AGREEMENT BETWEEN THE COUNTY OF VENTURA AND THE CITY OF CAMARILLO
FOR NON- EMERGENT COMMUNITY OUTREACH, ENGAGEMENT, CASE
MANAGEMENT AND RESOURCE COORDINATION SERVICES
This Agreement (“Agreement”) is made and entered into this July 1, 2026 (“Effective Date”), for the provision of non- emergent community outreach, engagement, case management and resource coordination services related to housing support by and between the County of Ventura, a political subdivision of the State of California, acting through its Ventura Health Care Agency (“COUNTY”), and the City of Camarillo, a California general law municipal corporation (“CITY”), individually, ("Party") and collectively, (the "Parties").
RECITALS
WHEREAS, CITY desires to enter into this Agreement with COUNTY for the performance of certain non- emergent community outreach, engagement, case management and resource coordination services related to housing support within its boundaries.
WHEREAS, COUNTY, through its Health Care Agency (HCA) Ambulatory Care Department, has staff with the qualifications, training, experience, and resources to perform community outreach, engagement, Case management, and coordinated services, and agrees to contract with CITY to perform such services on the terms and conditions set forth in this Agreement.
WHEREAS, the performance by COUNTY for CITY of the services described herein will require COUNTY to incur certain costs and expenses, including but not limited to costs and expenses related to salary and benefits, services and supplies, administrative expenses, and liability and workers compensation insurance, for COUNTY employee(s) designated to perform services under this Agreement, including but not limited to Community Services Coordinator (CSC), Community Health Worker (CHW), and related classifications, perform such services pursuant to this Agreement.
WHEREAS, it is the intent of the Parties that CITY reimburse COUNTY for all costs and expenses incurred by COUNTY related to its performance of services under this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants, terms and conditions contained herein and in the above recitals, the Parties agree as follows:
1. PERFORMANCE OF SERVICES
A. Subject to all of the terms and conditions of this Agreement, including but not limited to any additional terms and conditions contained in any exhibit hereto, COUNTY shall perform, and CITY shall be entitled to have COUNTY perform, such services for CITY as described in the attached Exhibit A-1 and A-2 (PROGRAM DESCRIPTION), incorporated herein by this reference.
B. The Parties acknowledge and agree that all person performing services under this Agreement shall be employees of COUNTY and not employees of CITY. No person employed by COUNTY hereunder shall have any CITY pension, civil service, or other status or right. The Parties acknowledge that COUNTY employees shall not be considered employees of CITY for any purpose, including but not limited to compensation, benefits, or retirement systems.
C. No employee of COUNTY shall perform any service for CITY that falls outside the scope of their duties as an employee of COUNTY while performing services or functions for CITY under this Agreement.
D. COUNTY shall retain sole responsibility for the supervision, direction, and control of its employees performing services under this Agreement.
E. No service except those described in Exhibit A-1 and A-2 (PROGRAM DESCRIPTION) shall be performed under this Agreement by an employee of COUNTY, unless modified in accordance with Section 7 (AMENDMENT) of this Agreement.
F. If the Parties mutually agree that COUNTY personnel will perform services withing CITY administrative offices or other CITY-designated locations, CITY shall, at its own cost and expense, provide or reimburse COUNTY for all necessary office space, furniture, furnishings, and equipment, office supplies, stationery, notices, forms, and like materials. Any equipment or furnishings provided by CITY shall remain the property of CITY.
2. PAYMENT FOR SERVICES
A. In consideration of COUNTY's performance of the services pursuant to this Agreement, CITY shall pay COUNTY according to this Section 2 and Exhibit B (PAYMENT PROVISIONS), attached hereto and incorporated herein by this reference.
B. In exchange for the provision of COUNTY personnel to perform services under this Agreement, CITY agrees to reimburse COUNTY for the actual costs incurred by COUNTY, including but not limited to salary and benefits, supporting services and supplies, and administration costs, as further described in Exhibit B (PAYMENT PROVISIONS).
Unless otherwise specified in Exhibit B, supporting services and supplies shall be calculated at ten percent (10%) of total salary and benefits, and administrative costs shall be calculated at fifteen percent (15%) of the total of all other cost components.
If the cost to COUNTY of personnel salary or benefits increases during the term of this Agreement, such increases may be reflected in COUNTY’s invoices, provided that total payments do not exceed the Not-To-Exceed Limit set forth in subsection C.
C. The total sum of all payments made by CITY to COUNTY for the performance of services under this Agreement shall not exceed $860,766 (the “Not-To-Exceed Limit”). CITY expressly reserves the right to deny any payment or reimbursement requested by COUNTY for any expense in excess of the Not-To-Exceed Limit. CITY acknowledges that COUNTY is under no obligation to perform services beyond the Not-To-Exceed Limit unless the Parties execute an amendment pursuant to Section 7 (Amendment).
3. TERM
A. The initial term of this Agreement shall be from July 1, 2026 through June 30, 2028 (the “Initial Term”).
B. The Initial Term may be extended, upon mutual agreement of both Parties up to two (2) additional one (1)-year terms, with each extension term coinciding with COUNTY's fiscal year (July 1 st to June 30 th) upon the execution of an amendment pursuant to Section 7 (AMENDMENT).
4. TERMINATION
A. Either Party may terminate this Agreement for any reason by giving the other Party at least sixty (60) days written notice of its intent to terminate.
B. In the event of any termination, CITY shall pay COUNTY for all services performed and costs incurred prior to the effective date of such termination, accordance with the terms of this Agreement.
5. NATURE OF RELATIONSHIP
A. Independent Contractor. The Parties agree that the relationship created by this Agreement between COUNTY and CITY is that of an independent contractor. In performing the services described herein, COUNTY shall at all times act and perform as an independent contractor of CITY, and not as a partner, joint venture, agent, or employee of CITY, and nothing contained herein shall be construed to be inconsistent with this relationship or status. COUNTY, by virtue of this Agreement, shall not have any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of CITY or to bind the CITY in any manner. Except for any materials, procedures, or subject matter agreed upon between the Parties, COUNTY shall have complete control over the method, manner, details, and means of performing services pursuant to this Agreement. COUNTY shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as provided herein, shall not be subjected to CITY's control with respect to the physical action or activities of COUNTY in performing services under this Agreement. CITY may provide input regarding program priorities and coordination of services and accept and reject applications for occupancy of CITY housing units; however, COUNTY shall retain sole responsibility for the supervision, direction, and control of its personnel. Despite any provision of this Agreement that may appear to give CITY the right to direct COUNTY as to the details of performing the services required herein or to exercise a measure of control over such services, COUNTY shall follow CITY’s direction only with respect to the desired results of the services and not the means by which those results are accomplished.
B. Non-Exclusivity. While this Agreement is in effect, COUNTY may, independent of its relationship with CITY and without breaching this Agreement or any duty owed to CITY under this Agreement, render the same or similar services to any other entity. While this Agreement is in effect, CITY may, independent of its relationship with COUNTY and without breaching this Agreement or any duty owed to COUNTY, contract with other individuals and entities to perform or render to CITY the same or similar services performed by COUNTY under this Agreement.
6. ASSIGNMENT AND SUBCONTRACTORS
A. Neither Party shall assign, transfer, convey, subcontract, or otherwise delegate any rights, duties, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempted assignment or transfer without such consent may be deemed a material breach of this Agreement.
Each Party shall provide the other Party with written notice at least thirty (30) days prior to any change in its legal name, ownership structure, corporate status, or federal tax identification number (TIN), as applicable.
Any change resulting in a new legal entity or federal tax identification number shall be subject to the other Party’s approval. The Parties may require execution of an amendment, assignment and assumption agreement, or a new agreement, as determined appropriate.
Payments under this Agreement shall only be issued to the legal entity and federal tax identification number identified in this Agreement unless otherwise approved in writing by the paying Party.
Failure to provide required notice or obtain approval for such changes may constitute a material breach of this Agreement.
7. AMENDMENT
This Agreement may be amended or modified by the mutual agreement of the Parties if such amendment or modification is in written form executed on behalf of both Parties. No amendment or modifications shall be effective unless in writing and signed by both Parties.
8. NOTICE
All notices, requests, and other communications (collectively, “Notices”) under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) United States mail, registered or certified, return receipt requested; (c) nationally recognized overnight courier; or (d) email.
A.Addresses.
If to County:
Health Care Agency, Director, Complex Care Coordination and System Integration 5851 Thille Street, 1st Floor
Ventura, California 93003
Email: [email protected]
Copy to: [email protected]
If to CONTRACTOR:
Name: City of Camarillo
Attn: Greg Ramirez, City Manager
Camarillo City Hall
601 Carmen Drive
Camarillo, CA 93010
Email: [email protected]
B.Effectiveness. Notices shall be deemed given: (i) upon receipt if delivered personally; (ii) three (3) business days after deposit in the U.S. mail as registered or certified, return receipt requested; (iii) one (1) business day after deposit with an overnight courier; or (iv) when transmitted by email, on the date sent if transmitted on a business day before 5:00 p.m. Pacific Time, and otherwise on the next business day, provided no “undeliverable” or similar notice of failed delivery is received by the sender.
C.Email Notices. Email Notices satisfy any requirement that a Notice be “in writing.” No read receipt is required. The Parties shall keep current the email addresses designated above.
D.Changes. Either Party may change its Notice address or email by providing written Notice to the other Party in accordance with this Section.
9. COMPLIANCE WITH LAWS
The Parties agree that its officers, agents, employees, and subcontractors will obey all local, State, and federal laws and regulations in the performance of this Agreement, including, but not limited to laws and regulations related to minimum wages requirements, nondiscrimination, and the protection of confidential and protected health information (PHI), as applicable.
10. REQUIRED LICENSES, CERTIFICATES, AND PERMITS
COUNTY shall ensure its officers, agents, employees and/or subcontractors secure and maintain in force, at COUNTY’s cost and expense, all licenses, certificates, and permits as are required by law in connection with the performance of services pursuant to this Agreement.
11. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY The Parties represent and agree that they shall not discriminate against any employee or applicant for employment on the basis of any protected classification under applicable federal or State law, including but not limited to race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, national origin, ancestry, disability, medical condition, marital status, age, or veteran status, in accordance with applicable law, including California Constitution, Article I, Section 31, and California Government Code section 12940.
12. CONFIDENTIALITY AND PRIVACY
A. The Parties shall comply with all applicable federal and state laws and regulations governing the confidentiality and protection of information in the performance of this Agreement. To the extent that either Party receives or has access to confidential information, including personally identifiable information, such information shall be used and disclosed only as permitted by applicable law and this Agreement. The Parties acknowledge that services under this Agreement are intended to be non-clinical in nature; however, to the extent protected health information is created, received, maintained, or transmitted, the Parties shall comply with all applicable privacy laws.
B. The Parties acknowledge that both COUNTY and CITY are subject to the California Public Records Act (Government Code section 7920.000 et seq.) and the Ralph M. Brown Act (Government Code section 54950 et seq.).
13. AUDIT OF RECORDS
COUNTY shall maintain full and accurate records with respect to all services performed under this Agreement. Subject to the provisions of Section 12 (CONFIDENTIALITY AND PRIVACY), CITY, upon reasonable advance notice, shall have access to such records during COUNTY’s normal business hours for the purpose of examining and auditing such records and making copies therefrom.
CITY may inspect data, documents, and other materials directly related to COUNTY’s performance under this Agreement, in accordance with applicable law. COUNTY shall retain such financial and program service records for the period required by applicable law following termination of and final payment under this Agreement.
14. INSURANCE
A. The Parties acknowledge and agree that each is a public agency and is self-insured or participates in a self-insurance program. Each Party shall maintain coverage or self-insurance at levels commensurate with its respective activities under this Agreement and as otherwise required by law. Each Party may, in its discretion, purchase commercial insurance to cover its exposure under this Agreement.
B. Upon the reasonable request of either Party, each Party shall provide to the other Party a certificate of insurance, evidence of self-insurance, or a substantially equivalent document evidencing workers’ compensation and general liability coverage.
15. INDEMNIFICATION
A. COUNTY agrees to indemnify, defend (with counsel acceptable to CITY), and hold harmless CITY, its officers, agents, employees and volunteers, from any and all costs, expenses, claims, suits, and liability including bodily or personal injury to or death of any person, and for injury to or loss of any property, resulting from or arising out of or in any way connected with any negligent or wrongful acts or omissions of COUNTY, its officers, agents, and employees, in performing or in failing to perform any services provided for, referred to in, or in any way connected with the services to be performed under this Agreement.
B. COUNTY, its officers, employee, agents, and department by this Agreement shall not assume any liability for the negligent or wrongful acts or omissions of CITY, nor any officer, agent, employee, or volunteer thereof, and CITY agrees to indemnify, defend (with counsel acceptable to COUNTY), and hold harmless COUNTY, its officers, agents, employees, and volunteers from any and all costs, expenses, claims, suits and liabilities resulting, arising out of, or in any way connected with any negligent or wrongful acts or omissions of CITY, its officers, agents, and employees, in performing or authorizing the performance of or in failing to perform or authorize the performance of any services provided for, referred to in, or in any way connected with the performance of services under this Agreement.
16. DISPUTE RESOLUTION
The Parties shall cooperate in good faith to informally resolve any dispute or claim arising out of or relating to this Agreement, including but not limited to the performance of and payment for services described herein. Prior to pursuing any formal remedy, the Parties shall elevate the dispute to designated representatives, including COUNTY Chief Executive Office and CITY Manager, who shall meet and confer in good faith to attempt to resolve the dispute. Such meeting(s) may occur in person or by mutually agreed means.
If the Parties are unable to resolve the dispute within ninety (90) days following such meeting, either Party may pursue any remedies available to it at law or in equity.
17. GOVERNING LAW AND VENUE
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles. Exclusive venue for any legal action arising out of or relating to this Agreement shall be in the Superior Court of California, County of Ventura.
18. ENTIRE AGREEMENT
This Agreement, together with its accompanying exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, inducements, promises, or agreements, whether written or oral. No amendment, modification, waiver, discharge, or termination of any provision of this Agreement shall be effective unless in writing and executed by authorized representatives of the Parties in accordance with Section 7 (AMENDMENT).
19. BINDING EFFECT
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns.
20. WAIVER OF DEFAULT
The waiver by either Party of any default shall not be deemed a waiver of any subsequent default.
The waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this Agreement unless such modification is made in accordance with Section 7 (AMENDMENT).
21. THIRD PARTY RIGHTS
Nothing in this Agreement shall be construed to give any rights or benefits to any person or entity other than COUNTY and CITY.
22. SEVERABILITY
If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable by a court of competent jurisdiction, or is found to be in contravention of any federal, state, or local law, the remaining provisions of this Agreement, or the application
thereof, shall not be affected thereby and shall remain in full force and effect to the fullest extent permitted by law.
23. SECTION AND PARAGRAPH HEADINGS
The section and paragraph headings in this Agreement are for convenience only and shall not be used to interpret, construe, or affect the meaning or intent of any provision of this Agreement.
24. AUTHORITY
Each Party represents and warrants that it has the requisite power and authority to enter into, execute, deliver, and perform this Agreement. Each Party further represents and warrants that the individual executing this Agreement on its behalf has the legal authority to bind that Party to the terms of this Agreement.
25. ELECTRONIC SIGNATURES
The Parties agree that this Agreement and any future amendments may be transmitted and signed by electronic or digital means by either Party or both Parties and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code Section 16.5 and California Civil Code Section 1633.7.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
COUNTY OF VENTURA CITY OF CAMARILLO
By: By:
Name: Name:
Title: Title:
Date: Date:
EXHIBIT A-1
PROGRAM DESCRIPTION
COMMUNITY SERVICES COORDINATOR
A. CSC Program; Generally
1. The purpose of this Agreement is to implement a CSC Program (the “Program”) in and for CITY for individuals who reside within the established City limits. As more fully described herein, the Program shall consist of COUNTY providing one and a half (1.5), full-time equivalent (FTE) staff member from COUNTY’s Whole Person Care team, to work in conjunction and collaborate with CITY, to coordinate the provision of non-emergent community outreach, engagement, case management and resource coordination services related to housing support for individuals identified as unhoused or at risk of losing housing by CITY.
B. CSC Designation
1. COUNTY employee that implements the Program and performs the services described in this Agreement shall be referred to as the CSC.
2. The CSC shall be a member of COUNTY’s Whole Person Care team and will possess the training, experience, and licenses/certifications, and will complete the background check, determined by COUNTY to be necessary or appropriate for the implementation of the Program and performance of services under this Agreement.
C. COUNTY Role and Responsibilities. COUNTY will perform the following services and functions:
1. COUNTY’s CSC will collaborate and partner with CITY's designated staff, as designated pursuant to Section D(l) of this Exhibit A-1 (PROGRAM DESCRIPTION- CSC), to provide community outreach, engagement, case management and resource coordination services related to housing support to former and current individuals identified unhoused by CITY. Services may include but not be limited to the following:
I. Provide non-emergent outreach, engagement, case management, housing navigation, and resource coordination services for individuals identified by CITY.
II. Conduct non-clinical screenings, needs assessments, service coordination, referrals, follow-up activities, and related field-based support services, as appropriate.
III. Assist individuals in accessing appropriate housing resources, social services, benefits, behavioral health resources, medical services, and other community- based supports, as appropriate.
IV. Maintain appropriate documentation, case records, and service tracking consistent with COUNTY policy and applicable law.
V. Ensure assigned personnel receive appropriate supervisions, training, onboarding, and background clearance consistent with COUNTY policies and procedures.
VI. Collaborate with CITY's Partnership Officer to identify and develop case files for former and current individuals identified unhoused by CITY.
2. Notwithstanding anything in this Exhibit A-1 (PROGRAM DESCRIPTION-CSC), to the contrary, and consistent with Section 5 (NATURE OF RELATIONSHIP) of the Agreement, COUNTY will determine the type and scope of services and CSC activities to be performed to implement and administer the Program and in the case of any particular individual or specific incident. COUNTY, in its sole and absolute discretion, may decide that the CSC will not provide or perform any service or function that is inconsistent with the job/position description, requires a specialized license or certification, violates applicable law, or jeopardizes the safety or welfare of the CSC.
3. The CSC will have the following weekly schedule:
Day of the Week Hours of Work
Saturday and Sunday Not in office
Monday Off every other Monday, when on, 8:00 am-5:00pm
Tuesday through Friday 8:00 am – 6:00 pm
The Parties may change or update this schedule as necessary via an amendment pursuant to Section 7 (AMENDMENT) of this Agreement.
4. COUNTY will protect, and will only use and disclose information related to, identified individuals according to applicable federal and State confidentiality and privacy laws, including but not limited to HIPAA [Pub. L. No. 104-191], the substance abuse treatment program confidentiality regulations at 42 C.F.R. Part 2, the Lanterman, Petris Short Act at California Welfare and Institutions Code section 5328, the Confidentiality of Medical Information Act at California Civil Code section 56 et seq. and the implementing regulations thereof.
5. On a regular basis to be determined by the Parties, but not less than once per calendar year, COUNTY will meet with CITY to discuss and review the implementation and development of the CSC services, including but not limited to the budget and expenditures for services under this Agreement.
6. COUNTY shall not use or employ any volunteer or student worker to perform any services or functions under the Agreement.
D. CITY Roles and Responsibilities.
CITY will perform and/or provide the following in support of the Program and the CSC's performance of services:
1. CITY will dedicate a CITY representative who shall either be a CITY employee or designee to serve as the single point of contact to collaborate and partner with the CSC and their performance of Program services. This person shall be referred to as CITY’s designated staff.
2. As soon as possible, following the execution of this Agreement, CITY will identify and prepare a case load of former and current participants of individuals identified unhoused by the CITY and provide a copy of that case load to the CSC for engagement and receipt of services. Thereafter, on an ongoing basis, CITY’s designated staff will identify additional individuals and/or prepare additional case files for referral to the CSC for engagement and the receipt of services.
3. CITY will promptly respond to requests made by COUNTY or the CSC for data and information related to the identified individuals to the extent permitted by State or Federal law (e.g., information and records related to utilization of services, history, arrests, and incarceration).
4. Upon reasonable request of COUNTY, CITY will meet with COUNTY to discuss changes and updates to the CSC work schedule set forth in Section C(3) of this Exhibit A-1 (PROGRAM DESCRIPTION-CSC).
5. CITY will participate in trainings provided by COUNTY or the CSC pursuant to Section C (4) of this Exhibit A-1 (PROGRAM DESCRIPTION-CSC).
6. CITY’s designated staff will attend and participate in all meetings of the Parties, including but not limited to any meetings requested by COUNTY or the CSC to discuss the performance of Program services as well as particular identified individuals and incidents.
CITY’s designated staff, and the CSC shall meet regularly, to coordinate the needs of individuals identified as unhoused by CITY.
7. CITY reserves the right to request that COUNTY remove and/or replace COUNTY’s employee designated to serve as the CSC from any CITY facility whose conduct or work with identified individuals, CITY staff, or the public is not in accordance with CITY policies and procedures.
EXHIBIT A-2
PROGRAM DESCRIPTION
COMMUNITY HEALTH WORKER
The position shall commence upon full execution of the Homeless Housing, Assistance and Prevention Round 6 (HHAP-6) grant contract between the City of Camarillo and the Ventura County Continuum of Care. CITY shall provide COUNTY with no less than thirty (30) days' written notice prior to the anticipated start date to allow for recruitment, onboarding, and staffing coordination.
A. Program Description
1. The purpose of this Agreement is to support CITY’s homelessness outreach, housing stabilization, engagement, case management, and related community support activities within the City of Camarillo.
2. COUNTY shall provide up to one (1.0) FTE Community Health Worker (CHW) or other designated COUNTY personnel to collaborate with CITY in the delivery of non-emergent outreach, engagement, housing stabilization, resource coordination, and community-based support services for individuals identified by CITY.
3. Services provided under this Agreement are non-clinical and community-based in nature and do not include emergency response services, crisis intervention services, psychiatric evaluations, involuntary detention assessments, or other licensed clinical services unless otherwise expressly authorized under this Agreement.
4. COUNTY personnel assigned under this Agreement shall possess the training, experience, and qualifications determined appropriate by COUNTY for the performance of services under this Agreement, including training related to homelessness services, coordinated entry systems, housing navigation, and community resource coordination.
B. COUNTY Roles and Responsibilities
COUNTY shall:
1. Collaborate and coordinate with CITY’s designated staff regarding implementation of services, referral coordination, housing stabilization efforts, and identified community needs.
2. Provide non-emergent outreach, engagement, case management, housing retention support, resource coordination, and related community-based support services for individuals identified by CITY.
3. Conduct non-clinical screenings, intake activities, needs assessments, follow-up activities, service coordination, and referrals to appropriate community-based resources and supportive services, as appropriate.
4. Assist individuals in accessing housing resources, employment support services, public benefits, behavioral health resources, medical services, transportation resources, and other community-based supports, as appropriate.
5. Provide housing stabilization and retention support services, which may include regular check-ins, home visits, budgeting assistance, landlord coordination, benefit navigation, and supportive service referrals, as appropriate.
6. Maintain appropriate documentation, case records, and service tracking consistent with COUNTY policies and applicable law.
7. Ensure assigned personnel receive appropriate supervision, training, onboarding, and background clearances consistent with COUNTY policies and procedures.
8. Notwithstanding anything in this Exhibit A-2 (PROGRAM DESCRIPTION-CHW), to the contrary, and consistent with Section 5 (NATURE OF RELATIONSHIP) of the Agreement, COUNTY will determine the type and scope of services and CHW activities to be performed to implement and administer and in the case of any particular individual or specific incident.
COUNTY, in its sole and absolute discretion, may decide that the CHW will not provide or perform any service or function that is inconsistent with the job/position description, requires a specialized license or certification, violates applicable law, or jeopardizes the safety or welfare of the CHW.
9. The CHW will have the following weekly schedule:
Day of the Week Hours of Work
Saturday and Sunday Not in office
Monday Off every other Monday, when on, 8:00 am-5:00pm
Tuesday through Friday 8:00 am – 6:00 pm
The Parties may change or update this schedule as necessary via an amendment pursuant to Section 7 (AMENDMENT) of this Agreement.
10. COUNTY will protect, and will only use and disclose information related to , identified individuals according to applicable federal and State confidentiality and privacy laws, including but not limited to HIPAA [Pub. L. No. 104-191], the substance abuse treatment program confidentiality regulations at 42 C.F.R. Part 2, the Lanterman, Petris Short Act at California Welfare and Institutions Code section 5328, the Confidentiality of Medical Information Act at California Civil Code section 56 et seq. and the implementing regulations thereof.
11. On a regular basis to be determined by the Parties, but not less than once per calendar year, COUNTY will meet with CITY to discuss and review the implementation and development of the CHW services, including but not limited to the budget and expenditures for services under this Agreement.
12. COUNTY shall not use or employ any volunteer or student worker to perform any services or functions under the Agreement.
C. CITY Roles and Responsibilities
CITY shall:
1. Designate a primary point of contact to coordinate with COUNTY regarding implementation of services under this Agreement.
2. Identify individuals for outreach, engagement, housing stabilization, and service coordination and provide available supporting information reasonably necessary for COUNTY to perform services under this Agreement.
3. Provide COUNTY personnel reasonable access to CITY-designated facilities or workspace, as mutually agreed upon by the Parties.
4. Coordinate with COUNTY regarding operational priorities, field engagement efforts, housing stabilization activities, and program implementation needs.
5. Participate in coordination meetings and collaborative planning activities related to services provided under this Agreement.
6. Provide information and available program data reasonably necessary to support service coordination, program implementation, and reporting activities, consistent with applicable law.
7. Issue approved COUNTY personnel appropriate identification and access credentials reasonably necessary to access CITY-designated facilities.
8. Notify COUNTY of any concerns related to COUNTY personnel working within CITY facilities or alongside CITY staff.
EXHIBIT B
PAYMENT PROVISIONS
The following provisions and requirements apply to CITY's payment for COUNTY's performance or provision of services or functions under the Agreement.
A. Compensation; Not-To-Exceed Limit. CITY shall pay COUNTY a total not-to-exceed amount of $860,766 for COUNTY’s satisfactory performance of services under this Agreement. Compensation shall be allocated by fiscal year and staffing classification as set forth in the Rate Table below. CITY expressly reserves the right to deny payment for any amount in excess of the not-to-exceed limit unless otherwise approved through an amendment to this Agreement as set forth in Section 7 (AMENDMENT).
Position Classification FY 2026-27 FY 2027-28 Total
Community Services Coordinator (1.0 FTE) $188,016.95 $203,058.31 $391,075.26 Community Services Coordinator (0.5 FTE) $89,008.87 $96,129.58 $185,138.45 Community Health Worker (1.0 FTE) $136,803.55 $147,747.83 $284,550.38 Fiscal Year Total $413,829.37 $446,935.72 $860,765.09
COUNTY acknowledges that the amounts identified above are inclusive of salary, benefits, administrative costs, supporting services and supplies, and other allowable program-related costs associated with performance of services under this Agreement.
Actual staffing allocations and expenditures may vary between classifications during the term of the Agreement, provided total compensation does not exceed the overall not-to-exceed amount without formal amendment.
B. Invoicing and Payment
1. On a quarterly basis, COUNTY shall submit to CITY an itemized statement of all Program services which were performed by COUNTY pursuant to this Agreement. Quarterly statements will cover the period from the first (1 st) day of the three (3) preceding months through and including the last day of the preceding month. Quarterly statements will identify the date that services were performed; the employee(s) performed the services; the nature of the services performed; and the amount of time spent performing the services.
Quarterly statements will be informative but concise regarding services and functions performed during that billing period.
The Parties agree that CITY may pay COUNTY on a quarterly basis.
C. Satisfactory Performance; Disputes
1. CITY may review COUNTY's performance of Program services to determine that services have been satisfactorily performed or provided pursuant to the Agreement.
2. Upon reasonable advance written notice, CITY may inspect and/or audit all records and other written material used by COUNTY in preparing the monthly statements submitted to CITY for payment.
3. If CITY determines that COUNTY has not satisfactorily performed Program services as provided in this Agreement, then CITY will alert COUNTY to that determination as soon as possible. CITY may withhold any disputed charge or amount until the services are satisfactorily completed or COUNTY amends the invoice statement. Notwithstanding the foregoing, under no circumstances shall CITY be entitled to refuse to pay or withhold the entire amount of an invoice or quarterly payment to COUNTY unless CITY asserts that none of the services listed on a particular monthly invoice or quarterly payment were satisfactorily performed by COUNTY.
4. Any dispute regarding COUNTY's performance of Program services under this Agreement and/or CITY's payment of monthly invoices or quarterly installments shall be resolved pursuant to Section 16 of the Agreement.
EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“Agreement”) is by and between the County of Ventura (“Covered Entity”) and City of Camarillo (“Business Associate”), (individually, “Party” and collectively, the “Parties”), and is effective as of the latest date indicated in the signature block hereto (the “Effective Date”).
RECITALS
A. The U.S. Department of Health and Human Services (“HHS”) has issued and adopted regulations under the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-91 (the “Act”) and the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5 (the “HITECH Act”), including privacy standards (45 C.F.R., part 164, subpart E) (the “Privacy Rule”), security standards (45 C.F.R., part 164, subpart C) (the “Security Rule”), and standards for reporting unauthorized disclosures of Protected Health Information (PHI) (45 C.F.R., part 164, subpart D) (the “Breach Notification Rule”). The Act, the HITECH Act, the Privacy Rule, the Security Rule, and the Breach Notification Rule are collectively referred to as “HIPAA” and/or “HIPAA Standards” for purposes of this Agreement.
B. Business Associate has entered into or may in the future enter into agreements with Covered Entity (the “Underlying Agreement”) and with affiliates of Covered Entity (the “Affiliates”) by joinders to the Underlying Agreement, pursuant to which Underlying Agreement Business Associate uses and/or discloses PHI.
C. Covered Entity and each Affiliate is a “Covered Entity,” and Business Associate is a “Business Associate” within the meaning of the HIPAA Standards.
D. Covered Entity, as a Covered Entity, is required by HIPAA Standards to obtain satisfactory assurances that Business Associate will appropriately safeguard all PHI.
E. The Parties hereto desire to enter into this Agreement to memorialize their obligations with respect to PHI pursuant to the requirements of the HIPAA Standards.
NOW THEREFORE, in consideration of the mutual promises and agreements below, the Parties hereto agree as follows:
1. Recitals. The terms of the recitals set forth above are hereby incorporated by this reference into this Agreement.
2. Definitions. Unless otherwise indicated in this Agreement, capitalized terms shall have the meanings provided in the HIPAA Standards. The following terms shall have the meanings set forth below:
(a) “Electronic Protected Health Information” or “ePHI” shall have the same meaning as the term “electronic protected health information” in 45 C.F.R. § 160.103, to the extent such information is created, maintained, received or transmitted by Business Associate from or on behalf of Covered Entity;
(b) “Protected Health Information” or “PHI” means “protected health information” as defined in 45 C.F.R. § 160.103, limited to the information received by Business Associate from Covered Entity or created or received by Business Associate on behalf of Covered Entity; (c) “Required by Law” shall have the same meaning as “required by law” in 45 C.F.R. §164.103; (d) “Security Incident” shall have the same meaning as the term “security incident” in 45 C.F.R. § 164.304, limited to incidents that involve or affect Business Associate’s information systems that contain Covered Entity’s Electronic PHI. Pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the foregoing shall not be considered a “Security Incident” so long as they do not result in the defeat or circumvention of any security control, or in the unauthorized access, use, disclosure, modification or destruction of PHI. Good faith acquisition of PHIby an authorized employee or subcontractor of the Covered Entity or Business Associate for a legitimate purpose is not considered a Security Incident, provided that the information is not used for a purpose other than a lawful purpose and is not considered an unauthorized disclosure under the Privacy Rule; and
(e) “Unsecured PHI” shall have the same meaning as the term “unsecured protected health information” in 45 C.F.R. § 164.402.
(f) “California Medical Information Act” or “CMIA” means the California Confidentiality of Medical Information Act, Cal. Civ. Code §§ 56 et seq., as amended.
3. Obligations and Activities of Business Associate. Business Associate shall:
(a) comply with all requirements of HIPAA and all other applicable laws, rules, and regulations as they may exist or be amended from time to time during the term of this Agreement, including but not limited to, compliance with all privacy, security, accounting and breach notification provisions. Further, it is the responsibility of the Business Associate to understand its obligations under any applicable law;
(b) not use or further disclose PHI other than as permitted or required by this Agreement or as Required By Law. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of Covered Entity, provided that such use or disclosure of PHI is in compliance with each applicable requirement of 45 C.F.R. §164.504(e). Except as otherwise limited in this Agreement or any other agreement between Covered Entity and Business Associate, Business Associate may also use and disclose PHI (a) for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate; (b) to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.502(j)(1); and (c) to provide data aggregation services relating to the health care operations of Covered Entity consistent with 45 C.F.R. § 164.504(e)(2)(i)(B). Business Associate may de-identify PHI as permitted by 45 C.F.R. § 164.514(b) and may use and disclose de-identified information, provided that any such use or disclosure shall be consistent with applicable law; (c) use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Agreement. Without limiting the foregoing, Business Associate will (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI that it creates,
receives, maintains, or transmits on behalf of the Covered Entity; and (ii) comply with the Security Rule with respect to ePHI;
(d)Reporting breaches / security incidents: report to Covered Entity, within five (5) business days of such use or disclosure, any use or disclosure of PHI not provided for by the Agreement of which Business Associate becomes aware, including breaches of Unsecured PHI as required by 45 C.F.R. § 164.410, and any Security Incident of which Business Associate becomes aware.
Such report shall include at least, to the extent known by Business Associate, the identity of each Individual whose information was, or is reasonably believed by Business Associate to have been, accessed, acquired or disclosed during the Breach; and shall also include any information required to allow Covered Entity to comply with federal and California state breach notification requirements, including but not limited to Civil Code §§ 1798.29, 1798.82, and CMIA § 56.36. Business Associate shall provide such report to Covered Entity no later than five (5) business days after discovery;
(e)Notification: In accordance with 45 C.F.R. § 164.404–164.410, Business Associate shall notify Covered Entity without unreasonable delay, and in no case later than five (5) business days after discovery, of any Breach of Unsecured PHI. Covered Entity will be responsible for providing any required notifications to Individuals, HHS, the California Department of Public Health, the California Attorney General, or any other state agency, unless expressly delegated in writing to Business Associate. If such delegation occurs, Business Associate shall comply with all federal and California notification content and timeline requirements; (f) in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such PHI;
(g)Access to PHI: provide, within five (5) business days for inspection and fifteen (15) business days for copies of the receipt of a written request, access to PHI in a Designated Record Set to Covered Entity or, as directed by Covered Entity, to an Individual or Individual’s designee in order to meet the requirements under 45 C.F.R. § 164.524; (h) make an amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of the Covered Entity, or take other measures as necessary to satisfy Covered Entity’s obligations, within fifteen (15) business days of the receipt of a written request;
(i) document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. Covered Entity and Business Associate each agree that Covered Entity’s disclosures to Business Associate are for purposes of Covered Entity’s operation. Covered Entity and Business Associate each further agrees that Business Associate shall not maintain any “electronic health record” or “personal health record,” as those terms are defined in section 13405(c) of the HITECH Act for or on behalf of Covered Entity. Business Associate has no obligation to document disclosures that are exempt from the accounting requirement under 45 C.F.R. § 164.528(a)(1)(i)–(ix), and Covered Entity agrees not to include Business Associate on any list Covered Entity produces pursuant to section 13405(c) of the HITECH Act;
(j) provide to Covered Entity or an Individual, within fifteen (15) business days of the receipt of a written request, information collected in accordance with this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528 or section 13405(c) of the HITECH Act. As set forth in, and as limited by, 45 C.F.R. § 164.528, Business Associate shall not provide an accounting to Covered Entity of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 C.F.R. § 164.502; (ii) to Individuals of PHI about them as set forth in 45 C.F.R 164.502; (iii) to persons involved in the Individual’s care or other notification purposes as set forth in 45 C.F.R. § 164.510;
(k) to the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligation(s); (l) make internal practices, books, and records, including policies and procedures relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the HHS Secretary, in a time and manner consistent with applicable law or designated by the HHS Secretary, for purposes of the HHS Secretary determining Covered Entity’s compliance with the HIPAA Standards; (m) mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement;
(n)Mobile Media Encryption: provide assurance that any information placed on any type of mobile media, including laptop computers, tablets, etc., are encrypted, and that Covered Entity’s PHI stored on such media is protected in accordance with Security and Privacy Rules, and that upon disposal, such media is destroyed in a manner consistent with NIST guidelines and California Civil Code § 1798.81.5;
(o) not, directly or indirectly receive remuneration in exchange for any PHI as prohibited by 42 U.S.C. section 17935(d). This paragraph shall apply to exchanges occurring on or after the date that is six (6) months after the date of final regulations implementing 42 U.S.C. section 17935(d); and
(p) Business Associate shall comply with the CMIA and California Civil Code §§ 1798.81.5– 1798.82 requiring implementation of reasonable security procedures and practices, and restrictions on re-disclosure of medical information.
4. Permitted General Uses and Disclosures by Business Associate. Business Associate and its agents or subcontractors shall only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure. Pursuant to 42 U.S.C. section 17935(b), Business Associate and its agents or subcontractors shall limit requests, uses and disclosure of PHI, to the extent practicable, to a limited data set (as defined at 45 C.F.R. § 164.514(e)) or if needed to the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
Business Associate shall comply with subsequent guidance issued by the HHS Secretary pursuant to 42 U.S.C. section 17935 (b).
5. Obligations of Covered Entity. Covered Entity shall:
(a) notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI;
(b) notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI; and
(c) notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.
6. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.
7. Term and Termination.
(a) Term. The term of this Agreement shall be effective as of the Effective Date, and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI , protections are extended to such information, in accordance with the termination provision in this section. (b) Termination for Cause.
(1) Upon Covered Entity’s knowledge of a material breach of this Agreement by Business Associate, Covered Entity may (i) provide an opportunity for Business Associate to cure the breach and terminate this Agreement and the Underlying Agreement if Business Associate does not cure the breach within the time specified by Covered Entity, or (ii) immediately terminate this Agreement and the Underlying Agreement if cure is not possible. However, if neither termination of this Agreement nor cure are feasible, Covered Entity shall report the violation to the HHS Secretary. (2) Upon Business Associate’s knowledge of a material breach of this Agreement by Covered Entity, Business Associate may (i) provide an opportunity for Covered Entity to cure the breach and terminate this Agreement and the Underlying Agreement if Covered Entity does not cure the breach within the time specified by Business Associate, or (ii) immediately terminate this Agreement and the Underlying Agreement if cure is not possible. However, if neither termination of this Agreement nor cure are feasible, Business Associate shall report the violation to the HHS Secretary.
(c) Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall promptly return or destroy all PHI, including electronic PHI, pursuant to 45 C.F.R. § 164.504(e)(2)(ii), if it is feasible to do so, or, if such return or destruction is not feasible, extend the protections of this Agreement to the PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible, for so long as Business Associate maintains such PHI. Any destruction of PHI shall be in accordance with HIPAA, HITECH, and California Civil Code § 1798.81.5, ensuring PHI is rendered unreadable, indecipherable, and otherwise incapable of reconstruction.
8. Miscellaneous.
(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Standards means the section then in effect or as amended.
(b) Amendments. No amendment to this Agreement shall be effective unless in writing and signed and dated by the Parties hereto; however, this Agreement shall be deemed automatically amended to the extent necessary to comply with the HIPAA Standards. (c) Survival. The respective rights and obligations of the Parties which by their clear meaning are to survive the termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason.
(d) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Standards. (e) Indemnification. Business Associate shall indemnify, defend, and hold harmless Covered Entity from and against any and all costs, expenses, damages, fines, and liabilities (including reasonable attorneys’ fees) arising out of or related to any Breach, Security Incident, or violation of this Agreement by Business Associate or its subcontractors, except to the extent caused by Covered Entity’s negligence or willful misconduct. [Remainder of Page Intentionally Left Blank – Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
COUNTY OF VENTURA CITY OF CAMARILLO
By: By:
Name: Name:
Title: Title:
Date: Date: