438.610. Contractor must not employ or subcontract with providers
or have other relationships with providers Excluded from participation in Federal Health Care
Programs, including Medi-Cal/Medicaid or procurement activities, as set forth in 42 C.F.R.
§438.610.
13.11 Reporting. Submissions shall be scanned pdf copies and are to be sent via email to
DBHPlanAdministration(a�fresnocountyca.go with a copy sent via email to the assigned DBH
Contract Analyst. County may deny enrollment or terminate this Agreement where any person
with five (5) percent or greater direct or indirect ownership interest in Contractor has been
convicted of a criminal offense related to that person's involvement with the Medicare, Medicaid,
or Title XXI program in the last ten (10) years. County may terminate this Agreement where any
person with five (5) percent or greater direct or indirect ownership interest in Contractor did not
submit timely and accurate information and cooperate with any screening method required in
C.F,R, Title 42, Section 455.416
Article 14
Disclosure of Criminal History and Civil Actions
14.1 Applicability. Contractor is required to disclose if any of the following conditions apply
to them, their owners, officers, corporate managers, or partners (hereinafter collectively referred
to as "Contractor"):
(A) Within the three (3) year period preceding the Agreement award, they have been
convicted of, or had a civil judgment tendered against them for:
(1) Fraud or criminal offense in connection with obtaining, attempting to obtain,
or performing a public (federal, state, or local) transaction or contract under a public
transaction;
(2) Violation of a federal or state antitrust statute;
P-25-207 15
(3) Embezzlement, theft, forgery, bribery, falsification, or destruction of records;
or
(4) False statements or receipt of stolen property.
(B) Within a three (3) year period preceding their Agreement award, they have had a
public transaction (federal, state, or local) terminated for cause or default.
14.2 Duty to Disclose. Disclosure of the above information will not automatically eliminate
Contractor from further business consideration. The information will be considered as part of the
determination of whether to continue and/or renew this Agreement and any additional
information or explanation that Contractor elects to submit with the disclosed information will be
considered. If it is later determined that Contractor failed to disclose required information, any
contract awarded to such Contractor may be immediately voided and terminated for material
failure to comply with the terms and conditions of the award.
Contractor must sign a "Certification Regarding Debarment, Suspension, and Other
Responsible Matters— Primary Covered Transactions" in the form set forth in Exhibit H.
Additionally, Contractor must immediately advise the County in writing if, during the term of the
Agreement: (1) Contractor becomes suspended, debarred, excluded or ineligible for
participation in Federal or State funded programs or from receiving federal funds as listed in the
excluded parties list system (http://www.epls.gov); or (2) any of the above listed conditions
become applicable to Contractor. Contractor shall indemnify, defend, and hold County harmless
for any loss or damage resulting from a conviction, debarment, exclusion, ineligibility, or other
matter listed in the signed Certification Regarding Debarment, Suspension, and Other
Responsibility Matters.
Article 15
General Terms
15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
Agreement may not be modified, and no waiver is effective, except by written agreement signed
by both parties. Contractor acknowledges that County employees have no authority to modify
this Agreement except as expressly provided in this Agreement.
P-25-207 16
(A) Notwithstanding the above, non-material changes to services, staffing, and
responsibilities of Contractor, as needed, to accommodate changes in the laws relating
to service requirements, may be made with the signed written approval of County's DBH
Director, or designee, and Contractor through an amendment approved by County's
County Counsel and the County's Auditor-Controller/Treasurer-Tax Collector's Office.
Said modifications shall not result in any change to the maximum compensation amount
payable to Contractor, as stated herein.
15.2 Rate Modification. In addition, changes to service rates on each individual
Contractor's Exhibit C, et seq. that do not exceed 5% of the approved rate, or that are needed to
accommodate state-mandated rate increases, may be made with the written approval of the
DBH Director, or designee. These rate changes may not add or alter any other terms or
conditions of the Agreement. Said modifications shall not result in any change to the annual
maximum compensation amount payable to Contractor, as stated herein.
15.3 Non-Assignment. Neither party may assign its rights or delegate its obligations
under this Agreement without the prior written consent of the other party.
15.4 Governing Law. The laws of the State of California govern all matters arising from
or related to this Agreement.
15.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
County, California. Contractor consents to California jurisdiction for actions arising from or
related to this Agreement, and, subject to the Government Claims Act, all such actions must be
brought and maintained in Fresno County.
15.6 Construction. The final form of this Agreement is the result of the parties' combined
efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
against either party.
15.7 Days. Unless otherwise specified, "days" means calendar days.
15.8 Headings. The headings and section titles in this Agreement are for convenience
only and are not part of this Agreement.
P-25-207 17
15.9 Severability. If anything in this Agreement is found by a court of competent
jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
this Agreement with lawful and enforceable terms intended to accomplish the parties' original
intent.
15.10 Nondiscrimination. During the performance of this Agreement, Contractor shall not
unlawfully discriminate against any employee or applicant for employment, or recipient of
services, 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, military status or veteran status pursuant to
all applicable State of California and federal statutes and regulation.
Contractor shall take affirmative action to ensure that services to intended Medi-Cal
beneficiaries are provided without use of any policy or practice that has the effect of
discriminating on the basis of race, color, religion, ancestry, marital status, national origin,
ethnic group identification, sex, sexual orientation, gender, gender identity, age, medical
condition, genetic information, health status or need for health care services, or mental or
physical disability.
15.11 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
of Contractor under this Agreement on any one or more occasions is not a waiver of
performance of any continuing or other obligation of Contractor and does not prohibit
enforcement by the County of any obligation on any other occasion.
15.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
between Contractor and the County with respect to the subject matter of this Agreement, and it
supersedes all previous negotiations, proposals, commitments, writings, advertisements,
publications, and understandings of any nature unless those things are expressly included in
this Agreement. If there is any inconsistency between the terms of this Agreement without its
exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
P-25-207 18
precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
exhibits.
15.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
create any rights or obligations for any person or entity except for the parties.
15.14 Authorized Signature. Contractor represents and warrants to the County that:
15.15 Contractor is duly authorized and empowered to sign and perform its
obligations under this Agreement.
15.16 The individual signing this Agreement on behalf of Contractor is duly
authorized to do so and his or her signature on this Agreement legally binds Contractor
to the terms of this Agreement.
15.17 Electronic Signatures. The parties agree that this Agreement may be executed by
electronic signature as provided in this section.
(A) An "electronic signature" means any symbol or process intended by an individual
signing this Agreement to represent their signature, including but not limited to (1) a
digital signature; (2) a faxed version of an original handwritten signature; or (3) an
electronically scanned and transmitted (for example by PDF document) version of an
original handwritten signature.
(B) Each electronic signature affixed or attached to this Agreement (1) is deemed
equivalent to a valid original handwritten signature of the person signing this Agreement
for all purposes, including but not limited to evidentiary proof in any administrative or
judicial proceeding, and (2) has the same force and effect as the valid original
handwritten signature of that person.
(C)The provisions of this section satisfy the requirements of Civil Code section
1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
Part 2, Title 2.5, beginning with section 1633.1).
(D) Each party using a digital signature represents that it has undertaken and
satisfied the requirements of Government Code section 16.5, subdivision (a),
P-25-207 19
paragraphs (1) through (5), and agrees that each other party may rely upon that
representation.
(E) This Agreement is not conditioned upon the parties conducting the transactions
under it by electronic means and either party may sign this Agreement with an original
handwritten signature.
15.18 Counterparts. This Agreement may be signed in counterparts, each of which is an
original, and all of which together constitute this Agreement.
[SIGNATURE PAGE FOLLOWS]
P-25-207 20
The parties are signing this Agreement on the date stated in the introductory clause.
K&L Clinical Forensic Practice, INC.
COUNTY OF FRESNO
Digitally signed by Riley Blackburn
Riley Blackburn Date:2025.05.27 13:59:28-07'00'
Tamar Kenworthy, PsyD, President Riley Blackburn
Purchasing Manager
3447 W. Shaw Ave. #101 333 W. Pontiac Way
Fresno, CA 93711 Clovis, CA 93612
For accounting use only:
Org No.: 56302175
Account No.: 7295/0
Fund No.: 0001
Subclass No.: 10000
P-25-207 21
Scope of Work
I. Background
In accordance with Welfare and Institutions Code (WIC) Section 709, the Court, or the
Counsel of a minor subject to juvenile proceedings, may express doubt as to the minor's
competency. Competency may come into question if the minor is unable to understand
the nature of the proceedings, to understand the roles of those involved in the
proceedings and is unable to have a factual and rational understanding of the charges
brought against them to consult with Counsel to assist in preparing the minor's defense.
If the Court finds substantial evidence of doubt regarding the minor's competency, the
proceedings are suspended, and the Court will order a competency evaluation for the
minor.
Upon a finding of incompetency by an expert, the court will refer the minor to services
designed to help the minor attain competency. Remediation services are to be provided
in the least restrictive environment consistent with public safety, as determined by the
co rt.
The Contractor who will perform competency remediation services will interview and
assess individuals who have been officially identified by the Court to be IST and perform
this service for youths under WIC §709.
II. Scope of Services
A. Summary of Services
1. Contractor shall provide the County with services necessary for a
Competency Remediation Program to remediate youth that are
declared incompetent to stand trial (IST) by the Court. Education and
training services will be provided to youth in attaining competency by
assisting the youth in understanding the proceedings, court processes
and function, and individuals involved, which include but are not limited
to:
a) The position and roles of the people in the courtroom, including
the judge, prosecutor, defense, bailiff, and other officers of the
Court;
b) The nature of the proceedings, the charges brought against the
youth and the possible penalties;
c) The rights of the youth to an attorney, attorney/client privilege and
the role of the defense;
P-25-207 22
d) The ability to assist the defense counsel in their own defense with
a reasonable degree of rational understanding;
2. As part of remediation services, Contractor shall incorporate evidence-
based practices and may incorporate standard psychological
assessments used for diagnosis and treatment planning, including but
not limited to:
a) MMSE-2: Mini-Mental Status Exam, 2nd Edition
b) MMPI-A: Minnesota Multiphasic Personality Inventory-Adolescent
c) WISC: Wechsler Intelligence Scale for Children, 5th Edition
3. Contractor shall provide DBH a standard remediation curriculum, along
with a defined remediation curriculum for each youth served.
4. The first period of remediation should not exceed six (6) months from
the finding of incompetence to stand trial. If further remediation services
are ordered after the initial six (6) months and the petition does not
include a WIC §707(b) offense, the total period of remediation shall not
exceed one (1) year from the finding of incompetence. If the petition
contains a WIC §707(b) offense, the total remediation period shall not
exceed eighteen (18) months from the finding of incompetence.
5. The Court has the discretion regarding where to place a minor while
services are provided. Contractor shall be responsible for providing
services in the community, when it is known that they will be released
during the remediation period or at the County's Juvenile Justice
Campus (JJC), located at 3333 E. American Ave, Fresno, CA 93727.
For minors receiving remediation services in custody, the remediator
should make every effort to provide services a minimum of twice a
week. The remediator shall document attempts to engage the minor as
part of reporting submitted to the Court. The Contractor shall make
necessary arrangements to meet the minor. Face-to-face services are
preferred, but telehealth may be utilized, when appropriate.
III. Staffing
1. Contractor must have the following qualifications and training to provide and
supervise competency remediation services:
a. Current licensure as specified in Evidence Code 1010 (Division 8, Chapter
4, Article 7, Psychotherapist-Patient Privilege) as one of the following:
i. Psychiatrist,
P-25-207 23
ii. Clinical Psychologist,
iii. Clinical Social Worker,
iv. Marriage and Family Therapist, or
V. Professional Counselor
b. Has received training in legal standards of competency to stand trial,
including WIC 709, California Rule of Court 5.645 and relevant case law.
c. Experience with mental health evaluations of youth and providing court-
ordered remediation services for youth.
2. Contractor may employ individuals to provide competency remediation services
under the supervision of a licensed psychiatrist, psychologist, social worker,
marriage and family therapist, professional counselor or case manager.
Individuals providing competency remediation services should have training and
experience as listed in Sections III(1)(b) and III(1)(c) above.
IV. Reports
1. Contractor shall provide a report to the Court, Youth's Counsel and DBH as it
relates to the participation and progress in the competency remediation program.
The report should indicate the degree of progress towards regaining competency
and the minor's compliance with the current remediation plan. The report shall be
provided two court days prior to each Remediation Review Hearing.
2. If the minor does not participate in remediation services, the Contractor shall
notify DBH immediately.
3. Contractor shall submit all information and data required by County and State.
Reporting requirements include, but are not limited to the following:
a) Logic Manager Incident Reporting —as needed, when incidents
occur, Contractor shall file an incident report for all incidents
involving persons served, following County DBH's Incident
Reporting protocol.
b) Grievance Log —due the 20th of each month;
c) Cultural Competency Survey— Completed semi-annually in a
format to be determined by DBH;
d) Culturally and Linguistically Appropriate Services (CLAS) -
Annually, upon request by the County, Contractor shall complete
an agency CLAS survey in a format determined by the County and
P-25-207 24
shall submit a CLAS Self-Assessment, including an
Implementation Plan;
4. Additionally, Contractor will be required to meet any deadlines for reports as
requested by the County and/or Court for youth receiving service.
P-25-207 25
DBH VISION:
Health and well-being for our community.
DBH MISSION:
DBH, in partnership with our diverse community, is dedicated to providing quality, culturally
responsive, behavioral health services to promote wellness, recovery, and resiliency for
individuals and families in our community.
DBH GOALS:
Quadruple Aim
• Deliver quality care
• Maximize resources while focusing on efficiency
• Provide an excellent care experience
• Promote workforce well-being
GUIDING PRINCIPLES OF CARE DELIVERY:
The DBH 11 principles of care delivery define and guide a system that strives for excellence in the
provision of behavioral health services where the values of wellness, resiliency, and recovery are
central to the development of programs, services, and workforce. The principles provide the
clinical framework that influences decision-making on all aspects of care delivery including
program design and implementation, service delivery, training of the workforce, allocation of
resources, and measurement of outcomes.
1. Principle One -Timely Access & Integrated Services
o Individuals and families are connected with services in a manner that is streamlined,
effective, and seamless
o Collaborative care coordination occurs across agencies, plans for care are integrated,
and whole person care considers all life domains such as health, education,
employment, housing, and spirituality
o Barriers to access and treatment are identified and addressed
o Excellent customer service ensures individuals and families are transitioned from one
point of care to another without disruption of care
P-25-207 26
2. Principle Two - Strengths-based
o Positive change occurs within the context of genuine trusting relationships
o Individuals, families, and communities are resourceful and resilient in the way they
solve problems
o Hope and optimism is created through identification of, and focus on, the unique
abilities of individuals and families
3. Principle Three - Person-driven and Family-driven
o Self-determination and self-direction are the foundations for recovery
o Individuals and families optimize their autonomy and independence by leading the
process, including the identification of strengths, needs, and preferences
o Providers contribute clinical expertise, provide options, and support individuals and
families in informed decision making, developing goals and objectives, and identifying
pathways to recovery
o Individuals and families partner with their provider in determining the services and
supports that would be most effective and helpful and they exercise choice in the
services and supports they receive
4. Principle Four- Inclusive of Natural Supports
o The person served identifies and defines family and other natural supports to be
included in care
o Individuals and families speak for themselves
o Natural support systems are vital to successful recovery and the maintaining of
ongoing wellness; these supports include personal associations and relationships
typically developed in the community that enhance a person's quality of life
o Providers assist individuals and families in developing and utilizing natural supports.
5. Principle Five - Clinical Significance and Evidence Based Practices (EBP)
o Services are effective, resulting in a noticeable change in daily life that is measurable.
o Clinical practice is informed by best available research evidence, best clinical
expertise, and values and preferences of those we serve
P-25-207 27
o Other clinically significant interventions such as innovative, promising, and emerging
practices are embraced
6. Principle Six- Culturally Responsive
o Values, traditions, and beliefs specific to an individual's or family's culture(s) are
valued and referenced in the path of wellness, resilience, and recovery
o Services are culturally grounded, congruent, and personalized to reflect the unique
cultural experience of each individual and family
o Providers exhibit the highest level of cultural humility and sensitivity to the self-
identified culture(s) of the person or family served in striving to achieve the greatest
competency in care delivery
7. Principle Seven -Trauma-informed and Trauma-responsive
o The widespread impacts of all types of trauma are recognized and the various
potential paths for recovery from trauma are understood
o Signs and symptoms of trauma in individuals, families, staff, and others are recognized
and persons receive trauma-informed responses
o Physical, psychological and emotional safety for individuals, families, and providers is
emphasized
8. Principle Eight - Co-occurring Capable
o Services are reflective of whole-person care; providers understand the influence of
bio-psycho-social factors and the interactions between physical health, mental health,
and substance use disorders
o Treatment of substance use disorders and mental health disorders are integrated; a
provider or team may deliver treatment for mental health and substance use
disorders at the same time
9. Principle Nine - Stages of Change, Motivation, and Harm Reduction
o Interventions are motivation-based and adapted to the person's stage of change
o Progression though stages of change are supported through positive working
relationships and alliances that are motivating
P-25-207 28
o Providers support individuals and families to develop strategies aimed at reducing
negative outcomes of substance misuse though a harm reduction approach
o Each individual defines their own recovery and recovers at their own pace when
provided with sufficient time and support
10. Principle Ten - Continuous Quality Improvement and Outcomes-Driven
o Individual and program outcomes are collected and evaluated for quality and efficacy
o Strategies are implemented to achieve a system of continuous quality improvement
and improved performance outcomes
o Providers participate in ongoing professional development activities needed for
proficiency in practice and implementation of treatment models
11. Principle Eleven - Health and Wellness Promotion, Illness and Harm Prevention, and Stigma
Reduction
o The rights of all people are respected
o Behavioral health is recognized as integral to individual and community well-being
o Promotion of health and wellness is interwoven throughout all aspects of DBH services
o Specific strategies to prevent illness and harm are implemented at the individual,
family, program, and community levels
o Stigma is actively reduced by promoting awareness, accountability, and positive
change in attitudes, beliefs, practices, and policies within all systems
o The vision of health and well-being for our community is continually addressed
through collaborations between providers, individuals, families, and community
members
P-25-207 29
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit C. The Contractor is not entitled to any compensation
except as expressly provided in this exhibit. The rate below is inclusive of service cost, no-
shows, late cancelations, and mileage. Service cost includes the use of master's level clinicians
and doctoral practicum students who work under the supervision of a licensed psychologist. The
Contractor shall only invoice the County for actual service provided.
K&L Clinical Forensic Practice, Inc.
Service Rates
Juvenile Remediation Services $185/hour
P-25-207 30
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
P-25-207 31
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 11
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County of Fresno, Department of Behavioral Health
—Attention Plan Administration, 1925 E Dakota Ave, Fresno, CA 93726, or electronically
to DBHPlanAdmin(aD_fresnocountyca.gov with a copy to the assigned County's
Department of Behavioral Health (DBH) Staff Analyst, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
P-25-207 32
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
P-25-207 33
Data Security
1. Definitions
Capitalized terms used in this Exhibit have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit.
(C)"Director" means the County's Director of the Department of Behavioral Health or his or
her designee.
(D)"Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit.
P-25-207 34
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information.
(C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
P-25-207 35
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b)
P-25-207 36
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or
remote installation, or (b) transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection, or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) strictly segregating Personal Information from all other information of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating system
and software vendor security patches;
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real-time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
P-25-207 37
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the
following email addresses: incidents(a)fresnocountyca.gov, 559-600-5900, (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
P-25-207 38
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
(D)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
S. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit.
(C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit. that apply to the Contractor
with respect to such Personal Information by incorporating the relevant provisions of
these provisions into a valid and binding written agreement between the Contractor and
such Authorized Persons, or amending any written agreements to provide same.
P-25-207 39
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit,
such certification shall state the date, time, and manner (including standard) of disposal and by
whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit to all such Personal
Information and copies of Personal Information. The Contractor shall not retain any copy of any
Personal Information after returning or disposing of Personal Information as required by this
section 6. The Contractor's obligations under this section 6 survive the termination of this
Agreement and apply to all Personal Information that the Contractor retains if return or disposal
is not feasible and to all Personal Information that the Contractor may later discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit and the cost of pursuing any insurance providers,
arising out of or resulting from any third party claim or action against any County Indemnitee in
relation to the Contractor's, its officers, employees, or agents, or any Authorized Employee's or
Authorized Person's, performance or failure to perform under this Exhibit or arising out of or
resulting from the Contractor's failure to comply with any of its obligations under this section 8.
The provisions of this section 8 do not apply to the acts or omissions of the County. The
provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend,
indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of
this section 8 shall survive the termination of this Agreement.
P-25-207 40
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit is
intended to confer, nor shall anything in this Exhibit confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
P-25-207 41
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County'),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
P-25-207 42
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to)
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a)
(5)Authorized Signature
Signature: Date:
P-25-207 43
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of Entity D/B/A
K&L Clinical Forensic Practice, INC
Address(number,street) City State ZIP Code
3447 W. Shaw Ave Suite 101 Fresno CA 93711
CILIA Number Taxpayer ID Number(EIN)/Social Security Number Telephone Number
99-3735122 ( 559 ) 257-2717
II. Answer the following questions by checking "Yes" or "No." If any of the questions are answered "Yes," list all names
and addresses (primary, every business location, and P.O. Box address)of individuals or corporations under"Remarks"on
page 2. Identify each item number to be continued.
A. Are there any individuals or organizations having a direct or indirect ownership or control interest YES No
of five percent or more in the institution, organizations, or agency that have been convicted of a criminal
offense related to the involvement of such persons or organizations in any of the programs established
by Titles XVIII, XIX, or XX?......................................................................................................................... n X
B. Are there any directors, officers, agents, or managing employees of the institution, agency, or
organization who have ever been convicted of a criminal offense related to their involvement in such
programs established by Titles XVIII, XIX, or XX?...................................................................................... o X
C. Are there any individuals currently employed by the institution, agency, or organization in a managerial,
accounting, auditing, or similar capacity who were employed by the institution's, organization's, or
agency's fiscal intermediary or carrier within the previous 12 months? (Title XVIII providers only)........... o X
III. A. List names, addresses for individuals, or the EIN for organizations having direct or indirect ownership or a controlling
interest in the entity. (See instructions for definition of ownership and controlling interest.) List any additional names
and addresses (primary, every business location, and P.O. Box address) under "Remarks" on page 2. If more than
one individual is reported and any of these persons are related to each other, this must be reported under"Remarks."
NAME DOB ADDRESS EIN
Tamar Kenworthy 09/12/1977 99-373512
B. Type of entity: o Sole proprietorship o Partnership ® Corporation
o Unincorporated Associations o Other(specify)
C. If the disclosing entity is a corporation, list names, addresses of the directors, and EINs for corporations
under"Remarks."
D. Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities?
(Example: sole proprietor, partnership, or members of Board of Directors) If yes, list names, addresses
of individuals, and provider numbers........................................................................................................... o X
NAME DOB ADDRESS PROVIDER
P-25-207 44
YES NO
IV. A. Has there been a change in ownership or control within the last year?....................................................... X n
If yes, give date.
B. Do you anticipate any change of ownership or control within the year?....................................................... n X
If yes, when?
C. Do you anticipate filing for bankruptcy within the year?................................................................................ n X
If yes, when?
V. Is the facility operated by a management company or leased in whole or part by another organization?.......... 0 X
If yes, give date of change in operations.
VI. Has there been a change in Administrator, Director of Nursing, or Medical Director within the last year?......... o X
VII. A. Is this facility chain affiliated? ........................... .......................................................................................... o X
If yes, list name, address of corporation, and EIN.
Name EIN
Address(number,name) City State ZIP code
B. If the answer to question VII.A. is NO, was the facility ever affiliated with a chain?
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address(number,name) City State ZIP code
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative(typed) Title
Tamar Kenworthy, PsyD Owner/ K&L President
Signature 1/ Date
05/23/2025
Remarks
P-25-207 Exf it G
Page 3 of 3
INSTRUCTIONS FOR COMPLETING DISCLOSURE OF CONTROL AND INTEREST STATEMENT
Please answer all questions as of the current date. If the yes block for any item is checked,list requested additional information under
the Remarks Section on page 2,referencing the item number to be continued. If additional space is needed use an attached sheet.
DETAILED INSTRUCTIONS
These instructions are designed to clarify certain questions on the form.Instructions are listed in question order for easy reference.No
instructions have been given for questions considered self-explanatory.
IT IS ESSENTIAL THAT ALL APPLICABLE QUESTIONS BE ANSWERED ACCURATELY AND THAT ALL INFORMATION
BE CURRENT.
Item I-Under"Identifying Information"specify in what capacity the entity is doing business as(DBA)(e.g.name of trade or
corporation).
Item II- Self-explanatory
Item III-List the names of all individuals and organizations having direct or indirect ownership interests,or controlling interest
separately or in combination amounting to an ownership interest of 5 percent or more in the disclosing entity.
Direct ownership interest-is defined as the possession of stock,equity in capital or any interest in the profits of the disclosing entity.
A disclosing entity is defined as a Medicare provider or supplier,or other entity that furnishes services or arranges for furnishing
services under Medicaid or the Maternal and Child Health program,or health related services under the social services program.
Indirect ownership interest-is defined as ownership interest in an entity that has direct or hospital-based home health agencies,are not
indirect ownership interest in the disclosing entity. The amount of indirect ownership in the disclosing entity that is held by any other
entity is determined by multiplying the percentage of ownership interest at each level. An indirect ownership interest must beds in the
facility now and the previous be reported if it equates to an ownership interest of 5 percent or more in the disclosing entity.Example:
if A owns 10 percent of the stock in a corporation that owns 80 percent of the stock of the disclosing entity,A's interest equates to an 8
percent indirect ownership and must be reported.
Controlling interest-is defined as the operational direction or management of disclosing entity which may be maintained by any or all
of the following devices:the ability or authority,expressed or reserved,to amend or change the corporate identity(i.e.,joint venture
agreement,unincorporated business status)of the disclosing entity;the ability or authority to nominate or name members of the Board
of Directors or Trustees of the disclosing entity;the ability or authority,expressed or reserved,to amend or change the by-laws,
constitution,or other operating or management direction of the disclosing entity;the right to control any or all of the assets or other
property of the disclosing entity upon the sale or dissolution of that entity;the ability or authority,expressed or reserved,to control the
sale of any or all of the assets,to encumber such assets by way of mortgage or other indebtedness,to dissolve the entity or to arrange
for the sale or transfer of the disclosing entity to new ownership or control.
Item IV-VII-(Changes in Provider Status)For Items IV-VII,if the yes box is checked,list additional information requested under
Remarks. Clearly identify which item is being continued.
Change in provider status-is defined as any change in management control. Examples of such changes would include;a change in
Medical or Nursing Director,a new Administrator,contracting the operation of the facility to a management corporation,a change in
the composition of the owning partnership which under applicable State law is not considered a change in ownership, or the hiring or
dismissing of any employees with 5 percent or more financial interest in the facility or in an owning corporation,or any change of
ownership.
Item IV-(A&B)If there has been a change in ownership within the last year or if you anticipate a change,indicate the date in the
appropriate space.
Item V-If the answer is yes,list name of the management firm and employer identification number(EIN),or the name of the leasing
organization.A management company is defined as any organization that operates and manages a business on behalf of the owner of
that business,with the owner retaining ultimate legal responsibility for operation of the facility.
Item VI-If the answer is yes,identify which has changed(Administrator,Medical Director,or Director of Nursing)and the date the
change was made. Be sure to include name of the new Administrator,Director of Nursing or Medical Director,as appropriate.
Item VII-A chain affiliate is any free-standing health care facility that is either owned,controlled,or operated under lease or contract
by an organization consisting of two or more free-standing health care facilities organized within or across State lines which is under
the ownership or through any other device,control and direction of a common party. Chain affiliates include such facilities whether
public,private,charitable or proprietary. They also include subsidiary organizations and holding corporations. Provider-based
facilities,such as hospital-based home health agencies,are not considered to be chain affiliates.
P-25-207 46
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is
providing the certification set out below.
2. The inability of a person to provide the certification required below will not
necessarily result in denial of participation in this covered transaction. The prospective
participant shall submit an explanation of why it cannot provide the certification set out
below. The certification or explanation will be considered in connection with the
department or agency's determination whether to enter into this transaction. However,
failure of the prospective primary participant to furnish a certification or an explanation
shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which
reliance was placed when the department or agency determined to enter into this
transaction. If it is later determined that the prospective primary participant knowingly
rendered an erroneous certification, in addition to other remedies available to the
Federal Government, the department or agency may terminate this transaction for
cause or default.
4. The prospective primary participant shall provide immediate written notice to
the department or agency to which this proposal is submitted if at any time the
prospective primary participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as
used in this clause, have the meanings set out in the Definitions and Coverage
sections of the rules implementing Executive Order 12549. You may contact the
department or agency to which this proposal is being submitted for assistance in
obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment
of a system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
P-25-207 47
CERTIFICATION
(1) The prospective primary participant certifies to the best of its knowledge and belief,
that it, its owners, officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
(c) (d) Have not within a three-year period preceding this application/proposal
had one or more public transactions (Federal, State or local) terminated for cause or
default.
(2) Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
Signature: 4�� Date: 05/23/2025
p,.�` C L
Tamar Kenworthy, Owner K&L Clinical Forensic Practice, INC
(Printed Name & Title) (Name of Agency or
Company)