HomeMy WebLinkAboutAgreement A-17-038 with Alliant University.pdf
COUNTY OF FRESNO
Fresno, CA
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AGREEMENT
THIS AGREEMENT is made and entered into this ___________day of _____________, 2017, by
and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as “COUNTY”, and ALLIANT INTERNATIONAL UNIVERSITY, a California
corporation, whose address is 5130 E. Clinton Way, Fresno, California, 93727-2014, hereinafter referred
to as “UNIVERSITY”.
W I T N E S S E T H:
WHEREAS, UNIVERSITY has an approved research practicum for its students enrolled in
UNIVERSITY’s doctoral program in clinical psychology; and
WHEREAS, UNIVERSITY wishes to provide assistance for research projects and grant-writing
opportunities for the COUNTY; and
WHEREAS, UNIVERSITY, wishes to utilize mental health data for approved research projects;
and
WHEREAS, COUNTY, through its Department of Behavioral Health (DBH), operates programs
and maintains data and may require assistance with research projects and grant-writing opportunities;
and
WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students of
UNIVERSITY’S doctoral program in clinical psychology collaborate in research projects and grant-
writing opportunities for the COUNTY;
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. RIGHTS AND RESPONSIBILITIES OF THE UNIVERSITY
A. UNIVERSITY will designate students enrolled in the research practicum of the
UNIVERSITY to be assigned for research projects and grant-writing opportunities, as available, at the
COUNTY, and schedule the availability of the students in conformity with the calendar of the
UNIVERSITY’s academic year and with the curriculum of the educational programs of the
UNIVERSITY.
B. UNIVERSITY recognizes that the research practicum conducted pursuant to the
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terms and conditions of this Agreement is an education program of UNIVERSITY and not of
COUNTY, and that students participating in UNIVERSITY’s program shall at all times be under the
exclusive jurisdiction of UNIVERSITY.
C. UNIVERSITY shall designate students enrolled in the research practicum of
UNIVERSITY to be assigned for research projects and grant-writing opportunities for the COUNTY,
in such numbers as can be supported and to be mutually agreed upon by both COUNTY’s DBH
Director, or designee, and UNIVERSITY.
D. UNIVERSITY shall supervise all instruction of the research practicum students
assigned to the COUNTY under this Agreement.
E. UNIVERSITY shall keep all attendance and academic records of students
participating in the research and/or grant-writing opportunities provided for under this Agreement.
F. UNIVERSITY shall ensure students act professionally and appropriately while at
COUNTY facilities and/or participating in projects with/for the COUNTY.
G. UNIVERSITY shall require every student to conform to all applicable COUNTY
policies, procedures, regulations, and all requirements and restrictions specified jointly by
representatives of UNIVERSITY and COUNTY.
H. UNIVERSITY shall require its instructors to notify COUNTY’s DBH Director or
designee, as appropriate in advance of student placement regarding:
1) Locations, dates, times and the number of hours or changes thereof,
regarding student availability for assigned research project(s) and/ or grant-writing opportunity; and
2) Any change in the placement of students in assisting with research
projects and/or grant-writing opportunities.
I. UNIVERSITY shall, in consultation and coordination with COUNTY’S DBH
Director, or designee, arrange for periodic conferences between appropriate representatives of
UNIVERSITY and COUNTY to evaluate the research practicum, research project(s), and grant-writing
opportunities provided under this Agreement.
J. UNIVERSITY shall provide and be responsible for the use and control of its
educational supplies, materials and equipment used for instruction of the research practicum students.
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K. UNIVERSITY shall distribute to each student a statement which explains the
hazards of drug abuse in their profession.
L. UNIVERSITY shall provide for an introductory orientation of research practicum
students assigned to the COUNTY, which shall provide an overview of the assignment(s) and the terms
and conditions of student placement with the COUNTY and at COUNTY facilities, if applicable.
M. UNIVERSITY shall agree that initiating work, reviews, or studies related to the
production of special reports, projects, theses, and/or publications based upon studies and research
arising out of the cooperative education experience permitted by this Agreement, may require advance
approval from COUNTY’s DBH. In some cases, approval may include the Institutional Review Board
process.
N. UNIVERSITY shall agree that special reports, projects, theses, and/or
publications based upon studies and research arising out of the cooperative education experience
permitted by this Agreement, shall be reviewed and approved prior to release through the committee
responsible for planning the course and then with the COUNTY’s DBH Director or designee, as
appropriate, for approval by means of such procedures as COUNTY’s DBH shall designate. Approval
of reports by UNIVERSITY’s planning committee and COUNTY’s DBH shall not be unreasonably
withheld.
O. UNIVERSITY agrees to receive data from COUNTY for research purposes. The
data shall either be de-identified in accordance with the standards set by HIPAA, or in the form of a
limited data set that may include city, state, zip code, date of birth, and date(s) of service.
UNIVERSITY and DBH shall agree to the type of data that will be shared with UNIVERSITY, and the
DBH Director, or designee, shall provide written notice to UNIVERSITY regarding the type of data
that will be shared.
P. UNIVERSITY shall agree to complete an evaluation of each student at least once
during a specific program period.
Q. UNIVERSITY shall allow COUNTY program managers and other designated
personnel to attend meetings of UNIVERSITY’S faculty, or any committee thereof, to coordinate the
research and grant-writing opportunities provided under this Agreement and to designate lines of
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authority and communication for coordination of relations between COUNTY personnel and
UNIVERSITY instructors.
R. UNIVERSITY’S employees, agents, and students shall abide by the provisions of
State of California law relating to confidentiality of medical records, further described in Paragraph
Fifteen (15) of this Agreement, and any person knowingly and intentionally violating provisions of
State of California law may be guilty of a misdemeanor.
S. UNIVERSITY’s employees, agents, and students shall be issued COUNTY
identification badges which must be worn only at COUNTY facilities while participating in research
and grant-writing opportunities, pursuant to the terms and conditions of this Agreement.
T. UNIVERSITY will ensure that each participating student understands that
students are not employees of COUNTY, and students shall have absolutely no right to employment
rights and benefits available to COUNTY employees.
2. RIGHTS AND RESPONSIBILITIES OF THE COUNTY
A. COUNTY’s DBH Director or designee, at their sole discretion, shall have the
right to approve and accept, or reject, each student selected by UNIVERSITY to participate in research
projects and grant-writing opportunities. For each student selected and designated by UNIVERSITY,
COUNTY shall permit each student opportunities, as available, in research projects and grant-writing
pursuant to Paragraph One (1) of this Agreement, at an agreed (between COUNTY and UNIVERSITY)
location and number of hours, and shall furnish and permit students and/or instructors access to
appropriate COUNTY facilities for such research and grant-writing opportunities, subject to the terms
and conditions of this Agreement.
B. COUNTY shall furnish the appropriate facilities, as applicable, in such a manner
that there will be no conflict in the use thereof between UNIVERSITY’s students and those from other
educational institutions, if any.
C. COUNTY shall, subject to budgetary and operational concerns, maintain facilities
used for the learning experience in a manner that shall at all times conform to the requirements of
UNIVERSITY’s clinical psychology program listed in the “Witnesseth” section of this Agreement.
D. COUNTY shall provide to students and instructors appropriate space to conduct
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research practicum work, as applicable.
E. COUNTY shall provide emergency health care (on a fee for service basis) for any
student and/or instructor who become sick or injured by conditions arising out of or in the course of
any student’s and/or instructor’s participation in research and grant-writing opportunities within
COUNTY facilities. The recipient of emergency health care shall be responsible for the payment of all
emergency health care services provided.
F. COUNTY shall permit its various program directors and other designated
personnel to attend meetings of the UNIVERSITY’s faculty, or any committee thereof, to coordinate
research and grant-writing opportunities provided for under this Agreement, and to designate lines of
authority and communication for coordination of relations between UNIVERSITY instructors and
COUNTY personnel.
G. COUNTY shall provide an introductory orientation for UNIVERSITY instructors
and faculty staff which shall provide an overview of COUNTY facilities, research project(s), grant-
writing opportunities, and the terms and conditions of student placement, as applicable.
H. COUNTY shall agree to share data with UNIVERSITY for research purposes.
The data shall either be de-identified in accordance with the standards set by HIPAA, or in the form of
a limited data set that may include city, state, zip code, date of birth, and date(s) of service.
UNIVERSITY and DBH shall agree to the type of data that will be shared with UNIVERSITY, and the
DBH Director, or designee, shall provide written notice to UNIVERSITY regarding the type of data
that will be shared.
I. COUNTY shall notify UNIVERSITY’s instructors, in advance, of any change in
its Director(s) or designee(s) appointments.
J. COUNTY shall reserve the absolute right to review, authorize, and at its sole
discretion, deny access or admission by any student, instructor and/or UNIVERSITY representative
into COUNTY facilities.
K. COUNTY shall provide input into the evaluation conducted by UNIVERSITY, of
students’ skills and progress.
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L. COUNTY shall agree to allow access to existing break room space for students’
break and meal periods. UNIVERSITY’s students shall purchase food in the regular system or bring
food with them; no special arrangements for food will be made.
3. JOINT RESPONSIBILITIES OF THE COUNTY AND THE UNIVERSITY
Each student nominated by the UNIVERSITY and accepted by the COUNTY for
placement in this program shall enter into a signed agreement. UNIVERSITY shall forward to
COUNTY a copy of the signed student Agreements and COUNTY will append each one to this
Agreement and they shall become addendums to this Agreement. Addendums shall include at least the
following:
A) Certification of the student’s prior educational experience.
B) Objectives required to be accomplished by the student, by the UNIVERSITY and
the individual’s designed research and/or grant writing curriculum.
C) Administrative responsibilities of the student while engaged in research and/or
grant-writing opportunities at COUNTY including.
D) A schedule of hours that include consultation as well as training.
E) Each addendum shall be signed by at least the following individuals:
1) UNIVERSITY’s Placement Coordinator, or equivalent.
2) COUNTY’s Placement Coordinator, or equivalent.
3) Student.
4. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on
execution through and including June 30, 2020. This Agreement may be extended for two (2)
additional twelve (12) month periods upon written approval of both parties no later than thirty (30)
days prior to the first day of the next twelve (12) month extension period. The COUNTY’s DBH
Director, or his or her designee, is authorized to execute such written approval on behalf of COUNTY
based on UNIVERSITY’s satisfactory performance.
5. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
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provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving the UNIVERSITY thirty (30) days advance written notice.
B. Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) A failure to comply with any term of this Agreement;
2) A substantially incorrect or incomplete report submitted to COUNTY; or
3) Improperly performed service.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by UNIVERSITY or COUNTY upon the giving of thirty (30) days
advance written notice of an intention to terminate.
6. COMPENSATION
The research and grant-writing opportunities conducted pursuant to the terms and
conditions of this Agreement shall be performed without the payment of any monetary consideration by
UNIVERSITY or COUNTY, one to the other, or by or to any student participating in the program.
7. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by UNIVERSITY under this
Agreement, it is mutually understood and agreed that UNIVERSITY, including any and all of
UNIVERSITY’s students, instructors, faculty, officers, agents, and employees will at all times be
acting and performing as independent contractors, and shall act in an independent capacity and not as
an officer, agent, servant, employee, joint venture, partner, or associate of COUNTY. Furthermore,
COUNTY shall have no right to control or supervise or direct the manner or method by which
UNIVERSITY shall perform its work and function. However, COUNTY shall retain the right to
administer this Agreement so as to verify that UNIVERSITY is performing its obligations in
accordance with the terms and conditions thereof. UNIVERSITY and COUNTY shall comply with all
applicable provisions of law and the rules and regulations, if any, of governmental authorities having
jurisdiction over matters which are directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, UNIVERSITY shall have absolutely
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no right to employment rights and benefits available to COUNTY employees. UNIVERSITY shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required
employee benefits. In addition, UNIVERSITY shall be solely responsible and save COUNTY
harmless from all matters relating to payment of UNIVERSITY’s employees, including compliance
with Social Security, withholding, and all other regulations governing such matters. As between the
COUNTY and UNIVERSITY, should the students be deemed employees by any governmental or
regulatory body, the students shall be the employees of the UNIVERSITY. It is acknowledged that
during the term of this Agreement, UNIVERSITY may be providing services to others unrelated to
COUNTY or to this Agreement.
8. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
Notwithstanding the above, changes to the addresses to which notices are to be sent may
be made by written approval of COUNTY’s DBH Director or designee and UNIVERSITY.
9. NON-ASSIGNMENT
No party shall assign, transfer or subcontract this Agreement nor their rights or duties
under this Agreement without the prior written consent of COUNTY and UNIVERSITY.
10. HOLD-HARMLESS
UNIVERSITY agrees to indemnify, save, hold harmless, and at COUNTY's request,
defend COUNTY, its officers, agents and employees from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to COUNTY
in connection with the performance, or failure to perform, by UNIVERSITY, its officers, agents,
instructors, faculty, employees , students, or volunteers under this Agreement, and from any and all
costs and expenses, including attorney fees and court costs, damages, liabilities, claims and losses
occurring or resulting to any person, firm or corporation who may be injured or damaged by the
performance, or failure to perform, of UNIVERSITY, its officers, agents, instructors, faculty,
employees, students, or volunteers under this Agreement.
UNIVERSITY agrees to indemnify COUNTY for Federal and/or State of California audit
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exceptions resulting from noncompliance herein on the part of UNIVERSITY.
COUNTY and UNIVERSITY shall give timely notice to the other of any claim, demand, lien, or
suit coming to its knowledge which in any way might affect the other party and each party shall have
the right to participate in the defense of the same to the extent of its interest. COUNTY and
UNIVERSITY recognize that the significant mutual benefits of this Agreement depend upon close
cooperation and good faith handling of matters subject to such indemnification provisions.
11. INSURANCE
For the purposes of this Agreement, students/interns will be explicitly considered
employees of the UNIVERSITY. Without limiting COUNTY's right to obtain indemnification from
UNIVERSITY or any third parties, UNIVERSITY, at its sole expense, shall maintain in full force and
effect the following insurance policies or a program of self-insurance, including but not limited to, an
insurance arrangement or Joint Powers Agreement (JPA) throughout the term of this Agreement:
A. 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 the Agreement.
B. 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.
UNIVERSITY shall ensure that each student as part of this Agreement procures
and maintains their own private vehicle coverage in force during the term of this
Agreement, at the student’s sole cost and expense.
C. Professional Liability
If UNIVERSITY 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
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not less than One Million Dollars ($1,000,000) per occurrence, Three Million
Dollars ($3,000,000) annual aggregate. UNIVERSITY shall ensure that each
student who participates in COUNTY’s “covered functions” (as defined by the
HIPAA regulations at 45 C.F.R. §164.501) procures and maintains in force
during the term of this Agreement, at the student’s sole cost and expense,
Professional Liability Insurance in amounts reasonably necessary to protect the
student against liability arising from any and all negligent acts or incidents caused
by the student. Coverage under such professional liability insurance shall not be
less than One Million Dollars ($1,000,000) per occurrence, Three Million Dollars
($3,000,000) annual aggregate. This policy shall include Limited General
Liability coverage for sexual harassment and abuse, standards of care, property
damage, bodily injury, and personal injury within the stated limits.
F. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code. UNIVERSITY shall be responsible for Worker’s
Compensation coverage for students who participate in the program.
The County of Fresno, its officers, agents, and employees, individually and collectively,
are included as additional insureds on the required Commercial General Liability insurance, but only to
the extent of liabilities falling within UNIVERSITY’s indemnity obligations pursuant to the terms of
this Agreement. Such additional insured status may be conveyed via a blanket endorsement.
UNIVERSITY’s insurance shall apply as primary insurance, without a right of contribution from any
and all insurance maintained by or otherwise afforded to COUNTY but only to the extent of liabilities
falling within UNIVERSITY’s indemnity obligations pursuant to the terms of this Agreement. This
insurance shall not be cancelled or changed without UNIVERSITY providing a minimum of thirty (30)
days advance written notice to COUNTY.
Within thirty (30) days from the date UNIVERSITY signs this Agreement,
UNIVERSITY 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
N. Millbrook Avenue, Fresno, California, 93703, Attention: Mental Health Contracts Section, stating
that such insurance coverages 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
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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 UNIVERSITY’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 UNIVERSITY 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
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of
A FSC VII or better.
12. LICENSES/CERTIFICATES
Throughout each term of this Agreement, UNIVERSITY and UNIVERSITY’s staff shall
maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions necessary for
the provision of the services hereunder and required by the laws and regulations of the United States of
America, State of California, the County of Fresno, and any other applicable governmental agencies.
UNIVERSITY shall notify COUNTY immediately in writing of its inability to obtain or maintain such
licenses, permits, approvals, certificates, waivers and exemptions irrespective of the pendency of any
appeal related thereto. Additionally, UNIVERSITY and UNIVERSITY’s staff shall comply with all
applicable laws, rules or regulations, as may now exist or be hereafter changed.
13. MONITORING
UNIVERSITY agrees to extend to COUNTY’s staff, COUNTY’s DBH Director and
DHCS, or their designees, the right to review and monitor records, programs or procedures, at any time,
in regard to clients, as well as the overall operation of UNIVERSITY’s programs, in order to ensure
compliance with the terms and conditions of this Agreement.
14. REFERENCES TO LAWS AND RULES
In the event any law, regulation, or policy referred to in this Agreement is amended
during the term thereof, the parties hereto agree to comply with the amended provision as of the
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effective date of such amendment.
15. CONFIDENTIALITY
A. The parties to this Agreement shall be in strict conformance with all applicable
Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850,
and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42,
Code of Federal Regulations (CFR), Sections 56 et seq. of the California Civil Code, Sections 11977
and 11812 of Title 22 of the California Code of Regulations, and the Health Insurance Portability and
Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of Title 42, United
States Code (USC) and its implementing regulations, including, but not limited to Title 45, CFR,
Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical
Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic
Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic
information.
Except as otherwise provided in this Agreement, UNIVERSITY, as a Business
Associate of the COUNTY, may use or disclose Protected Health Information (PHI) to perform
functions, activities, or services for or on behalf of COUNTY, as specified in this Agreement, provided
that such use or disclosure shall not violate the Health Insurance Portability and Accountability Act
(HIPAA), USC 1320d et seq. The uses and disclosures of PHI may not be more expansive than those
applicable to COUNTY, as the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et
seq.), except as authorized for management, administrative or legal responsibilities of the Business
Associate.
B. UNIVERSITY, including its students, subcontractors and employees, shall
protect, from unauthorized access, use, or disclosure of names and other identifying information,
including genetic information, concerning persons receiving services pursuant to this Agreement,
except where permitted in order to carry out data aggregation purposes for health care operations [45
CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)]. This pertains to any and
all persons receiving services pursuant to a COUNTY funded program. This requirement applies to
electronic PHI. UNIVERSITY shall not use such identifying information or genetic information for
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any purpose other than carrying out UNIVERSITY’s obligations under this Agreement.
C. UNIVERSITY, including its students, subcontractors and employees, shall not
disclose any such identifying information or genetic information to any person or entity, except as
otherwise specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or
other law, required by the Secretary, or authorized by the client/patient in writing. In using or
disclosing PHI that is permitted by this Agreement or authorized by law, UNIVERSITY shall make
reasonable efforts to limit PHI to the minimum necessary to accomplish intended purpose of use,
disclosure, or request.
D. For purposes of the above sections, identifying information shall include, but not
be limited to name, identifying number, symbol, or other identifying particular assigned to the
individual, such as finger or voice print, or photograph.
E. For the purposes of the above sections, genetic information shall include genetic
tests of family members of an individual or individual, manifestation of disease or disorder of family
members of an individual, or any request for or receipt of, genetic services by individual or family
members. Family member means a dependent or any person who is first, second, third, or fourth
degree relative.
F. UNIVERSITY shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to County in order to meet the requirements of 45 CFR Section 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be
provided within thirty (30) days from request. Access may be extended if UNIVERSITY cannot
provide access and provides individual with the reasons for the delay and the date when access may be
granted. PHI shall be provided in the form and format requested by the individual or COUNTY.
UNIVERSITY shall make any amendment(s) to PHI in a designated record set at
the request of COUNTY or individual, and in the time and manner designated by COUNTY in
accordance with 45 CFR Section 164.526.
UNIVERSITY shall provide to COUNTY or to an individual, in a time and
manner designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to
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permit COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR Section 164.528.
G. UNIVERSITY shall report to COUNTY, in writing, any knowledge or reasonable
belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and without
reasonable delay and in no case later than two (2) business days of discovery. Immediate notification
shall be made to COUNTY’s Information Security Officer and Privacy Officer and COUNTY’s DPH
HIPAA Representative, within two (2) business days of discovery. The notification shall include, to
the extent possible, the identification of each individual whose unsecured PHI has been, or is
reasonably believed to have been, accessed, acquired, used, disclosed, or breached. UNIVERSITY
shall take prompt corrective action to cure any deficiencies and any action pertaining to such
unauthorized disclosure required by applicable Federal and State Laws and regulations. UNIVERSITY
shall investigate such breach and is responsible for all notifications required by law and regulation or
deemed necessary by COUNTY and shall provide a written report of the investigation and reporting
required to COUNTY’s Information Securit y Officer and Privacy Officer and COUNTY’s DPH
HIPAA Representative. This written investigation and description of any reporting necessary shall be
postmarked within the thirty (30) working days of the discovery of the breach to the addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Behavioral Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6798 (559) 600-6439 (559) 600-5800
3147 N. Millbrook Ave P.O. Box 11867 2048 N. Fine Street
Fresno, CA 93703 Fresno, CA 93775 Fresno, CA 93727
H. UNIVERSITY shall make its internal practices, books, and records relating to the
use and disclosure of PHI received from COUNTY, or created or received by the UNIVERSITY on
behalf of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the
requirements set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal
practices, books, and records relating to the use and disclosure of PHI received from COUNTY, or
created or received by the CONTRACTOR on behalf of COUNTY, available to the United States
Department of Health and Human Services (Secretary) upon demand.
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UNIVERSITY shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the UNIVERSITY’s
normal business hours, however, upon exigent circumstances access at any time must be granted.
Upon the Secretary’s compliance or investigation review, if PHI is unavailable to UNIVERSITY and in
possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
I. Safeguards
UNIVERSITY shall implement administrative, physical, and technical safeguards
as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing,
use, disclosure, or breach of PHI other than as provided for by this Agreement. UNIVERSITY shall
conduct an accurate and thorough assessment of the potential risks and vulnerabilities to the
confidential, integrity and availability of electronic PHI. UNIVERSITY shall develop and maintain a
written information privacy and security program that includes administrative, technical, and physical
safeguards appropriate to the size and complexity of UNIVERSITY’s operations and the nature and
scope of its activities. Upon COUNTY’s request, UNIVERSITY shall provide COUNTY with
information concerning such safeguards.
UNIVERSITY shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
following administrative and technical password controls for all systems used to process or store
confidential, personal, or sensitive data:
1. Passwords must not be:
a. Shared or written down where they are accessible or recognizable
by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
b. A dictionary word; or
c. Stored in clear text
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2. Passwords must be:
a. Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (3) of the following
four (4) groups from the standard keyboard:
1) Uppercase letters (A-Z);
2) Lowercase letters (a-z);
3) Arabic numerals (0 through 9); and
4) Non-alphanumeric characters (punctuation symbols).
UNIVERSITY shall implement the following security controls on each
workstation or portable computing device (e.g. laptop computer) containing confidential, personal, or
sensitive data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating
system/software vendor security patches.
UNIVERSITY shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
UNIVERSITY shall not transmit confidential, personal, or sensitive data via e-
mail or other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced
Encryption Standard (AES) Algorithm. UNIVERSITY must apply appropriate sanctions against its
employees who fail to comply with these safeguards. UNIVERSITY must adopt procedures for
terminating access to PHI when employment of employee ends.
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J. Mitigation of Harmful Effects
UNIVERSITY shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to UNIVERSITY of an unauthorized access, viewing, use, disclosure, or breach of
PHI by UNIVERSITY or its subcontractors in violation of the requirements of these provisions.
UNIVERSITY must document suspected or known harmful effects and the outcome.
K. UNIVERSITY’S Subcontractors
UNIVERSITY shall ensure that any of its contractors, including subcontractors, if
applicable, to whom UNIVERSITY provides PHI received from or created or received by
UNIVERSITY on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
apply to UNIVERSITY with respect to such PHI and to incorporate, when applicable, the relevant
provisions of these provisions into each subcontract or sub-award to such agents or subcontractors.
L. Employee Training and Discipline
UNIVERSITY shall train and use reasonable measures to ensure compliance with
the requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such
employees who intentionally violate any provisions of these provisions, including termination of
employment.
M. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
UNIVERSITY, COUNTY shall either:
1. Provide an opportunity for UNIVERSITY to cure the breach or end the
violation and terminate this Agreement if UNIVERSITY does not cure the breach or end the violation
within the time specified by COUNTY; or
2. Immediately terminate this Agreement if UNIVERSITY has breached a
material term of these provisions and cure is not possible.
3. If neither cure nor termination is feasible, the COUNTY’s Privacy Officer
shall report the violation to the Secretary of the U.S. Department of Health and Human Services.
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N. Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove, if (1) UNIVERSITY is found guilty in a criminal
proceeding for a violation of the HIPAA Privacy or Security laws or the HITECH Act; or (2) a finding
or stipulation that the UNIVERSITY has violated a privacy security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in
which the UNIVERSITY is a party.
O. Effect of Termination
Upon termination or expiration of this Agreement for any reason, UNIVERSITY
shall return or destroy all PHI received from COUNTY or created or received by UNIVERSITY on
behalf of the COUNTY) that UNIVERSITY still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of
these provisions to such information, and limit further use of such PHI to those purposes that make the
return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession
of subcontractors or agents, if applicable, of UNIVERSITY. If UNIVESRITY destroys the PHI data, a
certification of date and time of destruction shall be provided to the COUNTY by UNIVERSITY.
P. Disclaimer
COUNTY makes no warranty or representation that compliance by
UNIVERSITY with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
adequate or satisfactory for UNIVERSITY’s own purposes or that any information in UNIVERSITY’s
possession or control, or transmitted or received by UNIVERSITY, is or will be secure from
unauthorized access, viewing, use, disclosure, or breach. UNIVERSITY is solely responsible for all
decisions made by UNIVERSITY regarding the safeguarding of PHI.
Q. Amendment
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to amend this agreement in order to implement the standards and
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requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to
the security or privacy of PHI. COUNTY may terminate this Agreement upon thirty (30) days written
notice in the event that UNIVERSITY does not enter into an amendment providing assurances
regarding the safeguarding of PHI that COUNTY in its sole discretion deems sufficient to satisfy the
standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
R. No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
UNIVERSITY and their respective successors or assignees, any rights, remedies, obligations or
liabilities whatsoever.
S. Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws.
The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in
favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
T. Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIPAA regulations means the section as in effect or as amended.
U. Survival
The respective rights and obligations of UNIVERSITY as stated in this Section
shall survive the termination or expiration of this Agreement.
V. No Waiver of Obligations
No change, waiver, or discharge of any liability or obligation hereunder on any
one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
or shall prohibit enforcement of any obligation on any other occasion.
16. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent access,
viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse
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of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that
enter into a contractual relationship with the COUNTY for the purpose of providing services under this
Agreement must employ adequate data security measures to protect the confidential information
provided to UNIVERSITY by the COUNTY, including but not limited to the following:
A. UNIVERSITY-Owned Mobile, Wireless, or Handheld Devices
UNIVERSITY may not connect to COUNTY networks via personally-owned
mobile, wireless or handheld devices, unless the following conditions are met:
1) UNIVERSITY has received authorization by COUNTY for
telecommuting purposes;
2) Current virus protection software is in place;
3) Mobile device has the remote wipe feature enabled; and
4) A secure connection is used.
B. UNIVERSITY-Owned Computers or Computer Peripherals
UNIVERSITY may not bring UNIVERSITY-owned computers or computer
peripherals into the COUNTY for use without prior authorization from the COUNTY’s Chief
Information Officer, and/or designee(s), including but not limited to mobile storage devices. If data is
approved to be transferred, data must be stored on a secure server approved by the COUNTY and
transferred by means of a Virtual Private Network (VPN) connection, or another type of secure
connection. Said data must be encrypted.
C. COUNTY-Owned Computer Equipment
UNIVERSITY, including its students, subcontractors and employees, may not use
COUNTY computers or computer peripherals on non-COUNTY premises without prior authorization
from the COUNTY’s Chief Information Officer, and/or designee(s).
D. UNIVERSITY may not store COUNTY’s private, confidential or sensitive data
on any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
E. UNIVERSITY shall be responsible to employ strict controls to ensure the
integrity and security of COUNTY’s confidential information and to prevent unauthorized access,
viewing, use or disclosure of data maintained in computer files, program documentation, data
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processing systems, data files and data processing equipment which stores or processes COUNTY data
internally and externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
BIT or higher. Additionally, a password or pass phrase must be utilized.
G. UNIVERSITY is responsible to immediately notify COUNTY of any violations,
breaches or potential breaches of security related to COUNTY’s confidential information, data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally or externally.
H. COUNTY shall provide oversight to UNIVERSITY’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential client information
provided to UNIVERSITY. UNIVERSITY will be responsible to issue any notification to affected
individuals as required by law or as deemed necessary by COUNTY in its sole discretion.
UNIVERSITY will be responsible for all costs incurred as a result of providing the required
notification.
17. NON-DISCRIMINATION
During the performance of this Agreement, UNIVERSITY shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteral status, pursuant to all applicable State and Federal statutes and
regulations. This non-discrimination policy covers admission and access to and treatment and
employment in the UNIVERSITY’s programs and activities, including occupational education.
18. CONFLICT OF INTEREST
No officer, agent, or employee of the COUNTY who exercises any function or
responsibility for planning and carrying out the services provided under this Agreement shall have any
direct or indirect personal financial interest in this Agreement. The UNIVERSITY shall comply with
all Federal, State of California, and local conflict of interest laws, statutes, and regulations, which shall
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be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee
of the COUNTY.
19. COMPLIANCE
UNIVERSITY agrees to comply with the COUNTY’s Contractor Code of Conduct and
Ethics and the COUNTY’s Compliance Program in accordance with Exhibit A. Within thirty (30) days
of entering into the agreement with the COUNTY, UNIVERSITY shall have all of UNIVERSITY’s
students, employees, agents and subcontractors providing services under this Agreement certify in
writing, that he or she has received, read, understood, and shall abide by the Contractor Code of
Conduct and Ethics. UNIVERSITY shall ensure that within thirty (30) days of hire, all new students,
employees, agents and subcontractors providing services under this Agreement shall certify in writing
that he or she has received, read, understood, and shall abide by the Contractor Code of Conduct and
Ethics. UNIVERSITY understands that the promotion of and adherence to the Code of Conduct is an
element in evaluating the performance of UNIVERSITY and its students, employees, agents and
subcontractors
Within thirty (30) days of entering into this Agreement, and annually thereafter, all
students, employees, agents and subcontractors providing services under this Agreement shall complete
general compliance training. All new students, employees, agents and subcontractors shall attend the
appropriate training within thirty (30) days of hire. Each individual who is required to attend training
shall certify in writing that he or she has received the required training. The certification shall specify
the type of training received and the date received. The certification shall be provided to the
COUNTY’s Compliance Officer at 3133 N. Millbrook Avenue, Fresno, CA 93703. UNIVERSITY
agrees to reimburse COUNTY for the entire cost of any penalty imposed upon COUNTY by the
Federal Government as a result of UNIVERSITY’s violation of the terms of this Agreement.
20. COMPLIANCE WITH STATE REQUIREMENTS
UNIVERSITY recognizes that COUNTY operates its mental health system under an
agreement with the State of California Department of Mental Health, and that under said agreement the
State of California imposes certain requirements on the COUNTY and its subcontractors.
UNIVERSITY shall adhere to all State of California requirements, including those
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identified in Exhibit A, attached hereto and by this reference incorporated herein.
21. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the UNIVERSITY is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this agreement, the UNIVERSITY changes
its status to operate as a corporation.
Members of the UNIVERSITY’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while UNIVERSITY is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the UNIVERSITY
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
and signing a Self-Dealing Transaction Disclosure Form (Exhibit B) attached hereto and by this
reference incorporated herein and made part of this Agreement and submitting it to the COUNTY prior
to commencing with the self-dealing transaction or immediately thereafter.
22. AUDITS AND INSPECTIONS
The UNIVERSITY shall any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. UNIVERSITY shall, upon request by COUNTY,
permit COUNTY to audit and inspect all such records and data necessary to ensure UNIVERSITY’s
compliance with the terms of this Agreement.
23. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY UNIVERSITY
Director, Fresno County Provost
Department of Behavioral Health Alliant International University
4441 E. Kings Canyon Rd 5130 E. Clinton Way
Fresno, CA 93702 Fresno, CA 93727-2014
Any and all notices between COUNTY and UNIVERSITY provided for or permitted
under this Agreement or by law shall be in writing and shall be deemed duly served when personally
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delivered to one of the parties, or in lieu of such personal service, when deposited in the United States
Mail, postage prepaid, addressed to such party.
24. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not effect the other provisions.
25. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
26. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
UNIVERSITY and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
///
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1 IN WITNESS WHEREOF, the parties hereto have executed thi s Agreement as of the day and
2 year first hereinabove written.
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UNIVERSITY:
ALLIANT INTERNATIONAL
UNIVERSITY
By: ____________ _
Print Name: _ _,~....,.n~d:l.loy'-''lhlai:II-\U~g*"h~nf-----
Title :. ___ P_r_e_si_d_en_t_&_C_E_O ____ _
Chainnan of Board, or President
Or any Vice President, Or CEO
COUNTY OF FRESNO
By ---=--.::.{L -~,1.._ __
Chairman. Board of Supervisors
BERNICE E. SEIDEL, Clerk
Board of Supervisors
PrintName:Dia.ne E.rt{e ·~; MA By ~ ~~%2 . ~
Chief· ftnCAn ct""l ~c ev
Titlc :~rlt DY' Vioc. Pres\4eY\t o[t='·wvJ.YIC6
~eetettuy ofCe~er:o~tiao, 9f'o
.Al:ly A ssistaRt ~ecretary, o;
Chief Financial Officer, 9!'-
.A.Ry i'\ssiste,,t T1 easarer
Mailing Address:
5130 E . Clinto n Way
Fresno, CA 93727-2014
Phone: (559)456-2777
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
-25 -COUNTY or fRESNO
fresno , Cil.
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APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
REVIEWED AND RECOMMENDED FOR APPROVAL:
By -n .^~cf~Q -fv f
Dawan UtecM,Director
Department of Behavioral Health
Fund /Subclass:0001 /10000
Account/Program :7295 /0
Organizations:5630
-26 -COUNTY OF FRESNO
Fresno,CA
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 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 B
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: