Attachment C6.pdf

ATTACHMENT C6

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND CONTRACTORS NAME FOR THE PROVISION OF RESIDENTIAL

CARE FACILITY SERVICES FOR FISCAL YEAR 20XX

Last Reviewed by County Counsel on 3/8/21

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND

CONTRACTOR NAME FOR THE PROVISION OF RESIDENTIAL CARE FACILTY SERVICES

FOR FISCAL YEAR 20XX

This Agreement ("AGREEMENT") is between the County of Santa Clara ("COUNTY"), by and through the Behavioral Health Services Department (BHSD), and Contractor Name, a for profit entity

("CONTRACTOR").

BACKGROUND AND PURPOSE

This AGREEMENT is for Residential Care Facility (RCF) services provided to COUNTY mental health clients. Funding for this service is provided by the COUNTY, through the BHSD. These Residential Care Facilities provide a safe and stable environment for clients at a lower cost than mental health inpatient hospitalization. The BHSD ensures that the facility named in this AGREEMENT meets State Community Care Licensing requirements.

Residential care services are part of the BHSD’s Continuum of Care Plan (Plan). The Plan outlines a process where mentally ill and Seriously Mentally Ill (SMI) patients will transition from a higher level of care to the most appropriate residential type of facility based on their ability to function independently. The goal of BHSD is that every transition moves patients to an envirionment that is less restrictive. The benefits to this process include: a) reducing readmission of clients into emergency treatment and acute inpatient hospital settings; b) preventing homelessness of SMI patients; c) providing patients with stability and a home-like setting; and d) reducing the BHSD’s cost for patient care. The residential care facilities included in this AGREEMENT may also provide SMI patients with supplemental services to address a multitude of client needs from physical and medical disabilities to learning basic social and livng skills.

The parties agree as follows:

AGREEMENT

I. Scope

This AGREEMENT, including the following Exhibits attached hereto and incorporated by this reference; establish the terms and conditions under which CONTRACTOR and BHSD will provide mental health services to COUNTY residents during the TERM.

Exhibit A1 Standard RCF – Basic Supplemental Services Exhibit A2 Standard RCF – Supplemental Services for Unsponsored Clients Exhibit B Budget Exhibit C Approved Services Exhibit D Insurance Requirements for Professional Service Contracts Exhibit E Supplemental Site Review Checklist Exhibit F Supplemental Services RCF Client Monthly Log

II. Term Unless modified, amended, or terminated as provided herein, this AGREEMENT begins July 1, 2018, and will remain in full force and effect until June 30, 2019 (“TERM”).

III. Subcontracting

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A. CONTRACTOR may not subcontract for any mental health services under this AGREEMENT without the prior written approval of COUNTY. COUNTY will not approve any subcontract for Medi-Cal reimbursable mental health services provided under this AGREEMENT. CONTRACTOR may, however, hire qualified contract employees to provide Medi-Cal reimbursable services under the terms of this contract following approval by COUNTY.

B. CONTRACTOR retains all obligations and responsibilities to COUNTY under this AGREEMENT during the term of an approved subcontract.

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

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

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

2. Specification of the services to be provided.

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

CONTRACTOR.

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

5. Subcontractor’s agreement that subcontractor shall comply with and be bound by all terms of this AGREEMENT, including but not limited to Section IV of this AGREEMENT (“Legal Requirements”).

6. Inclusion of the requirements set forth in Section VIII, subsection B of this AGREEMENT (“Non-Payment to Entity/Provider”).

7. Subcontractor’s agreement to submit reports as required by the COUNTY.

8. Subcontractor’s agreement to make all of its books and records, pertaining to the goods and services furnished under the terms of the subcontract, available for inspections, examination or copying by the COUNTY; the State of California, including but not limited to officials from the State Department of Health Care Services (SDHCS); any designated official of Federal Department of Health and Human Services (DHHS); the Comptroller General of the United States; and other authorized federal and state agencies, or their duly authorized representatives, at all reasonable times at the subcontractor’s place of business or at such other mutually agreeable location in California, in a form maintained in accordance with general standards applicable to such books or record keeping, and for at least seven (7) years from the close of the COUNTY’s fiscal year in which the subcontract was in effect.

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

10. Subcontractor’s agreement that subcontractor will be paid only by

CONTRACTOR.

E. CONTRACTOR must give written notice to each client served on a regular basis, and to the BHSD, of termination of an approved subcontract with an individual, group, or organizational provider no later than fifteen (15) days from the date of termination.

During the term of the subcontract, CONTRACTOR will maintain documentation of compliance with this requirement for the time specified under Section IV, subsection

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M, of this AGREEMENT (“Maintenance, Retention and Confidentiality of Records”).

IV. Legal Requirements

A. Compliance

1. Licensure

a) Facilities. CONTRACTOR will ensure that all facilities used in performance of services pursuant to this AGREEMENT meet all requirements contained in federal, state, and local laws, statutes, or regulations, and the review checklist contained in Exhibit E, attached herein.

b) Staff. CONTRACTOR performing services pursuant to this AGREEMENT must meet all applicable licensing, certification or other federal, state and local laws and regulations.

2. Federal, State and Local Laws CONTRACTOR must provide services under this AGREEMENT in accordance with all laws effective at the inception of this AGREEMENT and that become effective during the TERM of this AGREEMENT including but not limited to:

a) Title 22, Division 6, Chapter 6 of the California Code of Regulations; sion Manual of Policies and Procedures Community Care Licensing Division Adult Residential Facilities;

b) Title 9 of the California Code of Regulations;

c) Title XIX of Social Security Act;

d) Welfare and Institutions Codes Section 5600 et seq.

3. This obligation specifically includes an agreement by CONTRACTOR to honor the client's rights set as forth in the above referenced statutes and regulations.

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

1. the Health Insurance Portability and Accountability Act, 45 C.F.R parts 160, 162 and 164 (HIPAA).

2. the Health Information Technology for Economic and Clinical Health Act (HITECH Act), Pub. L. 111-5, Div. A, Title XIII, § 130001 et seq., Div. B, Title IV, § 4001 et seq., Feb. 17, 2009, 123 Stat. 226, 467, 42 U.S.C.A. § 300ii, et seq., and 4U.S.C.A. § 17901, et seq.;

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

4. California Evidence Code section 1010 et seq.;

C. Other applicable laws. CONTRACTOR will provide services under this AGREEMENT in accordance with all other applicable federal, state, and local laws, rules, regulations, and codes effective at the inception of this AGREEMENT and that become effective during the TERM of this AGREEMENT including but not limited to the Mental Health Services Act (MHSA).

D. Clean Air Act & Federal Water Pollution Control Act. CONTRACTOR will comply with all applicable standards, orders or regulations issued pursuant to the provisions of Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended, and will include such provision in all subcontracts of amounts in excess of $100,000. Violations will be reported to the

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Centers for Medicare and Medicaid Services.

E. Business Conduct. CONTRACTOR will comply with all applicable laws regarding the conduct of their respective business and profession. CONTRACTOR will also comply with all laws governing Conflict of Interest and Referral of Clients, which are in effect or which become effective during the TERM of this AGREEMENT. These laws include prohibitions on:

1. Payments for referral to induce the referral of Clients (Cal. Business and Professions Code section 650; Cal. Labor Code section 3215; and section 1128B of the Social Security Act).

2. The referral of Clients by a CONTRACTOR for certain designated health care services to an entity with which the CONTRACTOR (or the referring party’s immediate family) have a financial relationship (Cal. Labor Code sections 139.3 and 139.31, applicable to referrals for workers' compensation services; Cal. Business and Professions Code sections 650.01 and 650.02 applicable to all other client referrals within the State and section 1877 of the Social Security Act, applicable to referrals of Medicare and Medi-Cal Clients.)

F. Certification of Health Care Providers

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

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

3. CONTRACTOR will screen on a regular basis all CONTRACTOR employees, directors, board members, subcontractors and agents to determine whether they are excluded or otherwise ineligible for participation in federal or state funded health care programs. CONTRACTOR further agrees to screen all new employees. The screening procedure will meet the screening requirements set forth in the BHSD Policies and Procedures relating to excluded provider’s status. At a minimum, CONTRACTOR will screen each person against (1) the U.S. Department of Health & Human Services (DHHS) Office of Inspector General (OIG) List of Excluded Individuals/Entities, and (2) the State Medi-Cal Suspended and Ineligible Provider List ("Excluded Provider Lists"). If CONTRACTOR employees, directors, board members, subcontractors, and agents are found to be on the Excluded Provider Lists, or if they are being investigated for an offense that may lead to exclusion, CONTRACTOR agrees to immediately send a written notice to BHSD’s Compliance Manager to determine appropriate action. If CONTRACTOR’s employees, directors, board members, subcontractors, or agents is excluded or debarred, or charged with a criminal offense, CONTRACTOR will remove the individual from any responsibility for, or involvement in, the provision of services under this AGREEMENT for an amount of time determined by COUNTY. If CONTRACTOR is excluded or debarred, or charged with a criminal offense, COUNTY may terminate the contract immediately.

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4. CONTRACTOR certifies that its license and the licenses of all persons providing services pursuant to this AGREEMENT are in good standing and are not subject to any pending license investigations or citations. CONTRACTOR shall notify COUNTY immediately by sending written notice to the BHSD Compliance Officer upon learning that its license, or the license of any person providing services pursuant to this AGREEMENT, is being investigated, has been cited for a license violation, is restricted in any way, or is no longer in good standing.

5. COUNTY may terminate this AGREEMENT immediately if CONTRACTOR violates any of the provisions in this subsection.

6. CONTRACTOR will defend, indemnify and hold harmless COUNTY for any loss or damage resulting from any conviction, debarment, or any exclusion of CONTRACTOR or its employees, directors, board members, subcontractors or agents.

7. If CONTRACTOR utilizes COUNTY facilities while performing services pursuant to this AGREEMENT, CONTRACTOR will read and abide by the BHSD Program Policy, Code of Conduct, and Compliance Program Plan and will attend a compliance workshop provided by the COUNTY.

CONTRACTORS utilizing non-COUNTY facilities must provide COUNTY with a copy of their compliance program, upon request.

G. Non-Discrimination

1. Non-Discrimination in Services, Benefits and Facilities

a) Consistent with the requirements of applicable federal or state law, CONTRACTOR will not engage in any unlawful discriminatory practices in the admission of clients, assignments of accommodations, treatment, evaluation, employment of personnel, or in any other respect on the basis of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliation, or marital status.

b) CONTRACTOR will comply with the provisions of Section 504 of the Rehabilitation Act of 1973, as amended, pertaining to the prohibition of discrimination against qualified handicapped persons in all federally assisted programs or activities, as detailed in regulations signed by the Secretary of Health and Human Services, effective June 1977, and found in the Federal Register, Volume 42, No. 86, Page 22675 et seq., dated May 4, 1977.

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

d) CONTRACTOR will serve clients as determined by COUNTY’s policies, procedures, directives, guidelines, and Cultural Competency Plan to insure that all eligible clients receive services from clinical staff that is culturally, ethnically, and linguistically competent. In addition, services will be delivered in a manner that is considerate of clients’ and family members’ cultures while preserving clients’ dignity and respecting their right to choose. For the Cultural Competency Plan, refer to

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e) In order to serve bilingual clients BHSD will assess bilingual needs and require CONTRACTOR to recruit, employ, and maintain bilingual staff at a level designated by the BHSD in support of the programs provided by CONTRACTOR and described in the Exhibit A(s) attached herein.

f) Notwithstanding other provisions of this section, CONTRACTOR may require a determination of medical necessity pursuant to Title 9, California Code of Regulations, sections 1820.205, 1830.205, or 1830.210, prior to providing any Medi-Cal covered services to clients who are Medi-Cal beneficiaries.

2. Appropriate Facilities. CONTRACTOR facilities will have access for the disabled to the extent required by Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, and any other applicable laws requiring such access.

3. Training. CONTRACTOR will implement and maintain a training program in which all of the personnel designated in the Exhibit A(s) will participate. At a minimum, such training programs will cover (a) crisis management and intervention, (b) Activities of Daily Living (ADL) skills, (c) assisting clients in transition, and (d) confidentiality of client information.

4. Non-Compliance. Failure to comply with any of the requirements of this section will be considered a material breach of this AGREEMENT. Nothing in this AGREEMENT will be deemed a limitation on the right of COUNTY to take any action with respect to CONTRACTOR as a means of enforcing the antidiscrimination provisions of this AGREEMENT, as federal, state, or county government may require.

H. COUNTY Ordinances, Resolutions, Policies, Procedures, Directives, and Guidelines

1. CONTRACTOR must provide services under this AGREEMENT in accordance with the ordinances and resolutions of the COUNTY Board of Supervisors and the applicable policies, procedures, directives, and guidelines of the COUNTY, BHSD, and the County of Santa Clara Health System (“Health System”).

CONRACTOR must be in compliance with any new or modified policy, procedure, or directive within thirty (30) days from the date on which CONTRACTOR receives notice of such new or modified policy, procedure, or directive, or sooner if required by federal, state, or local regulations.

2. If CONTRACTOR receives training from BHSD in pandemic and other disasters (“All Hazards”) including, but not limited to: identifying high risk populations, monitoring psychosocial reactions to All Hazards, disseminating appropriate educational materials, providing safe intervention as needed, and making appropriate referrals, CONTRACTOR will, at the discretion of the Director of BHSD, be involved in planning and response activities related to All Hazards.

3. No Smoking Policy. CONTRACTOR and its employees, agents and subcontractors must comply with the COUNTY’s No Smoking Policy set forth in Board Policy section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all COUNTY-owned and operated health facilities, (2) within 30 feet surrounding COUNTY-owned buildings and leased buildings where the COUNTY is the http://www.sccgov.org/portal/site/MHD/CulturalCompetancyPlan

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4. Beverage Nutritional Criteria. Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events. If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving. If beverages are to be provided, beverages that meet the COUNTY’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and

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

I. Admission and Discharge Procedures

1. CONTRACTOR will maintain its client admission procedures and eligibility criteria in writing and must make such procedures and eligibility criteria available to the public upon request. Such procedures must be in conformance with the Welfare and Institutions Code section 5600 et seq. and Title 22, Chapter 6, Division 6.

CONTRACTOR will comply with BHSD’s admission and discharge policy, as described in the Exhibit A’s attached herein.

2. The COUNTY Outpatient Teams are responsible for admissions and setting dates for discharges of clients.

3. When COUNTY authorization has expired for either the facility placement or for the Supplemental Care services, CONTRACTOR will assist client in making a smooth transition to a less restrictive envirionment.

4. The CONTRACTOR may allow a client to remain in the facility beyond the date approved by the COUNTY Outpatient Team only if transfer to another facility is determined to be detrimental to the client by the COUNTY Outpatient Team.

J. Eligible Client Population. CONTRACTOR will serve the clients as outlined in Exhibit A(s), attached herein.

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K. Consent for Treatment. CONTRACTOR will obtain a signed “consent to treatment” form for each client covered by this AGREEMENT using a legally adequate consent form or format pursuant to California Welfare and Institutions Code section 5326.2 and any other statute or regulation if applicable.

L. Program Capacity

1. CONTRACTOR is obligated to provide services to individuals when referred by the COUNTY Outpatient Team and as resources are available.

2. CONTRACTOR will provide Supplemental Services to Clients when authorized by the COUNTY Outpatient Team.

3. CONTRACTOR will, in cooperation with the BHSD, develop a strategy for managing demand to ensure that there is no abrupt termination of services to any client. The strategy may include, but should not be limited to, systematic management of discharges and referrals in coordination with the COUNTY Outpatient Team.

4. CONTRACTOR will carry out timely discharges of clients to facilities offering a lower level of care when the 24 Hour Care Program notifies CONTRACTOR of the need to transition the client.

5. CONTRACTOR will cooperate with BHSD to reasonably maintain consistent service levels and time limits throughout the TERM of this AGREEMENT, consistent with normal fluctuations agreed upon in advance, such as those related to BHSD program and policy changes.

M. Maintenance, Retention and Confidentiality of Records

1. Maintenance of Records. CONTRACTOR must maintain legible and adequate medical, clinical, and/or rehabilitation records on each client as required by all applicable laws based on program type and funding source.

Such records will, at a minimum, include: (a) diagnostic studies, if applicable;

(b) a description of the goals set for each client's care; (c) documentation describing services provided by various professionals and paraprofessionals; (d) documentation regarding client interviews and/or progress notes.

CONTRACTOR will maintain such records in the form determined or approved by federal, state, and COUNTY laws, rules, and regulations. Such records will be in sufficient detail to facilitate evaluation of the services provided pursuant to this AGREEMENT and will contain all data necessary to prepare any reports required by the California Department of Health Care Servcies (DHCS).

2. Record Retention. CONTRACTOR will maintain client medical and/or clinical records as required by the California Code of Regulations or any other applicable laws. At a minimum, records will be retained for adult clients for a period of seven (7) years from the date of discharge, and records of persons who are under the age of eighteen (18) at the time of treatment must be retained until either one (1) year beyond the client's eighteenth (18th) birthday, or a period of seven (7) years from the date of discharge, whichever is later.

3. Confidentiality. CONTRACTOR will maintain the confidentiality of medical and psychiatric records of clients as required by applicable state and federal laws including, but not limited to those referenced in Section IV, subsection B, of this AGREEMENT (“Privacy”).

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

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

V. Disclosure of Violations and Unusual Incidents

A. CONTRACTOR will notify COUNTY by telephone of the violation of any provision of this AGREEMENT within twenty-four (24) hours of obtaining reasonable cause to believe that a violation has occurred. In addition, notice of such violation will be confirmed by delivering a written notice to the Director of BHSD within seventy-two

(72) hours of obtaining reasonable cause to believe that such violation has occurred.

Such notice will describe the violation in detail (See BHSD Policy and Procedures 412- 122).

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

1. CONTRACTOR will provide COUNTY information and records about or related to: (a) complaints or grievances made for services provided under this Agreement; (b) violations, unusual incidents, fraud, waste, and abuse referenced in Section V (C) of this Agreement; and (c) claims, litigation, or administrative proceedings commenced against COUNTY arising from CONTRACTOR’s, or its employees’, agents’, or subcontractors’, performance under this Agreement.

CONTRACTOR shall cooperate and assist COUNTY in COUNTY’s investigation of all such incidents listed in this subsection V (B)(1) of this Agreement.

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

C. CONTRACTOR must report potential fraud, waste, and abuse information to the COUNTY. CONTRACTOR shall implement and maintain arrangements or procedures designed to detect and prevent fraud, waste, and abuse that include prompt reporting to the COUNTY about the following:

1. Any potential fraud, waste, or abuse.

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

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

4. Services Verification.

VI. Performance Outcomes. CONTRACTOR will comply with the performance outcomes and

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A. BHSD will monitor all services provided under this AGREEMENT on a regular basis by conducting a Program Evaluation to reviw the appropriateness of client placement and the physical facility environment. If it is determined that a corrective plan is needed in order to ensure compliance, CONTRACTOR will comply within the time frame established in the applicable Corrective Action Plan created by the COUNTY.

B. If CONTRACTOR fails to comply with the Corrective Action Plan, CONTRACTOR may be subject to further corrective action up to and including termination of the

AGREEMENT.

C. Public Health Emergency or Other Emergency Disaster Plan

1. CONTRACTOR shall have policies and procedures to address disaster preparedness during a Public Health Emergency or other emergency disaster.

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

b) CONTRACTOR shall develop and implement protocols and procedures based on the guidance of appropriate agencies, such as the County Health Officer, Centers for Disease Control and Prevention (CDC), Federal Emergency Management Agency (FEMA), or others, as applicable.

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

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

VII. Contracting Principles

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

VIII. Financial Requirements

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

B. Non-Payment to Entity/Provider. CONTRACTOR or an affiliate, vendor, contractor, or subcontractor of the CONTRACTOR will not submit a claim to demand or otherwise collect reimbursement from the client or persons acting on behalf of the client for any services including specialty mental health or related administrative services provided under this AGREEMENT except to collect SSI/rent and co-payments for supplemental services as described in the Exhibit A(s) attached herein. The CONTRACTOR or an affiliate, vendor, or subcontractor of the CONTRACTOR will not hold beneficiaries liable for cost of covered services provided for which the COUNTY or State does not pay the CONTRACTOR or an affiliate, vendor, or subcontractor; nor will the CONTRACTOR or an affiliate, vendor or subcontractor hold beneficiaries liable for cost of a referral, or for payment of subsequent screening and treatment needed to diagnose the specific condition, or stabilize a client with an emergency psychiatric condition.

C. Withholding Compensation. The COUNTY reserves the right to withhold amounts from future compensation equal to the amount of any disallowance for billed services and/or other payments due to the COUNTY as determined following an audit and/or investigation by COUNTY. The COUNTY reserves the right to disallow payment for services if CONTRACTOR fails to provide timely advance notice of client leaves of absence.

D. Transfer of Funds

1. COUNTY reserves the right to reallocate funds between contractors as appropriate to meet client needs during the TERM of this AGREEMENT.

2. CONTRACTOR will bill any entity financially responsible for all or part of the client’s health care services (third-party payers) and may retain any amounts collected as a result of such billing. However, if CONTRACTOR has been paid by COUNTY for services for which third-party payments are collected, CONTRACTOR will deduct the amounts collected from CONTRACTOR’s claim for reimbursement from COUNTY. To the extent that COUNTY reimburses CONTRACTOR for services covered and paid by a third party payer, COUNTY will recoup such reimbursement or offset it from amounts owed to CONTRACTOR.

3. CONTRACTOR will retain documentation relating to billings to and payments from third party payers, whether full or partial, and make such information available to COUNTY upon reasonable request in the manner specified by COUNTY.

E. Personal Financial Liability

1. CONTRACTOR will report all collections deducting amounts collected from the client as SSI/Rent and payments from COUNTY.

2. CONTRACTOR will comply with regulations regarding the collection of SSI/Rent as directed by COUNTY and STATE.

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F. Compensation Compensation for all authorized services are described and set forth in the Exhibit B attached herein.

1. Claims for payment will be submitted in accordance with BHSD Policies and Procedures 412-009: Residential Care Facility Contractor Claim Procedures;

2. COUNTY will pay CONTRACTOR within 45 working days after receipt of final, signed CONTRACTOR claim. COUNTY may make formatting or other necessary changes to billing forms from time to time as needed and such changes will be furnished to CONTRACTOR for billing purposes.

3. Claims will be submitted to the COUNTY Outpatient Team and will clearly state the dates for which services were delivered. Claims will be in reasonable detail that gives information regarding the services for which claim is made.

G. Maximum Financial Obligation The maximum financial obligation for the services as defined in this AGREEMENT is as stated in the Exhibit B attached herein. CONTRACTOR is not obligated to provide services for which no reimbursement will be made when the Maximum Financial Obligation has been fully exhausted. CONTRACTOR is obligated to provide services that are appropriate to clients’ needs.

H. Maintenance and Retention of Financial, Billing and Statistical Records CONTRACTOR must maintain all financial, statistical, billing, or accounting records associated with the provision of services pursuant to this AGREEMENT and all applicable exhibits that are necessary to support services provided in a manner that satisfies the requirements of all state, federal, and local laws, rules, regulations, and codes. CONTRACTOR will maintain such data in a format specified by federal, State of California and/or COUNTY.

1. CONTRACTOR must maintain such financial records for a period of seven (7) years from the termination or expiration of this AGREEMENT;

2. CONTRACTOR will allow, and will require all subcontractors to allow, the agencies listed below in subsections a) through e) access and the right to inspect or evaluate the cost, quality, appropriateness, and timeliness of services performed;

the right to audit and inspect any books, charts and records of CONTRACTOR that pertain to services performed and/or determination of the amounts payable under this AGREEMENT; and the right to have reasonable access to facilities, programs, clients, or other material or persons such officials deem necessary to monitor or audit services rendered during the TERM and, unless otherwise stated in this AGREEMENT, for a period of four (4) years after the service was provided pursuant to this AGREEMENT. Except as otherwise provided under applicable laws, such access will be provided during CONTRACTOR's normal business hours upon proper notice. (See also Section VII of this AGREEMENT (“Contracting Principles”).

a) State of California, including but not limited to, officials from the State Department of Health Care Services (DHCS);

b) any designated official of the Federal Department of Health and Human Services (DHHS);

c) the “fiscal intermediary”— agency responsible for processing Medi-Cal and/or Medicare payments;

d) the Comptroller General of the United States;

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e) any other agent or representative of the Federal, State, or local government conducting appropriate activities under this AGREEMENT.

3. For the purposes of implementing Section 1861(v)(1)(I) of the Social Security Act, as amended, and any associated regulations, CONTRACTOR will comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this AGREEMENT:

a) until the expiration of seven (7) years after the furnishing of services pursuant to this AGREEMENT, CONTRACTOR will make available to the Secretary of the United States Department of Health and Human Services ("SECRETARY"), to the Comptroller General of the United States or to any of their duly authorized representatives, upon written request, this AGREEMENT, and any books, documents, and records in CONTRACTOR’S possession that are necessary to certify the nature and extent of such costs, and;

b) if CONTRACTOR carries out any of the duties of this AGREEMENT through a subcontract with a related organization that has a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, such subcontract will contain a clause specifying that until the expiration of seven (7) years after the provision of services pursuant to such subcontract, the related organization will make available to the SECRETARY, to the Comptroller General, or to any of their duly authorized representatives, upon written request, the subcontract and any books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

I. Audits

1. The parties acknowledge that state, federal or other non-COUNTY funds, as well as

COUNTY funds, will be used to compensate CONTRACTOR and that the use and expenditure of such funds may be audited by state, federal, other non-COUNTY agencies, or COUNTY. CONTRACTOR will cooperate with such audits, by making available all data or documents reasonably requested by auditors, including any documents related to parts of CONTRACTOR's organization that are not directly involved in providing services under this AGREEMENT to the extent necessary to validate costs or allocations under this AGREEMENT.

CONTRACTOR will respond to any audit inquiries or exceptions made by such officials.

2. If CONTRACTOR was over-compensated, COUNTY will give notice to CONTRACTOR of the amount to be returned to COUNTY. COUNTY, at its election, may demand the payment of such amounts within thirty (30-) days of the date of the notice, or may use the amounts due as a credit against other amounts owed by COUNTY to CONTRACTOR for future services to be rendered.

3. CONTRACTOR will take whatever corrective action may be required to comply with applicable state, federal, non-COUNTY agency or COUNTY requirements.

4. CONTRACTOR is liable for and bears all risk and responsibility, and must reimburse COUNTY to the extent COUNTY has expended or advanced funds to CONTRACTOR for all services that are disallowed or denied at any time following any federal, state or COUNTY audit.

5. In the event that CONTRACTOR disagrees with the determinations made in any

CARE FACILITY SERVICES FOR FISCAL YEAR 20XX

Last Reviewed by County Counsel on 3/8/21 audits, CONTRACTOR may appeal according to the appeals process set forth below in Section IX, subsection I of this AGREEMENT (“Problem Resolution and Appeal Process”) or other applicable appeal process. CONTRACTOR will bear the cost of any appeal.

IX. General Provisions

A. Amendments. This agreement may only be amended by a written instrument signed by the Parties.

B. Termination

1. For Cause

a) COUNTY may terminate this AGREEMENT for cause if CONTRACTOR breaches any material term of this AGREEMENT and CONTRACTOR fails to cure such breach within the time specified by COUNTY in the notice of termination. COUNTY reserves the right to terminate immediately, without a period to cure such breach, if CONTRACTOR fails to comply with the requirements of Section V of this AGREEMENT (“Disclosure of Violations and Unusual Incidents”). The effective termination date of this AGREEMENT will be set forth in a Notice to Terminate provided to CONTRACTOR by

COUNTY.

b) “For Cause” includes, but is not limited to, the following:

i. failure to comply with any provision of this AGREEMENT;

ii. violation of any applicable federal, state or local laws, rules, regulations, and/or codes and ordinances;

iii. filing by CONTRACTOR for protection under the bankruptcy laws, or requesting a receivership;

iv. assignment of this AGREEMENT without the written consent of

BHSD;

v. failure to maintain any licensure or permit as required under this

AGREEMENT or failure to utilize licensed personnel where required by law;

vi. failure to provide services under this AGREEMENT in a satisfactory manner.

2. Termination without Cause. Either party may terminate this AGREEMENT without cause following ninety (90) days written notice to the other party, except as otherwise provided in this Agreement.

3. Upon termination of this AGREEMENT, CONTRACTOR shall participate in and make arrangements for the orderly transition of clients. CONTRACTOR may use its allocation of funding for services under this AGREEMENT during transitioning, as long as it is within the maximum financial obligation allowed under this AGREEMENT. Within (10) business days from the date on the notice of termination, CONTRACTOR must provide to the BHSD Contracts Administration Unit a list of clients who received mental health services or who were seen on a regular basis by CONTRACTOR. The information included on the list will be: name of client, recent phone number, address and/or contact information.

C. Assignment. No assignment of this Agreement or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.

D. Conflicts of Interest

CARE FACILITY SERVICES FOR FISCAL YEAR 20XX

Last Reviewed by County Counsel on 3/8/21

1. CONTRACTOR shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts;

and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this AGREEMENT and is grounds for immediate termination of this AGREEMENT by the COUNTY.

2. In accepting this AGREEMENT, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this AGREEMENT. CONTRACTOR further covenants that, in the performance of this AGREEMENT, it will not employ any contractor or person having such an interest.

CONTRACTOR, including but not limited to CONTRACTOR’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this AGREEMENT, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.

3. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this AGREEMENT, CONTRACTOR shall, upon execution of this AGREEMENT, provide the COUNTY with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to CONTRACTOR’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” (2 CCR 18701(a)(2)), as part of CONTRACTOR’s service to the COUNTY under this AGREEMENT. CONTRACTOR shall immediately notify the COUNTY of the names and email addresses of any additional individuals later assigned to provide such service to the COUNTY under this AGREEMENT in such a capacity. CONTRACTOR shall immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the AGREEMENT, end their service to the COUNTY.

4. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this AGREEMENT, CONTRACTOR shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in subsection (5) including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this AGREEMENT, annually by April 1, and within 30 days of their termination of service pursuant to this AGREEMENT.

5. Political Reform Act (Form 700 Filing) Requirement. A Consultant Applicability Analysis (CAA) Form must be completed for services provided under this AGREEMENT. If applicable, CONTRACTOR must complete a Disclosure Determination for Consultant (DDC) form to be approved by County Counsel.

CARE FACILITY SERVICES FOR FISCAL YEAR 20XX

Last Reviewed by County Counsel on 3/8/21

COUNTY shall provide a copy of the DDC Form to the COUNTY filing official, who will be responsible for eDisclosure entry and Form 700 notice to listed consultant filers. Each filer must complete and file Form 700 within 30 days of the start date under the AGREEMENT, annually, and within 30 days of leaving service under the AGREEMENT.

E. Assignment of Clayton Act or Cartwright Act Claims. CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this AGREEMENT.

F. California Public Records Act. The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information. Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor.

G. Relationship of the Parties. CONTRACTOR will perform all work and services described herein as an independent CONTRACTOR and not as an…