Attachment C4.pdf

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND [CONTRACTOR] FOR THE PROVISION OF

MENTAL HEALTH SERVICES FOR FISCAL YEAR XXXX

Reviewed by County Counsel on 3/22/21

This Agreement ("AGREEMENT") is by and between County of Santa Clara ("COUNTY"), a political 7 subdivision of the State of California and [ name of provider], a [entity type--for-profit or non-profit] 8 entity ("CONTRACTOR"). 9

BACKGROUND/PURPOSE 11

IMD/MHRC LANGUAGE: Whereas, CONTRACTOR is responsible for maintaining their license as a 12

Mental Health Rehabilitation Center (MHRC), which qualifies them as an Institution for Mental Diseases 13

(IMD) and makes them eligible to receive payment for services provided to IMD residents (“IMD 14

Services”) from COUNTY; 15

Whereas, CONTRACTOR is solely responsible for maintaining their designation and client population to 17 qualify as an IMD by maintaining themselves as a MHRC; 18

Whereas, CONTRACTOR will provide IMD Services to COUNTY adult clients ages of 18 and older, in 20 accordance with all applicable sections of Title 9; 21

NOTE: USE IMD/MHRC AND OR SNF LANGUAGE DEPENDING ON CONTRACT 23

SNF LANGUAGE: Whereas, CONTRACTOR is responsible for maintaining their license as a Skilled 25

Nursing Facility (SNF) and for providing services to clients with Traumatic Brain Injuries, Dementia, and 26

Stabilized Psychiatric Diagnosis and medically complex debilitated clients with LPS or Probate 27 conservator herein defined as “Services”, which makes them eligible to receive payment for supplemental 28 mental health services from COUNTY; 29

Whereas, CONTRACTOR is solely responsible for maintaining their designation and client population to 31 qualify as a SNF; 32

Whereas, CONTRACTOR will provide Services to COUNTY clients, in accordance with Title 42, CFR, 34

Sections 435.100, 440.160, 1840.210, 1840.312, and all other applicable sections; 35

Whereas, COUNTY will pay CONTRATOR for SNF supplemental mental health services provided in 37 accordance with the applicable regulations pursuant to an invoice provided by CONTRACTOR to 38

COUNTY for these services; and, 39

Whereas, COUNTY will not pay CONTRACTOR for services other than those defined in these recitals 41 provided to any clients; 42

The parties agree as follows: 44

AGREEMENT 46

ATTACHMENT C4

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND

[CONTRACTOR]

FOR THE PROVISION OF MENTAL HEALTH SERVICES FOR FISCAL YEAR 20XX

Sam ple

MENTAL HEALTH SERVICES FOR FISCAL YEAR XXXX

Reviewed by County Counsel on 3/22/21

I. SCOPE. This AGREEMENT, including the following Exhibits attached hereto and incorporated 48 herein by reference, establishes the terms and conditions under which CONTRACTOR will provide 49 mental health services to COUNTY residents during the TERM: 50

Exhibit A: Description of Services 52

Exhibit B: Payment Provisions 53

Exhibit C: Insurance Requirements for Professional Services Contracts 54

II. TERM. Unless modified, amended, or terminated as provided herein, this AGREEMENT begins 56

[Start Date] and expires [End Date] (“TERM”). 57

III. SUBCONTRACTING. 59

A. CONTRACTOR may not subcontract for any mental health services under this AGREEMENT 60 without the prior written approval of COUNTY. COUNTY will not approve any subcontract for 61

Medi-Cal reimbursable mental health services provided under this AGREEMENT. 62

CONTRACTOR may, however, hire qualified contract employees to provide Medi-Cal 63 reimbursable services under the terms of this contract subject to approval by COUNTY. 64

B. CONTRACTOR retains all obligations and responsibilities to COUNTY under this 65

AGREEMENT during the term of an approved subcontract. 66

C. All subcontracts will be in writing and in a format approved by COUNTY. 67

D. Each subcontract must contain at a minimum the following: 68

1. Full disclosure of the method and amount of compensation or other consideration to be 69 received by the SUBCONTRACTOR from the CONTRACTOR. 70

2. Specification of the services to be provided. 71

3. Declaration that the subcontract shall be governed by and construed in accordance with 72 all laws, regulations, and contractual obligations of the CONTRACTOR. 73

4. Specification of the term of the subcontract including the beginning and ending dates as 74 well as methods for amendment, termination and, if applicable, extension of the 75 subcontract. 76

5. SUBCONTRACTOR’s agreement that SUBCONTRACTOR shall comply with and be 77 bound by all terms of this AGREEMENT, including but not limited to Section IV of this 78

AGREEMENT (“Compliance and Legal Requirements”). 79

6. 80

7. Inclusion of the requirements set forth in Section VIII., subsection B of this 81

AGREEMENT (“Non-Payment to Entity/Provider”). 82

8. SUBCONTRACTOR’s agreement to make all of its books and records, pertaining to the 83 goods and services furnished under the terms of the subcontract, available for inspections, 84 examination or copying by the COUNTY; the State of California, including but not 85 limited to officials from the State DHCS; any designated official of Federal Centers for 86

Medicare & Medicaid Services (CMS); the Comptroller General of the United States; and 87 other authorized federal and state agencies, or their duly authorized representatives, at all 88 reasonable times at the SUBCONTRACTOR’s place of business or at such other 89 mutually agreeable location in California, in a form maintained in accordance with 90 general standards applicable to such books or record keeping, and for at least ten (10) 91 years from the close of the COUNTY’s fiscal year in which the subcontract was in effect. 92

9. SUBCONTRACTOR’s agreement that assignment or delegation of the subcontract shall 93 be void unless prior written approval is obtained from the COUNTY. 94

10. SUBCONTRACTOR’s agreement that SUBCONTRACTOR will be paid only by 95

CONTRACTOR. 96

E. CONTRACTOR must give written notice to each client served on a regular basis, and to the 97

Behavioral Health Services Department (BHSD), of termination of an approved subcontract with 98 an individual, group, or organizational provider no later than fifteen (15) days from the date of 99 termination. During the term of the subcontract, CONTRACTOR will maintain documentation 100 of compliance with this requirement for the time specified under Section IV, subsection M., of 101 this AGREEMENT (“Maintenance, Retention, and Confidentiality of Client Records”). 102

IV. COMPLIANCE AND LEGAL REQUIREMENTS. 104

A. Licensure. 105

1. Facilities. Facilities used to perform services pursuant to this AGREEMENT will meet 106 all applicable requirements contained in federal, state, and local laws, statutes, or 107 regulations; 108

2. Personnel. All persons performing services pursuant to this AGREEMENT must meet 109 all applicable licensing, certification, or other federal, state, and local laws and 110 regulations. 111

B. Medicare Rules if applicable. CONTRACTOR must comply with all laws and regulations 112 governing the Medicare program, including, but not limited to: 1.) the requirements of the 113

Medicare Act, 42 U.S.C. sections 1395 et seq.; and 2.) the regulations and rules promulgated by 114 the Centers for Medicare and Medicaid Services as they relate to conditions of certification, 115 participation, coverage, and reimbursement. CONTRACTOR will be responsible for compliance 116 as of the effective date of each federal, state, or local law or regulation specified. 117

C. Medi-Cal Rules if applicable. CONTRACTOR must comply with all laws and regulations 118 governing the Medi-Cal and Medicaid programs imposed by federal, state, and local statutes, 119 regulations, and rules governing certification, participation, coverage, and reimbursement 120 including, but not limited to applicable provisions of the following: 121

1. California Welfare and Institutions Code section 5600, et seq. (Short-Doyle/Bronzan-122

McCorquodale Acts) 123

2. Titles 9 and 22 of the California Code of Regulations 124

3. Title XIX of the Social Security Act, and any applicable regulations promulgated 125 thereunder 126

4. Title VI of the Civil Rights Act (CRA) of 1964 127

5. The Age Discrimination Act of 1975 128

6. The Rehabilitation Act of 1973 129

7. Title IX of the Education Amendments of 1972 130

8. The Americans with Disabilities Act 131

9. Section 1557 of the Patient Protection and Affordable Care Act (ACA) 132

10. CONTRACTOR is required to comply with any applicable federal and state laws that 133 pertain to enrollee rights and ensure that its employees and contracted providers observe 134 and protect those rights. 135

11. CONTRACTOR shall comply with all applicable Medicaid laws, regulations, including 136 applicable subregulatory guidance and contract provisions. 137

12. CONTRACTOR shall comply with all applicable laws and regulations relating to 138 patients’ rights, including but not limited to, Welfare and Institution Code Section 5325 139 and 42 Code of Federal Regulations (C.F.R.) Section 438.100. CONTRACTOR shall 140 ensure its subcontractors comply with these provisions. 141

13. As a condition for receiving payment under a Medi-Cal managed care program, 142

CONTRACTOR shall comply with the provisions of 42 C.F.R. sections 438.604, 143

438.606, 438.608, and 438.610. 144

14. Network Adequacy Standards 145

a) CONTRACTOR shall meet the state standards for timely access to care and services, 146 taking into account the urgency of need for services. CONTRACTOR shall offer hours of 147 operation that are no less than the hours offered to commercial enrollees or that are 148 comparable to Medicaid Fee-For-Service (FFS), if the provider serves only Medicaid 149 enrollees. CONTRACTOR shall make services available twenty-four (24) hours a day, 150 seven (7) days a week, when medically necessary. 151

b) CONTRACTOR shall establish mechanisms to ensure that it complies with the timely 152 access requirements and shall monitor staff and services regularly to determine 153 compliance with the timely access requirements. CONTRACTOR shall take corrective 154 action if there is a failure to comply with the timely access requirements according to 42 155

C.F.R. Section 438.206(c)(1)(i)-(vi). 156

c) CONTRACTOR shall ensure the provision of physical access, reasonable 157 accommodations, and accessible equipment for Medicaid enrollees with physical or 158 mental disabilities according to 42 C.F.R. Section 438.203(c)(3). 159

15. For all services that CONTRACTOR is required to provide to adults, each service must 160 be furnished in an amount, duration, and scope that is no less than the amount, duration 161 and scope for the same services provided under FFS Medicaid. CONTRACTOR must 162 provide the same extent of services to enrollees under the age of twenty-one (21) as 163 furnished to individuals under the age of twenty-one (21) under FFS Medicaid. 164

CONTRACTOR is prohibited from arbitrarily denying or reducing the amount, duration, 165 or scope of a required service solely because of the diagnosis, type of illness, or condition 166 of the enrollee. 167

16. CONTRACTOR is required to share the result of any identification and assessment of 168 enrollee’s needs to prevent duplication of those activities with the State or other Managed 169

Care Organizations (MCO), Prepaid Inpatient Health Plans (PIHP), and Prepaid 170

Ambulatory Health Plans (PAHP) serving that enrollee. 171

17. CONTRACTOR will establish and maintain certification through California Department 172 of Health Care Services (DHCS) to provide Medi-Cal reimbursable services (“Medi-Cal 173

Certification”) before providing and billing for Medi-Cal services to Clients. 174

CONTRACTOR will not be reimbursed by COUNTY for any Medi-Cal services 175 rendered prior to certification. 176

D. Privacy. CONTRACTOR must comply with all state and federal laws regarding the privacy of 177 medical information, including but not limited to the following: 178

1. The Health Insurance Portability and Accountability Act, 45 C.F.R parts 160, 162 and 179

164 (HIPAA); 180

2. The Health Information Technology for Economic and Clinical Health Act (HITECH 181

Act), Pub. L. 111-5, Div. A, Title XIII, § 130001 et seq., Div. B, Title IV, § 4001 et seq., 182

Feb. 17, 2009, 123 Stat. 226, 467, 42 U.S.C.A. § 300ii, et seq., and 4U.S.C.A. § 17901, et 183 seq.; 184

3. California Welfare and Institutions Code section 5328 et seq.; 185

4. California Evidence Code section 1010 et seq.; 186

E. Other Applicable Laws. CONTRACTOR will provide services under this AGREEMENT in 187 accordance with all other applicable federal, state, and local laws, rules, regulations, policies, and 188 codes, including BHSD Policies and Procedures, effective at the inception of this AGREEMENT 189 and that become effective during the TERM of this AGREEMENT. 190

F. Clean Air Act & Federal Water Pollution Control Act. CONTRACTOR will comply with all 192 applicable standards, orders or regulations issued pursuant to the provisions of Clean Air Act (42 193

U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as 194 amended, and will include such provision in all subcontracts of amounts in excess of $100,000. 195

Violations will be reported to the Centers for Medicare and Medicaid Services. 196

G. Prohibition on Referrals/Business Conduct. 197

1. CONTRACTOR will comply with all applicable laws regarding the conduct of 198

CONTRACTOR’S respective business and profession. CONTRACTOR will also comply 199 with all laws or regulations governing conflict of interest and referral of clients, which 200 are in effect or will become effective during the TERM of this AGREEMENT, including 201 but not limited to the following: 202

a) Cal. Business and Professions Code section 650; Cal. Labor Code section 3215; and 203 section 1128B of the Social Security Act (prohibition on payments for referral of 204

Clients); and 205

b) Cal. Labor Code sections 139.3 and 139.31; Cal. Business and Professions Code 206 sections 650.01 and 650.02; and section 1877 of the Social Security Act (prohibition 207 on referrals of clients by a contractor for certain designated health care services to an 208 entity with which the contractor (or the referring party’s immediate family) have a 209 financial relationship). 210

H. Grant Agreements. CONTRACTOR will comply with all federal and state funding contracts 211 under which the COUNTY is a Grantee that apply to the services performed under this 212

AGREEMENT and said grant provisions are a part of this AGREEMENT as if fully set forth 213 herein. CONTRACTOR may request a copy of any pertinent grant agreement. 214

I. Certification of Health Care Providers. 215

1. CONTRACTOR certifies that neither CONTRACTOR nor its employees, directors, 216 board members, subcontractors, or agents have been convicted of a criminal offense 217 related to health care, nor is CONTRACTOR or its employees, directors, board members, 218 subcontractors or agents listed by any federal or state agency as debarred, excluded, or 219 otherwise ineligible for participation in federal or state funded health care programs. 220

2. CONTRACTOR certifies that it has performed an appropriate screening of all its 221 employees, directors, board members, subcontractors, and agents prior to making the 222 aforementioned certification. 223

3. CONTRACTOR will screen on a regular basis all CONTRACTOR employees, directors, 224 board members, subcontractors and agents to determine whether they are excluded or 225 otherwise ineligible for participation in federal or state funded health care programs. 226

CONTRACTOR further agrees to screen all new employees. The screening procedure 227 will meet the screening requirements set forth in the BHSD’s Policies and Procedures 228 relating to excluded provider’s status. At a minimum, CONTRACTOR will screen each 229 person against 1.) the U.S. Department of Health & Human Services (DHHS) Office of 230

Inspector General (OIG) List of Excluded Individuals/Entities, and 2.) the State Medi-Cal 231

Suspended and Ineligible Provider List ("Excluded Provider Lists"). If CONTRACTOR 232 employees, directors, board members, subcontractors, and agents are found to be on the 233

Excluded Provider Lists, or if they are being investigated for an offense that may lead to 234 exclusion, CONTRACTOR agrees to immediately send a written notice to BHSD’s 235

Compliance Manager to determine appropriate action. If CONTRACTOR’s employees, 236 directors, board members, subcontractors, or agents is excluded or debarred, or charged 237 with a criminal offense, CONTRACTOR will remove the individual from any 238 responsibility for, or involvement in, the provision of services under this AGREEMENT 239 for an amount of time determined by COUNTY. If CONTRACTOR is excluded or 240 debarred, or charged with a criminal offense, COUNTY may terminate the contract 241 immediately. 242

a) CONTRACTOR certifies that its license and the licenses of all persons providing 243 services pursuant to this AGREEMENT are in good standing and are not subject to 244 any pending license investigations or citations. CONTRACTOR shall notify 245

COUNTY immediately by sending written notice to the BHSD Compliance Officer 246 upon learning that its license, or the license of any person providing services 247 pursuant to this AGREEMENT, is being investigated, has been cited for a license 248 violation, is restricted in any way, or is no longer in good standing. 249

b) COUNTY may terminate this AGREEMENT immediately if CONTRACTOR 250 violates any of the provisions in this subsection. 251

c) CONTRACTOR will defend, indemnify and hold harmless COUNTY for any loss 252 or damage resulting from any conviction, debarment, or any exclusion of 253

CONTRACTOR or its employees, directors, board members, subcontractors or 254 agents. 255

d) If CONTRACTOR utilizes COUNTY facilities while performing services pursuant 256 to this AGREEMENT, CONTRACTOR will read and abide by the BHSD Program 257

Policy, Code of Conduct, and Compliance Program Plan and will attend a 258 compliance workshop provided by the COUNTY. CONTRACTORS utilizing non-259

COUNTY facilities must provide COUNTY with a copy of their compliance 260 program, upon request. 261

J. Non-Discrimination. 262

1. Non-Discrimination in Services, Benefits and Facilities. 263

a) Consistent with the requirements of applicable federal or state law, 264

CONTRACTOR will not engage in any unlawful discriminatory practices in the 265 admission of clients, assignments of accommodations, treatment, evaluation, 266 employment of personnel, or in any other respect on the basis of age, race, color, 267 national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, 268 physical disability, medical condition, political beliefs, organizational affiliation, or 269 marital status. 270

b) CONTRACTOR will comply with the provisions of Section 504 of the 271

Rehabilitation Act of 1973, as amended, pertaining to the prohibition of 272 discrimination against qualified handicapped persons in all federally assisted 273 programs or activities, as detailed in regulations signed by the Secretary of Health 274 and Human Services, effective June 1977, and found in the Federal Register, 275

Volume 42, No. 86, Page 22675 et seq., dated May 4, 1977. 276

c) CONTRACTOR will include the nondiscrimination and compliance provisions of 277 this AGREEMENT in all subcontracts for the provision of services pursuant to this 278

AGREEMENT. 279

d) CONTRACTOR will serve clients as determined by COUNTY’s policies, 280 procedures, directives, guidelines, and Cultural Competency Plan to insure that all 281 eligible clients receive services from clinical staff that is culturally, ethnically, and 282 linguistically competent. In addition, services will be delivered in a manner that is 283 considerate of clients’ and family members’ cultures while preserving clients’ 284 dignity and respecting their right to choose. For the Cultural Competency Plan, 285 refer to http://www.sccgov.org/portal/site/mhd/CulturalCompetancyPlan. 286

e) In order to serve bilingual clients County will assess bilingual needs and require 287

CONTRACTOR to recruit, employ, and maintain bilingual staff at a level 288 designated by the County in support of the programs provided by CONTRACTOR 289 and described in Exhibit A attached herein. 290

f) Notwithstanding other provisions of this section, CONTRACTOR may require a 291 determination of medical necessity pursuant to Title 9, California Code of 292

Regulations, sections 1820.205, 1830.205, or 1830.210, prior to providing any 293

Medi-Cal covered services to clients who are Medi-Cal beneficiaries. 294

2. Appropriate Facilities. CONTRACTOR facilities will have access for the disabled to 295 the extent required by Section 504 of the Rehabilitation Act of 1973, the Americans with 296

Disabilities Act of 1990, and any other applicable laws requiring such access. 297

K. COUNTY Ordinances, Resolutions, Policies, Procedures, Directives, and Guidelines. 298

1. CONTRACTOR must provide services under this AGREEMENT in accordance with the 299 ordinances and resolutions of the COUNTY Board of Supervisors and the applicable 300 policies, procedures, directives, and guidelines of the COUNTY, BHSD, and the County 301 of Santa Clara Health System (“Health System”). CONTRACTOR must be in 302 compliance with any new or modified policy, procedure, or directive within thirty (30) 303 days from the date on which CONTRACTOR receives notice of such new or modified 304 policy, procedure, or directive, or sooner if required by federal, state, or local regulations. 305

2. If CONTRACTOR receives training from County in pandemic and other disasters (“All 306

Hazards”) including, but not limited to: identifying high risk populations, monitoring 307 psychosocial reactions to All Hazards, disseminating appropriate educational materials, 308 providing safe intervention as needed, and making appropriate referrals, CONTRACTOR 309 will, at the discretion of the Director of BHSD, be involved in planning and response 310 activities related to All Hazards. 311

3. No Smoking Policy. CONTRACTORS and its employees, agents and subcontractors 312 must comply with the COUNTY’s No Smoking Policy set forth in Board Policy section 313

3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara 314

Valley Medical Center Campus and all County-owned and operated health facilities, (2) 315 within 30 feet surrounding County-owned buildings and leased buildings where the 316

County is the sole occupant, and (3) in all County vehicles. 317

4. Beverage Nutritional Criteria. Except in the event of an emergency or medical 318 necessity, the following nutritional standards shall apply to any foods and/or beverages 319 purchased by Contractor with County funds for County-sponsored meetings or events. If 320 food is to be provided, healthier food options shall be offered. “Healthier food options” 321 include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) 322 minimally processed foods without added sugar and with low sodium; (3) foods prepared 323 using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per 324 serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) 325 serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, 326 dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients 327 for items served. If meals are to be provided, a vegetarian option shall be provided, and 328 the Contractor should consider providing a vegan option. If pre-packaged snack foods are 329

Sam http://www.sccgov.org/portal/site/mhd/CulturalCompetancyPlan provided, the items shall contain: (1) no more than 35% of calories from fat, unless the 330 snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from 331 saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and 332 caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and 333

(5) no more than 360 mg of sodium per serving. If beverages are to be provided, 334 beverages that meet the County’s nutritional criteria are (1) water with no caloric 335 sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may 336 be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% 337 low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) 338 with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice 339

(limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages 340

(including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-341 sweetened beverages shall not be provided. 342

L. Admissions. CONTRACTOR will maintain its client admission procedures and eligibility 343 criteria in writing and must make such procedures and eligibility criteria available to the public 344 upon request. Such admissions procedures must be in conformance with Welfare and 345

Institutions Code section 5600 et seq. CONTRACTOR will comply with BHSD’s discharge 346 policy, which is described in Exhibit A attached herein. 347

1. CONTRACTOR will admit clients in accordance with the following: 348

a) Exhibit A, section 13, Admission and Continued Stay Criteria of this agreement; 349

b) clients with a DSM IV diagnosis are subject to bed availability, the order of a 350 physician, and compliance with reasonable admission policies and procedures, as 351 designated by COUNTY; 352

c) clients who are in need of 24-hour care, who may have histories of or, without 353 adequate treatment, are at risk of displaying behavioral symptoms, such as 354 combativeness, elopement risk, suicide risk, and excessive verbal abusiveness, which 355 preclude them from being admitted into a lower level care facility, will be considered 356 acceptable for admission with prior authorization from COUNTY. 357

2. Frequency, scope and severity of the above behaviors will be a determining factor to be 358 negotiated on an individual client basis between COUNTY and CONTRACTOR. 359

COUNTY may grant individual exceptions to the above admission criteria. It is agreed by 360

COUNTY and CONTRACTOR that clients whose mental illness requires an acute care 361 level, as well as clients suffering exclusively from developmental disability, mental 362 retardation or physical illnesses alone (without a psychiatric component), will not be 363 considered for admission. All admissions are subject to the Prior Authorization process as 364 described below in the section titled, Prior Authorization. 365

3. Clients exceeding the capabilities of the facility will not be admitted. Contractor will 366 cooperate with COUNTY 24-Hour Care Unit staff in evaluating appropriateness of each 367 client presented for admission. In the event CONTRACTOR denies admission to a client 368 approved by COUNTY, CONTRACTOR will cooperate with COUNTY 24-Hour Care 369

Unit in formal review of a denied admission. 370

4. CONTRACTOR reserves the right to conduct a pre-admission interview. CONTRACTOR 371 will designate specific individuals responsible for admission authorization and admission 372 arrangements. The interview and decision process and notification of decision outcome 373 and reasons in case of denial shall occur within three working days of request for 374 admission. 375

5. Prior Authorization. 376

a) COUNTY’s prior authorization form must be completed prior to admission for each 377 client admitted by CONTRACTOR to their facility under this AGREEMENT, or 378

COUNTY will not pay for any services provided by CONTRACTOR. 379

b) COUNTY contract liaison identified in Exhibit A of this AGREEMENT will provide 380

CONTRACTOR with a completed authorization form prior to each client admission 381 to CONTRACTOR’s program and/or facility. A client may be admitted without a 382 completed authorization form on the basis of a verbal authorization from COUNTY 383 contract liaison and with mutual consent of the CONTRACTOR provided that 384

CONTRACTOR receives COUNTY authorization form within five (5) working days 385 from the date of admission. COUNTY will not pay for any services provided to 386 clients by CONTRACTOR prior to COUNTY executing a written prior authorization 387 form or in rare instances, following a verbal authorization followed up in writing 388 within five (5) working days. 389

M. Maintenance, Retention, and Confidentiality of Client Records. 390

1. Maintenance of Records. CONTRACTOR must maintain legible and adequate 391 medical, clinical, and/or rehabilitation records on each client as required by all 392 applicable laws based on program type and funding source. Such records will, at a 393 minimum, include: (a) diagnostic studies, if applicable; (b) a description of the goals set 394 for each client's care; (c) documentation describing services provided by various 395 professionals and paraprofessionals; (d) documentation regarding client interviews 396 and/or progress notes. CONTRACTOR will maintain such records in the form 397 determined or approved by federal, state, and COUNTY laws, rules, and regulations. 398

Such records will be in sufficient detail to facilitate evaluation of the services provided 399 pursuant to this AGREEMENT and will contain all data necessary to prepare any 400 reports required by the California Department of Health Care Services (DHCS). 401

2. Record Retention. CONTRACTOR will maintain client medical and/or clinical 402 records as required by the California Code of Regulations or any other applicable laws. 403

At a minimum, records will be retained for adult clients for a period of ten (10) years 404 from the date of discharge, and records of persons who are under the age of eighteen 405

(18) at the time of treatment must be retained until either one (1) year beyond the 406 client's eighteenth (18th) birthday, or a period of ten (10) years from the date of 407 discharge, whichever is later. 408

3. Confidentiality. CONTRACTOR will maintain the confidentiality of medical and 409 psychiatric records of clients as required by applicable state and federal laws including, 410 but not limited to those referenced in Section IV, subsection D, of this AGREEMENT 411

(“Privacy”). 412

4. Access to Client records at Conclusion of Agreement. Upon expiration or 413 termination of this AGREEMENT, CONTRACTOR will deliver all client records to 414

COUNTY within fifteen (15) working days of the date of expiration or termination. 415

Client records include all medical/clinical records, utilization and peer review records, 416 medication monitoring records, and all fiscal records related to funding received under 417 this AGREEMENT. If CONTRACTOR is required to retain such records, 418

CONTRACTOR will supply copies of the records to COUNTY, at CONTRACTOR’s 419 expense, and will allow inspection of the original records by COUNTY upon request 420 during the duration of the applicable retention period. Although CONTRACTOR will, 421 in this event, have possession of client records and information, COUNTY will own all 422 such information and records. 423

5. If CONTRACTOR is required to retain such records, CONTRACTOR will supply 424 copies of the records to COUNTY, at CONTRACTOR’s expense, and will allow 425 inspection of the original records by COUNTY upon request during the duration of the 426 applicable retention period. Although CONTRACTOR will, in this event, have 427 possession of client records and information, COUNTY will own all such information 428 and records. 429

6. CONTRACTOR is required to submit data that allows COUNTY to verify the 430 accuracy, timeliness, completeness, logic, and consistency of the data reported. Data 431 must be submitted in standardized formats to the extent feasible and appropriate, 432 including in secure information exchanges and technologies utilized for State Medicaid 433 quality improvement and care coordination efforts. CONTRACTOR is required to 434 make all collected data available to the State and upon request to CMS. 435

7. CONTRACTOR shall allow the State, the Office of the Inspector General (OIG), the 436

Comptroller General, and their designees to inspect and audit any records or documents 437 at any time; inspect the premises, physical facilities, and equipment where Medicaid-438 related activities are conducted at any time; and audit records or documents for ten (10) 439 years from the final date of the Agreement period or from the date of completion of any 440 audit, whichever is later. 441

8. CONTRACTOR is required to retain, as applicable, enrollee grievance and appeal 442 records in accordance with 42 C.F.R. Section 438.416; base data in accordance with 42 443

C.F.R. Section 438.5(c); Medical Loss Ratio (MLR) reports in accordance with 42 444

C.F.R. Section 438.8(k); and the data, information, and documentation specified in 42 445

C.F.R. Sections 438.604, 438.606, 438.608, and 438.610 for a period of no less than ten 446

(10) years. 447

9. CONTRACTOR is required to allow the State, CMS, the Department of Health and 448

Human Services (DHHS) Inspector General, the Comptroller General, or their 449 designees to audit, evaluate, and inspect any books, records, contracts, computer or 450 other electronic systems of the CONTRACTOR or of the CONTRACTOR’s contractor, 451 that pertain to any aspect of the services and activities performed, or determined of 452 amounts payable, under the Agreement. 453

10. CONTRACTOR is required to make available for the purposes of an audit, evaluation, 454 or inspection by the State, CMS, the DHHS Inspector General, the Comptroller General 455 or their designees, its premises, physical facilities, equipment, books, records, contracts, 456 computer or other electronic systems relating to its Medicaid enrollees. The right to 457 audit by the State, CMS, the DHHS Inspector General, the Comptroller General or their 458 designees, will exist through ten (10) years from the final date of the Agreement period 459 or from the date of completion of any audit, whichever is later. If the State, CMS, the 460

DHHS Inspector General, or their designees determine that there is a reasonable 461 possibility of fraud or similar risk, the State, CMS, the DHHS Inspector General, or 462 their designees may inspect, evaluate, and audit the CONTRACTOR at any time. 463

N. Notifications. 465

1. Within a reasonable time after receiving notice of beneficiary’s enrollment, 466

CONTRACTOR and its subcontractors shall inform beneficiaries about: 467

a) Beneficiary grievance, appeal, and fair hearing procedures and timeframes as specified 468 in 42 C.F.R. Section 438.400 through 42 C.F.R. Section 438.424. 469

b) The beneficiary’s right to file grievances and appeals and the requirements and 470 timeframes for filing. 471

c) The availability of assistance to the beneficiary with filing grievances and appeals. 472

d) The beneficiary’s right to request a State fair hearing after the COUNTY has made a 473 determination on an enrollee's appeal, which is adverse to the beneficiary. 474

e) The beneficiary’s right to request continuation of benefits that the COUNTY seeks to 475 reduce or terminate during an appeal or state fair hearing filing, if filed within the 476 allowable timeframes, although the beneficiary may be liable for the cost of any 477 continued benefits while the appeal or state fair hearing is pending if the final 478 decision is adverse to the beneficiary. 479

O. Medi-Cal Certification. CONTRACTOR will establish and maintain certification through 480

COUNTY to provide Medi-Cal reimbursable services (“Medi-Cal Certification”) before providing 481 and billing for Medi-Cal services to clients. CONTRACTOR will not be reimbursed by COUNTY 482 for any Medi-Cal services rendered prior to certification. 483

P. Provider Application and Validation for Enrollment (PAVE) and Medi-Cal Rx Enrollment 484

Requirement. CONTRACTOR shall ensure that all staff with the specified license types are 485 enrolled in the DHCS PAVE system upon initiation of their employment. Applications shall be 486 submitted through the DHCS PAVE Provider Portal (https://pave.dhcs.ca.gov/sso/login.do). 487

Additionally, all prescribing staff must be registered in the Medi-Cal Rx Provider Portal 488

(https://www.dhcs.ca.gov/provgovpart/pharmacy/Pages/Medi-CalRX.aspx). 489

Q. Credentialing Requirement. CONTRACTOR shall ensure that all of CONTRACTOR’s 490

Practitioners are credentialed/re-credentialed as required by law and as required by the COUNTY 491 for the services under this Agreement, through Valley Health Plan, the COUNTY’s designated 492

Managed Services Organization (MSO) entity. CONTRACTOR shall ensure that staff comply in 493 a timely manner with requests for Council for Affordable Quality Healthcare (CAQH) ProView 494 applications, and other relevant applications to ensure credentialing is completed prior to initiation 495 of services. CONTRACTOR shall ensure that none of CONTRACTOR’s Practitioners or staff 496 provide services under this AGREEMENT until after each Practitioner’s/staff’s credentialing/re-497 credentialing process through Valley Health Plan is complete. CONTRACTOR shall provide 498

COUNTY (BHSD and VHP) with an updated credentialed staff list on a monthly basis at 499 minimum. 500

V. DISCLOSURE OF VIOLATIONS AND UNUSUAL INCIDENTS. 502

A. CONTRACTOR will notify COUNTY by telephone of the violation of any provision of this 503

AGREEMENT within twenty-four (24) hours of obtaining reasonable cause to believe that a 504 violation has occurred. In addition, notice of such violation will be confirmed by delivering a 505 written notice to the Director of BHSD within seventy-two (72) hours of obtaining reasonable 506 cause to believe that such violation has occurred. Such notice will describe the violation in detail 507

(See BHSD Policy and Procedures 243). 508

B. CONTRACTOR will comply with COUNTY policies, procedures, and requirements concerning 509 the reporting of unusual occurrences and incidents. 510

1. CONTRACTOR will provide COUNTY information and records about or related to: (a) 511 complaints, grievances, appeals, and state fair hearings referenced in Section IV (N) of 512 this Agreement; (b) violations, unusual incidents, fraud, waste, and abuse referenced in 513

Section V (C) of this Agreement; and (c) claims, litigation, or administrative 514 proceedings commenced against COUNTY arising from CONTRACTOR’s, or its 515 employees’, agents’, or subcontractors’, performance under this Agreement. 516

CONTRACTOR shall cooperate and assist COUNTY in COUNTY’s investigation of all 517

Sam ple https://pave.dhcs.ca.gov/sso/login.do https://www.dhcs.ca.gov/provgovpart/pharmacy/Pages/Medi-CalRX.aspx such incidents listed in this subsection V (B)(1) of this Agreement. 518

2. CONTRACTOR shall notify COUNTY within forty-eight (48) hours of any litigation or 519 administrative proceedings commenced against CONTRACTOR or its agents or 520 subcontractors arising from CONTRACTOR’s, or its employees’, agents’, or 521 subcontractors’ performance under this Agreement. 522

C. CONTRACTOR must report potential fraud, waste, and abuse information to the COUNTY. 523

CONTRACTOR shall implement and maintain arrangements or procedures designed to detect 524 and prevent fraud, waste, and abuse that include prompt reporting to the COUNTY about the 525 following: 526

1. Any potential fraud, waste, or abuse. 527

2. All overpayments identified or recovered, specifying the overpayments due to potential 528 fraud. 529

3. Information about changes in a beneficiary’s circumstances that may affect the 530 beneficiary’s eligibility including changes in the beneficiary’s residence or the death of 531 beneficiary. 532

4. Services Verification. 533

D. In the event, and annually thereafter and upon request, that any person obtains an interest of five 534 percent (5%) or more of any mortgage, deed of trust, note, or other obligation secured by 535

CONTRACTOR, and that interest equals at least five percent (5%) of CONTRACTOR’s 536 property or assets, CONTRACTOR will make the disclosures set forth in the section below: 537

1. The name and address of any person (individual or corporation) with an ownership or 538 control interest in the CONTRACTOR’s network provider. The address for corporate 539 entities shall include, as applicable, a primary business address, every business location, 540 and a P.O. Box address; 541

2. Date of birth and Social Security Number (in the case of an individual); 542

3. Other tax identification number (in the case of a corporation with an ownership or control 543 interest in the managed care entity or in any subcontractor in which the managed care 544 entity has a five percent (5%)or more interest); 545

4. Whether the person (individual or corporation) with an ownership or control interest in 546 the Contractor’s network provider is related to another person with ownership or control 547 interest in the same or any other network provider of the CONTRACTOR as a spouse, 548 parent, child, or sibling; or whether the person (individual or corporation) with an 549 ownership or control interest in any subcontractor in which the managed care entity has a 550 five percent (5%) or more interest is related to another person with ownership or control 551 interest in the managed care entity as a spouse, parent, child, or sibling; 552

5. The name of any other disclosing entity in which the CONTRACTOR or subcontracting 553 network provider has an ownership or control interest; and 554

6. The name, address, date of birth, and Social Security Number of any managing employee 555 of the CONTRACTOR’s organization. 556

7. COUNTY would require any person or provider with a 5% or more direct or indirect 557 ownership interest in the provider to submit a set of fingerprints per 42 C.F.R. 558

455.434(b)(2). 559

E. CONTRACTOR must submit disclosures and updated disclosures to the COUNTY including 560 information regarding certain business transactions within thirty-five (35) days, upon request. 561

The following information must be disclosed: 562

1. The ownership of any subcontractor with whom the CONTRACTOR has had business 563 transactions totaling more than twenty-five thousand dollars ($25,000) during the twelve (12) 564 month period ending on the date of the request; and 565

2. Any significant business transactions between the CONTRACTOR and any wholly owned 566 supplier, or between CONTRACTOR and any subcontractor, during the five (5) year period 567 ending on the date of the request. 568

3. CONTRACTOR must obligate network providers to submit the same disclosures regarding 569 network providers within thirty-five (35) days upon request. 570

F. CONTRACTOR shall submit the following disclosures to the COUNTY regarding the 571

CONTRACTOR’s management: 572

1. The identity of any person who is a managing employee of CONTRACTOR who has been 573 convicted of a crime related to federal health care programs according to 42 C.F.R. Section 574

455.106(a)(1)-(2). 575

2. The identity of any person who is an agent of the CONTRACTOR who has been convicted of 576 a crime related to federal health care programs. (42 C.F.R. Section 455.106(a)(1), (2).) For 577 this purpose, the word "agent" has the meaning described in 42 C.F.R. Section 455.101. 578

3. CONTRACTOR supply the disclosures before entering into the contract and at any time upon 579 the COUNTY’s request. 580

VI. PERFORMANCE OUTCOMES. 582

A. CONTRACTOR will comply with the performance outcomes and measurements established in this 583

AGREEMENT, all applicable laws and regulations, as well as the Exhibits attached to this 584

AGREEMENT. 585

B. Public Health Emergency or Other Emergency Disaster Plan 587

1. CONTRACTOR shall have policies and procedures to address disaster preparedness during a 588

Public Health Emergency or other emergency disaster. 589

a. Subject to applicable guidance and other directives, CONTRACTOR will be expected to 590 continue to deliver services during a Public Health Emergency or other emergency 591 disaster, including, but not limited to a pandemic such as the COVID-19 pandemic. 592

b. CONTRACTOR shall develop and implement protocols and procedures based on the 593 guidance of appropriate agencies, such as the County Health Officer, Centers for Disease 594

Control and Prevention (CDC), Federal Emergency Management Agency (FEMA), or 595 others, as applicable. 596

c. CONTRACTOR shall develop an emergency and disaster plan that includes at a 597 minimum, evacuation procedures, training for workforce members, and quarterly 598 emergency drills. The emergency and disaster plan shall be readily available for staff 599 during an emergency and shall be reviewed and updated as necessary on a regular basis. 600

d. CONTRACTOR shall follow the protocols and procedures to protect staff and clients for 601 service delivery during a Public Health Emergency or other emergency disaster, including 602 but not limited to a pandemic such as the COVID-19 pandemic. 603

VII. CONTRACTING PRINCIPLES. 605

A. All entities that contract with the County to provide services where the contract value is $100,000 or 606 more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally 607 responsible entities and shall treat their employees fairly. To ensure compliance with these 608 contracting principles, all contractors shall: (1) comply with all applicable federal, state and local 609 rules, regulations and laws; (2) maintain financial records, and make those records available upon 610 request; (3) provide to the County copies of any financial audits that have been completed during the 611 term of the contract; (4) upon the County’s request, provide the County reasonable access, through 612 representatives of the Contractor, to facilities, financial and employee records that are related to the 613 purpose of the contract, except where prohibited by federal or state laws, regulations or rules. 614

B. To ensure compliance with these contracting principles, all CONTRACTORs must: (1) comply with 615 all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and 616 make those records available upon request; (3) provide to the COUNTY copies of any financial audits 617 that have been completed during the term of the contract; (4) upon the COUNTY’s request, provide 618 the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, 619 financial and employee records that are related to the purpose of the contract, except where prohibited 620 by federal or state laws, regulations or rules. 621

VIII. FINANCIAL REQUIREMENTS. 623

A. Budget Contingency. This AGREEMENT is contingent upon the appropriation of sufficient 624 funding by Federal, State and County sources for the services covered by the AGREEMENT. If 625 it becomes apparent to COUNTY at any time, in COUNTY’s sole discretion, that insufficient 626 funding will exist, or that funding from any source will be discontinued, delayed, denied, 627 reduced, or disallowed for any of the services covered under this AGREEMENT, COUNTY has 628 the option to either terminate this AGREEMENT without notice and with no liability beyond that 629 is otherwise stated in this AGREEMENT, or to offer an amendment to this AGREEMENT 630 indicating the reduced amount. 631

B. Non-payment to Entity/Provider. 632

1. CONTRACTOR or an affiliate, vendor, contractor, or subcontractor of the 633

CONTRACTOR will not submit a claim to demand or otherwise collect reimbursement 634 from the client or persons acting on behalf of the client for any services including 635 specialty mental health or related administrative services provided under this 636

AGREEMENT except to collect other health insurance coverage, share of cost, and co-637 payments. The CONTRACTOR or an affiliate, vendor, or subcontractor of the 638

CONTRACTOR will not hold beneficiaries liable for costs of covered services provided 639 under a contract, referral, or for payment of subsequent screening and treatment needed 640 to diagnose the specific condition or stabilize a client with an emergency psychiatric 641 condition. 642

2. In the event that the CONTRACTOR becomes insolvent, the CONTRACTOR, or an 643 affiliate, vendor, contractor, or subcontractor of the CONTRACTOR will not hold 644 beneficiaries liable for debts for costs of covered services for which the State or 645

COUNTY does not pay the CONTRACTOR or an affiliate, vendor, contractor, or sub-646 subcontractor. 647

C. Compensation. 648

1. Payment will be made pursuant to the rates, terms and conditions set forth in the attached 649

Exhibit B, which are incorporated by this reference. 650

2. Once a discharge date or plan is established by all parties, COUNTY will pay 651

CONTRACTOR for services up to 5 days after the agreed upon discharge date. Beyond the 652

5th day, COUNTY will not be financially responsible for any services provided to client by 653

CONTRACTOR. COUNTY must approve any exceptions to this provision in writing. 654

3. COUNTY will pay within 45 days of receipt of an undisputed claim, which has been properly 655 executed and submitted to COUNTY. (See Welfare and Institutions Code, §5657). 656

CONTRACTOR will submit all claims for reimbursement under this AGREEMENT within 657

60 days of the date the services are provided. Claims submitted later than 60 days following 658 the conclusion of the TERM of this AGREEMENT will not require reimbursement by 659

COUNTY. Extension of the 60 day time-line may be granted by the Mental Health Director 660 upon written request. 661

4. CONTRACTOR must repay COUNTY for any overpayment identified in the course of an 662 audit within 30 days of audit completion. At COUNTY’s discretion, repayment may be 663 scheduled for direct submission to COUNTY or as an offset to any future bills from 664

CONTRACTOR for services rendered under this AGREEMENT. 665

5. CONTRACTOR shall not bill…