HomeMy WebLinkAboutAgreement A-19-200 with Locum Tenens Psychiatrist Services.pdf1
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MASTER AGREEMENT
THIS AGREEMENT is made and entered into this _ ...... Z-th.___
Agreement NO. 19-200
day of _--'-M'""a""'y ___ _
3 2019, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
4 hereinafter referred to as "COUNTY", and individually, each provider listed in Exhibit A, attached to
5 this Agreement and by this reference incorporated herein, collectively hereinafter referred to as
6 "CONTRACTORS" and such additional Contractors as may, from time to time during the term of this
7 Agreement, be added by COUNTY.
8 W IT N E S S E T H:
9 WHEREAS, COUNTY through its Department of Behavioral Health (DBH) has a need for
10 licensed psychiatrists in order to provide psychiatric services to patients/clients, as well as ooditional
11 services as stated herein, and
12 WHEREAS, CONTRACTORS are able and willing to source, screen, present, and coordinate
13 certain logistics for locum tenens psychiatrists needed by COUNTY.
14 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
15 hereto agree as follows:
16 1. OBLIGATIONS OF THE CONTRACTORS
1 7 CONTRACTORS agree to provide the services described in this Agreement a5 well as
18 those services listed in Exhibit G , attached hereto and incorporated by reference herein.
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A. Prior to arranging for locum tenens psychiatrist(s) to provide psychiatric
services, CONTRACTORS shall, for all locum tenens psychiatrists presented by CONTRACTOR, use
commercially reasonable efforts to present credentials, screen the candidates, complete background
checks, obtain curriculum vitaes, and obtain reasonable evidence of licensure of locum tenens
providers and provide such information to COUNTY. CONTRACTORS agree to use commercially
reasonable efforts to present locum tenens psychiatrist(s) who, to the best of CONTRACTOR's
knowledge, are licensed to practice in the State of California, specializing in Adult psychiatry, and
who are not debarred, excluded or suspended by any local, State or Federal regulatory agency from
practicing. COUNTY'S Director, Department of Behavioral Health or designee shall determine if such
presented locum tenens psychiatrists are acceptable.
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B.When requested by COUNTY, CONTRACTORS shall present
locum tenens psychiatrists who shall be required to perform medication review and new client
assessments for inpatient and outpatient programs within the DBH during mutually agreed upon hours.
In addition to services provided by locum tenens psychiatrists during the hours of 8:00am to 5:00pm
Monday through Sunday (forty hours maximum), CONTRACTORS may also arrange for locum
tenens psychiatrists to provide services on an overtime basis, to cover on-call duty and other
extraordinary hours of service deemed necessary by COUNTY'S Director, Department of Behavioral
Health or designee. COUNTY shall compensate CONTRACTORS for such services pursuant to
Section 5 of this Agreement.
C.COUNTY reserves the right to reject any psychiatrist referred by
CONTRACTORS. If COUNTY'S Director, Department of Behavioral Health or designee, is not
satisfied with any psychiatrist whose services are arranged by CONTRACTORS, COUNTY'S
Director, Department of Behavioral Health or designee reserves the right to request the locum tenens
psychiatrist(s)' removal within seven (7) days of the initial placement. CONTRACTORS agree that
they will make their best effort to present COUNTY with a replacement locum tenens psychiatrist(s)
within twenty (20) days of removal of the original locum tenens psychiatrist. Both COUNTY and
CONTRACTORS will not remove psychiatrist(s) from assignments for illegal reasons, including but
not limited to discrimination based on race or gender. COUNTY will reimburse CONTRACTORS for
actual services provided by a locum tenens psychiatrist through the date of his/her removal pursuant to
Section 5 of this Agreement.
D.CONTRACTORS agree to provide and pay for the following:
community.
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3.
Compensation for the psychiatrist(s) directly.
Arrangement of transportation for the psychiatrist(s) within the
Arrangement ofreasonable living accommodations for the psychiatrist(s)
outside of the COUNTY work facility.
4.
to the COUNTY of Fresno.
Arrangement of one-time round-trip transportation for the psychiatrist(s)
- 2 -COUNTY OF FRESNO
Fresno, CA
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2 E.CONTRACTORS approve COUNTY to retain income generated by services
3 provided by locum tenens psychiatrists pursuant to this Agreement. COUNTY will bill Medi-Cal, or
4 any other third-party source, for services provided by locum tenens psychiatrists to DBH clients. Such
5 revenues generated through patient services billing shall be retained by the COUNTY.
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F.COUNTY does not guarantee any minimum number of psychiatrists that will be
requested through CONTRACTORS in any twelve (12) month period. Requests for services will
solely be based on COUNTY'S need.
G.CONTRACTORS agree that the services of locum tenens psychiatrists to the
1 O COUNTY are on an as-needed basis. COUNTY shall notify CONTRACTORS via email when the
11 COUNTY desires to release a locum tenens psychiatrist due to services not being needed or for any
12 other reason. This notification shall be thirty (30) days in advance of the release date unless such
13 notification is waived by the CONTRACTORS.
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2.OBLIGATIONS OF THE COUNTY
A.COUNTY shall provide a reasonable office space, including a computer and
16 telephone to each psychiatrist to enable the locum tenens psychiatrists to provide psychiatric services.
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B.COUNTY shall provide clerical staff to schedule appointments for the locum
ten ens psychiatrist( s ).
C.COUNTY is only obligated to make payment to CONTRACTORS when the
2 O locum tenens psychiatrist actually works at any designated DBH facility. DBH shall reimburse
21 CONTRACTORS for actual hours worked by the locum tenens psychiatrist at the agreed upon rate
22 listed by CONTRACTOR in Exhibit B.
23 D.In order to fill any psychiatrists vacancy based on urgency of COUNTY'S need,
2 4 psychiatrist availability, and other factors advantageous to the COUNTY (such factors including, but
2 5 no limited to, cost), COUNTY solely reserves the right to select a locum tenens psychiatrist from any
2 6 CONTRACTORS listed in Exhibit A, attached hereto.
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E.COUNTY will bill Medi-Cal, or other third-party source, for services provided
by locum tenens psychiatrists to DBH clients.
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3.TERM
This agreement shall become effective upon execution through and including the 30th
day of June, 2021. This Agreement may be extended for two (2) additional consecutive twelve (12)
month periods upon written approval of COUNTY and CONTRACTORS no later than thirty (30)
days prior to the first day of the next twelve (12) month extension period. The DBH Director or her or
her designee is authorized to execute such written approval on behalf of COUNTY based on
CONTRACTORS' satisfactory performance.
4.TERMINATION
A.Non-Allocation of Funds -The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving the CONTRACTORS thirty (30) days advance written noti ce.
B.Breach of Contract -The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to COUNTY;
4)Improperly performed service by CONTRACTORS.
In no event shall any payment by the COUNTY constitute a waiver by the
COUNTY of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTORS. Neither shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of the
CONTRACTORS the repayment to the COUNTY of any funds disbursed to the CONTRACTORS
under this Agreement, which in the judgment of the COUNTY were not expended in accordance with
the terms of this Agreement. The CONTRACTORS shall promptly refund any such funds upon
demand or, at the COUNTY's option, such repayment shall be deducted from future payments owing
to CONTRACTORS under this Agreement.
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C.Without Cause -Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTORS or COUNTY upon the giving of thirty (30) days
advance written notice of an intention to terminate.
5.COMPENSATION
5 COUNTY agrees to pay CONTRACTORS and CONTRACTORS agree to
6 receive compensation in accordance with the rates set forth within CONTRACTORS' respective Rate
7 Sheet, attached hereto as Exhibit B and incorporated herein by this reference. The daily all inclusive
8 rate shall be prorated on a Fifteen (15) minute basis in the event the locum tenens psychiatrist does not
9 provide the full eight hours of service each day to the Department. In addition, overtime, on-call duty,
1 O and mutually agreed upon extraordinary hourly rates indicated within each CONTRACTORS'
11 respective Rate Sheet shall also be prorated on a Fifteen (15) minute basis in the event the psychiatrist
12 does not provide full hours of service. COUNTY shall only pay for actual hours worked by referred
13 psychiatrists. COUNTY shall not pay CONTRACTORS when their locum tenens psychiatrist(s) takes
14 time off for vacation, sick leave, or in the event the locum tenens psychiatrist(s) works during any
15 unauthorized time. Further, in the event that the locum tenens psychiatrist(s) leaves incomplete
16 documentation , COUNTY may withhold signature on the locum tenens psychiatrist's time sheet until
1 7 such documentation is completed, provided that COUNTY has trained the locum tenens psyc hiatrist
18 on COUNTY's medical records system, COUNTY has provided locum tenens psychiatrist with ample
19 time during each shift to complete necessary documentation, and COUNTY provides CONTRACTOR
2 0 with at least two weeks' written notice of such incomplete documentation and COUNTY'S intent to
21 withhold signature, COUNTY shall inform CONTRACTOR a reasonable time prior to the end of the
22 locum tenens psychiatrist's assignment of any incomplete patient charts so that CONTRACTOR has
2 3 the opportunity to resolve the issue prior to the locum tenens psychiatrist's departure.
2 4 COUNTY agrees that the rates for individual locum tenens psychiatrist may be renegotiated
2 5 with the CONTRACTOR at any given time for each twelve (12) month term of the Agreement. These
2 6 rates shall be mutually agreed upon between the COUNTY and the CONTRACTORS in writing, and
2 7 such written agreement shall immediately become part of this Agreement, replacing Exhibit B for such
28 CONTRACTOR. The COUNTY or Director, Department of Behavioral health shall approve such
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1 changes to rates based on CONTRACTORS written request and justification. Any such renegotiated
2 rates shall not exceed the contract maximums expressed below.
3 For the period of January 1, 2018, through June 30, 2018, the maximum compensation
4 under the terms of this A greement for all CONTRACTORS total shall not exceed Two Million, Five
5 Hundred Thousand and No/100 Dollars ($2,500,000.00).
6 The maximum amount for the period of July 1, 2018 through June 30, 2019 shall not
7 exceed Seven Million and No/I 00 Dollars ($7,000,000.00).
8 The maximum amount for the period of July 1, 2019 through June 30, 2020 shall not
9 exceed Seven Million and No/100 Dollars ($7,000,000.00).
1 O The maximum amount for the period of July 1, 2020 through June 30, 2021 shall not
11 exceed Seven Million and No/I 00 Dollars ($7,000,000.00).
12 The maximum amount for the period of July 1, 2021 through June 30, 2022 shall not
13 exceed Seven Million and No/100 Dollars ($7,000,000.00).
14 The maximum amount for the period of July 1, 2022 through June 30, 2023 shall not
15 exceed Seven Million and No/100 Dollars ($7,000,000.00).
16 In no event shall the maximum contract amount for the services provided by the
17 CONTRACTOR to COUNTY under the terms and conditions of this Agreement be in excess ofThirty-
18 Seven Million, Five Hundred Thousand and No/100 Dollars ($37,500,000.00) during the total term of
19 the Agreement.
2 0 It is understood that all expenses incidental to CONTRACTORS' performance of
21 services under this Agreement shall be borne by CONTRACTOR. Payments by COUNTY shall be in
2 2 arrears, for services provided during the preceding month, within forty-five ( 45) days after receipt and
2 3 verification of CONTRACTORS invoices by COUNTY. If CONTRACTORS should fail to comply
2 4 with any provision of this Agreement, COUNTY shall be relieved of its obligation for further
2 5 compensation.
2 6 COUNTY agrees to pay and CONTRACTOR agrees to accept the compensation for a
2 7 successful Psychiatrist placement at rates specified within each CONTRACTOR(S) rate sheet, Exhibit
2 8 B.COUNTY agrees to pay CONTRACTOR for a Psychiatrist who is referred by CONTRACTOR
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and is hired and placed as a permanent staff psychiatrist by the COUNTY.
6.INVOICING
For all services provided under this Agreement, CONTRACTORS shall invoice
COUNTY on a monthly basis, for the prior month's expenses, addressed to: Fresno County
Department of Behavioral Health, Accounts Payable, P.O. Box 45003, Fresno, CA 93718, Attention:
Business Office or CONTRACTORS may submit invoicing electronically tocD:::::B =H=-=--------_./
Invoices@co.fresno.ca.us. Invoice shall include dates and hours services were provided and shall be
accompanied by a signed timecard from the psychiatrist showing dates and hours worked and is
verified and signed off by the DBH's Medical Director.
7.INDEPENDENT CONTRACTOR
11 In performance of the work, duties, and obligations assumed by CONTRACTORS under
12 this Agreement, it is mutually understood and agreed that CONTRACTORS including any and all of
13 CONTRACTORS' officers, agents, and employees will at all times be acting and performing as
14 independent contractors, and shall act in an independent capacity and not as an officer, agent, servant,
15 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have
16 no right to control or supervise or direct the manner or method by which CONTRACTORS shall
1 7 perform their work and function. However, COUNTY shall retain the right to administer this
18 Agreement so as to verify that CONTRACTORS are performing their obligations in accordance with
19 the terms and conditions thereof. CONTRACTORS and COUNTY shall comply with all applicable
2 O provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
21 over matters which are directly or indirectly the subject of this Agreement.
22 Because of their status as independent contractors, CONTRACTORS shall have
2 3 absolutely no right to employment rights and benefits available to COUNTY employees.
2 4 CONTRACTORS shall be solely liable and responsible for providing to, or on behalf of, their
2 5 employees all legally-required employee benefits. In addition, CONTRACTORS shall be solely
2 6 responsible and save COUNTY harmless from all matters relating to payment of CONTRACTORS
2 7 employees, including compliance with Social Security, withholding, and all other regulations
28 governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTORS
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may be providing services to others unrelated to the COUNTY or to this Agreement.
8.MODIFICATION
A.Any matters of this Agreement may be modified from time to time by the written
consent of COUNTY and CONTRACTORS without, in any way, affecting the remainder.
B.Notwithstanding the above, changes to the providers listed in Exhibit A may be
6 made in accordance with Paragraph Sixteen (16) of this Agreement.
7 C.In addition, changes to the rates identified in each CONTRACTOR'S res pective
8 Exhibit B ("Rates") may be made in accordance with Paragraph Five (5) ofthis Agreement. The rate
9 changes shall not result in any changes to the maximum compensation amount payable to
1 O CONTRACTORS.
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9.NON-ASSIGNMENT
No party shall assign, transfer or subcontract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
10. HOLD-HARMLESS
CONTRACTORS agree to indemnify, save, hold harmless, and at COUNTY's request,
defend the COUNTY, its officers, agents and employees from any and all costs and expenses,
including attorney's fees and court costs, damages, liabilities, claims and losses occurring or resulting
to COUNTY arising from the performance, or failure to perform, of CONTRACTORS, their officers,
agents or employees under this Agreement, and from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
of CONTRACTORS, their officers, agents or employees under this Agreement. In addition,
CONTRACTORS agree to indemnify COUNTY for Federal, State of California and/or local audit
exceptions resulting from CONTRACTORS' OWN noncompliance herein.
11.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTORS
or any third parties, each CONTRACTOR, at its sole expense, shall maintain in full force and effect
the following insurance policies throughout the term of this Agreement:
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A.
B.
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D.
E.
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 shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of One Million Dollars ($1,000,000). Coverage should
include owned and non-owned vehicles used in connection with this Agreement.
Professional Liability
If CONTRACTORS employ or engage licensed professional staff (e.g. MD,
Ph.D., R.N., L.C.S.W., M.F.T.) in provide temporary medical services for
County, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual
aggregate. CONTRACTORS shall maintain in full force and effect the policy of
Professional Liability for a period of not less than three (3) years from the
termination date of this Agreement.
Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
Molestation
Sexual abuse / molestation liability insurance with lim its of not less than One Million
Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual
aggregate. This policy shall be issued on a per occurrence basis.
CONTRACTORS shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
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All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
of A FSC VII or better.
12.CONFIDENTIALITY
5 All services performed by CONTRACTORS under this Agreement shall be in strict
6 conformance with all applicable Federal, State of California and/or local laws and regulations relating
7 to confidentiality.
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13.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A.The parties to this Agreement shall be in strict conformance with all applicable
1 O Federal and State of California laws and regulations, which may include but shall not be limited to
11 Sections 5328, 10850, and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and
12 431.300 et seq. of Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the Califo rnia
13 Civil Code, and the Health Insurance Portability and Accountability Act (HIP AA), including but not
14 limited to Section 1320 D et seq. of Title 42, United States Code (USC) and its implementing
15 regulations, including, but not limited to Title 45, CFR, Sections 142, 160, 162, and 164, The Health
16 Information Technology for Economic and Clinical Health Act (HITECH) regarding the
1 7 confidentiality and security of patient information, and the Genetic Information Nondiscrimination
18 Act (GINA) of2008 regarding the confidentiality of genetic information.
19 Except as otherwise provided in this Agreement, CONTRACTOR, if determined
2 0 by the parties to be a Business Associate of COUNTY, may use or disclose Protected Health
21 Information (PHI) to perform functions, activities or services for or on behalf of COUNTY, as
2 2 specified in this Agreement, provided that such use or disclosure shall not violate the Health Insurance
23 Portability and Accountability Act (HIP AA), USC 1320d et seq. The uses and disclosures of PHI may
2 4 not be more expansive than those applicable to COUNTY, as the "Covered Entity" under the HIP AA
2 5 Privacy Rule ( 45 CFR 164.500 et seq.), except as authorized for management, administrative or legal
2 6 responsibilities of the Business Associate.
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B.CONTRACTOR, including its subcontractors and employees, shall prot ect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
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information, concerning persons receiving services pursuant to this Agreement, except where
permitted in order to carry out data aggregation purposes for health 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 per sons
receiving services pursuant to a COUNTY funded program. This requirement applies to electronic
PHI. CONTRACTOR shall not use such identifying information or genetic information for any
purpose other than carrying out CONTRACTOR's obligations under this Agreement.
C.CONTRACTOR, including its subcontractors and employees, shall not disclose
any such identifying information or genetic information to any person or entity, except as otherwise
specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI
that is permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable
efforts to limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or
request.
D.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 photograph.
E.For purposes of the above sections, genetic information shall include genetic
tests of family members of an individual or individual, manifestation of disease or disorder of family
members of an individual, or any request for or receipt of, genetic services by individual or family
members. Family member means a dependent or any person who is first, second, third, or fourth
degree relative.
F.CONTRACTOR shall provide access, at the request of COUNTY, and in the
time and manner designated by COUNTY, to PHI in CONTRACTOR's possession 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 Section 164.524 regarding access by individuals to their PHI. With
respect to individual requests, access shall be provided within thirty (30) days from request. Access
may be extended if CONTRACTOR cannot provide access and provides individual with the reasons
for the delay and the date when access may be granted. PHI shall be provided in the form and format
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requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set
in CONTRACTOR's possession at the request of COUNTY or individual, and in the time and manner
designated by COUNTY in accordance with 45 CFR Section 164.526.
CONTRACTOR 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.
G.CONTRACTOR shall report to COUNTY, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident,
or breach of unsecured PHI not permitted by this Agreement of which 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
COUNTY's DPH HIP AA Representative, within two (2) business days of discovery. The notification
shall include, to the extent possible, the identification of each individual whose unsecured PHI has
been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached.
CONTRACTOR shall take prompt corrective action to cure any deficiencies and any action pertaining
to such unauthorized disclosure required by applicable Federal and State Laws and regulations.
CONTRACTOR 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 COUNTY's DPH HIPAA Representative. This written investigation and description of any
reporting necessary shall be postmarked within the thirty (30) working days of the discovery of the
breach to the addresses below:
County of Fresno
Dept. of Public Health
HIP AA Representative
(559)600-6439
P.O. Box 11867
Fresno, CA 93775
County of Fresno
Dept. of Public Health
Privacy Officer
(559)600-6405
P.O. Box 11867
Fresno, CA 93775
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County of Fresno
Information Technology Services
Information Security Officer
(559)600-5800
2048 N. Fine Street
Fresno, CA 93727
COUN'IY OF FRESNO
Fresno, CA
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H.CONTRACTOR shall make its internal practices, books, and records re lating to
the use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR
on behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including, but not limited to the
requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its
internal practices, books, and records relating to the use and disclosure of PHI received from
COUNTY, or created or received by the CONTRACTOR on behalf of COUNTY, available to the
United States Department of Health and Human Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the
CONTRACTOR's normal business hours, however, upon exigent circumstances access at any time
must be granted. Upon the Secretary's compliance or investigation review, if PHI is unavailable to
CONTRACTOR and in possession of a Subcontractor, it must certify efforts to obtain the information
to the Secretary.
I.Safeguards
15 CONTRACTOR shall implement administrative, physical, and technical
16 safeguards as required by the HIP AA Security Rule, Subpart C of 45 CFR 164, that reasonably and
1 7 appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI,
18 that it creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized
19 access, viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
20 CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks and
21 vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall
2 2 develop and maintain a written information privacy and security program that includes administrative,
2 3 technical and physical safeguards appropriate to the size and complexity of CONTRACTOR's
2 4 operations and the nature and scope of its activities. Upon COUNTY' s request, CONTRACTOR shall
2 5 provide COUNTY with information concerning such safeguards.
2 6 CONTRACTOR shall implement strong access controls and other security
2 7 safeguards and precautions in order to restrict logical and physical access to confidential, per sonal
28 (e.g., PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include
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the following administrative and technical password controls for all systems used to process or store
confidential, personal, or sensitive data:
1.Passwords must not be:
a.Shared or written down where they are accessible or recognizable
by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
2.
b.
C.
A dictionary word; or
Stored in clear text
Passwords must be:
a.
b.
C.
d.
Eight (8) characters or more in length;
Changed every ninety (90) days;
Changed immediately if revealed or compromised; and
Composed of characters from at least three (3) of the following
four ( 4) groups from the standard keyboard:
1)
2)
3)
4)
Upper case letters (A-Z);
Lowercase letters (a-z);
Arabic numerals (0 through 9); and
Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each
workstation or portable computing device ( e.g., laptop computer) containing confidential,
personal, or sensitive data:
Network-based firewall and/or personal firewall;
Continuously updated anti-virus software; and
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3.Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all PHI stored on portable electronic media (including, but not
limited to, compact disks and thumb drives) and on portable computing devices (including, but not
limited to, laptop and notebook computers).
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CONTRACTOR shall not transmit PHI via e-mail or other internet transport
protocol unless the data is encrypted by a solution that has been validated by the National Institute of
Standards and Technology (NIST) as conforming to the Advanced Encryption Standard (AES)
Algorithm. CONTRACTOR must apply appropriate sanctions against its employees who fail to comply with
these safeguards. CONTRACTOR must adopt procedures for terminating access to PHI when employment of
employee ends.
J.Mitigation of Harmful Effects
8 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that
9 is suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or
10 breach of PHI by CONTRACTOR or its subcontractors in violation of the requirements of the se
11 prov1s10ns. CONTRACTOR must document suspected or known harmful effects and the outcome.
12 K.CONTRACTOR's Subcontractors
13 CONTRACTOR shall require that any of its contractors, including
14 subcontractors, if applicable, to whom CONTRACTOR provides PHI received from or created or
15 received by CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and
16 conditions that apply to CONTRACTOR with respect to such PHI and to incorporate, when
1 7 applicable, the relevant provisions of these provisions into each subcontract or sub-award to such
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L.Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance
with the requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
employees who intentionally violate any provisions of these provisions, including termination of
employment.
M.Termination for Cause
Upon COUNTY's knowledge of a material breach of these provisions by
CONTRACTOR, COUNTY shall either:
1.Provide an opportunity for CONTRACTOR to cure the breach or end the
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violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the
violation within the time specified by COUNTY; or
2.Immediately terminate this Agreement if CONTRACTOR has breached a
material term of these provisions and cure is not possible.
3.If neither cure nor termination is feasible, the COUNTY's Privacy
Officer shall report the violation to the Secretary of the U.S. Department of Health and Human
Services.
N.Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a
criminal proceeding for a violation of the HIP AA Privacy or Security Laws or the HITECH Act; or (2)
a finding or stipulation that the CONTRACTOR has violated a privacy or security standard or
requirement of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil
proceeding in which the CONTRACTOR is a party.
0. Effect of Termination
Upon termination or expiration of this Agreement for any reason,
CONTRACTOR shall return or destroy all PHI received from COUNTY ( or created or received by
CONTRACTOR on behalf of COUNTY) that CONTRACTOR 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. If
CONTRACTOR destroys the PHI data, a certification of date and time of destruction shall be
provided to the COUNTY by CONTRACTOR.
P.Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR with these provisions, the HITECH Act, HIP AA or the HIP AA regulations will be
adequate or satisfactory for CONTRACTOR's own purposes or that any information in
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secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
Q.Amendment
5 The parties acknowledge that Federal and State laws relating to electronic data
6 security and privacy are rapidly evolving and that amendment of these provisions may be required to
7 provide for procedures to ensure compliance with such developments. The parties specifically agree
8 to take such action as is necessary to amend this agreement in order to implement the standards and
9 requirements of HIP AA, the HIP AA regulations, the HITECH Act and other applicable laws relating
10 to the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days
11 written notice in the event that CONTRACTOR does not enter into an amendment providing
12 assurances regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to
13 satisfy the standards and requirements of HIP AA, the HIP AA regulations and the HITECH Act.
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R.No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
liabilities whatsoever.
S.Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIP AA, the HIP AA 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 HIP AA and the HIP AA regulations.
T.Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIP AA regulations means the section as in effect or as amended.
U.Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
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shall survive the termination or expiration of this Agreement.
V.No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any
one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
or shall prohibit enforcement of any obligation on any other occasion.
14.NON-DISCRIMINATION
During the performance of this Agreement CONTRACTORS shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, bec ause of
race, religion, color, national origin, ancestry, physical disability, medical condition, marital status,
age or gender, pursuant to all applicable State of California and Federal statutes and regulations.
15.SEPARATE AGREEMENT
It is mutually understood by the parties that this Agreement does not, in any way, create
a joint venture among the individual CONTRACTORS. By execution of the Agreement, the
CONTRACTORS understand that a separate Agreement is formed between each individual
CONTRACTOR and COUNTY.
16.ADDITIONS/DELETIONS OF CONTRACTORS
COUNTY's DBH Director, or designee, reserves the right at any time during the term of
this Agreement to add new CONTRACTORS to those contained in Exhibit A. It is understood any
such additions will not affect compensation paid to the other CONTRACTORS, and therefore such
additions may be made by COUNTY without notice to or approval of other CONTRACTORS under
this Agreement.
17.PROHIBITION ON PUBLICITY
2 4 None of the funds, materials, property or services provided directly or indirectly under
25 this agreement shall be used for CONTRACTORS' advertising, fundraising, or publicity (i.e.
2 6 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
2 7 Notwithstanding the above, publicity of the services about the availability of such specific se rvices
28 when approved in advance by COUNTY's DBH Director or designee and at a cost to be provided in a
-19 -COUN'IY OF FRESNO
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1 revised Exhibit B for such items as written/printed materials, the use of media (i.e. radio, television,
2 newspapers) and any other related expenses(s).
3 18.COMPLIANCE
4 CONTRACTORS agree to comply with the COUNTY's Contractor Code of Conduct
5 and Ethics and the COUNTY's Compliance Program in accordance with Exhibit C, attached hereto
6 and incorporated herein by reference, to extent applicable to CONTRACTORS' services. Within thirty
7 (30)days of starting work at the Department of Behavioral Health, locum tenens psychiatrists
8 providing services shall be required to certify in writing, that he or she has received, read, understood,
9 and shall abide by the Contractor Code of Conduct and Ethics by completing "Contractor
1 O Acknowledgement and Agreement", identified in Exhibit D, attached hereto and by this reference
11 incorporated herein. CONTRACTORS understand that the promotion of and adherence to the Code of
12 Conduct is an element in evaluating the performance of CONTRACTORS and its employees, agents
13 and subcontractors.
14 Within thirty (30) days of entering into this Agreement, and annually thereafter, all locum
15 tenens psychiatrists providing services under this Agreement shall be required to complete general
16 compliance training as supplied by COUNTY and appropriate employees, agents and subcontr actors,
17 if applicable to CONTRACTOR's services, and locum tenens psychiatrists shall be required to
18 complete documentation and billing or billing/reimbursement training. As applicable, new agents and
19 subcontractors, or locum tenens psychiatrists, shall be required to attend the appropriate training
2 O within 30 days of starting work at the Department of Behavioral Health. Each individual who is
21 required to attend training shall be required to certify in writing that he or she has received the
2 2 required training. The certification shall specify the type of training received and the date received.
2 3 The certification shall be provided to the COUNTY' s Compliance Officer at 314 7 N. Millbrook,
2 4 Fresno, CA 93703. CONTRACTORS agree to reimburse COUNTY for the entire cost of any penalty
25 imposed upon COUNTY by the Federal Government as a result of CONTRACTORS' violation of the
2 6 terms of this Agreement.
19.ASSURANCES27
28 In entering into this Agreement, CONTRACTORS certify that CONTRACTORS are
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not currently excluded, suspended, debarred, or otherwise ineligible to participate in the Federa l
Health Care Programs: that it has not been convicted of a criminal offense related to the provis ion of
health care items or services; nor has it been reinstated to participation in the Federal Health Care
Programs after a period of exclusion, suspension, debarment, or ineligibility. If COUNTY learns,
subsequent to entering into a contract, that CONTRACTORS' or locum tenens psychiatrist whose
services are coordinated through CONTRACTOR is ineligible on these grounds, COUNTY will
remove CONTRACTORS from responsibility for, or involvement with, COUNTY's business
operations related to the Federal Health Care Programs and shall remove such a locum tenens
psychiatrist referred by the CONTRACTORS from any position in which CONTRACTORS' salary,
or the items or services rendered, ordered or prescribed by CONTRACTORS, if applicable, or such
locum tenens psychiatrist may be paid in whole or part, directly or indirectly, by Federal Heal th Care
Programs or otherwise with Federal Funds at least until such time as CONTRACTORS or the locum
tenens psychiatrist is are reinstated into participation in the Federal Health Care Programs.
A.If COUNTY has notice that a locum tenens psychiatrist whose services are
15 coordinated through CONTRACTOR has been charged with a criminal offense related to any Federal
16 Health Care Program, or is proposed for exclusion during their provision of services to COUNTY,
1 7 COUNTY may request that CONTRACTORS cease providing services until resolution of the charges
18 or the proposed exclusion.
19 B.CONTRACTORS agree that all potential new employees or subcontractors of
2 0 the CONTRACTORS who, in each case, are expected to perform professional services under this
21 Agreement, or any locum tenens psychiatrist presented to COUNTY, will be queried as to whether ( 1)
2 2 they are now or ever have been excluded, suspended, debarred, or otherwise ineligible to participate in
2 3 the Federal Health Care Programs; (2) they have been convicted of a criminal offense related to the
2 4 provision of health care items or services; and or (3) they have been reinstated to participation in the
2 5 Federal Health Care Programs after a period of exclusion, suspension, debarment, or ineligibility.
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1.In the event the potential locum tenens psychiatrist, employee or
subcontractor informs CONTRACTORS that he or she is excluded, suspended, debarred or otherwise
ineligible, or has been convicted of a criminal offense relating to the provision of health care services,
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and CONTRACTORS hires or engages such potential locum tenens psychiatrist, employee or
subcontractor, CONTRACTORS will require that said locum tenens psychiatrist, employee or
subcontractor does no work, either directly or indirectly relating to services provided to COUNTY.
2.Notwithstanding the above, COUNTY at its discretion may
terminate this Agreement in accordance with Section Three (3) of this Agreement, or require
reasonable adequate assurance that no excluded, suspended or otherwise ineligible locum tenens
psychiatrist, employee or subcontractor of CONTRACTORS will perform work, either directly or
indirectly, relating to services provided to COUNTY. Such demand for adequate assurance shall be
effective upon a reasonable time frame to be determined by COUNTY to protect the interests of
COUNTY consumers.
C.CONTRACTORS shall verify to the best of its ability (by asking the applicable
employees and subcontractors) that all current employees and existing subcontractors who, in each
case, are expected to perform professional services under this Agreement (1) are not currently
excluded, suspended, debarred, or otherwise ineligible to participate in the Federal Health Care
Programs; (2) have not been convicted of a criminal offense related to the provision of health care
items or services; and (3) have not been reinstated to participation in the Federal Health Care Program
after a period of exclusion, suspension, debarment, or ineligibility. In the event any existing employee
or subcontractor informs CONTRACTORS that he or she is excluded, suspended, debarred or
otherwise ineligible to participate in the Federal Health Care Programs, or has been convicted of a
criminal offense relating to the provision of health care services, CONTRACTORS will not permit
said employee or subcontractor to perform work, either direct or indirect, relating to services provided
to COUNTY.
D.CONTRACTORS agree to reasonable cooperate with any reasonable requests for
information from COUNTY which may be necessary to complete any internal or external audits
relating to CONTRACTORS' compliance with the provisions of this Section.
E.CONTRACTORS agree to reimburse COUNTY for the entire cost of any
penalty imposed upon COUNTY by the Federal Government solely as a result of CONTRACTORS'
violation of CONTRACTORS' obligations as described in this Section.
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20.CONFLICT OF INTEREST
No officer, agent, or employee of the COUNTY who exercises any function or
responsibility for planning and carrying out the services provided under this Agreement shall have any
direct or indirect personal financial interest in this Agreement. The CONTRACTORS shall comply
with all applicable Federal, State of California, and local conflict of interest laws, statutes, and
regulations, which
shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or
employee of the COUNTY.
21.REFERENCE TO LAWS AND RULES
CONTRACTORS shall maintain in full force and effect and comply with any and all
applicable licensing, local zoning, and State of California fire and safety ordinances and regulations.
22.COMPLIANCE WITH STATE REQUIREMENTS
CONTRACTORS recognize that COUNTY operates its Department of Adult Services
under an agreement with the State of California Department of Mental Health, and that under said
agreement the State imposes certain requirements on the COUNTY and its subcontractors.
CONTRACTORS shall adhere to all State of California requirements as applicable to
CONTRACTOR's services, which may include, those identified in Exhibit E, attached hereto and by
this reference incorporated herein.
23.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTORS are operating as a cor poration (a
for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTORS
changes its status to operate as a corporation.
Members of the CONTRACTORS' Board of Directors shall disclose any sel f-dealing
transactions that they are a party to while CONTRACTORS are providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTORS
are a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form as identified in Exhibit F, attached hereto and by
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this reference incorporated herein, and submitting it to the COUNTY prior to commencing with the self
dealing transaction or immediately thereafter.
24.AUDITS AND INSPECTIONS
The CONTRACTORS shall at any time during business hours, and as often as the
COUNTY may deem necessary, make available to the COUNTY for examination all of their records
and data directly related to the matters covered by this Agreement. The CONTRACTORS shall, upon
request by the COUNTY, permit the COUNTY to audit and inspect all such records and data
necessary to ensure CONTRACTORS' compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and Noll 00 Dollars ($10,000.00),
CONTRACTORS shall be subject to the examination and audit of the State Auditor General for a
period of three (3) years after final payment under contract (California Government Code se ction
8546.7).
25.SINGLE AUDIT CLAUSE
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars
($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to
conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth
in Office of Management and Budget (0MB) Circular A-133. CONTRACTOR shall submit said
audit and management letter to COUNTY. The audit must include a statement of findings or a
statement that there were no findings. If there were negative findings, CONTRACTOR must include a
corrective action plan signed by an authorized individual. CONTRACTOR agrees to take action to
correct any material non-compliance or weakness found as a result of such audit. Such audit shall be
delivered to COUNTY's DBH Business Office, for review within nine (9) months of the end of any
fiscal year in which funds were expended and/or received for the program. Failure to perform the
requisite audit functions as required by this Agreement may result in COUNTY performing the
necessary audit tasks, or at COUNTY's option, contracting with a public accountant to perform said
audit, or, may result in the inability of COUNTY to enter into future agreements with
CONTRACTOR. All audit costs related to this Agreement are the sole responsibility of
CONTRACTOR.
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B.A single audit report is not applicable if CONTRACTOR's Federal contracts do
not exceed the Seven Hundred Fifty Thousand Dollars ($750,000.00) requirement or
CONTRACTOR's only funding is through Drug related Medi-Cal. If a single audit is not applicable,
a program audit must be performed and a program audit report with management letter shall be
submitted by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR's
solvency. Said audit report shall be delivered to COUNTY's DBH Business Office, for review no
later than nine (9) months after the close of the fiscal year in which the funds supplied through this
Agreement are expended. Failure to comply with this Act may result in COUNTY performing the
necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs
related to this Agreement are the sole responsibility of CONTRACTOR who agrees to take corrective
action to eliminate any material noncompliance or weakness found as a result of such audit. Audit
work performed by COUNTY under this paragraph shall be billed to the CONTRACTOR at
COUNTY cost, as determined by COUNTY' s Auditor-Controller/Treasurer-Tax Collector.
C.CONTRACTOR shall make available all records and accounts for inspection by
15 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the
16 Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a
1 7 period of at least three (3) years following final payment under this Agreement or the closure of all
18 other pending matters, whichever is later.
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26.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY
Director, Fresno County
Department of Behavioral Health
4441 E. Kings Canyon Road
Fresno, CA 93702
CONTRACTORS
SEE EXHIBIT A
Any and all notices between the COUNTY and the CONTRACTORS provided for or
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permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
United States Mail, postage prepaid, addressed to such party.
27.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
28.SEVERABILITY
If any non-material term, provision, covenant, or condition of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
shall remain in full force and effect, and shall no way be affected, impaired or invalidated.
29.SUPERSEDE
This Agreement shall supersede in its entirety and render null and void the Agreement
between the parties for these same services identified as County Agreement No. 18-112, effective
upon execution.
30.ENTIRE AGREEMENT
This Agreement, including all Exhibits constitutes the entire agreement between the
CONTRACTORS and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
Ill
Ill
Ill
Ill
Ill
Ill
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- 26 -COUN'lY OF FRESNO
Fresno, CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as o f the day and year
2 first hereinabove written.
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A TTEST:
CONTRACTORS:
PLEASE SEE SIGNATURE
PAGES ATTACHED
Fund/Subclass: 000 l /10000
Organization: 56302999
56302175
56302246
Account/Program: 7295/0
COUNTY OF FRESNO
By :::?; 2 +:=>
Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fresno, State of California
- 2 7 -COUNTY OF f-RES N O
F rC$n O, C,\
1 Jackson & Coker Locum Tenens, Inc.
: By:_w_�_____;;.-.rta-�--A---
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Print Name: Dana Massey
Title: Division Vice President Chairman of Board, or President or any Vice President
9 Date: 04/16/2019
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Title: ':Jtvr � Secretary (ofCorppration), or any Assistant Secretary, or Chief Financial Officer or any Assistant Treasurer
Date: __ 4...:...11_'3 ..__/ '};()_1_'1 _____ _
Mailing Address: 3000 Old Alabama Road Suite 119-608 Alpharetta, GA 30022
Phone No.: 800-272-2707
- 1 -COUNTY OF FRESNO Fresno, CA
LOCUM TENENS PROVIDER LIST
Jackson & Coker Locum Tenens, Inc.
3000 Old Alabama Road, Suite 119-608
Alpharetta, GA 30022
Michael Baker
(866)999-8396
mbaker@jackson&coker.com
Exhibit A
Fresno Countv Mental Health compliance Program
f}ONTRACTOR CODE OF CONDUCT AND ETHICS
GxhibltC Pagc1 of I
Fresno County Is firmly committed to full compliance wilh all appllcable laws, regulations, rules and guldellnes that apply to !he provision and payment of menta l health services. Mental heallh contractors end lhe manner In which they conducl themselves are a vital part of this commitment.
Fresno County has established this Conlraclor Code of Conduct and Ethics wilh which contractor and ils employees and subcontractors shall comply. Contractor shall require Its employees and subcontractors to attend a compnance \raining lhal will be provided by Fresno County, After
completion of this training, each contractor, contractor's employee and subcontractor must sign the Contractor Acknowledgment and Agreement rorm and return lhls form to the Compliance Officer or deslgnee,
Contractor and Its emp1oyees and subcontractors shall:
1.Comply with au applicable laws, regulaUons, rules or guidelines when providing and billing formental health services.
2.Conduct themselves honestly, falrly, courteously and with a high degree of Integrity In theirprofessional dealings related to their contract with the County and avoid any conduct thatcould reasonably be expected to reflect adversely upon the Integrity of the County.
3.Treat County employees, oonsumers and other mental health contractors fairly and withrespecl.
4.NOT engage In any activity In violation of the County's Compliance Program, nor engage Inany other conduct which violates any appllcable law, regulation, rule or guideline.
5, Take precaullons to ensure that claims are prepared and submitted accurately, timely and are consistent with all appllcable laws, regulaUons, rule. or guidelines.
6.Ensure that no false, fraudulent, Inaccurate or nctltlous clalms for payment or reimbursementof any kind are submilled.
7.BUI only for eligible services actually rendered and fully documented. Use bllllng codes lhataccurately describe the services provided.·
8.Act promptly lo Investigate and correct problems If errors In claims or billings are discovered.
9.Promptly report to the Compliance Officer any suspected vlolatlon(s) of this Code or Conduct
and Ethics by County employees or other mental health contractors, or report any aclivily that they believe may violate the standards of the Compliance Program, or any other applicablelaw, regulation, rule or guideline. Fresno County prohiblls retaliation against any person
making a report. Any person engagin g in any form of retallatlon will be subject to dlsciplinaryor other appropriate action by the County, Contractor may report anonymously.
10.Consult with the Compliance Officer Ir you have any· questions or are uncertain ol any
Compliance Program standard or any other appllcable law, regulation, rule or guideline.
11.Immediately notify the Compliance Officer If they become or may become an Ineligible Person
and therefore excluded from partlclpaUon In the Federal health care programs.
Rev Elfei;: 7n4/05
0388 cdbh
Fresno countv Mental Health Program
Contractor Acknow(edgment and Agreement
Name
{ J LMFT
$1 gnat u re:
New Contr Adi ReYt ◄127/09
0388 d dbh
ST ATE MENTAL HEAL TH REQUIREMENTS
Exhibit E
Exhibit 1 of 2
I, CONTROL REQUIREMENTS
The COUNTY and its subcontractors shall provide serl'ices in accordance wirh all
applicable Federal nnd Stale st111u1cs alld rcaufadons.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by !he COUNTY Mcnlol Henlth
Progrnm (directly or llirough contracr) providing Short-Doyle/Medi-Cal services
have met 11pplicable professional liccn,ure requirements pursuanl to Business und
Professions and Welfare and lnstl!Ulions Codes.
J. CONFIDENTIALITY
4.
CONTRACTOR shall conform to nnd COt/NTY shall mouitoreompliance wilb
llll State of California and Federal slatu1es and regulations rea.irding
confidentiality, including but not limited to confldentiality of infonnatlon
tcquircmcnts at 42, Code of Federal Regulations sections 2.1 u1 seq; California
Welfare 11nd Institutions Code, sections 14100.2, 11977, 11812, 5328; Division
I 0.5 llJld I 0.6 of the California Health and Safety Code; Title 22, California Code
of Regulations, section 51009; and Oivislon I, Part2.6, Chap1ors 1-7 oflhe
California Civil Code.
NON-DJSCRlMlNATlQN
A. Eligiblljty for ServicM
CON'fRACTOR sball prepare and make available to COUNTY and to 1hc
public all eligibility requiremenls to participate In the program pion set
forth in the Agreement. No person shall, because of C(hnio group
identifico.llon, age, gender, color, disobillty, medico I condition, national
origin, race, ancestry, marllal status, religion, religious creed, polltlcal
belief or sexual prcfctence be excluded from partlcip111ion, be denied
benefits of, or be subject to discrimination under aJIY program or activity
receiving Fcdenil ot State of California assiSlance.
B. Etnoloyment Opportunity
CONTRACTOR shall comply with COUNTY policy, and 1he Equal
Employment Opportunity Commission guidelines, which forbids
diseriminotion against any person on the grounds ofracc, color, natlonol
origin, sc.>c, celigion. age, dlsablllty status, or sexual preference in
employment practices. Such practices include retirement, recruitment
advertising, hiring, layoff, lcnninotion, upgrad ing, demotion, transfer,
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Exhibit E
Page 2 of 2
rates of pay or other forms of compensation, use of facilities, and other
terms end condlllons of employment.
C. S11sgeo~jgn orcomocoso~oo
If an allegation of discrimination occurs, COUNTY may withhold all
further runds, unlll CONTRACTOR. can show clear and convincing
evidence 10 the satisfaction of COUNTY that funds provided under this
Agreement were nol used in connection wilh the alleged discrimination.
D. Nepgtism
Except by consent of COUNTY 's Depailnlent of Bcbavlorel Health
Director, or designec, no person sh111i be employed by CONTRACTOR.
who is 1-tlotcd hy blood or mMfage 10, onYho is a member of the Boord
or Directors or an officer or CONTRACTOR.
5,; PATIENTS' RIGHTS
CONTRACTOR i.holl comply with oppliCllble laws and regulations, including but
not limited to, laws, rcgulutions, and State policies rela\lng to patients' rights
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SELF-OEAUNGTRANSACTTON DISCLOSURE FORM
ExhibltF
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In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members or a contractor's board of directors (hereinafter referred to as "County Contractor"), must
dlsc:lose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self•deallng transaction Is dellned below:
"A self-dealing cronsocc/on means a transaction co which the corporoclon is o patcy ond In which one
or more of its directors hos a material financial Interest"
The definition above will be utlli?ed for purposes of completing this disclosure form.
INSifiUCTIQNS
{l) 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. Al 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)Oescrlbe In detail why the self•deallng 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 (31 and (4).
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(l) Company &o-.rd Member Information:
Name: I I Date:I
Job TIUe1 I I I
(2) Company/Age ncy Name and Address:
(3) Dllclosure !Please de scribe the nature of the selr•de;,llng transai;tlon you are a party to)
ExhlbltF Page2of2
(4) Explain why this self-dealing transaction Is consistent with the requirements of Corporations Code sm (al
(Sl Authorlted Signature
• Sfanalure:I I Date: I
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I. SERVICES
EXHIBITG
Page 1 of 2
A.Upon request of COUNTY's Director, Department of Behavioral Health, or
designee, CONTRACTOR shall identify, recruit and present Psychiatrist
candidates who to CONTRACTOR's reasonable knowledge satisfy the criteria as
established by the COUNTY's Director, Department of Behavioral Health, or
designee. COUNTY's Department of Behavioral Health shall arrange interviews
with candidates and advance timely offers when appropriate. Prior to arranging
for candidates, CONTRACTOR shall use commercially reasonable efforts to
present credentials, screen the candidates complete background checks,
facilitate interviews, provide curriculum vitaes and reference checks, as well as
obtain reasonable evidence of licensure of candidates and NPI registration.
CONTRACTOR agrees to use commercial reasonable efforts to present
psychiatrist(s) who to the best of CONTRACTOR's knowledge, may be
acceptable to COUNTY'S Director, Department of Behavioral Health, or
designee.
B.COUNTY and CONTRACTOR acknowledge that this is not an exclusive
agreement to provide placement services. If CONTRACTOR identifies a
candidate about whom COUNTY has already received information from another
placement source, COUNTY'S Director, Department of Behavioral Health or
designee shall notify CONTRACTOR, in writing, within ten (10) business da ys
after receiving the referral from CONTR ACTOR. CONTRACTOR is not obligated
to recruit those candidates with whom COUNTY has already made contact from
another placement service or recruitment source. If COUNTY does not notify
CONTRACTOR as required under this section and COUNTY enters into an
employment, independent CONTRACTOR, or other working relationship with any
such candidate, COUNTY shall be obligated to pay CONTRACTOR's then
accrued fees and expenses related to finding said candidate. COUNTY agrees
not to refer any candidates presented by CONTRACTOR to another hiring entity
or placement service.
II.PLACEMENT FEE
A placement fee shall be paid by COUNTY to CONTRACTOR once a working
agreement has been reached between the COUNTY and a candidate presented by
CONTRACTOR. It is understood between the parties hereto, that said placement fee
shall be as stated in this Agreement and applicable Attachments. The placement fee
listed in the Agreement is inclusive of all travel, lodging, meals and any other re lated
costs. All said related costs shall require the prior approval of the COUNTY Direc tor,
Department of Behavioral Health, or designee. It is understood between the parties
hereto that COUNTY shall only pay this placement fee if a candidate is hired by
COUNTY.
Ill. REPLACEMENT GUARANTEE
If a psychiatrist hired through CONTRACTOR, during the term of this Agreement,
fails to commence services as agreed between said psychiatrist and COUNTY"s
Director, Department of Behavioral Health or designee or leaves within Ninety (90)
days of the date psychiatrist commences services, then CONTRACTOR shall use
EXHIBIT G
Page 2 of 2
best efforts to recruit a replacement candidate for the initial psychiatrist at no
additional charge,