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Home My WebLink About32267 COUNTY OF FRESNO Fresno, CA - 1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT THIS AGREEMENT is made and entered into this ____________ day of _________________, 2015, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as “COUNTY”, and FRESNO COMMUNITY MEDICAL CENTER d.b.a. COMMUNITY BEHAVIORAL HEALTH CENTER (CBHC), a California non-profit corporation, whose address is 7171 N. Cedar Avenue, Fresno, CA 93720, hereinafter referred to as “PROVIDER”. W I T N E S S E T H: WHEREAS, COUNTY, has determined there is a need for Inpatient Psychiatric Hospital Services; and WHEREAS, COUNTY is authorized to contract for the provision of inpatient psychiatric hospital services to Fresno County Beneficiaries eligible for such services under the Medi-Cal program, pursuant to sections 5775, et seq. of the California Welfare and Institutions Code and COUNTY may also determine the need to refer persons not eligible for Medi-Cal; and WHEREAS, PROVIDER is willing and able to provide services to eligible Fresno County Beneficiaries and Recipients, pursuant to the terms and conditions of this Agreement; and WHEREAS, COUNTY and PROVIDER mutually recognize that services under this Agreement will be rendered by PROVIDER to persons referred by COUNTY and it is not the intention of either COUNTY or PROVIDER that such individuals occupy the position of third-party beneficiaries of the obligations assumed by either party to this Agreement. NOW THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. DEFINITIONS A. General Meaning of Words and Terms: The words and terms used in this Agreement are intended to have their usual meanings unless a particular or more limited meaning is associated with their usage in sections 5775, et seq. and 14680, et seq. of the California Welfare and Institutions Code, or the Medi-Cal Psychiatric Inpatient Hospital Services Consolidation Regulations pertaining to the rendition of health care or unless specifically defined in this Section or otherwise in COUNTY OF FRESNO Fresno, CA - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 this Agreement. B. Administrative Day: “Administrative Day” means those days authorized by the COUNTY in an acute inpatient facility when, due to the lack of an available nursing facility, the Beneficiary’s or Recipient’s stay at an acute inpatient facility must be continued beyond the Beneficiary’s or Recipient’s need for acute care. C. Beneficiary: “Beneficiary” means a person certified as eligible for services under the Medi-Cal program according to 22, California Code of Regulations section 5100.2, who is a Fresno County Beneficiary and who is designated by “County Code 10.” D. Delegate: “Delegate” means any natural or corporate person to whom the PROVIDER transfers, pursuant to the terms of this Agreement, the primary responsibility to perform any covenant assumed by PROVIDER in this Agreement. E. Department: “Department” means the State Department of Health Care Services. F. Fiscal Intermediary: “Fiscal Intermediary” means that person or entity that has contracted, as specified in section 14104.3 of the California Welfare and Institutions Code, with the Department to perform fiscal intermediary services related to this Agreement. G. Recipients: Refers to all persons including, without limitation, low income, uninsured and under-insured persons who qualify for mandated health services under the Uniform Method for Determining Ability to Pay (UMDAP) under California Welfare and Institutions Code sections 5709 and 5710 as determined by COUNTY. H. Psychiatric Inpatient Hospital Services: “Psychiatric Inpatient Hospital Services” means services, to include but not limited to, facilities, professional, allied and supportive medical and paramedical personnel as provided either in an acute care hospital or a free-standing psychiatric hospital to Beneficiaries and Recipients referred by COUNTY, for the care and treatment of an acute episode of mental illness. I. Physician and Transportation Services: “Physician Services” are those services provided by a physician(s) during an acute inpatient stay. “Transportation Services” means those services provided for transport to or from an acute inpatient facility or to or from an appropriate facility. J. May: “May” is used to indicate a permissive or discretionary term or function. COUNTY OF FRESNO Fresno, CA - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 K. Shall: “Shall” is used to introduce a covenant of either COUNTY or PROVIDER, and is mandatory. 2. SCOPE OF WORK A. Psychiatric Services: (1) COUNTY and PROVIDER mutually recognize that services under this Agreement will be rendered by PROVIDER to persons who meet medically necessity criteria for inpatient psychiatric hospitalization and it is not the intention of either COUNTY or PROVIDER that such individuals occupy the position of third-party beneficiaries of the obligations assumed by either party to this Agreement. (a) PROVIDER agrees to render Psychiatric Inpatient Hospital Services to any Beneficiary in need of such services in accordance with regulations adopted pursuant to sections 5775 et seq. and 14680 et seq. of the California Welfare and Institutions Code, and to Recipients referred by COUNTY when PROVIDER has the facilities available. PROVIDER shall also triage any Beneficiary who directly seeks Psychiatric Inpatient Hospital Services. PROVIDER agrees to accept payment in full for Psychiatric Inpatient Hospital Services, as provided in Section Three (3) of this Agreement. (2) PROVIDER shall, at its own expense, provide and maintain facilities and professional, allied and supportive medical and paramedical personnel to provide all necessary and appropriate Psychiatric Inpatient Hospital Services and shall ensure that family members are involved in treatment when appropriate. (3) PROVIDER shall, at its own expense, provide and maintain the organizational and administrative capabilities to carry out its duties and responsibilities under this Agreement and all applicable statutes and regulations pertaining to Medi-Cal providers. (4) PROVIDER shall receive reimbursement for an Administrative Day(s) from the California State Department of Health Care Services, upon the condition that PROVIDER agrees to be responsible for contacting less restrictive facilities (i.e., board and care facilities, room and board facilities, licensed adult residential care facilities, etc.) within a sixty (60) mile radius of PROVIDER’s facility at least once every five (5) days to place Beneficiary in when Beneficiary no COUNTY OF FRESNO Fresno, CA - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 longer requires PROVIDER’s acute care. These contacts must be documented by a brief description of status and the signature of the person making the contacts. Beneficiary’s chart shall be reviewed on a weekly basis if the Beneficiary’s status has changed. B. Licensure and Certification Conditions: (1) PROVIDER hereby represents and warrants that it is currently, and for the duration of this Agreement shall remain, certified by the Joint Commission on Accreditation of Healthcare Organization (JCAHO) and licensed as a general acute care hospital or acute psychiatric hospital in accordance with sections 1250 et seq. of the Health and Safety Code and the licensing regulations contained in Title 22 and Title 17 of the California Code of Regulations. (2) PROVIDER hereby represents and warrants that it is currently, and for the duration of this Agreement shall remain, certified under Title XVIII of the Federal Social Security Act (42 U.S.C. sections 1395 et seq.). C. Utilization Controls: As express conditions precedent to any authorization by COUNTY for payment obligation under the terms of this Agreement: (1) PROVIDER shall adhere to all utilization controls and obtain authorization for services in accordance with sections 5777(g) and 5778(n) of the California Welfare and Institutions Code and regulations adopted pursuant thereto; and (2) PROVIDER shall notify COUNTY within ten (10) calendar days of the emergency admission of a Beneficiary or Recipient. D. Appointment of Liaisons and Agency Status of PROVIDER’s Liaison: (1) PROVIDER shall designate in writing a person to act as liaison to COUNTY. Such person shall coordinate all communications between the parties. The written designation of such person shall constitute the conferral of full agency powers to bind PROVIDER as principal in all dealings with COUNTY/Department(s). (2) COUNTY shall designate a liaison in conformity with the procedures and with such authority as specified in Section Two (2) D of this Agreement. In addition, a COUNTY Admitting Interviewer shall certify UMDAP qualification for Recipients referred by COUNTY. COUNTY shall also designate a Case Manager to coordinate discharges of Medi-Cal and /// COUNTY OF FRESNO Fresno, CA - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 UMDAP clients. Communications to COUNTY shall be submitted to its liaison at the following: Director or Designee Department of Behavioral Health 4441 E. Kings Canyon Road Fresno, CA 93702 E. Service Location: Psychiatric Inpatient Hospital Services rendered Beneficiaries and Recipients pursuant to this Agreement shall be rendered at the following facility: 7171 North Cedar Avenue, Fresno, CA 93720. F. Quality of Care: As express conditions precedent to any authorization by COUNTY for payment under the terms of this Agreement, whether services are performed directly or through the instrumentality of a Delegate as permitted under this Agreement, PROVIDER shall: (1) Assure that any and all eligible Beneficiaries receive care as required by sections 5775 et seq. and 14680 et seq. of the California Welfare and Institutions Code and assure that the same quality of care is rendered to all Recipients referred by COUNTY. Payment may be denied by COUNTY when requirements are not met. (2) Take such action as required by PROVIDER’s Medical Staff bylaws against medical staff members who violate those bylaws, as the same may be from time to time amended. (3) Provide Psychiatric Inpatient Hospital Services in the same manner to persons covered by this Agreement as it provides to all patients to whom it renders Psychiatric Inpatient Hospital Services. (4) Not discriminate in any manner, including admission practices and placement in special or separate wings or rooms, nor make any provision of special or separate meals. G. Complaints: PROVIDER shall log all complaints and the disposition of all complaints from a consumer or a consumer’s family. PROVIDER shall provide a summary of the complaint log entries concerning COUNTY –sponsored Beneficiaries and Recipients to COUNTY at monthly intervals, by the fifteenth (15th) day of the following month, in a format that is mutually agreed upon. PROVIDER shall post signs informing consumers of their right to file a complaint or grievance. PROVIDER shall notify COUNTY of all incidents reportable to state licensing bodies that COUNTY OF FRESNO Fresno, CA - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 affect COUNTY consumers within twenty-four (24) hours of receipt of a complaint. Consistent with consumer privacy rights; PROVIDER shall allow Patient Rights Advocates access to the acute psychiatric inpatient unit to investigate all complaints concerning conditions in the unit. Within fifteen (15) days after each incident or complaint affecting COUNTY – sponsored consumers, PROVIDER shall provide COUNTY with information relevant to the complaint, investigative details of the complaint, not privileged by law, and the disposition of, or corrective action taken to resolve the complaint. Within fifteen (15) days after PROVIDER submits a corrective action plan to a California State licensing and/or accrediting body concerning any sentinel event, as that term is defined by the licensing or accrediting agency, and within fifteen (15) days after PROVIDER receives a corrective action order from a California State licensing and/or accrediting body to address a sentinel event, PROVIDER shall provide a summary of such plans and orders to COUNTY. H. Consumer Satisfaction Survey: PROVIDER shall annually conduct a consumer satisfaction survey of Medi-Cal and UMDAP consumers who receive acute psychiatric inpatient services at CBHC. PROVIDER shall use a survey instrument appropriate to the primary language of the consumer. In administering the survey, PROVIDER shall use instruments in such threshold languages as required by California State or Federal regulatory agencies, including the Office of Civil Rights that is appropriate to the consumers' needs. PROVIDER shall take steps, as necessary to achieve a proportionate sample of survey responses from consumers whose primary language is English and each of the threshold languages in which surveys must be provided. I. Cultural Competence: As related to Cultural and Linguistic Competence, PROVIDER shall comply with: 1) 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. COUNTY OF FRESNO Fresno, CA - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2) Policies and procedures for ensuring access and appropriate use of trained interpreters and material translation services for all LEP clients, including, but not limited to, assessing the cultural and linguistic needs of its clients, training of staff on the policies and procedures, and monitoring its language assistance program. The PROVIDER procedures must include ensuring compliance of any sub-contracted providers with these requirements. 3) PROVIDER shall not use minors as interpreters. 4) PROVIDER shall provide and pay for interpreting and translation services to persons participating in PROVIDER 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 PROVIDER. Interpreter and translation services, including translation of PROVIDER “vital documents” (those documents that contain information that is critical for accessing PROVIDER services or are required by law) shall be provided to participants at no cost to the participant. PROVIDER 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 PROVIDER services. 5) In compliance with the State mandated Culturally and Linguistically Appropriate Services standards as published by the Office of Minority Health, PROVIDER must submit to COUNTY for approval, within sixty (60) days from date of contract execution, PROVIDER plan to address all fifteen national cultural competency standards as set forth in the “National Standards on Culturally and Linguistically Appropriate Services (CLAS)” http://minorityhealth.hhs.gov/assets/pdf/checked/finalreport.pdf. COUNTY’s annual on-site review of PROVIDER shall include collection of documentation to ensure all national standards are implemented. As the national competency standards are updated, PROVIDER plan must be updated accordingly. J. Assumption of Risk by PROVIDER: Whether rendered directly, indirectly or through the instrumentality of a Delegate as permitted under this Agreement, PROVIDER shall bear COUNTY OF FRESNO Fresno, CA - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 total risk for the cost of all Psychiatric Inpatient Hospital Services rendered under this Agreement. As used in this Section “risk” means that PROVIDER covenants to accept as payment in full for the Psychiatric Inpatient Hospital Services described herein, those payments received pursuant to Section Three (3) of this Agreement. Such acceptance of the risk shall be made irrespective of whether the cost of such services, and related administrative expenses, shall have exceeded the authorized payment by COUNTY as set forth in this Agreement. K. Delegation of PROVIDER’s Duties: When Permitted: (1) PROVIDER and COUNTY recognize that the Psychiatric Inpatient Hospital Services to be rendered under this Agreement are personal and non-delegable, except as provided in this Agreement. Any attempt by PROVIDER to delegate or otherwise vest responsibility for performance of its duties in any manner other than those expressly permitted in this Section shall constitute a present material breach of this Agreement. (2) Except as limited by Section Two (2) K (5), delegation of duties by PROVIDER shall not constitute a present material breach only if in conformity with the following: (a) The Delegate renders the Psychiatric Inpatient Hospital Service at PROVIDER’s facility or location with the prior written approval of COUNTY. (b) For services to Beneficiaries only, if the total of all payments by PROVIDER for all delegated services not covered by (a) nor specially authorized under (c) of this subsection will not exceed five percent (5%) of the total Medi-Cal inpatient psychiatric billing by PROVIDER in any consecutive three-month period, PROVIDER may delegate duties to any qualified Delegate under Section Two (2) K (3) without the prior written approval of COUNTY. (c) Any delegation not authorized under (a) or (b) of this subsection shall require the prior written approval of COUNTY. Such prior written approval must be requested in a written application which identifies the proposed Delegate or Delegates, warrants their qualification to render services required by and in conformity with the terms of this Agreement, and identifies the categories of services to be delegated along with an estimate of the percentage of services in those categories which PROVIDER anticipates will be rendered by the Delegate or Delegates. COUNTY OF FRESNO Fresno, CA - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY’s prior approval of a proposed delegation shall not be required if PROVIDER can demonstrate to COUNTY that any such proposed delegation does not offend the express provisions of Section Two (2) K. Such consent is contingent upon COUNTY’s good faith assessment of the burdens and benefits to the Medi-Cal or COUNTY programs and potentially affected Beneficiaries or Recipients of those programs. (3) Notwithstanding authorization under Section Two (2) K (2), PROVIDER shall be responsible for all aspects of performance by its Delegate or Delegates. PROVIDER hereby agrees that any default, refusal to perform or defective performance of any delegated duty or service shall constitute a breach of this Agreement on the part of PROVIDER to the same extent as if such default, refusal to perform or defective performance had been directly committed or incurred by provider. (4) All costs for services rendered by a Delegate or Delegates are included in the all inclusive rates paid to PROVIDER pursuant to Section Three (3) of this Agreement. (5) As a limitation upon the authorizations set forth in Section Two (2) K (2), no delegation shall be attempted or entered if: (a) The Delegate is not licensed and certified to the same extent, as that required of PROVIDER under Section Two (2) B of this Agreement; or (b) The location at which the Delegate is to perform the delegated services is at such a distance from PROVIDER’s location that it is beyond the range considered acceptable in the opinion of COUNTY for provision of the delegated services as it could unnecessarily or unduly burden affected Beneficiaries; or (c) The services are available at PROVIDER’s location. PROVIDER shall not discriminate against Beneficiaries in making a determination of availability of facilities at its own location. L. Delegation of PROVIDER’s Duties: How Accomplished: In any delegation pursuant to authorization contained in Section Two (2) K PROVIDER shall contract in writing with a Delegate or Delegates for the assumption of the primary duty of performance of the duties assumed by PROVIDER under the terms of this Agreement. Any written contract of delegation shall include COUNTY OF FRESNO Fresno, CA - 10 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the following terms: (1) Covenants on the part of PROVIDER and the Delegate that the contract of delegation shall be governed by and construed in accordance with all applicable laws and regulations and this Agreement. (2) Specification of the services to be provided by the Delegate. (3) Specification of the term of the contract of delegation including the beginning and ending dates, as well as methods of extension, renegotiation and termination. (4) A warranty by the Delegate that it presently conforms, and during the life of the delegation shall continue to conform, to the licensure and certification requirements exacted from PROVIDER under Section Two (2) B of this Agreement and that its failure to abide by the terms of this warranty shall be an express condition subsequently discharging PROVIDER from all obligations under the terms of the contract of delegation. (5) A covenant running to COUNTY as an intended third party beneficiary of the contract of delegation whereby the delegate promises: (a) To maintain, for at least six (6) years after the close of the fiscal year in which the contract of delegation was in effect, full books and records pertaining to the goods and services furnished under the terms of the delegation in accordance with general standards applicable to such book and record keeping. (b) To make the books and records maintained under (a) of this subsection available for inspection, examination or copying by agents of COUNTY, the California Department of Health Care Services and the United States Department of Health and Human Services at all reasonable times at the Delegate’s place of business, or at such other location in California approved in writing by COUNTY. (c) To make full disclosure of the method and amount of compensation or other direct or indirect consideration received by the Delegate from PROVIDER. (d) That no services rendered on behalf of PROVIDER by the Delegate pursuant to the contract of delegation will be billed to COUNTY or the fiscal intermediary by the Delegate; the Delegate will look exclusively to PROVIDER for compensation under the terms COUNTY OF FRESNO Fresno, CA - 11 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of the contract of delegation. (e) To hold harmless COUNTY, the State Department of Health Care Services, the State of California and Beneficiaries in the event that PROVIDER cannot or will not pay for services performed by the Delegate pursuant to the terms of the contract of delegation. M. Patient Rights: PROVIDER, or any Delegate performing the covenants of PROVIDER pursuant to the terms of this Agreement, shall adopt and post in a conspicuous place a written policy on patient rights in accordance with section 70707 of Title 22 of the California Code of Regulations and section 5325.1 of the California Welfare and Institutions Code and Title 42 Code of Federal Regulations section 438.100. Complaints by Beneficiaries or Recipients with regard to substandard conditions may be investigated by COUNTY’s Patient’s Rights Advocate, COUNTY, the State Department of Health Care Services, the JCAHO, or such other agency, as required by law or regulation. N. Reporting: PROVIDER, or any Delegate performing the covenants of PROVIDER pursuant to the terms of this Agreement, shall provide at COUNTY’s request, any required reports to COUNTY which may include performance outcome reports. O. Implementation Plan: PROVIDER’s services and processes for implementation as identified in this Agreement, shall incorporate COUNTY’s “Implementation Plan for Psychiatric Inpatient Hospital Services Consolidation”, incorporated herein by reference. Such plan is subject to change pending State approval/modifications. Upon the giving of thirty (30) days advance written notice to PROVIDER any and all changes to such plan shall be incorporated herein and become part of this Agreement. P. UMDAP Application: PROVIDER shall inform low income, uninsured and under-insured persons admitted to facility of the COUNTY’s UMDAP program. COUNTY authorizes PROVIDER to initiate the UMDAP application process using a COUNTY-approved form (Exhibit A of this Agreement, attached hereto and incorporated herein by reference) and may transcribe information as stated by person or family onto said form. The application form must have the original signature of the person admitted to facility or his/her authorized representative. The completed application shall be submitted to COUNTY within one (1) business day of admission for COUNTY OF FRESNO Fresno, CA - 12 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 inpatient psychiatric services. COUNTY reserves the right to determine UMDAP eligibility and will notify PROVIDER of the person’s eligibility within five (5) working days. Q. Notification of Admission: PROVIDER shall notify COUNTY within 24 hours of all Beneficiaries and or Recipients admitted for services. R. Mental Health Certification Review Hearings: COUNTY will be responsible to provide for and compensate the Mental Health Certification Review Hearing Officer for all hearings performed at PROVIDER’s facility in accordance with Welfare and Institutions Code sections 5250 through 5270.35. PROVIDER will provide a location that allows for confidentiality and is compatible with and is least disruptive to the treatment being provided to the Beneficiary or Recipient. S. Assistance by DBH Case Managers: DBH case managers will provide input on planning to PROVIDER and will assist seriously mentally ill clients with necessary outpatient mental health and other necessary services once the client is discharged. Said staff will not be responsible for the outcome of the discharge planning or the bed utilization of the clients. T. Onsite Reviews & Liaison Services by DBH: DBH shall designate select County clinical staff to perform onsite reviews and liaison services for COUNTY consumers receiving services by PROVIDER. The designated clinical staff shall perform chart reviews, Treatment Authorization Requests (TAR), and shall provide mutually agreed to training to select PROVIDER staff. 3. PAYMENT PROVISIONS A. Rate Structure: (1) Beneficiaries: Provided that there shall first have been a submission of claims in accordance with Section Three (3) C of this Agreement, and payment authorization from COUNTY, PROVIDER shall be paid by the California Department of Health Care Services at the following all- inclusive rate per patient day for acute Psychiatric Inpatient Hospital Services, excluding professional fees, based on the following accommodation codes: /// COUNTY OF FRESNO Fresno, CA - 13 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Accommodation Code Description Rate 169 Administrative $519.94 (effective 8/1/13) Day 124 Room & Board, $1,111.00 (Fiscal Year 2014-15) Semi-Private, 2-Bed, Psychiatric It is agreed by all parties that the annual fiscal year rate increases will reflect the Consumer Price Index (CPI) rate for inpatient hospital services that is released during the last month of the current fiscal year not to exceed a maximum increase of four (4) percent from the previous fiscal year’s rate for each subsequent fiscal year throughout the contract period not to exceed the maximum compensation amount of Four Million Five Hundred Fifty Thousand and No/100 Dollars ($4,550,000.00). (2) Recipients: Only for those Recipients with UMDAP eligibility or retroactive eligibility for the period of hospitalization and where COUNTY received notification within twenty- four (24) hours of admission specifically referred by COUNTY to PROVIDER, and for which there shall first have been a submission of claims in accordance with Section Three (3) C of this Agreement and for each approved day as determined by utilization review performed by COUNTY, PROVIDER shall be paid by COUNTY at the following all-inclusive rate(s) per patient per day for acute Psychiatric Inpatient Hospital Services, excluding professional fees, based on the following accommodation codes: Accommodation Code Description Rate 169 Administrative Day $519.94 (effective 8/1/13) 124 Room & Board, $1,111.00 (Fiscal Year 2014-15) Semi-Private, 2-bed, Psychiatric It is agreed by all parties that the annual fiscal year rate increases will reflect the Consumer Price Index (CPI) rate for inpatient hospital services that is released during the last month of the current fiscal year not to exceed a maximum increase of four (4) percent from the previous fiscal year’s rate for each subsequent fiscal year throughout the contract period not to exceed the maximum compensation amount of Four Million Five Hundred Fifty Thousand and No/100 Dollars ($4,550,000.00). COUNTY OF FRESNO Fresno, CA - 14 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The maximum compensation for each twelve (12) month period shall not exceed Four Million Five Hundred Fifty Thousand and No/100 Dollars ($4,550,000.00). Quarterly volumes will be tracked by PROVIDER and provided to COUNTY not later than the end of the month following the end of each quarter (beginning with a report in October 2015 for the quarter ending September 30, 2015). It is understood by COUNTY and PROVIDER that the California Department of Health Care Services, Rate and Development Branch is responsible for establishing the Administrative Day Rate during each State fiscal year, which may supersede the rate stated above. It is further understood by COUNTY and PROVIDER that the Department of Behavioral Health Director or designee and the Director or designee of Fresno Community Medical Center dba Community Behavioral Health Center (PROVIDER) are responsible for negotiating and establishing the Psychiatric Inpatient Day Rate (Room & Board, Semi-Private, 2-bed, Psychiatric) during each fiscal year, which may supersede the rate stated above. Said rate adjustment(s) shall be approved by COUNTY’s Department of Behavioral Health Director, or designee and PROVIDER and become part of this Agreement. Any rate adjustment(s) shall not result in an increase to the maximum compensation of the Agreement as stated herein. For those Beneficiaries and Recipients determined by DBH Intensive Services Staff to meet medical necessity criteria for acute inpatient hospitalization and referred to PROVIDER and admitted to the facility; and should the retrospective review of the client record fail to meet Medi- Cal medical necessity criteria, COUNTY will compensate PROVIDER at the rate of One Thousand One Hundred Eleven and No/100 Dollars ($1,111.00) plus the CPI rate up to One Thousand One Hundred Fifty Five Thousand and 44/100 Dollars ($1,155.44) per day of admission in these instances for Fiscal Year (FY) 2015-16, COUNTY will compensate PROVIDER up to the rate of One Thousand Two Hundred One and 66/100 Dollars ($1,201.66) per day of admission in these instances for FY 2016-17, and COUNTY will compensate PROVIDER up to the rate of One Thousand Two Hundred Forty Nine and 72/100 Dollars ($1,249.72) per day of admission in these instances for FY 2017-18. If said client is a beneficiary, COUNTY will adjust the TAR in accordance with Medi-Cal medical necessity criteria to prevent an incorrect claim to the State. COUNTY shall pay PROVIDER, COUNTY OF FRESNO Fresno, CA - 15 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 in arrears, for services provided during the previous month, within forty-five (45) days after receipt and verification of PROVIDER’s invoices by COUNTY. B. Physician and Transportation Services: (1) The rate structure under Section Three (3) A of this Agreement is for Hospital Services, and shall not include Physician Services rendered to Beneficiaries or Recipients covered under this Agreement, or Transportation Services required in providing Psychiatric Inpatient Hospital Services. However, in the event that Transportation Services are Medi-Cal eligible services, they shall be billed separately from the per diem rate for Psychiatric Inpatient Hospital Services to the State’s Fiscal Intermediary. (2) Services to Beneficiaries or Recipients for non-psychiatric conditions and/or diagnoses are not covered under this Agreement. C. Billing Procedures as Express Conditions Precedent to COUNTY’s Authorization for Payment: (1) As an express condition precedent to COUNTY’s authorization for payment under Section Three (3) A of this Agreement, PROVIDER shall determine that Psychiatric Inpatient Hospital Services rendered to are not covered, in whole or in part, under any other State of California or Federal medical care program other than Medi-Cal, UMDAP, or under any other contractual or legal entitlement, including, but not limited to, a private group indemnification or insurance program or workers’ compensation. To the extent that such coverage is available, COUNTY’s authorization for payment pursuant to Section Three (3) A shall be reduced. The Beneficiary’s or Recipient's share of cost i.e., payments required to be made by Beneficiary or Recipient's under applicable insurance policies, etc., will also reduce the State’s Medi-Cal payment obligation or COUNTY’s payment obligation. (2) As a further express condition precedent to any COUNTY authorization for payment under Section Three (3) A of this Agreement, PROVIDER shall submit claims addressed to Fresno County Mental Health Plan, 4409 E. Inyo, Mod A, Fresno, CA 93702: Attention Division Manager for all services rendered to Beneficiaries under the terms of this Agreement, in accordance with the applicable billing requirements contained in section 5778 of the California Welfare and COUNTY OF FRESNO Fresno, CA - 16 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Institutions Code and the regulations adopted thereto. (3) An authorized day of service shall be billed for each person who occupies an inpatient psychiatric bed at 12:00 midnight in the facilities of either PROVIDER or an authorized Delegate. Day of discharge shall not be billed. However, a day of service may be billed if the person is admitted and discharged during the same day provided that such admission and discharge is not within 24 hours of a prior discharge. For billing purposes, Beneficiaries and Recipients must meet emergency admission criteria, documentation requirements, treatment and discharge planning requirements and have received an approved TAR for the days being billed. TAR’s and supporting documentation must be submitted within fourteen (14) calendar days of Beneficiaries and Recipients being discharged from the facility. D. Recovery of Overpayments to PROVIDER, Liability for Interest: (1) When an audit performed by COUNTY, the Department, the California Department of Health Care Services, the State Controller’s Office, or any other authorized agency discloses that PROVIDER has been overpaid under this Agreement, or where the total payments exceed the total liability under this Agreement, PROVIDER covenants that any such overpayment or excess payment over liability may be recouped by COUNTY by withholding authorization of the amount due from future payments, seeking recovery by payment from PROVIDER, or a combination of these two methods. (2) Overpayments determined as a result of audits of periods prior to the effective date of this Agreement may be recouped by COUNTY withholding authorization of the amount due from what would otherwise be COUNTY’s/Department’s liability under this Agreement, seeking recovery by payment from PROVIDER, or a combination of these two methods. (3) When recoupment or recovery is sought under Subsection One (1) of this Section PROVIDER may appeal according to applicable procedural requirements of sections 5775 et seq. and 14680 et seq. of the California Welfare and Institutions Code, with the following exceptions: (a) The recovery or recoupment shall commence sixty (60) days after issuance of account status or demand resulting from an audit or review and shall not be deferred by the filing of a request for an appeal according to the applicable regulations. COUNTY OF FRESNO Fresno, CA - 17 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (b) PROVIDER’s liability to COUNTY for any amount recovered under this Section shall be as provided in section 5778(h) of the California Welfare and Institutions Code and regulations adopted pursuant thereto. E. Customary Charges Limitation: (1) Notwithstanding any other provision in this Agreement, COUNTY’s authorization for payment to PROVIDER shall not exceed PROVIDER’s total customary charges for like services during each hospital fiscal year or part thereof, in which this Agreement is in effect. COUNTY/Department may recoup any excess of total payments above such total customary charges under Section Three (3) D. (2) As used in Subsection One (1) of this Section “customary charges” is defined as those uniform charges listed in a PROVIDER’s established charge schedule which is in effect and applied consistently to most patients and recognized for program reimbursement. Where a PROVIDER does not have an established charge schedule in effect and applied to most patients, the determined “customary charges” are the most frequent or typical charges imposed uniformly for given items or services. However, in either case, in order to be considered customary charges, they must actually be imposed uniformly on most patients and actually be collected from a substantial percentage of “patients liable for payment on a charge basis.” Such charges must also be recognized for program reimbursement (see Department of Health and Human Services, Health Care Financing Administration, Medicare Provider Reimbursement Manual, Part 1 (“HCFA 15-1”), Chapter 26, section 2604.3), and is defined in conformity with 42 USC section 1395f, 42 CFR Part 413 and the regulations promulgated pursuant thereto. “Nominal” provider’s charges are exempt from this section. A provider’s charges are considered “nominal” where the aggregate customary charges are less than one-half of the reasonable cost of service or items by such charges. Nominal charges are charges which are usually taken in nature and not intended to be full reimbursement for the items or services furnished (HCFA 15-1, Chapter 26, section 2604.4). 4. FUNDING In the event that funding for these services is delayed by the State Controller, COUNTY may defer payment to PROVIDER. The amount of the deferred payment shall not exceed the amount COUNTY OF FRESNO Fresno, CA - 18 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of funding delayed by the State Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller’s delay of payment to COUNTY plus forty-five (45) days. 5. RECORDS AND AUDIT PROVISIONS A. On-site Reviews: (1) Agents of COUNTY and the California Department of Health Care Services shall conduct audits or reviews, including on-site audits or reviews, of performance under this Agreement. These audits or reviews may evaluate the following: (a) Level and quality of care and the necessity and appropriateness of the services provided. (b) Internal procedures for assuring efficiency, economy and quality of care and program compliance. (c) Compliance with COUNTY Client Grievances Procedures. (d) Monitoring of Beneficiary complaints. (e) Financial records for fiscal audits when determined necessary to protect public funds. (2) PROVIDER shall make adequate office space available for the review team or auditors to meet and confer. Such space must be capable of being locked and secured to protect the work of the review team or auditors during the period of their investigation. (3) On-site reviews and audits shall occur during normal working hours with at least 72-hour notice, except that unannounced on-site reviews and requests for information may be made in those exceptional situations where arrangement of an appointment beforehand is clearly not possible or clearly inappropriate to the nature of the intended visit. B. Records to be Kept, Audit or Review, Availability, Period of Retention: PROVIDER covenants that the following will occur: (1) It shall maintain books, records, documents, and other evidence, accounting procedures, and practices sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred in the performance of this Agreement. COUNTY OF FRESNO Fresno, CA - 19 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (2) The above information shall be maintained in accordance with Medicare principles of reimbursement and generally accepted accounting principles, and shall be consistent with the requirements of the Office of Statewide Health Planning and Development. (3) It shall also maintain medical records required by sections 70747 - 70751 of Title 22 of the California Code of Regulations, and other records related to a Beneficiary’s or Recipient's eligibility for services, the service rendered, the Beneficiary to whom the service was rendered, the date of the service, the medical necessity of the service and the quality of the care provided. Records shall be maintained in accordance with section 51476 of Title 22 of the California Code of Regulations. (4) The facility or office, or such part thereof as may be engaged in the performance of this Agreement, and the information specified in this Section shall be subject at all reasonable times to inspection, audits and reproduction by any duly authorized agents of COUNTY, Department, the California State Department of Health Care Services, the Federal Department of Health and Human Services and Comptroller General of the United States. (5) It shall preserve and make available its records relating to payments made under this Agreement for a period of six (6) years from the close of PROVIDER’s fiscal year, or for such longer period, required by subsections (a) and (b) below. (a) If this Agreement is terminated, the records relating to the work terminated shall be preserved and made available for a period of six (6) years from the date of the last payment made under this Agreement. (b) If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the six (6) -year period, the related records shall be retained until completion and resolution of all issues arising therefrom or until the end of the six (6) -year period, whichever is later. 6. GENERAL PROVISIONS A. Term: This Agreement shall become effective the 1st day of July 2015 and shall terminate on the 30th day of June 2018. This Agreement shall continue to apply to any Beneficiary(ies) and Recipient(s) receiving psychiatric inpatient hospital services at the date of COUNTY OF FRESNO Fresno, CA - 20 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 termination. B. Termination: (1) 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 PROVIDER thirty (30) days advance written notice. (2) Breach of Contract - COUNTY or PROVIDER may immediately suspend or terminate this Agreement in whole or in part, where in the determination of COUNTY or PROVIDER there is: a) An illegal or improper use of funds; b) A failure to comply with any term of this Agreement; c) A substantially incorrect or incomplete report submitted to COUNTY; d) Improperly performed service. In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this Agreement or any default which may then exist on the part of PROVIDER. Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default. COUNTY shall have the right to demand of PROVIDER the repayment to COUNTY of any funds disbursed to PROVIDER under this Agreement, which in the judgment of COUNTY were not expended in accordance with the terms of this Agreement. PROVIDER shall promptly refund any such funds upon demand or at COUNTY’s option, such repayment shall be deducted from future payments owing to PROVIDER under this Agreement. (3) Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by PROVIDER or COUNTY or COUNTY's Director Department of Behavioral Health or designee upon the giving of thirty (30) days advance written notice of an intention to terminate. C. Headings: The headings contained in this Agreement are for reference purposes only and shall not affect in any way its meaning or interpretation. COUNTY OF FRESNO Fresno, CA - 21 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 D. Governing Authorities: (1) This Agreement shall be governed and construed in accordance with: (a) Part 2.5, Division 5 of the California Welfare and Institutions Code and regulations adopted pursuant thereto and all other applicable State of California laws and regulations according to their content on the effective date stipulated in Section Five (5). A.; and (b) Titles 42 and 45 (Part 74) of the Code of Federal Regulations and all other applicable Federal laws and regulations according to their content on and after the Agreement’s effective date stipulated in Section Six (6) A, except those provisions or applications of those provisions waived by the Secretary of the United States Department of Health and Human Services; and (c) The laws of the State of California. (2) Any provision of this Agreement in conflict with the laws or regulations stipulated in One (1) of this Section is hereby amended to conform to the provisions of those laws and regulations. Such amendment of the Agreement shall be effective on the effective date of the statute or regulation necessitating it, and shall be binding on the parties even though such amendment may not have been reduced to writing and formally agreed upon and executed by the parties as provided in Section Six (6) Sub-section J. E. Conformance with Federal Regulations: PROVIDER stipulates that this Agreement, in part, implements Title XIX of the Federal Social Security Act (42 U.S.C. §§1396 et seq.) and, accordingly, covenants that it will conform to such requirements and regulations as the United States Department of Health and Human Services may issue from time to time, pursuant to Title XIX of the Federal Social Security Act, except for those provisions waived by the Secretary of the United States Department of Health and Human Services. PROVIDER shall conform with the provisions of the Copeland Anti-Kickback Act (18 U.S.C. 874 and 40 U.S.C. 276c) which required that all contracts and subcontracts in excess of Two Thousand and No/100 Dollars ($2,000.00) for construction or repair awarded by the contractor and its subcontractors shall include a provision for compliance with the Copeland Anti-Kickback Act (18 U.SC. 874), as supplemented by Department of Labor regulations (Title 29, CFR, Part 3, "Contractors and Subcontractors on Public Building or COUNTY OF FRESNO Fresno, CA - 22 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Public Work Financed in Whole or in part by Loans or Grants from the United States"). PROVIDER shall comply with the provisions of Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7), which requires that, when required by Federal Medicaid program legislation, all construction contracts awarded by the Contractor and its Subcontractors of more than Two Thousand and No/100 Dollars ($2,000.00) shall include a provision for compliance with the Davis- Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (Title 29, CFR, Part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). PROVIDER shall comply with the provisions of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as applicable, which requires that all subcontracts awarded by the Contractor in excess of Two Thousand and No/100 Dollars ($2,000.00) for construction and in excess of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for other subcontracts that involve the employment of mechanics or laborers shall involve a provision for compliance with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-33), as supplemented by Department of Labor regulations (Title 29, CFR, Part 5). PROVIDER shall comply with the provisions of Title 42,CFR, section 438.610 and Executive Orders 12549 and 12689, "Debarment and Suspension," which excludes parties listed on the General Services Administration's list of parties excluded from federal procurement or non- procurement programs from having a relationship with the Contractor. PROVIDER shall not employ or contract with provider or other individuals and entities excluded from participation in Federal health care programs under either section 1128 or 1128A of the Social Security Act. Federal financial participation is not available for amounts expended for providers excluded by Medicare, Medicaid, or the State Children's Insurance Program, except for emergency services. F. Agreement Administrator - Delegation of Authority: COUNTY will administer this Agreement through a single administrator, the Director or designee of Department of Behavioral Health. Until such time as COUNTY gives PROVIDER written notice of a successor appointment, the person designated above shall make all determinations and take all actions necessary to administer COUNTY OF FRESNO Fresno, CA - 23 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 this Agreement, subject to the limitations of California laws and California State administrative regulations. No person other than the Director or designee shall be considered to have the delegated authority of, or to be acting on behalf of, the Director or designee unless the Director or designee has expressly stated in writing that the person is acting as his/her authorized agent. G. If PROVIDER expends Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) or more in Federal and Federal flow through monies, PROVIDER agrees to conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth in Office of Management and Budget (OMB) Circular A-133. PROVIDER shall submit said audit and management letter to COUNTY. The audit must include a statement of findings or a statement that there were no findings. If there were negative findings, PROVIDER must include a corrective action plan signed by an authorized individual. PROVIDER agrees to take action to correct any material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY’s Department of Behavioral Health Business Office for review within nine (9) months of the end of any fiscal year in which funds were expended and/or received for the program. Failure to perform the requisite audit functions as required by this Agreement may result in COUNTY performing the necessary audit tasks, or at COUNTY’s option, contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to enter into future agreements with PROVIDER. All audit costs related to this Agreement are the sole responsibility of PROVIDER. A single audit report is not applicable if all PROVIDER’s Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000.00) requirement or PROVIDER’s only funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be performed and a program audit report with management letter shall be submitted by PROVIDER to COUNTY as a minimum requirement to attest to PROVIDER’s solvency. Said audit report shall be delivered to COUNTY’s Department of Behavioral Health Business Office for review no later than nine (9) months after the close of the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of PROVIDER who agrees to take corrective COUNTY OF FRESNO Fresno, CA - 24 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 action to eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed by COUNTY under this Section shall be billed to the PROVIDER at COUNTY cost, as determined by COUNTY’s Auditor-Controller/Treasurer-Tax Collector. PROVIDER shall make available all records and accounts for inspection by COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at least three (3) years following final payment under this Agreement or the closure of all other pending matters, whichever is later. H. Notices: The persons having authority to give and receive notices under this Agreement and their addresses include the following: COUNTY PROVIDER Director, Fresno County Director, Department of Behavioral Health Behavioral Health Services 4441 E. Kings Canyon Road Fresno Community Hospital & Medical Center Fresno, CA 93702 Fresno and “R” Streets Fresno, CA 93721 Any and all notices between COUNTY and PROVIDER provided for or permitted under this Agreement or by law, shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to such party. I. Independent Contractor: In performance of the work, duties, and obligations assumed by PROVIDER under this Agreement, it is mutually understood and agreed that PROVIDER, including any and all of PROVIDER’s officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which PROVIDER shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that PROVIDER is performing its obligations in accordance with the terms and conditions thereof. PROVIDER and COUNTY shall comply with all applicable COUNTY OF FRESNO Fresno, CA - 25 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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, PROVIDER shall have absolutely no right to employment rights and benefits available to COUNTY employees. PROVIDER shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, PROVIDER shall be solely responsible and save COUNTY harmless from all matters relating to payment of PROVIDER’s employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, PROVIDER may be providing services to others unrelated to the COUNTY or to this Agreement. J. 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. K. Beneficiary Eligibility: This Agreement is not intended to change the determination of Medi-Cal eligibility for Beneficiaries in any way. However, in the event the California State Legislature or Congress of the United States enacts a statute which redefines Medi- Cal eligibility so as to affect the provision of Psychiatric Inpatient Hospital Services under this Agreement, this new definition shall apply to the terms of this Agreement. L. Hold Harmless: PROVIDER agrees to indemnify, save, hold harmless, and at COUNTY’s request, defend 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 PROVIDER, its 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 PROVIDER, its officers, agents or employees under this Agreement. In addition, PROVIDER agrees to indemnify COUNTY for Federal, State of California and/or local audit exceptions resulting from noncompliance herein on the part of the PROVIDER. M. Limitation of COUNTY/State Liability: The liability of COUNTY and State of COUNTY OF FRESNO Fresno, CA - 26 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 California shall not exceed the amount of funds appropriated in the support of this Agreement by the California Legislature. N. Insurance: Without limiting COUNTY's right to obtain indemnification from PROVIDER or any third parties, PROVIDER, at its sole expense, shall maintain in full force and affect the following insurance policies throughout the term of this Agreement: (1) Commercial General Liability Commercial General Liability Insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence. This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including completed operations, product liability, contractual liability, Explosion, Collapse, and Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. (2) Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Five Hundred Thousand Dollars ($500,000) per person, One Million Dollars ($1,000,000) per accident and for property damages of not less than Fifty Thousand Dollars ($50,000), or such coverage with a combined single limit of One Million Dollars ($1,000,000). Coverage should include owned and non-owned vehicles used in connection with this Agreement. (3) Professional Liability If PROVIDER employs licensed professional staff (e.g. Ph.D., R.N., L.C.S.W., M.F.T..) in providing services, Professional Liability Insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence. (4) Worker’s Compensation A policy of Worker’s Compensation Insurance as may be required by the California Labor Code. PROVIDER 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 COUNTY OF FRESNO Fresno, CA - 27 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under PROVIDER'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 PROVIDER signs this Agreement, PROVIDER shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies, as required herein, to the County of Fresno, 4409 E. Inyo Street, Fresno, California, 93727, Attention: Mental Health Plan, 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 PROVIDER'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 PROVIDER fails to keep in effect at all times insurance coverage as herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. O. Conflict of Interest: No officer, agent, or employee of the COUNTY who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. No officer, agent, or employee of the COUNTY who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal COUNTY OF FRESNO Fresno, CA - 28 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed by PROVIDER to fulfill any contractual obligations with COUNTY. The PROVIDER 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 the COUNTY. P. Non-Discrimination: During the performance of this Agreement, PROVIDER shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex, pursuant to all applicable California State and Federal statutes and regulations. Q. Confidentiality of Information: (1) Notwithstanding any other provision of this Agreement, names of persons receiving public social services are confidential and are to be protected from unauthorized disclosure in accordance with Title 45, Code of Federal Regulations section 205.50; sections 5328, 10850 and 14100.2 of the California Welfare and Institutions Code; and, regulations adopted pursuant thereto. For the purpose of this Agreement, all information, records, and data elements pertaining to Beneficiaries shall be protected by PROVIDER from unauthorized disclosure. (2) With respect to any identifiable information concerning Beneficiaries under this Agreement that is obtained by PROVIDER or its Delegates, PROVIDER; (a) Shall not use any such information for any purpose other than carrying out the express terms of this Agreement; and (b) Shall promptly transmit to COUNTY all requests for disclosure of such information; and (c) Shall not disclose, except as otherwise specifically permitted by this Agreement, any such information to any party other than COUNTY without COUNTY’s prior written authorization specifying that the information may be released under Title 45, Code of Federal Regulations Section 205.50; sections 10850 and 14100.2 of the California Welfare and Institutions Code; and, regulations adopted pursuant thereto; and, COUNTY OF FRESNO Fresno, CA - 29 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (d) Shall, at the termination of this Agreement, return all such information to COUNTY or maintain such information according to written procedures sent to PROVIDER by COUNTY for this purpose. (e) All services performed by PROVIDER under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. R. Governing Law: The parties agree, that for the purposes of venue, performance under this Agreement is to be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. S. Disclosure of Self-Dealing Transactions: This provision is only applicable if the PROVIDER is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the PROVIDER changes its status to operate as a corporation. Members of the PROVIDER’s Board of Directors shall disclose any self-dealing transactions that they are a party to while PROVIDER is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the PROVIDER is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit B) and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. T. Health Insurance Portability and Accountability Act COUNTY and PROVIDER each consider and represent themselves as covered entities as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 104-191(HIPAA) and agree to use and disclose Protected Health Information (PHI) as required by law. COUNTY and PROVIDER acknowledge that the exchange of protected health information between them is only for treatment, payment, and health care operations. COUNTY and COUNTY OF FRESNO Fresno, CA - 30 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROVIDER intend to protect the privacy and provide for the security of PHI pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and other applicable laws. As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require PROVIDER to enter into a contract containing specific requirements prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations (CFR). U. Disclosure of Ownership and/or Control Interest Information This provision is only applicable if PROVIDER 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), PROVIDER shall complete Exhibit C, “Disclosure of Ownership and Control Interest Statement”, attached hereto and by this reference incorporated herein. PROVIDER shall submit this form to the Department of Behavioral Health within thirty (30) days of the effective date of this Agreement. Additionally, PROVIDER shall report any changes to this information within thirty five (35) days of occurrence by completing Exhibit C, “Disclosure of Ownership and Control Interest Statement.” Submissions shall be scanned pdf copies and are to be sent via email to DBHAdministration@co.fresno.ca.us attention: Contracts Administration. V. Entire Agreement: This Agreement, including all exhibits, constitutes the entire agreement between PROVIDER 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. /// /// /// 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year 2 first hereinabove written. 3 4 ATTEST: 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROVIDER: FRESNO COMMUNITY HOSPITAL AND MEDICAL CENTER Title: President/CEO Chairman of the Board, or President, or any Vice President By~IU~ Print Name: J lA. 0.. V\ i h \ ~~~ z.... Title: V leJ.--~L..V~~ Secretary (of Corporation), or any Assistant Secretary, or Chief Financial Officer, or any Assistant Treasurer Mailing Address: Fresno and "R" Streets Fresno, CA 93721 Contact: Director, Behavioral Health Services COUNTY OF FRESNO Date: BERNICE E. SEIDEL, Clerk Board of Supervisors By Ju,Sfuyv ~s.bo-,p 1 ~ Date: Od-obey /3. d.DI!:J ' PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED -31 -COUNTY OF FRESNO Fresno, CA Exhibit A Page 1 of 2 Community Behavioral Health Center UMDAP Application 0017aamhd CLIENT INFORMATION 1. Name Date of Birth File Number RESPONSIBLE PARTY INFORMATION 2. Name Relationship to Client Date of Birth Marital Status 3. Address Telephone Number 4. Veteran Social Security Number 5. Employer Position If not employed, date last worked 6. Employer’s Address Telephone Number 7. Spouse Address 8. Spouse’s Employer Position If not employed, date last worked 9. Spouse’s Employer’s Address Telephone Number 10. Nearest Relative Telephone/Address THIRD PARTY INFORMATION 11. Insurance Company Address 12. Policy/Group/ID Number Assignment/Release of Information obtained 13. V.A. Claim Number Medicare Claim Number 14. Medi-Cal Claim Number Date referred for Eligibility Determination FINANCIAL LIABILITY Schedule of Asset Allowances Persons 15. Gross monthly family income: Responsible person 1 $1500 6 $2600 Spouse 2 $2250 7 $2700 Other 3 $2300 8 $2800 16. TOTAL 4 $2400 9 $2900 17. Number of dependent on income 5 $2500 10 or more $3000 ASSET DETERMINATION 18. List all liquid assets (savings, bank balances, market value of stocks, bonds and Mutual savings): Source Amount $ $ $ 19. Total of liquid assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20. Insert amount from schedule of Asset Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 21. Total net liquid assets (Deduct line 20 from line 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22. Divide line 21 by 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23. Add lines 16 and 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Exhibit A Page 2 of 2 Community Behavioral Health Center UMDAP Application 0017aamhd ALLOWABLE EXPENSES 24. Court ordered obligations paid monthly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25. Monthly child care (necessary for employment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26. Monthly dependent support payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27. Monthly medical expense payments in excess of 3% of gross income . . . . . . . . . . . . . . . . . . . . . . . . $ 28. Monthly mandated deductions from gross income for retirement plans (not Social Security – Allowance made in payment schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29. Total allowable expense (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30. Deduct line 29 from line 23 (adjusted gross income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31. Use line 17 and line 30 to determine the annual liability from Fee Schedule . . . . . . . . . . . . . . . . . . . . $ 32. Agreed upon payment plan to satisfy the above liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33. Annual liability and service period: From To 34. Provider of Financial Information (if other than patient or responsible person) Name Address 35. Adjusted by Reason 36. Approved by Date 37. I affirm that the statements made herein are true and correct to the best of my knowledge and I agree to the payment plan as stated on line 34. Signature of Patient or Responsible Person Date 38. An explanation of the UMDAP liability was provided. Signature of Interviewer Date Exhibit B 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 B 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 C 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 C 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