HomeMy WebLinkAboutPD Whole Person Care (WPC) Outreach ServicesII
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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
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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.
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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
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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
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COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified)
County Counsel:
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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