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HomeMy WebLinkAbout7.1 - Funding Agreement and MOU for Axis Community Health Mental Health Urgent Care Pilog ProjectSTAFF REPORT CITY COUNCIL Page 1 of 3 Agenda Item 7.1 DATE:March 2, 2021 TO:Honorable Mayor and City Councilmembers FROM:Linda Smith, City Manager SUBJECT:Funding Agreement and Memorandum of Understanding for Axis Community Health’s Mental Health Urgent Care Pilot Project Prepared by: Linda Smith, City Manager EXECUTIVE SUMMARY: The City Council will consider authorizing the City Manager to enter into a Funding Agreement with Axis Community Health, as well as a Memorandum of Understanding with the cities of Pleasanton and Livermore, to provide funding to the proposed Mental Health Urgent Care pilot project. STAFF RECOMMENDATION: By motion, authorize the City Manager to enter into the Funding Agreement with Axis Community Health and the Memorandum of Understanding with the cities of Pleasanton and Livermore. FINANCIAL IMPACT: The cost to fund a one-year pilot project is approximately $277,126. There is also an anticipated start-up cost of $44,369. The total project cost is $321,495; of this amount, $250,000 is expected to be offset by a grant from Alameda County Behavioral Health. The cities of Dublin, Pleasanton and Livermore will split the remainder of costs at $23,831.67 each. The City of Dublin has adequate funding available in the current operating budget to cover this expense. DESCRIPTION: Background At its November 2020 meeting, the City Council received an overview of mental health resources available in the Tri-Valley region. The report included a list of providers and their related services. The report also included information on an opportunity to work with Axis Community Health on an innovative approach to address more immediate mental health needs, through the establishment of a regional Mental Health Urgent Care Center. The COVID pandemic has exacerbated an already-increased need for mental health services in the 169 Page 2 of 3 Tri-Valley. Healthcare providers, law enforcement, and schools agree that this issue needs to be addressed before it reaches a crisis point. And while there are traditional resources available, these options typically result in a delayed response to the person experiencing mental health challenges. It can take weeks to get an appointment or to navigate the insurance matters if they have insurance at all. The inability to conduct a timely assessment and identify a treatment plan often results in calls to 911, trips to the emergency room and, at times, voluntary or involuntary holds at John George Psychiatric Hospital. Additionally, the current behavioral health system is fragmented, affecting the ability to connect patients and their families with resources to help guide and support them in achieving wellness. In an effort to address these issues, particularly the impact to law enforcement, the cities of Dublin, Pleasanton and Livermore began discussing mental health support options and held virtual meetings with Axis Community Health in the summer of 2020. Axis Community Health has been a long-standing health partner in the region and has a sizeable behavioral health program. The discussions were wide ranging and substantive, resulting in the proposal to establish of an urgent care center model for the region. Proposal for Mental Health Urgent Care Center Under the proposal, the Axis Mental Health Urgent Care Center will be available to all members of the community, regardless of income or insurance status. Individuals and families with urgent mental health needs will be able to call for same-day appointments via telehealth, and ultimately, in person subject to COVID conditions. The Center will serve as a central entry point for assessment, triage, treatment, and care coordination for anyone seeking mental health treatment, regardless of insurance type or status. Like a medical urgent care setting, the Center will provide assessment and timely connection to services, in a setting that is less costly to operate than an emergency department. In terms of staffing, the Center will include a care coordinator, a licensed therapist, and an on-call psychiatrist. The service will be under the direction of Axis’s Chief of Behavioral Health Services, who is a licensed psychologist. Staff will utilize mental health screening tools, conduct bio- psychosocial diagnostic assessments, and provide brief counseling and trauma treatment. Psychiatric care will be provided via telehealth for patients that require medication management, and patients will be connected to an ongoing treatment provider that is appropriate to their needs. Like medical urgent care, staff will see patients with an immediate need, and assist in coordinating care that connects patients (and families) to ongoing care with a provider and behavioral health support resources. Axis is proposing to utilize a telehealth model as well as at its physical site at W. Las Positas Blvd. in Pleasanton. In the initial pilot, hours will be 3:00 pm to 8:00 pm, Monday through Friday, but could be expanded or modified, dependent upon funding availability and community need. Services would be available for ages 5 and above, and available to individuals, couples, and families. It is anticipated that the Center would handle 15 to 20 care coordination visits per week, and an estimated 15 to 20 counseling visits per week. An estimated 500 unique patients would be served in year one, based upon 20 patients per week with an average of three to six visits per patient over 170 Page 3 of 3 the course of several weeks as they get situated with a provider for longer term care. Funding Partners The cost to fund a one-year pilot project is approximately $277,000. There is also an anticipated start-up cost of approximately $44,000. This will provide Axis with two months of funding to mobilize for a full year of patient operations. There are several funding partners for this proposal, including the largest contributor of Alameda County Behavioral Health (ACBH). ACBH awarded the pilot project with a grant of $250,000. The cities of Dublin, Pleasanton and Livermore will split the remainder of the cost equally as outlined in the attached Memorandum of Understanding and summarized below. If the funding from ACBH does not ultimately materialize, the three cities would split the cost of the Center equally in the pilot project period. As proposed, the City of Dublin would serve as the fiscal agent and directly enter into the Funding Agreement with Axis. Table 1: Fair Share Contributions by Cities Staff at the three cities and at Axis are also in preliminary discussions with local health care providers, such as Stanford, Sutter, and Kaiser to provide future financial assistance to the Center and to potentially work in partnership with Axis during and beyond the initial project year. Staff is recommending that the City Council authorize the City Manager to enter into the Funding Agreement with Axis and sign the Memorandum of Understanding with the other two cities to share in the funding of this effort. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Funding Agreement between the City of Dublin and Axis Community Health 2) Memorandum of Understanding between The City of Dublin, The City of Livermore, and the City of Pleasanton City Fair Share Contribution (without grant approval) Fair Share Contribution (with grant approval) Dublin $107,165 $23,831.67 Livermore $107,165 $23,831.67 Pleasanton $107,165 $23,831.67 171 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 1 of 13 FUNDING AGREEMENT BETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH FOR MENTAL HEALTH URGENT CARE SERVICES PILOT PROGRAM THIS AGREEMENT is made by and between the City of Dublin (“City”) and Axis Community Health (“Axis”) (together sometimes referred to as the “Parties”) as of _________________ 2021 (the “Effective Date”). RECITALS This Agreement is made with respect to the following facts and purposes which each of the parties acknowledge and agree are true and correct: a. The need for mental health services in the Tri-Valley has increased dramatically over the last decade and has been further exacerbated by the COVID-19 Pandemic. b. Residents of the Tri-Valley have limited access to immediate mental health services, often resulting in individuals and families calling 911, utilizing an emergency room for immediate treatment, navigating a complicated delivery system, or waiting until an appointment with their provider is available. c. To address this growing need and lack of access, Axis has proposed the innovative solution of creating a Mental Health Urgent Care Center which will be available to all members of the community, regardless of income or insurance status. d. The City of Dublin along with the Cities of Livermore and Pleasanton, want to support this solution by contributing to the financial cost of the Mental Health Urgent Care Center, and have entered into a Memorandum of Understanding clarifying the funding responsibilities of each entity, with the City of Dublin serving as the fiduciary agent and contracting agency with Axis. Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Axis shall provide services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2022. Axis shall provide the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. 1.2 Standard of Performance. Axis shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Axis is engaged. 172 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 2 of 13 1.3 Assignment of Personnel. Axis shall assign only competent personnel to perform services pursuant to this Agreement. 1.4 Time. Axis shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Axis’s obligations hereunder. 1.5 Reporting Requirements.Axis shall provide quarterly reports to City including the data and information identified in Exhibit C. Section 2.COMPENSATION. City hereby agrees to pay Axis a sum of $44,369 for “Project Budget Start Up Costs” as further described in Exhibit A. City hereby agrees to pay Axis a sum of $27,126 for “Project Budget Year 1 Costs” as further described in Exhibit A, which assumes Alameda County Department of Behavioral Health Services (“County”) provides first year funding in the amount of $250,000. If the County does not provide such compensation, the City hereby agrees to pay a total amount of $277,126 for “Project Budget Year 1 Costs.” The total maximum amount payable under this Agreement shall not exceed $321,495 notwithstanding any contrary indications that may be contained in Axis’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Axis’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Axis for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Axis for services rendered pursuant to this Agreement. Axis shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Axis shall not bill City for duplicate services performed by more than one person. Axis and City acknowledge and agree that compensation paid by City to Axis under this Agreement is based upon Axis’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Axis. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Axis and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Axis shall submit invoices, not more often than quarterly during the term of this Agreement, for a sum that is equal to or not more than one-fourth of the not to exceed amount. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Axis. 2.3 Total Payment. City shall pay for the services to be rendered by Axis pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever 173 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 3 of 13 incurred by Axis in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Axis submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Payment of Taxes. Axis is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.5 Payment upon Termination. In the event that the City or Axis terminates this Agreement pursuant to Section 8, the City shall compensate the Axis for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Axis shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.6 Authorization to Perform Services. The Axis is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until execution of this agreement by the City of Dublin. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Axis shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4.INSURANCE REQUIREMENTS. Before fully executing this Agreement, Axis, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Axis and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Axis shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Axis shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Axis's bid or proposal. Axis shall not allow any subcontractor to commence work on any subcontract until Axis has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Axis shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Axis shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Axis. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, 174 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 4 of 13 Axis may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Axis, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Axis shall submit the following: a.Certificate of Liability Insurance in the amounts specified in the section; and b.Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Axis, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a.The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. 175 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 5 of 13 b.City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Axis; or automobiles owned, leased, hired, or borrowed by the Axis. c.Axis hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Axis agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d.For any claims related to this Agreement or the work hereunder, the Axis’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Axis’s insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Axis shall submit the following: a.Certificate of Liability Insurance in the amounts specified in the section; b.Additional Insured Endorsement as required by the section; c.Waiver of Subrogation Endorsement as required by the section; and d.Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Axis, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. 176 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 6 of 13 c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Axis shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d.A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Axis shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Axis shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Axis by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Axis beginning work, it shall not waive the Axis’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Axis shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Axis shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 177 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 7 of 13 4.4.6 Subcontractors. Axis shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies City may have if Axis fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Axis’s breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Axis to stop work under this Agreement or withhold any payment that becomes due to Axis hereunder, or both stop work and withhold any payment, until Axis demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND AXIS’S RESPONSIBILITIES. Refer to the attached Exhibit B, which is incorporated herein and made a part of this Agreement. Section 6.STATUS OF AXIS. 6.1 Relationship of Parties. Nothing contained in this Agreement shall be construed as creating the relationship of employer and employee or principal and agent between City and Axis or Axis’s agents or employees, and Axis shall at all times be wholly responsible for the manner in which it or its agents, or both, perform under this Agreement. . 6.2 Axis Not an Agent. Except as City may specify in writing, Axis shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Axis shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Axis and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Axis’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 178 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 8 of 13 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Axis and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Axis represents and warrants to City that Axis and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Axis represents and warrants to City that Axis and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Axis and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Axis shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Axis under this Agreement. Axis shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement upon 30 days’ notice and without cause upon written notification to Axis. Axis may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Axis shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Axis delivering to City any or all documents that are specific to this program and agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Axis understands and agrees that, if City grants such an extension, City shall have no obligation to provide Axis with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to 179 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 9 of 13 reimburse Axis for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Axis recognize and agree that this Agreement contemplates personal performance by Axis and is based upon a determination of Axis’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Axis. Axis may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Axis shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Axis shall survive the termination of this Agreement. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Axis’s Performance. During the term of this Agreement, Axis shall permit representatives of City, at all reasonable times, to have access to, examine, and make copies, at City's expense, of Grantee’s books, records, and documents relating to this Agreement, in accordance with applicable law. 9.2 Axis’s Books and Records. Axis shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Axis to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Axis to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10.MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which 180 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 10 of 13 that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns.The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Axis shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Axis may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Axis in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Axis shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Axis hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Axis was an employee, agent, appointee, or official of the City in the previous 12 months, Axis warrants that it did not participate in any manner in the forming of this Agreement. Axis understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Axis will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Axis will be required to reimburse the City for any sums paid to the Axis. Axis understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 181 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 11 of 13 At City’s sole discretion, Axis may be required to file with the City a Form 700 to identify and document Axis’s economic interests, as defined and regulated by the California Fair Political Practices Commission. If Axis is required to file a Form 700, Axis is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Axis agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Axis shall be sent to: Axis Community Health Attn: Sue Compton, CEO 5925 W. Las Positas Blvd. Ste. 100 Pleasanton, CA 94588 Any written notice to City shall be sent to: City of Dublin Attn: Linda Smith, City Manager 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between City and Axis and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Indemnification Exhibit C Reporting Requirements 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Axis’s signature below Axis certifies that Axis, and any parent entities, subsidiaries, successors or subunits of Axis are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. 182 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 12 of 13 SIGNATURES ON FOLLOWING PAGE 183 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 13 of 13 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN AXIS COMMUNITY HEALTH Linda Smith, City Manager Sue Compton, CEO Attest: Marsha Moore, City Clerk Approved as to Form: City Attorney 3695844.1 184 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit A – Page 1 of 5 EXHIBIT A SCOPE OF SERVICES PROJECT PROPOSAL: Mental Health Urgent Care Services for Tri-Valley Residents Prepared by: Sue Compton, CEO Dr. Jennifer Penney, Chief of Behavioral Health Services Valerie Jonas, Chief Development Officer A Growing Need in Our Community The need for mental health services in the Tri-Valley has increased dramatically in the last decade and has been further exacerbated by the COVID pandemic. A growing number of people are experiencing depression and anxiety, and the number of involuntary detentions for 72-hour psychiatric hospitalizations (5150s) continues to increase. Stanford HealthCare-ValleyCare’s 2019 Community Health Needs Assessments identified behavioral health/mental health as the number one priority out of eleven health needs in the Tri-Valley. All three Tri-Valley school districts indicate growing concerns regarding student mental health issues, and local law enforcement agencies are recording growing numbers of psychiatric calls, which involve all ages, from children to seniors. Limited Access to Immediate Treatment Tri-Valley providers, including Axis Community Health, have responded to the increasing need for mental health services by expanding capacity for ongoing treatment. Yet, even with increased capacity, patients-- particularly those who have not yet established care with a provider—frequently wait weeks for an appointment with a licensed therapist or psychiatrist. Families that have health insurance face a confusing array of options for services that requires an intake process and often results in placement on a waiting list for services. Uninsured patients have limited choices for services and, because service providers are overburdened, often face delays in accessing care. Patients and families are left with the choice of calling 911, utilizing an emergency room for immediate treatment, navigating a complicated delivery system, or waiting until an appointment with their provider is available. All of these choices are especially difficult in a crisis situation. The inability to access assessment and treatment in a timely manner negatively impacts patients and those who care about them, including families and friends. The waiting period for assessment and treatment prolongs patient suffering and can exacerbate symptoms, leading to a more acute situation. Patients in distress arrive with increasing frequency at emergency rooms at Stanford Health Care – ValleyCare, Sutter Health, John Muir, Kaiser Permanente or Alameda County’s John George Psychiatric Hospital—either voluntarily or involuntary (5150). Local law enforcement agencies are often involved as well, both in situations that could be handled effectively with a mental health professional or in more concerning situations in which the patient is combative or potentially a risk to others. Once assessed in an emergency department setting, a lack of community-based resources often results in a challenge in connecting the patient and family with non-emergency room assessment, treatment and care coordination. The result is a significant gap in accessing continuing behavioral health care services. Those who reach out for assistance from law enforcement face the difficult choice of being 5150’d or having to 185 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit A – Page 2 of 5 seek help via local medical and social service entities – which can be especially problematic for issues that arise outside of standard business hours. Families are often left with the difficult choice of having their loved one sent to John George Hospital in San Leandro for a 72-hour hold or trying to manage the situation on their own. This type of situation is especially concerning for youth that are experiencing a psychiatric emergency, as parents must choose to have their child placed on a psychiatric hold at a site in Oakland – which can be additional trauma for the child – or they must try to handle the situation with little or no professional assistance. As these scenarios demonstrate, the behavioral health care system is fragmented and siloed, and services are not interconnected. Patients arrive at care entry points that may not have the capability of coordinating with other available resources. This makes transitions from provider-to-provider and/or care level-to-care level difficult for patients and their families. This is especially challenging when patients are released from 72-hour holds and are not given resources for continuing care. Additionally, there is not an effective system for connecting patients and their families to resources to help guide and support them in achieving wellness. Current resources in the Tri-Valley include an array of private providers who are affiliated with local hospitals and health plans. Axis Community Health is the predominant provider of counseling services for low income and uninsured Tri-Valley residents. There are also several smaller nonprofit agencies that provide limited services. Most providers – both private as well as nonprofit – have full caseloads. There are three additional nonprofit organizations that provide some support services, however, they are not providers of direct services. Proposal: Establishment of a Mental Health Urgent Care Center In response to these substantial gaps in access to care and coordinated support, Axis proposes an innovative solution: the creation of a Mental Health Urgent Care Center. This center will be available to all members of the community, regardless of income or insurance status. Individuals and families with urgent mental health needs will be able to call for same-day appointments. During the COVID pandemic, services will be provided via telehealth; long term plans would include a walk-in access point as well. The center will serve as a central entry point for assessment, triage, treatment, and care coordination for anyone seeking mental health treatment, regardless of insurance type or status. Like a medical urgent care setting, Axis MH Urgent Care will provide assessment and timely connection to services--in a setting that is less costly than an emergency department. The MH Urgent Care staff will include a care coordinator, a licensed therapist, and an on-call psychiatrist. The service will be under the direction of Axis’s Chief of Behavioral Health Services, who is a licensed psychologist. Staff will utilize mental health screening tools, conduct bio-psychosocial diagnostic assessments and provide brief counseling and trauma treatment. Psychiatric care will be provided via telehealth for patients that require medication management, and patients will be connected to an ongoing treatment provider that is appropriate to their needs. Like medical urgent care, staff will see patients with an immediate need, and assist in coordinating care that connects patients (and families) to ongoing care with a provider and behavioral health support resources. Patients visiting the MH Urgent Care Center will be assessed to determine where their condition falls in the diagnostic range that includes: 1) mild to moderate, 2) moderate, or 3) severe. Typically, the majority of patients in a community setting are in the mild to moderate range. We anticipate that the majority of the 186 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit A – Page 3 of 5 patients that use the MH Urgent Care Center will be treatable at the site and/or via telehealth services. A small percentage (estimated at 5%) will require medication prior to being able to benefit from treatment. Under the guidance of the program’s psychiatrist, these patients will be referred to higher levels of care. Staff will have the ability to conduct assessments for patients presenting with suicidal ideation and will deescalate and avert 5150s when possible. Axis’s behavioral health providers are experienced at intervening when suicidal thoughts are presented, and most often, following careful assessment and development of a safety plan, a 5150 can be avoided. Many patients will require medication either right away or eventually. The psychiatrist will prescribe for patients enrolled in Medi-Cal plans; patients with other insurances will be referred to their providers for medication. Even for patients who are medication-resistant, which is frequently the case, a visit to the MH Urgent Care Center will help pave for the way for such intervention in the future. Axis proposes piloting the MH Urgent Care model utilizing a telehealth model as well as at its site at W. Las Positas Blvd. in Pleasanton. In the initial pilot, hours will be 3:00 pm to 8:00 pm, Monday – Friday, but could be expanded, dependent upon funding availability and community need. Services would be available for ages 5 and above, and available to individuals, couples and families. This service would be available to anyone in the community, regardless of insurance type or lack of insurance. The MH Urgent Care Center would provide an estimated 15 - 20 care coordination visits per week, and an estimated 15 - 20 counseling visits per week. An estimated 500 unique patients would be served in year one, based upon 20 patients per week with an average of 3 – 6 visits per patient over the course of several weeks as they get situated with a provider for longer term care. A New Community Resource During the planning phase, Axis will engage with key community agencies and organizations to get their input on developing and launching the MH Urgent Care Center. Once opened, Axis will publicize the MH Urgent Care Center throughout the community. In particular, Axis will outreach to community agencies and organizations that are frequently the first place a person having a mental or behavioral health difficulty contacts. These include: health providers, safety-net organizations, the faith community, NAMI, police departments, school personnel, and city personnel. Axis routinely receives calls from many of these entities seeking information on how to best assist individuals who contact them for help. An Axis MH Urgent Care Center would be the appropriate resource for all such inquiries. Key Benefits of the MH Urgent Care Center Axis believes strongly that this new model of access could have significant benefits for patients and the health care system. Positive outcomes will include: Reducing the number of emergency room visits for mental health needs Reducing the number of calls for assistance from law enforcement Reducing the number of involuntary psychiatric holds (5150s) Increasing willingness of individuals to access treatment because the burden of cost will be removed Increasing willingness of individuals to access treatment because the Care Coordinator will assist with connections to other needed resources Decreasing the amount of time individuals with a mental health need wait to access treatment 187 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit A – Page 4 of 5 Reducing stigma associated with accessing mental health care by providing mental health urgent care in a model that is similar to the medical urgent care model Reducing stigma by integrating MH Urgent Care Center services alongside other services at the Axis health center Axis welcomes the opportunity to bring this bold, innovative MH Urgent Care Center service to our community. Given our mission of providing community health care and our non-profit status, Axis is uniquely positioned to address this gap in access to treatment. We believe partnering with Tri-Valley health entities seeking to effectuate a true advancement in access to mental health services by utilizing community benefit and other resources is a forward-thinking approach to the problem of immediate treatment for urgent mental health needs. Proposed Project Timeline Months 1 – 3 Meet with key community agencies/organizations for input Recruit and hire staff for the MH Urgent Care Center Pilot Project (Licensed Therapist, Care Coordinator) Engage telehealth psychiatric services Prepare policies and procedures for MH Urgent Care Prepare facility space for MH Urgent Care (Axis has existing space at its W. Las Positas Blvd. site which would be activated once COVID restrictions allow)) Prepare and disseminate outreach materials for the MH Urgent Care Center in the community Month 4 Open MH Urgent Care Center (telehealth services only pending re-opening of site based services, estimated late 2021) Month 10 – 11 Complete pilot evaluation, to include analysis of patient data, patient outcomes and demand for services) Month 12 Explore option to increase service availability via additional staff and/or hours Space Intentionally Left Blank 188 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit A – Page 5 of 5 Project Budget - Start-Up (5/1/21 - 6/30/21) Personnel Rate FTE Total Clinical Supervision/Project oversight 88.00 0.30 $9,152 Licensed therapist (MFT/LCSW/PsyD)48.00 0.75 $12,480 Care coordinator 30.00 0.75 $7,800 Subtotal personnel $29,432 Fringe benefits @ 24%$7,064 Total personnel $36,496 Operating Contractor: Psychiatrist 168.00 5 hours $840 Marketing development/materials/printing $3,000 Project administration @ 10%$4,033 Total operating $7,873 Start-up total $44,369 Project Budget Year 1 (7/1/21 – 6/30/22) Personnel Licensed therapist (LCSW/PsyD) 0.75 FTE @ $48.00/hour $74,880 Care coordinator (1.0 FTE @ 30.00/hour)$62,400 Clinical supervision (0.05 FTE @ 52.00/hour)$5,408 Subtotal personnel $142,688 Fringe benefits @ 24%$34,245 Total personnel $176,933 Operating expenses Psychiatrist (on call consultant/ 8 hours/week)$70,000 Marketing activities and materials $5,000 Project administration/overhead (10% of project costs)$25,193 Total project/year 1 $277,126* * Alameda County Department of Behavioral Health Services has provided indication of intent to provide first year funding in the amount of $250,000. Pending approval, the remaining sum of $27,126 would be requested per terms of this agreement. 189 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit B – Page 1 of 1 EXHIBIT B INDEMNIFICATION Axis shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Axis’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Axis to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Axis’s obligation to defend and indemnify shall not be excused because of the Axis’s inability to evaluate Liability or because the Axis evaluates Liability and determines that the Axis is not liable to the claimant. The Axis must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Axis fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Axis under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Axis accepts or rejects the tender of defense, whichever occurs first. 190 Attachment 1 Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit C – Page 1 of 1 EXHIBIT C REPORTING REQUIREMENTS Axis shall provide to City a Quarterly Update Report by each of the following dates: Reporting Period: Due to City by: April 1 through June 30, 2021 July 20, 2021 July 1 through September 30, 2021 October 20, 2021 October 1 through December 30, 2021 January 20, 2022 January 1, through March 30, 2021 April 20, 2022 Each Quarterly Update Report shall include the following information: 1. Number of visits provided 2. Number of referrals provided 3. Number of referrals to emergency departments 4. Number of referrals to PD/5150’s 5. Patient demographic date (inclusive of zip code, ethnicity, gender, age) 6. Payer type (insurance/Medi-Cal/Medicare/other) 7. Number of patients using psychiatry services 191 Attachment 2 Page 1 of 3 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DUBLIN, THE CITY OF LIVERMORE, AND THE CITY OF PLEASANTON FOR MENTAL HEALTH URGENT CARE SERVICES PILOT PROGRAM FUNDING This Memorandum of Understanding (MOU) is entered into as of ___________________ 2021, by and between the City of Dublin, The City of Livermore, and the City of Pleasanton (Cities or Parties). RECITALS a. Axis Community Health has proposed the creation of a Mental Health Urgent Care Center Pilot Program to provide residents with access to urgent mental health services. b. The Cities want to supplement the mental health services provided to residents of the Cities by participating in this proposed pilot program. c. The Cities desire to enter into this MOU to clarify the responsibilities of all parties in regard to funding the Mental Health Urgent Care Services Pilot Program. NOW, THEREFORE, in consideration of the promises herein, the parties agree as follows: 1. Contractor.The Cities agree to fund Axis Community Health (Contractor) for the operations and management of the Mental Health Urgent Care Center Pilot Program. 2. Fiduciary Agent.The City of Dublin will act as the fiduciary agent and engage the Contractor in a Funding Agreement with a term of 14 months, not to exceed $321,495 for Project Start Up Costs and Project Budget Year 1 Costs as defined in the Funding Agreement attached as Exhibit A to this MOU. 3. Term.This Agreementshall commence onMay 1, 2021 and shall remain and continue in effect until June 30, 2022, unless amended or sooner terminated pursuant to the provisions of this MOU. Notwithstanding the foregoing this MOU may be extended on a month-to-month basis for up to 3 months upon the written consent of the Cities. 4. Compensation.Cities hereby agree to pay Contractor a sum not-to-exceed $321,495 for Project Start Up and for Project Budget Year 1 Costs. The amount to be paid by each City shall be equal to one-third of the above not-to-exceed amount. It should be noted that Contractor is expected to receive grant approval from Alameda County Behavioral Health in the amount of $250,000 for Project Budget Year 1 Costs, which would dramatically decrease the fair share contribution from each of the Cities as further shown below: The City of Dublin will bill the City of Livermore and the City of Pleasanton their fair share contributionby May 1, 2021, or as soon as practicable thereafter. The City of Livermore and the City of Pleasanton agree to pay the City of Dublin within 30 days of receiving an invoice from the City of Dublin. 5. Additional Parties.In the event that an additional party wishes to provide funding for this program, the Cities shall cause this MOU to be amended to include the additional party and funding amount. Such additional City Fair Share Contribution (without grant approval) Fair Share Contribution (with grant approval) Dublin $107,165 $23,831.67 Livermore $107,165 $23,831.67 Pleasanton $107,165 $23,831.67 192 Attachment 2 Page 2 of 3 amount shall be deducted from the not-to-exceed amount and the residual balance paid for by Cities in equal one-third portions. Amounts paid by the Cities above this amount will be refunded to the Cities within 30 days of receiving payment from an Additional Party. 6. Termination.In the event that the Contractor’s Service Agreement is terminated, or the City of Dublin no longer wises to serve as the fiduciary agent, the City of Dublin may cancel this MOU and any unspent funds will be returned to the Parties proportionally based upon the amounts paid as reflected in Section 4. 7. Amendments.The Parties may amend this MOU only by a writing signed by all the Parties. THIS AGREEMENT is executed the date and year first above written. CITY OF DUBLIN CITY OF LIVERMORE __________________________________________ Linda Smith, City Manager Marc Roberts, City Manager Attest:Attest: __________________________________________ City Clerk City Clerk Approved as to Form:Approved as to Form: __________________________________________ City Attorney City Attorney 193 Attachment 2 Page 3 of 3 CITY OF PLEASANTON Nelson Fialho, City Manager Attest: City Clerk Approved as to Form: City Attorney 3696772.1 194