HomeMy WebLinkAboutAgreement A-20-119 with Reading and Beyond, Inc.pdf1
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AGREEMENT
THIS AGREEMENT is made and entered into this 2.41b. day of March
Agreement No . 20-119
, 2020 , by and
3 between the COUNTY OF FRESNO , a Political Subdivision of the State of California , here inafter
4 referred to as "COUNTY", and READING AND BEYOND, INC., a non-profit organization , whose
5 address is 4670 E. Butler Avenue Fresno , CA 93702 , hereinafter referred to as "CONTRACTOR "
6 (collectively as the "parties ").
7 WITNESS ETH:
8 WHEREAS , COUNTY , through its Department of Behavioral Health (DBH), Mental Health
9 Services Act (MHSA), Community Services and Supports (CSS) component , and through input from
10 the MHSA community stakeholder process , is in need of a qualified provider of Family Advocacy
11 Serv ices for the prov ision of advocacy , support , and other services to fam ily members and support
12 systems of individuals currently receiving , or in need of, COUNTY mental health services ; and to act as
13 a liaison between fam ily members , and othe r support systems and COUNTY professional staff and
14 other groups or organizations in the community ; and
15 WHEREAS , CONTRACTOR is qualified and willing to provide said services pursuant to the
16 terms and conditions of this Agreement.
17 NOW , THEREFORE , in consideration of their mutual covenants and conditions , the parties
18 hereto agree as follows :
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1. COVERED SERVICES
A. CONTRACTOR shall perform all duties , including but not limited to oversight and
21 coordination of family advocacy services and activities , as ident ified and set forth in Exhibit A , "Scope of
22 Work ", attached hereto and by this reference incorporated herein and made part of this Agreement.
23 B. CONTRACTOR shall also perform all services and fulfill all responsibilities as
24 spec ified in COUNTY 's Request for Proposal (RFP) No . 20-023 dated October 24 , 2019 and
25 Addendum No . One (1) dated November 7 , 2019 , hereinafter collectively referred to as COUNTY 's
26 Revised RFP No . 20 -023 , all incorporated herein by reference and made part of this Agreement. In the
27 event of any inconsistency among these documents , the incons istency shall be resolved by giving
28 precedence in the following order of priority : (1) to this Agreement , including all Exhibits ; (2) to
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COUNTY’s Revised RFP No. 20-023; and (3) to CONTRACTOR’s Response to COUNTY’s Revised
RFP No. 20-023. A copy of the COUNTY’s Revised RFP No. 20-023 and CONTRACTOR’s Response
to COUNTY’s Revised RFP No. 20-023 shall be retained and made available during the term of this
Agreement by COUNTY’s Internal Services Department – Purchasing Division.
C. CONTRACTOR shall align programs, services, and practices with the vision,
mission, and guiding principles of the DBH, as further described in Exhibit B, “Fresno County
Department of Behavioral Health Guiding Principles of Care Delivery”, attached hereto and by this
reference incorporated herein and made part of this Agreement.
D.CONTRACTOR shall send to County’s DBH upon execution of this Agreement, a
detailed plan ensuring appropriate leadership and supervision of their program. Recruitment and
retaining leadership with the competencies to oversee services based on the level of care and program
design presented herein shall be included in this plan. A description and monitoring of this plan shall
be provided.
E.It is acknowledged that upon execution of this Agreement, CONTRACTOR’s
service site for the delivery of Family Advocacy Services program will be located as stated in Exhibit A.
F.CONTRACTOR agrees that prior to providing services under the terms and
conditions of this Agreement beginning on July 1, 2020, it shall have appropriate staff hired and in place
for program services and operations, or COUNTY may, in addition to other remedies it may have may
terminate this Agreement, in accordance with Paragraph Three (3) of this Agreement.
G.CONTRACTOR shall participate in periodic workgroup meetings consisting of
staff from COUNTY’s DBH. The meetings shall be held monthly, or as needed, to discuss
requirements, data reporting, training, policies and procedures, overall program operations and any
problems or foreseeable problems that may arise.
H.CONTRACTOR shall attend bimonthly DBH meetings for all contracted mental
health providers in the DBH system of care, as required by the COUNTY. Schedule for these meetings
may change based on the needs of the COUNTY.
I.It is acknowledged by all parties hereto that COUNTY’s DBH Contracts Division
shall monitor said Family Advocacy Services activities in accordance with Paragraph Fourteen (14) of
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this Agreement.
2.TERM
The term of this Agreement shall become effective upon execution through and including
June 30, 2023.
This Agreement, subject to State of California funding each year, may be extended for
two (2) additional consecutive (12) month periods upon written approval of both parties no later than
thirty (30) days prior to the first day of the next twelve (12) month extension. The COUNTY’s DBH
Director, or designee, is authorized to execute such written approval on behalf of COUNTY based on
the CONTRACTOR’s satisfactory performance.
3.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 CONTRACTOR sixty (60) days advance written notice.
B.Breach of Contract - 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 the COUNTY; and
4)Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. The COUNTY shall have the right to demand of each CONTRACTOR the repayment
to the COUNTY of any funds disbursed to that CONTRACTOR under this Agreement, which in the
judgment of COUNTY were not expended in accordance with the terms of this Agreement. Each
CONTRACTOR shall promptly refund any funds upon demand or, at COUNTY’s option, such
repayment shall be deducted from future payments owing to that CONTRACTOR under this
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Agreement.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY or COUNTY’s DBH Director, or his or her designee, or
CONTRACTOR upon the giving of thirty (30) days advance written notice of an intention to terminate.
4.COMPENSATION
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agree to receive
compensation for actual expenditures incurred in accordance with the CONTRACTOR’s budget
documents, attached hereto as Exhibit C and incorporated herein by this reference.
A.Ramp Up Compensation Amount
Effective upon execution through June 30, 2020, in no event shall the maximum
compensation amount under this Agreement exceed Forty-Four Thousand, Six Hundred Ninety-Five
and No/100 Dollars ($44,695.00).
B.Annual Compensation Amounts
For July 1, 2020 through June 30, 2021, in no event shall the maximum
compensation amount under this Agreement exceed Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00).
For July 1, 2021 through June 30, 2022, in no event shall the maximum
compensation amount under this Agreement exceed Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00).
For July 1, 2022 through June 30, 2023, in no event shall the maximum
compensation amount under this Agreement exceed Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00).
If performance standards are met and this Agreement is extended for additional
twelve (12) month renewal periods pursuant to Paragraph Two (2), TERM, herein, then in no event
shall the maximum compensation amount under this Agreement for each subsequent twelve (12)
month period exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00).
C.Total Maximum Compensation Amount
In no event shall the total maximum compensation amount under this Agreement
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effective upon execution through and including June 30, 2023 exceed Seven Hundred Ninety-Four
Thousand, Six Hundred Ninety-Five and No/100 Dollars ($794,695.00).
If performance standards are met and this Agreement is extended for an
additional twelve (12) month term, July 1, 2023 to June 30, 2024, pursuant to Paragraph Two (2)
herein, then in no event shall the total maximum compensation amount under this Agreement exceed
One Million, Forty-Four Thousand, Six Hundred Ninety-Five and No/100 Dollars ($1,044,695.00).
If performance standards are met and this Agreement is extended for an
additional twelve (12) month term, July 1, 2024 to June 30, 2025, pursuant to Paragraph Two (2)
herein, then in no event shall the total maximum compensation amount under this Agreement exceed
One Million, Two Hundred Ninety-Four Thousand, Six Hundred Ninety-Five and No/100 Dollars
($1,294,695.00).
D.Travel shall be reimbursed based on actual expenditures and mileage
reimbursement shall be at CONTRACTOR’s adopted rate per mile, not to exceed the Federal Internal
Revenue Services (IRS) current published rate.
E.It is understood that all expenses incidental to CONTRACTOR’s performance of
services under this Agreement shall be borne by CONTRACTOR. If CONTRACTOR fails to comply
with any provision of this Agreement, COUNTY shall be relieved of its obligation for further
compensation. It is understood that COUNTY shall not be obligated to compensate CONTRACTOR for
any work, services, or functions performed by CONTRCTOR: (1) in seeking to obtain COUNTY’s
business or negotiating with the COUNTY to enter into this Agreement, or, (2) in providing COUNTY
with documentation, explanations, or justifications concerning the adequacy or accuracy of invoices for
the performance of services under this Agreement and resolving same to the reasonable satisfaction of
COUNTY.
F.Payments shall be made by COUNTY to CONTRACTOR in arrears for services
provided during the preceding month, within forty-five (45) days after the date of receipt and approval
by COUNTY of the monthly invoicing as described in Paragraph Five (5) herein. Payments shall be
made after receipt and verification of services provided in the performance of this Agreement, in
accordance with Exhibit C, and shall be documented to COUNTY on a monthly basis by the tenth
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(10th) of the month following the month of said service provision.
G.COUNTY shall not be obligated to make any payments under this Agreement if
the request for payment is received by COUNTY more than sixty (60) days after this Agreement has
terminated or expired.
H.All final invoices and/or any final budget modification requests shall be submitted
by CONTRACTOR within sixty (60) days following the final month of service for which payment is
claimed. No action shall be taken by COUNTY on invoices submitted beyond the sixty (60) day
closeout period. Any compensation which is not expended by CONTRACTOR pursuant to the terms
and conditions of this Agreement shall automatically revert to COUNTY.
I.The services provided by CONTRACTOR under this Agreement are funded in
whole or in part by the State of California. In the event that funding for these services is delayed by the
State Controller, COUNTY may defer payments to CONTRACTOR. The amount of the deferred
payment shall not exceed the amount of funding delayed by the State Controller to the COUNTY. The
period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller’s
delay of payment to COUNTY plus forty-five (45) days.
5.INVOICING
A.CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) of each
month for actual services provided during the prior month to DBHInvoices@fresnocountyca.gov and
DBHInvoiceReview@fresnocountyca.gov, as well as a carbon copy to the assigned DBH Mental Health
Contracts Staff Analyst.
B.CONTRACTOR agrees to submit detailed invoices and general ledgers that
itemize the line item charges for monthly program costs, with the following information included: date of
service; number of hours or fraction thereof of service provided; and name or case or issue for which
services were provided.
C.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 that portion of the invoice that is incorrect or improper
after five (5) days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide
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services for a period of ninety (90) days after notification of an incorrect or improper invoice. If after the
ninety (90) day period, the invoice is still not corrected to COUNTY DBH’s satisfaction, COUNTY’s DBH
Director, or designee, may elect to terminate this Agreement, pursuant to the termination provisions
stated in Paragraph Three (3) of this Agreement. In addition, for invoices received ninety (90) days
after the expiration of each term of this Agreement or termination of this Agreement, at the discretion of
COUNTY’s DBH Director, or his or her designee, COUNTY’s DBH shall have the right to deny payment
of any additional invoices received.
D. CONTRACTOR shall submit monthly staffing reports that identify all staff,
applicable licensure/certifications, and full-time hours worked to be used as a tracking tool to determine
if CONTRACTOR’s program is staffed according to the services provided under this Agreement.
E. CONTRACTOR must maintain such financial records for a period of seven (7)
years, or if there a dispute, audit or inspection, until it is resolved, whichever is later. CONTRACTOR
will be responsible for any disallowances related to inadequate documentation.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as
independent contractors, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venture, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which each CONTRACTOR shall perform its
work and function. However, COUNTY shall retain the right to administer this Agreement so as to
verify that each CONTRACTOR is perf orming their obligations in accordance with the terms and
conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees. Each
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all
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legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save
COUNTY harmless from all matters relating to payment of CONTRACTOR’ employees, including
compliance with Social Security, withholding, and all other regulations governing such matters. It is
acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to
others unrelated to COUNTY or to this Agreement.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
Notwithstanding the above, changes to services, staffing, and responsibilities of the
CONTRACTOR, as set forth in Exhibit A, as needed to accommodate changes in the law relating to
mental health, may be made with the signed written approval of COUNTY’s DBH Director, or designee,
and CONTRACTOR through an amendment approved by COUNTY’s Counsel and the COUNTY’s
Auditor-Controller/Treasurer-Tax Collector’s Office.
Changes to expense category (i.e., Personnel Expenses, Operating Expenses, Financial
Services Expenses, etc.) subtotals in the budget set forth in Exhibit C that do not exceed ten percent
(10%) of the maximum compensation payable to CONTRACTOR may be made with the written
approval of COUNTY’s DBH Director, or designee.
Said modifications to scope of services and expense category subtotals shall not result
in any change to the maximum compensation amount payable to CONTRACTOR under this
Agreement.
8.NON-ASSIGNMENT
COUNTY and CONTRACTOR shall not assign, transfer or subcontract this Agreement
nor their rights or duties under this Agreement without the prior written consent of COUNTY and
CONTRACTOR seeking to make such assignment.
9.HOLD-HARMLESS
CONTRACTOR agrees 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 fees and CONTRACTOR costs, damages, liabilities, claims and losses occurring or
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resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents or employees under this Agreement, and from any and all costs and expenses,
including attorney fees and CONTRACTOR 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 CONTRACTOR, its officers, agents or employees under this Agreement.
CONTRACTOR agrees to indemnify COUNTY for Federal, State of California and/or
local audit exceptions resulting from noncompliance herein on the part of CONTRACTOR.
10.INSURAN CE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR 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:
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 shall be issued on a per occurrence basis.
COUNTY may require specific coverages including completed operations,
product liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature
of the Agreement.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits no less than One
Million Dollars ($1,000,000) per accident for bodily injury and property damage.
Coverage should include any automobile used in connection with this
Agreement. If CONTRACTOR’s employees are not covered by
CONTRACTOR’s automobile liability insurance policy, CONTRACTOR shall
ensure that each employee as part of this Agreement procures and maintains
their own private automobile coverage in force during the term of this Agreement,
at the employee’s sole cost and expense.
C.Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., L.M.F.T., etc.) in providing services, 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. CONTRACTOR agrees
that it shall maintain, at its sole expense, in full force and effect for a period of
five (5) years following the termination of this Agreement, one or more policies of
professional liability insurance with limits of coverage as specified herein.
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D. Real and Property Insurance
CONTRACTOR shall maintain a policy of insurance for all risk personal property
coverage which shall be endorsed naming the County of Fresno as an additional
loss payee. The personal property coverage shall be in an amount that will cover
the total of the COUNTY purchased and owned property, at a minimum, as
discussed in Paragraph Twenty-One (21) of this Agreement.
All Risk Property Insurance
As applicable, CONTRACTOR will provide property coverage for the full
replacement value of the COUNTY’s personal property in possession of
CONTRACTOR and/or used in the execution of this Agreement. COUNTY will
be identified on an appropriate certificate of insurance as the certificate holder
and will be named as an Additional Loss Payee on the Property Insurance Policy.
E. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
F. Child Abuse/Molestation and Social Services Coverage
CONTRACTOR shall have either separate policies or an umbrella policy with
endorsements covering Child Abuse/Molestation and Social Services Liability
coverage or have a specific endorsement on their General Commercial liability
policy covering Child Abuse/Molestation and Social Services Liability. The policy
limits for these policies shall be One Million Dollars ($1,000,000) per occurrence
with a Two Million Dollars ($2,000,000) annual aggregate. The policies are to be
on a per occurrence basis.
G. Cyber Liability
Cyber Liability Insurance, with limits not less than Two Million Dollars
($2,000,000) per occurrence or claim, Two Million Dollars ($2,000,000)
aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by CONTRACTOR in this Agreement and shall
include, but not be limited to, claims involving infringement of intellectual
property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for
breach response costs as well as regulatory fines and penalties as well as credit
monitoring expenses with limits sufficient to respond to these obligations.
H. Waiver of Subrogation
CONTRACTOR hereby grants to COUNTY a waiver of any right to subrogation
which any insurer of said CONTRACTOR may acquire against the COUNTY by
virtue of the payment of any loss under such insurance. CONTRACTOR agrees
to obtain any endorsement that may be necessary to affect this waiver of
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subrogation, but this provision applies regardless of whether or not the COUNTY
has received a waiver of subrogation endorsement from the insurer.
CONTRACTOR 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
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under CONTRACTOR’s policies herein. This
insurance shall not be cancelled or changed wit hout a minimum of thirty (30) days advance written
notice given to COUNTY.
Within thirty (30) days from the date each CONTRACTOR signs this Agreement, said
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health,
Contract Services Division, 3133 N. Millbrook Ave, Fresno, California, 93703, Attention: Mental Health
Contract Staff Analyst, stating that such insurance coverages have been obtained and are in full force;
that the County of Fresno, its officers, agents and employees will not be responsible for any premiums
on the policies; that such Commercial General Liability insurance names 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 concerned; that such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees, shall be excess only and not contributing with insurance provided
under CONTRACTOR’s policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
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
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A FSC VII or better.
12.LICENSES/CERTIFICATES
Throughout the term of this Agreement, CONTRACTOR and CONTRACTOR staff shall
maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions, if necessary
for the provision of the services hereunder, and required by the laws and regulations of the United
States of America, State of California, the County of Fresno, and any other applicable governmental
agencies. CONTRACTOR shall notify COUNTY immediately in writing of its inability to obtain or
maintain such licenses, permits, approvals, certificates, waivers and exemptions irrespective of the
pendency of any appeal related thereto. Additionally, CONTRACTOR and CONTRACTOR’s staff shall
comply with all applicable laws, rules or regulations, as may now exist or be hereafter changed.
13.REPORTS
A.Outcome Reports
CONTRACTOR shall submit to COUNTY’s DBH service outcome reports, as
requested by COUNTY’s DBH. Outcome reports and outcome requirements are subject to change at
COUNTY’s DBH discretion.
B.Additional Reports
CONTRACTOR shall submit to COUNTY’s DBH by the tenth (10th) of each
month all monthly activity and budget reports for the preceding month. CONTRACTOR shall also
furnish to COUNTY such statements, records, reports, data, and other information as COUNTY may
request pertaining to matters covered by this Agreement. In the event that CONTRACTOR fails to
provide such reports or other information required hereunder, it shall be deemed sufficient cause for
COUNTY to withhold monthly payments until there is compliance. In addition, CONTRACTOR shall
provide written notification and explanation to COUNTY within five (5) days of any funds received from
another source to conduct the same services covered by this Agreement.
14.MONITORING
CONTRACTOR agrees to extend to COUNTY’s staff, COUNTY’s DBH Director, or
designee, and State Department of Health Care Services (DHCS), or their designees, the right to
review and monitor records, program or procedures, at any time, as well as the overall operation of
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CONTRACTOR’s program, in order to ensure compliance with the terms and conditions of this
Agreement.
15. REFERENCES TO LAWS AND RULES
In the event any law, regulation, or policy referred to in this Agreement is amended
during the term thereof, the parties hereto agree to comply with the amended provision as of the
effective date of such amendment.
16. COMPLIANCE WITH STATE REQUIREMENTS
CONTRACTOR recognizes that COUNTY operates its mental health programs under an
agreement with DHCS, and that under said agreement the State imposes certain requirements on
COUNTY and its subcontractors. CONTRACTOR shall adhere to all State Requirements, including
those identified in Exhibit D, “State Mental Health Requirements”, attached hereto and by this reference
incorporated herein and made part of this Agreement.
17. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
18. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A. 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 Sections 5328, 10850, and
14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of
Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health Insurance
Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of Title 42,
United States Code (USC) and its implementing regulations, including, but not limited to Title 45, CFR,
Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical
Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic
Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
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activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use or
disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d et
seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY, as
the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
management, administrative or legal responsibilities of the Business Associate.
B.CONTRACTOR, including its subcontractors and employees, shall protect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
information, concerning persons receiving services pursuant to this Agreement, except 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 persons 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 a designated record set (as defined in 45 CFR Section
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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 requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set
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 HIPAA
Representative, within two (2) business days of discovery. The notification shall include, to the extent
possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to
have been, accessed, acquired, used, disclosed, or breached. 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:
///
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County of Fresno County of Fresno County of Fresno
Dept. of Behavioral Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559)600-6798 (559)600-6405 (559)600-5800
3147 N. Millbrook Ave P.O. Box 11867 2048 N. Fine Street
Fresno, CA 93703 Fresno, CA 93775 Fresno, CA 93727
H.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, 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
CONTRACTOR shall implement administrative, physical, and technical safeguards
as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives,
maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use,
disclosure, or breach of PHI other than as provided for by this Agreement. CONTRACTOR shall conduct
an accurate and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity
and availability of electronic PHI. CONTRACTOR shall develop and maintain a written information privacy
and security program that includes administrative, technical and physical safeguards appropriate to the
size and complexity of CONTRACTOR’s operations and the nature and scope of its activities. Upon
COUNTY’s request, CONTRACTOR shall provide COUNTY with information concerning such safeguards.
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CONT RACTOR shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
following administrative and technical password controls for all systems used to process or store
confidential, personal, or sensitive data:
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;
b.A dictionary word; or
c.Stored in clear text
2.Passwords must be:
a.Eight (8) characters or more in length;
b.Changed every ninety (90) days;
c.Changed immediately if revealed or compromised; and
d.Composed of characters from at least three (3) of the following
four (4) groups from the standard keyboard:
1)Upper case letters (A-Z);
2)Lowercase letters (a-z);
3)Arabic numerals (0 through 9); and
4)Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each
workstation or portable computing device (e.g., laptop computer) containing conf idential,
personal, or sensitive data:
1. Network-based firewall and/or personal firewall;
2.Continuously updated anti-virus software; and
3.Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
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FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
mail or other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
Encryption Standard (AES) Algorithm. 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
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach
of PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
CONTRACTOR must document suspected or known harmful effects and the outcome.
K. CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its contractors, including subcontractors,
if applicable, to whom CONTRACTOR provides PHI received from or created or received by
CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
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
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CONTRACTOR, COUNTY shall either:
1.Provide an opportunity for CONTRACTOR to cure the breach or end the
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 HIPAA 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.
O.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, HIPAA or the HIPAA regulations will be
adequate or satisfactory for CONTRACTOR’s own purposes or that any information in
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CONTRACTOR’s possession or control, or transmitted or received by CONTRACTOR, is or will be
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
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to amend this agreement in order to implement the standards and
requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
notice in the event that CONTRACTOR does not enter into an amendment providing assurances
regarding the safeguarding of PHI that COUNTY in its sole discretion deems sufficient to satisfy the
standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
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 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 HlPAA and the HIPAA regulations.
T.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.
U.Survival
The respective rights and obligations of CONTRACTOR as stated in this
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Paragraph 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.
19. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent access,
viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of
COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter
into a contractual relationship with the COUNTY for the purpose of providing services under this
Agreement must employ adequate data security measures to protect the confidential information
provided to CONTRACTOR by the COUNTY, including but not limited to the following:
A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
CONTRACTOR may not connect to COUNTY networks via personally-owned
mobile, wireless or handheld devices, unless the following conditions are met:
1. CONTRACTOR has received authorization by COUNTY f or
telecommuting purposes;
2. Current virus protection software is in place;
3. Mobile device has the remote wipe feature enabled; and
4. A secure connection is used.
B. CONTRACTOR-Owned Computers or Computer Peripherals
CONTRACTOR may not bring CONTRACTOR-owned computers or computer
peripherals into the COUNTY for use without prior authorization from the COUNTY’s Chief Information
Officer, and/or his or her designee(s), including but not limited to mobile storage devices. If data is
approved to be transferred, data must be stored on a secure server approved by the COUNTY and
transferred by means of a Virtual Private Network (VPN) connection, or another type of secure
connection. Said data must be encrypted.
C. COUNTY-Owned Computer Equipment
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CONTRACTOR may not use COUNTY computers or computer peripherals on
non-COUNTY premises without prior authorization from the COUNTY’s Chief Information Officer,
and/or his or her designee(s).
D. CONTRACTOR may not store COUNTY’s private, confidential or sensitive data
on any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
E. CONTRACTOR shall be responsible to employ strict controls to ensure the
integrity and security of COUNTY’s confidential information and to prevent unauthorized access,
viewing, use or disclosure of data maintained in computer files, program documentation, data
processing systems, data files and data processing equipment which stores or processes COUNTY
data internally and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
BIT or higher. Additionally, a password or pass phrase must be utilized.
G. CONTRACTOR is responsible to immediately notify COUNTY of any violations,
breaches or potential breaches of security related to COUNTY’s confidential information, data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally or externally.
H. COUNTY shall provide oversight to CONTRACTOR’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential client information provided
to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals
as required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
responsible for all costs incurred as a result of providing the required notification.
20. PROPERTY OF COUNTY
A. COUNTY and CONTRACTOR recognizes that fixed assets are tangible and
intangible property obtained or controlled under COUNTY’s DBH for use in operational capacity and will
benefit COUNTY for a period more than one (1) year. Depreciation of the qualified items will be on a
straight-line basis.
For COUNTY purposes, fixed assets must fulfill three (3) qualifications:
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1.Asset must have life span of over one (1) year.
2.The asset is not a repair part.
3.The asset must be valued at or greater than the capitalization thresholds
for the asset type.
Asset type Threshold
•land $0
•buildings and improvements $100,000
•infrastructure $100,000
•tangible $5,000
o equipment
o vehicles
•intangible asset $100,000
o internally generated software
o purchased software
o easements
o patents
•and capital lease $5,000
Qualified fixed asset equipment is to be reported and approved by COUNTY. If it
is approved and identified as an asset, it will be tagged with a COUNTY program number. A “Fixed
Asset Log”, attached hereto as Exhibit E and by this reference incorporated herein and made part of
this Agreement, will be maintained by COUNTY’s Asset Management System and annually inventoried
until the asset is fully depreciated. During the terms of this Agreement, CONTRACTOR’s fixed assets
may be inventoried in comparison to COUNTY’s DBH Asset Inventory System.
B.Certain purchases less than Five Thousand and No/100 Dollars ($5,000.00) but
more than One Thousand and No/100 Dollars ($1,000.00), with over one (1) year life span, and/or are
mobile and high risk of theft or loss are sensitive assets. Such sensitive items are not limited to
computers, copiers, televisions, cameras and other sensitive items as determined by COUNTY’s DBH
Director, or his or her designee. CONTRACTOR maintains a tracking system on the items and are not
required to be capitalize or depreciated. The items are subject to annual inventory for compliance.
C.Assets shall be retained by COUNTY, as COUNTY property, in the event this
Agreement is terminated or upon expiration of this Agreement. CONTRACTOR agrees to participate in
an annual inventory of all COUNTY fixed and inventoried assets. Upon termination or expiration of this
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Agreement, CONTRACTOR shall be physically present when fixed and inventoried assets are returned
to COUNTY possession. CONTRACTOR is responsible for returning to COUNTY all COUNTY owned
undepreciated fixed and inventoried assets, or the monetary value of said assets if unable to produce
the assets at the expiration or termination of this Agreement.
CONTRACTOR further agrees to the following:
1.To maintain all items of equipment in good working order and condition,
normal wear and tear is expected;
2.To label all items of equipment with COUNTY assigned program number,
to perform periodic inventories as required by COUNTY and to maintain an inventory list showing
where and how the equipment is being used, in accordance with procedures developed by COUNTY.
All such lists shall be submitted to COUNTY within ten (10) days of any request therefore; and
3.To report in writing to COUNTY immediately after discovery, the loss or
theft of any items of equipment. For stolen items, the local law enforcement agency must be contacted
and a copy of the police report submitted to COUNTY.
D.The purchase of any equipment by CONTRACTOR with funds provided
hereunder shall require the prior written approval of COUNTY’s DBH, shall fulfill the provisions of this
Agreement as appropriate, and must be directly related to CONTRACTOR’s services or activity under
the terms of this Agreement. COUNTY’s DBH may refuse reimbursement for any costs resulting from
equipment purchased, which are incurred by CONTRACTOR, if prior written approval has not been
obtained from COUNTY.
E.CONTRACTOR must obtain prior written approval from COUNTY’s DBH
whenever there is any modification or change in the use of any property acquired or improved, in whole
or in part, using funds under this Agreement. If any real or personal property acquired or improved with
said funds identified herein is sold and/or is utilized by CONTRACTOR for a use which does not qualify
under this Agreement, CONTRACTOR shall reimburse COUNTY in an amount equal to the current fair
market value of the property, less any portion thereof attributable to expenditures of funds not provided
under this Agreement. These requirements shall continue in effect for the life of the property. In the
event this Agreement expires, or terminates, the requirements for this Paragraph shall remain in effect
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for activities or property funded with said funds, unless action is taken by the State government to
relieve COUNTY of these obligations.
21.NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR and its subcontractors shall
not deny the contract’s benefits to any person on the basis of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran
status, nor shall they discriminate unlawfully against any employee or applicant for employment
because of race, religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, genetic information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military or veteran status. CONTRACTOR shall insure that the evaluation
and treatment of employees and applicants for employment are free of such discrimination.
CONTRACTOR and subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Gov. Code §12800 et seq.), the regulations promulgated thereunder
(Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title
2 of the Government Code (Gov. Code §11135-11139.5), and the regulations or standards adopted by
the awarding state agency to implement such article. CONTRACTOR shall permit access by
representatives of the Department of Fair Employment and Housing and the awarding state agency
upon reasonable notice at any time during the normal business hours, but in no case less than twenty-
four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and
its facilities as said Department or Agency shall require to ascertain compliance with this clause.
CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to
labor organizations with which they have a collective bargaining or other agreement (See Cal. Code
Regs., tit. 2, §11105). CONTRACTOR shall include the Non-Discrimination and compliance provisions
of this clause in all subcontracts to perform work under this Agreement.
22.CULTURAL COMPETENCY
As related to Cultural and Linguistic Competence, CONTRACTOR shall comply with:
A.Title 6 of the Civil Rights Act of 1964 (42 U.S.C. Paragraph 2000d, and 45 C.F.R
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Part 80) and Executive Order 12250 of 1979 which prohibits recipients of federal financial assistance
from discriminating against persons based on race, color, national origin, sex, disability or religion.
This is interpreted to mean that a limited English proficient (LEP) individual is entitled to equal access
and participation in federally funded programs through the provision of comprehensive and quality
bilingual services.
B.Policies and procedures for ensuring access and appropriate use of trained
interpreters and material translation services for all LEP individuals, including, but not limited to,
assessing the cultural and linguistic needs of said individuals, training of staff on the policies and
procedures, and monitoring its language assistance program. The CONTRACTOR’s procedures must
include ensuring compliance of any subcontracted providers with these requirements.
C. CONTRACTOR shall not use minors as interpreters.
D. CONTRACTOR shall provide and pay for interpreting and translation services to
persons participating in CONTRACTOR’s services who have limited or no English language
proficiency, including services to persons who are deaf or blind. Interpreter and translation services
shall be provided as necessary to allow such participants meaningful access to the programs, services
and benefits provided by CONTRACTOR. Interpreter and translation services, including translation of
CONTRACTOR’s “vital documents” (those documents that contain information that is critical for
accessing CONTRACTOR’s services or are required by law) shall be provided to participants at no
cost to the participant. CONTRACTOR shall ensure that any employees, agents, subcontractors, or
partners who interpret or translate for a program participant, or who directly communicate with a
program participant in a language other than English, demonstrate proficiency in the participant’s
language and can effectively communicate any specialized terms and concepts peculiar to
CONTRACTOR’s services.
E.In compliance with the State mandated Culturally and Linguistically Appropriate
Services standards as published by the Office of Minority Health, CONTRACTOR must submit to
COUNTY for approval, within sixty (60) days from date of contract execution, CONTRACTOR’s plan to
address all fifteen (15) national cultural competency standards as set forth in Exhibit F-1 “National
Standards on Culturally and Linguistically Appropriate Services (CLAS)”
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(http://minorityhealth.hhs.gov/assets/pdf/checked/finalreport/pdf) and Exhibit F-2, “Cultural Competence
Form”, attached hereto and by this reference incorporated herein and made a part of this Agreement.
COUNTY’s annual on-site review of CONTRACTOR shall include collection of documentation to ensure
all national standards are implemented. As the national competency standards are updated,
CONTRACTOR’s plan must be updated accordingly.
F.CONTRACTOR shall be responsible for conducting an annual cultural
competency self-assessment and provide the results of said self-assessment to the COUNTY’s DBH.
The annual cultural competency self-assessment instruments shall be reviewed by the COUNTY and
revised as necessary to meet the approval of the COUNTY.
G.Cultural competency training for CONT RACTOR staff should be substantively
integrated into health professions education and training at all levels, both academic and
functional, including core curriculum, professional licensure, and continuing professional development
programs. On an annual basis, CONTRACTOR’s direct service providers shall complete eight (8)
hours of cultural competency training. CONTRACTOR on a monthly basis shall provide COUNTY’s
DBH a monthly monitoring tool/report that shows cultural competency trainings completed.
H. CONTRACTOR shall attend the COUNTY’s Cultural Competency Committee
monthly meetings, maintain its own cultural competence oversight committee, and develop a cultural
competency plan to address and evaluate cultural competency issues.
23.AMERICANS WITH DISABILITIES ACT
CONTRACTOR agrees to ensure that deliverables developed and produced, pursuant to
this Agreement shall comply with the accessibility requirements of Paragraph 508 of the Rehabilitation
Act and the Americans with Disabilities Act of 1973 as amended (29 U.S.C. §794 (d)), and regulations
implementing that Act as set forth in Part 1194 of Title 36 of the Code of Federal Regulations. In 1998,
Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic
and information technology (EIT) accessible to people with disabilities. California Government Code
Paragraph 11135 codifies Paragraph 508 of the Act requiring accessibility of electronic and information
technology.
24.CONFLICT OF INTEREST
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No officer, ag ent, or employee of COUNT Y 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. In addition, no employee of COUNTY shall be
employed by CONTRACTOR to fulfill any contractual obligations with COUNTY.
CONTRACTOR shall also comply with all 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 COUNTY.
25.TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under Paragraph
1861(v) (1) (I) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[I]), until the expiration of four
(4)years after the furnishing of services under this Agreement, CONTRACTOR shall make available,
upon written request to the Secretary of the United States Department of Health and Human Services,
or upon request to the Comptroller General of the United States General Accounting Office, or any of
their duly authorized representatives, a copy of this Agreement and such books, documents, and
records as are necessary to certify the nature and extent of the costs of these services provided by
CONTRACTOR under this Agreement. CONT RACTOR further agrees that in the event
CONTRACTOR carries out any of its duties under this Agreement through a subcontract, with a value
or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over a twelve (12) month period,
with a related organization, such Agreement shall contain a clause to the effect that until the expiration
of four (4) years after the furnishing of such services pursuant to such subcontract, the related
organizations shall make available, upon written request to the Secretary of the United States
Department of Health and Human Services, or upon request to the Comptroller General of the United
States General Accounting Office, or any of their duly authorized representatives, a copy of such
subcontract and such books, documents, and records of such organization as are necessary to verify
the nature and extent of such costs.
26.SINGLE AUDIT CLAUSE
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars and No/100
Dollars ($750,000.00) or more in Federal and Federal flow-through monies, CONTRACTOR agrees to
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conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth
in Office of Management and Budget (OMB) 2 CFR 200. CONTRACTOR shall submit said audit and
management letter to COUNTY. The audit must include a statement of findings or a statement that
there were no findings. If there were negative findings, CONTRACTOR must include a corrective
action plan signed by an authorized individual. CONTRACTOR agrees to take action to correct any
material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
COUNTY’s DBH 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.
B.A single audit report is not applicable if CONTRACTOR’s Federal contracts do
not exceed the Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) requirement or
CONTRACTOR’s only funding is through Drug-related Medi-Cal. If a single audit is not applicable, a
program audit must be performed and a program audit report with management letter shall be
submitted by CONTRACTOR to COUNTY as a minimum requirement to attest to CONTRACTOR’s
solvency. Said audit report shall be delivered to COUNTY’s DBH 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 COUNT Y’s cost,
as determined by COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
C. CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the
Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a
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period of at least three (3) years following final payment under this Agreement or the closure of all other
pending matters, whichever is later.
27.COMPLIANCE
CONTRACTOR agrees to comply with the COUNTY’s “Contractor Code of Conduct and
Ethics” and the COUNTY’s Compliance Program in accordance with Exhibit G, attached hereto and by
this reference incorporated herein and made a part of this Agreement. Within thirty (30) days of
entering into this Agreement with the COUNTY, CONTRACTOR shall have all of CONTRACTOR’s
employees, agents and subcontractors providing services under this Agreement certify in writing, that
he or she has received, read, understood, and shall abide by the Contractor Code of Conduct and
Ethics. CONTRACTOR shall ensure that within thirty (30) days of hire, all new employees, agents and
subcontractors providing services under this Agreement shall certify in writing that he or she has
received, read, understood, and shall abide by the Contractor Code of Conduct and Ethics.
CONTRACTOR understands that the promotion of and adherence to the Code of Conduct is an
element in evaluating the performance of CONTRACTOR and its employees, agents and
subcontractors.
Within thirty (30) days of entering into this Agreement, and annually thereafter, all
employees, agents and subcontractors providing services under this Agreement shall complete general
compliance training, and appropriate employees, agents and subcontractors shall complete
documentation and billing or billing/reimbursement training. All new employees, agents and
subcontractors shall attend the appropriate training within thirty (30) days of hire. Each individual who
is required to attend training shall certify in writing that he or she has received the required training.
The certification shall specify the type of training received and the date received. The certification shall
be provided to the COUNTY’s Compliance Officer at 1925 E. Dakota Ave, Fresno, California 93726.
CONTRACTOR agrees to reimburse COUNTY for the entire cost of any penalty imposed upon
COUNTY by the Federal Government as a result of CONTRACTOR’s violation of the terms of this
Agreement.
28.ASSURANCES
In entering into this Agreement, CONTRACTOR certifies that it is not currently excluded,
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suspended, debarred, or otherwise ineligible to participate in the Federal Health Care Programs: that it
has not been convicted of a criminal offense related to the provision 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 CONT RACTOR is ineligible on these grounds, COUNTY will remove CONTRACTOR
from responsibility for, or involvement with, COUNTY’s business operations related to the Federal
Health Care Programs and shall remove such CONTRACTOR from any position in which
CONTRACTOR’s compensation, or the items or services rendered, ordered or prescribed by
CONTRACTOR may be paid in whole or part, directly or indirectly, by Federal Health Care Programs or
otherwise with Federal Funds at least until such time as CONTRACTOR is reinstated into participation
in the Federal Health Care Programs.
A.If COUNTY has notice that CONTRACTOR has been charged with a criminal
offense related to any Federal Health Care Program, or is proposed for exclusion during the term of any
contract, CONTRACTOR and COUNTY shall take all appropriate actions to ensure the accuracy of any
claims submitted to any Federal Health Care Program. At its discretion given such circumstances,
COUNTY may request that CONTRACTOR cease providing services until resolution of the charges or
the proposed exclusion.
B.CONTRACTOR agrees that all potential new employees of CONTRACTOR or
subcontractors of CONTRACTOR who, in each case, are expected to perform professional services
under this Agreement, will be queried as to whether: (1) they are now or ever have been excluded,
suspended, debarred, or otherwise ineligible to participate in the Federal Health Care Programs; (2)
they have been convicted of a criminal offense related to the provision of health care items or services;
and or (3) they have been reinstated to participation in the Federal Health Care Programs after a period
of exclusion, suspension, debarment, or ineligibility.
1)In the event the potential employee or subcontractor informs
CONTRACTOR 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, and CONTRACTOR
hires or engages such potential employee or subcontractor, CONTRACTOR will ensure that said
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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 Paragraph Two (2) of this Agreement, or require adequate assurance
(as defined by COUNTY) that no excluded, suspended or otherwise ineligible employee or
subcontractor of CONTRACTOR will perform work, either directly or indirectly, relating to services
provided to COUNTY. Such demand for adequate assurance shall be effective upon a timeframe to be
determined by COUNTY to protect the interests of COUNTY consumers.
C. CONTRACTOR shall verify (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
CONTRACTOR 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, CONTRACTOR will ensure that said employee or subcontractor does no work,
either direct or indirect, relating to services provided to COUNTY.
1)CONTRACTOR agrees to notify COUNTY immediately during the term of
this Agreement whenever CONTRACTOR learns that an employee or subcontractor who, in each case,
is providing professional services under this Agreement is excluded, suspended, debarred or otherwise
ineligible to participate in the Federal Health Care Programs, or is convicted of a criminal offense
relating to the provision of health care services.
2)Notwithstanding the above, COUNTY at its discretion may terminate this
Agreement in accordance with Paragraph Three (3) of this Agreement, or require adequate assurance
(as defined by COUNTY) that no excluded, suspended or otherwise ineligible employee or
subcontractor of CONTRACTOR will perform work, either directly or indirectly, relating to services
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provided to COUNTY. Such demand for adequate assurance shall be effective upon a timeframe to be
determined by COUNTY to protect the interests of COUNTY clients.
D. CONTRACTOR agrees to cooperate fully with any reasonable requests for
information from COUNTY, which may be necessary to complete any internal or external audits relating
to CONTRACTOR’s compliance with the provisions of this Paragraph.
E.CONTRACTOR agrees to reimburse COUNTY for the entire cost of any penalty
imposed upon COUNTY by the Federal Government as a result of CONTRACTOR’s violation of
CONTRACTOR’ obligations as described in this Paragraph.
29.PUBLICITY PROHIBITION
None of the funds, materials, property or services provided directly or indirectly under
this Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing
of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
above, publicity of the services described in Paragraph One (1) 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 his or her designee, and at a cost to be provided in Exhibit C
for such items as written/printed materials, the use of media (i.e., radio, television, newspapers) and
any other related expense(s).
30.CHILD ABUSE REPORTING ACT
CONTRACTOR shall establish a procedure acceptable to the COUNTY’s DBH Director,
or designee, to ensure that all of the CONTRACTOR’s employees, consultants, subcontractors or
agents described in the Child Abuse Reporting Act, Paragraph 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 Paragraph 11165.9. This procedure shall include:
A.A requirement that all CONTRACTOR’s employees, consultants, subcontractors
or agents performing services shall sign a statement that he or she knows of and will comply with the
reporting requirements as defined in Penal Code Paragraph 11166(a).
B.Establishing procedures to ensure reporting even when employees, consultants,
subcontractors, or agents who are not required to report child abuse under Penal Code Paragraph
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11166(a), gain knowledge of or reasonably suspect that a child has been a victim of abuse or neglect.
31.DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST INFORMATION
This provision is only applicable if CONTRACTOR is a disclosing entity, fiscal agent, or
managed care entity as defined in Code of Federal Regulations (C.F.R), Title 42 § 455.101 455.104,
and 455.106(a)(1), (2).
In accordance with C.F.R., Title 42 §§ 455.101, 455.104, 455.105 and 455.106(a)(1),
(2), the following information must be disclosed by CONTRACTOR by completing Exhibit H, “Disclosure
of Ownership and Control Interest Statement”, attached hereto and by this reference incorporated
herein and made part of this Agreement. CONTRACTOR shall submit this form to COUNTY’s DBH
within thirty (30) days of the effective date of this Agreement. Additionally, CONTRACTOR shall report
any changes to this information within thirty-five (35) days of occurrence by completing Exhibit H.
CONTRACTOR is required to submit a set of fingerprints for any person with a five (5) percent or
greater direct or indirect ownership interest in CONTRACTOR. COUNTY may terminate this
Agreement where any person with a five (5) percent or greater direct or indirect ownership interest in
the CONTRACTOR did not submit timely and accurate information and cooperate with any screening
method required in CFR, Title 42, Paragraph 455.416. Submissions shall be scanned portable
document format (pdf) copies and are to be sent via email to DBHAdministration@fresnocountyca.gov,
Attention: Mental Health Contracts Division. COUNTY may deny enrollment or terminate this
Agreement where any person with a five (5) percent or greater direct or indirect ownership interest in
CONTRACTOR has been convicted of a criminal offense related to that person’s involvement with the
Medicare, Medicaid, or Title XXI program in the last ten (10) years.
32.DISCLOSURE – CRIMINAL HISTORY AND CIVIL ACTIONS
CONTRACTOR is required to disclose if any of the following conditions apply to them,
their owners, officers, corporate managers and partners (hereinafter collectively referred to as
“CONTRACTOR”):
A.Within the three (3) year period preceding the Agreement award, they have been
convicted of, or had a civil judgment rendered against them for:
1)Fraud or a criminal offense in connection with obtaining, attempting to
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obtain, or performing a public (federal, state, or local) transaction or
contract under a public transaction;
2)Violation of a federal or state antitrust statute;
3) Embezzlement, theft, forgery, bribery, falsification, or destruction of
records; or
4)False statements or receipt of stolen property.
B.Within a three (3) year period preceding their Agreement award, they have had
a public transaction (federal, state, or local) terminated for cause or default.
Disclosure of the above information will not automatically eliminate CONTRACTOR
from further business consideration. The information will be considered as part of the determination
of whether to continue and/or renew the Agreement and any additional information or explanation
that a CONTRACTOR elects to submit with the disclosed information will be considered. If it is later
determined that the CONTRACTOR failed to disclose required information, any contract awarded to
such CONTRACTOR may be immediately voided and terminated for material failure to comply with
the terms and conditions of the award.
CONTRACTOR must sign a “Certification Regarding Debarment, Suspension, and Other
Responsibility Matters- Primary Covered Transactions” in the form set forth in Exhibit I, attached hereto
and by this reference incorporated herein and made part of this Agreement. Additionally,
CONTRACTOR must immediately advise the COUNTY in writing if, during the term of this Agreement:
(1)CONTRACTOR becomes suspended, debarred, excluded or ineligible for participation in federal or
state funded programs or from receiving Federal funds as listed in the excluded parties’ list system
(http://www.epls.gov); or (2) any of the above listed conditions become applicable to CONTRACTOR.
CONTRACTOR shall indemnify, defend and hold the COUNTY harmless for any loss or damage
resulting from a conviction, debarment, exclusion, ineligibility or other matter listed in the signed
Certification Regarding Debarment, Suspension, and Other Responsibility Matters.
33.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR changes
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its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is 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”, attached hereto as Exhibit J and
incorporated herein by reference and made part of this Agreement, and submitting it to the COUNTY
prior to commencing with the self-dealing transaction or immediately thereafter.
34.AU DITS AND INSPECTIONS
CONTRACTOR 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 its records and data with
respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure
CONTRACTOR’ compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR 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 Paragraph 8546.7).
35.NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CONTRACTOR
Director, Executive Director,
Fresno County Department Reading and Beyond, Inc.
of Behavioral Health 4670 E. Butler Avenue
1925 E. Dakota Ave. Fresno, CA 93702
Fresno, CA 93726 All notices between the COUNTY and CONTRACTOR provided for or permitted under
this Agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-class
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United States mail is effective three (3) COUNTY business days after deposit in the United States mail,
postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier
service is effective one (1) COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of COUNTY business hours, then such
delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
that the sender maintains a machine record of the completed transmission. For all claims arising out of
or related to this Agreement, nothing in this Paragraph establishes, waives, or modifies any claims
presentation requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with Section 810).
36.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 in no way be affected, impaired or invalidated.
37.GOVERNING LAW
The parties agree that for the purpose of venue, performance under this Agreement is 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.
38.ENTIRE AGREEMENT
This Agreement, including all Exhibits (listed herein), COUNTY’s Revised RFP No. 20-
023, and CONTRACTOR’s Response to COUNTY’s Revised RFP No. 20-023 constitutes the entire
agreement between CONTRACTOR 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.
Exhibit A Scope of Work
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Exhibit B Fresno County Department of Behavioral Health Guiding
Principles of Care Delivery
Exhibit C Budget
Exhibit D State Mental Health Requirements
Exhibit E Fixed Asset Log
Exhibit F-1 CLAS Standards
Exhibit F-2 Cultural Competence Form
Exhibit G Contractor Code of Conduct and Ethics
Exhibit H Disclosure of Ownership and Control Interest Statement
Exhibit I Certification Regarding Debarment, Suspension, and Other
Responsibility Matters- Primary Covered Transactions
Exhibit J Self-Dealing Transaction Disclosure Form
Exhibit K Guide (PPG) 1.2.7 Performance Outcomes Measures
///
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///
///
///
///
///
///
///
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///
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4 CONTRACTOR
5 Reading and Beyond, Inc.
(Authorized Signature
l1J s ~o n \ C3\ 1-"\ c.,,
9 Print Name
10 ExQ..c :-U , ~ o c .. tD r:
Title (Chairman of Board, or President,
11 Executive Director, or CEO)
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Print Name
tro/ /er
1 e (Secretary of Corporation, or Chief
Financial Officer/freasurer, or any
Assistant Secretary or Treasurer
MAILING ADDRESS:
Reading and Beyond
4670 E. Butler Ave.
Fresno, CA 93702
Contact: Luis Santana, Executive Director
Phone No.: 559-342-8625
FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
Org No.: 56304710
Account No.: 7295
COUNTY OF FRESNO
&a /4.A... -Ernest suddyMdes, 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
Date: ..,,_~ -9-4 -~O'c:U)
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