HomeMy WebLinkAboutAgreement A-25-383 Master Agreement.pdf Agreement No. 25-383
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2 SERVICE AGREEMENT
3 This Service Agreement ("Agreement") is dated August 5, 2025 and is between
4 each Contractor listed in Exhibit A "List of Contractors" collectively hereinafter referred to as
5 ("Contractors"), and the County of Fresno, a political subdivision of the State of California
6 ("County"). Reference in this Agreement to party or"parties" shall be understood to refer to
7 County and each individual Contractor, unless otherwise specified.
8 Recitals
9 A. County, through its Department of Behavioral Health (DBH), has a need to provide
10 medically necessary specialty mental health services (both inpatient and outpatient) for
11 seriously emotionally disturbed youth and adults with severe mental illness who are diagnosed
12 with eating disorders, as required by Behavioral Health and Information Notice (BHIN) 22-009.
13 B. Eating disorders are complex conditions involving both physical and psychological
14 components. As such, effective treatment of eating disorders involves a combination of physical
15 and mental health interventions, often provided through an integrated therapeutic modality,
16 program, or setting. County, through the Department of Behavioral Health, is a Behavioral
17 Health Plan (BHP) as defined in Title 9 of the California Code of Regulations (C.C.R.), section
18 1810226. BHPs are required to cover all medically necessary specialty mental health services
19 (SMHS) including residential and day treatment intensive services to treat the eating disorder.
20 C. On April 24, 2025, the County released Request for Statement of Qualifications
21 ("RFSQ") No. 25-094 for Eating Disorder Services. An addendum was released on May 5, 2025
22 to address bidder questions. RFP 25-094 closed on May 15, 2025.
23 D. Contractor(s) has the secured facilities, staff, and expertise, and is licensed by the State
24 of California, to provide eating disorder services, and is willing and able to provide such services
25 to individuals referred by County pursuant to the terms and conditions of this Agreement.
26 E. County, through its Department of Behavioral Health (DBH) desires to contract with
27 licensed facilities qualified to provide such services.
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1 F. This Agreement supersedes County Agreement No. 23-283 as amended by Agreement
2 No. 25-291.
3 The parties therefore agree as follows:
4 Article 1
5 Contractor(s)'s Services
6 1.1 Scope of Services. Contractor(s) shall perform all of the services provided in Exhibit
7 B to this Agreement, titled "Fresno County Department of Behavioral Health Scope of Work."
8 1.2 Contractor(s) shall also perform all services and fulfill all responsibilities as specified
9 in County's Request for Statement of Qualifications (RFSQ) issued under the name of Eating
10 Disorder Services RFSQ No. 25-094 dated April 24, 2025 and Addendum No. One (1) to
11 COUNTY's RFSQ No. 25-094 dated May 5, 2025 (collectively referred to herein as County's
12 Revised RFSQ) and Contractor(s)'s response to County's Revised RFSQ dated May 13, 2025,
13 all incorporated herein by reference and made part of this Agreement. In the event of any
14 inconsistency among these documents, the inconsistency shall be resolved by giving
15 precedence in the following order of priority: (1) to the Agreement, including all Exhibits; (2) to
16 the Revised RFSQ; and (3) to the Response to the Revised RFSQ. A copy of County's Revised
17 RFSQ and Contractor(s)'s response thereto shall be retained and made available during the
18 term of this Agreement by County's Department of Behavioral Health (DBH) Plan Administration
19 Division.
20 1.3 Representation. Contractor(s) represents that it is qualified, ready, willing, and able
21 to perform all of the services provided in this Agreement.
22 1.4 Compliance with Laws. Contractor(s) shall, at its own cost, comply with all
23 applicable federal, state, and local laws and regulations in the performance of its obligations
24 under this Agreement, including but not limited to workers compensation, labor, and
25 confidentiality laws and regulations. Additionally, Contractor(s) shall comply with laws,
26 regulations, and requirements in Exhibit C to this Agreement, titled "Fresno County Behavioral
27 Health Requirements".
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide oversight and collaborate with Contractor(s), other County
4 Departments and community agencies to help achieve program goals and outcomes. In addition
5 to contractor monitoring of program, oversight includes, but not limited to, coordination with
6 Department of Health Care Services (DHCS) in regard to program administration and outcomes.
7 2.2 County shall participate in evaluating the progress of the overall program, levels of
8 care components, and the efficiency of collaboration with Contractor(s) staff and will be
9 available to Contractor(s) for ongoing consultation. County shall receive and analyze statistical
10 outcome data from Contractor(s) throughout the term of contract. County shall notify
11 Contractor(s)when additional participation is required. The performance outcome measurement
12 process will not be limited to survey instruments but will also include, as appropriate, persons
13 served and staff surveys, chart reviews, and other methods of obtaining required information.
14 Article 3
15 Compensation, Invoices, and Payments
16 3.1 The County agrees to pay, and Contractor(s) agrees to receive compensation for the
17 performance of its services under this Agreement as described in Exhibit D to this Agreement,
18 titled "Fresno County Department of Behavioral Health Financial Terms and Conditions",
19 including each Contractor's Exhibit D subpart as indicated on Exhibit A.
20 3.2 Additional Fiscal Requirements. Contractor(s) shall comply with all Fiscal
21 requirements in Exhibit D to this Agreement.
22 Article 4
23 Term of Agreement
24 4.1 Term. This Agreement is effective on August 5, 2025 and terminates on June 30,
25 2028 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
26 below.
27 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
28 year periods only upon written approval of both parties at least thirty (30) days before the first
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1 day of the next one-year extension period. The County's DBH Director or his or her designee is
2 authorized to sign the written approval on behalf of the County based on Contractor(s)'s
3 satisfactory performance. The extension of this Agreement by the County is not a waiver or
4 compromise of any default or breach of this Agreement by Contractor(s) existing at the time of
5 the extension whether or not known to the County.
6 Article 5
7 Notices
8 5.1 Contact Information. The persons and their addresses having authority to give and
9 receive notices provided for or permitted under this Agreement include the following:
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For the County:
11 Director, Department of Behavioral Health
County of Fresno
12 1925 E Dakota Avenue
Fresno, CA 93726
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For Contractor(s):
14 See Exhibit A
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 Contractor(s) provided for
18 or permitted under this Agreement must be in writing, state that it is a notice provided under this
19 Agreement, and be delivered either by personal service, by first-class United States mail, by an
20 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 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 30 days' advance written notice to
17 Contractor(s), may:
18 (A) Modify the services provided by Contractor(s) 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 Contractor(s). The written
23 notice may suspend performance under this Agreement, and must provide at least 30
24 days for Contractor(s) to cure the breach.
25 (B) If Contractor(s) fails to cure the breach to the County's satisfaction within the time
26 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, Contractor(s) 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 30 days advance written notice to
7 Contractor(s).
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 Contractor(s) 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 Contractor(s).
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 Contractor(s) of any monies disbursed to
17 Contractor(s) under this Agreement that, in the County's sole judgment, were not expended in
18 compliance with this Agreement. Contractor(s) 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, each individual Contractor, including its
23 officers, agents, employees, and volunteers, is at all times acting and performing as an
24 independent contractor, in an independent capacity, and not as an officer, agent, servant,
25 employee, joint 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 Contractor(s)'s performance under this Agreement, but the County may
28 verify that Contractor(s) 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, Contractor(s) has no
2 right to employment rights or benefits available to County employees. Contractor(s) is solely
3 responsible for providing to its own employees all employee benefits required by law.
4 Contractor(s) shall save the County harmless from all matters relating to the payment of
5 Contractor(s)'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, Contractor(s) may provide services to others unrelated to the County.
9 Article 8
10 Indemnity and Defense
11 8.1 Indemnity. Contractor(s) shall indemnify and hold harmless and defend the County
12 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
13 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
14 any kind to the County, Contractor(s), or any third party that arise from or relate to the
15 performance or failure to perform by Contractor(s) (or any of its officers, agents, subcontractors,
16 or employees) under this Agreement. The County may conduct or participate in its own defense
17 without affecting Contractor(s)'s obligation to indemnify and hold harmless or defend the
18 County.
19 8.2 Survival. This Article 8 survives the termination of this Agreement.
20 Article 9
21 Insurance
22 9.1 Contractor(s) shall comply with all the insurance requirements in Exhibit E to this
23 Agreement.
24 Article 10
25 Inspections, Audits, and Public Records
26 10.1 Inspection of Documents. Contractor(s) 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 Contractor(s)'s records and data with respect to the matters covered by this
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1 Agreement, excluding attorney-client privileged communications. Contractor(s) shall, upon
2 request by the County, permit the County to audit and inspect all of such records and data to
3 ensure Contractor(s)'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, Contractor(s) 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 Contractor(s) may provide to the County.
11 The County's public disclosure of this Agreement or any record or data that Contractor(s) may
12 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 Contractor(s) may provide to the County, unless such disclosure is prohibited
19 by court order.
20 (C)This Agreement, and any record or data that Contractor(s) 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 Contractor(s) 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 Contractor(s) 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 Contractor(s) 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 Contractor(s)'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 Contractor(s) deliver to the
11 County, for purposes of public disclosure, the requested records that may be in the possession
12 or control of Contractor(s). Within five business days after the County's demand, Contractor(s)
13 shall (a) deliver to the County all of the requested records that are in Contractor(s)'s possession
14 or control, together with a written statement that Contractor(s), after conducting a diligent
15 search, has produced all requested records that are in Contractor(s)'s possession or control, or
16 (b) provide to the County a written statement that Contractor(s), after conducting a diligent
17 search, does not possess or control any of the requested records. Contractor(s) shall cooperate
18 with the County with respect to any County demand for such records. If Contractor(s) wishes to
19 assert that any specific record or data is exempt from disclosure under the CPRA or other
20 applicable law, it must deliver the record or data to the County and assert the exemption by
21 citation to specific legal authority within the written statement that it provides to the County
22 under this section. Contractor(s)'s assertion of any exemption from disclosure is not binding on
23 the County, but the County will give at least 10 days' advance written notice to Contractor(s)
24 before disclosing any record subject to Contractor(s)'s assertion of exemption from disclosure.
25 Contractor(s) shall indemnify the County for any court-ordered award of costs or attorney's fees
26 under the CPRA that results from Contractor(s)'s delay, claim of exemption, failure to produce
27 any such records, or failure to cooperate with the County with respect to any County demand for
28 any such records.
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2 Article 11
3 Data Security
4 11.1 Contractor(s) shall be responsible for the privacy and security safeguards, as
5 identified in Exhibit F, entitled "Data Security." To the extent required to carry out the
6 assessment and authorization process and continuous monitoring, to safeguard against threats
7 and hazards to the security, integrity, and confidentiality of any County data collected and stored
8 by Contractor(s), Contractor(s) shall afford the County access as necessary at the
9 Contractor(s)'s reasonable discretion, to the Contractor(s)'s facilities, installations, and technical
10 capabilities. If new or unanticipated threats or hazards are discovered by either the County or
11 Contractor(s), or if existing safeguards have ceased to function, the discoverer shall
12 immediately bring the situation to the attention of the other party.
13 Article 12
14 Disclosure of Self-Dealing Transactions
15 12.1 Applicability. This Article 12 applies if Contractor(s) is operating as a corporation, or
16 changes its status to operate as a corporation.
17 12.2 Duty to Disclose. If any member of Contractor(s)'s board of directors is party to a
18 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
19 "Self-Dealing Transaction Disclosure Form" (Exhibit G to this Agreement) and submitting it to
20 the County before commencing the transaction or immediately after.
21 12.3 Definition. "Self-dealing transaction" means a transaction to which Contractor(s) is a
22 party and in which one or more of its directors, as an individual, has a material financial interest.
23 Article 13
24 Disclosure of Ownership and/or Control Interest Information
25 13.1 Applicability. This provision is only applicable if Contractor(s) is disclosing entities,
26 fiscal agents, or managed care entities, as defined in Code of Federal Regulations (C.F.R.),
27 Title 42 §§ 455.101, 455.104 and 455.106(a)(1),(2).
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1 13.2 Duty to Disclose. Contractor(s) must disclose the following information as
2 requested in the Provider Disclosure Statement, Disclosure of Ownership and Control Interest
3 Statement, Exhibit H:
4 (A) Disclosure of 5% or More Ownership Interest:
5 (1) In the case of corporate entities with an ownership or control interest in the
6 disclosing entity, the primary business address as well as every business location
7 and P.O. Box address must be disclosed. In the case of an individual, the date of
8 birth and Social Security number must be disclosed.
9 (2) In the case of a corporation with ownership or control interest in the
10 disclosing entity or in any subcontractor in which the disclosing entity has a five
11 percent (5%) or more interest, the corporation tax identification number must be
12 disclosed.
13 (3) For individuals or corporations with ownership or control interest in any
14 subcontractor in which the disclosing entity has a five percent (5%) or more interest,
15 the disclosure of familial relationship is required.
16 (4) For individuals with five percent (5%) or more direct or indirect ownership
17 interest of a disclosing entity, the individual shall provide evidence of completion of a
18 criminal background check, including fingerprinting, if required by law, prior to
19 execution of Contract. (42 C.F.R. § 455.434)
20 (B) Disclosures Related to Business Transactions:
21 (1) The ownership of any subcontractor with whom Contractor(s) has had
22 business transactions totaling more than $25,000 during the 12-month period ending
23 on the date of the request.
24 (2) Any significant business transactions between Contractor(s) and any wholly
25 owned supplier, or between Contractor(s) and any subcontractor, during the 5-year
26 period ending on the date of the request. (42 C.F.R. § 455.105(b).)
27 (C) Disclosures Related to Persons Convicted of Crimes:
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1 (1) The identity of any person who has an ownership or control interest in the
2 provider or is an agent or managing employee of the provider who has been
3 convicted of a criminal offense related to that person's involvement in any program
4 under the Medicare, Medicaid, or the Title XXI services program since the inception
5 of those programs. (42 C.F.R. § 455.106.)
6 (2) County shall terminate the enrollment of Contractor(s) if any person with five
7 percent (5%) or greater direct or indirect ownership interest in the disclosing entity
8 has been convicted of a criminal offense related to the person's involvement with
9 Medicare, Medicaid, or Title XXI program in the last 10 years.
10 13.3 Contractor(s) must provide disclosure upon execution of Contract, extension for
11 renewal, and within thirty-five (35) days after any change in Contractor(s) ownership or upon
12 request of County. County may refuse to enter into an agreement or terminate an existing
13 agreement with Contractor(s) if Contractor(s) fails to disclose ownership and control interest
14 information, information related to business transactions and information on persons convicted
15 of crimes, or if Contractor(s) did not fully and accurately make the disclosure as required.
16 13.4 Contractor(s) must provide the County with written disclosure of any prohibited
17 affiliations under 42 C.F.R. § 438.610. Contractor(s) must not employ or subcontract with
18 providers or have other relationships with providers Excluded from participation in Federal
19 Health Care Programs, including Medi-Cal/Medicaid or procurement activities, as set forth in 42
20 C.F.R. §438.610.
21 13.5 Reporting. Submissions shall be scanned pdf copies and are to be sent via email to
22 L)Bhr-ianA(Ai,m istrai,unCa-)tr1=;0I IULUUI IwL.a.uL. with a copy sent via email to the assigned DBH
23 Contract Analyst. County may deny enrollment or terminate this Agreement where any person
24 with five (5) percent or greater direct or indirect ownership interest in Contractor(s) has been
25 convicted of a criminal offense related to that person's involvement with the Medicare, Medicaid,
26 or Title XXI program in the last ten (10) years. County may terminate this Agreement where any
27 person with five (5) percent or greater direct or indirect ownership interest in Contractor(s) did
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1 not submit timely and accurate information and cooperate with any screening method required
2 in C.F,R, Title 42, Section 455.416
3 Article 14
4 Disclosure of Criminal History and Civil Actions
5 14.1 Applicability. Contractor(s) is required to disclose if any of the following conditions
6 apply to them, their owners, officers, corporate managers, or partners (hereinafter collectively
7 referred to as "Contractor(s)"):
8 (A) Within the three (3) year period preceding the Agreement award, they have been
9 convicted of, or had a civil judgment tendered against them for:
10 (1) Fraud or criminal offense in connection with obtaining, attempting to obtain,
11 or performing a public (federal, state, or local) transaction or contract under a public
12 transaction;
13 (2) Violation of a federal or state antitrust statute;
14 (3) Embezzlement, theft, forgery, bribery, falsification, or destruction of records;
15 or
16 (4) False statements or receipt of stolen property.
17 (B) Within a three (3) year period preceding their Agreement award, they have had a
18 public transaction (federal, state, or local) terminated for cause or default.
19 14.2 Duty to Disclose. Disclosure of the above information will not automatically
20 eliminate Contractor(s)from further business consideration. The information will be considered
21 as part of the determination of whether to continue and/or renew this Agreement and any
22 additional information or explanation that Contractor(s) elects to submit with the disclosed
23 information will be considered. If it is later determined that Contractor(s)failed to disclose
24 required information, any contract awarded to such Contractor(s) may be immediately voided
25 and terminated for material failure to comply with the terms and conditions of the award.
26 Contractor(s) must sign a "Certification Regarding Debarment, Suspension, and Other
27 Responsible Matters— Primary Covered Transactions" in the form set forth in Exhibit I.
28 Additionally, Contractor(s) must immediately advise the County in writing if, during the term of
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1 the Agreement: (1) Contractor(s) becomes suspended, debarred, excluded or ineligible for
2 participation in Federal or State funded programs or from receiving federal funds as listed in the
3 excluded parties list system (http://www.epls.gov); or (2) any of the above listed conditions
4 become applicable to Contractor(s). Contractor(s) shall indemnify, defend, and hold County
5 harmless for any loss or damage resulting from a conviction, debarment, exclusion, ineligibility,
6 or other matter listed in the signed Certification Regarding Debarment, Suspension, and Other
7 Responsibility Matters.
8 Article 15
9 General Terms
10 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
11 Agreement may not be modified, and no waiver is effective, except by written agreement signed
12 by both parties. Contractor(s) acknowledges that County employees have no authority to modify
13 this Agreement except as expressly provided in this Agreement.
14 (A) Notwithstanding the above, non-material changes to services, staffing, and
15 responsibilities of Contractor(s), as needed, to accommodate changes in the laws
16 relating to service requirements, may be made with the signed written approval of
17 County's DBH Director, or designee, and Contractor(s) through an amendment approved
18 by County's County Counsel and the County's Auditor-Controller/Treasurer-Tax
19 Collector's Office. Said modifications shall not result in any change to the maximum
20 compensation amount payable to Contractor(s), as stated herein.
21 (B) Rate Modification. In addition, changes to service rates on each individual
22 Contractor's Exhibit D subpart that do not exceed five percent (5%) of the approved rate,
23 or that are needed to accommodate state-mandated rate increases, may be made with
24 the written approval of the DBH Director, or designee. These rate changes may not add
25 or alter any other terms or conditions of the Agreement. Said modifications shall not
26 result in any change to the annual maximum compensation amount payable to
27 Contractor(s), as stated herein.
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1 15.2 Separate Agreement. It is mutually understood by the parties that this Agreement
2 does not, in any way, create a joint venture among Contractors. By execution of this Agreement,
3 Contractors understand that a separate Agreement is formed between each individual
4 Contractor and County.
5 15.3 Addition/Deletion of Providers. The County reserves the right at any time during
6 the term of this Agreement to add Contractors to and remove Contractors from the list contained
7 on Exhibit A. It is understood that any such additions and removals will not affect compensation
8 paid to the other Contractors, and therefore such additions and removals may be made by
9 County without notice or approval of other Contractor(s) under this Agreement. The County's
10 DBH Director, or designee, may remove a Contractor from the Agreement where there is mutual
11 written consent between the DBH Director and Contractor.
12 15.4 Non-Assignment. Neither party may assign its rights or delegate its obligations
13 under this Agreement without the prior written consent of the other party.
14 15.5 Governing Law. The laws of the State of California govern all matters arising from
15 or related to this Agreement.
16 15.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
17 County, California. Contractor(s) consents to California jurisdiction for actions arising from or
18 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
19 brought and maintained in Fresno County.
20 15.7 Construction. The final form of this Agreement is the result of the parties' combined
21 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
22 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
23 against either party.
24 15.8 Days. Unless otherwise specified, "days" means calendar days.
25 15.9 Headings. The headings and section titles in this Agreement are for convenience
26 only and are not part of this Agreement.
27 15.10 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
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1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 15.11 Nondiscrimination. During the performance of this Agreement, Contractor(s) shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 Contractor(s) shall take affirmative action to ensure that services to intended Medi-Cal
11 beneficiaries are provided without use of any policy or practice that has the effect of
12 discriminating on the basis of race, color, religion, ancestry, marital status, national origin, ethnic
13 group identification, sex, sexual orientation, gender, gender identity, age, medical condition,
14 genetic information, health status or need for health care services, or mental or physical
15 disability.
16 15.12 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
17 of Contractor(s) under this Agreement on any one or more occasions is not a waiver of
18 performance of any continuing or other obligation of Contractor(s) and does not prohibit
19 enforcement by the County of any obligation on any other occasion.
20 15.13 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
21 between Contractor(s) and the County with respect to the subject matter of this Agreement, and
22 it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
23 publications, and understandings of any nature unless those things are expressly included in
24 this Agreement. If there is any inconsistency between the terms of this Agreement without its
25 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
26 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
27 exhibits.
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1 15.14 No Third-Party Beneficiaries. This Agreement does not and is not intended to
2 create any rights or obligations for any person or entity except for the parties.
3 15.15 Authorized Signature. Contractor(s) represents and warrants to the County that:
4 (A) Contractor(s) is duly authorized and empowered to sign and perform its
5 obligations under this Agreement.
6 (B) The individual signing this Agreement on behalf of Contractor(s) is duly
7 authorized to do so and his or her signature on this Agreement legally binds
8 Contractor(s) to the terms of this Agreement.
9 15.16 Electronic Signatures. The parties agree that this Agreement may be executed by
10 electronic signature as provided in this section.
11 (A) An "electronic signature" means any symbol or process intended by an individual
12 signing this Agreement to represent their signature, including but not limited to (1) a
13 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
14 electronically scanned and transmitted (for example by PDF document) version of an
15 original handwritten signature.
16 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
17 equivalent to a valid original handwritten signature of the person signing this Agreement
18 for all purposes, including but not limited to evidentiary proof in any administrative or
19 judicial proceeding, and (2) has the same force and effect as the valid original
20 handwritten signature of that person.
21 (C)The provisions of this section satisfy the requirements of Civil Code section
22 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
23 Part 2, Title 2.5, beginning with section 1633.1).
24 (D) Each party using a digital signature represents that it has undertaken and
25 satisfied the requirements of Government Code section 16.5, subdivision (a),
26 paragraphs (1) through (5), and agrees that each other party may rely upon that
27 representation.
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1 (E) This Agreement is not conditioned upon the parties conducting the transactions
2 under it by electronic means and either party may sign this Agreement with an original
3 handwritten signature.
4 15.17 Counterparts. This Agreement may be signed in counterparts, each of which is an
5 original, and all of which together constitute this Agreement.
6 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement.on the date stated in the introductory clause.
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CONTRACTOR COUNTY OFFRESNO
3
See Following Signature Pages
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5 Ernest Buddy�Men �es, airman of the Board
of Supervisors of the County of Fresno
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Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
By:
10 Deputy
11 For accounting use only:
12 Org No.: 56302230/56302175
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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CONTRACTOR: Oasis Eating Disorder Recovery,
3 A Professional Psychology Corporation
4
5 By
6
Print Name: U�-
7
8 Title:
9 C airman of 1hel Board, President, or Vice President
10 �
Date: — v
11
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13 By J
14 _
15
Print Name: 2 <S
16
Title:
17 Secretary (of Corporation), Assistant Secretary,
Chief Financial Officer, or Assistant Treasurer
18 —7
19 Date:
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MAILING ADDRESS:
22
1781 E Fir Ave, Suite 102
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24 Fresno, CA 93720
25
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27 /ll
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Exhibit A
List of Contractors
Contracted Provider Contact Rates Exhibit
Mailing Address: 1781 E Fir Ave,Suite 102, Fresno,
Oasis Eating Disorder Recovery, CA 93720
01 A Professional Psychology Contact Person: Louisa Gee Exhibit D—Attachment A-1
Corporation Phone Number: (559)314-2413
E-mail address: info@oasiseatingrecovery.com
Revised Date
EXHIBIT B
Page 1 of 5
FRESNO COUNTY
DEPARTMENT OF BEHAVIORAL HEALTH
SCOPE OF WORK
I. PROGRAM NAME
Eating Disorder (ED) Services
II. BACKGROUND
The ED program includes Intensive Outpatient Program (IOP), Partial Hospitalization
Program (PHP), Residential Treatment and/or Inpatient treatment.
III. TARGET POPULATION
Children and youth ages 0-18 diagnosed with serious emotional disturbance (SED) and adults
ages 18+ with serious mental illness (SMI) as a result of ED.
IV. DESCRIPTION OF SERVICES
A. Summary of Services
Intensive Outpatient Program (IOP)
Provided within a community setting, the IOP consists of services provided by licensed
clinicians for clinically appropriate intervals of time. Treatment may include but not limited
to:
• Evaluation by a physician is completed upon admission along with weekly visits;
• Evaluation of substance use;
• Evaluation by a physician is completed upon admission along with weekly visits;
• Evaluation of substance use;
• The treatment plan includes targets of cognitive behavioral skills for controlling
food restriction, controlling binging, purging and non-purging behaviors;
• The nutritional assessment includes specific dietary intake and target weight goals;
• Measurements of weight, charting of calorie intake/percentage of dietary intake
goals;
• Family therapy for children and adolescents, with family members involved in
group sessions; and
• Care Coordination and discharge planning with County and County contracted
team.
Partial Hospitalization Program (PHP)
The PHP provides a structured multi-disciplinary treatment program as an alternative to
inpatient and residential levels of care to allow persons served to continue their recovery
and avoid placement in a more restrictive setting. PHP elements include the following:
• Multidisciplinary treatment provided for clinically appropriate intervals of time;
EXHIBIT B
Page 2 of 5
• Treatment is individualized based on clinical appropriateness and not determined
by the programmatic period;
• Evaluation by a physician upon admission with weekly visits or, if transferring from
another intensive level of care those evaluations are obtained.
Treatment recommendations from these evaluations are integrated into the treatment
plan. The treatment plan may include but not limited to:
• Targets of cognitive behavioral skills for controlling food restrictions, controlling
binging, purging and non-purging behaviors;
• Nutritional assessment completed upon admission, with specific dietary intake and
target weight goals;
• Measurements of weight, charting of calorie intake and percentage of dietary
intake goals;
• Community supports are identified;
• Family therapy for children and adolescents, with family members involved in
groups and educational programs;
• Care Coordination and discharge planning with County and County contracted
team.
Residential Treatment
Residential Treatment services include all-inclusive structured treatment and rehabilitation
programs where persons served are supported in their efforts to develop, maintain, and
restore interpersonal and independent living skills and community support systems.
Services provided seven days per week may include but not limited to the following:
• Evaluation by physician or equivalent professional within a reasonable amount of
time upon admission and as clinically appropriate;
• Physical exam completed within a reasonable amount of time upon admission if
not done prior to admission;
• 24-hour skilled nursing services available on site to manage medical problems;
• An individualized treatment plan shall be completed within a reasonable amount of
time, addressing nutritional, psychological, social, and medical needs.
Treatment planning shall be consistent with the language, cognitive speech and hearing
abilities of the person served. The majority of treatment will be provided within the
community setting. Treatment may include but not limited to the following:
• Group psychotherapy;
• Activity group therapy;
• Individual therapy with a licensed provider;
• Care Coordination and discharge planning with County and County contracted
team.
Inpatient
Housed within a psychiatric hospital setting, Inpatient care services may include but not
limited to the following:
• Multidisciplinary assessment and treatment planning that addresses the nutritional,
psychological, social, medical and substance use needs of the person served;
• Medical and lab tests, including relevant follow up;
EXHIBIT B
Page 3 of 5
• Treatment by a physician seven days per week, including management of
psychiatric medication;
• Skilled nursing services provided by a Registered Nurse or Licensed Vocational
Nurse are available 24 hours per day;
• A nutritional plan with identified target weight range and plan to achieve a gain of 1
to 2 pounds per week;
• Care Coordination and discharge planning with County and County contracted
team.
B. Location of Services:
Contractor(s) shall provide services at a facility licensed by the appropriate licensing
agency (California Department of Social Services (CADSS), Department of Healthcare
Services (DHCS), or Joint Commission Accredited).
C. Hours of Operation:
Contractor(s) shall notify County of their standard hours of operation.
D. Average Person Served Length of Stay:
The average length of stay for persons served will vary based on the level of care and
what is determined clinically appropriate.
E. Referral Sources and Referral Process:
County's DBH Clinical Liaison(s) will make all referrals to Contractor(s) for the provision of
ED services. Referrals will be made on an as needed basis and only when County's DBH
Clinical Liaison(s) deems them necessary. Referrals from County's DBH Clinical
Liaison(s) shall reflect the needs of the Department, person served acuity, and placement
in the least restrictive, and most geographically advantageous environment. Self-referrals
or referrals from other entities to ED contractors will not be accepted nor reimbursed.
F. Care Coordination/Transition Plan:
Contractor(s), at minimum, must communicate bi-weekly to DBH Clinical Liaison the
progress report of persons served. Contractor(s) must consult with DBH Clinical Liaison(s)
prior to transitioning persons served between levels of care.
G. Evidence-Based Practice(s):
Contractor(s) shall utilize evidence-based practice models recognized as effective in
improving functioning of the target population.
H. Contractor shall:
1. Contractor(s), at minimum, must communicate bi-weekly to DBH Clinical Liaison the
progress report of persons served.
2. Contractor(s) must consult with DBH Clinical Liaison(s) prior to transitioning persons
served between levels of care.
EXHIBIT B
Page 4 of 5
3. Provide outcome information to County throughout each term of this Agreement.
County's DBH staff shall notify the Contractor(s)when its participation is required. The
performance outcome measurement process will not be limited to survey instruments
but will also include, as appropriate, persons served and staff interviews, chart
reviews, and other methods of obtaining required information.
I. County shall:
1. Assist Contractor(s) to evaluate the needs of each person served on an ongoing basis
to ensure that the level of care they are receiving is clinically appropriate.
2. Provide oversight, through County's DBH Director, or designee, and collaborate with
Contractor(s) to help achieve program goals and outcomes.
3. Participate in evaluating the progress of the persons served and the efficiency of
collaboration with Contractor's staff and will be available to the Contractor for ongoing
consultation.
4. Gather outcome information from Contractor(s) throughout each term of this
Agreement. County's DBH staff shall notify the Contractor(s) when its participation is
required. The performance outcome measurement process will not be limited to
survey instruments but will also include, as appropriate, persons served and staff
interviews, chart reviews, and other methods of obtaining required information.
V. STAFFING
A. Staffing/Person Served Ratio:
Staff/Person Served ratio will vary depending on the level of care and the specific facility.
B. Staffing Plan
Staffing shall be appropriate to adequately provide ED services to the target population.
Staffing shall include at minimum the following: Program Manager, Physician and/or
Nurse, Licensed Mental Health Provider and/or Registered Associate.
Staff shall possess appropriate licenses and certificates and be qualified in accordance
with applicable statutes and regulations. Contractor(s) shall obtain, maintain, and comply
with all necessary government authorizations, permits and licenses required to conduct its
operations. In addition, the contractor shall comply with all applicable Federal, State, and
local laws, rules, regulations, and orders in its operations including compliance with all
applicable safety and health requirements as to Contractor's employees. Clinical staff
shall obtain, maintain and comply with all regulations as set forth by the Board of
Behavioral Sciences (BBS).
Staff must comply with and maintain professional competencies in their fields of expertise.
To ensure competency, the credentialing process is required for all new and current
licensed providers. Credentialing Committee approval of contractors licensed staff is
necessary before service delivery. Contractor will be required to submit related documents
to the County's Planned Administration Division for review by the Department of
Behavioral Health's Credentialing Committee. Contractor will define their protocol for
ensuring the Fresno County credentialing process is adhered to.
EXHIBIT B
Page 5 of 5
VI. OUTCOMES/PERFORMANCE MONITORING
Contractor's performance shall be evaluated according to its scope of work goals and
effectiveness indicators stated in Exhibit C —Attachment G, titled "Fresno County Department
of Behavioral Health Program Outcomes and Performance Measurements".
Exhibit C
Page 1 of 17
Fresno County Behavioral Health Requirements
I. General Requirements
a. Guiding Principles. Contractor(s)shall align programs, services, and practices with the
vision, mission, and guiding principles of the DBH, as further described in Exhibit C—
Attachment A to this Agreement,titled "Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery."
b. Rights of Persons Served. Contractor(s) shall post signs informing persons served of
their right to file a complaint or grievance, appeals, and expedited appeals. In addition,
Contractor(s) shall inform every person served of their rights as set forth in Exhibit C—
Attachment B to this agreement, titled "Rights of Persons Served".
c. Licenses/Certificates.Throughout the term of this Agreement, Contractor(s) and
Contractor(s)'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(s)
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(s) and Contractor(s)'s
staff shall comply with all applicable laws, rules or regulations, as may now exist or be
hereafter changed.
d. Training. Contractor(s) agrees that its employees,volunteers, interns, and student
trainees or subcontractors of Contractor(s), in each case, are expected to perform
professional services per an agreement with County.Contractor(s) will comply with the
training requirements and expectations referenced in Exhibit C—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(s) 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 C
Page 2 of 17
f. Subcontracts. Contractor(s) 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(s) 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(s) shall not entitle Contractor(s)to any additional
compensation that is provided for under this Agreement.
g. Reports.The Contractor(s) shall submit the following reports and data:
i. Outcome Data. Contractor(s) shall submit to County program performance
outcome data, as requested. Outcome data and outcome requirements are
listed in Exhibit B—Attachment D to this Agreement,titled "Program Outcomes
and Performance Measurements". Outcome data and outcome requirements
are subject to change at County's discretion.
ii. Additional Reports. Contractor(s) 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(s)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(s) 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 Behavioral Health Specific Laws.
i. Contractor(s) 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. California Code of Regulations,Title 9;
2. California Code of Regulations,Title 22;
3. California Welfare and Institutions Code, Division 5;
2
Exhibit C
Page 3 of 17
4. United States Code of Federal Regulations (CFR),Title 42, including but
not limited to Parts 438 and 455;
5. United States CFR,Title 45;
6. United States Code,Title 42 (The Public Health and Welfare), as
applicable;
7. Balanced Budget Act of 1997;
8. Health Insurance Portability and Accountability Act (HIPAA); and
9. Applicable Medi-Cal laws and regulations, including applicable sub-
regulatory guidance, such as Behavioral Health Information Notices
(BHINs), Mental Health and Substance Use Disorder Services
Information Notices (MHSUDS INs), and provisions of County's, state or
federal contracts governing services for persons served.
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(s) 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(s)
shall adhere to all State requirements, including those identified in Exhibit C—
Attachment E to this Agreement, titled "State Behavioral Health Requirements".
i. Meetings. Contractor(s) 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(s) 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(s) 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
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Exhibit C
Page 4 of 17
served, as well as the overall operation of Contractor(s)'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(s) 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 (GenAl)
technology, including GenAl from third parties or subcontractors. Contractor(s)
must provide information by submitting a "Generative Artificial Intelligence
(GenAl) Reporting and Factsheet (STD 1000)". In addition, Contractor(s) must
notify the County of any new or previously unreported GenAl technology. At the
direction of the County, Contractor(s) 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.
i. The County and the Contractor may have access to information that the other
considers to be a trade secret as defined in California Government Code section
7924.510(f).
ii. Each party shall use the other's Information only to perform its obligations
under, and for the purposes of, the Agreement. Neither party shall use the
Information of the other Party for the benefit of a third party. Each Party shall
maintain the confidentiality of all Information in the same manner in which it
protects its own information of like kind, but in no event shall either Party take
less than reasonable precautions to prevent the unauthorized disclosure or use
of the Information.
iii. The Contractor shall not disclose the County's data except to any third parties as
necessary to operate the Contractor Products and Services(provided that the
Contractor hereby grants to the County, at no additional cost, a non-perpetual,
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Exhibit C
Page 5 of 17
noncancelable,worldwide, nonexclusive license to utilize any data, on an
anonymous or aggregate basis only,that arises from the use of the Contractor
Products and Services by the Contractor, whether disclosed on, subsequent to,
or prior to the Effective Date,to improve the functionality of the Contractor
Products and Services and any other legitimate business purpose, subject to all
legal restrictions regarding the use and disclosure of such information).
iv. Upon termination of the Agreement, or upon a Party's request, each Party shall
return to the other all Information of the other in its possession. All provisions of
the Agreement relating to confidentiality, ownership, and limitations of liability
shall survive the termination of the Agreement.
v. All services performed by the Contractor shall be in strict conformance with all
applicable Federal, State of California, and/or local laws and regulations relating
to confidentiality, including but not limited to, California Civil Code, California
Welfare and Institutions Code, California Health and Safety Code, California
Code of Regulations, and the Code of Federal Regulations.
m. Physical Accessibility. In accordance with the accessibility requirements of section S08
of the Rehabilitation Act and the Americans with Disabilities Act of 1973, Contractor(s)
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)'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 B 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.
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Exhibit C
Page 6 of 17
o. Child Abuse Reporting Act.
i. Contractor(s) shall establish a procedure acceptable to the County's DBH
Director, or designee,to ensure that all of the Contractor(s)'s employees,
consultants, subcontractors or agents described in the Child Abuse Reporting
Act, section 1116 et seq. of the Penal Code, and performing services under this
Agreement shall report all known or suspected child abuse or neglect to a child
protective agency as defined in Penal Code section 11165.9.This procedure shall
include:
1. A requirement that all Contractor(s)'s employees, consultants,
subcontractors or agents performing services shall sign a statement that
they know of and will comply with the reporting requirements as
defined in Penal Code section 11166(a).
2. Establishing procedures to ensure reporting even when employees,
consultants, subcontractors, or agents who are not required to report
child abuse under Penal Code section 11166(a),gain knowledge of or
reasonably suspect that a child has been a victim of abuse or neglect.
II. Assurances
Certification of Non-exclusion or Suspension from Participation in a Federal Health Care
Program.
a. In entering into this Agreement, Contractor(s) 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.
b. In entering into this Agreement, Contractor(s) certifies,that the Contractor(s) 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(s)
shall conduct initial and monthly exclusion and suspension searches of the following
databases and provide evidence of these completed searches when requested by
County, DHCS or the US Department of Health and Human Services (DHHS):
i. www.oig.hhs.gov/exclusions-Office of Inspector General's List of Excluded
Individuals/Entities (LEIE) Federal Exclusions
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Exhibit C
Page 7 of 17
ii. www.sam.gov/content/exclusions -General Service Administration (GSA)
Exclusions Extract
iii. www.Medi-Cal.ca.gov-Suspended & Ineligible Provider List
iv. https://nppes.cros.hhs.gov/#/- National Plan and Provider Enumeration System
(NPPES)
v. Any other database required by DHCS or US DHHS.
c. In entering into this Agreement, Contractor(s) certifies,that Contractor(s) does not
employ staff or individual contractors/vendors that are on the Social Security
Administration's Death Master File. Contractor(s) shall check the database prior to
employing staff or individual contractors/vendors and provide evidence of these
completed searches when requested by the County, DHCS or the US DHHS.
d. Contractor(s) is required to notify County immediately if Contractor(s) becomes aware of
any information that may indicate their(including employees/staff and individual
contractors/vendors) potential placement on an exclusions list.
e. Contractor(s) shall screen and periodically revalidate all network providers in accordance
with the requirements of 42 C.F.R., Part 455, Subparts B and E.
f. Contractor(s) must confirm the identity and determine the exclusion status of all its
providers, as well as any person with an ownership or control interest, or who is an
agent or managing employee of the contracted agency through routine checks of federal
and state databases.This includes the Social Security Administration's Death Master File,
NPPES,the Office of Inspector General's LEIE,the Medi-Cal Suspended and Ineligible
Provider List(S&I List) as consistent with the requirements of 42 C.F.R. §455.436.
g. If Contractor(s) finds a provider that is excluded, it must promptly notify the County as
per 42 C.F.R. §438.608(a)(2), (4). Contractor(s) shall not certify or pay any excluded
provider with Medi-Cal funds, must treat any payments made to an excluded provider as
an overpayment, and any such inappropriate payments may be subject to recovery.
III. Inspection and Audit Requirements
a. Internal Auditing. Contractor(s) shall institute and conduct a Quality Assurance Process
for all services provided hereunder.
Contractor(s) 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)'s internal audit process.
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Exhibit C
Page 8 of 17
Contractor(s) shall provide this notification and summary to County as requested by the
County.
b. Access to Records. Contractor(s)shall provide County with access to all documentation
of services provided under this Agreement for County's use in administering this
Agreement. Contractor(s) 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,
documents, and the premises, equipment and facilities maintained by the Contractor(s)
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(s) in the delivery of services provided under this Agreement. Full cooperation
shall be given by the Contractor(s) in any auditing or monitoring conducted, according to
this Agreement.
b. Accessibility. Contractor(s) 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(s) 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)).
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Exhibit C
Page 9 of 17
The County, DHCS, CMS, or the HHS Office of Inspector General may inspect,
evaluate, and audit Contractor(s) at anytime if there is a reasonable possibility of fraud
or similar risk.The Department's inspection shall occur at Contractor(s)'s place of
business, premises, or physical facilities (42 CFR §438.230(c)(3)(iv))
c. Cooperation. Contractor(s) 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, monitor, and/or request information from Contractor(s)to ensure
compliance with laws, regulations, and requirements, as applicable.
d. Probationary Status. County reserves the right to place Contractor(s) on probationary
status, as referenced in the Probationary Status Article, should Contractor(s)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(s) may be subject to Probationary Status or termination if agreement
monitoring and auditing corrective actions are not resolved within specified timeframes.
e. Record Retention. Contractor(s) shall retain all records and documents originated or
prepared pursuant to Contractor(s)'s performance under this Agreement, including
grievance and appeal records, and the data, information and documentation specified in
42 CFR parts 438.604,438.606,438.608, and 438.610 for a period of no less than ten
(10)years from the term end date of this Agreement or until such time as the matter
under audit or investigation has been resolved. Records and documents include but are
not limited to all physical and electronic records and documents originated or prepared
pursuant to Contractor(s)'s or subcontractor's performance under this Agreement
including working papers, reports,financial records and documents of account, records
of persons served, prescription files, subcontracts, and any other documentation
pertaining to covered services and other related services for persons served.
f. Facilities and Assistance. Contractor(s) shall provide all reasonable facilities and
assistance for the safety and convenience of the County's representatives in the
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Exhibit C
Page 10 of 17
performance of their duties. All inspections and evaluations shall be performed in such a
manner that will not unduly delay the work of Contractor(s).
g. 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(s) has not performed satisfactorily.
h. Site Inspection. Without limiting any other provision related to inspections or audits
otherwise set forth in this Agreement, Contractor(s) 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(s) 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
Contractor(s).
V. Complaint Logs and Grievances
a. Documentation. Contractor(s) shall log complaints and the disposition of all complaints
from a person served or their family. Contractor(s) 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(s) shall allow persons served or their representative
to file a grievance either orally, or in writing at any time with the Behavioral Health Plan.
In the event Contractor(s) is notified by a person served or their representative of a
discrimination grievance, Contractor(s) shall report discrimination grievances to the
Behavioral Health Plan within twenty-four(24) hours. Contractor(s) 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. Rights of Persons Served. Contractor(s) shall comply with applicable laws and
regulations relating to patients' rights, including but not limited to Wel. & Inst. Code
5325, Cal. Code Regs.,tit. 9, sections 862 through 868, and 42 CFR §438.100.
10
Exhibit C
Page 11 of 17
Contractor(s) shall ensure that its subcontractors comply with all applicable patients'
rights laws and regulations.
c. Incident Reporting. Contractor(s) 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(s) 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(s) shall not submit false, fraudulent, inaccurate or fictitious
claims for payment or reimbursement of any kind.
2. Contractor(s) shall bill only for those eligible services actually rendered
which are also fully documented.
3. Contractor(s) 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) and Title 9 of the California Code of Regulations.
ii. Should Contractor(s) identify improper procedures, actions or circumstances,
including fraud/waste/abuse and/or systemic issue(s), Contractor(s)shall take
prompt steps to correct said problem(s). Contractor(s) 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(s) at its request.
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.
Contractor(s) shall either adopt DBH's Compliance Plan/Program or establish its
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Exhibit C
Page 12 of 17
own Compliance Plan/Program and provide documentation to County DBH to
evaluate whether the Program is consistent with the elements of a Compliance
Program as recommended by the United States Department of Health and
Human Services, Office of Inspector General.
ii. Contractor(s)'s Compliance Program must include the following elements:
1. Designation of a compliance officer who reports directly to the Chief
Executive Officer and the Contactor's Board of Directors and compliance
committee comprised of senior management who are charged with
overseeing the Contractor(s)'s compliance program and compliance with
the requirements of this account.The committee shall be accountable
to the Contractor(s)'s Board of Directors.
iii. Policies and Procedures
1. Contractor(s) shall have written policies and procedures that articulate
Contractor(s)'s commitment to comply with all applicable Federal and
State standards. Contractor(s) shall adhere to applicable County DBH
Policies and Procedures relating to the Compliance Program or develop
its own compliance related policies and procedures.
iv. Contractor(s) shall establish and implement procedures and a system with
dedicated staff for routine internal monitoring and auditing of compliance risks,
prompt response to compliance issues as they arise, investigation of potential
compliance problems as identified in the course of self-evaluation and audits,
correction of such problems promptly and thoroughly(or coordination of
suspected criminal acts with law enforcement agencies)to reduce the potential
for recurrence, and ongoing compliance with the requirements under this
Agreement.
v. Contractor(s) shall implement and maintain written policies for all County DBH-
funded employees, and of any contractor or agent, that provide detailed
information about the False Claims Act and other Federal and State laws,
including information about rights of employees to be protected as
whistleblowers.
vi. Contractor(s) shall maintain documentation,verification or acknowledgement
that the Contractor(s)'s employees, subcontractors, interns, volunteers, and
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Exhibit C
Page 13 of 17
members of Board of Directors are aware of these Policies and Procedures and
the Contractor(s)'s Compliance Program.
vii. Contractor(s) shall have a Compliance Plan demonstrating the seven (7)
elements of a Compliance Plan. Contractor(s) has the option to develop its own
or adopt County DBH's Compliance Plan. Should Contractor(s) develop its own
Plan, Contractor(s) shall submit the Plan prior to implementation for review and
approval to:
Fresno County DBH Compliance Office
1925 E. Dakota Ave. Ste A
Fresno, California 93726
Or send via email to: DBHCompliance@fresnocountyca.gov
c. Program Integrity Requirements
i. As a condition for receiving payment under a Medi-Cal managed care program,
Contractor(s) shall comply with the provisions of Title 42 CFR Sections 438.604,
438.606, 438.608 and 438.610. Contractor(s) must have administrative and
management processes or procedures, including a mandatory compliance plan,
that are designed to detect and prevent fraud, waste or abuse.
ii. If Contractor(s) identifies an issue or receives notification of a complaint
concerning an incident of possible fraud,waste, or abuse, Contractor(s) 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. If Contractor(s)'s internal investigation concludes that fraud or abuse has
occurred or is suspected,the issue if egregious, or beyond the scope of the
Contractor(s)'s ability to pursue,the Contractor(s) shall immediately report to
the County DBH Compliance Office for investigation, review and/or disposition.
iv. Contractor(s) shall immediately report to DBH any overpayments identified or
recovered, specifying the overpayments due to potential fraud.
v. Contractor(s) shall immediately report any information about changes in
circumstances of the person served that may affect the person's eligibility,
including changes in the residence of the person served or the death of the
individual.
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Exhibit C
Page 14 of 17
vi. Contractor(s) shall immediately report any information about a change in
Contractor(s)'s or Contractor(s)'s staff circumstances that may affect eligibility to
participate in the behavioral health program.
vii. Contractor(s) understands DBH, CMS, or the HHS Inspector General may inspect,
evaluate, and audit Contractor(s) at anytime if there is a reasonable possibility
of fraud or similar risk.
d. Code of Conduct
i. Contractor(s) shall take precautions to ensure that claims are prepared and
submitted accurately, timely and are consistent with all applicable laws,
regulations, rules or guidelines.
ii. Contractor(s) shall ensure that no false,fraudulent, inaccurate or fictitious
claims for payment or reimbursement of any kind are submitted.
iii. Contractor(s) shall bill only for eligible services actually rendered and fully
documented.
iv. Contractor(s) shall act promptly to investigate and correct problems if errors in
claims or billing are discovered.
v. Contractor(s) shall comply with County's Code of Conduct and Ethics and the
County's Compliance Program in accordance with Exhibit C—Attachment F 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(s) 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(s) acknowledge that the exchange of PHI between them is only
for treatment, payment, and health care operations.
County and Contractor(s) 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
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Exhibit C
Page 15 of 17
Contractor(s)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(s) 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(s) is a "Business Associate," as these
terms are defined by 45 CFR 160.103. As a Business Associate, Contractor(s)agrees to
comply with the terms of Exhibit C—Attachment G to this Agreement, titled "Health
Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement".
Vill. Quality Management Requirements.
a. Reporting.
i. Outcomes Reports. Contractor(s)shall complete Outcomes Reports in the form
set by County. 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(s) 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.
Contractor(s) shall participate in quality improvement (QI) activities, including
clinical and non-clinical performance improvement 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 recredentia ling, and person served
15
Exhibit C
Page 16 of 17
grievances. Contractor(s) 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(s) 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 C—Attachment H to this Agreement,titled "National Standards on Culturally and
Linguistically Appropriate Services". Contractor(s) 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(s) 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)'s policies and procedures shall ensure compliance of any
subcontracted providers with these requirements.
c. Interpreter Services. Contractor(s) 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
manner for limited and/or no English proficient persons served and/or persons served
with disabilities. Contractor(s) 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, Contractor(s) must document
the offer, refusal, and justification in the file of the person served.
d. Interpreter Qualifications. Contractor(s) 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
16
Exhibit C
Page 17 of 17
annual training provided by County at no cost to Contractor(s); (2) have demonstrated
proficiency in the language of the person served; (3) can effectively communicate any
specialized terms and concepts specific to Contractor(s)'s services; and (4) adheres to
generally accepted interpreter ethic principles.As requested by County, Contractor(s)
shall identify all who interpret for or provide direct communication to any program
person served in a language other than English and identify when Contractor(s) last
monitored the interpreter for language competence.
e. CLAS Standards. Contractor(s) shall submit to County for approval,within ninety(90)
days from date of contract execution, Contractor(s)'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 C—Attachment H
"National Standards on Culturally and Linguistically Appropriate Services". As the CLAS
standards are updated, Contractor(s)'s plan must be updated accordingly. As requested
by County, Contractor(s) 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(s) 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(s)
shall report on the completion of cultural responsiveness trainings to ensure direct
service providers are completing annual cultural responsiveness training.
g. Continuing Cultural Responsiveness. Contractor(s) shall create and sustain a forum that
includes staff at all agency levels to discuss cultural responsiveness. Contractor(s)shall
designate a representative from Contractor(s)'s team to attend County's Diversity, Equity
and Inclusion Committee.
17
Exhibit C -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
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Exhibit C -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 C -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
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Exhibit C -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
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Exhibit C—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 BHP 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 BHP 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 BHP 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 BHP address (listed above).
Exhibit C—Attachment B
Page 2of2
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 BHP payment authorization, or
the process or payment of a provider's claim to the BHP.
Payment authorization issues—the provider may appeal a denied or modified request for
payment authorization or a dispute with the BHP regarding the processing or payment of a
provider's claim to the BHP. The written appeal must be submitted to the BHP within ninety (90)
calendar days of the date of the receipt of the non-approval of payment.
The BHP shall have sixty (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 BHP
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 thirty (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 BHP. The
provider will receive a written response from the BHP within sixty (60) calendar days of receipt
of the complaint. The decision rendered by the BHP is final.
CO U Exhibit C—Attachment C
Page 1 of 5
O� g6 Fresno County Department of Behavioral Health
ESQ Contractor Training Requirements Reference Guide
Contractor(s) must consider and include sufficient time and funds for required trainings.
This Training Requirements Reference Guide identifies the required trainings that
Contractor(s) is responsible for offering to all employees, volunteers, interns, and
student trainees of Contractor(s) 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(s), and those are identified within this
document. The remaining trainings are the responsibility of Contractor(s) to provide and
cover associated costs. The expectations for Contractor(s) 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(s)
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(s) 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(s) 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 C,
Attachment F. 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 C—Attachment C
Page 2 of 5
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(s) 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(s) is Responsible for Ensuring and/or Providing
These Trainings are Offered and Completed
Cultural Responsiveness Trainings
Duration: May vary based on Contractor(s)'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)'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)'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)'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 C—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(s) 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(s) 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 C—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 C—Attachment C
Page 5of5
attendees shall ensure that their area is clean and dispose of any waste prior to leaving
the training space.
Exhibit C —Attachment D
Page 1 of 1
FRESNO COUNTY DEPARTMENT OF BEHAVIORAL HEALTH
PROGRAM OUTCOMES AND PERFORMANCE MEASUREMENTS
Contractor's performance shall be evaluated according to its scope of work goals and effectiveness
indicators stated in Exhibit B. Other goals that Contractor shall be evaluated on by County DBH utilizing
the following performance outcomes.
Outcome Indicator#1
Achieve healthy weight stabilization within a clinically appropriate timeframe and maintain progress six
(6) months post-treatment.
Outcome Indicator#2
Demonstrate a decrease in binging, purging and restrictive eating behaviors.
Outcomes Indicator#3
Demonstrate a decrease in physical malnutrition (e.g. tooth decay, hair loss, changes to skin
pigmentation, etc.).
Outcomes Indicator#4
Demonstrate a reduction in recidivism to higher levels of care.
Outcomes Indicator#5
Reduce co-occurring mental health symptoms in person served receiving care (measurable by the
GAD-7/PHQ-9).
Grievances
The count, category, and trends of grievances submitted by individuals regarding services at the
Facility.
Incident Reporting
The count, category, and trends of incidents reported regarding individuals served by the Facility.
Notwithstanding changes and timelines implemented by legislation or Behavioral Health Information
Notices, the Plan may also add additional required data elements with 30 days' notice to facilities.
1
Exhibit C —Attachment E
Page 1 of 18
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(s) 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(s) 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(s) 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 C —Attachment E
Page 2 of 18
C. Suspension of Compensation
If an allegation of discrimination occurs, County may withhold all further
funds, until Contractor(s) 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(s)who is related
by blood or marriage to, or who is a member of the Board of Directors or
an officer of Contractor(s).
5. PATIENTS' RIGHTS
Contractor(s) 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(s) 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(s) 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 C —Attachment E
Page 3 of 18
Failure to comply with these requirements may result in suspension of payments
under this Agreement or termination of this Agreement or both and Contractor(s)
may be ineligible for award of any future State agreements if the department
determines that any of the following has occurred: Contractor(s) 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(s)
certifies that no more than one (1) final unappealable finding of contempt of court
by a Federal court has been issued against Contractor(s) within the immediately
preceding two (2) year period because of Contractor(s)'s failure to comply with
an order of a Federal court, which orders Contractor(s) 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(s) hereby certifies that Contractor(s) will comply
with the requirements of Section 6072 of the Business and Professions Code,
effective January 1, 2003.
Contractor(s) 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(s) 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(s) further declares under penalty
of perjury that they adhere to the Sweatfree Code of Conduct as set forth
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Exhibit C—Attachment E
Page 4 of 18
on the California Department of Industrial Relations website located at
www.dir.ca.gov, and Public Contract Code Section 6108.
b. Contractor(s) agrees to cooperate fully in providing reasonable access to
Contractor(s)'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 Contractor(s)'s compliance with the requirements under
paragraph (a).
7. DOMESTIC PARTNERS: For contracts of$100,000 or more, Contractor(s)
certifies that Contractor(s) is in compliance with Public Contract Code Section
10295.3.
8. GENDER IDENTITY: For contracts of$100,000 or more, Contractor(s) certifies
that CONTRACTOR(S) 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(s) needs to be aware of the following
provisions regarding current or former state employees. If Contractor(s) 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(s) 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 C—Attachment E
Page 5 of 18
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(s) violates any provisions of above paragraphs, such action by
Contractor(s) 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 CODEMORKERS' COMPENSATION: Contractor(s) 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(S) 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(s) 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
Contractor(s)'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 Contractor(s) 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(s) 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 C—Attachment E
Page 6 of 18
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, Contractor(s)
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(s) 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(s), any
subcontractor, as well as any person with an ownership or control interest, or
who is an agent or managing employee of Contractor(s) 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 Contractor(s) and take action consistent with § 438.610(c).
The State shall ensure that Contractor(s) with which the State contracts under
this part is not located outside of the United States and that no claims paid by a
Contractor(s) 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 C —Attachment E
Page 7 of 18
CALIFORNIA ADVANCING AND INNOVATING MEDI-CAL (CAL-AIM)
REQUIREMENTS
1. SERVICES AND ACCESS PROVISIONS
a. CERTIFICATION OF ELIGIBILITY
i. Contractor(s)will, in cooperation with County, comply with Section
14705.5 of California Welfare and Institutions Code to obtain a
certification of an individual's eligibility for Specialty Mental Health
Services (SMHS) under Medi-Cal.
b. ACCESS TO SPECIALTY MENTAL HEALTH SERVICES
i. In collaboration with the County, Contractor(s) will work to ensure
that individuals to whom Contractor(s) provides SMHS meet
access criteria, as per Department of Health Care Services
(DHCS) guidance specified in BHIN 21-073. Specifically,
Contractor(s)will ensure that the clinical record for each individual
includes information as a whole indicating that individual's
presentation and needs are aligned with the criteria applicable to
their age at the time of service provision as specified below.
ii. For enrolled individuals under 21 years of age, Contractor(s) shall
provide all medically necessary SMHS required pursuant to
Section 1396d(r) of Title 42 of the United States Code. Covered
SMHS shall be provided to enrolled individuals who meet either of
the following criteria, (1) or (11) below. If an individual under age 21
meets the criteria as described in (1) below, the beneficiary meets
criteria to access SMHS; it is not necessary to establish that the
beneficiary also meets the criteria in (b) below.
1. The individual has a condition placing them at high risk for
a mental health disorder due to experience of trauma
evidenced by any of the following: scoring in the high-risk
range under a trauma screening tool approved by DHCS,
involvement in the child welfare system, juvenile justice
involvement, or experiencing homelessness.
OR
2. The individual has at least one of the following:
a. A significant impairment
b. A reasonable probability of significant deterioration
in an important area of life functioning
c. A reasonable probability of not progressing
developmentally as appropriate.
d. A need for SMHS, regardless of presence of
impairment, that are not included within the mental
health benefits that a Medi-Cal Managed Care Plan
(MCP) is required to provide.
AND the individual's condition as described in subparagraph
(11 a-d) above is due to one of the following:
Exhibit C —Attachment E
Page 8 of 18
a. A diagnosed mental health disorder, according to
the criteria in the current editions of the Diagnostic
and Statistical Manual of Mental Disorders (DSM)
and the International Classification of Diseases and
Related Health Problems (ICD).
b. A suspected mental health disorder that has not yet
been diagnosed.
c. Significant trauma placing the individual at risk of a
future mental health condition, based on the
assessment of a licensed mental health
professional.
iii. For individuals 21 years of age or older, Contractor(s) shall
provide covered SMHS for persons served who meet both of the
following criteria, (a) and (b) below:
1. The individual has one or both of the following:
a. Significant impairment, where impairment is defined
as distress, disability, or dysfunction in social,
occupational, or other important activities.
b. A reasonable probability of significant deterioration
in an important area of life functioning.
2. The individual's condition as described in paragraph (a) is
due to either of the following:
a. A diagnosed mental health disorder, according to
the criteria in the current editions of the DSM and
ICD.
b. A suspected mental disorder that has not yet been
diagnosed.
c. ADDITIONAL CLARIFICATIONS
i. Criteria
1. A clinically appropriate and covered mental health
prevention, screening, assessment, treatment, or recovery
service listed within Exhibit A of this Agreement can be
provided and submitted to the County for reimbursement
under any of the following circumstances:
a. The services were provided prior to determining a
diagnosis, including clinically appropriate and
covered services provided during the assessment
process;
b. The service was not included in an individual
treatment plan; or
c. The individual had a co-occurring substance use
disorder.
ii. Diagnosis Not a Prerequisite
1. Per BHIN 21-073, a mental health diagnosis is not a
prerequisite for access to covered SMHS. This does not
eliminate the requirement that all Medi-Cal claims,
including SMHS claims, include a current Centers for
8
Exhibit C —Attachment E
Page 9 of 18
Medicare & Medicaid Services (CMS) approved ICD
diagnosis code
d. MEDICAL NECESSITY
i. Contractor(s)will ensure that services provided are medically
necessary in compliance with BHIN 21-073 and pursuant to
Welfare and Institutions Code section 14184.402(a). Services
provided to a person served shall be medically necessary and
clinically appropriate to address the individual's presenting
condition. Documentation in each individual's chart as a whole will
demonstrate medical necessity as defined below, based on the
age of the individual at the time of service provision.
ii. For individuals 21 years of age or older, a service is "medically
necessary" or a "medical necessity" when it is reasonable and
necessary to protect life, to prevent significant illness or significant
disability, or to alleviate severe pain as set forth in Welfare and
Institutions Code section 14059.5.
iii. For individuals under 21 years of age, a service is "medically
necessary" or a "medical necessity" if the service meets the
standards set forth in Section 1396d(r)(5) of Title 42 of the United
States Code.
e. COORDINATION OF CARE
i. Contractor(s) shall ensure that all care, treatment and services
provided pursuant to this Agreement are coordinated among all
providers who are serving the individual, including all other SMHS
providers, as well as providers of Non-Specialty Mental Health
Services (NSMHS), substance use disorder treatment services,
physical health services, dental services, regional center services
and all other services as applicable to ensure a person served-
centered and whole-person approach to services.
ii. Contractor(s) shall ensure that care coordination activities support
the monitoring and treatment of comorbid substance use disorder
and/or health conditions.
iii. Contractor(s) shall include in care coordination activities efforts to
connect, refer and link individual s to community-based services
and supports, including but not limited to educational, social,
prevocational, vocational, housing, nutritional, criminal justice,
transportation, childcare, child development, family/marriage
education, cultural sources, and mutual aid support groups.
iv. Contractor(s) shall engage in care coordination activities
beginning at intake and throughout the treatment and discharge
planning processes.
v. To facilitate care coordination, Contractor(s) will request a HIPAA
and California law compliant person served authorization to share
the individual's information with and among all other providers
involved in the individual's care, in satisfaction of state and federal
privacy laws and regulations.
f. CO-OCCURRING TREATMENT AND NO WRONG DOOR
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Exhibit C —Attachment E
Page 10 of 18
i. Per BHIN 22-011, Specialty and Non-Specialty Mental Health
Services can be provided concurrently, if those services are
clinically appropriate, coordinated, and not duplicative. When a
person served meets criteria for both NSMHS and SMHS, the
individual should receive services based on individual clinical
need and established therapeutic relationships. Clinically
appropriate and covered SMHS can also be provided when the
individual has a co-occurring mental health condition and
substance use disorder.
ii. Under this Agreement, Contractor(s) will ensure that individual s
receive timely mental health services without delay. Services are
reimbursable to Contractor(s) by County even when:
1. Services are provided prior to determination of a diagnosis,
during the assessment or prior to determination of whether
SMHS access criteria are met, even if the assessment
ultimately indicates the individual does not meet criteria for
SMHS.
2. If Contractor(s) is serving a individual receiving both SMHS
and NSMHS, Contractor(s) holds responsibility for
documenting coordination of care and ensuring that
services are non-duplicative.
2. AUTHORIZATION AND DOCUMENTATION PROVISIONS
a. SERVICE AUTHORIZATION
i. Contractor(s)will collaborate with County to complete
authorization requests in line with County and DHCS policy.
ii. Contractor(s) shall have in place, and follow, written policies and
procedures for completing requests for initial and continuing
authorizations of services, as required by County guidance.
iii. Contractor(s) shall respond to County in a timely manner when
consultation is necessary for County to make appropriate
authorization determinations.
iv. County shall provide Contractor(s)with written notice of
authorization determinations within the timeframes set forth in
BHINs 22-016 and 22-017, or any subsequent DHCS notices.
v. Contractor(s) shall alert County when an expedited authorization
decision (no later than 72 hours) is necessary due to an
individual's specific needs and circumstances that could seriously
jeopardize the individual s life or health, or ability to attain,
maintain, or regain maximum function.
b. DOCUMENTATION REQUIREMENTS
i. Contractor(s)will follow all documentation requirements as
specified in Article 4.2-4.8 inclusive in compliance with federal,
state and County requirements.
ii. All Contractor(s) documentation shall be accurate, complete, and
legible, shall list each date of service, and include the face-to-face
time for each service. Contractor(s) shall document travel and
documentation time for each service separately from face-to-face
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Exhibit C —Attachment E
Page 11 of 18
time and provide this information to County upon request.
Services shall be identified as provided in-person, by telephone,
or by telehealth.
iii. All services shall be documented utilizing County-approved
templates and contain all required elements. Contractor(s) agrees
to satisfy the chart documentation requirements set forth in BHIN
22-019 and the contract between County and DHCS. Failure to
comply with documentation standards specified in this Article
require corrective action plans.
c. ASSESSMENT
i. Contractor(s) shall ensure that all individuals' medical records
include an assessment of each individual's need for mental health
services.
ii. Contractor(s) will utilize the seven uniform assessment domains
and include other required elements as identified in BHIN 22-019
and document the assessment in the individual's medical record.
iii. For individual s aged 6 through 20, the Child and Adolescent
Needs and Strengths (CANS), and for individual s aged 3 through
18, the Pediatric Symptom Checklist-35 (PSC-35) tools are
required at intake, every six months during treatment, and at
discharge, as specified in DHCS MHSUDS INs 17-052 and 18-
048.
iv. The time period for providers to complete an initial assessment
and subsequent assessments for SMHS are up to clinical
discretion of County; however, Contractor(s)'s providers shall
complete assessments within a reasonable time and in
accordance with generally accepted standards of practice.
d. ICD-10
i. Contractor(s) shall use the criteria set forth in the current edition of
the DSM as the clinical tool to make diagnostic determinations.
ii. Once a DSM diagnosis is determined, Contractor(s) shall
determine the corresponding mental health diagnosis in the
current edition of ICD. Contractor(s) shall use the ICD diagnosis
code(s) to submit a claim for SMHS to receive reimbursement
from County.
iii. The ICD Tabular List of Diseases and Injuries is maintained by
CMS and may be updated during the term of this Agreement.
Changes to the lists of ICD diagnoses do not require an
amendment to this Agreement, and County may implement these
changes as provided by CMS
e. PROBLEM LIST
i. Contractor(s) will create and maintain a Problem List for each
individual served under this Agreement. The problem list is a list of
symptoms, conditions, diagnoses, and/or risk factors identified
through assessment, psychiatric diagnostic evaluation, crisis
encounters, or other types of service encounters.
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Exhibit C —Attachment E
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ii. Contractor(s) shall document a problem list that adheres to
industry standards utilizing at minimum current SNOMED
International, Systematized Nomenclature of Medicine Clinical
Terms (SNOMED CT®) U.S. Edition, September 2022 Release,
and ICD-10-CM 2023.
iii. A problem identified during a service encounter may be addressed
by the service provider during that service encounter and
subsequently added to the problem list.
iv. The problem list shall include, but is not limited to, all elements
specified in BHIN 22-019.
v. County does not require the problem list to be updated within a
specific timeframe or have a requirement about how frequently the
problem list should be updated after a problem has initially been
added. However, Contractor(s) shall update the problem list within
a reasonable time such that the problem list reflects the current
issues facing the person served, in accordance with generally
accepted standards of practice and in specific circumstances
specified in BHIN 22-019.
f. TREATMENT AND CARE PLANS
i. Contractor(s) is not required to complete treatment or care plans
for persons served under this Agreement, except in the
circumstances specified in BHIN 22-019 and additional guidance
from DHCS that may follow after execution of this Agreement.
g. PROGRESS NOTES
i. Contractor(s) shall create progress notes for the provision of all
SMHS services provided under this Agreement.
ii. Each progress note shall provide sufficient detail to support the
service code selected for the service type as indicated by the
service code description.
iii. Progress notes shall include all elements specified in BHIN 22-
019, whether the note be for an individual or a group service.
iv. Contractor(s) shall complete progress notes within three business
days of providing a service, with the exception of notes for crisis
services, which shall be completed within 24 hours.
v. Providers shall complete a daily progress note for services that
are billed on a daily basis, such as residential and day treatment
services, if applicable.
h. TRANSITION OF CARE TOOL
i. Contractor(s) shall use a Transition of Care Tool for any individual
whose existing services will be transferred from Contractor(s) to
an Medi-Cal Managed Care Plan (MCP) provider or when NSMHS
will be added to the existing mental health treatment provided by
Contractor(s), as specified in BHIN 22-065, in order to ensure
continuity of care.
ii. Determinations to transition care or add services from an MCP
shall be made in alignment with County policies and via a person-
centered, shared decision-making process.
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Exhibit C —Attachment E
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iii. Contractor(s) may directly use the DHCS-provided Transition of
Care Tool, found at https://www.dhcs.ca.gov/Pages/Screening-
and-Transition-of-Care-Tools-for-Medi-Cal-Mental-Health-
Services.aspx, or obtain a copy of that tool provided by the
County. Contractor(s) may create the Transition of Care Tool in its
Electronic Health Record (EHR). However, the contents of the
Transition of Care Tool, including the specific wording and order of
fields, shall remain identical to the DHCS provided form. The only
exception to this requirement is when the tool is translated into
languages other than English.
i. TELEHEALTH
i. Contractor(s) may use telehealth, when it deems clinically
appropriate, as a mode of delivering behavioral health services in
accordance with all applicable County, state, and federal
requirements, including those related to privacy/security,
efficiency, and standards of care. Such services will conform to
the definitions and meet the requirements included in the Medi-Cal
Provider Manual: Telehealth, available in the DHCS Telehealth
Resources page at:
https://www.dhcs.ca.gov/provqovpart/Pages/TelehealthResources
.aspx.
ii. All telehealth equipment and service locations shall ensure that
person served confidentiality is maintained.
iii. Licensed providers and staff may provide services via telephone
and telehealth as long as the service is within their scope of
practice.
iv. Medical records for individuals served by Contractor(s) under this
Agreement shall include documentation of written or verbal
consent for telehealth or telephone services if such services are
provided by Contractor(s). Such consent shall be obtained at least
once prior to initiating applicable health care services and consent
shall include all elements as specified in BHIN 22-019.
v. County may at any time audit Contractor(s)'s telehealth practices,
and Contractor(s) shall allow access to all materials needed to
adequately monitor Contractor(s)'s adherence to telehealth
standards and requirements.
3. PROTECTIONS FOR PERSONS SERVED
a. GRIEVANCES, APPEALS AND NOTICES OF ADVERSE BENEFIT
DETERMINATION
i. All grievances (as defined by 42 C.F.R. § 438.400) and complaints
received by Contractor(s) shall be immediately forwarded to the
County's Managed Care Department or other designated persons
via a secure method (e.g., encrypted email or by fax) to allow
ample time for the Managed Care staff to acknowledge receipt of
the grievance and complaints and issue appropriate responses.
ii. Contractor(s) shall not discourage the filing of grievances and
individual s do not need to use the term "grievance" for a
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Exhibit C —Attachment E
Page 14 of 18
complaint to be captured as an expression of dissatisfaction and,
therefore, a grievance.
iii. Aligned with MHSUDS IN 18-010E and 42 C.F.R. §438.404, the
appropriate and delegated Notice of Adverse Benefit
Determination (NOABD) shall be issued by Contractor(s) within
the specified timeframes using the template provided by the
County.
iv. NOABDs shall be issued to individuals anytime Contractor(s) has
made or intends to make an adverse benefit determination that
includes the reduction, suspension, or termination of a previously
authorized service and/or the failure to provide services in a timely
manner. The notice shall have a clear and concise explanation of
the reason(s) for the decision as established by DHCS and the
County. Contractor(s) shall inform the County immediately after
issuing a NOABD.
v. Procedures and timeframes for responding to grievances, issuing
and responding to adverse benefit determinations, appeals, and
state hearings shall be followed as per 42 C.F.R., Part 438,
Subpart F (42 C.F.R. §§ 438.400 —438.424).
vi. Contractor(s) shall provide individuals any reasonable assistance
in completing forms and taking other procedural steps related to a
grievance or appeal such as auxiliary aids and interpreter
services.
vii. Contractor(s) shall maintain records of grievances and appeals
and shall review the information as part of its ongoing monitoring
procedures. The record shall be accurately maintained in a
manner accessible to the County and available upon request to
DHCS.
b. Advanced Directives
i. Contractor(s) shall comply with all County policies and procedures
regarding Advanced Directives in compliance with the
requirements of 42 C.F.R. §§ 422.128 and 438.6(i) (1), (3) and (4).
c. Continuity of Care
i. Contractor(s) shall follow the County's continuity of care policy
that is in accordance with applicable state and federal regulations,
MHSUDS IN 18-059 and any BHINs issued by DHCS for parity in
mental health and substance use disorder benefits subsequent to
the effective date of this Agreement (42 C.F.R. § 438.62(b)(1)-(2).)
4. QUALITY IMPROVEMENT PROGRAM
a. QUALITY IMPROVEMENT ACTIVITIES AND PARTICIPATION
i. Contractor(s) shall implement mechanisms to assess person
served/family satisfaction based on County's guidance.
Contractor(s) shall assess individual/family satisfaction by:
1. Surveying person served/family satisfaction with
Contractor(s)'s services at least annually.
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Exhibit C —Attachment E
Page 15 of 18
2. Evaluating person served's grievances, appeals and State
Hearings at least annually.
3. Evaluating requests to change persons providing services
at least annually.
4. Informing the County and individuals of the results of
persons served/family satisfaction activities.
ii. Contractor(s), if applicable, shall implement mechanisms to
monitor the safety and effectiveness of medication practices. This
mechanism shall be under the supervision of a person licensed to
prescribe or dispense prescription drugs, at least annually and as
required by DBH.
iii. Contractor(s) shall implement mechanisms to monitor appropriate
and timely intervention of occurrences that raise quality of care
concerns. Contractor(s) shall take appropriate follow-up action
when such an occurrence is identified. The results of the
intervention shall be evaluated by Contractor(s) at least annually
and shared with the County.
iv. Contractor(s) shall assist County, as needed, with the
development and implementation of Corrective Action Plans.
v. Contractor(s) shall collaborate with County to create a QI Work
Plan with documented annual evaluations and documented
revisions as needed. The QI Work Plan shall evaluate the impact
and effectiveness of its quality assessment and performance
improvement program.
vi. Contractor(s) shall attend and participate in the County's Quality
Improvement Committee (QIC) to recommend policy decisions,
review and evaluate results of QI activities, including PIPs,
institute needed QI actions, and ensure follow-up of QI processes.
Contractor(s) shall ensure that there is active participation by
Contractor(s)'s practitioners and providers in the QIC.
vii. Contractor(s) shall participate, as required, in annual, independent
external quality reviews (EQR) of the quality, timeliness, and
access to the services covered under this Contract, which are
conducted pursuant to Subpart E of Part 438 of the Code of
Federal Regulations. (42 C.F.R. §§ 438.350(a) and 438.320)
b. TIMELY ACCESS
i. Timely access standards include:
1. Contractor(s) shall have hours of operation during which
services are provided to Medi-Cal individuals that are no
less than the hours of operation during which the provider
offers services to non-Medi-Cal individual s. If
Contractor(s)'s provider only serves Medi-Cal
beneficiaries, the provider shall provide hours of operation
comparable to the hours the provider makes available for
Medi-Cal services that are not covered by the Agreement
or another County.
2. Appointments data, including wait times for requested
services, shall be recorded and tracked by Contractor(s),
and submitted to the County on a monthly basis in a format
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Exhibit C —Attachment E
Page 16 of 18
specified by the County. Appointments' data should be
submitted to the County's Planning and Quality
Management Division or other designated persons.
3. Urgent care appointments for services that do not require
prior authorization shall be provided to individual s within
48 hours of a request. Urgent appointments for services
that do require prior authorization shall be provided to
persons served within 96 hours of request.
4. Non-urgent non-psychiatry mental health services,
including, but not limited to Assessment, Targeted Case
Management, and Individual and Group Therapy
appointments (for both adult and children/youth) shall be
made available to Medi-Cal individuals within 10 business
days from the date the individual or a provider acting on
behalf of the individual, requests an appointment for a
medically necessary service. Non-urgent psychiatry
appointments (for both adult and children/youth) shall be
made available to Medi-Cal individual s within 15 business
days from the date the person served or a provider acting
on behalf of the individual, requests an appointment for a
medically necessary service.
5. Applicable appointment time standards may be extended if
the referring or treating provider has determined and noted
in the individual's record that a longer waiting period will
not have a detrimental impact on the health of the
individual.
6. Periodic office visits to monitor and treat mental health
conditions may be scheduled in advance consistent with
professionally recognized standards of practice as
determined by the treating licensed mental health provider
acting within the scope of their practice.
c. PROVIDER APPLICATION AND VALIDATION FOR ENROLLMENT
(PAVE)
i. Contractor(s) shall ensure that all of its required clinical staff, who
are rendering SMHS to Medi-Cal individuals on behalf of
Contractor(s), are registered through DHCS' Provider Application
and Validation for Enrollment (PAVE) portal, pursuant to BHIN 20-
071 requirements, the 21 st Century Cures Act and the CMS
Medicaid and Children's Health Insurance Program (CHIP)
Managed Care Final Rule.
ii. SMHS licensed individuals required to enroll via the "Ordering,
Referring and Prescribing" (ORP) PAVE enrollment pathway (i.e.
PAVE application package) available through the DHCS PED
Pave Portal, include: Licensed Clinical Social Worker (LCSW),
Licensed Marriage and Family Therapist (LMFT), Licensed
Professional Clinical Counselor (LPCC), Psychologist, Licensed
Educational Psychologist, Physician (MD and DO), Physician
Assistant, Registered Pharmacist/Pharmacist, Certified
Pediatric/Family Nurse Practitioner, Nurse Practitioner,
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Exhibit C —Attachment E
Page 17 of 18
Occupational Therapist, and Speech-Language Pathologist.
Interns, trainees, and associates are not eligible for enrollment.
d. PHYSICIAN INCENTIVE PLAN
i. If Contractor(s) wants to institute a Physician Incentive Plan,
Contractor(s) shall submit the proposed plan to the County which
will in turn submit the Plan to the State for approval, in accordance
with the provisions of 42 C.F.R. § 438.6(c).
5. DATA, PRIVACY AND SECURITY REQUIREMENTS
a. ELECTRONIC PRIVACY AND SECURITY
i. Contractor(s) shall have a secure email system and send any
email containing PII or PHI in a secure and encrypted manner.
Contractor(s)'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(s) shall institute compliant password management
policies and procedures, which shall include but not be limited to
procedures for creating, changing, and safeguarding passwords.
Contractor(s) 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(s) 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(s) entering data into any County electronic systems
shall ensure that staff are trained to enter and maintain data within
this system.
6. PROGRAM INTEGRITY
a. Credentialing and Re-credentialing of Providers
i. Contractor(s) shall ensure that all of their network providers
delivering covered services, sign and date an attestation
statement on a form provided by County, in which each provider
attests to the following:
1. Any limitations or inabilities that affect the provider's ability
to perform any of the position's essential functions, with or
without accommodation;
2. A history of loss of license or felony convictions;
3. A history of loss or limitation of privileges or disciplinary
activity;
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Exhibit C —Attachment E
Page 18 of 18
4. A lack of present illegal drug use; and
5. The application's accuracy and completeness
ii. Contractor(s) shall file and keep track of attestation statements,
credentialing applications and credentialing status for all of their
providers and shall make those available to the County upon
request at any time.
iii. Contractor(s) is required to sign an annual attestation statement at
the time of Agreement renewal in which they will attest that they
will follow County's Credentialing Policy and MHSUDS IN 18-019
and ensure that all of their rendering providers are credentialed as
per established guidelines.
18
Exhibit C-Attachment F
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.
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Exhibit C —Attachment G
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Health Insurance Portability and Accountability Act (HIPAA)
Business Associate Agreement
1. The County is a "Covered Entity," and Contractor(s) 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 Contractor(s) 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.
2. 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.
3. Except as otherwise provided in this Agreement, Contractor(s), 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 Contractor(s).
4. Contractor(s) shall protect, from unauthorized access, use, or disclosure of
names and other identifying information concerning persons receiving services pursuant to this
Agreement, except where permitted in order to carry out data aggregation purposes for health
I
Exhibit C—Attachment G
Page 2of5
care operations. (45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i).)
This pertains to any and all persons receiving services pursuant to a County funded program.
Contractor(s) shall not use such identifying information for any purpose other than carrying out
Contractor(s)'s obligations under this Agreement.
5. Contractor(s) shall not disclose any such identifying information to any person or
entity, except as otherwise specifically permitted by this Agreement, authorized by law, or
authorized by the client/patient.
6. 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 finger or voice print, or a photograph.
7. Contractor(s) shall provide access, at the request of County, and in the time and
manner designated by County, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to County in order to meet the requirements of 45 CFR
Section164.524 regarding access by individuals to their PHI.
Contractor(s) shall make any amendment(s) to PHI in a designated record set at
the request of County, and in the time and manner designated by County in accordance with 45
CFR Section 164.526.
Contractor(s) shall provide to County or to an individual, in a time and manner
designated by County, information collected in accordance with 45 CFR Section 164.528, to
permit County to respond to a request by the individual for an accounting of disclosures of PHI
in accordance with 45 CFR Section 164.528.
8. Contractor(s) shall report to County, in writing, any knowledge or reasonable
belief that there has been unauthorized access, viewing, use, disclosure, or breach of PHI not
permitted by this Agreement, and any breach of unsecured PHI of which it 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 County's Information Security Officer and
Privacy Officer and DBH's HIPAA Representative, within two (2) business days of discovery.
The notification shall include, to the extent possible, the identification of each individual whose
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Exhibit C—Attachment G
Page 3 of 5
unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used,
disclosed, or breached. Contractor(s) 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. Contractor(s) shall investigate such breach and is
responsible for all notifications required by law and regulation or deemed necessary by County
and shall provide a written report of the investigation and reporting required to County's
Information Security Officer and Privacy Officer and DBH's 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
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
9. Contractor(s) shall make its internal practices, books, and records relating to the
use and disclosure of PHI received from County, or created or received by Contractor(s)(s) on
behalf of County, available to the United States Department of Health and Human Services
upon demand.
10. Safeguards
Contractor(s) shall implement administrative, physical, and technical safeguards
as required by 45 CFR 164.308, 164.310, and 164.312 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 County; and to prevent access, use or
disclosure of PHI other than as provided for by this Agreement. Contractor(s) 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 Contractor(s)'s
operations and the nature and scope of its activities. Upon County's request, Contractor(s) shall
provide County with information concerning such safeguards.
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Exhibit C—Attachment G
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Contractor(s) 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.
11. Mitigation of Harmful Effects
Contractor(s) shall mitigate, to the extent practicable, any harmful effect that is
known to Contractor(s) of an unauthorized access, viewing, use, disclosure, or breach of PHI by
Contractor(s) or its subcontractors in violation of the requirements of these provisions.
12. Contractor(s)'s Subcontractors
Contractor(s) shall ensure that any of its subcontractors, if applicable, to whom
Contractor(s) provides PHI received from or created or received by Contractor(s) on behalf of
County, agree to the same restrictions and conditions that apply to Contractor(s) with respect to
such PHI; and to incorporate, when applicable, the relevant provisions of these provisions into
each subcontract or sub-award to such subcontractors.
13. Effect of Termination
Upon termination or expiration of this Agreement for any reason, Contractor(s)
shall return or destroy all PHI received from County (or created or received by Contractor(s) on
behalf of County) that Contractor(s) still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, it 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 shall apply
to PHI that is in the possession of subcontractors or agents, if applicable, of Contractor(s). If
Contractor(s) destroys the PHI data, a certification of date and time of destruction shall be
provided to the County by Contractor(s).
14. Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations 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 HIPAA and the HIPAA
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Exhibit C—Attachment G
Page 5 of 5
regulations.
15. Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIPAA regulations means the section as in effect or as amended.
16. Survival
The respective rights and obligations of Contractor(s) as stated in this Section
shall survive the termination or expiration of this Agreement.
5
Exhibit C-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.
THINK
O M H U.&DeDaf wntof www.ThinkCulturalHealth.hhs.gov CULTURAL —
HeoM and Human Ser0cae •
Office Of Mlno'V HeaRn HEALTH
Exhibit C -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/
1 THINK
loz—O M H U. DepoftwHof �+ww.ThinkCulturalHealth.hhs.gov CULTURAL
HeoM and Human Ser0cae HEALTH •
Office of Nno'V HeoRn
Exhibit D
Page 1 of 8
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 Contractor(s) agrees to receive, compensation for the
performance of its services as described below.
1. Maximum Compensation
The maximum combined amount payable to Contractor(s) under this Agreement for the
period of August 5, 2025 through June 30, 2026 is One Million Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), which is not a guaranteed sum but shall be paid only for
services rendered and received.
The maximum combined amount payable to Contractor(s) under this Agreement for the
period of July 1, 2026 through June 30, 2027 is One Million Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), which is not a guaranteed sum but shall be paid only for
services rendered and received.
The maximum combined amount payable to Contractor(s) under this Agreement for the
period of July 1, 2027 through June 30, 2028 is One Million Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), which is not a guaranteed sum but shall be paid only for
services rendered and received.
The maximum combined amount payable to Contractor(s) under this Agreement for the
period of July 1, 2028 through June 30, 2029 is One Million Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), which is not a guaranteed sum but shall be paid only for
services rendered and received.
The maximum combined amount payable to Contractor(s) under this Agreement for the
period of July 1, 2029 through June 30, 2030 is One Million Three Hundred Thousand and
No/100 Dollars ($1,300,000.00), which is not a guaranteed sum but shall be paid only for
services rendered and received.
2. Total Maximum Compensation.
In no event shall the maximum contract amount for all the services provided by
Contractor(s) to County under the terms and conditions of this Agreement be in excess of Six
Million Five Hundred Thousand and No/100 Dollars ($6,500,000.00) during the entire term of
this Agreement.
Exhibit D
Page 2 of 8
In the event the maximum compensation amount in any individual fiscal year as noted
above, is not fully expended, said remaining unspent funding amounts shall rollover to each
subsequent fiscal year's established maximum compensation.
Contractor(s) 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 Contractor(s) 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.
Contractor(s)further acknowledges that County employees have no authority to pay
Contractor(s) except as expressly provided in this Agreement.
3. Rates.
The eating disorder treatment services provided by Contractor(s) under this
Agreement shall be reimbursed according to the rates indicated in each Contractor's Exhibit D
subpart, attached hereto and incorporated herein by reference and made part of this
Agreement.
The County agrees to pay, and Contractor(s) agrees to receive, compensation for each day
authorized persons served placed by County receive eating disorder treatment services whether
or not the person served has Medi-Cal, private insurance, or has no other coverage, at the
rate(s) set within each Contractor(s)' respective Exhibit D subpart.
For the purposes of billing, a day shall be defined as any portion of a twenty-four (24) hour day
beginning at 8:00 a.m. and ending at 7:59 a.m. the following day. Day of discharge shall not be
billed. However, a day of service may be billed if the person is admitted and discharged during
the same day provided that such admission and discharge is not within twenty-four (24) hours of
a prior discharge.
Rate setting for eating disorder treatment service rates shall occur on an annual basis in a
format provided by, and a deadline set by County. Said rate changes shall not result in any
change to the maximum compensation paid under this Agreement
Invoices
Contractor(s) shall submit monthly invoices to, in arrears by the fifteenth (15t") day of
each month, in the format directed by County. Contractor(s) shall submit invoices electronically
to:
1) dbhinvoicereview@fresnocountyca.gov;
2) dbh-invoices@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
five (5) days prior notice to Contractor(s). Contractor(s) agrees to continue to provide services
for a period of ninety (90) days after notification of an incorrect or improper invoice. If after the
Exhibit D
Page 3 of 8
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(s).
Withholdings to an invoice by County's DBH shall be addressed by Contractor(s) and/or
Contractor(s) 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(s)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.
All invoices for Non-Specialty Mental Health Services submitted shall include the
following required information: name of facility, facility address, invoice date range, person
served name, date of birth, admit date, discharge date, number of days, case manager, daily
rate, and total amount invoiced. In no event shall Contractor(s) submit claims to County for
persons served that are not duly authorized by County to receive services.
Payment
Payments shall be made by County to Contractor(s) 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(s)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(s) 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 Contractor(s), as specified in
this Agreement.
1. Incidental Expenses.
Contractor(s) is solely responsible for all of its costs and expenses that are not specified
as payable by the County under this Agreement. If Contractor(s)fails to comply with any
provision of this Agreement, County shall be relieved of its obligation for further compensation.
Recoupments, Audits, Reviews, and Examinations
County shall recapture from Contractor(s) the value of any services or other
expenditures determined to be ineligible based on the County or State monitoring results. The
Exhibit D
Page 4 of 8
County reserves the right to enter into a repayment agreement with Contractor(s), 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
approval of County's DBH Director, or designee, and respective Contractor(s) through a
repayment Agreement. The monthly repayment amounts may be netted against Contractor(s)'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(s).
1. Reasons for Recoupment.
County will conduct periodic audits of Contractor(s) files to ensure appropriate high
quality service provision and compliance with applicable federal, state and county or other
funding source regulations.
Such audits may result in requirements for Contractor(s) to reimburse County for
services previously paid in the following circumstances:
(A) Identification of Fraud, Waste or Abuse as defined in federal regulation
(1) Fraud and abuse are defined in C.F.R. Title 42, § 455.2 and W&I Code,
section 14107.11, subdivision (d).
(2) Definitions for"fraud," "waste," and "abuse" can also be found in the
Medicare Managed Care Manual available at https://www.cros.gov/Regulations-
and-Guidance/Guidance/Manuals
(B) Overpayment of Contractor(s) by County due to errors in documentation.
Contractor(s) shall reimburse County for all overpayments identified by Contractor(s),
County, and/or state or federal oversight agencies as an audit exception within the timeframes
required by law or Country or state or federal agency. Funds owed to County will be due within
forty-five (45) days of notification by County, or County shall withhold future payments until all
excess funds have been recouped by means of an offset against any payments then or
thereafter owing to County under this or any other Agreement between the County and
Contractor(s).
2. Confidentiality in Audit/Review Process.
Contractor(s) and County mutually agree to maintain the confidentiality of Contractor(s)'s
records and information of persons served, in compliance with all applicable State and Federal
statutes and regulations, including but not limited to HIPAA and California Welfare and
Institutions Code, Section 5328. Contractor(s) shall inform all of its officers, employees, and
agents of the confidentiality provisions of all applicable statutes.
Contractor(s)'s fiscal records shall contain sufficient data to enable auditors to perform a
complete audit and shall be maintained in conformance with standard procedures and
accounting principles.
Exhibit D
Page 5 of 8
Contractor(s)'s records shall be maintained as required by DBH and DHCS on forms
furnished by DHCS or the County. All statistical data or information requested by the County's
DBH Director, or designee shall be provided by Contractor(s) in a complete and timely manner.
3. Cooperation with Audits/Reviews.
Contractor(s) shall cooperate with County in any review and/or audit initiated by County,
DHCS, or any other applicable regulatory body. This cooperation may include such activities as
onsite program, fiscal, or chart reviews and/or audits.
In addition, Contractor(s) shall comply with all requests for any documentation or files
including, but not limited to, files for persons served and personnel files.
Contractor(s) shall notify the County of any scheduled or unscheduled external
evaluation or site visits when it becomes aware of such visit. County shall reserve the right to
attend any or all parts of external review processes.
Contractor(s) shall allow inspection, evaluation and audit of its records, documents and
facilities for ten (10) years from the term end date of this Agreement or in the event
Contractor(s) has been notified that an audit or investigation of this Agreement has been
commenced, until such time as the matter under audit or investigation has been resolved,
including the exhaustion of all legal remedies, whichever is later pursuant to 42 C.F.R.§§
438.3(h) and 438.2301(3)(i-iii).
4. Single Audit Clause
If Contractor(s) expends One Million and No/100 Dollars ($1,000,000.00) or more in
Federal and Federal flow-through monies, Contractor(s) 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(s) must include a corrective
action plan signed by an authorized individual. Contractor(s) 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(s). All audit costs related to this Agreement are the sole responsibility of
Contractor(s).
A single audit report is not applicable if Contractor(s)'s Federal contracts do not exceed
the One Million and No/100 Dollars ($1,000,000.00) requirement. 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(s) to County as a minimum requirement to attest to
Contractor(s)'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
Exhibit D
Page 6 of 8
Contractor(s)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(s) at County cost, as determined by County's Auditor-
Controller/Treasurer-Tax Collector.
Contractor(s) 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.
5. Financial Audit Report Requirements for Pass-Through Entities
If County determines that Contractor(s) is a "subrecipient" (also known as a "pass-
through entity") as defined in 2 C.F.R. § 200 et seq., Contractor(s) 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(s) shall observe and comply with all applicable financial audit report
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(s)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(s) 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(s) 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(s).
Other Financial Requirements
1. Notification of Changes
Contractor(s) 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(s) 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.
Exhibit D
Page 7 of 8
Contractor(s) must immediately notify County of a change in ownership, organizational
status, licensure, or ability of Contractor(s) 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(s) 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.
Contractor(s) shall comply with all Federal, State and County laws, rules and regulations
regarding relinquishing or maintaining medical records.
Contractor(s) 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(s) 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(s)
ceases operation of its business, Contractor(s) shall deliver or make available to County all
financial records that may have been accumulated by Contractor(s) 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 shall roll over
and is available for services provided in subsequent years.
Exhibit D
Page 8 of 8
In the event that funding for these services is delayed by the State Controller, County
may defer payments to Contractor(s). 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(s) 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(s) 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(s) 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(s) will be
responsible for any disallowances related to inadequate documentation.
7. Contractor(s) Prohibited from Redirection of Contracted Funds
Contractor(s) may not redirect or transfer funds from one funded program to another
funded program under which Contractor(s) provides services pursuant to this Agreement except
through a duly executed amendment to this Agreement.
Contractor(s) 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 D —Attachment A-1
Fee Schedule
Provider Name: Oasis Disorders Recovery, Mailing Address: 1781 E. Fir Ave,Suite 102 Fresno,CA 93720
Eating Professional Psychology Corporation
Phone Number:559-314-2413
E-mail address: . . ..
Eating Disorder Treatment- Level of Care Population Served Is this Program In- Daily Rate
Person or Virtual?
Inpatient(IP) j N/A N/A N/A
Residential Treatment Center(RTC) N/A N/A N/A
Partial Hospitalization Program (PHP) Adolescent and Adults In Person $891.00
Males and Females 12+
Intensive Outpatient Program (IOP) Adolescent and Adults In Person $544.00
Males and Females 12+
Effective 8.5.2025
Exhibit E
Page 1 of 3
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from Contractor(s) or any third
parties, Contractor(s), 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. Contractor(s) 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 Contractor(s)'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) Contractor(s)
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 Contractor(s) shall purchase extended reporting coverage on its claims-made policy
for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of Contractor(s).
Exhibit E
Page 2 of 3
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of Contractor(s)'s obligations under Article 11 of
this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose data
breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card
liabilities and costs; (ix) infringement of intellectual property, including but not limited to
infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including
release of private information; (xi) information theft; (xii) damage to or destruction or
alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to
Contractor(s)'s obligations under this Agreement regarding electronic information,
including Personal Information; (xv) fraudulent instruction; (xvi)funds transfer fraud;
(xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including
Security Breach response costs; (xx) regulatory fines and penalties related to
Contractor(s)'s obligations under this Agreement regarding electronic information,
including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after Contractor(s) signs this Agreement, and
at any time during the term of this Agreement as requested by the County, Contractor(s)
shall deliver, or cause its broker or producer to deliver, to the County of Fresno,
Department of Behavioral Health —Attention Plan Administration, 1925 E Dakota Ave,
Fresno, CA 93726, or electronically to DBHPlanAdmin(a�fresnocountyca.gov with a copy
to the assigned County's DBH Staff Analyst, certificates of insurance and endorsements
for all of the coverages required under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, Contractor(s) 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, Contractor(s) 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, Contractor(s) 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 Contractor(s) 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 Contractor(s) has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, Contractor(s) shall deliver, or cause its broker or producer to
deliver, to the County's Risk Manager certificates of insurance and endorsements for all
Exhibit E
Page 3 of 3
of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. Contractor(s) waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under any insurance
policy required by this Agreement. Contractor(s) is solely responsible to obtain any
policy endorsement that may be necessary to accomplish that waiver, but
Contractor(s)'s waiver of subrogation under this paragraph is effective whether or not
Contractor(s) obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If Contractor(s)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 Contractor(s). The County may offset such
charges against any amounts owed by the County to Contractor(s) under this
Agreement.
(G)Subcontractors. Contractor(s) shall require and verify that all subcontractors used by
Contractor(s) to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
Contractor(s) to provide services under this Agreement using subcontractors.
Exhibit F
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 Contractor(s)'s employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of Contractor(s)'s subcontractors, representatives, agents, outsourcers, and consultants,
and providers of professional services to Contractor(s), 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 Contractor(s) 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
Contractor(s)'s (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable Contractor(s) 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 Contractor(s) (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 F
Page 2 of 8
(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) Contractor(s) acknowledges that, in the course of its engagement by the County under
this Agreement, Contractor(s), or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) Contractor(s) 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,
Contractor(s), or any Authorized Persons. Contractor(s)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 Contractor(s)'s, or any Authorized Person's, Use of that Personal
Information.
(C) Contractor(s) agrees and covenants in favor of the Country that Contractor(s) 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 Contractor(s) pursuant to the terms of this
Exhibit;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for Contractor(s)'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 Contractor(s) 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 Contractor(s), or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
Exhibit F
Page 3 of 8
before such Personal Information is offered by Contractor(s) 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 Contractor(s) shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) Contractor(s) 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 Contractor(s)'s own actions and omissions.
3. Information Security
(A) Contractor(s) covenants, represents and warrants to the County that Contractor(s)'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 Contractor(s) Uses credit, debit or other payment cardholder
information, Contractor(s) 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 Contractor(s)'s sole cost and expense.
(B) Contractor(s) covenants, represents and warrants to the County that, as of the effective
date of this Agreement, Contractor(s) 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 Contractor(s)'s obligations under section 3(A) of this Exhibit,
Contractor(s)'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 Contractor(s)'s and Authorized
Persons' technical and administrative personnel who are necessary for
Contractor(s)'s, or Authorized Persons', Use of the Personal Information
pursuant to this Agreement;
(ii) ensuring that all of Contractor(s)'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 F
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
Contractor(s), including any Authorized Person, or anyone with whom
Contractor(s) 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 Contractor(s),
Contractor(s) shall cause such Authorized Employees to abide strictly by Contractor(s)'s
obligations under this Exhibit. Contractor(s) shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) Contractor(s) shall, in a secure manner, backup daily, or more frequently if it is
Contractor(s)'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 Contractor(s), through the
Internet.
(F) Contractor(s) 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 Contractor(s) and shall be
Exhibit F
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 Contractor(s)'s and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)Contractor(s) 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 Contractor(s)'s awareness or reasonable belief of a Security Breach,
Contractor(s) 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
Contractor(s)), 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 Contractor(s)'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. Contractor(s) 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 Contractor(s)'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, Contractor(s) 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 Contractor(s) shall provide a written report of the
investigation and reporting required to the Director within 30 days after Contractor(s)'s
discovery of the Security Breach.
(C) County shall promptly notify Contractor(s) of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon Contractor(s)'s receipt of that
notification, Contractor(s) shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit, all at Contractor(s)'s sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
Exhibit F
Page 6 of 8
In the event Contractor(s) discovers a Security Breach, Contractor(s) shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of Contractor(s)'s
receipt of notification of such Privacy Practices Complaint, Contractor(s) 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) Contractor(s) 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 Contractor(s)'s sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. Contractor(s)
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) Contractor(s) 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) Contractor(s) shall have and maintain a written information security policy that specifies
Security Safeguards appropriate to the size and complexity of Contractor(s)'s operations
and the nature and scope of its activities.
(B) Upon the County's written request, to confirm Contractor(s)'s compliance with this
Exhibit, as well as any applicable laws, regulations and industry standards, Contractor(s)
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
Contractor(s)'s physical and technical environment in relation to all Personal Information
that is Used by Contractor(s) pursuant to this Agreement. Contractor(s) 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 Contractor(s) for Personal Information pursuant to
this Agreement. In addition, Contractor(s) shall provide the County with the results of any
audit by or on behalf of Contractor(s) that assesses the effectiveness of Contractor(s)'s
information security program as relevant to the security and confidentiality of Personal
Information Used by Contractor(s) or Authorized Persons during the course of this
Agreement under this Exhibit.
(C) Contractor(s) shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit. that apply to Contractor(s)
with respect to such Personal Information by incorporating the relevant provisions of
these provisions into a valid and binding written agreement between Contractor(s) and
such Authorized Persons, or amending any written agreements to provide same.
Exhibit F
Page 7 of 8
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
Contractor(s) 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
Contractor(s) 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. Contractor(s) 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, Contractor(s) 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. Contractor(s) shall not retain any copy of any
Personal Information after returning or disposing of Personal Information as required by this
section 6. Contractor(s)'s obligations under this section 6 survive the termination of this
Agreement and apply to all Personal Information that Contractor(s) retains if return or disposal is
not feasible and to all Personal Information that Contractor(s) may later discover.
7. Equitable Relief. Contractor(s) 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. Contractor(s) 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 Contractor(s)'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 Contractor(s)'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 Contractor(s) 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 F
Page 8 of 8
9. Survival. The respective rights and obligations of Contractor(s) 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 Contractor(s) 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 Contractor(s)'s (or any Authorized Person's) possession or control,
or Use by Contractor(s) (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 G
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 G
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 H
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 H
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 H
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 I
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 1
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)