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PD Whole Person Care (WPC) Outreach ServicesII ..-............:.....:.....:......� COUNTY OF MARIN `- DEPART\AEMT OF HEALTH A.ND HUM.A.N. S,ER.VI,C,E.S.._ Promuiing and ^rar_Crirg Fenn - _a ng aalktA,: enol. and ;a Eery of ail .n APapn Ceurr, 1,7 HEALTH & ISERVICES August 6, 2019 Hyacinth Guillermo Hinoiosa ACTING DIRECTOR Marin County Board of Supervisors 3501 Civic Center Drive San Rafael, CA 94903 AUG 0 6 2019 BOARD OF 20 North San Pedro Road Suite 2002 SUBJECT: Department of Health and Human Services, Division of Whole San Rafael, CA 94903 Person Care, requests approval of a contract with the City of San Rafael for 415 473 3696 T $77,520 through December 31, 2020 to provide outreach services to Whole 415 473 3791 F Person Care enrollees. (New) 415 473 3344 TTY www.marincounty.org'hhs Dear Supervisors: RECOMMENDATION: 1. Authorize President to execute contract with the City of San Rafael for $77,520 through December 31, 2020. SUMMARY: The overarching goal of the Whole Person Care (WPC) Pilot is to coordinate health services in a patient -centered manner to improve patients' health and well-being through more efficient and effective use of resources. The Department is internally reconfiguring and aligning resources to implement social determinants -driven population health management for the WPC target populations and is proposing to enter into a contract with the City of San Rafael to increase connection between their outreach efforts to individuals experiencing homelessness and the county's systems of care. The City of San Rafael staff will provide oral and written information about the WPC pilot to potential enrollees and describe the benefits of enrollment. Staff will confirm potential enrollees' interest in participation, verify their eligibility status, collect releases of information, determine whether the person is enrolled in another program, and enter the potential enrollees' demographic information into the program's care coordination platform, WIZARD, when applicable. COMMUNITY BENEFIT: The City of San Rafael staff is proximate to individuals who would benefit from coordinated county services. This service fills a crucial gap in the homeless outreach system. It will help connect more clients to services and housing while improving their health and reducing unnecessary use of health care services, such as emergency medical and psychological services, hospital emergency departments, and in-patient hospital stays. FISCAL IMPACT: There will be no increase to the General Fund Net County cost as a result of your Board's approval. Funding for this proposed contract is available in 9-3-M) PG. 2 OF 2 FY 2019-20 budget in the WPC Services program and is supported by federal Whole Person Care revenue. The contract allows for cancellation, with thirty days' notice, should the County not be able to continue to fund. REVIEWED BY: County Administrator [X] N/A [ j Department of Finance [ ] N/A [X] Human Resources [ ] N/A [X] County Counsel [ ] N/A [X] Respectfully submitted,, J� Hyacinth Guillermo Hinoio� Acting Director Munis Contract Number: 32000252 COUNTY OF MARIN HEALTH AND HUMAN SER`/ICES 20 ,North San Pedro Road • Suite 2028 San Rofaei. CA 94903 CAO Contract Log # COUNTY OF MARIN PROFESSIONAL SERVICES CONTRACT 2015 - Edition 1 THIS CONTRACT is made and entered into this 6th day of August, 2019, by and between the COUNTY OF MARIN, hereinafter referred to as' County" and the City of San Rafael, hereinafter referred to as "Contractor." RECITALS: WHEREAS, County desires to retain a person or firm to provide the following service. information and referral services; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the Contract made and the payments to be made by County, the parties agree to the follow,ng. 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof 2 FURNISHED SERVICES. The County agrees to: A. Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work. B. Make available all pertinent data and records for review. C. Provide general bid and Contract forms and special provisions format when needed 3. FEES AND PAYMENT SCHEDULE The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice. 4. MAXIMUM COST TO COUNTY. In no event will the cost to County for the services to be provided herein exceed the maximum sum of $77,520.00 including direct non -salary expenses As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to County may be amended by written notice from County to reflect that reduction 5. TIME OF CONTRACT. This Contract shall commence on August 7 2019 and shall terminate on December 31, 2020. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor The final invoice must be submitted within 30 days of completion of the stated scope of services. 6. INSURANCE: Commercial Genera Liability: The Contractor shall maintain a commercial general liability insurance policy in the amount of $1,000,000 ($2,000,000 aggregate). The County shall be named as an additional insured on the commercial general liability policy Page 1 of 5 cn"5 Revised 20150105 Commercial Automobile Liability: Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non -owned and hired automobile liability, in the amount of $1,000,000 00 Workers' Compensation: The Contractor acknowledges the State of California requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance w th the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self -Insure shall be provided to County prior to commencement of work. Errors and Omissions, Professional Liability or Malpractice Insurance. Contractor may be required to carry errors and omissions, professional liability or malpractice insurance. All policies shall remain in force through the life of this Contract and shall be payable on a "per occurrence" basis unless County specifically consents to a "claims made" basis The insurer shall supply County adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required insurance policies in this Contract be cancelled or non -renewed it is the Contractor's duty to notify the County immediately upon receipt of the notice of cancellation or non -renewal. If Contractor does not carry a required insurance coverage and/or does not meet the required limits. the coverage limits and deductibles shall be set forth on a waiver, Exhibit C. attached hereto. Failure to provide and maintain the insurance required by this Contract will constitute a mater,al breach of this Contract. In addition to any other available remedies, County may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. 7. ANTI DISCRIMINATION AND ANTI HARASSMENT: Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the County of Marin based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances including, but not limited to, County of Marin Personnel Management Regulation (PMR) 21. B. SUBCONTRACTING The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the County except for any subcontract work identified herein If Contractor hires a subcontractor under this Contract Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor and County of Marin as an add=tional insured under this Contract for general liability. It shall be Contractor's responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the County evidence of same 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall a so obtain any and all permits which might be required by the work to be performed herein. Page 2 of 5 Revised 70150105 11. BOOKS OF RECORD AND AUDIT PROVISION: Contractor shall mainta n on a current basis complete books and records relating to this Contract Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence travel and field expenses, and canceled checks receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit County to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor's premises or, at County's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from County Contractor shall refund any monies erroneously charged 12. WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR: Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Mann. 13. TERMINATION: A If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the County may terminate th s Contract by giving five (5) calendar days written notice to the party involved B The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes labor disputes or other forces over which the Contractor has no control. C Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D In the event of termination not the fault of the Contractor the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 14. APPROPRIATIONS: The County's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Marin County Board of Supervisors, the State of California or other third party. Should the funds not be appropriated County may terminate this Contract with respect to those payments for which such funds are not appropriated County will give Contractor thirty (30) days' written notice of such termination. All obligations of County to make payments after the termination date will cease. Where the funding source for this Contract is contingent upon an annual appropriation or grant from the Marin County Board of Supervisors the State of California or other third party, County's performance and obligation to pay under this Contract is limited by the availability of those funds Should the fund ng source for this Contract be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County identified in section 4 to reflect that elimination or reduction Page 3 of 5 Revised 20150105 15. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services here=n, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the County Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers' compensation. 16. AMENDMENT: This Contract may be amended or modified only by written Contract of all parties. 17. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing. 18. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue sha I be in Mann County, California. 19. INDEMNIFICATION: Contractor agrees to indemnify, defend and hold County is employees, officers, and agents, harmless from any and all liabilities including but not limited to, litigation costs and attorneys fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor's negligence, recklessness or willful misconduct in the performance of this Contract. 20. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #200597 prohibiting the off shoring of professional services involving employee/retiree med cal and financial data affecting services covered by this Contract. Copies of any of the above -referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21 In addition, the following NOTICES may apply: 1. Pursuant to California Franchise Tax Board regulations, County will automatically withhold 7% from all payments made to vendors who are non-residents of California. 2. Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public. 3. For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at www.sam.gov. Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below. • The certification in this clause is a material representation of fact relied upon by County • The Contractor shall provide immediate written notice to County if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances. • Contractor certifies that none of its principals affiliates, agents, representatives or contractors are excluded, disqualified or ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals - Are not presently debarred suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency; Page 4 of 5 Revised 20150105 • Have not been convicted within the preceding three -years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period; • Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a); • Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three -years for cause or default. • The Contractor agrees by signing this Cqntract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. • Any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification. 21. NOTICES: This Contract shall be managed and administered on County's behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to County at the following location: Ken Shapiro Contract Manager: Department of Health and Human Services 1177 E. Francisco Blvd. Dept./Location: Novato, CA 94949 Telephone No.: (415) 473-6873 Notices shall be given to Contractor at the following address: Contractor: City of San Rafael Diana Bishop, Chief of Police Address: San Rafael, CA 94901 Telephone No.: (415) 485-3470 22. ACKNOWLEDGEMENT OF EXHIBITS Check applicable Exhibits CONTRACTOR'S INITIALS EXHIBIT A. EXHIBIT B. EXHIBIT C. EXHIBIT D. EXHIBIT E. OTHER REQUIRED EXHIBITS (HHS USE ONLY) ® Scope of Services ZI Fees and Payment Ell Insurance Reduction/Waiver 66 01 Contractor's Debarment Certification ❑ Subcontractor's Debarment Certification ® Exhibit M: Business Associates Agreement ® Exhibit P: WPC Data Sharing Agreement IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. CONTRACTOR: APPROVED BY COUNTY OF N: By: 1 J �-I-v Name: 0 1 /t- A- /3 � Title: L -,t C — By: Kathrin Sears, President, Marin County Board of Supervisors idd::U:YBBd:�YY:6a76aWid:a8.dY4BdY6AN818:rut.::bdHAdiiu�6d0i;+iYiYh:aA6a:dei.6.as.YddYol3ei::GS]i:G�iYua:add:Bbe W ia:fi.:.dsy:biiY77itlde8ti.Huhetl.uiued7..AddYd.Y9aiLa8:alY.riG3d.uL6..bF:Y:udidleudafaiaJad COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) County Counsel: Page 5 of 5 Date: Revised 20150105 EXHIBIT A SCOPE OF SERVICES Whole Person Care — City of San Rafael Information and Referral Services (Outreach) County of Marin Department of Health and Human Services In June 2017, Marin County Department of Health & Human Services (Marin HHS) received approval from the state to begin implementation of the Whole Person Care 1115 Waiver. Vision The vision is to build a sustainable, evidence -based, outcomes -focused coordinated system of care across health and social sectors to more efficiently and effectively serve Marin County's most vulnerable Medi -Cal beneficiaries. Purpose The purpose of Marin County's Whole Person Care Program is to improve the wellbeing of Marin's Medi -Cal population who are experiencing complex medical conditions and those who are homeless or precariously housed. Two of the program's primary goals are to reduce hospitalizations and emergency department visits among enrollees. People experiencing homelessness are among the most vulnerable community members and disproportionately interact with emergency services, including law enforcement. Research demonstrates that use of emergency services decreases as people are permanently housed. Field-based outreach to people experiencing homelessness is key to engaging individuals in the housing process. The services included in this scope of work serve as a critical element of the County's implementation of a unified, coordinated holistic care management system by standardizing screening, assessments, and care coordination; and by promoting bi-directional information sharing and care coordination among providers. The goal for this systems -level change is new, coordinated, and sustainable approaches that will improve the health and decrease the cost of caring for high-risk, high-cost Medi -Cal beneficiaries. These services are also designed to build upon and leverage — not duplicate — the County's existing array of Medi -Cal billable services, and to ensure that high-risk Medi -Cal beneficiaries with barriers to care get the support they need to access care and manage their social determinants of health. As such, Whole Person Care dollars cannot be used to fund services that are otherwise covered or directly reimbursed by Medi -Cal. This proposed service incentivizes the contractor to engage, inform, and connect potential clients to Whole Person Care and other services that may assist them in resolving their homeless status and other determinants of health. Underlying Philosophies The following four philosophies underlie the program's design and must be central to all services delivered: n Housing First Evidence from communities across the country indicate that the most effective solution to homelessness is to place people in permanent housing without preconditions, and then provide the wraparound services necessary for them to stabilize. This philosophy is called "housing first" and is applicable to not just permanent housing, but also to outreach, shelter, and services programs. (https://endhomelessness org/resource/housing-first/) Trauma -Informed Care Trauma -informed care realizes the widespread impact of trauma and understands potential paths for recovery; recognizes the signs and symptoms of trauma in clients, families, staff and others involved in the system; responds by fully integrating knowledge about trauma into policies, procedures, and practices, and seeks to actively resist re -traumatization. (https://www.samhsa.gov/nctic/trauma-interventions) Person -Focused Care A person -focused approach decentralizes and integrates services across the spectrum of care, to cross -train staff from different agencies to implement shared strategies, and to simplify and redesign work while increasing enrollees' involvement in their care. The priority is to design and align systems to reach and serve the client and communities, rather than requiring target populations to overcome systemic structural or cultural barriers. Social Determinants of Health The WPC Pilot will universally screen enrollees for the non -clinical barriers that may be interfering with their ability to lead healthy, productive lives. (https://www.cdc.gov/socialdeterminants/) Service Provided: I Information and Referral Encounters Contractor will be reimbursed for providing information and completed referrals for potential enrollees. Engagement is a key component of information and referral. Staff will locate, identify, and build relationships with targeted beneficiaries (e g., sheltered and unsheltered homeless; patients with complex conditions) for the purpose of enrolling in the WPC pilot. Staff will complete an initial assessment of needs and eligibility and will actively connect the potential enrollee to a participating entity for screening and assessment. Staff will provide oral and written information about the WPC pilot to potential enrollees and describe the benefits of enrollment. Staff will confirm their interest in participation, verify potential enrollees' eligibility status, collect releases of information, identify if the person is enrolled in another program, and enter the potential enrollees' demographic information into the program's care coordination platform, WIZARD, when applicable. 7 Inclusion Criteria Identification of Eligible WPC Enrollees/Target Population The interventions funded through this contract aim to address the needs of Medi -Cal eligible adults who are precariously housed or experiencing homelessness. The target population are those who are • Homeless or Precariously housed, • Adult and, • Presumed eligible or known to be enrolled in full scope Medi - Cal Coordination with Contractor is required to: other WPC • Participate in standardized onboarding training to ensure Providers and consistency in care coordination, data sharing, and reporting Stakeholders processes; • Provide ongoing training to new staff to ensure services are appropriate and to promote continuous quality improvement; • Participate in surveys, interviews, and reports; and • Participate in the governance committees, including the Advisory and Steering Committees, as well as committee workgroups as necessary Contractor shall • Provide a staff member to serve as a WIZARD trainer to support new users and answer user questions, with support of the Whole Person Care Business Unit. • Share data (e.g., on caseload progress and outcomes) subject to state and federal laws regarding confidentiality of health information, • Participate in case conferencing among their Care Provider Team partners and between Care Provider Teams to not only engage in care planning, but to also share best practices and procedures; identify challenges and barriers; and develop shared philosophies and approaches; • Participate in bi-weekly Outreach Coordination meetings • Participate in quality improvement (Plan -Do -Study -Act) testing; • Track and document implementation progress; • Adopt best practices developed for addressing the needs of the target population, and • Communicate on-going technical assistance needs that can be addressed with training and consulting resources. Available Incentive 1. Completion of Client Authorization for Release of Information (ROI) Training Payments Marin's Whole Person Care Business Unit will provide contractor a training on the program's ROI to ensure that the contractor understands the purpose of the document and can effectively gain consent from target program participants and connect them to the most appropriate interventions. Successful completion of this training by at least one staff member from the contractor organization will permit the contractor to invoice the county for a $3,000 incentive payment. 2. Participation in Homeless Outreach Coordination Marin's homeless housing system of care has seen significant improvement in effectiveness and efficiency since the adoption of a coordinated entry system to better match people experiencing homelessness with the housing best suited for their needs. The Whole Person Care Business Unit will institute a bi-weekly outreach coordination meeting in 2019. If the contractor attends at least 80% of the 2019 meetings, they will earn a $4,000 incentive payment. Performance The performance standards listed below reflect the goals of the Whole Standards Person Care initiative, as defined by the State Department of Health Care Services and County HHS. To the degree that attainment of the standards is within the control of the Contractor, successful performance of the scope of work will be measured by the standards. However, it is understood that some of the standards may not be reached, despite the best efforts of the Contractor. In the event that the Contractor is unable to achieve the performance targets identified below, they will be expected to participate actively in PDSA cycles to address challenges and improve outcomes. Information and Referral • 65% of persons engaged agree to participate in Whole Person Care. Screening and Assessment • 75% of persons referred receive screening and assessments. • 75% of enrollees referred for services per their assessments are successfully connected with referred services. Comprehensive Care Plan • 75% of enrollees have a Comprehensive Care Plan in place and accessible to the care team within 30 days of enrollment Case Management • Housing First 0 5% more housing service referrals will be completed than the prior year. 0 85% of clients in housing (either precariously housed or housed during the pilot term) remain stably housed at the end of the contract term. • Social Determinants of Health: o 90% of clients will be assigned a primary care provider within 30 days of WPC enrollment. 9 Reimbursable Services Contractor will be reimbursed up to a total contract maximum of $77,520.00 accordingly: • Informational and Referral Encounters (FFS): $28.55 o Up to 2,470 encounters over the course of the contract 0 2,470 X $28.55 = total possible reimbursement of $70,520.00 o Reimbursement will equal lower of rate or cost and cannot exceed $45/encounter. 10 0 55% of clients will have a visit with a primary care provider within 30 days of WPC enrollment. 0 40% of enrollees demonstrate measurable progress with respect to at least one goal in their care plans. • Care Coordination and Linkages: Increase initiation and engagement of alcohol and other drug (AOD) dependence treatment within 14 days after a new AOD diagnosis by 10%. - Increase initiation and engagement of AOD dependence treatment and provision of two or more treatment services within 30 days after a new AOD diagnosis by 10%. Increase follow up within 7 days post -discharge for Mental Illness hospitalizations by 5%. • Other Outcomes A 10% reduction in Emergency Department visits by enrollees for the performance period compared against the previous six month period. A 10% reduction in the number of inpatient hospitalization visits by enrollees. At least 5% of enrollees will have an improvement in their self-reported health status from the previous year. A 5% increase in clients with Major Depression or Dysthymia who reach remission 12 months after an index visit. Contractor will assist in the development of a measurement of reduction of return to homelessness. Contractor is responsible for performing all of the data entry, management, and sharing activities needed for the County to measure and report on all universal and variant metrics per DHCS reporting requirements, including (but not limited to) Baseline, Mid -Year, and Annual Reports. Data Sharing Contractor agrees to assure real-time, cross -agency integrated data and information consistent with the program's Data Sharing Agreement (Exhibit P) Period of 7/1/2019-12/31/2020 Performance Reimbursable Services Contractor will be reimbursed up to a total contract maximum of $77,520.00 accordingly: • Informational and Referral Encounters (FFS): $28.55 o Up to 2,470 encounters over the course of the contract 0 2,470 X $28.55 = total possible reimbursement of $70,520.00 o Reimbursement will equal lower of rate or cost and cannot exceed $45/encounter. 10 o Description: In order to identify and engage clients who may benefit from Whole Person Care data sharing and care coordination, Contractor will identify potentially eligible clients, look them up in WIZARD to see if they are already part of Whole Person Care, offer the WPC consent for Release Of Information, and when successful getting one, upload it to WIZARD with a Candidate Form to refer clients to the program. Contractor will be paid for engagement regardless of whether an ROI is attained. Completion of Client Authorization for Release of Information (ROI) Training o Marin's Whole Person Care Business Unit will provide contractor a training on the program's ROI to ensure that the contractor understands the purpose of the document and can effectively gain consent from target program participants and connect them to the most appropriate interventions. Successful completion of this training by at least one staff member from the contractor organization will permit the contractor to invoice the county for a $3,000 incentive payment. Participation in Homeless Outreach Coordination Marin's homeless housing system of care has seen significant improvement in effectiveness and efficiency since the adoption of a coordinated entry system to better match people experiencing homelessness with the housing best suited for their needs The Whole Person Care Business Unit will institute a bi-weekly outreach coordination meeting in 2019. If the contractor attends at least 80% of the 2019 meetings, they will earn a $4,000 incentive payment. Outreach Staff Responsibilities: Tasks Task Details Get set up in • Attend a WIZARD training. WIZARD • Enter contact phone number and ideally photo into your WIZARD Profile. • Configure WIZARD notifications (email, mobile if applicable) under WIZARD Preferences as appropriate to enable timely response to WIZARD conversations or tasks. • If your agency is contracted to provide WPC case management, use your in-house WIZARD trainer as first resource for questions and refresher training, with MarinWPCguestionsC@-marincounty.orq as a backup Mark tasks as . Mark tasks as complete in WIZARD when you complete finish them This is important for billing and for 1 'I WIZARD to automatically create additional tasks and plan sections. Send questions and • We want to hear from you! Send questions or feedback feedback about the program to MarinWPCquestions(a)marincounty. orq and/or raise at the case manager meeting, with supervisor's approval. Use WIZARD training materials (such as cheat sheets) for step by step instructions for the tasks below. Tasks Ensure that a WPC release of information (ROI) is signed and attached to the client's profile Document client demographics Definitions Task Details • Check that ROI fields under Summary are correctly entered or updated. • Attach a signed WPC enrollment form to the client's profile. • Use the appropriate Behavioral Health Care Plan template to create behavioral health sections based on the client's ROI (see "3. Build Rapport..." below). • Help client enroll/stay enrolled in full scope Medi - Cal (with the help of WPC Social Services staff). Clients ineligible for Medi -Cal are not eligible for WPC. • If you know your client is in IOPCM, alert WPC (this is a medical case management program through Partnership Health Plan) • Contact information • Housing status Homeless: Individual(s) or families who—(1) lack a fixed, regular, and adequate nighttime residence, (2) have a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; (3) are living in a supervised publicly or privately operated shelter designated to provide temporary living 12 arrangements (including hotels and motels paid for by Federal, State, or local government programs for low-income individuals or by charitable organizations, congregate shelters, and transitional housing); (4) is exiting an institution where he or she temporarily resided and resided in a shelter or place not meant for human habitation immediately prior to entering the institution; (5) is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life-threatening conditions in the individual's or family's current housing situation, including where the health and safety of children are jeopardized, and who have no other residence and lack the resources or support networks to obtain other permanent housing. At -Risk of Homelessness/Precariously Housed: An individual or family's status or circumstance that indicates significant danger of experiencing homelessness and is supported by documentation that verifies (1) previous bouts of homelessness, (2) recent exit from an institutional facility, or (3) long-term period without living independently in permanent housing demonstrated by living "doubled up" for economic reasons and frequent moves over such period, AND can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse, the presence of a child or youth with a disability, barriers to employment, or similar circumstances. Outreach: Outreach involves moving outside the walls of the agency to engage people experiencing homelessness who may be disconnected and alienated not only from mainstream services and supports, but from the services targeting homeless persons as well. Care Provider Team: All the individuals from across the county who hold any responsibility for assisting a given client. Client: A person who is eligible for, and/or enrolled in, the Program. Client Universal Release of Information Form: Document developed by Marin HHS granting permission to the Program, by client, to share client information for the purposes of coordinating care. Comprehensive Person -Centered Care Plan: A shared care plan is a patient -centered plan designed to facilitate communication among members of the Care Provider Team, including the patient and providers. Harm Reduction: Practical strategies and ideas aimed at reducing negative consequences associated with drug use. Health Home: A health home provides coordinated care to address individuals with multiple chronic health and behavioral health conditions, as well as the social determinants of health. Housing First: An approach to quickly and successfully connect individuals and families experiencing homelessness to permanent housing without preconditions and barriers to entry, such as sobriety, treatment or service participation requirements. Supportive services are offered to maximize housing stability and prevent returns to homelessness as opposed to addressing predetermined treatment goals prior to permanent housing entry. Services flex to accommodate the changing needs of the client and all goals are client -set. Intervention: Intervention will be based on a brief, solution focused therapy model and include assessment, therapy, medication evaluation and medication review Due to the nature and scope of this service, discharge planning should be discussed at the initial session. 13 Motivational Interviewing: Motivational interviewing is a psychotherapeutic approach that attempts to move an individual away from a state of indecision or uncertainty and towards finding motivation to making positive decisions and accomplishing established goals. Motivational interviewing utilizes a non -confrontational, collaborative effort between therapist and client to spark motivation and initiate change. Rather than acting in an antagonistic or combative way, the therapist engages with the client to explore his feelings, including ambivalence about changing, and help the client find his own motivations. The therapist becomes a person of support, allowing the client to make their own choices and arrive at their own conclusions without feeling outside pressure to do so. Contractors: Organizations providing services to or sharing information about Clients. Program Manual: Policies and procedures, forms, and program protocols that the Whole Person Care Business Unit will develop in collaboration with Contractors, and post on the Program's website. PDSA: "Plan, do, study, and act" cycles that reflects best practices in quality improvement. Person -Focused Care: An approach that aims to decentralize and integrate services across the continuum of care, to cross -train staff from different agencies to implement shared strategies, and to simplify and redesign work while increasing the involvement of clients in their care. The priority is designing and aligning systems to reach and serve the client and communities, rather than requiring clients to overcome systemic structural or cultural barriers. Program Year: Whole Person Care Program reporting periods. Referral: Notification provided to Whole Person Care Program of potentially eligible clients. Social Determinants of Health: Non -clinical barriers that may be interfering with a client's ability to lead a healthy, productive life, including things such as housing, transportation, income, employment, social connections, etc. Trauma Informed Care: A care approach that reflects adherence to six key principles rather than a prescribed set of practices or procedures. These principles may be generalizable across multiple types of settings, although terminology and application may be setting or sector -specific • Safety; Trustworthiness and transparency; • Peersupport; • Collaboration and mutuality; • Empowerment, voice, and choice; and • Cultural, historical, and gender Issues. Whole Person Care Business Unit: Marin HHS county employees who are assigned to work on any component of the program's implementation, oversight, or evaluation. Whole Person Care Program: Five-year Pilot program through 2020 authorized under Medi -Cal 2020 Section 1115 Waiver to test locally -based initiatives that will coordinate physical health, behavioral health, and social services for beneficiaries who are high users of multiple health care systems and continue to have poor health outcomes. 14 EXHIBIT B TERMS AND CONDITIONS OF PAYMENT The County shall pay Contractor a contract amount not to exceed SEVENTY SEVEN THOUSAND THOUSAND FIVE HUNDRED TWENTY DOLLARS ($77,520). In no event shall total compensation paid to Contractor exceed $77,520 without an amendment to this Agreement approved by the County of Marin. Services performed by Contractor and not authorized in this contract shall not be paid for by County. Payment for additional services shall be made to Contractor by County if, and only if, this contract is amended by both parties in advance of performing additional services. This service will be reimbursed on a Fee for Service model. The services provided under this rate will not duplicate billable Medi -Cat services. TYPE OF CONTRACT: FEE FOR SERVICE Claims Submission and Re -Submission 1. Claims and applicable supporting documentation are due by the 10th of the month for services delivered in the preceding month. 2. The County will submit eligible claims received by the Contractor to DHCS. 3. Any denials shall be corrected and resubmitted, as appropriate, by the Contractor to the County, by the 201h of the month following notification of the denial. 4. Claims for final payment must be submitted within thirty (30) days of the expiration date of this Agreement. Payment of claims due may be withheld pending receipt of documents required by this contract. 15 Bundle Service Type Rate Units Total Cost INFORMATION & REFERRAL FFS $28.55 2,470 $70,520 OUTREACH MEETING ATTENDANCE INCENTIVE Incentive $4,000 1 $4,000 RELEASE OF INFORMATION TRAINING INCENTIVE Incentive $3,000 1 $3,000 TOTAL $77,520 TYPE OF CONTRACT: FEE FOR SERVICE Claims Submission and Re -Submission 1. Claims and applicable supporting documentation are due by the 10th of the month for services delivered in the preceding month. 2. The County will submit eligible claims received by the Contractor to DHCS. 3. Any denials shall be corrected and resubmitted, as appropriate, by the Contractor to the County, by the 201h of the month following notification of the denial. 4. Claims for final payment must be submitted within thirty (30) days of the expiration date of this Agreement. Payment of claims due may be withheld pending receipt of documents required by this contract. 15 Reimbursement 1. Contractor will be paid on a monthly basis, following the submission of an invoice for services delivered to the Coupty's satisfaction. Contractor will be reimbursed the negotiated unit of service rate for all approved claims. Final settlement will be the total of approved claims times the negotiated rate, up to the contract maximum. 2. Contractor will be reimbursed on a Net 30 basis. 3. Unless otherwise noted in the contract, services provided and reimbursed under this contract are for Marin County Medi -Cal beneficiaries only Monitoring and Reporting 1. Contractor is subject to annual fiscal monitoring by the County or County's qualified designee. 2. A Cost Report and all supporting documentation must be submitted within sixty (60) days of the expiration date of this Agreement. Supporting documentation may include, but are not limited to, trial balance, general ledger, revenue and expenditure report. The Cost Report shall be based on actual costs, and will be used by the County for management information and planning purposes. Budget Contract Detail TOTAL OPERATION BUDGET PER Personnel Services YEAR Mental Health Liaison Officer SUBTOTAL PERSONNEL OTHER EXPENDITURES Vehicle Costs _ INDIRECT COST (5%) SUBTOTAL OTHER EXPEN DITU ERS TOTAL BUDGET 158,362.00 19 MONTH BUDGET PER Budget for CONTRACT Contract 739.83 1 $ 77,520.58 S 5 L58,362.00 250,739.83 $ 77 158,362.00_ 250,739.83___] $ 77,520.58 i 16 Calculation of Contract Amount 12 Month Period 19 Month Period Amount of Billable Hours 2,080.00 3,293.33 Number of Outreach Workers 1 1 Total Amount of Billable Hours 2,080.00 3,293.33 Avg. Length of time defined (hours) 0.75 0.75 Available Hours 2,773.33 4,391.11 Total Budget Amount 158,362.00 250,739.83 Rate of Service 57.10 57.10 Number of Client Interactions 1,560.00 2,470.00 Max. Contracted Offered Rate 28.55 28.55 Total Contract Amount Per Year 44,539.31 70,520.58 $ 3,000.00 ROI Training (incenth $ 4,000.00 Outreach Meeting (Incentive) 77,520.58 Total Contract Value 17 EXHIBIT D CONTRACTOR'S DEBARMENT CERTIFICATION Current Seareh Terms: " Clear Search FILTER RESULTS Yours4arC11 fOr c t\-Of-San'raflel- roturned the fitilntting results. . No records foutid_ By Record Stahts Acti,e t ,actin e By Record'I}pe Entlh Re;istraticn Exclusion Apply Filters Save PDF ExportResults Pr nt :• City of San Rafael If no results are found, this Individual or entity (if it Is an entity search) is not currently excluded. Print this Web page for your documentation Search Again Search conducted 7.92019 3 52 07 PHI EST on UIG LEIS E!clusrons database Source data updated on 015:2019 9 03 00 Ahl ES r The City of San Rafael is not included on the Medi -Cal Suspended and Ineligible list as of 7/9/2019 18 EXHIBIT M: BUSINESS ASSOCIATE AGREEMENT TERMS AND CONDITIONS To the extent Contractor is a business associate as defined under the Federal Health Insurance Portability and Accountability Act ('HIPAA") and the HITECH Act, Contractor shall comply with the additional terms and conditions set forth in this Exhibit ("M") to the Professional Services Contract ("PSC" or "Contract"). This Business Associate Agreement Exhibit "M" supplements and is made a part of the Contract by and between the County of Marin, referred to herein as Covered Entity ("CE"), and the City of San Rafael, referred to herein as Business Associate ("BA"), to which this Exhibit "M" is an incorporated attachment. RECITALS CE and BA have entered into a business relationship through which BA may receive Protected Health Information ("PHI") (defined below) from CE or create, collect, transmit, retain, process or otherwise use PHI on behalf of CE pursuant to the terms of the Contract. CE and BA intend to protect the privacy and provide for the security of PHI disclosed to, created by, or in any manner used by, BA pursuant to the Contract in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Act"), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations") and other applicable laws. As part of the HIPAA Regulations, the Privacy Rule and the Security Rule (defined below) require CE to enter into a contract containing specific requirements with BA prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and contained in this Exhibit "M'. In consideration of the mutual promises below and the exchange of information pursuant to this Exhibit "M", the parties agree as follows: 1. Definitions a. Breach shall have the meaning given to such term under the HITECH Act [42 US C. Section 17921]. b. Business Associate shall have the meaning given to such term under the Privacy Rule, the Security Rule, and the HITECH Act, including but not limited to, 42 U.S.C. Section 17938 and 45 C.F.R. Section 160.103. For purposes of this Exhibit "M", use of the term Business Associate includes all Contractor agents, employees, contractors or other associates providing services or assistance to Contractor under the Contract. 19 c. Covered Entity shall have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. Section 160.103. For purposes of this Contract, this term is intended to mean the County of Marin. d. Data Aggregation shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. e. Designated Record Set shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 CT R. Section 164.501. f. DHHS Secretary shall mean the Secretary of the U.S. Department of Health and Human Services. g. Electronic Health Record shall have the meaning given to such term in the HITECH Act, including, but not limited to: 42 U.S.C. Section 17921. h. Electronic Protected Health Information means Protected Health Information that is maintained in or transmitted by electronic media. L Health Care Operations shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. j. Individual shall have the meaning given to such term under the Privacy Rule and the Security Rule. including, but not limited to, 45 C.F.R. Section 160.103. k. Privacy Rule shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and E I. Protected Health Information or PHI means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an Individual; the provision of health care to an Individual; or the past, present or future payment for the provision of health care to an Individual; and (ii) that identifies the Individual or with respect to which there is a reasonable basis to believe the information can be used to identify the Individual, and shall have the meaning given to such term under the Privacy Rule including, but not limited to, 45 C.F.R. Section 164.501. Protected Health Information includes Electronic Protected Health Information (45 C.F.R. Sections 160.103, 164 501 ] m. Protected Information shall mean PHI provided by CE to BA or created or received by BA on CE's behalf. n. Security Rule shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and C. o. Unsecured PHI shall have the meaning given to such term under the HITECH Act and any guidance issued pursuant to such Act including, but not limited to, 42 U.S.C. Section 17932(h). 2. Obligations of Business Associate iZi; a. Permitted Uses. BA shall not use Protected Information except for the purpose of performing BA's obligations under the Contract and as permitted under the Contract and this Exhibit "M". Further, and notwithstanding anything to the contrary above, BA shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so used by CE. However, BA may use Protected Information (i) for the proper management and administration of BA, (ii) to carry out the legal responsibilities of BA, or (iii) for Data Aggregation purposes for the Health Care Operations of CE [45 C.F.R. Sections 164.504(e)(2)(ii)(A) and 164.504(e)(4)(i)]. b. Permitted Disclosures. BA shall not disclose Protected Information except for the purpose of performing BA's obligations under the Contract and as permitted under the Contract and this Exhibit "M". Further, and notwithstanding anything to the contrary above, BA shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so disclosed by CE. However, BA may disclose Protected Information (i) for the proper management and administration of BA; (ii) to carry out the legal responsibilities of BA; (iii) as required by law; or (iv) for Data Aggregation purposes for the Health Care Operations of CE. If BA discloses Protected Information to a third party, BA must obtain, prior to making any such disclosure, (i) reasonable written assurances from such third party that such Protected Information will be held confidential as provided pursuant to this Exhibit "M" and only disclosed as required by law or for the purposes for which it was disclosed to such third party, and (ii) a written agreement from such third party to immediately notify BA of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach [42 U.S.C. Section 17932; 45 C.F.R. Sections 164.504(e)(2)(i), 164.504(e)(2)(i)(B), 164.504(e)(2)(ii)(A) and 164,504(e)(4)(ii)]. c. Prohibited Uses and Disclosures. BA shall not use or disclose Protected Information for fundraising or marketing purposes. BA shall not disclose Protected Information to a health plan for payment or health care operations purposes if the patient has requested this special restriction, and has paid out of pocket in full for the health care item or service to which the PHI solely relates 42 U.S.C. Section 17935(x). BA shall not directly or indirectly receive remuneration in exchange for Protected Information, except with the prior written consent of CE and as permitted by the HITECH Act, 42 U.S.C. section 17935(d)(2); however, this prohibition shall not affect payment by CE to BA for services provided pursuant to the Contract. d. Appropriate Safeguards. BA shall implement appropriate administrative, physical and technical safeguards as are necessary to prevent the use or disclosure of Protected Information otherwise than as permitted by the Contract that reasonably and appropriately protect the confidentiality, integrity and availability of the Protected Information, in accordance with 45 C.F.R. Sections 164.308, 164.310, and 164.312. [45 C.F.R. Section 164.504(e)(2)(ii)(B); 45 C.F.R. Section 164.308(b)]. BA shall comply with the policies and procedures and documentation requirements of the Security Rule, including, but not limited to, 45 C.F.R. Section 164.316. [42 U.S.C. Section 17931] e. Reporting of Improper Access, Use or Disclosure. Unless stricter reporting requirements apply in accordance with federal or state laws or regulations, other provisions of the Contract, or this Exhibit "M", BA shall report to CE in writing of any access, use or disclosure of Protected Information not permitted by the Contract and this 21 Exhibit "M", and any Breach of Unsecured PHI of which it becomes aware without unreasonable delay and in no case later than five (5) business days after discovery [42 U.S.C. Section 17921; 45 C.F.R. Section 164.504(e)(2)(ii)(C); 45 C.F.R. Section 164 308(b)]. BA shall provide notice to CE as set forth in paragraph 6. f. Business Associate's Agents. BA shall ensure that any agents, including subcontractors, to whom it provides Protected Information, agree in writing to the same restrictions and conditions that apply to BA with respect to such PHI and implement the safeguards required by paragraph d above with respect to PHI [45 C.F.R. Section 164.504(e)(2)(ii)(D); 45 C.F.R. Section 164.308(b)]. BA shall implement and maintain sanctions against agents and subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation (see 45 C.F.R. Sections 164.530(f) and 164.530(e)(1)). g. Access to Protected Information. BA shall make Protected Information maintained by BA or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within ten (10) business days of a request by CE to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524 [45 CF.R. Section 164.504(e)(2)(ii)(E)] If BA maintains an Electronic Health Record, BA shall provide such information in electronic format to enable CE to fulfill its obligations under the HITECH Act, including, but not limited to, 42 U.S.C. Section 17935(e). If any Individual requests access to protected Information directly from BA or its agents or subcontractors, BA shall inform the CE of the request without unreasonable delay, in any event no later than three (3) days of receipt of the request. If the CE permits the disclosure, the CE will inform the BA within two (2) days of the receipt of the request from BA, Whereupon the BA will be authorized to provide access to the client. h. Amendment of PHI. Within ten (10) business days of receipt of a request from CE for an amendment of Protected Information or a record about an Individual contained in a Designated Record Set, BA or its agents or subcontractors shall make such Protected Information available to CE for amendment and incorporate any such amendment to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any Individual requests an amendment of Protected Information directly from BA or its agents or subcontractors, BA must notify CE in writing within five (5) business days of the request. Any approval or denial of amendment of Protected Information maintained by BA or its agents or subcontractors shall be the responsibility of CE [45 C.F.R Section 164.504(e)(2)(ii)(F)]. i. Accounting Rights. Within ten (10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, BA and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528, and the HITECH Act, including but not limited to 42 U.S.C. Section 17935(c), as determined by CE. BA agrees to implement a process that allows for an accounting to be collected and maintained by BA and its agents or subcontractors for at least six (6) years prior to the request. However, accounting of disclosures from an Electronic Health Record for treatment, payment or health care operations purposes are required to be collected and maintained for only three (3) years prior to the request, and only to the extent that BA maintains an Electronic Health 22 Record and is subject to this requirement. At a minimum, the information collected and maintained shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person; (iii) a brief description of Protected Information disclosed and (iv) a brief statement of purpose of the disclosure that reasonably informs the Individual of the basis for the disclosure, or a copy of the Individuals' authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to BA or its agents or subcontractors, BA shall within five (5) business days of a request forward it to CE in writing. However, it shall be BA's responsibility to prepare and deliver any such accounting requested and to do so in accordance with law. BA shall not disclose any Protected Information except as set forth in Sections 2.b. of this Exhibit "M" [45 C.F.R. Sections 164.504(e)(2)(ii)(G) and 165.528]. Governmental Access to Records. BA shall make its internal practices, books and records relating to the use, disclosure and privacy protection of Protected Information available to CE and to the DHHS Secretary for purposes of determining BA's compliance with the Privacy Rule [45 C F.R. Section 164.504(e)(2)(ii)(H)]. BA shall provide to CE a copy of any Protected Information that BA provides to the DHHS Secretary concurrently with providing such Protected Information to the DHHS Secretary. k. Minimum Necessary. BA and its agents or subcontractors shall request, use and disclose only the minimum amount of Protected Information necessary to accomplish the purpose of the request, use, or disclosure. [42 U.S.C. Section 17935(b); 45 C.F.R. Section 164.514(d)(3)] BA understands and agrees that the definition of "minimum necessary" is in flux and shall keep itself informed of guidance issued by the DHHS Secretary with respect to what constitutes "minimum necessary." I. Data Ownership. BA acknowledges that BA has no ownership rights with respect to the Protected Information. The CE is the owner of all protected information and/or records containing such PHI provided to BA pursuant to the Contract or this Exhibit W." m. Notification of Breach. Unless stricter reporting requirements apply in accordance with federal or state laws or regulations, other provisions of the Contract, or this Exhibit "M", BA shall notify CE within twenty-four (24) hours of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI of which BA becomes aware and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations Unless CE provides BA with written notice within 3 (three) business days that it will undertake such obligations on behalf of BA, BA shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. The parties agree that CE has the sole discretion to determine whether or not it will undertake such obligations on behalf of BA and that, if it does, CE has the right to require BA to pay for any or all costs associated therewith. BA shall provide notice to CE as set forth in paragraph 6. n. Breach Pattern or Practice by Covered Entity. Pursuant to 42 U.S.C. Section 17934(b), if the BA knows of a pattern of activity or practice of the CE that constitutes a material breach or violation of the CE's obligations under the Contract or this Exhibit "M" or other arrangement, the BA must take reasonable steps to cure the breach or end the violation. If the steps are unsuccessful, the BA must terminate the Contract or other 23 arrangement if feasible, or if termination is not feasible, report the problem to the DHHS Secretary. BA shall provide written notice to CE of any pattern of activity or practice of the CE that BA believes constitutes a material breach or violation of the CE's obligations under the Contract or this Exhibit "M" or other arrangement within five (5) business days of discovery and shall meet with CE to discuss and attempt to resolve the problem as one of the reasonable steps to cure the breach or end the violation. BA shall provide notice to CE as set forth in paragraph 6. o. Audits, Inspection and Enforcement. Within ten (10) days of a written request by CE, BA and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, contracts, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Exhibit "M" for the purpose of determining whether BA has complied with this Exhibit; provided, however, that (i) BA and CE shall mutually agree in advance upon the scope, timing and location of such an inspection, (ii) CE shall protect the confidentiality of all confidential and proprietary information of BA to which CE has access during the course of such inspection; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by BA. The fact that CE inspects, or fails to inspect, or has the right to inspect, BA's facilities, systems, books, records agreements, contracts, policies and procedures does not relieve BA of its responsibility to comply with this Exhibit "M", nor does CE's (i) failure to detect or (ii) detection, but failure to notify BA or require BA's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract or this Exhibit "M". BA shall notify CE within ten (10) business days of learning that BA has become the subject of an audit, compliance review, or complaint investigation by the Office for Civil Rights. 3. Termination of Contract a. Material Breach. A breach by BA of any provision of this Exhibit "M", as determined by CE, shall constitute a material breach of the Contract and shall provide grounds for immediate termination of the Contract, any provision in the Contract to the contrary notwithstanding. [45 C.F.R. Section 164.504(e)(2)(iii)J. b. Judicial or Administrative Proceedings. Notwithstanding any provision in the Contract to the contrary, CE may terminate the Contract, effective immediately, if (i) BA is named as a defendant in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that the BA has violated any standard or requirement of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. c. Effect of Termination. Upon termination of the Contract for any reason, BA shall, at the option of CE, return or destroy all Protected Information that BA or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If return or destruction is not feasible, as determined by CE, BA shall continue to extend the protections of Section 2 of this Exhibit "M" to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. [45 C.F.R. Section 164.504(e)(ii)(2(I)j. If CE elects destruction of the PHI, BA shall certify in writing to CE that such PHI has been destroyed. 24 4. Indemnification In addition to any other indemnification and defense obligation under the Contract, BA will indemnify, defend and hold harmless CE and it's respective employees, directors, officers, subcontractors, agents and affiliates from and against all claims, actions, damages, losses, liabilities, fines, penalties, costs or expenses, including without limitation reasonable attorney's fees, suffered by CE from or in connection with any breach of Exhibit "M", or any negligent or wrongful acts or omissions in connection with this Exhibit "M", by BA or its employees, directors, officers, subcontractors or agents. 5. Insurance BA shall maintain insurance with respect to BA's obligations under the Contract and this Exhibit "M" reasonably satisfying to CE and provide from time to time as requested by CE proof of such insurance. 6. Notices Any notice to be given under this Exhibit "M" to CE shall be made via overnight mail or hand delivery at CE's address given below and by providing telephonic notification as specified below Any such notice shall be deemed given when so delivered to or received at the proper address. Notice to CE: a. Privacy Officer— Department of Health and Human Services, 20 N San Pedro Rd, San Rafael, CA 94903. b. Compliance and breach reporting line — (415) 473-6948. Notice to BA: Privacy Officer - City of San Rafael, 1039 C Street, San Rafael, CA 94901 7. Disclaimer CE makes no warranty or representation that compliance by BA with this Exhibit W", HIPAA, the HITECH Act, or the HIPAA Regulations will be adequate or satisfactory for BA's own purposes. BA is solely responsible for all decisions made by BA regarding the safeguarding of PHI. B. Certification To the extent that CE determines that such examination is necessary to comply with CE's legal obligations pursuant to HIPAA relating to certification of its security practices, CE or its authorized agents or contractors, may, at CE's expense, examine BA's facilities, systems. 25 procedures and records as may be necessary for such agents or contractors to certify to CE the extent to which BA's security safeguards comply with HIPAA, the HITECH Act, the HIPAA Regulations or this Exhibit 9. Amendment a. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of the Contract or this Exhibit "M" may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HITECH Act, the Privacy Rule, the Security Rule and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that CE must receive satisfactory written assurance from BA that BA will adequately safeguard all Protected Information Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Exhibit "M" embodying written assurances consistent with the standards and requirements of HIPAA, the HITECH Act, the Privacy Rule, the Security Rule or other applicable laws. CE may terminate the Contract upon thirty (30) days written notice in the event (i) BA does not promptly enter into negotiations to amend the Contract or this Exhibit "M" when requested by CE pursuant to this Section or (ii) BA does not enter not enter into an amendment to the Contract or this Exhibit "M" providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of applicable laws. b. Amendment of Exhibit "M". This Exhibit "M" may be modified or amended at any time without amendment of the Contract, but only by written agreement of the parties. 10. Assistance in Litigation of Administrative Proceedings BA shall make itself, and any subcontractors, employees or agents assisting BA in the performance of its obligations under the Contract, available to CE, at no cost to CE, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of HIPAA, the HITECH Act, the Privacy Rule, the Security Rule, or other laws relating to security and privacy, except where BA or its subcontractor, employee or agent is a named adverse party. 11. No Third -Party Beneficiaries Nothing expressed or implied in the Contract or this Exhibit "M" is intended to confer, nor shall anything herein confer, upon any person other than CE, BA and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 12. Effect on Contract 26 Except as specifically required to implement the purposes of this Exhibit "M", or to the extent inconsistent with this Exhibit "M", all other terms of the Contract shall remain in force and effect. 13. Interpretation The provisions of this Exhibit "M" shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Exhibit "M". This Exhibit 'M" and the Contract shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HITECH Act, the Privacy Rule and the Security Rule. The parties agree that any ambiguity in this Exhibit "M" shall be resolved in favor of a meaning that complies and is consistent with HIPAA, the HITECH Act, the Privacy Rule and the Security Rule. 14. Survival of Provisions Excepting only the provisions regarding BA's use or disclosure of Protected Information for the purpose of performing BA's obligations under the Contract, the terms of this Exhibit "M" shall survive the termination of the Contract so long as PHI obtained or generated during the term of the Contract is retained by BA. 27 EXHIBIT P WHOLE PERSON CARE DATA SHARING AGREEMENT Background A. The County is the Lead Entity for the Whole Person Care ("WPC") program in Marin County as a business associate of the State of California's Department of Health Care Services ("DHCS"). WPC is a multi-year, statewide Medi -Cal waiver program that allows local communities to coordinate physical health, behavioral health, and social services for vulnerable individuals who are high users of multiple health care systems and continue to have poor outcomes. B Partner is a provider of supportive services to individuals enrolled in WPC ("Clients") and/or is deemed by the County to merit partner status for WPC. C The WPC pilot was approved by the Centers for Medicare and Medicaid Services ("CMS") as an amendment to California's Section 1115(a) demonstration ("Medi -Cal 2020"). This Agreement is being executed in part to facilitate the transfer of certain Client data from Partner to DHCS via the County in support of the public health intervention efforts under WPC D Data exchange, to the extent permitted by federal and state laws, is necessary to identify potential enrollees for the WPC pilot project and coordinate access and delivery of services to the identified population. In the exchange of data, the Parties desire to maintain the privacy and security of Protected Information (as defined below) in accordance with applicable laws E. The County is signing separate Data Sharing Agreements ("DSAs") with all Partners who will share Protected Information for the WPC program with each other and/or with the County. All Partners are bound by the terms of the DSA for such sharing of Protected Information related to the WPC program. Based on the foregoing background, County and Partner agree as follows: Purpose and Scope. In providing services for the WPC program, Partner will share Protected Information (as defined below) with the County and/or other Partners in accordance with applicable state and federal laws and regulations for the following purposes: A. Identification of individuals potentially eligible for WPC enrollment (data may include, but is not limited to, demographics, referring entity detail, insurance coverage detail, housing status if known, Medical History relevant to enrollment criteria such as hospital emergency department and inpatient utilization, and known assessments/screenings). B Monitoring of outcome measures and reporting. Data will be reported to the County or its designee for submission to DHCS for relevant services and outcomes. as per 28 DHCS reporting requirements. The WPC team will work with Partner to determine which specific data each Partner will be responsible for reporting to County, depending on services provided and access to data sources. C. The coordination of health and human services, such as sharing of information for collaborative care planning (data may include, but is not limited to, event notifications including hospital emergency department and inpatient admit/discharge information, clinical care summaries, and care plan elements). The Parties will collaborate to define specific mutually agreeable data transmission methods. 2. Definitions. When presented as capitalized terms in this Agreement, the following terms have the meanings indicated below: A. "Authorized User' shall mean a Party's employees, agents, assigns, representatives, or independent contractors authorized to access, use or disclose information from another Party's System. B. "Breach" shall have the meaning given to such term under HIPAA, the HITECH Act, the HIPAA regulations, and the Final Omnibus Rule. C. "Business Associate Agreement" shall have the meaning given to such term under HIPAA, the HITECH Act, the HIPAA regulations, and Final Omnibus Rule D. "Client" shall mean a person who is eligible for, and enrolled in, WPC. E. "Confidentiality Agreement' shall mean an agreement between a Party and one or more Authorized Users that establishes and defines restrictions on information access and disclosure, including means for protecting personal privacy and proprietary information. F. "Confidential Information" means any data, business, financial, operational, customer, member, user, vendor, provider, proprietary, personally identifiable, or other information disclosed by one Party to the other and not generally known by or disclosed to the public. G. "Court System" shall mean any agency that is part of the state or federal criminal judiciary system, including but not limited to the Courts, District Attorney, and Public Defender. H. "Covered Entity" shall have the meaning given to such term under HIPAA, the HITECH Act, the HIPAA regulations, and Final Omnibus Rule. I "HIPAA Rules" means the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and any requirements and regulations promulgated thereunder. 29 "Law Enforcement" shall mean any agency tasked with upholding, enforcing, and investigating the law, including but not limited to police, sheriff, and Federal law enforcement. K. "Lead Entity" means the organization responsible for coordinating and monitoring the WPC pilot and which serves as the single point of contact for the Department of Health Care Services. For the Marin WPC program ("WPC"), the County of Marin is the Lead Entity. L. "Medical History" includes information relating to a patient's past and present physical and mental health events, treatments and problems. M. "Partner(s)"means a Partner to the County in implementing the WPC program who has signed a Data Sharing Agreement with the County, including without limitation hospitals, managed health care plans, health services, specialty mental health agencies or departments, public agencies or departments, substance use disorder programs, human services agencies, housing authorities, public health departments, and community-based organizations N "Pll" shall mean that "Personally Identifiable Information which can be used to distinguish or trace an individual's identity, including without limitation the individual's name, social security number, or biometric records O. "PHI" shall mean "protected health information" as defined in 45 C.F.R. § 160.103 P. "Proprietary Information" shall mean all materials, information and ideas of a Party including, without limitation: patient names, patient lists, patient records, patient information, operation methods and information, accounting and financial information, marketing and pricing information and materials, internal publications and memoranda and, if notice thereof is given, other matters considered confidential by a Party. Proprietary Information shall not include information which: (i) is readily available or can be readily ascertained through public sources, (ii) a Party has previously received from another entity unrelated to this Agreement, (iii) would cause a Party to be in violation of the law; (iv) negatively impacts Party's licensure, accreditation or participation in any federally or state funded healthcare program, including without limitation the Medicare and Medicaid programs; or (v) is information received by a Party that is used in compliance with Section 3(A) below and integrated into the records of the receiving Party. Q "Protected Information" shall mean PII, PHI and Proprietary Information. R "Substance Use Disorder" means a cluster of cognitive, behavioral, and physiological symptoms indicating that the individual continues using the substance despite significant substance -related problems such as impaired control, social impairment, risky use, and pharmacological tolerance and withdrawal. For the purposes of this Agreement, this definition does not include tobacco or caffeine use. 30 S. "System" shall mean software, portal, platform, or other electronic medium controlled or utilized by a Party through which or by which the Party exchanges Protected Information under this Agreement. For purposes of this definition, it shall not matter whether the Party controls or utilizes the software, portal, platform or other medium through ownership, lease, license, or otherwise. 3. Compliance with Laws Governing the Disclosure of Client Protected Information. A. The use or disclosure of Client information qualifying as PHI shall be made in accordance with the HIPAA Rules. B. PHI shared under this Agreement shall be the minimally necessary PHI needed for treatment, coordination of care, and/or other health care operations under the WPC program. C. Any Client Protected Information that constitutes "medical information," as defined under the California Confidentiality of Medical Information Act ("CMIA"), shall be disclosed only in accordance with the requirements of all applicable laws and regulations, including CMIA. D. If the disclosure of Client Protected Information would include information and records obtained in the course of providing mental health services from a facility subject to the additional privacy protections under the Lanterman-Petris-Short Act ("Lanterman Act") or if it would be information originating from a federally assisted Substance Use Disorder program subject to the additional privacy protections provided by 42 C.F.R. Part 2 that identifies a patient as having or having had a substance use disorder ("SUD"), the Party making the disclosure will obtain the appropriate authorization(s) or consent(s) required by the Lanterman Act and/or 42 C.F.R. Part 2 from the Client prior to making the disclosure, and will provide the prohibition of redisclosure statement required under 42 CFR Part 2 regulations. E Any Client Protected Information that includes HIV results shall be disclosed in accordance with the requirements of all applicable laws and regulations, including Health and Safety ("H&S") Code 121065. F. Each Party is responsible for its own compliance obligations under the HIPAA Rules, CMIA, the Lanterman Act, and 42 C.F.R. Part 2, including any redisclosure restrictions G Some of the information collected, stored, and/or exchanged for the WPC Program, may have been disclosed by a social services program, and may therefore be subject to other Welfare & Institutions Code Civil Code and/or H&S Code provisions. H. The Parties shall not use or disclose Client Protected Information other than as permitted or required by this Agreement, in accordance with a Client's executed authorization for release of information, or otherwise permitted or required under state and/or federal regulation. 3, The Parties intend and in good faith believe that this Agreement complies with all federal, state and local laws. If any provision of this Agreement is declared void by a court or binding arbitration, or rendered invalid by any law or regulation (including without limitation any regulation or requirement of accreditation, tax -exemption, federally funded health care program participation or licensure which (i) invalidates the provisions of this Agreement; (ii) would cause a Party to be in violation of the law; or (iii) jeopardizes the Party's licensure, accreditation or participation in any federally or state funded health care program, including without limitation Medicare and Medicaid programs), and if such provision is necessary to effectuate the purposes of this Agreement, the Parties agree to attempt to renegotiate in good faith the Agreement to comply with such law(s) to the satisfaction of all Parties. In the event the Parties are not able to mutually agree to a new agreement within 60 days, then this Agreement shall automatically terminate. If any provision of this Agreement that is not necessary to effectuate the purposes of the Agreement is declared void or rendered invalid as specified above, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law Each Party whether providing, receiving, or using Protected Information shall comply with the following - (1) Establish and implement appropriate policies and procedures to prevent unauthorized access, use, and disclosure of Protected Information and ensure that such policies and procedures do not conflict with and are not less restrictive than this Agreement. (2) Regularly monitor and audit access to Protected Information and take prompt corrective action to remedy any Breach of Protected Information, mitigate to the extent practicable any harmful effect of a use or disclosure of Protected Information, and take any other action required by applicable federal and state laws and regulations pertaining to such Breach. (3) Notify the affected Party and the County within 48 hours of the discovery of unsecured Protected Information in electronic or other media related to a known or suspected compromise/breach of the System if: (1) the Protected Information was, or is reasonably believed to have been accessed or acquired by an unauthorized person, (2) there is any suspected security incident, intrusion or unauthorized access, (3) there is suspected use or disclosure of Protected Information in violation of this Agreement, or (4) there is potential loss of confidential data affecting this Agreement. The Parties shall take all reasonable steps to mitigate the Breach. For purposes of this paragraph, "affected Party" shall include any Party regarding which there is a reasonable possibility that the Party's System or data thereon could be negatively impacted by the Breach. The Parties acknowledge and agree that this Section constitutes notice by Partner to County of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents for which no additional notice to County shall be required. "Unsuccessful Security Incidents" shall include, but not be limited to, pings and other broadcast attacks on Partner's firewall, port scans, unsuccessful log -on attempts, denials of service, or any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Protected Information. 32 (4) Provide all Authorized Users with appropriate education and training on the requirements of this Agreement. (5) Provide, upon request, copies or detailed summaries of its privacy and security policies and procedures to the requesting Party and, upon reasonable request by another Party, demonstrate compliance with its policies and procedures. K The provisions of Section J(3) shall survive termination of this Agreement 4. Additional Protections for Data Sharing with the Criminal Justice System A Data Sharing with Law Enforcement Cl) Non -law enforcement Partners are not authorized to share Client data with law enforcement partners absent explicit Client authorization, except under the following conditions and in accordance with Section 3 above: 1. Partners may share the name and contact information of a Client's case manager if doing so would likely improve Client's health or well-being. 2. Partners may share minimal data necessary to help protect the safety of a Client. Such disclosure is limited to the absolute minimum information needed to safeguard the Client's health or well-being. (For example, a case manager may tell local police that their Client has a particular reaction to loud noises, but may not disclose the circumstances that led to the reaction.) 3. Partners may share the following housing -related information if doing so would likely improve Client's health or well-being: VI- SPDAT total score, whether client has stable housing, and whether client has been selected for a voucher. 4. Partners may share data with designated outreach or behavioral health employees of law enforcement partners as if they were non -law enforcement partners. Employees must be designated by agreement of both law enforcement Partner and County. This exception shall not apply to any sworn officer and shall not authorize any redisclosure of data to non-social services or behavioral health employees. Employees found to violate the redisclosure clause will lose their designated status. 5. As required by law. (2) Law Enforcement partners are authorized to share client data with non - law enforcement partners under the terms of a Client Release of Information. B. Data Sharing with the Court System (1) Non -court system partners are not authorized to share client data with court system partners, absent explicit client authorization, except under the following conditions and in accordance with Section 3 above 33 1. Partners may share the name and contact information of a client's case manager if doing so would likely assist in favorable resolution of the Client's case. 2. Partners may share the following housing -related information if doing so would likely assist in favorable resolution of the Client's case: VI-SPDAT total score, whether client has stable housing, and whether client has been selected for a voucher. (Such information may, for instance, be used to impact a client's sentence.) 3. As required by law. (2) Court system Partners are authorized to share Client data with non -court system Partners under the terms of a Client Release of Information, so long as doing so would be likely improve Client's health or well-being or promote the favorable resolution of Client's case. Only the absolute minimum amount of information necessary to achieve these goals may be shared. . Confidential Information. A. Each Party shall maintain the other Party's Confidential Information in confidence and will protect, at its own expense, any and all such Confidential Information which it comes to possess or control, wherever and however stored or maintained, in a commercially reasonable manner in accordance with current best practices. The safeguards employed by each Party in protecting the other's Confidential Information shall be consistent with the safeguards for protection of Confidential Information, and information of a similar character, as set forth in all applicable laws and regulations and shall include, but not be limited to, the following: (1) A security policy for employees related to the storage, access and transportation of data containing Confidential Information; (2) Reasonable restrictions on access to records containing Confidential Information; (3) Creating secure access controls to Confidential Information, including but not limited to passwords; and (4) A process for reviewing policies and security measures on an ongoing basis. B. If a Party suffers any unauthorized disclosure, loss of, or inability to account for the Confidential Information of the other Party, then the compromised Party shall immediately notify the other Party and shall, at its own expense, take such actions as may be necessary or reasonably requested by the other Party to minimize the damage that may result therefrom. C. Except as provided in this Agreement, a Party shall not use or disclose (or allow the use or disclosure of) any Confidential Information of the other Party without the express prior written consent of such Party. If a Party is legally required to disclose the Confidential Information of the other Party, the Party required to disclose will, 34 as soon as reasonably practicable, provide the other Party with written notice of the applicable order, subpoena, or other request creating the obligation to disclose so that such other Party may seek a protective order or other appropriate remedy. Regardless, the express prior written consent of the other Party, the Party subject to such disclosure obligation will only disclose that Confidential Information which the Party is advised by legal counsel as legally required to be disclosed. 6. Term and Termination. A. Term. This Agreement shall be effective from the Effective Date until this Agreement is terminated by either Party or December 31, 2021, whichever is earlier. Either Party may only terminate this Agreement for any reason if that Party is no longer sharing Protected Information for the County's WPC program. Termination shall be achieved by providing the other Party with sixty (60) days prior written notice. B Temporary Termination of Access to Protected Information. Each Party reserves the right to temporarily and immediately terminate another Party's access to Protected Information at any time if the Party becomes aware that another Party has suffered a Breach of the security of its System or has violated any of the terms of this Agreement, including without limitation accessing any information that a Party would not otherwise be authorized to receive pursuant to this Agreement, improperly disclosing Protected Information, or otherwise failing to abide by the appropriate policies and procedures outlined in this Agreement. Access may be restored once the Breach is cured and/or adequate assurances have been provided that the breaching Party has resumed compliance with the terms of this Agreement. C Effect of Termination. Upon termination or expiration of this Agreement, the Parties shall return or destroy all Protected Information received from any other Party in any form, and retain no copies, if feasible. However, Parties acknowledge that return or destruction of Protected Information may not always be immediately feasible. In such a situation, the Parties shall take all necessary measures to maintain the privacy, confidentiality, and security of Protected Information until the Protected Information can be returned or destroyed. The provisions of this section shall survive expiration or termination of this Agreement 7. Warranties. A The Parties hereby disclaim all implied and express warranties regarding their respective Systems, whether arising from course of dealing or otherwise. No Party warrants that (i) the performance of a System or delivery of the Protected Information or (ii) the content of the Protected Information will be uninterrupted or error free. B. Without limiting any other provision of this Agreement, each Party and such Party's Authorized Users shall be solely responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality management for their respective patients and clients. 35 Insurance. Each Party must obtain at its own cost and expense, and keep in force and effect during the term of this Agreement, policies of insurance or programs of self- insurance with coverage amounts appropriate for the size and nature of each Party's activities pertaining to WPC, and in compliance with applicable laws and government program requirements. Representatives. All communications pertaining to this Agreement shall be referred to the following representatives: Partner: County: Diana Bishop Ken Shapiro City of San Rafael Dept. of Health and Human Services__ San Rafael, CA 94901 1177 E. Francisco Blvd. (415) 485-3470 Novato, CA 94949 (415) 473-6873 - 10. Binding on Successors. This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the Parties 11 Independent Contractor. At all times during the term of this Agreement, Partner shall be an independent contractor and no relationship of employer-employee shall exist between the County and Partner for any purpose whatsoever. Partner shall not be entitled to any benefits payable to employees of the County. 12, Subcontractors. Partner shall require any of its subcontractors that acquire, access, disclose, or use Protected Information to comply with the terms and conditions of this Agreement. 13. Partner Not Agent. Except as specified in writing, either Party's personnel shall have no authority, express or implied, to act on behalf of the other Party in any capacity whatsoever as an agent or to bind the other Party to any obligation whatsoever. 14. Entire Agreement. This Agreement, which includes all attachments and all documents that are incorporated by reference, contains the entire agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by Partner and by County. 15. Indemnification. Partner agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs, attorney's fees, and state or federal fines or penalties arising from any and all claims and losses to anyone who may be injured or damaged by reason of Partner's negligence, recklessness or willful misconduct in the performance of this Agreement. 16. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of Of or connected with this Agreement shall lie in Marin County, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 17. Waiver. No waiver by either party of any specific default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver shall be effective unless it is in writing and signed by the waiving Party. 18 Authority. The individuals signing this Agreement for the Parties represent and warrant that they are authorized to sign this Agreement on behalf of the Parties and to bind the Parties to the performance of their obligations hereunder. 37 July 1, 2019 Ken Shapiro Director, Whole Person Care I Marin County HHS 411 Fourth Street San Rafael, CA 94901 RE: City of San Rafael Self -Insurance Dear Mr. Shapiro: Office of the City Attorney Robert F Epstein, City Attorney Lisa A Golditen, Assistant City Attorney Phone (415) 485-3080 Fax: (415) 485-3109 Email city attorney@eityofsanrafael org The City of San Rafael, as permitted under State law, is self-insured for general liability for the first $500,000. Accordingly, the City does not have a commercially issued general liability insurance policy. Additionally, the City participates in a public entity excess liability pool for additional liability coverage of $39,500,000 in excess of $500,000. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's excess coverage under a Memorandum of Coverage. Because it is a local governmental agency existing in the State of California and because it is entitled to self -insure under the Government Code, the City assumes that this letter will satisfy the insurance requirements of the Agreement between Marin County Health & Human Services and the City of San Rafael in connection with the Whole Person Care agreement. Please call the City Attorney's Office at 485-3080 should you have any questions regarding insurance. Very truly yours, Law4.,-, LISA A. GOLDFIE:N Assistant City Attorney CITY OF SAN RAFAEL 400 FIFTH AVENUE. SAN RAFAEL,CALIFORNIA.1 CITYOFSANRAFAEL.ORG Gary 0 Phillips. Mayor • Andrew Cuyudan McCullough. Vice Mayor • Maribeth Bushey. Councllmember • Kate Colin, Councilmember • John Gamblin, Couneirmember