Gloria Molina
First District
Yvonne Brathwaite
Burke
Second District
Zev Yaroslavsky
Third District
Don Knabe
Fourth District
Michael D. Antonovich
Fifth District
FRED LEAF, Acting Director
COUNTY
OF LOS ANGELES
DEPARTMENT OF HEALTH
SERVICES
313 N. Figueroa, Los
Angeles, CA 90012
(213) 240-8101
October 4, 2001
The
Honorable Board of Supervisors
County of Los Angeles
383 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, California 90012
Dear Supervisors:
LOS
ANGELES FREE CLINIC AGREEMENT AND AGREEMENT AMENDMENT
(3rd District) (3 Votes)
IT IS RECOMMENDED THAT YOUR BOARD:
1. Approve and instruct the Acting Director of Health Services, or his designee, to offer for execution one new Public/Private Partnership (PPP) Program co-location agreement including Additional Provisions for primary care services at the County's Hollywood-Wilshire Health Center, substantially similar to Exhibit I, with the Los Angeles Free Clinic, effective March 1, 2002 through June 30, 2002, for a County maximum obligation of $367,886.
2. Approve and instruct the Acting Director of Health Services, or his designee, to execute Community Access Program (CAP) Amendment No. H-212051-1, substantially similar to Exhibit II, with the Los Angeles Free Clinic, effective January 1, 2002 through June 30, 2005, for a total County maximum obligation of $890,599, and FY 2001-02 maximum obligation of $354,686.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTIONS:
PPP Program for Primary Care
In approving this action, the Board is authorizing the Acting Director of Health Services, or his designee, to enter into a new PPP Program co-location agreement with Los Angeles Free Clinic (LAFC) at the County's Hollywood-Wilshire Health Center, effective March 1, 2002 through June 30, 2002.
The PPP Program for primary care services is an integral part of the restructuring of the County's health care system, and planned expansion of preventive primary care services. The recommended agreement is consistent with the goals and objectives of the Medicaid Demonstration Project for the
County pursuant to Section 1115 of the Social Security Act (Demonstration Project or 1115 Waiver), to provide expanded access to the indigent low income, uninsured patient population in Los Angeles County. Under the terms of the 1115 Waiver Extension, the Department of Health Services (DHS or Department) must provide a minimum of three million ambulatory care visits annually, 700,000 of which must be provided by PPP Program Partners.
Integrated Primary Care Services
In approving this action, the Board is authorizing the Acting Director of Health Services, or his designee, to amend agreement H-212051, with LAFC, effective January 1, 2002 through June 30, 2005. LAFC will develop and implement an integrated primary health care service network that will supplement and enhance the services provided under the CAP Agreement.
FISCAL IMPACT/FINANCING:
PPP Program
The FY 2001-02 Adopted Budget includes $55,108,301 in FY 2001-02 funding for PPP Program primary care services, which remains unchanged by this action.
The County maximum obligation for this agreement, effective March 1, 2002 through June 30, 2002, is $367,886. Funding is available in the Department's FY 2001-02 Adopted Budget.
Primary care services provided by LAFC will be reimbursed at the all-inclusive per-visit rate of $83.82 approved by the Board on March 6, 2001, and the case management fee of $27 per patient per month.
Community Access Program and Integrated Primary Care Services
On January 30, 2001, the Board approved a CAP services agreement with LAFC for a County maximum obligation of $224,753, effective upon Board approval through February 28, 2002.
The County maximum obligation for this amendment, effective January 1, 2002 through June 30, 2005, is $890,599, which is allocated by FY as follows: FY 2001-02: $354,686; FY 2002-03 $303,352; FY 2003-04: $88,717; and FY 2004-05: $143,844. The FY 2001-02 maximum obligation of $354,686 will be covered by funding in the Department's FY 2001-02 Adopted Budget.
FACTS AND PROVISIONS/LEGAL REQUIREMENTS:
PPP Program
The recommended agreement and additional provisions (Exhibit I) with LAFC is the PPP Program standard for delivery of primary care and case management services through co-location at County facility sites, effective March 1, 2002 through June 30, 2002.
DHS may terminate for convenience with a 10-day prior written notice the same as the rest of the PPP Program agreements, since this and the other PPP Program agreements will be resolicited in a Countywide RFP.
LAFC was selected in Round II of the four Request for Proposals (RFP) processes that have been conducted for PPP Program primary care services. LAFC submitted two proposals, one for the County's Hollywood-Wilshire Health Center and the other for its own sites. LAFC has been providing primary care services under a separate agreement at its two private facility expansion sites since February 4, 1997. Since LAFC and DHS will merge operations to expand the provision of no cost primary care services to the low-income, uninsured population, the co-location agreement has required extensive discussions between LAFC and DHS regarding primary care and public health services and the upgrading of the County facility. LAFC requires the additional space to meet the demand for primary care and case management services in the Hollywood-Wilshire area. DHS will continue to offer public health services. All three LAFC public and private sites are located in the Metro/Central Service Planning Area (SPA) 4.
Under this co-location agreement, LAFC's share of the space support costs (utilities, including gas, electricity, and water; trash and refuse collection; and landscaping services) for the County's Hollywood-Wilshire Health Center has been negotiated at $500 per month. Based upon currently available information, DHS has determined that the County's payments to LAFC, together with its contribution of the space support costs, is a fair and reasonable compensation for LAFC's services.
Community Access Program and Integrated Primary Care Services
On January 30, 2001, the Board accepted a grant award with the Department of Health and Human Services, Health Resources and Services Administration under the Community Access Program and approved several CAP services agreements with community coalition partners, one of which was with LAFC who serves as the fiscal intermediary for the Hollywood-Wilshire Health Coalition. The term of the agreement is January 31, 2001 through February 28, 2002, for a County maximum obligation of $224,753.
Amendment No. 1 to Agreement No. H-212051 will develop models to improve accessibility to primary care services to the low-income uninsured with incomes greater than 133 1/3% of poverty, build upon the CAP services, and integrate the primary care, case management, and social services currently provided at LAFC's two sites with the provision of primary care services to be provided at the County's Hollywood-Wilshire Health Center. Over the term of the amendment LAFC will expand and improve its psychosocial model of care for low income, high risk youth; implement a chronic condition management protocol for those with diabetes, asthma, and hypertension; improve access to specialty care; enhance its case management model and mental health services; and evaluate health outcomes and improve system efficiency through the use of the MegaWest information system in the Hollywood-Wilshire Health District. The term of the amendment is January 1, 2002 through June 30, 2005 for a total County maximum obligation of $890,599. The allocation by FY is as follows: FY 2001-02: $354,686; FY 2002-03 $303,352; FY 2003-04: $88,717; and FY 2004-05: $143,844.
Exhibits I and II have been approved as to use and form by County Counsel.
Attachment A provides additional information.
CONTRACTING PROCESS:
It is not appropriate or necessary to advertise the agreement or the amendment on the Office of Small Business' Countywide Web Site. LAFC was selected in the PPP Programs' RFP Round II to provide primary care services at County's HWHC.
IMPACT ON CURRENT SERVICES (OR PROJECTS):
The Board's approval of this recommendation will improve accessibility to health care services to the low-income uninsured in SPA 4.
When approved, this Department requires three signed copies of the Board's action.
Respectfully submitted,
Fred Leaf
Acting Director of Health Services
FL:dms
Attachments
c: Chief
Administrative Officer
County Counsel
Executive Officer, Board of Supervisors
BLETCD1255.DMS
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ATTACHMENT A
SUMMARY OF AGREEMENT AND AMENDMENT
1. TYPE OF SERVICE:
PPP Program: Primary care and case management services to the indigent low-income, uninsured patient population at County's Hollywood-Wilshire Health Center, who are at or below 133 1/3% of the Federal Poverty Level (FPL), or who are determined to be eligible General Relief (GR) recipients of the County. CAP and Integrated Primary Care Services: Enhancement of services provided to develop and implement models of care to improve service delivery to low-income patients.
2. RECOMMENDED PARTNER:
Los Angeles
Free Clinic
8405 Beverly Boulevard
Los Angeles, CA 90048
Attention: Joseph Dunn, Ph.D., Executive
Director
Telephone: (323) 653-8622 Fax: (323)
651-5026
3. TERM:
PPP Program: March
1, 2002 through June 30, 2002.
CAP and Integrated Primary Care Services: H-212051-1, January 1, 2002 through June 30, 2005.
4. FINANCIAL INFORMATION:
PPP Program:
$367,886.
CAP and Integrated Primary Care Services:
$890,599. Allocation by FY: FY 2001-02: $354,686; FY 2002-03: $303,352; FY
2003-04: $88,717; and FY 2004-05: $143,844.
5. GEOGRAPHIC AREA SERVED:
SPA 4: Metro/Central. 3rd Supervisorial District.
6. RESPONSIBLE FOR PROGRAM MONITORING:
Director, Special Projects.
7. APPROVALS:
Director,
Special Projects: Margaret Lee, Ph.D.
Contracts and Grants Division: John H.
Ricks, Chief
County Counsel (approval as to form):
Sharon A. Reichman, Senior Deputy County Counsel
EXHIBIT I
PUBLIC/PRIVATE PARTNERSHIP PROGRAM
PRIMARY CARE SERVICES CO-LOCATION AGREEMENT
LOS ANGELES FREE CLINIC AT
COUNTY'S HOLLYWOOD-WILSHIRE HEALTH CENTER
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TABLE OF CONTENTS
PARAGRAPH PAGE
1 TERM OF AGREEMENT 6
2. TERMINATION OF AGREEMENT 7
3. ADMINISTRATION, MONITORING, ACCESS, AND AUDIT . . . . . .11
4. DESCRIPTION OF SPACE, EQUIPMENT, AND FURNITURE 17
5. CONDITIONS OF SPACE, EQUIPMENT, AND FURNITURE USE 18
6. DESCRIPTION OF SERVICES 18
7 THIRD-PARTY PAYOR AGREEMENTS 19
8. ELIGIBILITY 20
9. BILLING AND PAYMENT 22
10. MEDICAL RECORDS 23
11. MEDICAID DEMONSTRATION PROJECT & REVENUE RECOVERY 23
12. SYSTEM FOR OUTPATIENT DENTAL AND SPECIALTY CARE AND ADMISSIONS/RETURN OF PATIENT FOR PRIMARY CARE 25
13. COUNTY SERVICES TO PATIENTS REFERRED BY CONTRACTOR 26
14. INDEMNIFICATION 26
15. GENERAL INSURANCE REQUIREMENTS 26
16. INSURANCE COVERAGE REQUIREMENTS. . . . . . . . . . . . . 30
17.
INDEMNIFICATION AND INSURANCE APPLICATION TO
SUBCONTRACTOR(S) 34
18. SUBCONTRACTING 34
19. COUNTY FACILITY SERVICE DELIVERY SITE -
MAINTENANCE STANDARDS 35
TABLE OF CONTENTS
PARAGRAPH PAGE
20. ADDITIONAL PROVISIONS 36
21. ALTERATION OF TERMS 36
22. AGREEMENT INCONSISTENCIES 36
23. CONTRACTOR'S OFFICES 36
24. NOTICES 37
ADDITIONAL PROVISIONS - STANDARD CONTRACT PROVISIONS
EXHIBIT A - AUTHORIZED SPACE
EXHIBIT B - EQUIPMENT AND FURNITURE INVENTORY
EXHIBIT C - CONDITIONS OF SPACE USE
EXHIBIT D - CONDITIONS OF EQUIPMENT AND
FURNITURE USE
EXHIBIT E - DESCRIPTION OF SERVICES
EXHIBIT F - BILLING AND PAYMENT
ATTACHMENT I -
HOLLYWOOD-WILSHIRE HEALTH CENTER
START-UP COSTS
EXHIBIT G - CERTIFICATION OF INDIGENCY
("COI")
EXHIBIT H - EMPLOYEE'S ACKNOWLEDGMENT OF
EMPLOYER
MANAAKB6.DMS
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Contract #
________________
Service Area: Metro/Central
County Facility: Hollywood-Wilshire Health
Center
PUBLIC/PRIVATE
PARTNERSHIP PROGRAM
PRIMARY CARE SERVICES AGREEMENT
(CO-LOCATION AT COUNTY FACILITY WITH
SUBCONTRACTORS)
THE AGREEMENT is made and entered into this ____________ day of __________________________, 2001,
by and between COUNTY OF LOS ANGELES
(hereafter "County"),
and LOS ANGELES FREE CLINIC
(hereafter "Contractor").
WHEREAS, the U.S. Department of Health and
Human Services (hereafter "DHHS" or Federal representatives) has
approved the Medicaid Demonstration Project for Los Angeles County pursuant to
Section 1115 of the Social Security Act ("Demonstration Project")
which emphasizes the delivery of "outpatient" based services versus
the traditional emphasis on inpatient services; and
WHEREAS, the Demonstration Project, among
other things, contemplates partnerships with community-based organizations to
increase access to primary care to the low-income uninsured; and
WHEREAS, County has determined that the
limited funds available under the Demonstration Project would be best used to
target services for those whose net family income is at or below 133 1/3% of
the Federal Poverty Level; and
WHEREAS, it is understood by Contractor that
the new Demonstration Project Terms and Conditions, effective July 1, 2000,
have been negotiated by County with the State of California and DHHS/Centers
for Medicare and Medicaid Services ("CMS"), formerly known as the
Health Care Financing Administration, and that it is expected that Contractor
will comply with all of the new Demonstration Project Terms and Conditions, as
they apply to Contractor, to be incorporated fully in this Agreement at a later
date; and
WHEREAS,
pursuant to California Health and Safety Code sections 1441 and 1445, County
has established and operated, through its Department of Health Services
(hereafter "DHS"), the Hollywood-Wilshire Health Center, located at
5205 Melrose Avenue, Los Angeles, California 90038 (hereafter
"Facility"); and
WHEREAS, County has suitable space which it
wishes to make available at Facility to Contractor to provide such programs
under the terms and conditions set forth herein; and
WHEREAS, Contractor is duly licensed and
certified under the laws of the State of California to engage in the business
of providing health care services as described hereunder and possesses the
competence, expertise, and personnel required to provide such services; and
WHEREAS, Contractor proposed to provide
Demonstration Project services in response to County's Public/Private
Partnership ("PPP") Program, two-step Request for Proposals for
Community-Based Primary Care Services, released by County on December 14, 1995
and February 16, 1996; and
WHEREAS, County and Contractor agree that
County's PPP Program entails an innovative relationship that is substantially
different in the level of commitment and mode of operation than either party's
traditional relationship with its vendors and suppliers; and
WHEREAS, DHS desires to participate fully
with outside health organizations such as Contractor to provide much needed
health programs to County residents; and
WHEREAS, the term "Partner" means
County, Contractor, and each of the non-County entities with which County
contracts for health services under the PPP Program; and
WHEREAS, the Partners together intend to
constitute a comprehensive, integrated, networked system of care available to
serve the low-income uninsured in Los Angeles County, and pledge to work
together through a public/private partnership association to continuously
improve this network system of care; and
WHEREAS, each Partner has agreed to:
a) Emphasize
preventive health services;
b) Use accepted standards of care in the
treatment of communicable diseases;
c) Adhere to disease reporting guidelines
required by State law;
d) Make Facility space available whenever
possible to mitigate communicable disease outbreaks upon request of County's
Health Officer; and
WHEREAS, each Partner has also agreed to
provide bilingual and culturally sensitive services suitable for the community
to be served; and
WHEREAS, each Partner has pledged within its
resources to progressively develop the network system of care as one in which a
patient, regardless of payment mode, has access to primary care providers who
in turn can arrange access to and follow the patient through whatever referral
medical care services are necessary, and to obtain appropriate and cost
effective care for the patient's diagnosis and treatment; and
WHEREAS, to accomplish this objective, each
Partner has agreed to engage in activities which may include, but are not
necessarily limited to, the following:
a) Uniform
System of Patient Identification: Establish procedures leading to a uniform
system of patient identification and admission, so that a patient presenting
identification issued by any Partner may receive expeditious care by any other
Partner;
b) Uniform Ability to Pay Standards:
Employ, wherever appropriate, substantially similar standards and criteria for
determining each patient's ability to pay for services;
c) Streamlined System of Referrals:
Establish streamlined and efficient methods by which to refer patients from
primary care Partners to dental, specialty, and inpatient care Partners, so
that the system appears to the patient to be a single, organized, efficient,
and responsive operating entity providing the full range of services, through
which the patient is reliably and appropriately served, consistent with the
patient's wishes and consent;
d) Reciprocal Data Exchange and Use:
Establish procedures, consistent with patient information confidentiality laws,
to request, send, receive, and use between the Partners, admitting, financial
eligibility, and medical data pertinent to a patient receiving services in more
than one Partner's facility;
e) Medical and Financial Data System Integration:
Work to connect, integrate, and standardize Partners' electronic information
and telecommunication system to facilitate the exchange of data among Partner
facilities; and
WHEREAS, County, in consultation with the other Partners, may establish data and reporting standards intended to enable all Partners to track the performance of the networked system of care, and each Partner may agree to submit data to the system in
accordance with the established data and
reporting standards and frequencies; and
WHEREAS, the Partners pledge to take mutual
support actions which serve to strengthen each individual Partner and the
networked system of care as a whole, for the purpose of maintaining and
improving low-income, uninsured patient access to efficient, appropriate, and
high-quality medical care; and
WHEREAS, these mutual support actions will
seek to improve the financial and operational viability of each Partner in
areas which include, but are not limited to, marketing, infrastructure
development, and training; and
WHEREAS, this Agreement is authorized by
Government Code sections 26227 and 53703, and Health and Safety Code section
1451, among others.
NOW, THEREFORE, the parties hereto agree as
follows:
1. TERM OF AGREEMENT: This Agreement
shall be effective March 1, 2002 and shall continue in full force and effect to
and including June 30, 2002, unless sooner terminated or canceled under this
Paragraph or conditions of the TERMINATION OF AGREEMENT Paragraph of this
Agreement. However, services may not commence under this Agreement until: 1)
County has completed its renovation of Facility and Facility is ready for
occupancy by Contractor; 2) Contractor is appropriately licensed to provide
primary care services at Facility; 3) County has transferred to and located at
Facility all of the equipment and furniture listed herein for Contractor's use;
and 4) Contractor has satisfied all other conditions set forth herein to assume
control of the premises.
Notwithstanding Agreement subparagraph G. of Paragraph 2,
TERMINATION OF AGREEMENT, Director of
County's Department of Health Services may cancel or terminate this Agreement
at any time, for any reason, by giving written notice to Contractor of such
cancellation or termination. That notice must be delivered to Contractor at
least ten (10) calendar days prior to the cancellation or termination date.
Written notice of such cancellation or termination must be delivered via
facsimile transmission or United States ("U.S.") mail (e.g., U.S.
Priority, U.S. Express, certified or registered, return receipt requested).
2. TERMINATION OF AGREEMENT:
A.
Notwithstanding any other provision in this Agreement, this Agreement shall be
effective and binding upon the parties in each subsequent County July 1 - June
30 fiscal year only in the event that funds for the purposes hereof are
appropriated for such County fiscal year by County's Board of Supervisors
("Board"). If such funds are not so appropriated, Agreement shall be
deemed to have terminated as of midnight, June 30 of the prior fiscal year.
B. Notwithstanding any other provision in
this Agreement, this Agreement shall be effective and binding upon the parties
in each subsequent County July 1 - June 30 fiscal year only in the event that
County's annual "continuation application" and funding for the PPP
Program have been approved by DHHS.
C.
Notwithstanding any other provision in this Agreement, the Director of County's
Department of Health Services, or his/her designee (hereafter
"Director"), may suspend this Agreement immediately if Contractor,
its agents, subcontractors, or employees are engaging in, or there is
reasonable justification to believe that Contractor, its agents,
subcontractors, or employees may be engaging in, a continuing course of conduct
which poses an imminent danger to the life or health of patients or clients
receiving or requesting services from it. Notification of any such suspension
shall be in writing. The suspension notice shall state in detail the reason(s)
for the suspension, as well as the length of the suspension [not to exceed
forty-five (45) calendar days from the date the notice is received by
Contractor].
In the event of any suspension pursuant
hereto, Contractor shall, if it requests, be provided with a reasonable
opportunity during the first ten (10) days of the suspension period to meet
with Director to discuss the reasons for the suspension. If Contractor and
Director agree upon appropriate remedial action, or if it appears that the
reasons for the suspension have been corrected, or the suspension is deemed
inappropriate, the suspension shall be lifted. If Contractor does not request
such a meeting, or if Contractor and Director are unable to agree upon
appropriate remedial action, Director shall, at the end of the ten (10) day
period, either (a) recommend to County's Board immediate termination of this
Agreement, or
(b) recommend termination of this Agreement
pursuant to the authority set forth in this Paragraph. Until County's Board
takes action on such recommendation, the suspension of the Agreement shall
continue.
D. In the event
of a material breach of this Agreement by either party, the other party may
terminate this Agreement by giving written notice of termination specifying the
material breach to the breaching party. Such termination shall be effective
immediately upon delivery of written notice of termination to the breaching
party.
E. Subparagraphs C. and D. hereof
notwithstanding, either party may terminate this Agreement, effective
immediately upon written notice to the other party, if such other party should
lose any material license, permit, or agreement required to enable such party
to perform its obligations and duties under this Agreement, or if the
Demonstration Project is terminated by DHHS or the State Department of Health
Services.
F. Subparagraphs C. and D. hereof
notwithstanding, either party may terminate this Agreement, effective
immediately upon written notice to the other party, or at a later date as may
be specified in such notice, if such other party files for bankruptcy,
insolvency, reorganization, or the appointment of a receiver, trustee, or
conservator for any of its assets, or makes an assignment for the benefit of
its creditors, which termination shall be effective immediately upon delivery
of, or on such later date as may be specified in such notice.
G. Subparagraphs C., D., E., and F. hereof
notwithstanding, either party may terminate this Agreement at any time and for
any reason, with or without cause, by giving at least thirty (30) calendar days
prior written notice of termination to the other party.
H. Following a determination by authorized officials of either the Federal or State government that any provision of this Agreement violates either Federal or State law, or both, or following a court determination that any provision of this Agreement violates either Federal or State law, or both, County may give Contractor prior written notice to terminate this Agreement within thirty (30) calendar days if the parties are unable, within the interim, to negotiate a revised Agreement that cures the violation(s).
3. ADMINISTRATION, MONITORING, ACCESS, AND AUDIT:
A. Director
shall administer this Agreement on behalf of County.
B. Contractor extends to Director, and to
State and or federal representatives, the right to monitor all aspects of
Contractor's performance under this Agreement.
1. In accordance with the applicable provisions of the Health and Safety Code, the Welfare and Institutions Code, and State regulations relating to audits, Contractor acknowledges that Director, the State Department of Health Services ("SDHS"), the State Department of General Services, the Bureau of State Audits, and federal representatives, or their designated representatives, shall have the right to enter unannounced to review and to copy, subject to the applicable provisions of State and federal law, any records and supporting documentation pertaining to Contractor's performance of this Agreement.
a. Contractor must maintain current books of accounts, records, documents, and other evidence pertaining to its managerial, financial, and operational policies, procedures, functions, and processes.
b. All records,
books of accounts, papers, and supporting documents of Contractor relating to
services provided under this Agreement shall be immediately available and open
to inspection or review, subject to the applicable provisions of federal and
State law, during normal business hours by Director, SDHS, its authorized
representatives and designees, or by other State or federal agencies with
statutory or regulatory audit authority.
c. Contractor's accounting procedures and
practices shall conform to generally accepted accounting principles. Costs
applicable to this Agreement shall be separately identifiable and readily
ascertainable. Revenue and expense records pertaining to this Agreement shall
be in sufficient detail to readily identify revenue source and all direct and
indirect costs under the provisions of this Agreement.
C. Wherever a duty of access is imposed on Contractor under this Agreement, Contractor shall have a duty to cooperate, which shall not be withheld, with Director, SDHS staff, authorized State and/or federal representatives, or their authorized designees.
1. To assure compliance with this Agreement and for any other reasonable purpose relating to the Demonstration Project, Director, the State and the federal government, and their authorized representatives and designees, shall at all times have the right of access to all areas, with or without notice, on Contractor's premises to inspect, monitor, or otherwise evaluate the work performed or being performed therein, or to elicit information regarding the performance of this Agreement or any related work. Such premises shall include all other places where duties under this Agreement are being performed.
2. For any instances of access, Contractor shall provide access to facilities and shall cooperate with and assist Director, SDHS, or federal representatives, and their designees, in the performance of their duties.
D. Unless otherwise agreed upon by Contractor and County in writing, Contractor must provide specified data upon request by Director, SDHS, or federal representatives, or their authorized designees, within ten (10) working days for monitoring purposes.
E. At all times during the period that this Agreement is in force and effect and for a period of three (3) years thereafter, unless a longer retention period is required, Contractor shall provide Director and all duly authorized representatives of the State and federal governments with full access to all related financial records, including access to individuals with knowledge of financial records. Such access shall include access to Contractor's outside auditors, internal reports (excluding attorney-client communications or personnel reports containing medical data of a personal nature), salary schedules, and full access to all additional records which bear any reasonable relationship whatsoever to this Agreement.
F. Director or such representatives may examine, audit, and copy such records addressed in subparagraph E, above, at the site at which they are located. Such access shall include both announced and unannounced inspections, on-site audits, and regular and special reports from Contractor; provided, however, that such examination and auditing of financial records be done for the purpose of assuring Director, SDHS, and/or federal agencies involved that Contractor is properly fulfilling its responsibilities according to the terms of this Agreement, and to assure that reports furnished in compliance with the provisions of this Agreement are true and correct.
G. Should an
audit or examination described in this Paragraph 3 find that Contractor is not
fulfilling its responsibilities according to the terms of this Agreement or
that reports furnished in compliance with the provisions of this Agreement are
not true and correct, Director or SDHS or federal authorities shall have the
right to invoke any remedy available under this Agreement or under law or
equity. Should any audit or examination described in this Paragraph 3 find that
Contractor has received payment to which it is not entitled under this
Agreement, such payments shall be recouped immediately by Director or SDHS or
federal authorities. In addition, based on an audit or examination, Director or
SDHS or federal authorities may seek recoupment, through offset or legal
action, following the termination, cancellation, or expiration of this
Agreement.
H. Such audits and examinations may be
conducted prior to or within five (5) years after the termination,
cancellation, or expiration of this Agreement. Contractor shall promptly notify
Director and SDHS of any request for access to information related to this
Agreement by any other governmental agency.
I. County shall conduct the reviews and monitoring activities addressed in this Paragraph 3 in accordance with the provisions set forth herein. To the extent that the County's Public/Private Partnership - General Relief Health Care Programs Provider Manual ("Provider Manual") sets forth a different schedule for the reviews and monitoring activities addressed in this Paragraph 3, the Provider Manual shall be superseded by the provisions of this Paragraph. County shall conduct all other reviews and monitoring activities at the intervals specified in the Provider Manual. Contractor hereby acknowledges receipt of a copy of the Provider Manual and agrees to abide by the standards set forth in the Provider Manual, which is incorporated herein by reference. The Provider Manual may be revised from time-to-time by Director. Any such revision shall be effective no later than thirty (30) calendar days from the date of Director's written notice. To the extent that any inconsistency or conflict exists between the language in this Agreement and the Provider Manual, the Agreement shall govern and prevail.
4. DESCRIPTION OF SPACE, EQUIPMENT, AND
FURNITURE: During the term of this Agreement, Contractor shall have
available for use the Facility space, equipment, and furniture described
respectively in Exhibit "A" ("AUTHORIZED SPACE") and
Exhibit "B" ("EQUIPMENT AND FURNITURE INVENTORY"), attached
hereto and incorporated herein by reference. Contractor and Director shall
finalize Exhibit "B" within sixty (60) calendar days following the
effective date of this Agreement. Copies of this Equipment and Furniture
Inventory, together with any supplements thereto which may be added from
time-to-time during the course of Agreement, shall be retained by each party
for the duration of Agreement, and for a period of at least five (5) years
following the expiration or prior termination of the Demonstration Project.
Except as may expressly be provided elsewhere in Agreement, Contractor accepts
such Facility space, equipment, and furniture in "as is" condition.
Contractor shall assure that such equipment shall be used only by staff who are
properly trained and who have demonstrated competence in its use.
Contractor may request Director to remove
certain equipment and/or furniture from time-to-time; such removal shall be
reflected and documented on each party's copy of the Equipment and Furniture
Inventory.
5. CONDITIONS OF SPACE, EQUIPMENT, AND FURNITURE USE: In using County space, equipment, and furniture
hereunder, Contractor shall abide by the
terms and conditions set forth in Exhibits "C" and "D",
attached hereto and incorporated herein by reference, as well as by those set
forth elsewhere under this Agreement.
Contractor agrees that County shall continue
to occupy the space designated in Exhibit "A-1", attached hereto and
incorporated herein by reference, for County staff to perform County functions.
6. DESCRIPTION OF SERVICES: In
consideration for the value of space in Facility occupied by Contractor, and
for the value of the equipment and furniture available for Contractor's use
hereunder, as well as for the County monetary payment described herein,
Contractor agrees to provide primary care services as described in Exhibit
"E", attached hereto and incorporated herein by reference, to Eligible
Patients defined in the ELIGIBILITY Paragraph, hereinbelow, and in accordance
with the payment provisions and rates specified in Exhibit "F",
attached hereto and incorporated herein by reference. Primary care services
shall be provided in a manner that is linguistically appropriate and culturally
sensitive to the community to be served and shall be available during the hours
specified in Exhibit "E".
Contractor shall keep clear records of the
number of Eligible Patients served hereunder, including the service provided.
Contractor shall record such information on a regular basis and retain same in
accordance with the RECORDS AND AUDITS Paragraph, subparagraph "A", Records
of Services Rendered, in the ADDITIONAL PROVISIONS, so that if requested,
Contractor will be able to provide such information for the duration of
Agreement and for a period of seven (7) years following the expiration or prior
termination of the Demonstration Project to Director, and to authorized State
or Federal representatives. Contractor shall provide reports of such
information to Director, upon request, in accordance with the REPORTS
Paragraph, also set forth in the ADDITIONAL PROVISIONS to this Agreement.
7. THIRD-PARTY PAYOR AGREEMENTS:
Contractor understands that County may later offer Contractor an opportunity to
provide primary care, on a capitation basis, to health care service plans,
including County's Community Health Plan, and other health maintenance
organizations ("HMO") or insurance companies for whom County is
obligated to provide medical services. Contractor promises to seriously
consider any such offer.
Contractor shall not design or implement
planned or existing agreements with any health care service plan, HMO, or
insurance company for members, enrollees, or insured patients to be treated
hereunder at Facility in such a manner as to exclude, disadvantage, or
discourage low-income uninsured patients from using Facility for treatment or
for other services, or to advantage members, enrollees, or insured patients.
8. ELIGIBILITY: No patient shall be
turned away, barred, or delayed in receiving services, based on the patient's
payor status or ability to pay.
A. For purposes
of this Agreement only, an Eligible Patient for whom Contractor may be
reimbursed hereunder is defined as an individual whose total net family income
is at or below 133 1/3% of the Federal Poverty Level ("FPL"), and who
does not have or qualify for third-party payor coverage for the services. As
such, Eligible Patients shall include patients who are General Relief
("GR") recipients of County. Visits provided to Eligible Patients
shall be counted in the manner described in Exhibit "E".
Contractor shall determine whether a patient
is an Eligible Patient for purposes of this Agreement by appropriate completion
of a County Certification of Indigency ("COI"), a self-certification
form approved by HCFA for this program, labeled Exhibit "G", attached
hereto and incorporated herein by reference. Patients or their lawful
representatives shall be required to complete a COI for the initial visit and
at least every six (6) months thereafter, unless the patient's family size and
financial circumstances change. In the event of any such change, an updated COI
shall be immediately completed. Unless verified as GR recipients of County, all
patients shall be required to complete the COI.
In the event an individual presenting for
services states his or her indigent status has been established, he or she may
submit as evidence of eligibility a copy of a current COI which includes the
date of indigency determination with the signature of: (1) a County Partner
reviewer under the PPP Program; or (2) a reviewer for any agency authorized by
Director in writing to complete COIs on behalf of residents of Los Angeles
County. Contractor, however, remains responsible to ensure that the COI is
valid and to provide services only to Eligible Patients.
In any event, all prior and current completed, signed, and dated COIs shall at all times be included in the Eligible Patient's medical record.
To the extent
the FPL is revised by DHHS, then the COI shall be automatically revised, as of
the effective date of such DHHS revision, to reflect such change. The effective
date of the COI revision in such circumstances shall be the effective date of
the Federal change in the FPL.
B. Patients with third-party coverage
include, but are not limited to, those who have or qualify for Medicare,
Medi-Cal, Healthy Families, or other types of public and private health
programs. Private insurance or HMO or prepaid health plan coverage shall also
be considered third-party coverage. Services or supplies billable to
third-parties and reimbursable by such third-parties in whole or in part may
not be billed to County hereunder.
C. Contractor shall be required to screen and
refer to appropriate County staff, all patients who may be potentially eligible
for Medi-Cal, Healthy Families, or other types of public and private health
programs.
Medi-Cal pending patients qualify to receive
services hereunder. However, services provided to them may not be billed
hereunder until the Medi-Cal application has been denied, in accordance with
the BILLING AND PAYMENT Exhibit. In addition, Director will not pay claims for
children under this Agreement until Contractor provides documentation that a
Medi-Cal application for a child has been taken and denied. A "child"
as defined by Medi-Cal is a person under 21 years old, married or unmarried,
living with parents or caretaker relative.
9. BILLING AND PAYMENT:
A. Contractor shall bill County in arrears in
accordance with the terms, conditions, and rates set forth in Exhibit "F".
Contractor shall use its own provider number in billing
third-party
payors.
B. Contractor understands that services
provided under this Agreement are funded in part by a DHHS approved
Demonstration Project. County reimbursement to Contractor is contingent upon
continuation of Federal approval of the Demonstration Project and approval of
Federal matching funds for the PPP Program and for this Agreement.
C. Contractor further understands that services funded
under this Agreement are for expanded access services to Eligible Patients above Contractor's current service delivery level to the low-income uninsured. Expanded access shall be measured by the following indicators: (1) number of Eligible Patients under the care of Contractor; (2) number of Eligible Patient visits; and (3) number of expanded hours and days of service at its contract site(s).
10. MEDICAL RECORDS: Access to
County's medical records at Facility shall be in accordance with the Provider
Manual.
11. MEDICAID DEMONSTRATION PROJECT AND
REVENUE RECOVERY: As a result of the extension of the Demonstration Project
for Los Angeles County, Contractor shall, at a minimum, be required to: (1)
participate in County's process for analyzing Contractor's eligibility for
Federally Qualified Health Center ("FQHC") status; (2) submit
application for FQHC status, if appropriate under the Operational Protocol for
the Demonstration Project;
(3) gather and report specific data such
as pharmacy utilization, visit data by payor source, and patient surveys, to
the extent reasonably practicable according to the REPORTS Paragraph under this
Agreement; and (4) offer all patients the opportunity to apply for public and
private health programs, including Medi-Cal and Healthy Families.
Both parties shall cooperate to devise other
programs or procedures consistent with this Agreement to ensure the success of
the Demonstration Project. Further, both parties shall cooperate to protect the
confidentiality of patient data and information, and shall prevent the
disclosure of such patient data and information to third parties in a manner
which would link such identifying information to a particular individual,
except as may be required by law or under the Special Terms and Conditions of
the Demonstration Project for the County of Los Angeles.
As may be mutually agreed upon by Director
and Contractor, Director may place County's eligibility staff at Facility
service site to assist both PPP Eligible Patients and non-PPP patients in close
proximity to Facility service site, with completion of the COI, Medi-Cal, and
Healthy Families applications. Director shall provide Contractor with reasonable
advance written notification prior to the placement of County's eligibility
staff, who as County employees remain for all purposes the responsibility of
County, at Facility service site. In consideration for the assistance of
County's eligibility staff with the completion of the COI, Medi-Cal, and
Healthy Families applications, Contractor shall provide each such County
eligibility staff at Facility service site with work space and access to a
telephone for purposes relating to County's eligibility staff functions set
forth above, without charge to County or its eligibility staff. Such work space
need not be for the exclusive use of County's eligibility staff. The day(s) and
hour(s) during which each such County eligibility staff is at Contractor's Facility
shall be entirely at the discretion of Director.
12. SYSTEM FOR OUTPATIENT DENTAL AND
SPECIALTY CARE AND ADMISSIONS/RETURN OF PATIENT FOR PRIMARY CARE: If
Contractor staff decide that a patient requires dental, specialty, diagnostic,
or inpatient services, County's Cluster Referral Center shall be contacted to
direct Contractor to the most appropriate provider. County Referral Center's
telephone number is: (800) 341-9211. The guiding principle is that all
patients, including Eligible Patients, shall be directed to the most accessible
and appropriate facility to promote continuity of care.
Specific policies and procedures guiding
referrals and coordination of care between County and Contractor are set forth
in County's Provider Manual.
13. COUNTY SERVICES TO PATIENTS REFERRED
BY CONTRACTOR: Notwithstanding any right of Contractor hereunder to refer
patients to County for the provision of inpatient or specialty care services
hereunder, the parties understand that the actual provision of any such services
is subject to the decision of County medical staff designated by Director to
review such referral. If any such referral is rejected by County medical staff,
Contractor medical personnel who have initiated the referral shall be contacted
by County medical staff for agreement on an alternate disposition of the
patient.
14. INDEMNIFICATION: Contractor
shall indemnify, defend, and hold harmless County and its Special Districts,
elected and appointed officers, employees, and agents from and against any and
all liability, including but not limited to demands, claims, actions, fees,
costs, and expenses (including attorney and expert witness fees), arising from
or connected with Contractor's acts and/or omissions arising from and/or
relating to this Agreement.
15. GENERAL INSURANCE REQUIREMENTS:
Without limiting Contractor's indemnification of County, and during the term of
this Agreement, Contractor shall provide and maintain, and shall require all of
its subcontractors to maintain, the following programs of insurance specified
in this Agreement. Such insurance shall be primary to and not contributing with
any other insurance or self-insurance programs maintained by County, and such
coverage shall be provided and maintained at Contractor's own expense.
A. Evidence of Insurance: Certificate(s) or other evidence of coverage satisfactory to County shall be delivered to County's Department of Health Services, Contracts and Grants Division, 313 North Figueroa Street, Sixth Floor-East, Los Angeles, California 90012, prior to commencing services under this Agreement. Such certificates or other evidence shall:
(1) Specifically
identify this Agreement.
(2) Clearly evidence all coverages required
in this Agreement.
(3) Contain the express condition that County
is to be given written notice by mail at least thirty (30) calendar days in
advance of cancellation for all policies evidenced on the certificate of insurance.
(4) Include copies of the additional insured
endorsement to the commercial general liability policy, adding County of Los
Angeles, its Special Districts, its officials, officers, and employees as
insureds for all activities arising from this Agreement.
(5) Identify any deductibles or self-insured retentions for County's approval. County retains the right to require Contractor to reduce or eliminate such deductibles or self-insured retentions as they apply to County, or, require Contractor to provide a bond guaranteeing payment of all such retained losses and related costs, including, but not limited to, expenses or fees, or both, related to investigations, claims administrations, and legal defense. Such bond shall be executed by a corporate surety licensed to transact business in the State of California.
B. Insurer
Financial Ratings: Insurance is to be provided by an insurance company
acceptable to County with an A.M. Best rating of not less than A:VII, unless
otherwise approved by County.
C. Failure to Maintain Coverage:
Failure by contractor to maintain the required insurance, or to provide
evidence of insurance coverage acceptable to County, shall constitute a
material breach of contract upon which County may immediately terminate or
suspend this Agreement. County, at its sole option, may obtain damages from
Contractor resulting from said breach. Alternatively, County may purchase such
required insurance coverage, and without further notice to Contractor, County
may deduct from sums due to Contractor any premium costs advanced by County for
such insurance.
D. Notification of Incidents, Claims, or
Suits: Contractor shall report to County:
(1) Any accident
or incident relating to services performed under this Agreement which involves
injury or property damage which may result in the filing of a claim or lawsuit
against Contractor and/or County. Such report shall be made in writing within
twenty-four (24) hours of occurrence.
(2) Any third party claim or lawsuit filed
against Contractor arising from or related to services performed by Contractor
under this Agreement.
(3) Any injury to a Contractor employee which
occurs on County property. This report shall be submitted on a County
"Non-Employee Injury Report" to County contract manager.
(4) Any loss, disappearance, destruction,
misuse, or theft of any kind whatsoever of County property, monies, or
securities entrusted to Contractor under the terms of this Agreement.
E. Compensation
for County Costs: In the event that Contractor fails to comply with any of
the indemnification or insurance requirements of this Agreement, and such
failure to comply results in any costs to County, Contractor shall pay full
compensation for all costs incurred by County.
F. Insurance Coverage Requirements for
Subcontractors: Contractor shall ensure any and all subcontractors
performing services under this Agreement meet the insurance requirements of
this Agreement by either:
(1) Contractor
providing evidence of insurance covering the activities of subcontractors, or
(2) Contractor providing evidence submitted
by subcontractors evidencing that subcontractors maintain the required
insurance coverage. County retains the right to obtain copies of evidence of
subcontractor insurance coverage at any time.
16. INSURANCE COVERAGE REQUIREMENTS:
A. General Liability Insurance (written on ISO policy form CG 00 01 or its equivalent) with limits of not less than the following:
General Aggregate: $2 Million
Products/Completed Operations Aggregate: $1
Million Personal and Advertising Injury: $1 Million
Each Occurrence: $1 Million
Fire Damage: (ADDED PER CAO/RISK MGMT.) $25,000
B. Workers'
Compensation and Employers' Liability:
Insurance providing workers' compensation
benefits, as required by the Labor Code of the State of California or by any
other state, and for which Contractor is responsible.
In all cases, the above insurance shall
include Employers' Liability coverage with limits of not less than the
following:
Each Accident: $1 Million
Disease - Policy Limit: $1 Million
Disease - Each Employee: $1 Million
C. Professional Liability: Insurance covering liability arising from any error, omission, negligent or wrongful act of Contractor, its officers or employees with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) aggregate. The coverage also shall provide an extended two-year reporting period commencing upon expiration or earlier termination or cancellation of this Agreement.
Contractor, if a
FQHC, may satisfy all or a portion of this insurance requirement by
demonstrating what professional services contemplated by this Agreement are
covered under the Federal Tort Claims Act ("FTCA"). If Contractor
claims such FTCA coverage as an acceptable substitute, Contractor shall provide
proof thereof, in the form of a letter from an authorized representative of the
Federal government, stating the extent of FTCA coverage for this Agreement, and
reflecting clearly the categories of Contractor health practitioners covered by
the FTCA.
Contractor's request shall be submitted to
Director, either before commencing services under Agreement or prior to
Contractor's conversion of its professional liability coverage under a
commercial policy to such FTCA coverage. Contractor shall promptly respond to
Director's requests for additional information required by County to evaluate
Contractor's request. County's findings with respect to any such coverage shall
be conveyed in writing by Director to Contractor within thirty (30) calendar
days of Director's receipt of Contractor's request.
D. Crime
Coverage: Insurance in an amount not less than the replacement value of the
County-owned equipment and furniture listed on the Equipment and Furniture
Inventory herein, covering against loss resulting from employee dishonesty.
Contractor shall provide a written request to Director, if Contractor wishes to
provide self-insurance in lieu of purchasing commercial insurance for such
items. Contractor shall include information justifying such request, which
shall be submitted by Director to County's Risk Manager for evaluation.
Contractor shall promptly respond to Director's requests for additional
information required by County's Risk Manager to determine Contractor's ability
to provide sufficient self-insurance to satisfy this insurance requirement.
County's Risk Manager shall respond with a written approval or disapproval
within thirty (30) calendar days of receipt of Director's submission of
Contractor's request thereof.
E. Physician Insurance Coverage:
Except in those cases where Contractor covers its employees or member
physicians under its policies of insurance, or where Contractor is a FQHC and
its employees and physicians are deemed to be covered under section 224(a) of
the FTCA, Contractor shall require each of its employees or member physicians
to separately maintain general liability and professional liability insurance
in the same amounts and limits, and with the same endorsements, as required of
Contractor by this Agreement. Evidence (certificates) of such insurance shall
be maintained at Contractor's business office and made available to authorized
representatives under this Agreement at all times upon request. Prior to the
delivery of covered services hereunder, Contractor shall provide to Director
copies of certificates of the insurance required hereunder for each employee or
member physician. If a new physician is added by Contractor, Contractor shall
provide Director with evidence (certificates) of insurance on each physician
and shall give assurance in writing to Director that such insurance is in place
and fully meets all of the conditions set forth above.
F. Employee Health Insurance: A
program providing basic health insurance coverage for full-time eligible
employees (as defined by Contractor) providing health services under this
Agreement.
17. INDEMNIFICATION AND INSURANCE
APPLICATION TO SUBCONTRACTOR(S): Contractor shall ensure that its
subcontractor(s) providing services under this Agreement meet the requirements
of the INDEMNIFICATION AND INSURANCE Paragraphs hereinabove, and shall ensure
that all subcontract documents hereunder include such requirements.
18. SUBCONTRACTING: Contractor,
with the prior written consent of Director and to the extent permitted by law,
may subcontract in writing with other individuals or entities for the provision
of professional medical services under this Agreement, so long as Contractor
remains fully and solely responsible to County for the performance of any such
services and does not abdicate or attempt to abdicate any of its contract
duties under this Agreement, and the subcontractor has no rights whatsoever to
compensation or other benefits from County under the subcontract relationship.
Contractor shall ensure that its subcontractor(s) providing services under this
Agreement meet the requirements of the ADMINISTRATION, MONITORING, ACCESS, AND
AUDIT Paragraph under this Agreement, and shall ensure that all subcontract
documents hereunder include such requirements.
Subcontract(s) shall be made in the name of
Contractor and shall not bind nor purport to bind County. The making of
subcontract(s) hereunder shall not relieve Contractor of any requirement under
this Agreement, including, but not limited to, the duty to properly supervise
and coordinate the work of its subcontractor(s).
Director agrees to provide Contractor with
written notice of approval or disapproval to subcontract with other individuals
or entities within fourteen (14) calendar days of receipt of Contractor's
written request.
19. COUNTY FACILITY SERVICE DELIVERY
SITE - MAINTENANCE STANDARDS: In addition to, and to clarify its
responsibilities under Exhibit "C" of Agreement, Conditions of Space
Use, Contractor shall assure that the Facility premises where services are
provided under provisions of this Agreement are operated at all times in
accordance with County community standards with regard to property maintenance
and repair, graffiti abatement, refuse removal, fire safety, landscaping, and
in full compliance with all applicable local laws, ordinances, and regulations
relating to the property. Except as may be specified in Exhibit "C",
any cost in connection with Contractor's performance of this obligation shall
be borne by Contractor. County's periodic monitoring visits to the Facility premises
shall include a review of compliance with the provisions of this Paragraph.
20. ADDITIONAL PROVISIONS: The
attachment labeled "ADDITIONAL PROVISIONS" is part of this Agreement
and the terms and conditions therein contained shall apply to the parties
relationship as though fully set forth herein.
21. ALTERATION OF TERMS: The body of
this Agreement, together with the ADDITIONAL PROVISIONS and attached Exhibits,
fully expresses all understandings of the parties concerning all matters
covered and shall constitute the total Agreement. No addition to, or alteration
of, the terms of this Agreement whether by written or verbal understanding of
the parties, their officers, agents, or employees, shall be valid unless made
in the form of a written amendment to this Agreement which is formally approved
and executed by the parties.
22. AGREEMENT INCONSISTENCIES: To the
extent any conflict exists between the language of the body of this Agreement,
the ADDITIONAL PROVISIONS, and the Exhibits attached hereto, then the body of
the Agreement, the ADDITIONAL PROVISIONS, and the Exhibits in the order of
their alphabetical sequence shall govern and prevail in that order.
23. CONTRACTOR'S OFFICES: Contractor's
primary business office is located at: 8405 Beverly Boulevard, Los Angeles,
California 90048. Contractor's primary business telephone number is (323)
653-8622 and facsimile/FAX number is (323) 651-5026.
Contractor shall notify in writing
County's Department of Health Services, Contracts and Grants Division, of any change
in its primary business or billing address, business telephone number, and/or
facsimile/FAX number used in the provision of services herein, at least ten
(10) calendar days prior to the effective date thereof.
If during the term of this Agreement, the
corporate or other legal status of Contractor changes, or the name of
Contractor changes, then Contractor shall notify County's Department of Health
Services, Contracts and Grants Division, in writing detailing such changes at
least thirty (30) calendar days prior to the effective date thereof. For
changes in Contractor's corporate or other legal status, the consent of County
thereto may be required in accordance with the PROHIBITION AGAINST ASSIGNMENT
AND DELEGATION Paragraph in the ADDITIONAL PROVISIONS, attached hereto, as a
condition to this Agreement continuing.
24. NOTICES: Any and all notices
required, permitted, or desired to be given hereunder by one party to the other
shall be in writing and shall be delivered to the other party personally or by
facsimile transmission or United States ("U.S.") mail (e.g., U.S.
Priority, U.S. Express, certified or registered, return receipt requested), and
addressed as follows:
A. Notices to
County shall be addressed as follows:
(1) Department of Health Services
Contracts and Grants Division
313 North Figueroa Street
Sixth Floor East
Los Angeles, California 90012
Attn: Division Chief
(2) Department of Health Services
313 North Figueroa Street
Room 904
Los Angeles, California 90012
Attn: Director of Ambulatory Care
B. Notices to Contractor shall be addressed as follows:
Los Angeles Free Clinic
8405 Beverly Boulevard
Los Angeles, California 90048
Attn: Joseph W. Dunn, Ph.D.
Executive Director
If personally delivered, such notice shall
be deemed given upon delivery. If mailed or transmitted by facsimile in
accordance with this Paragraph, such notice shall be deemed given as of the
date indicated on the facsimile transmission validation or U.S. mail receipt,
whichever applies based on mode of transmission used. Either party may
change its address for notice
purposes by giving prior written notice of
such change to the other party in accordance with this Paragraph.
IN WITNESS WHEREOF, the Board of Supervisors
of the County of Los Angeles has caused this Agreement to be subscribed by its
/
Director of Health Services, and Contractor has caused this Agreement to be subscribed in its behalf by its duly authorized officer, the day, month, and year first above written.
COUNTY OF LOS ANGELES
By __________________________________
Fred Leaf
Interim Director of Health Services
LOS ANGELES FREE CLINIC
Contractor
By __________________________________
Signature
_____________________________________
Printed Name
Title _______________________________
(AFFIX CORPORATE SEAL)
APPROVED AS TO FORM
BY THE OFFICE OF THE COUNTY COUNSEL
LLOYD W. PELLMAN
County Counsel
APPROVED AS TO CONTRACT
ADMINISTRATION:
Department of Health Services
By ___________________________
Chief, Contracts and Grants
Division
MANAAKB6.DMS
dms:10/05/2001
EXHIBIT A
CONTRACTOR LOS ANGELES FREE CLINIC
COUNTY FACILITY HOLLYWOOD-WILSHIRE HEALTH CENTER
AUTHORIZED SPACE
The authorized space (shaded areas) to be occupied by Contractor shall include that certain square footage of the total square footage of the Hollywood-Wilshire Health Center for Contractor's exclusive use as well as shared space with County, further described in Exhibit C, Conditions of Space Use, Page 1. The Hollywood-Wilshire Health Center space is depicted below:
EXHIBIT A-1
CONTRACTOR LOS ANGELES FREE CLINIC
COUNTY FACILITY HOLLYWOOD-WILSHIRE HEALTH CENTER
SPACE AVAILABLE FOR PUBLIC HEALTH FUNCTIONS
As depicted in Exhibit A, County shall occupy space not occupied by Contractor; and both County and Contractor shall have access to shared space.
EXHIBIT B
COUNTY
OF LOS ANGELES - DEPARTMENT OF HEALTH SERVICES (DHS)
EQUIPMENT AND FURNITURE INVENTORY
(PLEASE COMPLETE - TYPEWRITTEN ONLY)
Date Inventory Taken: ____________ County
Contract No. _________
(To be assigned by DHS Contracts &
Grants)
Contractor Name: Los Angeles Free Clinic
Contractor and Director shall initially
complete this Inventory within sixty (60) calendar days of County Board of
Supervisors' approval to loan County-owned equipment and furniture to
Contractor.
The County-owned equipment and furniture itemized below is located at the following Board-approved County Facility service site:
HOLLYWOOD-WILSHIRE HEALTH CENTER
5205 Melrose Avenue, Los Angeles, California
90038.
COUNTY REPLACEMENT
DESCRIPTION INVENTORY NO. QUANTITY
CONDITION VALUE
Page
___ of ___
(FOR ADDITIONAL PAGES, PHOTOCOPY AND NUMBER
ACCORDINGLY)
EXHIBIT B
COUNTY
OF LOS ANGELES - DEPARTMENT OF HEALTH SERVICES (DHS)
EQUIPMENT AND FURNITURE INVENTORY
(PLEASE COMPLETE - TYPEWRITTEN ONLY)
Date Inventory Taken: ____________ County
Contract No. _________
(To be assigned by DHS Contracts &
Grants)
Contractor Name: Los Angeles Free Clinic
Contractor and Director shall initially
complete this Inventory within sixty (60) calendar days of County Board of
Supervisors' approval to loan County-owned equipment and furniture to
Contractor.
The County-owned equipment and furniture itemized below is located at the following Board-approved County Facility service site:
HOLLYWOOD-WILSHIRE HEALTH CENTER
5205 Melrose Avenue, Los Angeles, California
90038.
COUNTY REPLACEMENT
DESCRIPTION INVENTORY NO. QUANTITY
CONDITION VALUE
Signatures:
______________________________________
______________
Contractor's Authorized Representative Date
______________________________________
______________
Print Name of Above Signature Title
______________________________________
______________
DHS Authorized Representative Date
______________________________________
______________
Print Name of Above Signature Title
Page
___ of ___
(SIGNATURE PAGE LAST)
EXHIBIT C
CONDITIONS OF SPACE USE
1. Authority for Use: Contractor is
hereby granted permission to utilize for the term of this Agreement in
accordance with the following terms and conditions, the County space identified
in Exhibit "A". Contractor may occupy such space solely for the
provision of health services in accordance with this Agreement. Contractor
understands that this space use does not constitute the conveyance by County to
Contractor of any estate or interest in real or personal property. Contractor
shall not use County's property for financing purposes.
In addition, County shall provide Contractor
with the right of first refusal to additional space that may become available
at Facility during the term of this Agreement, but only if Contractor provides
adequate consideration in return for such additional space. Any increase of
Facility space occupied by Contractor from the maximum square footage
identified below shall require the approval of County's Board of Supervisors.
The determination as to whether additional space is available shall rest solely
with County.
2. Parking: Contractor is authorized
to use up to thirty-eight (38) non-exclusive and non-reserved parking spaces at
Facility, on a first come, first served basis.
3.
Value of Space: The parties acknowledge that the total gross square
footage of Facility (including shared space) hereunder is 27,534 square feet,
and that the square footage occupied by Contractor hereunder is 17,057 square
feet (3,204 square feet for Contractor's exclusive use and 13,853 square feet
of shared space with County), i.e., sixty-two percent (62%) of the total square
footage of Facility, i.e., Contractor's maximum square footage under this
Agreement. The annual rental value of such space at Facility is One Hundred
Eighty-Two Thousand, Three Hundred Forty-Nine Dollars ($182,349), calculated as
follows: $18.00 per square foot x 3,204 square feet = $57,672 plus $18.00 per
square foot x 13,853 square feet x ½ (shared space) = $124,677. (Note: Director
and Contractor may from time-to-time mutually agree in writing to reduce
Facility space occupied by Contractor from the square footage identified above
during the Agreement term.) This space is provided to Contractor in exchange
for the provision of primary care services.
When Services commence hereunder, Contractor
shall pay County in arrears a flat fee of Five Hundred Dollars ($500) per
calendar month (or portion thereof if Agreement is earlier terminated or
canceled, and the effective date of termination or cancellation is other than
the last day of a calendar month) as its share of the following Facility space
support costs:
1) utilities, including, gas, electricity,
and water; 2) trash and refuse collection; 3) landscaping; 4) general repair
and maintenance; 5) general security; and 6) all necessary janitorial and other
housekeeping services and supplies for Facility. Each such payment shall be
made on or before the tenth (10th) day of the month subsequent to the month for
which payment is due.
However, Contractor shall not be responsible
for any County administrative overhead costs associated with Contractor's space
support costs. ("Administrative overhead costs" for purposes of this
Paragraph shall mean those administrative costs billed to County's Department
of Health Services by County's Internal Services Department for its services,
or any Indirect Cost Proposal ("ICP") costs incurred by County's
Department of Health Services.)
Director shall administer the Facility
maintenance services identified above, including the collection of Contractor's
share of Facility's space support costs. For purposes of this Paragraph,
Director's designee shall be the Area Health Officer for Facility.
In addition, Contractor shall be responsible
for its own telephone service.
Contractor, subject to the conditions defined
below, shall be responsible at its cost for improvements it may desire for the
Facility premises it occupies, except for Americans with Disability Act
("ADA") requirements which will be a County responsibility.
4. Operational Space Responsibilities: Contractor shall:
A. Keep the area
occupied in a clean and sanitary manner.
B. Conduct the authorized activities in a
courteous and professional manner; remove any agent, servant, or employee who
fails to conduct the authorized activities on the premises in the manner
heretofore described.
C. Repair any and all damage beyond normal
wear and tear to County property arising out of the conduct of the authorized
activities on the premises.
D. Maintain all existing and subsequently
County-installed security devices required for protection of fixtures and
personal property belonging to County, Contractor, and its employees, from
theft, burglary, or vandalism.
Written approval for the installation of all
personal property and fixtures on Facility premises hereunder, except office
furniture such as desks and chairs and medical equipment such as exam tables,
blood pressure cuffs, and otoscopes, must be first obtained from Director.
E. Comply with all applicable municipal and
County ordinances, and all State and Federal laws, and in the course thereof,
obtain and keep in effect all permits and licenses required to conduct the
permitted activities on the premises.
F. Assume the risk of loss, damage, or
destruction to any and all fixtures and personal property belonging to
Contractor that are installed or placed within the area occupied.
G. Upon termination of this Agreement, and
upon the written request of Director, restore the area occupied to the conditions
that existed prior to the commencement of the activities authorized by this
Agreement other than for
(1) ordinary wear and tear and damage or destruction from forces beyond the control of Contractor, and (2) approved alterations, additions, or betterments made by Contractor in accordance with Paragraph 5 hereinbelow which Director desires to retain.
5. Alterations and Improvements to
Facilities: Contractor shall not make either structural or non-structural
alterations or improvements to the Facility space utilized by it without the
prior written consent of Director and Chief Administrative Officer. Director
shall approve or disapprove such alteration, improvement, or installation
requests from Contractor within thirty (30) calendar days of receipt of
Contractor's written request. Any alterations, improvements, or installations
so approved shall be done at Contractor's expense.
In the event that Contractor proposes any
structural alteration or repair of Facility following occupancy of the Facility
premises hereunder, then, prior to the commencement of any such alteration or
repair, Contractor shall obtain the prior written approval of the plans and
specifications for such alteration or repair from Director and Chief
Administrative Officer. Director shall approve or disapprove such proposals
from Contractor within thirty (30) calendar days of receipt of Contractor's
written request. Director may condition his/her approval upon posting of such
performance and labor and material bonds (with County named as an additional
obligee) at Contractor's expense, to assure the satisfactory and timely
completion of the proposed alteration or repair.
During the construction of any
improvements, course of construction (Builder's Risk) insurance providing
Special Form ("all-risk") coverage, and including flood and
earthquake, shall be provided covering Contractor's interests and any County
materials, equipment, and furnishings, in an amount equal to one hundred
percent (100%) of the then full replacement cost of Contractor's interests and
County materials, equipment, and furnishings. Coverage shall be written on a
completed value basis, and include builder's risk renovations, breach of
warranty, debris removal (including compliance with applicable legal
requirements), pollutant clean-up and removal, preservation of property,
collapse during construction, and theft. The policy or policies shall have an
aggregate deductible of no greater than five percent (5%).
In the event that the estimated cost of any
such alteration or repair, including labor and material, exceeds Ten Thousand
Dollars ($10,000), then such alteration or repair may be subject to the
competitive bidding requirements of State law.
Plans and specifications for alterations or
installation of equipment may also require Office of Statewide Health, Planning
and Development approval.
The performance of any such alteration or
repair shall be subject to the State Constitution, and Federal and State
statutes and regulations, including but not limited to, the prevailing wage and
hour provisions of the California Labor Code, local laws and codes, and County
ordinances, as well as the prior written approval of Director. Any alteration
or repair of County premises hereunder shall become County property, or at
Director's sole election, County may require Contractor, at Contractor's
expense, to restore County premises to the condition as existed prior to any
such alteration or repair, except for normal wear and tear and any improvement
approved by County.
All personal property, fixtures, and
equipment, which are not owned by County and which have been installed or
placed by Contractor on the premises, shall be removed by Contractor by the
expiration or termination date of this Agreement. In the event of failure to
remove such property or fixtures in accordance herewith, title to such property
or fixtures shall vest in County, or County may elect to have such property or
fixtures removed and stored, the cost of which shall be borne by Contractor. At
Director's written request, Contractor shall restore premises to the original
condition, except for normal wear and tear and any improvement approved by
County.
Except as noted above, all permanent
alterations, additions, or betterments to the premises furnished by Contractor
or by County during the term of this Agreement shall remain the property of
County upon the termination of this Agreement.
6. Title: Contractor hereby
acknowledges the title of County in and to the premises and covenants and
agrees never to assail, contest, or resist said title.
7. Occupancy: While this Agreement
confers on Contractor permission to occupy the space described herein in
accordance with the terms and conditions hereinabove specified, it does not
grant or reserve to Contractor any other interest or estate therein.
8. Right to Entry: The premises
described herein shall be open to the inspection of authorized County
representatives at any time; however, Director shall use his or her best
efforts to notify Contractor as soon as possible of the entry.
9. Administration of County Space:
County does not grant or delegate to Contractor hereunder any of its
governmental powers (statutory, implied, administrative, or otherwise) with
respect to County space which is the subject of this Agreement.
10. Authority to Stop: In the event
Director finds that any activity conducted by Contractor on County premises
endangers the health or safety of County patients, County personnel, or others,
Contractor shall forthwith cease such activity. In addition, Director may close
or secure the premises where the activity has been conducted until the
endangering activities cease.
11. Acknowledgment of Ineligibility for
Relocation Assistance: Contractor expressly acknowledges that Contractor
will be situated upon the premises as a result of County's previously acquired
property interest. In recognition of such fact, Contractor hereby disclaims any
status as a "displaced person" as such is defined in Government Code
section 7260, and hereby acknowledges its ineligibility for relocation
assistance as provided in Government Code sections 7260 through 7277.
12. Surrender of Premises: Upon
termination or expiration of this Agreement, Contractor shall vacate the
County-owned space described in Exhibit "A".
13. Equipment, Supplies, Staffing:
Except as otherwise may be expressly noted herein, Contractor shall furnish all
furniture, equipment, supplies, and staff required to provide services
hereunder.
14. Damage to County Facilities, Building,
or Grounds:
A. Contractor shall repair, or cause to be repaired, or make due diligent efforts to begin such repair beyond normal wear and tear, at its own cost, any and all damage to County facilities, buildings, or grounds caused by Contractor, employees of Contractor, or persons or companies making pick-ups from or deliveries to Contractor. Such repairs or due diligent efforts to begin such repairs shall be made immediately after Contractor has become aware of such damage, but in no case later than thirty (30) calendar days after the occurrence.
B. If Contractor
fails to make timely repairs, County may make any necessary repairs. All costs
incurred by County for such repairs shall be repaid by Contractor by cash
payment within thirty (30) calendar days of the date of Director's invoice
thereof or, at Director's discretion, may be set-off against any payments which
County may owe Contractor.
15. Capital Expenditures: Except for
damage caused
by Contractor, its staff and personnel, or persons or companies making pick-ups from or deliveries to Contractor, Contractor's obligation to repair and maintain Facility as stated hereunder shall not include capital expenditures. For purposes of this Agreement, capital expenditures are defined as those which: 1) extend the useful life of the Facility; and 2) exceed $10,000 in labor and materials to repair or replace Facility building systems, e.g., roofing, heating, air conditioning, electrical, and plumbing. This provision is not intended to impose on County any obligation to make capital expenditures.
16. Taxes:
A. County shall have no liability or responsibility for any taxes, including, but not limited to, sales, income, or property taxes, which may be imposed in connection with or resulting from this Agreement or Contractor's performance hereunder. Subject to any exemptions to which Contractor may be legally entitled, Contractor shall have liability and responsibility for all such taxes, including any which may be levied or assessed upon the personal property and fixtures belonging to County.
B. Contractor understands
and agrees that the rights granted by this Agreement to occupy County property
may create a possessory interest subject to real property taxation or
assessment thereon, or both, and that Contractor shall pay any such tax or
assessment unless any exemptions
to which Contractor may be legally entitled
removes such liability.
17. Renovations, Building Systems, Code Requirements:
A. County shall ensure that any Facility renovations being done by County will be completed and a certificate of occupancy issued by the appropriate governmental agency prior to Contractor's occupation of Facility and commencement of services. Correction of any construction defects shall be County's responsibility.
B. County shall ensure that all Facility building systems are in good working order, before Facility is occupied by Contractor, including but not limited to: heating, air conditioning and ventilation; plumbing; electrical; roof membrane, and roof covering; parking lots, walks, fences, and walls; glass, doors, and windows; and landscaping and sprinklers. If any Facility building systems are not in good working order, County shall correct same at its sole expense.
C. County shall ensure that before Facility is occupied by Contractor, and during the term of this Agreement, Facility is in compliance with all applicable building codes, including, but not limited to, ADA requirements. Contractor shall take no action while in possession of the Facility premises hereunder that place Facility in violation of any applicable building code, including, but not limited to ADA requirements.
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EXHIBIT D
CONDITIONS FOR
USE OF COUNTY-OWNED EQUIPMENT AND FURNITURE
AT COUNTY FACILITIES
1. Equipment and Furniture Maintenance:
Contractor shall maintain, repair, and provide regular preventive maintenance
and cleaning for all County-owned equipment and furniture located in
Contractor's premises at Facility and made available for Contractor use for
primary care services under this Agreement.
Contractor shall assure that County-owned
equipment and furniture shall be used only by staff who are properly trained
and who have demonstrated competence in its use.
Contractor shall respond immediately to all
malfunctions of the equipment and furniture to make necessary repairs, but only
as long as such equipment and furniture have remaining useful life. Contractor
shall maintain a repair log documenting dates of service and repair calls, and
shall maintain regular preventive maintenance schedules for servicing,
cleaning, and checking the equipment and furniture for possible malfunctions,
under manufacturer's warranty or otherwise.
2. Inventory of Equipment and Furniture:
A. Initial and Supplemental Inventories: Such County-
owned equipment and furniture is listed in Exhibit "B", County of Los Angeles Department of Health Services Equipment and Furniture Inventory ("Inventory"), attached hereto. Within sixty (60) calendar days of County Board of Supervisors' ("Board") approval to loan County-owned equipment and furniture to Contractor, Contractor and Director shall complete the Inventory, using Exhibit "B", for all County-owned equipment and furniture (both "medical" and "office") located in Contractor's premises at Facility which may be used by Contractor. The Inventory shall be dated and signed by Director and Contractor.
For
each such item on the Inventory, the specific condition as agreed upon by
Director and Contractor will be indicated. The Inventory may be periodically supplemented
and dated and signed by Director and Contractor to include any additional
equipment and furniture which Director may wish to loan Contractor, if County's
Board has first approved such use by Contractor.
Contractor may return any such equipment and
furniture to Director from time-to-time during the term of this Agreement upon
reasonable advance written notice to Director, and such returned items shall be
removed from the Inventory and reflected accordingly on a supplemental
Inventory dated and signed by Director and County.
Contractor shall bear the responsibility and
related costs for removing any such equipment and furniture located in
Contractor's premises at Facility and returning same to County site(s)
designated by Director, in the same condition specified in the Inventory, less
consideration for normal wear and tear, and, if it is not, Contractor shall
reimburse County at its costs for repairing or replacing same at its actual
cash value, as determined by County's Purchasing Agent (i.e., replacement value
less depreciation equals actual cash value), for any damaged or missing County
equipment and furniture, or Director, at his/her option, may deduct such cost
from any sums due Contractor from County (unless the damage was due to
earthquake or flood). Director and Contractor shall mutually agree to the
date(s) for delivery to County of the returned items.
Copies of the original Inventory, together with any executed supplements thereto which may be added to the original Inventory from time-to-time during the course of the Agreement, shall be retained by each party for the
duration of
Agreement term, and for a period of at least five (5) years following the
expiration or prior termination of the Demonstration Project.
B. Final Inventory and Return of Equipment
and Furniture: At the expiration or prior termination of this Agreement, a
final Inventory shall be prepared in writing by Director and Contractor; and
Contractor shall reimburse County at its costs for repairing or replacing any
damaged or missing County equipment and furniture at its actual cash value, as
determined by County's Purchasing Agent (i.e., replacement value less
depreciation equals actual cash value), or Director, at his/her option, may
deduct such cost from any sums due Contractor from County (unless the damage
was due to earthquake or flood).
At the expiration or prior termination of
this Agreement, Contractor shall be entitled to remove equipment and furniture
given to Contractor by third-parties or purchased and installed by Contractor,
provided however, that Contractor shall restore premises to the original
condition excepting normal wear and tear.
At the expiration or prior termination of
this Agreement, Contractor shall provide Director with immediate access to, and
possible removal by County staff of, any and all County equipment and furniture
reflected on the Inventory and any updates thereto.
Director may
conduct periodic physical inventories or examinations of County-owned equipment
and furniture located in Contractor's premises at Facility during the term of
this Agreement.
3. Proprietary Interest Retained by County:
A. Proprietary Interest: In accordance
with all applicable Federal, State, and County laws, ordinances, rules,
regulations, manuals, guidelines, and directives, County shall retain all
proprietary interest, except for use during the term of this Agreement, in all
County equipment and furniture loaned to Contractor hereunder. Upon the
expiration or earlier termination of this Agreement, the discontinuation of the
business of Contractor, the failure of Contractor to comply with any of the
provisions of this Agreement, the bankruptcy of Contractor or its giving of an
assignment for the benefit of creditors, or the failure of Contractor to
satisfy any judgement against it within thirty (30) calendar days of filing,
County shall have the right to take immediate possession of all such equipment
and furniture, without any claim for reimbursement whatsoever on the part of
Contractor. Director, in conjunction with Contractor, shall place identifying
labels and inventory control numbers on all such County property indicating the
proprietary interest of County, and Contractor shall not remove such labels or
control numbers. Contractor shall not use such equipment or furniture for
financing purposes.
B. Inventory,
Records, and Controls: Contractor shall continuously maintain an accurate
and complete Inventory, records, and controls for all County-owned equipment
and furniture loaned to Contractor and designated for the provision of services
hereunder.
C. Protection of County Property:
Contractor shall take all reasonable precautions to protect all equipment and
furniture loaned by County hereunder, against damage or loss by fire, theft,
burglary, vandalism, and malicious mischief. During the term of Agreement and
until its return to County, Contractor shall maintain, repair, protect, and
preserve said equipment and furniture to assure its full availability and
usefulness for the performance of services under this Agreement.
All such equipment and furniture shall be
used only for the performance of services under this Agreement.
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EXHIBIT E
DESCRIPTION OF SERVICES
1.
Primary Care: Primary care is the provision of integrated, accessible
health care services by clinicians who are accountable for addressing a large
majority of personal health care needs, developing a sustained partnership with
patients, and practicing in the context of family and community.
Primary care includes health promotion, disease
prevention, health maintenance, counseling, patient education, emphasis on the
biopsychosocial approach to patient care, and diagnosis of acute and chronic
illnesses in an office or clinic.
Primary Care Services is defined as
coordinated and comprehensive health care, available both on a first contact
and continuous basis in an outpatient setting. Primary care providers may
include general or family practitioners, internists, obstetricians,
pediatricians, and mid-level practitioners such as physician assistants, nurse
practitioners, and midwives. Primary care emphasizes the patient's general
health needs as opposed to a more specialized or fragmented approach to medical
care and incorporates at a minimum the following:
a.
Medical diagnosis and treatment;
b. Age appropriate immunizations and
examinations;
c. Communication
of information about diagnosis,
treatment, prevention, and prognosis;
d. Maintenance of patients with chronic illness;
e. Prevention of disability and disease through detection, education, persuasion, and preventive treatment; and
f. Case management.
The primary care provider shall initiate
referrals for follow-up care or diagnosis to specialists, as appropriate, and
maintain continuity of patient care.
Primary care shall be available to Eligible
Patients, both male and female, of all ages whose total net family income is at
or below 133 1/3% of the Federal Poverty Level ("FPL"). For
categorization purposes only, primary care may include services such as family
planning, perinatal, pediatric, and adult ambulatory care services.
2. Definitions: The following
definitions shall guide both parties in the "counting" of
"visits", and determining billable and non-billable services
hereunder.
A. Visit: A visit is defined as a face-to-face encounter between a patient and a licensed, registered, or certified health care provider who exercises independent judgement in the provision of preventive, diagnostic, or treatment services. A visit shall include diagnosis and medical treatment services, including any ancillary services that are needed as a result of the visit. For a health service to be defined as a visit, the contact and provision of the health service must be recorded in the patient's record. Telephone communications/consultations shall not be considered a face-to-face encounter.
To meet the
visit criteria for independent judgement, a clinic provider must be acting
independently and not assisting another provider.
B. Case Management: Case management
includes the coordination of all medical services, both primary and specialty,
and arrangements for hospitalization, post discharge, and follow-up care. Case
management services shall include the use of innovative approaches in service
delivery (including, but not limited to, telephone access to after-hours nurse
for clinical consultation and direction, health education classes on diabetes,
asthma, or hypertension management as well as symptom management, social
services, and referrals for benefits counseling) that are outcome-oriented and
stress the maintenance of the patient's condition. For a case management
episode to be defined as a valid encounter, the contact and provision of the
health service must be recorded in the patient's record. Case management
services shall NOT include calling the after-hours nurse for any purpose other
than clinical consultation. For purposes of determining Contractor's right to a
case management fee under this Agreement, reimbursable case management services
for a patient shall include only the following:
CASE MANAGEMENT PROCEDURES
CURRENT PROCEDURAL TYPE OF SERVICE
TERMINOLOGY
("CPT") CODE#
TEAM CONFERENCES
CPT Code 99361 Medical conference by a licensed, registered, or certified health care provider with interdisciplinary team of health professionals or representatives of community agencies to coordinate activities of patient care (patient not present). Expected duration 30 minutes. (Health education classes, with the patient present, are also included under this CPT Code Section.)
CPT Code 99362 Team conferences of approximately 60 minutes concerning the patient.
TELEPHONE CALLS
CPT Code 99371 Telephone call by a licensed, registered, or certified health care provider to patient or for consultation or medical management or for coordinating medical management with other health care professionals (e.g., nurses, therapists, social workers, nutritionists, physicians, pharmacists); simple or brief (e.g., to report on tests and/or laboratory results, to clarify or alter previous instructions, to integrate new information from other health professionals into medical treatment plan, or to adjust therapy).
CPT Code 99372 Intermediate (e.g., to provide advice to an established patient on a new problem, to initiate therapy that can be handled by telephone, to discuss test results in detail, to coordinate medical management of a new problem in an established patient, to discuss and evaluate new information and details, or to initiate a new plan of care).
CPT Code 99373
Complex or lengthy (e.g., lengthy counseling session with anxious or distraught
patient, detailed or prolonged discussion with family members regarding
seriously ill patient, lengthy communication necessary to coordinate complex
services of several different health professionals working on different aspects
of the total patient care plan).
Only patients who are current General Relief
("GR") recipients of County or who are diagnosed by a
physician as having one or more of the following ambulatory care-sensitive
medical conditions shall entitle Contractor to receive the case management fee
set forth in the Billing and Payment Exhibit: asthma, cellulitis, congestive
heart failure, diabetes, hypertension, kidney infection, pneumonia, and
pregnancy.
If ancillary
services are prescribed or ordered by Contractor for a patient in connection
with any of the case management procedures described hereinabove, Contractor
may not separately bill County therefor. Any such services are covered as part
of, and under the fixed case management fee payable to Contractor under this
Agreement.
C. Ancillary Services: Any ancillary
services (laboratory/pharmacy/medical supplies/radiology) provided during a
visit or as a result of a visit are considered part of the visit and are
reimbursed as part of the all-inclusive per visit rate set forth in the Billing
and Payment Exhibit. Ultrasound procedures are included in the radiology
procedures contemplated hereunder, while CT and MRI are excluded. Patients or
their families shall not be charged for ancillary services (or for any primary
care services). If ancillary services are not available on-site, Contractor
shall have a written service agreement with entities that have agreed to
provide the services.
D. Non-Countable Visits: Services such
as drawing blood, collecting urine specimens, performing laboratory tests,
taking x-rays, filling or dispensing prescriptions, do not constitute a visit,
and shall not be counted as such. Podiatry, dental, chiropractic, mental
health, immunization, and Mantoux testing services are not billable visits
hereunder under any circumstance.
3. Staffing: Contractor shall
provide a sufficient number of providers who are linguistically and culturally
competent. For constituencies amounting to ten (10) percent or more of
Contractor's patient population at Facility, such linguistically competent
staff shall be available to provide translation services. Linguistically and
culturally appropriate patient education material shall also be available to
Contractor's patients.
4. Access to Services: Contractor
shall not design or deploy programs in such a manner as to exclude or
disadvantage low-income uninsured patients or to advantage patients with
third-party payors or financial means.
To modify utilization patterns toward primary
and preventive care, Contractor shall work towards offering services in time
frames and formats most conducive to the utilization of primary and
preventative care by low-income uninsured patients. These may include:
a. Evenings and weekend services;
b. Walk-in services;
c. Same day appointments for urgent problems;
and
d. Outreach to difficult to reach
populations.
5. Hours of Service: Unless Contractor
has the prior written consent of Director to change its clinic service site
hours or days of operation indicated below, such hours and days of operation
shall be continuously maintained by Contractor throughout the Agreement term.
This general obligation, however, shall not apply when such changes are beyond
the reasonable control of Contractor.
Proposed changes by Contractor in its
clinic service site hours and days of operation under this Agreement, including
a proposed closure of the clinic for a holiday which is not recognized by
County as an official holiday, must be communicated by Contractor in writing to
Director at least thirty (30) calendar days prior to the planned implementation
of the change. Director may at his or her sole discretion reject any such
proposed change. Before granting any such change, Director must find in writing
that the delivery of Agreement services at the site will not be adversely
impacted by the change. Director shall respond to Contractor in writing with
his or her decision at least fourteen (14) calendar days prior to the proposed
implementation date of the change.
If the above procedures have not been
followed, and a change in its clinic service site hours or days of operation is
made by Contractor without Director's authorization, Contractor shall be
assessed by Director an amount of Fifty Dollars ($50) for the first day and One
Hundred Dollars ($100) for the second day and every day thereafter as
liquidated damages, and not as a penalty, for each regular County day of business
following such change. Such assessment shall continue until the clinic service
site has either returned to the former hours and days of operation under
Agreement or received written authorization from Director to proceed with the
new hours and days of operation. Contractor shall pay County such assessment
forthwith upon receipt of a County billing therefor, or Director, at his or her
sole discretion, may credit such amount against billings for Agreement services
received from Contractor.
For purposes of this provision, County's
current official holidays are: New Year's Day, Martin L. King, Jr. Day,
Presidents' Day, Memorial Day, Fourth of July, Labor Day, Columbus Day,
Veterans' Day, Thanksgiving Day and the day after, and Christmas Day.
Contractor understands the importance to
County of maintaining the availability and accessibility to its indigent and
poor residents of the primary and preventive health care services contemplated
by this Agreement; it is a contract program principally designed to lessen this
underserved population's need for critical acute and emergency care in the
County's hospitals.
6. Public Health Services: Contractor shall cooperate with Director during communicable disease out-breaks, back-to-school immunization drives, traveling STD team efforts, or other public health emergencies.
7. Referral and Notification: If at any time, for any
reason, Contractor closes its practice to
new PPP Eligible Patients, it shall: (1) notify the Office of Ambulatory Care
("OAC") in writing thereof, at least fourteen (14) calendar days in
advance; (2) refer each such Eligible Patient to the nearest PPP provider,
either private or County, who will accept the patient, and who is acceptable to
the patient; and (3) report to the OAC monthly in writing, as specified in the
Provider Manual, the number of Eligible Patients so referred, i.e., those who
were not seen when they presented for care at Contractor's service site.
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Exhibit E
(Co-Location)
SERVICE SITE INFORMATION FORM
CONTRACTOR LOS ANGELES FREE CLINIC
COUNTY FACILITY HOLLYWOOD-WILSHIRE HEALTH CENTER
5205 Melrose Avenue, Los Angeles, CA 90038
Site Operations - Hours of Service (Effective when services commence.)
Regular Hours Days of the Week:
Hours:
Evening Hours Days of the Week:
Hours:
Weekend Hours Days of the Week:
Hours:
On-Site Laboratory Hours Days of the Week:
Hours:
On-Site Pharmacy Hours Days of the Week:
Hours:
On-Site Radiology Hours Days of the Week:
Hours:
EXHIBIT F
BILLING AND PAYMENT
1. Electronic Billings to County:
Contractor shall submit to County's Claims Adjudicator (as designated in
Provider Manual) data elements substantially similar to those found on the
Centers for Medicare and Medicaid Services ("CMS"), formerly known as
the Federal Health Care Financing Administration ("HCFA") Form 1500,
Form UB-92, or other form approved by Director ("Billing Form") as
required by Director. Such data shall be submitted electronically for each
primary care visit provided to an Eligible Patient monthly in arrears, not to
exceed sixty (60) calendar days following the date of service, unless the
patient was a Medi-Cal pending patient for whom Medi-Cal was denied, in which
case, the billing shall be submitted within sixty (60) calendar days of
Medi-Cal denial. None of Contractor's physicians or other providers shall
separately bill County or Eligible Patients or their families for services
hereunder.
2. Manual Billings to County: If
electronic billing between Contractor and County's Claims Adjudicator is not
operational, Contractor shall bill County's Claims Adjudicator manually using
the Billing Form completed in duplicate. All manual information must be
submitted on a Billing Form, as
approved by Director, and shall follow the
same billing time frames identified in Paragraph 1 of this Exhibit. Contractor
shall retain one billing copy for its own records and shall forward the
original billing copy to Director.
3. Implementation and Initial Billings:
Immediately following approval of this Agreement by County's Board of
Supervisors, Director and Contractor shall meet to clarify the details of
required billing information, format, procedures, and to determine electronic
or manual implementation. For Contractor services rendered during the first
sixty (60) calendar days of the Agreement term, Contractor may have an
additional thirty (30) calendar days beyond the usual sixty-day (60) day time
frame in which to submit billings, whether electronic or manual, to County.
4. Billing Guidelines: Contractor
shall follow the billing guidelines contained in this Exhibit and as set forth
in the Provider Manual, as referenced in the body of this Agreement. Addresses,
both electronic and U.S. mailing, for billing of County are also reflected in the
Provider Manual.
5. County's Manual Reprocessing of
Contractor's Late Claims: If requested by Contractor, Director shall
reprocess denied late claims of Contractor as defined under this Agreement. If
the claims were denied through no fault of County or County's Claims
Adjudicator, Contractor shall pay County the appropriate County contract,
per-claim fee billed County by County's Claims Adjudicator. Contractor has
heretofore been advised by Director of the current fee charged to County.
Contractor shall be billed by Director for denied claim reprocessing on a
monthly basis, with payment due to County within thirty (30) calendar days of
the date on County's invoice. If payment is not received by County in a timely
manner, Director may exercise his or her discretion to withhold the
reprocessing fee from the usual monthly payments for Contractor services under
this Agreement as a set-off.
6. Records: Subject to the
conditions and terms set forth in the body of Agreement, Contractor agrees to
make all billing, eligibility, and medical records immediately available and
open to inspection and review, subject to the applicable provisions of federal
and State law, during normal business hours, to Director and authorized State
and Federal representatives, for inspection, audit, and copying.
Such records shall be retained in accordance
with the RECORDS AND AUDITS Paragraph, subparagraph "A", Records
of Services Rendered, of the ADDITIONAL PROVISIONS of this Agreement.
7. County's Fiscal Year Reimbursement:
Subject to the County's Fiscal Year Maximum Obligation Paragraph of this
Exhibit, Contractor shall be reimbursed at: (1) the all-inclusive rate
of $83.82 per office/clinic visit, covering primary care services,
including any ancillary services (as defined under this Agreement) needed
during or as a result of the visit; and (2) the case management fee of $27 per
patient per month for each patient who: (a) is a General Relief recipient or
who has an ambulatory care-sensitive condition, as defined under this
Agreement; and (b) has received case management procedures during such
month, also as defined under this Agreement, so long as such case management
procedures are necessitated under or arise from a plan of care for the patient
developed during or as a result of a primary care service visit to Contractor.
(Although a patient may receive more than one case management service during a
calendar month, Contractor shall only be entitled to payment of one case
management fee that month.) In addition to all other applicable requirements in
this Agreement, Contractor shall also detail by CPT code on its billing to
County the precise nature of the case management services it has provided.
Monthly payments shall be made by Director
only after receipt of Contractor's billing using a Billing Form or electronic
format to document and support patient services provided by Contractor under
this Agreement. Following receipt of a complete, correct, and timely Billing
Form or electronic billing, Director shall pay Contractor in accordance with
its normal accounts payable procedures.
If Director determines at any time that
Contractor has been overpaid, following Director's written notice, the amount
of the overpayment shall be paid immediately by Contractor to County.
If Director determines that Contractor has
been underpaid, the amount of the underpayment shall be paid immediately to
Contractor. However, County shall not pay to Contractor an amount in excess of
County's maximum obligation under this Agreement, except as may be expressly
specified elsewhere in Agreement.
8. Pharmacy: When required by an
Eligible Patient, drugs or medications, and medical supplies, prescribed by Contractor
(prescription and over-the-counter) shall be available without charge to the
Eligible Patient or County. Drugs or medications and medical supplies
(prescription and over-the-counter) whether dispensed or filled by Contractor
or an outside pharmacy entity, are the responsibility of Contractor. The
recommended County Department of Health Services Core Formulary is included in
the Provider Manual.
9. Medi-Cal Pendings: Contractor shall
not bill County for Medi-Cal pending patients until the Medi-Cal application
has been denied.
10. Patient Billings: Contractor shall
not bill Eligible Patients hereunder, but may accept voluntary donations from
Eligible Patients or their families, provided that such donations are not
linked to the receipt of services nor are a condition of receipt of services
hereunder.
11. Third-Party Billings:
Contractor shall use its own provider number for purposes of billing
third-party payors. Contractor shall not bill County for services or supplies
which are reimbursable, in whole or in part, by a third-party payor, or
covered, in whole or in part, by another Federal, State, or County program,
grant, or contract.
12. County's Fiscal Year Maximum
Obligation: County's reimbursement to Contractor effective March 1, 2002
through
June 30, 2002, shall not exceed County's
maximum obligation of Three Hundred Sixty-Seven Thousand, Eight Hundred
Eighty-Six Dollars ($367,886), with a monthly contract sum not to exceed
Ninety-One Thousand, Nine Hundred Sixty-Seven Dollars ($91,967). Notwithstanding
the foregoing monthly contract sum limitation, contractor shall be permitted,
in the first month of service hereunder (March 1, 2002 through March 31, 2002)
to use funding equivalent to up to two monthly contract sums, if necessary, to
meet patient service demand.
In the event that Contractor expends all or
part of the second month's maximum obligation in the first month of service,
Contractor acknowledges that it shall receive additional funding to offset its
use of all or part of that funding only to the extent that County has
sufficient funding to reallocate under the terms and conditions set forth in
the Funding Reallocation of County's Fiscal Year Maximum Obligation
Under This Agreement and Other PPP Program Contracts and County Fiscal
Year Look-Back Reallocation provisions under this Agreement.
In the event that Contractor fails to expend
its full monthly contract sum in any one month of service during the term of
this Agreement, Contractor shall be permitted to carry the unexpended funding forward
into future months of service. However, in no event is Contractor to exceed the
maximum obligation stated herein.
13. Funding Reallocation of County's
Fiscal Year Maximum Obligation Under This Agreement and Other PPP Program
Contracts:
Notwithstanding any other provisions under
this Agreement, or in Contractor's other PPP Program contract(s) with County,
if any, Director may, at his/her sole discretion, administratively reallocate
(increase or decrease) the funding under this Agreement beginning with County
Fiscal Year 2001-2002 (July 1 through June 30), up to a maximum of fifty
percent (50%) of the original County maximum obligation under this Agreement
for such Fiscal Year, based upon a retrospective review of Contractor's
performance (over performance or under performance) for at least the first
three (3) months of the applicable Fiscal Year ("review period").
The retrospective performance review, if
implemented by Director, shall consist of two DHS Office of Managed Care
("OMC") reviews: (1) OMC Financial Services' billing review of fully
adjudicated claims then on file for Contractor with the Department for the
review period; and (2) OMC Medical Administration's monitoring review for those
PPP Program contractors recommended by OMC Financial Services for a funding
reallocation increase.
For purposes of the OMC Financial Services'
billing review, Director shall: (1) calculate the dollar amount by which
Contractor is over performing or under performing under this Agreement
according to the following formula:
DIVIDE:
Year-to-date adjudicated Claims BY THE
Year-to-date County Maximum Obligation*
MULTIPLY TIMES:
County Maximum Obligation
EQUALS the Administratively Adjusted County Maximum Obligation
MINUS the County Maximum Obligation
EQUALS the dollar amount over or under the County Maximum Obligation
* To determine the year-to-date County Maximum Obligation: divide the County Maximum Obligation for the Agreement term by the number of contract months for that term, multiplied by the number of months included in the retrospective performance review.
then either (2) increase Contractor's maximum obligation by the appropriate dollar amount, up to fifty percent (50%) of the County maximum obligation under this Agreement, if there is available funding from other PPP Program contracts, or at the Director's discretion, leave County's maximum obligation under this Agreement unchanged, if it can be objectively projected by OMC Financial Services, based on the billings for the review period, that the current County maximum obligation for this Agreement will not be expended before the end of the Fiscal Year; or (3) decrease Contractor's maximum obligation by the appropriate dollar amount, up to fifty percent (50%) of the County maximum obligation under this Agreement, in order to fund other PPP Program contracts, or at the Director's discretion, leave County's maximum obligation under this Agreement unchanged, if it can be objectively projected by OMC Financial Services that the current County maximum obligation for this Agreement will be expended by the end of the Fiscal Year; and (4) in either event, Contractor understands that unused County funding shall revert to County at the end of each County Fiscal Year, following Contractor's timely billing of services for the subject Fiscal Year and County's adjudication of the related claims.
For purposes of the OMC Medical
Administration's monitoring review, Director shall: (1) review all available
quality assurance documentation on file with OMC, and any documentation
otherwise available to County, related to the performance of those PPP Program
contractors recommended by OMC Financial Services for a funding increase; (2)
reject any OMC Financial Services' recommendation for a funding increase based
on documentation that Contractor or its subcontractors or its medical
practitioners have been the subject of one or more of the following actions: a)
disciplinary action by the State Medical Board (i.e., licensure revocation,
suspension, or probation); b) professional malpractice judgment or settlements;
c) proposed exclusion from participation in a federally funded health care
program; d) proposed termination of a County contract for quality of care
reasons; or e) scoring below the minimum threshold for the latest OMC contract
monitoring report for Contractor. (See Provider Manual for monitoring report
procedures.)
Contractor, if affected by any such funding
increase or decrease, shall be given fourteen (14) calendar days advance
written notice by facsimile transmission of the proposed reallocation action by
Director. Contractor shall have one opportunity to appeal Director's proposed
action, which shall be in writing and received by Director within fourteen (14)
calendar days of the date of such facsimile transmission. If Contractor's
appeal is received in a timely manner as defined herein, Director shall analyze
the data and information provided by Contractor, and respond in writing to
Contractor as to the final funding increase or decrease determined by Director
under this Agreement, but only after all appeals regarding contract funding
reallocations for this Agreement and other PPP Program contracts for primary
care services have been received and analyzed by Director, whose decision shall
be final.
In any event, any such administrative
funding reallocations: (1) shall not cause County to exceed the Board of
Supervisors' approved total County maximum obligation for all PPP contracts for
primary care services for the subject County Fiscal Year; (2) shall be used
only for primary care services provided at Board-approved service sites listed
under this Agreement and such other PPP Program contracts for primary care
services; (3) shall require that Director inform the County Board of
Supervisors and Chief Administrative Officer of the final reallocation amounts
by Board memo prior to such reallocations being implemented; and (4) shall take
the form of an amendment approved by County Counsel and executed by Director
and Contractor.
Any other funding increase or decrease to the
County maximum obligation under this Agreement shall be effected only by a
formal amendment pursuant to the ALTERATION OF TERMS Paragraph in the body of
this Agreement, and by formal amendments to the other affected PPP Program
contracts.
14. County Fiscal Year Look-Back
Reallocation: Beginning with County Fiscal Year 2001-2002, should surplus
County Fiscal Year monies remain in the County's PPP Program contract account
for primary care services after all contract obligations for the PPP Program
for primary care services during that Fiscal Year have been satisfied, County
will consider reallocating those monies to Contractor and to other PPP
contractors and subcontractors for primary care services to reimburse
Contractor and the others for some or all of the services provided to PPP
Eligible Patients if Contractor has exhausted County's funding for services
provided prior to midnight, June 30 of each County Fiscal Year. Any such
"look-back" reallocation shall be effected only after: 1) Director
informs the County Board of Supervisors and Chief Administrative Officer of the
"look-back" reallocation amounts by Board memo prior to such
reallocations being implemented; and 2) shall take the form of an amendment
approved by County Counsel and executed by Director and Contractor.
Any other funding increase or decrease to
the County maximum obligation under this Agreement shall be effected only by a
formal amendment pursuant to the ALTERATION OF TERMS Paragraph in the body of
this Agreement, and by formal amendments to the other affected PPP Program
contracts.
15. Funding Reallocation of County's
Fiscal Year Maximum Obligation Between this Agreement and Agreement No. 70782
for Contractor's Service Sites Within the Same Service Planning Area:
Notwithstanding any other provision under this Agreement and in Contractor's
separate PPP Contract No. 70782, Contractor may request in writing, Director's
approval for reallocation of County's Fiscal Year (July 1 through June 30)
maximum obligation hereunder, for primary care services to be provided by
Contractor at the identified service sites under this Agreement, to Contract
No. 70782, or vice versa, so long as the reallocation of funds to this
Agreement, or to Contract No. 70782: 1) are for services provided within the
same geographic Service Planning Area ("SPA") as presently defined in
County's Provider Manual as Metro/Central SPA 4; and 2) does not result in any
increase in the combined maximum obligations of County under this Agreement and
Contract No. 70782.
Any such funding reallocation between this
Agreement and Contractor No. 70782, must be only for primary care services
provided at a Contractor service site listed under this Agreement or Contract
No. 70782.
Director shall provide Contractor with a
written approval or disapproval within fourteen (14) calendar days of receipt
of Contractor's reallocation of funding request.
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EXHIBIT H
EMPLOYEE'S ACKNOWLEDGMENT OF EMPLOYER
I understand that ___________________________________, is my sole employer for purposes of this employment.
I rely exclusively upon
_______________________________, for
payment of salary and any and all other
benefits payable to me or my behalf during the period of this employment.
I understand and agree that I am not an employee of Los Angeles County for any purpose and that I do not have and will not acquire any rights or benefits of any kind from the County of Los Angeles during the period of this employment.
I understand and agree that I do not have and will not acquire any rights or benefits pursuant to any agreement between my employer ____________________________________, and the County of Los Angeles.
ACKNOWLEDGED AND RECEIVED:
NAME: ___________________________________________
DATE: ___________________________________________
NAME:
___________________________________________
Print
Copy must be forwarded by CONTRACTOR to County's Department of Human Resources, Health, Safety, and Disability Benefits Division, 3333 Wilshire Boulevard, 10th Floor, Los Angeles, California 90010.
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EXHIBIT II
Contract No. H-212051
HEALTH
RESOURCES AND SERVICES ADMINISTRATION
COMMUNITY ACCESS PROGRAM AGREEMENT
Amendment No. 1
THIS AMENDMENT is made and entered into this ___________ day
of _________________________, 2001,
by and between COUNTY OF LOS ANGELES (hereafter "County"),
LOS ANGELES FREE CLINIC a
California corporation
(hereafter "Contractor").
WHEREAS, reference is made to that certain
document entitled
"HEALTH RESOURCES AND SERVICES
ADMINISTRATION COMMUNITY ACCESS PROGRAM AGREEMENT", dated January 30,
2001, identified as Agreement No. H-212051 (hereafter "Agreement");
and
WHEREAS, Contractor plans to develop and
implement a model of an integrated network of care that will improve
accessibility to primary care and related services for the uninsured population
in the Hollywood-Wilshire Health District; and
WHEREAS, the parties have determined that
Contractor's model of care is an enhancement to, and supplementation of,
services provided under this Agreement; and
WHEREAS, in light of the foregoing, the
parties have agreed to provide funding under this Agreement which supplements
existing contract funds and extends the term of the Agreement through June 30,
2005; and
WHEREAS, Agreement provides that changes to
its terms may be made in the form of a written amendment which is formally
approved and executed by the parties.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
3. This Amendment shall be effective on
January 1, 2002.
4. The first subparagraph of Agreement Paragraph 1, TERM, shall be revised to read as follows:
"1.
TERM: This Agreement shall be effective
January 30, 2001 and shall continue, unless
sooner terminated or canceled, in full force and effect to and including June
30, 2005."
3. Agreement Paragraph 2, DESCRIPTION OF SERVICES, shall be revised to read as follows:
"2.
DESCRIPTION OF SERVICES: Effective January 30, 2001 through February 28,
2002, Contractor agrees to provide services to County in the manner and form as
described in the body of this Agreement and in Exhibit A, attached hereto and
incorporated herein by reference, and County's agreement with the DHHS, Health
Resources and Services Administration for the project titled "Community
Access Program" (hereafter, "DHHS Agreement") incorporated
herein by this reference as though fully set forth at this point. Contractor
hereby acknowledges receipt of a copy of DHHS Agreement.
Effective January 1, 2002 through June 30,
2005, Contractor agrees to provide the enhanced and supplemental services to
County in the manner and form as described in Exhibit C, attached hereto and
incorporated herein by reference."
4. Agreement Paragraph 3, MAXIMUM OBLIGATION OF COUNTY, shall be revised to read as follows:
"3. MAXIMUM OBLIGATION OF COUNTY: Effective
January 30, 2001
through February 28, 2002, and specifically for those services set forth in
Exhibit A, the maximum obligation of County for Contractor's performance
hereunder shall not exceed Two Hundred Twenty-Four Thousand, Seven Hundred
Fifty-Three Dollars ($224,753).
Contractor shall use such funds only to pay
for Expenditure Categories (Personnel and Operating Expenses), as set forth on
Schedule 1 of Exhibit A and only to the extent that such funds are reimbursable
to County under the DHHS Agreement.
Effective January 1, 2002 through June 30,
2005, and specifically for those services set forth in Exhibit C, the maximum
obligation of County for Contractor's performance hereunder shall not exceed
Eight Hundred Ninety Thousand, Five Hundred Ninety-Nine Dollars ($890,599), to
be paid in the Fiscal Year allocation reflected on Schedule 1 of Exhibit C,
attached hereto and incorporated by reference herein as though set forth in
full.
Contractor shall use such funds only to pay
for Expenditure Categories (Personnel and Operating Expenses), as set forth in
Schedule 1 of Exhibit C and only to the extent Tobacco Settlement Funds are
available to County.
Any change in the dollar amounts of any
Expenditure Category (or sub-category) on Schedule 1 of Exhibit A and Schedule
1 of Exhibit C shall be made only with the prior written approval of
Director."
5. The first subparagraph of Agreement Paragraph 4, PAYMENT, shall be revised to read as follows:
"4. PAYMENT: County shall reimburse Contractor monthly in arrears, for actual reimbursable net costs incurred upon submission to Director by Contractor of an invoice on such forms as may be furnished or required by County. Such invoice shall detail actual reimbursable costs incurred by Contractor in accordance with Schedule 1 of Exhibit A and Schedule 1 of Exhibit C. Each invoice shall be approved and signed by Contractor's duly authorized designee. Contractor shall submit the original invoice for Schedule 1 of Exhibit A directly to County of Los Angeles Department of Health Services, Office of Ambulatory Care, 313 North Figueroa Street, Room 904, Los Angeles, California 90012, Attention: Director, with a copy to County of Los Angeles Department of Health Services, Public Health, Financial Management, 5555 Ferguson Drive, First Floor-West, Commerce, California 90022, Attention: Grants Manager. Contractor shall submit the original invoice for Schedule 1 of Exhibit C directly to County of Los Angeles Department of Health Services, Fiscal Management, 313 North Figueroa Street, Room 531, Los Angeles, California 90012. Billings shall be submitted to County within fifteen (15) calendar days after the close of each calendar month. County shall remit payments within a reasonable period of time following receipt of a complete and correct invoice in accordance with the Schedules attached hereto."
6. Agreement Paragraph 11, CONFLICT OF TERMS, shall be revised to read as follows:
"11.
CONFLICT OF TERMS: To the extent there exists any conflict between the
language of this Agreement and that of any exhibit(s) and schedule(s) attached
hereto, the language in this Agreement shall govern and prevail, and the
remaining exhibit(s) and schedule(s) shall govern and prevail in the following
order:
1. DHHS Agreement
ii.
Exhibit A
3. Schedule 1 of Exhibit A
4. Exhibit C
5. Schedule 1 of Exhibit C
6. Exhibit B"
7. Except for the changes set forth
hereinabove, Agreement shall not be changed in any respect by this Amendment.
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this Amendment to be subscribed by its
/
Director of Health Services, and Contractor has caused this
Amendment to be subscribed in its behalf by its duly authorized
officer, the day, month, and year first above written.
COUNTY OF LOS ANGELES
By ___________________________________
Fred Leaf
Acting Director of Health Services
LOS ANGELES FREE CLINIC a
California corporation Contractor
By ___________________________________
Signature
______________________________________
Printed Name
Title ________________________________
(AFFIX CORPORATE SEAL)
APPROVED AS TO FORM
BY THE OFFICE OF THE COUNTY COUNSEL
LLOYD W. PELLMAN
County Counsel
APPROVED AS TO CONTRACT
ADMINISTRATION:
Department of Health Services
By ___________________________
Chief, Contracts and Grants
Division
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