Los Angeles Board of Supervisors Legal Entity Agreemnt Sunbridge Shandin Hills Rehab Ctr Dec 2012

• Topics: Mental Health, Drug Treatment/Rehab

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December 18, 2012
The Honorable Board of Supervisors
County of Los Angeles
383 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, California 90012
Dear Supervisors:

ADOPTED
BOARD OF SUPERVISORS
COUNTY OF LOS ANGELES

December 18, 2012
SACHI A. HAMAI
EXECUTIVE OFFICER

APPROVAL TO ENTER INTO A LEGAL ENTITY AGREEMENT WITH
SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER
(ALL SUPERVISORIAL DISTRICTS)
(3 VOTES)
SUBJECT
Request approval to enter into a new Legal Entity Agreement with SunBridge Shandin Hills
Rehabilitation Center, dba Shandin Hills Behavior Therapy Center, a wholly-owned subsidiary of
Regency Health Services, Inc., a wholly-owned subsidiary of SunBridge Healthcare, LLC, a whollyowned subsidiary of Sun Healthcare Group, Inc., a wholly-owned subsidiary of GHC Holdings II,
LLC, a wholly-owned subsidiary of Genesis HealthCare, LLC, to purchase Institution for Mental
Diseases beds as needed for the treatment of inmates with a mental illness.
IT IS RECOMMENDED THAT THE BOARD:
1. Approve and authorize the Director of Mental Health (Director), or his designee, to prepare, sign,
and execute a Legal Entity Agreement (Agreement), substantially similar to Attachment I, with
SunBridge Shandin Hills Rehabilitation Center, dba Shandin Hills Behavior Therapy Center, a
wholly-owned subsidiary of Regency Health Services, Inc., a wholly-owned subsidiary of SunBridge
Healthcare, LLC, a wholly-owned subsidiary of Sun Healthcare Group, Inc., a wholly-owned
subsidiary of GHC Holdings II, LLC, a wholly-owned subsidiary of Genesis HealthCare, LLC
(SSHRC), to purchase Institution for Mental Diseases (IMD) beds as needed for the treatment of
inmates with a mental illness. The term of the Agreement will be effective upon Board approval
through June 30, 2015. The estimated annual cost of the Agreement is $2,206,041, funded by Net
County Cost (NCC), Sales Tax Realignment, and 2011 Realignment – Assembly Bill (AB) 109.
2. Delegate authority to the Director, or his designee, to prepare, sign and execute future

The Honorable Board of Supervisors
12/18/2012
Page 2
amendments to the Agreement, provided that: 1) any revision will reflect needed programmatic
and/or policy changes; 2) approval as to form by County Counsel is obtained prior to executing any
such amendments; and 3) the Director will notify your Board and the Chief Executive Officer (CEO)
of any Agreement changes in writing within 30 days after execution of each such Amendment.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION
The Department of Mental Health (DMH) requests Board approval to enter into an Agreement with
SSHRC to purchase additional IMD beds for the treatment of inmates with a mental illness released
as part of either AB 109 and Brown v. Plata (referred to as the “prison realignment”) or as part of the
County’s forensic, mental health treatment programs who require mental health care and treatment
within a secured/locked, residential psychiatric care center.
The California Legislature and Supreme Court of the United States through AB 109 and Brown v.
Plata acknowledged that there are an increased number of inmates in California prisons with mental
health problems and that California continues to imprison many people with mental health problems
who are in need of mental health treatment. The recommended Board action will allow DMH to enter
into an Agreement with SSHRC to provide beds for these California inmates who are being released
and have a mental illness and to provide additional beds for the County’s existing forensic, mental
health treatment services. SSHRC will provide DMH with a secured/locked, IMD residential mental
health treatment setting for the 3 to 4 percent of former inmates who are not able to function
successfully and safely within a community-based and/or outpatient setting.
Implementation of Strategic Plan Goals
The recommended actions are consistent with County Strategic Plan Goal 3, Integrated Services
Delivery.
FISCAL IMPACT/FINANCING
The proposed rates for IMD Forensic Regular and IMD Forensic Indigent are $190.88 and $235.88
per day, respectively. The total estimated annual cost of this agreement in Fiscal Year (FY) 2012-13
is $2,206,041, funded by NCC, Sales Tax Realignment and 2011 Realignment - AB 109. A similar
annual cost is expected for FYs 2013-14 and 2014-15. The funding for FYs 2013-14 and 2014-15
will be requested through DMH’s annual budget request process.
FACTS AND PROVISIONS/LEGAL REQUIREMENTS
In 2005, DMH contracted with SunBridge Braswell Enterprises, Inc., dba Olive Vista (OV) - DMH
Contract No. MH120962, a locked IMD facility in Pomona, a related facility of SSHRC, for beds to
address the need for specialized treatment services for individuals designated as Mentally Ill
Offenders. Later in 2008, DMH contracted with OV for additional IMD beds to address the need for
specialized treatment services for individuals with a mental illness and criminal justice histories.
Although DMH also has contracts with SSHRC related facilities, SunBridge Meadowbrook
Rehabilitation Center dba Meadowbrook Manor - DMH Contract No. MH120889 and SunBridge
Braswell Enterprises, Inc., dba Laurel Park - DMH Contract No. MH120962, in Los Angeles County,
these facilities do not have additional beds to accommodate the needs for this prison realignment
population. Currently DMH is purchasing IMD beds with SSHRC related facility, SunBridge Braswell
Enterprises, Inc., dba Sierra Vista - DMH Contract No. MH120962, in San Bernardino County.
However, this facility does not have the capacity to accommodate the demand for these services.

The Honorable Board of Supervisors
12/18/2012
Page 3
Thus, with your Board’s approval, DMH will be able to purchase additional IMD beds from SSHRC
for FYs 2012-13 thru 2014-15. SSHRC is located at 4164 North 4th Avenue, San Bernardino, CA
92408.
The attached Agreement format has been approved as to form by County Counsel. DMH clinical
and administrative staff will continue to administer and monitor the contractors’ adherence to the
Agreement and evaluate the program to ensure that the quality of services provided to clients
remains acceptable. As mandated by your Board, the performance of all the contractors is evaluated
by DMH on an annual basis to ensure the contractor’s compliance with all contract terms and
performance standards.
CONTRACTING PROCESS
There are no other IMD facilities in the area that have existing bed capacity and have the interest
and experience in serving this population; for this reason DMH intends to enter into a sole source
contract with SSHRC. To comply with your Board’s contracting policy requirements for sole source
contracts, DMH notified your Board on May 3, 2012, of its intent to negotiate a new Agreement with
SSHRC (Attachment II).
Attached is the required Sole Source Contract Checklist (Attachment III), identifying and justifying the
need for a sole source contract, that has been approved by the CEO.
IMPACT ON CURRENT SERVICES (OR PROJECTS)
Board approval of the proposed actions will enable DMH to provide much needed mental health
treatment to former inmates who are unable to function in a safe manner in open community
settings, while helping to keep the citizens of Los Angeles County safe.

Respectfully submitted,

MARVIN J. SOUTHARD, D.S.W.
Director of Mental Health
MJS:RS:MM:RK:bt
Enclosures
c:

Chief Executive Officer
County Counsel
Chairperson, Mental Health Commission
Executive Officer, Board of Supervisors

ATTACHMENT II

DEPARTMENT OF MENTAL HEALTH LEGAL ENTITY AGREEMENT

CONTRACTOR:
SunBridae Shandin Hills Rehabilitation Center

Contract Number
dba Shandin Hills Behavior Theraw Center
NIA
Reference Number(s)

Business Address:
4164 North 4th Avenue
San Bernardino. CA 92408

Legal Entity Number
Provider Number(s)

Contractor Headquarters' Supervisorial District

Out-of-County

Mental Health Service Area@)

---------Below

OR Countywide

This Line For Official CDAD Use Only =====
DISTRIBUTION

(Please type in the applicable name for each)
Deputy Director Tonv Beliz

K: S

x --or--

U-

LEGAL ENTITYAGREEMENTFY 12-13 5-8-2012

Lead Manager Marv Marx

ALL

TABLE OF CONTENTS
PARAGRAPH

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.

21.
22.

36.
37.

PAGE

RECITALS ......................................................................................................................... I
PREAMBLE ......................................................................................................................
2
TERM ............................................................................
TERMINATION WITHOUT CAUSE .............
IMMEDIATE TERMINATION BY COUNTY ..
ADMINISTRATION ............................................................................................................
7
DESCRIPTION OF SERVICESIACTIVITIES ..................................................................... 7
FINANCIAL PROVISIONS ................................................................................................. 9
PRIOR AGREEMENT(S) SUPERSEDED ....................................................................... 9
STAFFING ...................................................................
STAFF TRAINING AND SUPERVISION ......
PROGRAM SUPERVISION, MONITORING AND REVIEW .......................................
II
PERFORMANCE STANDARDS AND OUTCOME MEASURES ......................................11
QUALITY MANAGEMENT PROGRAM ...........
RECORDS AND AUDITS ...........................
REPORTS................................
CONFIDENTIALITY ...................................................
PATIENTS'ICLIENTS' RIGHTS
REPORTING OF PATIENTICLIENT ABUSE AND RELATED PERSONNEL
REQUIREMENTS ...................... .
.
................................................................................
19
NONDISCRIMINATION IN SERVICES ..........
NONDISCRIMINATION IN EMPLOYMENT
FAIR LABOR STANDARDS .............................................................................................
22
INDEMNIFICATIONAND INSURANCE ........................................................................... 22
WARRANTY AGAINST CONTINGENT FEES ................................................................. 28
.
.
...........................................................................28
CONFLICT OF INTEREST............
UNLAWFUL SOLICITATION .......................................
INDEPENDENT STATUS OF CONTRACTOR
CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR
LAYOFF OR FORMER COUNTY EMPLOYEES ON A REEMPLOYMENT LIST .............29
CONSIDERATION FOR HIRING GREATER AVENUES FOR INDEPENDENCE
(GAIN) OR GENERAL RELIEF OPPORTUNITIES FOR WORK (GR0W)PARTICIPANTS
FOR EMPLOYMENT ..................................................
DELEGATION AND ASSIGNMENT BY CONTRACT0
SUBCONTRACTING ...........................
GOVERNING LAW, JURISDICTION A
COMPLIANCE WITH APPLICABLE LA
THIRD PARTY BENEFICIARIES .....................................................................................
34
LICENSES, PERMITS, REGISTRATIONS, ACCREDITATIONS, AND
34
CERTIFICATES ............................................................................................................
CHILD SUPPORT COMPLIANCE PROGRAM.............................................................. 35
TERMINATION FOR INSOLVENCY ................................................................................ 36
TERMINATION FOR DEFAULT .......................................................................................36
TERMINATION FOR IMPROPER CONSIDERATION...................................................... 37

PARAGRAPH

PAGE

SEVERABILITY................................................................................................................
37
CAPTIONS AND PARAGRAPH HEADINGS.................................................................... 37
ALTERATION OF TERMS ...............................................................................................37
ENTIRE AGREEMENT ....................................................................................................
37
WAIVER ........................................................................................................................... 38
EMPLOYMENT ELIGIBILITY VERIFICATION ................................................................. 38
PUBLIC ANNOUNCEMENTS AND LITERATURE ...........................................................
39
PURCHASES................................................................................................................... 39
AUTHORIZATION WARRANTY ....................................................................................
40
RESTRICTIONS ON LOBBYING ...................................................................................
40
CERTIFICATION OF DRUG-FREE WORK PLACE ......................................................... 41
COUNTY LOBBYISTS .....................................................................................................
41
MAINTENANCE STANDARDS FOR SERVICE DELIVERY SITES .................................41
NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED
41
INCOME CREDIT ..........................................................................................................
USE OF RECYCLED-CONTENT PAPER PRODUCTS ..................................................41
CONTRACTOR RESPONSIBILITY AND DEBARMENT................................................ 41
CONTRACTOR'S EXCLUSION FROM PARTICIPATION IN A FEDERALLY
FUNDED PROGRAM .......................................................................................................
43
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ............................. 45
TECHNOLOGY REQUIREMENTS ............................................................................... 47
COMPLIANCE WITH JURY SERVICE PROGRAM .................................... .....................47
NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED
49
BABY LAW ......................................................................................................................
CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT
TO THE SAFELY SURRENDERED BABY LAW .............................................................. 49
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTIONS
(45 C.F.R. PART 76) ........................................................................................................
49
CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE.........................................
50
LOCAL SMALL BUSINESS ENTERPRISE PREFERENCE PROGRAM .......................... 50
FORCE MAJEURE...........................................................................................................
51
CONTRACTOR'S WARRANTY OF COMPLIANCE WlTH COUNTY'S
DEFAULTED PROPERTY TAX REDUCTION PROGRAM ........................................... 51
TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WlTH
COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM ........................... 51
NOTICES.........................................................................................................................
52

ATTACHMENTS
ATTACHMENT I
ATTACHMENT II
ATTACHMENT Ill
ATTACHMENT IV
ATTACHMENT V
ATTACHMENT VI
ATTACHMENT VII
ATTACHMENT Vlll
ATTACHMENT IX
ATTACHMENT X
ATTACHMENT XI

DEFINITIONS
FINANCIAL EXHIBIT A (FINANCIAL PROVISIONS)
FINANCIAL SUMMARY(IES) FY 2012-13 FY 2013-14 AND FY 2014-15
SUBPROGRAM SCHEDULE
SERVICE DELIVERY SITE EXHIBIT(S)
SERVICE EXHIBIT(S)
ATTESTATION REGARDING FEDERALLY FUNDED PROGRAM
SAFELY SURRENDERED BABY LAW FACT SHEET
(In English and Spanish)
CHARITABLE CONTRIBUTIONS CERTIFICATION
PERFORMANCE STANDARDS AND OUTCOME MEASURES
REQUIRED SUPPLEMENTAL DOCUMENTS

LEGAL ENTIWAGREEMENTFY 12-13

DEPARTMENT OF MENTAL HEALTH LEGAL ENTITY AGREEMENT

THIS AGREEMENT is made and entered into this -day of

by
and between the County of Los Angeles (hereafter "County"), and SunBridse Shandin Hills
3

Rehabilitation Center dba Shandin Hills Behavior Therapv Center (hereafter "Contractor") with
the following business address at 4164 North 4th Avenue, San Bernardino. CA 92408.
WHEREAS, County desires to provide to those persons in Los Angeles County who
qualify therefore certain mental health services contemplated and authorized by the
Bronzan-McCorquodale Act, California Welfare and Institutions Code (WIC) Section 5600

m.;and
WHEREAS, County desires through the County's Request for Statement of Qualification
(RFSQ) process to provide to those persons in Los Angeles County who qualify therefore
certain mental health services contemplated and authorized by the Mental Health Service Act
(MHSA) adopted by the California electorate on November 2, 2004; and
WHEREAS, Contractor is equipped, staffed, and prepared to provide these services as
described in this Agreement; and
WHEREAS, County believes it is in the best interest of the people of the County of Los
Angeles to provide these services by contract; and
WHEREAS, these services shall be provided by Contractor in accordance with all
applicable federal, State and local laws, required licenses, ordinances, rules, regulations,
manuals, guidelines, and directives, which may include, but are not necessarily limited to, the
following: Bronzan-McCorquodale Act, WIC Section 5600 et seq., including, but not limited to,
Sections 5600.2, 5600.3, 5600.4, 5600.9, 5602, 5608, 5651, 5670, 5670.5, 5671, 5671.5, 5672,
5705, 5709, 5710, 5716, 5719, 5721, 5722, 5751.2, and 5900 et seq.; Medi-Cal Act, WIC
Section 14000 et seq., including, but not limited to, Section 14132.44; WIC Section 15600 et
seq., including Section 15630; WIC Section 17601 et seq.; California Work Opportunities and
Responsibilities to Kids Act, WIC Section 11200 et seq.; California Government Code Sections
26227 and 53703; Title XIX of the Social Security Act, 42 United States Code Section 1396 et
seq.; Part B of Title XIX of the Public Health Service Act, 42 United States Code Section 300x
et seq.; Title XXI of the Social Security Act; California Penal Code (PC) Section 11164 et seq.;
Title 9 and Title 22, including, but not limited to, Sections 51516, 70001, 71001, 72001 et seq.,
and 72443 et seq. of the California Code of Regulations; 45 Code of Federal Regulations Parts
160 and 164 and WIC Section 5328 et seq.; State Department of Mental Health's (SDMH) Cost

ReportingIData Collection Manual (CRIDC); Los Angeles County Department of Mental Health
(DMH) Organizational Provider's Manual for Specialty Mental Health Services under the
Rehabilitation Option and Targeted Case Management Services; SDMH's Cost and Financial
Reporting System Instruction Manual; Federal Office of Management and Budget Circular A122 (Cost principles for non-profit organizations); Federal Office of Management and Budget
Circular A-133 (Audits of states, local governments, and non-profit organizations); AuditorController Contract Accounting and Administration Handbook; policies and procedures
developed by County; State's Medicaid Plan; and policies and procedures which have been
documented in the form of Policy Letters issued by SDMH; andlor for State Department of
Health Services (SDHS); and
WHEREAS, this Agreement is authorized by WIC Section 5600 et seq., California
Government Code Sections 23004,26227 and 53703, and otherwise.
NOW, THEREFORE, Contractor and County agree as follows:

PREAMBLE
For over a decade, the County has collaborated with its community partners to enhance
the capacity of the health and human services system to improve the lives of children and
families. These efforts require, as a fundamental expectation, that the County's contracting
partners share the County and community's commitment to provide health and human services
that support achievement of the County's vision, goals, values, and adopted outcomes. Key to
these efforts is the integration of service delivery systems and the adoption of the Customer
Service and Satisfaction Standards.
The County of Los Angeles' Vision is to improve the quality of life in the County by
providing responsive, efficient, and high quality public services that promote the self-sufficiency,
well-being and prosperity of individuals, families, businesses and communities. This philosophy
of teamwork and collaboration is anchored in the shared values of:
9 Responsiveness
Professionalism
9 Accountability
9 Compassion

9 Integrity
9 Commitment
9 A Can-Do Attitude

9 Respect for Diversity

These shared values are encompassed in the County Mission to enrich lives through
effective

and

caring

service

and

the

County

Strategic

Plan's

eight

goals:

1) Service Excellence; 2) Workforce Excellence; 3) Organizational Effectiveness; 4) Fiscal
Responsibility; 5) Children and Families' Well-Being; 6) Community Services; 7) Health and
Mental Health; and 8) Public Safety. Improving the well-being of children and families requires

coordination, collaboration, and integration of services across functional and jurisdictional
boundaries, by and between County departmentslagencies, and community and contracting
partners.
The basic conditions that represent the well-being we seek for all children and families in
Los Angeles County are delineated in the following five outcomes, adopted by the Board of
Supervisors in January 1993.

Good Health;
Economic Well-Being;
Safety and Survival;
Emotional and Social Well-Being; and
Education and Workforce Readiness.

Recognizing no single strategy - in isolation - can achieve the County's outcomes of
well-being for children and families, consensus has emerged among County and community
leaders that making substantial improvements in integrating the County's health and human
services system is necessary to significantly move toward achieving these outcomes. The
County has also established the following values and goals for guiding this effort to integrate
the health and human services delivery system:
c/

Families are treated with respect in every encounter they have with the health,
educational, and social services systems.

Families can easily access a broad range of services to address their needs, build
on their strengths, and achieve their goals.

There is no "wrong door": wherever a family enters the system is the right place.

Families receive services tailored to their unique situations and needs.

Service providers and advocates involve families in the process of determining
service plans, and proactively provide families with coordinated and comprehensive
information, services, and resources.

The County service system is flexible, able to respond to service demands for both
the Countywide population and specific population groups.

The County service system acts to strengthen communities, recognizing that just
as individuals live in families, families live in communities.

In supporting families and communities, County agencies work seamlessly with
public and private service providers, community-based organizations, and other
community partners.

County agencies and their partners work together seamlessly to demonstrate
substantial progress towards making the system more strength-based, family-

focused, culturally-competent, accessible, user-friendly, responsive, cohesive,
efficient, professional, and accountable.
County agencies and their partners focus on administrative and operational
enhancements to optimize the sharing of information, resources, and best
practices while also protecting the privacy rights of families.
9

County agencies and their partners pursue multi-disciplinary service delivery, a
single service plan, staff development opportunities, infrastructure enhancements,
customer service and satisfaction evaluation, and revenue maximization.

County agencies and their partners create incentives to reinforce the direction
toward service integration and a seamless service delivery system.

The County human service system embraces a commitment to the disciplined
pursuit of results accountability across systems. Specifically, any strategy designed
to improve the County human services system for children and families should
ultimately be judged by whether it helps achieve the County's five outcomes for
children and families: good health, economic well-being, safety and survival,
emotional and social well-being, and education and workforce readiness.

The County, its clients, contracting partners, and the community will continue to work
together to develop ways to make County services more accessible, customer friendly, better
integrated, and outcome-focused. Several departments have identified shared themes in their
strategic plans for achieving these goals including: making an effort to become more

consumer/client-focused; valuing community partnerships and collaborations; emphasizing
values and integrity; and using a strengths-based and multi-disciplinary team approach. County
departments are also working to provide the Board of Supervisors and the community with a
better understanding of how resources are being utilized, how well services are being provided,
and what are the results of the services: is anyone better off?
The County of Los Angeles health and human service departments and their partners
are working together to achieve the following Customer Service and Satisfaction Standards
in support of improving outcomes for children and families.

Personal Sewice Delivery
The service delivery team -staff and volunteers - will treat customers and each other
with courtesy, dignity, and respect.

Introduce themselves by name
Listen carefully and patiently to customers
Be responsive to cultural and linguistic needs
Explain procedures clearly

Build on the strengths of families and communities
Service Access
Service providers will work proactively to facilitate customer access to services

.
.

Provide services as promptly as possible
Provide clear directions and service information
Outreach to the community and promote available services
Involve families in service plan development
Follow-up to ensure appropriate delivery of services

Service Environment
Service providers will deliver services in a clean, safe, and welcoming environment.
which supports the effective delivery of services.
0

Ensure a safe environment
Ensure a professional atmosphere
Display vision, mission, and values statements
Provide a clean and comfortable waiting area
Ensure privacy
Post complaint and appeals procedures

The basis for all County health and human services contracts is the provision of the
highest level of quality services that support improved outcomes for children and families. The
County and its contracting partners must work together and share a commitment to achieve a
common vision, goals, outcomes, and standards for providing services.
1.

TERM:
-

Initial Period:

The Initial Period of this Agreement shall commence on

and shall continue in full force and effect through June 30. 2013.
B.

Automatic Renewal Period(s1: After the lnitial Period, this Agreement shall be

automatically renewed two additional periods without further action by the parties hereto unless
either party desires to terminate this Agreement at the end of either the Initial Period or
FirstlSecond Automatic Renewal Period and gives written notice to the other party not less than
30 calendar days prior to the end of the Initial Period or the end of the First Automatic Renewal
Period, as applicable.

(1)

First Automatic Renewal Period:

If this Agreement is automatically

renewed, the First Automatic Renewal Period shall commence on Julv 1, 2013 and shall
continue in full force and effect through June 30. 2014.

1
1

(2)

Second Automatic Renewal Period: If this Agreement is automatically

renewed, the Second Automatic Renewal Period shall commence on July 1, 2014, and shall
continue in full force and effect through June 30. 2015.
C.

Contractor Alert Reporting Database (CARD): The County maintains databases

that track/monitor contractor performance history. Information entered into such databases
may be used for a variety of purposes, including determining whether the County will exercise a
contract term extension option.
2.

TERMINATION WITHOUT CAUSE: This Agreement may be terminated by either party

at any time without cause by giving at least 30 calendar days prior written notice to the other
party.
3.

IMMEDIATE TERMINATION BY COUNTY:
A.

In addition to any other provisions for termination provided in this Agreement,

this Agreement may be terminated by County immediately if County determines that:
(1)

Contractor has failed to initiate delivery of services within

calendar

days of the commencement date of this Agreement; or
(2)

Contractor has failed to comply with any of the provisions of Paragraphs

18 (NONDISCRIMINATION IN SERVICES), 19 (NONDISCRIMINATION IN EMPLOYMENT),
21 (INDEMNIFICATION AND INSURANCE), 22 (WARRANTY AGAINST CONTINGENT
FEES), 23 (CONFLICT OF INTEREST), 28 (DELEGATION AND ASSIGNMENT), 29
(SUBCONTRACTING),

(CHILD

SUPPORT

COMPLIANCE

PROGRAM),

(CERTIFICATION OF DRUG-FREE WORK PLACE), 54 (CONTRACTOR'S EXCLUSION
FROM

PARTICIPATION

(CONTRACTOR'S WARRANTY

FEDERALLY

FUNDED

COMPLIANCE WlTH

PROGRAM)
COUNTY'S

and/or

DEFAULTED

PROPERTY TAX REDUCTION PROGRAM); or
(3)
36

In accordance with Paragraphs 35 (TERMINATION FOR INSOLVENCY),

(TERMINATION

FOR

DEFAULT),

(TERMINATION

FOR

IMPROPER

CONSIDERATION), 49 (COUNTY LOBBYISTS), andlor 65 (TERMINATION FOR BREACH OF
WARRANTY TO MAINTAIN COMPLIANCE WlTH COUNTY'S DEFAULTED PROPERTY TAX
REDUCTION PROGRAM).
B.

In the event that this Agreement is terminated, then:
(1)

On or after the date of the written notice of termination, County, in its sole

discretion, may stop all payments to Contractor hereunder until preliminary settlement based on
the Annual Cost Report. Contractor shall prepare an Annual Cost Report in accordance with
the terms of the Financial Exhibit A.

(2)

Upon issuance of any notice of termination, Contractor shall make

immediate and appropriate plans to transfer or refer all patientslclients receiving services under
this Agreement to other agencies for continuing services in accordance with the
patient'slclient's needs. Such plans shall be subject to prior written approval of Director or his
designee, except that in specific cases, as determined by Contractor, where an immediate
patienilclient transfer or referral is indicated, Contractor may make an immediate transfer or
referral. If Contractor terminates this Agreement, all costs related to all such transfers or
referrals as well as all costs related to all continuing services shall not be a charge to this
Agreement nor reimbursable in any way under this Agreement; and
If Contractor is in possession of any equipment, furniture, removable
(3)
fixtures, materials, or supplies owned by County as provided in Paragraph 45 (PURCHASES),
the same shall be immediately returned to County.
(4)

Any termination of this Agreement by County shall be approved by

County's Board of Supervisors.
C.

Six Months Notification of Aareement Expiration: Contractor shall notify County

when this Agreement is within six (6) months of expiration. Contractor shall send such notice to
those persons and addresses which are set forth in Paragraph 66 (NOTICES).
4.

ADMINISTRATION: The Director of Mental Health (Director) shall have the authority to

administer this Agreement on behalf of the County. All references to the actions or decisions to
be made by the County in this Agreement shall be made by the Director unless otherwise
expressly provided.
A.

The Director may designate one or more persons to act as hislher designee for

the purposes of administering this Agreement. Therefore "Director" shall mean "Director andlor
hislher designee."

Contractor shall designate in writing a Contract Manager who shall function as

liaison with County regarding Contractor's performance hereunder.
5.

DESCRIPTION OF SERVICESIACTIVITIES: Contractor shall provide those mental

health services identified on the Financial Summary and Service Exhibit@) of this Agreement
and as described in the Contractor's Negotiation Package for this Agreement, as approved in
writing by Director. The quality of services provided by Contractor shall be the same regardless
of the patient'slclient's ability to pay or source of payment.
Contractor shall be responsible for delivering services to new clients to the extent that
funding is provided by County. Where Contractor determines that services to new clients can
no longer be delivered, Contractor shall provide 30 calendar days prior notice to County.

Contractor shall also thereafter make referrals of new clients to County or other appropriate
agencies.
Contractor shall not be required to provide the notice in the preceding paragraph when
County reduces funding to Contractor, either at the beginning or during the fiscal year. In
addition, when County cuts the funding for a particular program provided by Contractor,
Contractor shall not be responsible for continuing services for those clients linked to that
funding. Contractor shall also thereafter make referrals of those clients to County or other
appropriate agencies.
Contractor may provide activities claimable as Title XIX Medi-Cal Administrative
Activities pursuant to WIC Section 14132.44. The administrative activities which may be
claimable as Title XIX Medi-Cal Administrative Activities are shown on the Financial Summary
and are described in the policies and procedures provided by SDMH andlor SDHS.
Contractor shall be responsible for delivering medically necessary mental health
services to clients that are enrolled in the Healthy Way LA Health Care Initiative (HWLA)
Program, and Contractor shall serve such HWLA clients within the mandated time frame
established by the Low Income Health Plan guidelines. Clients that are enrolled in the HWLA
Program shall be given priority over other indigenffuninsured clients.
Contractor may provide mental health services claimable as Early and Periodic
Screening, Diagnosis, and Treatment (EPSDT) services.
Contractors shall not be eligible to provide mental health services claimable under the
Mental Health Services Act (MHSA) unless Contractor has been found to be eligible to provide
mental health services as follows: (1) Contractor has submitted to the County a Statement of
Qualifications (SOQ) in response to County's Request For Statement of Qualifications (RFSQ)
for the provision of such services; Contractors has met the minimum qualifications listed in the
RFSQ and has been selected for recommendation for placement on a MHSA Master
Agreement eligibility list; and Contractor has demonstrated experience and training in its
specialized field and has been selected to provide MHSA services pursuant to a solicitation
process approved by County, or (2) Contractor intends to transform a portion of its services to
MHSA services, Contractor has submitted a mid-year change to the Negotiation Package
outlining the planned transformation and County has approved Contractor to provide MHSA
services through the transformation process. Placement on the Master Agreement eligibility list
does not guarantee that Contractor will be selected to provide mental health services claimable
as MHSA services. In order to provide mental health services claimable as MHSA services, a
provider must have been selected to provide MHSA services pursuant to a solicitation process

approved by County, or be approved by County to provide MHSA service through the
transformation process.
6.

FINANCIAL PROVISIONS: In consideration of services and/or activities provided by

Contractor, County shall reimburse Contractor in the amount and manner described in
Attachment II, Financial Exhibit A (FINANCIAL PROVISIONS) attached thereto and by this
reference incorporated herein.
7.

PRIOR AGREEMENTE) SUPERSEDED:
A.

Reference is made to the certain document(s) entitled:

TITLE

COUNTY AGREEMENT NUMBER

DATE OF EXECUTION

N/A

NIA

The parties agree that the provisions of such prior Agreement@), and all Amendments thereto,
shall be entirely superseded as of N/A, by the provisions of this Agreement.
B.

The parties further agree that all payments made by County to Contractor under

any such prior Agreement(s) for services rendered thereunder on and after N/A, shall be
applied to and considered against all applicable federal, State, and/or County funds provided
hereunder.
C.

Notwithstanding any other provision of this Agreement or the Agreement(s)

described in Subparagraph 7.A, the total reimbursement by County to Contractor under all
these Agreements for Fiscal Year N/A shall not exceed N/A DOLLARS ($N/A);and for Fiscal
Year N/A shall not exceed N/A DOLLARS ($N/A);and for Fiscal Year N/A shall not exceed N/A
DOLLARS ($N/A).
The supersession by this Agreement is not intended to replace ongoing programs
andlor special provisions (such as, deeds, leases, rentals, or space use) which are
implemented by special amendments to the agreement listed in Paragraph 7.A. above with
Contractors. Such ongoing programs and special provisions set forth in special amendments
can only be affected by a written contract amendment that refers specifically to the provisions
set forth in the Amendment.
For information on amendment@) for special provisions for such ongoing programs
and/or special services, see Exhibit(s) N/A. (If applicable, this attachment has been included
under the Table of Contents in the Attachments Section.)
8.

STAFFING: Throughout the term of this Agreement, Contractor shall staff its operations

so that staffing approximates the type and number indicated in Contractor's Negotiation

Package for this Agreement and as required by WIC and California Code of Regulations
(CCR).
A.

Staff providing services under this Agreement shall be qualified and shall

possess all appropriate licenses in accordance with WIC Section 5603 and all other applicable
requirements of the California Business and Professions Code, WIC, CCR, CR/DC Manual, Los
Angeles County DMH Organizational Provider's Manual for Specialty Mental Health Services
under the Rehabilitation Option and Targeted Case Management Services, SDMH Policy
Letters, and shall only function within the scope of practice as dictated by licensing
boardslbodies.
B.

If, at any time during the term of this Agreement, the Contractor has a sufficient

number of vacant staff positions that would impair its ability to perform any services under the
Agreement, Contractor shall promptly notify Director of such vacancies.
C.

At all times during the term of this Agreement, Contractor shall have available

and shall provide upon request to authorized representatives of County, a list of all persons by
name, title, professional degree, language capability(ies), and experience, who are providing
any services under this Agreement.

STAFF TRAINING AND SUPERVISION: Contractor shall institute and maintain an

in-service training program of treatment review and case conferences in which all its
professional, para-professional, intern, student and clinical volunteer personnel shall participate.
Contractor shall institute and maintain appropriate supervision of all persons providing services
under this Agreement with particular emphasis on the supervision of para-professionals,
interns, students, and clinical volunteers in accordance with Departmental clinical supervision
policy. Contractor shall be responsible for the provision of mandatory training for all staff at the
time of initial employment and on an ongoing basis as required by federal and State law,
including but not limited to HlPAA and Sexual Harassment, and for the training of all
appropriate staff on the Los Angeles County DMH Organizational Provider's Manual for
Specialty Mental Health Services under the Rehabilitation Option and Targeted Case
Management Services, CRIDC Manual (as applicable), and other State and County policies and
procedures as well as on any other matters that County may reasonably require.
Contractor shall document and make available upon request by the federal, State and/or
County the type and number of hours of training provided to Contractor's officers, employees,
agents, and subcontractors.

/
I

10.

PROGRAM SUPERVISION, MONITORING AND REVIEW:
A.

Pursuant to WIC Section 5608 and CCR Title 9, Section 521, all services

hereunder shall be provided by Contractor under the general supervision of Director. Director
shall have the right to monitor and specify the kind, quality, appropriateness, timeliness, and
amount of services, and the criteria for determining the persons to be Sewed.
B.

Upon receipt of any contract monitoring report pertaining to services/activities

under this Agreement, Contractor shall respond in writing to person@) identified within the time
specified in the contract monitoring report. Contractor shall, in its written response, either
acknowledge the reported deficiencies or present additional evidence to dispute the findings. In
addition, Contractor must submit a plan for immediate correction of all deficiencies.
C.

In the event of a State audit of this Agreement, if State auditors disagree with

County's official written instructions to Contractor in its performance of this Agreement, and if
such disagreement results in a State disallowance of any of Contractor's costs hereunder, then
County shall be liable for Contractor's disallowed costs as determined by State.
D.

To assure compliance with this Agreement and for any other reasonable purpose

relating to performance of this Agreement, and subject to the provisions of State and federal
law, authorized County, State, and/or federal representatives and designees shall have the right
to enter Contractor's premises (including all other places where duties under this Agreement
are being performed), with or without notice, to: inspect, monitor and/or audit Contractor's
facilities, programs and procedures, or to otherwise evaluate the work performed or being
performed; review and copy any records and supporting documentation pertaining to the
performance of this Agreement; and elicit information regarding the performance of this
Agreement or any related work. The representatives and designees of such agencies may
examine, audit and copy such records at the site at which they are located. Contractor shall
provide access to facilities and shall cooperate and assist County, State, and/or federal
representatives and designees in the performance of their duties. Unless otherwise agreed
upon in writing, Contractor must provide specified data upon request by County, State, and/or
federal representatives and designees within ten (10) business days.
11.

PERFORMANCE STANDARDS AND OUTCOME MEASURES: The Contractor shall

comply with all applicable federal, State, and County policies and procedures relating to
performance standards and outcome measures, including but not limited to those performance
standards and outcome measures required by specific federal or State rules for entities
receiving their funding, those identified in Attachment X and performance standards and/or
outcome measures provided in the applicable MHSA Service Exhibits.

Performance standards andlor outcome measures will be used as part of the
determination of the effectiveness of the services delivered by Contractor.
12.

QUALITY MANAGEMENT PROGRAM:

Contractor shall establish and maintain a Quality Management Program.

Contractor's written Quality Management Program shall describe its quality assurance, quality
improvement and utilization review structure, process, decisions, actions and monitoring, in
accordance with the Department's Quality lmprovement Program Policy No. 105.1, to ensure
that the quality and appropriateness of care delivered to clients of the mental health system
meets or exceeds the established County, State, and federal service standards and complies
with the standards set by the State Department of Mental Health through the Performance
Contract andlor Mental Health Plan Agreement.
B.

The Contractor's Quality Management Program shall be consistent with

Department's Quality lmprovement Program Policy No. 105.1 including the Department's
Quality lmprovement Work Plan and participation in Service Area Quality Assurance and
Quality lmprovement Committee meetings as outlined in Policy No. 105.1.
C.

The Contractor's Quality Management Program shall be consistent with the

Department's Cultural Competency Plan.
D.

The Contractor's level of performance under this Agreement shall be evaluated

by the County no less than annually.

Failure to meet performance standards may place

Contractor's Agreement in jeopardy; performance deficits that are not remedied will be reported
to the Board of Supervisors. The report shall include improvementlcorrective action measures
taken by the County and Contractor.

If improvement does not occur consistent with the

corrective action measures, County may terminate this Agreement or invoke other remedies as
specified in this Agreement.
13.

RECORDS AND AUDITS:

Records:
(1)

Direct Services and Indirect Services Records: Contractor shall maintain

a record of all direct services and indirect services rendered by all professional,
para-professional, intern, student, volunteer and other personnel under this Agreement in
sufficient detail to permit an evaluation and audit of such services. All such records shall be
retained, maintained, and made available within three (3) business days for inspection, review,
andlor audit by authorized representatives and designees of County, State, andlor federal
governments during the term of this Agreement and during the applicable period of records
retention. In the event any records are located outside Los Angeles County, Contractor shall

pay County for all travel, per diem, and other costs incurred by County for any inspection,
review, andlor audit at such other location. In addition to the general requirements in this
Paragraph 13, Contractor shall comply with any additional patientlclient record requirements
described in the Service Exhibit(s) and shall adequately document the delivery of all services
described in the Service Exhibit@).
(a)

PatientlClient Records (Direct Services):

Contractor shall

maintain treatment and other records for each individual patientlclient of all direct services (e.g.,
24-hour services, day services, targeted case management, mental health services, medication
support, and crisis intervention) in accordance with all applicable County, State and federal
requirements. Treatment and other records shall include, but not be limited to, patientlclient
identification number, patientlclient face sheet, all data elements required by the County's
claims processing information system, consent for treatment form, initial evaluation form,
treatment plan, progress notes and discharge summary. All patientlclient records shall be
maintained by Contractor at a location in Los Angeles County for a minimum period that is at
least equivalent to the later of any of the following:
1)

Seven (7) years following discharge of the patientlclient or

termination of services;
For un-emancipated minors, one (1) year after such minor
2)
has reached the age of 18 years and in any case not less than seven (7) years;
3)

Three years after completion of all County, State andlor

Three (3) years after the conclusion of any audit appeal

federal audits; or
andlor when audit findings are fully resolved.
During such retention period, all such records shall be available within three (3) business days
and open during County's normal business hours to authorized representatives and designees
of County, State, andlor federal governments for purposes of inspection, review, andlor audit.
Nothing in this paragraph shall limit Contractor's obligation to retain records for the period
described by law.
(b)

Case Manaaement Support Services. Outreach Services, and

Client Sup~ortiveServices Records (Indirect Services): Contractor shall maintain accurate and
complete program records of all indirect services (i.e., all services other than direct services) in
accordance with all applicable County, State and federal requirements. All program records
shall be maintained by Contractor at a location in Los Angeles County for a minimum period
that is at least equivalent to the later of any of the following:

Seven (7) years following the expiration or earlier

termination of this agreement;
2)

Three (3) years after completion of all County, State

Three (3) years after the conclusion of any audit appeal

andlor federal audits; or

andlor when audit findings are fully resolved.
During such retention period, all such records shall be available within three (3) business days
and open during County's normal business hours to authorized representatives and designees
of County, State, andlor federal governments for purposes of inspection andlor audit. Nothing
in this paragraph shall limit Contractor's obligation to retain records for the period described by
law.
(2)

Financial Records: Contractor shall prepare and maintain, on a current

basis, accurate and complete financial records of its activities and operations relating to this
Agreement in accordance with generally accepted accounting principles, with the procedures
set out in the State Department of Mental Health's Cost and Financial Reporting System
(CFRS) Instruction Manual, and with all applicable federal, State and County requirements,
guidelines, standards, and procedures. Minimum standards for accounting principles are set
forth in County's Auditor-Controller's Contract Accounting and Administration Handbook which
shall be furnished to Contractor by County upon request. The above financial records shall
include, but are not limited to:
(a)

Books of original entry and a general ledger.

(b)

Reports,

studies,

statistical

surveys

other

information

Contractor used to identify and allocate indirect costs. "Indirect costs" shall mean those costs
as described by the guidelines, standards, and procedures which may be provided by County in
writing to Contractor, the Centers for Medicare and Medicaid Provider Reimbursement Manual,
and the Federal Office of Management and Budget Circular A-122 (Cost principles for non-profit
organizations).
(c)

Bronzan-McCorquodaleICounty

statistics

and

total

facility

utilization information (e.g., patient days, visits) which can be identified by type of service
pursuant to any policies and procedures which may be provided by County in writing to
Contractor.
(d)

A listing of all County remittances received.

(e)

Patientlclient financial folders clearly documenting:

Contractor's determination of patient'slclient's eligibility for
1)
Medi-Cal, medical insurance and any other third party payer coverage; and
Contractor's reasonable efforts to collect charges from the
2)
patientlclient, his responsible relatives, and any other third party payer.
(f)

Individual patientlclient ledger cards indicating the type and

amount of charges incurred and payments by source and service type.
(g)

(3)

Employment records.

The entries in all of the above financial records must be readily traceable

to applicable source documentation (e.g., remittance invoices, vendor invoices, employee
timecards signed by employee and countersigned by supervisor in ink, subsidiary ledgers and
journals, appointment logs, patient ledger cards, etc.). Any apportionment of costs shall be
made in accordance with the requirements of the State Department of Mental Health Cost and
Financial Reporting System (CFRS) Instruction Manual, the Federal Centers for Medicare and
Medicaid Provider Reimbursement Manual Parts 1 and 2 (Publications #15-1 and #15-2), and
Los Angeles County DMH Organizational Provider's Manual for Specialty Mental Health
Services under the Rehabilitation Option and Targeted Case Management Services. All such
records shall be maintained by Contractor at a location in Los Angeles County for a minimum
period that is at least equivalent to the later of any of the following:
(a)

Seven (7) years following the expiration or earlier termination of

(b)

Three years after completion of all County, State andlor federal

(c)

Three (3) years after the conclusion of any audit appeal andlor

this agreement;
audits; or
when audit findings are fully resolved.
During such retention period, all such records shall be available within three (3) business days
and open during County's normal business hours to authorized representatives and designees
of County, State, andlor federal governments for purposes of inspection, review, andlor audit.
Such access shall include access to individuals with knowledge of financial records and
Contractor's outside auditors, and regular and special reports from Contractor. In the event any
records are located outside Los Angeles County, Contractor shall pay County for all travel, per
diem, and other costs incurred by County for any inspection or audit at such other location.
(4)

Preservation of Records: If, following termination of this Agreement,

Contractor's facility(ies) is (are) closed or if majority ownership of Contractor changes, then
within forty-eight hours of closure or ownership change, Director of SDMH and Director shall be

notified in writing by Contractor of all arrangements made by Contractor for preservation of all
the patientlclient, financial, and other records referred to in this Paragraph 13.

Audits:

(1)

Contractor shall provide County and its authorized representatives

access to and the right to examine, audit, excerpt, copy, or transcribe, any pertinent
transaction, activity, time cards, or any other records relating to this Agreement.
(2)

County may, in its sole discretion, perform periodic fiscal and/or program

review@) of Contractor's records that relate to this Agreement. If County determines that the
results of any such reviews indicate the need for corrective action, Contractor shall within 30
calendar days after receiving the findings of the fiscal andlor program review, either (a) submit
a corrective plan of action to DMH, or (b) request a review by the Director. If Contractor
requests a review by the Director within the 30 calendar days, and if a corrective plan of action
is then required, Contractor shall have 30 calendar days to submit its corrective plan of action.
(3)

Audit Reports: In the event that any audit of any or all aspects of this

Agreement is conducted by any federal or State auditor, or by any auditor or accountant
employed by Contractor or otherwise, then Contractor shall file a copy of such audit report(s)
with DMH's Contracts Development and Administration Division within 30 calendar days of
Contractor's receipt thereof, unless otherwise provided by applicable federal or State law or
under this Agreement. Contractor shall promptly notify County of any request for access to
information related to this Agreement by any other governmental agency.
(4)

State Department of Mental Health Access to Records:

Contractor

agrees that for a period of seven (7) years or until three (3) years after final audit is completed
including appeals, which ever occurs later, following the furnishing of services under this
Agreement, Contractor shall maintain and make available to the State Department of Mental
Health, the Secretary of the United States Department of Health and Human Services or the
Controller General of the United States, and any other authorized federal and State agencies,
or to any of their duly authorized representatives, the contracts, books, documents and records
of Contractor which are necessary to verify the nature and extent of the cost of services
hereunder.

Furthermore, if Contractor carries out any of the services provided hereunder

through any subcontract with a value or cost of TEN THOUSAND DOLLARS ($10,000) or more
over a 12-month period with a related organization (as that term is defined under federal law),
Contractor agrees that each such subcontract shall provide for such access to the subcontract,
books, documents and records of the subcontractor as provided in Paragraph 10 and in this
Paragraph 13.

(5)

Federal Access to Records: Grant-funded programs require audits and

compliance with federal guidelines pursuant to Circular A-133 issued by the Federal Office of
Management and Budgets (OMB), If, and to the extent that, Section 1861(v)(l)(l) of the Social
Security Act (42 United States Code Section 1395x(v)(l)(l)) is applicable, Contractor agrees
that for a period of seven (7) years following the furnishing of services under this Agreement, or
three (3) years after final audit is completed including appeals, whichever is later, Contractor
shall maintain and make available to the Secretary of the United States Department of Health
and Human Services or the Controller General of the United States, or to any of their duly
authorized representatives, the contracts, books, documents and records of Contractor which
are necessary to verify the nature and extent of the cost of services hereunder. Furthermore, if
Contractor carries out any of the services provided hereunder through any subcontract with a
value or cost of TEN THOUSAND DOLLARS ($10,000) or more over a 12-month period with a
related organization (as that term is defined under federal law), Contractor agrees that each
such subcontract shall provide for such access to the subcontract, books, documents and
records of the subcontractor as provided in Paragraph 10 and in this Paragraph 13.
14.

REPORTS:
A.

Contractor shall make reports as required by Director or by State regarding

Contractor's activities and operations as they relate to Contractor's performance of this
Agreement. In no event may County require such reports unless it has provided Contractor
with at least 30 calendar days' prior written notification. County shall provide Contractor with a
written explanation of the procedures for reporting the required information.
B.

Income Tax Withholding:

Upon Director's request, Contractor shall provide

County with certain documents relating to Contractor's income tax returns and employee
income tax withholding. These documents shall include, but are not limited to:
(1)

A copy of Contractor's federal and State quarterly income tax withholding

returns (i.e., Federal Form 941 andlor State Form DE-3 or their equivalents).
A copy of a receipt for, or other proof of payment of, each employee's
(2)
federal and State income tax withholding, whether such payments are made on a monthly or
quarterly basis.
C.

Countv Claims Processinq Information Svstem:

Notwithstanding any other provision of this Agreement, only units of
(1)
service submitted by Contractor into the County's claims processing information system shall
be counted as delivered units of service.

(2)

Notwithstanding any other provision of this Agreement, the only units of

service which shall be considered valid and reimbursable at Annual Cost Report Reconciliation
and Settlement, Cost Report Audit Settlement, or at any other time otherwise shall be those
units of service that are submitted by Contractor into the County's claims processing
information system by the County's year-end cutoff date in accordance with the terms of this
Agreement and its attachments thereto, including but not limited to Attachment 11, Financial
Exhibit A (Financial Provisions), and which are not voided, replaced andlor denied for any
reason, except due to the fault of the County.

Notwithstanding any other provision of this

Agreement, claims entered into the County's claim processing information system shall be
attributed to a specific Funded Program and Subprogram based upon the plan identified by
Contractor when submitting the claim into the County's claims processing information system.
(3)

Contractor shall train its staff in the operation, procedures, policies, and

all related use, of the County's claims processing information system as required by County.
County shall train Contractor's designated trainer in the operation, procedures, policies, and all
related use of the County's information system.
15.

CONFIDENTIALITY: Contractor shall maintain the confidentiality of all records and

information, including, but not limited to, claims, County records, patientlclient records and
information, and County claims processing information system records, in accordance with WIC
Sections 5328 through 5330, inclusive, and all other applicable County, State, and federal laws,
ordinances, rules, regulations, manuals, guidelines, and directives, relating to confidentiality
and privacy. Contractor shall require all its officers, employees, and agents providing services
hereunder to acknowledge, in writing, understanding of, and agreement to fully comply with, all
such confidentiality and privacy provisions.

Contractor shall indemnify and hold harmless

County, its officers, employees, and agents, from and against any and all loss, damage, liability,
and expense arising from any disclosure of such records and information by Contractor, its
officers, employees, or agents.
Contractor shall sign and adhere to the provisions of the "Contractor Acknowledgement
and Confidentiality Agreement", Attachment XI -1.
16.

PATIENTS'ICLIENTS' RIGHTS:

Contractor shall comply with

all applicable

patients'lclients' rights provisions, including, but not limited to, WIC Section 5325
Title 9, Section 850 g
t

sea.,and

CCR Title 22.

a sea.,CCR

Further, Contractor shall comply with all

patients'lclients' rights policies provided by County. County Patients' Rights Advocates shall be
given access by Contractor to all patientslclients, patients'lclients' records, and Contractor's

personnel in order to monitor Contractor's compliance with all applicable statutes, regulations,
manuals and policies.
17.

REPORTING

PATIENTICLIENT ABUSE

AND

PERSONNEL

REQUIREMENTS:
Elders and Dependent Adults Abuse: Contractor, and all persons employed or

subcontracted by Contractor, shall comply with WIC Section 15600 & seq.and shall report all
known or suspected instances of physical abuse of elders and dependent adults under the care
of Contractor either to an appropriate County adult protective services agency or to a local law
enforcement agency, as mandated by WIC Sections 15630, and permitted by Sections 15631
and 15632. Contractor and all persons employed or subcontracted by Contractor shall make the
report on such abuse, and shall submit all required information, in accordance with WIC
Sections 15630,15633 and 15633.5.
Minor Children Abuse: Contractor and all persons employed or subcontracted by

Contractor, shall comply with California Penal Code Section 11164 & seq.and shall report all
known or suspected instances of child abuse to an appropriate child protective agency, as
mandated by California Penal Code Sections 11164, 11165.8 and 11166. Contractor and all
persons employed or subcontracted by Contractor, shall make the report on such abuse, and
shall submit all required information, in accordance with California Penal Code Sections 11166
and 11167.
C.

Contractor Staff:

Contractor shall assure that any person who enters into employment as a
(1)
care custodian of elders, dependent adults or minor children, or who enters into employment as

a health or other practitioner, prior to commencing employment, and as a prerequisite to that
employment, shall sign on a form provided by Contractor in accordance with the above code
sections a statement to the effect that such person has knowledge of, and will comply with,
these code sections.
(2)

Contractor shall assure that clerical and other non-treatment staff who

are not legally required to report suspected cases of abuse, consult with mandated reporters
upon suspecting any abuse.
(3)

For the safety and welfare of elders, dependent adults, and minor

children, Contractor shall, to the maximum extent permitted by law, ascertain arrest and
conviction records for all current and prospective employees and shall not employ or continue to
employ any person convicted of any crime involving any harm to elders, dependent adults, or
minor children.

(4)

Contractor shall not employ or continue to employ any person whom

Contractor knows, or reasonably suspects, has committed any acts which are inimical to the
health, morals, welfare, or safety of elders, dependent adults or minor children, or which
otherwise make it inappropriate for such person to be employed by Contractor.
18.

NONDISCRIMINATION IN SERVICES:
A.

Contractor shall not discriminate in the provision of services hereunder because

of race, religion, national origin, ancestry, gender, age, marital status, sexual orientation andlor
physical or mental handicap or medical conditions (except to the extent clinically appropriate), in
accordance with requirements of federal and State law. For the purpose of this Paragraph 18,
discrimination in the provision of services may include, but is not limited to, the following:
.

denying any person any service or benefit or the availability of a facility; providing any service or
benefit to any person which is different or is provided in a different manner or at a different time
from that provided to others; subjecting any person to segregation or separate treatment in any
matter related to the receipt of any service; restricting any person in any way in the enjoyment
of any advantage or privilege enjoyed by others receiving any service or benefit; and treating
any person differently from others in determining admission, enrollment, eligibility, membership,
or any other requirement or condition which persons must meet in order to be provided any
service or benefit. Contractor shall take affirmative steps to ensure that those persons who
qualify for services under this Agreement are provided services without regard to ability to pay
or source of payment, race, religion, national origin, ancestry, gender, age, marital status,
sexual orientation andlor physical or mental handicap, or medical conditions.

Contractor shall establish and maintain written complaint procedures under

which any person applying for or receiving any services under this Agreement may seek
resolution from Contractor of a complaint with respect to any alleged discrimination in the
rendering of services by Contractor's personnel. Such procedures shall also include a provision
whereby any such person, who is dissatisfied with Contractor's resolution of the matter, shall be
referred by Contractor to Director for the purpose of presenting his complaint of the alleged
discrimination. Such complaint procedures shall also indicate that if such person is not satisfied
with County's resolution or decision with respect to the complaint of alleged discrimination, such
person may appeal the matter to the State, if appropriate.
C.

If direct services (e.g.,

24-hour services, day services, targeted case

management, mental health services, medication support, and crisis intervention) are provided
hereunder, Contractor shall have admission policies which are in accordance with CCR Title 9,
Sections 526 and 527, and which shall be in writing and available to the public. Contractor shall

not employ discriminatory practices in the admission of any person, assignment of
accommodations, or otherwise.

Any time any person applies for services under this

Agreement, such person shall be advised by Contractor of the complaint procedures described
in the above paragraph. A copy of such complaint procedures shall be posted by Contractor in
each of Contractor's facilities where services are provided under this Agreement in a
conspicuous place, available and open to the public.
19.

NONDISCRIMINATION IN EMPLOYMENT:
A.

Contractor certifies and agrees that all persons employed by it, its affiliates,

subsidiaries, or holding companies are and will be treated equally by it without regard to, or
because of, race, color, religion, national origin, ancestry, gender, age, marital status, sexual
orientation, condition of physical disability (including HIV and AIDS) or mental disability, medical
condition (e.g., cancer), denial of family care leave, or political affiliation, and in compliance with
all applicable federal and State anti-discrimination laws and regulations.

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 take affirmative steps to ensure that qualified applicants are

employed, and that employees are treated during employment without regard to race, color,
religion, national origin, ancestry, gender, age, marital status, sexual orientation, condition of
physical disability (including HIV and AIDS) or mental disability, medical condition (e.g., cancer),
denial of family care leave, or political affiliation. Such treatment shall include, but is not limited
to, the following actions: employment, promotion, demotion, transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation, selection for
training, including apprenticeship, and granting or denying family care leave. Contractor shall
not discriminate against or harass, nor shall it permit harassment of, its employees during
employment based upon race, color, religion, national origin, ancestry, gender, age, marital
status, sexual orientation, condition of physical disability (including HIV and AIDS) or mental
disability, medical condition (e.g., cancer), denial of family care leave, or political affiliation in
compliance with all applicable federal and State anti-discrimination laws and regulations.
Contractor shall insure that the evaluation and treatment of its employees and applicants for
employment are free from such discrimination and harassment, and will comply with the

provisions of the Fair Employment and Housing Act (Government Code section 12990 gt

sea.)

and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2,
Section 7285.0 gt seq.).
C.

Contractor shall deal with its subcontractors, bidders, or vendors without regard

to or because of race, color, religion, national origin, ancestry, gender, age, marital status,
sexual orientation, condition of physical disability (including HIV and AIDS) or mental disability,
medical condition (e.g., cancer), denial of family care leave, or political affiliation. Further,
Contractor shall give written notice of its obligations under this Paragraph 19 to labor
organizations with which it has a collective bargaining or other agreement.
D.

Contractor shall allow County representatives access to its employment records

during regular business hours to verify compliance with the provisions of this Paragraph 19
when so requested by Director.
E.

If County finds that any of the above provisions has been violated, the same

shall constitute a material breach of this Agreement upon which County may immediately
terminate or suspend this Agreement.

The County reserves the right to determine

independently that the anti-discrimination provisions of this Agreement have been violated. In
addition, a determination by the California Fair Employment Practices Commission or the
Federal Equal Employment Opportunity Commission that Contractor has violated State or
federal anti-discrimination laws or regulations shall constitute a finding by County that
Contractor has violated the anti-discrimination provisions of this Agreement.
F.

In the event that Contractor violates any of the anti-discrimination provisions of

this Paragraph 19, County shall be entitled, at its option, to the sum of FIVE HUNDRED
DOLLARS ($500) pursuant to California Civil Code Section 1671 as liquidated damages in lieu
of terminating or suspending this Agreement.
20.

FAIR LABOR STANDARDS: Contractor shall comply with all applicable provisions of

the Federal Fair Labor Standards Act, and shall indemnify, defend, and hold harmless County,
its officers, employees, and agents, from any and all liability, including, but not limited to,
wages, overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising
under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards
Act, for services performed by Contractor's employees for which County may be found jointly or
solely liable.
21.

INDEMNIFICATION AND INSURANCE:
A.

Indemnification:

Contractor shall indemnify, defend and hold harmless the

County, its Special Districts, elected and appointed officers, employees, and agents from and

against any and all liability, including but not limited to demands, claims, actions, fees, costs,
and expenses (including attorney and expert witness fees), arising from or connected with the
Contractor's acts andlor omissions arising from and/or relating to this Agreement.
B.

General Provisions for all Insurance Coveraae:

Without limiting Contractor's

indemnification of County, and in the performance of this Agreement and until all of its
obligations pursuant to this Agreement have been met, Contractor shall provide and maintain at
its own expense insurance coverage satisfying the requirements specified in Subparagraphs B.
and C. of this Paragraph 21. These minimum insurance coverage terms, types and limits (the
"Required lnsurance") also are in addition to and separate from any other contractual obligation
imposed upon Contractor pursuant to this Agreement. The County in no way warrants that the
Required lnsurance is sufficient to protect the Contractor for liabilities which may arise from or
relate to this Agreement.
(1)

Evidence of Coveraqe and Notice to County

Certificate@) of insurance coverage (Certificate) satisfactory to
(a)
County, and a copy of an Additional lnsured endorsement confirming County and its Agents
(defined below) has been given Insured status under the Contractor's General Liability policy,
shall be delivered to County at the address shown below and provided prior to commencing
services under this Agreement.
Renewal Certificates shall be provided to County not less than
(b)
10 days prior to Contractor's policy expiration dates. The County reserves the right to obtain
complete, certified copies of any required Contractor andlor Subcontractor insurance policies at
any time.
(C)

Certificates shall identify all Required Insurance coverage types

and limits specified herein, reference this Agreement by name or number, and be signed by an
authorized representative of the insurer(s). The lnsured party named on the Certificate shall
match the name of the Contractor identified as the contracting party in this Agreement.
Certificates shall provide the full name of each insurer providing coverage, its NAlC (National
Association of lnsurance Commissioners) identification number, its financial rating, the amounts
of any policy deductibles or self-insured retentions exceeding fifty thousand ($50,000.00)
dollars, and list any County required endorsement forms.
Neither the County's failure to obtain, nor the County's receipt
(dl
of, or failure to object to a non-complying insurance certificate or endorsement, or any other
insurance documentation or information provided by the Contractor, its insurance broker(s)
and/or insurer(s), shall be construed as a waiver of any of the Required lnsurance provisions.

Certificates and copies of any required endorsements shall be sent to:
Los Angeles County - Department o f Mental Health
Contracts Development and Administration Division
550 S. Vermont Ave., 5thFloor
Los Angeles, CA 90020
Contractor also shall promptly report to County any injury or property damage accident
or incident, including any injury to a Contractor employee occurring on County property, and
any loss, disappearance, destruction, misuse, or theft of County property, monies or securities
entrusted to Contractor. Contractor also shall promptly notify County of any third party claim or
suit filed against Contractor or any of its Sub-Contractors which arises from or relates to this
Agreement, and could result in the filing of a claim or lawsuit against Contractor andlor County.

(2)

Additional Insured Status and S c o ~ e
of Coveraqe
The County of Los Angeles, its Special Districts, Elected Officials,

Officers, Agents, Employees and Volunteers (collectively County and its Agents) shall be
provided additional insured status under Contractor's General Liability policy with respect to
liability arising out of Contractor's ongoing and completed operations performed on behalf of the
County. County and its Agents additional insured status shall apply with respect to liability and
defense of suits arising out of the Contractor's acts or omissions, whether such liability is
attributable to the Contractor or to the County. The full policy limits and scope of protection
also shall apply to the County and its Agents as an additional insured, even if they exceed the
County's minimum Required lnsurance specifications herein. Use of an automatic additional
insured endorsement form is acceptable providing it satisfies the Required lnsurance provisions
herein.

(3)

Cancellation of or Chanqes in Insurance

Contractor shall provide County with, or Contractor's insurance policies shall
contain a provision that County shall receive, written notice of cancellation or any change in
Required Insurance, including insurer, limits of coverage, term of coverage or policy period.
The written notice shall be provided to County at least ten (10) days in advance of cancellation
for non-payment of premium and thirty (30) days in advance for any other cancellation or policy
change.

Failure to provide written notice of cancellation or any change in Required lnsurance

may constitute a material breach of the Contract, in the sole discretion of the County, upon
which the County may suspend or terminate this Contract.
1
1

(4)

Failure to Maintain lnsurance
Contractor's failure to maintain or to provide acceptable evidence that it

maintains the Required lnsurance shall constitute a material breach of the Contract, upon which
County immediately may withhold payments due to Contractor, and/or suspend or terminate this
Contract. County, at its sole discretion, may obtain damages from Contractor resulting from
said breach. Alternatively, the County may purchase the Required Insurance, and without
further notice to Contractor, deduct the premium cost from sums due to Contractor or pursue
Contractor reimbursement.

(5)

Insurer Financial Ratinas
Coverage shall be placed with insurers acceptable to the County with

A.M. Best ratings of not less than A:VII unless otherwise approved by County.
(6)

Contractor's lnsurance Shall Be Primary
Contractor's insurance policies, with respect to any claims related to this

Agreement, shall be primary with respect to all other sources of coverage available to
Contractor. Any County maintained insurance or self-insurance coverage shall be in excess of
and not contribute to any Contractor coverage.
(7)

Waivers of Subroqation
To the fullest extent permitted by law, the Contractor hereby waives its

rights and its insurer(s)' rights of recovery against County under all the Required lnsurance for
any loss arising from or relating to this Agreement. The Contractor shall require its insurers to
execute any waiver of subrogation endorsements which may be necessary to effect such
waiver.
(8)

Subcontractor lnsurance Coveraae Requirements
Contractor shall

include

all

Subcontractors as

insureds under

Contractor's own policies, or shall provide County with each Subcontractor's separate evidence
of insurance coverage.

Contractor shall be responsible for verifying each Subcontractor

complies with the Required lnsurance provisions herein, and shall require that each
Subcontractor name the County and Contractor as additional insureds on the Subcontractor's
General Liability policy. Contractor shall obtain County's prior review and approval of any
Subcontractor request for modification of the Required Insurance.
(9)

Deductibles and Self-Insured Retentions (SIRS)
Contractor's policies shall not obligate the County to pay any portion of

any Contractor deductible or SIR. The County retains the right to require Contractor to reduce
or eliminate policy deductibles and SIRS as respects the County, or to provide a bond

guaranteeing Contractor's payment of all deductibles and SIRS, including all related claims
investigation, administration and defense expenses.

Such bond shall be executed by a

corporate surety licensed to transact business in the State of California.
(10)

Claims Made Coveraqe
If any part of the Required lnsurance is written on a claims made basis,

any policy retroactive date shall precede the effective date of this Agreement. Contractor
understands and agrees it shall maintain such coverage for a period of not less than three (3)
years following Agreement expiration, termination or cancellation.
(11)

Application of Excess Liabilitv Coveraae
Contractors may use a combination of primary, and excess insurance

policies which provide coverage as broad as ("follow form" over) the underlying primary policies,
to satisfy the Required lnsurance provisions.
(12)

Separation of Insureds
All liability policies shall provide cross-liability coverage as would be

afforded by the standard I S 0 (Insurance Services Office, Inc.) separation of insureds provision
with no insured versus insured exclusions or limitations.
(13)

Alternative Risk Financina Proarams
The County reserves the right to review, and then approve, Contractor

use of self-insurance, risk retention groups, risk purchasing groups, pooling arrangements and
captive insurance to satisfy the Required lnsurance provisions. The County and its Agents
shall be designated as an Additional Covered Party under any approved program.
(14)

Countv Review and Approval of lnsurance Reauirements
The County reserves the right to review and adjust the Required

lnsurance provisions, conditioned upon County's determination of changes in risk exposures.
C.

Insurance Coveraae
(1)

Commercial General Liability insurance (providing scope of coverage

equivalent to I S 0 policy form CG 00 OI), naming County and its Agents as an additional
insured, with limits of not less than:

(2)

General Aggregate:

$2 million

Products/Completed Operations Aggregate:

$1 million

Personal and Advertising Injury:

$1 million

Each Occurrence:

$1 million

Automobile Liability insurance (providing scope of coverage equivalent to

I S 0 policy form CA 00 01) with limits of not less than $1 million for bodily injury and property

damage, in combined or equivalent split limits, for each single, accident. lnsurance shall cover
liability arising out of Contractor's use of autos pursuant to this Agreement, including owned,
leased, hired, andlor non-owned autos, as each may be applicable.
Workers Compensation and Emplovers' Liability insurance or qualified
(3)
self-insurance satisfying statutory requirements, which includes Employers' Liability coverage
with limits of not less than $1 million per accident. If Contractor will provide leased employees,
or, is an employee leasing or temporary staffing firm or a professional employer organization
(PEO), coverage also shall include an Alternate Employer Endorsement (providing scope of
coverage equivalent to I S 0 policy form WC 00 03 01 A) naming the County as the Alternate
Employer, and the endorsement form shall be modified to provide that County will receive not
less than thirty (30) days advance written notice of cancellation of this coverage provision. If
applicable to Contractor's operations, coverage also shall be arranged to satisfy the
requirements of any federal workers or workmen's compensation law or any federal
occupational disease law.
(4)

Uniaue lnsurance Coveraqe
(a)

Sexual Misconduct Liability
lnsurance covering actual or alleged claims for sexual misconduct

andlor molestation with limits of not less than $2 million per claim and $2 million aggregate, and
claims for negligent employment, investigation, supervision, training or retention of, or failure to
report to proper authorities, a person(s) who committed any act of abuse, molestation,
harassment, mistreatment or maltreatment of a sexual nature.
(b)

Professional LiabilitvlErrors and Omissions
lnsurance covering Contractor's liability arising from or related to

this Contract, with limits of not less than $1 million per claim and $3 million aggregate. Further,
Contractor understands and agrees it shall maintain such coverage for a period of not less than
three (3) years following this Agreement's expiration, termination or cancellation.
(c)

Property Coveraqe
Contractors given exclusive use of County owned or leased

property shall carry property coverage at least as broad as that provided by the IS0 special
causes of loss (IS0 policy form CP 10 30) form. The County and its Agents shall be named as
an Additional Insured and Loss Payee on Contractor's insurance as its interests may appear.
Automobiles and mobile equipment shall be insured for their actual cash value. Real property
and all other personal property shall be insured for their full replacement value.

22.

WARRANTY AGAINST CONTINGENT FEES: Contractor warrants that no person or

selling agency has been employed or retained to solicit or secure this Agreement upon any
agreement or understanding for any commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies
maintained by Contractor for the purpose of securing business. For Contractor's breach or
violation of this warranty, County may, in its sole discretion, deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee.
23.

CONFLICT OF INTEREST:

No County employee whose position in County enables such employee to

influence the award or administration of this Agreement or any competing agreement, and no
spouse or economic dependent of such employee, shall be employed in any capacity by
Contractor or have any direct or indirect financial interest in this Agreement.

No officer or

employee of Contractor who may financially benefit from the provision of services hereunder
shall in any way participate in County's approval, or ongoing evaluation, of such services, or in
any way attempt to unlawfully influence County's approval or ongoing evaluation of such
services.
B.

Contractor shall comply with all conflict of interest laws, ordinances and

regulations now in effect or enacted during the term of this Agreement. Contractor warrants
that it is not now aware of any facts which create a conflict of interest. If Contractor hereafter
becomes aware of any facts which might reasonably be expected to create a conflict of interest,
it shall immediately make full written disclosure of such facts to County. Full written disclosure
shall include, without limitation, identification of all persons implicated and complete description
of all relevant circumstances. Failure to comply with the provisions of this sub-paragraph shall
be a material breach of this Agreement.
24.

UNLAWFUL SOLICITATION:

Contractor shall require all of its employees to

acknowledge, in writing, understanding of and agreement to comply with the provisions of
Article 9 of Chapter 4 :of Division 3 (commencing with Section 6150) of California Business and
Professions Code (i.e., State Bar Act provisions regarding unlawful solicitation as a runner or
capper for attorneys) and shall take positive and affirmative steps in its performance hereunder
to insure that there is no violation of such provisions by its employees. Contractor shall utilize
the attorney referral services of all those bar associations within the County of Los Angeles that
have such a service.

25.

INDEPENDENT STATUS OF CONTRACTOR:
A.

This Agreement is by and between County and Contractor and is not intended,

and shall not be construed, to create the relationship of agent, servant, employee, partnership,
joint venture, or association, as between County and Contractor. The employees and agents of
one party shall not be, or be construed to be, the employees or agents of the other party for any
purpose whatsoever.

Contractor shall be solely liable and responsible for providing to, or on behalf of,

all persons performing work pursuant to this Agreement all compensation and benefits. County
shall have no liability or responsibility for the payment of any salaries, wages, unemployment
benefits, disability benefits, federal, State, or local taxes, or other compensation, benefits, or
taxes for any personnel provided by or on behalf of Contractor.
C.

Contractor understands and agrees that all persons performing services

pursuant to this Agreement are, for purposes of workers' compensation liability, the sole
employees of Contractor and not employees of County. Contractor shall be solely liable and
responsible for furnishing any and all workers' compensation benefits to any person as a result
of any injuries arising from or connected with any services performed by or on behalf of
Contractor pursuant to this Agreement.

Contractor shall obtain and maintain on file an executed Contractor Employee

Acknowledgement And Confidentiality Agreement, in the form as contained in Attachment XI -

2 for this Agreement, for each of its employees performing services under this Agreement.
Such Acknowledgments shall be executed by each such employee and non-employee on or
immediately after the commencement date of this Agreement but in no event later than the date
such employee first performs services under this Agreement.

26.

CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFF OR

FORMER COUNTY EMPLOYEES ON A REEMPLOYMENT LIST: Should Contractor require
additional or replacement personnel after the effective date of this Agreement to perform the
services set forth herein, Contractor shall give first consideration for such employment openings
to qualified permanent County employees who are targeted for layoff or qualified former County
employees who are on a reemployment list during the term of this Agreement.
27.

CONSIDERATION OF GREATER AVENUES FOR INDEPENDENCE (GAIN) OR

GENERAL

RELIEF OPPORTUNITIES FOR WORK

(GROW) PARTICIPANTS FOR

EMPLOYMENT:
A.

Should Contractor require additional or replacement personnel after the effective

date of this agreement, contractor shall give consideration for any such employment openings

to participants in the County's Department of Public Social Services' GAIN Program or GROW
Program who meet Contractor's minimum qualifications for the open position. If Contractor
decides to pursue consideration of GAlNlGROW participants for hiring, Contractor shall provide
information regarding job openings and job requirements to Department of Public Social
Services'

GAINIGROW staff

GAINGROW@dpss.lacounty.gov.

County will

refer

GAlNlGROW participants, by job category, to Contractor.

In the event that both laid-off County employees and GAlNlGROW participants

are available for hiring, County employees shall be given first priority.

28.

DELEGATION AND ASSIGNMENT BY CONTRACTOR:
A.

Contractor shall not assign its rights or delegate its duties under this Agreement,

or both, whether in whole or in part, without the prior written consent of County, in its discretion,
and any attempted assignment or delegation without such consent shall be null and void. For
purposes of this paragraph, County consent shall require a written amendment to this
Agreement, which is formally approved and executed by the parties. Any payments by County
to any approved delegate or assignee on any claim under this Agreement shall be deductible,
at County's sole discretion, against the claims which Contractor may have against County.

Shareholders, partners, members, or other equity holders of Contractor may

transfer, sell, exchange, assign, or divest themselves of any interest they may have in
Contractor.

However, in the event any such sale, transfer, exchange, assignment, or

divestment is effected in such a way as to give majority control of Contractor to any person(s),
corporation, partnership, or entity other than the majority controlling interest therein at the time
of execution of this Agreement, such disposition shall be deemed an assignment requiring the
prior written consent of County in accordance with applicable provisions of this Agreement.
C.

Any assumption, assignment, delegation, or takeover of any of the Contractor's

duties, responsibilities, obligations, or performance of same by any entity other than the
Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other
mechanism, with or without consideration for any reason whatsoever without County's express
prior written approval, shall be a material breach of this Agreement which may result in the
termination of this Agreement. In the event of such termination, County shall be entitled to
pursue the same remedies against Contractor as it could pursue in the event of default by
Contractor.

29.

SUBCONTRACTING:
A.

No performance of this Agreement, or any portion thereof, shall be

subcontracted by Contractor without the prior written consent of County as provided in this

Paragraph 29.

Any attempt by Contractor to subcontract any performance, obligation, or

responsibility under this Agreement, without the prior written consent of County, shall be null
and void and shall constitute a material breach of this Agreement. Notwithstanding any other
provision of this Agreement, in the event of any such breach by Contractor, this Agreement may
be terminated forthwith by County. Notwithstanding any other provision of this Agreement, the
parties do not in any way intend that any person or entity shall acquire any rights as a third
party beneficiary of this Agreement.

If Contractor desires to subcontract any portion of its performance, obligations,

or responsibilities under this Agreement, Contractor shall make a written request to County for
written approval to enter into the particular subcontract. Contractor's request to County shall
include:
(1)

The reasons for the particular subcontract.

(2)

A detailed description of the services to be provided by the subcontract.

(3)

Identification of the proposed subcontractor and an explanation of why

and how the proposed subcontractor was selected, including the degree of competition
involved.
(4)

A description of the proposed subcontract amount and manner of

compensation, together with Contractor's cost or price analysis thereof.
(5)

A copy of the proposed subcontract which shall contain the following

provision:
"This contract is a subcontract under the terms of the prime contract with the
County of Los Angeles and shall be subject to all of the provisions of such prime
contract."
A copy of the proposed subcontract, if in excess of $10,000 and utilizes
(6)
public funds, shall also contain the following provision:
"The contracting parties shall be subject to the examination and audit of the
State Auditor, pursuant to the California Government Code, Section 8546.7.for a
period of seven (7) years from the end of the Fiscal Year in which such services
were provided or until final resolution of any audits, whichever occurs later."
Further, the Contractor will also be subject to the examination and audit
of the State Auditor, pursuant to the Government Code, Section 8546.7, for a period of seven
(7) years from the end of the Fiscal Year in which such services were provided or until final
resolution of any audits, which ever occurs later.
(7)

Any other information andlor certifications requested by County.

County shall review Contractor's request to subcontract and shall determine, in

its sole discretion, whether or not to consent to such request on a case-by-case basis.

Contractor shall indemnify and hold harmless County, its officers, employees,

and agents, from and against any and all liability, damages, costs, and expenses, including, but
not limited to, defense costs and legal fees, arising from or related to Contractor's use of any
subcontractor, including any officers, employees, or agents of any subcontractor, in the same
manner as required for Contractor, its officers, employees, and agents, under this Agreement.

Notwithstanding any County consent to any subcontracting, Contractor shall

remain fully liable and responsible for any and all performance required of it under this
Agreement, and no subcontract shall bind or purport to bind County. Further, County approval
of any subcontract shall not be construed to limit in any way Contractor's performance,
obligations, or responsibilities, to County, nor shall such approval limit in any way any of
County's rights or remedies contained in this Agreement. Additionally, County approval of any
subcontract shall not be construed in any way to constitute the determination of the allowability
or appropriateness of any cost or payment under this Agreement.
F.

In the event that County consents to any subcontracting, such consent shall be

subject to County's right to give prior and continuing approval of any and all subcontractor
personnel providing services under such subcontract.

Contractor shall assure that any

subcontractor personnel not approved by County shall be immediately removed from the
provision of any services under the particular subcontract or that other action is taken as
requested by County. County shall not be liable or responsible in any way to Contractor, to any
subcontractor, or to any officers, employees, or agents of Contractor or any subcontractor, for
any liability, damages, costs or expenses arising from or related to County's exercise of such
right.

In the event that County consents to any subcontracting, such consent shall be

subject to County's right to terminate, in whole or in part, any subcontract at any time upon
written notice to Contractor when such action is deemed by County to be in its best interest.
County shall not be liable or responsible in any way to Contractor, to any subcontractor, or to
any officers, employees, or agents of Contractor or any subcontractor, for any liability,
damages, costs, or expenses arising from or related to County's exercise of such right.

In the event that County consents to any subcontracting, each and all of the

provisions of this Agreement and any amendment thereto shall extend to, be binding upon, and
inure to the benefit of, the successors or administrators of the respective parties.

In the event that County consents to any subcontracting, such consent shall

apply to each particular subcontract only and shall not be, or be construed to be, a waiver of
this Paragraph 29 or a blanket consent to any further subcontracting.
J.

In the event that County consents to any subcontracting, Contractor shall be

solely liable and responsible for any and all payments andlor other compensation to all
subcontractors and their officers, employees, and agents. County shall have no liability or
responsibility whatsoever for any payment andlor other compensation for any subcontractors or
their officers, employees, and agents.
K.

Contractor shall deliver to the Chief of DMH's Contracts Development and

Administration Division a fully executed copy of each subcontract entered into by Contractor
pursuant to this Paragraph 29, on or immediately after the effective date of the subcontract but
in no event later than the date any services are performed under the subcontract.
L.

In the event that County consents to any subcontracting, Contractor shall obtain

and maintain on file an executed Contractor Non-Employee Acknowledgement And
Confidentiality Agreement, in the form as contained in Attachment XI - 3 of this Agreement, for
each of the subcontractor's employees performing services under the subcontract.

Such

Acknowledgments shall be obtained and maintained on file and made available upon request
on or immediately after the commencement date of the particular subcontract but in no event
later than the date such employee first performs any services under the subcontract.
M.

County shall have no liability or responsibility whatsoever for any payment or

other compensation for any subcontractor or its officers, employees, and agents.

Director or his designee is hereby authorized to act for and on behalf of County

pursuant to this Paragraph 29, including, but not limited to, consenting to any subcontracting.
30.

GOVERNING LAW, JURISDICTION AND VENUE: This Agreement shall be governed

by, and construed in accordance with, the laws of the State of California. Contractor agrees
and consents to the exclusive jurisdiction of the courts of the State of California for all purposes
regarding this Agreement and further agrees and consents that venue of any action brought
hereunder shall be exclusively in the County of Los Angeles, California.

Further, this

Agreement shall be governed by, and construed in accordance with, all laws, regulations, and
contractual obligations of County under its agreement with the State.
31.

COMPLIANCE WITH APPLICABLE LAW:
A.

Contractor shall comply with all federal laws, including, but not limited to, Title

XIX of the Social Security Act, State, and local laws, ordinances, rules, regulations, manuals,
guidelines, Americans with Disabilities Act (ADA) standards, and directives applicable to its

performance hereunder.

Further, all provisions required thereby to be included in this

Agreement are hereby incorporated herein by reference.

Contractor shall indemnify and hold harmless County from and against any and

all liability, damages, costs or expenses, including, but not limited to, defense costs and
attorneys' fees, arising from or related to any violation on the part of Contractor, its officers,
employees, or agents, of any such federal, State or local laws, ordinances, rules, regulations,
manuals, guidelines, ADA standards, or directives.
C.

Contractor shall maintain in effect an active compliance program in accordance

with the recommendations set forth by the Department of Health and Human Services, Office of
the Inspector General.
D.

Dutv to Notifv: Contractor agrees to notify County of any and all legal complaints,

citations, enforcement proceedings, administrative proceedings, judgments or litigation, known
to Contractor, whether civil or criminal initiated against Contractor, its officers, employees, or
agents which are likely to have a material effect on the organization's stewardship, financial
position andlor ability to perform and deliver services under this contract.
32.

THIRD PARTY BENEFICIARIES:

Notwithstanding any other provision of this

Agreement, the parties do not in any way intend that any person or entity shall acquire any
rights as a third party beneficiary of this Agreement.

33.

LICENSES, PERMITS, REGISTRATIONS, ACCREDITATIONS. AND CERTIFICATES:
A.

Contractor shall obtain and maintain in effect during the term of this Agreement,

all licenses, permits, registrations, accreditations, and certificates (including, but not limited to,
certification

Short-DoyleIMedi-Cal

andlor

Medicare

provider

Title

XIX

Short-DoyleIMedi-Cal andlor Medicare services are provided hereunder), as required by all
federal, State, and local laws, ordinances, rules, regulations, manuals, guidelines, and
directives, which are applicable to Contractor's facility(ies) and services under this Agreement.
Contractor shall further ensure that all of its officers, employees, and agents, who perform
services hereunder, shall obtain and maintain in effect during the term of this Agreement all
licenses, permits, registrations, accreditations, and certificates which are applicable to their
performance hereunder. A copy of each such license, permit, registration, accreditation, and
certificate (including, but not limited to, certification as a Short-DoylelMedi-Cal andlor Medicare
provider if Title XIX Short-DoyleIMedi-Cal andlor Medicare services are provided hereunder) as
required by all applicable federal, State, and local laws, ordinances, rules, regulations, manuals,
guidelines and directives shall be retained and current updates of such documents shall be
maintained, and made available upon request, not to exceed three (3) business days after the

initial request, for inspection, review, andlor audit by authorized representatives and designees
of County, State, andlor federal governments during the term of this Agreement and during the
applicable period of records retention.
B.

If Contractor is a participant in the Short-DoyleIMedi-Cal andlor Medicare

program, Contractor shall keep fully informed of all current Short-DoyleIMedi-Cal Policy Letters,
including, but not limited to, procedures for maintaining Medi-Cal and Medicare certifications of
all its facilities.
34.

CHILD SUPPORT COMPLIANCE PROGRAM:
A.

Contractor's Warranty of Adherence to County's Child Support Compliance

Proqram: Contractor acknowledges that County has established a goal of ensuring that all
individuals who benefit financially from County through contract are in compliance with their
court-ordered child, family, and spousal support obligations in order to mitigate the economic
burden otherwise imposed upon County and its taxpayers.
As required by County's Child Support Compliance Program (County Code
Chapter 2.200) and without limiting Contractor's duty under this Agreement to comply with all
applicable provisions of law, Contractor warrants that it is now in compliance and shall during
the term of this Agreement maintain in compliance with employment and wage reporting
requirements as required by the Federal Social Security Act (42 United States Code (USC)
Section 653a) and California Unemployment Insurance Code Section 1088.5, and shall
implement all lawfully served Wage and Earnings Withholdings Orders or Child Support
Services Department Notices of Wage and Earnings Assignment for Child, Family, or Spousal
Support, pursuant to Code of Civil Procedure Section 706.031 and Family Code Section
5246(b).
B.

Termination for Breach of Warranty to Maintain Compliance with County's Child

Support Compliance Proqram:

Failure of Contractor to maintain compliance with the

requirements set forth in Subparagraph A (Contractor's Warranty of Adherence to County's
Child Support Compliance Program) shall constitute default under this Agreement. Without
limiting the rights and remedies available to County under any other provision of this
Agreement, failure of Contractor to cure such default within 90 calendar days of written notice
shall be grounds upon which County may terminate this Agreement pursuant to Paragraph 36
(TERMINATION FOR DEFAULT) and pursue debarment of Contractor, pursuant to County
Code Chapter 2.202.
I
I

35.

TERMINATION FOR INSOLVENCY:
A.

County may terminate this Agreement immediately in the event of the occurrence

of any of the following:
(1)

Insolvency of Contractor. Contractor shall be deemed to be insolvent if it

has ceased to pay its debts for at least 60 days in the ordinary course of business or cannot
pay its debts as they become due, whether or not a petition has been filed under the Federal
Bankruptcy Code and whether or not Contractor is insolvent within the meaning of the Federal
Bankruptcy Code.
(2)

The filing of a voluntary or involuntary petition regarding Contractor under

the Federal Bankruptcy Code.
(3)

The appointment of a Receiver or Trustee for Contractor.

(4)

The execution by Contractor of a general assignment for the benefit of

creditors.
B.

The rights and remedies of County provided in this Paragraph 35 shall not be

exclusive and are in addition to any other rights and remedies provided by law or under this
Agreement.
36.

TERMINATION FOR DEFAULT:
A.

County may, by written notice of default to Contractor, terminate this Agreement

immediately in any one of the following circumstances:
(1)

If, as determined in the sole judgment of County, Contractor fails to

perform any services within the times specified in this Agreement or any extension thereof as
County may authorize in writing; or
(2)

If, as determined in the sole judgment of County, Contractor fails to

perform and/or comply with any of the other provisions of this Agreement or so fails to make
progress as to endanger performance of this Agreement in accordance with its terms, and in
either of these two circumstances, does not cure such failure within a period of five days (or
such longer period as County may authorize in writing) after receipt of notice from County
specifying such failure.
B.

In the event that County terminates this Agreement as provided in Subparagraph

A, County may procure, upon such terms and in such manner as County may deem
appropriate, services similar to those so terminated, and Contractor shall be liable to County for
any reasonable excess costs incurred by County, as determined by County, for such similar
services.

The rights and remedies of County provided in this Paragraph 36 shall not be

exclusive and are in addition to any other rights and remedies provided by law or under this
Agreement.
37.

TERMINATION FOR IMPROPER CONSIDERATION: County may, by written notice to

Contractor, immediately terminate the right of Contractor to proceed under this Agreement if it
is found that consideration, in any form, was offered or given by Contractor, either directly or
through an intermediary, to any County officer, employee or agent with the intent of securing
the Agreement or securing favorable treatment with respect to the award, amendment or
extension of the Agreement or the making of any determinations with respect to the
Contractor's performance pursuant to the Agreement. In the event of such termination, County
shall be entitled to pursue the same remedies against Contractor as it could pursue in the event
of default by the Contractor.
Contractor shall immediately report any attempt by a County officer or employee to
solicit such improper consideration. The report shall be made either to the County manager
charged with the supervision of the employee or to the County Auditor-Controller's Employee
Fraud Hotline at (800) 544-6861.
Among other items, such improper consideration may take the form of cash, discounts,
service, the provision of travel or entertainment, or tangible gifts.
38.

SEVERABILITY: If any provision of this Agreement or the application thereof to any

person or circumstance is held invalid, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall not be affected thereby.
39.

CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings used in

this Agreement are for convenience only and are not a part of this Agreement and shall not be
used in construing this Agreement.
40.

ALTERATION OF TERMS: No addition to, or alteration of, the terms of the body of this

Agreement, or the Financial Summary or Service Exhibit(s) hereto, whether by written or oral
understanding of the parties, their officers, employees or agents, shall be valid and effective
unless made in the form of a written amendment to this Agreement which is formally approved
and executed by the parties in the same manner as this Agreement.
41.

ENTIRE AGREEMENT: The body of this Agreement, all attachments, Financial Exhibit

A (Financial Provisions), Financial Summary(ies), Fiscal Years 2012-13. 2013-14. and 2014-15
Service Delivery Site Exhibit, and Service Exhibit(s) 1,
attached hereto and incorporated herein
by reference, and Contractor's Negotiation Package for this Agreement, as approved in writing
by Director, including any addenda thereto as approved in writing by Director, which are hereby

incorporated herein by reference but not attached, shall constitute the complete and exclusive
statement of understanding between the parties which supersedes all previous agreements,
written or oral, and all other communications between the parties relating to the subject matter
of this Agreement. In the event of any conflict or inconsistency in the definition or interpretation
of any word, responsibility, or schedule, or the contents or description of any service or other
work, or otherwise, between the body of this Agreement and the other referenced documents,
or between such other documents, such conflict or inconsistency shall be resolved by giving
precedence first to the body of this Agreement and its definitions and then to such other
documents according to the following priority:

42.

Financial Exhibit A (Financial Provisions)

Financial Summary(ies)

Subprogram Schedule

Service Delivery Site Exhibit

Service Exhibit@)

Required Supplemental Documents

Contractor's Negotiation Package.

WAIVER: No waiver by County of any breach of any provision of this Agreement shall

constitute a waiver of any other breach of such provision. Failure of County to enforce at any
time, or from time to time, any provision of this Agreement shall not be construed as a waiver
thereof. The rights and remedies set forth in this Paragraph 42 shall not be exclusive and are
in addition to any other rights and remedies provided by law or under this Agreement.
43.

EMPLOYMENT ELIGIBILITY VERIFICATION: Contractor warrants that it fully complies

with all federal statutes and regulations regarding employment of aliens and others and that all
its employees performing services hereunder meet the citizenship or alien status requirements
set forth in federal statutes and regulations.

Contractor shall obtain, from all covered

employees performing services hereunder, all verification and other documentation of
employment eligibility status required by federal statutes and regulations as they currently exist
and as they may be hereafter amended. Contractor shall retain all such documentation for the
period prescribed by law. Contractor shall indemnify, defend, and hold harmless County, its
officers and employees from and against any employer sanctions and any other liability which
may be assessed against Contractor or County in connection with any alleged violation of any
federal statutes or regulations pertaining to the eligibility for employment of persons performing
services under this Agreement.

44.

PUBLIC ANNOUNCEMENTS AND LITERATURE:

In public announcements and

literature distributed by Contractor for the purpose of apprising patientslclients and the general
public of the nature of its treatment services, Contractor shall clearly indicate that the services
which it provides under this Agreement are funded by the County of Los Angeles.

45.

PURCHASES:
A.

Purchase Practices: Contractor shall fully comply with all federal, State and

County laws, ordinances, rules, regulations, manuals, guidelines, and directives, in acquiring all
furniture, fixtures, equipment, materials, and supplies. Such items shall be acquired at the
lowest possible price or cost if funding is provided for such purposes hereunder.
B.

Proprietary Interest of County: In accordance with all applicable federal, State

and County laws, ordinances, rules, regulations, manuals, guidelines and directives, County
shall retain all proprietary interest, except the use during the term of this Agreement, in all
furniture, fixtures, equipment, materials, and supplies, purchased or obtained by Contractor
using any County funds.

Upon the expiration or termination of this Agreement, the

discontinuance of the business of Contractor, the failure of Contractor to comply with any of the
provisions of this Agreement, the bankruptcy of Contractor or its giving an assignment for the
benefit of creditors, or the failure of Contractor to satisfy any judgment against it within 30
calendar days of filing, County shall have the right to take immediate possession of all such
furniture, removable fixtures, equipment, materials, and supplies, without any claim for
reimbursement whatsoever on the part of Contractor. County, in conjunction with Contractor,
shall attach identifying labels on all such property indicating the proprietary interest of County.
C.

Inventory Records, Controls and Reports: Contractor shall maintain accurate

and complete inventory records and controls for all furniture, fixtures, equipment, materials, and
supplies, purchased or obtained using any County funds. Within 90 calendar days following the
execution of this Agreement, Contractor shall provide Director with an accurate and complete
inventory report of all furniture, fixtures, equipment, materials, and supplies, purchased or
obtained using any County funds. The inventory report shall be prepared by Contractor on a
form or forms designated by Director, certified and signed by an authorized officer of
Contractor, and one copy thereof shall be delivered to County within 30 calendar days of any
change in the inventory. Within five business days after the expiration or termination of the
Agreement, Contractor shall submit to County six copies of the same inventory report updated
to the expiration or termination date of the Agreement, certified and signed by an authorized
officer of Contractor, based on a physical count of all items of furniture, fixtures, equipment,
materials, and supplies, as of such expiration or termination date.

Protection of Property in Contractor's Custody:

Contractor shall maintain

vigilance and take all reasonable precautions, to protect all furniture, fixtures, equipment,
mateiials, and supplies, purchased or obtained using any County funds, against any damage or
loss by fire, burglary, theft, disappearance, vandalism or misuse. In the event of any burglary,
theft, disappearance, or vandalism of any item of furniture, fixtures, equipment, materials, and
supplies, Contractor shall immediately notify the police and make a written report thereof,
including a report of the results of any investigation which may be made. In the event of any
damage or loss of any item of furniture, fixtures, equipment, materials, and supplies, from any
cause, Contractor shall immediately send Director a detailed, written report. Contractor shall
contact DMH's Administrative Services Division for instructions for disposition of any such
property which is worn out or unusable.
E.

Disposition of Propertv in Contractor's Custody:

Upon the termination of the

funding of any program covered by this Agreement, or upon the expiration or termination of this
Agreement,

any

other

time

that

County

may

request,

Contractor

shall:

(1) provide access to and render all necessary assistance for physical removal by County or its
authorized representatives of any or all furniture, fixtures, equipment, materials, and supplies,
purchased or obtained using any County funds, in the same condition as such property was
received by Contractor, reasonable wear and tear excepted, or (2) at Director's option, deliver
any or all items of such property to a location designated by Director.

Any disposition,

settlement or adjustment connected with such property shall be in accordance with all
applicable federal, State and County laws, ordinances, rules, regulations, manuals, guidelines
and directives.

46.

AUTHORIZATION WARRANTY: Contractor represents and warrants that the person

executing this Agreement for Contractor is an authorized agent who has actual authority to bind
Contractor to each and every term, condition, and obligation of this Agreement and that all
requirements of Contractor have been fulfilled to provide such actual authority.

47.

RESTRICTIONS ON LOBBYING: If any federal funds are to be used to pay for any of

Contractor's services under this Agreement, Contractor shall fully comply with all certification
and disclosure requirements prescribed by Section 319 of Public Law 101-121 (31 United
States Code Section 1352) and any implementing regulations, and shall ensure that each of its
subcontractors receiving funds under this Agreement also fully complies with all such
certification and disclosure requirements.
1
1

48.

CERTIFICATION OF DRUG-FREE WORK PLACE: Contractor certifies and agrees that

Contractor and its employees shall comply with DMH's policy of maintaining a drug-free work
place. Contractor and its employees shall not manufacture, distribute, dispense, possess, or
use any controlled substances as defined in 21 United States Code Section 812, including, but
not limited to, marijuana, heroin, cocaine, and amphetamines, at any of Contractor's facilities or
work sites or County's facilities or work sites. If Contractor or any of its employees is convicted
of or pleads nolo contendere to any criminal drug statute violation occurring at any such facility
or work site, then Contractor, within five (5) days thereafter, shall notify Director in writing.
49.

COUNTY LOBBYISTS: Contractor and each County lobbyist or County lobbying firm as

defined in Los Angeles County Code Section 2.160.010, retained by Contractor, shall fully
comply with County's Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure on
the part of Contractor or any County lobbyist or County lobbying firm retained by Contractor to
fully comply with County's Lobbyist Ordinance shall constitute a material breach of this
Agreement upon which County may immediately terminate or suspend this Agreement.
50.

MAINTENANCE STANDARDS FOR SERVICE DELIVERY SITES:

Contractor shall

assure that all locations where services are provided under this Agreement are operated at all
times in accordance with all County community standards with regard to property maintenance
and repair, graffiti abatement, refuse removal, fire safety, landscaping, and in full compliance
with all applicable local laws, ordinances, and regulations relating to the property. County's
periodic monitoring visits to Contractor's facility(ies) shall include a review of compliance with
this Paragraph 50.
51.

NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT:

Contractor shall notify its employees, and shall require each subcontractor to notify its
employees, that they may be eligible for the Federal Earned Income Credit under the federal
income tax laws. Such notice shall be provided in accordance with the requirements set forth in
Internal Revenue Service Notice 1015.
52.

USE OF RECYCLED-CONTENT PAPER PRODUCTS: Consistent with the Board of

Supervisors' policy to reduce the amount of solid waste deposited at the County landfills, the
Contractor agrees to use recycled-content paper to the maximum extent possible on the
Project.
53.

CONTRACTOR RESPONSIBILITY AND DEBARMENT: The following requirements set

forth in the County's Non-Responsibility and Debarment Ordinance (Title 2, Chapter 2.202 of
the County Code) are effective for this Agreement, except to the extent applicable State andlor
federal laws are inconsistent with the terms of the Ordinance.

A responsible Contractor is a Contractor who has demonstrated the attribute of

trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the
contract. It is the County's policy to conduct business only with responsible contractors.
B.

The Contractor is hereby notified that, in accordance with Chapter 2.202 of the

County Code, if the County acquires information concerning the performance of the Contractor
on this or other Agreements which indicates that the Contractor is not responsible, the County
may, in addition to other remedies provided in the Agreement, debar the Contractor from
bidding or proposing on, or being awarded, andlor performing work on County Agreements for
a specified period of time, which generally will not exceed five years but may exceed five years
or be permanent if warranted by the circumstances, and terminate any or all existing
Agreements the Contractor may have with the County.
C.

The County may debar a Contractor if the Board of Supervisors finds, in its

discretion, that the Contractor has done any of the following: (1) violated a term of an
Agreement

with

the

County or

nonprofit corporation created

by the

County;

(2) committed an act or omission which negatively reflects on the Contractor's quality, fitness or
capacity to perform a contract with the County, any other public entity, or a nonprofit corporation
created by the County, or engaged in a pattern or practice which negatively reflects on same;
(3) committed an act or offense which indicates a lack of business integrity or business

honesty, or (4) made or submitted a false claim against the County or any other public entity.
D.

If there is evidence that the Contractor may be subject to debarment, the

Department will notify the Contractor in writing of the evidence which is the basis for the
proposed debarment and will advise the Contractor of the scheduled date for a debarment
hearing before the Contractor Hearing Board.

The Contractor Hearing Board will conduct a hearing where evidence on the

proposed debarment is presented. The Contractor andlor the Contractor's representative shall
be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor
Hearing Board shall prepare a tentative proposed decision, which shall contain a
recommendation regarding whether the contractor should be debarred, and, if so, the
appropriate length of time of the debarment. The Contractor and the Department shall be
provided an opportunity to object to the tentative proposed decision prior to its presentation to
the Board of Supervisors.

After consideration of any objections, or if no objections are submitted, a record

of the hearing, the proposed decision and any other recommendation of the Contractor Hearing
Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the

right to modify, deny or adopt the proposed decision and recommendation of the Hearing
Board.

If a Contractor has been debarred for a period longer than five (5) years, that

Contractor may, after the debarment has been in effect for at least five (5) years, submit a
written request for review of the debarment determination to reduce the period of debarment or
terminate the debarment. The County may, in its discretion, reduce the period of debarment or
terminate the debarment if it finds that the Contractor has adequately demonstrated one or
more of the following: (1) elimination of the grounds for which the debarment was imposed; (2)
a bona fide change in ownership or management; (3) material evidence discovered after
debarment was imposed; or (4) any other reason that is in the best interests of the County.
H.

The Contractor Hearing Board will consider a request for review of a debarment

determination only where (1) the Contractor has been debarred for a period longer than five (5)
years; (2) the debarment has been in effect for at least five (5) years; and (3) the request is in
writing, states one or more of the grounds for reduction of the debarment period or termination
of the debarment, and includes supporting documentation.

Upon receiving an appropriate

request, the Contractor Hearing Board will provide notice of the hearing on the request. At the
hearing, the Contractor Hearing Board shall conduct a hearing where evidence on the proposed
reduction of debarment period or termination of debarment is presented. This hearing shall be
conducted and the request for review decided by the Contractor Hearing Board pursuant to the
same procedures as for a debarment hearing.
I.

The

Contractor

Hearing

Board's

proposed

decision shall

contain

recommendation on the request to reduce the period of debarment or terminate the debarment.
The Contractor Hearing Board shall present its proposed decision and recommendation to the
Board of Supervisors. The Board of Supervisors shall have the right to modify, deny, or adopt
the proposed decision and recommendation of the Contractor Hearing Board.
J.
54.

These terms shall also apply to subcontractors of County Contractors.

CONTRACTOR'S EXCLUSION FROM PARTICIPATION IN A FEDERALLY FUNDED

PROGRAM:

Contractor hereby warrants that neither it nor any of its staff members is

restricted, excluded or suspended from providing services under any health care program
funded by the federal government, directly or indirectly, in whole or in part, and that Contractor
will notify Director within 30 calendar days in writing of: (1) any event that would require
Contractor or a staff member's mandatory exclusion or suspension from participation in a
federally funded health care program; and (2) any exclusionary or suspension action taken by
any agency of the federal or State governments against Contractor or one or more staff

members barring it or the staff members from participation in a federally funded health care
program, whether such bar is direct or indirect, or whether such bar is in whole or in part. This
warranty and notice requirements apply equally to suspensions from the Medi-Cal program as
well as any other federally funded health care programs including but not limited to Medicare
and Healthy Families.
There are a variety of different reasons why an individual or entity may be excluded from
participating in a federally funded health care program. Sometimes, the exclusion is mandatory
and in other cases the Office of Inspector General (OIG), and State officials have the discretion
not to exclude.
The mandatory bases for federal exclusion include: (1) felony convictions for program
related crimes, including fraud or false claims, or for offenses related to the dispensing or use
of controlled substances, or (2) convictions related to patient abuse.
Permissive exclusions may be based on: (1) conviction of a misdemeanor related to
fraud or financial misconduct involving a government program; (2) obstructing an investigation;
(3) failing to provide access to documents or premises as required by federal health care
program officials; (4) conviction of a misdemeanor related to controlled substances; (5) failing to
disclose information about the entity itself, its subcontractors or its significant business
transactions; (6) loss of a State license to practice a health care profession; (7) default on a
student loan given in connection with education in a health profession; (8) charging excessive
amounts to a federally funded health care program or furnishing services of poor quality or
which are substantially in excess of the needs of the patients; (9) paying a kickback or
submitting a false or fraudulent claim. Persons controlling or managing excluded entities who
knew of the conduct leading to the exclusion can themselves be excluded, and entities which
are owned and controlled by excluded individuals can also be excluded.
Mandatory exclusions under State law from Medi-Cal are similar but also include
convictions of a misdemeanor for fraud or abuse involving the Medi-Cal program or a Medi-Cal
beneficiary.
Contractor shall indemnify and hold County harmless against any and all loss or
damage County may suffer arising from any federal

or State exclusion or suspension of

Contractor or its staff members from such participation in a federally funded health care
program.

Contractor shall provide the certification set forth in Attachment VII (Attestation

Regarding Federally Funded Program) as part of its obligation under this Paragraph 54.
Contractor shall also comply with DMH Policy "Contractors Eligibility to Provide Goods
and Services to Federally Funded Health Care Programs and to Secure Federally Funded

Contracts" which includes the following topics: 1) Contractor's responsibility for any and all Civil
Monetary Penalties associated with repayments for claims submitted for excluded or suspended
agencies or individuals and 2) Contractor's responsibility to provide employee identification
information within three (3) business days should DMH or its representatives request it related
to sanction list screening compliance.
Failure by Contractor to meet the requirements of this Paragraph 54 shall constitute a
material breach of Agreement upon which County may immediately terminate or suspend this
Agreement.
55.

HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT:
A.

The parties acknowledge the existence of the Health Insurance Portability and

Accountability Act of 1996, its implementing regulations (HIPAA), and subtitle D, Privacy, of the
Health Information Technology for Economic and Clinical Health Act (HITECH). Contractor
understands and agrees that it is a "Covered Entity" under HIPAA and, as such, has obligations
with respect to the confidentiality, privacy, and security of patients' medical information, and
must take certain steps to preserve the confidentiality of this information, both internally and
externally, including the training of staff and the establishment of proper procedures for the
release of such information, including the use of appropriate consents and authorizations
specified under HIPAA.

The parties acknowledge their separate and independent obligations with

respect to HlPAA and HITECH, and that such obligations relate to transactions and code sets,
privacy, and security.

Contractor understands and agrees that it is separately and

independently responsible for compliance with HlPAA and HITECH in all these areas and that
County has not undertaken any responsibility for compliance on Contractor's behalf. Contractor
has not relied, and will not in any way rely, on County for legal advice or other representations
with respect to Contractor's obligations under HlPAA or HITECH, but will independently seek its
own counsel and take the necessary measures to comply with the law and its implementing
regulations.
C.

Contractor and County understand and agree that each is independently

responsible for HlPAA and HITECH compliance and agree to take all necessary and
reasonable actions to comply with the requirements of HlPAA law and implementing regulations
related to Transactions and Code Sets, Privacy, and Security. Each party further agrees to
indemnify and hold harmless the other party (including their officers, employees and agents) for
its failure to comply with HlPAA or HITECH.

Contractor and County understand and agree that HIPAA has imposed additional

requirements in regards to changes in DMH's County's information system.
(1)

County

has

Guide

Procedure

Codes

available

http://lacdmh.lacountv.aov/hipaa/index.htmI which includes a "crosswalk of DMH activity codes
to Current Procedural Terminology (CPT) and Health Care Procedure Coding System (HCPCS)
codes.
(2)

County has an Electronic Data Interchange (EDI) Agreement

form

available at http://lacdmh.lacountv.qov/hipaa/edi homepaae.htm1 which includes information
about the applicable HIPAA transactions that can be processed in the County's claims
processing information system.
Contractor acknowledges that County is transitioning from the lntegrated
(3)
System (IS) to the lntegrated Behavioral Health Information System (IBHIS) in which clinical,
demographic, administrative, financial, claims, outcomes, and other information will be
exchanged between DMH and contract providers exclusively through the use of ED1
transactions.

(4)

As County defines standard formats for each ED1 transaction and

determines the method by which each transaction is to be exchanged between Contractor and
County, County shall notify Contractor of the effective date(s) by which Contractor shall be
required to implement each newly defined ED1 transaction through County's release of revised
Companion Guides no less than 180 days prior to the effective date(s) upon which each newly
defined ED1 transaction is required, unless earlier effective date(s) are imposed by law or
regulation.

(5)

Contractor acknowledges that County may modify ED1 transactions as

needed. County shall notify Contractor of the effective dates@) by which Contractor shall be
required to comply with each modified ED1 transaction in accordance with County's revised ED1
transaction requirements through County's release of revised Companion Guides no less than
90 days prior to the effective date(s) of each modified ED1 transaction.
(6)

Contractor agrees to comply with the exchange of all ED1 transactions

specified by County and the method by which these transactions are to be exchanged between
Contractor and County as of the effectives date(s) specified by County.
(7)

County has a Trading Partner Agent Authorization Agreement available

http://lacdmh.lacountv.qov/hipaa/edi homepaae.html which

includes the Contractor's

authorization to its Subcontractor(s) to submit HIPAA-compliant transactions on behalf of
Contractor.

Contractor understands that County operates an informational website

htt~://dmh.lacountv.aov/w~sI~ortal/dmh
related to the services under this Agreement and the

parties' HlPAA obligations, and agrees to undertake reasonable efforts to utilize said website to
obtain updates, other information, and forms to assist Contractor in its performance.
F.

Contractor understands and agrees that if it uses the services of an Agent in any

capacity in order to receive, transmit, store or otherwise process Data or Data Transmissions or
perform related activities, the Contractor shall be fully liable to DMH for any acts, failures or
omissions of the Agent in providing said services as though they were the Contractor's own
acts, failures, or omissions.

G.
current

Contractor further understands and agrees that the terms and conditions of the
Trading

Partner

Agreement

(TPA)

available

http://lacdmh.lacountv.qov/hipaa/edi homepaae.html shall apply to this Agreement and that

said Terms and Conditions are incorporated by reference as though fully set forth herein.
56.

TECHNOLOGY REQUIREMENTS:
A.

Contractor shall acquire, manage, and maintain Contractor's own information

technology and systems and/or services in order to meet all functional and ED1 transaction
requirements as specified by County.
6.

Contractor shall ensure that all individuals using electronic methods to sign

electronic health records in the performance of work specified under this Agreement complete
an Electronic Signature Agreement annually.
Contractor shall maintain a copy of each Electronic Signature Agreement
(1)
and make them available for inspection by County upon request.
Contractor shall submit to County a Legal Entity Electronic Signature
(2)
Certification to certify compliance with this provision of this Agreement. Contractors who
implement electronic methods to sign electronic health records subsequent to the execution of
this Agreement shall submit to County a Legal Entity Electronic Signature Certification
immediately upon implementation.
(3)
Electronic

County has a Legal Entity Electronic Signature Certification and a sample
Signature

Agreement

available

htt~://lacdmh.lacountv.aov/hi~aa/edi
home~aae.html

57.

COMPLIANCE WITH JURY SERVICE PROGRAM:
A.

JUN Service Proaram: This Agreement is subject to the provisions of the

County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as
codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

Written Emplovee Jurv Service Policy:
(1)

Unless Contractor has demonstrated to the County's satisfaction either

that Contractor is not a "Contractor" as defined under the Jury Service Program (Section
2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service
Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written
policy that provides that its Employees shall receive from the Contractor, on an annual basis, no
less than five (5) days of regular pay for actual jury service. The policy may provide that
Employees deposit any fees received for such jury service with the Contractor or that the
Contractor deduct from the Employee's regular pay the fees received for jury service.
(2)

For purposes of this Section, "Contractor" means a person, partnership,

corporation or other entity which has an Agreement with the County or a subcontract with a
County Contractor and has received or will receive an aggregate sum of $50,000 or more in any
12-month period under one or more County Agreements or subcontracts. "Employee" means
any California resident who is a full-time employee of Contractor. "Full-time" means 40 hours or
more worked per week or a lesser number of hours if: 1) the lesser number is a recognized
industry standard as determined by the County, or 2) Contractor has a long-standing practice
that defines the lesser number of hours as full-time. Full-time employees providing short-term,
temporary services of 90 days or less within a 12-month period are not considered full-time for
purposes of the Jury Service Program. If Contractor uses any subcontractor to perform services
for the County under the Agreement, the subcontractor shall also be subject to the provisions of
this Section.

The provisions of this Section shall be inserted into any such subcontract

Agreement and a copy of the Jury Service Program shall be attached to the Agreement.

(3)

If Contractor is not required to comply with the Jury Service Program

when the Agreement commences, Contractor shall have a continuing obligation to review the
applicability of its "exception status" from the Jury Service Program, and Contractor shall
immediately notify County if Contractor at any time either comes within the Jury Service
Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the
Program. In either event, Contractor shall immediately implement a written policy consistent
with the Jury Service Program. The County may also require, at any time during the Agreement
and at its sole discretion, that Contractor demonstrate to the County's satisfaction that
Contractor either continues to remain outside of the Jury Service Program's definition of
"Contractor" and/or that Contractor continues to qualify for an exception to the Program.
(4)

Contractor's violation of this section of the Agreement may constitute a

material breach of the Agreement. In the event of such material breach, County may, in its sole

discretion, terminate the Agreement andlor bar Contractor from the award of future County
Agreements for a period of time consistent with the seriousness of the breach.

58.

NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW:

The Contractor shall notify and provide to its employees, and shall require each subcontractor
to notify and provide to its employees, a fact sheet regarding the Safely Surrendered Baby Law,
its implementation in Los Angeles County, and where and how to safely surrender a baby.
The fact sheet is set forth in Attachment Vlll of this Agreement and is also available on the
Internet at www.babysafela.org for printing purposes.
59.

CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT TO THE

SAFELY SURRENDERED BABY LAW: The Contractor acknowledges that the County places
a high priority on the implementation of the Safely Surrendered Baby Law. The Contractor
understands that it is the County's policy to encourage all County Contractors to voluntarily post
the County's "Safely Surrendered Baby Law" poster in a prominent position at the Contractor's
place of business. The Contractor will also encourage its subcontractors, if any, to post this
poster in a prominent position in the subcontractor's place of business.

The County's

Department of Children and Family Services will supply the Contractor with the poster to be
used.
60.

CERTIFICATION REGARDING DEBARMENT. SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION

- LOWER TIER COVERED TRANSACTIONS (45 C.F.R.

PART

The Contractor hereby acknowledges that the County is prohibited from contracting with

and making sub-awards to parties that are suspended, debarred, ineligible, or excluded or
whose principals are suspended, debarred, ineligible, or excluded from securing federally
funded contracts. By executing this Agreement, Contractor certifies that neither it nor any of its
owners, officers, partners, directors or other principals is currently suspended, debarred,
ineligible, or excluded from securing federally funded contracts. Further, by executing this
Agreement, Contractor certifies that, to its knowledge, none of its subcontractors, at any tier, or
any owner, officer, partner, director or other principal of any subcontractor is currently
suspended, debarred, ineligible, or excluded from securing federally funded contracts.
Contractor shall immediately notify County in writing, during the term of this Agreement, should
it or any of its subcontractors or any principals of either be suspended, debarred, ineligible, or
excluded from securing federally funded contracts. Failure of Contractor to comply with this
provision shall constitute a material breach of this Agreement upon which the County may
immediately terminate or suspend this Agreement.

61.

CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE:

The Supervision of

Trustees and Fundraisers for Charitable Purposes Act regulates entities receiving or raising
charitable contributions.

The "Nonprofit Integrity Act of 2004 (SB 1262, Chapter 919)

increased Charitable Purposes Act requirements. By requiring Contractors to complete the
certification in Attachment IX, the County seeks to ensure that all County contractors which
receive or raise charitable contributions comply with California law in order to protect the County
and its taxpayers.

A Contractor which receives or raises charitable contributions without

complying with its obligations under California law commits a material breach subjecting it to
either contract termination or debarment proceedings or both. (County Code Chapter 2.202)
62.

LOCAL SMALL BUSINESS ENTERPRISE PREFERENCE PROGRAM: This Contract

is subject to all provisions of the County's ordinance entitled Local Business Enterprise
Preference Program, as codified in Chapter 2.204 of the Los Angeles County Code.
Specifically, Contractor shall pay particular attention to the following provisions in Chapter
2.204:
Contractor shall not knowingly and with the intent to defraud, fraudulently obtain, retain,
attempt to obtain or retain, or aid another in fraudulently obtaining or retaining or attempting to
obtain or retain certification as a Local Small Business Enterprise.
Contractor shall not willfully and knowingly make a false statement with the intent to
defraud, whether by affidavit, report, or other representation, to a County official or employee
for the purpose of influencing the certification or denial of certification of any entity as a Local
Small Business Enterprise.
If Contractor has obtained certification as a Local Small Business Enterprise by reason
of having furnished incorrect supporting information or by reason of having withheld
information, and which knew, or should have known, the information furnished was incorrect or
the information withheld was relevant to its request for certification, and which by reason of
such certification has been awarded this contract to which it would not otherwise have been
entitled, shall:
1.

Pay to the County any difference between the Contract amount and what the

County's costs would have been if the contract had been properly awarded;
2.

In addition to the amount described in subdivision (I), be assessed a penalty in

an amount of not more than 10 percent (10%) of the amount of the contract; and

Be subject to the provisions of Chapter 2.202 of the Los Angeles County Code

(Determinations of Contractor Non-responsibility and Contractor Debarment).

The above penalties shall also apply to any Contractor that has previously obtained proper
certification, however, as a result of a change in their status would no longer be eligible for
certification, and fails to notify the State and Internal Services Department of this information
prior to responding to a solicitation or accepting a contract award.
63.

FORCE MAJEURE:

Neither party shall be liable for such party's failure to perform its obligations

under and in accordance with this Contract, if such failure arises out of fires, floods, epidemics,
quarantine restrictions, other natural occurrences, strikes, lockouts (other than a lockout by
such party or any of such party's subcontractors), freight embargoes, or other similar events to
those described above, but in every such case the failure to perform must be totally beyond the
control and without any fault or negligence of such party (such events are referred to in this
sub-paragraph as "force majeure events").
B.

Notwithstanding the foregoing, a default by a subcontractor of Contractor shall

not constitute a force majeure event, unless such default arises out of causes beyond the
control of both Contractor and such subcontractor, and without any fault or negligence of either
of them. In such case, Contractor shall not be liable for failure to perform, unless the goods or
services to be furnished by the subcontractor were obtainable from other sources in sufficient
time to permit Contractor to meet its obligations under this agreement. As used in this subparagraph, the term "subcontractor" and "subcontractors" mean subcontractors at any tier.
C.

In the event Contractor's failure to perform arises out of a force majeure event,

Contractor agrees to use commercially reasonable best efforts to obtain goods or services from
other sources, if applicable, and to otherwise mitigate the damages and reduce the delay
caused by such force majeure event.
64.

CONTRACTOR'S WARRANTY OF COMPLIANCE WlTH COUNTY'S DEFAULTED

PROPERTY TAX REDUCTION PROGRAM:

Contractor acknowledges that County has

established a goal of ensuring that all individuals and businesses that benefit financially from
County through contract are current in paying their property tax obligations (secured and
unsecured roll) in order to mitigate the economic burden otherwise imposed upon County and
its taxpayers. Unless Contractor qualifies for an exemption or exclusion, Contractor warrants
and certifies that to the best of its knowledge it is now in compliance, and during the term of this
contract will maintain compliance, with Los Angeles County Code Chapter 2.206.
65.

TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WlTH

COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM: Failure of Contractor

to maintain compliance with the requirements set forth in Paragraph 64 (CONTRACTOR'S

WARRANTY

COMPLIANCE WITH

COUNTY'S

DEFAULTED PROPERTY TAX

REDUCTION PROGRAM) shall constitute default under this contract. Without limiting the
rights and remedies available to County under any other provision of this contract, failure of
Contractor to cure such default within 10 days of notice shall be grounds upon which County
may terminate this contract andlor pursue debarment of Contractor, pursuant to County Code
Chapter 2.206.
66.

NOTICES:

All notices or demands required or permitted to be given under this

Agreement shall be in writing and shall be delivered with signed receipt or mailed by first class,
registered or certified mail, postage pre-paid, addressed to the parties at the following
addresses and to the attention of the persons named. Director shall have the authority to
execute all notices or demands which are required or permitted by County under this
Agreement. Addresses and persons to be notified may be changed by either party by giving
ten (10) days prior written notice thereof to the other party.

For the County, please use the following contact information:
Countv of Los Anaeles - Department of Mental Health
Contracts Develo~mentand Administration Division
550 South Vermont Ave.. 5th Floor
Los Anqeles, CA 90020
Attention: Chief of Contracts

For the Contractor, please use the following contact information:
SunBridae Shandin Hills Rehabilitation Center
dba Shandin Hills Behavior Therapv Center
4164 North 4th Avenue
San Bernardino, CA 92408
Attention: Julie Campbell, Reaional Vice President

IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has
caused this Agreement to be subscribed by County's Director of Mental Health or his designee,
and Contractor has caused this Agreement to be subscribed in its behalf by its duly authorized
officer, the day, month, and year first above written.

COUNTY OF LOS ANGELES

BY
MARVIN J. SOUTHARD, D.S.W.
Director of Mental Health

SunBridae Shandin Hills Rehabilitation Center
dba ~ h & d i nHills Behavior Theraw Center
CONTRACTOR
BY
Name Julie Campbell
Title Reqional Vice President
(AFFIX CORPORATE SEAL HERE)
APPROVED AS TO FORM:
OFFICE OF THE COUNTY COUNSEL
APPROVED AS TO CONTRACT
ADMINISTRATION:
DEPARTMENT OF MENTAL HEALTH

BY
Chief, Contracts Development
and Administration Division

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT l
DEFINITIONS
The following terms, as used in this Agreement, shall have the following meanings:
A.

"CCR means the California Code of Regulations;

"CGF means County General Funds;

"CalWORKs" means California Work Opportunities and Responsibilities to Kids
Act, which under California Welfare and Institutions Code Section 11200 @

sea.

provides for mental health supportive services to eligible welfare recipients.
CalWORKs funding consists of both Federal and State funds;
D.

"Cash Flow Advance" means County General Funds (CGF) furnished by County to
Contractor for cash flow purposes in expectation of Contractor repayment pending
Contractor's rendering and billing of eligible serviceslactivities;

"Cost Reimbursement" or "CR means the arrangement for the provision of mental
health services based on the reasonable actual and allowable costs of services
provided under this Agreement, less all fees paid by or on behalf of patientslclients
and all other revenue, interest and return resulting from the same services;

"County's Claims Processing Information System" means the current system
employed by the Department of Mental Health to submit and process claims.

"CPT" means Physicians' Current Procedural Terminology as referenced in the
American Medical Association standard edition publication;

"CRIDC Manual" means SDMH's Cost ReportinglData Collection Manual;

"Day(s)" means calendar day(s) unless otherwise specified;

"DCFS" means County Department of Children and Family Services;

"Director" means County's Director of Mental Health or his authorized designee;

"DMH" means County's Department of Mental Health;

"DPSS" means County's Department of Public Social Services;

"EOB" means 'Explanation of Balance' for Title XIX Short-DoylelMedi-Cal services
which is the State Department of Health Services adjudicated claim data and
'Explanation of Benefits' for Medicare which is the Federal designated Fiscal
Intermediary's adjudicated Medicare claim data;

DEFINITIONS CONTINUED
"EPSDT means the Early and Periodic Screening, Diagnosis, and Treatment
program, which is a requirement of the Medicaid program to provide
comprehensive health care. Such State funds are specifically designated for this
program;
"Established Maximum Allowable

Rate" means the Short-DoylelMedi-Cal

maximum reimbursement for a specific SFC unit as established by SDMH;
"FFP" means Federal Financial Participation for Short-DoyleIMedi-Cal services
andlor Medi-Cal Administrative Activities as authorized by Title XIX of the Social
Security Act, 42 United States Code Section 1396 a seq.;
"Fiscal Intermediary" means County acting on behalf of the Contractor and the
Federally designated agency in regard to andlor Title XIX Short-DoylelMedi-Cal
services, andlor Title XIX Medi-Cal Administrative Activities;
"Fiscal Year" means County's Fiscal Year which commences July 1 and ends the
following June 30;
"Gross Program Budget" is the sum total of the Net Program Budget and all
"Third Party Revenues" shown in the Financial Summary;
"GROW means General Relief Opportunities for Work;
"Healthy Families" ("HF) means the federally subsidized health insurance
program administered by the State of California for the provision of
comprehensive health services (including medical, dental and vision care) to
children ages birth through 19th birthday from low income families;
"Healthy Families Procedures Manual" ("HF Procedures Manual") means DMH's
Healthy Families Procedures Manual for providers. The HF Procedure Manual
contains the formal requirements, policies and procedures governing Healthy
Families and is incorporated into this Agreement by reference.

Contractor

hereby acknowledges receipt of the HF Procedures Manual upon execution of
this Agreement;
"IMD" means Institutions for Mental Disease. Hospitals, nursing facilities or
other institutions of more than 16 beds that are primarily engaged in providing

Page 2 of 5

DEFINITIONS CONTINUED
diagnosis, treatment or care of persons with mental disease, including medical
attention, nursing care and related services;
"Legal Entity" means the legal organization structure under California law;
"Master Agreement List" means a list of contractors who have submitted a
Statement of Qualifications (SOQ) in response to County's Request for
Statement of Qualifications (RFSQ), and have met the minimum qualifications
listed in the RFSQ, and who have an executed Master Agreement;

AA.

"Maximum Contract Amount" is the sum total of all "Allocations" shown in the
Financial Summary; except that the "Maximum Contract Amount" shall not
include "Third Party Revenue" shown in the Financial Summary;
"Mental Health Services Act" ("MHSA), adopted by the California electorate on
November 2, 2004 creates a new permanent revenue source, administered by
the State Department of Mental Health (SDMH), for the transformation and
expanded delivery of mental health services provided by State and County
agencies and requires the development of integrated plans for prevention,
innovation, and system of care services;

CC.

"Member" or Title XXI Healthy Families Program Member ("HFPM") means an
enrollee in any Healthy Families Health Plan through Healthy Families;

DD.

"MHRC" means Mental Health Rehabilitation Centers certified by the State
Department of Mental Health;

EE.

"MRMIB" means the State of California Managed Risk Medical Insurance Board,
the administrator of Healthy Families for the State of California;

FF.

"Negotiated Rate" or " N R means the total amount of reimbursement, including
all revenue, interest and return, which is allowable for delivery of a SFC unit as
defined by Director and which is shown on the Financial Summary. An NR is the
gross rate of reimbursement which is generally determined by dividing
Contractor's gross program cost of delivering a particular SFC by the number of
such SFC units to be delivered. All fees paid by or on behalf of patientslclients
and all other revenue, interest and return resulting from the same service shall

Page 3 of 5

DEFINITIONS CONTINUED
be deducted from the cost of providing the mental health services covered by
the Negotiated Rate. A portion of the State-approved NR, which in some cases
may be higher than the contracted NR, may be retained by County as County's
share of reimbursement from SDMH;
GG.

"Net Program Budget" is equal to the Maximum Contract Amount which is the sum
total of all "Allocations" and "Pass Through" amounts shown in the Financial
Summary. Unless otherwise provided in this Agreement, or separately agreed to
in writing between the parties, it is the intent of the parties that the Net Program
Budget shall be equal to the Maximum Contract Amount;

HH.

"Organizational Provider's Manual" is the

Los Angeles

County DMH

Organizational Provider's Manual for Specialty Mental Health Services under the
Rehabilitation Option and Targeted Case Management Services;
II.

"PATH" means Projects for Assistance in Transition from Homelessness Federal
grant funds;

JJ.

" P H F means a Psychiatric Health Facility. A health facility licensed by the State
Department of Mental Health, that provides 24 hour acute inpatient care on
either a voluntary or involuntary basis to mentally ill persons. This care shall
include, but not be limited to, the following basic services: psychiatry, clinical
psychology, psychiatric nursing, social work, rehabilitation, drug administration,
and appropriate food services for those persons whose physical health needs
can be met in an affiliated hospital or in outpatient settings;

KK.

"Request for Services" ("RFS") is a second solicitation process to Contractors on a
pre-qualified Master Agreement that requests specific and detailed services as
defined in a Statement of Work at a time when such services are needed;

LL.

"Request for Statement of Qualifications" ("RFSQ") means a solicitation based on
establishing a pool of qualified vendors/contractors to provider services through a
Master Agreement;

MM. "SAMHSA means Substance Abuse and Mental Health Services Administration
Federal block grant funds;

Page 4 of 5

DEFINITIONS CONTINUED
NN.

"SDHS" means State Department of Health Services;

00.

"SDMH" means State Department of Mental Health;

PP.

"SDSS" means State Department of Social Services;

QQ.

"SFC" means Service Function Code, as defined by Director, for a particular type
of mental health service, andlor Title XIX Medi-Cal administrative claiming activity;

RR.

"SNF-STP" mean Skilled Nursing Facility licensed by the State Department of
Health Services, with an added Special Treatment Program certified by the State
Department of Mental Health;

SS.

"State" means the State of California;

TT.

"Statement of Qualifications" ("SOQ") means a contractor's response to an RFSQ;

UU,

"Statement of Work ("SOW) means a written description of sewices desired by
County for a specific Work Order;
"Title IV" means Title IV of the Social Security Act, 42 United States Code Section

601etet.;
"Title X I X means Title XIX of the Social Security Act, 42 United States Code
Section 1396 d m . ;
"Title XXI" means Title XXI of the Social Security Act, 42 United States Code
Section 1396 et seq.;
"UMDAP" means SDMH's Uniform Method of Determining Ability to Pay; and
"WIC" means the California Welfare and Institutions Code.

Page 5 of 5

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT II

FINANCIAL EXHIBIT A
(FINANCIAL PROVISIONS)

TABLE OF CONTENTS
PARAGRAPH
GENERAL
.
.
..................................................................................
1
8. LIMITATIONS ON MAXIMUM REIMBURSEMENT ............................................................................ 3
C. REIMBURSEMENT FOR INITIAL PERIOD........................................................................................ 4
D.
REIMBURSEMENT IF AGREEMENT IS AUTOMATICALLY RENEWED
4
REIMBURSEMENT BASIS
4
. ............................................................................. 6
BILLING PROCEDURES
COUNTY PAYMENT FOR SERVICES RENDERE
................... 8
BILLING AND PAYMENT LIMITATIONS .................... .
. ...................................................
9
LIMITATION OF PAYMENTS BASED ON FUNDING AND BUDGETARY RESTRICTIONS .........12
CONTRACTOR PROHIBITED FROM REDIRECTION OF CONTRACTED FUNDS ...................... 14
COUNTY'S RIGHT TO RE-ALLOCATE UNDERUTlLlZ
15
LIMITATION ON COUNTY'S FINANCIAL RESPONSIB
UNDER TlTLE XIX SHORT-DOYLEIMEDI-CAL SERVICES, MEDI-CAL ADMINISTRATIVE
ACTIVITIES AND/OR TITLE XXI HEALTHY FAMILIES
17
PATIENTICLIENT ELIGIBILITY, UMDAP FEES, THIRD PARTY REVENUES, AND
19
INTEREST ...............................................................................................................................
CASH FLOW ADVANCE IN EXPECTATION OF SERVICESIACTIVITIES TO BE
RENDERED .............................
ANNUAL COST REPORTS .............
OTHER REQUIREMENTS FOR CONTRACTORS PROVIDING TlTLE XIX
SHORT-DOYLEIMEDI-CAL SERVICES, MEDI-CAL ADMINISTRATIVE
26
ACTIVITIES AND/OR TlTLE XXI HEALTHY FAMILIES SERVICES ......................................
ANNUAL COST REPORT RECONCILIATION AND SETTLEMENT
27
AUDITS, AUDIT APPEALS AND POST-AUDIT APPEAL SHORT-DOYLEIMEDI-CAL
(SDIMC) SETTLEMENT
28
.. . . . . . . 30
METHOD OF PAYMENTS FOR AMOUNTS DUE TO COUNTY .......................................
INTEREST CHARGES ON DELINQUENT PAYMENTS
31
FINANCIAL SOLVENCY
31
CONTRACTOR REQUE
32
DELEGATED AUTHO
32
33
PAYMENT AND INVO
AUTHORITY TO ACT FOR DM
...........................................
33

EXHIBIT
EXHIBIT A-I:

COUNTY OF LOS ANGELES DEPARTMENT OF MENTAL HEALTH
CONTRACTOR CLAIMS CERTIFICATION FOR TlTLE XIX SHORT-DOYLE
MEDI-CAL AND TlTLE XXI HEALTHY FAMILIES REIMBURSEMENTS

FINANCIAL EXHIBIT A
FINANCIAL PROVISIONS

GENERAL

The Department of Mental Health (DMH) Legal Entity Agreement and the
(1
attachments thereto, including but not limited to this Financial Exhibit A (FINANCIAL
PROVISIONS) (Attachment II to the DMH Legal Entity Agreement), the Financial Summary
(Attachment Ill to the DMH Legal Entity Agreement), and the Subprogram Schedule (Attachment
IV to the DMH Legal Entity Agreement) shall be collectively known as "the Agreement".
The County shall pay Contractor in arrears for eligible services provided
(2)
under this DMH Legal Entity Agreement and in accordance with the terms of this Financial Exhibit
A up to the amounts identified for each Funded Program as shown in the Financial Summary and
as otherwise may be limited under this DMH Legal Entity Agreement and the attachments thereto,
including but not limited to this Financial Exhibit A and the Financial Summary.
For the purposes of the Agreement, a "Funded Program" is a set of
(a)
services paid through a particular funding source for the benefit of a specific beneficiary (e.g.,
Medi-CallHealthy Families or Non-Medi-CalINon-Healthy Families) as identified on a row on the
Financial Summary.
For the purposes of the Agreement, the "Funded Program Amount"
(b)
is the amount identified in the last column of the Financial Summary for each Funded Program.
For the purposes of this Agreement, "Non-Medi-CallNon-Healthy
(c)
Families" includes all of the following: Persons with no known outside payer source, persons for
whom eligibility for benefits under the State's Medi-Cal or Healthy Families programs is being
determined or established, and persons whose eligibility for the Medi-Cal or Healthy Families
programs was unknown at the time that services were rendered.
(d)

The Contractor understands and agrees that the Financial

Summary is the aggregation of funds provided under specific subprograms that are allocated or
awarded based on Contractor's areas of expertise and its ability to provide specific services
andlor serve specific populations through specific programs as indicated in Contractor's
Negotiation Package, approved by the Director. The Contractor understands and agrees that
this aggregation of funds is intended to facilitate provisional payments to the Contractor for
eligible services rendered under this DMH Legal Entity Agreement and to facilitate the ability of
the County to obtain reimbursement from its funding sources, including federal and State
reimbursement for eligible services to Medi-Cal and Healthy Families beneficiaries.

(e)

The Contractor understands and agrees that this aggregation of

funds in the Financial Summary is not intended to allow Contractor to redirect funds that were
originally allocated or awarded for the benefit of a specific population or for specific types of
services.

(f)

The Contractor understands and agrees that the Subprogram

Schedule (Attachment IV) reflects the specific subprogram amounts per Funded Program as
indicated in the Negotiation Package.
(g)

The Contractor understands and agrees that the Subprogram

Schedule will be used to monitor mental health services provided within a Funded Program and will
not be used at cost settlement. The Contractor shall comply with DMH Policy, Shifting Guidelines
for the Legal Entity Agreement to accommodate deviations from the specific subprogram amounts
to ensure specific programlsubprogram outcomes are achieved.
(3)

The Contractor shall comply with all requirements necessary for

reimbursement as established by federal, State and local statutes, laws, ordinances, rules,
regulations, manuals, policies, guidelines and directives.
(4)

In order to reduce County costs, the Contractor shall comply with all

applicable provisions of the Welfare and Institutions Code (WIC) andlor California Code of
Regulations (CCR) related to reimbursement by non-County and non-State sources, including, but
not limited to, collecting reimbursement for services from clients (which shall be the same as
patient fees established pursuant to WIC Section 5710) and from private or public third-party
payers. In addition, Contractor shall ensure that, to the extent a recipient of services under this
Agreement is eligible for coverage under Medicaid or Medicare or any other federal or State
funded program (an eligible beneficiary), services provided to eligible beneficiaries are properly
identified and claimed to the Funded Program responsible for such services to said eligible
beneficiaries.
(a)

Contractor shall be responsible for delivering services to the extent

that funding is provided by County. To the extent that Contractor does not have funds allocated
in this Agreement for a Funded Program that pays for services to a particular eligible beneficiary,
Contractor shall, at the first opportunity, refer said eligible beneficiary to another Contractor or
County facility, within the same geographic area to the extent feasible, that has available funds
allocated for that Funded Program.
(b)

To the extent that the County determines Contractor has

improperly claimed services to a particular Funded Program, County may disallow payment of
said services and/or may make corrective accounting transactions to transfer the payment of the
said services to the appropriate Funded Program and/or require Contractor to void said claimed

services and replace/resubmit said services for payment from the correct Funded Program, if
applicable.

(5)

The Countywide Maximum Allowances (CMA) are in effect during the lnitial

Period, the First Automatic Renewal Period, or the Second Automatic Renewal Period, or any part
thereof, and shall be applicable to this Agreement as of the date adopted by.
B.

LIMITATIONS ON MAXIMUM REIMBURSEMENT

The total maximum reimbursement that will be paid by County to Contractor
(1)
under this Agreement shall be, in no event, more than the Maximum Contract Amount for the lnitial
Period, First Automatic Renewal Period and the Second Automatic Renewal Period, respectively,
of this Agreement.
(a)

In addition to the general limitation of Paragraph B (1) of this

Financial Exhibit A, in no event shall the maximum reimbursement that will be paid by County to
Contractor under this Agreement for any Funded Program be more than the amount identified as
the Funded Program Amount for each Funded Program, as provided on the Financial Summary for
the lnitial Period, First ~utomaticRenewal Period and the Second Automatic Renewal Period,
respectively, of this Agreement.
Contractor shall immediately provide written notice to the County when,
(2)
based on the Contractor's own internal records, it has billed for services/activities under this
Agreement in an amount equal to 75 percent (75%) of the total Maximum Contract Amount or 75
% of the Funded Program Amount(s) during the lnitial Period, First Automatic Renewal Period or

the Second Automatic Renewal Period of this Agreement.
Contractor shall send such notice to those persons and addresses
(a)
which are set forth in the DMH Legal Entity Agreement, Paragraph 65 (NOTICES).
Failure of Contractor to comply with this Paragraph B (2) will be
(b)
considered a breach of this Agreement.
(3)

Except as otherwise provided in this Agreement, the total Maximum

Contract Amount and/or the Funded Program Amount(s) for any of the periods specified in this
Financial Exhibit A (FINANCIAL PROVISIONS), Paragraphs C (Reimbursement for lnitial Period)
and D (Reimbursement if Agreement is Automatically Renewed) may not be increased or
decreased without a properly executed amendment to this Agreement. The Parties acknowledge
that the actual number of individuals seeking care from Contractor who have coverage under a
particular Funded Program may differ from the estimated number upon which the Funded Program
Amounts were based and that it may be appropriate to increase Contractor's responsibility to
provide services to some eligible individuals while decreasing its responsibilities to provide services
to other types of eligible individuals. Any such modification in Contractor's responsibilities, along
3

with commensurate changes in the appropriate Funded Program Amounts, may be accomplished
through a formal amendment completed in advance of the provision of services.
(4)

Modifications to the Subprogram Schedule, which do not impact the

Maximum Contract Amount and Funded Program Amounts, may be accomplished through an
administrative amendment process as outlined in the DMH Policy, Shifting Guidelines for the Legal
Entity Agreement. Such modification to the Subprogram Schedule shall only be effective for
services/activities provided on or after the effective date of the administrative amendment
memorializing the revision to the Subprogram Schedule. Such administrative amendment may be
executed by Director under delegated authority from the Board of Supervisors without prior
approval of County Counsel. Such administrative amendment may be initiated by the County, with
Contractor's written consent.

By making the written consent, Contractor agrees to such

administrative amendment, and Contractor's signature is not required to make the amendment
effective.

(5)

The Maximum Contract Amount for each period of this Agreement includes

Cash Flow Advance which is an advance of funds to be repaid by Contractor through direct
payment of cash andlor through the provision of appropriate services/activities under this
Agreement for the applicable period.
C.

REIMBURSEMENT FOR INITIAL PERIOD
(1)

The Maximum Contract Amount for the Initial Period of this Agreement as

described in Paragraph 1 (TERM) of the Legal Entity Agreement shall not exceed N/A DOLLARS

($N/A)and shall consist of Funded Programs as shown on the Financial Summary.
D.

REIMBURSEMENT IF AGREEMENT IS AUTOMATICALLY RENEWED
(1)

Reimbursement For First Automatic Renewal Period:

The Maximum

Contract Amount for the First Automatic Renewal Period of this Agreement as described in
Paragraph 1 (TERM) of the DMH Legal Entity Agreement shall not exceed N/A DOLLARS ( $ w )
and shall consist of Funded Programs as shown on the Financial Summary.
(2)

Reimbursement For Second Automatic Renewal Period: The Maximum

Contract Amount for the Second Automatic Renewal Period of this Agreement as described in
Paragraph 1 (TERM) of the DMH Legal Entity Agreement shall not exceed N/A DOLLARS ( $ U )
and shall consist of Funded Programs as shown on the Financial Summary.
E.

REIMBURSEMENT BASIS
(1)

Reimbursement Rates for Mental Health Services:

For mental health

services claimed and billed through the County's claims processing information system, and except
as further limited elsewhere in this Agreement, Contractor will utilize provisional rates based on a

Cost Reimbursement methodology under this Agreement, except as may be provided under

A.
Paragraph E (5) of this ~inancial~xhibit
Contractor shall calculate its requested rates in accordance with the
(a)
terms and limitations set forth in DMH Policy, Provisional Rate Setting.
Requested rates for services provided under this Agreement shall be
(b)
uniform and will apply to all similar services regardless of Funded Program.
Notwithstanding any other provision of this Agreement, in no event
(c)
may Contractor request a rate that exceeds the CMA or request a rate that exceeds Contractor's
published charge(s) to the general public except if the Contractor is a Nominal Charge Provider.
(d)

All rates are subject to prior review and approval of the County

consistent with the DMH Policy, Provisional Rate Setting.
(2)

Reimbursement Rates for Institutions for Mental Diseases: Pursuant to

Section 5902(e) of the WIC, Institutions for Mental Diseases (IMD), which are licensed as level two
nursing facilities (SNF) by the State Department of Health Care Services (SDHCS), are reimbursed
for basic services at the rate@) established by SDHCS and in accordance with Assembly Bill 360
for Medi-Cal services provided by level B nursing facilities, in addition to the Medi-Cal rate
established by SDHCS for a Special Treatment Plan (STP). Accordingly, the IMD reimbursement
rate will consist of a basic SNF rate and a STP rate; and for some IMD programs a rate for
specialized programming and/or provision of more intensive mental health services provided to
clients at County's request, if applicable; or a Mental Health Rehabilitation Center (MHRC) rate
established by the County for specialized programming and/or provision of more intensive mental
health services provided to clients at County's request.
(3)

Reimbursement

for

Medi-Cal

Administrative

Activities

(MAA):

Reimbursement for MAA shall be based on the direct and indirect costs of actual time spent in
performing MAA services.
Reimbursement Rates for Orqanizational Providers for Medi-Cal Specialty
(4)
Mental Health Services: Reimbursement shall be based upon rate(s published in the County of
Los AngelesDMH Local Mental Health Plan Medi-Cal Specialty Mental Health Services Provider
Manual and any subsequent Provider Bulletins.
(5)

Reimbursement of Other Costs and Direct Charqes:

Certain Funded

Programs may provide for and allow Contractor to submit requests for reimbursement to the
County for specific expenses that cannot be claimed through the County's claims processing
information system.

These expenses shall be referred to as a "Direct Charge."

Such

reimbursement shall be based on actual costs plus an administrative fee, expressed as a
percentage of actual costs, which shall be reviewed and approved in advance by the County.
5

(6)

Uniaue Funded Proaram:

To the extent that Contractor's Agreement

includes a Funded Program which has billing and payment requirements that are not consistent
with the provisions of this Paragraph E (Reimbursement Basis) of Financial Exhibit A, the special
billing and payment requirements shall be set forth in an addendum to this Financial Exhibit A and
signed by Contractor and Director.
F.

BILLING PROCEDURES
(1)

If Title XIX Short-DoylelMedi-Cal services, andlor MAA, andlor Title XXI

Healthy Families services are provided under this Agreement, Contractor authorizes County to
serve as the Mental Health Plan for State claiming and reimbursement and to act on
Contractor's behalf with the State Department of Mental Health and the SDHCS in regard to
claiming.
(2)

Claims Certification and Proaram Intearitv:
(a)

Contractor hereby certifies that all units of service entered by

Contractor into the County's claims processing information system andlor the MAA data base
system andlor claims for actual costs submitted as Direct Charges to County for any Funded
Program covered by this Agreement are true and accurate to the best of Contractor's knowledge.
(b)

Contractor shall annually provide the additional certification set forth

in the "Contractor Claims Certification for Title XIX Short-DoyleIMedi-Cal and Title XXI Healthy
Families Reimbursements" (Exhibit A-1

to this Attachment II) related to the Contractor's

compliance with specific State and federal statutory and regulatory requirements which are
conditions for the reimbursement of Title XIX Short-DoylelMedi-Cal andlor MAA andlor Title XXI
Healthy Families claims.
(3)

Mental Health Services:

Claims for all mental health services, including

services funded by Title XIX Short-DoyleIMedi-Cal and Title XXI Health Families, shall be entered
into the County's claims processing information system within 30 calendar days of the end of the
month in which services are delivered, except as otherwise provided in this Paragraph F.
(a)

The County shall extend the period of time specified above as

appropriate, where the delay in the submission of the claims is reasonably justified.
(b)

With the exception of section F(3)(c) below, Contractor must submit

an initial or original claim within three (3) months after the end of the month in which the services
were rendered, to the extent doing so would not preclude payment from a funding source.
(c)

The County may, using reasonable discretion, extend the time to

submit claims for services under Title XIX Short-DoyleIMedi-Cal or under Title XXI Health Families
to within nine (9) months after the end of the month in which the services were rendered where
good cause for the delayed submission would be recognized under CCR, Title 22 Section 51008.5.

In the event the State or federal government denies any or all claims
(d)
submitted by County on behalf of Contractor, County will not be responsible for any payment
obligation and, accordingly, Contractor shall not seek payment from County and shall indemnify
and hold harmless County from any and all liabilities for payment of any or all denied claims,
including those denied claims that were submitted outside the period of time specified in paragraph

F (3) (b) and (c) above, except any claims which are denied due to the fault of the County. Any
controversy or dispute arising from such State or federal denied claims shall be handled by
Contractor in accordance with the applicable State andlor federal administrative appeal process.
Contractor shall, as soon as practicable, notify County of any delay
(e)
in meeting the timeframe for submitting claims specified in this Paragraph F (3) in the event
Contractor is not able to make timely data entry into the County's claims processing information
system due to no fault on the part of Contractor. Such Contractor notification should be immediate
upon Contractor's recognition of the delay and must include a specific description of the problem
that the Contractor is having with the County's claims processing information system. Notification
shall be pursuant to the DMH Legal Entity Agreement, Paragraph 65 (NOTICES), and such
notification shall also be made by Contractor to the DMH Chief Information Office Bureau's Help
Desk.
The County will notify Contractor in writing as soon as practicable of
(f)
any County issue(s) which will prevent the entry by Contractor of claiming information into the
County's claims processing information system, and County will waive the requirement of this
Paragraph F (3) in the event of any such County issue(s). Once County has notified Contractor
that its issues are resolved, Contractor shall enter billing information into the County's claims
processing information system within 30 calendar days of County's notice unless otherwise agreed
to by County and Contractor.
I.

To the extent that issues identified pursuant to this

Paragraph F 3 (e) requires that Contractor modify its procedures for entering claims into the
County's claims processing information system, Contractor shall consult with County regarding a
reasonable time required to implement such modifications and, upon approval by County, the 30
calendar days required by this Paragraph F (3) (f) shali be extended by the amount of time
required to implement such modifications.
County may modify the County's claims processing information
(g)
system at any time in order to comply with changes in, or interpretations of, State or federal laws,
rules, regulations, manuals, guidelines, and directives. County shall notify Contractor in writing of
any such modification and the reason, if known, for the modification and the planned
implementation date of the modification. To the extent that such modifications create a delay in
7

Contractor submitting claims into the County's claims processing information system for a period of
time, the timelines under this Paragraph F shall be extended by the number of calendar days that
Contractor was unable to submit claims into the County's claims processing information system.
(4)

Institutions for Mental Diseases (IMD): If Contractor is an IMD, Contractor

shall, no later than the 15" of each month, submit an invoice to the County for patient days
approved in writing by the County for the previous month. Said invoice shall be in a form as
specified by the County, and will include an itemized accounting of all charges for each patient day.
lnvoices shall be submitted to the persons and at the address identified in Paragraph X (Payment
and lnvoice Notifications) of this Financial Exhibit A.
(5)

Medi-Cal Administrative Activities (MAA):

To the extent that MAA is

identified as a Unique Funded Program in the Financial Summary, Contractor shall submit claims
for reimbursement for MAA by entering the eligible MAA services provided and the actual time
incurred rendering the MAA services into the County's MAA data base system within 30 days of
rendering the MAA services.
County may modify the County's MAA data base system, at any time
(a)
in order to comply with changes in, or interpretations of, State or federal laws, rules, regulations,
manuals, guidelines, and directives. County shall notify Contractor in writing prior to implementing
any such modification and the reason, if known, for the modification and the planned
implementation date of the modification.
(6)

Direct Charqes: Contractor shall submit invoices for Direct Charges within

60 calendar days of the end of the month in which the eligible expense was incurred. Such invoice
shall be in the form and include the content specified by County for each Funded Program.
lnvoices shall be submitted to the persons and at the address identified in Paragraph X (Payment
and lnvoice Notifications) of this Financial Exhibit A. Failure to comply with the terms specified in
this Paragraph F, subparagraph (6) may result in non-payment of said invoice.
G.

COUNTY PAYMENT FOR SERVICES RENDERED
(1)

General:

County agrees to reimburse Contractor for services rendered

under Funded Programs during the term of this Agreement based on the provisional rates agreed
to by the County for the Initial period; First Automatic Renewal Period and Second Automatic
Renewal Period, respectively, subject to all of the rules, regulations and policies established by the
County, State andlor federal governments regarding payment and reimbursement of services, and
in accordance with the terms of this Agreement.
(2)

County Payments: After Director's review and approval of the billing or

invoice, County shall provisionally pay Contractor in accordance with the following:

(a)

County shall make good faith efforts to make payments for services

billed through the County's claims processing information system as soon as possible after
submission and approval, subject to the limitations and conditions specified in this Agreement, but
no more than 60 calendar days after submission and approval. County shall make available a
schedule of anticipated payment dates for claims submitted by Contractor into the County's claims
processing information system prior to July 1 of each year.
Payments for services or Direct Charges billed through invoices shall
(b)
be paid no more than 30 calendar days after receipt of a complete and accurate invoice, subject to
the limitations and conditions specified in this Agreement.
Payments for MAA will be made on a quarterly basis and will be
(c)
based upon actual State approval and State payment to the County of MAA claims. Only
Contractors who have been approved by the State to participate in and to claim reimbursement for
MAA and who have MAA authorized as a Unique Funded Program in their Contract are permitted
to claim MAA.

BILLING AND PAYMENT LIMITATIONS
(1)

Provisional Pavments: County payments to Contractor for performance of

eligible services hereunder are provisional until the completion of all settlement activities and
audits, as such payments are subject to future County, State andlor federal adjustments. County
adjustments to provisional payments to Contractor will be based upon the match fund amount
specified in the Financial Summary, County's claims processing information system data, MAA
data base information, State adjudication of Medi-Cal and Healthy Families claims files, contractual
limitations of this Agreement, annual cost report, application of various County, State andlor
federal reimbursement limitations, application of any County, State andlor federal policies,
procedures and regulations, andlor County, State or federal audits, all of which take precedence
over monthly claim reimbursements. County and Contractor acknowledge that the references in
this paragraph represent examples only and are not intended, nor shall be construed, to represent
all of the circumstances or conditions that may result in adjustments to provisional payments.

(2)

Limitations on Payments to Oraanizational Providers: In addition to all other

limitations provided in this Paragraph H (Billing and Payment Limitations), reimbursement to
Organizational Providers also shall be limited by number of authorized visits over the threshold as
stipulated in the County of Los Angeles DMH Local Mental Health Plan Provider Manual.
Other Limitations for Certain Funded Proarams: In addition to all other
(3)
limitations provided in this Paragraph H (Billing and Payment Limitations), reimbursement for
services rendered under certain Funded Programs may be further limited by rules, regulations and

procedures applicable only to that Funded Program. Contractor shall be familiar with said rules,
regulations and procedures and submit all claims in accordance therewith.
(4)

Adiustment of Claims Based on Other Data and Information: The County

shall have the right to adjust claims based upon data and information that may include, but is not
limited to, County's claims processing information system reports, remittance advices, State
adjudication of Medi-Cal claims, 835 data, and Contractor's annual Cost Report, all of which shall
supersede and take precedence over claims.
(5)

Adiustment of Claims for Aareement Compliance:

Director, in his sole

discretion and at any time and without prior written notice to Contractor, may take any necessary
actions required to ensure that Contractor shall not be paid a sum in excess of the amount due to
the Contractor under the terms and conditions of this Agreement. Such actions may include, but
are not limited to, reimbursing claims submitted through the claims processing information system
at an amount less than that amount that would be calculated using Contractor's provisional rates,
denying claims for payment; holding claims for Medi-Cal services from being forwarded for
adjudication by the State; andlor withholding payment of certain claims.
(a)

Concurrent with any such action, Director shall provide Contractor

with written notice of the County's decision to take such action@), including the reason@)for the
action.

Thereafter, Contractor may, within

10 calendar days of Contractor's receipt of the

notification, request reconsideration of the County's decision. Contractor may request in writing,
and shall receive if requested, County's computations for making a determination that such action
was necessary, including any amount@)held, denied or reduced.
(b)

Upon receiving a request for reconsideration from Contractor,

County shall, within 15 calendar days, schedule a meeting with Contractor to consider Contractor's
request to reconsider its action.

At said meeting, Contractor may present to the County

information or documentation relevant to the circumstances that led the County to take such
actions and may propose alternative actions.
(c)

Within 15 calendar days of said meeting, County shall, in writing,

notify Contractor, of its final decision which may include County's request to Contractor to void said
claims in the County's claim processing information system. The decision of the Director will be
final.
(d)

In the event of failure of Contractor to timely notify County of its

intended disposition of questioned claims, County reserves the right to take such action as is
necessary as to preserve possible reimbursement of said claims from a funding source. Should
the County grant reconsideration, such reconsideration will only be applicable to claims paid and
processed to the appropriate funding sources after the date that said reconsideration is granted.
10

(6)

Data:

Countv Withhold of Pavment for Contractor Lapse in Providina Service

If Contractor fails to submit service data as required by County, then the County may, in its

discretion, withhold all or a portion of its payment until County is in receipt of complete and correct
service data and such service data has been reviewed and approved by Director.
(a)

Prior to withholding payment, Director shall provide Contractor with

at least 30 calendar days written notice of the County's decision to withhold payment, including the
reason@) for intended action and the identification of the incomplete or incorrect service data.
Thereafter, Contractor may, within 15 calendar days, request reconsideration of the County's
decision.
(b)

Upon receiving a request for reconsideration from Contractor,

County shall, within 15 calendar days, schedule a meeting with Contractor to consider Contractor's
request to reconsider its action.

At said meeting, Contractor may present to the County

information or documentation relevant to the circumstances that led the County to take such
actions and may propose a date for submitting the complete and correct data.
Within 15 calendar days of said meeting, County shall, in writing,
(c)
notify Contractor, of its final decision. The decision of the Director will be final.
Upon receipt from the Contractor of revised service data, Director
(d)
shall review such revised service data within 60 calendar days of receipt. Upon determination that
such submitted service data is complete and correct, County shall release withheld payments
within 30 days of such determination.
(7)

County Denial of Payments for Lack of Documentation: Director may deny

payment for services when documentation of clinical work does not meet minimum State and
County written standards.
Prior to denying payment, Director shall provide Contractor with at
(a)
least 30 calendar days' written notice of the County's decision to deny payment, including the
reason(s) for the intended actions. Thereafter, Contractor may, within 15 calendar days, request
reconsideration of the County's decision.
(b)

Upon receiving a request for reconsideration from Contractor,

County shall, within 15 calendar days, schedule a meeting with Contractor to consider Contractor's
request to reconsider its action.

At said meeting, Contractor may present to the County

information or documentation relevant to the circumstances that led the County to take such
actions and may propose alternative actions.
Within 15 calendar days of said meeting, County shall, in writing,
(c)
notify Contractor of its final decision. The decision of the Director will be final.

(8)

County Suspension of Pavment for Default:

Director may suspend

payments to Contractor, for good cause, if the Director determines that Contractor is in default
under any of the provisions of this Agreement.
(a)

Except in cases of alleged fraud or similar intentional wrongdoing or

a reasonable good faith determination of impending insolvency, Director shall provide Contractor
with at least 30 calendar days' notice of such suspension, including a statement of the reason(s)
for such suspension. Thereafter, Contractor may, within 15 calendar days, request reconsideration
of Director's decision to suspend payment. Suspension of payment to Contractor shall not take
effect pending the results of such reconsideration process.
(b)

Upon receiving a request for reconsideration from Contractor,

County shall, within 15 calendar days, schedule a meeting with Contractor to consider Contractor's
request to reconsider its action.

At said meeting, Contractor may present to the County

information or documentation relevant to the circumstances that led the County to take such
actions and may propose alternative actions.
(c)

Within 15 calendar days of said meeting, County shall, in writing,

notify Contractor of its final decision. The decision of the Director will be final.

Asreement:

No Pavment for Services Rendered Followinq Expirationrrermination of
(9)
Contractor shall have no claim against County for payment of any money, or

reimbursement of any kind whatsoever, for any service provided by Contractor after the expiration
or other termination of this Agreement or any part thereof. Should Contractor receive any such
payment, it shall immediately notify County and shall immediately repay all such funds to County.
Payment by County for services rendered after expirationltermination of this Agreement shall not
constitute a waiver of County's right to recover such payment from Contractor. This provision shall
survive the expiration or other termination of this Agreement.
(10)

Contractor agrees to hold harmless both the State and beneficiary in the

event County cannot or will not pay for services performed by Contractor pursuant to this
Agreement.
1.

LIMITATION OF PAYMENTS BASED ON FUNDING AND BUDGETARY

RESTRICTIONS
(1)

This Agreement shall be subject to any restrictions, limitations, or conditions

imposed by State which may in any way affect the provisions or funding of this Agreement,
including, but not limited to, those contained in State's Budget Act.

(2)

This Agreement shall also be subject to any additional restrictions,

limitations, or conditions imposed by the federal government which may in any way affect the
provisions or funding of this Agreement.
In the event that the County's Board of Supervisors adopts, in any fiscal
(3)
year, a County Budget which provides for reductions in County contracts, the County reserves the
right to unilaterally reduce its payment obligation under this Agreement to implement such Board
reductions for that fiscal year and any subsequent fiscal year during the term of this Agreement,
and the services to be provided by the Contractor under this Agreement shall also be reduced
correspondingly. The County's notice to the Contractor regarding said reduction in payment
obligation shall be provided within 30 calendar days of the Board's approval of such action. Except
as set forth above in this Paragraph 1 (3) and Paragraph J (5), the Contractor shall continue to
provide all of the services set forth in this Agreement.
(4)

Notwithstanding any other provision of this Agreement, County shall not be

obligated for Contractor's performance hereunder or by any provision of this Agreement during this
or any of County's future fiscal years unless and until County's Board of Supervisors appropriates
funds for this Agreement in County's Budget for each such fiscal year. In the event funds are not
appropriated for this Agreement, then this Agreement shall terminate as of June 30 of the last
fiscal year for which funds were appropriated. County shall notify Contractor of any such nonappropriation of funds at the earliest possible date.
(5)

Notwithstanding any other provision of this Agreement, for the

purposes of any special grants such as Substance Abuse and Mental Health Services
Administration (SAMHSA) and discretionary funds received from the Board of Supervisors,
any unspent amounts of such grants andlor discretionary funds, if so authorized by the
grantor or the Board of Supervisors, may be rolled over from one fiscal year to the next by
decreasing and increasing the Funded Program Amount, thus the MCA, by the same
amount in the related fiscal years. Such roll over of funds shall not, in any event, allow
Contractor to receive reimbursement for serviceslactivities paid by these grants andlor
discretionary funds in excess of the total allotment of such grants and discretionary funds
over the period covered by such grants and discretionary funds. Any such change in the
MCA due to such roll over of funds shall be effected by a duly executed amendment to this
Agreement.

I
I

CONTRACTOR PROHIBITED FROM REDIRECTION OF CONTRACTED FUNDS

Funds under this Agreement are provided for the delivery of mental health
(1)
services to eligible beneficiaries under each of the Funded Programs identified in the Financial
Summary Each Funded Program has been established in accordance with the requirements and
restrictions imposed by each respective County, State andlor federal payer source contributing to
the Funded Program.
(2)

Contractor may not redirect funds from one Funded Program to another

Funded Program, except through a duly executed amendment to this Agreement.
(3)

Contractor may not redirect funds from one Subprogram to another

Subprogram, except as outlined in DMH Policy, Shifting Guidelines for the Legal Entity Agreement.
(4)

Contractor may not charge services delivered to an eligible beneficiary

under one Funded Program to another Funded Program unless the recipient is also an eligible
beneficiary under the second Funded Program. When a recipient of services is an eligible
beneficiary under more than one Funded Program, Contractor shall charge the services to the
Funded Program under which the County shall receive maximum reimbursement from non-County
sources, provided that Contractor has available funds under the appropriate Funded Program.
Contractor also shall not charge services delivered to an eligible beneficiary
(5)
for Medi-CallHealthy Families to the Non-Medi-CalINon-Healthy Families Funded Program Amount
except in such cases where a client's eligibility for benefits is being established or determined.
Upon confirming that said client is approved for Medi-CalIHealthy Families benefits, or in such case
that the County may determine that a service paid originally through the Non-Medi-Call NonHealthy Families Funded Program Amount was to a client approved for Medi-CallHealthy Families,
Contractor shall void the original claims for services provided on or after the effective date that
Medi-CallHealthy Family services became eligible for reimbursement, and replacelresubmit such
claims for Medi-CallHealthy Families under the correct Funded Program.
(6)

Contractor shall be responsible for delivering services to clients to the extent

that funding is provided by the County. Where Contractor determines that services to clients can
no longer be delivered, Contractor shall provide 30 days prior written notice to County. Contractor
shall thereafter refer clients to County or to another appropriate Contractor.
(a)

Contractor shall not be required to provide the notice required under

this Paragraph J (5) if the County reduces funding to the Contractor under Paragraph I (Limitation
of Payments Based on Funding and Budgetary Restrictions) whether such reductions occur at the
beginning or during a fiscal year. In addition, if County reduces or eliminates funding for a specific
Funded Program, or portion thereof, Contractor shall not be responsible for continuing services for
those clients served by the Funded Program, or portion thereof.
14

COUNN'S RIGHT TO RE-ALLOCATE UNDERUTILIZED FUNDS

County and Contractor may by written amendment reduce programs or
(1)
services and revise the applicable Maximum Contract Amount andlor Funded Program Amount.
The Director shall provide 15 business days prior written notice of such funding changes to
Contractor, including any changes in the amount of services to be received by County, to
Contractor, DMH Contracts Development and Administration Division, and to County's Chief
Executive Officer. Any such change in any applicable Maximum Contract Amount and/or Funded
Program Amount shall be effected by an administrative amendment to this Agreement by Director;
and

(2)

Notwithstanding Paragraph K (I), if the County in its sole discretion

determines from a review of Contractor's service and billing records that a significant portion of the
funds provided for services under this Agreement will be underutilized in any period of the
Agreement term, then the Director shall provide 15 business days prior written notification to
Contractor of County's intent to reallocate underutilized funds by the moving of such funds into
another program budget category for the same period on the Financial Summary (Attachment Ill)
within this Agreement, andlor reallocate such funds into another DMH Legal Entity Agreement with
another contract provider that readily provides for the efficient use of such funds before the
expiration of the same period in this. This written notification is to include an explanation of how
the County reached the conclusion that Contractor is underutilizing funds; copies of relevant data,
such as but not limited to County information system reports that County used in making this
decision; the nature and amount of funding changes to Contractor; and any changes in the amount
of services to be received by County.
In the event Contractor believes that an adjustment authorized under this provision
is unjustified, Contractor may, within the 15 business day notice period, so notify the Director in
writing, and request a meeting with County to review County's documentation that Contractor will
be underutilizing a significant portion of its Maximum Contract Amount andlor Funded Program
Amount. Any such meeting shall be held within 30 calendar days of the initial written notification. If
Contractor fails to meet with County in this period of time, Contractor is deemed to have waived its
opportunity to meet with County and accepts County recommended changes to its Maximum
Contract Amount and/or Funded Program Amount.
If, thereafter, it is still determined that a significant portion of the Maximum Contract
Amount andlor Funded Program Amount will be underutilized the County shall reallocate such
funds, as provided above. Director shall provide final prior written notice of such funding changes,
including any changes in the amount of services to be received by County, to Contractor, DMH
Contracts Development and Administration Division, and County's Chief Executive Office, and the
15

determination of the Director will be final. Any such change in any applicable Maximum Contract
Amount and/or Funded Program Amount shall be effected by an administrative amendment to this
Agreement by Director. Changes that are based on one-time circumstances will be applicable to
the current contract year only and shall not result in reductions (or increases) of Maximum Contract
Amounts and/or Funded Program Amount in subsequent years, while changes that are based on
clearly documented ongoing historical trends may result in ongoing reductions (or increases) of
Maximum Contract Amounts and/or Funded Program Amount in subsequent years.
The determination by the Director shall be effective upon the receipt of such final
prior written notice by Contractor and the changes to funding and services shall be incorporated
into this Agreement as of the date of receipt. Contractor understands and agrees that its Maximum
Contract Amount and/or Funded Program Amount may be reduced as a result of the adjustments
authorized by this provision, and further acknowledges that County has relied upon this flexibility in
establishing the Maximum Contract Amount andlor Funded Program Amount for this Agreement.
By executing this Agreement, Contractor specifically consents to the prospective adjustments set
forth in this provision.
(3)

Notwithstanding Paragraph K (I), if the County in its sole discretion

determines from a review of Contractor's service and billing records that a significant portion of the
funds provided for a Subprogram under this Agreement is underutilized in any period of the
Agreement term, then the Director shall provide 15 business days prior written notification to
Contractor of County's intent to reallocate underutilized funds, in subsequent fiscal year@), into
another DMH Legal Entity Agreement with another contract provider that readily provides for the
efficient use of such funds. This written notification is to include an explanation of how the County
reached the conclusion that Contractor is underutilizing funds; copies of relevant data, such as but
not limited to County information system reports that County used in making this decision; the
nature and amount of funding changes to Contractor; and any changes in the amount of services
to be received by County.
In the event Contractor believes that an adjustment authorized under this provision
is unjustified, Contractor may, within the 15 business day notice period, so notify the Director in
writing, and request a meeting with County to review County's documentation that Contractor will
be underutilizing a significant portion of its Subprogram amount. Any such meeting shall be held
within 30 calendar days of the initial written notification. If Contractor fails to meet with County in
this period of time, Contractor is deemed to have waived its opportunity to meet with County and
accepts County recommended changes to its Maximum Contract Amount.
If, thereafter, it is still determined that a significant portion of the Subprogram
Aamount will be underutilized the County shall reallocate such funds, as provided above. Director

shall provide final prior written notice of such funding changes, including any changes in the
amount of services to be received by County, to Contractor, DMH Contracts Development and
Administration Division, and County's Chief Executive Office, and the determination of the Director
will be final.
The determination by the Director shall be effective upon the receipt of such final
prior written notice by Contractor and the changes to funding and services shall be incorporated
into the Agreement for the subsequent fiscal year@). Contractor understands and agrees that its
Maximum Contract Amount may be reduced as a result of the adjustments authorized by this
provision, and further acknowledges that County will rely upon this flexibility in establishing the
Maximum Contract Amount for the Agreement for the subsequent fiscal year@).
L.
SERVICES

LIMITATION ON COUNTY'S FINANCIAL RESPONSIBILITY FOR PAYMENT OF
UNDER

TITLE

XIX

SHORT-DOYLEIMEDI-CAL

SERVICES.

MEDI-CAL

ADMINISTRATIVE ACTIVITIES AND/OR TITLE XXI HEALTHY FAMILIES
If, under this Agreement, Contractor has Funded Programs that include Title
(1)
XIX Short-DoylelMedi-Cal services, Medi-Cal Administrative Activities, andlor Title XXI Healthy
Families services, Contractor shall certify annually, no later than July 10 of each year, in writing
that all necessary documentation will exist at the time any claims for Title XIX Short-DoylelMedi-Cal
services andlor Medi-Cal Administrative Activities, andlor Title XXI Healthy Families are submitted
by Contractor to County.
Contractor shall be solely liable and responsible for all service data and
information submitted by Contractor.
Contractor acknowledges and agrees that the County, in undertaking the
(2)
processing of claims and payment for services rendered under this Agreement for these Funded
Programs, does so as the Mental Health Plan for the State and federal governments.

(3)

Contractor shall submit to County all Title XIX Short-DoyleIMedi-Cal andlor

Medi-Cal Administrative Activities, andlor Title XXI Healthy Families claims or other State required
claims data within the time frame(@ prescribed by this Agreement to allow the County to meet the
timeframes prescribed by the State and federal governments. County shall have no liability for
Contractor's failure to comply with the time frames established under this Agreement andlor State
and federal time frames, except to the extent that such failure was through no fault of Contractor.
County, as the Mental Health Plan, shall submit to the State in a timely
(4)
manner claims for Title XIX Short-DoyleIMedi-Cal services andlor Medi-Cal Administrative
Activities, andlor Title XXI Healthy Families services only for those serviceslactivities identified and
entered into the County's claims processing information system andlor into the Medi-Cal

Administrative Activities data base system, as appropriate, which are compliant with State and
federal requirements. County shall make available to Contractor any subsequent State approvals
or denials of such claims within 30 days of receipt thereof.
Contractor acknowledges and agrees that County's final payment for
(5)
services and activities claimed by Contractor for Title XIX Short-DoylelMedi-Cal services and/or
Medi-Cal Administrative Activities, andlor Title XXI Healthy Families services is contingent upon
reimbursement from the State and federal governments and that County's provisional payment
for said services does not render County in any way responsible for payment of, or liable for,
Contractor's claims for payment for these services.
(6)

Contractor's ability to retain payment for such services and/or activities is

entirely dependent upon Contractor's compliance with all laws and regulations related to same.

(7)

Notwithstanding any other provision of this Agreement, Contractor shall hold

County harmless from and against any loss to Contractor resulting from the denial or disallowance
of claims for or any audit disallowances related to said services by the County, State or federal
governments, or other applicable payer source, unless the denial or disallowance was due to the
fault of the County.
(8)

Contractor shall repay to County the amount paid by County to Contractor

for Title XIX Short-DoyleIMedi-Cal and/or Medi-Cal Administrative Activities, andlor Title XXI
Healthy Families services/activities which are subsequently denied or disallowed by the County,
State, and/or federal governments. In no event shall County be liable or responsible to Contractor
for any State approved Title XIX Short-DoyleIMedi-Cal andlor Medi-Cal Administrative Activities,
and/or Title XXI Healthy Families services/activities that are subsequently denied or disallowed by
County, State, and/or federal governments unless the denial or disallowance was due to the fault
of the County.
(9)

Contractor acknowledges that any recovery by County of payments made to

Contractor for Title XIX Short-DoyleIMedi-Cal services andlor Title XXI Healthy Families services
and/or MAA which are subsequently denied, voided, andlor disallowed shall be the total County's
payment amount for such claim(s). The total County payment under federal requirements consists
of federal and local match, and such local match may consist of County and/or State funds.

(10)

Notwithstanding any other provision of this Agreement, Contractor agrees

that the County may offset future payments to the Contractor andlor demand repayment from
Contractor when amounts are owed to the County pursuant to Subparagraphs (7) and (8) above.
Such demand for repayment and Contractor's repayment shall be in accordance with Paragraph S
(Method of Payments for Amounts Due to County) of this Financial Exhibit A, except for denials

reflected on the State's 835 files, which will be offset immediately from the County's next payment
to Contractor.
(11) Contractor shall comply with all written instructions provided to Contractor by
Director, State or other applicable payer source regarding claiming and documentation.
Nothing in this Paragraph L shall be construed to limit Contractor's rights to
(12)
appeal State and federal settlement andlor audit findings in accordance with the applicable State
and federal regulations.
M.

PATIENTICLIENT ELIGIBILITY, UMDAP FEES. THIRD PARTY REVENUES. AND

INTEREST
Contractor shall comply with all County, State, and federal requirements and
(1)
procedures relating to:
(a)

The determination and collection of patienffclient fees for services

hereunder based on the Uniform Method of Determining Payment (UMDAP), in accordance with
the State Department of Mental Health guidelines and Welfare and Institutions Code Sections
5709 and 5710.
(b)

The eligibility of patientslclients for Short-DoylelMedi-Cal, Medicare,

private insurance, or other third party revenue, and the collection, reporting and deduction of all
patienffclient and other revenue for patientslclients receiving services hereunder. Contractor shall
pursue and report collection of all patienffclient and other revenue.
All fees paid by patientslclients receiving services under this Agreement and
(2)
all fees paid on behalf of patientslclients receiving services hereunder shall be utilized by
Contractor only for the delivery of mental health servicelactivities specified in this Agreement.
(3)

Contractor may retain unanticipated revenue, which is not shown in

Contractor's Negotiation Package for this Agreement, for a maximum period of one Fiscal Year,
provided that the unanticipated revenue is utilized for the delivery of mental health
serviceslactivities specified in this Agreement. Contractor shall report the expenditures for the
mental health serviceslactivities funded by this unanticipated revenue in the Annual Cost Report
submitted by Contractor to County.
(4)

Contractor shall not retain any fees paid by any sources for, or on behalf of,

Medi-Cal beneficiaries without deducting those fees from the cost of providing those mental health
services for which fees were paid.
Contractor may retain any interest andlor return which may be received,
(5)
earned or collected from any funds paid by County to Contractor, provided that Contractor shall

utilize all such interest and return only for the delivery of mental health serviceslactivities specified
in this Agreement.
(6)

Failure of Contractor to report in all its claims and in its Annual Cost Report

all fees paid by patientslclients receiving services hereunder, all fees paid on behalf of
patientslclients receiving services hereunder, all fees paid by third parties on behalf of Medi-Cal
beneficiaries receiving services andlor activities hereunder, all unanticipated revenue not shown in
Contractor's Negotiation Package for this Agreement, and all interest and return on funds paid by
County to Contractor, shall result in:
(a)

Contractor's submission of a revised claim statement showing all

such non-reported revenue.
(b)

A report by County to SDMH of all such non-reported revenue

including any such unreported revenue paid by any sources for or on behalf of Medi-Cal
beneficiaries.
(c)
N.

Any appropriate financial adjustment to Contractor's reimbursement.

CASH FLOW ADVANCE IN EXPECTATION OF SERVICESIACTIVITIES TO BE

RENDERED
The Maximum Contract Amount for each period of this Agreement includes
(1)
Cash Flow Advance (CFA) which is an advance of funds to be repaid by Contractor through direct
payment of cash andlor through the provision of appropriate serviceslactivities under this
Agreement during the applicable period.
For each month of each period of this Agreement, County will reimburse
(2)
Contractor based upon Contractor's submitted claims for rendered serviceslactivities subject to
claim edits, and future settlement and audit processes. However, for each month of the first three

(3) months, of the Initial Term, the First Automatic Renewal Period, or the Second Automatic
Renewal Period, Contractor may request in writing from County a monthly County General Fund
CFA as herein described.

(3)

CFA shall consist of, and shall be payable only from, the Maximum Contract

Amount for the particular fiscal year in which the related services are to be rendered and upon
which the request@)is (are) based.
CFA is intended to provide cash flow to Contractor pending Contractor's
(4)
rendering and billing of eligible serviceslactivities, as identified in DMH Legal Entity Agreement
Paragraph 5 (DESCRIPTION OF SERVICESIACTIVITIES), and County payment thereof.
Contractor may request each monthly Cash Flow Advance only for such serviceslactivities and

only to the extent that there is no reimbursement from any public or private sources for such
services/activities.
No Cash Flow Advance will be given if a Contractor has not been certified
(5)
as an eligible Medi-Cal service provider unless otherwise agreed to by County.
(6)

Cash Flow Advance Request Letter: For each month for which Contractor

is eligible to request and receive a CFA, Contractor must submit to the County a letter requesting a
CFA and the amount of CFA Contractor is requesting.
In order to be eligible to receive a CFA, the letter requesting a CFA
(a)
must be received by County on or before the 15' of that month (i.e., for the month of July 2012, the
request must be received by July 15, 2012).
I.

If the letter requesting CFA is received by the County from

the Contractor after the 15th of the month, Contractor will not be eligible to receive a CFA for that
month.
The signed letter requesting a CFA must be sent via mail, fax or
(b)
email (PDF file) to the Department of Mental Health Financial Services Bureau - Accounting
Division, Provider Reimbursement Unit (PRU).
I.

PRU staff will determine whether Contractor is eligible to

have its request considered based on the date the request letter is received by PRU and not the
date on the request letter.
Upon receipt of a request, Director, in his sole discretion, shall
(c)
determine whether to approve the CFA and, if approved, whether the request is approved in whole
or in part.
I.

If a CFA is not approved, Director will notify Contractor within

10 business days of the decision, including the reason(s) for non-approval. Thereafter, Contractor
may, within 15 calendar days, request reconsideration of the decision.
(7)

Reduction of Cash Flow Advance Amount by Actual Adiudicated Claims:

The Cash Flow Advance amount available to Contractor for any particular month will be reduced by
County payments of claims received from Contractor. The County's claims payment process is
initiated immediately upon County receipt from Contractor of a reimbursement claim.
Business Rules for the Determination of the Maximum Amount of the
(8)
Cash Flow Advance Request:
(a)

For each of the first three months of each period that this

Agreement is in effect, Contractor may request in writing from County a monthly County General
Fund CFA for any funds which may be part of the Maximum Contract Amount for such period as
identified in the Financial Summary. Contractor shall specify in its request the amount of the
21

monthly CFA it is requesting, not to exceed
applicable and

$wfor the first month, $mfor the second month, if

$mfor the third month, if applicable. In no event shall the monthly CFA requested

by Contractor exceed 1112'~of Maximum Contract Amount as identified on the Financial Summary
as of the specified month the CFA is requested
(b)

In case the Agreement is amended to increase or reduce the

Maximum Contract Amount during the first three months during which the Contractor may request
and receive CFA, the CFA amount shall be recalculated for the remaining months based on the
effective date of the amendment. For the month in which the amendment is executed, the revised
CFA amount shall be based on the effective date of the amendment, and if such effective date falls
between the first and the 15" of the month, the revised CFA amount will be adjusted based on the
total amount of the change in the MCA; and if the effective date falls between the 16" and the end
of the month, the revised CFA amount will be calculated based on one half (112) of the total change
in the MCA.
(c)

The Contractor may request in writing from County, consistent with

section N (8) (a) above, for additional monthly CFA to accommodate extraordinary circumstances
that are beyond Contractor's control, i.e., Contractor's inability to submit claims to the County as
described in Section F (3) of this Financial Exhibit A (Financial Provisions) due to extended
disruption in the County's claims processing information system. The County in its sole discretion
shall review Contractor's request and shall respond accordingly within 15 business days from the
receipt of such request.
I.

Additional monthly CFA is subject to approval by the Director,

County Auditor-Controller, County Counsel and County Chief Executive Office.
Recoverv of Cash Flow Advances: If Contractor has received any CFA
(9)
pursuant to this Paragraph N (Cash Flow Advance In Expectation of Services/Activities To Be
Rendered), then recovery from Contractor's monthly claims shall be made through cash payment
made by Contractor to County andlor County offsets to County payment@) of Contractor's
approved claim@)as follows:
(a)

Generally, when Contractor rendering services at a level that would

indicate it will utilize all or a substantial portion of its Maximum Contract Amount, County initiates
recovery of the CFA balance, if any, for a particular Fiscal Year in July following the close of such
Fiscal Year or at such time as payments to Contractor, including the CFA, reach the Maximum
Contract Amount. Such recovery is initiated through the Contractor's rendering and submitting of
appropriate services and activities into the County's claims processing information system andlor
the submission of invoices for direct charges. The determination to begin recovery of CFA balance
in July of the following fiscal year, or at such time as payments to Contractor, including the CFA,
22

reach the Maximum Contract Amount, is based on the presumption that when a contractor is
meeting its contractual levels, then the Contractor will have rendered sufficient serviceslactivities
and entered such serviceslactivities into the County's claims processing information system by
September 30 following the end of the fiscal year. September 30 is the date by which all or a
substantial portion of the Contractor's prior Fiscal Year's claims should have been received from
Contractor and processed by County.
(b)

If at any time during the Fiscal Year, County determines that

Contractor is not rendering services at a level that would utilize all of its Maximum Contract
Amount, County may initiate recovery of the CFA as specified in Subparagraph (a) above prior to
July 1. If County intends to initiate recovery of the CFA prior to July 1, County will give Contractor
30 calendar days prior written notice, including the reason@) for the intended actions, to ensure
Contractor renders and submits sufficient se~iceslactivitiesto have repaid all, or a substantial
portion of the CFA, by September 30 following the Fiscal Year close. Contractor may, within 15
calendar days of the receipt of County's written notice, request reconsideration of the County's
decision.
(c)

Should a Contractor have any remaining CFA balance for a

particular Fiscal Year at such time as the State SDIMC Cost Report is complete, County will
perform an analysis to determine the amount of unearned CFA balance based on the SDIMC Cost
Report and Contractor repayment of the unearned CFA balance shall be conducted as specified in
this Financial Exhibit A (FINANCIAL PROVISIONS), Paragraph S (Method of Payments for
Amounts Due to County) unless otherwise agreed to by County.
(10) When Contractor's Cash Flow Advance balance is zero in any fiscal year of
the Term of this Agreement, any County andlor State andlor federal government@) approved
Contractor reimbursement claims for eligible serviceslactivities will be disbursed in accordance with
the terms and conditions of this Agreement.
(11) Should Contractor request and receive CFA, Contractor shall exercise cash
management of such CFA in a prudent manner.
(12)

CFA for IMD, PHF and Mental Health Rehabilitation Center Contractors

m:The amount of a CFA payment shall be based on the average daily census for the last two
available months of the preceding fiscal year.
0.

ANNUAL COST REPORTS

For each Fiscal Year or portion thereof that this Agreement is in effect,
(1)
Contractor shall provide County with two copies of an accurate and complete annual cost report,
along with a statement of expenses and revenue, and a Cost Report Certification. The statement

of expenses and revenue and Cost Report Certification must be signed by a Contractor's executive
official or designee, by the due date specified in Paragraph 0 (4) of this Financial Exhibit A.
(2)

An accurate and complete annual cost report (Annual Cost Report) shall be

defined as a cost report which is completed to the best of the ability of Contractor on such forms or
in such formats as specified by the County and consistent with such instructions as the County
may issue and is based on the best available data.
(3)

The Annual Cost Report will be comprised of a separate set of forms for the

County and State based on the Financial Summary applicable to the Fiscal Year.
(4)

The Annual Cost Report will be due on September 15" for the fiscal year

ending on the previous June 30Ih or 75 days following the expiration or termination date of this
Agreement, whichever occurs earlier. Should the due date fall on a weekend, such report will be
due on the following business day.
(a)

Failure by Contractor to submit an Annual Cost Report within 30

calendar days after the due date specified in this Paragraph 0 (Annual Cost Reports),
Subparagraph (4) above, shall constitute a breach of this Agreement.
I.

In addition to, and without limiting, any other remedy

available to the County for such breach, County may undertake any or all of the following to
remedy such breach:
In such instance that Contractor does not submit an
(A)
annual cost report(s) by such 30 calendar days after the applicable due date specified in
Paragraph 0 (Annual Cost Reports), Subparagraph (4), then all amounts covered by the
outstanding annual cost report@) and paid by County to Contractor for the Fiscal Year for which
the annual cost report@) is (are) outstanding shall be due by Contractor to County. Contractor
shall pay County according to the method described in this Financial Exhibit A (FINANCIAL
PROVISIONS), Paragraph S (Method of Payments for Amounts Due to County). Such payments
shall be submitted to the persons and at the address identified in Paragraph X (Payment and
Invoice Notifications) of this Financial Exhibit A.
(B)

If this Agreement is automatically renewed as

provided in DMH Legal Entity Agreement Paragraph 1 (TERM), then County may opt to suspend
payments to Contractor under this Agreement until the Annual Cost Report@) is (are) submitted.
County shall give Contractor at least 15 business days written notice of its intention to suspend
payments hereunder, including the reason(s) for its intended action. Thereafter, Contractor shall
have 15 business days either to correct the deficiency, or to request reconsideration of the decision
to suspend payments. Payments to Contractor shall not be suspended during said 15 business

days provided to correct the deficiency or, if reconsideration is requested, pending the results of
the reconsideration process.
Failure by the Contractor to submit an Annual Cost Report@)by the
(b)
due date specified in this Subparagraph (4) will result in damages being sustained by the County.
County and Contractor agree that it will be impracticable or extremely difficult to fix the extent of
actual damages resulting from the failure of the Contractor to submit its Annual Cost Report@)to
the County under this Paragraph. The County and Contractor hereby agree that a reasonable
estimate of said damages is $100 per day for each day that the Contractor fails to submit to the
County by the due date.
I.

Liquidated damages shall be assessed separately on each

outstanding Annual Cost Report.
11.

Liquidated damages shall be assessed commencing on

September 16'~or on the seventy-sixth day following the expiration or earlier termination of this
Agreement and shall continue until the outstanding Annual Cost Report(s) is (are) received.
...
III.
Upon written request from the County, Contractor shall,
within 30 days, submit to the County payment for said damages. Said Payment shall be submitted
to the persons and at the address identified in Paragraph X (Payment and Invoice Notifications) of
this Financial Exhibit A.
iv.

Contractor may ask that liquidated damages not be

assessed by sending a written request for an extension to submit the Annual Cost Report to the
Director no later than 30 days prior to the due date specified in this Subparagraph (4). The
decision to grant an extension without assessing liquidated damages in accordance with this
Paragraph 0 (4) (b) shall be at the sole discretion of the Director.
Each Annual Cost Report shall be prepared by Contractor in accordance
(5)
with the Centers for Medicare and Medicaid Services' Publications #15-1 and #15-2; "The Provider
Reimbursement Manual Parts 1 and 2;" the State's Cost and Financial Reporting System (CFRS)
Instruction Manual; and for organizational providers in the Mental Health Specialty Services Mental
Health Plan' service provider network, the "Los Angeles County DMH Organizational Provider's
Manual for Specialty Mental Health Services under the Rehabilitation Option and Targeted Case
Management;" and any other written guidelines that shall be provided to Contractor at the Cost
Report training, to be conducted by County on or before June 30 of the Fiscal Year for which the
Annual Cost Report is to be prepared.
(a)
mandatory.

Attendance by Contractor at the County's Cost Report Training is

Failure by the Contractor to attend the Cost Report Training shall be
(b)
considered a breach of this Agreement that will result in damages being sustained by the County.
County and Contractor agree that it will be impracticable or extremely difficult to fix the extent of
actual damages resulting from the failure of the Contractor to attend the Cost Report Training.
The County and Contractor hereby agree that a reasonable estimate of said damages is $100 per
occurrence. Therefore, County may, in its sole discretion, assess liquidated damages in the
amount of $100 for Contractor's non-attendance at the Cost Report Training. Said Payment shall
be submitted to the persons and at the address identified in Paragraph X (Payment and lnvoice
Notifications) of this Financial Exhibit A.

(6)

Upon written notification from the Director that its Annual Cost Report

contains errors or inaccuracies, Contractor shall, within 30 calendar days, correct such errors and
inaccuracies and resubmit its Annual Cost Report.
(a)

If Contractor fails to correct inaccuracies in annual cost report within

30 calendar days after receipt of written notification from the Director and said inaccuracies result
in the loss of reimbursement to the County for claimable amounts that were paid to Contractor,
Contractor must return back to the County the amount of lost reimbursement that the County could
have claimed if the inaccuracy was corrected by Contractor.
I.

Upon written notice from the County, Contractor shall have

30 calendar days to make payment to the County in the amount specified by the County. Said
payment shall be submitted to the persons and at the address identified in Paragraph X (Payment
and lnvoice Notifications) of this Financial Exhibit A.
(7)

Contractor shall be solely responsible for any loss incurred by County due to

Contractor's failure to comply with County and State cost report requirements.
P.

OTHER REQUIREMENTS FOR CONTRACTORS PROVIDING TITLE XIX

SHORT-DOYLEIMEDI-CAL SERVICES, MEDI-CAL ADMINISTRATIVE ACTIVITIES AND/OR
TITLE XXI HEALTHY FAMILIES SERVICES
(1)

Contractor

shall

maintain

records

documenting

all

Title

XIX

Short-DoyleIMedi-Cal services andlor Medi-Cal Administrative Activities, andlor Title XXI Healthy
Families services for a period of seven (7) years from the end of the Fiscal Year in which such
services were provided or until three years after final resolution of any audits or appeals, whichever
occurs later.

(2)

Contractor shall complete and certify, in accordance with State and County

instructions, and provide DMH with two (2) copies of an accurate and complete Title XIX
Short-DoyleIMedi-Cal Reconciliation Report at the legal entity level by the due date set by the State

for the applicable fiscal year. The due date is approximately 16 months after the close of the fiscal
year.
Should Contractor fail to provide County with the Title XIX Short(a)
DoylelMedi-Cal Reconciliation Report by the due date, then Director, in his sole discretion, shall
determine which State approved Short-DoyleIMedi-Cal services shall be used by County for
completion of the Title XIX Short-DoyleIMedi-Cal Reconciliation Report.
Contractor shall hold County harmless from and against any loss to
(b)
Contractor resulting from the Contractor's failure to provide County with the Title XIX ShortDoyleIMedi-Cal Reconciliation Report and County's subsequent determination of which Stateapproved Short DoylelMedi-Cal services to use for completion of the Title XIX Short-DoylelMediCal Reconciliation Report for the Contractor.
Q.

ANNUAL COST REPORT RECONCILIATION AND SETTLEMENT
(1)

Based on the Annual Cost Report@) submitted pursuant to this Financial

Exhibit A (FINANCIAL PROVISIONS) Paragraph 0 (Annual Cost Reports) and the most updated
State Medi-Cal approvals and County claims information, at the end of each Fiscal Year or portion
thereof that this Agreement is in effect, the State and County will perform an Annual Cost Report
Reconciliation and Settlement.
Upon initiation and instruction by the State, County will perform the
(a)
Short-DoylelMedi-Cal Reconciliation with Contractors.
(b)

County will perform settlement upon receipt of State Reconciliation

Settlement to the County.
(2)

Such reconciliation and settlement will be subject to the terms and

conditions of this Agreement and any other applicable State andlor federal statutes, regulations,
policies, procedures andlor other requirements pertaining to cost reporting and settlements for Title
XIX Short-DoyleIMedi-Cal and Medi-Cal Administrative Activities, and Title XXI Healthy Families,
and other applicable federal andlor State programs.
(3)

Annual Cost Report Reconciliation Settlement shall be subject to the

limitations contained in the Financial Summary. Such limitations include, but are not limited to:
(a)

Available Match funds as indicated in Column D of the Financial

(b)

Actual submitted and approved claims to those third-parties

Summary;
providing funds in support of specific Funded Programs;
(c)

Funded Program Amounts;

(4)

County shall issue its Annual Cost Report Reconciliation Settlement findings

no later than 180 calendar days after the receipt by County from the State of the State's Cost
Report Settlement package and payment for a particular fiscal year.

(a)

As part of its annual cost report settlement, County shall identify any

amounts due to Contractor by the County or due from the Contractor to the County.
(b)

Upon issuance of the County's annual cost report settlement,

Contractor may, within 30 calendar days, submit a written request to the County for review of the
annual cost report settlement.
I.

Upon receipt by County of the Contractor's written request,

the County shall, within 30 calendar days, meet with the Contractor to review the annual cost report
settlement and to consider any documentation or information presented by the Contractor.
Contractor may waive such meeting and elect to proceed based on written submission at its sole
discretion.
11.

Within 30 calendar days of the meeting specified in (i) above,

County shall issue a response to the Contractor including confirming or adjusting any amounts due
to Contractor by the County or due from Contractor to the County.
(5)

In the event that the Annual Cost Report Reconciliation Settlement indicates

that the Contractor is due payment from the County, County shall initiate the payment process to
Contractor within 30 calendar days following the expiration of the date to request a review as
specified in Subparagraph (4) (b) above or issuance of the County response as specified in
Subparagraph (4) (b) ii. above, whichever is later.
In the event that the Annual Cost Report Reconciliation Settlement indicates
(6)
that the Contractor owes payments to the County, Contractor shall make payment to the County in
accordance with the terms of Paragraph S (Method of Payments for Amounts Due to County) of
this Financial Exhibit A (Financial Provisions). Said payment shall be submitted to the persons and
at the address identified in Paragraph X (Payment and Invoice Notifications) of this Financial
Exhibit A.

(7)

Regardless of any other provision of this Paragraph Q, reimbursement to

Contractor shall not exceed the Maximum Contract Amount and shall not exceed the Funded
Program Amount, as identified on the Financial Summary

AUDITS, AUDIT APPEALS AND POSTAUDIT APPEAL SHORT-DOYLEIMEDI-

CAL (SDIMC) SETTLEMENT
(1)

At any time during the term of this Agreement or after the expiration or

termination of this Agreement, in accordance with State and federal law including but not limited to

the California Welfare and Institutions Code (WIC) Sections 14170 et seq., authorized
representatives from the County, State or federal governments may conduct an audit of Contractor
regarding the services/activities provided under this Agreement.
Settlement of audit findings will be conducted according to the auditing
(2)
party's procedures in place at the time of the audit.

(3)

Post-Audit SDlMC Settlement: In the case of a State Short-DoyleIMedi-Cal

(SDIMC) audit, the State and County will perform a post-audit SDIMC settlement based on State
audit findings. Such settlement will take place when the State initiates its settlement action, which
customarily is after the issuance of the audit report by the State and before the State's audit appeal
process.
County shall issue Post-Audit SDlMC Settlement to Contractor for
(a)
any amount due County or due to Contractor no later than ninety (90) calendar days after the State
issues its audit report to the County.
If the Post-Audit SDIMC Settlement determines that the amount paid
(b)
by County to Contractor for any units furnished hereunder are more than the amounts allowable
pursuant to this Agreement, then the difference shall be due by Contractor to County upon the
State andlor Federal collection from County of the amount due, or after exhausting all appeals, if
any, whichever occurs first. Contractor shall make payment to the County in accordance with the
terms of Paragraph S (Method of Payments for Amounts Due to County) of this Financial Exhibit A
(Financial Provisions). Said payment shall be submitted to the persons and at the address
identified in Paragraph X (Payment and Invoice Notifications) of this Financial Exhibit A.

(c)

County shall follow all applicable federal laws, regulations manuals,

guidelines and directives in recovering from Contractor any federal over-payment.
(d)

In the event that Post-Audit SDIMC Settlement indicates that

Contractor is due payment from County, County shall initiate the payment process to Contractor
within 30 days of settlement issuance date.
If the auditing party stays its collection of any amounts due or
(e)
payable because of the audit findings, County will also stay its settlement of the same amounts
due or payable until the responsible auditing party initiates its settlement action with County.
SDIMC Audit Appeals: Contractor may appeal any such audit findings in
(4)
accordance with the audit appeal process established by the party performing the audit.
(a)

For federal audit exceptions, federal audit appeal processes shall be

followed.
Contractor may appeal the State audit findings in conformance with
(b)
provisions of Sections 51016 et seq. of Title 22 of the California Code of Regulations. Such

appeals must be filed through County. County shall notify Contractor of State appeal deadlines
after County's receipt of information from State.
(5)

Post-Audit Appeal SDIMC Settlement:

If at any time the Appeal process results in a revision to the audit
(a)
findings, and the State recalculates the audit settlement of the SDIMC cost report for a particular
year and settles with County, County will perform a post-audit appeal Short-DoyleIMedi-Cal recomputed settlement after the State issues its revised settlement with the County, based on the
State appeal resolution.
I.

If the post-audit appeal SDlMC re-computed settlement

results in amounts due to Contractor by the County, County shall initiate the payment process to
Contractor within 30 calendar days of issuing the post-audit appeal SDIMC re-computed settlement
to Contractor.
11.

If the post-audit appeal SDIMC re-computed settlement

results in amounts due from Contractor to the County, Contractor shall make payment to the
County in accordance with the terms of Paragraph S (Method of Payments for Amounts Due to
County) of this Financial Exhibit A (Financial Provisions). Said payment shall be submitted to the
persons and at the address identified in Paragraph X (Payment and lnvoice Notifications) of this
Financial Exhibit A.
(b)

Notwithstanding any other provisions of this Agreement, if Contractor

appeals any audit report, the appeal shall not prevent the County from recovering from Contractor
any amount owed by Contractor that the State has recovered from County.
(6)

County Audits: Should the auditing party be the County, Contractor will have

30 calendar days from the date of the audit report within which to file an appeal with County. The
letter providing the Contractor with notice of the audit findings shall indicate the persons and
address to which the appeal should be directed. County shall consider all information and
argument provided by Contractor with its appeal, and will issue its decision on the appeal after
such consideration. Such decision is final. County will issue an invoice for any amount due County
15 calendar days after County has notified Contractor of the County's audit appeal findings.
Contractor shall make payment to the County in accordance with the terms of Section S (Payment
of Amounts Due to County) of this Financial Exhibit A (Financial Provisions). Said payment shall be
submitted to the persons and at the address identified in Paragraph X (Payment and lnvoice
Notifications) of this Financial Exhibit A.
S.

METHOD OF PAYMENTS FOR AMOUNTS DUE TO COUNTY

Within 10 business days after written notification by County to Contractor of
(1)
any amount due by Contractor to County, Contractor shall notify County as to which of the
30

following five payment options Contractor requests be used as the method by which such amount
shall be recovered by County. Any such amount shall be:
(a)

Paid in one cash payment by Contractor to County;

(b)

Deducted from future claims over a period not to exceed three

months;
Deducted from any amounts due from County to Contractor whether
(c)
under this Agreement or otherwise;
(d)
to exceed three months; or

Paid by cash payment@) by Contractor to County over a period not

A combination of any or all of the above.
(e)
If Contractor does not so notify County within such 10 days, or if Contractor

(2)
fails to make payment of any such amount to County as required, then Director, in his sole
discretion, shall determine which of the above five payment options shall be used by County for
recovery of such amount from Contractor.
T.

INTEREST CHARGES ON DELINQUENT PAYMENTS

If Contractor, without good cause as determined in the sole judgment of
(1)
Director, fails to pay County any amount due to County under this Agreement within 60 calendar
days after the due date, then Director, after written notice to Contractor, may assess interest
charges on such late payment.
The amount of said interest charge shall be calculated at a rate
(a)
equal to County's Treasury Pool Rate, as determined by County's Auditor-Controller, on the
delinquent amount due commencing on the sixty-first calendar day after the due date.
Contractor shall have an opportunity to present to the Director information
(2)
bearing on the issue of whether there is a good cause justification for Contractor's failure to pay
County within 60 calendar days after the due date.

(3)

The interest charges shall be: (1) paid by Contractor to County by cash

payment upon demand andlor (2) at the sole discretion of Director, deducted from any amounts
due to Contractor by County whether under this Agreement or otherwise.
U.

FINANCIAL SOLVENCY

Contractor shall maintain adequate provisions to meet the solvency/working
(1)
capital criteria specified in DMH Policy No. 412.2. Financial Responsibility Requirements for
Existing DMH Contractors.

I
1

CONTRACTOR REQUESTED CHANGES
(1)

If Contractor desires any change in the terms and conditions of this

Agreement, Contractor shall request such change in writing prior to April 1 of the Fiscal Year for
which the change would be applicable, unless otherwise agreed to by County.
(a)

All changes requested by Contractor shall be made by an

amendment pursuant to DMH Legal Entity Agreement Paragraph 40 (ALTERATION OF TERMS).
(b)

All changes requested by the Contractor shall be followed by a mid-

year changes to the Negotiation Package, which shall be approved by the Director prior to
amending the contract.
(2)

If Contractor requests an increase or decrease in the Maximum Contract

Amount, or in the Funded Program Amount, Contractor shall provide all reports, data, and other
information requested by the County, within 15 calendar days of County's request.
(a)

Contactor's request for consideration of an increase in the Maximum

Contract Amount, or in the Funded Program Amount, must be made and approved prior to
Contractor rendering services that exceed the Maximum Contract Amount or the Funded Program
Amount. To the extent that County agrees to increase the Maximum Contract Amount, or a
Funded Program Amount, such approval shall be in the form of an executed amendment to this
Agreement.

Director will make best efforts to expedite the amendments provided under this

Subparagraph (2) (a).
(b)

Requests received after the Contractor has rendered services in

excess of the Maximum Contract Amount, or the Funded Program Amount, will only be considered
on a prospective basis for payment of services rendered after the effective date of any executed
amendment.

The County shall not be responsible for payment, nor otherwise be liable for,

se~iceslactivitiesthat Contractor provided in excess of the Maximum Contract Amount or the
Funded Program Amount during any part of the Initial Period, First Automatic Renewal Period or
Second Automatic Renewal Period, respectively.

DELEGATED AUTHORITY
(1)

Notwithstanding any other provision of this Agreement, the Director may,

without further action by County's Board of Supervisors, prepare and sign amendments
to this Agreement under the following conditions.
(a)

County's total payments to Contractor under this Agreement, for

each Fiscal Year of the term of this Agreement, does not exceed an increase of more than the
Board-approved percentage of the current applicable Maximum Contract Amount; and

(b)

Any such Maximum Contract Amount amendment increase or

amendment change shall only be for the provision of additional services; for the provision of new
services as reflected on Attachment VI (Service Exhibits); or to reflect program andlor policy
changes that affect this Agreement; and
County's Board of Supervisors has appropriated sufficient funds for
(c)
all changes described in each such amendment to this Agreement; and
Approval of County Counsel, or the designee, is obtained prior to
(d)
any such amendment to this Agreement.
Director shall notify County's Board of Supervisors and the Chief
(e)
Executive Officer of all Agreement changes in writing within 30 calendar days following
execution of any such amendment@).

PAYMENT AND INVOICE NOTIFICATIONS

(1)

Contractor

shall

submit

all

Invoices,

including

any

supporting

documentation, to the following:
County of Los Angeles Department of Mental Health
Financial Services Bureau -Accounting Division
550 S. Vermont Avenue, 8'h Floor
Los Angeles, CA 90020
Attn: Provider Reimbursement
Contractor shall submit all remittances and payments for amounts due to
(2)
the County under this agreement to the following:
County of Los Angeles Department of Mental Health
Financial Services Bureau -Accounting Division
550 S. Vermont Avenue, 8' Floor
Los Angeles, CA 90020
Attn: Accounts Receivable
Y.

AUTHORITY TO ACT FOR DMH

The Director may designate one or more persons within DMH for the
(1)
purposes of acting on hislher behalf for the purposes of implementing the provisions of this
Agreement. Therefore, the term "Director" in all cases shall mean "Director or his designee.

EXHIBIT
A- 1
COUNTY OF LOS ANGELES DEPARTMENT OF MENTAL HEALTH CONTRACTOR CLAIMS
CERTIFICATION FOR TITLE XIX SHORT-DOYLE MEDI-CAL and TITLE XXI HEALTHY FAMILIES
REIMBURSEMENTS
Legal Entity: SunBridge Shandin Hills Rehabilitation Center, dba Shandin Hills Behavior Therauv Center
Legal Entity Number:
through June 30,
Claims for serviceslactivities with dates of services:
I HEREBY CERTIFY under penalty of perjury that I am the official responsible for the administration of the mental health services in and for
said claimant; that the amounts for which reimbursement will be claimed for Medi-Cal and Healthy Families services to be rendered during the
above indicated fiscal year and to be claimed to the County of Los Angeles Department of Mental Health will be in accordance the terms and
conditions of the Legal Entity Agreement; and that to the best of my knowledge and belief each claim will be in all respects true, correct, and in
accordance with State and Federal law and regulation. I agree and shall certify under penalty
perjury.that all
. of ~
. claims for services to be
provided to county mental heath clients w; I be provided lo the cl ents by this ~ e ~Enti tyl The servdces will be pro" aed in accordance w:tn the
clients written treatment plan Thls Leaal Ent~tva so cetifes that all ~nformations~bmittedto the Co~ntvDeparlmenr of Menta Health w;ll oe
accurate and complete. I'and this ~ e gEntity
i
inderstand that payment of these claims will be from county, state and Federal funds, and any
falsification or concealment of a material fact may be prosecuted under Federal and/or State laws. The Legai Entity agrees to keep for a
minimum period of as specified in its Legal Entity Agreement with County a printed representation of all records which are necessary to
disclose fully the extent of services furnished to the client. The Legai Entity agrees to furnish these records and any information regarding
payments claimed for providing the services, on request, within the State of California, to the County of Los Angeles Department of Mental
Health, California Department of Health Services; the Medi-Cal Fraud Unit; California Department of Mental Health; California Department of
Justice; Office of the State Controller; U.S. Department of Health and Human Services, or their duly authorized representatives. Amounts, if
any, to be claimed during the above stated period for the Healthy Families program will only be for children between the ages of one (1) year
old to their nineteenth (19th) birthday who will be assessed or will be treated for a serious emotional disturbance (SED). The Legal Entity also
agrees that services will be offered and provided without discrimination based on race, religion, color, national or ethnic origin, sex, age, or
physical or mental disability.
FURTHER, I HEREBY CERTIFY under penalty of perjury to the following: An assessment of the beneficiary will be conducted in compliance
with the requirements established in the County's Mental Health Plan (MHP) contract with the California Department of Mental Health (State
DMH). The beneficiary will be determined to be eligible to receive Medi-Cal services at the time the services are provided to the beneficiary.
The services to be included in the claims during the above indicated period will actually be provided to the beneficiary. Medical necessity will be
established for the beneficiary as defined under Title 9, California Code of Regulations, Division 1, Chapter 11, for the service or services to be
provided, for the timeframe in which the services will be provided. A client plan will be developed and maintained for the beneficiary that meets
all client plan requirements established in the County's MHP contract with the State DMH. For each beneficiary with day rehabilitation, day
treatment intensive, or EPSDT supplemental specialty mental health services to be included in the claim during said period, all requirements for
payment authorization for day rehabilitation, day treatment intensive, and EPSDT supplemental specialty mental health services will be met,
and any reviews for such service or services will be conducted prior to the initial authorization and any re-authorization periods as established
in the County's MHP contract with the State DMH.

Date:

Signature:

, California

Executed at

I CERTIFY under penalty of perjury that I am a duly qualified and authorized official of the herein Legal Entity claimant responsible for the
examination and settlement of accounts. I further certify that this Legal Entity claimant will provide from the eligible designated funds in the
Financial Summary of the Legai Entity Agreement with County, the local share of payment for Short-DoyielMedi-Cai andlor Healthy Families
covered services to be included in the claims to be submitted to County during the above referenced period in order to satisfy matching
requirements for federal financial participation pursuant to the Title XIX of the Social Security Act.

Date:

Signature:

Executed at

, California

Please forward the completed form to the Department of Mental Health (DMH):
Los Angeles County - Department of Mental Health
Attn: Compliance Program Office
550 S. Vermont Ave.
Los Angeles, CA 90020

or Name:

SunBridge Shandin Hilis Rehabilitation Center. dba Shandin Hilir Behaviormerapy Center

DMH Legal Entity Agieemenl- Anachment ill
The FinancialSummary

Funded Pmgram

'Medi-Cal reimbunsble reflects DMH pmgram guidelines in addi8on to applicable state and federal reguietionr.

V1123112

Contractor Name:
LE Number:
Agreemenl Penad:

Sunsridge Shendin Hills Rehabilitation Center. dba Shandin Hilir BehaviorTherapy Center

DMH Legal Entily Agreement- Anachmenl Ill
The FinancialSummary

Ulmugh June30.2015

'~edi-Caireimbursable reflects DMH program guidelines in addition to applicable slate and federal reguiationr.

v4i23112

Contiactor Name:
Agreemenl Petiod:

SunBridge Shandin Hills RehabilitationCenter, dbs Shsndin Hills BehaviorThempy Center

DMH Legal Enlity Agreement Amchmenl IIi
The Financial Summary

thmugh June30.2015

'Medi-Cal reimbursable rrneclr DMH pmgram guidelines in addition to applicable state and fedeiai regulations.

~4123112

LE Subprogam Schedule

Rank

Funded Pmgmm

1 I 1
D

Subpmgnm

IS
'Ian

Relmbunable
,V,S$'

F
~ o n . ~ e d l . C aFunds
l
DI"C"

lnd'mc'

Ey:

1 1

G
MedlZaUHealthy Family Funds IGGGG

EPsm
uad8LCa6

Non-EPsDTI
Medr.Caj

Healthy
Famtbias

Subpmgnm

amunt

Dollars)

Maximum Contact Amount
'"MI-C.1

reimbumUe m f l e r OMH ~ r a m ~ u i d r i i n a
inrMdifantosppiisaWsr(alesM M e m I WYIBUOO~.

SunBMqe Shandin Hills Rohrt4litslionConlsr, dba SDan8n Hiilr BelviorThenpy Cenfer

V4Q1112

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT V
Service Delivery Site Exhibit
CONTRACTOR NAME: SunBridae Shandin Hills Rehabilitation Center dba Shandin Hills Behavior Therapy Center
LEGAL ENTITY NO.:

ASOC

PERIOD:

throuah June 30.2015

4164 North 4th Avenue
San Bernardino. CA 92408

*Legend: Adult Systems of Care (A)
Child, Youth and Family Program Administration (C)
Critical Care (CC)
Court Programs (CP)
Older Adult Program (OA)
Transition Age Youth F A Y )
BT: SunBridge Meadowbrook - Attach V SvcDelivelySite FY12-13.doc

All

Out-ofCountv

Homeless (H)
Managed Care (MC)

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT VI

SERVICE EXHIBITS

3
4

A duplicate original of the Service Exhibit(s) will be on file in the Department of Mental Health's Contracts
Development and Administration Division and is deemed incorporated herein by reference as though fully
set forth, and will be made available to interested persons upon request.

DESCRIPTION
Tarqeted Case Manaqement Services (Rehab. Option)
Short-Term Crisis Residential Services (Forensic)
Crisis Stabilization Services (Rehab. Option)
Vocational Services
Day Rehabilitation Services (Adult) (Rehab. Option)
Dav Rehabilitation Services (ChildrenlAdolescents) (Rehab. Option)
Dav Treatment lntensive Services (Adult) (Rehab. Option)
Dav Treatment lntensive Services iChildren1Adolescents) (Rehab. Option)
Mental Health Services (Rehab. Option)
Medication Support Services (Rehab. Option)
Crisis Intervention Services (Rehab. Option)
Mental Health Service Treatment Patch (La Casa)
Therapeutic Behavioral Services
Outreach Services
Outreach Services (Suicide Prevention Services)
lntensive Skilled Nursinq Facilitv Services
Mental Health Rehabilitation Centers (La Casa Mental Health Rehabilitation Center)
lntensive Skilled Nursinq Facilitv Services (La Paz)
lntensive Skilled Nursinq Facilitv Services Forensic Treatment
Skilled Nursinq Facilities (Psychiatric Services)
Skilled Nursino Facilitv - Special Treatment Program Services
(SNF-STPIPsvchiatric Services)
lntensive Skilled Nursinq Facilitv Services - Enhanced Treatment Proqram (ETP)
Socialization Services
Life Support Services
Case Manaqement Sup~ortServices
Case Manaqement Support Services (Forensic)
Case Manaqement Support Services (Children & Youth)
Life Support Services (Forensic)
Independent Livinq Services
Page 1 of 4

LegalEntity-LE 12-13~SrvceExh~AttachVI.doc
Revised: 0211 01201 2

CODES

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT VI
Local Hospital Services
Semi-supervised Livina Services
Adult Residential Treatment Services (Transitional) (MSHA)
Adult Residential Treatment Services (Lonq Term)
Non-Hospital Acute Inpatient Services (La Casa PHF)
Comprehensive Adult Residential Treatment Services (Bio-Psycho-Social Services]
Assertive Communitv Treatment Proaram (ACT)
Psychiatric Inpatient Hospital Services
Primarv Linkaqe and Coordination Proaram
Service Provisions (Orqanizational Provider Only)
Consumer RunlEm~lovmentProaram
Client Supportive Services (Includes Attachment A Reimbursement Procedures
and Attachment B Monthlv Claim for Cost Reimbursement)
Mental Health 24-Hour Services Interim Placement Fundinq for Basic Care Services
Mental Health 24-Hour Services Children Under Aqe 18 Basic Services
Supportive Services - Residential Proarams (Includes Attachment A
Reimbursement Procedures and Attachment B- Monthlv Claim for
Cost Reimbursement)
Client Supportive Services-Mental Health Services Act Proqrams (Includes

Attachment A Reimbursement Procedures and Attachment B Monthlv
Claim for Cost Reimbursement)
Full Service Partnership (FSP)
Supportive Services - Intensive Residential Proqram (Includes Attachment A-

Reimbursement Procedures and Attachment B (Monthly Claim for
Cost Reimbursement)
Client Supportive Services (New Directions) flncludes Attachment A
Reimbursement Procedures and Attachment B Monthlv Claim for Cost
Reimbursement)
Familv Support Services
Service Extender Stipend Proqram Mental Health Services Act Proarams
(Includes Attachment A Reimbursement Procedures and Attachment B
Monthlv Claim for Cost Reimbursement)
Client Supportive Services Field Capable Clinical Services (FCCS) Mental Health
Services Act Prosrams llncludes Attachment A Reimbursement Procedures
and Attachment B Monthlv Claim for Cost Reimbursement)
Page 2 of 4
LegalEntity-LE 12-13-SrvceExh-AttachVI.doc
Revised: 02/1012012

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT Vl
lntensive ln-Home Mental Health Services
lntensive Treatment Foster Care
One-Time Expenses Associated with Proqram Development for lntensive
In-Home Evidence Based Practices llncludes AttachmentA Reimbursement
Procedures and Attachment B Monthlv Claim Cost Reimbursement)
Outreach and Enclaoement Services (MHSA Only)
Enriched Residential Services (Alternative Crisis) (Adults)
IMD Step-Down Proclrams (Adults)
Urqent Care Centers (Alternative Crisis) (Adults)
Client Supportive Services Homeless CalWORKs Families Proiect (Includes
Attachment A Reimbursement Procedures and Attachment B Monthlv
Claim for Cost Reimbursement)
Star Vlew-PHF-Supplemental Financial Support
Star View-CTF-Supplemental Financial Support
Field Capable Clinical Services (FCCS)
Suicide Prevention Proaram Mental Health Services Act (MHSA) Prevention and
Early lntervention (PEI) Plan
One-Time Expenses Associated with Startinq a new MHSA Proqram for PEI Early
Start Suicide Prevention Prooram (Includes Attachment A-Reimbursement
Procedures and Attachment B Monthlv Claim Cost Reimbursement)
One-Time Expenses Associated with Startinq a New MHSA Proqram for
Urqent Care Center - Exodus Recovery. Inc. (Includes Attachment A
Reimbursement Procedures and Attachment B Monthlv Claim for Cost
Reimbursement)
PEI Earlv lntervention EBP proqrams for Children & TAY
Exodus Recoverv. Inc. Urqent Care Center
MHSA Proqram for Innovation (INN) Plan lnteqrated Mobile Health Team
Client Supportive Services for MHSA INN Plan Proqrams
One-Time Expenses Associated with lmplementino a New MHSA Proqram for
Prevention and Earlv lntervention (PEI) Proqram llncludes AttachmentA
Reimbursement Procedures and Attachment B Monthlv Claim for Cost
Reimbursement)
Prevention and Earlv lntervention (PEI) Prooram (Includes Attachment A
MHSA PEI Proqrams Core Interventions and Ancillarv Services Guide and
Attachment B PEI Evidenced Based Practices IEBP) Outcome Measures)

Page 3 of 4
LegalEnltity-LE 12-13-SwceExh-AttachVI.doc
Revised: 0211012012

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT VI

1
2

Mental Health lnteqration Proararn Model (MHIP) For Adults (19-64 Years Old)

SAMHSA ABC Familv Wellness Network -Children's Institute

-1049

4
5
6
7

SAMHSA ABC Familv Wellness Network - For the Child

-1050
-1051

-1048

for Leaal Entitv Aareements Onlv llncludes AffachmentA Invoice)

SAMHSA ABC Familv Wellness Network - Pacific Asian Counselinq Services
One - Time E X D ~ ~Associated
S ~ S with Startma A New Mental Health Services Act
lnnovat~onProaram (Includes Attachment A)
MHSA Innovation - Communitv Desiqned lnteqrated Service Manaaement Model
MHSA Innovation - lnteqrated Clinic Model (JWCH - SCHARP only)
MHSA Innovation - Intearated Clinic Model (Exodus only)
MHSA Innovation - lnteqrated Clinic Model (SSG onlv)

-1052
-1053
-1054
-1055
-1056

MHSA Innovation - lnteqrated Clinic Model (The Los Anaeles Free Clinic dba
The Saban Free Clinic & Jewish Services of Los Anqeles)

-1057

MHSA Innovation - Inteqrated Clinic Model (The Los Anqeles Gay & Lesbian Center)

1058

ve
For Mental Health Services Act lnnovation Plan Proqrams
Client S u ~ ~ o r t i Services
Intearated Clinic Model (Includes Affachment A )

Page 4 of 4
LegalEntity-LE 12-13-SwceExh-AttachVl.doc
Revised: 02/10/2012

-1059

SERVICE EXHIBIT

SKILLED NURSING FACILITY - SPECIAL TREATMENT PROGRAM SERVICES
ISNF-STPIPSYCHIATRIC SERVICES)
(MODE OF SERVICE 05)

GENERAL: Skilled Nursing Facility

Special Treatment Program (SNF-

STP)IPsychiatric Services, shall be provided in a State Department of Health Services
(SDHS) licensed Skilled Nursing Facility which has been certified by the State
Department of Mental Health (SDMH) to provide a STP. SNF-STP services shall be
designed to provide a therapeutic environment of care and treatment within a
residential setting.

The facility shall provide 24-hour inpatient skilled nursing and

supportive care for a specified period for clients who require supervision, development
of community living skills, rehabilitation, life enrichment, and other care and treatment
and who cannot be safely cared for at a lower level or care.
Contractor shall provide a facility licensed by SDHS and certified by SDMH in
accordance with CCR, Title 22, Chapter 3, Sections 7200 et seq. The facility shall be
staffed to provide skilled nursing and intensive psychiatric services in accordance with
all applicable sections of the California Code of Regulations (CCR), Title 22, Chapter 3,
staffing standards.
STP services are those therapeutic services, including prevocational preparation
and pre-release planning, provided to chronically mentally ill adults having special
needs in one or more of the following areas: self-help skills, behavior adjustment, and
interpersonal relationships. The program objectives shall be aimed at improving the
adaptive functioning of chronically mentally ill residents to enable them to move to a
less restrictive environment and to prevent others from regressing to a lower level of
functioning.
Psychiatric services in SNF-STP facilities are designed to provide psychiatric
care and psychosocial rehabilitation services, including Special Treatment Programs
(STP), geared to the needs of persons with serious mental illness. The goal is to
(608:7/1/02)

ensure that all SNF-STP facilities provide cost-effective high quality care while
facilitating the movement of residents, when appropriate, to a less restrictive setting.
These services include, but are not limited to, psychiatric assessments, goal oriented
treatment plans, general psychiatric services, and clinical documentation and medical
records. Psychiatric services shall be provided by a Board Eligible or Board Certified
psychiatrist and in a SNF-STP facility.
The services to be provided hereunder are generally described in the CCR, Title
22, Chapter 3, and the Rehabilitation Optionrrargeted Case Management (ROKCM)

Manual.
The definition of SFC unit for purposes of determining the number of units of
service provided by Contractor hereunder shall be as established by Director.
2.

PERSONS TO BE SERVED: Contractor shall provide services to adult patients

who have a chronic psvchiatric illness, whose ada~tivefunctionina is moderately
impaired, who reside primarily within all County Mental Health Service Areas, and who
are admitted with the consent of Director.
Contractor should make every effort to provide Nursing and STP services that
are culturally and linguistically appropriate.
The duration of any client's services hereunder shall be approved in
increments and overall shall not exceed

90 day

270 patient days, as defined by Director,

without the prior written approval of Director.

SERVICE DELIVERY SITE(S): Contractor's facility(ies) where services are to be

provided hereunder is (are) located at: Site(s) as identified on the Service Deliverv Site
Exhibit and in Contractor's Neaotiation Packaaeladdenda. Contractor shall obtain the
prior written consent of Director at least seventy days before terminating services at
such location(s) andlor before commencing such services at any other location(s).
4.

TEMPORARY CLIENT ABSENCES FROM CONTRACTOR'S FACILITY(IES1:

Contractor may be reimbursed for temporary client absences from Contractor's
facility(ies). However, payment for temporary absences must be therapeutically
indicated and approved in writing by Director.
The purpose and plan of each temporary absence, including, but not limited to,

specified dates, shall be incorporated in progress notes in the client's case record. No
payment for temporary absence shall be claimed or made where the client is not
expected to return to Contractor's facility(ies).

EMERGENCY MEDICAL TREATMENT:

Clients who are provided services

hereunder and who require emergency medical care for physical illness or accident
shall be transported to an appropriate medical facility. The cost of such transportation
as well as the cost of any emergency medical care shall not be a charge to nor
reimbursable under this Agreement.
Contractor shall establish and post written procedures describing appropriate
action to be taken in the event of a medical emergency. Contractor shall also post and
maintain a disaster preparedness/evacuation plan and a mass casualty plan of action in
accordance with CCR, Title 22, Section 80023. Such plan and procedures shall be
submitted to DMH's Contracts Development and Administration Division at least ten
days prior to the commencement of services under this Agreement.
6.

NOTIFICATION OF DEATH: Contractor shall immediately notify Director upon

becoming aware of the death of any client provided services hereunder. Notice shall be
made by Contractor immediately by telephone and in writing upon learning of such a
death. The verbal and written notice shall include the name of the deceased, the
deceased's IS identification number, the date of death, a summary of the circumstances
thereof, and the name(s) of all Contractor's staff with knowledge of the circumstances.
7.

QUALITY IMPROVEMENT:

Contractor shall comply with all applicable

provisions of WIC, CCR, Code of Federal Regulations, SDHS policies and procedures,
SDMH policies and procedures, and DMH quality improvement policies and
procedures. Contractor shall establish and maintain a complete and integrated quality
improvement system.
In conformance with these provisions, Contractor shall adopt and comply with
the quality improvement programs and responsibilities set forth in the Department of
Mental Health's (DMH) Quality Management Plan. Contractor shall maintain a copy of
DMH's Quality Management Plan. A copy of Contractor's procedures to comply with
DMH's Quality Management Plan shall be submitted to DMH's Standards and Records

Division staff for review prior to Contractor's sublssion of any billings for services
hereunder.

PROGRAM ELEMENTS AND SERVICES: Contractor shall provide services to

clients in accordance with Contractor's Negotiation Package and any addenda thereto,
as approved in writing by Director, and with the ROITCM Manual, for the term of this
Agreement. SNF-STP services are to be provided by the appropriate staff, and
psychiatric services are to be provided by the treating psychiatrist.
Contractor shall work cooperatively with each client's DMH designated care
coordinator/case manager or team to form an integrated network of care. All adlssions,
ongoing treatment and discharges shall be coordinated by the client's DMH care
coordinator/case manager in conjunction with the Contractor. The Contractor shall work
closely with the DMH designated care coordinator/case manager to ensure the client's
needs are met in accordance with the treatment plan. All services as outlined in Title 22
shall be focused on preparing the client for discharge; this shall begin at the time of
adlssion.
SNF-STP services shall include, but are not limited to:
A.

Safe and clean living environment with adequate lighting, toilet and
bathing facilities, hot and cold water, toiletries, and a change of laundered
bedding at least once a week;

Three balanced and complete meals each day;

Twenty-four hour supervision of all clients by properly trained personnel.
Such supervision shall include, but is not limited to, personal assistance in
such matters as eating, personal hygiene, dressing and undressing, and
taking of prescribed medications;

Development of an individualized, behaviorally specific care plan and
treatment program which, in addition to the requirements of CCR, Title 22,
Chapter 3, Sections 7200 et seq., shall specifically focus on ameliorating
those behaviors which impede the client from moving to a less restrictive
level of care;

Collaboration with the DMH care coordinator/case manager to ensure an

assessment of each client for co-morbid alcohol and drug abuse, and
provision of appropriate services to those who are dually diagnosed,
including development of linkage with appropriate dual diagnosis services
in the community to which the client will be returning;

Attention to the quality of care, including the medication regimen, by an
interdisciplinary team which shall include each client's attending
psychiatrist and the DMH designated care coordination team psychiatrist.
Trial of the newer, novel medications shall be encouraged, as well as
careful consideration of the optimal level and combination of medications;

Collaboration with the DMH care coordinator/case manager to ensure that
conservatorship initiations and renewals are appropriately obtained;

Regularly scheduled social and recreational activities;

Supportive individual and/or group counseling;

Regularly scheduled programs of pre-vocational and vocational training,
and rehabilitation services;

Coordination of Contractor's services with those facilities providing other
mental health services to clients;

Intensive diagnostic services, including, but not limited to, learning
disability assessment;

Special education services;

Development of linkages with the general social service system;

Counseling to assist clients in developing skills to move toward a less
structured setting; and

Maintaining daily attendance log for each patient day, as defined by
Director, provided hereunder.

Psychiatric services to be provided by the treating psychiatrist shall include, but
are not limited to:
A.

Prescribing, administering, dispensing, and monitoring of psychiatric
medications, necessary to alleviate the symptoms of mental illness and to
return residents to optimal function;

Evaluating the need for medication, clinical effectiveness, and the side
effects of medication;
Obtaining informed consent of the client or hislher conservator;
Providing medication education, including, but not limited to, discussing
risks, benefits, and alternatives with the residents, conservator, or
significant support persons;
Administering drugs and laboratory tests related to the delivery of
psychiatric services;
The treating psychiatrist is responsible for responding to emergencies
twenty-four hours a day, seven days a week, by telephone consultation
either by himselflherself or a specifically designated colleague, and that
this information is available at all times for the clinical staff on duty;
The treating psychiatrist must be available for consultation with other
social and legal systems;
The treating psychiatrist and relevant treatment staff must be available for
consultation with care coordinators1 case managers and participate in
treatment planning with them;
The treating psychiatrist or another approved psychiatrist shall testify,
when necessary, in LPS Conservatorship hearings;
The treating psychiatrist will consult, whenever appropriate, with other
general physicians and physician specialists who are providing care to
hislher patients, and document this in the medical record;
The treating psychiatrist and relevant treatment staff will attend all
quarterly multidisciplinary meetings in order to provide medical or clinical
input into the treatment planning;
Clinical documentation must meet all legal and quality improvement
requirements, including:
a.

Every entry and subsequent alteration in the medical record is

m,dated and timed (including starting and ending time), CPT
code, and signed;

Initial assessment is complete and timely; an

Ready availability of the history of medication usage in the facility.

Clinical progress notes must include, at a minimum, the client's
progress, clinical interventions, client response to interventions,
plan full signature of clinician and discipline.

Residents to have a treatment session with a psychiatrist (equivalent to
CPT 90805) at least once a week. One of these sessions each month
shall be more comprehensive (equivalent to CPT 90807); and

The treating psychiatrist shall make (and document) active, and continual
efforts to optimize the clients' medication in order to maximize their
functional level, minimize both "positive" and "negative" symptoms of
psychosis, stabilize mood and behavior, and minimize adverse medication
reflect a protocol which is made clear in the medical record.

Services provided will be directly related to the client's treatment plan and
will be a necessary component to assist the client in reaching the goals
set forth in the treatment plan.

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT VII
ATTESTATION REGARDING FEDERALLY FUNDED PROGRAMS
In accordance with the DMH Legal Entity Agreement's Paragraph 54 (CONTRACTOR'S
EXCLUSION FROM PARTICIPATION IN A FEDERALLY FUNDED PROGRAM):

I, the undersigned certify that I am not presently excluded from participation in federally
funded health care programs, nor is there an investigation presently pending or recently
concluded of me which is likely to result in my exclusion from any federally funded
health care program, nor am I otherwise likely to be found by a federal or state agency
to be ineligible to provide goods or services under the federally funded health care
programs.
I further certify as the official responsible for the administration of SunBridqe Shandin

Hills Rehabilitation Center, dba Shandin Hills Behavior Therauv Center (hereafter
"Contractor") that all of its officers, employees, agents andlor sub-contractors are not
presently excluded from participation in any federally funded health care programs, nor
is there an investigation presently pending or recently concluded of any such officers,
employees, agents andlor sub-contractors which is likely to result in an exclusion from
any federally funded health care program, nor are any of its officers, employees, agents
andlor sub-contractors otherwise likely to be found by a federal or state agency to be
ineligible to provide goods or services under the federally funded health care programs.

I understand and certify that I will notify DMH within thirty (30) calendar days, in writing
of:
Any event that would require Contractor or any of its officers, employees, agents
andlor sub-contractors exclusion or suspension under federally funded health
care programs, or
Any suspension or exclusionary action taken by an agency of the federal or state
government against Contractor, or one or more of its officers, employees, agents
andlor sub-contractors, barring it or its officers, employees, agents andlor subcontractors from providing goods or services for which federally funded
healthcare program payment may be made.
Name of authorized official (Official Name) Julie Campbell, Reqional Vice President
Please print name
Signature of authorized official

Date

DMH LEGAL ENTITY AGREEMENT
' ) ATTACHMENT Vlll

SAFELY SURRENDERED BABY LAW

In Los Angeles Coullty: l-877-BABY SAFE 1-877-222-9723

How d m it work?
A d i s m r d pamt who i. unable or
unwilling m care for a baby an
mnfidenddy, aad tlfely surrender a

What Is the Safely
Sumndersd Baby Law?

.:
.. .
:*dapn.mrrruf
.,.

. .. .

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baby within three day, 0 2 hours) of
birth. Thc h b y musr bc handed t o m
employee at a hoapid or h smrionin
La Angela Gunty. A. long as the
h b y ahom no a i p of abuse or ..glex,
no name or other info-tion ia
req"ired In axe rhcpuarrChaoga hi.
or her mind at z Lta date and wants the
baby back,a d w i l l use bncdas to help
monect rhcm to achothu. Onc
bracelet will be placed an the baby, md
a matching brad* wiU b givm to the
pmmt or 0 t h surcendedng adult.

Does the parent or surendalng
adul have to tell llnynhgto
the psopls teMtlp the b W
No. However, hwpird or Ere avrioavri
pM,,d wrll ask ske aurrcndcdog p r y
to fd out a q"esu~nn&e dcugoed to
@ha imporpant d u l himry
m f o m m , which u
wdul in
aring for the h b 7 The qucma-in
indude a atampcd rrmm envelope and
r n be sent lo at n latex t i m

VnmtlllppnabYlsW

The bPbv will bc clpmioed md wvm
,
,*l*
ly
O
msdiul trotmolt. Upon
fmm
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ma I a parem mts

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la baby back?
4**::,,',
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.
begin thepmcesa of rdaLning rhdr
":*~.$)*l'*@
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hbywithin 14 days. T h e pscmrs
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nrl
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.nd.
should d
l the Lor
Gunv
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Depuunenf of children and F d y
-'w.
bl*c'r**d*
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Scnicer at 1-800-5404000.
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Can only a parent
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. h e

thehpit4 inl,roda work- immediately
Pam the baby in n safe and lo+ homc
md 6the r d o P t i o n p w ~ s ~

Whm happansM ihe parent
a rurandahg ad&
On- thc pp-t or rurrendsing
adult rurrendaa the h b y to hospital
ox fue ration psrronncl they may
Imc at any time.

Why Is CalHmla do@ mls?

The .
purpose
. of the SafebS-dried
bring In the baby7
&byLaw is to protect babiea from
No. Whilein mast =a a p-t
aill
bdng ahdancd hurt or killed by thdr
bring in the bzby, thelaw d m orha
p e n u . Yourmy have heard tragic
to bdng in the bzbyifrhq have
staria of h b i a left in d m p t m or
h d cusmdy.
public batbooma. The& p v m u may
h a ~ ebrm undex severe aaoflonal
Dons the @rent a sumidaha b,,, ~ h ~ ~my~ have~dden
t h c ~
%dullhrv8 lo ell11 Wlre
rhnr prcgnanaa, fearful o f h r ~ u l d
khl01lQ hthe baby?
happen d thnr f d c s found out
N o Apu=t or -denng
,,B
thev were &ad and had no
f

7 day$ a -k, aa long u thep==t or
surrendningadult surrenders the baby
to s ~ m e o n ewho works at the hospitd
or fue stadon

ahdomedthdr b&a. Abandoning a
bpbyi. illcga mdplm fhc baby in
mCIUCIU
danga. Too .,hen, i t
in
the haws d a t b The Safely

Sin pena. Sin culpa. Sin nol~il>res.
En el Condado de Los ~ngeles:1-877-BABY SAFE

1-877-222-9723

el Condado de Los Angelr-. '"77-BABY

SAFE 1-877-222-9723
www.babymfela.org

$s necesarfo q w el padre1
madm o adulto dlga algo a las
personas gue redhen al b e W
No. Sin cmh&o, d psrmnal dsl hospial o
cuartrl dc bomberor k pedirl a la pcrmsona
quc cnrrcgur al bsbi quc Ucns un
cuetionario con L B ~ l i d dde d a c
ulmsdsetcr in4dicm i l l l p c ~ ~ eque
6,
mdnn & p n uriDdzd pul mi& bic.
&I hchi. F1 cuc*tiomnrioincluye un whrr
mn cl scUa p a d p
& p m enviado cn
mm momenta

ornbi.de apini6n pJDlioomcn~cydsau
recupxu a mhcbi, lor mbsjldores
vtilindn b r d o c a mn wdcc vincululos.
EIbcbe~miunkek~d
p ~ d d m n h<> rf dvlml q"< 10 m&d un bnnlca i g d .

I-

W psra d el padratmadre
recupaar a su W?

Lor
p.dru quc ambica
dc op&n
,ue& comed pmcra,
& rcclamv a

hOu6 para* can el W?
El hc& rulollminldo v k brinddn
sunci6n mMicr
le dm d ilr. del
k ~ p i a l 1~x7
, m&fdow mcialc~
imcdiaamcntc u b i a l n al bcb! cn un
h o p s c g m dondc mad birn iredido. y
P comemarl CIp a u o de rdopd6n.

&W ~4
con el padrelmadre

o a&

que e-e

a1 hub67

u re~iCnnucido dmm, de l h h ~I4 d i ~ .

Una ve'qqur lor pndra o adulto havan

&ma padres dcbedn l l m u al

snucgrdoll bebe rl p c m d d d hospid o
c n m l de bomberas, poden inc en
cualquicr momcnm.

I
I

Dcpacemrnro de Scrviriaa para Uiflos y
Familiar (Dcpurmcnt of Childrcn znd
Famil? Suvices) ddrl Condado dc los
*I 1-8oc-540-4000.

*lo lcs pndres pdMn levar
al raclh naddo?

No. Si hien m la mw>rlade 10s aurr
lor pdru lor qw 11-n d bcbi, la
Icy prnnirr quc nrmr personas lo bgdn
\on

x ur*m .ruroJiro~ikaL

&Lospadres o el adulto que
enbega al beM deben Uamar
antes de Uevar al beb67
No. EJ pdrrlmrdnc o adulm puck 1kv.r

al bebi cn cdqtnier momenm, tar 24
I ~ o mdcl dh, lor 7 dl- & la scmoua,
siempzc y c d o c n q y c o a SO brbf 1 un
luplodo del Lospid o c w a l dc
~ombrcor.

>.a:

Historia d

mucnor pot ru. p&.
Ud
pobablemenn hay rm~rhadobiamrinc
oMm mlxc h . l i a rbil!dut~aurca
bkvrrrm o cn bdos pmiblim. Lor padres
dr an h r k pmhah~crncntc
hlynn moldo
p m d o prdi~olladmcmocionalcs
F~VC,. I ~ madm
V
p&
hahcr crultadu
ru embum, par umor a lo quc p u i a ai
m ~ hmilias
s
sc ennramn. Abandonaron a
ru k k pump nuOll rniedD y no o ; n h
mdic a quicn pedir x y d . t2 & d o n o
ds un rui& nu-ido ca 8-1 y prxc 4LxbC
en wusirurci6n dc p e l i p emcmo. May
a mmu& el atantk,no p r o r m I.mumd d bet& L Lq dc En& Bcbb a10
P & p impidc quc uucln n s d c r rrtl
mgalia m C~lifor

rz bebc

A b mahana m p r a n o dcl dla 9 dc abril de 2005, sc mrceg6 un rrciin nacido sal&hle 1 lar cnfcrm~rudd
Harbor-UCL4 .Udiul Gnrcr. La mujcr quc U-6 cl m i & nacido rl hoapid sc dio a an-r como la tia del
be&, y dijo quc la mad,= Ic h&ia pcdido quc 11-n al bcbC d horpitll cn su nombm. L c m r c p n a la tk un
b r d s t c con ult ttdntnu quc wir~cidhwe la pvlxn &I
b&t; csto scrririacunto identXwci6n en r u o dc que la toadre
mmhiam dr opinihn u r n mprprt~,a la cntmg del h r K y &idirn ircupcrmdu dcntn, drl prrk,do dc 14
quc prFrm

mta

ley Tamhiin le dirmn a la rk uo uiesriouario midim, y ella dijo quc la madre lo llcnrrh y lo enviaria dc welm dearro dcl robre con
franqueo pagado que le Mhn dado. EJ pcmnll mCdico examin6 al bebi y ac dmermin6 quc eraha dudable y a rirmino. El bebe fue
ubicado con una bucna h m i l i quc ya habL do apmbada pan adoptarb por d Dcpmmcnm dc Scrvicior para Niilor y Funiliar.

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT lX
CHARITABLE CONTRIBUTIONS CERTIFICATION
SunBridqe Shandin Hills Rehabilitation Center dba Shandin Hills Behavior Therapy Center
Company Name
4164 North 4th Avenue. San Bernardino. CA 92408
Address
Internal Revenue Service Employer Identification Number
California Registry of Charitable Trusts "CT" number (if applicable)
The Nonprofit Integrity Act (SB 1262, Chapter 919) added requirements to California's
Supervision of Trustees and Fundraisers for Charitable Purposes Act which regulates
those receiving and raising charitable contributions.
Check the Certification below that is applicable t o your company.
Proposer or Contractor has examined its activities and determined that it does
not now receive or raise charitable contributions regulated under California's
Supervision of Trustees and Fundraisers for Charitable Purposes Act. If
Proposer engages in activities subjecting it to those laws during the term of a
County contract, it will timely comply with them and provide County a copy of its
initial registration with the California State Attorney General's Registry of
Charitable Trusts when filed.

Proposer or Contractor is registered with the California Registry of Charitable
Trusts under the CT number listed above and is in compliance with its
registration and reporting requirements under California law. Attached is a copy
of its most recent filing with the Registry of Charitable Trusts as required by Title
11 California Code of Regulations, sections 300-301 and Government Code
sections 12585-12586.

Signature
Julie Campbell, Reqional Vice President
Name and Title of Signer (Official Name, Official Title)

Date

Please print

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT X
PERFORMANCE STANDARDS AND OUTCOME MEASURES EXHiBiT
CONTRACTOR (Legal Entity Name): SunBridge Shandin Hills Rehabilitation Center, dba Shandin Hills Behavior Therapy Center
Legal Entitv Number:
Pursuant to Paragraph 11 PERFORMANCE STANDARDS AND OUTCOME MEASURES Contractor shall be subject to the
following standards and outcomes that have been checked in the last column titled "Required Outcome" and which will be used
by County as part of the determination of the effectiveness of services delivered by Contractor. Also, as stated in Paragraph 11,
Contractor may be subjected to other specific performance outcomes that are required for Mental Health Service Act (MHSA)
programs. MHSA performance outcomes are separately identified from this Attachment X and are instead provided in the
respective MHSA service exhibits that are part of this Legal Entity Agreement, if applicable.

G E.5
? 5Q 0E
7

Performance Outcomes Targets

Method of Data Collection

0 0

State mandated (California Welfare and Institutions Code (WIC) § 5612 and WiC

Performance Outcomes Project:
Client received continuity of care by being seen within 7 calendar days of
2 Y) discharge from an acute psychiatric hospital. (Systemwide benchmark is 46% or
- .- more of the clients are seen within the seven (7) days).
$ 90% or more of responding clients were able to receive services at convenient
times and location.
0
Client received continuity of care by being seen within 14 calendar days time of
Y)
discharge from mental health residential treatment programlinstitutionalsetting.
(Only applicable to residentiailinstitutional service providers. Unplanned
4
a discharges are excepted from the 14 day requirement). (Systemwide benchmark
is 59% or more of the clients are seen within the seven (7) days).
80% or more of responding clients report that they had someone to talk to when
5
5 -.=
c o they were troubled.

-2s
o 2 80% or more of responding clients reported that staff were sensitive to the client's

2 culturallethnic background.

70% or more of responding childlyouth get along better with family members.

70% or more of responding childlyouth in a crisis, have the support they need
from family or friends.
75% or more of responding childlyouth are doing better in school andlor work.
65% or more of responding Transitional Age Youth are doing better in school

2 !andlor work.
m

:i15% or more of responding adult clients are doing better in school andlor work.
20% or more of responding adultloider adult clients report they deal more
effectively with daily problems andlor report that their symptoms are not bothering
them as much.

California Consumer's
Perception Survey MHSIP', Y S S ~and YSS-F~
survey instruments.

County DMH's claims
processing information
system data repository.
MHSIP, YSS and YSS - F
survey instruments.
County DMH's claims
processing information
system data repository.
MHSIP, YSS and YSS-F
survey instruments.
MHSIP. YSS and YSS-F
survey instruments.
YSS and YSS-F survey
instruments.
YSS and YSS-F survey
instruments.
YSS and YSS-F survey
instruments.
MHSIP, YSS, YSS-F
MHSIP, YSS and YSS-F
survey instruments.
MHSIP, YSS and YSS-F
survey instruments.

' MHSIP means Mental Health Statistics Improvement Program and is used for adult and older adult surveys.
YSS means Youth Services Survey for Youth.
YSS-F means Youth Services Survey for Families.

Eg
;'Llo2$
??!

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT XI

REQUIRED SUPPLEMENTAL DOCUMENTS
INSTRUCTIONS ON SUBMISSION OF DOCUMENTS.
For Contracts up for renewal (submit every three years): All the documents listed
below must be submitted to DMH's Contracts Development Administration
Division at 550 S. Vermont Ave., 5mFloor, Los Angeles, CA 90020, at the time of
execution of Contract, but no later than ten MOJbusiness davs after Julv 1'' of the
fiscal year in which Contract is being renewed (for new Contracts with an
effective date other than July lst, these documents must be submitted ten (10)
business days after the effective date of the Contract). Documents must be
submitted in a one-subject binder in sequence as listed below. Contractor must
give a good cause justification, in writing, for not submitting the documents in
the time period described above. The written justification must be addressed to
the DMH lead District Chief overseeing the Contract.
For Contracts that will be superseded (submit annually if necessary): The
documents listed below, with the exception of No. 3 Financial Res~onsibilitv
Recruirements, No. 10 Indemnification and Insurance, and No. 14 Contractor
Acknowledaement and Confidentialitv Aareement, must be resubmitted to DMH
only if there are any u ~ d a t e sor revisions after the initial period of submission.
See above for submission instructions.

Cor~orationDocuments.
Provide a copy of the following:
a. List of Authorized Persons: Board minutes authorizing the person@)and
identifying herlhis job title that is (are) legally empowered to sign legal
documents on behalf of the organization.
b. Articles of lncorporation and Corporate Seal: The imprintlcopy of the
Corporate Seal if the organization is a cor~orationis to be affixed to the
copy of the Articles of lncorporation. The Corporate Seal must read
the same as the organization's name. An explanation for any
difference, if any, between the Corporate Seal and the organization's
name as used in the Negotiation Package is to be provided.

Oraanizational Chart. Attach a currentlproposed organizational chart, showing
all existing and proposed
mental health and substance abuse
programslsubprograms irrespective of DMH funding.

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT XI

. - .*. ~ C..? ,,
3.

Financial Responsibility Reauirements.
a. The organization must comply with DMH's Financial Responsibility
Reauirements for Existing DMH Contractor (for existina contractors)
or Financial ~ e s ~ o n s i b i l iRequirements
&
f& contractling with the
County of Los Angeles Department of Mental Health (for new
prospective contractors). These respective DMH Policy/Procedures can
be accessed in their entirety at the following County websites.
b. Existing contractor, DMH Policy 412.20:
http://lacdmh.lacountv.gov/policv/Contraors/do/412 20.pdf
c. Prospective new contractor, DMH Policy 412.21:
htt~://lacdmh.lacountvaov/~olicv/~ontractors/docs/412
21.pdf
The financial information reauested bv DMH will be used to assess
whether the organization appears finencially capable to continue in
business through the contract term and can finance all costs of this
contract for a period of sixty days at any time during the contract
period.
~~~~

d. Financial Statements.

i. The financial statements, including a profit and loss/revenue and
expenditure statement and balance sheet as prepared by a third
party Certified Public Accountant, must be submitted to the
Contracts Development and Administration Division for every year
that the Agreement is in effect.
ii. Submit the agency's most current financial statements, including a
profit and losslrevenue and ex~enditurestatement and balance
sheet as prepared by a third party Certified Public Accountant
within 9 months after close of each fiscal year or 30 days after
completion of audit, whichever occurs first. Agencies with
average Annual Operating Revenues based on the following
parameters shall submit compiled reviewed or audited financial
statements as indicated.
Compiled Statements, for agencies with annual operating revenues
averaging up to $49,999
Reviewed Statements, for agencies with annual operating revenues
averaging from $50,000 - $499,999
Audited financial statements for agencies with annual operating
revenues averaging $500,000 or more

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT XI

Rent and Lease Aareements specifying all Terms and Conditions shall be
made available within three (3) business days should DMH or its
representative request the documents.
Such agreements if requested are to include: term of Agreement; monetary
consideration; other leasing consideration; full names and addresses of leaser;
and any family/related patty relationship between leaser and the organization
and its officers and Board of Directors including a full listing of full names of
officers, directors, etc. who have any family/related party relationship with leaser.

Fullv Executed Contracts (e.g., Consultants, professional services, etc.) shall
be made available within three (3) business days should DMH or its
representative request the documents.

Equipment Lease(s1copies for equipment, including automobiles, photocopiers,
etc. shall be made available within three (3) business days should DMH or
its representative request the documents.

Maintenance Aareementls) for equipment and other items shall be made
available within three (3) business days should DMH or its representative
request the documents.

Non-Discrimination in Services and Emplovment Policy Statement. Submit
the following:
a.
b.
c.

Policy statement of non-discrimination in delivery of services and
employment practices.
Non-discrimination in Employment Complaint Procedures. Include a copy
of such procedures which are to be posted by contractor.
Written procedures to address complaints concerning non-discrimination
in services. Include a copy of such procedures which are to be posted by
contractor in the facility (ies).

Other Government Contracts - Attachment XI1 - 4. Provide a list of all
contracts with
County, State, and federal departmentslagencies and the
amount of each contract.

10.

Indemnification and Insurance - Contractor must comply with and submit
insurance verification documents per Contract Paragraph 21.

11.

Subcontract(s) - List of all subcontractors.
Contractors must have prior written approval from DMH in order to enter a
particular subcontract.

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT XI

12.

Countv o f Los Anaeles Communitv Business Enterprises (CBE) Proaram.
It is the policy of the County of Los Angeles Board of Supervisors that minority,
women, disadvantaged, and disabled veterans business enterprise be afforded
the maximum opportunity to participate in the County's procurement program. To
assist in this endeavor, the Board of Supervisors established the CBE Program.
To be eligible to participate in the County's CBE Program, a business must either
be certified as a minority, women, disadvantaged, or disabled veterans business
enterprise. To request County of Los Angeles certification as a minority andlor
women owned business enterprise, or be recognized as a Disadvantaged
Business Enterprise (DBE) or Disabled Veterans Business Enterprise (DVBE) for
CBE program participation, a business may visit the county website at
htt~:/loaac.co.la.ca.uslcontract~cbemain.html.Include aJYJOC
with this Contract if
successfully enrolled with the State.

13.

Countv of Los Anqeles Local Small Business Enterprise Preference ISBE)
Proaram.
The County encourages all current and prospective contractors to apply for
participation in the County's SBE Program if applicable for their organization. In
the event the organization decided to participate in the Local SBE Program,
complete and submit the State application; and complete and submit the County
application to the County of Los Angeles Internal Services Department. If
successfully enrolled include a copy and the County acceptance with this
Contract.
The local small business enterprise preference program is a race and genderneutral program designed to enhance purchasing and contracting opportunities
for local small businesses within the County of Los Angeles. The program
purpose is to aid and assist, to the maximum extent possible, the interest of local
small business concerns in order to preserve free competitive enterprise and to
ensure that a fair proportion of the total purchases and contracts or subcontracts
for procurement of goods or services for the County are placed in such
enterprises.
a. Prior to applying for the County's Local SEE Program, your organization
must first be certified by the California Department of General Services Office
of
Small
Business
and
DVBE
Certification
(OSDC)
htt~://www.~d.das.~a.aov/smbusldefault.htm
as a SBE. To register go to the
State web page (above) and follow the instructions.
b. A local SBE is a business:
(i) Certified as a "Small Business Enterprise" (SBE) by the State of
California Office of Small Business and DVBE Certification (OSDC);
and

DMH LEGAL ENTITY AGREEMENT
ATTACHMENT XI

(ii) Whose principal office is currently located and has been located in
the County of Los Angeles for at least the past 12 months; and
(iii) Certified by the County of Los Angeles Internal Services Department.
http://doinabusiness.lacountv.~ovlmaindb.htm
14.

Contractor Acknowledqement and Confidentiality Agreement - Attachment
XI1 - I
Purpose: The organization acknowledges awareness that its employees,
contractors, subcontractors and vendors are its sole responsibility, are not
employees of the County, while performing services under the contract, and
will not acquire any rights or benefits from the County of Los Angeles
pursuant to any Agreement between any persons or entity and the County of
Los Angeles.
The organization also acknowledges its responsibility
regarding the confidentiality of certain information.

15.

Contractor E m ~ l o v e eAcknowledclement and Confidentialitv Aclreement Attachment XI1 - 2.
This form will be required for each contractor employee. Such form shall be
made available within three (3) business days should DMH or its
representative request the documents.
Pur~ose:The Contractor's employee acknowledges awareness that helshe
is not an employee of the County, while performing services under the
contract, and will not acquire any rights or benefits from the County of Los
Angeles pursuant to any Agreement between any persons or entity and the
County of Los Angeles.

16.

Contractor
Non-Emplovee
Acknowledclement
Aclreement - Attachment XI1 - 3.

and

Confidentiality

This form will be required for each contractor's subcontractor employee.
Such form shall be made available within three (3) business days should
DMH or its representative request the documents.
Pur~ose:The Subcontractor's employee acknowledges awareness that
helshe is not an employee of the County, while performing services under
the subcontract, and will not acquire any rights or benefits from the County of
Los Angeles pursuant to any Agreement between any persons or entity and
the County of Los Angeles.

Attachment XI 1
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
CONTRACTOR NAME

Contract No.

GENERAL INFORMATION:
The Contractor referenced above has entered into a contract with the County of Los Angeles to provide certain services to the
County. The County requires the Corporation to sign this Contractor Acknowledgement and Confidentiality Agreement.
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors
(Contractor's Staft) that will provide services in the above referenced agreement are Contractor's sole responsibility. Contractor
understands and agrees that Contractor's Staff must rely exclusively upon Contractor for payment of salary and any and all other
benefits payable by virtue of Contractor's Staffs performance of work under the above-referenced contract.
Contractor understands and agrees that Contractor's Staff are not employees of the
whatsoever and that Contractol's Staff do not have and will not acquire any rights or
Los Angeles by virtue of my performance of work under the above-referenced contract.
Contractor's Staff will not acquire any rights or benefits from the County of Los Angeles
person or entity and the County of Los Angeles.

County of Los Angeles for any purpose
benefits of any kind from the County of
Contractor understands and agrees that
pursuant to any agreement between any

CONFIDENTIALITY AGREEMENT:
Contractor and Contractor's Staff mav be involved with work ~ertaininato sewices Drovided bv the Countv of Los Anaeles and. if so.
Contractor and Contractor's Staff may have access to confidential dataand informaiion pertainkg to
and/or entities receiving
sewices from the Countv. In addition. Contractor and Contractor's Staff mav also have access to oroorietaw information suoolied bv
other vendors doing business with the County of Los Angeles. The ~ountykasa legal obligation io p'rotectgll such confidekiial data
and information in its possession, especially data and information concerning health, criminal, and welfare recipient records.
Contractor and Contractor's Staff understand that if they are involved in County work, the County must ensure that Contractor and
Contractol's Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign this Confidentiality
Agreement as a condition of work to be provided by Contractor's Staff for the County.
Contractor and Contractor's Staff hereby agrees that they will not divulge to any unauthorized person any data or information
obtained while performing work pursuant to the above-referenced contract between Contractor and the County of Los Angeles.
Contractor and Contractor's Staff agree to forward all requests for the release of any data or information received to County's Project
Manager.
Contractor and Contractor's Staff agree to keep confidential all health, criminal, and welfare recipient records and all data and
information pertaining to persons and/or entities receiving services from the County, design concepts, algorithms, programs, formats,
documentation, Contractor proprietary information and all other original materials produced, created, or provided to Contractor and
Contractor's Staff under the above-referenced contract. Contractor and Contractol's Staff agree to protect these confidential
materials against disclosure to other than Contractor or County employees who have a need to know the information. Contractor and
Contractor's Staff agree that if proprietary information supplied by other County vendors is provided to me during this employment,
Contractor and Contractor's Staff shall keep such information confidential.
Contractor and Contractor's Staff agree to report any and all violations of this agreement by Contractor and Contractor's Staff and/or
by any other person of whom Contractor and Contractor's Staff become aware.
Contractor and Contractor's Staff acknowledge that violation of this agreement may subject Contractor and Contractor's Staff to civil
and/or criminal action and that the County of Los Angeles may seek all possible legal redress.

SIGNATURE:
PRINTED NAME:
POSITION:

DATE:

Attachment XI 2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT

(Note - for Contractor's record; shall be made available within three (3) business days upon DMH request)
Contractor Name

Contract No.

Employee Name
GENERAL INFORMATION:
Your employer referenced above has entered into a contract with the County of Los Angeles to provide certain services to the
County. The County requires your signature on this Contractor Employee Acknowledgement and Confidentiality Agreement.
EMPLOYEE ACKNOWLEDGEMENT:
I understand and agree that the Contractor referenced above is my sole employer for purposes of the abovereferenced contract. I
understand and agree that I must rely exclusively upon my employer for payment of salary and any and all other benefits payable to
me or on my behalf by virtue of my performance of work under the abovereferenced contract.
I understand and agree that I am not an employee of the County of Los Angeles for any purpose whatsoever and that i do not have
and will not acquire any rights or benefits of any kind from the County of Los Angeles by virtue of my performance of work under the
abovereferenced contract. I understand and agree that I do not have and will not acquire any rights or benefits from the County of
Los Angeles pursuant to any agreement between any person or entity and the County of Los Angeles.
I understand and agree that I may be required to undergo a background and security investigation(s). I understand and agree that
my continued performance of work under the above-referenced contract is contingent upon my passing, to the satisfaction of the
County, any and all such investigations. I understand and agree that my failure to pass, to the satisfaction of the County, any such
investigation shall result in my immediate release from performance under this andlor any future contract.
CONFIDENTIALITY AGREEMENT:
I may be involvedwith work pertaining to services provided by the County of Los Angeles and, if so, I may have access to confidential
data and information pertaining to Dersons andlor entities receiving services from the Countv. In addition. I mav also have access to
proprietary informatio'n supplied by other vendors doing business with the County of Los ~ G e l e s .The ~bunty-hasa legal obligation
to protect all such confidential data and information in its possession, especially data and information concerning health, criminal, and
welfare recipient records. I understand that if I am involved in County work, the County must ensure that I, too, will protect the
confidentiality of such data and information. Consequently. I understand that I must sign this agreement as a condition of my work to
be provided by my employer for the County. I have read this agreement and have taken due time to consider it prior to signing.
I hereby agree that I will not divulge to any unauthorized person any data or information obtained while performing work pursuant to
I agree to forward all requests for the release
the above-referenced contract between my employer and the County of Los Angeles.
.
of any data or information received by me to my immediate supervisor.
I agree to keep confidential all health, criminal, and welfare recipient records and all data and infomlation pertaining to persons andlor
entities receiving services from the County, design concepts, algorithms, programs, formats, documentation. Contractor proprietary
information and all other original materials produced, created, or provided to or by me under the above-referenced contract. I agree
to protect these confidential materials against disclosure to other than my employer or County employees who have a need to know
the information. I agree that if proprietary information supplied by other County vendors is provided to me during this employment, I
shall keep such information confidential.
I agree to report to my immediate supervisor any and all violations of this agreement by myself andlor by any other person of whom I
become aware. I agree to return all confidential materials to my immediate supervisor upon completion of this contract or termination
of my employment with my employer, whichever occurs first.
SIGNATURE:
PRINTED NAME:

DATE:

Attachment XI 3
CONTRACTOR NON-EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT

(Note - for Contractor's record; shall be made available within three (3) business days upon DMH
request)
Contractor Name

Contract No.

Non-Employee Name

GENERAL INFORMATION:
The Contractor referenced above has entered into a contract with the County of Los Angeies to provide certain services to the
County. The County requires your signature on this Contractor Non-EmployeeAcknowledgement and Confidentiality Agreement.

NON-EMPLOYEE ACKNOWLEDGEMENT:
I understand and agree that the Contractor referenced above has exclusive control for purposes of the above-referenced contract.
I understand and aoree that I must relv exclusivelv uoon the Contractor referenced above for ~avmentof salalv and anv and all
other benefits payaiie to me oron my behalf by viiue'of my performance of work under the ab&v&referenced contract
I understand and agree that I am not an employee of the County of Los Angeles for any purpose whatsoever and that I do not
have and will not acquire any rights or benefits of any kind from the County of Los Angeles by virtue of my performance of work
under the above-referenced contract. I understand and agree that I do not have and will not acquire any rights or benefits from
the County of Los Angeles pursuant to any agreement between any person or entity and the County of Los Angeles.
I understand and agree that I rnav be rewired to undergo a background and security investigation(s). I understand and agree
that my continued performance of;vork under the above-referencedcontract is contingent upon my passing, to the satisfaction of
the Countv. anv and all such investioations. I understand and aoree that mv failure to Dass, to the satisfaction of the Countv,
. anv.
such inveiigaion shall result in my rmmediate release fmm perfGrmance uider this andlor any future contract.

CONFIDENTIALITY AGREEMENT:
I may be involved with work pertaining to services provided by the County of Los Angeles and, if so, I may have access to
confidential data and information pertaining to persons and/or entities receiving services from the County. In addition. I may also
have access to proprietary information supplied by other vendors doing business with the County of Los Angeles. The County
has a legal obligation to protect all such confidential data and information in its possession, especially data and information
concerning health, criminal, and welfare recipient records. I understand that if I am involved in County work, the County must
ensure that I, too, will protect the confidentiality of such data and information. Consequently, I understand that I must sign this
agreement as a condition of my work to be provided by the above-referenced Contractor for the County. I have read this
agreement and have taken due time to consider it prior to signing.
I hereby agree that I will not divulge to any unauthorized person any data or information obtained while performing work
pursuant to the above-referenced contract between the above-referenced Contractor and the County of Los Angeles. I agree
to forward all requests for the release of any data or information received by me to the above-referenced Contractor.
I agree to keep confidential all health, criminal, and welfare recipient records and all data and information pertaining to persons
andlor entities receiving services from the County, design concepts, algorithms, programs, formats, documentation, Contractor
proprietaly information, and all other original materials produced, created, or provided to or by me under the above-referenced
contract. I agree to protect these confidential materials against disclosure to other than the above-referenced Contractor or
County employees who have a need to know the information. I agree that if proprietaly information supplied by other County
vendors is provided to me, I shall keep such information confidential.
I agree to report to the above-referenced Contractor any and all violations of this agreement by myself andlor by any other person
of whom I become aware. I agree to return all confidential materials to the above-referenced Contractor upon completion of this
contract or termination of my services hereunder, whichever occurs first.
SIGNATURE:
PRINTED NAME:

DATE:

Attachment XI - 4
LIST OF OTHER GOVERNMENT CONTRACTS

OTHER GOVERNMENT CONTRACTS
Contracts with other Countv (other than DMH), State, Federal AnencieslDepartments, and School Districts
w i t h i n the oast three (3) years):

DEPARTMENT
(IDENTIFY)

CONTRACT
PERIOD

TYPE OF
PROGRAM

NET
CONTRACT
AMOUNT

ATTACHMENT
ATTACHMENT III1
BOARD OF SUPERVISORS
GLORIA MOLINA
MARK RIOLEY-THOMAS
ZEV YAROSLAVSKY
DON KNABE
MICHAEL 0 ANTONOVICH

MARVIN J. SOUTHARD. D.S.W.
Director
ROBIN KAY, Ph.D.
Chief Depuly Director
RODERICK SHANER. M.D.
MedicalDirector
550 SOUTH VERMONT AVENUE. LOS ANGELES. CALIFORNIA 90020

Reply TO: (213) 738-4601
Fax:

12131 388-1297

May 3,2012

Contract S~pQNl60r
ContractAdministrator

TO:

Each Supervisor

FROM:

Marvin J.
Director

SUBJECT:

ADVANCE NOTIFICATION OF INTENT TO ENTER INTO A SOLE
SOURCE CONTRACT AMENDMENT WITH SUNBRIDGE SHANDIN
HILLS REHABILITATION CENTER

~ 4 fL
n A

outh hard. D.S.W.

This memorandum is to comply with the Board of Supervisors Policy Manual section
5.100 Sole Source Contracts regarding contracting policy requirements for sole source
contracts. It is the Los Angeles County Department of Mental Health's (DMH) intent to
amend its current agreement with SunBridge Shandin Hills Rehabilitation Center, dba
Shandin Hills Behavior Therapy Center (SHBTC) to purchase twenty-nine (29)
Institution for Mental Diseases (IMD) beds for the treatment of inmates with mental
illness released as part of either Assembly Bill (AB) 109 and Brown v. Plata or as part of
the County's forensic, mental health treatment programs and that require mental health
care and treatment within a securedllocked, residential center for psychiatric care.
SHBTC is located at 4164 North 4th Avenue, San Bernardino, CA 92407.
In 2005, the Department of Mental Health (DMH) contracted with Olive Vista (OV), a
locked IMD facility in Pomona and sister facility of SHBTC, for beds to address the need
for specialized treatment services for individuals designated as Mentally Ill Offenders.
In 2008, DMH contracted with OV for additional IMD beds to address the need for
specialized treatment services for individuals with mental illness and criminal justice
histories.
Although DMH also has contracts with SHBTC's sister facilities,
Meadowbrook and Laurel Park in Los Angeles County, these facilities do not have
additional beds to accommodate the needs for this former inmate population. Currently
DMH is purchasing IMD beds with SHBTC's sister facility, Sierra Vista, in San
Bernardino County. However, Sierra Vista does not have enough additional beds to
accommodate the demand for these services.
There are no other IMD facilities in the area that have existing bed capacity and have
the interest and experience in serving this population; therefore, DMH plans to enter into
sole source negotiations with SHBTC for locked IMD beds for this population.

" T o Enrich Lives Through Effective And Caring Service"

Each Supervisor
May 3,2012
Page 2
Unless otherwise instructed by a Board office within two (2) weeks, DMH will proceed
with preparing a sole source contract amendment, working with the Office of the County
Counsel and the Chief Executive Office.

Chief Executive Officer
County Counsel

ATTACHMENT Ill
SOLE SOURCE CHECKLIST
SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER
Check
(4)

JUSTIFICATION FOR SOLE SOURCE CONTRACTS
Identify
- applicable justification and provide documentation for each
checked item.
Only one bona fide source for the service exists; performance and price
competition are not available.
There are no other Institution for Mental Diseases (IMD) facilities in the area
that have existing bed capacity and the interest and experience in serving this
population. DMH intends to enter into a sole source contract with SunBridge
Shandin Hills Rehabilitation Center (SSHRC).
. .

Quick action is required (emergency situation).
Additional IMD beds are needed immediately for the treatment of inmates with
a mental illness released as part of either Assembly Bill (AB) 109 and/or as
part of the County's forensic, mental health treatment programs who require
mental health care and treatment within a secured/locked, residential
psychiatric care center. SSHRC is able to provide DMH with a secured/locked
for these individuals who are not able to function successfully and safely within
a community-based and/or outpatient setting.
Proposals have been solicited but no satisfactory proposals were
received.

P Additional services are needed to complete an ongoing task and it

would be prohibitively costly in time and money to seek a new service
provider.
Maintenance service agreements exist on equipment which must be
serviced by the authorized manufacturer's service representatives.

I >
>

It is more cost-effective to obtain services by exercising an option under
an existing contract.
It is in the best interest of the County, e.g., administrative cost savings,
excessive learning curve for a new service provider, etc.

Other reason. Please explain:

Deputy Chief Executive Officer, CEO

Date