3-Attachment B - Standard Provider Agreement.docx

ORGANIZATIONAL PROVIDER AGREEMENT BETWEEN THE COUNTY OF VENTURA AND (Insert Contractor Legal Entity Name)

MEDI-CAL SPECIALTY MENTAL HEALTH SERVICES

This Agreement (Agreement) is made effective July 1, 202X, for Adult Residential Treatment Services, by and between the COUNTY OF VENTURA, acting through its Behavioral Health Department (VCBH), a primary service provider, (COUNTY), and INSERT CONTRACTOR LEGAL ENTITY NAME (CONTRACTOR), (individually, Party, collectively Parties), hereby superseding all previous agreements and amendments for these services.

Effective July 1, 202X, Agreement is as follows:

1. TERM. The term of this Agreement is through June 30, 202X, and may be extended by mutual agreement of the parties for up to two (2) additional one (1) year periods, subject to budgetary approval by the Ventura County Board of Supervisors.

2. DESCRIPTION OF SERVICES. CONTRACTOR shall furnish and provide all personnel, equipment, and supplies necessary to perform the services in the type and manner described in Exhibit A (PROGRAM DESCRIPTION), attached and incorporated by this reference.

3. PAYMENT. The Agreement not to exceed amount for FY 2025-26 is $x. Exhibit B identifies the Agreement not to exceed amount for provider services in the amount of $x, and Exhibit C identifies the Agreement not to exceed amount for budgetary or room and board services in the amount of $x.

This not to exceed amount is not a guaranteed sum but shall be paid only for services actually rendered. Any unspent fiscal year appropriation does not roll over and is not available for services provided in subsequent years.

4. NOTICE.

A. Notice shall be deemed to have been served when it is deposited in the United States Mail, registered, or certified, postage prepaid, and addressed as follows:

Either party may, by giving written notice in accordance with this paragraph, change the names or addresses of the persons or departments designated for receipt of future notices. When addressed in accordance with this paragraph and deposited in the United States mail, certified or registered mail, postage prepaid, notices shall be deemed given on the third day following such deposit in the United States mail. In all other instances, notices shall be deemed given at the time of actual delivery.

B. Site Certification. The CONTRACTOR shall notify the COUNTY in writing of any change in organizational name, Head of Service or principal business at least fifteen (15) business days in advance of the change. CONTRACTOR shall notify COUNTY of a change of service location at least six (6) months in advance to allow COUNTY sufficient time to comply with site certification requirements. Said notice shall become part of this Agreement upon acknowledgment in writing by COUNTY, and no further amendment of the Agreement shall be necessary provided that such change of address does not conflict with any other provisions of this Agreement. Should CONTRACTOR be unable to provide six (6) months notification to COUNTY of a chance of service location, CONTRACTOR will notify COUNTY at the earliest opportunity in order to facilitate the site certification process.

C. Organizational Status/Ability to Provide Services. CONTRACTOR must immediately notify COUNTY of a change in ownership, organizational status, licensure, or ability of CONTRACTOR to provide the quantity or quality of the contracted services in a timely fashion.

5. DIRECTOR. As used in this Agreement, DIRECTOR shall mean the Director of VCBH.

6. OPERATION AND ADMINISTRATION.

A. CONTRACTOR or the Board of Directors of CONTRACTOR shall operate according to the provisions of its Articles of Incorporation and/or By-Laws. Said documents and any amendments shall be maintained and retained by the CONTRACTOR and made available for review and/or inspection by the COUNTY at reasonable times during normal business hours.

B. CONTRACTOR shall make available upon request by the DIRECTOR copies of all public information which is material to the performance of this Agreement.

C. This Agreement shall be administered on behalf of COUNTY by the DIRECTOR or his or her designee. The DIRECTOR or his or her designee is authorized to take such actions in administering this Agreement on behalf of COUNTY as may be necessary or appropriate, including, by the way of example, but without limitation, agreeing to extensions of this Agreement on behalf of COUNTY, and giving notices of termination. CONTRACTOR shall designate a person who shall function as a liaison with COUNTY regarding CONTRACTOR’s performance hereunder.

7. STATUS OF CONTRACTOR.

A. It is understood and agreed that the CONTRACTOR is at all times an independent contractor and that no relationship of employer-employee exists between the parties.

B. It is understood and agreed that the CONTRACTOR will not be entitled to any benefits payable to employees of the COUNTY, including but not limited to overtime, retirement benefits, workers' compensation benefits, injury leave or other leave benefits. COUNTY is not required to make any tax or benefit deductions from the compensation payable to CONTRACTOR under the provisions of this Agreement. As an independent contractor, the CONTRACTOR hereby holds COUNTY and State harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

C. It is further understood and agreed by the parties that, except as otherwise provided, CONTRACTOR, in the performance of its obligations hereunder, is subject to the control or direction of COUNTY merely as to the result to be accomplished by the services hereunder agreed to be rendered and performed and not as to the means and methods for accomplishing the results.

D. If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such persons will be entirely and exclusively under direction, supervision and control of CONTRACTOR. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging or any other terms of employment or requirements of law, will be determined by the CONTRACTOR. COUNTY will have no right or authority over such persons or the terms of such employment, except as provided in this Agreement.

8. CONFLICT OF INTEREST.

A. CONTRACTOR and CONTRACTOR’s employees shall have no interest, and shall not acquire any interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Agreement. CONTRACTOR acknowledges and agrees to comply with all applicable State and Federal laws and regulations governing conflicts of interest, including, but not limited to, the Political Reform Act, California Public Contract Code (PCC) § 10365.5, California Government Code (GOV) § 1090, 42 Code of Federal Regulations (CFR) § 438.58, and the prohibitions described in Social Security Act § 1902(a)(4)(C), applicable to contracting officers, employees, or independent contractors.

B. COUNTY intends to avoid any real or apparent conflict of interest on the part of the CONTRACTOR, or employees, officers and directors of the CONTRACTOR. Thus, COUNTY reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require CONTRACTOR to submit additional information or a plan for resolving the conflict, subject to COUNTY review and prior approval.

C. Conflicts of interest include, but are not limited to:

1) An instance where the CONTRACTOR, or any employee, officer, or director of the CONTRACTOR has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the Agreement would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the Agreement.

2) An instance where the CONTRACTOR’s employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties.

D. If COUNTY is or becomes aware of a known or suspected conflict of interest, COUNTY will notify the CONTRACTOR of the known or suspected conflict and CONTRACTOR will be given an opportunity to respond to or resolve the alleged conflict. If CONTRACTOR is suspected of a conflict of interest, CONTRACTOR will have five (5) working days from the date of notification to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by COUNTY and cannot be resolved to the satisfaction of COUNTY, the conflict will be grounds for terminating the Agreement. COUNTY may, at its discretion upon receipt of a written request from CONTRACTOR, authorize an extension of the timeline.

9. LAWS AND REGULATIONS.

A. Construction and Venue. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with the laws of the State of California, and venue for any action brought with respect to any claims arising out of this Agreement shall be brought exclusively in the California Superior Court for Ventura County. The venue for any legal action in Federal court filed by either party to this Agreement for the purpose of interpreting or enforcing any provision of this Agreement lying within the jurisdiction of the Federal courts shall be the Central District of California.

B. Applicable Federal Law. CONTRACTOR shall comply with all applicable federal waivers, laws, regulations, and published guidelines (including without limitation all applicable regulations, subregulatory guidance, contract provisions, policy letters, procedures, rules, ordinances, directives, manuals, information notices, and any amendments or changes thereto) to the extent that these authorities contain requirements applicable to CONTRACTOR’s performance under this Agreement.

C. Federal Financial Participation Funds. Should any part of the scope of work under this Agreement relate to a California program receiving Federal Financial Participation (FFP) funds that are no longer authorized by law (e.g., programs or funds vacated by a court of law, program or funds for which CMS has withdrawn Federal authority, program or funds which are the subject of a legislative repeal), CONTRACTOR agrees not to work on that part of the Agreement after the effective date of the loss of such program authority. Prior to being compensated for any work that has lost program authority, California Department of Health Care Services (DHCS) must first adjust payments to remove costs that are specific to any State program or activity receiving FFP that is no longer authorized by law. If the CONTRACTOR works on a state program or activity receiving FFP that is no longer authorized by law after the date the legal authority for the work ends, then CONTRACTOR will not be paid for that work. If COUNTY has paid CONTRACTOR in advance to work on a no-longer-authorized State program or activity receiving FFP and under the terms of this Agreement the work was to be performed after the date the legal authority ended, then CONTRACTOR agrees to return all payments for that work. However, if CONTRACTOR worked on a state program or activity receiving FFP prior to the date legal authority ended for that State program or activity, and COUNTY included the cost of performing that work in its payments to CONTRACTOR, then CONTRACTOR may keep the payment for that work even if the payment was made after the date the State program or activity receiving FFP lost legal authority. COUNTY will use its best efforts to provide CONTRACTOR with timely notice of the loss of program authority.

D. Applicable California Law. CONTRACTOR shall comply with all California laws, regulations, state plan, and published guidelines (including without limitation all applicable regulations, subregulatory guidance, contract provisions, policy letters, procedures, rules, ordinances, directives, manuals, Mental Health and Substance Use Disorder Services (MHSUDS) information notices and Behavioral Health information notices (BHIN) (information notices), and any amendments or changes thereto) to the extent that these authorities contain requirements applicable to CONTRACTOR’s performance under this Agreement.

E. Applicable Mental Health Plan and Waiver. In its provision of services pursuant to this Agreement and as a contractor of COUNTY/Mental Health Plan, CONTRACTOR will also comply with all applicable sections of the State plan and waiver.

F. Validity of Regulations. Pursuant to California Welfare and Institutions Code (WIC) § 14704, a regulation or order concerning Medi-Cal SMHS adopted by the DHCS pursuant to Division 5 (commencing with Section 5000), as in effect preceding the effective date of this section, shall remain in effect and shall be fully enforceable, unless and until the readoption, amendment, or repeal of the regulation or order by DHCS, or until it expires by its own terms.

G. Incorporation of Contractual Provisions. To the extent applicable under Federal law, this Agreement incorporates the contractual provisions in these Federal regulations, and they shall supersede any conflicting provisions in this Agreement.

10. CALIFORNIA ADVANCING AND INNOVATION MEDI-CAL INITIATIVE COMPLIANCE. CONTRACTOR must maintain knowledge of and compliance with COUNTY issued bulletins and affiliated policies that address California Advancing and Innovation Medi-Cal (CalAIM) initiatives.

11. INDEMNIFICATION AND HOLD HARMLESS.

All activities and/or work covered by this Agreement will be at the sole risk of CONTRACTOR. CONTRACTOR agrees to defend (with counsel acceptable to COUNTY), indemnify, and save harmless COUNTY, including all of its boards, agencies, departments, officers, employees, agents and volunteers, against any and all claims or lawsuits, whether against CONTRACTOR, COUNTY or others, judgments, costs (including attorney’s fees), debts, demands and liability, including without limitation, those arising from injuries or death of persons and/or for damages to property, arising directly or indirectly out of the obligations herein described or undertaken or out of operations conducted or subsidized in whole or in part by CONTRACTOR, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of COUNTY. CONTRACTOR agrees to waive all rights of subrogation against COUNTY for losses arising directly or indirectly from the activities and/or work covered by this Agreement.

12. INSURANCE PROVISIONS.

A. CONTRACTOR, at its sole cost and expense, shall obtain and maintain in full force during the term of this Agreement the following types of insurance and list COUNTY’s primary address, 800 South Victoria Avenue, Ventura, CA 93009 on all insurance documents.

B. All insurance required will be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY will be excess of CONTRACTOR’s insurance coverage and will not contribute to it.

1) General Liability "occurrence" coverage in the minimum amount of $1,000,000 combined single limit (CSL) bodily injury and property damage each occurrence and $2,000,000 aggregate, including personal injury, broad form property damage, and products/completed operations.

2) Worker's Compensation coverage, in full compliance with California statutory requirements, for all employees of CONTRACTOR and Employer's Liability in the minimum amount of $1,000,000.

3) Professional Liability (Medical Malpractice) coverage in the minimum amount of $1,000,000 each occurrence and $2,000,000 aggregate and $1,000,000 each occurrence and $3,000,000 aggregate for Physicians.

4) Cyber Liability coverage in the minimum amount of $1,000,000 per Occurrence and $2,000,000 annual aggregate.

C. All insurance required will be primary coverage as respects to COUNTY and any insurance or self-insurance maintained by COUNTY will be excess of CONTRACTOR’s insurance coverage and will not contribute to it.

D. COUNTY is to be notified immediately if any aggregate insurance limit is exceeded. Additional coverage must be purchased to meet requirements.

E. The County of Ventura, Ventura County Behavioral Health Department, and any applicable Special Districts are to be named as Additional Insured as respects to work done by CONTRACTOR under the terms of this Agreement on all policies required (except Worker's Compensation and Professional Liability). As part of the insurance verification process, CONTRACTOR will submit the Additionally Insured Endorsement to the COUNTY as a separate document.

F. CONTRACTOR agrees to waive all rights of subrogation against COUNTY, its boards, agencies, departments, any applicable special districts, officers, employees, agents, and volunteers for losses arising from work performed by CONTRACTOR under the terms of this Agreement as it pertains to Worker’s Compensation. As part of the insurance verification process, CONTRACTOR will submit proof of the waiver of subrogation to COUNTY as a separate document.

G. Policies will not be canceled, non-renewed or reduced in scope of coverage until after thirty (30) days written notice from either the carrier or CONTRACTOR has given notice to the County of Ventura, Risk Management Division and VCBH.

H. CONTRACTOR agrees to provide COUNTY with the following insurance documents on or before the effective date of this Agreement:

1) Certificates of Insurance for all required coverage.

2) A separate Additional Insured endorsement for General Liability Insurance.

3) A separate Waiver of subrogation endorsement (a.k.a., “Waiver of Transfer of Rights Recovery Against Others” and “Waiver of Our Right to Recover from Others”) for Workers Compensation.

Failure to provide these documents may be grounds for immediate termination or suspension of this Agreement.

I. It is the responsibility of CONTRACTOR to confirm that all terms and conditions of the Insurance Provisions are complied with by any and all subcontractors that CONTRACTOR may use for the completion of this Agreement.

J. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other actions as are available to it under any other provisions of this Agreement or otherwise under the law.

K. CLAIMS MADE INSURANCE. If the Professional Liability coverage is claims made, CONTRACTOR must, for a period of three (3) years after the date when this Agreement is terminated, completed or non-renewed, maintain insurance with a retroactive date that is on or before the start date of contract services or purchase an extended reporting period endorsement (tail coverage). COUNTY may withhold final payments due until satisfactory evidence of the tail coverage is provided by CONTRACTOR to COUNTY.

13. DELEGATION AND ASSIGNMENT. Functions undertaken by CONTRACTOR may be carried out under subcontracts; however, CONTRACTOR shall not delegate its duties, or assign its rights, obligations, or reporting requirements hereunder, either in whole or in part, without the prior written consent of COUNTY. Any prohibited delegation or assignment shall be null and void and may cause immediate termination of this Agreement. In the event that COUNTY consents to any subcontract, the subcontract shall be in writing, and shall fulfill the provisions of this Agreement which are appropriate to the service, activities, or reporting requirements delegated under the subcontract. CONTRACTOR shall implement and maintain arrangements or procedures that are designed to detect and prevent fraud, waste, and abuse by subcontractors, and which include provisions to verify, by sampling or other methods, whether the services rendered by a subcontractor were received by a beneficiary. Any subcontract shall include, in each subcontract, all provisions that COUNTY requires by way of this Agreement, including, without limitation, the licensing, certification, privacy, data security and confidentiality requirements set forth herein, and the applicable provisions of 42 CFR § 438.230. No subcontract shall terminate the legal responsibility of CONTRACTOR to COUNTY to assure all the activities and obligations under this Agreement will be carried out. For subcontractors that do not perform satisfactorily, the CONTRACTOR will remedy the noncompliance in a manner acceptable to COUNTY. Noncompliance may be remedied through a plan of correction or by revoking the delegation of activities, obligations, or reporting requirements. COUNTY may also deny payment to or withhold funds from CONTRACTOR as a result of any noncompliance.

14. DRUG-FREE WORKPLACE CERTIFICATION. [Intentionally Omitted].

15. NON-DISCRIMINATION IN EMPLOYMENT.

A. CONTRACTOR certifies that under the laws of the United States of America (U.S.) and the State of California, CONTRACTOR will not unlawfully discriminate against any person in its employment practices.

B. During the performance of this Agreement, CONTRACTOR and its subcontractors will not discriminate against any employee or applicant for employment because of any of the protected categories listed within the GOV § 12940. The CONTRACTOR and its subcontractors will take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their membership in the protected categories listed in GOV § 12940. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and career development opportunities and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or DHCS, setting forth the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 and the affirmative action clause required by the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (38 United State Code (USC) § 4212). Such notices shall state CONTRACTOR’s obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin, physical or mental handicap, disability, age or status as a disabled veteran or veteran of the Vietnam era and the rights of applicants and employees.

C. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to their membership in any of the protected categories listed in GOV § 12940.

D. CONTRACTOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by CONTRACTOR, advising the labor union or workers' representative of CONTRACTOR’s commitments under the provisions herein and shall post copies of this notice in conspicuous places available to employees and applicants for employment.

E. CONTRACTOR will comply with all provisions of and furnish all information and reports required by Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (38 USC § 4212) and of the Federal Executive Order No. 11246 as amended, including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity‘, and as supplemented by regulation at 41 CFR part 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” and of the rules, regulations, and relevant orders of the Secretary of Labor.

F. CONTRACTOR will furnish all information and reports required by Federal Executive Order No. 11246 as amended, including by Executive Order 11375. ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity, and as supplemented by regulation at 41 CFR § 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” and the Rehabilitation Act of 1973, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by COUNTY, State and its designated representatives and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

G. In the event of CONTRACTOR noncompliance with the requirements of the provisions herein or with any Federal rules, regulations, or orders which are referenced herein, this Agreement may be cancelled, terminated, or suspended in whole or part and CONTRACTOR may be declared ineligible for further Federal, State and county contracts in accordance with procedures authorized in Federal Executive Order No. 11246 as amended and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity‘, and as supplemented by regulation at 41 CFR § 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” or by rule, regulation, or order of COUNTY, the Secretary of Labor, or as otherwise provided by law.

H. The CONTRACTOR will include the provisions of Sections 15(A) through (G) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246 as amended, including by Executive Order 11375, ‘Amending Executive Order 11246 Relating to Equal Employment Opportunity‘, and as supplemented by regulation at 41 CFR § 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” or Section 503 of the Rehabilitation Act of 1973 or (38 USC § 4212) of the Vietnam Era Veteran’s Readjustment Assistance Act, so that such provisions will be binding upon each subcontractor or vendor. CONTRACTOR will take such action with respect to any subcontract or purchase order as COUNTY, Director of the Office of Federal Contract Compliance Programs or DHCS may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however that in the event CONTRACTOR becomes involved in, or is threatened with litigation by a subcontractor or vendor as a result of such direction by COUNTY or DHCS, CONTRACTOR may request in writing to COUNTY, who, in turn, may request DHCS who may in turn request the United States to enter into such litigation to protect the interests of COUNTY, State and of the United States.

16. NON-DISCRIMINATION IN SERVICES, BENEFITS, AND FACILITIES.

A. CONTRACTOR will not, on the basis of health status or need for health care services, discriminate against Medi-Cal eligible individuals who require an assessment or meet criteria for access to SMHS on the basis of health status or need for health care services.

B. Enrollment discrimination is prohibited. CONTRACTOR shall follow all Federal and State civil rights laws. CONTRACTOR shall not unlawfully discriminate against Medi-Cal eligible individuals in its county who require an assessment or meet criteria for access to SMHS on the basis of race, color, national origin, sex, sexual orientation, gender, gender identity, religion, marital status, ethnic group identification, ancestry, age, medical condition, genetic information, mental disability, or physical disability, and will not use any policy or practice that has the effect of discriminating on the basis of race, color, national origin, sex, sexual orientation, gender, gender identity, religion, marital status, ethnic group identification, ancestry, age, medical condition, genetic information, mental disability, or physical disability. (42 USC § 18116; 42 CFR § 438.3(d)(4); 45 CFR § 92.2; GOV § 11135(a); WIC § 14727(a)(3).

C. Consistent with the requirements of applicable State and Federal law, including 42 CFR §§ 438.3(d)(3) and (4), CONTRACTOR shall not engage in any unlawful discriminatory practice in the admission of beneficiaries, assignments of accommodations, treatment, evaluation, employment of personnel, or in other respect on the basis of race, color, gender, gender identity, religion, marital status, national origin, age, sexual orientation, or mental or physical handicap or disability.

D. CONTRACTOR shall comply with the provisions of Section 504 of the Rehabilitation Act of 1973 (29 USC § 794), as amended, pertaining to the prohibition of discrimination against qualified handicapped persons in all Federally assisted programs or activities, as detailed in regulations signed by the Secretary of Health and Human Services, effective June 2, 1977 (42 FR 22557 (May 4, 1977)).

E. CONTRACTOR shall include the nondiscrimination and compliance provisions of this Agreement in all subcontracts to perform work under this Agreement.

F. Notwithstanding other provisions of this section, CONTRACTOR may require a determination of medical necessity pursuant to California Code of Regulations (CCR), Title 9, §§ 1820.205, 1830.205 and/or 1830.210, prior to providing covered services to a beneficiary.

G. CONTRACTOR’s nondiscrimination policies shall be in writing, inform members, potential members, and the public about nondiscrimination protected characteristics and accessibility requirements, and convey CONTRACTOR’s compliance with the requirements, and be included in any documents that are vital or critical to obtaining services and/or benefits, and all other informational notices targeted to members, potential members, and the public. Informational notices include not only documents intended for the public, such as outreach, education, and marketing materials, but also written notices to an individual such as those pertaining to rights or benefits. The nondiscrimination notice shall include all legally required elements under the applicable subsections of WIC § 14029.91 and GOV § 11135. The nondiscrimination notice shall also include information on how to file a discrimination grievance directly with the DHCS Office of Civil Rights, in addition to information about how to file a discrimination grievance with the COUNTY and the DHHS Office for Civil Rights. The nondiscrimination notice shall also be posted in at least a 12-point font in conspicuous physical locations where the CONTRACTOR interacts with the public, and on the CONTRACTOR’s website in a location that allows any visitor to the website to easily locate the information. The CONTRACTOR is not prohibited from posting the nondiscrimination notice in additional publications and communications.

H. CONTRACTOR shall provide adequate access to all services covered under this Agreement, including services to Drug Medi-Cal members with limited English proficiency or physical or mental disabilities, in accordance with 42 CFR § 438.10; WIC § 14029.91; GOV § 11135; 28 CFR §§ 35.160-35.164; 28 CFR § 36.303; 45 CFR § 92.101; 45 CFR § 92.102; 45 CFR § 92.202. CONTRACTOR shall follow all COUNTY, State, and Federal language assistance requirements in the delivery of language assistance services to members. CONTRACTOR shall provide oral and written language assistance services to members, as needed, free of charge, accurately and timely, and protect the privacy and independence of the limited English proficiency (LEP) of the individual. CONTRACTOR shall provide physical access, reasonable accommodations, and accessible equipment for Drug Medi-Cal enrollees with physical or mental disabilities. CONTRACTOR shall ensure that their health programs or activities provided through electronic and information technology are accessible to individuals with disabilities. CONTRACTOR shall make reasonable modifications to policies, practices, or procedures when such modifications are necessary to avoid discrimination on the basis of disability, 28 CFR § 35.130(b) (7).

I. CONTRACTOR agrees to ensure that deliverables developed and produced, pursuant to this Agreement shall comply with the accessibility requirements of GOV §§ 7405 and 11435, 29 USC § 794 (d), and regulations implementing that Act as set forth in 36 CFR § 1194, and 42 USC § 12101 et seq. 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. GOV §§ 7405 and 11135 codify § 508 of the Act requiring accessibility of EIT. Without limiting the generality of the foregoing, this Subsection I requires CONTRACTOR to ensure visual-impaired, hearing-impaired, and other special needs audiences are provided material information in formats that provide the most assistance in making informed choices.

J. CONTRACTOR shall also ensure that members receive the same level of care as provided to all other members served, regardless of insurance coverage and ability to pay. For the purpose of this Agreement, discrimination includes but is not limited to:

1) denying any eligible beneficiary any covered service or availability of a facility;

2) providing to an eligible beneficiary any covered service which is different or is provided in a different manner or at a different time from that provided to other beneficiaries under this Agreement, except where medically indicated;

3) subjecting an eligible beneficiary to segregation or separate treatment in any manner related to the receipt of any covered service;

4) restricting an eligible beneficiary in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any covered services;

5) treating an eligible beneficiary differently from others in determining whether he or she satisfies any admission, enrollment, quota, eligibility, membership, or other requirements or condition which individuals must meet in order to be provided any covered service;

6) assigning times or places for the provision of services to the eligible beneficiary; and

7) providing hours of operation that are less than the hours of operation offered to commercial enrollees or non-Medi-Cal beneficiaries.

8) providing hours of operation that are not comparable to the hours of operation that a provider, who only serves Medi-Cal beneficiaries, makes available for Medi-Cal services that are not covered by the Behavioral Health Plan (BHP) or another BHP.

K. CONTRACTOR shall provide an atmosphere free of harassment for employees, members, and volunteers.

17. CREDENTIALING AND RE-CREDENTIALING. CONTRACTOR will comply with the credentialing and re-credentialing requirements specified in the applicable DHCS information notice and COUNTY policies and procedures for service providers (employees and contractors) that deliver Medi-Cal covered services. Signed attestations, as required by the applicable DHCS information notice and COUNTY policies and procedures, must be retained on file for each direct service provider. All credentialing and re-credentialing information and practices are subject to audit by County, State or Federal auditors.

18. SCREENING AND ENROLLMENT REQUIREMENTS.

A. During the term of this Agreement, and at all times while services are being provided, CONTRACTOR, and any applicable subcontractor, shall be enrolled with the State as Medi-Cal providers consistent with the provider disclosure, screening, and enrollment requirements of 42 CFR § 455, Subparts B and E. (42 CFR § 438.608(b)).

B. COUNTY may execute this Agreement, pending the outcome of screening, enrollment, and revalidation of CONTRACTOR of up to one hundred and twenty days (120) days but shall terminate this Agreement immediately upon determination that CONTRACTOR cannot be enrolled, or the expiration of one (1) one hundred and twenty (120) day period without enrollment of the CONTRACTOR, and notify affected members. (42 CFR § 438.602(b)(2)).

C. Pursuant to 42 CFR § 455.434, as a condition of enrollment, any person providing services under this Agreement must consent to criminal background checks including fingerprinting when required to do so under State law or by the level of screening based on risk of fraud, waste, or abuse as determined for that category of provider. Any person providing services under this Agreement, or any individual or entity furnishing Medicaid services under this Agreement, and any person with a five (5) percent or more direct or indirect ownership interest in provider, must submit a set of fingerprints, in a form and manner to be determined by the State Department of Health Care Services (DHCS), within thirty (30) days upon request from the Centers for Medicare and Medicaid Services or DHCS.

Pursuant to 42 CFR § 455.416, this Agreement shall be terminated if any individual or entity described by this section does not submit timely and accurate information and cooperate with the screening methods described above. Any individual or entity described by this section found to have been convicted of a criminal offense related to that person or entity’s involvement with the Medicare, Medicaid, or State Children’s Health Insurance programs in the last ten (10) years will not be allowed to provide services under this Agreement and/or the Agreement shall be terminated.

D. CONTRACTOR shall screen and periodically revalidate all network providers in accordance with the requirements of 42 CFR § 455, Subparts B and E.

19. PROHIBITED ASSOCIATIONS.

A. CONTRACTOR shall not knowingly have any prohibited type of relationship, as described in subsection C, with individuals or entities listed below. CONTRACTOR shall further require that its subcontractors and contracted providers abide by this requirement.

1) An individual or entity that is debarred, suspended, or otherwise excluded from participating in procurement activities under the Federal Acquisition Regulation (FAR) or from participating in non-procurement activities under regulations issued under Executive Order No. 12549 or under guidelines implementing Executive Order No. 12549 (42 CFR § 438.610(a)(1)).

2) An individual or entity who is an affiliate, as defined in the FAR at 48 CFR § 2.101, of a person described in this section (42 CFR § 438.610(a)(2)).

B. CONTRACTOR, its contracted providers, and its subcontractors shall not have a prohibited type of relationship by employing or contracting with providers or other individuals and entities excluded from participation in federal health care programs (as defined 42 USC § 1320a-7b(f)) pursuant to 42 USC §§ 1320a-7, 1320a-7a, 1320c-5, and 1395u(j)(2). (42 CFR §§ 438.214(d)(1), 438.610(b)).

C. CONTRACTOR, its contracted providers, and its subcontractors shall not have the types of relationships prohibited by this section with an excluded, debarred, or suspended individual, provider, or entity.

1) A director, officer, agent, managing employee, or partner of the CONTRACTOR (42 USC § 1320a-7(b)(8)(A)(ii); 42 CFR § 438.610(c)(1)).

2) A subcontractor of the CONTRACTOR, as governed by 42 CFR § 438.230. (42 CFR § 438.610(c)(2)).

3) A person with beneficial ownership of five (5) percent or more of the CONTRACTOR’s equity. (42 CFR § 438.610(c)(3)).

4) A network provider or person with an employment, consulting, or other arrangement with the CONTRACTOR for the provision of items and services that are significant and material to the CONTRACTOR’s obligations under this Contract. (42 CFR § 438.610(c)(4)).

D. CONTRACTOR, its contracted providers, and its subcontractors shall not employ or contract with, directly or indirectly, individuals or entities described in Subsections A and B for the furnishing of health care, utilization review, medical social work, administrative services, management, or provision of medical services (or the establishment of policies or provision of operational support for such services). (42 CFR § 438.808(b)(3)).

E. CONTRACTOR, its contracted providers, and its subcontractors shall not contract directly or indirectly with an individual convicted of crimes described in § 1128(b)(8)(B) of the Social Security Act. (42 CFR § 438.808(b)(2)).

F. CONTRACTOR shall provide to COUNTY and DHCS written disclosure of any prohibited affiliation identified by CONTRACTOR, its contracted providers, or its subcontractors. (42 CFR § 438.608(c)(1)).

G. CONTRACTOR will certify compliance with these requirements by executing Exhibit D.

20. SOCIAL SECURITY ADMINISTRATION DEATH MASTER FILE. CONTRACTOR shall verify that its principals, employees, and subcontractors are not listed on the Social Security Administration’s Death Master File prior to: (1) contracting, (2) employing staff, and (3) contract renewal. CONTRACTOR shall submit verification of compliance with this requirement to COUNTY prior to contracting, before contract renewal, and upon request of COUNTY.

21. NATIONAL PLAN AND PROVIDER ENUMERATION SYSTEM (NPPES). CONTRACTOR shall confirm the identity and exclusion status of all providers (employees, network providers, subcontractors, persons with ownership or control interest, and managing employee/agent) by checking the NPPES system prior to: (1) hiring staff, (2) contracting, and (3) contract renewal. CONTRACTOR shall submit verification of compliance with this requirement to COUNTY prior to contracting, before contract renewal, as new staff are hired, and upon request of COUNTY.

22. DISCLOSURES. CONTRACTOR shall submit the disclosures below to COUNTY regarding CONTRACTOR’s ownership and control interests, business transactions and persons convicted of any crime related to Federal health care programs using COUNTY ownership and control interests, business transactions and persons convicted of any crime related to Federal health care programs form. CONTRACTOR is required to submit updated disclosures to COUNTY before entering into or renewing this Agreement, within thirty-five (35) days after any change in CONTRACTOR’s ownership, annually and upon request by the State Department of Health Care Services (DHCS).

It is the CONTRACTOR’s responsibility to ensure that all information submitted under this section is accurate, and to report any changes by completing and submitting a new form within thirty-five (35) days of the change to COUNTY. CONTRACTOR will not receive payments should it fail to make the disclosures required by this section.

This Agreement may also be terminated if CONTRACTOR or a person with an ownership or control interest or who is an agent or managing employee of CONTRACTOR does not submit timely and accurate information and cooperate with the screening methods described below. Any individual or entity described by this section found to have been convicted of a criminal offense related to that person or entity’s involvement with Medicare, Medicaid, or the State Children’s Health Insurance Program in the last ten (10) years will not be allowed to provide services under this Agreement and/or the Agreement shall be terminated.

A. Disclosure of 5% or More Ownership Interest.

CONTRACTOR shall complete and submit the Ownership/Controlling Interest Disclosure form, incorporated by reference, to COUNTY before entering into or renewing this Agreement, within thirty-five (35) days after any change in CONTRACTOR’s ownership, annually and upon request by the DHCS.

B. Disclosures Related to Business Transactions.

CONTRACTOR must submit disclosures and updated disclosures to the DHCS or DHCS including information regarding certain business transactions within thirty-five (35) days, upon request. The following information must be disclosed: (1) ownership of any subcontractor with whom CONTRACTOR has had business transactions totaling more than $25,000 during the 12-month period ending on the date of the request and (2) any significant business transactions between CONTRACTOR and any wholly owned supplier, or between CONTRACTOR and any subcontractor, during the five (5) year period ending on the date of the request.

C. Disclosures Related to Persons Convicted of Crimes.

CONTRACTOR shall submit the following disclosures to the DHCS regarding CONTRACTOR’s management: (1) the identity of any person who is a managing employee of CONTRACTOR who has been convicted of a crime related to Federal health care programs and (2) the identity of any person who is an agent of CONTRACTOR who has been convicted of a crime related to Federal health care programs. “Agent” has the meaning described in 42 CFR § 455.101. CONTRACTOR shall supply the disclosures before entering into this Agreement and at any time upon DHCS’s request.

23. COOPERATION WITH COMPLIANCE EFFORTS OF COUNTY.

A. CONTRACTOR hereby acknowledges that COUNTY has established a Compliance Program and a Code of Conduct applicable to the employees of Ventura County Health Care Agency (HCA) and certain of its contractors.

B. CONTRACTOR agrees that HCA’s Code of Conduct will be provided to all of CONTRACTOR's employees and subcontractors who are Covered Individuals, defined as follows: those employees of CONTRACTOR who have responsibilities pertaining to the ordering, provision, or documentation of services which are (i) payable by Medi-Cal, Medicare, or another federal program and (ii) for which COUNTY seeks reimbursement.

C. CONTRACTOR further agrees to annually obtain, retain, and submit within thirty (30) days of execution of this Agreement or within thirty (30) days of hiring/subcontracting of any Covered Individual, certifications signed by the Covered Individual and Program Representative, to COUNTY and to the Office of Inspector General of the U.S. Department of Health and Human Services (DHHS) (upon request) that each Covered Individual has received, read, and understands the HCA Code of Conduct and agrees to abide by the requirements of the COUNTY’s Compliance Program. Such certificates shall be in the form attached as Exhibit E, HCA CODE OF CONDUCT.

D. CONTRACTOR agrees to maintain a compliance program that is in compliance with the provisions stated in 42 CFR § 438.608(a). CONTRACTOR will develop written administrative and management policies, procedures, and standards of conduct that: (1) articulate CONTRACTOR’s commitment to comply with all applicable contract requirements and standards, (2) articulate CONTRACTOR’s commitment to comply with all applicable Federal and State requirements, (3) are designed to detect and prevent fraud, waste, and abuse, and (4) provide detailed information about the False Claims Act and any other Federal and State laws described in section 1902(a)(68) of the False Claims Act, including information about the rights of employees to be protected as whistleblowers.

E. CONTRACTOR’s compliance program will include at least the following elements: (1) CONTRACTOR maintains written policies, procedures, and standards of conduct that articulate the organization’s commitment to comply with all applicable requirements and standards under this Agreement, and all applicable Federal and State requirements, (2) a Compliance Officer is designated who is responsible for developing and implementing policies, procedures, and standards of conduct that ensure compliance with the Agreement and who reports to CONTRACTOR’s Chief Executive Officer and Board of Directors, (3) a Regulatory Compliance Committee on the Board of Directors and at the senior management level is established that oversees CONTRACTOR’s compliance program and contract compliance, (4) a system for training and education for the Compliance Officer, senior management, and employees is provided to ensure compliance with the Federal and State standards and requirements under the Agreement, (5) effective lines of communication exist between CONTRACTOR’s employees and the Compliance Officer, (6) compliance standards are enforced through well-publicized disciplinary guidelines, (7) routine internal monitoring and auditing of compliance risks are conducted, (8) compliance issues are promptly responded to and investigated as they are raised, (9) investigation of potential compliance problems as identified in the course of self-evaluation and audits, (10) correction of such problems promptly and thoroughly (or coordination of suspected criminal acts with law enforcement agencies) to reduce the potential for recurrence, and (11) ongoing compliance with the requirements under the Agreement.

24. LICENSES, CERTIFICATIONS, AND STAFFING.

A. CONTRACTOR warrants that it and all of its officers, employees, and agents have, and will maintain during the term of this Agreement, all necessary licenses, permits, registrations, accreditations, certifications (including, but not limited to, certification as a Short-Doyle/Medi-Cal provider when Short-Doyle/Medi-Cal services are provided hereunder), mental health program approval, and Medicare Certification, as required by all Federal, State, and COUNTY laws, ordinances, rules, regulations, manuals, guidelines, and directives. CONTRACTOR will conduct monthly verification of its officers’, employees’, and agents’ licenses prior to service delivery to ensure that a provider’s license has not expired and has no current limitations.