10-0701_ORANGE, COUNTY OF_Agreement1
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AGREEMENT FOR PROVISION OF
POINT OF DISPENSING SITE EQUIPMENT SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SAN JUAN CAPISTRANO
JULY 1, 2010 THROUGH JUNE 30, 2015
THIS AGREEMENT entered into this 1 st day of July, 2010, which date is enumerated for purposes
of reference only, is by and between the COUNTY OF ORANGE (COUNTY) and
CITY OF SAN JUAN CAPISTRANO, a California local government agency (CONTRACTOR). This
Agreement shall be administered by the County of Orange Health Care Agency (ADMINISTRATOR).
WITNESSETH:
WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of
Point of Dispensing Site Equipment Services described herein to the residents of Orange County; and
WHEREAS, CONTRACTOR is agreeable to the rendering of such services on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
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CONTENTS
PARAGRAPH PAGE
TitlePage..................................................................................................................................... 1
Contents....................................................................................................................................... 2
ReferencedContract Provisions.................................................................................................. 3
I. Alteration of Terms..................................................................................................................... 4
II. Compliance.................................................................................................................................. 4
III. Confidentiality ............................................................................................................................. 7
IV. Delegation, Assignment and Subcontracts................................................................................. 7
V. Employee Eligibility Verification............................................................................................... 8
VI. Expenditure and Revenue Report............................................................................................... 8
VII. Facilities, Payments and Services............................................................................................... 8
VIII. Indemnification and Insurance.................................................................................................... 8
IX. Inspections and Audits................................................................................................................10
X. Licenses and Laws.......................................................................................................................1 l
XI. Literature......................................................................................................................................11
XII. Maximum Obligation..................................................................................................................12
XIII. Nondiscrimination.......................................................................................................................12
XIV. Notices.........................................................................................................................................13
XV. Records Management and Maintenance.....................................................................................13
XVI. Severability ..................................................................................................................................14
XVII. Status of Contractor.....................................................................................................................14
XVIII. Term.............................................................................................................................................15
XIX. Termination.................................................................................................................................15
XX. Third Party Beneficiary...............................................................................................................16
XXI. Waiver of Default or Breach.......................................................................................................16
SignaturePage............................................................................................................................17
EXHIBIT A
I. Definitions................................................................................................................................... 1
II. Services .................................................................................................................................... 1
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REFERENCED CONTRACT PROVISIONS
Term: July 1, 2010 through June 30, 2015
Total Aggregate Maximum Obligation $0
Notices to COUNTY and CONTRACTOR:
COUNTY: County of Orange
Health Care Agency
Contract Development and Management
405 West 5th Street, Suite 600
Santa Ana, CA 927014637
County of Orange
Health Care Agency
Program Manager
Health Disaster Management Division
405 West 5th Street, Suite 310
Santa Ana, CA 92701
CONTRACTOR: City of San Juan Capistrano
Mike Cantor
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
CONTRACTOR's Insurance Coverages:
Coverage
Comprehensive General Liability with
broad form Property damage and
contractual liability
Automobile Liability, including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employer's Liability Insurance
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Minimum Limits
$1,000,000 combined single limit
per occurrence
$2,000,000 aggregate
$1,000,000 combined single limit
per occurrence
Statutory
$1,000,000 per occurrence
CSJ04-MAP0D03MQIX 15
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I. ALTERATION OF TERMS
This Agreement, together with Exhibit A, attached hereto and incorporated herein by reference, fully
expresses all understanding of COUNTY and CONTRACTOR with respect to the subject matter of this
Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition
to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in
writing and formally approved and executed by both parties.
H. COMPLIANCE
A. COMPLIANCE PROGRAM - ADMINISTRATOR has established a Compliance Program for
the purpose of ensuring adherence to all rules and regulations related to federal and state health care
programs.
1. ADMINISTRATOR shall ensure that CONTRACTOR is made aware of the relevant
policies and procedures relating to ADMINISTRATOR's Compliance Program.
2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and
members of Board of Directors or duly authorized agents, if appropriate, ("Covered Individuals")
relative to this Agreement are made aware of ADMINISTRATOR's Compliance Program and related
policies and procedures.
3. CONTRACTOR has the option to adhere to ADMINISTRATOR's Compliance Program or
establish its own.
4. If CONTRACTOR elects to have its own Compliance Program then it shall submit a copy
of its Compliance Program and relevant policies and procedures to ADMINISTRATOR within thirty
(30) calendar days of award of this Agreement.
5. ADMINISTRATOR's Compliance Officer shall determine if CONTRACTOR's
Compliance Program is accepted. CONTRACTOR shall take necessary action to meet said standards or
shall be asked to acknowledge and agree to the ADMINISTRATOR's Compliance Program.
6. Upon approval of CONTRACTOR's Compliance Program by ADMINISTRATOR's
Compliance Officer, CONTRACTOR shall ensure that its employees, subcontractors, interns,
volunteers, and members of Board of Directors or duly authorized agents, if appropriate, ("Covered
Individuals") relative to this Agreement are made aware of CONTRACTOR's Compliance Program and
related policies and procedures.
7. Failure of CONTRACTOR to submit its Compliance Program and relevant policies and
procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty
(60) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of
this Agreement as to the non -complying party.
B. CODE OF CONDUCT - ADMINISTRATOR has developed a Code of Conduct for adherence
by ADMINISTRATOR's employees and contract providers.
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1. ADMINISTRATOR shall ensure that CONTRACTOR is made aware of
ADMINISTRATOR's Code -of Conduct.
2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and
members of Board of Directors or duly authorized agents, if appropriate, ("Covered Individuals")
relative to this Agreement are made aware of ADMINISTRATOR's Code of Conduct.
3. CONTRACTOR has the option to adhere to ADMINISTRATOR's Code of Conduct or
establish its own.
4. If CONTRACTOR elects to have its own Code of Conduct, then it shall submit a copy of its
Code of Conduct to ADMINISTRATOR within thirty (30) calendar days of award of this Agreement.
5. ADMINISTRATOR's Compliance Officer shall determine if CONTRACTOR's Code of
Conduct is accepted. CONTRACTOR shall take necessary action to meet said standards or shall be
asked to acknowledge and agree to the ADMINISTRATOR's Code of Conduct.
6. Upon approval of CONTRACTOR's Code of Conduct by ADMINISTRATOR,
CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and members of
Board of Directors or duly authorized agents, if appropriate, ("Covered Individuals") relative to this
Agreement are made aware of CONTRACTOR's Code of Conduct.
7. If CONTRACTOR elects to adhere to ADMINISTRATOR's Code of Conduct then
CONTRACTOR shall submit to ADMINISTRATOR a signed acknowledgement and agreement that
CONTRACTOR shall comply with ADMINISTRATOR's Code of Conduct.
8. Failure of CONTRACTOR to timely submit the acknowledgement of
ADMINISTRATOR's Code of Conduct shall constitute a material breach of this Agreement, and failure
to cure such breach within sixty (60) calendar days of such notice from ADMINISTRATOR shall
constitute grounds for termination of this Agreement as to the non -complying party.
C. COVERED INDIVIDUALS - CONTRACTOR shall screen all Covered Individuals employed
or retained to provide services related to this Agreement to ensure that they are not designated as
"Ineligible Persons," as defined hereunder. Screening shall be conducted against the General Services
Administration's List of Parties Excluded from Federal Programs and the Health and Human
Services/Office of Inspector General List of Excluded Individuals/Entities.
1. Ineligible Person shall be any individual or entity who:
a. is currently excluded, suspended, debarred or otherwise ineligible to participate in the
federal health care programs; or
b. has been convicted of a criminal offense related to the provision of health care items or
services and has not been reinstated in the federal health care programs after a period of exclusion,
suspension, debarment, or ineligibility.
2. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.
CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this
Agreement.
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3. CONTRACTOR shall screen all current Covered Individuals and subcontractors to ensure
that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors
use their best efforts to verify that they are eligible to participate in all federal and State of California
health programs and have not been excluded or debarred from participation in any federal or state health
care programs, and to further represent to CONTRACTOR that they do not have any Ineligible Person in
their employ or under contract.
4. Covered Individuals shall be required to disclose to CONTRACTOR immediately any
debarment, exclusion or other event that makes the Covered Individual an Ineligible Person.
CONTRACTOR shall notify ADMINISTRATOR immediately upon such disclosure.
5. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal
and state funded health care services by contract with COUNTY in the event that they are currently
sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If
CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person,
CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY
business operations related to this Agreement.
6. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or
entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened.
Such individual or entity shall be immediately removed from participating in any activity associated
with this AGREEMENT. ADMINISTRATOR will determine if any repayment is necessary from
CONTRACTOR for services provided by ineligible person or individual.
D. REIMBURSEMENT STANDARDS
1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care
claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner
and are consistent with federal, state and county laws and regulations.
2. CONTRACTOR shall submit no false, fraudulent, inaccurate or fictitious claims for
payment or reimbursement of any kind.
3. CONTRACTOR shall bill only for those eligible services actually rendered which are also
fully documented. When such services are coded, CONTRACTOR shall use accurate billing codes to
accurately describe the services provided and to ensure compliance with all billing and documentation
requirements.
4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in
coding of claims and billing, if and when, any such problems or errors are identified.
E. COMPLIANCE TRAINING - ADMINISTRATOR shall make General Compliance Training
and Provider Compliance Training, where appropriate, available to Covered Individuals.
1. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals;
provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated
representative to complete all Compliance Trainings when offered.
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2. Such training will be made available to Covered Individuals within thirty (30) calendar days
of employment or engagement.
3. Such training will be made available to each Covered Individual annually.
4. Each Covered Individual attending training shall certify, in writing, attendance at
compliance training. CONTRACTOR shall retain the certifications. Upon written request by
ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.
III. CONFIDENTIALITY
A CONTRACTOR shall maintain the confidentiality of all records, including billings and any
audio and/or video recordings, in accordance with all applicable federal, state and county codes and
regulations, as they now exist or may hereafter be amended or changed.
B. Prior to providing any services pursuant to this Agreement, all CONTRACTOR members of the
Board of Directors or its designee or authorized agent, employees, consultants, subcontractors,
volunteers and interns shall agree, in writing, with CONTRACTOR to maintain the confidentiality of
any and all information and records which may be obtained in the course of providing such services.
The agreement shall specify that it is effective irrespective of all subsequent resignations or terminations
of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees,
consultants, subcontractors, volunteers and interns.
IV. DELEGATION, ASSIGNMENT AND SUBCONTRACTS
A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without
prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR
pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are
approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as
they relate to the service or activity under subcontract, and include any provisions that
ADMINISTRATOR may require. No subcontract shall terminate or alter the responsibilities of
CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights
hereunder, either in whole or in part, without the prior written consent of COUNTY.
B. For CONTRACTORS which are nonprofit corporations, any change from a nonprofit
corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty
percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall
be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in
derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise
due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph.
C. For CONTRACTORS which are for-profit organizations, any change in the business structure,
including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of
CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a
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change in fifty percent (50%) or more of CONTRACTOR's directors at one time shall be deemed an
assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this
paragraph shall be void.
V. EMPLOYEE ELIGIBILITY VERIFICATION
CONTRACTOR warrants that it shall fully comply with all federal and state statutes and regulations
regarding the employment of aliens and others and to ensure that employees, subcontractors and
consultants performing work under this Agreement meet the citizenship or alien status requirement set
forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees,
subcontractors and consultants performing work hereunder, all verification and other documentation of
employment eligibility status required by federal or state statutes and regulations including, but not
limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently
exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all
covered employees, subcontractors and consultants for the period prescribed by the law.
VI. EXPENDITURE AND REVENUE REPORT
A. No later than sixty (60) calendar days following termination of this Agreement,
CONTRACTOR shall submit to ADMINISTRATOR, for informational purposes only, an Expenditure
and Revenue Report for the preceding fiscal year, or portion thereof. Such report shall be prepared in
accordance with the procedure that is provided by ADMINISTRATOR and generally accepted
accounting principles.
B. CONTRACTOR may be required to submit periodic Expenditure -Revenue Reports throughout
the term of the Agreement.
VII. FACILITIES. PAYMENTS AND SERVICES
CONTRACTOR agrees to provide the services, staffing, facilities, any equipment and supplies, and
reports in accordance with Exhibit A, to this Agreement. COUNTY shall compensate, and authorize,
when applicable, said services. CONTRACTOR shall operate continuously throughout the term of this
Agreement with at least the minimum number and type of staff which meet applicable federal and state
requirements, and which are necessary for the provision of the services hereunder.
VIII. INDEMNIFICATION AND INSURANCE
A. CONTRACTOR agrees to indemnify, defend and hold COUNTY, its elected and appointed
officials, officers, employees, agents and those special districts and agencies for which COUNTY's
Board of Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any
claims, demands, including defense costs, or liability of any kind or nature, including but not limited to
personal injury or property damage, arising from or related to the services, products or other
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performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against
CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active
negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that
liability will be apportioned as determined by the court. Neither party shall request a jury
apportionment.
B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees,
agents, directors, members, shareholders and/or affiliates harmless from any claims, demands, including
defense costs, or liability of any kind or nature, including but not limited to personal injury or property
damage, arising from or related to the services, products or other performance provided by COUNTY
pursuant to this Agreement. If judgment is entered against COUNTY and CONTRACTOR by a court of
competent jurisdiction because of the concurrent active negligence of CONTRACTOR, COUNTY and
CONTRACTOR agree that liability will be apportioned as determined by the court. Neither party shall
request a jury apportionment.
C. Each party agrees to provide the indemnifying party with written notification of any claim
related to services provided by either party pursuant to this Agreement within thirty (30) calendar days
of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation,
each party shall cooperate with the indemnifying party in its defense.
D. Without limiting CONTRACTOR's indemnification, CONTRACTOR warrants that it is self-
insured or shall maintain in force at all times during the term of this Agreement, the policy or policies of
insurance covering its operations placed with reputable insurance companies in amounts as specified on
Page 3 of this Agreement. Upon request by ADMINISTRATOR, CONTRACTOR shall provide
evidence of such insurance.
E. All insurance policies except Workers' Compensation and Employer's Liability, shall contain
the following clauses:
1. "The County of Orange is included as an additional insured with respect to the operations of
the named insured performed under contract with the County of Orange."
2. "It is agreed that any insurance maintained by the County of Orange shall apply in excess
of, and not contribute with, insurance provided by this policy."
3. "This insurance shall not be cancelled, limited or non -renewed until after thirty (30)
calendar days written notice has been given to Orange County HCA/ Contract Development and
Management, 405 West 5th Street, Suite 600, Santa Ana, CA 92701-4637."
F. Certificates of Insurance and endorsements evidencing the above coverages and clauses shall be
mailed to COUNTY as referenced on Page 3 of this Agreement.
G. COUNTY warrants that it is self-insured or maintains policies of insurance placed with
reputable insurance companies licensed to do business in the State of California which insures the perils
of bodily injury, medical, professional liability, and property damage. Upon request by
CONTRACTOR, COUNTY shall provide evidence of such insurance.
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IX. INSPECTIONS AND AUDITS
A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative
of the State of California, the Secretary of the United States Department of Health and Human Services,
the Comptroller General of the United States, or any other of their authorized representatives, shall have
access to any books, documents, and records, including but not limited to, medical and client records, of
CONTRACTOR that are directly pertinent to this Agreement, for the purpose of responding to a
beneficiary complaint or conducting an audit, review, evaluation, or examination, or making transcripts
during the periods of retention set forth in the Records Management and Maintenance paragraph of this
Agreement. Such persons may at all reasonable times inspect or otherwise evaluate the services
provided pursuant to this Agreement, and the premises in which they are provided.
B. CONTRACTOR shall actively participate and cooperate with any person specified in
subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this
Agreement, and shall provide the above—mentioned persons adequate office space to conduct such
evaluation or monitoring.
C. AUDIT RESPONSE
1. Following an audit report, in the event of non—compliance with applicable laws and
regulations governing funds provided through this Agreement, COUNTY may terminate this Agreement
as provided for in the Termination paragraph or direct CONTRACTOR to immediately implement
appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in
writing within thirty (30) calendar days after receiving notice from ADMINISTRATOR.
2. If the audit reveals that money is payable from one party to the other, that is, reimbursement
by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said
funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of
the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement
is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies
provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the
reimbursement due COUNTY.
D. CONTRACTOR shall employ a licensed certified public accountant, who will prepare an
annual Single Audit as required by Office of Management and Budget (OMB) 133. CONTRACTOR
shall forward the Single Audit to ADMINISTRATOR within fourteen (14) calendar days of receipt.
E. CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within
fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management,
financial, programmatic or any other type of audit of CONTRACTOR's operations, whether or not the
cost of such operation or audit is reimbursed in whole or in part through this Agreement.
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X. LICENSES AND LAWS
A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term
of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers and
exemptions necessary for the provision of the services hereunder and required by the laws and
regulations of the United States, State of California, COUNTY, and any other applicable governmental
agencies.
B. CONTRACTOR shall comply with all laws, rules or regulations applicable to the services
provided hereunder, as any may now exist or be hereafter changed. These laws, rules and regulations
shall include, but not be limited to, the following:
1. OMB Circular No. A-87, Cost Principles for State and Local Governments.
2. Federal Single Audit Act of 1984 (31 U.S.C.A. 7501.70).
3. OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations.
C. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS
1. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (30) calendar days
of the award of this Agreement:
a. In the case of an individual contractor, his/her name, date of birth, social security
number, and residence address;
b. In the case of a contractor doing business in a form other than as an individual, the
name, date of birth, social security number, and residence address of each individual who owns an
interest of ten percent (10%) or more in the contracting entity;
c. A certification that CONTRACTOR has fully complied with all applicable federal and
state reporting requirements regarding its employees;
d. A certification that CONTRACTOR has fully complied with all lawfully served Wage
and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply.
2. Failure of CONTRACTOR to timely submit the data and/or certifications required by
subparagraphs l.a., l.b., l.c., or l.d. above, or to comply with all federal and state employee reporting
requirements for child support enforcement, or to comply with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignment, shall constitute a material breach of this Agreement; and
failure to cure such breach within sixty (60) calendar days of notice from COUNTY shall constitute
grounds for termination of this Agreement.
3. It is expressly understood that this data will be transmitted to governmental agencies
charged with the establishment and enforcement of child support orders, or as permitted by federal
and/or state statute.
XI. LITERATURE
Any literature, including educational and promotional materials, distributed by CONTRACTOR for
purposes directly related to this Agreement shall indicate that CONTRACTOR's services are supported
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by federal, state and county funds, as appropriate. For the purposes of this Agreement, distribution of
such literature shall include written materials as well as electronic media such as the Internet.
XII. MAXIMUM OBLIGATION
The Aggregate Maximum Obligation of COUNTY for services provided in accordance with all
agreements for POD Site Exercise Services is as specified on Page 3 of this Agreement. This specific
Agreement with CONTRACTOR is only one of several agreements to which this Aggregate Maximum
Obligation applies. It therefore is understood by the parties that reimbursement to CONTRACTOR will
be only a fraction of this Aggregate Maximum Obligation.
XIII. NONDISCRIMINATION
A. EMPLOYMENT
1. During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment because of his/her ethnic group
identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age (40 and over),
sexual orientation, medical condition, or physical or mental disability. CONTRACTOR shall wan -ant
that the evaluation and treatment of employees and applicants for employment are free from
discrimination in the areas of employment, promotion, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training,
including apprenticeship. There shall be posted in conspicuous places, available to employees and
applicants for employment, notices from ADMINISTRATOR and/or the United States Equal
Employment Opportunity Commission setting forth the provisions of the Equal Opportunity clause.
2. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR
shall state that all qualified applicants will receive consideration for employment without regard to
ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age
(40 and over), sexual orientation, medical condition, or physical or mental disability. Such requirement
shall be deemed fulfilled by use of the phrase "an equal opportunity employer."
3. In the event of non-compliance with this paragraph or as otherwise provided by federal and
state law, this Agreement may be terminated or suspended in whole or in part and CONTRACTOR may
be declared ineligible for further contracts involving federal or state funds.
B. SERVICES, BENEFITS, AND FACILITIES - CONTRACTOR shall not discriminate in the
provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of
ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age
(40 and over), sexual orientation, medical condition, or physical or mental disability pursuant to all
applicable federal and state laws and regulations, as all may now exist or be hereafter amended or
changed.
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C. PERSONS WITH DISABILITIES — CONTRACTOR agrees to comply with the provisions of
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.A. 794 et seq., as implemented in 45 CFR 84.1
et seq.), and the Americans with Disabilities Act of 1990 (42 U.S.C.A. 12101 et seq.), pertaining to the
prohibition of discrimination against qualified persons with disabilities in all programs or activities, as
they exist now or may be hereafter amended together with succeeding legislation.
D. RETALIATION - Neither CONTRACTOR, nor its employees or agents shall intimidate,
coerce, or take adverse action against any person for the purpose of interfering with rights secured by
federal or state laws, or because such person has filed a complaint, certified, assisted, or otherwise
participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights
secured by federal or state law.
XIV. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
authorized or required by this Agreement shall be effective:
1. When written and deposited in the United States mail, first class postage prepaid and
addressed as specified on Page 3 of this Agreement or as otherwise directed by ADMINISTRATOR;
2. When faxed, transmission confirmed;
3. When sent by electronic mail; or
4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or as
otherwise directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or
when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other
expedited delivery service.
C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty-four (24) hours of
becoming aware of any occurrence of a serious nature, which may expose COUNTY to liability. Such
occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or
damage to any COUNTY property in possession of CONTRACTOR.
D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by
ADMINISTRATOR.
XV. RECORDS MANAGEMENT AND MAINTENANCE
A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term
of this Agreement, prepare, maintain and manage records appropriate to the services provided and in
accordance with this Agreement and all applicable requirements.
B. CONTRACTOR shall implement and maintain administrative, technical and physical
safeguards to ensure the privacy of protected health information (PHI) and prevent the intentional or
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unintentional use or disclosure of PHI in violation of the Health Insurance Portability and Accountability
Act of 1996 (HIPAA), federal and state regulations and/or COUNTY HIPAA Policies (see COUNTY
HIPAA P&P 1-2). CONTRACTOR shall mitigate to the extent practicable, the known harmful effect of
any use or disclosure of protected health information made in violation of federal or state regulations
and/or COUNTY policies.
C. CONTRACTOR's patient records shall be maintained in a secure manner. CONTRACTOR
shall maintain patient records and must establish and implement written record management procedures.
D. CONTRACTOR shall ensure appropriate financial records related to cost reporting,
expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately.
E. CONTRACTOR shall ensure all appropriate state and federal standards of documentation,
preparation, and confidentiality of records related to participant, client and/or patient records are met at
all times.
F. CONTRACTOR shall make records pertaining to the costs of services, participant fees, charges,
billings, and revenues available at one (1) location within the limits of the County of Orange.
G. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR
may provide written approval to CONTRACTOR to maintain records in a single location, identified by
CONTRACTOR.
H. CONTRACTOR may be required to retain all records involving litigation proceedings and
settlement of claims for a longer term which will be directed by the ADMINISTRATOR.
I. CONTRACTOR shall notify ADMINISTRATOR of any Public Record Act (PRA) request
within twenty-four (24) hours. CONTRACTOR shall provide ADMINISTRATOR all information that
is requested by the PRA request.
XVI. SEVERABILITY
If a court of competent jurisdiction declares any provision of this Agreement or application thereof
to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or
the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
in full force and effect, and to that extent the provisions of this Agreement are severable.
XVII. STATUS OF CONTRACTOR
CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be
wholly responsible for the manner in which it performs the services required of it by the terms of this
Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and
consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the
relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR
or any of CONTRACTOR's employees, agents, consultants, or. subcontractors. CONTRACTOR
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assumes exclusively the responsibility for the acts of its employees, agents, consultants, or
subcontractors as they relate to the services to be provided during the course and scope of their
employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be
entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to
be COUNTY employees.
XVIII. TERM
The term of this Agreement shall commence and terminate as specified on Page 3 of this
Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however,
CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term,
including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting
and accounting.
XIX. TERMINATION
A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days
written notice given the other party.
B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon
five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this
Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30)
calendar days for corrective action.
C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence
of any of the following events:
1. The loss by CONTRACTOR of legal capacity.
2. Cessation of services.
3. The delegation or assignment of CONTRACTOR's services, operation or administration to
another entity without the prior written consent of COUNTY.
D. CONTINGENT FUNDING
1. Any obligation of COUNTY under this Agreement is contingent upon the following:
a. The continued availability of federal, state and county funds for reimbursement of
COUNTY's expenditures, and
b. Inclusion of sufficient funding for the services hereunder in the applicable budget
approved by the Board of Supervisors.
2. In the event such funding is subsequently reduced or terminated, COUNTY may terminate
or renegotiate this Agreement upon thirty (30) calendar days written notice given CONTRACTOR.
E. In the event this Agreement is terminated prior to the completion of the term as specified on
Page 3 of the Agreement, ADMINISTRATOR may, at its sole discretion, reduce the Maximum
Obligation of this Agreement in an amount consistent with the reduced term of the Agreement,
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F. In the event this Agreement is terminated by either party, after receiving a Notice of
Termination CONTRACTOR shall do the following:
1. Comply with termination instructions provided by ADMINISTRATOR in a manner which
is consistent with recognized standards of quality care and prudent business practice.
2. Obtain immediate clarification from ADMINISTRATOR of any unsettled issues of contract
performance during the remaining contract term.
3. If records are to be transferred to COUNTY, pack and label such records in accordance with
directions provided by ADMINISTRATOR.
G. The rights and remedies of COUNTY provided in this Termination paragraph shall not be
exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement.
XX. THIRD PARTY BENEFICIARY
Neither party hereto intends that this Agreement shall create rights hereunder in third parties
including, but not limited to, any subcontractors or any clients provided services hereunder.
XXI. WAIVER OF DEFAULT OR BREACH
Waiver by COUNTY of any default by CONTRACTOR shall not be considered a waiver of any
subsequent default. Waiver by COUNTY of any breach by CONTRACTOR of any provision of this
Agreement shall not be considered a waiver of any subsequent breach. Waiver by COUNTY of any
default or any breach by CONTRACTOR shall not be considered a modification of the terms of this
Agreement.
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MA
IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange,
State of California.
SAN
P. Brust, City Manager
TITLE:
DATED:
BY:'4Lit DATED:
TITLE: Omar Sandoval, City Attorney
COUNTY OF ORANGE
BY: DATED: 1 �L7 iz
HEALT CARE AGENCY
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
DATED:
DEPUTY
If the contracting party is a corporation, two (2) signatures are required: one (1) signature by the Chairman of the Board, the
President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer
or any Assistant Treasurer. if the contract is signed by one(]) authorized individual only, a copy of the corporate resolution
or by-laws whereby the board of directors has empowered said authorized individual to act on its behalf by his or her
signature alone is required by HCA.
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EXHIBIT A
TO AGREEMENT FOR PROVISION OF
POINT OF DISPENSING SITE EQUIPMENT SERVICES
CITY OF SAN JUAN CAPISTRANO
JULY 1, 2010 THROUGH JUNE 30, 2015
I. DEFINITIONS
A. "Equipment" means moveable property of a relatively permanent nature with significant value.
Equipment which costs $5,000 or over, including sales taxes, freight charges and other taxes are
considered Fixed Assets. Equipment which cost less than $5,000, including sales taxes, freight charges
and other taxes are considered Minor Equipment or Controlled Assets.
B. "Exercise" means an event designed to test and evaluate the POD site plan using the guidelines
set forth by Homeland Security Exercise and Evaluation Program (HSEEP) requirements.
C. "Health Emergency" means a situation where a potential threat to the health of the community
from a disease agent (i.e. Anthrax, Smallpox, Influenza, etc.) requires medication, medical supplies,
and/or equipment to be dispensed in mass quantity. Designation of a situation as a Health Emergency
requires an emergency declaration by the County Executive Officer and the Public Health Officer.
D. "Point of Dispensing (POD) Site" means any pre -identified location within a city and/or agency
designed to provide public citizens with medications, supplies, equipment, and/or other resources in the
event of a Health Emergency.
II. SERVICES
A. COUNTY is loaning CONTRACTOR Equipment. Title to these items shall remain vested in
COUNTY and the Equipment shall be deemed to be "Loaned Equipment" while in the possession of
CONTRACTOR.
B. CONTRACTOR agrees to the transportation, presence, and storage of Loaned Equipment at
designated POD site(s) or location of CONTRACTOR's choosing with ADMINISTRATOR'S written
approval, in support of this Agreement. POD site locations may be changed with written mutual consent
of CONTRACTOR and ADMINISTRATOR. The Loaned Equipment, listed in Table A below, is
appropriate for preparation of a public health emergency and/or exercise. In a public health emergency
or exercise, the Loaned Equipment shall serve to:
1. Identify staff within the POD site;
2. Provide instructions to direct and orientate individuals through the POD site; and
3. Allow individuals to receive the necessary material during an exercise or Health
Emergency.
C. With respect to the Loaned Equipment, CONTRACTOR and/or authorized representatives
shall:
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1. Establish a defined and designated secure location(s) and storage area for the Loaned
Equipment;
2. Continuously and properly maintain and store Loaned Equipment;
3. Develop internal policy and procedures for:
a. The preparation for mobilization of Loaned Equipment;
b. Transportation of Loaned Equipment;
c. The training of assigned staff on these policies and procedures; and
D. CONTRACTOR may use Loaned Equipment in the course of its everyday provision of services
or for training purpose; provided, however, said Loaned Equipment are readily available and in good
working order in the event of a public health emergency and/or exercise.
E. During a public health emergency and/or exercise, CONTRACTOR is responsible for:
1. Transporting Loaned Equipment to POD site and returning Loaned Equipment to the
designated secure locations expressed in VIII.B.2.i. above;
2. Setting -up and breaking down the POD site;
3. Providing all non-medical POD staff-,
4. Providing all non-medical Equipment, including but not limited to, tents, tables and chairs;
5. Notifying the local community of the event;
6. Providing traffic and/or crowd control;
7. Disseminating forms to the public; and
8. Providing general assistance to the public and COUNTY staff.
F. COUNTY shall loan to CONTRACTOR the following Equipment for each of CONTRACTOR's
one (1) POD Sites:
Item Quantity
POD Storage Case & Step Stool 1
Signage
Fill Out Form (36 x 48) 1
Show Form (36 x 48) 1
Pick Up Medicine (36 x 48) 1
Get Vaccine (36 x 48) 1
Turn In Form & Exit (36 x 48) 1
Medical Services Facility (22 x 28) 1
Bioterrorism Agent Information (22 x 28) 6
Bioterrorism Symptoms (22 x 28) 6
Four Simple Steps (22 x 28) 2
Prohibited (22 x 28) 1
Exit (11 x 17) 2
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Signage
Quantity
No Exit (11 x 17)
2
Incident Command Post (11 x 17)
1
Staff Person Wearing Vest can Assist (11 x 17)
1
Break/Staging (11 x 17)
1
First Aid (11 x 17)
1
Ambulance (11 x 17)
1
Staff Registration (11 x 17)
1
Please Wait (11 x l 7)
2
Family Line (11 x 17)
2
Adult Line (11 x 17)
3
Arrows
8
Entrance Banner (22 x 28)
2
Stop - Fill Out Form (22 x 28)
1
Stop - Turn in Form & Exit (22 x 28)
1
Hardware
Metal A -frames
4
Collapsible Easels
4
Metal Stantions (Part# 05-015CH)
4
6 -foot Cardboard Poles and Mount Caps
13
Wire Feet
26
Plastic Display Sleeves
10
Vests
Red - XL
80
Orange - XL
25
Blue - XL
5
Yellow - XL
6
Lime Green - XL
30
General Supplies
Clipboards
20
Pens - Boxes
1
POD Field Operations Guide
1
G. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the
Equipment set forth in subparagraph II.F., above.
//
//
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�..J COUNTY OF ORANGE `..�
HEALTHCARE AGENCY
FINANCIAL AND ADMINISTRATIVE SERVICES
Contract Development and Management
Excellente
tegrity
elVlCe
TRANSMITTAL
February 1, 2012
TO: Mike Cantor
City of San Juan Capistrano
32400 Paseo Adelanto C
San Juan Capistrano, CA 92675
FROM: Lynn Tang 11� -
Contract Administrator
I.
(714)834-5908
DAVID L. RILEY
DIRECTOR
JEFFREY A. NAGEL, PH.D.
DEPUTY AGENCY DIRECTOR
RNANGAII p NIVRANVE SERVICES
DANIEL J. DAVIS
DIVISION MANAGER
COMRACT pEVEIOPMEMR4AN4GEMEM
MAILING ADDRESS',
405 W 5° STREET, SUITE 600
SANTA ANA. CA 92701
TELEPHONE (714) 834-5809
FAX (714)834-4450
Gv r/-1
THE FOLLOWING ENCLOSURE IS FOR YOUR INFORMATION:
Agreement for the Provision of Point of Dispensing Site Equipment Services between County of
Orange and City of San Juan Capistrano. The term of the agreement is July 1, 2010 through
June 30, 2015,
LT:ap
Enclosure
cc: Terre Duensing, Division Manager
Keith Olenslager, Administrative Manager I
Celina Guzman, HCA/CDM (No Enclosure)
David Valadez, HCA/CDM (No Enclosure)
CSJ04