HomeMy WebLinkAboutAgreement A-20-190 with Contractor, listed in Exhibit A.pdfAgreement No . 20-190
1 MASTER AGREEMENT
2 THIS AGREEMENT is made and entered into this .2.filh_day of May , 2020 , by and between
3 the COUNTY OF FRESNO , a Political Subdivision of the State of California , hereinafter referred to as
4 "COUNTY ", and each CONTRACTOR , listed in Exhibit A "List of Contractors ", attached hereto and by
5 this reference incorporated herein , and collectively hereinafter referred to as "CONTRACTOR(S)", and
6 such additional CONTRACTOR(S) as may , from time to time during the term of this Agreement , be
7 added by COUNTY . Reference in this Agreement to "parties " shall be understood to refer to COUNTY
8 and each individual CONTRACTOR , unless otherwise specified .
9 WITNESSETH:
10 WHEREAS , COUNTY , through its Department of Behavioral Health (DBH), has a need for
11 transportation services to be provided on a twenty-four (24) hours per day , seven (7) days a week basis
12 to transport mental health clients as specified in this Agreement ; and
13 WHEREAS , COUNTY , through its DBH , is a Mental Health Plan (MHP), as defined in Title 9 of
14 the California Code of Regulations (CCR), section 1810.226 ; and
15 WHEREAS , CONTRACTOR(S) are qualified and willing to provide said services pursuant to the
16 terms and conditions of this Agreement ; and
17 NOW, THEREFORE, in consideration of their mutual covenants and conditions , the parties
18 hereto agree as follows :
1. SERVICES 19
20 A. CONTRACTOR(S) shall perform all services and fulfill all responsibilities as set
21 forth in Exhibit B, "Scope of Work ", attached hereto and by this reference incorporated herein , as well
22 as COUNTY 's RFQ No . 20-037 dated January 31 , 2020 , and Addendum No . One (1) to COUNTY 's
23 RFQ No . 20-037 dated February 14 , 2020 (collectively referred to herein as COUNTY's Revised RFQ),
24 and CONTRACTOR '(S)' response to COUNTY 's Revised RFQ dated February 26 2020 , all incorporate
25 herein by reference and made part of this Agreement. In the event of any inconsistencies among these
26 documents, the inconsistency shall be resolved by giving precedence in the following order of priority :
27 (1) to the Agreement , including all Exhibits ; (2) to COUNTY 's Revised RFQ ; and (3) to the Response(s)
28 to COUNTY 's Rev ised RFQ .
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2. TERM
This Agreement shall become effective on 1st day of July 2020 and shall terminate on
the 30th day of June 2023.
Effective July 1st, 2023, this Agreement, subject to satisfactory outcomes performance
and subject to available funding each year, shall be extended for two (2) additional twelve (12) month
periods upon the same terms and conditions herein set forth, unless written notice of non-renewal is
given by COUNTY or CONTRACTOR(S) or COUNTY’s DBH Director or designee, not later than sixty
(60) days prior to the close of the current Agreement term.
CONTRACTOR(S) added to this Agreement after the execution date shall become part
of the Agreement effective upon the date the executed signature page is received and approved by the
COUNTY’s DBH Director, or designee, as set forth in Section Eight (8) of this Agreement.
The June 30th termination date specified herein shall be the termination date for all
CONTRACTOR(S), regardless of when CONTRACTOR is added to this Agreement. Any twelve (12)
month renewal period of this Agreement for any CONTRACTOR already providing services under this
Agreement shall commence on July 1st of the then current fiscal year.
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(S) 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.
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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(S).
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
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 designee, or one (1) or
more CONTRACTOR(S) upon the giving of sixty (60) days advance written notice of an intention to
terminate, with notice to the County.
4. COMPENSATION
COUNTY agrees to pay CONTRACTOR(S) and CONTRACTOR(S) agree to receive
compensation in accordance with the rates set forth within each CONTRACTORS’ respective Quotation
Schedule attached hereto as Exhibit C-1 and C-2 and incorporated herein by this reference. In no event
shall the annual contract maximum exceed Six Hundred Thousand and No/100 Dollars ($600,000.00)
for each twelve (12) month period of this Agreement for all CONTRACTOR(S) combined. In no event
shall services performed under this Agreement be in excess of Three Million and No/100 Dollars
($3,000,000.00) during the term of this Agreement for all CONTRACTOR(S).
Payment shall be made upon certification or other proof satisfactory to COUNTY’s DBH
that services have actually been performed by CONTRACTOR(S) as specified in this Agreement.
A. It is understood that all expenses incidental to CONTRACTOR(S)’s performance
of services under this Agreement shall be borne by CONTRACTOR(S). If CONTRACTOR(S) fails to
comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for further
compensation.
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B. Payments shall be made by COUNTY to CONTRACTOR(S) in arrears, for
services provided during the preceding month, within forty-five (45) days after the date of receipt and
approval by COUNTY of the monthly invoicing as described in Section Five (5) herein. Payments shall
be made after receipt and verification of actual expenditures incurred by CONTRACTOR(S), as
identified in Exhibit C-1 and C-2 and shall be documented to COUNTY on a monthly basis by the tenth
(10th) of the month following the month of said expenditures.
C. 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.
All final claims, including actual cost per service, and/or any final budget
modification requests shall be submitted by CONTRACTOR(S) within sixty (60) days following the final
month of service for which payment is claimed. No action shall be taken by COUNTY on claims
submitted beyond the sixty (60) day closeout period. Any compensation which is not expended by
CONTRACTOR(S) pursuant to the terms and conditions of this Agreement shall automatically revert to
COUNTY.
D. It is understood by CONTRACTOR(S) and COUNTY that this Agreement is
funded with mental health funds to serve individuals who are seriously mentally ill (SMI) or have serious
emotional disturbances (SED).
E. In the event that funding for these services is delayed by the State Controller,
COUNTY may defer payments to CONTRACTOR(S). The amount of the deferred payment shall not
exceed the amount of funding delayed by the State Controller to 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(S) shall invoice COUNTY in arrears by the tenth (10th) of each
month for actual services provided during the prior month to DBH-Invoices@fresnocountyca.gov ,
dbhinvoicereview@fresnocountyca.gov , dbhcontractedservicesdivision@fresnocountyca.gov , and a
carbon copy to the assigned DBH Mental Health Contracts Staff Analyst. Invoices and reports shall be
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in such detail as acceptable to COUNTY’s DBH, as described in this section herein and in Section
Fourteen (14) of this Agreement.
B. 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(S). CONTRACTOR(S) agrees to continue to provide
services for a period of ninety (90) days after notification of an incorrect or improper invoice. If after the
ninety (90) day period, the invoice(s) 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 Section 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 designee, COUNTY’s DBH shall have the right to deny
payment of any additional invoices received.
C. Monthly invoices shall include a client roster, identifying the number of
transportation requests received, client names, dates and times of service, delivery and drop off
locations, and any incomplete transportation requests.
D. CONTRACTOR(S) shall remit to COUNTY on a quarterly basis, a summary
report of total operational costs and volume of service unit to report the actual costs per unit compared
to the negotiated rate, as identified in Exhibit C-1 and C-2, to report interim cost per unit. The quarterly
reports will be used by COUNTY to ensure compliance with federal reimbursements certified public
expenditures.
E. CONTRACTOR(S) must report all third party collections from other funding
sources such as private insurance, client private pay or any other third party. COUNTY expects the
invoice for reimbursement to equal the amount due CONTRACTOR less any funding sources not
eligible for Federal reimbursement and any other revenues generated by CONTRACTOR (i.e., private
insurance, etc).
F. CONTRACTOR(S) will remit annually within ninety (90) days from June 30, a
schedule to provide the required information on published charges (PC) for all authorized services. The
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published charge listing will serve as a source document to determine the CONTRACTOR(S)’s usual
and customary charge prevalent in the public mental health sector that is used to bill the general public,
insurers or other non-Medi-Cal third party payers during the course of business operations.
G. CONTRACTOR(S) shall submit monthly staffing reports that identify all direct
service and support staff, applicable licensure/certifications, and full time hours worked to be used as a
tracking tool to determine if CONTRACTOR(S)’s program is staffed according to the services provided
under this Agreement.
H. CONTRACTOR(S) 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(S)
will be responsible for any disallowances related to inadequate documentation.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR(S)
under this Agreement, it is mutually understood and agreed that CONTRACTOR(S), 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 performing their obligations in accordance with the terms and
conditions thereof. CONTRACTOR(S) 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(S) 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
legally-required employee benefits. In addition, CONTRACTOR(S) shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR(S)’ employees,
including compliance with Social Security, withholding, and all other regulations governing such
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matters. It is acknowledged that during the term of this Agreement, CONTRACTOR(S) 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.
Additions to Exhibit A, “List of Contractors”, may be made with written approval of COUNTY’s
DBH Director, or designee, as defined further in Section 8 of this Agreement. Changes to the rates
identified in Exhibit C, “Quotation Schedule”, may be made with written approval of COUNTY’s DBH
Director, or designee and CONTRACTOR(s).
8. ADDITIONS/DELETIONS OF CONTRACTORS
COUNTY’s DBH Director, or designee, reserves the right at any time during the
term of this Agreement to add new CONTRACTOR(S) to those listed in Exhibit A with oversight and
approval by Internal Services Department – Purchasing Division, with notice to the County. It is
understood any such additions will not affect compensation paid to any other CONTRACTOR, and
therefore such additions may be made by COUNTY without notice to or approval of the other
CONTRACTOR(S) under this Agreement. These same provisions shall apply to the deletion of any
CONTRACTOR(S) contained in Exhibit A, except that deletions shall be by written mutual agreement
between the COUNTY and the particular CONTRACTOR to be deleted, or shall be in accordance with
the provisions of Section Three (3) of this Agreement.
9. NON-ASSIGNMENT
COUNTY and CONTRACTOR(S) shall not assign, transfer or subcontract this
Agreement nor their rights or duties under this Agreement without the prior written consent of COUNTY
and the individual CONTRACTOR seeking to make such assignment.
10. HOLD-HARMLESS
Each 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 court costs, damages, liabilities, claims and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by each CONTRACTOR, its
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officers, agents or employees under this Agreement, and from any and all costs and expenses,
including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
any person, firm or corporation who may be injured or damaged by the performance, or failure to
perform, of CONTRACTOR(S), its officers, agents or employees under this Agreement.
Each CONTRACTOR agrees to indemnify COUNTY for Federal, State of California
and/or local audit exceptions resulting from noncompliance herein on the part of the
CONTRACTOR(S).
11. INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR(S) 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(S) 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(S) 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(S) 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 purchase and owned property, at a
minimum, as discussed in Section Twenty One (21) of this Agreement.
E. All Risk Property Insurance
As applicable, CONTRACTOR(S) will provide property coverage for the full
replacement value of the COUNTY’S personal property in possession of
CONTRACTOR(S) 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.
F. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
G. Child Abuse/Molestation and Social Services Coverage
Each 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.
H. 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(S) 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.
I. Waiver of Subrogation
CONTRACTOR(S) hereby grants to COUNTY a waiver of any right to
subrogation which any insurer of said CONTRACTOR(S) may acquire against
the COUNTY by virtue of the payment of any loss under such insurance.
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CONTRACTOR(S) agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of whether
or not the COUNTY has received a waiver of subrogation endorsement from the
insurer.
Each 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 without 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: Cultural
Specific Services 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(S) 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.
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All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of
A FSC VII or better.
12. LICENSES/CERTIFICATES
Throughout the term of this Agreement, CONTRACTOR(S) and CONTRACTOR(S) staff
shall maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions
necessary for the provision of the services hereunder and required by the laws and regulations of the
United States of America, State of California, the County of Fresno, and any other applicable
governmental agencies. CONTRACTOR(S) shall notify COUNTY immediately in writing of its inability
to obtain or maintain such licenses, permits, approvals, certificates, waivers and exemptions
irrespective of the pendency of any appeal related thereto. Additionally, CONTRACTOR(S) and
CONTRACTOR(S)’ staff shall comply with all applicable laws, rules or regulations, as may now exist or
be hereafter changed.
13. RECORDS
CONTRACTOR(S) shall maintain records documenting the number of transportation
requests received, delivery and drop off of clients, and any incomplete transports. This documentation
shall indicate the client’s name, time and date of said service, pick up and drop off locations, mileage, and
any incomplete transport requests. This information shall be submitted in a standardized format approved
by the COUNTY.
CONTRACTOR(S) shall maintain all above-mentioned records and submit them, when requested
by DBH. The client records shall be considered property of the COUNTY and all client records shall be
returned upon expiration or termination of this Agreement.
14. REPORTS
A. CONTRACTOR(S), or any Delegate performing the covenants of
CONTRACTOR(S) pursuant to the terms of this Agreement, shall provide at COUNTY’s
request, any required reports to COUNTY which may include performance outcome
reports.
B. Monthly Reports – CONTRACTOR(S) shall submit to COUNTY’s DBH by the
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tenth (10th) of each month all monthly activity and budget reports for the preceding
month. In addition, CONTRACTOR(S) shall also furnish to COUNTY such statements,
records, reports, data, and other information as COUNTY may request pertaining to
matters covered by this Agreement. In the event that CONTRACTOR(S) fails to provide
such reports or other information required hereunder, it shall be deemed sufficient cause
for COUNTY to withhold monthly payments until there is compliance. In addition,
CONTRACTOR(S) shall provide written notification and explanation to COUNTY within
five (5) days of any funds received from another source to conduct the same services
covered by this Agreement.
C. Annual Reports - CONTRACTOR(S) shall maintain the number of client transports
provided, type of transport vehicle used, total miles traveled monthly, and number of
additional attendants by completing Annual Services Analysis Report as identified in Exhibit
D, attached hereto and by this reference incorporated herein.
15. MONITORING
CONTRACTOR(S) agrees to extend to COUNTY’s staff, COUNTY’s DBH Director, or
designee, and DHCS, or their designees, the right to review and monitor records, program or
procedures, at any time, in regard to clients, as well as the overall operation of CONTRACTOR(S)’
program, in order to ensure compliance with the terms and conditions of this Agreement.
16. 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.
17. COMPLIANCE WITH STATE REQUIREMENTS
CONTRACTOR(S) 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(S) shall adhere to all State Requirements, including
those identified in Exhibit E, “State Mental Health Requirements”, attached hereto and by this reference
incorporated herein and made part of this Agreement.
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18. CONFIDENTIALITY
All services performed by CONTRACTOR(S) under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
19. 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, Sections
11977 and 11812 of Title 22 of the California Code of Regulations, 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, and The Health Information Technology for Economic and
Clinical Health Act (HITECH) regarding the confidentiality and security of patient information.
Except as otherwise provided in this Agreement, CONTRACTOR(S), as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such
use or disclosure shall not violate the 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(S) shall protect, from unauthorized access, use, or disclosure of
names and other identifying information concerning persons receiving services pursuant to this
Agreement, except where permitted in order to carry out data aggregation purposes for health care
operations [45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This
pertains to any and all persons receiving services pursuant to a COUNTY funded program.
CONTRACTOR(S) shall not use such identifying information for any purpose other than carrying out
CONTRACTOR(S)’ obligations under this Agreement.
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C. CONTRACTOR(S) shall not disclose any such identifying information to any
person or entity, except as otherwise specifically permitted by this Agreement, authorized by law, or
authorized by the client/patient.
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 a photograph.
E. CONTRACTOR(S) shall provide access, at the request of COUNTY, and in the
time and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR
Section 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR
Section164.524 regarding access by individuals to their PHI.
CONTRACTOR(S) shall make any amendment(s) to PHI in a designated record set at
the
request of COUNTY, and in the time and manner designated by COUNTY in accordance with 45 CFR
Section 164.526.
CONTRACTOR(S) shall provide to COUNTY or to an individual, in a time and manner
designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR Section 164.528.
F. CONTRACTOR(S) shall report to COUNTY, in writing, any knowledge or
reasonable belief that there has been unauthorized access, viewing, use, disclosure, or breach of
Protected Information not permitted by this Agreement, and any breach of unsecured PHI of which it
becomes aware, immediately and without reasonable delay and in no case later than two (2)
business days of discovery. Immediate notification shall be made to COUNTY’s Information Security
Officer and Privacy Officer and COUNTY’s DBH 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(S) shall take prompt corrective action to cure any
deficiencies and any action pertaining to such unauthorized disclosure required by applicable Federal
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and State Laws and regulations. CONTRACTOR(S) shall investigate such breach and is responsible
for all notifications required by law and regulation or deemed necessary by COUNTY and shall
provide a written report of the investigation and reporting required to COUNTY’s Information Security
Officer and Privacy Officer and COUNTY’s DBH HIPAA Representative. This written investigation
and description of any reporting necessary shall be postmarked within the thirty (30) working days of
the discovery of the breach to the addresses below:
County of Fresno County of Fresno County of Fresno
Department of Behavioral Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 453-4809 (559) 445-3249 (559) 600-5800
4441 E. Kings Canyon 1221 Fulton Mall 333 W. Pontiac Ave
Fresno, CA 93702 Fresno, CA 93721 Clovis, CA 93612
G. CONTRACTOR(S) shall make its internal practices, books, and records relating
to the use and disclosure of PHI received from COUNTY, or created or received by the
CONTRACTOR(S) on behalf of COUNTY, available to the United States Department of Health and
Human Services upon demand.
H. Safeguards
CONTRACTOR(S) shall implement administrative, physical, and technical
safeguards as required by 45 CFR 164.308, 164.310, and 164.312 that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
receives, maintains or transmits on behalf of COUNTY; and to prevent access, use or disclosure of
PHI other than as provided for by this Agreement. CONTRACTOR(S) shall develop and maintain a
written information privacy and security program that includes administrative, technical and physical
safeguards appropriate to the size and complexity of CONTRACTOR(S)’ operations and the nature
and scope of its activities. Upon COUNTY’s request, CONTRACTOR(S) shall provide COUNTY with
information concerning such safeguards.
CONTRACTOR(S) shall implement strong access controls and other security safeguards
and precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or
sensitive data to authorized users only. Said safeguards and precautions shall include the following
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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 of the following four
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(S) shall implement the following security controls on each
workstation or portable computing device (e.g., laptop computer) containing confidential,
personal, or sensitive data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR(S) shall utilize a commercial encryption solution that has received FIPS
140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
media (including, but not limited to, compact disks and thumb drives) and on portable computing
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devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR(S) 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.
I. Mitigation of Harmful Effects
CONTRACTOR(S) shall mitigate, to the extent practicable, any harmful effect
that is known to CONTRACTOR(S) of an unauthorized access, viewing, use, disclosure, or breach of
PHI by CONTRACTOR(S) or its subcontractor(s) in violation of the requirements of these provisions.
J. Contractor’s Subcontractor(s)
CONTRACTOR(S) shall ensure that any of its CONTRACTOR(S)s, including
subcontractor(s), if applicable, to whom CONTRACTOR(S) provides PHI received from or created or
received by CONTRACTOR(S) on behalf of COUNTY, agree to the same restrictions and conditions
that apply to CONTRACTOR(S) with respect to such PHI; and to incorporate, when applicable, the
relevant provisions of these provisions into each subcontract or sub-award to such agents or
subcontractor(s).
K. Employee Training and Discipline
CONTRACTOR(S) 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.
L. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
CONTRACTOR(S), COUNTY shall either:
1. Provide an opportunity for CONTRACTOR(S) to cure the breach or end
the violation and terminate this Agreement if CONTRACTOR(S) does not cure the breach or end the
violation within the time specified by COUNTY; or
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2. Immediately terminate this Agreement if CONTRACTOR(S) has breached
a material term of these provisions and cure is not possible.
3. If neither cure nor termination is feasible, the COUNTY Privacy Officer
shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
M. 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(S) 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(S) 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(S) is a party.
N. Effect of Termination
Upon termination or expiration of this Agreement for any reason,
CONTRACTOR(S) shall return or destroy all PHI received from COUNTY (or created or received by
CONTRACTOR(S) on behalf of COUNTY) that CONTRACTOR(S) still maintains in any form, and
shall retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to
extend the protections of these provisions to such information, and limit further use of such PHI to
those purposes that make the return or destruction of such PHI infeasible. This provision shall apply
to PHI that is in the possession of subcontractor(s) or agents, if applicable, of CONTRACTOR(S). If
CONTRACTOR(S) destroys the PHI data, a certification of date and time of destruction shall be
provided to the COUNTY by CONTRACTOR(S).
O. Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR(S) 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
CONTRACTOR(S)’ possession or control, or transmitted or received by CONTRACTOR(S), is or will
be secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR(S) is
solely responsible for all decisions made by CONTRACTOR(S) regarding the safeguarding of PHI.
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P. 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(S) 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.
Q. 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(S) and their respective successors or assignees, any rights, remedies, obligations or
liabilities whatsoever.
R. Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws.
The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
in favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
S. 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.
T. Survival
The respective rights and obligations of CONTRACTOR(S) as stated in this
Section shall survive the termination or expiration of this Agreement.
U. No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any
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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.
20. 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(S) by the COUNTY, including but not limited to the following:
A. CONTRACTOR(S)-Owned Mobile, Wireless, or Handheld Devices
CONTRACTOR(S) may not connect to COUNTY networks via personally-owned
mobile, wireless or handheld devices, unless the following conditions are met:
1) CONTRACTOR(S) has received authorization by COUNTY for
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(S)-Owned Computers or Computer Peripherals
CONTRACTOR(S) may not bring CONTRACTOR(S)-owned computers or
computer peripherals into the COUNTY for use without prior authorization from the COUNTY’s Chief
Information Officer, and/or 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
CONTRACTOR(S) may not use COUNTY computers or computer peripherals on
non-COUNTY premises without prior authorization from the COUNTY’s Chief Information Officer,
and/or designee(s).
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D. CONTRACTOR(S) 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(S) 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(S) 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)’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential client information provided
to CONTRACTOR(S). CONTRACTOR(S) 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(S) will be responsible for all costs incurred as a result of providing the required
notification.
21. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR(S) 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,
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age, sexual orientation, or military or veteran status. CONTRACTOR(S) shall insure that the evaluation
and treatment of employees and applicants for employment are free of such discrimination.
CONTRACTOR(S) 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(S) 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(S) 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(S) 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(S) shall comply with:
A. Title 6 of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d, and 45 C.F.R
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 consumers, including, but not limited to,
assessing the cultural and linguistic needs of its consumers, training of staff on the policies and
procedures, and monitoring its language assistance program. The CONTRACTOR(S)’ procedures
must include ensuring compliance of any sub-contracted providers with these requirements.
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C. CONTRACTOR(S) shall not use minors as interpreters.
D. CONTRACTOR(S) 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(S). 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(S) 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. CONTRACTOR(S) 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.
F. Cultural competency training for CONTRACTOR(S) 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(S) on a monthly basis shall provide COUNTY
DBH a monthly monitoring tool/report that shows cultural competency trainings completed.
G. CONTRACTOR(S) 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(S) agrees to ensure that deliverables developed and produced,
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pursuant to this Agreement shall comply with the accessibility requirements of Section 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 Section 11135 codifies section 508 of the Act requiring accessibility of electronic and
information technology.
24. CONFLICT OF INTEREST
No officer, agent, or employee of COUNTY who exercises any function or responsibility
for planning and carrying out the services provided under this Agreement shall have any direct or
indirect personal financial interest in this Agreement. In addition, no employee of COUNTY shall be
employed by CONTRACTOR(S) to fulfill any contractual obligations with COUNTY.
CONTRACTOR(S) 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. CHARITABLE CHOICE
CONTRACTOR(S) may not discriminate in its program delivery against a client or
potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal
to actively participate in a religious practice. Any specifically religious activity or service made available
to individuals by CONTRACTOR(S) must be voluntary as well as separate in time and location from
COUNTY-funded activities and services. CONTRACTOR(S) shall inform COUNTY as to whether it is
faith-based. If CONTRACTOR(S) identifies as faith-based, it must submit to COUNTY’s DBH a copy of
its policy on referring individuals to an alternate treatment provider, and include a copy of this policy in
its client admission forms. The policy must inform individuals that they may be referred to an
alternative provider if they object to the religious nature of the program, and include a notice to
COUNTY’s DBH. Adherence to this policy will be monitored during annual site reviews and reviews of
client files. If CONTRACTOR(S) identifies as faith-based, by July 1st of each year CONTRACTOR will
be required to report to COUNTY’s DBH the number of individuals who requested referrals to alternate
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providers based on religious objection.
26. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under section
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(S) 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(S) under this Agreement. CONTRACTOR(S) further agrees that in the event
CONTRACTOR(S) 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.
27. COMPLIANCE
CONTRACTOR(S) agrees to comply with the COUNTY’s “Contractor Code of Conduct
and Ethics” and the COUNTY’s Compliance Program in accordance with Exhibit F. Within thirty (30)
days of entering into this Agreement with the COUNTY, CONTRACTOR(S) 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(S) 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
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Ethics. CONTRACTOR(S) understands that the promotion of and adherence to the Code of Conduct is
an element in evaluating the performance of CONTRACTOR(S) 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(S) 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(S) certifies that it is not currently
excluded, 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 CONTRACTOR(S) is ineligible on these grounds, COUNTY will remove
CONTRACTOR(S) from responsibility for, or involvement with, COUNTY’s business operations related
to the Federal Health Care Programs and shall remove such CONTRACTOR(S) from any position in
which CONTRACTOR(S)’ compensation, or the items or services rendered, ordered or prescribed by
CONTRACTOR(S) 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(S) is reinstated
into participation in the Federal Health Care Programs.
A. If COUNTY has notice that CONTRACTOR(S) has been charged with a criminal
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offense related to any Federal Health Care Program, or is proposed for exclusion during the term of any
contract, CONTRACTOR(S) 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(S) cease providing services until resolution of the charges
or the proposed exclusion.
B. CONTRACTOR(S) agrees that all potential new employees of
CONTRACTOR(S) or subcontractors of CONTRACTOR(S) 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(S) 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(S)
hires or engages such potential employee or subcontractor, CONTRACTOR(S) will ensure that said
employee or subcontractor does no work, either directly or indirectly relating to services provided to
COUNTY.
2) Notwithstanding the above, COUNTY at its discretion may terminate this
Agreement in accordance with Section 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(S) 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(S) 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
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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(S) 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(S) will ensure that said employee or
subcontractor does no work, either direct or indirect, relating to services provided to COUNTY.
1) CONTRACTOR(S) agrees to notify COUNTY immediately during the term
of this Agreement whenever CONTRACTOR(S) 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 Section 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(S) 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 clients.
D. CONTRACTOR(S) 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)’s compliance with the provisions of this Section.
E. CONTRACTOR(S) 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(S)’ obligations as described in this Section.
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.
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Notwithstanding the above, publicity of the services described in Section 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 designee, and at a cost to be provided in
Exhibits C-1 et seq. for such items as written/printed materials, the use of media (i.e., radio, television,
newspapers) and any other related expense(s).
30. COMPLAINTS
CONTRACTOR(S) shall log complaints and the disposition of all complaints from a client
or a client’s family. CONTRACTOR(S) shall provide a copy of the detailed complaint log entries
concerning COUNTY-sponsored clients to COUNTY at monthly intervals by the tenth (10th) day of the
following month, in a format that is mutually agreed upon. In addition, CONTRACTOR(S) shall provide
details and attach documentation of each complaint with the log. CONTRACTOR(S) shall post signs
informing clients of their right to file a complaint or grievance. CONTRACTOR(S) shall notify COUNTY
of all incidents reportable to State licensing bodies that affect COUNTY clients within twenty-four (24)
hours of receipt of a complaint.
Within ten (10) days after each incident or complaint affecting COUNTY-sponsored
clients, CONTRACTOR(S) shall provide COUNTY with information relevant to the complaint,
investigative details of the complaint, the complaint and CONTRACTOR(S)’ disposition of, or corrective
action taken to resolve the complaint. In addition, CONTRACTOR(S) shall inform every client of their
rights as set forth in Exhibit I regarding grievances and incident reporting.
31. CHILD ABUSE REPORTING ACT
CONTRACTOR(S) 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, section 1116 et seq. of the Penal
Code, and performing services under this Agreement shall report all known or suspected child abuse or
neglect to a child protective agency as defined in Penal Code section 11165.9. This procedure shall
include:
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
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comply with the reporting requirements as defined in Penal Code section 11166(a), identified in Exhibit
K, attached hereto and incorporated herein by reference and made part of this Agreement.
B. Establishing procedures to ensure reporting even when employees, consultants,
subcontractors, or agents who are not required to report child abuse under Penal Code section
11166(a), gain knowledge of or reasonably suspect that a child has been a victim of abuse or neglect.
32. DISCLOSURE OF OWNERSHIP AND/OR CONTROL INTEREST
INFORMATION
This provision is only applicable if CONTRACTOR(S) 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(S) by completing Exhibit G, “Disclosure
of Ownership and Control Interest Statement”, attached hereto and by this reference incorporated
herein and made part of this Agreement. CONTRACTOR(S) shall submit this form to COUNTY’s DBH
within thirty (30) days of the effective date of this Agreement. Additionally, CONTRACTOR(S) shall
report any changes to this information within thirty-five (35) days of occurrence by completing Exhibit G.
CONTRACTOR(S) 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(S). COUNTY may terminate this
Agreement where any person with a five (5) percent or greater direct or indirect ownership interest in
the CONTRACTOR(S) did not submit timely and accurate information and cooperate with any
screening method required in CFR, Title 42, Section 455.416. Submissions shall be scanned portable
document format (pdf) copies and are to be sent via email to DBHAdministration@fresnocountyca.gov,
Attention: Contracts Administration. 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(S)
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.
33. DISCLOSURE – CRIMINAL HISTORY AND CIVIL ACTIONS
CONTRACTOR(S) is required to disclose if any of the following conditions apply to
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them, their owners, officers, corporate managers and partners (hereinafter collectively referred to as
“CONTRACTOR(S)”):
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
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(S)
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(S) elects to submit with the disclosed information will be considered. If it is
later determined that the CONTRACTOR(S) failed to disclose required information, any contract
awarded to such CONTRACTOR(S) may be immediately voided and terminated for material failure to
comply with the terms and conditions of the award.
CONTRACTOR(S) must sign a “Certification Regarding Debarment, Suspension, and
Other Responsibility Matters- Primary Covered Transactions” in the form set forth in Exhibit H, attached
hereto and by this reference incorporated herein and made part of this Agreement. Additionally,
CONTRACTOR(S) must immediately advise the COUNTY in writing if, during the term of this
Agreement: (1) CONTRACTOR(S) 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(S). CONTRACTOR(S) shall indemnify, defend and hold the COUNTY
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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.
34. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR(S) is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR(S)
changes 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(S) is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which the
CONTRACTOR(S) 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.
35. AUDITS AND INSPECTIONS
CONTRACTOR(S) 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(S) shall, upon request by
the COUNTY, permit the 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(S) 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).
36. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
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COUNTY CONTRACTOR(S)
Director, Fresno County SEE EXHIBIT A
Department of Behavioral Health
1925 E. Dakota Ave.
Fresno, CA 93726
All notices between the COUNTY and CONTRACTOR(S) 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 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 Section 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).
37. 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.
38. SEPARATE AGREEMENT
It is mutually understood by the parties that this Agreement does not, in any way, create
a joint venture among the individual CONTRACTORS. By execution of this Agreement,
CONTRACTOR(S) understand that a separate Agreement is formed between each individual
CONTRACTOR and COUNTY.
39. GOVERNING LAW
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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.
40. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
CONTRACTOR(S) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first hereinabove written.
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25 FOR ACCOUNTING USE ONLY :
26 Fund/Subclass: 0001/10000
AccounUProgram : 7295/0
27 Organizations/Cost Centers: 5630
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COUNTY OF FRESNO
E._;;f-~
ErnestBuddyMendes,airman
Board of Supervisors of the County of
Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By : SJ .A Sl11/i\. ~sh,~
Deputy
-35 -
PLEASE SEE ADDITIONAL
SIGNATURE PAGES ATTACHED
COUNTY OF FRESNO
Fresno , CA
Exhibit A
List of Contractors
On Call Transport, Inc.
1942 Cromwell Avenue
Clovis, CA 93611
(559) 248-9100
Contact: Linda Cooper, Owner
Fresno Economics Opportunities Commission
3110 W Nielsen Ave
Fresno, CA 93706
(559) 263-8004
Contact: Emilia Reyes, Chief Executive Officer
Exhibit B
Page 1 of 2
SCOPE OF WORK
CONTRACTOR(S) shall provide services twenty-four (24) hours per day, seven (7) days a
week, to transport individuals with behavioral health needs to and from out-of-county and in-
county locations as requested by the County on an as-needed basis.
CONTRACTOR’S RESPONSIBILITIES:
1. Service will include traveling to facilities designated by COUNTY to pick up identified
persons and transport them to a residence, facility, or alternative location as per discharge
instructions. The residence, facility, or alternative location for drop-off of individuals may be
anywhere within Fresno County limits, including the metropolitan area of Fresno/Clovis as well
as all rural communities in Fresno County. Locations of designated facilities outside of Fresno
County to pick up persons may include, but not be limited to, Visalia, Bakersfield, Merced,
Ventura and Sacramento.
2. Transports may also include transports from an out-of-county secure facility to court in Fresno
County and/or appointments with a medical provider in Fresno County, and then back to the out-
of-county secure facility from court in Fresno County and/or an appointment with a medical
provider in Fresno County. Service may include return transport to the designated facility on the
same day or next day as determined by COUNTY.
3. Transports may include transferring individuals from one out-of-county facility to another out-
of-county facility.
4. CONTRACTOR(S) shall provide two or more drivers when deemed necessary by COUNTY.
5. Transports may include between one and five passengers per trip.
6. Transports may be required more than once per day for round trips, etc.
7. Transportation services are to be available 24 hours per day, Monday through Friday,
weekends and holidays.
8. CONTRACTOR(S) shall provide transportation services for persons who have wheelchairs,
walkers, other medical devices/needs, or who may require Hoyer lifts or otherwise require
assistance boarding the vehicle and securing any seatbelts. CONTRACTOR(S) may be required
to perform transports for bariatric individuals, i.e. persons larger than most standard vehicles can
accommodate. CONTRACTOR(S) shall work closely with the COUNTY staff that request
transport of individuals with such specialized needs to ensure the transport is safe and secure.
9. CONTRACTOR(S) shall participate in general compliance training provided by the COUNTY
within 45-60 days of contract execution. In addition, contractor shall participate in Mental Health
First Aid (MHFA) training, code of conduct training, ethics training, and other training deemed
appropriate by COUNTY to help ensure passenger safety and drivers’ awareness of the needs of
the passengers to be transported.
Exhibit B
Page 2 of 2
10. CONTRACTOR(S) shall provide a location within their vehicles for personal effects of
passenger(s) to be secured such as locked box in trunk, etc.
11. CONTRACTOR(S) shall provide a secure location for passenger medication. During longer
trips to/from out-of-county facilities, CONTRACTOR(S) will make available such medications
when passenger requires dosage.
12. CONTRACTOR(S) shall respond to the departments’ request for service within thirty (30)
minutes of request.
13. County service call requests must be answered by a live person, answering machines are not
acceptable.
COUNTY’S RESPONSIBILITIES:
1. COUNTY shall provide general compliance training within 45-60 days of contract execution.
In addition, COUNTY shall assist CONTRACTOR(S) in participating in Mental Health first aid
(MHFA) training, code of conduct training, ethics training, and other training deemed
appropriate for the vendor by COUNTY to better assist DBH persons served.
2. COUNTY shall provide as much advance notice as possible when requesting transportation;
however, some requests for transportation may be placed by COUNTY with less than two (2)
hours’ notice to the CONTRACTOR(S).
3. COUNTY shall notify CONTRACTOR(S) of the pickup location of each person and the
destination of each passenger(s) to be transported.
4. COUNTY shall provide contact(s) information for appropriate COUNTY staff to help resolve
any issues that may arise before, or during, transports, such as individuals not being present or
ready at pick up site, or drop off location not being appropriate, or willing, to receive individuals
5. Initial request for transportation service from COUNTY will provide the contact name of the
County representative requesting the service, passenger(s) information, pickup and drop off
location, payment information and any special instructions with regard to the transport.
6. Wait time shall commence after 15minutes and shall be billed in 15-minute increments.
7. Whereas need for transportation varies, COUNTY is under no obligation to guarantee any
volume of service to CONTRACTOR(S).
Exhibit C-1
On-Call Transport, Inc.
QUOTATION SCHEDULE
Vehicle Type
(Van / Car / Car with
safety enclosure)
Rate
Additional Charges
Car $40.00 flat rate per Round-trip, plus
$3.00 per mile with passenger,
$1.00 per mile without passenger,
$40.00 per hour wait time (billed in 15-minute
increments)
$35.00 no show
Holiday charge:
$50.00
Additional driver/attendant:
$20/hour.
Car with Safety
Enclosure
$60.00 flat rate per Round-trip, plus
$4.00 per mile with passenger,
$1.00 per mile without passenger,
$40.00 per hour wait time (billed in 15-minute
increments)
$60.00 no show
Van $45.00 flat rate per Round-trip, plus
$3.00 per mile with passenger,
$1.00 per mile without passenger,
$40.00 per hour wait time (billed in 15-minute
increments)
$45.00 no show
Exhibit C-2
Fresno Economic Opportunities Commission
Vehicle Type
(Van / Car / Car with
safety enclosure)
Rate
Additional Charges
Car $156.00 flat rate per Round-trip, plus
$2.76 per mile with passenger,
$2.66 per mile without passenger,
$19.50 per hour wait time (billed in 15-minute
increments)
$156.00 no show
Short notice charge (under
2 hours):
$78.00
Holiday charge:
$78.00
Car with Safety
Enclosure
$179.40 flat rate per Round-trip, plus
$3.36 per mile with passenger,
$3.26 per mile without passenger,
$22.43 per hour wait time (billed in 15-minute
increments)
$179.40 no show
Van $156.00 flat rate per Round-trip, plus
$3.32 per mile with passenger,
$3.22 per mile without passenger,
$19.50 per hour wait time (billed in 15-minute
increments)
$156.00 no show
Exhibit D
Service Analysis
January 0 0 0 January 0 0 0
February 0 0 0 February 0 0 0
March 0 0 0 March 3 132 0
April 0 0 0 April 2 12 0
May 0 0 0 May 0 0 0
June 0 0 0 June 0 0 0
July 0 0 0 July 1 6 0
August 0 0 0 August 2 12 0
September 0 0 0 September 2 362 0
October 0 0 0 October 2 12 2
November 0 0 0 November 0 0 0
December 0 0 0 December 0 0 0
0 0 0 12 536 2
January 10 1,216 0 January 3 382 0
February 14 2,479 0 February 8 428 0
March 20 1,929 0 March 28 1,522 0
April 4 712 0 April 28 2,240 0
May 0 0 0 May 0 0 0
June 0 0 0 June 0 0 0
July 3 348 0 July 8 394 0
August 12 1,677 0 August 12 638 0
September 10 1,550 9 September 9 764 0
October 9 2,447 6 October 2 95 0
November 10 1,378 0 November 3 109 0
December 7 1,179 0 December 7 299 0
99 14,915 15 108 6,871 0
Fresno County DBH 07/01/XX - 06/30/XX
Add'l Attendant
Safety Enclosure
Total Miles Add'l Attendant
Ambulatory
(Non-Safety
Enclosure)Total Miles Add'l Attendant
Gurney Total Miles Add'l Attendant Wheelchair Total Miles
Exhibit E
Page 1 of 2
MENTAL HEALTH STATE REQUIREMENTS
1. CONTROL REQUIREMENTS
The COUNTY and its subcontractors shall provide services in accordance with all
applicable Federal and State statutes and regulations.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by the COUNTY Mental Health 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
CONTRACTOR shall conform to and COUNTY shall monitor compliance with all State
of California and Federal statutes and regulations regarding confidentiality, including
but not limited to confidentiality of information requirements at 42, Code of Federal
Regulations sections 2.1 et seq; California Welfare and Institutions Code, sections
14100.2, 11977, 11812, 5328; Division 10.5 and 10.6 of the California Health and
Safety Code; Title 22, California Code of Regulations, section 51009; and Division 1,
Part 2.6, Chapters 1-7 of the California Civil Code.
4. NON-DISCRIMINATION
A. Eligibility for Services
CONTRACTOR shall prepare and make available to COUNTY and to the public
all eligibility requirements to participate in the program plan set forth in this
Agreement. No person shall, because of ethnic group identification, age, sex,
color, disability, medical condition, national origin, race, ancestry, marital status,
religion, religious creed, political belief or sexual preference be excluded from
participation, be denied benefits of, or be subject to discrimination under any
program or activity receiving Federal or State of California assistance.
B. Employment Opportunity
CONTRACTOR shall comply with COUNTY policy, and the Equal
Employment Opportunity Commission guidelines, which forbids discrimination
against any person on the grounds of race, color, national origin, sex, religion,
age, disability status, or sexual preference in employment practices. Such
practices include retirement, recruitment advertising, hiring, layoff, termination,
upgrading, demotion, transfer, rates of pay or other forms of compensation, use
of facilities, and other terms and conditions of employment.
Exhibit E
Page 2 of 2
C. Suspension of Compensation
If an allegation of discrimination occurs, COUNTY may withhold all further
funds, until CONTRACTOR can show clear and convincing evidence to the
satisfaction of COUNTY that funds provided under this Agreement were not
used in connection with the alleged discrimination.
D. Nepotism
Except by consent of COUNTY’s Department of Behavioral Health Director, or
designee, no person shall be employed by CONTRACTOR who is related by
blood or marriage to, or who is a member of the Board of Directors or an officer
of CONTRACTOR.
5. PATIENTS' RIGHTS
CONTRACTOR shall comply with applicable laws and regulations, including but not
limited to, laws, regulations, and State policies relating to patients' rights.
Exhibit F
Page 1 of 3
FRESNO COUNTY MENTAL HEALTH COMPLIANCE PROGRAM
CONTRACTOR CODE OF CONDUCT AND ETHICS
Fresno County is firmly committed to full compliance with all applicable laws,
regulations, rules and guidelines that apply to the provision and payment of mental health services.
Mental health contractors and the manner in which they conduct themselves are a vital part of this
commitment.
Fresno County has established this Contractor Code of Conduct and Ethics with which
contractor and its employees and subcontractors shall comply. Contractor shall require its employees
and subcontractors to attend a compliance training that will be provided by Fresno County. After
completion of this training, each contractor, contractor’s employee and subcontractor must sign the
Contractor Acknowledgment and Agreement form and return this form to the Compliance officer or
designee.
Contractor and its employees and subcontractor shall:
1. Comply with all applicable laws, regulations, rules or guidelines when providing and billing
for mental health services.
2. Conduct themselves honestly, fairly, courteously and with a high degree of integrity in their
professional dealing related to their contract with the County and avoid any conduct that could
reasonably be expected to reflect adversely upon the integrity of the County.
3. Treat County employees, consumers, and other mental health contractors fairly and with
respect.
4. NOT engage in any activity in violation of the County’s Compliance Program, nor engage in
any other conduct which violates any applicable law, regulation, rule or guideline
5. Take precautions to ensure that claims are prepared and submitted accurately, timely and are
consistent with all applicable laws, regulations, rules or guidelines.
6. Ensure that no false, fraudulent, inaccurate or fictitious claims for payment or reimbursement
of any kind are submitted.
7. Bill only for eligible services actually rendered and fully documented. Use billing codes that
accurately describe the services provided.
Exhibit F
Page 2 of 3
8. Act promptly to investigate and correct problems if errors in claims or billing are discovered.
9. Promptly report to the Compliance Officer any suspected violation(s) of this Code of Conduct
and Ethics by County employees or other mental health contractors, or report any activity that
they believe may violate the standards of the Compliance Program, or any other applicable
law, regulation, rule or guideline. Fresno County prohibits retaliation against any person
making a report. Any person engaging in any form of retaliation will be subject to disciplinary
or other appropriate action by the County. Contractor may report anonymously.
10. Consult with the Compliance Officer if you have any questions or are uncertain of any
Compliance Program standard or any other applicable law, regulation, rule or guideline.
11. Immediately notify the Compliance Officer if they become or may become an Ineligible person
and therefore excluded from participation in the Federal Health Care Programs.
Exhibit F
Page 3 of 3
Fresno County Mental Health Compliance Program
Contractor Acknowledgment and Agreement
I hereby acknowledge that I have received, read and understand the Contractor Code of Conduct and
Ethics. I herby acknowledge that I have received training and information on the Fresno County Mental
Health Compliance Program and understand the contents thereof. I further agree to abide by the
Contractor Code of Conduct and Ethics, and all Compliance Program requirements as they apply to my
responsibilities as a mental health contractor for Fresno County.
I understand and accept my responsibilities under this Agreement. I further understand that any
violation of the Contractor Code of Conduct and Ethics or the Compliance Program is a violation of
County policy and may also be a violation of applicable laws, regulations, rules or guidelines. I further
understand that violation of the Contractor Code of Conduct and Ethics or the Compliance Program
may result in termination of my agreement with Fresno County. I further understand that Fresno
County will report me to the appropriate Federal or State agency.
For Individual Providers
Name (print): _____________________________________
Discipline: Psychiatrist Psychologist LCSW LMFT
Signature :________________________________ Date : ___/____/___
For Group or Organizational Providers
Group/Org. Name (print): _______________________________________
Employee Name (print): ________________________________________
Discipline: Psychiatrist Psychologist LCSW LMFT
Other:___________________________________________
Job Title (if different from Discipline): ___________________________
Signature: _________________________________ Date: ____/___/____
Exhibit G
Page 1 of 2
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I. Identifying Information
Name of entity D/B/A
Address (number, street) City State ZIP code
CLIA number Taxpayer ID number (EIN) Telephone number
( )
II. Answer the following questions by checking “Yes” or “No.” If any of the questions are answered “Yes,” list names and
addresses of individuals or corporations under “Remarks” on page 2. Identify each item number to be continued.
A. Are there any individuals or organizations having a direct or indirect ownership or control interest
of five percent or more in the institution, organizations, or agency that have been convicted of a criminal
offense related to the involvement of such persons or organizations in any of the programs established
YES NO
by Titles XVIII, XIX, or XX? ......................................................................................................................... ❒ ❒
B. Are there any directors, officers, agents, or managing employees of the institution, agency, or
organization who have ever been convicted of a criminal offense related to their involvement in such
programs established by Titles XVIII, XIX, or XX? ...................................................................................... ❒ ❒
C. Are there any individuals currently employed by the institution, agency, or organization in a managerial,
accounting, auditing, or similar capacity who were employed by the institution’s, organization’s, or
agency’s fiscal intermediary or carrier within the previous 12 months? (Title XVIII providers only) ........... ❒ ❒
III. A. List names, addresses for individuals, or the EIN for organizations having direct or indirect ownership or a controlling
interest in the entity. (See instructions for definition of ownership and controlling interest.) List any additional names
and addresses under “Remarks” on page 2. If more than one individual is reported and any of these persons are
related to each other, this must be reported under “Remarks.”
NAME ADDRESS EIN
B. Type of entity: ❒ Sole proprietorship ❒ Partnership ❒ Corporation ❒ Unincorporated Associations ❒ Other (specify)
C. If the disclosing entity is a corporation, list names, addresses of the directors, and EINs for corporations
under “Remarks.”
D. Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities?
(Example: sole proprietor, partnership, or members of Board of Directors) If yes, list names, addresses
of individuals, and provider numbers. ..........................................................................................................
❒ ❒
NAME ADDRESS PROVIDER NUMBER
Exhibit G
Page 2 of 2
YES NO
IV. A. Has there been a change in ownership or control within the last year? ....................................................... ❒ ❒
If yes, give date.
B. Do you anticipate any change of ownership or control within the year?....................................................... ❒ ❒
If yes, when?
C. Do you anticipate filing for bankruptcy within the year?................................................................................ ❒ ❒
If yes, when?
V. Is the facility operated by a management company or leased in whole or part by another organization?.......... ❒ ❒
If yes, give date of change in operations.
VI. Has there been a change in Administrator, Director of Nursing, or Medical Director within the last year?......... ❒ ❒
VII. A. Is this facility chain affiliated? ...................................................................................................................... ❒ ❒
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address (number, name) City State ZIP code
B. If the answer to question VII.A. is NO, was the facility ever affiliated with a chain?
(If yes, list name, address of corporation, and EIN.)
Name EIN
Address (number, name) City State ZIP code
Whoever knowingly and willfully makes or causes to be made a false statement or representation of this statement, may be
prosecuted under applicable federal or state laws. In addition, knowingly and willfully failing to fully and accurately disclose the
information requested may result in denial of a request to participate or where the entity already participates, a termination of
its agreement or contract with the agency, as appropriate.
Name of authorized representative (typed) Title
Signature Date Remarks
Exhibit H
Page 1 of 2
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is
providing the certification set out below.
2. The inability of a person to provide the certification required below will not
necessarily result in denial of participation in this covered transaction. The prospective
participant shall submit an explanation of why it cannot provide the certification set out
below. The certification or explanation will be considered in connection with the
department or agency's determination whether to enter into this transaction. However,
failure of the prospective primary participant to furnish a certification or an explanation
shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which
reliance was placed when the department or agency determined to enter into this
transaction. If it is later determined that the prospective primary participant knowingly
rendered an erroneous certification, in addition to other remedies available to the
Federal Government, the department or agency may terminate this transaction for
cause or default.
4. The prospective primary participant shall provide immediate written notice to
the department or agency to which this proposal is submitted if at any time the
prospective primary participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as
used in this clause, have the meanings set out in the Definitions and Coverage
sections of the rules implementing Executive Order 12549. You may contact the
department or agency to which this proposal is being submitted for assistance in
obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment
of a system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
Exhibit H
Page 2 of 2
CERTIFICATION
(1) The prospective primary participant certifies to the best of its knowledge and belief,
that it, its owners, officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
(c) (d) Have not within a three-year period preceding this application/proposal
had one or more public transactions (Federal, State or local) terminated for cause or
default.
(2) Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
Signature: Date:
(Printed Name & Title) (Name of Agency or
Company)
Exhibit I
Page 1 of 2
FFRREESSNNOO CCOOUUNNTTYY MMEENNTTAALL HHEEAALLTTHH PPLLAANN
GGRRIIEEVVAANNCCEESS AANNDD IINNCCIIDDEENNTT RREEPPOORRTTIINNGG
PPRROOTTOOCCOOLL FFOORR CCOOMMPPLLEETTIIOONN OOFF IINNCCIIDDEENNTT RREEPPOORRTT
• The Incident Report must be completed for all incidents involving clients. The staff person
who becomes aware of the incident completes this form, and the supervisor co-signs it.
• When more than one client is involved in an incident, a separate form must be completed
for each client.
Where the forms should be sent - within 24 hours from the time of the incident
• Incident Report should be sent to:
DBH Program Supervisor
Exhibit I
Page 2 of 2
INCIDENT REPORT WORKSHEET
When did this happen? (date/time) Where did this happen?
Name/DMH #
1. Background information of the incident:
2. Method of investigation: (chart review, face-to-face interview, etc.)
Who was affected? (If other than consumer)
List key people involved. (witnesses, visitors, physicians, employees)
3. Preliminary findings: How did it happen? Sequence of events. Be specific. If attachments are needed write
comments on an 8 1/2 sheet of paper and attach to worksheet.
Outcome severity: Nonexistent inconsequential consequential death not applicable unknown
4. Response: a) corrective action, b) Plan of Action, c) other
Completed by (print name)
Completed by (signature) Date completed
Reviewed by Supervisor (print name)
Supervisor Signature Date
Exhibit J
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit J
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a)
(5) Authorized Signature
Signature: Date:
Exhibit K
NOTICE OF CHILD ABUSE REPORTING LAW
The undersigned hereby acknowledges that Penal Code section 11166 and the
contractual obligations between County of Fresno (COUNTY) and CONTRACTOR
related to the provision of Family Advocacy Services, require that the undersigned report
all known or suspected child abuse or neglect to one or more of the agencies set forth in
Penal Code (PC) section (§) 11165.9.
For purposes of the undersigned’s child abuse reporting requirements, “child
abuse or neglect” includes physical injury inflicted by other than accidental means upon
a child by another person, sexual abuse as defined in PC §11165.1, neglect as defined
in PC §11165.2, willful cruelty or unjustifiable punishment as defined in PC §11165.3,
and unlawful corporal punishment or injury as defined in PC §11165.4.
A child abuse report shall be made whenever the undersigned, in his or her
professional capacity or within the scope of his or her employment, has knowledge of or
observes a child whom the undersigned knows or reasonably suspects has been the
victim of child abuse or neglect. (PC §11166.) The child abuse report shall be made to
any police department or sheriff’s department (not including a school district police or
security department), or to any county welfare department, including Fresno County
Department of Social Services’ 24 Hour CARELINE. (See PC §11165.9.)
For purposes of child abuse reporting, a “reasonable suspicion” means that it is
objectively reasonable for a person to entertain a suspicion, based upon facts that could
cause a reasonable person in a like position, drawing, when appropriate, on his or her
training and experience, to suspect child abuse or neglect. The pregnancy of a child
does not, in and of itself, constitute a basis for reasonable suspicion of sexual abuse.
(PC §11166(a)(1).)
Substantial penalties may be imposed for failure to comply with these child abuse
reporting requirements.
Further information and a copy of the law may be obtained from the department
head or designee.
I have read and understand the above statement and agree to comply with the
child abuse reporting requirements.
SIGNATURE _____________________________ DATE ______________________