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Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 20, 2022
TOPIC: Inmate Medical Services Agreement
AGENDA TITLE:
Approve Agreement with California Forensic Medical Group, Inc. and Wellpath to Provide
Inmate Medical Services for the Santa Ana Jail (General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with California Forensic Medical
Group, Inc. and Wellpath to provide basic and emergency inmate health care services for
the Santa Ana Jail in an amount not to exceed $10,070,246 including a $200,000
contingency, for a three-year period beginning October 1, 2022 through September 30,
2025, with an option for two, one-year extensions, subject to non-substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
The State of California, Board of State and Community Corrections (BSCC) mandates
that agencies provide essential and emergency health care services to incarcerated
individuals within their custody. Additionally, the City of Santa Ana’s federal and local
contracts require the City to provide medical services to contract inmates.
On May 7, 2021, the City hired C Cesario Medical Consulting, LLC to assess the Santa
Ana Jail's operational needs and prepare a request for proposals (RFP) for inmate
medical services including regulatory issues mandated by state law and compliance with
BSCC standards. Using their expertise in this highly specialized and technical area, C
Cesario Medical Consulting, LLC observed the physical layout of the facility and its
current operations, and analyzed several years of the Jail’s medical data and industry
best practices to finalize a comprehensive RFP maintaining a balance between cost and
quality.
On March 8, 2022, the Police Department issued RFP No. 22-025 for inmate medical
services for an average daily population of approximately 400 inmates. On May 6, 2022,
the City received proposals from three firms. An evaluation committee reviewed and
rated the proposals for the following criteria:
Inmate Medical Services Agreement
September 20, 2022
Page 2
2
9
6
8
Technical Proposal (25%)
Scope of Services (45%)
Reasonableness of Cost (30%)
The results of the RFP evaluation are as follows:
Proposer Location Score
California Forensic Medical Group San Diego 381
NaphCare Birmingham, AL 342
Vital Medical Services Glendale 342
400 Points Possible
Among all viable proposals, California Forensic Medical Group, Inc. and Wellpath
(CFMG) was the most responsive, capable, and comprehensive, and had the lowest
overall cost. Their proposal was well written with a detailed description of the operational
metrics to meet or achieve each of the RFP’s mandatory indicators. CFMG provided the
most detailed executive summary and description of how they would deliver clinical and
administrative services to meet the objectives listed in the scope of service as presented
in the RFP. CFMG has a significant client presence in the state of California (currently 36
jail/police department clients). CFMG’s significant market share will provide the Santa
Ana Police Department with additional resources, including: clinical, administrative and
leadership when needed. CFMG has developed a comprehensive staffing plan for the
Santa Ana Jail. CFMG will provide properly trained personnel to ensure a continuity of
care that meets state and federal laws, including: California Title 15 and 24, U.S. Marshals
Standards, Bureau of Prisons, correctional community standards for health care as per
National Commission on Correctional Health Care and the Prison Rape Elimination Act
guidelines.
The CFMG proposed staffing plan includes 24/7 coverage that includes: Clinical
Practitioner Services that provide direct patient care, assess and manage acute and
chronic illnesses, prescribe medication, assess the need for off-site services and
referrals, manage overall medical services, and supervise delivery of medical
care. Registered nurses will manage a sick call program, conduct receiving screenings,
conduct health assessments, and operate a detox program. CFMG will also verify and
administer medications, provide wound care, and conduct urgent sick calls. CFMG’s
mental health services consist of clinical services and consultation for patients with
serious mental illnesses, suicidal ideation, and/or behavioral disturbances. CFMG will
handle mental health intakes, referrals, crisis management and suicide prevention
measures. Additionally, CFMG will oversee special housing units (i.e., segregation, detox,
and mental health housing) and offer both individual and group counseling services.
Lastly, CFMG will provide discharge planning to patients receiving mental health services
and will liaison with community resources.
Inmate Medical Services Agreement
September 20, 2022
Page 3
2
9
6
8
Finally, a multi-disciplinary Quality Improvement (QI) Committee will direct medical
activities at the Jail. The site Medical Director will lead the QI Committee, which will also
include the Health Service Administrator, site Safety Coordinator, Dentist, Mental Health
Coordinator, and appropriate Santa Ana Police Department representative(s). The QI
Committee will be responsible for performing monitoring activities, discussing the results,
and implementing corrective actions if needed.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Funds for this agreement are available and will be budgeted in future fiscal years for
expenditure in the Jail Operations, Contract Services account (no. 01114475-62300) as
follows:
Fiscal
Year
Accounting Unit -
Account No.
Fund
Description
Accounting Unit,
Account
Description
Amount
FY 22-23
(Oct.-June)01114475-62300 General Fund Jail Operations -
Contract Services $ 2,444,993
FY 23-24
(July-June)01114475-62300 General Fund Jail Operations -
Contract Services $ 3,331,841
FY 24-25
(July-June)01114475-62300 General Fund Jail Operations -
Contract Services $ 3,429,796
FY 25-26
(July-Sept.)01114475-62300 General Fund Jail Operations -
Contract Services $ 863,616
Total:$10,070,246
The annual amounts above include a monthly allocation of the $200,000
contingency. Any portion of the contingency unspent in a fiscal year will be carried forward
for possible expenditure in a subsequent fiscal year during the period of the agreement.
EXHIBIT(S)
1. Agreement with California Forensic Medical Group, Inc.
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
AGREEMENT FOR INMATE HEALTH CARE SERVICES
at City of Santa Ana, California
Effective October 1, 2022 through September 30, 2025
This Agreement for Inmate Health Care Services (hereinafter, the “Agreement”) entered into by and
between the City of Santa Ana, a political subdivision in the State of California (hereinafter, the “City”),
acting by and through its duly elected City Council, (hereinafter, the “Council”) and California Forensic
Medical Group, Inc., and Wellpath (hereinafter referred to collectively as, “Contractor “CFMG”), a
California Professional Medical Corporation.
RECITALS
WHEREAS, in accordance with applicable laws, the City is obligated and responsible for providing,
quality health care to Inmates and Detainees, (“City Inmates/Detainees”) housed at the Santa Ana Detention
Facility located at 62 Civic Center Plaza, Santa Ana, California (hereinafter, "SAJ"); and
WHEREAS, CFMG is in the business of providing correctional health care services and desires to provide
such services on behalf of the City to the Jail Population under the terms and conditions hereto.
NOW, THEREFORE, in consideration of the covenants and promises hereinafter made, the Parties hereto
agree as follows:
DEFINITIONS
CFMG Chief Clinical Officer– CFMG’s Chief physician who is authorized to manage the terms and
conditions of this Agreement.
City Inmates/Detainees – An Inmate is an adult or juvenile who is incarcerated at the SAJ. A Detainee is
an adult or juvenile whose sentence has not yet been adjudicated and is held as a pre-trial detainee or other
individual held in lawful custody. City Inmates/Detainees may be housed in the SAJ or in another
jurisdiction's correctional facility. However, City Inmates/Detainees housed in another jurisdiction are
excluded from the provisions of this Agreement, unless CFMG administers health care services at the other
jurisdiction's facility and is specifically set forth below.
Contract Professionals – Physicians or other clinicians retained by CFMG as contractors rather than
employees.
Contract Year – The initial, and any successive, twelve (12) month period beginning with the effective
date of the Agreement.
Covered Persons – An Inmate/Detainee who is: (1) part of the SAJ’s MADP; and (2) Fit for Confinement;
and (3)(a) incarcerated in the SAJ;. Covered Persons include Other County Inmates/Detainees for purposes
of delivery of basic health care services, however, the cost of certain services provided to Other County
Inmates/Detainees shall be borne by the County as set forth in Section 5.0 of this Agreement.
Fit for Confinement – A determination made by a CFMG authorized physician that an Inmate/Detainee is
medically stable and has been medically cleared for acceptance into the SAJ. Such determination shall only
be made after resolution of any injury or illness requiring immediate transportation and treatment at a
hospital or similar facility.
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Health Care Staff – Medical, mental health and support staff provided or administered by CFMG.
In-Patient Hospitalization Off-Site Medical Facility- Admission of a Covered Person to a licensed
healthcare facility for treatment of a medical condition.
Jail Population - Covered Persons currently housed at the Santa Ana City Jail.
Long Term Care Facility Services - Provision of long-term medical and/or mental health care occurring
on the premises of a licensed healthcare facility.
Mental Health Care - Treatment of mental health conditions as diagnosed by a licensed professional as
occurring on the premises of the Santa Ana City Jail.
Monthly Average Daily Population (“MADP”) – The average number of Inmates/Detainees housed in
the SAJ on a daily basis for the period of one month. The MADP shall include, but separately list, Other
County Inmates/Detainees held at the SAJ. The MADP shall be figured by summing the daily population
for the SAJ and Other County Inmates/Detainees (as determined by a count performed at the same time
each day) for each day of the month and dividing this sum by the total number of days in the month. Jail
records shall be made available to CFMG upon request to verify the MADP. Parolees and escapees shall
not be considered part of the Jail's MADP.
NCCHC – The National Commission on Correctional Health Care.
Off-Site Dental Services- Dental care which is medically necessary, as determined by the Chief Clinical
Officer, or their designee, but which must occur outside of the Santa Ana City Jail due to the need for
specialized dental equipment or expertise.
On-Site Dental Services- Dental care which is medically necessary, as determined by the Chief Clinical
Officer, or their designee, and which can be provided on the premises of the Santa Ana City Jail utilizing
currently available dental equipment and professional staff.
Other County Inmate/Detainee – An Inmate/Detainee under the jurisdiction of another county, state or
federal agency, who is housed at the SAJ.
Pathology/Radiology Services - Medical diagnostics or testing through the use of laboratory or imaging
equipment.
Pharmacy Services - The ordering, storage and administration of medically necessary prescription drugs,
occurring on the premises of the Santa Ana City Jail.
Physician Extender – An advanced level healthcare professional such as a Nurse Practitioner, Physician
Assistant, or Clinical Nurse Specialist.
Specialty Services – Medical services that require licensed physicians in a specialty such as obstetrics,
gynecology, or dermatology or other specialized field of medicine, excluding medical services that are
otherwise provided for in this Agreement.
Utilization Management Services - Review of medical claims data undertaken for the purpose of
improving efficiency and achieving cost savings, including, when needed, the processing of medical claims
for patients in the custody of the United States Marshals Service.
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Vision Care - Medically necessary care for eye diseases or conditions, including the prescribing and
provision of glasses.
ARTICLE I
HEALTH CARE SERVICES
1.0 SCOPE OF SERVICES. CFMG shall administer health care services and related administrative
services at the SAJ according to the terms and provisions of this Agreement. The costs of the
various health care services shall be borne by CFMG or the City as set forth in this Article.
1.1 GENERAL HEALTH CARE SERVICES. CFMG will arrange and bear the cost of the following
health care services:
1.1.1 RECEIVING SCREENING. A receiving screening of a Covered Person shall be
performed as soon as possible after the Covered Person’s booking into the SAJ, not to
exceed four (4) hours after the Covered Person’s arrival at the SAJ.
1.1.2 HEALTH ASSESSMENT. A health assessment of a Covered Person shall be performed
as soon as possible, but no later than fourteen (14) calendar days after the Inmate/Detainee's
arrival at the SAJ . The health assessment shall follow current NCCHC guidelines.
1.1.3 SCHEDULED SICK CALL. A qualified healthcare professional shall conduct sick calls
for Covered Persons on a timely basis and in a clinical setting. A Physician Extender will
be available to see Covered Persons at least once per week.
1.2 AMBULANCE SERVICE. CFMG shall not be responsible for the provision and/or cost of any
ambulance services, but shall arrange for Covered Persons to be transported by ambulance when
deemed by Contract Professionals to be necessary.
1.3 BODY CAVITY SEARCHES/COLLECTION OF PHYSICAL EVIDENCE. CFMG staff will
not perform body cavity searches or collect physical evidence (blood, hair, semen, saliva, etc.).
1.4 DENTAL. CFMG shall arrange and bear the cost of on-site dental services, in accordance with
NCCHC standards, of all Covered Persons. CFMG shall not bear the cost of any off-site dental
services required by any Inmate/Detainee or Other County Inmate/Detainee.
1.5 ELECTIVE MEDICAL CARE. Contractor shall not be responsible for the provision or cost of
any elective care. In the event a member of the Jail Population requires elective care, the
Inmate/Detainee, City, or relevant outside agency shall be responsible for all costs. Elective
medical care shall be defined as care which, if not provided, would not, in the sole opinion of
Contractor’s Chief Clinical Officer or designee, cause the Inmate/Detainee's health to deteriorate
or cause harm to the Inmate/Detainee's wellbeing. Decisions concerning elective medical care shall
be consistent with the applicable American Medical Association (AMA) Standards.
1.6 IN-PATIENT OFF-SITE HOSPITALIZATION. CFMG shall not be responsible for the
provision or cost of any in-patient hospitalization services at an off-site medical facility, but shall
make all arrangements for Covered Persons, including but not limited to, referrals, appointments,
authorizations, transportation, and billing to receive in-patient hospitalization services at an off-site
medical facility when medically necessary.
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1.7 LONG TERM CARE. CFMG shall not be responsible for the provision or cost of any long-term
care facility services, but shall arrange for Covered Persons to receive long-term care facility
services when medically necessary.
1.8 MENTAL HEALTH CARE. CFMG shall arrange and bear the cost of on-site mental health
services for Covered Persons which shall include evaluations, referrals, crisis management, suicide
intervention, individual therapy, basic community linkage, and continuity of care. CFMG shall not
be responsible for the provision or cost of any off-site or inpatient mental health services, but shall
make all arrangements for Covered Persons, including but not limited to, referrals, appointments,
authorizations, transportation, and billing to receive off-site or inpatient mental health services
when medically necessary.
1.9 PATHOLOGY/RADIOLOGY SERVICES. CFMG shall arrange and bear the cost of on-site
pathology/radiology services for Covered Persons. CFMG shall not be responsible for the provision
or cost of any off-site pathology or radiology services but shall arrange for Covered Persons to
receive off-site pathology or radiology services when medically necessary.
1.10 PREGNANT COVERED PERSONS. CFMG shall arrange and bear the cost of on-site health
care services for any pregnant Covered Person in accordance with NCCHC standards and this
Agreement, however Contractor shall not arrange or bear the cost of any health care services for
infants. To the extent off-site health care services are required for any pregnant Covered Person,
CFMG shall make appropriate arrangements for rendering such care, but shall not be financially
responsible for such care.
1.11 SPECIALTY SERVICES. CFMG shall arrange and bear the cost of on-site specialty services for
Covered Persons. Contractor shall not be responsible for the provision or cost of any off-site
specialty services but shall arrange for Covered Persons to receive off-site specialty services when
medically necessary.
1.12 VISION CARE. CFMG shall not be responsible for the provision or cost of eyeglasses or any
other vision services other than care for eye injuries or diseases. In the event that any Covered
Person requires vision services, including an ophthalmologist's services, CFMG shall make all
arrangements for Covered Persons, including but not limited to, referrals, appointments,
authorizations, transportation, and billing for such services.
1.13 OFFICE EQUIPMENT. CFMG shall be responsible for the provision or cost of any office
equipment, which shall remain the property of CFMG unless the parties agree otherwise in writing.
The City shall be responsible for providing utilities, and phone service required for the
administrative operation of the medical unit.
1.14 OFFICE SUPPLIES. CFMG shall be responsible for the provision and cost of office supplies
such as books, medical record folders, and forms as required for the administrative operations of
the medical unit.
1.15 MEDICAL SUPPLIES/EQUIPMENT. With the exception of a dental chair, CFMG shall be
responsible for the provision and cost of medical supplies, (including but not limited to, alcohol
prep pads, syringes, etc.) and equipment, (i.e. thermometers, scales, etc.) as required to fulfill its
duties under the terms of the Agreement.
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1.16 MEDICAL WASTE. CFMG shall arrange and bear the cost of removing and properly disposing
of medical waste material generated while fulfilling its duties under this Agreement in accordance
with all applicable state laws and OSHA- regulated standards.
1.17 PHARMACY SERVICES. CFMG shall provide monitoring of pharmacy usage as well as a
Preferred Medication List. CFMG shall prescribe, purchase, receive, store, and administer
medications to Covered Persons. Except as provided below, CFMG shall not bear the cost of any
prescriptions and over-the-counter medications prescribed or ordered by a duly licensed CFMG
provider for a Covered Person.
1.17.1 GENERAL. Prescribing, dispensing, and administering of medication shall comply with
all State and Federal laws and regulations and all medications shall be dispensed under the
supervision of a duly authorized, appropriately licensed or certified health care provider.
1.17.2 EXCEPTIONS. CFMG shall bear the cost of all prescription medication for Covered
Persons at the SAJ who are in the sole custody of the City, and who are not detained at the
SAJ pursuant to any agreement between the City and the United States Marshals Service,
the State of California, or the United States government.
ARTICLE II
HEALTH CARE STAFF
2.0 STAFFING HOURS. CFMG shall provide or arrange for the provision of Health Care Staff
necessary to render the health care services contemplated in Article I as set forth in the staffing plan
set forth in Exhibit A, attached hereto and incorporated herein. CFMG reserves the right to assign
the staff in Exhibit A to shift coverage as necessary based on operational needs to provide the
health care services under this Agreement.
2.0.1 Additional hours may be provided if mutually agreed upon by both Parties in writing, with
at least 24 hours advanced notice.
2.0.2 CFMG shall provide and arrange for the provision of an on-call provider available by
telephone or pager 24 hours per day and 7 days per week.
2.0.3 CFMG shall make reasonable efforts to supply the staffing levels contained in this section,
however, failure to continuously supply all of the required staffing due to labor market
demands or other factors outside the control of Contractor, after such reasonable efforts
have been made, shall not constitute a breach of this Agreement.
2.1 STAFFING LEVELS WAIVER. Based on actual staffing needs as affected by medical
emergencies, riots, increased or decreased Inmate/Detainee population, and/or other unforeseen
circumstances, certain increases or decreases in staffing requirements may be waived as agreed to
by the City and CFMG.
2.2 STAFF SCREENING. SAJ staff shall screen CFMG’s proposed Health Care Staff, employees,
agents and/or subcontractors charged with the responsibility of providing medical services at the
SAJ to ensure they do not constitute a security risk. The City and SAJ stall shall have final approval
of CFMG’s Health Care Staff, employees, agents and/or subcontractors in regards to
security/background clearance.
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2.3 STAFFING REIMBURSEMENT. In each instance where the actual number of hours provided
is less than those in the Agreement, CFMG shall reimburse the City for the appropriate fully
burdened hourly wage (to include salary and fringe benefits) for each position shortage. CFMG can
count as “worked” any positions CFMG is paying PTO or sick time.
ARTICLE III
ADMINISTRATIVE SERVICES
3.0 UTILIZATION MANAGEMENT. CFMG shall provide utilization management services and
administer Pharmacy services as set forth in Article I, on behalf of the City. CFMG shall follow
applicable state laws and make reasonable efforts to obtain provider discounts and will keep the
City/SAJ apprised of its utilization management practices.
3.1 HEALTH AND MENTAL HEALTH EDUCATION AND TRAINING. CFMG shall conduct
ongoing health and mental health education and training program for SAJ staff in accordance with
the needs mutually established by the City/SAJ and CFMG.
3.2 MONTHLY REPORTS. As requested by the City/SAJ, CFMG shall submit monthly health care
reports concerning the overall operation of the health care services program rendered pursuant to
this Agreement and the general health of the Jail Population.
3.3 QUARTERLY MEETINGS. As requested by the City/SAJ, CFMG shall meet quarterly, or as
soon thereafter as possible, with the SAJ Manager or designee, concerning health care services
provided in the SAJ and any proposed changes in health-related procedures or other matters, which
the Parties deem necessary.
3.4 MEDICAL RECORDS MANAGEMENT. CFMG shall provide the following medical records
management services:
3.4.1 MEDICAL RECORDS. CFMG Health Care Staff shall maintain, cause and/or require the
maintenance of complete and accurate medical records for Covered Persons who have
received health care services. Medical records shall be kept separate from Covered Person's
confinement records. A complete copy of an individual’s medical record shall be available
to accompany each Covered Person who is transferred from the SAJ to another location for
off-site services or transferred to another correctional institution. CFMG will maintain
confidentiality of all medical records and shall not release any information contained in
any medical record except as required by applicable law, court order, SAJ, or upon the
request of the Covered Person for their own medical records. Upon termination of this
Agreement, all medical records shall be delivered to and remain property of the City/SAJ .
3.4.2 COMPLIANCE WITH LAWS. Each medical record shall be maintained in accordance
with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and any
other applicable state or federal privacy statute or regulation.
3.4.3 RECORDS AVAILABILITY. As needed to administer the terms and conditions
provided for in this Agreement, CFMG shall make available to the City/SAJ, unless
otherwise specifically prohibited or if such records are confidential pursuant to California
or federal law, at the City/SAJ’s request, all records, documents and other papers relating
to the direct delivery of health care services to the Jail Population hereunder.
ARTICLE IV
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PERSONS COVERED UNDER THIS AGREEMENT
4.0 GENERAL. Except as otherwise provided for in this Agreement, CFMG shall only be required to
arrange and provide health care services under this Agreement to Covered Persons.
4.1 EMERGENCY MEDICAL CARE FOR JAIL EMPLOYEES AND VISITORS. CFMG shall
arrange for on-site first response emergency medical care as required for SAJ employees,
contractors and/or visitors to the SAJ . The medical treatment shall be limited to the extent
reasonably necessary to stabilize and facilitate the individual's referral to a medical facility or
personal physician.
4.2 RELEASE FROM CUSTODY. The City/SAJ acknowledge and agree that Contractor is
responsible for the payment of costs associated with services rendered to Covered Persons as set
forth in this Agreement only when such persons remain in the custody of, or under the jurisdiction
of, the SAJ.
ARTICLE V
PERSONS NOT COVERED OR PARTIALLY COVERED UNDER THIS AGREEMENT
5.0 OTHER COUNTY INMATES/DETAINEES. CFMG shall only be responsible for health
assessments, sick call, over-the counter medications, medical supplies and medical waste services
for Other County Inmates/Detainees. The cost of all prescription medication and all other health
care expenses shall be paid by the agency responsible for the Other County Inmate/Detainee,
including those services listed in Article I of this Agreement and all other medically-related
expenses associated with Other County Inmates/Detainees.
5.1 CITY INMATES/DETAINEES HOUSED IN OTHER JURISDICTIONS OR OUTSIDE
THE SAJ. CFMG shall not be responsible for arranging the medical care or treatment for City
Inmates/Detainees housed in other counties or jurisdictions. The City or other agency with legal
responsibility for the medical care of such persons shall be responsible for all medical expenses
associated with the care and treatment of City Inmates/Detainees removed from the Jail, including,
but not limited to the services listed in Article I of this Agreement and any other health care related
expenses associated with those Inmates/Detainees, unless the Inmate/Detainee is housed in a
facility where CFMG provides Inmate/Detainee health care services. CFMG shall not be
responsible for arranging the medical care or treatment for County Inmates/Detainees housed
outside the SAJ.
5.2 INJURIES PRIOR TO INCARCERATION, FIT FOR CONFINEMENT, AND ESCAPED
INMATES/DETAINEES. CFMG shall not be responsible for the cost of providing off-site
medical care for injuries incurred by an arrested person prior to incarceration at the SAJ or during
an escape or attempted escape, including, but not limited to, medical services provided to any
arrested person prior to the person's booking and confinement in the SAJ.CFMG shall not be
responsible for the cost of any medical treatment or health care services necessary to medically
stabilize any arrested person presented at intake by an arresting agency with a life threatening injury
or illness or in immediate need of emergency medical care. CFMG shall however, provide such
care as is medically necessary until the arrested person can be transported to a medical care facility
by the arresting agency or their designee. The arresting agency or the City shall bear the cost of,
and be responsible for, all reasonable and necessary medical services or health care services of the
individual until such time as the arresting authority can present a medically stable individual that
is Fit for Confinement. To the extent CFMG is billed for medical services provided to an individual
who is not Fit for Confinement, the City shall reimburse CFMG for all such costs. CFMG shall not
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charge an additional fee to examine an individual to determine if they are suitably Fit for
Confinement.
5.3 RELEASED PERSONS, PAROLEES, ESCAPEES AND PERSONS TRANSPORTED TO
AND FROM SAJ
In no event shall Contractor be responsible for payment of any costs associated with any services
rendered to any individual when said individual is released from the custody of, or no longer
under the jurisdiction of, the SAJ including, but not limited to, releasees, parolees and escapees.
Furthermore, in no event shall CFMG be responsible for payment of costs associated with any
medical services rendered to a Covered Person when that Covered Person is injured outside the
SAJ facility during transport to or from the SAJ.
ARTICLE VI
COST OF SERVICES NOT COVERED UNDER THIS AGREEMENT
6.0 SERVICES NOT LISTED. The Parties understand and agree there will be costs incurred for
health care related services as outlined in Articles I, II and III above. CFMG shall not be responsible
for any expenses not specifically covered under Articles I, II and III of this Agreement. In the event
any of the health care services not covered by CFMG under Articles I, II and III, or any services
not listed in this Agreement are required to be provided to a member of the Jail Population as a
result of the medical judgment of a physician or authorized personnel of CFMG, CFMG shall not
be responsible for arranging such services and the cost of such services shall be billed directly to
the City.
6.1 SERVICES BEYOND THE SCOPE OF THIS AGREEMENT. The Parties understand and
agree there are certain occurrences, at times, beyond the control and at other times, within the
control of the Parties which may result in health care expenses outside the scope of the regular
operation of a correctional facility and, therefore, outside the Scope of Services provided for in this
Agreement. While the Parties agree to act in good faith and endeavor to reduce the possibility of
such occurrences, in the unlikely event of an occurrence such as an Act of God, riot, explosion,
fire, food poisoning, epidemic illness outbreak or any other catastrophic event, or an event caused
by the actions or inactions of the City or SAJ employees, agents or contractors, which result in the
need for medical care for the Jail Population, staff, visitors, or contractors, CFMG shall not be
responsible for costs related to such catastrophic events and all such costs shall be borne by the
City. CFMG shall be responsible for medical costs under this Agreement associated with such an
event only if such an event was caused solely by CFMG, its employees, agents or contractors.
ARTICLE VII
CITY’S DUTIES AND OBLIGATIONS
7.0 COMPLIANCE WITH HIPAA/STATE HEALTH INFORMATION PRIVACY LAWS. The
City, SAJ, and its employees, agents and subcontractors shall comply with the Health Insurance
Portability and Accountability Act of 1996 (hereinafter "HIPAA") and any State health information
privacy laws, to the extent they are applicable. The City/SAJ shall implement policies and/or
procedures in compliance with such laws.
7.1 COMPREHENSIVE MEDICAL/MENTAL HEALTH CARE. Contractor shall identify to the
City/SAJ staff those members of the Jail Population with medical or mental health conditions which
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may be worsened as a result of being incarcerated at the SAJ or which may require extensive care
while incarcerated. After review of the circumstances, and when security risks permit, the City/SAJ
shall make reasonable efforts, if practicable and feasible, to have such an Inmate/Detainee released,
transferred or otherwise removed from the correctional setting.
7.2 RECORD ACCESS. During the term of this Agreement, and within one-hundred and eighty (180)
days following the termination of this Agreement, the City shall provide CFMG, at CFMG’s
request, the City and/or SAJ’s records, (including any medical records obtained by outside health
care providers, hospitals) regarding the provision of health care services/treatment to the Jail
Population to the extent the City/SAJ has control of, or access to, such records. CFMG may
subpoena such records in connection with the investigation of, or defense of, any claim by a third
party related to CFMG’s conduct or related to any claims CFMG may have against a third party.
Any such information provided by the City/SAJ to CFMG that the City/SAJ considers confidential
shall be kept confidential by CFMG and shall not, except as required by law or court order, be
distributed to any third party without prior written approval by the City/SAJ.
7.3 Intentionally omitted.
7.4 SECURITY OF THE JAIL FACILITY AND WELLPATH. CFMG and the City understand
that adequate security services are necessary for the safety of CFMG employees, agents, and
subcontractors consistent with a correctional setting. SAJ shall provide security sufficient to enable
CFMG its Health Care Staff, employees, agents and/or subcontractors to safely provide the health
care services described in this Agreement. CFMG, its Health Care Staff, employees, agents and/or
subcontractors shall follow all security policies, procedures and protocols of the SAJ while on the
premises, or other premises under the City’s direction or control. However, any CFMG Health Care
Staff, employee, agent and/or subcontractor may, at any time, refuse to provide any service required
under this Agreement if such person reasonably feels the their safety and security has or will be
compromised, provided that, if feasible, they first seek assistance from SAJ staff to maintain their
safety and security. . CFMG shall not be liable for any loss or damages resulting from CFMG’s
Health Care Staff, employees, agents and/or subcontractors failure to provide medical services due
to insufficient security services.
7.5 CITY’S POLICIES AND PROCEDURES. CFMG, its Health Care Staff, employees, agents
and/or subcontractors shall adhere to the City/SAJ’s policies, and procedures, that relate to or
impact the provision of medical services.
7.5.1 A complete set of SAJ’s policies and procedures shall be made available for inspection by
SAJ and SAJ will be provided access to those policies and procedures or may make copies
of any specific section(s) it wishes to provide to its employees.
7.5.2 Any policy or procedure that may impact the provision of health care services to the Jail
Population which has not been made available to CFMG Health Care Staff, its employees,
agents and/or subcontractors shall not be enforceable against CFMG unless otherwise
agreed upon by the Parties.
7.5.3 Notice of any modification(s) or revision(s) to SAJ’s policies and procedures shall be
timely provided to CFMG, its Health Care Staff, employees, agents and/or subcontractors,
who shall adhere to those modified policies or procedures after such modification(s) or
revision(s) have been made available to them.
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7.5.4 If any of the City’s or SAJ’s policies and procedures specifically relate to the delivery of
medical services, the City/SAJ staff and CFMG staff shall review the them and if
necessary, may modify or remove any provisions that conflict with CFMG’s Health Care
policies and procedures, provided however that no policies or procedures shall be revised
or modified if it conflicts with applicable law and/or a court order.
7.6 DAMAGE TO EQUIPMENT. CFMG shall not be liable for loss of or damage to equipment and
supplies of CFMG, its agents, employees or subcontractors if such loss or damage was caused by
the negligence of the City or SAJ employees.
7.7 SECURE TRANSPORTATION. SAJ shall provide security as reasonable and necessary in
connection with the transportation of a member of the Jail Population to and from off-site services
including, but not limited to, specialty services, hospitalization, pathology and radiology services
as requested by CFMG. CFMG and SAJ staff shall coordinate for transportation to and from off-
site services providers or hospitals.
7.8 NON-MEDICAL CARE OF JAIL POPULATION. The City/SAJ shall provide all non-medical
personal needs and services of the Jail Population as required by law. CFMG shall not be
responsible for providing, or liable for failing to provide, non-medical services to the Jail
Population including, but not limited to, daily housekeeping services, dietary services, building
maintenance services, personal hygiene supplies and services and linen supplies.
7.9 JAIL POPULATION INFORMATION. To assist CFMG in providing the best possible health
care services to Covered Persons, SAJ shall at CFMG’s request, provide information pertaining to
the Covered Person that CFMG and the City mutually identify as reasonable and necessary for
CFMG to adequately perform its obligations under this Agreement.
ARTICLE VIII
COMPENSATION AND ADJUSTMENTS
8.0 ANNUAL AMOUNT/MONTHLY PAYMENTS. The base amount to be paid by the City to
CFMG for Years 1-3 of the Agreement is listed in the Column 1 table below. Each amount shall
be payable for a period of twelve (12) months, in equal monthly installments. The monthly
installment for each Contract Year is listed in Column 2 of the table below. All monthly
installments shall be pro-rated for any partial months and subject to any reconciliations as set forth
below. The first monthly amount is to be paid to CFMG on November 1 of each Contract Year, for
services administered in the month of October during each Contract Year. Each monthly payment
thereafter is to be paid by the City to CFMG before or on the 1st day of the month of the month of
service.
COLUMN 1- ANNUAL AMOUNT COLUMN 2- MONTHLY INSTALLMENT
Year 1 (2022-2023): $3,193,324 $266,110.33 per month
Year 2 (2023-2024): $3,289,124 $274,093.66 per month
Year 3 (2024-2025): $3,387,798 $282,316.50 per month
8.1 QUARTERLY RECONCILIATION PROCESS. CFMG will provide a
quarterly reconciliation to the City for any amounts owed by either Party pursuant to the
terms of this Agreement, including, but not limited to the following:
8.1.1 ADJUSTMENT FOR MADP. For each month reconciled, if SAJ’s MADP is
greater than 475 Inmates/Detainees, the compensation payable to CFMG by the
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City shall be increased by the number of Inmates/Detainees over 475 at the per
diem rate of $1.41 during Year 1 of the Agreement, $1.46 during Year 2 of the
Agreement, and $1.50 during Year 3 of the Agreement.
8.2 COMPENSATION. The total amount to be expended during the term of this Agreement
shall not exceed $10,070,246. This amount includes a base amount of $9,870,246 and a
contingency amount of $200,000 for additional services as directed at the City’s sole
discretion. Should the Facility ADP exceed 475 for a period of 30 days or more, the Parties
agree to meet and negotiate in good faith an increase to the total amount expended during the
term of this Agreement, subject to the approval of the City Council of the City of Santa Ana.
ARTICLE IX
TERM AND TERMINATION
9.0 TERM. The term of this AGREEMENT shall be for a period of three (3) years from October 1,
2022 at 12:01 a.m. through September 30, 2025 at 11:59 p.m. This Agreement shall renew upon
the mutual agreement of the parties for up to two (2) additional one year periods on October 1st of
each subsequent year with mutually agreed upon increases to the compensation, subject to approval
by the Santa Ana City Council, unless this Agreement is terminated or notice of termination is
given, as set forth in this Article.
9.0.1 RENEWAL. Upon each subsequent renewal beyond the initial three (3) year term of this
Agreement pursuant to Paragraph 9.0, the Parties may negotiate an increase in accordance
with CPI not to exceed 4.0% of the annual amount as defined in Paragraph 9.0.1.1.
9.0.1.1 CPI INCREASES. A CPI increase shall be calculated by multiplying the annual
amount of the previous year by a fraction, the numerator of which is the Price Index
for a defined month prior to the renewal date, and the denominator of which is the
Price Index for the same month for the year immediately preceding the Agreement
renewal date. However, the annual amount due for any year will not be less than
the annual amount for the prior year. The “Price Index” is defined as the Consumer
Price Index – All Urban Consumers, U.S. City Average, Medical Care Services
(1982-84=100), published by the Bureau of Labor Statistics of the U.S.
Department of Labor.
9.1 TERMINATION FOR LACK OF APPROPRIATIONS. This Agreement shall be subject to
annual appropriations by the City.
9.1.1 Recognizing that termination for lack of appropriations may entail substantial costs for
CFMG and the City, the City shall act in good faith and make every effort to provide CFMG
reasonable advance notice of any potential problem as it relates to funding or
appropriations related to this Agreement.
9.1.2 If future funds are not appropriated for this Agreement, and upon exhaustion of existing
funding, the City may terminate this Agreement without penalty or liability, by providing
a minimum of thirty (30) days advance written notice to CFMG.
9.2 TERMINATION DUE TO CFMG’s OPERATIONS. The City reserves the right to terminate
this Agreement immediately upon written notification to CFMG in the event that CFMG
discontinues or abandons its operations, is adjudged bankrupt or is reorganized under any
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bankruptcy law, or fails to keep in force and effective any required insurance policies. The Parties
agree that termination under this provision will be considered without cause.
9.3 TERMINATION FOR CAUSE. The Agreement may be terminated for cause under the
following provisions:
9.3.1 TERMINATION BY CFMG. Failure of the City to comply with any provision of this
Agreement shall be considered grounds for termination of this Agreement by CFMG upon
sixty (60) days advance written notice to City specifying the termination effective date and
identifying the basis for termination. The City shall pay for services rendered up to the
date of termination of the Agreement. Upon receipt of the written notice, the City shall
have fifteen (15) days to provide a written response to CFMG. If the City provides a written
response to CFMG with an adequate explanation for the basis for termination and cures the
basis for termination to CFMG’s satisfaction, the sixty (60) day notice shall become null
and void and this Agreement will remain in full force and effect. Termination under this
provision shall be without penalty to CFMG.
9.3.2 TERMINATION BY CITY. CFMG’s failure to comply with any provision of this
Agreement shall be considered grounds for termination of this Agreement by City who
shall provide sixty (60) days advance written notice specifying the termination effective
date and identifying the basis for termination. The City shall pay for services rendered up
to the date of termination of the Agreement. Upon receipt of the written notice, CFMG
shall have fifteen (15) days to provide a written response to the City. If CFMG provides a
written response to the City with an adequate explanation for the basis of termination or
cures the basis for termination to the City’s satisfaction, the sixty (60) day notice shall
become null and void and this contract will remain in full force and effect. Termination
under this provision shall be without penalty to the City.
9.4 TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary contained in
this Agreement, the City or CFMG may, without prejudice to any other rights it may have, terminate
this Agreement for their convenience and without cause by giving no less than ninety (90) days
advance written notice to the other Party.
9.5 COMPENSATION UPON TERMINATION. If any of the above termination clauses are
exercised by either of the Parties to this Agreement, the City shall pay CFMG for all services
rendered by CFMG up to the date of termination of the Agreement regardless of the City’s failure
to appropriate funds.
9.6 PROPERTY DISPOSITION UPON TERMINATION. Upon termination of this Agreement,
CFMG shall be allowed to remove any unused property, equipment and supplies, including its
proprietary policies and procedures, manuals, training materials, and forms, prepared and/or
purchased by CFMG that is stored or located at SAJ at the time of termination.
ARTICLE X
LIABILITY AND RISK MANAGEMENT
10.0 INSURANCE COVERAGE. CFMG shall, at its sole cost and expense, procure and maintain
during the term of this Agreement, the following coverage and limits of insurance:
10.0.1 Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an “occurrence” basis, including products and completed operations,
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property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
10.0.2 Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code
1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with
limit no less than $1,000,000 per accident for bodily injury and property damage.
10.0.3 Workers’ Compensation insurance as required by the State of California, with Statutory
Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
10.0.4 Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s
profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000
aggregate.
If the CFMG maintains broader coverage and/or higher limits than the minimums shown above, the City
requires and shall be entitled to the broader coverage and/or the higher limits maintained by CFMG. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the City.
10.1.1 ADDITIONAL INSURED STATUS. The City, its officers, officials, employees, and volunteers
are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of CFMG including materials, parts, or equipment furnished in
connection with such work or operations. General liability coverage can be provided in the form of a
blanket endorsement to the CFMG’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
10.1.2 PRIMARY COVERAGE.
For any claims related to this contract caused by the CFMG’s negligent acts or omissions, the
Contractor’s insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG
20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the
CFMG’s insurance and shall not contribute with it.
10.1.3 NOTICE OF CANCELLATION. Coverage shall not be canceled, except with notice to the City
by the CFMG.
10.1.4 WAIVER OF SUBROGATION. CFMG hereby grants to City a waiver of any right to
subrogation which any insurer of said CFMG may acquire against the City by virtue of the payment of
any loss under such insurance. CFMG agrees to obtain any endorsement that may be necessary to affect
this waiver of subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
10.1.5 ACCEPTABILITY OF INSURERS. Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise
acceptable to the Entity.
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10.1.6 CLAIMS MADE POLICIES. If any of the required policies provide coverage on a claims-made
basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the
beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five(5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the
Consultant must purchase “extended reporting” coverage for a minimum of five (5)
years after completion of contract work.
10.1.7 VERIFICATION OF COVERAGE. CFMG shall furnish the Entity with original Certificates of
Insurance including all required blanket endorsements (or copies of the applicable policy language
effecting coverage required by this clause) to Entity before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive the Consultant’s obligation to provide
them.
10.1.8 SUBCONTRACTORS. CFMG shall require and verify that all subcontractors maintain insurance
meeting all the requirements stated herein.
10.2 INDEMNIFICATION. CFMG agrees to indemnify and hold harmless the City, its officials, agents,
and employees from and against any and all claims, actions, lawsuits, damages, judgments or
liabilities of any kind whatsoever caused by, based upon or arising out of any act, conduct,
misconduct or omission of CFMG, its agents, employees, or independent contractors in connection
with the performance or non-performance of its duties under this Agreement.
The City agrees to indemnify and hold harmless CFMG, its officials, agents, and employees from
and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind
whatsoever caused by, based upon or arising out of any act, conduct, misconduct or omission of
City, its agents, employees, or independent contractors, to the extent allowed by law. The City agrees
to promptly notify CFMG in writing of any incident, claim or lawsuit of which they become aware
and shall fully cooperate in the defense of such claim. The City agrees that CFMG’s indemnification
and defense obligations do not apply for any costs or expenses, including attorney’s fees or
settlements, incurred or effected prior to written notice to Contractor as set forth above. Upon written
notice of claim, Contractor shall take all steps necessary to promptly defend and protect the City
from an indemnified claim, including retention of defense counsel, and CFMG shall retain sole
control of the defense while the action is pending, to the extent allowed by law.
10.3 HIPAA. CFMG, the City, SAJ, and their employees, agents and subcontractors shall fully comply
with, and shall implement all necessary policies and/or procedures in order to comply with, the
requirements of HIPAA as it applies to the services provided under this Agreement. The City, Jail,
and their employees and agents shall indemnify and hold harmless Contractor from and against any
claims of any kind made as a result of alleged or actual violations of HIPAA by the City and its
employees, agents and subcontractors, unless such claims are proven to be caused by the sole
negligence or willful misconduct of Contractor.
ARTICLE XI
MISCELLANEOUS
11.0 INDEPENDENT CONTRACTOR STATUS. It is mutually understood and agreed, and it is the
intent of the Parties hereto that an independent contractor relationship be and is hereby established
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under the terms and conditions of this Agreement. Nothing in this Agreement shall be construed
to create an agency relationship, an employer/employee relationship, a joint venture relationship,
or any other relationship allowing the City to exercise control or direction over the manner or
methods by which CFMG, its employees, agents or subcontractors perform hereunder, or CFMG
to exercise control or direction over the manner or methods by which the City and its employees,
agents or subcontractors perform hereunder, other than as provided in this Agreement.
11.1 SUBCONTRACTING. In performing its obligations under the Agreement, it is understood that
CFMG is not licensed or otherwise authorized to engage in any activity that may be construed or
deemed to constitute the practice of medicine, dentistry, optometry, or other professional healthcare
service requiring licensure or other authorization under state law. To comply with these
requirements CFMG may engage physicians or other clinicians as independent contractors
(“Contract Professionals”), rather than employees, in order to supply the clinical services required
under this Agreement. CFMG shall engage Contract Professionals that meet the applicable
professional licensing requirements and CFMG shall exercise administrative supervision over such
Contract Professionals as necessary to insure the fulfillment of the obligations contained in this
Agreement. Contract Professionals shall provide clinical services under this Agreement in a
manner reasonably consistent with the independent clinical judgment that the Contract Professional
is required to exercise. It is further understood that CFMG may subcontract for specialized services
such as pharmacy, medical waste, medical supplies and other services or supplies which it is
required to provide under this Agreement.
11.2 AGENCY. For purposes of asserting any statutory rights afforded to the City to pay providers for
medical services at certain reduced rates, City designates CFMG as their agent to assert such rights
and privileges.
11.3 EQUAL EMPLOYMENT OPPORTUNITY. CFMG will not discriminate against any employee
or applicant for employment because of race, color, religion, sex, ancestry, national origin, place
of birth, marital status, sexual orientation, age or handicap unrelated to a bona fide occupational
qualification of the position or because of status as a disabled veteran or Vietnam-Era veteran.
Contractor will distribute copies of its commitment not to discriminate to all persons who
participate in recruitment, screening, referral and selection of job applicants, and to prospective job
applicants.
11.4 WAIVER OF BREACH. The waiver of either Party of a breach or violation of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of
the same or other provision hereof.
11.5 OTHER CONTRACTS AND THIRD-PARTY BENEFICIARIES. The Parties acknowledge
CFMG is neither bound by or aware of any other existing contracts to which the City is a party and
which relate to the providing of health care to Inmates/Detainees at the SAJ. The Parties agree they
have not entered into this Agreement for the benefit of any third person or persons, and it is their
express intention this Agreement is for their respective benefits only and not for the benefits of
others who might otherwise be deemed to constitute third-party beneficiaries thereof.
11.6 FORCE MAJEURE. In case performance of any terms or provisions hereof shall be delayed or
prevented because of compliance with any law, decree or order of any governmental agency or
authority of local, State or Federal governments or because of riots, war, terrorism, explosions, acts
of civil or military authority, acts of public enemy, public disturbances, lack of adequate security
escorts, strikes, lockouts, differences with workers, earthquakes, fires, floods, Acts of God or any
other reason whatsoever which is not reasonably within the control of the Party whose performance
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is interfered with and which, by the exercise of reasonable diligence, said Party is unable to prevent;
the Party so suffering may, at its option, suspend, without liability, the performance of its
obligations hereunder during the period such cause continues.
11.7 MATERIAL CHANGES IN SCOPE OR CIRCUMSTANCES, OR EMERGENCY
CIRCUMSTANCES. If at any time during the Term of this Agreement, the City requests a
change in the scope, volume, quality/degree or quantum of services to be provided by Contractor,
or the scope of services set out herein must materially be changed as a result of any of the
following, any of which would result in an increase to the cost of providing the services or which
Contractor notifies the City affects CFMG’s ability to provide the requested scope of services
under the circumstances, (a “Material Change Circumstance”), including, but not limited to any
of the following:
• There is or are new, amended, and/or repealed law(s) or regulation(s) (including statutes,
codes, Agency orders/memoranda and/or case law), or changes to the Client’s policies,
procedures, practices, or circumstances, any or all of which render performance under the
Agreement partially or completely impracticable or impossible under the Agreement’s
existing terms;
• The United States Food and Drug Administration (“FDA”) or another regulatory body
approves (or issues an emergency use authorization for) a new therapy/ies or treatment
modality/ies, there are changes to legal/regulatory requirements concerning the treatment
of Client’s patients, and/or changes to the applicable standard of care that materially
impact the Contractor’s ability to provide services and/or costs under the Agreement;
• Contractor’s performance hereunder is impacted by any event related to a Public Health
Emergency (PHE) declared pursuant to Section 319 of the Public Health Service Act, a
Disaster declaration pursuant to the Stafford Act (2 U.S.C. §§ 5121-5207), or any similar
announcement or proclamation made by the Federal Government or any Federal Agency,
any Federally recognized Native American Tribe, or any State, County/Parish or Local
Government pursuant to an analogous provision of Federal or non-Federal law or rule
(each, an “Emergency Circumstance”).
the parties shall follow the procedures outlined in Subsection 11.7.1 below:
11.7.1 In the event of any Material Change Circumstance, upon notice from a Party, the Parties shall
meet and in good faith re-negotiate the terms of this Agreement. Material changes agreed upon by
the parties are subject to approval by the City Council for the City of Santa Ana. Changes which
do not increase the overall compensation to this Agreement may be approved by the City Manager
and the City Attorney. Neither Party shall unreasonably delay or withhold consent to such
negotiations, or the proposed modifications resulting from such negotiations. In the event the
Parties are not able to reach mutually acceptable changes to the Agreement after thirty (30) days,
either Party may thereafter terminate the Agreement without cause upon providing ninety 90 days’
notice thereafter.
11.8 PERFORMANCE MEASURES. The City may assess penalties in the following amounts
related to CFMG’s failure to meet the standards listed below. CFMG and City agree that such
penalties may be provided as invoice credits by Contractor upon the mutual agreement of the
parties in writing.
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•A penalty of $200 per receiving screening may be assessed for CFMG’s failure to
perform receiving screenings within four (4) hours of a patient’s booking at the jail.
•A penalty of $150 per health assessment may be assessed for CFMG’s failure to perform
health assessments within fourteen (14) days of a patient’s booking at the jail.
11.9 ASSIGNMENT. Except as otherwise provided herein, the Parties may not assign any of their rights
or delegate any of their duties under this Agreement without the prior written consent of the other
Party; provided however, that CFMG, upon notice to the City, may assign its rights or delegate its
duties to an affiliate of CFMG, or in connection with the sale of all or substantially all of the stock
assets or business of CFMG,. Any unauthorized attempted assignment shall be null and void and
of no force or effect.
11.10 NOTICES. Any notice of termination, requests, demands or other communications under this
Agreement shall be in writing and shall be deemed delivered: (a) when delivered in person to a
representative the Parties listed below; (b) upon receipt when mailed by overnight courier service,
mailed by first-class certified or registered mail, return receipt requested, addressed to the Party at
the address below; or (c) upon confirmation of receipt if sent by facsimile to the fax number of the
Party listed below:
If for Contractor: If for City:
CFMG, Inc. Clerk of the City Council
Attn: Chief Legal Officer City of Santa Ana
3340 Perimeter Hill Dr. 20 Civic Center Plaza (M-30)
Nashville, TN 37211 P.O. Box 1988
Santa Ana, CA 92702
With Courtesy Copy to:
Chief of Police
City of Santa Ana
60 Civic Center Plaza
Santa Ana, CA 92702
Such address may be changed from time to time by either Party by providing written notice as
provided above.
11.11 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the
laws of the State of California without regard to the conflicts of laws or rules of any jurisdiction.
11.12 EXECUTION AUTHORITY. By their signature below, each signatory individual certifies that
they are the properly authorized agent or officer of the applicable Party hereto and have the requisite
authority necessary to execute this Agreement on behalf of such Party, and each Party hereby
certifies to the other than any resolutions necessary to create such authority have been duly passed
and are now in full force and effect.
11.13 SURVIVAL. The following provisions will survive any termination or expiration of the
Agreement: Article VIII, Article IX and Article X.
11.14 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be considered an original and all of which shall constitute but one and the same instrument.
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11.15 TITLES OF PARAGRAPHS. Titles of paragraphs are inserted solely for convenience of
reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they
relate.
11.16 SEVERABILITY. In the event that any one or more provisions of this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement and this Agreement shall be
construed and enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.
11.17 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the Parties and is
intended as a complete and exclusive statement of the promises, representations, negotiations,
discussions and Agreements that have been made in connection with the subject matter hereof.
This Agreement may be amended at any time, but only with the written consent of all Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as their official act by
their respective representative, each of whom is duly authorized to execute the same.
AGREED TO AND ACCEPTED AS STATED ABOVE:
CITY OF SANTA ANA, CALIFORNIA
___________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
CFMG, INC.
___________________________________
Name: Grady “Judd” Bazzel, MD
Title: President
Date: ______________________________
See attached signature page
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
CITY OF SANTA ANA
_______________________
KRISTINE RIDGE
City Manager
ATTEST:
_______________________
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _______________________
TAMARA BOGOSIAN
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
________________________
DAVID VALENTIN
Chief of Police
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EXHIBIT A – STAFFING MATRIX
Staffing for the Santa Ana Jail ADP - 400
Day Shift
POSITION
Mon
Tues
Wed
Thur
Fri
Sat
Sun
Hrs/
Week
FTEs
Medical Director 4 4 0.1
Mid-Level Provider NP/PA 8 8 8 24 0.6
HSA 8 8 8 8 8 40 1.0
Charge RN 12 12 12 12 12 10 10 80 2.0
RN (Sick Call/H&P) 8 8 8 8 8 40 1.0
LVN 24 24 24 24 24 24 24 168 4.2
Administrative Assistant 8 8 8 24 0.6
Psychiatric ARNP 4 4 8 0.2
Dentist 4 4 8 0.2
Dental Assistant 4 4 8 0.2
Mental Health Professional 10 10 10 10 10 10 10 70 1.75
Total Hours/FTE - Day 474 11.85
Night Shift
Charge RN 10 10 10 10 10 10 10 70 1.75
LVN 24 24 24 24 24 24 24 168 4.2
Total Hours/FTE - Night 238 5.95
Weekly Total
TOTAL HOURS/FTE - Per Week 712 17.8
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