HomeMy WebLinkAbout32059Agreement No. 15-213
1 AGREEMENT
2 This AGREEMENT is made and entered into this .,:;_t'\li day of 0 lAAR..;
3 2015, by and between the COUNTY OF FRESNO, a Political Subdivision ofthe State of California,
4 hereinafter referred to as "COUNTY", and REGENTS OF THE UNIVERSITY OF
5 CALIFORNIA on behalf of the UNIVERSITY OF CALIFORNIA, SAN FRANCISCO (UCSF)
6 SCHOOL OF MEDICINE -FRESNO MEDICAL EDUCATION PROGRAM, a California
7 Constitutional Corporation, whose address is 155 North Fresno Street, Fresno, CA 93701, hereinafter
8 referred to as "CONTRACTOR" (collectively the "parties").
9 W I T N E S S E T H:
10 WHEREAS, CONTRACTOR has residents participating in its Psychiatric Residency Training
11 Program; and
12 WHEREAS, COUNTY has the facilities, programs and staff required for CONTRACTOR's
13 psychiatric residents to complete required clinical rotations; and
14 WHEREAS, COUNTY, through its Department ofBehavioral Health (DBH) is in need of
15 assistance from the CONTRACTOR's psychiatric residents and their specialized skills;
16 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
17 hereto agree as follows:
18 1. JOINT RESPONSIBILITIES OF CONTRACTOR AND COUNTY
19 CONTRACTOR and COUNTY's DBH Director or designee shall mutually agree on
2 0 the services, times and locations where CONTRACTOR's psychiatric residents shall perform their
21 core clinical rotations and elective rotations.
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2. RESPONSIBILITIES OF CONTRACTOR
A. Psychiatric Residents
1) CONTRACTOR shall provide up to seven (7) psychiatric residents, each
25 resident shall provide services up to three (3) days per week for each term of this Agreement, subject
26 to any restrictions regarding maximum compensation under Section Six (6) ofthis Agreement.
27 2) CONTRACTOR's psychiatric residents may begin clinical core rotations
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1 3) CONTRACTOR shall inform COUNTY's DBH Director or designee, of
2 the names and status of CONTRACTOR's psychiatric residents to be assigned to DBH at least one
3 (1) month before a resident begins his/her DBH assignment.
4 4) CONTRACTOR's psychiatric residents that have completed their
5 clinical core rotation in COUNTY's DBH clinical programs may continue to complete an elective
6 rotation for an additional six ( 6) months. Services, times and locations during elective rotation will be
7 in accordance with Section One ( 1) of this Agreement and shall also be based on the availability of
8 funds for each term of this Agreement.
9 5) CONTRACTOR recognizes some DBH programs provide services
10 twenty-four (24) hours per day, three hundred sixty-five (365) days per year. Notwithstanding the
11 above, it is understood by the parties hereto that CONTRACTOR's psychiatric resident clinical core
12 rotation and elective rotation schedule shall be Monday through Friday (excluding COUNTY
13 recognized holidays), 8:00a.m. to 5:00p.m., although residents may be required to perform limited
14 on-call duties in the evenings after 5:00 p.m. when mutually agreeable to the CONTRACTOR and
15 COUNTY's DBH Director or designee. The on-call duties or services performed in the evenings are
16 not considered overtime and evening or on-call hours worked count against time the resident is
1 7 expected to work on his/her normal eight (8) hour shift.
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6) CONTRACTOR's psychiatric residents:
a) May be used for emergency psychiatric services provided to
2 0 DBH programs during the day and/or evening shift, Monday through Friday, as part of
21 CONTRACTOR's psychiatric resident's clinical core or elective rotation. DBH's psychiatrist(s) will
22 provide on-site supervision, further described in Section Three (3) of this Agreement;
23 b) Shall obtain a National Provider Identifier (NPI) for Medi-Cal
2 4 billing purposes. The NPI shall be issued by the National Plan and Provider Enumeration System
2 5 prior to beginning their assignment to COUNTY's facilities;
26 c) Shall be licensed to practice medicine in the State of California
2 7 and shall maintain such licensure for each term of this Agreement and in accordance to Section
2 8 Seventeen ( 17) of this Agreement;
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1 d) Shall be credentialed through the DBH Managed Care Division
2 and participate in DBH Compliance and Documentation and Billing trainings prior to rendering
3 services with clients;
4 e) Shall also maintain active participation and be in good standing
5 with CONTRACTOR's Psychiatric Residency Training Program;
6 f) Shall participate in the COUNTY's DBH outpatient case
7 management system by participating in the multi-disciplinary team; and
8 g) Shall participate in training with other COUNTY staff,
9 community members and Mental Health Services Act stakeholders to implement the recovery and
1 0 wellness model.
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B. Administration
1) CONTRACTOR shall maintain compliance with all licensing
13 requirements, in accordance with Section Seventeen (17) of this Agreement, and comply with all
14 State requirements in accordance with Section Eighteen (18) ofthis Agreement.
15 2) All services performed by CONTRACTOR's psychiatric residents will
16 be documented and recorded on a mutually agreed-upon time sheet, including dates, times and areas
1 7 of service, with appropriate signatures.
18 C. CONTRACTOR's psychiatric residents shall create, maintain, and complete
19 mental health records and all necessary administrative, financial, and other consumer documentation
2 0 in a manner consistent with DBH Policy and Procedures and all laws ofthe State of California.
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3. RESPONSIBILITIES OF COUNTY
A. COUNTY's DBH shall make available a psychiatrist(s) for each site where a
2 3 resident is completing a clinical rotation, who shall be responsible for coordination and supervision of
24 CONTRACTOR's psychiatric resident(s). COUNTY's psychiatrist(s) must:
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26 Faculty;
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Qualify for and maintain academic appointment to CONTRACTOR's
Be board-eligible or board-certified in psychiatry;
Attend appropriate committee meetings, especially those involving
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1 issues related to CONTRACTOR's Psychiatric Resident Training Program;
2 4) Participate in didactic teaching and supervision of CONTRACTOR's
3 psychiatric residents in the Psychiatric Resident Training Program;
4 5) Ensure that CONTRACTOR's psychiatric resident clinical core rotations
5 and elective rotations shall be quality educational experiences; and
6 6) Review all medical records prepared by CONTRACTOR's psychiatric
7 resident( s) to ensure adequate documentation.
8 B. COUNTY shall provide a psychiatrist backup (clinical supervision and oversight
9 by a faculty member [COUNTY's psychiatrist], as described in Section 3.A of this Agreement) for all
1 0 clinical activities, in accordance with the requirements of the Psychiatry Residency Review
11 Committee of the Accreditation Council on Graduate Medical Education, including on-call activities.
12 The backup psychiatrist supervision and oversight may range from direct supervision to on-call, as
13 determined by COUNTY's psychiatrist determination of CONTRACTOR's psychiatric resident level
14 of training and clinical situation.
15 C. COUNTY shall provide access to COUNTY's client mental health records to
16 CONTRACTOR's psychiatric residents, in accordance to Section 2.C. ofthis Agreement.
17 D. COUNTY shall determine the eligibility of clients for services performed in
18 connection with this Agreement.
19 E. COUNTY shall be responsible to train CONTRACTOR's psychiatric residents
2 0 in the wellness and recovery model.
21 4. TERM
22 This Agreement shall become effective on the 151 day of July, 2015 and shall terminate
2 3 on the 30th day of June, 2018.
2 4 This Agreement shall be extended automatically for two (2) additional twelve (12)
2 5 month periods upon the same terms and conditions herein set forth, unless written notice of non-
2 6 renewal is given by CONTRACTOR or COUNTY or COUNTY's DBH Director or designee, no later
2 7 than sixty ( 60) days prior to the close of the current Agreement term.
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5. 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 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 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.
In no event shall any payment by the COUNTY constitute a waiver by
COUNTY of any breach ofthis Agreement or any default which may then exist on the part of
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to COUNTY
with respect to breach or default. COUNTY shall have the right to demand of CONTRACTOR the
repayment to COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in
the judgment of COUNTY were not expended in accordance with the terms of this Agreement.
CONTRACTOR shall promptly refund any such funds upon demand or, at COUNTY's option, such
repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement.
C. Without Cause -Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY, upon the giving of ninety (90) days
advance written notice of an intention to terminate.
6. COMPENSATION
2 4 It is agreed by all parties that the annual fiscal year rate increases will reflect the
25 Consumer Price Index (CPI) rate that is released during the last month of the current fiscal year not to
2 6 exceed a maximum increase of four ( 4) percent from the previous fiscal year's rate for each
2 7 subsequent fiscal year throughout the contract period not to exceed the maximum compensation
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1 amount of One Million, Nine Hundred Eighty-Four Thousand, Seventy-Three and No/100 Dollars
2 ($1,984,073.00).
3 CONTRACTOR shall provide up to seven (7) resident psychiatrists, three (3) days per week.
4 COUNTY shall pay CONTRACTOR Three Hundred Twenty-Two and 551100 Dollars ($322.55) plus
5 the CPI rate up to Three Hundred Thirty-Five and 45/100 Dollars ($335.45) for each eight (8) hour
6 day worked by each resident at any DBH facility/program during Fiscal Year (Fiscal Year or FY is
7 defined herein as July 1 through June 30) 2015-16. In the event the resident does not complete the
8 daily eight (8) hours, then payment for the partial day worked shall be made by prorating the daily
9 rate of up to Three Hundred Thirty-Five and 45/100 Dollars ($335.45) based on the actual hours
10 worked closest to fifteen (15) minute increments during Fiscal Year 2015-16. The total maximum
11 compensation for all residents under this Agreement shall not be in excess of Three Hundred Sixty-
12 Six Thousand, Three Hundred Fourteen and No/100 Dollars ($366,314.00) for Fiscal Year 2015-16.
13 COUNTY shall pay CONTRACTOR up to Three Hundred Forty-Eight and 871100
14 Dollars ($348.87) for each eight (8) hour day worked by each resident at any DBH facility/program
15 during Fiscal Year 2016-17. In the event the resident does not complete the daily eight (8) hours, then
16 payment for the partial day worked shall be made by prorating the daily rate of up to Three Hundred
17 Forty-Eight and 87/100 Dollars ($348.87) based on the actual hours worked closest to fifteen (15)
18 minute increments during Fiscal Year 2016-17. The total maximum compensation for all residents
19 under this Agreement shall not be in excess of Three Hundred Eighty Thousand, Nine Hundred Sixty-
2 0 Six and Noll 00 Dollars ($380,966.00) for Fiscal Year 2016-17.
21 COUNTY shall pay CONTRACTOR up to Three Hundred Sixty-Two and 82/100
2 2 Dollars ($362.82) for each eight (8) hour day worked by each resident at any DBH facility/program
23 during Fiscal Year 2017-2018. In the event the resident does not complete the daily eight (8) hours,
2 4 then payment for the partial day worked shall be made by prorating the daily rate of up to Three
2 5 Hundred Sixty-Two and 82/100 Dollars ($362.82) based on the actual hours worked closest to fifteen
2 6 (15) minute increments during Fiscal Year 2017-18. The total maximum compensation for all
2 7 residents under this Agreement shall not be in excess of Three Hundred Ninety-Six Thousand, Two
28 Hundred Five and No/100 Dollars ($396,205.00) for Fiscal Year 2017-18.
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1 COUNTY shall pay CONTRACTOR up to Three Hundred Seventy-Seven and 34/100
2 Dollars ($377.34) for each eight (8) hour day worked by each resident at any DBH facility/program
3 during Fiscal Year 2018-19. In the event the resident does not complete the daily eight (8) hours, then
4 payment for the partial day worked shall be made by prorating the daily rate of up to Three Hundred
5 Seventy-Seven and 34/100 Dollars ($377.34) based on the actual hours worked closest to fifteen (15)
6 minute increments during Fiscal Year 2018-19. The total maximum compensation for all residents
7 under this Agreement shall not be in excess of Four Hundred Twelve Thousand, Fifty-Three and
8 No/100 Dollars ($412,053.00) for Fiscal Year 2018-19.
9 COUNTY shall pay CONTRACTOR up to Three Hundred Ninety-Two and 43/100 Dollars
10 ($392.43) for each eight (8) hour day worked by each resident at any DBH facility/program during
11 Fiscal Year 2019-2020. In the event the resident does not complete the daily eight (8) hours, then
12 payment for the partial day worked shall be made by prorating the daily rate of up to Three Hundred
13 Ninety-Two and 43/100 Dollars ($392.43) based on the actual hours worked closest to fifteen (15)
14 minute increments during Fiscal Year 2019-2020. The total maximum compensation for all residents
15 under this Agreement shall not be in excess of Four Hundred Twenty-Eight Thousand, Five Hundred
16 Thirty-Five and Noll 00 Dollars ($428,535.00) for Fiscal Year 2019-2020.
17 There is no compensation for residents' time off, sick leave, or vacation. If the parties
18 determine that changes to Section Six (6) are necessary for any subsequent one (1) year period, the
19 parties agree to negotiate in good faith the compensation listed in this section and/or the number of
2 0 resident hours worked per Fiscal Year prior to the commencement of any additional one (1) year
21 period.
22 It is understood that all expenses incidental to CONTRACTOR's performance of
2 3 services under this Agreement shall be borne by CONTRACTOR.
2 4 Payment by COUNTY shall be in arrears, based on CONTRACTOR's monthly invoice
2 5 submitted for services provided during the preceding month, within forty-five ( 45) days after receipt,
2 6 verification and approval of CONTRACTOR's monthly invoices by COUNTY. In addition, it is
2 7 understood by CONTRACTOR that after ninety (90) days of the expiration of each term of this
28 Agreement or termination ofthis Agreement, at the discretion of COUNTY's DBH Director or
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1 designee, COUNTY reserves the right to deny payment of any additional invoices received. If
2 CONTRACTOR should fail to comply with any provision of this Agreement, COUNTY shall be
3 relieved of its obligation for further compensation.
4 7. INVOICING
5 CONTRACTOR shall invoice COUNTY electronically in arrears by the tenth (1Oth) of
6 each month for actual services rendered in the previous month, to: DBH-Invoices@co.fresno.ca.us.
7 Invoices shall reflect documented services provided at DBH facilities and programs and
8 shall be accompanied by time sheets of each of CONTRACTOR's psychiatric residents, described in
9 Section 2.B.2 of this Agreement. Invoices shall be in a form and in such detail as acceptable to
10 COUNTY's DBH. No reimbursement for services shall be made until invoices are received and
11 approved by COUNTY's DBH. In addition, for invoices received ninety (90) days after the
12 expiration of each term ofthis Agreement or termination ofthis Agreement, at the discretion of
13 COUNTY's DBH Director or designee, COUNTY reserves the right to deny payment of any
14 additional invoices received.
15 At the discretion of COUNTY's D BH Director or designee, if an invoice or time sheet is
16 incorrect or is otherwise not in proper form or substance, COUNTY shall have the right to withhold
17 payment as to only that portion of the invoice that is incorrect or improper upon five (5) days written
18 notice to CONTRACTOR (e-mail is acceptable).
19 8. INDEPENDENT CONTRACTOR
2 0 In performance of the work, duties, and obligations assumed by CONTRACTOR under
21 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
22 CONTRACTOR's officers, agents, employees, and residents, will at all times be acting and
2 3 performing as an independent contractor, and shall act in an independent capacity and not as an
24 officer, agent, servant, employee, joint venture, partner, or associate ofthe COUNTY. Furthermore,
2 5 COUNTY shall have no right to control or supervise or direct the manner or method by which
2 6 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to
2 7 administer this Agreement so as to verify that CONTRACTOR is performing its obligations in
2 8 accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with
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all applicable provisions of law and the rules and regulations, if any, of governmental authorities
having jurisdiction over matters directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR including any and
all of CONTRACTOR's officers, agents, employees, and residents, shall have absolutely no right to
employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to the COUNTY or to this Agreement.
9. MODIFICATION
1 0 Any matters of this Agreement may be modified from time to time by the written
11 consent of all the parties without, in any way, affecting the remainder.
12 10. NON-ASSIGNMENT
13 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
14 duties under this Agreement without the prior written consent of the other party.
11. INDEMNIFICATION; HOLD-HARMLESS 15
16 A. COUNTY shall defend, indemnify and hold CONTRACTOR, its officers,
17 employees, agents, and residents harmless from and against any and all liability, loss, expense
18 (including reasonable attorneys' fees and court costs), or claims for injury or damages arising out of
19 the performance of this Agreement but only in proportion to and to the extent such liability, loss,
2 0 expense, attorneys' fees, court costs or claims for injury or damages are caused by or result from the
21 negligent or intentional acts or omissions of COUNTY, its officers, employees ,or agents.
22 B. CONTRACTOR shall defend, indemnify and hold COUNTY, its officers,
23 employees and agents harmless from and against any and all liability, loss, expense (including
2 4 reasonable attorneys' fees and court costs), or claims for injury or damages arising out of the
2 5 performance of this Agreement but only in proportion to and to the extent such liability, loss, expense,
2 6 attorneys' fees, court costs or claims for injury or damages are caused by or result from the acts or
2 7 omissions of CONTRACTOR, its officers, employees, agents, or residents.
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1 12. INSURANCE
2 A. COUNTY shall at its option, obtain insurance or self-insure its activities in
3 connection with this Agreement maintaining coverage as follows:
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Professional Liability
Professional Medical coverage with limits of Three Million Dollars
($3,000,000.00) per occurrence, with a general aggregate ofTen Million
Dollars ($1 0,000,000.00).
General Liability Self-Insurance
General Liability coverage with a limit of One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) annual aggregate.
Worker's Compensation
Worker's Compensation as required by law.
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.
5) Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other
insurable risks relating to performance.
A Certificate of Self-Insurance stating the coverages referred to under this
Section 12.A. (1), (2), and (3) above shall be issued by COUNTY and name CONTRACTOR as a
Certificate Holder. Such a provision, however, shall only apply in proportion to and to the extent of
the negligent acts or omissions of COUNTY, its officers, agents, and/or employees. COUNTY, upon
the execution of this Agreement, shall furnish CONTRACTOR with Certificates oflnsurance
evidencing insurance coverages in compliance with the types and amounts as set forth above.
Certificates shall further provide for thirty (30) days advance written notice to CONTRACTOR of
any modification, change or cancellation of any of the above insurance coverages.
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1 B. CONTRACTOR shall self-insure its activities in connection with this
2 Agreement by maintaining programs of self-insurance as follows:
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Professional Liability
Professional Medical and Hospital Liability self-insurance with limits of
a minimum of Three Million Dollars ($3,000,000.00) per occurrence,
with a general aggregate of a minimum of Ten Million Dollars
($1 0,000,000.00).
General Liability
General Liability Self-Insurance Program with a limit of One Million
Dollars ($1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) annual aggregate.
Worker's Compensation
Worker's Compensation and Employer's Liability Self-Insurance
Program covering CONTRACTOR'S full liability as required by law
under Workers' Compensation Insurance and Safety Act ofthe State of
California and other applicable statutes as amended from time to time.
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.
5) Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other
insurable risks relating to performance.
It should be expressly understood, however, that the coverage required under
this Section 12.B. (1), (2), and (3) shall not in any way limit the liability of CONTRACTOR.
A Certificate of Self-Insurance stating the coverages referred to under (1), (2),
and (3) of this Section 12.B. shall be issued by CONTRACTOR and naming COUNTY, its officers,
agents, and employees, individually and collectively, as additionally insured. Such a provision,
however, shall only apply in proportion to and to the extent of the negligent acts or omissions of
CONTRACTOR, its officers, agents, residents, and/or employees. CONTRACTOR, upon the
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execution ofthis Agreement, shall furnish COUNTY with Certificates of Self-Insurance evidencing
compliance with all requirements. Certificates shall further provide for thirty (30) days advance
written notice to COUNTY of any modification, change or cancellation of any of the above self-
insurance coverage.
13. CONFIDENTIALITY
6 All services performed by CONTRACTOR under this Agreement shall be in strict
7 conformance with all applicable Federal, State of California and/or local laws and regulations relating
8 to confidentiality.
9 14. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
10 A. The parties to this Agreement shall be in strict conformance with all applicable
11 Federal and State of California laws and regulations, including but not limited to Sections 5328,
12 10850, and 14100.2 et seq. ofthe Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of
13 Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code, and the
14 Health Insurance Portability and Accountability Act (HIP AA), including but not limited to Section
15 1320 D et seq. of Title 42, United States Code (USC) and its implementing regulations, including, but
16 not limited to Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information Technology for
1 7 Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient
18 information, and the Genetic Information Nondiscrimination Act (GINA) of 2008 regarding the
19 confidentiality of genetic information.
2 0 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
21 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
2 2 activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such
2 3 use or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIP AA),
24 USC 1320d et seq. The uses and disclosures ofPHI may not be more expansive than those applicable
2 5 to COUNTY, as the "Covered Entity" under the HIPAA Privacy Rule ( 45 CFR 164.500 et seq.),
2 6 except as authorized for management, administrative or legal responsibilities of the Business
2 7 Associate.
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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
pennitted 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
10 any such identifYing information or genetic information to any person or entity, except as otherwise
11 specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law,
12 required by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI
13 that is permitted by this Agreement or authorized by law, CONTRACTOR shall make reasonable
14 efforts to limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or
15 request.
16 D. For purposes of the above sections, identifYing information shall include, but not
17 be limited to name, identifYing number, symbol, or other identifYing particular assigned to the
18 individual, such as finger or voice print, or photograph.
19 E. For purposes of the above sections, genetic information shall include genetic
2 0 tests of family members of an individual or individual, manifestation of disease or disorder of family
21 members of an individual, or any request for or receipt of, genetic services by individual or family
22 members. Family member means a dependent or any person who is first, second, third, or fourth
2 3 degree relative.
24 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the
2 5 time and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR
2 6 Section 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR
2 7 Section 164.524 regarding access by individuals to their PHI. With respect to individual requests,
2 8 access shall be provided within thirty (30) days from request. Access may be extended if
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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
12 reasonable beliefthat there has been unauthorized access, viewing, use, disclosure, security incident,
13 or breach ofunsecured PHI not permitted by this Agreement of which it becomes aware, immediately
14 and without reasonable delay and in no case later than two (2) business days of discovery. Immediate
15 notification shall be made to COUNTY's Information Security Officer and Privacy Officer and
16 COUNTY's DPH HIPAA Representative, within two (2) business days of discovery. The notification
1 7 shall include, to the extent possible, the identification of each individual whose unsecured PHI has
18 been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached.
19 CONTRACTOR shall take prompt corrective action to cure any deficiencies and any action
2 0 pertaining to such unauthorized disclosure required by applicable Federal and State Laws and
21 regulations. CONTRACTOR shall investigate such breach and is responsible for all notifications
22 required by law and regulation or deemed necessary by COUNTY and shall provide a written report
2 3 of the investigation and reporting required to COUNTY's Information Security Officer and Privacy
2 4 Officer and COUNTY's DPH HIPAA Representative. This written investigation and description of
25 any reporting necessary shall be postmarked within the thirty (30) working days ofthe discovery of
2 6 the breach to the addresses below:
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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
County of Fresno
Information Technology Services
Information Security Officer
(559) 600-5800
2048 N. Fine Street
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 HIP AA' 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
19 CONTRACTOR shall implement administrative, physical, and technical
2 0 safeguards as required by the HIP AA Security Rule,' Subpart C of 45 CFR 164, that reasonably and
21 appropriately protect the confidentiality, integrity, and availability ofPHI, including electronic PHI,
2 2 that it creates, receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized
2 3 access, viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
24 CONTRACTOR shall conduct an accurate and thorough assessment ofthe potential risks and
2 5 vulnerabilities to the confidential, integrity and availability of electronic PHI. CONTRACTOR shall
2 6 develop and maintain a written information privacy and security program that includes administrative,
2 7 technical and physical safeguards appropriate to the size and complexity of CONTRACTOR's
28 operations and the nature and scope of its activities. Upon COUNTY's request, CONTRACTOR
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1 shall provide COUNTY with information concerning such safeguards.
2 CONTRACTOR shall implement strong access controls and other security
3 safeguards and precautions in order to restrict logical and physical access to confidential, personal
4 (e.g., PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include
5 the following administrative and technical password controls for all systems used to process or store
6 confidential, personal, or sensitive data:
7 1) Passwords must not be:
8 a) Shared or written down where they are accessible or recognizable
9 by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
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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
1 7 four ( 4) groups from the standard keyboard:
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i)
ii)
iii)
iv)
Upper case letters (A-Z);
Lowercase letters (a-z);
Arabic numerals (0 through 9); and
Non-alphanumeric characters (punctuation symbols).
22 CONTRACTOR shall implement the following security controls on each
2 3 workstation or portable computing device (e.g., laptop computer) containing confidential,
2 4 personal, or sensitive data:
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1)
2)
3)
Network-based firewall and/or personal firewall;
Continuously updated anti-virus software; and
Patch management process including installation of all operating
2 8 system/software vendor security patches.
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1 CONTRACTOR shall utilize a commercial encryption solution that has received
2 FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
3 electronic media (including, but not limited to, compact disks and thumb drives) and on portable
4 computing devices (including, but not limited to, laptop and notebook computers).
5 CONTRACTOR shall not transmit confidential, personal, or sensitive data viae-
6 mail or other internet transport protocol unless the data is encrypted by a solution that has been
7 validated by the National Institute of Standards and Technology (NIST) as conforming to the
8 Advanced Encryption Standard (AES) Algorithm. CONTRACTOR must apply appropriate sanctions
9 against its employees who fail to comply with these safeguards. CONTRACTOR must adopt procedures for
1 0 terminating access to PHI when employment of employee ends.
11 J. Mitigation of Harmful Effects
12 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that
13 is suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or
14 breach of PHI by CONTRACTOR or its subcontractors in violation of the requirements ofthese
15 proVISions. CONTRACTOR must document suspected or known harmful effects and the outcome.
16 K. CONTRACTOR's Subcontractors
1 7 CONTRACTOR shall ensure that any of its contractors, including
18 subcontractors, if applicable, to whom CONTRACTOR provides PHI received from or created or
19 received by CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and
2 0 conditions that apply to CONTRACTOR with respect to such PHI and to incorporate, when
21 applicable, the relevant provisions of these provisions into each subcontract or sub-award to such
2 2 agents or subcontractors.
23 L. Employee Training and Discipline
2 4 CONTRACTOR shall train and use reasonable measures to ensure compliance
2 5 with the requirements of these provisions by employees who assist in the performance of functions or
2 6 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
2 7 employees who intentionally violate any provisions of these provisions, including termination of
2 8 employment.
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1 M. Termination for Cause
2 Upon COUNTY's knowledge of a material breach of these provisions by
3 CONTRACTOR, COUNTY shall either:
4 1) Provide an opportunity for CONTRACTOR to cure the breach or end the
5 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the
6 violation within the time specified by COUNTY; or
7 2) Immediately terminate this Agreement if CONTRACTOR has breached
8 a material term of these provisions and cure is not possible.
9 3) If neither cure nor termination is feasible, the COUNTY's Privacy
10 Officer shall report the violation to the Secretary of the U.S. Department of Health and Human
11 Services.
12 N. Judicial or Administrative Proceedings
13 COUNTY may terminate this Agreement in accordance with the terms and
14 conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a
15 criminal proceeding for a violation of the HIP AA Privacy or Security Laws or the HITECH Act; or
16 (2) a finding or stipulation that the CONTRACTOR has violated a privacy or security standard or
1 7 requirement of the HITECH Act, HIP AA or other security or privacy laws in an administrative or
18 civil proceeding in which the CONTRACTOR is a party.
19 0. Effect of Termination
2 0 Upon termination or expiration of this Agreement for any reason,
21 CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received by
2 2 CONTRACTOR on behalf of COUNTY) that CONTRACTOR still maintains in any form, and shall
2 3 retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to extend
2 4 the protections of these provisions to such information, and limit further use of such PHI to those
2 5 purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI
2 6 that is in the possession of subcontractors or agents, if applicable, of CONTRACTOR. If
2 7 CONTRACTOR destroys the PHI data, a certification of date and time of destruction shall be
2 8 provided to the COUNTY by CONTRACTOR.
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1 P. Disclaimer
2 COUNTY makes no warranty or representation that compliance by
3 CONTRACTOR with these provisions, the HITECH Act, HIP AA or the HIP AA regulations will be
4 adequate or satisfactory for CONTRACTOR's own purposes or that any information in
5 CONTRACTOR's possession or control, or transmitted or received by CONTRACTOR, is or will be
6 secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
7 responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
8 Q. Amendment
9 The parties acknowledge that Federal and State laws relating to electronic data
10 security and privacy are rapidly evolving and that amendment of these provisions may be required to
11 provide for procedures to ensure compliance with such developments. The parties specifically agree
12 to take such action as is necessary to amend this agreement in order to implement the standards and
13 requirements of HIP AA, the HIP AA regulations, the HITECH Act and other applicable laws relating
14 to the security or privacy ofPHI. COUNTY may terminate this Agreement upon thirty (30) days
15 written notice in the event that CONTRACTOR does not enter into an amendment providing
16 assurances regarding the safeguarding ofPHI that COUNTY in its sole discretion, deems sufficient to
1 7 satisfy the standards and requirements of HIP AA, the HIP AA regulations and the HITECH Act.
18 R. No Third-Party Beneficiaries
19 Nothing express or implied in the terms and conditions ofthese provisions is
2 0 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
21 CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or
2 2 liabilities whatsoever.
23 S. Interpretation
2 4 The terms and conditions in these provisions shall be interpreted as broadly as
2 5 necessary to implement and comply with HIP AA, the HIP AA regulations and applicable State laws.
2 6 The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
2 7 in favor of a meaning that complies and is consistent with HIP AA and the HIP AA regulations.
28 ///
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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 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.
15. 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 for
telecommuting purposes;
B.
2)
3)
Current virus protection software is in place;
Mobile device has the remote wipe feature enabled; and
4) A secure connection is used.
CONTRACTOR-Owned Computers or Computer Peripherals
CONTRACTOR may not bring CONTRACTOR-owned computers or computer
2 8 peripherals into the COUNTY for use without prior authorization from the COUNTY's Chief
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1 Information Officer, and/or designee(s), including but not limited to mobile storage devices. If data is
2 approved to be transferred, data must be stored on a secure server approved by the COUNTY and
3 transferred by means of a Virtual Private Network (VPN) connection, or another type of secure
4 connection. Said data must be encrypted.
5 c. COUNTY -Owned Computer Equipment
6 CONTRACTOR or anyone having an employment relationship with the
7 COUNTY may not use COUNTY computers or computer peripherals on non-COUNTY premises
8 without prior authorization from the COUNTY's Chieflnformation Officer, and/or designee(s).
9 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive
1 0 data on any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
11 E. CONTRACTOR shall be responsible to employ strict controls to ensure the
12 integrity and security of COUNTY's confidential information and to prevent unauthorized access,
13 viewing, use or disclosure of data maintained in computer files, program documentation, data
14 processing systems, data files and data processing equipment which stores or processes COUNTY
15 data internally and externally.
16 F. Confidential client information transmitted to one party by the other by means of
17 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
18 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
19 G. CONTRACTOR is responsible to immediately notify COUNTY of any
2 0 violations, breaches or potential breaches of security related to COUNTY's confidential information,
21 data maintained in computer files, program documentation, data processing systems, data files and
2 2 data processing equipment which stores or processes COUNTY data internally or externally.
23 H. COUNTY shall provide oversight to CONTRACTOR's response to all incidents
2 4 arising from a possible breach of security related to COUNTY's confidential client information
2 5 provided to CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected
2 6 individuals as required by law or as deemed necessary by COUNTY in its sole discretion.
2 7 CONTRACTOR will be responsible for all costs incurred as a result of providing the required
2 8 notification.
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16. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religion, color, national origin, ancestry, physical disability, medical condition, marital status,
age or gender, pursuant to all applicable State and Federal statutes and regulations.
17. LICENSES/CERTIFICATES
7 Throughout each term of this Agreement, CONTRACTOR and CONTRACTOR's
8 psychiatric residents shall maintain all necessary licenses, permits, approvals, certificates, waivers and
9 exemptions necessary for the provision of the services hereunder and required by the laws and
10 regulations ofthe United States of America, State of California, the County ofFresno, and any other
11 applicable governmental agencies. CONTRACTOR shall notify COUNTY immediately in writing of
12 its inability to obtain or maintain such licenses, permits, approvals, certificates, waivers and
13 exemptions irrespective of the pendency of any appeal related thereto. Additionally, CONTRACTOR
14 and CONTRACTOR's psychiatric residents shall comply with all applicable laws, rules or
15 regulations, as may now exist or be hereafter changed.
16 18. COMPLIANCE WITH STATE REQUIREMENTS
17 CONTRACTOR recognizes that COUNTY operates its mental health system under an
18 agreement with the State of California Department of Health Care Services, and that under said
19 agreement the State imposes certain requirements on COUNTY and its subcontractors.
2 0 CONTRACTOR shall adhere and be responsible for compliance as of the effective date of each
21 Federal, State or local law or regulation specified, including those identified in Exhibit A "State
2 2 Mental Health Requirements," attached hereto and by this reference incorporated herein and made
2 3 part of this Agreement.
24 19. CONFLICT OF INTEREST
2 5 No officer, agent, or employee of COUNTY who exercises any function or
2 6 responsibility for planning and carrying out the services provided under this Agreement shall have
2 7 any direct or indirect personal financial interest in this Agreement. CONTRACTOR shall comply
2 8 with all Federal and State of California conflict of interest laws, statutes, and regulations, which shall
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be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee
of the COUNTY.
20. INTERPRETATION
This Agreement is the result of arms-length negotiations between the parties and shall
be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not
be construed against either party.
21. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as COUNTY may
deem necessary, make available to COUNTY for examination all of its records and data with respect
to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit
COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
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 section
8546.7).
22. DISCLOSURE-CRIMINAL HISTORY & CIVIL ACTIONS
CONTRACTOR is required to disclose if any of the following conditions apply to
19 them, their owners, officers, corporate managers and partners (hereinafter collectively referred to as
2 0 "CONTRACTOR"):
21 A. Within the three (3) year period preceding the Contract award, they have been
2 2 convicted of, or had a civil judgment rendered against them for:
2 3 1) Fraud or a criminal offense in connection with obtaining, attempting to
2 4 obtain, or performing a public (federal, state, or local) transaction or contract under a public
2 5 transaction;
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3)
Violation of a federal or state antitrust statute;
Embezzlement, theft, forgery, bribery, falsification, or destruction of
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4) False statements or receipt of stolen property. 1
2 B. Within a three (3) year period preceding their bid proposal, they have had a
3 public transaction (federal, state, or local) terminated for cause or default.
4 Disclosure of the above information will not automatically eliminate CONTRACTOR
5 from further business consideration. The information will be considered as part of the
6 determination of whether to continue and/or renew the Contract and any additional information or
7 explanation that a CONTRACTOR elects to submit with the disclosed information will be
8 considered. If it is later determined that the CONTRACTOR failed to disclose required
9 information, any contract awarded to such CONTRACTOR may be immediately voided and
1 0 terminated for material failure to comply with the terms and conditions of the award.
11 CONTRACTOR must sign the "Certification Regarding Debarment, Suspension, and
12 Other Responsibility Matters" form set forth in Exhibit B, attached hereto and by this reference
13 incorporated herein upon execution of said Agreement. Additionally, CONTRACTOR must
14 immediately advise the County in writing if, during the term of the agreement: (1) CONTRACTOR
15 becomes suspended, debarred, excluded or ineligible for participation in federal or state funded
16 programs or from receiving federal funds as listed in the excluded parties list system
17 (http://www.sam.gov); or (2) any of the above listed conditions become applicable to
18 CONTRACTOR. CONTRACTOR shall indemnify, defend and hold the COUNTY harmless for
19 any loss or damage resulting from a conviction, debarment, exclusion, ineligibility or other matter
2 0 listed in the signed Certification Regarding Debarment, Suspension, and Other Responsibility
21 Matters.
22 23. DISCLOSURE OF SELF -DEALING TRANSACTIONS
23 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
2 4 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
2 5 changes its status to operate as a corporation.
26 Members ofthe CONTRACTOR's Board ofDirectors shall disclose any self-dealing
2 7 transactions that they are a party to while CONTRACTOR is providing goods or performing services
2 8 under this agreement. A self-dealing transaction shall mean a transaction to which the
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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" -Exhibit C, attached hereto
and by this reference incorporated herein. The Self-Dealing Transaction Disclosure Form shall be
submitted to the COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
24. DISCLOSURE OF OWNERSIDP 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)(l)-(2).
In accordance with C.P.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 D,
"Disclosure of Ownership and Control Interest Statement", attached hereto and by this reference
incorporated herein. CONTRACTOR shall submit this form to the Department of Behavioral Health
within thirty (30) days of the effective date ofthis Agreement. Additionally, CONTRACTOR shall
report any changes to this information within thirty five (35) days of occurrence by completing
Exhibit D, "Disclosure of Ownership and Control Interest Statement." Submissions shall be scanned
PDF copies and are to be sent via email to DBHAdministration@co.fresno.ca.us attention: Contracts
Administration:
A. Name and address of any person(s) whether it be an individual or corporation
with an ownership or controlling interest in the disclosing entity or managed care entity
1) Address must include the primary business address, every business
location and P.O. Box address(es)
2) Date of birth and Social Security Number for individuals
3) Tax identification number for other corporations or entities with
ownership or controlling interest in the disclosing entity
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1 B. Any subcontractor(s) in which the disclosing entity has five (5) percent or more
2 interest
3 c. Whether the person(s) with an ownership or controlling interest of the disclosing
4 entity is related to another person having ownership or controlling interest as a parent, spouse, sibling
5 or child. Including whether the person(s) with ownership or controlling interest of the disclosing
6 entity is related to a person (parent, spouse, sibling or child) with ownership or has five (5) percent or
7 more interest in any of its subcontractors
8 D. Name of any other disclosing entity in which an owner of the disclosing entity
9 has an ownership or control interest.
10 E. The ownership of any subcontractor with whom the provider has had business
11 transactions totaling more than Twenty-Five Thousand and Noll 00 Dollars ($25,000) during the
12 twelve (12) month period ending on the date ofthe request; and
13 F. Any significant business transactions between the provider and any wholly
14 owned supplier, or between the provider and any subcontractor, during the five (5) year period ending
15 on the date of the request.
16 G. Any person(s) with an ownership or control interest in the provider, or agent or
1 7 managing employee of the provider; and
18 1) Has been convicted of a criminal offense related to that person's
19 involvement in any program under Medicare, Medicaid, or the title XX services program since the
2 0 inception of those programs.
21 H. The ownership of any subcontractor with whom the provider has had business
22 transactions totaling more than Twenty-Five Thousand and No/100 Dollars ($25,000.00) during the
2 3 twelve ( 12) month period ending on the date of the request; and
24 I. Any significant business transactions between the provider and any wholly
2 5 owned supplier, or between the provider and any subcontractor, during the five (5) year period
2 6 ending on the date of the request.
25. CULTURAL COMPETENCY 27
28 As related to Cultural and Linguistic Competence, CONTRACTOR shall comply with:
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1 A. Title 6 ofthe Civil Rights Act of 1964 (42 U.S.C. Section 2000d, and 45 C.P.R.
2 Part 80) and Executive Order 12250 of 1979 which prohibits recipients of federal financial assistance
3 from discriminating against persons based on race, color, national origin, sex, disability or religion.
4 This is interpreted to mean that a limited English proficient (LEP) individual is entitled to equal
5 access and participation in federally funded programs through the provision of comprehensive and
6 quality bilingual services.
7 B. Policies and procedures for ensuring access and appropriate use of trained
8 interpreters and material translation services for all LEP consumers, including, but not limited to,
9 assessing the cultural and linguistic needs of its consumers, training of staff on the policies and
10 procedures, and monitoring its language assistance program. The CONTRACTOR's procedures must
11 include ensuring compliance of any sub-contracted providers with these requirements.
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D.
CONTRACTOR shall not use minors as interpreters.
CONTRACTOR shall provide and pay for interpreting and translation services
14 to persons participating in CONTRACTOR's services who have limited or no English language
15 proficiency, including services to persons who are deaf or blind. Interpreter and translation services
16 shall be provided as necessary to allow such participants meaningful access to the programs, services
17 and benefits provided by CONTRACTOR. Interpreter and translation services, including translation
18 of CONTRACTOR's "vital documents" (those documents that contain information that is critical for
19 accessing CONTRACTOR's services or are required by law) shall be provided to participants at no
2 0 cost to the participant. CONTRACTOR shall ensure that any employees, agents, subcontractors, or
21 partners who interpret or translate for a program participant, or who directly communicate with a
2 2 program participant in a language other than English, demonstrate proficiency in the participant's
2 3 language and can effectively communicate any specialized terms and concepts peculiar to
24 CONTRACTOR's services.
25 E. In compliance with the State mandated Culturally and Linguistically
2 6 Appropriate Services standards as published by the Office of Minority Health, CONTRACTOR must
2 7 submit to COUNTY for approval, within sixty (60) days from date of contract execution,
2 8 CONTRACTOR's plan to address all fifteen national cultural competency standards as set forth in the
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"National Standards on Culturally and Linguistically Appropriate Services (CLAS)"
(http://minorityhealth.hhs.gov/assets/pdf/checked/finalreport.pd!). 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."
26. NOTICES
7 The persons having authority to give and receive notices under this Agreement and their
8 addresses include the following:
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COUNTY
Director, Fresno County
Department of Behavioral Health
4441 E. Kings Canyon Road
Fresno, CA 93702
CONTRACTOR
Dr. Joan Voris
Associate Dean
University of California,
San Francisco-Fresno Medical Education Program
155 N. Fresno Street
Fresno, CA 93701
14 Any and all notices between COUNTY and CONTRACTOR provided for or permitted
15 under this Agreement shall be in writing and shall be deemed duly served when personally delivered
16 to one of the parties, or in lieu of such personal service, when deposited in the United States Mail,
1 7 postage prepaid, addressed to such party.
18 27. GOVERNING LAW
19 The parties agree that for the purpose of venue, performance under this Agreement is in
2 0 Fresno County, California.
21 The rights and obligations of the parties and all interpretation and performance of this
2 2 Agreement shall be governed in all respects by the laws of the State of California.
23 28. ENTIRE AGREEMENT
2 4 This Agreement, including all Exhibits, constitutes the entire Agreement between
2 5 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
2 6 agreement negotiations, proposals, commitments, writings, advertisements, publications, and
2 7 understandings of any nature whatsoever unless expressly included in this Agreement.
28 ///
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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 ATTEST:
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CONTRACTOR:
REGENTS OF THE UNIVERSITY OF
CALIFORNIA, dba UNIVERSITY OF
CALIFORNIA, SAN FRANCISCO,
SCHOOL OF MEDICINE-FRESNO
MEDICAL EDUCATION PROGRAM
Title:------------
Michael Peterson, M.D.
Associate Dean
Title:------------
Financial Officer
Michael Peterson, M.D.
Associate Dean
Mailing Address:
155 N. Fresno Street Fresno, CA 93701
Phone No.: (559) 499-6427
COUNTY OF FRESNO
Date: ~ 2., 201~
BERNICE E. SEIDEL, Clerk
Board of Supervisors
~ ~~ c_._ ~-):r_p_J, __ G
Date: A. ~ o l ;lc \ S""
(
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
Contact: Michael Peterson, M.D. Associate Dean
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APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
By: __ ~--~~--~------------
APPROVED AS TO OUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
REVIEWED AND RECOMMENDED FOR
APPROVAL:
~~~an=r~ fer
Department of Behavioral Health
Fund/Subclass:
Organization:
Account/Program:
Fiscal Year (FY)
FY 2015-16
FY 2016-17
FY 2017-18
FY 2018-19
FY 2019-20
0001/10000
56304756
7294/0
Max Total
$366,314.00
$380,966.00
$396,205.00
$412,053.00
$428,535.00
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STATE MENTAL HEALTH REQUIREMENTS
1. CONTROL REQUIREMENTS
Exhibit A
Page I of2
COUNTY and its subcontractors shall provide services in accordance with all applicable
Federal and State statutes and regulations.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by the COUNTY Mental Health Program
(directly or through contract) providing Short-Doyle/Medi-Cal services have met
applicable professional licensure requirements pursuant to Business and Professions and
Welfare and Institutions Codes.
3. CONFIDENTIALITY
A. CONTRACTOR shall comply with applicable laws and regulations, including
but not limited to section 5328 et seq. of the California Welfare and Institutions
Code regarding the confidentiality of patient information.
B. CONTRACTOR shall protect, from unauthorized disclosure, names and other
identifying information concerning persons receiving services pursuant to this
contract, except for statistical information. This pertains to any and all persons
receiving services pursuant to a Department of Mental Health funded program.
CONTRACTOR shall not use such identifying information for any purpose other
than carrying out the CONTRACTOR's obligations under this contract.
C. CONTRACTOR shall not disclose, except as otherwise specifically permitted by
this contract or authorized by the client/patient, any such identifying information
to anyone other than the County or State without prior written authorization from
the County or State in accordance with State and Federal laws.
D. For purposes ofthe above paragraphs, identifying information shall include, but
not be limited to, name, identifying number, symbol, or other identifying
particular assigned to the individual, such as finger or voice print, or a
photograph.
4. NONDISCRIMINATION
A. CONTRACTOR shall not employ any unlawful discriminatory practices in the
admission of patients, assignment of accommodations, treatment, evaluation,
employment of personnel, or in any other respect on the basis of race, color,
gender, religion, marital status, national origin, age, sexual preference, or mental
or physical handicap, in accordance with the requirements of applicable Federal
or State Law.
0042adbh
Exhibit A
Page 2 of2
B. During the performance of this contract, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment because of race,
religion, color, national origin, ancestry, mental or physical handicap, medical
condition, marital status, age, or sex. CONTRACTOR shall comply with the
provisions of the Americans with Disabilities Act of 1990, the Fair Employment
and Housing Act (Government Code, section 12900, et seq.), and the applicable
regulations promulgated thereunder (California Code of Regulations, Title 2,
section 7285 et seq.). CONTRACTOR shall ensure that the evaluation and
treatment of their employees and applicants for employment are free of such
discrimination. The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, section 12990, set forth in Chapter
5, Division 4 of Title 2 of the California Code of Regulations are incorporated
into this contract by reference and made a part hereof as if set forth in full.
CONTRACTOR shall give written notice of its obligations under this clause to
labor organizations with which they have a collective bargaining or other
agreement.
C. CONTRACTOR shall comply with the provisions of section 504 of the
Rehabilitation Act of 1973, as amended, pertaining to the prohibition of
discrimination against qualified handicapped persons in all federally assisted
programs or activities, as detailed in regulations signed by the Secretary of Health
and Welfare Agency, effective June 2, 1977, and found in the Federal Register,
Volume 42, No. 86, dated May 4, 1977.
5. PATIENTS' RIGHTS
CONTRACTOR shall comply with applicable laws and regulations, including but not
limited to, laws, regulations, and State policies relating to patients' rights.
0042adbh
Exhibit B
Page I of2
CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED
TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is providing
the certification set out below.
2. The inability of a person to provide the certification required below will not necessarily
result in denial of participation in this covered transaction. The prospective participant shall
submit an explanation of why it cannot provide the certification set out below. The
certification or explanation will be considered in connection with the department or
agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify
such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which reliance was
placed when the department or agency determined to enter into this transaction. If it is
later determined that the prospective primary participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the
department or agency may terminate this transaction for cause or default.
4. The prospective primary participant shall provide immediate written notice to the
department or agency to which this proposal is submitted if at any time the prospective
primary participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant, person,
primary covered transaction, principal, proposal, and voluntarily excluded, as used in this
clause, have the meanings set out in the Definitions and Coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which
this proposal is being submitted for assistance in obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment of a system
of records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
CERTIFICATION
Exhibit B
Page 2 of2
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it,
its owners, officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State
or local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
(c) Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State or local) terminated for cause or default.
(2) Where the prospective primary participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
Signature: Date:
(Printed Name & Title) (Name of Agency or Company)"
SELF-DEAUNG TRANSACTION DISO.OSURE FORM
Exhibit C
Page 1 of2
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor''), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
'-:.4 self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
Exhibit C
Page 2 of2
(4) Explain why this self-dealing transaction Is consistent with the requirements of Corporations Code 5233 (a)
(5) Authorized Signature
Signature: j Date: l
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of entity D/B/A
Address (number, street) City
CLIA number Taxpayer ID number {EIN) Telephone number
Exhibit D
Page 1 of2
ZIP code
A. list the names, addresses, date of birth, SSN, and EIN if applicable for any person(s) whether it be an individual or corporation with
an ownership or controlling interest in the disclosing entity or managed care entity. If a person(s) with an ownership or controlling
interest of the disclosing entity is related to another person having ownership or controlling interest as a parent, spouse, sibling or
child . Including whether the person(s) with ownership or controlling interest of the disclosing entity is related to a person (parent,
spouse, sibling or child) with ownership or has five (5) percent or more interest in any of its subcontractors please list under
Remarks section.
I NAME I ADDRESS I EIN/SSN
B. list the names, addresses, and EIN if applicable for any subcontractor(s) in which the disclosing entity has five (5) percent or more
interest.
I NAME I ADDRESS I EIN
C. list the names, addresses, and EIN of any other disclosing entity in which an owner of the disclosing entity has an ownership or
control interest. I NAME I ADDRESS
D. List the names, addresses, date of birth, SSN of Any person(s) with an ownership or control interest in the provider, or agent or
managing employee of the provider; and has been convicted of a criminal offense related to that person's involvement in any
program under Medicare, Medicaid, or the title XX services program since the inception of those programs.
I NAME I ADDRESS I EIN/SSN
E. list any significant business transactions between the provider and any wholly owned supplier, or between the provider and any
subcontractor, during the 5-year period ending on the date of the request. If additional space is needed, attach additional sheets of
paper and indicate the question being answered.
I Nam~ of Supplier: I
Explarn:
F. List eac~ person~ including corporate o~icers and directo~s for corporations and all partners in partnerships, with an ownership or
control mterest rn any subcontractor w1th whom the applicant or provider has had business transactions totaling more than
$25,000 during the 12-month period preceding the date of the request.
I NAME I ADDRESS I EIN/SSN I DOB
Exhibit D
Page 2 of2
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative (typed) Title
Signature Date
Remarks