HomeMy WebLinkAboutAgreement A-22-226 with Alliant Research Grant Writing.pdf Agreement No. 22-226
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 7t" day of June , 2022, by
3 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and ALLIANT INTERNATIONAL UNIVERSITY, INC., a California
5 Corporation, whose address is 5130 E. Clinton Way, Fresno, CA 93727-2014, hereinafter referred to
6 as "UNIVERSITY" (collectively the "parties").
7 WITNESS ETH:
8 WHEREAS, UNIVERSITY has an approved research practicum for its students enrolled in
9 UNIVERSITY's doctoral program in clinical psychology; and
10 WHEREAS, UNIVERSITY wishes to provide assistance for research projects and grant-writing
11 opportunities for the COUNTY; and
12 WHEREAS, UNIVERSITY, wishes to utilize mental health data for approved research projects;
13 and
14 WHEREAS, COUNTY, through its Department of Behavioral Health (DBH), operates programs
15 and maintains data and may require assistance with research projects and grant-writing
16 opportunities; and
17 WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students of
18 UNIVERSITY'S doctoral program in clinical psychology collaborate in research projects and grant-
19 writing opportunities for the COUNTY;
20 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
21 hereto agree as follows:
22 1. RIGHTS AND RESPONSIBILITIES OF UNIVERSITY
23 A. UNIVERSITY will designate students enrolled in the research practicum of the
24 UNIVERSITY to be assigned for research projects and grant-writing opportunities, as available, at the
25 COUNTY, and schedule the availability of the students in conformity with the calendar of the
26 UNIVERSITY's academic year and with the curriculum of the educational programs of the
27 UNIVERSITY.
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1 B. UNIVERSITY recognizes that the research practicum conducted pursuant to the
2 terms and conditions of this Agreement is an education program of UNIVERSITY and not of
3 COUNTY, and that students participating in UNIVERSITY's program shall at all times be under the
4 exclusive jurisdiction of UNIVERSITY.
5 C. UNIVERSITY shall designate students enrolled in the research practicum of
6 UNIVERSITY to be assigned for research projects and grant-writing opportunities for the COUNTY, in
7 such numbers as can be supported and to be mutually agreed upon by both COUNTY's DBH
8 Director, or designee, and UNIVERSITY.
9 D. UNIVERSITY shall supervise all instruction of the research practicum students
10 assigned to the COUNTY under this Agreement.
11 E. UNIVERSITY shall keep all attendance and academic records of students
12 participating in the research and/or grant-writing opportunities provided for under this Agreement.
13 F. UNIVERSITY shall ensure students act professionally and appropriately while at
14 COUNTY facilities and/or participating in projects with/for the COUNTY.
15 G. UNIVERSITY shall require every student to conform to all applicable COUNTY
16 policies, procedures, regulations, and all requirements and restrictions specified jointly by
17 representatives of UNIVERSITY and COUNTY.
18 H. UNIVERSITY shall require its instructors to notify COUNTY's DBH Director or
19 designee, as appropriate in advance of student placement regarding:
20 1) Locations, dates, times and the number of hours or changes thereof,
21 regarding student availability for assigned research project(s) and/or grant-writing opportunity; and
22 2) Any change in the placement of students in assisting with research
23 projects and/or grant-writing opportunities.
24 I. UNIVERSITY shall, in consultation and coordination with COUNTY'S DBH
25 Director, or designee, arrange for periodic conferences between appropriate representatives of
26 UNIVERSITY and COUNTY to evaluate the research practicum, research project(s), and grant-writing
27 opportunities provided under this Agreement.
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I J. UNIVERSITY shall provide and be responsible for the use and control of its
2 educational supplies, materials and equipment used for instruction of the research practicum
3 students.
4 K. UNIVERSITY shall distribute to each student a statement which explains the
5 hazards of drug use in their profession.
6 L. UNIVERSITY shall provide for an introductory orientation of research practicum
7 students assigned to the COUNTY, which shall provide an overview of the assignment(s) and the
8 terms and conditions of student placement with the COUNTY and at COUNTY facilities, if applicable.
9 M. UNIVERSITY shall agree that initiating work, reviews, or studies related to the
10 production of special reports, projects, theses, and/or publications based upon studies and research
11 arising out of the cooperative education experience permitted by this Agreement, may require
12 advance approval from COUNTY's DBH. In some cases, approval may include the Institutional
13 Review Board process.
14 N. UNIVERSITY shall agree that special reports, projects, theses, and/or
15 publications based upon studies and research arising out of the cooperative education experience
16 permitted by this Agreement, shall be reviewed and approved prior to release through the committee
17 responsible for planning the course and then with the COUNTY's DBH Director or designee, as
18 appropriate, for approval by means of such procedures as COUNTY's DBH shall designate. Approval
19 of reports by UNIVERSITY's planning committee and COUNTY's DBH shall not be unreasonably
20 withheld.
21 O. UNIVERSITY agrees to receive data from COUNTY for research purposes. The
22 data shall either be de-identified in accordance with the standards set by HIPAA, or in the form of a
23 limited data set that may include city, state, zip code, date of birth, and date(s) of service.
24 UNIVERSITY and DBH shall agree to the type of data that will be shared with UNIVERSITY, and the
25 DBH Director, or designee, shall provide written notice to UNIVERSITY regarding the type of data
26 that will be shared.
27 P. UNIVERSITY shall agree to complete an evaluation of each student at least
28 once during a specific program period.
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1 Q. UNIVERSITY shall allow COUNTY program managers and other designated
2 personnel to attend meetings of UNIVERSITY'S faculty, or any committee thereof, to coordinate the
3 research and grant-writing opportunities provided under this Agreement and to designate lines of
4 authority and communication for coordination of relations between COUNTY personnel and
5 UNIVERSITY instructors.
6 R. UNIVERSITY'S employees, agents, and students shall abide by the provisions
7 of State of California law relating to confidentiality of medical records, further described in Paragraph
8 Fifteen (15) of this Agreement, and any person knowingly and intentionally violating provisions of
9 State of California law may be guilty of a misdemeanor.
10 S. UNIVERSITY's employees, agents, and students shall be issued COUNTY
11 identification badges which must be worn only at COUNTY facilities while participating in research
12 and grant-writing opportunities, pursuant to the terms and conditions of this Agreement.
13 T. UNIVERSITY will ensure that each participating student understands that
14 students are not employees of COUNTY, and students shall have absolutely no right to employment
15 rights and benefits available to COUNTY employees.
16 2. RIGHTS AND RESPONSIBILITIES OF COUNTY
17 A. COUNTY's DBH Director or designee, at their sole discretion, shall have the
18 right to approve and accept, or reject, each student selected by UNIVERSITY to participate in
19 research projects and grant-writing opportunities. For each student selected and designated by
20 UNIVERSITY, COUNTY shall permit each student opportunities, as available, in research projects
21 and grant-writing pursuant to Paragraph One (1) of this Agreement, at an agreed (between COUNTY
22 and UNIVERSITY) location and number of hours, and shall furnish and permit students and/or
23 instructors access to appropriate COUNTY facilities for such research and grant-writing opportunities,
24 subject to the terms and conditions of this Agreement.
25 B. COUNTY shall furnish the appropriate facilities, as applicable, in such a manner
26 that there will be no conflict in the use thereof between UNIVERSITY's students and those from other
27 educational institutions, if any.
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I C. COUNTY shall, subject to budgetary and operational concerns, maintain
2 facilities used for the learning experience in a manner that shall at all times conform to the
3 requirements of UNIVERSITY's clinical psychology program listed in the "Witnesseth" section of this
4 Agreement.
5 D. COUNTY shall provide to students and instructors appropriate space to conduct
6 research practicum work, as applicable.
7 E. COUNTY shall permit its various program directors and other designated
8 personnel to attend meetings of the UNIVERSITY's faculty, or any committee thereof, to coordinate
9 research and grant-writing opportunities provided for under this Agreement, and to designate lines of
10 authority and communication for coordination of relations between UNIVERSITY instructors and
11 COUNTY personnel.
12 F. COUNTY shall provide an introductory orientation for UNIVERSITY instructors
13 and faculty staff which shall provide an overview of COUNTY facilities, research project(s), grant-
14 writing opportunities, and the terms and conditions of student placement, as applicable.
15 G. COUNTY shall agree to share data with UNIVERSITY for research purposes.
16 The data shall either be de-identified in accordance with the standards set by HIPAA, or in the form of
17 a limited data set that may include city, state, zip code, date of birth, and date(s) of service.
18 UNIVERSITY and DBH shall agree to the type of data that will be shared with UNIVERSITY, and the
19 DBH Director, or designee, shall provide written notice to UNIVERSITY regarding the type of data
20 that will be shared.
21 H. COUNTY shall notify UNIVERSITY's instructors, in advance, of any change in
22 its Director(s) or designee(s) appointments.
23 I. COUNTY shall reserve the absolute right to review, authorize, and at its sole
24 discretion, deny access or admission by any student, instructor and/or UNIVERSITY representative
25 into COUNTY facilities.
26 J. COUNTY shall provide input into the evaluation conducted by UNIVERSITY, of
27 students' skills and progress.
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1 K. COUNTY shall agree to allow access to existing break room space for students'
2 break and meal periods. UNIVERSITY's students shall purchase food in the regular system or bring
3 food with them; no special arrangements for food will be made.
4 3. JOINT RESPONSIBILITIES OF THE COUNTY AND THE UNIVERSITY
5 Each student nominated by the UNIVERSITY and accepted by the COUNTY for
6 placement in this program shall enter into a signed agreement. UNIVERSITY shall forward to
7 COUNTY a copy of the signed student Agreements and COUNTY will append each one to this
8 Agreement and they shall become addendums to this Agreement. Addendums shall include at least
9 the following:
10 A) Certification of the student's prior educational experience.
11 B) Objectives required to be accomplished by the student, by the UNIVERSITY and
12 the individual's designed research and/or grant writing curriculum.
13 C) Administrative responsibilities of the student while engaged in research and/or
14 grant-writing opportunities at COUNTY including.
15 D) A schedule of hours that include consultation as well as training.
16 E) Each addendum shall be signed by at least the following individuals:
17 1) UNIVERSITY's Placement Coordinator, or equivalent.
18 2) COUNTY's Placement Coordinator, or equivalent.
19 3) Student.
20 4. TERM
21 This Agreement shall become effective on the first day of July, 2022 and shall terminate
22 on the 301h day of June, 2025.
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24 This Agreement, subject to satisfactory completion of the terms and conditions of this
25 Agreement, may be extended for two (2) additional twelve (12) month periods upon the written
26 approval of COUNTY and UNIVERSITY not later than thirty (30) days prior to the first day of the next
27 twelve (12) month extension period. COUNTY's DBH Director, or designee, is authorized to execute
28 such written approval on behalf of COUNTY based on UNIVERSITY's satisfactory completion of the
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I terms and conditions of this Agreement.
2 5. TERMINATION
3 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
4 provided thereunder, are contingent on the approval of funds by the appropriating government
5 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
6 Agreement terminated at any time by giving the UNIVERSITY thirty (30) days advance written notice.
7 B. Breach of Contract - COUNTY may immediately suspend or terminate this
8 Agreement in whole or in part, where in the determination of COUNTY there is:
9 1) An illegal or improper use of funds;
10 2) A failure to comply with any term of this Agreement;
11 3) A substantially incorrect or incomplete report submitted to the
12 COUNTY;
13 4) Improperly performed service.
14 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
15 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall
16 such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
17 default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
18 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
19 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
20 shall promptly refund any such funds upon demand.
21 C. Without Cause - Under circumstances other than those set forth above, this
22 Agreement may be terminated by UNIVERSITY or COUNTY or COUNTY's DBH Director, or
23 designee, upon the giving of thirty (30) days advance written notice of an intention to terminate.
24 6. COMPENSATION
25 The research and grant-writing projects conducted pursuant to the terms and conditions
26 of this Agreement shall be performed without the payment of any monetary consideration by
27 UNIVERSITY or COUNTY, one to the other, or by or to any STUDENT participating in said clinical
28 experience program.
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1 7. INDEPENDENT CONTRACTOR
2 In performance of the work, duties, and obligations assumed by UNIVERSITY under
3 this Agreement, it is mutually understood and agreed that UNIVERSITY, including any and all of
4 UNIVERSITY's officers, agents, employees, students and residents will at all times be acting and
5 performing as an independent contractor, and shall act in an independent capacity and not as an
6 officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore,
7 COUNTY shall have no right to control or supervise or direct the manner or method by which
8 UNIVERSITY shall perform its work and function. However, COUNTY shall retain the right to
9 administer this Agreement so as to verify that UNIVERSITY is performing its obligations in
10 accordance with the terms and conditions thereof. UNIVERSITY and COUNTY shall comply with all
11 applicable provisions of law and the rules and regulations, if any, of governmental authorities having
12 jurisdiction over matters which are directly or indirectly the subject of this Agreement.
13 Because of its status as an independent contractor, UNIVERSITY, shall have absolutely
14 no right to employment rights and benefits available to COUNTY employees. UNIVERSITY shall be
15 solely liable and responsible for providing to, or on behalf of, its employees all legally-required
16 employee benefits. In addition, UNIVERSITY shall be solely responsible and save COUNTY
17 harmless from all matters relating to payment of UNIVERSITY's employees, including compliance
18 with Social Security, withholding, and all other regulations governing such matters. As between
19 COUNTY and UNIVERSITY, should the students be deemed employees, by any governmental or
20 regulatory body, the students shall be the employees of UNIVERSITY. It is acknowledged that during
21 the term of this Agreement, UNIVERSITY may be providing services to others unrelated to COUNTY
22 or to this Agreement.
23 8. MODIFICATION
24 Any matters of this Agreement may be modified from time to time by the written consent
25 of all the parties without, in any way, affecting the remainder.
26 9. NON-ASSIGNMENT
27 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
28 duties under this Agreement without the prior written consent of the other party.
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1 10. HOLD-HARMLESS
2 A. UNIVERSITY agrees to indemnify, save, hold harmless, and at COUNTY'S
3 request, defend the COUNTY, its officers, agents, and employees from any and all costs and
4 expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
5 with the performance, or failure to perform, by UNIVERSITY, its officers, agents, residents, students,
6 or employees under this Agreement, and from any and all costs and expenses, damages, liabilities,
7 claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or
8 damaged by the performance, or failure to perform, of UNIVERSITY, its officers, agents, residents,
9 students, or employees under this Agreement. The provisions of this Section 10 shall survive
10 termination of this Agreement.
11 11. INSURANCE
12 For the purposes of this Agreement, students/interns will be explicitly considered
13 employees of the UNIVERSITY. Without limiting COUNTY's right to obtain indemnification from
14 UNIVERSITY or any third parties, UNIVERSITY, at its sole expense, shall maintain in full force and
15 effect the following insurance policies or a program of self-insurance, including but not limited to, an
16 insurance arrangement or Joint Powers Agreement (JPA) throughout the term of this Agreement:
17 A. Commercial General Liability
18 Commercial General Liability Insurance with limits of not less than Two Million Dollars
19 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
20 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
21 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
22 liability or any other liability insurance deemed necessary because of the nature of this contract.
23 B. Automobile Liability
24 Comprehensive Automobile Liability Insurance with limits of not less than One Million
25 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
26 include any auto used in connection with this Agreement.
27 C. Professional Liabilitv
28 If UNIVERSITY employs licensed professional staff(e.g. Ph.D., R.N., L.C.S.W.,
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1 L.M.F.T.) in providing services, Professional Liability Insurance with limits of not less than One Million
2 Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual aggregate.
3 UNIVERSITY shall ensure that each student who participates in COUNTY's "covered functions" (as
4 defined by the HIPAA regulations at 45 C.F.R. §164.501) procures and maintains in force
5 during the term of this Agreement, at the student's sole cost and expense, Professional Liability
6 Insurance in amounts reasonably necessary to protect the student against liability arising from any
7 and all negligent acts or incidents caused by the student. Professional Liability Insurance shall be
8 maintained for three (3) years past termination of this agreement.
9 D. Worker's Compensation
10 A policy of Worker's Compensation Insurance as may be required by the
11 California Labor Code. UNIVERSITY shall be responsible for Worker's Compensation coverage for
12 students who participate in the program.
13 E. Sexual Abuse/Molestation Liability
14 Sexual Abuse/Molestation Liability Insurance with limits of not less than One Million
15 Dollars ($1,000,000) per occurrence with a Two Million Dollars ($2,000,000) annual aggregate. This
16 policy shall be issued on a per occurrence basis.
17 F. Cyber Liability
18 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
19 claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to duties and
20 obligations undertaken by both parties in this agreement and shall include, but not be limited to,
21 claims involving infringement of intellectual property, including but not limited to infringement of
22 copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
23 destruction of electronic information, release of private information, alteration of electronic
24 information, extortion and network security. The policy shall provide coverage for breach response
25 costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits
26 sufficient to respond to these obligations.
27 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
28 Breaches, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii)
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I breach of any of the Contractor's obligations under Section # of this Agreement; (iii) infringement of
2 intellectual property, including but not limited to infringement of copyright, trademark, and trade dress;
3 (iv) invasion of privacy, including release of private information; (v) information theft; (vi) damage to or
4 destruction or alteration of electronic information; (vii) extortion related to the Contractor's obligations
5 under this Agreement regarding electronic information, including Personal Information; (viii) network
6 security; (ix) data breach response costs, including Security Breach response costs; (x) regulatory
7 fines and penalties related to the Contractor's obligations under this Agreement regarding electronic
8 information, including Personal Information; and (xi) credit monitoring expenses.
9 Additional Requirements Relating to Insurance
10 UNIVERSITY shall obtain endorsements to the Commercial General Liability
11 insurance naming the County of Fresno, its officers, agents, and employees, individually and
12 collectively, as additional insured, but only insofar as the operations under this Agreement are
13 concerned. Such coverage for additional insured shall apply as primary insurance and any other
14 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
15 excess only and not contributing with insurance provided under UNIVERSITY's policies herein. This
16 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
17 notice given to COUNTY.
18 UNIVERSITY hereby waives its right to recover from COUNTY, its officers, agents,
19 and employees any amounts paid by the policy of worker's compensation insurance required by this
20 Agreement. UNIVERSITY is solely responsible to obtain any endorsement to such policy that may be
21 necessary to accomplish such waiver of subrogation, but UNIVERSITY's waiver of subrogation under
22 this paragraph is effective whether or not UNIVERSITY obtains such an endorsement.
23 Within Thirty (30) days from the date UNIVERSITY signs and executes this
24 Agreement, UNIVERSITY shall provide certificates of insurance and endorsement as stated above
25 for all of the foregoing policies, as required herein, to the County of Fresno, Department of Behavioral
26 Health, 3133 N. Millbrook Ave., Fresno, California 93703), Attention: Contracted Services Division or
27 electronically to dbh contracted servicesdivis ion(a)fresnocountyca.gov with a copy to the assigned
28 COUNTY's DBH Staff Analyst, stating that such insurance coverage have been obtained and are in
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I full force; that the County of Fresno, its officers, agents and employees will not be responsible for any
2 premiums on the policies; that such Commercial General Liability insurance names the County of
3 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but
4 only insofar as the operations under this Agreement are concerned; that such coverage for additional
5 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
6 COUNTY, its officers, agents and employees, shall be excess only and not contributing with
7 insurance provided under UNIVERSITY's policies herein; and that this insurance shall not be
8 cancelled or changed without a minimum of thirty (30) days advance, written notice given to
9 COUNTY.
10 In the event either party fails to keep in effect at all times insurance coverage as
11 herein provided, the other party may, in addition to other remedies it may have, suspend or terminate
12 this Agreement upon the occurrence of such event.
13 All policies shall be issued by admitted insurers licensed to do business in the State
14 of California, and such insurance shall be purchased from companies possessing a current A.M.
15 Best, Inc. rating of A FSC VII or better.
16 12. LICENSES/CERTIFICATES
17 Throughout each term of this Agreement, UNIVERSITY and UNIVERSITY's staff shall
18 maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions necessary
19 for the provision of the services hereunder and required by the laws and regulations of the United
20 States of America, State of California, the County of Fresno, and any other applicable governmental
21 agencies. UNIVERSITY shall notify COUNTY immediately in writing of its inability to obtain or
22 maintain such licenses, permits, approvals, certificates, waivers and exemptions irrespective of the
23 pendency of any appeal related thereto. Additionally, UNIVERSITY and UNIVERSITY's staff shall
24 comply with all applicable laws, rules or regulations, as may now exist or be hereafter changed.
25 13. MONITORING
26 UNIVERSITY agrees to extend to COUNTY's staff, COUNTY's DBH Director and
27 DHCS, or their designees, the right to review and monitor records, programs or procedures, at any
28 time, in regard to clients, as well as the overall operation of UNIVERSITY's programs, in order to
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I ensure compliance with the terms and conditions of this Agreement.
2 14. REFERENCES TO LAWS AND RULES
3 In the event any law, regulation, or policy referred to in this Agreement is amended
4 during the term thereof, the parties hereto agree to comply with the amended provision as of the
5 effective date of such amendment.
6 15. CONFIDENTIALITY
7 All services performed by UNIVERSITY under this Agreement shall be in strict
8 conformance with all applicable Federal and State laws and regulations relating to confidentiality.
9 16. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
10 COUNTY and UNIVERSITY each consider and represent themselves as covered
11 entities as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law
12 104-191 (HIPAA) and agree that any use and disclosure of Protected Health Information (PHI) shall
13 be in compliance with applicable law.
14 COUNTY and UNIVERSITY acknowledge that the exchange of PHI between them is
15 only for treatment, payment, and health care operations.
16 COUNTY and UNIVERSITY intend to protect the privacy and provide for the security of
17 PHI shared pursuant to the Agreement in compliance with HIPAA, the Health Information Technology
18 for Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated
19 thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and other
20 applicable laws.
21 To the extent applicable, UNIVERSITY and COUNTY agree to comply with the HIPAA
22 Regulations, including those set forth in as set forth in, but not limited to, Title 45, Sections
23 164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations.
24 17. DATA SECURITY
25 For the purpose of preventing the potential loss, misappropriation or inadvertent
26 disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
27 resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
28 contractual relationship with the COUNTY for the purpose of providing services under this Agreement
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I must employ adequate data security measures to protect the confidential information provided to the
2 UNIVERSITY by the COUNTY, including but not limited to the following:
3 A. UNIVERSITY-Owned Mobile, Wireless, or Handheld Devices
4 UNIVERSITY will advise STUDENTS that STUDENTS may not connect to
5 COUNTY networks via personally-owned mobile, wireless or handheld devices except: 1) University
6 has received authorization by County for telecommuting purposes; 2) current virus protection
7 software is in place; 3) Mobile device has the remote wipe feature enable; and 4) a secure connection
8 is used.
9 B. UNIVERSITY-Owned Computers or Computer Peripherals
10 UNIVERSITY will advise STUDENTS that STUDENTS may not bring
11 UNIVERSITY-owned computers or computer peripherals into the COUNTY for use without prior
12 authorization from the COUNTY's Chief Information Officer, or designee(s), including but not limited
13 to mobile storage devices. If data is approved to be transferred, data must be stored on a secure
14 server approved by the COUNTY and transferred by means of a virtual private network (VPN)
15 connection or another type of secure connection. Said data must be encrypted.
16 C. COUNTY-Owned Computer Equipment
17 UNIVERSITY may not use COUNTY computers or computer peripherals on
18 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer, or
19 designee(s).
20 D. UNIVERSITY may not store COUNTY's private, confidential or sensitive data on
21 any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
22 E. UNIVERSITY shall be responsible to employ strict controls to ensure the
23 integrity and security of the COUNTY's confidential information and to prevent unauthorized access to
24 data maintained in computer files, program documentation, data processing systems, data files and
25 data processing equipment which stores or processes COUNTY data internally and externally.
26 F. Confidential client information transmitted to one party by the other by means of
27 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
28 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
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1 G. UNIVERSITY shall be responsible to immediately notify COUNTY of any breaches or
2 potential breaches of security related to COUNTY's confidential information, data maintained in
3 computer files, program documentation, data processing systems, data files and data processing
4 equipment which stores or processes COUNTY data internally or externally.
5 H. COUNTY shall provide oversight to UNIVERSITY's response to all incidents arising
6 from a possible breach of security related to COUNTY's confidential client information provided to
7 UNIVERSITY. UNIVERSITY will be responsible to issue any notification to affected individuals to the
8 extent required by law. UNIVERSITY will be responsible for all costs incurred as a result of providing
9 the required notification.
10 18. NON-DISCRIMINATION
11 During the performance of this Agreement, UNIVERSITY shall not unlawfully
12 discriminate against any employee or applicant for employment, or recipient of services, because of
13 race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition,
14 genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
15 orientation, or military and veteran status, pursuant to all applicable State and Federal statutes and
16 regulations. This non-discrimination policy covers admission and access to and treatment and
17 employment in the UNIVERSITY's programs and activities, including occupational education.
18 19. CONFLICT OF INTEREST
19 No officer, agent, or employee of the COUNTY who exercises any function or
20 responsibility for planning and carrying out the services provided under this Agreement shall have
21 any direct or indirect personal financial interest in this Agreement. The UNIVERSITY shall comply
22 with all Federal, State of California, and local conflict of interest laws, statutes, and regulations, which
23 shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or
24 employee of the COUNTY.
25 20. COMPLIANCE
26 UNIVERSITY agrees to comply with the COUNTY's Contractor Code of Conduct and
27 Ethics and the COUNTY's Compliance Program in accordance with Exhibit A. Within thirty (30) days
28 of entering into the agreement with the COUNTY, UNIVERSITY shall have all of UNIVERSITY's
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1 students, employees, agents and subcontractors providing services under this Agreement certify in
2 writing, that he or she has received, read, understood, and shall abide by the Contractor Code of
3 Conduct and Ethics. UNIVERSITY shall ensure that within thirty (30) days of hire, all new students,
4 employees, agents and subcontractors providing services under this Agreement shall certify in writing
5 that he or she has received, read, understood, and shall abide by the Contractor Code of Conduct
6 and Ethics. UNIVERSITY understands that the promotion of and adherence to the Code of Conduct
7 is an element in evaluating the performance of UNIVERSITY and its students, employees, agents
8 and subcontractors.
9 Within thirty (30) days of entering into this Agreement, and annually thereafter, all
10 students, employees, agents and subcontractors providing services under this Agreement shall
11 complete general compliance training. All new students, employees, agents and subcontractors shall
12 attend the appropriate training within thirty (30) days of hire. Each individual who is required to attend
13 training shall certify in writing that he or she has received the required training. The certification shall
14 specify the type of training received and the date received. The certification shall be provided to the
15 COUNTY's Compliance Officer at 3133 N. Millbrook Avenue, Fresno, CA 93703. UNIVERSITY
16 agrees to reimburse COUNTY for the entire cost of any penalty imposed upon COUNTY by the
17 Federal Government as a result of UNIVERSITY's violation of the terms of this Agreement.
18 21. COMPLIANCE WITH STATE REQUIREMENTS
19 UNIVERSITY recognizes that COUNTY operates its mental health system under an
20 agreement with the State of California Department of Mental Health, and that under
21 said agreement the State of California imposes certain requirements on the COUNTY and its
22 subcontractors. UNIVERSITY shall adhere to all State of California requirements, including those
23 identified in Exhibit B "State Mental Health Requirements", attached hereto and by this reference
24 incorporated herein and made part of this Agreement..
25 22. DISCLOSURE OF SELF-DEALING TRANSACTIONS
26 This provision is only applicable if the UNIVERSITY is operating as a corporation (a
27 for-profit or non-profit corporation) or if during the term of this agreement, the UNIVERSITY changes
28 its status to operate as a corporation.
- 16 -
1 Members of the UNIVERSITY's Board of Directors shall disclose any self-dealing
2 transactions that they are a party to while UNIVERSITY is providing goods or performing services
3 under this agreement. A self-dealing transaction shall mean a transaction to which the UNIVERSITY
4 is a party and in which one or more of its directors has a material financial interest. Members of the
5 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
6 and signing a Self-Dealing Transaction Disclosure Form (Exhibit C) attached hereto and by this
7 reference incorporated herein and made part of this Agreement and submitting it to the COUNTY
8 prior to commencing with the self-dealing transaction or immediately thereafter.
9 23. AUDITS AND INSPECTIONS
10 UNIVERSITY shall at any time during business hours, and as often as COUNTY may
11 deem necessary, make available to COUNTY for examination all of its records and data with respect
12 to the matters covered by this Agreement. UNIVERSITY shall, upon request by COUNTY, permit
13 COUNTY to audit and inspect all such records and data necessary to ensure UNIVERSITY
14 compliance with the terms of this Agreement. The above notwithstanding, COUNTY shall not be
15 permitted to examine, audit, or inspect STUDENTS' academic or other education records.
16 24. NOTICES
17 The persons having authority to give and receive notices under this Agreement and
18 their addresses include the following:
19 COUNTY UNIVERSITY
20 Director, County of Fresno Provost
Department of Behavioral Health Alliant International University, Inc.
21 1925 E. Dakota Avenue 5130 E. Clinton Way
22 Fresno, CA 93726 Fresno, CA 93727
23 All notices between the COUNTY and UNIVERSITY provided for or permitted under this
24 Agreement must be in writing and delivered either by personal service, by first-class United States
25 mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
26 delivered by personal service is effective upon service to the recipient. A notice delivered by first-
27 class United States mail is effective three (3) COUNTY business days after deposit in the United
28 States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight
- 17 -
I commercial courier service is effective one (1) COUNTY business day after deposit with the overnight
2 commercial courier service, delivery fees prepaid, with delivery instructions given for next day
3 delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when
4 transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY
5 business hours, then such delivery shall be deemed to be effective at the next beginning of a
6 COUNTY business day), provided that the sender maintains a machine record of the completed
7 transmission. For all claims arising out of or related to this Agreement, nothing in this Section
8 establishes, waives, or modifies any applicable claims presentation requirements or procedures
9 provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the
10 Government Code, beginning with Section 810).
11 25. GOVERNING LAW
12 The parties agree, that for the purposes of venue, performance under this Agreement is
13 to be in Fresno County, California.
14 The rights and obligations of the parties and all interpretation and performance of this
15 Agreement shall be governed in all respects by the laws of the State of California.
16 27. SEVERABILITY
17 The provisions of this Agreement are severable. The invalidity or unenforceability of
18 any one provision in the Agreement shall not affect the other provisions.
19 28. ELECTRONIC SIGNATURE
20 The parties agree that this Agreement may be executed by electronic signature as provided in
21 this section. An "electronic signature" means any symbol or process intended by an individual signing this
22 Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
23 version of an original handwritten signature; or(3) an electronically scanned and transmitted (for
24 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
25 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
26 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
27 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
28 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
- 18 -
1 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
2 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
3 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
4 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
5 conditioned upon the parties conducting the transactions under it by electronic means and either party
6 may sign this Agreement with an original handwritten signature.
7 29. ENTIRE AGREEMENT
8 This Agreement, including all Exhibits, constitutes the entire agreement between
9 UNIVERSITY and COUNTY with respect to the subject matter hereof and supersedes all previous
10 agreement negotiations, proposals, commitments, writings, advertisements, publications, and
11 understandings of any nature whatsoever unless expressly included in this Agreement.
12
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19 -
I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4 UNIVERSITY: COUNTY OF FRESNO
ALLIANT INTERNALTIONAL
5 UNIVERSITY, INC.
11 �L7 By By— L
Brian Pacheco,
8 Chairman of the Board of
Supervisors of the County of Fresno
9 Print Name: TrarV L Heller, PhD
10 Title: Provost & Executive VP, Academic Affairs Date: (V �22
11
12 Date: 5/23/2022 ATTEST:
Bernice E. Seidel
13 Clerk of the Board of Supervisors
14 County of Fresno,
//State of California
15 By N�WO�VL 1S16rL �2
16
Date: l0 )7 2 Z
17
18
19 Mailing Address:
5130 E. Clinton Way
20 Fresno, CA 93727
21
22
23 FOR ACCOUNTING PURPOSES ONLY:
Fund/Subclass: 0001/10000
24 Organization: 56302007
25 Account#: 7295
26
27
28 E.G.
- 20
Exhibit A
Page 1 of 3
FRESNO COUNTY MENTAL HEALTH COMPLIANCE PROGRAM
CONTRACTOR CODE OF CONDUCT AND ETHICS
Fresno County is firmly committed to full compliance with all applicable laws,
regulations, rules and guidelines that apply to the provision and payment of mental health services.
Mental health contractors and the manner in which they conduct themselves are a vital part of this
commitment.
Fresno County has established this Contractor Code of Conduct and Ethics with which
contractor and its employees and subcontractors shall comply. Contractor shall require its employees
and subcontractors to attend a compliance training that will be provided by Fresno County. After
completion of this training, each contractor, contractor's employee and subcontractor must sign the
Contractor Acknowledgment and Agreement form and return this form to the Compliance officer or
designee.
Contractor and its employees and subcontractor shall:
1. Comply with all applicable laws, regulations, rules or guidelines when providing and billing
for mental health services.
2. Conduct themselves honestly, fairly, courteously and with a high degree of integrity in their
professional dealing related to their contract with the County and avoid any conduct that could
reasonably be expected to reflect adversely upon the integrity of the County.
3. Treat County employees, consumers, and other mental health contractors fairly and with
respect.
4. NOT engage in any activity in violation of the County's Compliance Program, nor engage in
any other conduct which violates any applicable law, regulation, rule or guideline
5. Take precautions to ensure that claims are prepared and submitted accurately, timely and are
consistent with all applicable laws, regulations, rules or guidelines.
6. Ensure that no false, fraudulent, inaccurate or fictitious claims for payment or reimbursement
of any kind are submitted.
7. Bill only for eligible services actually rendered and fully documented. Use billing codes that
accurately describe the services provided.
Exhibit A
Page 2 of 3
8. Act promptly to investigate and correct problems if errors in claims or billing are discovered.
9. Promptly report to the Compliance Officer any suspected violation(s) of this Code of Conduct
and Ethics by County employees or other mental health contractors, or report any activity that
they believe may violate the standards of the Compliance Program, or any other applicable
law, regulation, rule or guideline. Fresno County prohibits retaliation against any person
making a report. Any person engaging in any form of retaliation will be subject to disciplinary
or other appropriate action by the County. Contractor may report anonymously.
10. Consult with the Compliance Officer if you have any questions or are uncertain of any
Compliance Program standard or any other applicable law, regulation, rule or guideline.
11. Immediately notify the Compliance Officer if they become or may become an Ineligible person
and therefore excluded from participation in the Federal Health Care Programs.
Exhibit A
Page 3 of 3
Fresno County Mental Health Compliance Program
Contractor Acknowledgment and Agreement
I hereby acknowledge that I have received, read and understand the Contractor Code of Conduct and
Ethics. I herby acknowledge that I have received training and information on the Fresno County Mental
Health Compliance Program and understand the contents thereof. I further agree to abide by the
Contractor Code of Conduct and Ethics, and all Compliance Program requirements as they apply to my
responsibilities as a mental health contractor for Fresno County.
I understand and accept my responsibilities under this Agreement. I further understand that any
violation of the Contractor Code of Conduct and Ethics or the Compliance Program is a violation of
County policy and may also be a violation of applicable laws, regulations, rules or guidelines. I further
understand that violation of the Contractor Code of Conduct and Ethics or the Compliance Program
may result in termination of my agreement with Fresno County. I further understand that Fresno
County will report me to the appropriate Federal or State agency.
For Individual Providers
Name (print):
Discipline: ❑ Psychiatrist ❑ Psychologist ❑ LCSW ❑ LMFT
Signature : Date
For Group or Organizational Providers
Group/Org. Name (print):
Employee Name (print):
Discipline: ❑ Psychiatrist ❑ Psychologist ❑ LCSW ❑ LMFT
❑ Other:
Job Title (if different from Discipline):
Signature: Date: / /
Exhibit B
Page 1 of 6
STATE MENTAL HEALTH REQUIREMENTS
1. CONTROL REQUIREMENTS
The COUNTY and its subcontractors shall provide services in accordance with all
applicable Federal and State statutes and regulations.
2. PROFESSIONAL LICENSURE
All (professional level) persons employed by the COUNTY Mental Health
Program (directly or through contract) providing Short-Doyle/Medi-Cal services
have met applicable professional licensure requirements pursuant to Business
and Professions and Welfare and Institutions Codes.
3. CONFIDENTIALITY
CONTRACTOR shall conform to and COUNTY shall monitor compliance with all
State of California and Federal statutes and regulations regarding confidentiality,
including but not limited to confidentiality of information requirements at 42, Code
of Federal Regulations sections 2.1 of seq; California Welfare and Institutions
Code, sections 14100.2, 11977, 11812, 5328; Division 10.5 and 10.6 of the
California Health and Safety Code; Title 22, California Code of Regulations,
section 51009; and Division 1, Part 2.6, Chapters 1-7 of the California Civil Code.
4. NON-DISCRIMINATION
A. Eligibility for Services
CONTRACTOR shall prepare and make available to COUNTY and to the
public all eligibility requirements to participate in the program plan set
forth in the Agreement. No person shall, because of ethnic group
identification, age, gender, color, disability, medical condition, national
origin, race, ancestry, marital status, religion, religious creed, political
belief or sexual preference be excluded from participation, be denied
benefits of, or be subject to discrimination under any program or activity
receiving Federal or State of California assistance.
B. Employment Opportunity
CONTRACTOR shall comply with COUNTY policy, and the Equal
Employment Opportunity Commission guidelines, which forbids
discrimination against any person on the grounds of race, color, national
origin, sex, religion, age, disability status, or sexual preference in
employment practices. Such practices include retirement, recruitment
advertising, hiring, layoff, termination, upgrading, demotion, transfer, rates
of pay or other forms of compensation, use of facilities, and other terms
and conditions of employment.
Exhibit B
Page 2 of 6
C. Suspension of Compensation
If an allegation of discrimination occurs, COUNTY may withhold all further
funds, until CONTRACTOR can show clear and convincing evidence to
the satisfaction of COUNTY that funds provided under this Agreement
were not used in connection with the alleged discrimination.
D. Nepotism
Except by consent of COUNTY's Department of Behavioral Health
Director, or designee, no person shall be employed by CONTRACTOR
who is related by blood or marriage to, or who is a member of the Board
of Directors or an officer of CONTRACTOR.
5. PATIENTS' RIGHTS
CONTRACTOR shall comply with applicable laws and regulations, including but
not limited to, laws, regulations, and State policies relating to patients' rights.
STATE CONTRACTOR CERTIFICATION CLAUSES
1. STATEMENT OF COMPLIANCE: CONTRACTOR has, unless exempted,
complied with the non-discrimination program requirements. (Gov. Code§ 12990
(a-f) and CCR, Title 2, Section 111 02) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: CONTRACTOR will comply
with the requirements of the Drug-Free Workplace Act of 1990 and will provide a
drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession or use of a controlled substance is
prohibited and specifying actions to be taken against employees for
violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free
workplace;
3) any available counseling, rehabilitation and employee assistance
programs; and,
4) penalties that may be imposed upon employees for drug abuse
violations.
C. Every employee who works on this Agreement will:
1) receive a copy of the company's drug-free workplace policy
statement; and,
2) agree to abide by the terms of the company's statement as a
condition of employment on this Agreement.
Failure to comply with these requirements may result in suspension of payments
under this Agreement or termination of this Agreement or both and
Exhibit B
Page 3 of 6
CONTRACTOR may be ineligible for award of any future State agreements if the
department determines that any of the following has occurred: the
CONTRACTOR has made false certification, or violated the certification by failing
to carry out the requirements as noted above. (Gov. Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: CONTRACTOR
certifies that no more than one (1) final unappealable finding of contempt of court
by a Federal court has been issued against CONTRACTOR within the
immediately preceding two (2) year period because of CONTRACTOR's failure to
comply with an order of a Federal court, which orders CONTRACTOR to comply
with an order of the National Labor Relations Board. (Pub. Contract Code
§10296) (Not applicable to public entities.)
4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO
REQUIREMENT: CONTRACTOR hereby certifies that CONTRACTOR will
comply with the requirements of Section 6072 of the Business and Professions
Code, effective January 1, 2003.
CONTRACTOR agrees to make a good faith effort to provide a minimum number
of hours of pro bono legal services during each year of the contract equal to the
lessor of 30 multiplied by the number of full time attorneys in the firm's offices in
the State, with the number of hours prorated on an actual day basis for any
contract period of less than a full year or 10% of its contract with the State.
Failure to make a good faith effort may be cause for non-renewal of a state
contract for legal services, and may be taken into account when determining the
award of future contracts with the State for legal services.
5. EXPATRIATE CORPORATIONS: CONTRACTOR hereby declares that it is not
an expatriate corporation or subsidiary of an expatriate corporation within the
meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to
contract with the State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All CONTRACTORS contracting for the procurement or laundering of
apparel, garments or corresponding accessories, or the procurement of
equipment, materials, or supplies, other than procurement related to a
public works contract, declare under penalty of perjury that no apparel,
garments or corresponding accessories, equipment, materials, or
supplies furnished to the state pursuant to the contract have been
laundered or produced in whole or in part by sweatshop labor, forced
labor, convict labor, indentured labor under penal sanction, abusive forms
of child labor or exploitation of children in sweatshop labor, or with the
benefit of sweatshop labor, forced labor, convict labor, indentured labor
under penal sanction, abusive forms of child labor or exploitation of
children in sweatshop labor. CONTRACTOR further declares under
penalty of perjury that they adhere to the Sweatfree Code of Conduct as
set forth on the California Department of Industrial Relations website
located at www.dir.ca.gov, and Public Contract Code Section 6108.
Exhibit B
Page 4 of 6
b. CONTRACTOR agrees to cooperate fully in providing reasonable access
to the CONTRACTOR's records, documents, agents or employees, or
premises if reasonably required by authorized officials of the contracting
agency, the Department of Industrial Relations, or the Department of
Justice to determine the contractor's compliance with the requirements
under paragraph (a).
7. DOMESTIC PARTNERS: For contracts of$100,000 or more, CONTRACTOR
certifies that CONTRACTOR is in compliance with Public Contract Code Section
10295.3.
8. GENDER IDENTITY: For contracts of$100,000 or more, CONTRACTOR
certifies that CONTRACTOR is in compliance with Public Contract Code Section
10295.35.
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of
California.
1. CONFLICT OF INTEREST: CONTRACTOR needs to be aware of the following
provisions regarding current or former state employees. If CONTRACTOR has
any questions on the status of any person rendering services or involved with this
Agreement, the awarding agency must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code §10410):
a). No officer or employee shall engage in any employment, activity or
enterprise from which the officer or employee receives compensation or
has a financial interest and which is sponsored or funded by any state
agency, unless the employment, activity or enterprise is required as a
condition of regular state employment.
b). No officer or employee shall contract on his or her own behalf as an
independent contractor with any state agency to provide goods or
services.
Former State Employees (Pub. Contract Code §10411):
a). For the two (2) year period from the date he or she left state employment,
no former state officer or employee may enter into a contract in which he
or she engaged in any of the negotiations, transactions, planning,
arrangements or any part of the decision-making process relevant to the
contract while employed in any capacity by any state agency.
b). For the twelve (12) month period from the date he or she left state
employment, no former state officer or employee may enter into a
contract with any state agency if he or she was employed by that state
agency in a policy-making position in the same general subject area as
Exhibit B
Page 5 of 6
the proposed contract within the twelve (12) month period prior to his or
her leaving state service.
If CONTRACTOR violates any provisions of above paragraphs, such action by
CONTRACTOR shall render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not
receive payment other than payment of each meeting of the board or
commission, payment for preparatory time and payment for per diem. (Pub.
Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION: CONTRACTOR needs to be
aware of the provisions which require every employer to be insured against
liability for Worker's Compensation or to undertake self-insurance in accordance
with the provisions, and CONTRACTOR affirms to comply with such provisions
before commencing the performance of the work of this Agreement. (Labor Code
Section 3700)
3. AMERICANS WITH DISABILITIES ACT: CONTRACTOR assures the State that
it complies with the Americans with Disabilities Act (ADA) of 1990, which
prohibits discrimination on the basis of disability, as well as all applicable
regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
4. CONTRACTOR NAME CHANGE: An amendment is required to change the
CONTRACTOR's name as listed on this Agreement. Upon receipt of legal
documentation of the name change the State will process the amendment.
Payment of invoices presented with a new name cannot be paid prior to approval
of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the
contracting agencies will be verifying that the CONTRACTOR is currently
qualified to do business in California in order to ensure that all obligations
due to the state are fulfilled.
b. "Doing business" is defined in R&TC Section 23101 as actively engaging
in any transaction for the purpose of financial or pecuniary gain or profit.
Although there are some statutory exceptions to taxation, rarely will a
corporate contractor performing within the state not be subject to the
franchise tax.
C. Both domestic and foreign corporations (those incorporated outside of
California) must be in good standing in order to be qualified to do
business in California. Agencies will determine whether a corporation is
in good standing by calling the Office of the Secretary of State.
6. RESOLUTION: A county, city, district, or other local public body must provide
the State with a copy of a resolution, order, motion, or ordinance of the local
governing body, which by law has authority to enter into an agreement,
authorizing execution of the agreement.
Exhibit B
Page 6 of 6
7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the
CONTRACTOR shall not be: (1) in violation of any order or resolution not
subject to review promulgated by the State Air Resources Board or an air
pollution control district; (2) subject to cease and desist order not subject to
review issued pursuant to Section 13301 of the Water Code for violation of waste
discharge requirements or discharge prohibitions; or (3) finally determined to be
in violation of provisions of federal law relating to air or water pollution.
8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all
contractors that are not another state agency or other governmental entity.
9. INSPECTION and Audit of Records and access to Facilities.
The State, CMS, the Office of the Inspector General, the Comptroller General,
and their designees may, at any time, inspect and audit any records or
documents of CONTRACTOR or its subcontractors, and may, at any time,
inspect the premises, physical facilities, and equipment where Medicaid-related
activities or work is conducted. The right to audit under this section exists for ten
(10) years from the final date of the contract period or from the date of
completion of any audit, whichever is later.
Federal database checks.
Consistent with the requirements at § 455.436 of this chapter, the State must
confirm the identity and determine the exclusion status of CONTRACTOR, any
subcontractor, as well as any person with an ownership or control interest, or
who is an agent or managing employee of CONTRACTOR through routine
checks of Federal databases. This includes the Social Security Administration's
Death Master File, the National Plan and Provider Enumeration System
(NPPES), the List of Excluded Individuals/Entities (LEIE), the System for Award
Management (SAM), and any other databases as the State or Secretary may
prescribe. These databases must be consulted upon contracting and no less
frequently than monthly thereafter. If the State finds a party that is excluded, it
must promptly notify the CONTRACTOR and take action consistent with §
438.610(c).
The State must ensure that CONTRACTOR with which the State contracts under
this part is not located outside of the United States and that no claims paid by a
CONTRACTOR to a network provider, out-of-network provider, subcontractor or
financial institution located outside of the U.S. are considered in the development
of actuarially sound capitation rates.
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "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).
Exhibit C
Page 2 of 2
(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: Date: