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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 FRESNO CENTER FOR NEW AMERICANS a Private Non-profit
501(c)(3),Corporation whose address is 4879 E.Kings Canyon Road,Fresno,CA 93727 hereinafter
referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS,COUNTY,through its Department of Behavioral Health (DBH),Mental Health
Services Act (MHSA),and through input from the community stakeholder process during 2011 and
2012,recognized the need for a culturally diverse holistic wellness center for the education of Fresno
County residents who may benefit from the knowledge acquired from the understanding of holistic
based complementary healing practices;
WHEREAS,CONTRACTOR,is qualified and willing to provide said services pursuant to the
terms and conditions of this Agreement.
NOW,THEREFORE,in consideration of their mutual covenants and conditions,the parties
hereto agree as follows:
1.SERVICES
A.CONTRACTOR shall perform all services and fulfill all responsibilities set forth
in Exhibit A “Scope of Work”,which is attached hereto and incorporated herein by this reference,as
well as RFP No.17-072,dated April 13,2017,and Addendum No.One (1)to RFP No.17-072 dated
April 28th,2017,hereinafter collectively referred to as Revised RFP No.17-072,and
CONTRACTOR’S response to said Revised RFP No.17-072,dated May 10,2017,all incorporated by
reference and herein made part of this Agreement.In the event of any inconsistency among these
documents the inconsistency shall be resolved by giving precedence to the following order:1)to this
Agreement including all Exhibits,and all amendments thereto,2)to the Revised RFP No.17-072,and
3)to the Response to the Revised RFP No.17-072.A copy of the Revised RFP No.17-072 and
CONTRACTOR’S response shall be retained and made available during the term of this Agreement by
COUNTY’S DBH Holistic Services Contract Analyst.
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B.SITE LOCATION:
CONTRACTOR shall provide services at the following three (3)locations
during the term of this agreement.
•Main Site Location -4879 E.Kings Canyon,Fresno Ca.,serving
primarily Southeast Fresno participants.
•Lowell Site Location -108 N.Poplar,Fresno Ca.,serving primarily west
Fresno participants.
•East Fresno County Site Location -580 Tulare Street,Parlier,Ca.
serving primarily rural East Fresno County participants.
2.TERM
This Agreement shall become effective on the 1st day of July 2017,and shall terminate
on the 30th day of June 2020.
This Agreement may be extended for two (2)additional consecutive twelve (12)month
periods upon written approval of both parties no later than sixty (60)days prior to the first day of the
next twelve (12)month extension period.The DBH Director or her designee is authorized to execute
such written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory performance of
this Agreement.
3-TERMINATION
A.Non-Allocation of Funds -the terms of this Agreement,and the services to be
provided hereunder,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 CONTRACTOR thirty (30)days advance written notice.
B.Breach of Contract -The COUNTY may immediately suspend or terminate this
Agreement in whole or in part,where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the
COUNTY;
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4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the
COUNTY of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR.Neither shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default.The COUNTY shall have the right to demand of the
CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under
this Agreement,which in the judgment of the COUNTY were not expended in accordance with the
terms of this Agreement.The CONTRACTOR shall promptly refund any such funds upon demand or,
at the COUNTY’S option,such repayment shall be deducted from future payments owing to
CONTRACTOR under this Agreement.
C.Without Cause -Under circumstances other than those set forth above,this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’S Department of
Behavioral Health Director,or designee,upon the giving of thirty (30)days advance written notice of
an intention to terminate.
4.COMPENSATION
For services provided as identified in the terms and conditions of this Agreement,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in
accordance with Exhibit A,“Scope of Work,”attached hereto and by this reference incorporated herein.
For the period July 1,2017 through June 30,2018,the maximum amount of
compensation available to CONTRACTOR for services rendered under this Agreement shall not
exceed Eight Hundred Ninety Six Thousand Seven Hundred Nineteen and No/100 Dollars
($896,719.00).For the period July 1,2018 through June 30,2019,the maximum amount of
compensation available to CONTRACTOR for services rendered under this Agreement shall not
exceed Eight Hundred Ninety Six Thousand Seven Hundred Nineteen and No/100 Dollars
($896,719.00).For the period July 1,2019 through June 30,20120,the maximum amount of
compensation available to CONTRACTOR for services rendered under this Agreement shall not
exceed Eight Hundred Ninety Six Thousand Seven Hundred Nineteen and No/100 Dollars
($896,719.00).For the period July 1,2020 through June 30,2021,the maximum amount of
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compensation for services rendered under this Agreement shall not exceed Eight Hundred Ninety Six
Thousand Seven Hundred Nineteen and No/100 Dollars ($896,719.00).For the period July 1,2021
through June 30,2022,the maximum amount of compensation available to CONTRACTOR for
services rendered under this Agreement shall not exceed Eight Hundred Ninety Six Thousand Seven
Hundred Nineteen and No/100 Dollars ($896,719.00).
In no event shall services performed under this Agreement be in excess of Four Million
Four Hundred Eight Three Thousand Five Hundred Ninety Five and No/100 Dollars ($4,483,595.00)
during the entire term of this Agreement.
COUNTY shall not be obligated to make payments under this Agreement if the request
for payment is received by COUNTY more than sixty (60)days after this Agreement has terminated
or expired.Any compensation not consumed by expenditures of CONTRACTOR by the expiration or
termination date of this Agreement shall be remitted to COUNTY within sixty (60)days of expiration
or termination of said Agreement.
CONTRACTOR shall be held financially liable for any and all future
disallowances/audit exceptions due to CONTRACTOR’S deficiency discovered through the State
audit process.At COUNTY’S election,the disallowed amount will be remitted within forty-five (45)
days to COUNTY upon notification or shall be withheld from subsequent payments to
CONTRACTOR.
In the event that funding for these services is delayed by the State Controller,COUNTY
may defer payment to CONTRACTOR.The amount of the deferred payment shall not exceed the
amount of funding delayed by State Controller to the COUNTY.The period of time of the deferral by
COUNTY shall not exceed the period of time of the State Controller’s delay of payment to COUNTY
plus forty-five (45)days.
Should CONTRACTOR wish to revise its budget,attached hereto as Exhibit B,
“Budgets,”and incorporated herein by reference,for any subsequent fiscal year associated with this
Agreement,CONTRACTOR shall submit such a request,along with the proposed revised budget to
COUNTY’S DBH Director or designee prior to March 1st of the preceding fiscal year.
CONTRACTOR’S proposed revised budget must be approved in writing by COUNTY to be effective
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and become a part of this Agreement.A revised budget that merely makes changes to line items not
exceeding 10%of the CONTRACTOR’S fiscal year maximum compensation under this Agreement,
may be made with the written approval of COUNTY’S DBH Director or designee.All other budget
revisions require approval of the Board of Supervisors.If said revised budget is not received by the
March 1st due date,or the COUNTY DBH Director or designee,does not approve the proposed
revised budget,the appropriate Fiscal Year budget attached herein to this Agreement shall remain in
effect.The compensation amount of any approved revised budget shall not exceed the maximum
compensation of the current Agreement term as stated herein.If CONTRACTOR should fail to
comply with any provision of this Agreement,COUNTY shall be relieved of its obligation for further
compensation
COUNTY shall make no payments to CONTRACTOR under this Agreement for services that
advance or support religious or sectarian purposes.Payments by COUNTY shall be in arrears,for
services provided during the preceding month,within forty-five (45)days after receipt and verification
of CONTRACTOR'S invoices by COUNTY.If CONTRACTOR should fail to comply with any
provision of this Agreement,COUNTY shall be relieved of its obligation for further compensation.It
is understood that all expenses incidental to CONTRACTOR’S performance of services under this
Agreement shall be borne by CONTRACTOR.
5.INVOICING
CONTRACTOR shall invoice COUNTY monthly,by the 20th of the following month,
via e-mail,addressed to MHSAInvoices@co.fresno.ca.us,with a copy to the Mental Health Services
Act Contract Analyst assigned to the program.Each invoice shall be accompanied by an appropriate
general ledger,a password protected roster identifying clients detailing at a minimum date of
service/visit,name,social security number,education services received,place of referral/linkage
services rendered,sex,birth date,and any additional demographics agreed to by CONTRACTOR and
COUNTY’S DBH,as well as the Holistic Center’s program calendar of events.
Payment shall be made by COUNTY in arrears,for services provided during the
preceding month,within forty (45)days after the date of receipt and verification by COUNTY of the
monthly invoicing.
G*
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6.INDEPENDENT CONTRACTOR
In performance of the work,duties,and obligations assumed by CONTRACTOR under
this Agreement,it is mutually understood and agreed that CONTRACTOR,including any and all of
CONTRACTOR'S officers,agents,and employees will at all times be acting and performing as an
independent contractor,and shall act in an independent capacity and not as an officer,agent,servant,
employee,joint venturer,partner,or associate of the COUNTY.Furthermore,COUNTY shall have
no right to control or supervise or direct the manner or method by which CONTRACTOR shall
perform its work and function.However,COUNTY shall retain the right to administer this
Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.CONTRACTOR 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,CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to,or on behalf of,its employees
all legally-required employee benefits.In addition,CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees,
including compliance with Social Security,withholding,and all other regulations governing such
matters.It is acknowledged that during the term of this Agreement,CONTRACTOR may be
providing services to others unrelated to the COUNTY or to this Agreement.
7.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,minor changes,as determined by COUNTY’S Department
of Behavioral Health Director or designee may be made with the written approval of COUNTY’S
Department of Behavioral Health Director or designee and CONTRACTOR.Minor changes may
include,but are not limited to changes that will not significantly alter the services and responsibilities
identified in this Agreement,changes in addresses to which notices or invoices are to be sent.Any
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changes to the services shall not result in any change to the maximum compensation.
Not withstanding the above,changes to line items in the budgets,attached hereto as
Exhibit B,as appropriate,that do not exceed 10%of the total maximum compensation payable to
CONTRACTOR,may be made with the written approval of COUNTY’S DBH Director or designee
and CONTRACTOR.Said budget line item changes shall not result in any change to the maximum
compensation amount payable to CONTRACTOR,as stated herein.
8.NON-ASSIGNMENT
Neither party shall assign,transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9.SUB-CONTRACTORS/PARTNERS
CONTRACTOR shall be responsible to the COUNTY for all services and deliverables
stated under this Agreement.CONTRACTOR in its Response to Proposal #17-072,identified local
agencies that it will partner with (Youth Centers of America,Stone Soup Daycare,in addition to
consultants and trainers as further identified in Exhibit A -Scope of Work and Exhibit B-Budgets)
to complete the services identified in this Agreement.Notwithstanding the aforementioned reference
to partners,it is understood by all parties that COUNTY shall hold CONTRACTOR responsible for
all services,reports,outcomes,etc as identified herein.
If CONTRACTOR should propose to subcontract with one (1)or more third parties to
carry out a portion of those services covered by this Agreement,any subcontract shall be in writing and
approved as to form and content by COUNTY’S DBH Director,or designee prior to execution and
implementation.COUNTY’S DBH Director or designee shall have the right to reject any such
proposed subcontract.An executed copy of any such subcontract shall be received by COUNY before
any implementation and shall be retained by COUNTY.CONTRACTOR shall be responsible to
COUNTY for the proper performance of any subcontract.Any subcontractor shall be subject to the
same terms and conditions that CONTRACTOR is subject to under this Agreement.
10.HOLD-HARMLESS
CONTRACTOR agrees to indemnify,save,hold harmless,and at COUNTY'S request,
defend the COUNTY,its officers,agents and employees from any and all costs and expenses,
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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 CONTRACTOR,its officers,
agents or employees and Referred Practitioners (alternative healers)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 CONTRACTOR,its officers,agents or employees and Referred
Practitioners (alternative healers)under this Agreement.In addition,CONTRACTOR agrees to
indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting from
noncompliance herein on the part of the CONTRACTOR.
11.INSURANCE
Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR
or any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and effect the
following insurance policies 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 One Million Dollars ($1,000,000)per person,One Million Dollars
($1,000,000)per accident and for property damages of not less than One
Hundred Thousand Dollars ($100,000),or such coverage with a combined single
limit of One Million Dollars ($1,000,000).Coverage should include owned and
non-owned vehicles used in connection with this Agreement.
C.Personal Property
CONTRACTOR shall maintain a policy of insurance for all risk personal property coverage which
shall be endorsed naming the County of Fresno as an additional loss payee.The personal property
coverage shall be in an amount that will cover property as discussed in Paragraph Eighteen (18)of this
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Agreement.D.Professional Liability
If CONTRACTOR employs licensed professional staff (e .g.Ph.D.,R.N.,
L.C.S.W.,L.M.F.T.)in providing services,Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000)per occurrence,Three
Million Dollars ($3,000,000)annual aggregate.CONTRACTOR shall maintain
in full force and affect a policy or policies of professional liability insurance for a
period of not less than three years from the termination date of this agreement.
E.Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno,its officers,agents,and employees,individually and
collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned.Such coverage for additional insured shall apply as primary insurance and any other
insurance,or self-insurance,maintained by the COUNTY,its officers,agents and employees shall be
excess only and not contributing with insurance provided under the CONTRACTOR'S policies herein.
This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance
written notice given to COUNTY.
Within thirty (30)days from the date CONTRACTOR signs this Agreement,
CONTRACTOR 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,
Mental Health Services Act 3133 N.Millbrook Ave.Fresno,California 93703,Attention:Mental
Health Services Act,Holistic Center Program Contract Analyst stating that such insurance coverage’s
have been obtained and are in full force;that the County of Fresno,its officers,agents and employees
will not be responsible for any premiums on the policies;that such Commercial General Liability
insurance names the County of Fresno,its officers,agents and employees,individually and
collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned;that such coverage for additional insured shall apply as primary insurance and any other
insurance,or self-insurance,maintained by the COUNTY,its officers,agents and employees,shall be
excess only and not contributing with insurance provided under the CONTRACTOR’S policies herein;
and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days
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advance,written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided,the 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 VIII or better.
12.LICENSES/CERTIFICATES
Throughout each term of this Agreement,CONTRACTOR and CONTRACTOR’S staff
shall maintain all necessary licenses,licenses for facility providing services herein,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.CONTRACTOR 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
CONTRACTOR and CONTRACTOR’S staff shall comply with all applicable laws,rules or
regulations,as may now exist or be hereafter changed.
13.REPORTS
A.Monthly Reports CONTRACTOR shall submit to COUNTY’S DBH by the
twentieth (20th)of each month all monthly activity and budget reports for the preceding month.
Activity reports shall include password protected roster identifying clients detailing at a minimum date
of service/visit,name,social security number,education services received,place of referral/linkage
services rendered,sex,birth date,and any additional demographics agreed to by CONTRACTOR and
COUNTY’S Department of Behavioral Health,as well as the Holistic Center’s program calendar of
events and upcoming activities.
In addition,CONTRACTOR shall also furnish to COUNTY such statements,
records,reports,data,and other information as COUNTY may request pertaining to matters covered
by this Agreement.In the event that CONTRACTOR fails to provide such reports or other
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information required hereunder,it shall be deemed sufficient cause for COUNTY to withhold monthly
payments until there is compliance.In addition,CONTRACTOR shall provide written notification
and explanation to COUNTY within five (5)days of any funds received from another source to
conduct the same services covered by this Agreement.
B.Monitoring CONTRACTOR agrees to extend to COUNTY’S staff,COUNTY’S
DBH Director and the State Department of Health Care Services,or their designees,the right to
review and monitor records,program or procedures,at any time,in regard to participants of the
Holistic Center,as well as the overall operation of CONTRACTOR’S program,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
effective date of such amendment.
15.COMPLIANCE WITH STATE REQUIREMENTS
CONTRACTOR recognizes that COUNTY operates its mental health programs under
an agreement with the State of California Department of Health Care Services,and that under said
agreement the State imposes certain requirements on COUNTY and its subcontractors.
CONTRACTOR shall adhere to all State Requirements,including those identified in Exhibit C “State
Mental Health Requirements”,attached hereto and by this reference incorporated herein.
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
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 CONTRACTOR by the COUNTY,including but not limited to the following:
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A.CONTRACTOR-Owned Mobile.Wireless,or Handheld Devices
CONTRACTOR may not connect to COUNTY networks via personally-owned
mobile,wireless or handheld devices,unless the following conditions are met:
1)CONTRACTOR 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.CONTRACTOR-Owned Computers or Computer Peripherals
CONTRACTOR may not bring CONTRACTOR-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
CONTRACTOR 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.CONTRACTOR 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.CONTRACTOR 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
processing systems,data files and data processing equipment which stores or processes COUNTY
data internally and externally.
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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.CONTRACTOR 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 CONTRACTOR’S response to all incidents
arising from a possible breach of security related to COUNTY’S confidential client information
provided to CONTRACTOR.CONTRACTOR will be responsible to issue any notification to
affected individuals as required by law or as deemed necessary by COUNTY in its sole discretion.
CONTRACTOR will be responsible for all costs incurred as a result of providing the required
notification.
17.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
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 etseq.of the Welfare and Institutions Code,Sections 2.1 and 431.300 etseq.of
Title 42,Code of Federal Regulations (CFR),Section 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 etseq.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,and The Health Information Technology for
Economic and Clinical Health Act (HITECH)regarding the confidentiality and security of patient
information.
Except as otherwise provided in this Agreement,CONTRACTOR,as a Business
Associate of 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 HIPAA,USC 1320d et seq.The uses and disclosures of PHI
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may not be more expansive than those applicable to COUNTY,as the “Covered Entity”under the
HIPAA Privacy Rule (45 CFR 164.500 etseq ),except as authorized for management,administrative
or legal responsibilities of the Business Associate.
B.CONTRACTOR shall protect,from unauthorized access,use,or disclosure of
names and other identifying 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.
CONTRACTOR shall not use such identifying information for any purpose other than carrying out
CONTRACTOR’S obligations under this Agreement.
C.CONTRACTOR shall not disclose any such identifying information to any
person or entity,except as otherwise specifically permitted by this Agreement,authorized by law,or
authorized by the client/patient.
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 a photograph.
E.CONTRACTOR 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
Sectionl 64.524 regarding access by individuals to their PHI.
CONTRACTOR shall make any amendment(s)to PHI in a designated record set at the request of
COUNTY,and in the time and manner designated by COUNTY in accordance with 45 CFR Section
164.526.
CONTRACTOR 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 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.
F.CONTRACTOR shall report to COUNTY,in writing,any knowledge or
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reasonable belief that there has been unauthorized access,viewing,use,disclosure,or breach of
Protected Information not permitted by this Agreement,and any breach of unsecured PHI 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 DBH 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.CONTRACTOR 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.CONTRACTOR 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 Security Officer
and Privacy Officer and COUNTY’S DBH 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
Department of Behavioral Health Dept,of Public Health
HIPAA Representative Privacy Officer
(559)453-4809 (559)445-3249
4441 E.Kings Canyon 1221 Fulton Mall
Fresno,CA 93702 Fresno,CA 93721
County of Fresno
Information Technology Services
Information Security Officer
(559)600-5800
2048 N.Fine Ave
Fresno,CA 93727
G.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 upon
demand.
H.Safeguards
CONTRACTOR shall implement administrative,physical,and technical
safeguards as required by 45 CFR 164.308,164.310,and 164.312 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 access,use or disclosure of
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PHI other than as provided for by this Agreement.CONTRACTOR 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 CONTRACTOR’S operations and the nature and
scope of its activities.Upon COUNTY’S request,CONTRACTOR shall provide COUNTY with
information concerning such safeguards.
CONTRACTOR 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
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 of the following four
groups from the standard keyboard:
1)Upper case letters (A-Z);
2)Lowercase letters (a-z);
3)Arabic numerals (0 through 9);and
4)Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each workstation or
portable computing device (e.g.,laptop computer)containing confidential,
personal,or sensitive data:
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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.
CONTRACTOR 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).
CONTRACTOR 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.
I.Mitigation of Harmful Effects
CONTRACTOR shall mitigate,to the extent practicable,any harmful effect that
is known to CONTRACTOR of an unauthorized access,viewing,use,disclosure,or breach of PHI by
CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
J.Contractor’s Subcontractors
CONTRACTOR shall ensure that any of its contractors,including
subcontractors,if applicable,to whom CONTRACTOR provides PHI received from or created or
received by CONTRACTOR on behalf of COUNTY,agree to the same restrictions and conditions that
apply to CONTRACTOR 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..
K.Employee Training and Discipline
CONTRACTOR 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.
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L.Termination for Cause
Upon COUNTY’S knowledge of a material breach of these provisions by
CONTRACTOR,COUNTY shall either:
1.Provide an opportunity for CONTRACTOR to cure the breach or end the
violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the
violation within the time specified by COUNTY;or
2.Immediately terminate this Agreement if CONTRACTOR has breached a
material term of these provisions and cure is not possible.
3.If neither cure nor termination is feasible,the COUNTY Privacy Officer
shall report the violation to the Secretary of the U.S.Department of Health and Human Services.
M.Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove,if:(1)CONTRACTOR 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 CONTRACTOR has violated a privacy or security standard or
requirement of the HITECH Act,HIPAA;or other security or privacy laws in an administrative or
civil proceeding in which the CONTRACTOR is a party.
N.Effect of Termination
Upon termination or expiration of this Agreement for any reason,
CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received by
CONTRACTOR on behalf of COUNTY)that CONTRACTOR 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 CONTRACTOR.If Contractor
destroys the PHI data,a certification of date and time of destruction shall be provided to the COUNTY
by CONTRACTOR.
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O.Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR with these provisions,the HITECH Act,HIPAA or the HIPAA regulations will be
adequate or satisfactory for CONTRACTOR’S own purposes or that any information in
CONTRACTOR’S possession or control,or transmitted or received by CONTRACTOR,is or will be
secure from unauthorized access,viewing,use,disclosure,or breach.CONTRACTOR is solely
responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
P.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
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 CONTRACTOR 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.
Q.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
CONTRACTOR and their respective successors or assignees,any rights,remedies,obligations or
liabilities whatsoever.
R.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.
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S.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.
T.Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
shall survive the termination or expiration of this Agreement.
U.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.
18.EQUIPMENT
A.All purchases over Five Thousand and No/100 Dollars ($5,000.00)including sales
tax,and certain purchases under said amount such as cameras,televisions,VCRs/DVDs and other
sensitive items,made during the life of this Agreement with funds paid pursuant to this Agreement and
that will outlive the life of this Agreement,shall be identified as fixed assets with an assigned Fresno
County Inventory Numbers.All fixed assets shall be reported to COUNTY utilizing Exhibit D “Fixed
Assets and Sensitive Items Tracking Form”,attached hereto and by this reference incorporated herein.
These fixed assets shall be retained by COUNTY,as COUNTY property,in the event this Agreement is
terminated or upon expiration of this Agreement.CONTRACTOR agrees to participate in an annual
inventory of all COUNTY fixed assets and shall be physically present when fixed assets are returned to
COUNTY possession at the termination or expiration of this Agreement.CONTRACTOR is
responsible for returning to COUNTY all COUNTY owned fixed assets at the expiration or termination
of this Agreement.
CONTRACTOR further agrees to the following:
1.To maintain all items of capital equipment in good working order and
condition,normal wear and tear excepted;and
2.To label all items of capital equipment,to perform periodic inventories as
required by COUNTY and to maintain an inventory list showing where and how the capital equipment is
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1 IN WITNESS WHEREOF , the parties hereto ha ve executed this Agreement as of the day and
2 year first hereinabove written .
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4 CONTRACTOR COUNTY OF FRESNO
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FRESNO CE TER FOR NEW AMERICANS
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B_Y-~------------------------
Print Name: en Lt.. -'5o-e... L .e..e_
Title : Pv-f' S / j ~-J--
Chaiiman of the Board, or
President, or any Vice President
5. r ~
Title : €(.
Secretary (of Corporation), or
any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Mailing Address:
Fresno Center for New Americans
4879 E . Kings Canyon Road
Fresno, CA 93727
Phone No.: (559) 255-8395
Contact: Executive Director
By_....:l~· J_J... __
Ch a innan , Board of Supervisors
Date :
BERNICE E . SEIDEL, Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
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