HomeMy WebLinkAboutAgreement with On Call Transport LLC - A-25-194.pdf Agreement No. 25-194
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated May 20, 2025 and is between
3 On Call Transport LLC, a Limited Liability Company ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Department of Behavioral Health (DBH), is a Mental Health Plan
7 (MHP) as defined in Title 9 of the California Code of Regulations, section 1810.226.
8 B. The County's DBH requires non-emergency medical transportation services to be
9 provided on a twenty-four (24) hours per day, seven (7) days a week basis to transport mental
10 health clients as specified in this Agreement.
11 C. On January 17, 2025, a Request for Quotation (RFQ), RFQ No. 25-049, for Non-
12 Emergency Transportation services was issued, and on January 31, 2025, Addendum No. One
13 (1) to County's RFQ No. 25-049 was issued. The RFQ received two bid responses. The County
14 selected the lowest bid which belonged to On Call Transport LLC.
15 D. The Contractor represents that it can satisfactorily provide the services described in this
16 Agreement, pursuant to the terms of the Agreement.
17 E. The purpose of this Agreement is to establish the terms and conditions under which the
18 Contractor will provide the requested services.
19 The parties therefore agree as follows:
20 Article 1
21 Contractor's Services
22 1.1 Scope of Services. The Contractor shall perform all of the services provided in
23 Exhibit A to this Agreement, titled "Scope of Services."
24 1.2 Contractor shall also perform all services and fulfill all responsibilities as specified in
25 County's RFQ No. 25-049.
26 1.3 Representation. The Contractor represents that it is qualified, ready, willing, and
27 able to perform all of the services provided in this Agreement.
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1 1.4 Compliance with Laws. The Contractor shall, at its own cost, comply with all
2 applicable federal, state, and local laws and regulations in the performance of its obligations
3 under this Agreement, including but not limited to workers compensation, labor, and
4 confidentiality laws and regulations. Additionally, Contractor shall comply with laws and
5 regulations in Exhibit B to this Agreement, titled "Fresno County Behavioral Health
6 Requirements".
7 Article 2
8 County's Responsibilities
9 2.1 The County shall oversee the performance of the Contractor under this Agreement,
10 including periodic evaluation of work completed and compliance with the specified terms
11 outlined in Exhibit A.
12 Article 3
13 Compensation, Invoices, and Payments
14 3.1 The County agrees to pay, and the Contractor agrees to receive compensation for
15 the performance of its services under this Agreement as described in Exhibit C to this
16 Agreement, titled "Fresno County Department of Behavioral Health Financial Terms and
17 Conditions".
18 3.2 Additional Fiscal Requirements. The Contractor shall comply with all Fiscal
19 requirements in Exhibit C to this Agreement.
20 Article 4
21 Term of Agreement
22 4.1 Term. This Agreement is effective on July 1, 2025 and terminates on June 30, 2028
23 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
24 below.
25 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
26 year periods only upon written approval of both parties at least thirty (30) days before the first
27 day of the next one-year extension period. The County's DBH Director or his or her designee is
28 authorized to sign the written approval on behalf of the County based on the Contractor's
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1 satisfactory performance. The extension of this Agreement by the County is not a waiver or
2 compromise of any default or breach of this Agreement by the Contractor existing at the time of
3 the extension whether or not known to the County.
4 Article 5
5 Notices
6 5.1 Contact Information. The persons and their addresses having authority to give and
7 receive notices provided for or permitted under this Agreement include the following:
8
For the County:
9 Director, Department of Behavioral Health
County of Fresno
10 1925 E Dakota Avenue
Fresno, CA 93726
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For the Contractor:
12 On Call Transport
Linda Cooper
13 2491 Alluvia Ave STE 67
Clovis, CA 93611
14 onca1183@yahoo.com
15 5.2 Change of Contact Information. Either party may change the information in section
16 5.1 by giving notice as provided in section 5.3.
17 5.3 Method of Delivery. Each notice between the County and the Contractor provided
18 for or permitted under this Agreement must be in writing, state that it is a notice provided under
19 this Agreement, and be delivered either by personal service, by first-class United States mail, by
20 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
21 Document Format (PDF) document attached to an email.
22 (A) A notice delivered by personal service is effective upon service to the recipient.
23 (B) A notice delivered by first-class United States mail is effective three (3) County
24 business days after deposit in the United States mail, postage prepaid, addressed to the
25 recipient.
26 (C)A notice delivered by an overnight commercial courier service is effective one
27 County business day after deposit with the overnight commercial courier service,
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1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 (D)A notice delivered by telephonic facsimile transmission or by PDF document
4 attached to an email is effective when transmission to the recipient is completed (but, if
5 such transmission is completed outside of County business hours, then such delivery is
6 deemed to be effective at the next beginning of a County business day), provided that
7 the sender maintains a machine record of the completed transmission.
8 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
9 nothing in this Agreement establishes, waives, or modifies any claims presentation
10 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
11 of Title 1 of the Government Code, beginning with section 810).
12 Article 6
13 Termination and Suspension
14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
15 contingent on the approval of funds by the appropriating government agency. If sufficient funds
16 are not allocated, then the County, upon at least thirty (30) days' advance written notice to the
17 Contractor, may:
18 (A) Modify the services provided by the Contractor under this Agreement; or
19 (B) Terminate this Agreement.
20 6.2 Termination for Breach.
21 (A) Upon determining that a breach (as defined in paragraph (C) below) has
22 occurred, the County may give written notice of the breach to the Contractor. The written
23 notice may suspend performance under this Agreement, and must provide at least 30
24 days for the Contractor to cure the breach.
25 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
26 time stated in the written notice, the County may terminate this Agreement immediately.
27 (C) For purposes of this section, a breach occurs when, in the determination of the
28 County, the Contractor has:
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1 (1) Obtained or used funds illegally or improperly;
2 (2) Failed to comply with any part of this Agreement;
3 (3) Submitted a substantially incorrect or incomplete report to the County; or
4 (4) Improperly performed any of its obligations under this Agreement.
5 6.3 Termination without Cause. In circumstances other than those set forth above, the
6 County may terminate this Agreement by giving at least thirty (30) days advance written notice
7 to the Contractor.
8 6.4 Economic Sanctions. In accordance with Executive Order N-6-22 regarding
9 Economic Sanctions against Russia and Russian entities and individuals, the County may
10 terminate this Agreement if the Contractor is a target of Economic Sanctions or is conducting
11 prohibited transactions with sanctioned individuals or entities. The County shall provide at least
12 thirty (30) days advance written notice to the Contractor.
13 6.5 No Penalty or Further Obligation. Any termination of this Agreement by the County
14 under this Article 6 is without penalty to or further obligation of the County.
15 6.6 County's Rights upon Termination. Upon termination for breach under this Article
16 6, the County may demand repayment by the Contractor of any monies disbursed to the
17 Contractor under this Agreement that, in the County's sole judgment, were not expended in
18 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
19 demand. This section survives the termination of this Agreement.
20 Article 7
21 Independent Contractor
22 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
23 agents, employees, and volunteers, is at all times acting and performing as an independent
24 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
25 venturer, partner, or associate of the County.
26 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
27 manner or method of the Contractor's performance under this Agreement, but the County may
28 verify that the Contractor is performing according to the terms of this Agreement.
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1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
2 right to employment rights or benefits available to County employees. The Contractor is solely
3 responsible for providing to its own employees all employee benefits required by law. The
4 Contractor shall save the County harmless from all matters relating to the payment of
5 Contractor's employees, including compliance with Social Security withholding and all related
6 regulations.
7 7.4 Services to Others. The parties acknowledge that, during the term of this
8 Agreement, the Contractor may provide services to others unrelated to the County.
9 Article 8
10 Indemnity and Defense
11 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
12 County (including its officers, agents, employees, and volunteers) against all claims, demands,
13 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
14 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
15 the performance or failure to perform by the Contractor (or any of its officers, agents,
16 subcontractors, or employees) under this Agreement. The County may conduct or participate in
17 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
18 defend the County.
19 8.2 Survival. This Article 8 survives the termination of this Agreement.
20 Article 9
21 Insurance
22 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
23 Agreement.
24 Article 10
25 Inspections, Audits, and Public Records
26 10.1 Inspection of Documents. The Contractor shall make available to the County, and
27 the County may examine at any time during business hours and as often as the County deems
28 necessary, all of the Contractor's records and data with respect to the matters covered by this
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1 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
2 request by the County, permit the County to audit and inspect all of such records and data to
3 ensure the Contractor's compliance with the terms of this Agreement.
4 10.2 State Audit Requirements. If the compensation to be paid by the County under this
5 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
6 California State Auditor, as provided in Government Code section 8546.7, for a period of three
7 years after final payment under this Agreement. This section survives the termination of this
8 Agreement.
9 10.3 Public Records. The County is not limited in any manner with respect to its public
10 disclosure of this Agreement or any record or data that the Contractor may provide to the
11 County. The County's public disclosure of this Agreement or any record or data that the
12 Contractor may provide to the County may include but is not limited to the following:
13 (A) The County may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose this Agreement to the public or such governmental
15 agency.
16 (B) The County may voluntarily, or upon request by any member of the public or
17 governmental agency, disclose to the public or such governmental agency any record or
18 data that the Contractor may provide to the County, unless such disclosure is prohibited
19 by court order.
20 (C)This Agreement, and any record or data that the Contractor may provide to the
21 County, is subject to public disclosure under the Ralph M. Brown Act (California
22 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
23 (D)This Agreement, and any record or data that the Contractor may provide to the
24 County, is subject to public disclosure as a public record under the California Public
25 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
26 with section 6250) ("CPRA").
27 (E) This Agreement, and any record or data that the Contractor may provide to the
28 County, is subject to public disclosure as information concerning the conduct of the
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1 people's business of the State of California under California Constitution, Article 1,
2 section 3, subdivision (b).
3 (F) Any marking of confidentiality or restricted access upon or otherwise made with
4 respect to any record or data that the Contractor may provide to the County shall be
5 disregarded and have no effect on the County's right or duty to disclose to the public or
6 governmental agency any such record or data.
7 10.4 Public Records Act Requests. If the County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
9 and which the County has a right, under any provision of this Agreement or applicable law, to
10 possess or control, then the County may demand, in writing, that the Contractor deliver to the
11 County, for purposes of public disclosure, the requested records that may be in the possession
12 or control of the Contractor. Within five business days after the County's demand, the
13 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
14 possession or control, together with a written statement that the Contractor, after conducting a
15 diligent search, has produced all requested records that are in the Contractor's possession or
16 control, or (b) provide to the County a written statement that the Contractor, after conducting a
17 diligent search, does not possess or control any of the requested records. The Contractor shall
18 cooperate with the County with respect to any County demand for such records. If the
19 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
20 CPRA or other applicable law, it must deliver the record or data to the County and assert the
21 exemption by citation to specific legal authority within the written statement that it provides to
22 the County under this section. The Contractor's assertion of any exemption from disclosure is
23 not binding on the County, but the County will give at least 10 days' advance written notice to
24 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
25 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
26 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
27 failure to produce any such records, or failure to cooperate with the County with respect to any
28 County demand for any such records.
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1 Article 11
2 Data Security
3 11.1 Contractor shall comply with data security requirements in Exhibit E to this
4 Agreement.
5 Article 12
6 Disclosure of Self-Dealing Transactions
7 12.1 Applicability. This Article 12 applies if the Contractor is operating as a corporation,
8 or changes its status to operate as a corporation.
9 12.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
10 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
11 "Self-Dealing Transaction Disclosure Form" (Exhibit F to this Agreement) and submitting it to the
12 County before commencing the transaction or immediately after.
13 12.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
14 a party and in which one or more of its directors, as an individual, has a material financial
15 interest.
16 Article 13
17 Disclosure of Ownership and/or Control Interest Information
18 13.1 Applicability. This provision is only applicable if Contractor is disclosing entities,
19 fiscal agents, or managed care entities, as defined in Code of Federal Regulations (C.F.R.),
20 Title 42 §§ 455.101, 455.104 and 455.106(a)(1),(2).
21 13.2 Duty to Disclose. Contractor must disclose the following information as requested in
22 the Provider Disclosure Statement, Disclosure of Ownership and Control Interest Statement,
23 Exhibit G:
24 (A) Disclosure of five percent (5%) or More Ownership Interest:
25 (1) In the case of corporate entities with an ownership or control interest in the
26 disclosing entity, the primary business address as well as every business location
27 and P.O. Box address must be disclosed. In the case of an individual, the date of
28 birth and Social Security number must be disclosed.
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1 (2) In the case of a corporation with ownership or control interest in the
2 disclosing entity or in any subcontractor in which the disclosing entity has a five
3 percent (5%) or more interest, the corporation tax identification number must be
4 disclosed.
5 (3) For individuals or corporations with ownership or control interest in any
6 subcontractor in which the disclosing entity has a five percent (5%) or more interest,
7 the disclosure of familial relationship is required.
8 (4) For individuals with five percent (5%) or more direct or indirect ownership
9 interest of a disclosing entity, the individual shall provide evidence of completion of a
10 criminal background check, including fingerprinting, if required by law, prior to
11 execution of Contract. (42 C.F.R. § 455.434)
12 (B) Disclosures Related to Business Transactions:
13 (1) The ownership of any subcontractor with whom Contractor has had business
14 transactions totaling more than $25,000 during the twelve (12) month period ending
15 on the date of the request.
16 (2) Any significant business transactions between Contractor and any wholly
17 owned supplier, or between Contractor and any subcontractor, during the five (5)
18 year period ending on the date of the request. (42 C.F.R. § 455.105(b).)
19 (C) Disclosures Related to Persons Convicted of Crimes:
20 (1) The identity of any person who has an ownership or control interest in the
21 provider or is an agent or managing employee of the provider who has been
22 convicted of a criminal offense related to that person's involvement in any program
23 under the Medicare, Medicaid, or the Title XXI services program since the inception
24 of those programs. (42 C.F.R. § 455.106.)
25 (2) County shall terminate the enrollment of Contractor if any person with five
26 percent (5%) or greater direct or indirect ownership interest in the disclosing entity
27 has been convicted of a criminal offense related to the person's involvement with
28 Medicare, Medicaid, or Title XXI program in the last ten (10) years.
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1 13.3 Contractor must provide disclosure upon execution of Contract, extension for
2 renewal, and within thirty-five (35) days after any change in Contractor ownership or upon
3 request of County. County may refuse to enter into an agreement or terminate an existing
4 agreement with Contractor if Contractor fails to disclose ownership and control interest
5 information, information related to business transactions and information on persons convicted
6 of crimes, or if Contractor did not fully and accurately make the disclosure as required.
7 13.4 Contractor must provide the County with written disclosure of any prohibited
8 affiliations under 42 C.F.R. § 438.610. Contractor must not employ or subcontract with providers
9 or have other relationships with providers Excluded from participation in Federal Health Care
10 Programs, including Medi-Cal/Medicaid or procurement activities, as set forth in 42 C.F.R.
11 §438.610.
12 13.5 Reporting. Submissions shall be scanned pdf copies and are to be sent via email to
13 DBHPlanAdministration@fresnocountyca.gov. County may deny enrollment or terminate this
14 Agreement where any person with five percent (5%) or greater direct or indirect ownership
15 interest in Contractor has been convicted of a criminal offense related to that person's
16 involvement with the Medicare, Medicaid, or Title XXI program in the last ten (10) years. County
17 may terminate this Agreement where any person with five percent (5%) or greater direct or
18 indirect ownership interest in the Contractor did not submit timely and accurate information and
19 cooperate with any screening method required in C.F,R, Title 42, Section 455.416
20 Article 14
21 Disclosure of Criminal History and Civil Actions
22 14.1 Applicability. Contractor is required to disclose if any of the following conditions apply
23 to them, their owners, officers, corporate managers, or partners (hereinafter collectively referred
24 to as "Contractor"):
25 (A) Within the three (3) year period preceding the Agreement award, they have been
26 convicted of, or had a civil judgment tendered against them for:
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1 (1) Fraud or criminal offense in connection with obtaining, attempting to obtain,
2 or performing a public (federal, state, or local) transaction or contract under a public
3 transaction;
4 (2) Violation of a federal or state antitrust statute;
5 (3) Embezzlement, theft, forgery, bribery, falsification, or destruction of records;
6 or
7 (4) False statements or receipt of stolen property.
8 (B) Within a three (3) year period preceding their Agreement award, they have had a
9 public transaction (federal, state, or local) terminated for cause or default.
10 14.2 Duty to Disclose. Disclosure of the above information will not automatically eliminate
11 Contractor from further business consideration. The information will be considered as part of the
12 determination of whether to continue and/or renew this Agreement and any additional
13 information or explanation that Contractor elects to submit with the disclosed information will be
14 considered. If it is later determined that the Contractor failed to disclose required information,
15 any contract awarded to such Contractor may be immediately voided and terminated for
16 material failure to comply with the terms and conditions of the award.
17 Contractor must sign a "Certification Regarding Debarment, Suspension, and Other
18 Responsible Matters— Primary Covered Transactions" in the form set forth in Exhibit H.
19 Additionally, Contractor must immediately advise the County in writing if, during the term of the
20 Agreement: (1) Contractor becomes suspended, debarred, excluded or ineligible for
21 participation in Federal or State funded programs or from receiving federal funds as listed in the
22 excluded parties list system (http://www.epls.gov); or (2) any of the above listed conditions
23 become applicable to Contractor. Contractor shall indemnify, defend, and hold County harmless
24 for any loss or damage resulting from a conviction, debarment, exclusion, ineligibility, or other
25 matter listed in the signed Certification Regarding Debarment, Suspension, and Other
26 Responsibility Matters.
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1 Article 15
2 General Terms
3 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 (A) Notwithstanding the above, non-material changes to services, staffing, and
8 responsibilities of the Contractor, as needed, to accommodate changes in the laws
9 relating to service requirements, may be made with the signed written approval of
10 County's DBH Director, or designee, and Contractor through an amendment approved
11 by County's County Counsel and the County's Auditor-Controller/Treasurer-Tax
12 Collector's Office. Said modifications shall not result in any change to the maximum
13 compensation amount payable to Contractor, as stated herein.
14 (B) In addition, changes to service rates on Exhibit C that do not exceed three
15 percent (3%) of the approved rate, or that are needed to accommodate state-mandated
16 rate increases, may be made with the written approval of the DBH Director, or designee.
17 These rate changes may not add or alter any other terms or conditions of the
18 Agreement. Said modifications shall not result in any change to the annual maximum
19 compensation amount payable to Contractor, as stated herein.
20 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
21 under this Agreement without the prior written consent of the other party.
22 15.3 Governing Law. The laws of the State of California govern all matters arising from
23 or related to this Agreement.
24 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
25 County, California. Contractor consents to California jurisdiction for actions arising from or
26 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
27 brought and maintained in Fresno County.
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1 15.5 Construction. The final form of this Agreement is the result of the parties' combined
2 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
3 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
4 against either party.
5 15.6 Days. Unless otherwise specified, "days" means calendar days.
6 15.7 Headings. The headings and section titles in this Agreement are for convenience
7 only and are not part of this Agreement.
8 15.8 Severability. If anything in this Agreement is found by a court of competent
9 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
10 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
11 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
12 intent.
13 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
14 not unlawfully discriminate against any employee or applicant for employment, or recipient of
15 services, because of race, religious creed, color, national origin, ancestry, physical disability,
16 mental disability, medical condition, genetic information, marital status, sex, gender, gender
17 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
18 all applicable State of California and federal statutes and regulation.
19 Contractor shall take affirmative action to ensure that services to intended Medi-Cal
20 beneficiaries are provided without use of any policy or practice that has the effect of
21 discriminating on the basis of race, color, religion, ancestry, marital status, national origin, ethnic
22 group identification, sex, sexual orientation, gender, gender identity, age, medical condition,
23 genetic information, health status or need for health care services, or mental or physical
24 disability.
25 15.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this Agreement on any one or more occasions is not a waiver of
27 performance of any continuing or other obligation of the Contractor and does not prohibit
28 enforcement by the County of any obligation on any other occasion.
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1 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this Agreement,
3 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in
5 this Agreement. If there is any inconsistency between the terms of this Agreement without its
6 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
7 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
8 exhibits.
9 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
10 create any rights or obligations for any person or entity except for the parties.
11 15.13 Authorized Signature. The Contractor represents and warrants to the County that:
12 (A) The Contractor is duly authorized and empowered to sign and perform its
13 obligations under this Agreement.
14 (B) The individual signing this Agreement on behalf of the Contractor is duly
15 authorized to do so and his or her signature on this Agreement legally binds the
16 Contractor to the terms of this Agreement.
17 15.14 Electronic Signatures. The parties agree that this Agreement may be executed by
18 electronic signature as provided in this section.
19 (A) An "electronic signature" means any symbol or process intended by an individual
20 signing this Agreement to represent their signature, including but not limited to (1) a
21 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
22 electronically scanned and transmitted (for example by PDF document) version of an
23 original handwritten signature.
24 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
25 equivalent to a valid original handwritten signature of the person signing this Agreement
26 for all purposes, including but not limited to evidentiary proof in any administrative or
27 judicial proceeding, and (2) has the same force and effect as the valid original
28 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 15.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLL0INS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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ON CALL TRANSPORT LLC COUNTY OF FRESNO
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5 Linda Cooper, Owner Ernest Buddy Me6des, Chairman of the
2491 Alluvial Ave STE 67 Board of Supervisors of the County of Fresno
6 Clovis, CA 9361
559-248-9100 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 5630 .
Account No.: 7295
13 Fund No.:0001
Subclass No.: 10000
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EXHIBIT A
Page 1 of 3
FRESNO COUNTY
DEPARTMENT OF BEHAVIORAL HEALTH
SCOPE OF WORK
I. TARGET POPULATION
Individuals with behavioral health needs who require transportation in-county and out of
county locations.
II. DESCRIPTION OF SERVICES
A. Services Start Date:
a. July 1, 2025
B. Summary of Services
a. Service will include traveling to facilities designated by County DBH to
pick up identified persons and transport them to a residence, facility, or
alternative location as per discharge instructions. The residence, facility,
or alternative location for drop-off of individuals may be anywhere within
Fresno County limits, including the metropolitan area of Fresno/Clovis as
well as all rural communities in Fresno County. Locations of designated
facilities outside of Fresno County to pick up persons may include, but not
be limited to, Visalia, Bakersfield, Merced, Ventura and Sacramento.
b. Transportation may also include transports from an out-of-county secure
facility to court in Fresno County and/or appointments with a medical
provider in Fresno County, and then back to the out-of-county secure
facility from court in Fresno County and/or an appointment with a medical
provider in Fresno County. Service may include return transport to the
designated facility on the same day or next day as determined by County
DBH.
c. Transports may include transferring individuals from one out-of-county
facility to another out-of-county facility.
d. Contractor shall provide two (2) or more drivers when deemed necessary
by County DBH.
e. Transports may include between one (1) and five (5) passengers per trip.
Rideshare between individuals will be at the sole discretion of DBH.
f. Transports may be required more than once per day for round trips, etc.
g. Transportation services are to be available twenty-four (24) hours per
day, Monday through Friday, weekends and holidays. Contractor will be
EXHIBIT A
Page 2 of 3
compensated for transport requests scheduled outside of traditional
business hours (Monday-Friday, 8:00-5:00), only as indicated on
contractor's rate schedule.
h. Contractor shall provide transportation services for persons who have
wheelchairs, walkers, other medical devices/needs, or who may require
Hoyer lifts or otherwise require assistance boarding the vehicle and
securing any seatbelts. Contractor may be required to perform transports
for bariatric individuals, i.e. persons larger than most standard vehicles
can accommodate. Contractor shall work closely with the County DBH
staff that request transport of individuals with such specialized needs to
ensure the transport is safe and secure.
i. Contractor shall provide transportation services that may require secured
vehicles with safety partitions and locking mechanisms to prevent
persons from exiting vehicle as requested by County DBH.
j. Contractor shall participate in general compliance training provided by the
County DBH within 45-60 days of contract execution. In addition,
contractor shall participate in Mental Health First Aid (MHFA) training,
code of conduct training, ethics training, and other training deemed
appropriate by County DBH to help ensure passenger safety and drivers'
awareness of the needs of the passengers to be transported.
k. Contractor shall provide a location within their vehicles for personal
effects of passenger(s) to be secured such as locked box in trunk, etc.
I. Contractor shall provide a secure location for passenger medication.
During longer trips to/from out- of-county facilities, Contractor will make
available such medications when passenger requires dosage.
m. Acknowledge receipt of transportation service request by authorized
County DBH Representative within thirty (30) minutes of initial request via
phone or email.
C. Location of Services:
a. In county and out of county locations as requested by County DBH.
D. Hours of Operation:
a. Twenty-four (24) hours per day, seven (7) days a week
E. Referral Sources and Referral Process:
a. County Clinician or Conservator will send a request twenty-four (24)
hours in advance to request a transport to
dbhclinicalprogramsupport@fresnocountyca.gov.
i. Clinical staff will notate any personal belongings that will
accompany persons served during transport.
EXHIBIT A
Page 3 of 3
b. Request will be documented into an access database and copied onto a
transport request form.
i. Information included is pick up and drop off location, date, time,
and number of persons being transported.
ii. Contacted information for clinical staff(requestor) and drop off
location will be provided to Contractor.
c. Completed request forms are sent to the Contractor for scheduling.
d. County will contact Contractor for any request with less than a twenty-four
(24) hour notice to confirm if provider can still fulfill request.
F. County shall:
a. County DBH shall provide general compliance training within 45-60 days
of contract execution. In addition, County DBH shall assist contractor(s) in
participating in Mental Health first aid (MHFA) training, code of conduct
training, ethics training, and other training deemed appropriate for the
vendor by County DBH to better assist DBH persons served.
b. County DBH shall provide as much advance notice as possible when
requesting transportation; however, some requests for transportation may
be placed by County DBH with less than two (2) hours' notice to the
contractor.
c. County DBH shall notify Contractor of the pickup location of each person
and the destination of each passenger(s) to be transported.
d. County DBH shall provide contact(s) information for appropriate County
DBH staff to help resolve any issues that may arise before, or during,
transports, such as individuals not being present or ready at pick up site,
or drop off location not being appropriate, or willing, to receive individuals.
e. Initial request for transportation service from County DBH will provide the
contact name of the County representative requesting the service,
passenger(s) information, pickup and drop off location, payment
information and any special instructions with regard to the transport.
f. Wait time shall commence after fifteen (15) minutes and shall be billed in
five (5) minute increments.
Exhibit B
Page 1 of 13
Fresno County Behavioral Health Requirements
I. General Requirements
a. 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—
Attachment A, "Fresno County Department of Behavioral Health Guiding Principles of
Care Delivery."
b. Rights of Persons Served. Contractor understands that persons served have the right to
file a grievance with Fresno County DBH. Contractor shall inform every person served of
their rights as set forth in Exhibit B—Attachment B to this Agreement,titled "Rights of
Persons Served".
c. Licenses/Certificates.Throughout the 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.Additionally, Contractor and Contractor's staff shall comply
with all applicable laws, rules or regulations, as may now exist or be hereafter changed.
d. Training. Contractor agrees that its employees,volunteers, interns, and student trainees
or subcontractors of Contractor, in each case, are expected to perform professional
services per an agreement with County. Contractor will comply with the training
requirements and expectations referenced in Exhibit B—Attachment C to this
Agreement, titled "Department of Behavioral Health Contractor Training Requirements
Reference Guide".
e. Additional Responsibilities.The parties acknowledge that, during the term of this
Agreement,the Contractor will hire,train, and credential staff, and County will perform
additional staff credentialing to ensure compliance with State and Federal regulations, if
applicable.
1
Exhibit B
Page 2 of 13
f. Subcontracts. Contractor shall obtain written approval from County's Department of
Behavioral Health Director, or designee, before subcontracting any of the services
delivered under this Agreement. County's Department of Behavioral Health Director, or
designee, retains the right to approve or reject any request for subcontracting services.
Any transferee, assignee, or subcontractor will be subject to all applicable provisions of
this Agreement, and all applicable State and Federal regulations.
Contractor shall be held primarily responsible by County for the performance of
any transferee, assignee, or subcontractor unless otherwise expressly agreed to in
writing by County's Department of Behavioral Health Director, or designee.The use of
subcontractors by Contractor shall not entitle Contractor to any additional compensation
that is provided for under this Agreement.
g. Reports.The Contractor shall submit the following reports and data:
i. Outcome Data. Contractor shall submit to County program performance
outcome data, as requested. Outcome data and outcome requirements are
subject to change at County's discretion.
ii. Additional Reports. Contractor shall also furnish to County such statements,
records, reports, data, and other information as County may request pertaining
to matters covered by this Agreement. In the event that Contractor fails to
provide such reports or other information required hereunder, it shall be
deemed sufficient cause for County to withhold monthly payments until there is
compliance. In addition, Contractor shall provide written notification and
explanation to County within five (5) days of any funds received from another
source to conduct the same services covered by this Agreement.
h. Compliance with Specific Laws.
i. Contractor shall provide services in conformance with all applicable State and
Federal statutes, regulations and sub regulatory guidance, as from time to time
amended, including but not limited to:
1. United States CFR,Title 45;
2. United States Code,Title 42 (The Public Health and Welfare), as
applicable;
3. Balanced Budget Act of 1997;
4. Health Insurance Portability and Accountability Act (HIPAA); and
2
Exhibit B
Page 3 of 13
5. Applicable Medi-Cal laws and regulations,
ii. In the event any law, regulation, or guidance referred to in this section is
amended during the term of this Agreement,the parties agree to comply with
the amended authority as of the effective date of such amendment without
amending this Agreement.
iii. Contractor recognizes that County operates its behavioral health programs
under an agreement with DHCS, and that under said agreement the State
imposes certain requirements on County and its subcontractors. Contractor shall
adhere to all State requirements, including those identified in Exhibit B—
Attachment D, "State Behavioral Health Requirements," as applicable, attached
hereto and by this reference incorporated herein and made part of this
Agreement.
i. 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,
audit meetings, Behavioral Health Board meetings, bi-monthly contractor meetings, etc.
Schedule for these meetings may change based on the needs of the County.
j. Monitoring. Contractor agrees to extend to County's staff, County's DBH and the
California Department of Health Care Services (DHCS), or their designees,the right to
review and monitor records, programs, or procedures, at any time, in regard to persons
served, as well as the overall operation of Contractor's programs, in order to ensure
compliance with the terms and conditions of this Agreement.
k. Generative Artificial Intelligence Technology Use& Reporting
i. During the term of the Agreement, Contractor must notify the County in writing
if their services or any work under this Agreement includes, or makes available,
any previously unreported Generative Artificial Intelligence (GenAI)technology,
including GenAI from third parties or subcontractors. Contractor must provide
information by submitting a "Generative Artificial Intelligence (GenAI) Reporting
and Factsheet (STD 1000)". In addition, Contractor must notify the County of
any new or previously unreported GenAl technology. At the direction of the
3
Exhibit B
Page 4 of 13
County, Contractor shall discontinue the use of any new or previously
undisclosed GenAl technology that materially impacts functionality, risk or
contract performance, until use of such GenAl technology has been approved by
the County.
ii. Failure to disclose GenAl use to the County and failure to submit the GenAl
Reporting and Factsheet (STD 1000) may be considered a breach of this
Agreement and are grounds for immediate termination in accordance with
Article 6 of this Agreement.
I. Confidentiality.All services performed by Contractor under this Agreement shall be in
strict conformance with all applicable Federal, State of California and/or local laws and
regulations relating to confidentiality.
m. Physical Accessibility. In accordance with the accessibility requirements of section 508
of the Rehabilitation Act and the Americans with Disabilities Act of 1973, Contractor
must provide physical access, reasonable accommodations, and accessible equipment
for Medi-Cal beneficiaries with physical or mental disabilities.
n. Publicity Prohibition.
i. Self-Promotion. None of the funds, materials, property, or services provided
directly or indirectly under this Agreement shall be used for Contractor's
advertising, fundraising, or publicity (i.e., purchasing of tickets/tables, silent
auction donations, etc.)for the purpose of self-promotion.
ii. Public Awareness. Notwithstanding the above, publicity of the services
described in Exhibit A of this Agreement shall be allowed as necessary to raise
public awareness about the availability of such specific services when approved
in advance by County's DBH Director or designee. Communication products
must follow DBH branding standards, including typefaces and colors,to
communicate our authority and project a unified brand.This includes all media
types, platforms, and all materials on and offline that are created as part of
DBH's efforts to provide information to the public.
II. Assurances
Certification of Non-exclusion or Suspension from Participation in a Federal Health Care
Program.
4
Exhibit B
Page 5 of 13
a. In entering into this Agreement, Contractor certifies that it is not excluded from
participation in Federal Health Care Programs under either Section 1128 or 1128A of the
Social Security Act. Failure to so certify will render all provisions of this Agreement null
and void and may result in the immediate termination of this Agreement.
i. In entering into this Agreement, Contractor certifies,that the Contractor does
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.
Contractor shall conduct initial and monthly exclusion and suspension searches
of the following databases and provide evidence of these completed searches
when requested by Countywww.oig.hhs.gov/exclusions -Office of Inspector
General's List of Excluded Individuals/Entities (LEIE) Federal Exclusions
ii. www.sam.gov/content/exclusions -General Service Administration (GSA)
Exclusions Extract
b. Contractor is required to notify County immediately if Contractor becomes aware of any
information that may indicate their(including employees/staff and individual
contractors/vendors) potential placement on an exclusions list.
c. If Contractor finds a provider that is excluded, it must promptly notify the County.
III. Inspection and Audit Requirements
a. Internal Auditing. Contractors shall institute and conduct a Quality Assurance Process
for all services provided hereunder.
Contractor shall provide County with notification and a summary of any internal
audit exceptions and the specific corrective actions taken to sufficiently reduce the
errors that are discovered through Contractor's internal audit process. Contractor shall
provide this notification and summary to County as requested by the County.
b. Access to Records. Contractor shall provide County with access to all documentation of
services provided under this Agreement for County's use in administering this
Agreement. Contractor shall allow County,the Centers for Medicare and Medicaid
Services (CMS),the Office of the Inspector General,the Controller General of the United
States, and any other authorized Federal and State agencies to evaluate performance
under this Agreement, and to inspect, evaluate, and audit any and all records,
5
Exhibit B
Page 6 of 13
documents, and the premises, equipment and facilities maintained by the Contractor
pertaining to such services at any time and as otherwise required under this Agreement.
IV. Right to Monitor
a. Right to Monitor. County or any subdivision or appointee thereof, and the State of
California or any subdivision or appointee thereof, including the Auditor General, shall
have absolute right to review and audit all records, books, papers, documents, corporate
minutes,financial records, staff information, records of persons served, other pertinent
items as requested, and shall have absolute right to monitor the performance of
Contractor in the delivery of services provided under this Agreement. Full cooperation
shall be given by the Contractor in any auditing or monitoring conducted, according to
this Agreement.
b. Accessibility. Contractor shall make all of its premises, physical facilities, equipment,
books, records, documents, agreements, computers, or other electronic systems
pertaining to Medi-Cal enrollees, Medi-Cal-related activities, services, and activities
furnished under the terms of this Agreement, or determinations of amounts payable
available at any time for inspection, examination, or copying by County,the State of
California or any subdivision or appointee thereof, CMS, U.S. Department of Health and
Human Services (HHS) Office of Inspector General,the United States Controller General
or their designees, and other authorized federal and state agencies.This audit right will
exist for at least ten (10)years from the final date of the Agreement period or in the
event the Contractor has been notified that an audit or investigation of this Agreement
has commenced, until such time as the matter under audit or investigation has been
resolved, including the exhaustion of all legal remedies, whichever is later(42 CFR
§438.230(c)(3)(I)-(ii)).
The County, DHCS, CMS, or the HHS Office of Inspector General may inspect,
evaluate, and audit the Contractor at any time if there is a reasonable possibility of fraud
or similar risk.The Department's inspection shall occur at the Contractor's place of
business, premises, or physical facilities (42 CFR §438.230(c)(3)(iv))
c. Cooperation. Contractor shall cooperate with County in the implementation, monitoring
and evaluation of this Agreement and comply with any and all reporting requirements
established by County. Should County identify an issue or receive notification of a
complaint or potential/actual/suspected violation of requirements, County may audit,
6
Exhibit B
Page 7 of 13
monitor, and/or request information from Contractor to ensure compliance with laws,
regulations, and requirements, as applicable.
d. Probationary Status. County reserves the right to place Contractor on probationary
status, as referenced in the Probationary Status Article, should Contractor fail to meet
performance requirements; including, but not limited to violations such as failure to
report incidents and changes as contractually required, failure to correct issues,
inappropriate invoicing, untimely and inaccurate data entry, not meeting performance
outcomes expectations, and violations issued directly from the State. Additionally,
Contractor may be subject to Probationary Status or termination if agreement
monitoring and auditing corrective actions are not resolved within specified timeframes.
e. Facilities and Assistance. Contractor shall provide all reasonable facilities and assistance
for the safety and convenience of the County's representatives in the performance of
their duties.All inspections and evaluations shall be performed in such a manner that
will not unduly delay the work of Contractor.
f. County Discretion to Revoke. County has the discretion to revoke full or partial
provisions of the Agreement, delegated activities or obligations, or application of other
remedies permitted by state or federal law when the County or DHCS determines
Contractor has not performed satisfactorily.
g. Site Inspection. Without limiting any other provision related to inspections or audits
otherwise set forth in this Agreement, Contractor shall permit authorized County, state,
and/or federal agency(ies),through any authorized representative,the right to inspect
or otherwise evaluate the work performed or being performed hereunder including
subcontract support activities and the premises which it is being performed. Contractor
shall provide all reasonable assistance for the safety and convenience of the authorized
representative in the performance of their duties.All inspections and evaluations shall
be made in a manner that will not unduly delay the work of the Contractor.
V. Complaint Logs and Grievances
a. Documentation. Contractor shall log complaints and the disposition of all complaints
from a person served or their family. Contractor shall provide a copy of the detailed
complaint log entries concerning County-sponsored persons served to County at
monthly intervals by the tenth (10th) day of the following month, in a format that is
mutually agreed upon. Contractor shall allow persons served or their representative to
7
Exhibit B
Page 8 of 13
file a grievance either orally, or in writing at any time with the Behavioral Health Plan. In
the event Contractor is notified by a person served or their representative of a
discrimination grievance, Contractor shall report discrimination grievances to the
Behavioral Health Plan within twenty-four (24) hours.The Contractor shall not require a
person served or their representative to file a Discrimination Grievance with the
Behavioral Health Plan before filing the complaint directly with the DHCS Office of Civil
Rights and the U.S. Health and Human Services Office for Civil Rights.
b. Incident Reporting. Contractor shall file an incident report for all incidents involving
persons served,following County DBH's Incident Reporting protocol.
VI. Compliance Requirements
a. Internal Monitoring and Auditing
i. Contractor shall be responsible for conducting internal monitoring and auditing
of its agency. Internal monitoring and auditing include, but are not limited to
billing practices, licensure/certification verification and adherence to County,
State and Federal regulations.
1. Contractor shall not submit false, fraudulent, inaccurate or fictitious
claims for payment or reimbursement of any kind.
2. Contractor shall bill only for those eligible services actually rendered
which are also fully documented.
3. Contractor shall ensure all employees/service providers maintain
current I ice nsure/certification/registration/waiver status as required by
the respective licensing/certification Board, applicable governing State
agency(ies)
ii. Should Contractor identify improper procedures, actions or circumstances,
including fraud/waste/abuse and/or systemic issue(s), Contractor shall take
prompt steps to correct said problem(s). Contractor shall report to DBH any
overpayments discovered as a result of such problems no later than five (5)
business days from the date of discovery,with the appropriate documentation,
and a thorough explanation of the reason for the overpayment. Prompt
mitigation, corrective action and reporting shall be in accordance with the DBH
Overpayment Policy and PPG Prevention, Detection, Correction of Fraud, Waste
and Abuse which will be provided to Contractor at its request.
8
Exhibit B
Page 9 of 13
b. Compliance Program
i. The County DBH has established a Compliance Office for purposes of ensuring
adherence to all standards, rules and regulations related to the provision of
services and expenditure of funds in Federal and State health care programs.
ii. If Contractor identifies an issue or receives notification of a complaint
concerning an incident of possible fraud,waste, or abuse, Contractor shall
immediately notify County DBH; conduct an internal investigation to determine
the validity of the issue/complaint; and develop and implement corrective
action if needed.
iii. Contractor shall immediately report to County DBH any overpayments identified
or recovered, specifying the overpayments due to potential fraud.
iv. Contractor understands DBH, CMS, or the HHS Inspector General may inspect,
evaluate, and audit the subcontractor at any time if there is a reasonable
possibility of fraud or similar risk.
v. Contractor shall take precautions to ensure that invoices are prepared and
submitted accurately,timely and are consistent with all applicable laws,
regulations, rules or guidelines.
vi. Contractor shall ensure that no false,fraudulent, inaccurate or fictitious claims
for payment or reimbursement of any kind are submitted.
vii. Contractor shall bill only for eligible services actually rendered and fully
documented.
viii. Contractor shall act promptly to investigate and correct problems if errors in
invoicing or billing are discovered.
ix. Contractor shall comply with County's Code of Conduct and Ethics and the
County's Compliance Program in accordance with Exhibit B—Attachment E to
this Agreement,titled "Fresno County Mental Health Compliance Program".
VII. Federal and State Laws
a. Health Insurance Portability and Accountability Act. County and Contractor each
consider and represent themselves as covered entities as defined by the U.S. Health
Insurance Portability and Accountability Act of 1996, Public Law 104-191(HIPAA) and
agree to use and disclose Protected Health Information (PHI) as required by law.
County and Contractor acknowledge that the exchange of PHI between them is
9
Exhibit B
Page 10 of 13
only for treatment, payment, and health care operations.
County and Contractor intend to protect the privacy and provide for the security
of PHI pursuant to this Agreement in compliance with HIPAA, the Health Information
Technology for Economic and Clinical Health Act, Public Law 111-005 (HITECH), and
regulations promulgated thereunder by the U.S. Department of Health and Human
Services (HIPAA Regulations) and other applicable laws.
As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require
Contractor to enter into an agreement containing specific requirements prior to the
disclosure of PHI, as set forth in, but not limited to,Title 45, Sections 164.314(a),
164.502(e) and 164.504(e) of the Code of Federal Regulations.
b. Contractor and County mutually agree to maintain the confidentiality of records and
information of persons served in compliance with all applicable State and Federal
statutes and regulations, including, but not limited to, HIPAA, California Confidentiality
of Medical Information Act(CMIA), and California Welfare and Institutions Code section
5328.The Parties shall inform all of their employees and agents who perform services
under this Agreement of the confidentiality provisions of all applicable statutes.
c. The County is a "Covered Entity," and the Contractor is a "Business Associate," as these
terms are defined by 45 CFR 160.103. As a Business Associate, Contractor agrees to
comply with the terms of Exhibit B—Attachment F to this Agreement,titled "Health
Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement".
Vill. Quality Management Requirements.
a. Reporting.
i. Outcomes Reports. Contractor shall complete Outcomes Reports in the form set
forth in Exhibit B—Attachment G, attached hereto and by this reference
incorporated herein and made part of this Agreement. Outcomes reports shall
be submitted to County's DBH for review within thirty(30) days of the end of
each quarter.
b. Quality Improvement Activities and Participation. Contractor shall comply with the
County's ongoing comprehensive Quality Assessment and Performance Improvement
(QAPI) Program (42 CFR. §438.330(a)) and work with the County to improve established
outcomes by following structural and operational processes and activities that are
consistent with current practice standards.
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Exhibit B
Page 11 of 13
Contractor shall participate in quality improvement (QI) activities, including
clinical and non-clinical performance improvement plans/projects (PIPs), as requested by
the County in relation to State and Federal requirements and responsibilities, to improve
health outcomes and individuals' satisfaction with services over time. Other QI activities
include quality assurance, collection and submission of performance measures specified
by the County, mechanisms to detect both underutilization and overutilization of
services, individual and system outcomes, utilization management, utilization review,
provider appeals, provider credentialing and recredentialing, and person served
grievances. Contractor shall measure, monitor, and annually report to the County on its
performance.
IX. Cultural and Linguistic Competency
a. General.All services, policies and procedures shall be culturally and linguistically
appropriate. Contractor shall participate in the implementation of the most recent
Cultural Competency Plan for the County and shall adhere to all Culturally and
Linguistically Appropriate Service (CLAS) standards and requirements as set forth in
Exhibit B—Attachment H to this Agreement, titled "National Standards on Culturally and
Linguistically Appropriate Services". Contractor shall participate in the County's efforts to
promote the delivery of services in a culturally responsive and equitable manner to all
individuals, including those with limited English proficiency and diverse cultural and
ethnic backgrounds, disabilities, and regardless of gender, sexual orientation, or gender
identity including active participation in the County's Diversity, Equity and Inclusion
Committee.
b. Policies and Procedures. Contractor shall comply with requirements of policies and
procedures for ensuring access and appropriate use of trained interpreters and material
translation services for all limited and/or no English proficient persons served, including,
but not limited to, assessing the cultural and linguistic needs of the persons served,
training of staff on the policies and procedures, and monitoring its language assistance
program. Contractor's policies and procedures shall ensure compliance of any
subcontracted providers with these requirements.
c. Interpreter Services. Contractor shall notify its persons served that oral interpretation is
available for any language and written translation is available in prevalent languages and
that auxiliary aids and services are available upon request, at no cost and in a timely
11
Exhibit B
Page 12 of 13
manner for limited and/or no English proficient persons served and/or person served
with disabilities. Contractor shall avoid relying on an adult or minor child accompanying
the person served to interpret or facilitate communication; however, if the person
served refuses language assistance services,the Contractor must document the offer,
refusal, and justification in the file of the person served.
d. Interpreter Qualifications. Contractor shall ensure that employees, agents,
subcontractors, and/or partners who interpret or translate for a person served or who
directly communicate with a person in a language other than English (1) have completed
annual training provided by County at no cost to Contractor; (2) have demonstrated
proficiency in the language of the person served; (3) can effectively communicate any
specialized terms and concepts specific to Contractor's services; and (4) adheres to
generally accepted interpreter ethic principles.As requested by County, Contractor shall
identify all who interpret for or provide direct communication to any program person
served in a language other than English and identify when the Contractor last monitored
the interpreter for language competence.
e. CLAS Standards. Contractor shall submit to County for approval, within ninety(90) days
from date of contract execution, Contractor's plan to address all fifteen (15) National
Standards for Culturally and Linguistically Appropriate Service (CLAS), as published by
the Office of Minority Health and as set forth in Exhibit B—Attachment H "National
Standards on Culturally and Linguistically Appropriate Services".As the CLAS standards
are updated, Contractor's plan must be updated accordingly. As requested by County,
Contractor shall be responsible for conducting an annual CLAS self-assessment and
providing the results of the self-assessment to the County.The annual CLAS self-
assessment instruments shall be reviewed by the County and revised as necessary to
meet the approval of the County.
f. Training Requirements. Cultural responsiveness training for Contractor staff should be
substantively integrated into health professions education and training at all levels, both
academically and functionally, including core curriculum, professional licensure, and
continuing professional development programs.As requested by County, Contractor
shall report on the completion of cultural responsiveness trainings to ensure direct
service providers are completing annual cultural responsiveness training.
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Exhibit B
Page 13 of 13
g. Continuing Cultural Responsiveness. Contractor shall create and sustain a forum that
includes staff at all agency levels to discuss cultural responsiveness. Contractor shall
designate a representative from Contractor's team to attend County's Diversity, Equity
and Inclusion Committee.
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Exhibit B -Attachment A
Page 1 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
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
1
rev 01-02-2020
Exhibit B -Attachment A
Page 2 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
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
2
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Exhibit B -Attachment A
Page 3 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
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
3
rev 01-02-2020
Exhibit B -Attachment A
Page 4 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
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
4
rev 01-02-2020
Exhibit B—Attachment B
Page 1 of 2
FRESNO COUNTY BEHAVIORAL HEALTH PLAN
RIGHTS OF PERSON SERVED
Grievances
Fresno County Behavioral Health Plan (BHP) provides beneficiaries with a grievance and
appeal process and an expedited appeal process to resolve grievances and disputes at the
earliest and the lowest possible level.
Title 9 of the California Code of Regulations requires that the MHP and its fee-for-service
providers give verbal and written information to Medi-Cal beneficiaries regarding the following:
• How to access specialty mental health services
• How to file a grievance about services
• How to file for a State Fair Hearing
The MHP has developed a Consumer Guide, a beneficiary rights poster, a grievance form, an
appeal form, and Request for Change of Provider Form. All of these beneficiary materials must
be posted in prominent locations where Medi-Cal beneficiaries receive outpatient specialty
mental health services, including the waiting rooms of providers' offices of service.
Please note that all fee-for-service providers and contract agencies are required to give the
individuals served copies of all current beneficiary information annually at the time their
treatment plans are updated and at intake.
Beneficiaries have the right to use the grievance and/or appeal process without any penalty,
change in mental health services, or any form of retaliation. All Medi-Cal beneficiaries can file
an appeal or state hearing.
Grievances and appeals forms and self-addressed envelopes must be available for
beneficiaries to pick up at all provider sites without having to make a verbal or written request.
Forms can be sent to the following address:
Fresno County Behavioral Health Plan
P.O. Box 45003
Fresno, CA 93718-9886
(800) 654-3937 (for more information)
(559) 488-3055 (TTY)
Provider Problem Resolution and Appeals Process
The MHP uses a simple, informal procedure in identifying and resolving provider concerns and
problems regarding payment authorization issues, other complaints and concerns.
Informal provider problem resolution process—the provider may first speak to a Fresno County
Department of Behavioral Health (DBH) team member regarding his or her complaint or
concern.
The DBH Team Member will attempt to settle the complaint or concern with the provider. If the
attempt is unsuccessful and the provider chooses to forego the informal grievance process, the
provider will be advised to file a written complaint to the MHP address (listed above).
Exhibit B—Attachment B
Page 2 of 2
Formal provider appeal process—the provider has the right to access the provider appeal
process at any time before, during, or after the provider problem resolution process has begun,
when the complaint concerns a denied or modified request for MHP payment authorization, or
the process or payment of a provider's claim to the MHP.
Payment authorization issues—the provider may appeal a denied or modified request for
payment authorization or a dispute with the MHP regarding the processing or payment of a
provider's claim to the MHP. The written appeal must be submitted to the MHP within 90
calendar days of the date of the receipt of the non-approval of payment.
The MHP shall have 60 calendar days from its receipt of the appeal to inform the provider in
writing of the decision, including a statement of the reasons for the decision that addresses
each issue raised by the provider, and any action required by the provider to implement the
decision.
If the appeal concerns a denial or modification of payment authorization request, the MHP
utilizes a DBH Team Member who was not involved in the initial denial or modification decision
to determine the appeal decision.
If the DBH Team Member reverses the appealed decision, the provider will be asked to submit a
revised request for payment within 30 calendar days of receipt of the decision.
Other complaints— if there are other issues or complaints, which are not related to payment
authorization issues, providers are encouraged to send a letter of complaint to the MHP. The
provider will receive a written response from the MHP within 60 calendar days of receipt of the
complaint. The decision rendered buy the MHP is final.
CO tj Exhibit B—Attachment C
Page 1 of 5
O� g6 Fresno County Department of Behavioral Health
ESQ Contractor Training Requirements Reference Guide
Contractor must consider and include sufficient time and funds for required trainings.
This Training Requirements Reference Guide identifies the required trainings that
Contractor is responsible for offering to all employees, volunteers, interns, and student
trainees of Contractor or its subcontractors who, in each case, are expected to perform
professional services while contracted by County. There are some trainings offered by
the County at no cost to Contractor, and those are identified within this document. The
remaining trainings are the responsibility of Contractor to provide and cover associated
costs. The expectations for Contractor staff attending County-offered trainings are
included within this guide.
I. Trainings Provided by County DBH
DBH Annual General Compliance Refresher Training
Duration: 60 Minutes
General Compliance Refresher Training is an annual requirement for all employees,
contractors, volunteers, interns, and student trainees working in behavioral health
programs who are in their second or more years of service. This training is a
modified version of the self-paced General Compliance Training and Contractor shall
be assigned this training in Quarter 4 of each calendar year.
An announcement from the DBH Compliance Program, DBH Staff Development, or
your Contract Analyst regarding this training will be made prior to the assignment of
this training. Contractor will have the option to complete the training either through
the Relias Learning Management System (LMS) or through Department of
Behavioral Health's website. Contractors are given approximately a 60-day window
to complete this training from the training announcement date.
DBH New Hire General Compliance Training
Duration: 40 Minutes
Contractor shall have their employees, subcontractors, volunteers, interns, and
student trainees who, in each case, are expected to provide services under this
Agreement with County, complete the New Hire Compliance Training within 30
business days of hire or effective date of this Agreement, per Compliance Exhibit B,
Attachment E. If contract effective date is for a renewed agreement, existing staff will
not need to retake the training if the staff member has already completed the training
within the same calendar year as the effective date of the renewed agreement.
New Hire General Compliance is self-paced and can be completed either through
Relias Learning Management System (LMS) or on the Department of Behavioral
Training for Providers of Specialty Mental Health Service
Exhibit B—Attachment C
Page 2of5
Health's website. Additional information on how to complete the training can be
found on the following webpage:
https://www.fresnocountyca.gov/Departments/Behavioral-Health/Care-
Services/Behavioral-Health-Compliance/New-Hire-General-Compliance-Training
Contractor shall require its County-funded employees and subcontractors to
complete this compliance training. After completion of this training, participants must
sign the Contractor Acknowledgment and Agreement form and return this form to the
DBH Compliance officer or designee. For additional questions about the training,
please contact your Contract Analyst or the DBH Compliance team at:
DBHCompliance(a�_fresnocountyca.gov.
II. Contractor is Responsible for Ensuring and/or Providing
These Trainings are Offered and Completed
Cultural Responsiveness Trainings
Duration: May vary based on Contractor's training preference
Contracted Provider Organization shall have DBH-funded providers complete annual
trainings on cultural competency, awareness, and diversity as identified by
Contractor(s), and/or via the County's eLearning system. Contractor's DBH-funded
providers shall be appropriately trained in providing services in a culturally sensitive
manner and shall attend civil rights training as identified by Contractor(s), or online
via the County's eLearning system.
Information on annual cultural responsiveness training requirements will be provided
by the DBH Division Manager serving as Ethnic Services Manager and Diversity
Services Coordinator. Both parties are working locally and at the state level to
address the need for thorough training to improve culturally responsive care and to
meet the National Culturally and Linguistically Appropriate Services standards, while
also understanding the impact that the training hours can have on productivity in fee-
for-service programs.
For additional information, they are to contact their assigned contract analyst.
DBH is available to assist Contractor's efforts toward cultural and linguistic
responsiveness by providing the following:
• Technical assistance regarding culturally responsive training requirements.
• Mandatory cultural responsiveness training for Contractor's DBH-funded
staff if training capacity allows.
• Technical assistance for translating information into County's threshold
languages (currently Spanish and Hmong and subject to change). Selected
Contractors are responsible for securing translation services and all
associated costs.
Exhibit B—Attachment C
Page 3 of 5
Health Insurance Portability and Accountability Act (HIPAA) Training
Duration: May vary based on selected training
As a covered entity, or a business associate of a covered entity, providers shall meet
the training requirements described in the HIPAA Privacy Rule 45 CFR §
164.530(b)(1) and the HIPAA Security Rule 45 CFR § 164.308(a)(5). Providers may
use their discretion to select an appropriate HIPAA training. Training shall be
completed by all DBH-funded staff within 30 days of contract execution or hire and
annually thereafter.
Language Assistance Program Training
Contractor shall be responsible for implementing policies and procedures and
training staff to ensure access and appropriate use of trained interpreters and
material translation services for all Limited English Proficient (LEP) persons served.
This includes, but is not limited to, assessing the cultural and linguistic needs of its
persons served. The vendor(s) procedures shall include ensuring compliance of any
sub-contracted providers with these requirements.
III. Training Expectations for Contractor Employees when
Attending County-provided Training
Expectations for Attendees:
1) Attendees are to adhere to wearing business casual attire, broadly defined as
a code of dress that blends traditional business wear with a more relaxed style
that is still professional and appropriate for an office environment, unless
specifically directed otherwise or instructed by Trainers. Attendees are
expected to dress in respectful, culturally inclusive attire.
2) Interested attendees shall register at least one week in advance of the training
date.
3) Attendees shall be expected to be ready and prepared to be engaged by the
training start time. Attendees are also expected to arrive back on time from
breaks, including lunch, and attend the training through completion.
4) Attendees who arrive 15 minutes late, or more, shall be requested to return to
their work site and their organization will be notified. Similarly, attendees may
Exhibit B—Attachment C
Page 4 of 5
not leave a training prior to the scheduled end time. Those who miss 15 minutes
or more of training in total throughout the day may be asked to re-enroll for a
later training date if one is available.
5) Personal use of cell phones, laptops and tablets, except for in cases of
emergency, should not be used during training and should be set to silent. Any
calls shall be taken outside of the training space.Attendees shall inform trainers
and/or Staff Development if they are expecting to be contacted for any reason;
this shall be done before the training begins, if possible. Other cell phone use,
such as texting, playing games or browsing the internet shall not permitted
while training is in session. If conduct is deemed disruptive to colleagues and/or
the trainer, attendees shall be asked to leave the training and return to their
work site. Organization will be notified.
6) At times, attendees shall be required to complete pre- and post-training class
assignments, as part of the learning objectives. Attendees shall be required to
complete assigned activities to receive Continuing Education Credits, and
certification, and training credit, if applicable.
7) Attendees shall be expected to complete pre- and/or post-training evaluations,
when available.
8) Attendees shall notify Staff Development with their supervisor copied at (559)
600-9680 or DBHStaffDevelopment(cr_fresnocountyca.gov at the earliest
possible date if they can no longer attend a training for which they have
registered.
Use of DBH Training Facilities
Parking
Attendees shall park in undesignated stalls at DBH training sites. Any parking
restrictions shall be communicated prior to the training date or prior to the training start
time.
Use of Facilities
Attendees shall be respectful while occupying the training space, keeping it and the
surrounding area neat and clean. Attendees are encouraged to bring a reusable water
bottle but shall be cognizant of and clean any spills. If the training allows for food,
Exhibit B—Attachment C
Page 5of5
attendees shall ensure that their area is clean and dispose of any waste prior to leaving
the training space.
Exhibit B —Attachment D
Page 1 of 7
STATE BEHAVIORAL HEALTH REQUIREMENTS
1. CONTROL REQUIREMENTS
The County and its subcontractors shall provide services in accordance with all
applicable Federal and State statutes and regulations.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by the County Mental Health Plan
(directly or through contract) providing Short-Doyle/Medi-Cal services have met
applicable professional licensure requirements pursuant to Business and
Professions and Welfare and Institutions Codes.
3. 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 42, Code
of Federal Regulations sections 2.1 et seq; 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.
4. NON-DISCRIMINATION
A. Eligibility for Services
Contractor shall prepare and make available to County and to the public
all eligibility requirements to participate in the program plan set forth in the
Agreement. No person shall, because of ethnic group identification, age,
gender, color, disability, medical condition, national origin, race, ancestry,
marital status, religion, religious creed, political belief or sexual
preference be excluded from participation, be denied benefits of, or be
subject to discrimination under any program or activity receiving Federal
or State of California assistance.
B. Employment Opportunity
Contractor shall comply with County policy, and the Equal Employment
Opportunity Commission guidelines, which forbids discrimination against
any person on the grounds of race, color, national origin, sex, religion,
age, disability status, or sexual preference in employment practices.
Such practices include retirement, recruitment advertising, hiring, layoff,
termination, upgrading, demotion, transfer, rates of pay or other forms of
compensation, use of facilities, and other terms and conditions of
employment.
i
Exhibit B —Attachment D
Page 2of7
C. Suspension of Compensation
If an allegation of discrimination occurs, County may withhold all further
funds, until Contractor can show clear and convincing evidence to the
satisfaction of County that funds provided under this Agreement were not
used in connection with the alleged discrimination.
D. Nepotism
Except by consent of County's Department of Behavioral Health Director,
or designee, no person shall be employed by Contractor who is related by
blood or marriage to, or who is a member of the Board of Directors or an
officer of Contractor.
5. PATIENTS' RIGHTS
Contractor shall comply with applicable laws and regulations, including but not
limited to, laws, regulations, and State policies relating to patients' rights.
STATE CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied
with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f) and
CCR, Title 2, Section 111 02) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the
requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-
free workplace by taking the following actions:
A. Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession or use of a controlled substance is
prohibited and specifying actions to be taken against employees for
violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free
workplace;
3) any available counseling, rehabilitation and employee assistance
programs; and,
4) penalties that may be imposed upon employees for drug abuse
violations.
C. Every employee who works on this Agreement will:
1) receive a copy of the company's drug-free workplace policy
statement; and,
2) agree to abide by the terms of the company's statement as a
condition of employment on this Agreement.
2
Exhibit B —Attachment D
Page 3 of 7
Failure to comply with these requirements may result in suspension of payments
under this Agreement or termination of this Agreement or both and Contractor
may be ineligible for award of any future State agreements if the department
determines that any of the following has occurred: the Contractor has made
false certification, or violated the certification by failing to carry out the
requirements as noted above. (Gov. Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor
certifies that no more than one (1) final unappealable finding of contempt of court
by a Federal court has been issued against Contractor within the immediately
preceding two (2) year period because of Contractor's failure to comply with an
order of a Federal court, which orders Contractor to comply with an order of the
National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to
public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO
REQUIREMENT: Contractor hereby certifies that Contractor will comply with the
requirements of Section 6072 of the Business and Professions Code, effective
January 1, 2003.
Contractor agrees to make a good faith effort to provide a minimum number of
hours of pro bono legal services during each year of the contract equal to the
lessor of 30 multiplied by the number of full time attorneys in the firm's offices in
the State, with the number of hours prorated on an actual day basis for any
contract period of less than a full year or 10% of its contract with the State.
Failure to make a good faith effort may be cause for non-renewal of a state
contract for legal services, and may be taken into account when determining the
award of future contracts with the State for legal services.
5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an
expatriate corporation or subsidiary of an expatriate corporation within the
meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to
contract with the State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel,
garments or corresponding accessories, or the procurement of
equipment, materials, or supplies, other than procurement related to a
public works contract, declare under penalty of perjury that no apparel,
garments or corresponding accessories, equipment, materials, or
supplies furnished to the state pursuant to the contract have been
laundered or produced in whole or in part by sweatshop labor, forced
labor, convict labor, indentured labor under penal sanction, abusive forms
of child labor or exploitation of children in sweatshop labor, or with the
benefit of sweatshop labor, forced labor, convict labor, indentured labor
under penal sanction, abusive forms of child labor or exploitation of
children in sweatshop labor. Contractor further declares under penalty of
perjury that they adhere to the Sweatfree Code of Conduct as set forth on
3
Exhibit B —Attachment D
Page 4 of 7
the California Department of Industrial Relations website located at
www.dir.ca.gov, and Public Contract Code Section 6108.
b. Contractor agrees to cooperate fully in providing reasonable access to the
Contractor's records, documents, agents or employees, or premises if
reasonably required by authorized officials of the contracting agency, the
Department of Industrial Relations, or the Department of Justice to
determine the Contractor's compliance with the requirements under
paragraph (a).
7. DOMESTIC PARTNERS: For contracts of$100,000 or more, Contractor
certifies that Contractor is in compliance with Public Contract Code Section
10295.3.
8. GENDER IDENTITY: For contracts of$100,000 or more, Contractor certifies
that CONTRACTOR is in compliance with Public Contract Code Section
10295.35.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of
California.
1. CONFLICT OF INTEREST: Contractor needs to be aware of the following
provisions regarding current or former state employees. If Contractor has any
questions on the status of any person rendering services or involved with this
Agreement, the awarding agency shall be contacted immediately for clarification.
Current State Employees (Pub. Contract Code M 0410):
a). No officer or employee shall engage in any employment, activity or
enterprise from which the officer or employee receives compensation or
has a financial interest and which is sponsored or funded by any state
agency, unless the employment, activity or enterprise is required as a
condition of regular state employment.
b). No officer or employee shall contract on their own behalf as an
independent Contractor with any state agency to provide goods or
services.
Former State Employees (Pub. Contract Code §10411):
a). For the two (2) year period from the date they left state employment, no
former state officer or employee may enter into a contract in which they
engaged in any of the negotiations, transactions, planning, arrangements
or any part of the decision-making process relevant to the contract while
employed in any capacity by any state agency.
4
Exhibit B —Attachment D
Page 5 of 7
b). For the twelve (12) month period from the date they left state
employment, no former state officer or employee may enter into a
contract with any state agency if they were employed by that state agency
in a policy-making position in the same general subject area as the
proposed contract within the twelve (12) month period prior to them
leaving state service.
If Contractor violates any provisions of above paragraphs, such action by
Contractor shall render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not
receive payment other than payment of each meeting of the board or
commission, payment for preparatory time and payment for per diem. (Pub.
Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware
of the provisions which require every employer to be insured against liability for
Worker's Compensation or to undertake self-insurance in accordance with the
provisions, and CONTRACTOR affirms to comply with such provisions before
commencing the performance of the work of this Agreement. (Labor Code
Section 3700)
3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it
complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits
discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE: An amendment is required to change the
Contractor's name as listed on this Agreement. Upon receipt of legal
documentation of the name change the State will process the amendment.
Payment of invoices presented with a new name cannot be paid prior to approval
of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the
contracting agencies will be verifying that the CONTRACTOR is currently
qualified to do business in California in order to ensure that all obligations
due to the state are fulfilled.
b. "Doing business" is defined in R&TC Section 23101 as actively engaging
in any transaction for the purpose of financial or pecuniary gain or profit.
Although there are some statutory exceptions to taxation, rarely will a
corporate Contractor performing within the state not be subject to the
franchise tax.
C. Both domestic and foreign corporations (those incorporated outside of
California) shall be in good standing in order to be qualified to do
business in California. Agencies will determine whether a corporation is
in good standing by calling the Office of the Secretary of State.
5
Exhibit B —Attachment D
Page 6 of 7
6. RESOLUTION: A County, city, district, or other local public body shall provide
the State with a copy of a resolution, order, motion, or ordinance of the local
governing body, which by law has authority to enter into an agreement,
authorizing execution of the agreement.
7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the
Contractor shall not be: (1) in violation of any order or resolution not subject to
review promulgated by the State Air Resources Board or an air pollution control
district; (2) subject to cease and desist order not subject to review issued
pursuant to Section 13301 of the Water Code for violation of waste discharge
requirements or discharge prohibitions; or (3)finally determined to be in violation
of provisions of federal law relating to air or water pollution.
8. PAYEE DATA RECORD FORM STD. 204: This form shall be completed by all
Contractors that are not another state agency or other governmental entity.
9. INSPECTION AND AUDIT OF RECORDS AND ACCESS TO FACILITIES:
The State, CMS, the Office of the Inspector General, the Comptroller General,
and their designees may, at any time, inspect and audit any records or
documents of Contractor or its subcontractors, and may, at any time, inspect the
premises, physical facilities, and equipment where Medicaid-related activities or
work is conducted. The right to audit under this section exists for ten (10) years
from the final date of the contract period or from the date of completion of any
audit, whichever is later.
Federal database checks.
Consistent with the requirements at § 455.436 of this chapter, the State shall
confirm the identity and determine the exclusion status of Contractor, any
subcontractor, as well as any person with an ownership or control interest, or
who is an agent or managing employee of Contractor through routine checks of
Federal databases. This includes the Social Security Administration's Death
Master File, the National Plan and Provider Enumeration System (NPPES), the
List of Excluded Individuals/Entities (LEIE), the System for Award Management
(SAM), and any other databases as the State or Secretary may prescribe. These
databases shall be consulted upon contracting and no less frequently than
monthly thereafter. If the State finds a party that is excluded, it shall promptly
notify the Contractor and take action consistent with § 438.610(c).
The State shall ensure that Contractor with which the State contracts under this
part is not located outside of the United States and that no claims paid by a
Contractor to a network provider, out-of-network provider, subcontractor or
financial institution located outside of the U.S. are considered in the development
of actuarially sound capitation rates.
6
Exhibit B —Attachment D
Page 7 of 7
1. DATA, PRIVACY AND SECURITY REQUIREMENTS
a. ELECTRONIC PRIVACY AND SECURITY
i. Contractor shall have a secure email system and send any email
containing PII or PHI in a secure and encrypted manner.
Contractor's email transmissions shall display a warning banner
stating that data is confidential, systems activities are monitored
and logged for administrative and security purposes, systems use
is for authorized users only, and that users are directed to log off
the system if they do not agree with these requirements.
ii. Contractor shall institute compliant password management
policies and procedures, which shall include but not be limited to
procedures for creating, changing, and safeguarding passwords.
Contractor shall establish guidelines for creating passwords and
ensuring that passwords expire and are changed at least once
every 90 days.
iii. Any Electronic Health Records (EHRs) maintained by Contractor
that contain PHI or PII for individuals served through this
Agreement shall contain a warning banner regarding the PHI or
PII contained within the EHR. Contractors that utilize an EHR shall
maintain all parts of the clinical record that are not stored in the
EHR, including but not limited to the following examples of person
served signed documents: discharge plans, informing materials,
and health questionnaire.
iv. Contractor entering data into any County electronic systems shall
ensure that staff are trained to enter and maintain data within this
system.
Exhibit B -Attachment E
Fresno County Mental Health Plan
Compliance Program
CODE OF CONDUCT:
All Fresno County Behavioral/Mental Health Employees, Contractors (including Contractor's
Employees/Subcontractors), Volunteers and Students will:
1. Read, acknowledge, and abide by this Code of Conduct.
2. Be responsible for reviewing and understanding Compliance Program policies and procedures including
the possible consequences for failure to comply or failure to report such non-compliance.
3. NOT engage in any activity in violation of the County's Compliance Program, nor engage in any other
conduct which violates any applicable law, regulation, rule, or guideline. Conduct yourself honestly,
fairly, courteously, and with a high degree of integrity in your professional dealings related to their
employment/contract with the County and avoid any conduct that could reasonably be expected to
reflect adversely upon the integrity of the County and the services it provides.
4. Practice good faith in transactions occurring during the course of business and never use or exploit
professional relationships or confidential information for personal purposes.
5. Promptly report any activity or suspected violation of the Code of Conduct, the polices and procedures
of the County, the Compliance Program, or any other applicable law, regulation, rule or guideline. All
reports may be made anonymously. Fresno County prohibits retaliation against any person making a
report. Any person engaging in any form of retaliation will be subject to disciplinary or other
appropriate action by the County.
6. Comply with not only the letter of Compliance Program and mental health policies and procedures, but
also with the spirit of those policies and procedures as well as other rules or guidelines adopted by the
County. Consult with you supervisor or the Compliance Office regarding any Compliance Program
standard or other applicable law, regulation, rule or guideline.
7. Comply with all laws governing the confidentiality and privacy of information. Protect and retain
records and documents as required by County contract/standards, professional standards,
governmental regulations, or organizational policies.
8. Comply with all applicable laws, regulations, rules, guidelines, and County policies and procedures
when providing and billing mental health services. Bill only for eligible services actually rendered and
fully documented. Use billing codes that accurately describe the services provided. Ensure that no false,
fraudulent, inaccurate, or fictitious claims for payment or reimbursement of any kind are prepared or
submitted. Ensure that claims are prepared and submitted accurately and timely and are consistent
with all applicable laws, regulations, rules and guidelines. Act promptly to investigate and correct
problems if errors in claims or billings are discovered.
9. Immediately notify your supervisor, Department Head, Administrator, or the Compliance Office if you
become or may become an Ineligible/Excluded Person and therefore excluded from participation in the
Federal health care programs.
1
Exhibit B —Attachment F
Page 1 of 9
Health Insurance Portability and Accountability Act (HIPAA)
Business Associate Agreement
1. The County is a "Covered Entity," and the Contractor is a "Business Associate,"
as these terms are defined by 45 CFR 160.103. In connection with providing services under the
Agreement, the parties anticipate that the Contractor will create and/or receive Protected Health
Information ("PHI") from or on behalf of the County. The parties enter into this Business
Associate Agreement (BAA) to comply with the Business Associate requirements of HIPAA, to
govern the use and disclosures of PHI under this Agreement. "HIPAA Rules" shall mean the
Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
The parties to this Agreement shall be in strict conformance with all applicable federal
and State of California laws and regulations, including, but not limited to California Welfare and
Institutions Code sections 5328, 10850, and 14100.2 et seq.; 42 CFR 2; 42 CFR 431; California
Civil Code section 56 et seq.; the Health Insurance Portability and Accountability Act of 1996, as
amended ("HIPAA"), including, but not limited to, 45 CFR Parts160, 45 CFR 162, and 45 CFR
164; the Health Information Technology for Economic and Clinical Health Act ("HITECH")
regarding the confidentiality and security of patient information, including, but not limited to 42
USC 17901 et seq.; and the Genetic Information Nondiscrimination Act ("GINA") of 2008
regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, the Contractor, as a business associate
of the County, may use or disclose Protected Health Information ("PHI") to perform functions,
activities or services for or on behalf of the County, as specified in this Agreement, provided that
such use or disclosure shall not violate HIPAA Rules. The uses and disclosures of PHI may not
be more expansive than those applicable to the County, as the "Covered Entity" under the
HIPAA Rules, except as authorized for management, administrative or legal responsibilities of
the Contractor.
2. The Contractor, including its subcontractors and employees, shall protect from
unauthorized access, use, or disclosure of names and other identifying information, including
genetic information, concerning persons receiving services pursuant to this Agreement, except
i
Exhibit B —Attachment F
Page 2of9
where permitted in order to carry out data aggregation purposes for health care operations [45
CFR §§ 164.504(e)(2)(i), 164.504(e)(2)(ii)(A), and 164.504(e)(4)(i)]. This pertains to any and all
persons receiving services pursuant to a County-funded program. This requirement applies to
electronic PHI. The Contractor shall not use such identifying information or genetic information
for any purpose other than carrying out the Contractor's obligations under this Agreement.
3. The Contractor, including its subcontractors and employees, shall not disclose
any such identifying information or genetic information to any person or entity, except as
otherwise specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164
or other law, required by the Secretary of the United States Department of Health and Human
Services ("Secretary"), or authorized by the client/patient in writing. In using or disclosing PHI
that is permitted by this Agreement or authorized by law, the Contractor shall make reasonable
efforts to limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure
or request.
4. For purposes of the above sections, identifying information shall include, but not
be limited to, name, identifying number, symbol, or other identifying particular assigned to the
individual, such as fingerprint or voiceprint, or photograph.
5. For purposes of the above sections, genetic information shall include genetic
tests of family members of an individual or individual(s), manifestation of disease or disorder of
family members of an individual, or any request for or receipt of genetic services by individual or
family members. Family member means a dependent or any person who is first, second, third,
or fourth degree relative.
6. The Contractor shall provide access, at the request of the County, and in the time
and manner designated by the County, to PHI in a designated record set (as defined in 45 CFR
§ 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR §
164.524 regarding access by individuals to their PHI. With respect to individual requests,
access shall be provided within thirty (30) days from request. Access may be extended if the
Contractor cannot provide access and provides the individual with the reasons for the delay and
2
Exhibit B —Attachment F
Page 3 of 9
the date when access may be granted. PHI shall be provided in the form and format requested
by the individual or the County.
The Contractor shall make any amendment(s) to PHI in a designated record set at the
request of the County or individual, and in the time and manner designated by the County in
accordance with 45 CFR § 164.526.
The Contractor shall provide to the County or to an individual, in a time and manner
designated by the County, information collected in accordance with 45 CFR § 164.528, to permit
the County to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528.
7. The Contractor shall report to the County, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, security
incident, or breach of unsecured PHI not permitted by this Agreement of which the Contractor
becomes aware, immediately and without reasonable delay and in no case later than two (2)
business days of discovery. Immediate notification shall be made to the County's Information
Security Officer and Privacy Officer and the County's Department of Public Health ("DPH")
HIPAA Representative, within two (2) business days of discovery. The notification shall include,
to the extent possible, the identification of each individual whose unsecured PHI has been, or is
reasonably believed to have been, accessed, acquired, used, disclosed, or breached. The
Contractor shall take prompt corrective action to cure any deficiencies and any action pertaining
to such unauthorized disclosure required by applicable federal and State laws and regulations.
The Contractor shall investigate such breach and is responsible for all notifications required by
law and regulation or deemed necessary by the County and shall provide a written report of the
investigation and reporting required to the County's Information Security Officer and Privacy
Officer and the County's DPH HIPAA Representative.
This written investigation and description of any reporting necessary shall be
postmarked within the thirty (30) working days of the discovery of the breach to the addresses
below:
County of Fresno County of Fresno County of Fresno
Department of Public Health Department of Public Health Department of Internal
3
Exhibit B —Attachment F
Page 4 of 9
HIPAA Representative Privacy Officer Services
(559) 600-6439 (559) 600-6405 Information Security Officer
P.O. Box 11867 P.O. Box 11867 (559) 600-5800
Fresno, California 93775 Fresno, California 93775 2048 North Fine Street
Fresno, California 93727
8. The Contractor shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from the county, or created or received by the Contractor
on behalf of the County, in compliance with Parts the HIPAA Rules. The Contractor shall make
its internal practices, books, and records relating to the use and disclosure of PHI received from
the County, or created or received by the Contractor on behalf of the County, available to the
Secretary upon demand.
The Contractor shall cooperate with the compliance and investigation reviews conducted
by the Secretary. PHI access to the Secretary must be provided during the Contractor's normal
business hours; however, upon exigent circumstances access at any time must be granted.
Upon the Secretary's compliance or investigation review, if PHI is unavailable to the Contractor
and in possession of a subcontractor of the Contractor, the Contractor must certify to the
Secretary its efforts to obtain the information from the subcontractor.
9. Safeguards
The Contractor shall implement administrative, physical, and technical safeguards as
required by the HIPAA Security Rule, Subpart C of 45 CFR Part 164, that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI, including electronic
PHI, that it creates, receives, maintains or transmits on behalf of the County and to prevent
unauthorized access, viewing, use, disclosure, or breach of PHI other than as provided for by
this Agreement. The Contractor shall conduct an accurate and thorough assessment of the
potential risks and vulnerabilities to the confidentiality, integrity and availability of electronic PHI.
The Contractor shall develop and maintain a written information privacy and security program
that includes administrative, technical and physical safeguards appropriate to the size and
complexity of the Contractor's operations and the nature and scope of its activities. Upon the
County's request, the Contractor shall provide the County with information concerning such
safeguards.
4
Exhibit B —Attachment F
Page 5 of 9
The Contractor shall implement strong access controls and other security safeguards
and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include
the following administrative and technical password controls for all systems used to process or
store confidential, personal, or sensitive data:
A. Passwords must not be:
(1) Shared or written down where they are accessible or recognizable by anyone
else; such as taped to computer screens, stored under keyboards, or visible
in a work area;
(2) A dictionary word; or
(3) Stored in clear text
B. Passwords must be:
(1) Eight (8) characters or more in length;
(2) Changed every ninety (90) days;
(3) Changed immediately if revealed or compromised; and
(4) Composed of characters from at least three (3) of the following four (4)
groups from the standard keyboard:
a) Upper case letters (A-Z);
b) Lowercase letters (a-z);
c) Arabic numerals (0 through 9); and
d) Non-alphanumeric characters (punctuation symbols).
The Contractor shall implement the following security controls on each workstation or
portable computing device (e.g., laptop computer) containing confidential, personal, or sensitive
data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating system/software
vendor security patches.
5
Exhibit B —Attachment F
Page 6 of 9
The Contractor shall utilize a commercial encryption solution that has received FIPS
140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
The Contractor shall not transmit confidential, personal, or sensitive data via e-mail or
other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the
Advanced Encryption Standard (AES) Algorithm. The Contractor must apply appropriate
sanctions against its employees who fail to comply with these safeguards. The Contractor must
adopt procedures for terminating access to PHI when employment of employee ends.
10. Mitigation of Harmful Effects
The Contractor shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to the Contractor of an unauthorized access, viewing, use, disclosure, or
breach of PHI by the Contractor or its subcontractors in violation of the requirements of these
provisions. The Contractor must document suspected or known harmful effects and the
outcome.
11. The Contractor's Subcontractors
The Contractor shall ensure that any of its contractors, including subcontractors, if
applicable, to whom the Contractor provides PHI received from or created or received by the
Contractor on behalf of the County, agree to the same restrictions, safeguards, and conditions
that apply to the Contractor with respect to such PHI and to incorporate, when applicable, the
relevant provisions of these provisions into each subcontract or sub-award to such agents or
subcontractors.
Nothing in this section 11 or this exhibit authorizes the Contractor to perform services
under this Agreement using subcontractors.
12. Employee Training and Discipline
The Contractor shall train and use reasonable measures to ensure compliance with the
requirements of these provisions by employees who assist in the performance of functions or
6
Exhibit B —Attachment F
Page 7 of 9
activities on behalf of the County under this Agreement and use or disclose PHI, and discipline
such employees who intentionally violate any provisions of these provisions, which may include
termination of employment.
13. Termination for Cause
Upon the County's knowledge of a material breach of these provisions by the Contractor,
the County will either:
A. Provide an opportunity for the Contractor to cure the breach or end the
violation, and the County may terminate this Agreement if the Contractor does not cure the
breach or end the violation within the time specified by the County; or
B. Immediately terminate this Agreement if the Contractor has breached a
material term of this exhibit and cure is not possible, as determined by the County.
C. If neither cure nor termination is feasible, the County's Privacy Officer will
report the violation to the Secretary of the U.S. Department of Health and Human Services.
14. Judicial or Administrative Proceedings
The County may terminate this Agreement if: (1) the Contractor is found guilty in a
criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or
(2) there is a finding or stipulation in an administrative or civil proceeding in which the Contractor
is a party that the Contractor has violated a privacy or security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws.
15. Effect of Termination
Upon termination or expiration of this Agreement for any reason, the Contractor shall
return or destroy all PHI received from the County (or created or received by the Contractor on
behalf of the County) that the Contractor still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, the Contractor shall continue to extend
the protections of these provisions to such information, and limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. This provision applies to
PHI that is in the possession of subcontractors or agents, if applicable, of the Contractor. If the
Contractor destroys the PHI data, a certification of date and time of destruction shall be
Exhibit B —Attachment F
Page 8 of 9
provided to the County by the Contractor.
16. Compliance with Other Laws
To the extent that other state and/or federal laws provide additional, stricter and/or more
protective privacy and/or security protections to PHI or other confidential information covered
under this BAA, the Contractor agrees to comply with the more protective of the privacy and
security standards set forth in the applicable state or federal laws to the extent such standards
provide a greater degree of protection and security than HIPAA Rules or are otherwise more
favorable to the individual.
17. Disclaimer
The County makes no warranty or representation that compliance by the Contractor with
these provisions, the HITECH Act, or the HIPAA Rules, will be adequate or satisfactory for the
Contractor's own purposes or that any information in the Contractor's possession or control, or
transmitted or received by the Contractor, is or will be secure from unauthorized access,
viewing, use, disclosure, or breach. The Contractor is solely responsible for all decisions made
by the Contractor regarding the safeguarding of PHI.
18. Amendment
The parties acknowledge that Federal and State laws relating to electronic data security
and privacy are rapidly evolving and that amendment of this exhibit may be required to provide
for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to amend this agreement in order to implement the standards
and requirements of the HIPAA Rules, the HITECH Act and other applicable laws relating to the
security or privacy of PHI. The County may terminate this Agreement upon thirty (30) days
written notice in the event that the Contractor does not enter into an amendment providing
assurances regarding the safeguarding of PHI that the County in its sole discretion, deems
sufficient to satisfy the standards and requirements of the HIPAA Rules, and the HITECH Act.
19. No Third-Party Beneficiaries
Nothing expressed or implied in the provisions of this exhibit is intended to confer, and
nothing in this exhibit does confer, upon any person other than the County or the Contractor and
8
Exhibit B —Attachment F
Page 9 of 9
their respective successors or assignees, any rights, remedies, obligations or liabilities
whatsoever.
20. Interpretation
The provisions of this exhibit shall be interpreted as broadly as necessary to implement
and comply with the HIPAA Rules, and applicable State laws. The parties agree that any
ambiguity in the terms and conditions of these provisions shall be resolved in favor of a meaning
that complies and is consistent with the HIPAA Rules.
21. Regulatory References
A reference in the terms and conditions of these provisions to a section in the HIPAA
Rules means the section as in effect or as amended.
22. Survival
The respective rights and obligations of the Contractor as stated in this exhibit survive
the termination or expiration of this Agreement.
23. No Waiver of Obligation
Change, waiver or discharge by the County of any liability or obligation of the Contractor
under this exhibit on any one or more occasions is not a waiver of performance of any
continuing or other obligation of the Contractor and does not prohibit enforcement by the County
of any obligation on any other occasion.
9
Exhibit B —Attachment G
Page 1 of 1
Non-Medical/Emergency Transportation Services Outcomes
Contractor shall adhere to the following outcome elements.
Quality of Service
1. Total Passengers
2. Number of rides with a 15+ minute wait time
3. Number of rides by referral sources
4. Number of after-hours requests
5. Count of acknowledgment of request within 30 mins
6. Count of late pick ups
Member Experience
1. Contractor shall provide data on persons' served satisfaction or clinical teams' satisfaction. This
may be through a survey and will be developed by the Contractor.
Notwithstanding changes and timelines implemented by legislation or Behavioral Health Information
Notices, DBH may also add additional required data elements with thirty (30) days' notice to the
program.
i
Exhibit B -Attachment H
Page 1 of 2
National Standards for Culturally and Linguistically
Appropriate Services (CLAS) in Health and Health Care
The National CLAS Standards are intended to advance health equity, improve quality, and help eliminate health care
disparities by establishing a blueprint for health and health care organizations to:
Principal Standard:
1. Provide effective, equitable, understandable, and respectful quality care and services that are responsive to diverse
cultural health beliefs and practices, preferred languages, health literacy, and other communication needs.
Governance, Leadership, and Workforce:
2. Advance and sustain organizational governance and leadership that promotes CLAS and health equity through policy,
practices, and allocated resources.
3. Recruit, promote, and support a culturally and linguistically diverse governance, leadership, and workforce that are
responsive to the population in the service area.
4. Educate and train governance, leadership, and workforce in culturally and linguistically appropriate policies and
practices on an ongoing basis.
Communication and Language Assistance:
5. Offer language assistance to individuals who have limited English proficiency and/or other communication needs, at
no cost to them, to facilitate timely access to all health care and services.
6. Inform all individuals of the availability of language assistance services clearly and in their preferred language,
verbally and in writing.
7. Ensure the competence of individuals providing language assistance, recognizing that the use of untrained individuals
and/or minors as interpreters should be avoided.
8. Provide easy-to-understand print and multimedia materials and signage in the languages commonly used by the
populations in the service area.
Engagement, Continuous Improvement, and Accountability:
9. Establish culturally and linguistically appropriate goals, policies, and management accountability, and infuse them
throughout the organization's planning and operations.
10. Conduct ongoing assessments of the organization's CLAS-related activities and integrate CLAS-related measures into
measurement and continuous quality improvement activities.
11. Collect and maintain accurate and reliable demographic data to monitor and evaluate the impact of CLAS on health
equity and outcomes and to inform service delivery.
12. Conduct regular assessments of community health assets and needs and use the results to plan and implement
services that respond to the cultural and linguistic diversity of populations in the service area.
13. Partner with the community to design, implement, and evaluate policies, practices, and services to ensure cultural
and linguistic appropriateness.
14. Create conflict and grievance resolution processes that are culturally and linguistically appropriate to identify, prevent,
and resolve conflicts or complaints.
15. Communicate the organization's progress in implementing and sustaining CLAS to all stakeholders, constituents, and
the general public.
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Exhibit B -Attachment H
Page 2 of 2
The Case for the Enhanced National CLAS Standards
Of all the forms of inequality, injustice in health care is the most shocking and inhumane.
—Dr. Martin Luther King, Jr.
Health equity is the attainment of the highest level of health for all people (U.S. Department of Health and Human
Services [HHS] Office of Minority Health, 2011). Currently, individuals across the United States from various cultural
backgrounds are unable to attain their highest level of health for several reasons, including the social determinants of
health, or those conditions in which individuals are born, grow, live, work, and age (World Health Organization, 2012),
such as socioeconomic status, education level, and the availability of health services (HHS Office of Disease Prevention
and Health Promotion, 2010). Though health inequities are directly related to the existence of historical and current
discrimination and social injustice, one of the most modifiable factors is the lack of culturally and linguistically appropriate
services, broadly defined as care and services that are respectful of and responsive to the cultural and linguistic needs of
all individuals.
Health inequities result in disparities that directly affect the quality of life for all individuals. Health disparities adversely
affect neighborhoods, communities, and the broader society, thus making the issue not only an individual concern but
also a public health concern. In the United States, it has been estimated that the combined cost of health disparities and
subsequent deaths due to inadequate and/or inequitable care is $1.24 trillion (LaVeist, Gaskin, & Richard, 2009).
Culturally and linguistically appropriate services are increasingly recognized as effective in improving the quality of care
and services (Beach et al., 2004; Goode, Dunne, & Bronheim, 2006). By providing a structure to implement culturally and
linguistically appropriate services, the enhanced National CLAS Standards will improve an organization's ability to address
health care disparities.
The enhanced National CLAS Standards align with the HHS Action Plan to Reduce Racial and Ethnic Health Disparities
(HHS, 2011) and the National Stakeholder Strategy for Achieving Health Equity (HHS National Partnership for Action to
End Health Disparities, 2011), which aim to promote health equity through providing clear plans and strategies to guide
collaborative efforts that address racial and ethnic health disparities across the country. Similar to these initiatives, the
enhanced National CLAS Standards are intended to advance health equity, improve quality, and help eliminate health care
disparities by providing a blueprint for individuals and health and health care organizations to implement culturally and
linguistically appropriate services. Adoption of these Standards will help advance better health and health care in the
United States.
Bibliography:
Beach,M.C.,Cooper,L.A.,Robinson,K.A.,Price,E.G.,Gary,T.L.,Jenckes,M.W.,Powe,N.R.(2004).Strategies for improving minority healthcare quality.(AHRQ
Publication No.04-E008-02).Retrieved from the Agency of Healthcare Research and Quality website:
http://www.a h rq.gov/down loads/pub/evidence/pdf/m i nq ua l/m i nq ua I.pdf
Goode,T.D.,Dunne,M.C.,&Bronheim,S.M.(2006).The evidence base for cultural and linguistic competency in health care.(Commonwealth Fund Publication No.962).
Retrieved from The Commonwealth Fund website: http://www.commonwealthfund.org/usr_doc/Goode_evidencebasecultlinguisticcomp_962.pdf
LaVeist,T.A.,Gaskin,D.J.,&Richard,P.(2009).The economic burden of health inequalities in the United States.Retrieved from the Joint Center for Political and Economic
Studies website: http://www.jointcenter.org/sites/default/files/upload/research/files/The%20Economic%2
0Burden%20of%20Health%20Inequalities%20in%20the%20United%20States.pdf
National Partnership for Action to End Health Disparities.(2011).National stakeholder strategy for achieving health equity.Retrieved from U.S.Department of Health and
Human Services,Office of Minority Health website:http://www.minorityhealth.hhs.gov/npa/templates/content.aspx?lvl=1&lvlid=33&ID=286
U.S.Department of Health and Human Services.(2011).HHS action plan to reduce racial and ethnic health disparities:A nation free of disparities in health and health care.
Retrieved from http://minorityhealth.hhs.gov/npa/files/Plans/HHS/HHS_Plan_complete.pdf
U.S.Department of Health and Human Services,Office of Disease Prevention and Health Promotion.(2010).Healthy people 2020:Social determinants of health.Retrieved
from http://www.healthypeople.gov/2020/topicsobjectives2O2O/overview.aspx?topicid=39
U.S.Department of Health and Human Services,Office of Minority Health(2011).National Partnership for Action to End Health Disparities.Retrieved from
http://minorityhealth.hhs.gov/npa
World Health Organization.(2012).Social determinants of health.Retrieved from http://www.who.int/social_determinants/en/
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Exhibit C
Page 1 of 6
Fresno County Department of Behavioral Health Financial Terms and Conditions
Fresno County Department of Behavioral Health is committed to ensuring timely and accurate
compensation for the delivery of services in our communities and fulfilling all associated
responsibilities of the funding sources related to this Agreement. This document provides
guidance on this Agreement's financial terms and conditions, responsibilities of each party,
which includes but not limited to, maximum compensation, compensation structure, invoicing,
payments, billing, recoupments, audits, reviews, examinations, and other fiscal related
requirements.
Compensation
The County agrees to pay, and the Contractor agrees to receive, compensation for the
performance of its services as described below.
1. Maximum Compensation
The maximum compensation payable to the Contractor under this Agreement is
$250,000.00 per fiscal year with a base term of three (3) years and the option to extend for an
additional two (2) twelve (12) month periods. Total compensation for the agreement, including
the two (2) optional extensions, shall not exceed $1,250,000.00, which is not a guaranteed sum
but shall be paid only for services rendered and received.
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.
2. Rate Category/Schedule
The Non-Emergency Transportation services provided by the Contractor under this
Agreement shall be paid according to the Quotation Schedule as indicated in Exhibit C —
Attachment A, attached hereto and incorporated herein by reference and made part of this
Agreement.
Invoices
The Contractor shall submit monthly invoices to, in arrears by the fifteenth (15th) day
of each month, in the format directed by County. The Contractor shall submit invoices
electronically to:
1) dbhinvoicereview@fresnocountyca.gov;
2) dbhinvoices@fresnocountyca.gov; and
3) the assigned County's DBH Staff Analyst.
At the discretion of County's DBH Director or designee, if an invoice is incorrect or is
otherwise not in proper form 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
Exhibit C
Page 2 of 6
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's 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. If County's DBH does not provide notice of incorrect or
otherwise improper invoices and causes delay in the reimbursement process, Contractor(s) will
follow the escalation process through the County's DBH Finance Division's Invoice Review
Team, up to the DBH Finance Division Manager, and including the County's DBH Director
and/or designee for the timely reimbursement of payment to Contractor.
Withholdings to an invoice by County's DBH shall be addressed by the Contractor and/or
contractor shall communicate any delays in resolving the incorrect or improper form with
County's DBH within ninety (90) days of receiving notice or the withholdings will stand in
perpetuity, or subject to County's discretion.
All final invoices for any fiscal year shall be submitted by Contractor within one hundred
and twenty (120) days following the final month for which payment is claimed in that fiscal year.
No action may be taken by County on any invoices submitted after one hundred and twenty
(120) days of the end of the fiscal year where services are performed.
Payment
Payments shall be made by County to Contractor in arrears, for services provided during
the preceding month, within forty-five (45) days after the date of receipt, verification, and
approval by County. All final invoices shall be submitted by Contractor within one hundred and
twenty (120) days following the final month of service for which payment is claimed for each
fiscal year. No action shall be taken by County on claims submitted beyond the one hundred
and twenty (120) day closeout period of each fiscal year. Any compensation which is not
expended by Contractor pursuant to the terms and conditions of this Agreement shall
automatically revert to County.
Payments shall be made upon certification or other proof satisfactory to the County that
services have been performed or actual expenditures incurred by the Contractor, as specified in
this Agreement.
1. 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. If Contractor fails to comply with any
provision of this Agreement, County shall be relieved of its obligation for further compensation.
Recoupments and Audits/Reviews
County shall recapture from Contractor the value of any services or other expenditures
determined to be ineligible based on the County or State monitoring results. The County
reserves the right to enter into a repayment agreement with Contractor, with the term of the
repayment agreement not to exceed twelve (12) months from the date of the repayment
agreement, to recover the amount of funds to be recouped. The County has the discretion to
extend the term of repayment plan up to a total of twenty-four (24) months from the date of the
repayment Agreement. The repayment agreement may be made with the signed written
Exhibit C
Page 3 of 6
approval of County's DBH Director, or designee, and respective Contractor through a
repayment Agreement. The monthly repayment amounts may be netted against the Contractor's
monthly billing for services rendered during the month, or the County may, in its sole discretion,
forego a repayment agreement and recoup all funds immediately. This remedy is not exclusive,
and County may seek requital from any other means, including, but not limited to, a separate
agreement with Contractor.
1. Single Audit Clause
If Contractor expends Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00)
or more in Federal and Federal flow-through monies, Contractor agrees to conduct an annual
audit in accordance with the requirements of the Single Audit Standards as set forth in Office of
Management and Budget (OMB) 2 CFR 200. Contractor shall submit said audit and
management letter to County. The audit must include a statement of findings or a statement that
there were no findings. If there were negative findings, Contractor must include a corrective
action plan signed by an authorized individual. Contractor agrees to take action to correct any
material non-compliance or weakness found as a result of such audit. Such audit shall be
delivered to County's DBH Finance Division for review within nine (9) months of the end of any
fiscal year in which funds were expended and/or received for the program. Failure to perform
the requisite audit functions as required by this Agreement may result in County performing the
necessary audit tasks, or at County's option, contracting with a public accountant to perform
said audit, or may result in the inability of County to enter into future agreements with
Contractor. All audit costs related to this Agreement are the sole responsibility of Contractor.
A single audit report is not applicable if Contractor's Federal contracts do not exceed the
Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) requirement or Contractor's
only funding is through Drug-related Medi-Cal. If a single audit is not applicable, a program audit
must be performed and a program audit report with management letter shall be submitted by
Contractor to County as a minimum requirement to attest to Contractor's solvency. Said audit
report shall be delivered to County's DBH Finance Division for review no later than nine (9)
months after the close of the fiscal year in which the funds supplied through this Agreement are
expended. Failure to comply with this Act may result in County performing the necessary audit
tasks or contracting with a qualified accountant to perform said audit. All audit costs related to
this Agreement are the sole responsibility of Contractor who agrees to take corrective action to
eliminate any material noncompliance or weakness found as a result of such audit. Audit work
performed by County under this paragraph shall be billed to Contractor at County cost, as
determined by County's Auditor-Controller/Treasurer-Tax Collector.
Contractor shall make available all records and accounts for inspection by County, the
State of California, if applicable, the Controller General of the United States, the Federal Grantor
Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other
pending matters, whichever is later.
2. Financial Audit Report Requirements for Pass-Through Entities
If County determines that Contractor is a "subrecipient" (also known as a "pass-through
entity") as defined in 2 C.F.R. § 200 et seq., Contractor represents that it will comply with the
applicable cost principles and administrative requirements including claims for payment or
reimbursement by County as set forth in 2 C.F.R. § 200 et seq., as may be amended from time
to time. Contractor shall observe and comply with all applicable financial audit report
Exhibit C
Page 4 of 6
requirements and standards.
Financial audit reports must contain a separate schedule that identifies all funds included
in the audit that are received from or passed through the County. County programs must be
identified by Agreement number, Agreement amount, Agreement period, and the amount
expended during the fiscal year by funding source.
Contractor will provide a financial audit report including all attachments to the report and
the management letter and corresponding response within six months of the end of the audit
year to the County's DBH Director or designee. The County's Director or designee is
responsible for providing the audit report to the County Auditor. Contractor must submit any
required corrective action plan to the County simultaneously with the audit report or as soon
thereafter as it is available. The County shall monitor implementation of the corrective action
plan as it pertains to services provided pursuant to this Agreement.
In the event this Agreement is terminated, Contractor shall be entitled to compensation
for all Specialty Mental Health Services (SMHS) satisfactorily provided pursuant to the terms
and conditions of this Agreement through and including the effective date of termination. This
provision shall not limit or reduce any damages owed to the County due to a breach of this
Agreement by Contractor.
Other Financial Requirements
1. Notification of Changes
Contractor shall notify County in writing of any change in organizational name, Head of
Service or principal business at least fifteen (15) business days in advance of the change.
Contractor shall notify County of a change of service location at least six (6) months in advance
to allow County sufficient time to comply with site certification requirements. Said notice shall
become part of this Agreement upon acknowledgment in writing by the County, and no further
amendment of this Agreement shall be necessary provided that such change of address does
not conflict with any other provisions of this Agreement.
Contractor must immediately notify County of a change in ownership, organizational
status, licensure, or ability of Contractor to provide the quantity or quality of the contracted
services in no event more than fifteen (15) days of the change.
2. Record Maintenance
Contractor shall maintain all records and management books pertaining to service
delivery and demonstrate accountability for agreement performance and maintain all fiscal,
statistical, and management books and records pertaining to the program. Records should
include, but not be limited to, monthly summary sheets and other primary source documents.
Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and
must account for all funds, tangible assets, revenue and expenditures. Fiscal records must also
comply with the Code of Federal Regulations (CFR), Title II, Subtitle A, Chapter 11, Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards.
All records shall be complete and current and comply with all requirements in this
Agreement. Failure to maintain acceptable records per the preceding requirements shall be
considered grounds for withholding of payments for billings submitted and for termination of this
Agreement.
Exhibit C
Page 5 of 6
Contractor shall comply with all Federal, State and County laws, rules and regulations
regarding relinquishing or maintaining medical records.
Contractor shall agree to maintain and retain all appropriate service and financial
records for a period of at least ten (10) years from the date of final payment, the final date of this
Agreement, final settlement, or until audit findings are resolved, whichever is later.
3. Financial Reports
Contractor shall submit audited financial reports on an annual basis to the County. The
audit shall be conducted in accordance with Generally Accepted Accounting Principles and
generally accepted auditing standards.
4. Agreement Termination
In the event this Agreement is terminated, ends its designated term or Contractor ceases
operation of its business, Contractor shall deliver or make available to County all financial
records that may have been accumulated by Contractor or subcontractor under this Agreement,
whether completed, partially completed or in progress within seven (7) calendar days of said
termination/end date.
5. Restrictions and Limitations
This Agreement shall be subject to any restrictions, limitations, and/or conditions
imposed by County or state or federal funding sources that may in any way affect the fiscal
provisions of, or funding for this Agreement. This Agreement is also contingent upon sufficient
funds being made available by County, state, or federal funding sources for the term of this
Agreement.
Funding is provided by fiscal year. Any unspent fiscal year appropriation does not roll
over and is not available for services provided in subsequent years.
In the event that funding for these services is delayed by the State Controller, County
may defer payments to Contractor. The amount of the deferred payment shall not exceed the
amount of funding delayed by the State Controller to the County. The period of time of the
deferral by County shall not exceed the period of time of the State Controller's delay of payment
to County plus forty-five (45) days.
6. Additional Financial Requirements
Contractor must comply with the False Claims Act employee training and policy
requirements set forth in 42 U.S.C. 1396a(a)(68) and as the Secretary of the United States
Department of Health and Human Services may specify.
Contractor agrees that no part of any federal funds provided under this Agreement shall
be used to pay the salary of an individual per fiscal year at a rate in excess of Level 1 of the
Executive Schedule at https://www.opm.gov/ (U.S. Office of Personnel Management), as from
time to time amended.
Contractor must maintain financial records for a minimum period of ten (10) years or until
any dispute, audit or inspection is resolved, whichever is later. Contractor will be responsible for
any disallowances related to inadequate documentation.
Exhibit C
Page 6 of 6
7. Contractor Prohibited from Redirection of Contracted Funds
Contractor may not redirect or transfer funds from one funded program to another
funded program under which Contractor provides services pursuant to this Agreement except
through a duly executed amendment to this Agreement.
Contractor may not charge services delivered to an eligible person served under one
funded program to another funded program unless the person served is also eligible for services
under the second funded program.
Exhibit C—Attachment A
Page 1 of 1
QUOTATION SCHEDULE
The County will not accept price increases during the entire length of the contract.
Type of Vehicle Rates Cost
Car Flat rate per trip with passenger(s) $95.00
Rate per mile $3.15
Rate per mile empty $2.15
Wait time (per 15 minute increments) $15.00
Wait Time(After the first 15 mins, per 5 $3.00
min increment)
No show $50.00
Van Flat rate per trip with passenger(s) $130.00
Rate per mile $3.15
Rate per mile empty $2.15
Wait time(First 15 minute increment) $15.00
Wait Time (After the first 15 mins, per 5 $3.00
min increment)
No show $60.00
Safety Car i.e. Flat rate per trip with passenger(s) $160.00
Plexiglas or Metal
partition separating Rate per mile $4.00
driver and Rate per mile empty $3.00
passenger
Wait time (per 15 minute increments) $15.00
Wait Time(After the first 15 mins, per 5 $3.00
min increment)
No show $75.00
Additional Charges Cost
Short Notice (Less than two hours) $50.00
Holiday (County Holidays)/Weekend $80.00
Other(Explain) Additional driver $25.00
Other(Explain) $
Exhibit D
Page 1 of 3
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.
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
Exhibit D
Page 2 of 3
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
Exhibit D
Page 3 of 3
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(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.
Exhibit E
Page 1 of 8
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.
Exhibit E
Page 2of8
(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
Exhibit E
Page 3 of 8
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)
Exhibit E
Page 4 of 8
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
Exhibit E
Page 5 of 8
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.
Exhibit E
Page 6 of 8
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.
5. 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.
Exhibit E
Page 7 of 8
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.
Exhibit E
Page 8 of 8
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.
Exhibit F
Page 1 of 2
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).
Exhibit F
Page 2 of 2
(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:
Exhibit G
Page 1 of 3
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of Entity D/B/A
Address(number,street) City State ZIP Code
CILIA Number Taxpayer ID Number(EIN)/Social Security Number Telephone Number
( )
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 n
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 0
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 0
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
B. Type of entity: o Sole proprietorship o Partnership o 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 0
NAME DOB ADDRESS PROVIDER
Exhibit G
Page 2 of 3
YES NO
IV. A. Has there been a change in ownership or control within the last year?....................................................... n n
If yes, give date.
B. Do you anticipate any change of ownership or control within the year?....................................................... n n
If yes, when?
C. Do you anticipate filing for bankruptcy within the year?................................................................................ o n
If yes, when?
V. Is the facility operated by a management company or leased in whole or part by another organization?.......... o 0
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 0
VII. A. Is this facility chain affiliated? ...................................................................................................................... o 0
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 FIN
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
Signature Date
Remarks
Exhibit 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.
Exhibit H
1 of 2
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.
Exhibit H
2 of 2
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: Date:
(Printed Name & Title) (Name of Agency or
Company)