HD159049_Addendum_1_Sample_Contract_all_exhibits.pdf

Department of Developmental Services RFP # HD159049, Addendum 1

STANDARD AGREEMENT

STD 213 (Rev 10/03) AGREEMENT NUMBER

HD159049, Addendum 1

REGISTRATION NUMBER

1. This Agreement is entered into between the State Agency and the Contractor named below:

STATE AGENCY'S NAME

Department of Developmental Services

CONTRACTOR'S NAME

SAMPLE CONTRACT

2. The term of this

Agreement is: June 17, 2016, or upon approval through June 30, 2017

3. The maximum amount of this Agreement is: $ SAMPLE CONTRACT

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

Exhibit A – Scope of Work

2 page(s)

Exhibit B – Budget Detail and Payment Provisions 2 page(s)

Exhibit B—Attachment I (Budget) 1 page(s)

Exhibit C* – General Terms and Conditions GTC 610

Indicate Exhibits below (Attached hereto as part of this agreement):

Exhibit D -- Special Terms and Conditions 8 page(s)

Exhibit E – Consultant Services Provisions 2 page(s) X Exhibit F--Statement of Assurances for Protection of Personal Information

X Policy Memo 423 X Sexual Harassment Prevention Policy

Contractor’s proposal, including resumes, is hereby incorporated by reference and made a part of this contract.

7 page(s) 5 page(s) 8 page(s)

Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto.

These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR California Department of General Services Use Only

CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)

SAMPLE CONTRACT

BY (Authorized Signature)

DATE SIGNED(Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

ADDRESS

STATE OF CALIFORNIA

AGENCY NAME

BY (Authorized Signature)

DATE SIGNED(Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING Exempt per:

Pamela S. Robison, Chief, Customer Support Section

ADDRESS

1600 Ninth Street, Room 300, MS 3-18 Sacramento, CA 95814

RFP #: HD159049

EXHIBIT A

SCOPE OF WORK

1. Purpose

The Department of Developmental Services (DDS), Developmental Centers Division (DCD) is looking for a contractor to provide and manage a qualified Heath Information Management (HIM)/Clinical Records consultative and onsite services: one Registered Health Information Administrator (RHIA), two Registered Health Information Technicians (RHIT), and six Certified Coding Specialists (CCS’s). The purpose of this contract is to obtain HIM consultative onsite services from an experienced HIM contractor to provide HIM Professional RHIA consultation services to three state-operated Developmental Centers (DC’s), one State-Operated Community Facility (SOCF), and Developmental Centers Division. In addition, the candidate will act as a consult resource to Information Technology Division (ITD) Director, staff for Client Financial Services (CFS), Cost Recovery System (CRS), and the Document Management System (DMS) vendor(s). Consequently, the DCD RHIA will provide consultation, oversight and direction to the RHIT’s and CCS’s at all three DC’s and SOCF. One CCS will be provided from Fairview DC.

The contractor will be expected to retain specialists with experience in HIM service provision for licensed and certified facilities (i.e. Acute Skilled Nursing and Intermediate Care Facilities for Individuals with Intellectual Disability (ICF/IID).

The HIM contractor must be knowledgeable in both applicable California and Federal statutory and regulatory law and their interpretations including:

Federal Code of Regulations, Title 42 Intermediate Care Facilities for Individuals with Intellectual Disability (ICF/IID), Skilled Nursing Facilities (SNF) and General Acute Care Hospitals (GACH);

California Code of Regulations Title 22 Intermediate Care Facilities for Individuals with Intellectual Disability (ICF/IID), Skilled Nursing Facilities (SNF) and General Acute Care Hospitals (GACH);

California’s Health and Safety Code relating to ICFs/IID, SNFs and GACHs;

California’s Lanterman Act (contained in the Welfare and Institutions Code);

Federal Health Insurance Portability and Accountability Act (HIPAA) requirements;

CMS billing coding (ICD-10, CPT) documentation requirements for different levels of care.

2. Overall Contract

The HIM contractor will be responsible for the overall project management and may designate a project manager to oversee this contract and develop a work plan blueprint for services and management of the contract staff.

3. Description of Services

The HIM contractor/designated staff will be expected to:

Retain and assign skilled qualified Health Information professionals and coders;

Deploy Qualified RHIA, RHITs and certified coding specialists that meet the AHIMA Credential requirements with direct knowledge and expertise to licensed and certified facilities (Acute, SNF, ICF) for individuals with intellectual disabilities to the DCD contract facilities;

Deploy the DCD RHIA to provide guidance and consultation for the RHITs and CCS staff;

Meet the need to travel to the facilities as determined (e.g. DCD RHIA to DCs and SOCF; the RHIT at FDC goes to CS; other travel and meetings may be arranged ad hoc);

Work with DCD, ITD, DMS system contractors, DCD designated staff onsite, the DCD record repository located at FDC, and the three DCs and one SOCF;

Provide direct service guidance and consultation through observations, interaction with staff, record and system reviews, and communication at the facility and the DCD;

Work with the DDS/DCD representatives, DDS management and the DCs/SOCF;

Provide overall clinical record management advice to the Executive Director, the Medical Director, Medical Staff committees and management staff at the DCs/SOCF and DCD;

Support and enhance the facilities’ attendance to compliance with nationally-accepted practices and services of Health Information Management;

Demonstrate experience in developing, reviewing, maintaining, evaluating and providing guidance to refine the Clinical Record system to address regulatory compliance;

The HIM contractor will be asked to provide one RHIA, two RHITs and six Certified Coders as specified below:

● RHIA: operating out of the DCD in headquarters while providing services as needed at each of the DCs and provide oversight/consultation to the RHITs and CCS.

● RHITs: at Fairview Developmental Center (FDC)/with support to Canyon Springs

Community Facility (CS) and Sonoma Developmental Center (SDC) – providing consultative and supportive services.

● Certified Coding Specialist: FDC (2); PDC (2); and SDC (2) – providing review, advice and assisting the current staff with coding and documentation requirement.

● Individuals assigned to a designated facility or location shall reside within 30 miles of said facility or location.

4. Background

The DDS provides treatment services to individuals who reside in licensed, state-operated developmental centers, and one community facility. The three DCs provide services to consumers who function in the mild to profound range of intellectual disability with varying degrees of medical, physical, sensory, behavioral and/or mental health challenges. The number of consumers in each facility varies from facility to facility with a range of approximately 225 to 400 consumers. The SOCF provides services to an average of 52 consumers with mild to moderate levels of intellectual disability, typically with mental health challenges and some with forensic histories.

EXHIBIT B

PROPOSED BUDGET AND PAYMENT PROVISIONS

1. Payment Provisions

a. Upon submission of an invoice stating the services provided, the time period covered, and the contract number, Contractor shall be paid in arrears for services performed in a manner acceptable to the State. Payments shall be made after receipt of notification from the Project Representative that acceptable work has been performed by Contractor for a given month. Invoices shall be sent to the State no more often than monthly.

b. Payments to Contractor, as specified herein, shall include all taxes, federal, state, and local, payable by Contractor by reason of this contract.

Submit invoices to:

Department of Developmental Services Attn: Accounting Section 1600 Ninth Street, Room 300, MS 3-7 Sacramento, CA 95814

2. Budget Contingency Clause

a. It is mutually agreed that if the Budget Act of the current fiscal year and/or any sub-sequent fiscal years covered under this Agreement does not appropriate sufficient funds for this program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State or offer an amendment to Contractor to reflect the reduced amount.

3. Contract Budget Changes

If this Agreement contains a budget, all proposed transfers between individual line items, and additions or deletions of line items shall be requested in writing to the appropriate Project representative. Such requests shall contain an explanation of the need for the change, identification of the line items to be changed, and a revised budget. The State reserves the right to deny any request for line item transfers, additions, or deletions.

4. Budget Provisions

All direct and indirect costs are to be included in the hourly rates. Indirect costs are expenses to be incurred in the contractor’s normal course of business during the life of the contract. The indirect cost is the pro rata share of such costs as accounting services, utilities, rent, equipment depreciation, overall technical supervision, etc.

5. Period of Performance

The term of this Agreement begins on the date as indicated on the Standard Agreement

(STD 213) through twelve (12) months from the time DDS executes the contract, with the option for the State to extend the term for up to two (2) one-year options to renew at the on-going rates specified in Attachment 3, Cost Sheet. The period of performance must be changed by a written Amendment to the Agreement, if the department exercises its option to extend services. The DDS reserves the right to extend this contract for time or money.

EXHIBIT B—ATTACHMENT I

1. PROPOSED BUDGET

CONTRACTOR’S SUBMITTED BUDGET WILL BE INSERTED HERE

The contract term shall have an initial term of one (1) year. It shall be renewable for up to two (2) additional one-year renewal periods. Annual renewal shall be contingent upon the Department of

Developmental Service’s satisfaction with the services performed and the overall performance of the Contractor.

Pricing is guaranteed for the initial contract period. Following that guarantee period, any request for price adjustment must be for at least one (1) year and must be made at least 90 days prior to the effective date.

Request for price adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the contract will not be effective unless approved by the Department of

Developmental Services.

The State reserves the right to extend the term or amend this contract.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. 1. Termination for Convenience

The State may terminate performance of work under this Agreement for any reason the State determines that such termination is in the best interests of the State. A written notice will be provided to Contractor at least thirty (30) days prior to the termination.

2. Contractor Overpayments

If it is determined that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) requesting in writing that Contractor refund the overpayment amount within thirty (30) days after receipt of notice; or

(b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment is not received within thirty (30) days from the date of notice.

3. Accounting Requirements

Contractor shall establish an accounting system using generally accepted accounting principles that will provide information for reports to the State and which will provide documentation for the fiscal activities of the organization related to this Agreement. The accounting system must include adequate cost accounting procedures that will provide accurate costing for contractual amendments, and for any other costs incurred which relate to payment claimed by Contractor.

4. Service Standards

Contractor agrees to comply with all state and federal laws and regulations which are applicable to the services to be provided under this Agreement. In the course of providing such services, Contractor agrees to treat all people with developmental disabilities in a manner that assures their safety, health, rights, dignity, and privacy as specified in, Welfare and Institutions Code, Section 4500; California Code of Regulations, Title 17, Subchapters 5 and 8 and Title 22, Code of Regulations, Sections 70707, 72527, and 76525.

5. Agreement Titles Statement

The clause headings appearing in this agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope of intent of the clauses to which they pertain.

6. Limitation of State Liability

The liability of the State under this Agreement shall not exceed the amount of funds appropriated for this Agreement by the California Legislature.

7. Licenses

Contractor shall be responsible for obtaining and maintaining all applicable federal, state and local licenses, registrations, permits, and certifications during the entire term of this Agreement.

8. Additional Non-Discrimination Clause (Supplements Article 10, Exhibit C, General Terms and Conditions)

In accordance with and in addition to Article 10 of the Standard Terms and Conditions, Exhibit C, the Department requires all contractors to comply with DDS’ policy on sexual harassment. This policy is attached. The contractor is responsible for reviewing it with all applicable employees and requiring their strict adherence to this policy.

9. Insurance

Contractor shall have and maintain throughout the entire term of this Agreement or any extension thereof insurance appropriate to the work to be performed, providing coverage during any performance by the Contractor under this Agreement. This insurance shall be for general liability and/or professional liability and/or any other form as may be proper in the industry in which the Contractor is performing under this Agreement.

Contractor agrees that the liability insurance herein provided for shall be in effect at all times during the term of this Agreement. If insurance coverage expires at any time during the term of this Agreement, Contractor agrees to provide, at least thirty (30) days before said expiration date, a new Certificate of Insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the Agreement or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of the Department of General Services, and Contractor agrees that no work or services shall be performed prior to such approval. The State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event.

If the contract requires work of a professional nature, then Contractor agrees to maintain such types and amounts of professional liability or responsibility insurance as are customary in the industry for the work being performed under the terms of the Agreement. In no case shall the amount of the insurance be less than $1,000,000 for any one occurrence and $3,000,000 in the aggregate.

Contractor shall furnish to the State Certificates of Insurance stating that each type and amount of insurance, as set forth above, is presently in effect for Contractor. The Certificate of Insurance must provide that the State of California, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed for the State of California under the Agreement.

10. Subcontracting

Contractor shall not enter into subcontracts for the performance of work under this Agreement, without the prior written approval of the State.

11. Performance and Evaluation Provisions Approval of Performance

a. Performance of this Agreement by Contractor shall be approved by the Project Representative. Monthly payment for performance is conditioned upon the Project Representative’s determination of whether Contractor has provided satisfactory services in accordance with the terms and conditions of the Agreement.

b. When services by Contractor are not satisfactorily provided in accordance with the terms and conditions of the Agreement, the Project Representative, may withhold monthly payments until the matter is resolved to the satisfaction of the State.

12. Resolution of Agreement Disputes

a. Should any questions or conflicts arise regarding the interpretation or performance of the Agreement, an attempt shall be made by the Contractor and the Project Representative, responsible for the Agreement, to discuss and resolve the matter.

b. If resolution is not reached, the Contractor shall notify the Deputy Director of Administration (DDA) in writing of the dispute within fifteen (15) days of the discussion between the Contractor and the Project Representative.

c. Any dispute concerning interpretation or performance of this Agreement shall be decided by the Officer who shall state the factual basis for his/her decision in writing and shall serve a copy of the decision on the Contractor. The DDA decision shall be rendered within thirty (30) days of receipt of a dispute submitted by the Contractor.

d. In the event the State terminates this Agreement the State may procure, upon such terms and such manner as the Project Representative may deem appropriate, supplies or services similar to those terminated, the Contractor shall be liable to the State for any excess costs reasonably incurred for such supplies or services similar to those terminated. In the event of a termination for default, Contractor shall be paid at the rate specified in the Agreement for the period of satisfactory performance prior to the effective date of cessation of work as provided in the notice of termination.

13. Notice of Termination of Agreement

a. If the State terminates this Agreement for any reason, it may fix a date for the cessation of Contractor’s performance under the terms of this Agreement. The State shall notify Contractor in writing of its decision to terminate the Agreement. The termination notice shall contain the date upon which the Contractor shall cease performance under the terms of this Agreement. During the period between the Notice of Termination and the date fixed for cessation of performance, Contractor agrees to continue to satisfactorily perform all of the terms and provisions of this Agreement. In addition Contractor agrees to cooperate with the State and any successor Contractor during this “transition” period.

b. The State may extend the date specified in any notice of termination or any subsequent extension thereof to any date in the future and Contractor agrees to continue to satisfactorily perform the terms and conditions of this Agreement until the new date.

Contractor shall be paid at the same rate provided in the Agreement for the extension period for all services which are satisfactorily performed.

14. Procedures for Termination of Agreement

Upon receipt of a notice of termination Contractor shall take such steps as are reasonably necessary to prepare to terminate its operations on the date specified in the notice of termination or any extension thereof.

15. Waiver of Breach

No waiver of any breach of this Agreement shall be held as a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, in addition to every other remedy provided therein or by law. The failure of the State to enforce at any time any of the provisions of this agreement or to require at any time performance by Contractor of any of the provisions thereof, shall in no way be construed to be a waiver of such provisions nor in any way affect the validity of this agreement or any part thereof or the right of the State to thereafter enforce each and every provision.

16. Contractor Resource Levels, Reporting Requirements, Standards

a. Contractor shall meet all the contractual requirements listed herein. Contractor shall provide all labor, materials, supplies, and equipment necessary to perform fully, all responsibilities required by this Agreement in accordance with the Project Representative’s directions.

b. Contractor shall provide the Project Representative, upon request, coinciding with the submittal of an invoice for services, a written report showing:

1) All assigned work areas;

2) Individuals working within each area;

3) The number of hours worked by each individual on a daily basis throughout the month;

4) Listing of all terminations and new hires during the month, including any information on individuals with developmental disabilities interviewed and/or hired;

5) Any other information requested, as necessary, by the Project Representative in order to assess Contractor’s performance.

c. Contractor further agrees that its performance of work, services, materials, equipment, and supplies under this Agreement shall conform to the professional standards generally accepted in the relevant industry.

17. Cooperation with the State, Other Contractors

a. Services provided under this contract shall be performed by Contractor in a manner that will not disrupt the operational needs of the State;

b. Contractor shall cooperate and coordinate with the Department of Developmental Services and the developmental center administration in performing all work;

c. Contractor shall cooperate with other state contractors who may be engaged in the same or related contracts. Contractor shall also cooperate with a successor Contractor.

18. Loss Liability

The State is not responsible for Contractor’s losses on State property, or otherwise, caused by any reason.

19. Protection of State Property

a. All buildings, appurtenances, and furnishings shall be protected by Contractor from damage caused by work performed under this Agreement;

b. Such damages to the foregoing, upon approval by the State, shall be repaired and/or replaced at Contractor’s expense by State approved methods, so as to restore the damaged areas to their original condition;

c. Contractor shall ensure that its employees will exercise all necessary caution to avoid any injury to persons or any damage to property;

d. Contractor shall adhere to the Department’s policies, i.e., policy on identification badges and policy regarding keys.

20. Contractor Responsibilities for Employees

a. Except for approved subcontractors, all personnel shall be direct employees of Contractor. Contractor shall pay all salaries, taxes, and fringe benefits of its personnel, including, but not limited to, Workers’ Compensation and Unemployment Insurance, as well as costs incurred for physical examinations and fingerprinting required by the terms of this Agreement. Contractor expressly agrees that it is responsible for the acts or omissions of its employees or their agents. Contractor, at its own expense, shall immediately upon notification by the State, remove any of its employees from providing any services under the terms of this Agreement and shall not return said employee to work until notified in writing by the State. Contractor shall assure that said employee is not physically present at this facility or any other facility covered by the terms of this Agreement until notified in writing by the State that said employee may return to work.

The State shall not be the employer of any such personnel;

b. Should the State or Contractor discover that any employee of Contractor does not meet the standards as set forth above, Contractor agrees at its own expense to immediately relieve the individual of further duties and involvement with the Agreement and assure that they are not physically present at any developmental center;

c. Should any Contractor employee engage in any act detrimental to the Department’s mission of providing care and protection to its residents, any act of injury or abuse to persons or property, or any act of theft or drug abuse, Contractor agrees that it shall be liable for the acts or omissions of its employees or their agents. Contractor agrees to immediately relieve the individual of further duties and involvement with the Agreement and assure that they are not physically present at any developmental center.

21. Management Responsibilities

a. During the course of this Agreement, the Department reserves the right to approve, in advance, in writing any changes to be made by Contractor as to the individuals identified as managers and supervisors. The Department’s review and approval will be made by the Project Representative to ensure that individuals replacing key personnel shall have comparable technical knowledge, experience, and qualifications in scope, breadth, and depth to those originally accepted as part of Contractor’s bid proposal;

b. The review and approval will also be made to better ensure that individuals replacing staff in these key positions shall have the ability to develop cooperative and constructive working relationships with staff and clients in the performance of their duties.

Departmental approval shall not be unreasonably withheld;

c. Contractor shall make every effort to assure continuity of on-site management staff.

22. Health and Safety Responsibilities

a. Contractor is responsible for the health and safety protection of its employees in the performance of this Agreement;

b. Contractor shall comply with applicable laws relating to safety, including, but not limited to, the regulations of the Division of Occupational Safety and Health, and the State of California Department of Industrial Relations. Contractor’s personnel shall exercise precautions at all times for the protection of persons and property;

c. In order to protect the health of the developmental center residents, Contractor shall require and be responsible for assuring that all personnel employed to work in the developmental centers undergo a pre-employment and annual health examination prescribed by California Code of Regulations, Title 22, and Section 72535 (a) and (b) testing for Hepatitis B antigen and tuberculosis;

d. Employees with signs or symptoms of, or known, infectious disease shall not be permitted to work until a physician’s clearance is obtained;

e. Contractor shall maintain a health record for each employee which includes reports of all employment-related health examinations. Such records shall be kept for a minimum of three (3) years following termination of employment;

f. Contractor shall be responsible for all costs incurred for health examinations, blood tests, and x-rays for Contractor’s employees;

g. Contractor’s employees shall participate in emergency disaster exercises.

23. Weapons

Contractor expressly agrees that it will not permit any of its employees or subcontractors to carry any weapons onto state property. Contractor further expressly agrees that it will be solely responsible for any acts of its employees while on state property. Contractor also states that it has read Penal Code, Section 171b and understands that it prohibits the carrying of weapons on state property.

24. Federal Health Care Programs Exclusion Certification

Contractor hereby certifies that Contractor, Contractor’s employees, and/or subcontractors providing services under this Agreement have not been excluded from participating in federally funded health care programs (www.oig.hhs.gov). Contractor understands and agrees that should any such exclusion occur during the term of this Agreement, Contractor shall report it to the facility Director in writing within five (5) days from the date of the exclusion or the time Contractor learns of the exclusion. In addition, Contractor understands and agrees that payment shall not be made for any services provided during the period of exclusion, or if payment has already been made, Contractor will be required to reimburse the facility the full payment.

25. Client Confidentiality

All information and records regarding any client obtained in the course of providing services under this Agreement shall be confidential in accordance with Welfare and Institutions Code, Sections 5328 and 4514, et seq.

26. Software Certification

Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of Copyright laws.

27. Professional Responsibility

In accordance with the California Code of Regulations, Title 22, Division 5, Section 70713, Contractor is hereby notified the facility retains all professional and administrative responsibility for services rendered under this Agreement. In addition, Sections 70713, 76507, and 72511 require that when acting as a consultant, Contractor shall apprise the facility Administrator of recommendations, plans for implementation, and continuing assessment through dated and signed reports, which shall be retained by the Administrator for follow-up action and evaluation of performance.

28. Safety and Security

In order to insure the safety of the clients and employees, and the safekeeping of Contractor’s property, Contractor’s vehicle(s) must be locked at all times while on the grounds of the facility.

29. Contractor and/or Employees’ Background Clearance

The services provided under this Agreement are determined by the Executive Director of this facility to be subject to our Department’s Policy Memorandum #423, entitled, “Employment Practices within State Developmental Centers,” which is incorporated by reference as a part of this Agreement, and a copy provided to Contractor. In the event of any changes to Policy Memorandum #423 during the term of this Agreement, the Contractor shall be provided an updated copy. Contractor expressly agrees to adhere to all of the terms and conditions of said policy as it may be amended from time to time, prior to employing individuals who will provide services under this Agreement. Contractor shall bear all costs associated with obtaining clearance for each said employee in order to comply with this policy. The clearance will consist of, but not be limited to the Department of Developmental Services contacting the appropriate local, state, and federal arresting agencies and courts to obtain disposition documents as deemed necessary by the Department of Developmental Services.

EXHIBIT E

CONSULTANT SERVICES PROVISIONS

1. Resumes

If this Agreement is for $5,000 or more, a resume for each participant who will exercise a major role in the project is attached hereto and made a part of this Agreement. Prior approval by the DDS Project Representative is required before any changes in personnel can be made to this project (SCM, Section 3.02.1, A.1.).

2. Financial Disclosure

Contractor understands that a financial disclosure statement may be required to be filed depending on the nature of the Agreement. Title 2, California Code of Regulations, Section 18701(C) (2), defines the term “consultant,” and the type of consultant services which make a state consultant either subject to, or exempt from, the financial disclosure requirements of the Political Reform Act of 1974, Government Code, Section 87100, et seq. If a financial disclosure statement is required, as determined by the State, you will be obligated to file a statement of economic interest as described in the California Code of Regulations, Section 50300.

3. Progress Reports

If Contractor is receiving progress payments for the services provided under this Agreement, a monthly progress report shall be required to be submitted in writing to the DDS Project Representative each month on or before the tenth of the month following the first month of this Agreement. Said progress reports shall include, but are not limited to, a statement that Contractor is or is not on schedule, any pertinent reports or interim findings, and identify any difficulties or special problems so that remedies can be developed as soon as possible (SCM 3.02.1, B.2.).

4. Product Requirements

If this Agreement exceeds $5,000, any document or written report prepared as the subject or product of this Agreement shall be required to contain in a separate section the Agreement number and dollar amount of the Agreement and any subcontracts relating to the preparation of such document (Government Code, Section 7550).

5. Product Ownership

Contractor understands and agrees that all products, including but not limited to, data collected and analyzed, and written reports produced under this Agreement are the property of the State. The only exception will be products developed by Contractor and copyrighted prior to Contractor’s work on this Agreement. Contractor cannot make reproduction of the Agreement products without the express written approval by the DDS Project Representative.

6. Contractor Evaluation

Contractor is advised that performance under this Agreement is required to be evaluated within sixty (60) days of completion of the services if the Agreement is for $5,000 or more (Public Contract Code, Section 10369).

EXHIBIT F

Statement of Assurances for Protection of Personal Information

Health Insurance Portability and Accountability Act (HIPAA) Health Information Technology for Economic and Clinical Health (HITECH)

State Administrative Manual (SAM)

1. Background

The Health Insurance Portability and Accountability Act of 1996 (hereinafter HIPAA) Privacy and Security Regulations (45 C.F.R. Subpart A, Subchapter C, Part 164, Subpart E) establish standards to protect the security and privacy of individually identifiable health information created, maintained, or transmitted for the purpose of providing or paying for health care. Under this regulation, it is necessary that the State establish written agreements with contractors who create, receive, maintain or transmit individually identifiable health information on behalf of the State to assure that said contractors will safeguard such information in accordance with the requirements of the 45 C.F.R. Subpart A, Subchapter C, Part 164, Subpart C and Subpart E.

The Health Information Technology for Economic and Clinical Health Act, (Public Law 111-005, 42 U.S.C. Section 17921 et seq.,) (hereinafter HITECH), a part of the American Recovery and Reinvestment Act of 2009 (ARRA) includes broad new requirements for privacy and security that impact HIPAA covered entities and business associates.

The State Administrative Manual (hereinafter SAM) sections 5300.3 through 5345.2 require the State to classify data and to maintain the integrity and security of its automated information. SAM Section 5310 requires that State agencies establish agreements with non-state entities to establish appropriate policies and procedures for preserving the integrity and security of automated files and data bases. This includes the identification of appropriate levels of confidentiality based on data classification. Policy for data classification is in SAM section 5320.5 and defines confidential, sensitive and personal information. Under this policy, personal information includes protected health information and individually identifiable health information transmitted by or maintained in electronic media.

2. Contract Practices

For purposes of this Agreement, Contractor agrees to carry out the requirements set forth by the HIPAA Security and Privacy Regulations for business associates as well as the requirements set forth by HITECH and the SAM.

The contractor acknowledges the application of security and provisions and the application of civil and criminal penalties shall apply to a business associate of a covered entity (42 USC §17931 (HITECH § 13401) and 42 USC § 17934 (HITECH § 13404)).

The following portions of HITECH override HIPAA privacy and security regulations, became effective on February 18, 2010, and shall be agreed to be the Contractor:

Covered Entities will be responsible to follow the restrictions on certain disclosures and sales of health information; responsible for the accounting of certain protected health information disclosures and be required to provide certain information in electronic format if available. Covered entities must comply with an individuals request to restrict disclosure of personal health information to a health plan provider if the provider has been paid out of pocket in full. Covered entities will be in compliance with Minimum Necessary sections of the HIPAA Privacy Regulations (164.502(b)(1)) if they limit disclosures to the Limited Data Set. Individuals have a right to receive an electronic copy of their Protected Health Information (PHI) from a Covered Entity if it is maintained in an electronic health record. 42 USC § 17935 (HITECH §13405)

Communications (by a covered entity or a business associate) that encourage purchasing a product or service are excluded from the HIPAA definition of Health Care Operations, with certain exceptions. 42

USC § 17936 (HITECH § 13406)

Persons or organizations, collectively referred to as “covered entities,” may be subject to civil money penalties and criminal penalties for violations of HIPAA rules. Health and Human Services (HHS) enforces the civil money penalties under section 1176 of the Act, and the U.S. Department of Justice enforces the criminal penalties under section 1177 of the Act. Section 1177(a) of the Social Security Act (42 U.S.C. 1320d-6(a)) is amended by adding at the end the following new sentence: "For purposes of the previous sentence, a person (including an employee or other individual) shall be considered to have obtained or disclosed individually identifiable health information in violation of this part if the information is maintained by a covered entity (as defined in the HIPAA privacy regulation described in section 1180(b)(3)) and the individual obtained or disclosed such information without authorization.". 42 USC § 1320d-6 (HITECH § 13409)

All information and records obtained in the course of providing intake, assessment and services to persons with developmental disabilities shall be confidential (California Welfare and Institutions Code sections 4514 and 5328)

3. Definitions

The following definitions shall apply to the terms used in this Agreement:

Personal Information is information that identifies or describes an individual including, but not limited to, the following:

A. Notice-triggering personal information, defined as specific items or personal information (name plus Social Security Number, driver's license/California identification card number, or financial account number) that may trigger a requirement to notify individuals if an unauthorized person acquires it. [Civil Code Sections 1798.29 and 1798.3];

B. Protected Health Information defined as individually identifiable information created, received, or maintained by such organizations as health care payers, health care providers, health plans, and contractors to these entities, in electronic or physical form. [Confidentiality of Medical Information Act, Civil Code Section 56 et seq.]; [Patients' Access to Health Records Act, Health and Safety Code Sections 123100-123149.5]; [Health Insurance Portability and Accountability Act, 45 C.F.R. parts 160 and 164];

C. Electronic Health Information, defined as individually identifiable health information transmitted by electronic media or maintained in electronic media. [Health Insurance Portability and Accountability Act, 45 C.F.R. parts 160 and 164].

Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 C.F.R Part 160 and Part 164 of the implementing regulations HIPAA and those terms in

SAM.

4. Uses and Disclosures of Personal Information

Except as otherwise provided in this Agreement, Contractor may use or disclose personal information to perform functions, activities or services for, or on behalf of, the State as specified in the contract, provided that such use or disclosure does not violate the HIPAA Security and Privacy Regulations if done by the State or the minimum necessary policies and procedures of the State or the minimum necessary policies and procedures of the state. [45 C.F.R. §164.504(e)(2)(i)]

Except as otherwise limited in this Agreement, Contractor may disclose personal information for the proper management and administration of the Contractor provided that disclosures are required by law, or Contractor obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor of any instances of which it is aware in which the confidentiality of the information has been breached. [45 C.F.R. §164.504(e)(4)]

Contractor may use personal information to report violations of law to the appropriate federal and state authorities consistent with 45 C.F.R. §164.502(j).

5. Further Disclosure of Personal Information

Contractor shall not use or further disclose personal information other than as permitted or required by this Agreement, or as required by law. [45 C.F.R. §164.504(e)(2)(ii)(A)]

6. Safeguarding Personal Information

Contractor shall use appropriate safeguards to prevent use or disclosure of personal information other than as provided for by this Agreement. [45 C.F.R. §164.504(e)(2)(ii)(B)]

Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic personal information it creates, receives, maintains, or transmits in an electronic format on behalf of the State. [45 C.F.R.

§164.314(a)(2)(i)(A)]

Contractor shall ensure appropriate levels of confidentiality for the data based on data classification.

[SAM 5320.5]

Contractor shall require that if a data file is downloaded to a mobile device or desktop computer from another computer system, the specifications for information integrity and security which have been established for the original data file must be applied in the new environment. [SAM 5310]

Contractor shall require encryption of State data that is confidential, sensitive, and personal when it is stored or transmitted using portable computing devices (including, but not limited to, laptops and notebook computers) and/or portable electronic storage media. [SAM 5310]

Contractor shall apply security patches and upgrades, and keep virus software up-to-date on all systems on which data may be used. [SAM 5310]

Contractor shall comply, as appropriate, with all Department of Developmental Services Information Security Policies supplied to them by DDS. [SAM 5310]

7. Uses and Disclosures of Personal Information Not Provided for by this Agreement

Contractor shall report to the State any use, disclosure, or security incident involving personal information of which it becomes aware that is not provided for by this Agreement. [45 C.F.R.

§164.504(e)(2)(ii)(C)]; [45 C.F.R. §164.314(a)(2)(i)(C)]; and [SAM 5310]

Contractor shall mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of personal information by the contractor in violation of the requirements of this

Agreement. [45 C.F.R. §164.530(f)]

8. Agents and Subcontractors

Contractor shall ensure that any agent, including a subcontractor, to whom the Contractor provides personal information received from, or created or received by the Contractor on behalf of the State, agrees to the same restrictions and conditions that apply through this Agreement to the Contractor with respect to such information. [45 C.F.R. §164.504(e)(2)(ii)(D)]

Contractor shall ensure that any agent, including a subcontractor, to whom it provides personal information received from, or created or received by the Contractor on behalf of the State in electronic format, agrees to implement reasonable and appropriate safeguards to protect the electronic personal information. [45 C.F.R. §164.314(a)(2)(i)(B)]

9. Access to Personal Information

Contractor shall provide access, at the request of the State, and in the time and manner designated by the State, to personal information in a designated record set to the State or, as directed by the State, to an Individual in order to meet the requirements of 45 C.F.R. §164.524. [45 C.F.R.

§164.504(e)(2)(ii)(E)]

10. Amendments to the Designated Record Sets

Contractor shall make any amendment(s) to personal information in a designated record set that the

State directs or agrees to pursuant to 45 C.F.R. §164.526 at the request of the State or an individual, and in the time and manner designated by the State. [45 C.F.R. §164.504(e)(2)(ii)(F)]

11. Documentation and Accounting of Disclosures

Contractor shall document disclosures of personal information and information related to such disclosures as would be required for the State to respond to a request by an Individual for an accounting of disclosures of personal information in accordance with 45 C.F.R. §164.528. [45 C.F.R., §164.504(e)(2)(ii)(G)]

Contractor shall provide to the State or an Individual, in the time and manner designated by the State, information collected in accordance with 45 C.F.R. §164.528, to permit the State to respond to a request by the Individual for an accounting of disclosures of personal information in accordance with

45 C.F.R. §164.528. [45 C.F.R. §164.504(e)(2)(ii)(G)]

12. Records Available to the State and Secretary

Contractor shall make its internal practices, books and records relating to the use and disclosure of personal information received from the State, or created or received by the Contractor on behalf of the State, available to the State or to the Secretary of the United States Department of Health and Human Services for purposes of investigating or auditing the State’s compliance with the HIPAA privacy requirements, in the time and manner designated by the State or the Secretary. [45 C.F.R.

§164.504(e)(ii)(2)(H)]

13. Personnel Designation

Contractor shall designate a compliance official to be responsible for developing and implementing procedures necessary to carry out the contractor’s obligations under this agreement.

Contractor shall designate an official to provide a signed confidentiality statement. [SAM 5310]

14. Term and Termination

A. Term

The Term of this Agreement shall terminate when all of the personal information provided by the State to the Contractor, or created or received by the Contractor on behalf of the State, is destroyed or returned to the State. [45 C.F.R.§164.505(e)(2)(iii)]; [45 C.F.R. §164.314(a)(2)(i)(D)]

B. Termination for Cause

Upon the State’s knowledge of a pattern of activity or practice by the Contractor that constitutes a violation of this Agreement by the Contractor, State shall either: (1) take reasonable steps to provide an opportunity for the Contractor to end the violation, and shall terminate this Agreement if Contractor does not end the violation within the time specified by the State; (2) immediately terminate this Agreement if Contractor has breached a material term of this Agreement and cure is not possible; or

(3) report the violation to the Secretary if such cure is not possible.

C. Effect of Termination

Upon termination of this contract for any reason, Contractor shall return or destroy all personal information received from the State, or created or received by the Contractor on behalf of the State.

This provision shall apply to personal information in possession of subcontractors or agents of the Contractor. Contractor, its agents or subcontractors shall retain no copies of the personal information.

In the event Contractor determines that returning or destroying the personal information is not feasible, the Contractor shall provide the State notification of the conditions that make return or destruction not feasible. If the State agrees that the return of the personal information is not feasible, the Contractor shall extend the protections of this Agreement to such personal information and limit further use and disclosures of such personal information to those purposes that make the return or destruction infeasible, for so long as the Contractor, or any of its agents or subcontractors, maintains such personal information. [45 C.F.R. §164.504(e)(2)(ii)(I)]

15. Miscellaneous

A reference in this Agreement to the Privacy and/or Security Regulation means as in effect or as amended.

The parties agree to take such action as is necessary to amend this Agreement from time to time as necessary for the State to comply with the requirements of the HIPAA Security and Privacy Regulations and with the requirement of SAM.

The respective rights and obligations of the Contractor under 14, Term and Termination, of this agreement, shall survive the termination of this Agreement.

Any ambiguity in this Agreement shall be resolved to permit the State to comply with the HIPAA Security and Privacy Regulations and with the requirements of SAM.

References:

United States Department of Health and Human Services, Office for Civil Rights, Medical Privacy - National Standards to Protect the Privacy of Personal Health Information http://hhs.gov/ocr/hipaa

United States Department of Health and Human Services, Centers for Medicare and Medicaid Services – Security Standards http://www.cms.hhs.gov/SecurityStandard/

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