HomeMy WebLinkAboutC-4924 - Agreement for Provision of Point of Dispensing (POD) Site Planning ServicesCOUNTY OF ORANGE
HEALTH CARE AGENCY
FINANCIAL AND ADMINISTRATIVE SERVICES
Contract Development and Management
EX(T1107CC
tii'71'!i P
TRANSMITTAL
August 1, 2011
TO: City of Newport Beach
Katie Eing
3300 Newport Beach
Newport Beach CA 92663
FROM: Brian Greene -2 `
Contract Administrator
(714) 834 -3019
THE FOLLOWING ENCLOSURE IS FOR YOUR INFORMATION:
DAVID L. RILEY
DIRECTOR
JEFFREY A. NAGEL, PH.D.
DEPUTY AGENCY DIRECTOR
FINANCIAUADMINISTRATIVE SERVICES
ALICE MOORE
DIVISION MANAGER
CONTRACT DEVELOPMENT /MANAGEMENT
MAILING ADDRESS:
405 W. 57" STREET, SUITE 600
SANTA ANA, CA 92701
TELEPHONE; (714) 834 -5809
FAX; (714) 834-4450
First Amendment of the Agreement for the Provision of Point of Dispensing Site Planning
Services between County of Orange and City of Newport Beach. The term of the agreement is
July 1, 2010 through June 30, 2011.
ME
Enclosure
cc: Terre Duensing, HDM Division Manager
Celina Guzman, HCA/CDM (No Enclosure)
David Valadez, HCA/CDM (No Enclosure)
CND02
I FIRST AMENDMENT TO AGREEMENT FOR PROVISION OF
2 POINT OF DISPENSING SITE PLANNING SERVICES
3 BETWEEN
4 COUNTY OF ORANGE
5 AND
6 CITY OF NEWPORT BEACH
7 JULY 1, 2010 THROUGH JUNE 30, 2011
8
9 THIS FIRST AMENDMENT TO AGREEMENT entered into this 1 st day of June, 2011, which
10 date is enumerated for purposes of referen ce only, is by and between the COUNTY OF ORANGE
I 1 (COUNTY) and City of Newport Beach, a California to cal government agency (CONTRACTOR),
12 whereby the parties agree to am end that certain Agreem ent for the provision of Point of
13 Dispensing Site Planning Services dated July 1, 2010 (Agreement).
14
15 1. Subparagraph III.C. of Exhibit A to the Agreement is amended to read as follows:
16 "C. CONTRACTOR shall develop 3 POD Site Plans."
17
18 In all other respects, the term s of the Agreement not specifically changed by this First Am endment
19 shall remain in full force and effect.
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I IN WITNESS WHEREOF, the parties have execute d this First Amendment to the Agreem ent, in
2 the County of Orange, State of California.
3
4 CITY OF NEWPORT BEACH
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6 BY: DATED:
7
8 TITLE:
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11 BY: DATED:O_ /�`� /
12 TITLE: -) yodl� (1pu((411t
13 - ' ` - j�N �° APPRO ED AS TO FORM:
14
ntec
1 s City Oerk n TG�
o
16 �'oanc•'�r'� Ci Attome-y
17 COUNTY OF ORANGE HEALTH CARE A
18
(Q �3d rt
2p 0 BY: Y: DATED:
21 HEALTHCARE AGENCY
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25 APPROVED AS TO FORM
26 OFFICE OF THE COUNTY COUNSEL
27 ORANGE COUNTY, CALIFORNIA
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29 BY: DATED: L 9 12,,cl/
30 DEPUTY
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34 If the contracting party is a corporation, two (2) signatures are required: one (1) signature by the Chairman of the Board, the
35 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 (1) authorized individual only, a copy of the corporate resolution
36 or by -laws whereby the board of di rectors has em powered said authorized individual to act on its behalf by his or her
37 signature alone is required by HCA.
CITY OF NENPORT BEAQt 2 OF 2
C \DocuMENTS AND S=Nos \BRIAN GREENS \OLKI49\POD - PLAN -MA- CYPRESS -I AnieNo-10- 11- BG(2),DOC CNB02- MAPQDOI MIKKII
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COUNTY OF ORANGE
HEALTH CARE AGENCY
FINANCIAL AND ADMINISTRATIVE SERVICES
Contract Development and Management
TRANSMITTAL
August 1, 2011
TO: City of Newport Beach
Katie Eing
3300 Newport Beach
Newport Beach, CA 92663
FROM: Brian Greene
Contract Administrator
(714) 834 -3019
THE FOLLOWING ENCLOSURE IS FOR YOUR INFORMATION:
DAVID L. RILEY
DIRECTOR
JEFFREY A. NAGEL, PH.D.
DEPUTY AGENCY DIRECTOR
FINANCIAVADMINISTRATIVE SERVICES
ALICE MOORE
DIVISION MANAGER
CONTRACT DEVELOPMENT MANAGEMENT
MAILING ADDRESS:
405 W. 5'" STREET, SUITE 600
SANTA ANA, CA 92701
TELEPHONE: (714) 834 -5809
FAX: (714) 834 -4450
Agreement for the Provision of Point of Dispensing Site Planning Services between County of
Orange and City of Newport Beach. The term of the agreement is July 1, 2010 through
June 30, 2011.
Enclosure
cc: Terre Duensing, HDM Division Manager
Celina Guzman, HCA/CDM (No Enclosure)
David Valadez, HCA /CDM (No Enclosure)
CNB02
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AGREEMENT FOR PROVISION OF
POINT OF DISPENSING SITE PLANNING SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF NEWPORT BEACH
JULY 1, 2010 THROUGH JUNE 30, 2011
THIS AGREEMENT entered into this Ist 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 NEWPORT BEACH, 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 Planning_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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EXHIBIT A
I. Definitions .................................................................................................... ............................... I
II. Payments ....................................................................................................... ............................... l
111. Services .......................................................................................................... ..............................2
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PARAGRAPH
PAGE
TitlePage ......................................................................................................
............................... 1
Contents........................................................................................................
............................... 2
Referenced Contract 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 ........................................................................................
............................... I 1
XI.
Literature ........................................................................................................
.............................12
XII.
Maximum Obligation .....................................................................................
.............................12
XIII.
Nondiscrimination ..........................................................................................
.............................12
XIV.
Notices ............................................................................................................
.............................13
XV.
Records Management and Maintenance ........................................................
.............................14
XVI.
Severability .....................................................................................................
.............................14
XVII.
Status of Contractor ........................................................................................
.............................15
XVIII.
Term ...............................................................................................................
.............................15
X1X.
Termination ....................................................................................................
.............................15
XX.
Third Party Beneficiary ..................................................................................
.............................16
XXI.
Waiver of Default or Breach ........................................................................
............................... 16
SignaturePage .............................................................................................
............................... 17
EXHIBIT A
I. Definitions .................................................................................................... ............................... I
II. Payments ....................................................................................................... ............................... l
111. Services .......................................................................................................... ..............................2
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REFERENCED CONTRACT PROVISIONS
Term: July I, 2010 through June 30, 2011
Total Aggregate Maximum Obligation $646,000
Basis for Reimbursement: Actual Cost and Fee for Service
Payment Method: Actual Cost and Fee for Service
I 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 92701 -4637
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 Newport Beach
Katie Eing
3300 Newport Blvd
Newport Beach, CA 92663
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
CITY OF NENWORTBEACN 3 Of 17
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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
CNB02- MAPODOI MIKKII
1 I. ALTERATION OF TERMS
2 This Agreement, together with Exhibit A, attached hereto and incorporated herein by reference, fully
3 expresses all understanding of COUNTY and CONTRACTOR with respect to the subject matter of this
4 Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition
5 to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in
6 writing and formally approved and executed by both parties.
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g II. COMPLIANCE
9 A. COMPLIANCE PROGRAM - ADMINISTRATOR has established a Compliance Program for
10 the purpose of ensuring adherence to all rules and regulations related to federal and state health care
I1 programs.
12 1. ADMINISTRATOR shall ensure that CONTRACTOR is made aware of the relevant
13 policies and procedures relating to ADMIMSTRATOR's Compliance Program.
14 2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and
15 members of Board of Directors or duly authorized agents, if appropriate, ( "Covered Individuals ")
16 relative to this Agreement are made aware of ADMINISTRATOR's Compliance Program and related
17 policies and procedures.
18 3. CONTRACTOR has the option to adhere to ADMINISTRATOR's Compliance Program or
19 establish its own.
20 4. If CONTRACTOR elects to have its own Compliance Program then it shall submit a copy
21 of its Compliance Program and relevant policies and procedures to ADMINISTRATOR within thirty
22 (30) calendar days of award of this Agreement.
23 5. ADMNISTRATOR's Compliance Officer shall determine if CONTRACTOR's
24 Compliance Program is accepted. CONTRACTOR shall take necessary action to meet said standards or
25 shall be asked to acknowledge and agree to the ADMINISTRATOR's Compliance Program.
26 6. Upon approval of CONTRACTOR's Compliance Program by ADMINISTRATOR's
27 Compliance Officer, CONTRACTOR shall ensure that its employees, subcontractors, interns,
28 volunteers, and members of Board of Directors or duly authorized agents, if appropriate, ( "Covered
29 Individuals ") relative to this Agreement are made aware of CONTRACTOR's Compliance Program and
30 related policies and procedures.
31 7. Failure of CONTRACTOR to submit its Compliance Program and relevant policies and
32 procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty
33 (60) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of
34 this Agreement as to the non- complying party.
35 B. CODE OF CONDUCT - ADMINISTRATOR has developed a Code of Conduct for adherence
36 by ADMINISTRATOR's employees and contract providers.
37 H
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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.
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
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 TRANING - 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 ajury 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 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 tern
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. Office of Management and Budget (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. Office of Management and Budget (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 often 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 I.a., 1.b., Le., or I.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.
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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
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 Planning 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.
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 warrant
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
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applicable federal and state laws and regulations, as all may now exist or be hereafter amended or
changed.
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.
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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
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.
P. 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.
I //
I //
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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
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
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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.
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 tenn.
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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IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange,
State of California.
CITY OF NEWPO T BEACH
BY:
Michael F. Henn
Mayor
TITLE: Mayor
APPROVE S/
BY:
David R. Hunt C, q
TITLE: City Attorney
Attest.
COUNTY OF ORANGE
DATED:
DATED:
BY: DATED: 1G�0 t t
HEALT CARE A ENCY
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
BY: — ��—� DATED: 619 LC //
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 (I) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer
or any Assistant Treasurer. If the contract is signed by one (1) 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 PLANNING SERVICES
CITY OF NEWPORT BEACH
JULY 1, 2010 THROUGH JUNE 30, 2011
I. DEFINITIONS
A. "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.
B. `'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.
C. "Incumbent City" means any City developing a POD plan under a previous agreement that will
continue the same plan development under this Agreement. Incumbent Cities are Anaheim, Fullerton,
Garden Grove, Huntington Beach, Irvine, Laguna Woods, Santa Ana, and Rancho Santa Margarita.
D. "Incident Management Personnel" means any sworn Fire Agency, Paramedic, or Emergency
Medical Technician employed by any city or county agency contracted with CONTRACTOR.
E. "Local Emergency Management Personnel" means the designated city emergency preparedness
planner, and staff, that are employed by any city or county agency contracted with CONTRACTOR.
F. "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.
G. "Public Safety Personnel" means any sworn Law Enforcement personnel or non -sworn public
safety personnel that are employed by any city or county agency contracted with CONTRACTOR.
II. PAYMENTS
A. COUNTY shall pay CONTRACTOR, in arrears, for identifying POD Site locations and
developing POD site plans for responding to Health Emergencies or POD exercises. Payments shall be
I as follows:
1. COUNTY shall reimburse CONTRACTOR, in arrears, for CONTRACTOR's personnel
costs associated with developing each POD Site Plan required in subparagraph IILC, below, to a
maximum of $4,500 per POD Site Plan; provided, however, the total of such payments to all
participating cities does not exceed COUNTY's Total Maximum Obligation and, provided further,
CONTRACTOR's costs are reimbursable pursuant to COUNTY, state, and federal regulations.
CONTRACTOR shall provide an in -kind contribution of non - Federally funded staff time. The
contribution amount shall be determined by ADMINISTRATOR, but shall be no less than thirty percent
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(30 %), and no more than thirty five percent (35 %) of CONTRACTOR's reimbursable personnel costs.
Incumbent Cities shall be waived of the contribution requirement.
2. COUNTY shall pay CONTRACTOR, in arrears, to a maximum of $4,000 for each final
POD Site Plan approved by ADMINISTRATOR; provided, however, the total of such payments to all
participating cities does not exceed COUNTY's Total Maximum Obligation and, provided further,
CONTRACTOR'S costs are reimbursable pursuant to COUNTY, state, and federal regulations.
3. COUNTY and CONTRACTOR may mutually agree, in writing, to amend the payment
maximums identified in subparagraphs II.A.I and II.A.2, above, provided, however, the total of such
payments to all participating cities does not exceed COUNTY's Maximum Obligation, and provided
further, CONTRACTOR's costs are reimbursable pursuant to COUNTY, state, and federal regulations.
B. CONTRACTOR's invoices shall be on forms approved or supplied by ADMINISTRATOR and
provide such information as required by ADMINISTRATOR. Invoices should be submitted by the tenth
(10th) working day of the month following the provision of services, and payments to CONTRACTOR
should be released by COUNTY no later than the tenth (10th) calendar day of the succeeding month.
C. All billings to COUNTY shall be supported, at CONTRACTOR's facility, by source
documentation including, but not limited to, ledgers, books, vouchers, payrolls, schedules for allocating
costs, journals, time sheets, invoices, bank statements, canceled checks, receipts, receiving records, and
records of services provided.
D. ADMINISTRATOR may withhold or delay any payment if CONTRACTOR fails to comply
with any provision of this Agreement.
E. COUNTY shall not reimburse CONTRACTOR for services provided beyond the expiration
and /or termination of this Agreement, except as may otherwise be provided under this Agreement.
III. SERVICES
A. CONTRACTOR agrees to assist COUNTY in planning for and responding to a Health
Emergency or Exercise by identifying POD Site locations within CONTRACTOR's boundaries and
developing individual POD Site Plan(s). CONTRACTOR shall ensure ADMINISTRATOR approves
each POD Site location. ADMINISTRATOR and CONTRACTOR may, upon written mutual consent,
agree to revise POD Site locations as necessary. Development of the POD Site Plan shall be prepared by
CONTRACTOR personnel and requires:
1. POD seminar attendance — where a POD overview, planning assumptions and staffing and
equipment needs are discussed.
2. POD Site Identification and Assessment -utilizing HCA POD site assessment form;
POD workshop attendance - where site maps, staff identification, resource identification, and incident
action plan will be developed.
3. Field Operations Guide (FOG) workshop attendance - planning session designed to identify
and develop a core group of POD site plan subject matter experts.
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4. Online POD planning modules designed to develop a secondary group of POD site plan
subject matter experts.
5. Participation of at least one staff member to serve as a POD site plan subject matter expert
to validate regional POD site plans during the annual POD Exercise.
6. Development and submission of a draft POD site Incident Action Plan (IAP), which must
be approved by COUNTY that includes, but is not limited to the following Incident Command System
(ICS) and HCA forms:
a. SITE MAPS & MAPPING NOTES
b. SITE EQUIPMENT LIST
c. ICS 202 — INCIDENT OBJECTIVES
d. ICS 203 — ORGANIZATIONAL ASSIGNMENT LIST
e. SITE SECURITY PLAN
f. ICS 204 — DIVISION ASSIGNMENT LIST
g. ICS 205 —COMMUNICATIONS PLAN
h. ICS 206 — MEDICAL PLAN
i. POD ORGANIZATIONAL CHART
j. ICS 215A — SITE SAFETY MESSAGE & ANALYSIS
k. ICS 221 — DEMOBILIZATION CHECKOUT
B. TIMELINES
1. CONTRACTOR shall provide staff to attend a POD Seminar by November 30, 2010.
CONTRACTOR shall submit POD Site location(s) for ADMINISTRATOR approval by
December 15, 2010.
2. CONTRACTOR shall submit the HCA POD Site Assessment form by December 30, 2010.
3. CONTRACTOR shall provide staff to attend a POD Workshop by January 31, 2011.
4. CONTRACTOR shall provide staff to attend a FOG Workshop by February 28, 2011.
5. CONTRACTOR shall ensure pertinent staff attend online training by March 30, 20t I.
6. CONTRACTOR shall submit a draft POD Site Plan to ADMINISTRATOR for each
location identified in subparagraph III.B.I, above, by 3/15/2011.
7. CONTRACTOR shall submit a final HCA approved POD Site Plan to ADMINISTRATOR
for each location identified in subparagraph II.B.I, above, by 4/1/2011.
C. CONTRACTOR shall develop 2 POD Site Plans.
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CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
. - .. autt �Ilr�r• I�lU
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Fire Department
Mike Morgan, Fire Chief, 644 -3101, mmorgan(cDnbfd.net
SUBJECT: APPROVAL OF THE POINT OF DISPENSING SITE PLANNING
SERVICES AGREEMENT
RECOMMENDATION:
Adopt Resolution No. 2011 -_ approving the Point of Dispensing Planning Services
Agreement for Fiscal Year 2010 -2011 and authorizing the Mayor to act as the "Authorized
Agent" to execute for, and on behalf of, the City any actions necessary to implement the
Agreement and obtain financial assistance provided by the County of Orange Health Care
Agency.
DISCUSSION:
The Health Disaster Management (HDM) Division is part of the Orange County Health Care
Agency. The HDM coordinates the Agency's emergency response functions related to all -
hazard planning, including bioterrorism, pandemic influenza, natural disasters, the
Countywide Emergency Medical Services system for medical emergencies, and other
County health - related disasters.
HDM participates in and supports ongoing all- hazards planning and preparation activities
undertaken by the Orange County Operational Area and is responsible for coordinating
organized planning efforts with County departments, local cities and special districts to
mitigate against, prepare for, respond to, and recover from disasters.
The Orange County HDM has received Point of Dispensing planning grant funding from the
California Department of Public Health. They are offering a portion of the grant funding to
cities to create individual POD site plans. A Point of Dispensing, or POD, is a federally
instituted best - practice model designed to provide medication to a large community during a
public health incident. During a public health emergency, PODs will be activated in order to
provide medication to the community prior to the onset of illness in order to prevent illness
and death. By providing these items to a large population quickly, the level of illness and
the number of deaths associated with that disease agent can be decreased.
Approval of the Point of Dispensing Site Planning Services Agreement
January 11, 2011
Page 2
-- The.ultimate goal of a POD is to quickly provide these items to a large number of people in a
4,, short peri6d-of time. PODs are not designed to serve as hospitals, nor are they designed to
treat illness.' Therefore, people who are ill are encouraged to stay away from PODs during a
public health incident to prevent them from potentially spreading the disease. POD sites are
locations that are both familiar and easily accessible to the community (i.e. schools,
community centers, and churches) and are designed to serve as a place for the public to
come and receive their medications, vaccines and medical supplies. PODs are in location's
that are planned throughout Orange County and are exercised on an annual basis.
When planning a POD site, the Health Care Agency works closely with each site along with
city emergency management representatives, local fire and police agencies, and other
community groups to ensure the POD site plan has been developed through a collaborative
process.
The POD planning process occurs in three phases. Phase One focuses on the creation of
the draft POD plans. Working with the Health Care Agency, two potential sites in Newport
Beach will be identified and assessed. Site maps, staff identification, resource identification,
and an Incident Action Plan (IAP) will be developed. Once the POD site plans are complete,
they will be submitted to the Health Care Agency. This phase is eligible for $9,000 in
reimbursement, $4,500 for each POD plan. There is a match requirement of 35% of the
total submitted for reimbursement (maximum of $1,575). This match can be met through
personnel costs incurred during the planning process, use of volunteers, or any needed
training that arises.
Phase Two is the submittal of the final site plan. Once the City receives the draft plans back
from the Health Care Agency, staff will make any necessary changes. The plans will then
be resubmitted as the final POD site plans. Once approved, the City will receive $8,000,
which can be used to purchase any equipment needed to properly equip the PODs.
Phase Three is to exercise the completed plans and is optional. The City can choose to
complete the first two phases but not the final phase. The drill would be conducted with the
help of the Orange County Health Care Agency and would be done during flu shot season.
The City would host a flu shot POD in Newport Beach. Although the clinic would be
designated to essentially test the POD plan, it would also be providing a vital service to
Newport Beach residents. This phase is eligible for up to $7,000 in reimbursement for City
personnel costs associated with the clinic.
Environmental Review:
The City Council's approval of this Agenda Item does not require environmental review.
Public Notice:
The agenda item has been noticed according to the Brown Act.
Approval of the Point of Dispensing Site Planning Services Agreement
January 11, 2011
Page 3
Funding Availability:
There is a match requirement of 35% of the total submitted for reimbursement (maximum of
$1,575). This match can be met through existing staff budgets for personnel costs incurred
during the planning process.
Prepared by:
0
Submitted by:
Katie Eing Mike
Emergency Services, kc ordinator Fire 1
Attachments: Point of Dispensing Site Planning Services Resolution
Point of Dispensing Site Planning Services Agreement
RESOLUTION NO. 2011
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH
APPROVING THE TRANSFER AGREEMENT FOR FISCAL YEAR 2010 -2011 POINT
OF DISPENSING (POD) SITE PLANNING SERVICES AGREEMENT
( "AGREEMENT ") BETWEEN THE CITY AND THE COUNTY OF ORANGE AND
AUTHORIZING THE MAYOR TO ACT AS THE "AUTHORIZED AGENT" TO
EXECUTE ON BEHALF OF THE CITY ANY ACTIONS NECESSARY TO IMPLEMENT
THE AGREEMENT AND OBTAIN FINANCIAL ASSISTANCE PROVIDED BY THE
COUNTY OF ORANGE.
WHEREAS, the City of Newport Beach ( "City) has partnered with the County of
Orange ( "County') and other cities located within the County to participate in the Fiscal
Year 2010 -2011 Point of Dispensing Site Planning Services Agreement. The City of
Newport Beach has requested funding under this grant that will be used to create two
Point of Dispensing Plans for the community.
WHEREAS, the Orange County Health Care Agency is the administrator of the
Fiscal Year 2010 -2011 POD Grant. The City is required to sign the Transfer Agreement
in order start the planning process. The Health Care Agency requires the naming of
one authorized agent from within the City to sign this document on behalf of the City.
NOW THEREFORE, BE IT RESOLVED as follows by the City Council of the City
of Newport Beach:
Section 1: Approve the Transfer Agreement for Fiscal Year 2010 -2011 POD Grant
Program purposes (`Transfer Agreement') between the City and the County attached
hereto as Exhibit 1.
Section 2: Authorize the Mayor to act as the "Authorized Agent' to execute on behalf of
the City any actions necessary to implement the transfer agreement and obtain financial
assistance provided by the County of Orange.
Section 3: This resolution shall take effect immediately upon its adoption by
the City Council, and the City Clerk shall certify the vote adopting the resolution.
Adopted this 11th day of January, 2011.
MAYOR
ATTEST:
CITY CLERK
Attachment: Exhibit 1
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EXHIBIT 1
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AGRI:I--MENT FOR PROVISION OF
POINT OF DISPENSING SI'Z'E PLANNING SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF NEWPORT BEACH
JULY 1, 2010 THROUGH JUNE 30, 2011
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 NEWPORT BEACH, 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 Planning_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
TitlePage ........................................................... ...............................
Contents............................................................. ...............................
Referenced Contract Provisions ........................ ...............................
1. Alteration of Terms ........................................... ...............................
II. Compliance ........................................................ ...............................
III. Confidentiality ................................................... ...............................
IV. Delegation, Assigiunent, and Subcontracts ...... ...............................
V. Employee Eligibility Verification ..................... ...............................
VI. Expenditure and Revenue Report ..................... ...............................
VII. Facilities, Payments and Services ..................... ...............................
VIII. Indemnification and Insurance .......................... ...............................
D{. Inspections and Audits ...................................... ...............................
X. Licenses and Laws ............................................. ...............................
XI. Literature ............................................................ ...............................
XII. Maximum Obligation ........................................ ...............................
XIII. Nondiscrimination ............................................. ...............................
XIV. Notices ............................................................... ...............................
XV. Records Management and Maintenance ............ ...............................
XVI Severability
PAGE
EXHIBIT A
I. Definitions ..................................................................................................... ..............................1
H. Payments ....................................................................................................... ............................... 1
III. Services .......................................................................................................... ..............................2
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XVII.
Status of Contractor ........................................................................................
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XVIII.
Term ................................................................................................................
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XIX.
Termination ....................................................................................................
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XX.
Third Party Beneficiary ..................................................................................
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XXI.
Waiver of Default or Breach ..........................................................................
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SignaturePage ...............................................................................................
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EXHIBIT A
I. Definitions ..................................................................................................... ..............................1
H. Payments ....................................................................................................... ............................... 1
III. Services .......................................................................................................... ..............................2
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REFERENCED CONTRACT PROVISIONS
Term: July 1, 2010 through June 30, 2011
Total Aggregate Maximum Obligation $646,000
Basis for Reimbursement: Actual Cost and Pee for Service
Payment Method: Actual Cost and Pee for Service
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 92701 -4637
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 Newport Beach
Katie Eing
3300 Newport Blvd
Newport Beach, CA 92663
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
Employers 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
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1. ALTERATION OFTERMS
This Agreement, logcthcr with Exhibit A, attached hereto and incorporated herein by reference, full}
expresses all understanding of COUNTY and CONTRACTOR with respect to the subject matter of tltiE
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.
I1. 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
[ndividuals ") 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
) rocedures 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
his 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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I 1. ADMINISTRATOR shall ensure that CONTRACTOR is made aware of
2 ADMINISTRATOR's Code of Conduct.
3 2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, :md
4 members of Board of Directors or duly authorized agents, if" appropriate, ( "Covered Individuals ")
5 relative to this Agreement are made aware of ADMINISTRATOR's Code of Conduct.
6 3. CONTRACTOR has the option to adhere to ADMINISTRATOR's Code of Conduct or
7 establish its own.
8 4. If CONTRACTOR elects to have its own Code of Conduct, then it shall submit a copy of its
9 Code of Conduct to ADMINISTRATOR within thirty (30) calendar days of award of this Agreement.
10 5. ADMINISTRATOR's Compliance Officer shall determine if CONTRACTOR's Code of
I1 Conduct is accepted. CONTRACTOR shall take necessary action to meet said standards or shall be
12 asked to acknowledge and agree to the ADMINISTRATOR's Code of Conduct.
13 6. Upon approval of CONTRACTOR's Code of Conduct by ADMINISTRATOR,
14 CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and members of
15 Board of Directors or duty authorized agents, if appropriate, ( "Covered Individuals ") relative to this
16 Agreement are made aware of CONTRACTOR's Code of Conduct.
17 7. If CONTRACTOR elects to adhere to ADMINISTRATOR's Code of Conduct then
18 CONTRACTOR shalt submit to ADMINISTRATOR a signed acknowledgement and agreement that
19 CONTRACTOR shall comply with ADMINISTRATOR's Code of Conduct.
20 8. Failure of CONTRACTOR to timely submit the acknowledgement of
21 ADMINISTRATOR's Code of Conduct shall constitute a material breach of this Agreement, and failure
22 to cure such breach within sixty (60) calendar days of such notice from ADMINISTRATOR shall
23 constitute grounds for termination of this Agreement as to the non - complying party.
24 C. COVERED INDIVIDUALS - CONTRACTOR shall screen all Covered Individuals employed
25 or retained to provide services related to this Agreement to ensure that they are not designated as _
26 "Ineligible Persons," as defined hereunder. Screening shall be conducted against the General Services
27 Administration's List of Parties Excluded from Federal Programs and the Health and Human
28 Services /Office of Inspector General List of Excluded Individuals /Entities.
29 1. Ineligible Person shall be any individual or entity who:
30 a. is currently excluded, suspended, debarred or otherwise ineligible to participate in the
31 federal health care programs; or
32 b. has been convicted of a criminal offense related to the provision of health care items or
33 services and has not been reinstated in the federal health care programs after a period of exclusion,
34 suspension, debarment, or ineligibility.
35 2. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.
36 CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this
37 Agreement.
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1 3. CONTRACTOR shall screen all current Covered Individuals and subcontractors to ensure
2 that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors
3 use their best efforts to verify that they are eligible to participate in all federal and State of California
4 health programs and have not been excluded or debarred from participation in any federal or state health
5 care programs, and to further represent to CONTRACTOR that they do not have any Ineligible Person in
6 their employ or under contract.
7 4. Covered Individuals shall be required to disclose to CONTRACTOR immediately any
g debarment, exclusion or other event that makes the Covered Individual an Ineligible Person.
9 CONTRACTOR shall notify ADMINISTRATOR immediately upon such disclosure.
10 5. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal
I I and state funded health care services by contract with COUNTY in the event that they are currently
12 sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If
13 CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person,
14 CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY
15 business operations related to this Agreement.
16 6. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or
17 entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened.
18 Such individual or entity shall be immediately removed from participating in any activity associated
19 with this AGREEMENT. ADMINISTRATOR will determine if any repayment is necessary from
20 CONTRACTOR for services provided by ineligible person or individual.
21 D. REIMBURSEMENT STANDARDS
22 1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care
23 claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner
24 and are consistent with federal, state and county laws and regulations.
25 2. CONTRACTOR shall submit no false, fraudulent, inaccurate or fictitious claims for
26 payment or reimbursement of any kind.
27 3. CONTRACTOR shall bill only for those eligible services actually rendered which are also
28 fully documented. When such services are coded, CONTRACTOR shall use accurate billing codes to
29 accurately describe the services provided and to ensure compliance with all billing and documentation
30 requirements.
31 4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in
32 coding of claims and billing, if and when, any such problems or errors are identified.
33 E. COMPLIANCE TRAINING - ADMINISTRATOR shall make General Compliance Training
34 and Provider Compliance Training, where appropriate, available to Covered Individuals.
35 1. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals;
36 provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated
37 representative to complete all Compliance Trainings when offered.
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1 2. Such training will be made available to Covered Individuals within thirty (30) calendar days
2 of employment or engagement.
3 3. Such training will be made available to each Covered Individual annually.
4 4. Each Covered Individual attending training shall certify, in writing, attendance at
5 compliance training. CONTRACTOR shall retain the certifications. Upon written request by
6 ADMINISTRATOR, CONTRACTOR shall provide copies of the certi tications.
7
g III. CONFIDENTIALITY
9 A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any
10 audio and /or video recordings, in accordance with all applicable federal, state and comity codes and
11 regulations, as they now exist or may hereafter be amended or changed.
12 B. Prior to providing any services pursuant to this Agreement, all CONTRACTOR members of the
13 Board of Directors or its designee or authorized agent, employees, consultants, subcontractors,
14 volunteers and interns shall agree, in writing; with CONTRACTOR to maintain the confidentiality of
15 any and all information and records which may be obtained in the course of providing such services.
16 The agreement shall specify that it is effective irrespective of all subsequent resignations or terminations
17 of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees,
18 consultants, subcontractors, volunteers and interns.
19
20 IV. DELEGATION, ASSIGNMENT, AND SUBCONTRACTS
21 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in p art, without
22 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR
23 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are
24 approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as
25 they relate to the service or activity under subcontract, and include any provisions that
26 ADMINISTRATOR may require. No subcontract shall terminate or alter the responsibilities of
27 CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights
28 hereunder, either in whole or in part, without the prior written consent of COUNTY.
29 B. For CONTRACTORS which are nonprofit corporations, any change from a nonprofit
30 corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty
31 percent (50 %) of the composition of the Board of Directors within a two (2) month period of time, shall
32 be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in
33 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise
34 due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph.
35 C. For CONTRACTORS which are for - profit organizations, any change in the business structure,
36 including but not limited to, the sale or transfer of more than ten percent (10 %) of the assets or stocks of
37 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a
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I change in fifty percent (50 %) or more of CONIItACTOR's directors at one time shall be deemed an
2 assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this
3 paragraph shall be void.
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5 V. EMPLOYEE ELIGIBILITY VERIFICATION
6 CONTRACTOR warrants that it shall fully comply with all federal and state statutes and regulations
7 regarding the employment of aliens and others and to ensure that employees, subcontractors and
8 consultants performing work under this Agreement meet the citizenship or alien status requirement set
9 forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees,
10 subcontractors and consultants performing work hereunder, all verification and other documentation of
11 employment eligibility status required by federal or state statutes and regulations including, but not
12 limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently
13 exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all
14 covered employees, subcontractors and consultants for the period prescribed by the law.
15
16 VI EXPENDITURE AND REVENUE REPORT
17 A. No later than sixty (60) calendar days following termination of this Agreement,
18 CONTRACTOR shall submit to ADMINISTRATOR, for informational purposes only, an Expenditure
19 and Revenue Report for the preceding fiscal year, or portion thereof. Such report shall be prepared in
20 accordance with the procedure that is provided by ADMINISTRATOR and - generally accepted
21 accounting principles.
22 B. CONTRACTOR may be required to submit periodic Expenditure- Revenue Reports throughout
23 the term of the Agreement.
24
25 VII. FACILITIES, PAYMENTS AND SERVICES
26 CONTRACTOR agrees to provide the services, staffing, facilities, any equipment and supplies, and
27 reports in accordance with Exhibit A, to this Agreement. COUNTY shall compensate, and authorize,
28 when applicable, said services. CONTRACTOR shall operate continuously throughout the term of this
29 Agreement with at least the minimum number and type of staff which meet applicable federal and state
30 requirements, and which are necessary for the provision of the services hereunder.
31
32 VIII. INDEMNIFICATION AND INSURANCE
33 A. CONTRACTOR agrees to indemnify, defend and hold COUNTY, its elected and appointed
34 officials, officers, employees, agents and those special districts and agencies for which COUNTY's
35 Board of Supervisors acts as the governing Board ( "COUNTY INDEMNITEES ") harmless from any
36 claims, demands, including defense costs, or liability of any kind or nature, including but not limited to
37 personal injury or property damage, arising from or related to the services, products or other
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I performance provided by CONTRACTOR pursuant to this Agreement. Ifjudgment is entered against
2 CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active
3 negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that
4 liability will be apportioned as determined by the court. Neither party shall request a jury
5 apportionment.
6 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees,
7 agents, directors, members, shareholders and/or affiliates harmless from any claims, demands, including
8 defense costs, or liability of any kind or nature, including but not limited to personal injury or property
9 damage, arising from or related to the services, products or other performance provided by COUNTY
10 pursuant to this Agreement. If judgment is entered against COUNTY and CONTRACTOR by a court of
I I competent jurisdiction because of the concurrent active negligence of CONTRACTOR, COUNTY and
12 CONTRACTOR agree that liability will be apportioned as determined by the court. Neither party shall
13 request a jury apportionment.
14 C. Each parry agrees to provide the indemnifying party with written notification of any claim
15 related to services provided by either party pursuant to this Agreement within thirty (30) calendar days
16 of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation,
17 each party shall cooperate with the indemnifying party in its defense.
18 D. Without limiting CONTRACTOR's indemnification, CONTRACTOR warrants that it is self -
19 insured or shall maintain in force at all times during the term of this Agreement, the policy. or policies of
20 insurance covering its operations placed with reputable insurance companies in amounts as specified on
21 Page 3 of this Agreement. Upon request by ADMINISTRATOR, CONTRACTOR shall provide
22 evidence of such insurance.
23 E. All insurance policies except Workers' Compensation and Employer's Liability, shall contain
24 the following clauses:
25 1. "The County of Orange is included as an additional insured with respect to the operations of
26 the named insured performed under contract with the County of Orange."
27 2. "It is agreed that any insurance maintained by the County of Orange shall apply in excess
28 of, and not contribute with, insurance provided by this policy."
29 3. "This insurance shall not be cancelled, limited or non - renewed until after thirty (30)
30 calendar days written notice has been given to Orange County HCA/ Contract Development and
31 Management, 405 West 5th Street, Suite 600, Santa Ana, CA 92701 - 4637."
32 F. Certificates of Insurance and endorsements evidencing the above coverages and clauses shall be
33 mailed to COUNTY as referenced on Page 3 of this Agreement.
34 G. COUNTY warrants that it is self - insured or maintains policies of insurance placed with
35 reputable insurance companies licensed to do business in the State of California which insures the perils
36 of bodily injury, medical, professional liability, and property damage. Upon request by
37 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 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
:ost 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. Office of Management and Budget (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. Office of Management and Budget (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
nu nber, 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 La., Lb., Le., or Ld. 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.
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I XI LITERATURE
2 Any literature, including educational and promotional materials, distributed by CONTRACTOR for
3 purposes directly related to this Agreement shall indicate that CONTRACTOR's services are supported
4 by federal, state and county funds, as appropriate. For the purposes of this Agreement, distribution of
5 such literature shall include written materials as well as electronic media such as the Internet.
6
7 XII. MAXIMUM OBLIGATION
g The Aggregate Maximum Obligation of COUNTY for services provided in accordance with all
9 agreements for POD Site Planning Services is as specified on Page 3 of this Agreement. This specific
10 Agreement with CONTRACTOR is only one of several agreements to which this Aggregate Maximum
11 Obligation applies. It therefore is understood by the parties that reimbursement to CONTRACTOR will
12 be only a fraction of this Aggregate Maximum Obligation.
13
14 XIII. NONDISCRIMINATION
15 A. EMPLOYMENT
16 1. During the performance of this Agreement, CONTRACTOR shall not unlawfully
17 discriminate against any employee or applicant for employment because of his/her ethnic group
18 identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age (40 and over),
19 sexual orientation, medical condition, or physical or mental disability. CONTRACTOR shall warrant
20 that the evaluation and treatment of employees and applicants for employment are free from
21 discrimination in the areas of employment, promotion, demotion or transfer; recruitment or recruitment
22 advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training,
23 including apprenticeship. There shall be posted in conspicuous places, available to employees and
24 applicants for employment, notices from ADMRZSTRATOR and/or the United States Equal
25 Employment Opportunity Commission setting forth the provisions of the Equal Opportunity clause.
26 2. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR
27 shall state that all qualified applicants will receive consideration for employment without regard to
28 ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age
29 (40 and over), sexual orientation, medical condition, or physical or mental disability. Such requirement
30 shall be deemed fulfilled by use of the phrase "an equal opportunity employer."
31 3. In the event of non - compliance with this paragraph or as otherwise provided by federal and
32 state law, this Agreement may be terminated or suspended in whole or in part and CONTRACTOR may
33 be declared ineligible for further contracts involving federal or state funds.
34 B. SERVICES, BENEFITS, AND FACILITIES - CONTRACTOR shall not discriminate in the
35 provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of
36 ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age
37 (40 and over), sexual orientation, medical condition, or physical or mental disability pursuant to all
t
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I applicable federal and state laws and regulations, as all may now exist or be hereafter amended or
2 changed.
3 C. PERSONS WITH DISABILITIES — CONTRACTOR agrees to comply with the provisions of
4 Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.A. 794 et seq., as implemented in 45 CFR 84.1
5 et seq.), and the Americans with Disabilities Act of 1990 (42 U.S.C.A. 12101 et seq.), pertaining to the
6 prohibition of discrimination against qualified persons with disabilities in all programs or activities, as
7 they exist now or may be hereafter amended together with succeeding legislation.
8 D. RETALIATION - Neither CONTRACTOR, nor its employees or agents shall intimidate,
9 coerce, or take adverse action against any person for the purpose of interfering with rights secured by
10 federal or state laws, or because such person has filed a complaint, certified, assisted, or otherwise
11 participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights
12 secured by federal or state law.
13
14 XIV. NOTICES
15 A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
16 authorized or required by this Agreement shall be effective:
17 1. When written and deposited in the United States mail, first class postage prepaid and
18 addressed as specified on Page 3 of this Agreement or as otherwise directed by ADMINISTRATOR;
19 2. When faxed, transmission confirmed;
20 3. When sent by electronic mail; or
21 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
22 Service, or other expedited delivery service.
23 B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or as
24 otherwise directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or
25 when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other
26 expedited delivery service.
27 C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty -four (24) hours of
28 becoming aware of any occurrence of a serious nature, which may expose COUNTY to liability. Such
29 occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or
30 damage to any COUNTY property in possession of CONTRACTOR.
31 D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by
32 ADMINISTRATOR.
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35 //
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I XV. IZECORDS MANAGEMI'NT ANI) MAINTENANCE
2 A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term
3 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in
4 accordance with this Agreement and all applicable requirements.
5 B. CONTRACTOR shall implement and maintain administrative, technical and physical
6 safeguards to ensure the privacy of protected health information (PHI) and prevent the intentional or
7 unintentional use or disclosure of PHI in violation of the Health Insurance Portability and Accountability
g Act of 1996 ( HIPAA), federal and state regulations and/or COUNTY HIPAA Policies (see COUNTY
9 HIPAA P &P 1 -2). CONTRACTOR shall mitigate to the extent practicable, the known harmful effect of
10 any use or disclosure of protected health information made in violation of federal or state regulations
I I and/or COUNTY policies.
12 C. CONTRACTOR's patient records shall be maintained in a secure manner. CONTRACTOR
13 shall maintain patient records and must establish and implement written record management procedures.
14 D. CONTRACTOR shall ensure appropriate financial records related to cost reporting,
15 expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately.
16 E. CONTRACTOR shall ensure all appropriate state and federal standards of documentation,
17 preparation, and confidentiality of records related to participant, client and /or patient records are met at
18 all times.
19 P. CONTRACTOR shall make records pertaining to the costs of services, participant fees, charges,
20 billings, and revenues available at one (1) location within the limits of the County of Orange.
21 G. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR
22 may provide written approval to CONTRACTOR to maintain records in a single location, identified by
23 CONTRACTOR.
24 H. CONTRACTOR may be required to retain all records involving litigation proceedings and
25 settlement of claims for a longer term which will be directed by the ADMINISTRATOR.
26 I. CONTRACTOR shall notify ADMINISTRATOR of any Public Record Act (PRA) request
27 within twenty -four (24) hours. CONTRACTOR shall provide ADMINISTRATOR all information that
28 is requested by the PRA request.
29
30 XVI. SEVERABILITY
31 If a court of competent jurisdiction declares any provision of this Agreement or application thereof
32 to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
33 federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or
34 the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
35 in full force and effect, and to that extent the provisions of this Agreement are severable.
36
37 H
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I XVIL STATUS OF CONTRACTOR
2 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be
3 wholly responsible for the mariner in which it performs the services required of it by the terms of this
4 Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and
5 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the
6 relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR
7 or any of CONTRACTOR's employees, agents, consultants, or subcontractors. CONTRACTOR
g assumes exclusively the responsibility for the acts of its employees, agents, consultants, or
9 subcontractors as they relate to the services to be provided during the course and scope of their
10 employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be
11 entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to
12 be COUNTY employees.
13
14 XVIII. TERM
15 The term of this Agreement shall commence and terminate as specified on Page 3 of this
16 Agreement, unless otherwise sooner terminated as provided in this Agreement; provided; however,
17 CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term,
18 including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting
19 and accounting..
20
21 XIX. TERMINATION
22 A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days
23 written notice given the other party.
24 B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon
25 five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this
26 Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30)
27 calendar days for corrective action.
28 C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence
29 of any of the following events:
30 1. The loss by CONTRACTOR of legal capacity.
31 2. Cessation of services.
32 3. The delegation or assignment of CONTRACTOR's services, operation or administration to
33 another entity without the prior written consent of COUNTY.
34 D. CONTINGENT FUNDING
35 1. Any obligation of COUNTY under this Agreement is contingent upon the following:
36 a. The continued availability of federal, state and county funds for reimbursement of
37 COUNTY's expenditures, and
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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 tern of the Agreement.
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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IN WITNESS WIl1ERE01 the parties have executed this Agreement, in the County of Orange.
State of California.
I CITY OF NEWPORT BEACH
MIS
KEITH CURRY, MAYOR
TITLE: MAYOR
103MR01
APPROVED AS TO ^ FORM
� l
BY: V DATED:
XNEV D- \� CHAMP W I kit
TITLE: ASSISTANT CITY ATTORNEY
COUNTY OF ORANGE
M
HEALTH CARE AGENCY
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
DEPUTY
DATED:
DATED:
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 (1) 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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I EXHIBIT A
2 TO AGREEMENT FOR PROVISION OF
3 POINT OF DISPENSING SITE PLANNING SERVICES
4 CITY OF NEWPORT BEACH
5 JULY I, 2010 THROUGH JUNE 30, 2011
6
7 I. DEFINITIONS
g A. "Exercise" means an event designed to test and evaluate the POD site plan using the guidelines
9 set forth by Homeland Security Exercise and Evaluation Program (HSEEP) requirements.
10 B. "Health Emergency" means a situation where a potential threat to the health of the community
11 from a disease agent (i.e. Anthrax, Smallpox, Influenza, etc.) requires medication, medical supplies,
12 and/or equipment to be dispensed in mass quantity. Designation of a situation as a Health Emergency
13 requires an emergency declaration by the County Executive Officer and the Public Health Officer.
14 C. "Incumbent City" means any City developing a POD plan under a previous agreement that will
15 continue the same plan development under this Agreement. Incumbent Cities are Anaheim, Fullerton,
16 Garden Grove, Huntington Beach, Irvine, Laguna Woods, Santa Ana, and Rancho Santa Margarita.
17 D. "Incident Management Personnel" means any sworn Fire Agency, Paramedic, or Emergency
18 Medical Technician employed by any city or county agency contracted with CONTRACTOR.
19 E. "Local Emergency Management Personnel" means the designated city emergency preparedness
20 planner, and staff, that are employed by any city or county agency contracted with CONTRACTOR.
21 F. "Point of Dispensing (POD) Site" means any pre - identified location within a city and/or agency
22 designed to provide public citizens with medications, supplies, equipment, and/or other resources in the
23 event of a Health Emergency.
24 G. "Public Safety Personnel" means any sworn Law Enforcement personnel or non -sworn public
25 safety personnel that are employed by any city or county agency contracted with CONTRACTOR.
26
27 II. PAYMENTS
28 A. COUNTY shall pay CONTRACTOR, in arrears, for identifying POD Site locations and
29 developing POD site plans for responding to Health Emergencies or POD exercises. Payments shall be
30 as follows:
31 1. COUNTY shall reimburse CONTRACTOR, in arrears, for CONTRACTOR's personnel
32 costs associated with developing each POD Site Plan required in subparagraph III.C, below, to a
33 maximum of $4,500 per POD Site Plan-, provided, however, the total of such payments to all
34 participating cities does not exceed COUNTY's Total Maximum Obligation and, provided further,
35 CONTRACTOR's costs are reimbursable pursuant to COUNTY, state, and federal regulations.
36 CONTRACTOR shall provide an in -kind contribution of non - Federally funded staff time. The
37 contribution amount shall be determined by ADMINISTRATOR, but shall be no less than thirty percent
CITY OF.NEWPORTBEACH 1 of EXHIBIT
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1 (30 %). and no more than thirty five percent (35 %) of CONTRACTOR's reimbursable personnel costs.
2 Incumbent Cities shall be waived of the contribution requirement.
3 2. COUNTY shall pay CONTRACTOR, in arrears, to a maximum of $4,000 for each final
4 POD Site Plan approved by ADMINISTRATOR.; provided, however, the total of such payments to all
5 participating cities does not exceed COUNTY's Total Maximum Obligation and, provided further,
6 CONTRACTOR'S costs are reimbursable pursuant to COUNTY, state, and federal regulations.
7 3. COUNTY and CONTRACTOR may mutually agree, in writing, to amend the payment
g maximums identified in subparagraphs II.A.1 and II.A.2, above, provided, however, the total of such
9 payments to all participating cities does not exceed COUNTY's Maximum Obligation, and provided
10 further, CONTRACTOR's costs are reimbursable pursuant to COUNTY, state, and federal regulations.
11 B. CONTRACTOR's invoices shall be on forms approved or supplied by ADMINISTRATOR and
12 provide such information as required by ADMINISTRATOR. Invoices should be submitted by the tenth
13 (10th) working day of the month following the provision of services, and payments to CONTRACTOR
14 should be released by COUNTY no later than the tenth (10th) calendar day of the succeeding month.
15 C. All billings to COUNTY shall be supported, at CONTRACTOR's facility, by source
16 documentation including, but not limited to, ledgers, books, vouchers, payrolls, schedules for allocating
17 costs, journals, time sheets, invoices, bank statements, canceled checks, receipts, receiving records, and
18 records of services provided.
19 D. ADMINISTRATOR may withhold or delay any payment if CONTRACTOR fails to comply
20 with any provision of this Agreement.
21 E. COUNTY shall not reimburse CONTRACTOR for services provided beyond the expiration
22 and/or termination of this Agreement, except as may otherwise be provided under this Agreement.
23
24 III. SERVICES
25 A. CONTRACTOR agrees to assist COUNTY in planning for and responding to a Health
26 Emergency or Exercise by identifying POD Site locations within CONTRACTOR's boundaries and
27 developing individual POD Site Plan(s). CONTRACTOR shall ensure ADMINISTRATOR approves
28 each POD Site location. ADMINISTRATOR and CONTRACTOR may, upon written mutual consent,
29 agree to revise POD Site locations as necessary. Development of the POD Site Plan shall be prepared by
30 CONTRACTOR personnel and requires:
31 1. POD seminar attendance — where a POD overview, planning assumptions and staffing and
32 equipment needs are discussed.
33 2. POD Site Identification and Assessment - utilizing HCA POD site assessment form;
34 POD workshop attendance - where site maps, staff identification, resource identification, and incident
35 action plan will be developed.
36 3. Field Operations Guide (FOG) workshop attendance - planning session designed to identify
37 and develop a core group of POD site plan subject matter experts.
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4. Online POD planning modules designed to develop a secondary group of POD site plan
subject matter experts
5. Participation of at least one staff member to serve as a POD site plan subject matter expert
to validate regional POD site plans during the annual POD Exercise.
6. Development and submission of a draft POD site Incident Action Plan (IAP), which must
be approved by COUNTY that includes, but is not limited to the following Incident Command System
(ICS) and HCA forms:
a. SITE MAPS & MAPPING NOTES
b. SITE EQUIPMENT LIST
c. ICS 202 — INCIDENT OBJECTIVES
d. ICS 203 — ORGANIZATIONAL ASSIGNMENT LIST
e. SITE SECURITY PLAN
f ICS 204 — DIVISION ASSIGNMENT LIST
g. ICS 205 — COMMUNICATIONS PLAN
h. ICS 206 — MEDICAL PLAN
i. POD ORGANIZATIONAL CHART
j. ICS 215A — SITE SAFETY MESSAGE & ANALYSIS
k. ICS 221 — DEMOBILIZATION CHECKOUT
B. TIMELINES
1. CONTRACTOR shall provide staff to attend a POD Seminar by November 30, 2010.
CONTRACTOR shall submit POD Site location(s) for ADMINISTRATOR approval by
December 15, 2010.
2. CONTRACTOR shall submit the HCA POD Site Assessment form by December 30, 2010.
3. CONTRACTOR shall provide staff to attend a POD Workshop by January 31, 2011.
4. CONTRACTOR shall provide staff to attend a FOG Workshop by February 28, 2011.
5. CONTRACTOR shall ensure pertinent staff attend online training by March 30, 2011.
6. CONTRACTOR shall submit a draft POD Site Plan to ADMINISTRATOR for each
location identified in subparagraph III.B.1, above, by 3/15/2011.
7. CONTRACTOR shall submit a final HCA approved POD Site Plan to ADMINISTRATOR
for each location identified in subparagraph II.B.1, above, by 4/1/2011.
C. CONTRACTOR shall develop 2 POD Site Plans.
//
//
//
//
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