HomeMy WebLinkAboutAgreement A-17-432 with SCCD Fresno City College.pdfAgreement No. 17-432
AGREEMENT 1
2 THIS AGREEMENT is made and entered into this 22nd day of __ A_,ug.._u_s_t ___ , 2017 ,
3 by and between the COUNTY OF FRESNO, a Political Subdivision ofthe State of California ,
4 hereinafter referred to as "COUNTY", and STATE CENTER COMMUNITY COLLEGE
5 DISTRICT, whose address is 1525 East Weldon, Fresno, California 93704, hereinafter referred to as
6 "Trustees" on behalf of FRESNO CITY COLLEGE, whose address is 1101 East University Avenue ,
7 Fresno, California 93741 , hereinafter referred to as "COLLEGE".
8 WI T N E S S E T H :
9 WHEREAS, TRUSTEES have approved various educational programs that require facilities to
1 0 provide clinical and field experience for required learning experiences for its students ; and
11 WHEREAS, COUNTY, through its Department ofBehavioral Health (DBH) maintains and
12 operates facilities suitable for furnishing such clinical and field experience; and
13 WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students of
14 COLLEGE use such facilities of COUNTY for their clinical and field experience; and
15 WHEREAS , those students participating in the following COLLEGE departments/programs are
16 subject to this Agreement:
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Registered Nurse Program
Licensed Vocational Nurse Program
Certified Phlebotomy Program
Fresno City College Training Institute Programs (including but not limited to
Emergency Medical Technician Program)
Health Information Technology Program
Drug and Alcohol Counseling Program
Psychology Programs
Social Science Programs
2 6 NOW , THEREFORE, in consideration of their mutual covenants and conditions , the parties
2 7 hereto agree as follows:
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1. RESPONSIBILITIES OF COLLEGE
A. COUNTY's DBH Director, or designee, shall have sole authority as to how
3 many placements for internships shall be made available to COLLEGE during each term of this
4 Agreement.
5 B. COLLEGE recognizes that the clinical and field education programs conducted
6 pursuant to the terms and conditions ofthis Agreement are educational programs of COLLEGE and
7 not of COUNTY, and that students participating in COLLEGE's programs shall at all times be under
8 the exclusive jurisdiction of COLLEGE.
9 c. COLLEGE shall designate students emolled in the various educational training
1 0 programs of COLLEGE to be assigned for clinical and field experience at COUNTY facilities, in such
11 numbers to be mutually agreed upon by both COUNTY and COLLEGE.
12 D. COLLEGE shall establish a rotational plan for the learning experience available
13 at COUNTY facilities and shall schedule the students in conformity with the calendar of COLLEGE's
14 academic year and with the curriculum ofthe educational programs of COLLEGE; provided, however,
15 that the specific COUNTY patient care areas to be utilized by COLLEGE shall be selected
16 subsequently by mutual agreement between COUNTY's DBH Director, or designee, and COLLEGE's
17 chairperson(s) or duly authorized representative(s) of the various departments/programs listed in the
18 "Witnesseth" section herein above.
19 E. COLLEGE shall supervise all instruction of the clinical and field experience
2 0 given at COUNTY facilities to assigned students and shall provide the necessary instructors for
21 educational training programs provided for under this Agreement.
22 F. COLLEGE shall keep all attendance and academic records of students
2 3 participating in the clinical and field experience programs provided for under this Agreement.
24 G. COLLEGE shall certify to COUNTY at the time each student first reports to
25 COUNTY's facilities to participate in the clinical and field educational program, that the student shall
2 6 be emolled with COLLEGE's available health plan for students.
27 H.
2 8 COUNTY facilities.
COLLEGE shall ensure students act professionally and appropriately while at
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1 I. COLLEGE shall require every student to conform to all applicable COUNTY
2 policies, procedures, regulations, and all requirements and restrictions specified jointly by
3 representatives of COLLEGE and COUNTY.
4 J. COLLEGE shall require its instructors to notify COUNTY's DBH Director or
5 designee, as appropriate in advance of student placement regarding:
6 1) Locations, dates, times and the number of hours or changes thereof,
7 regarding student availability for clinical or field assignment; and
8 2) Any change in the placement of students in clinical and field
9 assignments.
10 K. COLLEGE shall, in consultation and coordination with COUNTY's DBH
11 Director, or designee, arrange for periodic conferences between appropriate representatives of
12 COLLEGE and COUNTY to evaluate the clinical and field experience programs provided under this
13 Agreement.
14 L. COLLEGE shall provide and be responsible for the use and control of its
15 educational supplies, materials and equipment used for instruction during the clinical and field
16 experience programs.
17 M. COLLEGE shall distribute to each student a statement which explains the
18 hazards of drug abuse in their profession.
19 N. COLLEGE shall provide for an introductory orientation of students assigned to
20 COUNTY facilities, which shall provide an overview ofthe clinical and field assignment(s) and the
21 terms and conditions of student placement at COUNTY facilities.
22 0. COLLEGE agrees that special reports, projects, thesis, and/or publications based
2 3 upon studies and research arising out of the cooperative education experience permitted by this
2 4 Agreement, shall be reviewed and approved prior to release through the committee responsible for
25 planning the course and then with COUNTY's DBH Director, or designee, as appropriate, for
2 6 approval by means of such procedures as COUNTY shall designate. Approval of reports by
27 COLLEGE's planning committee and COUNTY's DBH shall not be unreasonably withheld.
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1 P. COLLEGE agrees to complete an evaluation of each student at least once during
2 a specific program period.
3 Q. COLLEGE shall allow COUNTY program managers and other designated
4 personnel to attend meetings of COLLEGE's faculty, or any committee thereof, to coordinate the
5 clinical and field experience programs provided under this Agreement and to designate lines of
6 authority and communication for coordination of relations between COUNTY personnel and
7 COLLEGE instructors.
8 R. COLLEGE's employees, agents and students shall abide by the provisions of
9 State of California law relating to confidentiality of medical records, further described in Section
10 Eleven (11) ofthis Agreement, and any person knowingly and intentionally violating the provisions of
11 State of California law may be guilty of a misdemeanor.
12 s. COLLEGE's employees, agents and students shall be issued COUNTY
13 identification badges which must be worn only at COUNTY facilities while participating in the
14 clinical and field experience programs, pursuant to the terms and conditions of this Agreement.
15 T. COLLEGE will ensure each participating student referred for program
16 participation has adequate transportation. Students will not be permitted to operate COUNTY
1 7 vehicles to perform activities related to this Agreement.
18 U. COLLEGE's students shall purchase food or bring food with them; no special
19 arrangements for food will be made.
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2. RESPONSIBILITIES OF COUNTY
A. COUNTY shall permit each student who is designated by COLLEGE, pursuant
to Section l.C. of this Agreement, to receive clinical and field experience at appropriate COUNTY
facilities at an agreed (between COUNTY and COLLEGE) number of hours, and shall furnish and
permit students and/or instructors free access to appropriate COUNTY facilities for such clinical and
field experience, subject to the terms and conditions of this Agreement.
B. COUNTY shall furnish the appropriate facilities, on a rotational basis, in such a
manner that there will be no conflict in the use thereof between COLLEGE's students and those from
other educational institutions, if any.
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1 C. COUNTY shall, subject to budgetary and operational concerns, maintain clinical
2 and field facilities used for the learning experience in a manner that shall at all times conform to the
3 requirements of COLLEGE's departments/programs listed in the "Witnesseth" section of this
4 Agreement.
5 D. COUNTY shall provide staff adequate in number and quality to provide safe and
6 continuous health care to patients involved in clinical and field learning programs.
7 E. COUNTY shall provide to students and instructors taking part in the clinical and
8 field experience (subject to space limitations) the following facilities:
9 1) A conference type room or office space suitably furnished for
10 COLLEGE's instructors and faculty to conduct clinical and/or field classes;
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A storage area for instructional materials and supplies;
Shelf space for books and other space for the use of COLLEGE's
13 students and instructors; and
14 4) Restroom facilities and appropriate space for changing and storage of
15 uniforms.
16 F. COUNTY shall permit and encourage members of its resident staff and/or
17 attending medical staff to participate in the instructional phase of COLLEGE's clinical and field
18 expenence programs.
19 G. COUNTY shall permit its various program directors and other designated
20 personnel to attend meetings of COLLEGE's faculty, or any committee thereof, to coordinate the
21 clinical and field experience programs provided for under this Agreement, and to designate lines of
2 2 authority and communication for coordination of relations between COLLEGE instructors and
2 3 COUNTY personnel.
24 H. COUNTY shall provide an introductory orientation for COLLEGE instructors
25 and faculty staffwhich shall provide an overview of COUNTY facilities, field and experience
2 6 programs, and the terms and conditions of student placement at COUNTY's facilities.
27 I. COUNTY shall notify COLLEGE's instructors, in advance, of any change in its
2 8 DBH Director, or designee appointments.
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1 J. COUNTY shall, within the limits of its resources, provide whatever equipment,
2 supplies and assistance necessary for the care of COUNTY patients in the course of COLLEGE's
3 students learning experience and consistent with COUNTY's plan of care.
4 K. COUNTY shall reserve the absolute right to review, authorize, and at its sole
5 discretion, deny access or admission by any student, instructor and/or COLLEGE representative into
6 COUNTY facilities.
7 L. COUNTY shall provide input into the evaluation conducted by COLLEGE, of
8 students' skills and progress.
9 3. TERM
1 0 This Agreement shall become effective upon execution, and shall terminate on the 30th
11 day of June, 2020.
12 This Agreement may be extended for two (2) additional consecutive twelve (12) month
13 periods upon the written approval of both parties no later than thirty (30) days prior to the first day of
14 the next twelve month extension period. The DBH Director, or designee, is authorized to execute such
15 written approval on behalf of COUNTY based on COLLEGE's satisfactory performance.
16 4. TERMINATION
17 A. Non-Allocation of Funds-The terms of this Agreement, and the services to be
18 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
19 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
2 0 terminated at any time by giving the COLLEGE six (6) months advance written notice.
21 B. Breach of Contract -COUNTY may immediately suspend or terminate this
2 2 Agreement in whole or in part, where in the determination of COUNTY there is:
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A failure to comply with any term of this Agreement;
A substantially incorrect or incomplete report submitted to COUNTY.
Improperly performed service.
Without Cause -Under circumstances other than those set forth above, this
2 7 Agreement may be terminated by COLLEGE or COUNTY or COUNTY's DBH Director, or designee,
2 8 upon the giving of six (6) months advance written notice of an intention to terminate. Termination of
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1 this Agreement shall not fall within the course of a session, so as not to disrupt a student's rotation
2 through this clinical and field education program.
3 5. COMPENSATION
4 The clinical and field education programs conducted pursuant to the terms and
5 conditions of this Agreement shall be performed without the payment of any monetary consideration
6 by COLLEGE or COUNTY, one to the other, or by or to any student participating in said clinical
7 training programs.
8 6. INDEPENDENT CONTRACTOR
9 In performance of the work, duties, and obligations assumed by COLLEGE under this
10 Agreement, it is mutually understood and agreed that COLLEGE, including any and all of
11 COLLEGE's students, instructors, faculty, officers, agents, and employees will at all times be acting
12 and performing as an independent contractor, and shall act in an independent capacity and not as an
13 officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore,
14 COUNTY shall have no right to control or supervise or direct the manner or method by which
15 COLLEGE shall perform its work and function. However, COUNTY shall retain the right to
16 administer this Agreement so as to verify that COLLEGE is performing its obligations in accordance
17 with the terms and conditions thereof. COLLEGE and COUNTY shall comply with all applicable
18 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
19 over matters which are directly or indirectly the subject of this Agreement.
2 0 Because of its status as an independent contractor, COLLEGE, its instructors, employees
21 and students, shall have absolutely no right to employment rights and benefits available to COUNTY
2 2 employees. COLLEGE shall be solely liable and responsible for providing to, or on behalf of, its
2 3 employees all legally-required employee benefits. In addition, COLLEGE shall be solely responsible
24 and save COUNTY harmless from all matters relating to payment of COLLEGE's employees,
2 5 including compliance with Social Security, withholding, and all other regulations governing such
2 6 matters. As between COUNTY and COLLEGE, should the students be deemed employees, by any
27 governmental or regulatory body, the students shall be the employees of COLLEGE. It is
28 acknowledged that during the term ofthis Agreement, COLLEGE may be providing services to others
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1 unrelated to COUNTY or to this Agreement.
2 7. MODIFICATION
3 Any matters of this Agreement may be modified from time to time by the written
4 consent of all the parties without, in any way, affecting the remainder.
5 8. NON-ASSIGNMENT
6 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
7 duties under this Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS 8
9 A. COLLEGE agrees to indemnify, save, hold harmless, and at COUNTY's request,
10 defend COUNTY, its officers, agents, employees from any and all costs and expenses, including
11 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
12 COUNTY in connection with the performance, or failure to perform, by COLLEGE, its officers,
13 agents, instructors, faculty, employees, students and volunteers under this Agreement, and from any
14 and all costs and expenses, including attorney fees and court costs, damages, liabilities, claims and
15 losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the
16 performance, or failure to perform, of COLLEGE, its officers, agents, instructors, faculty, employees,
17 students and volunteers under this Agreement. In addition, COLLEGE agrees to indemnify COUNTY
18 for Federal, State of California and/or local audit exceptions resulting from noncompliance herein on
19 the part of COLLEGE.
20 B. COUNTY agrees to indemnify, save, hold harmless, and at COLLEGE's request,
21 defend COLLEGE, its officers, agents, employees from any and all costs and expenses, including
2 2 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
2 3 COLLEGE in connection with the performance, or failure to perform, by COUNTY, its officers,
2 4 agents, instructors, faculty, employees, and volunteers, except students participating in activities
2 5 related to this agreement, under this Agreement, and from any and all costs and expenses, including
2 6 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
2 7 person, firm, or corporation who may be injured or damaged by the performance, or failure to
28 perform, ofCOUNTY, its officers, agents, instructors, faculty, employees, and volunteers, except
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1 students participating in activities related to this agreement, under this Agreement. In addition,
2 COUNTY agrees to indemnify COLLEGE for Federal, State of California, and/or local audit
3 exceptions resulting from noncompliance herein on the part of the COUNTY.
4 C. COUNTY and COLLEGE shall give timely notice to the other of any claim,
5 demand, lien or suit coming to its knowledge which in any way might affect the other party and each
6 party shall have the right to participate in the defense of the same to the extent of its interest.
7 COUNTY and COLLEGE recognize that the significant mutual benefits of this Agreement depend
8 upon close cooperation and good faith handling of matters subject to such indemnification provisions.
9 10. INSURANCE
10 Without limiting COUNTY's right to obtain indemnification from COLLEGE or any
11 third parties, COLLEGE, at its sole expense, shall maintain in full force and effect the following
12 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
13 arrangement of Joint Powers Agreement (JPA) throughout the term of this Agreement:
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C.
Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of this Agreement.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
Professional Liability
If COLLEGE employs licensed professional staff (e.g. Ph.D., R.N., L.C.S.W.,
L.M.F.T.) in providing services, Professional Liability Insurance with
Limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
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D. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
COLLEGE shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under COLLEGE's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
Within thirty (30) days from the date COLLEGE signs this Agreement, COLLEGE shall
provide certificates of insurance and endorsements as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, Department of Behavioral Health, 3133 North Millbrook
Avenue, Fresno, California, 93703, Attention: Contracts Division, stating that such insurance
coverage's have been obtained and are in full force; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
excess only and not contributing with insurance provided under COLLEGE's policies herein; and that
this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to COUNTY.
In the event COLLEGE fails to keep in effect at all times insurance coverage as herein
provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
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1 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
2 of A FSC VII or better.
3 11. CONFIDENTIALITY
4 A. The parties to this Agreement shall be in strict conformance with all applicable
5 Federal and State of California laws and regulations, including but not limited to Sections 5328,
6 10850, and 14100.2 et seq. ofthe Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of
7 Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code, Sections
8 11977 and 11812 ofTitle 22 ofthe California Code ofRegulations, and the Health Insurance
9 Portability and Accountability Act (HIP AA), including but not limited to Section 1320 D et seq. of
10 Title 42, United States Code (USC) and its implementing regulations, including, but not limited to
11 Title 45, CFR, Sections 142, 160, 162, and 164, and The Health Information Technology for
12 Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient
13 information.
14 Except as otherwise provided in this Agreement, COLLEGE, as a Business
15 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
16 activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such
17 use or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIP AA),
18 USC 1320d et seq. The uses and disclosures of PHI may not be more expansive than those applicable
19 to COUNTY, as the "Covered Entity" under the HIP AA Privacy Rule ( 45 CFR 164.500 et seq.),
2 0 except as authorized for management, administrative or legal responsibilities of the Business
21 Associate.
22 B. COLLEGE shall protect, from unauthorized access, use, or disclosure of names
2 3 and other identifying information concerning persons receiving services pursuant to this Agreement,
2 4 except where permitted in order to carry out data aggregation purposes for health care operations [ 45
2 5 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and
2 6 all persons receiving services pursuant to a COUNTY funded program. COLLEGE shall not use such
2 7 identifying information for any purpose other than carrying out COLLEGE's obligations under this
2 8 Agreement.
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1 C. COLLEGE shall not disclose any such identifying information to any person or
2 entity, except as otherwise specifically permitted by this Agreement, authorized by law, or authorized
3 by the client/patient.
4 D. For purposes of the above sections, identifying information shall include, but not
5 be limited to name, identifying number, symbol, or other identifying particular assigned to the
6 individual, such as finger or voice print, or photograph.
7 E. COLLEGE shall provide access, at the request of COUNTY, and in the time and
8 manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
9 164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section
10 164.524 regarding access by individuals to their PHI.
11 COLLEGE shall make any amendment(s) to PHI in a designated record set at the
12 request of COUNTY, and in the time and manner designated by COUNTY in accordance with 45 CFR
13 Section 164.526.
14 COLLEGE shall provide to COUNTY or to an individual, in a time and manner
15 designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
16 COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
17 accordance with 45 CFR Section 164.528.
18 F. COLLEGE shall report to COUNTY, in writing, any knowledge or reasonable
19 belief that there has been unauthorized access, viewing, use, disclosure, or breach of Protected
2 0 Information not permitted by this Agreement, and any breach of unsecured PHI of which it becomes
21 aware, immediately and without reasonable delay and in no case later than two (2) business days of
22 discovery. Immediate notification shall be made to COUNTY's Information Security Officer and
23 Privacy Officer and COUNTY's DPH HIPAA Representative, within two (2) business days of
2 4 discovery. The notification shall include, to the extent possible, the identification of each individual
2 5 whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used,
2 6 disclosed, or breached. COLLEGE shall take prompt corrective action to cure any deficiencies and
2 7 any action pertaining to such unauthorized disclosure required by applicable Federal and State Laws
2 8 and regulations. COLLEGE shall investigate such breach and is responsible for all notifications
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1 required by law and regulation or deemed necessary by COUNTY and shall provide a written report of
2 the investigation and reporting required to COUNTY's Information Security Officer and Privacy
3 Officer and COUNTY's DPH HIPAA Representative. This written investigation and description of
4 any reporting necessary shall be postmarked within the thirty (30) working days of the discovery of
5 the breach to the addresses below:
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County of Fresno
Dept. of Public Health
HIP AA Representative
(559) 600-6439
P.O. Box 11867
Fresno, CA 93775
County of Fresno
Dept. of Public Health
Privacy Officer
(559) 600-6402
P.O. Box 11867
Fresno, CA 93775
County of Fresno
Information Technology Services
Information Security Officer
(559) 600-5805
2048 N. Fine Street
Fresno, CA 93 727
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11 G. COLLEGE shall make its internal practices, books, and records relating to the
12 use and disclosure of PHI received from COUNTY, or created or received by the COLLEGE on
13 behalf of COUNTY, available to the United States Department of Health and Human Services upon
14 demand.
15 H. Safeguards
16 COLLEGE shall implement administrative, physical, and technical safeguards as
17 required by 45 CFR 164.308, 164.310, and 164.312 that reasonably and appropriately protect the
18 confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives,
19 maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use,
2 0 disclosure, or breach of PHI other than as provided for by this Agreement. COLLEGE shall develop
21 and maintain a written information privacy and security program that includes administrative,
22 technical and physical safeguards appropriate to the size and complexity of COLLEGE's operations
2 3 and the nature and scope of its activities. Upon COUNTY's request, COLLEGE shall provide
2 4 COUNTY with information concerning such safeguards.
2 5 COLLEGE shall implement strong access controls and other security safeguards
2 6 and precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or
2 7 sensitive data to authorized users only. Said safeguards and precautions shall include the following
2 8 administrative and technical password controls for all systems used to process or store confidential,
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1 personal, or sensitive data:
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1. Passwords must not be:
a. Shared or written down where they are accessible or
4 recognizable by anyone else; such as taped to computer screens, stored under keyboards, or visible in
5 a work area;
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A dictionary word; or
Stored in clear text
Passwords must be:
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b.
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Eight (8) characters or more in length;
Changed every ninety (90) days;
Changed immediately if revealed or compromised; and
Composed of characters from at least three (3) of
13 the following four ( 4) groups from the standard keyboard:
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18 symbols).
1)
2)
3)
4)
Upper case letters (A-Z);
Lowercase letters (a-z);
Arabic numerals (0 through 9); and
Non-alphanumeric characters (punctuation
19 COLLEGE shall implement the following security controls on each workstation
2 0 or portable computing device (e.g., laptop computer) containing confidential,
21 personal, or sensitive data:
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Network-based firewall and/or personal firewall;
Continuously updated anti-virus software; and
Patch management process including installation of all operating
2 5 system/software vendor security patches.
2 6 COLLEGE shall utilize a commercial encryption solution that has received FIPS
2 7 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
2 8 media (including, but not limited to, compact disks and thumb drives) and on portable computing
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1 devices (including, but not limited to, laptop and notebook computers).
2 COLLEGE shall not transmit confidential, personal, or sensitive data via e-mail
3 or other internet transport protocol unless the data is encrypted by a solution that has been validated by
4 the National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption
5 Standard (AES) Algorithm.
6 I. Mitigation of Harmful Effects
7 COLLEGE shall mitigate, to the extent practicable, any harmful effect that is
8 known to COLLEGE of an unauthorized access, viewing, use, disclosure, or breach of PHI by
9 COLLEGE or its subcontractors in violation of the requirements of these provisions.
10 J. COLLEGE's Subcontractors
11 COLLEGE shall ensure that any of its contractors, including subcontractors, if
12 applicable, to whom COLLEGE provides PHI received from or created or received by COLLEGE on
13 behalf of COLLEGE, agree to the same restrictions and conditions that apply to COLLEGE with
14 respect to such PHI and to incorporate, when applicable, the relevant provisions of these provisions
15 into each subcontract or sub-award to such agents or subcontractors ..
16 K Employee Training and Discipline
17 COLLEGE shall train and use reasonable measures to ensure compliance with
18 the requirements of these provisions by employees who assist in the performance of functions or
19 activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
2 0 employees who intentionally violate any provisions of these provisions, including termination of
21 employment.
22 L. Termination for Cause
2 3 Upon COUNTY's knowledge of a material breach of these provisions by
2 4 COLLEGE, COUNTY shall either:
25 1. Provide an opportunity for COLLEGE to cure the breach or end the
2 6 violation and terminate this Agreement if COLLEGE does not cure the breach or end the violation
27 within the time specified by COUNTY; or
28 2. Immediately terminate this Agreement if COLLEGE has breached a
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1 material term of these provisions and cure is not possible.
2 3. If neither cure nor termination is feasible, the COUNTY's Privacy
3 Officer shall report the violation to the Secretary of the U.S. Department of Health and Human
4 Services.
5 M. Judicial or Administrative Proceedings
6 COUNTY may terminate this Agreement in accordance with the terms and
7 conditions of this Agreement as written hereinabove, if: (1) COLLEGE is found guilty in a criminal
8 proceeding for a violation of the HIP AA Privacy or Security Laws or the HITECH Act; or (2) a
9 finding or stipulation that the COLLEGE has violated a privacy or security standard or requirement of
10 the HITECH Act, HIP AA or other security or privacy laws in an administrative or civil proceeding in
11 which the COLLEGE is a party.
12 N. Effect of Termination
13 Upon termination or expiration of this Agreement for any reason, COLLEGE
14 shall return or destroy all PHI received from COUNTY (or created or received by COLLEGE on
15 behalf of COUNTY) that COLLEGE still maintains in any form, and shall retain no copies of such
16 PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these
1 7 provisions to such information, and limit further use of such PHI to those purposes that make the
18 return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession
19 of subcontractors or agents, if applicable, of COLLEGE. If COLLEGE destroys the PHI data, a
2 0 certification of date and time of destruction shall be provided to the COUNTY by COLLEGE.
21 0. Disclaimer
2 2 COUNTY makes no warranty or representation that compliance by COLLEGE
2 3 with these provisions, the HITECH Act, HIP AA or the HIP AA regulations will be adequate or
2 4 satisfactory for COLLEGE's own purposes or that any information in COLLEGE's possession or
2 5 control, or transmitted or received by COLLEGE, is or will be secure from unauthorized access,
2 6 viewing, use, disclosure, or breach. COLLEGE is solely responsible for all decisions made by
2 7 COLLEGE regarding the safeguarding of PHI.
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1 P. Amendment
2 The parties acknowledge that Federal and State laws relating to electronic data
3 security and privacy are rapidly evolving and that amendment of these provisions may be required to
4 provide for procedures to ensure compliance with such developments. The parties specifically agree
5 to take such action as is necessary to amend this agreement in order to implement the standards and
6 requirements of HIP AA, the HIP AA regulations, the HITECH Act and other applicable laws relating
7 to the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days
8 written notice in the event that COLLEGE does not enter into an amendment providing assurances
9 regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
1 0 standards and requirements of HIP AA, the HIP AA regulations and the HITECH Act.
11 Q. No Third-Party Beneficiaries
12 Nothing express or implied in the terms and conditions of these provisions is
13 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
14 COLLEGE and their respective successors or assignees, any rights, remedies, obligations or liabilities
15 whatsoever.
16 R. Interpretation
1 7 The terms and conditions in these provisions shall be interpreted as broadly as
18 necessary to implement and comply with HIP AA, the HIP AA regulations and applicable State laws.
19 The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
2 0 in favor of a meaning that complies and is consistent with HlP AA and the HIP AA regulations.
21 s. Regulatory References
2 2 A reference in the terms and conditions of these provisions to a section in the
2 3 HIP AA regulations means the section as in effect or as amended.
24 T. Survival
2 5 The respective rights and obligations of COLLEGE as stated in this Section shall
2 6 survive the termination or expiration of this Agreement.
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u. No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any
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1 one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
2 or shall prohibit enforcement of any obligation on any other occasion.
3 12. DATA SECURITY
4 For the purpose of preventing the potential loss, misappropriation or inadvertent
5 disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
6 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
7 contractual relationship with the COUNTY for the purpose of providing services under this
8 Agreement must employ adequate data security measures to protect the confidential information
9 provided to the COLLEGE by the COUNTY, including but not limited to the following:
10 A. COLLEGE-Owned Mobile, Wireless, or Handheld Devices
11 COLLEGE may not connect to COUNTY networks via personally-owned
12 mobile, wireless or handheld devices except: 1) when authorized by COUNTY for telecommuting
13 purposes; 2) if virus protection software currency agreements are in place; 3) if a secure connection is
14 used; and 4) a secure connection is used.
15 B. COLLEGE-Owned Computers or Computer Peripherals
16 COLLEGE may not bring COLLEGE-owned computers or computer peripherals
17 into the COUNTY for use without prior authorization from the COUNTY's Chieflnformation Officer,
18 or designee(s), including but not limited to mobile storage devices. If approved to be transferred, data
19 must be stored on a secure server approved by the COUNTY and transferred by means of a virtual
2 0 private network (VPN) connection or another type of secure connection. Said data must be encrypted.
21 C. COUNTY-Owned Computer Equipment
22 COLLEGE, or anyone having an employment relationship with the COUNTY,
2 3 may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior
24 authorization from COUNTY's Chieflnformation Officer, or designee(s).
25 D. COLLEGE may not store COUNTY's private, confidential or sensitive data on
2 6 any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
27 E. COLLEGE shall be responsible to employ strict controls to ensure the integrity
28 and security ofthe COUNTY's confidential information and to prevent unauthorized access viewing,
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Fresno, C1\
1 use or disclosure of data maintained in computer files, program documentation, data processing
2 systems, data files and data processing equipment which stores or processes COUNTY data internally
3 and externally.
4 F. Confidential client information transmitted to one party by the other by means of
5 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
6 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
7 G. COLLEGE shall be responsible to immediately notify COUNTY of any
8 violations, breaches or potential breaches of security related to COUNTY's confidential information,
9 data maintained in computer files, program documentation, data processing systems, data files and
10 data processing equipment which stores or processes COUNTY data internally or externally.
11 H. COUNTY shall provide oversight to COLLEGE's response to all incidents
12 arising from a possible breach of security related to COUNTY's confidential client information
13 provided to COLLEGE; however, COLLEGE will be responsible to issue any notification to affected
14 individuals as required by law or as deemed necessary by COUNTY in its sole discretion. COLLEGE
15 will be responsible for all costs incurred as a result of providing said required notification.
16 13. NON-DISCRIMINATION
17 During the performance of this Agreement, COLLEGE shall not unlawfully discriminate
18 against any employee or applicant for employment, or recipient of services, because of race, religion,
19 color, national origin, ancestry, physical disability, medical condition, marital status, sexual
2 0 orientation, age or gender, pursuant to all applicable State of California and Federal statutes and
21 regulations.
22 14. SELF-DEALING TRANSACTION DISCLOSURE
2 3 This provision is only applicable if the UNIVERSITY is operating as a corporation (a
2 4 for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR
2 5 changes its status to operate as a corporation.
2 6 Members of the COLLEGE's Board of Directors shall disclose any self-dealing
2 7 transactions that they are a party to while COLLEGE is providing goods or performing services under
2 8 this Agreement. A self-dealing transaction shall mean a transaction to which the COLLEGE is a party
-19 -COUNTY OF FRESNO
Fresno, C,\
1 and in which one or more of its directors has a material financial interest. Members of the Board of
2 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing
3 a Self-Dealing Transaction Disclosure Form (Exhibit A, which is attached hereto and incorporated
4 herein) and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
5 immediately thereafter
6 15. AUDITS AND INSPECTIONS
7 COLLEGE shall at any time during business hours, and as often as COUNTY may deem
8 necessary, make available to COUNTY for examination all of its records and data with respect to the
9 matters covered by this Agreement. COLLEGE shall, upon request by COUNTY, permit COUNTY
10 to audit and inspect all such records and data necessary to ensure COLLEGE compliance with the
11 terms of this Agreement.
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16. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY
Director, County of Fresno
Department of Behavioral Health
4441 E. Kings Canyon
Fresno, CA 93703
DISTRICT
Vice Chancellor/Business
State Center Community
College District
1525 East Weldon
Fresno, CA 93 704
Any and all notices between COUNTY and COLLEGE provided for or permitted under
this Agreement or by law, shall be in writing and shall be deemed duly served when personally
delivered to one ofthe parties, or in lieu of such personal service, when deposited in the United States
Mail, postage prepaid, addressed to such party.
17. GOVERNING LAW
2 5 The parties agree, that for the purposes of venue, performance under this Agreement is
2 6 to be in Fresno County, California.
2 7 The rights and obligations of the parties and all interpretation and performance of this
2 8 Agreement shall be governed in all respects by the laws of the State of California.
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Fresno, CA
1 18. SEVERABILITY
2 The provisions of this Agreement are severable. The invalidity or unenforceability of
3 any one provision in the Agreement shall not affect the other provisions.
4 19. ENTIRE AGREEMENT
5 This Agreement, including Exhibit A, constitutes the entire agreement between
6 COLLEGE and COUNTY with respect to the subject matter hereof and supersedes all previous
7 agreement negotiations, proposals, commitments, writings, advertisements, publications, and
8 understandings of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written .
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DISTRICT:
STATE CENTER COMMUNITY
COLLEGE DISTRICT
Print Name : Edwin Ens
VIce Chancellor,
Title : Finance and Administration
Mailing Address:
1525 East Weldon
Fresno, CA 93704
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COUNTY OF FRESNO
By IL ~.l_
Chairman , Board of Supervisors
Date : ~-d-d--\)
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By SuSAro. ~~o p
Date : <(?-.;1. a -(l
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUNTY OF FRESNO
Fceano,CA
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APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG, COUNTY COUNSEL
4 By~~~--~--~r------------
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REVIEWED AND RECOMMENDED FOR APPROVAL:
. -~. f, J J h: . 1 I J... A If ~ By tz..~fM.... ~~
Dawan Utecht, Director
Department of Behavioral Health
Fund/Subclass:
Organization:
Account#:
0001/10000
56302003($0)
5620 1500($0)
56302080($0)
7295
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Fresno, CA
EXHIBIT A
SELF-DEAUNG TRANSAcnON DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as 11 County"),
members of a contractor's board of directors (hereinafter referred to as ~~county Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job Title:
{2) Company/ Agency Name and Address:
{3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a)
(5) Authorized Signature
Signature: I Date:
I