HomeMy WebLinkAbout2010-122RESOLUTION NO. 2010-122
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE CITY OF SAN BERNARDINO TO ENTER
INTO A NEW STANDARD AGREEMENT WITH THE DEPARTMENT OF MENTAL
HEALTH-PATTON STATE HOSPITAL.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City of San Bernardino and the Department of Mental Health-Patton
State Hospital wish to enter into a new standard agreement for emergency medical services
reimbursement to the City of San Bernardino;
SECTION 2. The City Manager or his designee is hereby authorized and directed to
execute said agreement, a copy of which is attached and incorporated herein as Attachment A;
SECTION 3. The term of the Standard Agreement is from July 1, 2010 through June
30, 2012;
SECTION 4. The authorization to execute the above referenced Agreement is
rescinded if it is not executed within one hundred twenty (120) days of the passage of this
resolution.
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211
2010-122
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE CITY OF 5AN BERNARDINO TO ENTER
INTO A NEW STANDARD AGREEMENT WITH THE DEPARTMENT OF MENTAL
HEALTH-PATTON STATE HOSPITAL.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a J ~; nc rpg„ ~ armeeting thereof,
held on the 17th day of May , 2010, by the following vote, to wit:
COUNCIL MEMBERS: AYE5 NAYS ABSTAIN ABSENT
MARQUEZ x
DESJARDINS x
BRINKER x
SHORETT x
KELLEY x
JOHNSON x
x
MCCAMMACK
Rachel G. Clark, City Clerk
City of San Bernardino
The foregoing Resolution is hereby approved this day of tray , 2010.
atri c .Moms,
San Bernardino
Approved as to form:
JAMES F. PENMAN, City Attorney
By:
2
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' STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev 06/03) Pending Budget Approval
1. This Agreement is entered into between the
AGREEMENT NUMBER
10-30099
REGISTRATION NUMBER
Agency and the Contractor named below
California Department of Mental Health -Patton State Hospital
CONTRACTOR'S NAME
Cit of San Bernardino Fire De rtment
2. The term of this July 1, 2010, or upon PSH approval (whichever occurs later), through June 30, 2012
Agreement is:
3. The maximum amount $49,999.99
of this Agreement is: (Forty Nine Thousand, Nine Hundred Ninety Nine Dollars and Ninety Nine Cents)
4. The parties agree to comply with the terms and conditions of the following exhlbrts wnlcn are by mis reference rneuc a
part of the Agreement.
Exhibd A-Scope of Work
Exhibit B -Budget Detail and Payment Provisions
Exhibd C -General Terms and Conditions
Check mark one item below as Exhibit D:
® Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) 5 pages
^ Exhibd - D* Special Terms and Conditions
Exhibit E -Confidentiality and Information Security Provisions
Exhibit F -Insurance Requirements
3 pages
1 page
3 pages
5 pages
N/A
Items shown wdh an Asterisk ('), are hereby incorporated by reference and made pert of this agreement as if attached hereto.
These documents can be viewed at www.o/s.dgs.ca.gov/Standard+[_anguage
IN WITNESS WHEREOF, this Agreement has been executed by the partles hereto.
CONTRACTOR
CONTRACTOR'S NAME (iiother than an individual, were whether a corporation, partnership, etc) I
City of San,Bernardino Fire Department
200 E. Third Street
San Bernardino, CA 92410
STATE OF CALIFORNIA J
California Department of Mental Health -Patton State Hospital
BY (Aufhod Sig arure) r I D.
Octavio C. Luna, Executive Director
Use Only
®Ezempt per: SCM ,tA.04.5.b
ADDRESS
3102 East Highland Avenue
Patton, CA 92369-0999
Approved as to Form
James F. Penman, City Attorney
By. ~ J ~ ATTACHMENT A
zoto-t2z
California Department of Mental Health City of San Bernardino Fire Department
Patton State Hospital Agreement Number. 10-30099
Page 1 of 3
SCOPE OF WORK
EXHIBIT A
Important Disclaimer: This contract shall be of no force or effect pending signature by both parties (State
Agency and Contractor). The Contractor is not to begin work until a wntract has been made, all approvals
have been obtained, and the contract has been fully executed. Should work begin before all approvals are
obtained, services will be considered voluntary.
1. City of San Bernardino fire Department, hereafter referred to as the Contractor, agrees to provide to Patton
State Hospital (PSH) paramedic and Emergency Medical Technician (EMT-1) services.
2. The services shall be performed for Patton State HospRal, 3102 E. Highland Avenue, Patton, CA 92369.
3. The Contractor's professional, technical, and administrative personnel shall provide the necessary covered
services (on-call), twenty-four (24) hours per day, seven (7) days per week
4. The project representative during the term of this agreement will be:
State Agency: Patton State Hospital
Name: Darryl Brown MSA
Phone: (909)425-7960
Fax: (909)425-6589
Direct All Inquiries To:
State Agency: Patton State Hospital
SectioNUnit Contracts Office
Attention: Annette Calderon
3102 E. Highland Avenue
Address: Patton, CA 92369
Phone: (909)425-6888
Fax: (909)425-6243
City of San Bernardino
Contractor: Fire Department
Name: Bernie Horak
Phone: (909)384-5530
Fax: (909) 384-5281
City of San Bernardino
Contractor: Fire Department
Section/Unit: EMS Coordinator
Attention: Bernie Horak
200 E. Third Street
Address: San Bernardino CA 92410
Phone: (909)384-5530
Fax: (909)384-5281
5. Contractor shall supply all personnel, labor, tools, supplies, materials, equipment, licenses, permits, insurance,
and a properly equipped service vehicle to provide paramedic and EMT-1 services, on as-needed basis.
A. Contractor shall assist the PSH Medical Staff in providing the highest quality of medical care reasonable
and consistent with available resources.
B. Contractor shall assure that evaluations and documentation meet the requirements and standards set by
Licensing (Title 22) and Joint Commission on Accred'Ration of Health care Organizations (Joint
Commission) or American Osteopathic Association (AOA) accreditation.
C. Contractor shall assure that qualified personnel will provide paramedic and EMT-1 service. Contractor's
vehicle will arrive with the Advanced Cardiac Life Support (ACES) and other equipment needed for life-
saving measures.
D. Paramedic services shall be for emergency care to stabilize the patient (Individual) on-site at PSH.
2010-122 City of San Bernardino Fire Department
California Department of Mental Health Agreement Number: 10-30099
Patton State Hospdal Page 2 of 3
E. Upon arrival at a PSH medical emergency, if a PSH physician is already attending and directing emergency
care, the paramedic shall acquire authorization from the attending physician (on-sde) to commence
emergency procedures.
F. The PSH attending physician shall transfer control to Contractor's paramedic at an appropriate point of
care. If there is no PSH physician on-site directing emergency care when the Contractor's paramedic
reaches the patient (Individual), the Contractors paramedic shall assume control immediately. PSH staff
shall supply relevant patient medical information to paramedic and EMT-1, as available.
G. Exchange of monitoring equipment (from PSH to Contractor) shall be done at an appropriate time that does
not interfere with medical treatment in progress.
H. Contractor shall respond in a timely manner, to PSH calls, for emergency or non-emergency calls, as
requested and/or as appropriate.
I. Contractor shall provide a liaison for discussion of questions or problems related to cases in which the
Contractor is involved. PSH liaison shall be the Chief Physician and Surgeon or designee.
J. PSH shall provide opportunities for Contractor to participate in drills or practice/mock runs on the hospital's
property, upon Contractor's request or voluntarily if invited by PSH, to enhance readiness for emergency or
disaster response.
K. Contractor shall provide copy of run sheets with invoices, or earlier upon request by PSH, to facilitate a
clinical case review.
L. Mutual Indemnification -Each party, to this contrail, shall defend, indemnify, hold free and harmless the
other party, its elected officials, its officers and employees, from and against any and all liabil'dy, claims,
losses and demands, including attorney's fees and other reasonable costs incurred in defending any such
claim, whether resulting from court action or otherwise, arising out of the acts, errors or omissions of the
indemnifying party, its employees and/or authorized subcontrailors, whether intentional or negligent, in the
pertormance of this Agreement.
M. Self-Insured Status -Contractor is self-insured through the Big Independent Cities Excess Pool Joint
Powers Authority (°BICEP") pursuant to Government Code sections 990.8 and 6500, et seq.
N. Contractor shall maintain in effect at all times, during the term of the Agreement, current licenses,
certifiptions, and permits in accordance with Federal, State, and local government requirements.
O. Contractor shall cooperate with PSH security procedures.
P. Contractor and/or Representatives must present a valid piilure identification (e.g., DMV license, CA I.D.
issued by DMV, military card, etc.) in order to be admitted into secured compounds. Cantrailor and/or
Representative must be in possession of a valid ID at all times while in Secured Compounds.
Q. Contractor and/or Contractors service staff must be prepared to display a list of tools in their possession,
when entering and exiting locked compounds.
R. Contractor is advised that tan, brown, and khaki clothing may prevent entry to patient (Individual) areas of
the hospital.
S. All work shall be coordinated and approved by the Project Coordinator or designee. In the event additional
work is required, Contractor shall provide the Project Coordinator or designee with a written estimate for
review and approval prior to wmmencing the work.
California Department of Mental Health
Patton State Hospital
2010-122 City of San Bernardino Fire Department
Agreement Number: 10-30099
Page 1 of 1
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Invoicing and Pavment
A. This Agreement must be fully executed and approved by the State before any payments for services can
be made.
B. For services satisfadorily rendered as specified in EXHIBIT 'A", Scope of Work, and upon receipt and
approval of the invoices, the State agrees to compensate the Contrador for adual expenddures incurred in
axordance with the rates specified to Exhibit B, Item 3.
C. Invoices for services to be paid by Patton State Hospital (PSH) must be submitted in duplicate, as specked
in Paragraph B, within forty-five (45) days after services were pertormed and shall include the PSH
Agreement Number, Patient Name, Date of Services Pertormed, Description of Services/Procedures
Provided, the Usual and Customary Rate, Itemization of Costs, related CPT codes associated with
services, and Total Amount Due. Invoice(s) shall be submitted in arrears to:
Patton State Hospital
ATTN: ACCOUNTING/Accounts Payable
3102 E. Highland Avenue
Patton, CA 92369-0999
D. Prior to invoicing Patton State Hospital, Contrador shall bill Medicare or other third-party insurance within
the specified time frames set by Medicare or other third-party insurance for reimbursement. Statements
and Medicare Explanation of Benefits, which refled MEDICARE and/or third party payments or denials,
must be submitted with original invoice for payment when invoicing Patton State Hospital for the difference
and/or the remaining balance which is not covered by Medicare.
E. Payment will be made in accordance with, and within the time specified in Government Code Chapter 4.5,
commencing with Sedion 927.
2. Budget Contincencv Clause
A. It is mutually agreed that if the Budget Ad of the current year and/or any subsequent years covered under
this Agreement does not appropriate sufficient funds for the program, this Agreement shall be invalid and of
no further force and effed. In this event, the State shall give notice thereof to Contrador, and shall have no
further liability to pay any funds whatsoever to the Contrador or to furnish any other considerations under
this Agreement except for services already pertormed, and the Contrador shall not be obligated to pertorm
any provisions of this Agreement.
B. If funding for any fiscal year is reduced or deleted by the Budget Ad for purposes of this program, the State
shall have the option to either cancel this Agreement with no liability accruing to the State, except for
payment for services already completed, or offer an agreement amendment to the Contrador to reaed the
reduced amount.
3. Budget Detail
DESCRIPTION RATE PER CALL
Fire En ine First Res nder $200.00
2010-122 City of San Bernardino Fire Department
California Department of Mental Health Agreement Number: 10-30099
Patton State Hospital
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2010-122 City of San Bernardino Fire Department
California Department of Mental Health Agreement Number: 10.30099
Patton State Hospital Page 1 of 3
GENERAL TERMS AND CONDITIONS
EXHIBIT C
1. APPROVAL: This Agreement is of na force or effect until signed by both parties and approved by the
Department of General Services, if required. Contractor may not commence performance until such approval
has been obtained.
2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing,
signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the
Agreement is binding on any of the parties.
3. ASSIGNMENT: This Agreement is not assignable by the Contractor, edher in whole or in part, without the
consent of the State in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of
State Audits, or their designated representative shall have the right to review and to copy any records and
supporting documentation pertaining to the pertormance of this Agreement. Contractor agrees to maintain such
records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records
retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business
hours and to allow interviews of any employees who might reasonably have information related to such
records. Further, Contractor agrees to include a similar right of the State to audft records and interview staff in
any subcontract related to pertormance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et
seq., CCR Title 2, Section 1896).
5. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.
6. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments
should the ConVactor fail to pertorm the requirements of this Agreement at the time and in the manner herein
provided. In the event of such termination the State may proceed with the work in any manner deemed proper
by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement
and the balance, if any, shall be paid to the Contractor upon demand.
7. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance
of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.
8. NON-DISCRIMINATION CLAUSE: During the pertormance of this Agreement, Contractor and its
subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status,
and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of
their employees and applicants for employment are free from such discrimination and harassment. Contractor
and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Cade
§12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations,
Title 2, Section 7285 e3 seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if
set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause
to labor organizations with which they have a collective bargaining or other Agreement.
Contractor shall include the nondiscrimination and compliance provisions of this clause in all subconVacts to
pertorm work under the Agreement.
g. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document
CCC 307 are hereby incorporated by reference and made a part of this Agreement by this reference as if
attached hereto.
2010-122
California Department of Mental Health City of San Bernardino Fire Department
Patton State Hospdal Agreement Number: 10-30099
Page 2 of 3
10. TIMELINESS: Time is of the essence in this Agreement.
11. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all
of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless
otherwise expressly so provided.
12. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the
State of Cal'rfornia.
13. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods
are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the
Government Codes Sections set out below.
A. The Government Code Chapter on Antitrust claims contains the following definitions:
"Public purchase" means a purchase by means of competitive bids of goods, services, or materials
by the State or any of its political subdivisions or public agencies on whose behalf the Attorney
General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and
Professions Code.
ii. "Public purchasing body" means the State or the subdivision or agency making a public purchase.
Government Code Section 4550.
B. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it
will assign to the purchasing body all rights, title, and interest in and to all causes of action d may have
under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the CarlwrigM 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 bidder for sale to the purchasing body pursuant to
the bid. Such assignment shall be made and become effective at the time the purchasing body tenders
final payment to the bidder. Government Code Section 4552.
C. If an awarding body or public purchasing body receives, either through judgment or settlement, a
monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to
receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public
body any portion of the recovery, including treble damages, attributable to overcharges that were paid by
the assignor but were not paid by the public body as part of the bid price, Tess the expenses incurred in
obtaining that portion of the recovery. Government Code Section 4553.
D. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign
the cause of action assigned under this part if the assignor has been or may have been injured by the
violation of law far which the cause of action arose and (a) the assignee has not been injured thereby, or
(b) the assignee declines to file a court action for the cause of action. See Government Code Section
4554.
14. CHILD SUPPORT COMPLIANCE ACT: °For any Agreement in excess of $100,000, the contractor
acknowledges in accordance with Public Contract Code 7110, that:
A. The contractor recognizes the importance of child and family support obligations and shall fully comply
with all applicable state and federal laws relating to child and family support enforcement, including, but
not limited to, disclosure of information and compliance wRh earnings assignment orders, as provided in
Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
B. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all
employees and is providing the names of all new employees to the New Hire Registry maintained by the
California Employment Development Department."
2010-122 City of San Bernardino Fire Department
California Department of Mental Health Agreement Number: 10-30099
Patton State Hospital Page 3 of 3
15. UNENFORCEABLE PROVISION: In the event that any provision of this agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and
shall not be affected thereby.
16. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the
Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified
recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code
§10353.
2010-122 City of San Bernardino Fire Department
California Department of Mental Health agreement Number: 10-30099
Patton State Hospital
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2010-122 City of San Bernardino Fire Department
California Department of Mental Health
Patton State Hospital Agreement Number: 10-30099
Page 1 of 5
SPECIAL TERMS AND CONDITIONS
EXHIBIT D
SUBCONTRACTS
Except for subcontracts identified in the proposal in accordance with the Request for Proposal or Invitation for
bid, Contractor shall submit any subcontracts which are proposed to be entered into in connection with this
Contract to the State Agency (State) for its prior written approval before entering into the same. No work shall
be subcontracted without the prior written approval of the State. Upon the termination of any subcontract, State
shall be notified immediately. Any subcontract shall include all the terms and conditions of this Contract and its
attachments.
2. PUBLICATIONS AND REPORTS
A. The State reserves the right to use and reproduce all publications, reports, and data produced and
delivered pursuant to this Contract. State further reserves the right to authorize others to use or reproduce
such materials, provided the author of the report is acknowledged in any such use or reproducticn.
B. If the publication and/or report are prepared by non-employees of the State, and the total cost for such
preparation exceeds $5,000, the publication and/or report shall contain the numbers and dollar amounts of
all contracts and subcontracts relating to the preparation of the publication and report in a separate section
of the report (Government Code Section 7550).
3. PROGRESS REPORTS
If progress reports are required by the Contract, Contractor shall provide a progress report in writing, or orally if
approved by the State Contract Manager, at least once a month to the State Contract Manager. This progress
report shall include, but not limited to, a statement that the Contractor is or is not on schedule, any pertinent
reports, or interim findings. Contractor shall cooperate with and shall be available to meet with the State to
discuss any difficulties, or special problems, so that solutions or remedies can be developed as soon as
possible.
4. PRESENTATION
Upon request, Contractor shall meet with the State to present any findings, conclusions, and recommendations
required by the Contract for approval. If set forth in the Contract, Contractor shall submit a comprehensive final
report for approval. Both the final meeting and the final report shall be completed on or before the date
indicated in the Contract.
5. DEPARTMENT OF MENTAL HEALTH STAFF
Department of Mental Heath staff shall be permitted to work side by side with Contractor's staff to the extent
and under conditions as directed by the State Contract Manager. In this connection, Department of Mental
Health staff shall be given access to all data, working papers, etc., which Contractor seeks to utilize.
6. CONFIDENTIALITY OF DATA AND DOCUMENTS
A. Contractor shall not disclose data or documents or disseminate the contents of the final or any preliminary
report without written permission of the State Contract Manager. However, all public entities shall comply
with California Public Records Act (Government Code Sections 6250 et seq.) and the Freedom of
Information Ad (Title 5 of the United States Code Section 552), as applicable.
B. Permission to disclose information or documents on one occasion shall not authorize Contractor to further
disclose such information or documents on any other occasions except as otherwise provided in the
Contract or required by law.
C. Contractor shall not comment publicly to the press or any other media regarding the data or documents
generated, collected, or produced in connection with this contract, or the State's actions on the same,
except to the Department of Mental Health staff, Contractor's own personnel involved in the performance of
this Contract, or as required by law.
2010-122 City of San Bernardino Fire Department
California Department of Mental Health /agreement Number: 10-30099
Patton State Hospital Page 2 of 5
D. If requested by State, Contractor shall require each of its employees or officers who will be involved in the
performance of this Contract to agree to the above terms in a form to be approved by State and shall
supply State with evidence thereof.
E. Each subcontract shall contain the foregoing provisions related to the confidentiality of data and
nondisclosure.
F. After any data or documents submitted has become a part of the public records of the State, Contractor
may at its own expense and upon written approval by the State Contract Manager, publish or utilize the
same data or documents but shall include the following Notice:
LEGAL NOTICE
This report was prepared as an account of work sponsored by the Department of Mental Health
(Department), but does not necessarily represent the views of the Department or any of ds employees
except to the extent, if any, that it has formally been approved by the Department. For information
regarding any such action, communicate directly with the Department at P.O. Box 952050, Sacramento,
California, 94252-2050. Neither said Department nor the State of California, nor any officer or employee
thereof, or any of its contractors or subcontractors makes any warranty, express or implied, or assumes
any legal liability whatsoever for the contents of this document. Nor does any party represent that use of
the data contained herein, would not infringe upon privately owned rights without obtaining permission or
authorization from any party who has any rights in connection with the data.
7. PROVISIONS RELATING TO DATA
A. "Data" as used in this Contract means recorded information, regardless of form or characteristics, of a
scientific or technical nature. It may, for example, document research, experimental, developmental or
engineering work or be usable or be used to define a design or process; or support a premise or
conclusion asserted in any deliverable document called for by this Contract. The data may be graphic or
pictorial delineations in media, such as drawings or photographs, charts, tables, mathematical modes,
collections or extrapolations of data or information, etc. It may be in machine form, as punched cards,
magnetic tape, computer printouts, or may be retained in computer memory.
B. "Generated data" is that data, which a Contractor has collected, collated, recorded, deduced, read out or
postulated for utilization in the pertormance of this Contract. Any electronic data processing program,
model or software system developed or substantially modified by the Contractor in the pertormance of this
Contrail at State expense, together with complete documentation thereof, shall be treated in the same
manner as generated data.
C. "Deliverable data" is that data which under terms of this Contract is required to be delivered to the State.
Such data shall be property of the State.
D. Prior to the expiration of any legally required retention period and before destroying any data, Contractor
shall notify the State of any such contemplated action; and State may within 30 days of said notification
determine whether or not this data shall be further preserved. The State shall pay the expense of further
preserving this data. State shall have unrestricted reasonable access to the data that is preserved in
accordance with this Contract.
E. Contractor shall use best efforts to furnish competent witnesses to identify such competent witnesses to
testify in any court of law regarding data used in or generated under the pertormance of this Contract.
8. APPROVAL OF PRODUCT
Each produil to be approved under this Contract shall be approved by the Contract Manager. The State's
determination as to satisfactory work shall be final absent fraud or mistake.
9. SUBSTITUTIONS
Contractors key personnel as indicated in its proposal may not be substituted wthout Contract Managers prior
written approval.
zo>o-tzz
California Department of Mental Health City of San Bernardino Fire Department
Patton State Hospital Agreement Number: 10-30099
Page 3 of 5
10. NOTICE
Notice to either party shall be given by first class mail properly addressed, postage fully prepaid, to the address
beneath the name of each respective party. Such notice shall be effective when received as indicated by post
office records or if deemed undel'Nerable by post office, such notice shall be effective nevertheless 15 days
after mailing. Alternatively, notice may be given by personal delivery by any means whatsoever to the party,
and such notice shall be deemed effective when delivered.
11. WAIVER
No waiver of any breach of this Contract shall be hekl to be a waiver of any other or subsequent breach. All
remedies afforded in this Contract shall be taken and construed as cumulative; that is, in addition to every other
remedy provided therein or by law. The failure of State to enforce at any time the provisions of this ConVad, or
to require at any time performance by the Contractor of any of the provisions, shall in no way be construed to
be a waiver of such provisions not to affect the validity of this Contrail or the right of State to enforce said
provisions.
12. GRATUITIES AND CONTINGENCY FEES
The State, by written notice to the Contractor, may terminate the right of Contractor to proceed under this
Contract if rt is found, after notice and hearing by the State, that gratuities were offered or given by the
Contractor or any agent or representative of the Contractor to any officer or employee of the State with a view
toward securing a contrail or securing favorable treatment with respell to the awarding, amending, or
performing of such contrail.
In the event this Contract is terminated as provided in the paragraph above, State shall be entitled (a) to pursue
the same remedies against Contractor as it could pursue in the event of the breach of the Contract by the
Contractor, and (b) as a predetermined amount of liquidated damages, to exemplary damages in an amount
which shall not be less than three times the cost incurred by the Contractor in providing any such gratuties to
any such officer or employee.
The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this Contract.
The Contractor warrants by execution of this Contract that no person or selling agency has been employed or
retained to solicit or secure this Contract for a commission, percentage, brokerage or contingent fee, excepting
bona fide employees of Contractor, for the purpose of securing business. For breach or violation of this
warranty, the State shall have the right to annul this Contract without liability, paying only for the values of the
work actually returned, or in its discretion to deduct from the contract price or consideration, or otherwise
recover, the full amount of such commission, percentage, brokerage, or contingent fee.
13. INSURANCE
Contractor hereby warrants that they are legally self insured for Workers Compensation and Public Liability.
14. CONTRACT IS COMPLETE
Other than as specified herein, no document or communication passing between the parties hereto shall be
deemed a part of this Contract.
15. CAPTIONS
The Gause headings appearing in this Contract 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 or intent of the
clauses to which they pertain.
16. PUBLIC HEARINGS
If public hearings on the subject matter dealt with in this Contract are held within one year from the contrail
expiration date, Contractor shall make available to testify the personnel assigned to this Contract at the hourly
rates specked in the Contractor's proposed budget. State shall reimburse Contractor for travel of said
personnel at the contrail rates for such testimony as may be requested by State.
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17.DVBE
Unless specifically waived by the Deputy Director of Administrative Services of the Department, Contractor
shall comply wKh the Disabled Veteran Business Enterprises participation goal in accordance with the
provisions of Public Contract Code Section 10115 et seq.
18. FORCE MAJEURE
Neither the State nor the Contractor shall be deemed to be in default in the pertormance of the terms of this
Contract if either party is prevented from pertorming the terms of this Contract by causes beyond its control,
inGuding without being limited to: acts of God; interterence, rulings or decision by municipal, Federal, State or
other governmental agencies, boards or commissions; any laws and/or regulations of such municipal, State,
Federal, or other govemmental bodies; or any catastrophe resulting from flood, fire, explosion, or other causes
beyond the control of the defaulting party. If any of the stated contingencies occur, the party delayed by force
majeure shall immediately give the other party written notice of the cause of delay. The party delayed by force
majeure shall use reasonable diligence to correct the cause of the delay, if correctable.
19. PERMITS AND LICENSES
The Contractor shall procure and keep in full force and effect during the term of this Contract all permits,
registrations and licenses necessary to accomplish the work specified in this Contract, and give all notices
necessary and incident to the lawful prosecution of the work.
The Contractor shall keep informed of, observe, comply with, and cause all of its agents and employees to
observe and to comply with all prevailing Federal, State, and local laws, and rules and regulations made
pursuant to said Federal, State, and local laws, which in any way affect the conduct of the work of this Contract.
If any conflict arises between provisions of the plans and specifications and any such law above referred to,
then the Contractor shall immediately notify the State in writing.
20. LITIGATION
The State, promptly after receiving notice thereof, shall notify the Contractor in writing of the commencement of
any claim, suit, or action against the State or its officers or employees for which the contractor must provide
indemnification under this Contract. The failure of the State to give such notice, information, authorization or
assistance shall not relieve the Contractor of its indemnification obligations. The Contractor shall immediately
notify the State of any claim or action against it which affects, or may affect, this Contrail, the terms and
conditions hereunder, or the State, and shall take such action wtth respect to said claim or action which is
consistent with the terms of this Contract and the interest of the State.
21. DISPUTES
Contractor shall first discuss and attempt to resolve any dispute arising under or relating to the performance of
this Contract, which is not disposed of by the Contract, informally with the State Contract Manager. If the
dispute cannot be disposed of at this level, then the dispute shall be decided by the Department of Mental
Health's Deputy Director of Administration. All issues pertaining to this dispute shall be submitted in written
statements and addressed to the Deputy Director of Administration, Department of Mental Health, 1600 9th
Street, Room 101, Sacramento, California 95814. Such written notice must contain the Contract Number. The
decision of the Deputy Director of Administrative Services shall be final and binding to all parties. Within ten
days of receipt of the written grievance report from the Contractor, the Deputy Director of Administration
Director of Administration or his/her designee, the Contractor shall proceed diligently with the pertormance of
the Contract. Neither the pendency of a dispute, nor its consideration by the Deputy Director of Administration,
shall excuse the Contracor from full and timely pertormance of the services required in accordance with the
terms of the contract.
22. EVALUATION OF CONTRACTOR'S PERFORMANCE
The Contractor's pertormance under this Contract shall be evaluated by the State after completion of the
contract. A copy of the written evaluation shall be maintained in the contract file and may be submitted to the
Office of Legal Services, Department of General Services.
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23. CONFIDENTIALITY AND INFORMATION SECURITY PROVISIONS
A. The Contrador shall comply with applicable laws and regulations, including but not limited to Sections
14100.2 and 5328 et seq. of the Welfare and Institutions Code, Section 431.300 et seq. of Title 42, Code of
Federal Regulations, and the Health Insurance Portability and Accountability Ad (HIPAA), and it's
implementing regulations (including but not limited to Title 45, CFR, Parts 160, 162 and 164) regarding the
confidentiality and security of individually identifiable health information (IIHI).
B. Nondisclosure. Contrador shall not use or disclose confidential, individually identifiable, or sensitive
information other than as permitted or required by the Contract and as permitted or required by law.
24. AUDITS, INSPECTION AND ENFORCEMENT
A. From time to time, the State may inspect the facilities, systems, books and records of Contrador to monitor
compliance with the Contract.
B. Contrador shall promptly remedy any violation of any provision of the Contrail and shall certify the same to
the Department Information Security Officer in writing.
C. The fact that the State inspects, or fails to inspect, or has the right to inspect Contractor's facilities,
systems, and procedures does not relieve Contrador of its responsibility to comply with the Contract.
D. The State's failure to detect or the State's detection of any unsatisfactory practices, but failure to notify
Contrador or require Contractor's remediation of the unsatisfactory practices does not constitute
acceptance of such practice ar a waiver of the State's enforcement rights under the Contract.
25. USE OF STATE FUNDS
Contrador, including its officers and members, shall not use funds received from the Department pursuant to
this contrail to support or pay for costs or expenses related to the following:
A. Campaigning or other partisan activities to advocate for either the election or defeat of any candidate for
elective office, or for or against the passage of any proposition or ballot measure; or,
B. Lobbying for either the passage or defeat of any legislation.
This provision is not intended and shall not be construed to limit any expression of a view, opinion, or position
of any member of Contrador as an individual or private cit¢ens, as long as state funds are not used; nor does
this provision limit Contractor ftom merely reporting the results of a poll or survey of its membership.
Revised: Apri12010
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EXHIBIT E
CONFIDENTIALITY AND INFORMATION SECURITY PROVISIONS
Confidentiality and Information Security Provisions
A. The Contractor shall comply with applicable laws and regulations, including bui not limited to Sections
14100.2 and 5328 et seq. of the Welfare and Institutions Code, Section 431.300 et seq. of Title 42, Code of
Federal Regulations (CFR), and the Health Insurance Portability and Accountability Ad (HIPAA), including
but not limited to Section 1320 d et seq, of Title 42, United States Code and its implementing regulations
(including but not limited to Title 45, CFR, Parts 160, 162 and 164) regarding the confidentiality and
security of Individually Identifiable Health Information (IIHI).
B. Permitted Uses and Disclosures of IIHI by the Contractor
i. Permitted Uses and Disclosures
Except as otherwise provided in this Agreement, the Contractor, may use or disclose IIHI to pertorm
functions, activities or services identified in this Agreement provided that such use or disclosure would
not violate federal or state laws or regulations.
ii. Specific Uses and Disclosures Provisions
Except as otherwise indicated in the Agreement, the Contractor may:
a. Use and disclose IIHI for the proper management and administration of the Contractor or to carry
out the legal responsibilities of the Contractor, provided that such use and disclosures are
permitted by law.
b. Use IIHI to provide data aggregation services to DMH. Data aggregation means the combining of
IIHI created or received by the Contractor for the purposes of this contrail with IIHI received by
the Contractor in its capacity as the Contractor of another HIPAA covered eMlty, to permit data
analyses that relate to the health care operations of DMH.
C. Safeguards
Contractor shall develop and maintain an information privacy and security program that includes the
implementation of administrative, technical, and physical safeguards appropriate to the size and complexity
of the Contractor's operations and the nature and scope of its activities. The information privacy and
security program shall reasonably and appropriately protect the confidentiality, integrity, and availability of
the I IHI that it creates, receives, maintains, or transmits; and prevent the use or disclosure of IIHI other than
as provided for by this Agreement. The Contractor shall provide DMH with information concerning such
safeguards as DMH may reasonably request from time to time.
The Contractor shall implement administrative, technical, and physical safeguards to ensure the security of
DMH information on portable electronic media (e.g., floppy disks and CD-Rom) and in paper files.
Administrative safeguards to be implemented shall include, but are not limited to training, instructions to
employees, and policies and procedures regarding the HIPAA Privacy Rute. Technical safeguards to be
implemented shall include, but are not IimRed to, role-based access, computer passwords, timing out of
screens, storing laptop computers in a secure location (never leaving the equipment unattended at
workplace, home or in a vehicle) and encryption. Physical safeguards to be implemented shall include, but
are not limited to, locks on file cabinets, door locks, partitions, shredders, and confidential destruct.
D. The Contractor shall implement appropriate authentication methods to ensure information system access to
confidential, personal (e.g., IIHI) or sensitive data is only granted to properly authenticated and authorized
persons. If passwords are used in user authentication (e.g., username/password combination), the
Contractor shall implement strong password controls on all compatible computing systems that are
consistent with the National Institute of Standards and Technology (NIST) Special Publication 800-68 and
the SANS Institute Password Protection Policy. The Contractor shall:
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i. Implement the following security controls on each server, workstation, or portable (e.g., laptop
computer) computing device that processes or stores confidential, personal, or sensitive data:
a. Network-based firewall and/or personal firewall
b. Continuously updated anti-virus software
c. Patch-management process including installation of all operating system/software vendor security
patches
ii. Encrypt all confidential, personal, or sensitive data stored on portable electronic media (including, but
not limited to, CDs and thumb drives) and on portable computing devices (including, but not limited to,
laptop computers, smart phones and PDAs) with a solution that uses proven industry standard
algorithms.
iii. Prior to disposal, sanit¢e all DMH confidential data contained in hard drives, memory devices,
portable eledronic storage devices, mobile computing devices, and networking equipment in a
manner consistent with the National Institute of Standards and Technology (NIST) Special Publication
80Q-88.
The Contractor shall not transmit confidential, personal, or sensitive data via a-mail or other Internet
transport protocol over a public network unless, at minimum, a 128-bit encryption method (for
example AES, 3DES, or RC4) is used to secure the data.
E. Mitigation of Harmful Effects
Contractor shall mitigate, to the extent practicable, any harmful effect that is known to Contractor of a use
or disclosure of IIH I by Contractor or its subcontractors in violation of the requirements of this Agreement.
F. Notification of Breach
During the term of this Agreement:
Discovery of Breach. Contractor shall immediately notify the DMH Information Security Officer by
telephone call plus a-mail upon the discovery of breach of security of IIHI in all forms (paper,
eledronic, or oral) 'rf the IIHI was, or is reasonably believed to have been, acquired by an
unauthorized person, or within 24 hours by email or fax of the discovery of any suspected security
incident, intrusion or unauthorized use or disclosure of IIHI in violation of this Agreement, or potential
loss of confidential data affecting this Agreement. If the incident occurs after business hours or on a
weekend or holiday and involves IHII, notification shall be provided by calling the DMH Information
Security Officer. Contractor shall take:
a. Prompt corrective action to mitigate any risks or damages involved with the breach and to protect
the operating environment; and
b. Any action pertaining to such unauthorized disclosure required by applicable Federal and State
laws and regulations.
ii. Investigation of Breach. Contractor shall immediately investigate such security incident, breach, or
unauthorized use or disclosure of IHII or confidential data. Within 72 hours of discovery (of the
breach), Contractor shall notify the DMH Information Security Officer of:
a. What data elements were involved and the extent of the data involved in the breach,
b. A description of the unauthorized persons known or reasonably believed to have improperly used
or disclosed IIHI or confidential data,
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c. A description of where the IIHI or confidential data is believed to have been improperly
transmitted, sent, or utilized,
d. A description of the probable causes of the improper use or disclosure; and
e. Whether Civil Cade sections 1798.29 or 1798.82 or any other federal or state laws requiring
individual notifications of breaches are triggered
iii. Written Report
Contractor shall provide a written report of the investigation to the DMH Information Security Officer
within ten (10) working days of the discovery of the breach or unauthorized use or disclosure. The
report shall include, but not be limked to, the information specified above, an estimation of cost for
remediation, as well as a full, detailed corrective action plan, including information on measures that
were taken to hak and/or contain the improper use or disclosure.
iv. Notification of Individuals
Contractor shall notify individuals of the breach or unauthorzed use or disclosure when notification is
required under state or federal law and to pay any costs of such notifications, as well as any costs
associated with the breach. Notification shall be made in the most expedient time possible wkhout
reasonable delay. The DMH Information Security Officer shall approve the time, manner and content
of any such not~cafions.
v. DMH Contact Information
Contractor shall direct communications to the DMH Information Security Officer and the Contractor
shall initiate contact as indicated herein. DMH reserves the right to make changes to the contact
information below by giving written notice to the Contractor. Said changes shall not require an
amendment to this Agreement to which k is incorporated.
Information Security Officer
California Department of Mental Health
1600 9th Street, Room 433
Sacramento, CA 95814
Phone: (916)651-6776
E-ma i l : ISO @ d m h. ca. g o v
G. Agents and Subcontractors of the Contractor
Contractor shall ensure that any agent, including a subcontractor to which the Contractor provides IIHI
received from, or created or received by the Contractor under this agreement, shall comply with the same
restrictions and conditions that apply through this Agreement to the Contractor with respect to such
information.
H. Internal Practices
Contractor shall make Contractor's internal practices, books and records relating to the use and disclose of
IIHI received from DMH, or created or received by the Contractor under this Agreement, available to DMH
or to the Secretary of the U.S. Department of Heath and Human Services in a time and manner designated
by DMH or by the Secretary, for purposes of determining DMH's compliance with the HIPAA regulations.
I. Employee Training and Discipline
Contractor shall train and use reasonable measures to ensure compliance wkh the requirements of this
Agreement by employees who assist in the pertormance of functions or activities under this Agreement and
use or disclose IIHI; and discipline such employees who intentionally violate any provisions of this
Agreement, including by termination of employment
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J. Effect of Termination
Upon termination or expiration of this Agreement for any reason, Contractor shall return or destroy all IIHI
received from DMH (or created or received by Contractor under this Agreement that Contractor still
maintains in any form, and shall retain no copies of such IIHI or, if return or destruction is not feasible, it
shall continue to extend the protections of this Agreement to such information, and limit further use of such
IIHI to those purposes that make the return or destruction of such IIHI infeasible. This provision shall apply
to IIHI that is in the possession of subcontractors or agents of the Contractor.
K. Miscellaneous Provisions
i. Disclaimer
DMH makes no warranty or representation that compliance by Contractor wdh this Agreement, HIPAA
or the HIPAA regulations shall be adequate or satisfactory for Contractor's own purposes or that any
information in the Contractor's possession or control, or transmitted or received by the Contractor, is
or shall be secure from unauthorized use or disclosure. Contractor is solely responsible for all
dedsions made by Contractor regarding the safeguarding of IIHI.
ii. Assistance in Litigation or Administrative Proceedings
Each party shall make and use its best efforts to make any subcontractors, employees or agents
assisting the party in the pertormance of its obligations under this Agreement, available at no cost to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced for claimed violation of HIPAA, the HIPAA regulations or other laws relating to security
and privacy based upon actions or inactions of the party and/or its subcontractor, employee, or agent,
except where the party or its subcontractor, employee, or agent is a named adverse party.
a. No Third-Party Beneficiaries
Nothing expressed or implied in the terms a
confer, nor shall anything herein confer, upon
their respective successors or assignees,
whatsoever.
b. Interpretation
nd conditions of this Agreement is intended to
any person other than DMH or Contractor and
any rights remedies, obligations or liabilities
The terms and conditions in this Agreement shall be interpreted as broadly as necessary to
implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The
parties agree that any ambiguity in the terms and conditions of this Agreement shall be
resolved in favor of a meaning that complies and is consistent with state and federal law,
including HIPAA and the HIPAA regulations.
c. Regulatory References
A reference in the terms and conditions of this Agreement to a section in the HIPAA regulations
means the section as in effect or as amended.
d. Survival
The respective rights and obligations of Contractor under this Agreement shall survive the
termination or expiration of this Agreement.
2. Violations reported to U.S. Department of Health and Human Services. Upon DMH's knowledge of a material
breach of this Agreement by Contractor, that has not been cured or for which termination of the Agreement is
not feasible, the DMH Information Security Officer shall report the violation to the Secretary of the U.S.
Department of Health and Human Services.
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3. Judicial or Administrative Proceedings. DMH may terminate this Agreement, effective immediately, if (i)
Contractor is found liable in a civil or criminal proceeding for a violation of the HIPAA Privacy or Security Rule
or (ii) a finding or stipulation that the Contractor has violated a privacy or security standard or requirement of
HIPAA, or other security or privacy laws is made in an administrative or civil proceeding in which the Contractor
is a party.
Revised: March 2009