HomeMy WebLinkAboutAgreement A-24-626 with Manifest MedEx.pdf Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1 Agreement No. 24-626
MANIFEST MEDEX
PARTICIPATION AGREEMENT
This Participation Agreement, (the"Agreement")by and between Manifest Medex,a California nonprofit
public benefit corporation("MX"), and County of Fresno, a political subdivision of the State of California
("Participant"), is entered into as of the date that the last Party executes the Agreement (the "Effective
Date"). MX and Participant are each a"Party"or collectively the"Parties."
WHEREAS, MX is organized to facilitate health information aggregation and sharing in a manner that
complies with Law;
WHEREAS, MX operates a health information exchange (the "HIE") that will enable its participants to
electronically provide and receive health information regarding their Patients (defined below); and
WHEREAS,Participant is a county government contracting on behalf of itself and its various departments
and Participant Affiliates (defined below). Each individual department or Participant Affiliate will be
assigned an entity type in Exhibit 3 for purposes of determining data contribution requirements. Participant
and Participant Affiliates will both provide data to and receive data from the HIE.
WHEREAS, Fresno County Board of Supervisors on January 24, 2023 authorized American Rescue Plan
Act State and Local Fiscal Recovery Funds to develop an Integrated Data Sharing System(IDSS).
WHEREAS,Participant is contracting with MX to develop a County Integrated Data System that can serve
Fresno County residents and its Participant Affiliates as a Community Information Exchange(CIE).
NOW, THEREFORE, the Parties agree as follows:
I. DEFINITIONS.
a. "Administrator" means one (1) or more individuals designated by Participant to: (a) designate
Participant's Authorized Users; and(b) fulfill other responsibilities specified in the Agreement on
behalf of Participant.
b. "API"means application programming interface.
c. American Rescue Plan Act State and Local Fiscal Recovery Funds (ARPA-SLFRF)" means the
consolidated 2021 bill found in H.R. 1319,Public Law 117-2".
d. "Authorized User" means an individual: (i) designated and authorized by an Administrator, in
accordance with the procedures set forth in the Agreement, to access and/or use the System and
Services on behalf of a Participant;and(ii)who is permitted under applicable Law to access and/or
use the System and Services.
e. "Business Associate Agreement" or `BAA" means the business associate agreement that is
executed by the Parties and attached to the Agreement.
f. "Calendar Quarter"means the three(3)months following the first day of January,April,July and
October.
g. "Community Information Exchange" or"CIE"means a community-focused infrastructure that
enables information to be effectively and responsibly shared among many organizations, using
different, interoperable technologies, in support of holistic coordination of care and equitable
systems change, as may be further defined in Exhibit 1 of this agreement.
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h. "Confidential Information" means (a) Information that identifies or is substantially likely to
identify an individual and that is exempt from disclosure under the provisions of the California
Public Records Act (Government Code Sections 6250-6265) or has restrictions on disclosure in
accordance with other applicable state or federal laws,including but not limited to WIC 10850. As
used in this Agreement Confidential data may include PHI, or Individually Identifiable Health
Information as defined in HIPAA, 45 CFR 160.103; or"Limited data set(LDS)" as defined in 45
CFR 164.514;or Personal Information(PI),as defined in California Civil Code,§§ 1798.3,1798.24
and 1798.29; or Personally Identifiable Information (PII), as defined in Social Security
Administration Information Exchange Agreement (SSA IEA); or Confidential Information as
defined by California Education Code§49600; and DHCS Business Associate Addendum(BAA);
(b) all electronic or physical security profiles, security assessments and security audit reports of
MX,Participant;
(c) all trade secrets, business plans, contracts, documents, data, and operational or management
agreements, whether written or verbal, that are confidential in nature and pertains or is related to
the Agreement; and
(d) all software, solutions, services and API keys of MX Vendor to which Participant gains access
by being a Party; provided, however, that Confidential Information shall not include information
that:
1. is publicly known at the time of disclosure;
2. is already known or obtained by any other Party other than in the course of the other Parry's
performance pursuant to its "participation agreement", and without breach of any
confidentiality, nondisclosure or other agreement by that other Party or in violation of
applicable Law;
3. is independently developed by any other Party;
4. becomes known from an independent source having the right to disclose that information and
without similar restrictions as to disclosure and use and without breach of this Agreement, or
any other confidentiality or nondisclosure agreement by that other Party; or
5. is Data.
i. "Data"means health information that: (a)is created or received by a Healthcare Provider or Health
Plan; (b) relates to: (i) past, present or future physical or mental health of a Patient, or (ii) the
provision of health care to a Patient; (c) identifies the Patient, or there is a reasonable basis to
believe the information can be used to identify the Patient(including Protected Health Information,
as that term is defined in HIPAA, and Medical Information, as that term is defined in the CMIA);
and(d) is made available to the System by a Data Contributor pursuant to the Agreement.
j. "Data Contributor"means a Person,including,but not limited to,Participant,,Vendors,and other
entities,that has entered into a written agreement with MX, either directly or indirectly,to provide
Data to MX.
k. "Data Submission Guidelines" or"DSG"means the guidelines for Participant to submit Data to
MX, as provided by MX to Participant from time to time.
1. "De-Identified Data"means data that satisfies the requirements of 45 C.F.R. § 164.514(b).
in. "Fees" means, collectively, the Subscription Fees, Implementation Fees, and any other fees paid
pursuant to this Agreement as set forth in Exhibit 1.
n. "Go-Live Date" means earlier of. (1) the date on which MX first notifies Participant that
Participant and/or that one or more of the Participant Affiliates has access to use the System,or(2)
one hundred eighty days (180) from the Effective Date.
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o. "Health Plan"means a Person that either: (a)meets the definition of health plan in HIPAA; or(b)
provides core health plan administrative services (at a minimum: medical claims processing
services and provider network management services) to a health plan that meets the HIPAA
definition.
p. "Healthcare Data"means Data and/or De-Identified Data that is collected, created,maintained or
disclosed by MX.
q. Healthcare Provider"means Participant that either:(a)meets the definition of provider in HIPAA;
or (b) is a medical group (e.g., independent practice association) providing core administrative
services to a provider that meets the HIPAA definition.
r. "Law" means any federal or state law, statute, ordinance, rule, legally binding administrative
interpretation, regulation, order, judgment, or decree that is applicable to a Party or to another
Person identified in the Agreement. Law shall include, but is not limited to, Health Insurance
Portability and Accountability Act ("HIPAA") and related regulations; the Health Information
Technology for Economic and Clinical Health Act ("HITECH") and related regulations;and the
California Confidentiality of Medical Information Act("CMIA") and related regulations.
s. "Material Service Change"means either: (a)a material cessation or reduction in the functionality
or interfaces of the System; or(b)a reduction in the level of Services provided by MX.
t. "MX Vendor" means a Person with which MX has entered into a written agreement to provide
technology or other services in connection with providing Services or the System.
u. "NP Participant" means a Person other than Participant that has either (1) entered into a
"participation agreement"with MX to act as a Data Contributor and/or receive Data from MX but
is not a Party to this Agreement or(2)entered into an agreement with a health information network
or similar entity(such as eHealthExchange)that permits data exchange with MX.
v. "Participant Affiliate" means the entities identified in Exhibit 3. Exhibit 3 may be amended by
mutual written agreement, which shall include email, of Participant and MX without the need for
a formal amendment. Participant shall ensure that Participant Affiliates comply with the terms of
this Agreement applicable to Participant, including the Policies, except that only Participant will
be obligated to pay Fees or perform other duties specified herein which, by their context,clearly
apply only to Participant.
w. "Patient"means an individual whose Data is contributed to MX by a Data Contributor.
x. "Person" means an individual person, an entity, or a governmental organization or agency,
including health information exchanges,researchers,Participants,and/or an individual(s)who does
not participate in MX's HIE.
y. "Personnel"means a Person's employees, Authorized Users, accountants, attorneys, consultants,
directors, agents, representatives, subcontractors and subcontractors' employees that provide,
access,receive or use any part of the System or the Services.
z. "Policies"mean the privacy policies, security policies and/or procedural requirements adopted by
MX and made available to Participant, as amended by MX from time to time. The current version
of the Policies can be found at https://www.manifestinedex.org/resources/.
aa. "Protected Health Information" or"PHI"has the meaning ascribed in 45 C.F.R. § 164.103.
bb. "Services"means all services provided by MX pursuant to the Agreement.
cc. "System"means the HIE and its related technology and Services.
II. SERVICES.
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a. Services. MX shall provide the System and Services as set forth in Exhibit 1. Fees, if applicable,
for such services are set forth in Exhibit 1 and payable in accordance with Section VI of this
Agreement.
b. HITRUST. MX will use commercially reasonable efforts to maintain (i) its HITRUST CSF
Certification in accordance with HITRUST standards, and/or (ii) other industry-standard security
certification as may be appropriate at a future date.
III. MUTUAL RIGHTS AND RESPONSIBILITIES;RELATIONSHIP BETWEEN THE PARTIES
a. Compliance with Law and Safety. Each Party and its Personnel shall perform their duties and
exercise their rights under the Agreement in compliance with Law. Each Party and its Personnel
shall always consider Patient safety in taking any action under the Agreement.
b. To the extent required by law and applicable to the Services being provided, MX shall adhere to
all ARPA requirements, and provide required documentation in compliance with ARPA Federal
Terms and Conditions (FTC), including those identified in Exhibit 5, attached hereto and by this
reference incorporated herein. The Parties acknowledge and agree that MX does not participate in
SAM and is not being awarded any funds thereunder.
c. Policies. MX and Participant and their respective Personnel shall each comply with the Policies,
which is incorporated into and is part of the Agreement.
d. Independent Contractors. Each Party is and shall at all times be an independent contractor of the
other,and not an employee,agent,partner of,or joint venture with the other. Except as specifically
allowed by the Agreement, neither Party has any right or authority to assume or create any
obligation of any kind, express or implied, on behalf of the other Party.
IV. PARTICIPANT RIGHTS AND RESPONSIBILITIES.
a. Policies. Participant,including,Personnel and Authorized Users,shall at all times comply with the
Policies.
b. Restricted Use, Security, and Access.
1. Participant shall:
i. Restrict access to and use of the System and Services to Participant and its Authorized
Users;
ii. Only permit Authorized Users to access or use the System and the passwords and/or the
user names applicable to the System;
iii. Prevent all Persons(other than Authorized Users)from accessing and/or using the System;
iv. Implement security measures with respect to the System and safeguard Data as required by
the Agreement;
v. Together with its Authorized Users,use reasonable professional judgment in its use of the
Healthcare Data and its application of the Healthcare Data to perform actions in connection
with treatment,payment, or healthcare operations, as defined by HIPAA;
vi. Together with its Authorized Users,use reasonable professional judgment in its use of the
healthcare, social services, educational, and other data elements, if and as permitted by
Law and the Policies,to evaluate effectiveness of service delivery and conduct population
health analysis;
vii. Develop, maintain and comply with written requirements that govern Participant's and
Authorized Users' access to Systems and use of protected health information. Those
written requirements must be consistent with the Agreement and shall be provided to MX
upon request; and
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viii.Notify MX immediately of any suspected or actual access to or use of the System or Data
other than as permitted by this Agreement.
2. Participant shall not inhibit an NP Participant's access to the System or Patient Data.
c. Training. Participant shall,to the reasonable satisfaction of MX, educate and train its Authorized
Users regarding the requirements of the Agreement,including the Policies and privacy and security
protocols.
d. Participant Expenses. Participant is solely responsible for all charges and expenses Participant
incurs to (1) access and use the System and Services and/or (2) meet Data Contribution
Requirements.
e. Trademarks. Participant and its Personnel shall: (i)maintain MX's and MX Vendor's trademarks,
service marks, and copyright legends; and (ii)not violate Ma's and/or MX Vendor's trademarks,
service marks, copyright legends and/or any other intellectual property rights. Participant will be
liable for the acts of third-party service providers engaged by Participant who violate these
proprietary rights or applicable Law.
V. DATA.
a. Data Contribution. Participant shall (1) contribute Data to MX regularly and promptly, and
consistent with the Data Submission Guidelines, after receiving such Data from Participant's
sources and (2) maintain its connection to the System and facilitate access to the Data, each as
required by"Exhibit 2 "Data Contribution Requirements",the Policies, and this Agreement.
b. Data Quality. Participant shall use reasonable and appropriate efforts to ensure that all Healthcare
Data provided by Participant and/or Personnel to MX is accurate with respect to each Patient. Each
Party shall use reasonable and appropriate efforts to assure that its Personnel do not inappropriately
alter or corrupt the Data received by or transmitted from that Party.
c. Notice of Data Inaccuracy. Each Party shall promptly notify the other Party of any known
inaccuracy in the Data provided to the other Party through the System.
d. Participant Access to System. MX grants to Participant, and Participant accepts, a non-exclusive,
personal,nontransferable,limited right to access and use the System under the terms and conditions
set forth in the Agreement. Participant's right is conditioned on Participant fully complying with
the Agreement. Participant does not have any other right to access the System unless otherwise
expressly granted by the Agreement.
e. Participant Use of Data. When accessing or using Data pursuant to the Agreement,Participant and
Authorized Users may access and/or use Data to perform any activities Participant is allowed to
perform under the Agreement(including the Policies).Notwithstanding any other provision of the
Agreement,if Participant or an Authorized User accesses any Data that it is not permitted to access
under the Agreement at the time of that access, then Participant: (i) will be in breach of the
Agreement, (ii) will not have or obtain any right to that Data, and(iii) must immediately return or
destroy that Data.
f. MX Use of Data. Subject to the limitations on use of Healthcare Data set forth in the Policies,
Participant grants to MX a fully-paid, non-exclusive, non-transferable, royalty-free right and
license: (a) to license and/or otherwise permit Persons to access through the System and/or to
receive from the System all Healthcare Data provided by Participant; (b) to use Healthcare Data
provided by Participant to perform any activities MX is allowed to perform under the Agreement
(including the Policies ); and(c)to use Healthcare Data provided by Participant to carry out MX's
duties under the Agreement,including,but not limited to,system administration,testing and audits,
provision of services,problem identification and resolution and management of the System. MX's
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rights under this Section V.f shall continue for as long as MX holds or controls Participant's
Healthcare Data.
g. Availability of Data. MX makes no representation or warranty regarding the availability through
the System of Data related to or originating from any particular Data Contributor.
h. Related Parties.If Participant physician practice is a member of an Accountable Care Organization
("ACO"), Management Services Organization ("MSO") or Independent Physician Association
("IPA")that is an MX Participant,then physician expressly grants MX permission to receive PHI
from and to send PHI to the ACO, MSO or IPA on behalf of the Participant. Participant further
agrees to notify MX in writing within thirty(30) days, if the Participant terminates its relationship
with the ACO,MSO or IPA.
VI. FEES.
a. Fees. Participant shall pay the Fees set forth in Exhibit 1 of this Agreement, subject to change as
set forth in Section VI.f below.
b. Payment Timing. Participant agrees to pay MX upon receipt of each invoice, and agrees further to
pay a one-and-one-half percent(1.5%)per month service charge on all undisputed invoices that are
not paid within forty-five (45) days of receipt of the applicable invoice.
c. Disputed Fees. Notwithstanding the foregoing, if Participant disputes any charges or amounts on
any invoice, and such dispute cannot be resolved promptly through good faith discussions between
Participant and MX, then Participant will pay upon receipt the amount of the invoice less the
disputed amount,provided that Participant shall diligently proceed to work with MX to resolve any
such disputed amount. Any sums withheld pursuant to this paragraph shall not accrue service
charges,but if the contested invoice is later determined to be valid in amount,Participant shall pay
the amount withheld consistent with Section VI.FEES, (b)upon the date of receipt of the revised
invoice or agreed upon date from the Participant of the disputed original invoice.
d. Taxes. All Fees will be paid exclusive of all federal, state,municipal or other government excise,
sales,use,occupational or like taxes now in force or enacted in the future.Participant shall pay any
tax (excluding taxes on MX's net income) that MX may be required to collect or pay due to the
sale or delivery of items and services provided to Participant pursuant to the Agreement.MX will
not deliver the System or Services to Participant in tangible form. Notwithstanding the foregoing:
(a) the Parties do not anticipate that any sales or use taxes will be payable with respect to the
Services or other deliverables provided hereunder(except for any taxes that become payable as the
result of any change in applicable Law); and (b) if possible, MX shall not deliver tangible copies
of any software or other deliverables in a manner that would cause taxes to become payable.
e. Effect of Failure to Pay. In the event that any invoice is not timely paid as provided herein, MX
may, in addition to any other right or remedy that it may have under this Agreement or at law,
suspend Participant's use of the System and/or Services if MX has not received payment in full
within ten(10) days of MX's written demand therefore.
f. Change to Subscription Fees. MX may add or change Fees charged for the Services under this
Agreement by providing Participant at least one hundred and eighty(180)days'prior written notice
of such changes (the "Fee Notice"); provided that Participant may terminate the Agreement by
providing MX written notice of such intent pursuant to Section VII.b.
g. Invoice Submission.MX shall submit invoices to the following address:
Mailing Address for Purposes of Invoices:
County of Fresno
Department of Public Health
1221 Fulton Mall
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Fresno, CA 93721
Email: dphboap@fresnocountyca.6ov
VII. DISCLOSURE OF SELF-DEALING TRANSACTIONS.
a. Applicability.If MX is operating as a corporation,or changes its status to operate as a corporation.
b. Duty to Disclose. If any member of MX's board of directors is party to a Self-Dealing Transaction,
MX shall request that such director disclose the transaction by completing and signing a "Self-
Dealing Transaction Disclosure Form"(Exhibit 6 to this Agreement)or other appropriate form and
submitting it to Participant within a reasonable timeframe following the transaction.
c. For purposes of this section,"Self-dealing transaction"means a transaction to which MX is a party
and in which one or more of its directors,as an individual,has a material financial interest.
VIII. TERM,TERMINATION,AND SUSPENSION.
a. Term. The Agreement is effective on the Effective Date and shall remain in effect until terminated
as set forth below.
1. Initial Term of the Agreement. The initial term of this Agreement shall be five (5) years
beginning January 1,2025 and ending December 31,2029.Unless the term of this Agreement
is renewed pursuant to the provisions for renewal set forth in Section VIII. a.2.
2. Renewal Provision.At its sole discretion,the Fresno County Board of Supervisors may extend
the granted term with MX for one (1) successive and separate five (5) year period; provided,
however,that MX may decline such extension. No less than twelve-months (12)months prior
to the expiration of the contract term.MX may petition the Participant,in writing,for a five(5)
year extension.Participant's decision to grant an extension will consider,but not be limited to,
how well MX has adhered to phase completion and compliance with the requirements set forth
in Exhibit 1.
b. Termination by Participant. Participant may terminate the Agreement at any time,with or without
cause, and without penalty, after delivering thirty(30) days'prior written notice to MX.
c. Termination by MX may exercise any of the following termination rights.
1. Privacy and Security. MX may in its sole discretion terminate user access to the System at any
time if MX determines in its sole discretion that Participant user(s) actions and/or continued
participation in MX would,or is reasonably likely to, endanger the privacy or security of Data
or otherwise result in a breach of the Agreement that is reasonably likely to harm MX . MX
shall deliver notice of this termination for user access to the system to Participant in no case
more than ten(10)business days prior to terminating user access to the System.
2. Uncured Breach. MX may terminate the Agreement if Participant breaches the Agreement and
that breach continues uncured for a period of thirty (30) days after MX has delivered written
notice of that breach to Participant. MX's notice of breach shall include a description of the
breach.
3. Without Cause. MX may terminate the Agreement at any time, with or without cause, and
without penalty,after delivering ninety(90) days' prior written notice to Participant.
d. Failure to Comply with Law. Either Party may terminate the Agreement by providing thirty (30)
days' written notice to the other Party that: (a)identifies the Law that is(or will be)violated by the
Agreement;and(b)explains why the Agreement will not comply with Law. After a Party receives
that notice,both Parties shall cooperate in good faith during the next thirty(30) days to amend the
Agreement so that it complies with the identified Law. If the Parties do not execute a written
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amendment to the Agreement within the thirty (30) days, then either Party may terminate the
Agreement by delivering a five (5) days' written termination notice to the other Party. If the Law
is already in effect and violated by the Parties or the Agreement,then either Party may immediately
suspend all or part of its performance under the Agreement that is illegal while the Parties attempt
in good faith to modify the Agreement to cure that violation of Law.
e. Effects of Termination.
1. Data. Upon any termination of the Agreement, Participant shall have no continued right to
receive or duty to provide Data, or to receive the Services. Upon any termination, the Parties
will comply with the provisions of the BAA as it pertains to PHI. If Participant has provided
Data to MX, the Parties acknowledge and agree that such Data has been merged with MX's
and/or data and, accordingly, it is infeasible to destroy, delete or return that Data. MX shall
protect such Data as it protects all other Data in its possession. To the extent that either Party
possesses Data from the other Party, each Party shall protect that Data as it protects all other
Data in its possession,but is not required to destroy,delete or return that Data upon termination.
2. Fees.If Participant has pre-paid to MX any Subscription Fees that have not yet been earned by
MX as of the date of termination,MX shall repay to Participant those unearned Fees.
f. Suspension. In the event that MX determines in good faith that Participant(or any of its Personnel
or Authorized Users)ceases to be compliant with the Agreement,including the Policies,MX may,
in its discretion:(i)provide written notice to Participant of such non-compliance(ii)suspend access
to the System and/or Services to Participant (but may still provide read-only access if reasonably
necessary for Patient safety, at MX's reasonable discretion); and/or (iii) work with Participant to
bring Participant(and its Personnel and Authorized Users)back into compliance. Notwithstanding
the foregoing, MX retains the right to immediately suspend access to the System and Services, in
its sole discretion, in the event that MX determines there to be (i) a Patient safety concem; (ii) a
violation or potential violation of Law; (iii) a risk to the privacy or security of Data; or(iv)access
and/or use of the System by unauthorized Persons. Participant's access to the System shall be
restored when MX, in its sole discretion, determines that the initial cause for the suspension has
been cured.
IX. CONFIDENTIAL INFORMATION&COMMUNICATION.
a. Nondisclosure. If a Party comes into possession of Confidential Information of or regarding the
other Party, MX Vendor, a Party's vendor or an , the Party shall: (a) keep and maintain in strict
confidence all such Confidential Information; (b) not use, reproduce, distribute or disclose that
Confidential Information except as permitted by the Agreement; and (c) prevent the Party's
Personnel from making any use, reproduction, distribution, or disclosure of the Confidential
Information that is not allowed by the Agreement.
b. Equitable Remedies. All Confidential Information represents a unique intellectual property of the
Person who owns that Confidential Information,and such Person will be entitled to equitable relief
and any other remedies available by Law.
c. Notice of Disclosure. A Party may disclose Confidential Information if that Party is legally
compelled to make that disclosure;provided that the Party promptly provides the other Party with
notice thereof by the earlier of: five(5)calendar days after receiving the request to disclose from
a Person, or three(3)business days before that disclosure will be made by the Party.
d. Media Releases.Notwithstanding any other provision of the Agreement,MX may publicly identify
Participant as a participant in MX and may include the name,address,logo,and a brief description
of Participant on its website or in any other materials developed by MX. Participant grants MX a
royalty free license to use Participant's name and logo for the foregoing.
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X. REPRESENTATIONS AND WARRANTIES.
a. Exclusion from Government Programs. Each Party represents and warrants that it and its Personnel
have not: (a) been listed by any federal or state agency as excluded, debarred, suspended or
otherwise ineligible to participate in federal and/or state programs; or (b) been convicted of any
crime relating to any federal and/or state reimbursement program.
b. Limited Warranties. Participant's access to the System, use of the Services, and receipt of Data
from MX are provided"as is"and"as available"; and(b)MX does not make any representation or
warranty of any kind regarding the System or Services,expressed or implied,including the implied
warranties of merchantability, fitness for a particular purpose, and non-infringement.MX does not
warrant that the System will meet Participant's requirements or that it will operate without
interruption or be error free.
c. Authorization and Compliance. Participant covenants, represents, and warrants that Participant
(and each Participant Affiliate) has all necessary authority: to enter into this Agreement,to grant
the rights granted herein, and to send and receive the Data exchanged under this Agreement.
XI. INSURANCE; INDEMNIFICATION;LIMITATION OF LIABILITY.
a. Insurance.
1. MX Insurance Requirements. During the Term, MX shall obtain and maintain the following
insurance coverage or self-insure in the following amounts:
i. Commercial general liability insurance in the amount of at least five million dollars
($5,000,000) per occurrence and at least ten million dollars ($10,000,000) in the annual
aggregate;
ii. Coverage must include any auto used in connection with this Agreement.
iii. Workers Compensation. Workers compensation insurance as required by the laws of the
State of California with statutory limits.
iv. Comprehensive professional liability (errors and omissions) insurance covering the
liability for financial loss due to error, omission or negligence of MX in the amount of at
least five million dollars ($5,000,000) per occurrence and at least ten million dollars
($10,000,000) in the annual aggregate; and
v. Network security liability insurance and privacy liability insurance in the amount of at least
ten million dollars ($10,000,000) per occurrence and at least ten million dollars
($10,000,000)in the annual aggregate.
2. Additional Requirements
i. Verification of Coverage. Within 30 days after MX signs this Agreement, and at any time
during the term of this Agreement, but no more than once per year without cause, as
requested by the County's Risk Manager or the County Administrative Office, MX shall
deliver, or cause its broker or producer to deliver,to the County of Fresno, Department of
Public Health, P.O. Box 11867, Fresno, CA 93775, Attention: Contracts Section — 6th
Floor, or email, DPHContracts@fresnocountyca.gov, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
ii. Each insurance certificate must state that: (1)the insurance coverage has been obtained and
is in full force; (2) Participant, its officers, agents, employees, and volunteers are not
responsible for any premiums on the policy; and (3) MX has waived its right to recover
from Participant, its officers, agents, employees, and volunteers any amounts paid under
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any insurance policy required by this Agreement and that waiver does not invalidate the
insurance policy.
iii. The commercial general liability insurance certificate must also state, and include an
endorsement, that Participant, its officers, and agents, individually and collectively, are
additional insureds insofar as the operations under this Agreement are concerned. The
commercial general liability insurance certificate must also state that the coverage shall
apply as primary insurance and any other insurance, or self-insurance, maintained by
Participant shall be excess only and not contributing with insurance provided under MX's
policy.
iv. The professional liability insurance certificate,if it is a claims-made policy,must also state
the retroactive date of the policy,which must be prior to the date on which services began
under this Agreement.
v. Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California.
vi. Participant's Remedy for Contractor's Failure to Maintain. If MX fails to keep in effect at
all times any insurance coverage required under this Agreement, Participant may, in
addition to any other remedies it may have, suspend or terminate this Agreement upon the
occurrence of that failure.
2. Participant and Business Associate Insurance Requirements. During the Term,Participant and
any Business Associate of Participant that accesses the System shall each obtain and maintain
the following insurance coverage or self-insure in the following amounts:
i. Commercial general liability insurance in the amount commonly carried by a Person of the
same commercial size and in the same line of business as Participant, but in any event at
least one million dollars($1,000,000)per occurrence and two million dollars($2,000,000)
in the annual aggregate; and
ii. Comprehensive professional liability or errors and omissions(E&O)insurance of the type
and in the amount commonly carried by a Person of the same commercial size and in the
same line of business as Participant, but in any event at least one million dollars
($1,000,000)per occurrence and three million dollars($3,000,000)in the annual aggregate.
3. General Requirements.
i. If either Party purchases"claims made"insurance,all acts and omissions of that Party shall
be, during the Term, "continually covered" (i.e., there must be insurance coverage
commencing on the Effective Date and ending no earlier than three (3) years after
termination of the Agreement.
ii. Each Party shall purchase"tail insurance"if its coverage lapses,or"nose insurance"and/or
"tail insurance" if that Party changes insurance carriers, even after termination of the
Agreement.
iii. All insurance coverage required by this Section XI shall be provided under valid and
enforceable policies issued by insurance companies legally authorized to do business in
California.
iv. Upon request of a Party,the other Party shall provide certificates of insurance evidencing
the coverage that the other Party is required to obtain and maintain.
b. Limitation of Liability.
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1. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement
shall be cumulative and in addition to and not in lieu of any other remedies available at law or
in equity. EXCEPT WITH RESPECT TO INDEMNIFICATION
OBLIGATIONS,NEITHER PARTY SHALL, IN ANY EVENT, BE LIABLE TO THE
OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT,CONSEQUENTIAL,
INCIDENTAL, SPECIAL, EXEMPLARY,LOST PROFITS OR SIMILAR DAMAGES,
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT,EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE. Each Party shall use all reasonable efforts to mitigate damages for which the other
Party is responsible.
2. The aggregate personal liability of each Party(including,in the aggregate,its officers,directors
and Personnel)to the other Party under this Agreement will be limited to the greater of: (i)the
aggregate insurance policy limits then available to the Party with respect to such claim, or(ii)
one million($1,000,000.)dollars.
3. Notwithstanding anything to the contrary in the Agreement, the limitations of liability in
Sections XI.b.I and XI.b.2 a shall not apply to any claims arising out of or relating to either
Party's: (i) grossly negligent or willful breach of the Agreement, or (ii) indemnification
obligations.
c. MX Liability. Notwithstanding any other provision,MX has no responsibility for and will not be
liable to Participant for: (a)the accuracy,completeness,currency,content or delivery of Healthcare
Data or other Data; (b) any decision or action taken or not taken by Participant or any other Person
involving Patient care, utilization management, or quality management that is in any way related
to the use of the System, Services, or Healthcare Data; (c)any impairment of the privacy,security,
confidentiality, integrity, availability of, and/or restructured use of any Healthcare Data resulting
from the acts or omissions of Participant,any, health information organization that contracts with
MX to share health data through their respective systems, or organization that represents a
community of payers and/or providers for purposes of exchanging Data between them; (d)
unauthorized access to the Participant's transmission facilities or equipment by individuals or
entities using the System or for unauthorized access to, or alteration, theft, or destruction of the
participant's data files, programs, procedures, or information through the System, whether by
accident, fraudulent means or devices, or any other method; and (e) any damages occasioned by
lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error,
operator error, equipment or software malfunctions, or the use of third-party software. Participant
and its Personnel shall have no recourse against, and each does waive any claims against,MX for
any loss, damage,claim, or cost relating to or resulting from its own use of the System,Healthcare
Data and/or the Services.
d. Reliance on Data. The Participant is solely responsible for any and all acts or omissions taken or
made in reliance on the System, Healthcare Data and/or other information received from MX,
including inaccurate or incomplete information.
e. Indemnification.
1. Mutual Indemnification.Except to the extent arising from the negligence or willful misconduct
of the Indemnified Party (defined below), each Party (the "Indemnifying Party") shall
indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and
against all claims,demands,actions,suits,damages,liabilities,losses,settlements,judgements,
and costs and expenses (including but not limited to reasonable attorney's fees and
costs)("Claim")arising from, or in connection with, or based on allegations of third-party
claimants of any claims for any breach of this Agreement or violation of applicable Law by the
Indemnifying Party.
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2. Indemnification Procedures. The Indemnifying Party shall be entitled, at its option,to control
the defense of and settlement of any Claim on which it is liable,provided that the Indemnifying
Party shall act reasonably and in good faith with respect to all matters relating to the settlement
or disposition of the Claim as the disposition of the claim relates to the Indemnified Party. The
Indemnified Parties will reasonably cooperate in the investigation, defense and settlement of
any Claim and shall provide prompt notice of any such Claim or reasonably expected Claim to
the Indemnifying Party. An Indemnified Party shall have the right to retain its own separate
legal counsel at its own expense.
3. Failure to Defend or Settle. If the Indemnifying Party fails or wrongfully refuses to defend or
settle any Claims, then the Indemnified Party will, upon written notice to the Indemnifying
Party,have the right to defend or settle(and control the defense of)such Claims. In such case,
the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its
counsel in the defense and settlement of such Claims, and will pay, as they become due, all
costs, damages, and reasonable legal fees incurred therefore.
XII. MISCELLANEOUS TERMS.
a. Governing Law. The validity,construction and enforcement of this Agreement shall be determined
in accordance with the laws of the State of California, without reference to its conflicts of laws
principles. All Disputes (defined below) not resolved pursuant to Section XII.h below will be
adjudicated in the state and federal courts located in Fresno, California and each Party hereby
consents to the personal jurisdiction of such courts.
b. Amendment and Material Service Change.
1. Amendment.Any modification or amendment to the Agreement must be in writing and signed
by the Parties, except that the Policies, DSG, Fees, and Material Service Changes may be
modified as set forth in the Agreement. The County Administrative Officer or his designee(s),
is authorized to execute Amendments to this Agreement to comply with the fulfillment of the
Services, Term, Termination, and other relevant requirements subject to approval by
Participant's legal counsel as to legal form; and to execute any future Business Associate
Agreement and any subsequent documents necessary to implement the actions above, for a
period not to exceed five years and any extension period.
2. Material Service Change.MX may in its sole discretion implement a Material Service Change
after providing at least ninety (90) days prior written notice of the change to Participant.
Following a Material Service Change not acceptable to Participant,Participant may terminate
the Agreement pursuant to Section VIII.b.
3. Policies and DSG Revision. MX may in its sole discretion modify or otherwise revise the
Policies and/or DSG after providing at least ninety(90)days prior written notice of any material
revision to Participant before the material revision is effective. If the Policy and/or DSG
revision is not acceptable to Participant, Participant may terminate the Agreement pursuant to
Section VIII.b.
4. Required Revision. Notwithstanding any other provision in the Agreement, if a revision to
the Policies, Terms and/or DSG is required, in the reasonable judgment of MX, to be made
for the continued technological functioning of the HIE or for compliance with Law, Na may
unilaterally implement that revision and may shorten any requirement for prior notice set forth
in the Agreement to that time period which MX reasonably determines appropriate under the
circumstances.
c. Notices. Except as otherwise provided in this Agreement,notices required to be given pursuant to
this Agreement shall be addressed to the appropriate Party as provided below, or at such other
address as the receiving Party may designate in writing, and shall be effective: (i) on the date of
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delivery if given in writing and hand delivered;(ii)on the date received,if sent by overnight courier
with written proof of receipt, or by First Class United States Mail with postage prepaid and return
receipt received; or (iii) the date sent by electronic mail so long as the sending Party does not
receive a message in return that the electronic message is undeliverable. Refusal to accept delivery
will be deemed receipt. A Party may change its notice address for purposes of this Agreement by
giving written notice to the other Party.
If to Participant: Company: Fresno County Department of Public Health
Attn: David Luchini,Director
Address: 1221 Fulton St.,Fresno, CA 93721
E-Mail: dluchini@fresnocountyca.gov
If to MX: Manifest MedEx
Attn: Chief Executive Officer
3993 Jurupa Ave, Suite 102
Riverside, CA 92506
Email: legal@manifestmedex.org
d. Assignment. Neither Party may assign the Agreement or any of the Party's rights,interests,duties
or obligations under the Agreement, by operation of law or otherwise, without the prior written
consent of the other Party,which consent may be given,conditioned or withheld in the other Party's
sole discretion, except that (a) either Party may assign the Agreement in whole or in part to an
affiliate or to a successor in interest, and (b) consent shall not be necessary in the context of an
acquisition, merger or change of control involving either Party. Any attempted assignment or
transfer in violation of the foregoing will be null and void.
e. Availability of Records. For four(4) years after any termination of the Agreement, the Secretary
of the U.S. Department of Health and Human Services ("Secretary"),the Comptroller General of
the United States("Comptroller General")and/or their designee will have access to all books and
records of MX directly pertaining to the subject matter of the Agreement, in accordance with the
criteria developed by the U.S. Department of Health and Human Services as provided in Section
952 of the Omnibus Reconciliation Act of 1980, 42 U.S.C. §1395x(v)(1)(A), et seq. ("OBRA").
During those four years, upon request of the Secretary, the Comptroller General and/or their
designee, MX shall make available (at reasonable times)the Agreement and all books, documents
and records of MX that are necessary to verify the nature and extent of the costs of Services
provided by MX under the Agreement. Notwithstanding the foregoing, access to MX's books,
records and documents will be discontinued and become null and void upon a finding by a court or
quasi-judicial body of competent jurisdiction that the Agreement is outside the scope of the
regulatory or statutory definition of those agreements included within the purview of Section 952
of OBRA or the rules and regulations promulgated thereunder.
f. Federal Reporting Requirements. For four (4) years after any termination of the Agreement, MX
shall maintain its books, documents and records showing the nature and extent of the cost of
Services furnished under the Agreement in compliance with Section 1861(v)(1)(I) of the Social
Security Act and as set forth in Exhibit 5. If requested, MX shall grant access thereto to the
Secretary,the Comptroller General and/or their designee.
g. Audit Rights. Each Party shall permit the other Party to access, inspect, and audit such data and
records for the purpose of verifying fees, adherence to access requirements, or compliance with
other terms and conditions of this Agreement. Any such inspection or audit may be performed
following reasonable prior written notice, but not more often than once in any twelve (12)month
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period. The auditing Party will pay all of its own expenses incurred as a result of conducting any
such inspection or audit.
h. Disputes. In the event of any Claim or disagreement related to the Agreement(a"Dispute"),the
Parties shall:
1. Dispute Notice. A Party alleging a Dispute shall send written notice of the Dispute and the
Party's position regarding the Dispute(the"Dispute Notice")to the other Party and any other
Person that the Parry believes is involved in the Dispute. The Dispute Notice shall propose a
time and place for all involved Persons to meet and confer regarding the dispute.
2. Meet and Confer. Within twenty (20) days of a Party sending a Dispute Notice, the Parties
shall meet and confer in good faith regarding the Dispute. Other Persons interested in the
Dispute shall be invited to the conference,but the conference shall be held at the earliest date
on which the Parties can attend(regardless of the attendance of other interested Persons). The
Meet and Confer shall be considered a settlement negotiation for the purpose of all Laws,
including California Evidence Code § 1152.
3. Injunction. Notwithstanding anything to the contrary, any Party may immediately file suit in
any court as that Party deems necessary to protect Confidential Information or Data.
i. Representation by Counsel; Interpretation.Each Party has been represented by counsel in
connection with this Agreement or has had an opportunity to be so represented. Both parties
expressly waive any claim that ambiguities in this Agreement should be interpreted against the
other Party due to the other Party drafting the language.
j. Entire Agreement. The Agreement is the entire understanding of the Parties regarding its subject
matter, and supersedes all prior written or oral understandings, promises, representations and
discussions between them with respect the subject matter of the Agreement.
k. Force Majeure. Neither Party shall be liable or deemed in default for failure to fulfill any
obligation under this Agreement due to causes beyond its reasonable control, provided that the
Party uses good faith efforts to perform its duties. Such causes or conditions shall include,but shall
not be limited to,acts of God or of the public enemy,acts of the government in either its sovereign
or contractual capacity, fires, floods,epidemics, quarantine restrictions, strikes, shortages of labor
or materials, freight embargoes, unusually severe weather, electrical power failures,
telecommunication or internet backbone outages, failure of an internet access provider or other
similar causes beyond the Parties' control, and neither Party shall be liable for losses, expenses or
damages, ordinary, special or consequential,resulting directly or indirectly from such causes.
1. Severability. If any provision of the Agreement or the application of any provision, in whole or in
part, is determined to be invalid, void, illegal or unenforceable by an arbitrator or a court of
competent jurisdiction and such provision can be severed without substantially changing the
bargain reached by the Parries, such provision or part of such provision shall be severed from the
Agreement, and such severance shall have no effect upon the enforceability, performance or
obligations of the remainder of the Agreement.
in. Survival. Provisions of the Agreement shall survive any termination or expiration of the Agreement
when evident by the context of the provision and/or when specifically identified as surviving.
n. Third-Party Beneficiary. No Person other than the Parties will have any right under or due to the
Agreement, and no Person will be a third-party beneficiary of the Agreement.
o. Waiver. No delay or omission by a Party to exercise a right or power it has under the Agreement
shall be construed as a waiver of that right or power. A waiver by any Party of any breach of the
Agreement shall not be construed to be consent to, waiver of, or excuse for any subsequent or
different breach. All waivers must be in writing and signed by the Parties.
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p. Conflicts. If the BAA conflicts with any other part of this Agreement(including the Policies),the
BAA shall prevail. If the Policies conflict with any other part of this Agreement(except the BAA),
the Policies shall prevail. If the terms of any other Exhibit conflict with those of this Agreement,
this Agreement shall prevail.
THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING ANY
EXHIBITS,ATTACHMENTS, OR SCHEDULES HERETO ARE PART OF THIS AGREEMENT AND
INCORPORATED HEREIN BY REFERENCE. BY SIGNING THIS AGREEMENT, PARTICIPANT
ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING ALL
TERMS AND CONDITIONS. PARTICIPANT AND MX ACKNOWLEDGE AND AGREE TO BE
BOUND BY THE TERMS HEREOF.
Signed by:
Manifest MedEx � , -'! „a CZ Participant
7DAAOC41C6S3450
By: By:
Name: Erica Galvez Name: Nathan Magsig
Title: CEO Title: Chairman of the Board of
Supervisors of the County of
Fresno
Date: 11/01/2024 Date:
For Accounting use only:
ATTEST:
Org No.: 56208520 BERNICE E.SEIDEL
Org No.: 56201019 Clerk of the Board of Supervisors
Account No.: 7295 County of Fresno,State of California
Fund No.: 0001 By � Deputy
Subclass No.: 10000
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EXHIBIT 1
SERVICE DESCRIPTION
This Exhibit 1 includes the various subsections of Exhibit 1 (Exhibit 1-A, Exhibit 1-B, etc.).
MX shall provide the Services described herein to Participant in accordance with the terms and conditions
of the Agreement and this Exhibit 1.
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EXHIBIT 1-A
CIE DEVELOPMENT
I. Description of Services (collectively, "CIE Services").
a. Youth Suicide Prevention. MX will provide to Participant each of the following Services
(collectively, the "YSP Services"):
1. Beginning in 2025, MX will:
i. Provide notifications to the following Participant Affiliates(collectively, "YSP Participant
Affiliates"):
A. Sanger Unified School District (SUSD);
B. Central Unified School District(CUSD);
C. Up to a maximum of 5 additional school districts; and
D. Fresno County Department of Behavioral Health.
ii. Make the following reports available to YSP Participant Affiliates:
A. Notify Activity Report: a summary report analyzing notification volume without PHI
or PII. Includes panel size analysis, notification volume analysis by source, recipient,
etc.
B. Patient Contact Report: identification of all historical patient contact information
including phone numbers, addresses and more.
2. Beginning in 2026, MX will:
i. Continue to provide the Services outlined in I.a.I above;
11. Provide notifications to up to a maximum of 10 additional school districts (each a YSP
Participant Affiliate); and
iii. Make available to any YSP Participant Affiliate the Patient Relationship and Activity
Report: identification of patient encounters with healthcare organizations, community
based organizations ("CBOs"), and county agencies to provide a complete picture of
patient activity. This report also includes a relationship matrix to identify all the
organizations and providers the patient has an established relationship with (collectively
with the Notify Activity Report and Patient Contact Report, the"YSP Reports").
3. Between January 1, 2027 and December 31, 2027, MX will continue to provide the Services
outlined in Sections I.a.l and I.a.2 above.
4. Between January 1, 2028 and December 31,2029,MX will:
i. Continue to provide the Services outlined in Sections I.a.l and I.a.2 above; and
ii. Provide notifications to up to a maximum of 6 additional school districts (each a YSP
Participant Affiliate).
b. Home Visitation. MX will provide to Participant each of the following Services (collectively,the
"HV Services"):
1. Beginning in 2025,MX will:
i. Accept data feeds from the following, provided that such feeds must meet the DSG
requirements;
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A. Fresno County Department of Social Services (FCDSS) may contribute home
visitation related data to the CIE which is anticipated to be sourced from DSS
Databases.
B. Fresno County Department of Public Health(FCDPH)may contribute essential public
health home visitation data, community health worker network, referrals, and
developmental screenings.
C. Each of FCDSS and FCDPH are "HV Participant Affiliates."
ii. Make the following reports available to HV Participant Affiliates:
A. Notify Activity Report
B. Patient Contact Report
2. Beginning in 2026, MX will:
i. Continue to provide the Services outlined in I.b.l above;
ii. Supply a data feed to the Fresno County Superintendent of Schools (FCSS) Apricot 360
System or other database system as agreed between MX and Participant; and
iii. Make the following reports available to HV Participant Affiliates:
A. Patient Relationship and Activity Report; and
B. Home Visitation Outcomes and Service Utilization Report: a summary report focusing
on the impact and outcomes of the HV use case related data: (collectively with the
Notify Activity Report, Patient Relationship and Activity Report, and Patient Contact
Report, the"HV Reports").
3. Between January 1, 2027 and December 31, 2027, MX will continue to provide the Services
outlined in Sections I.b.l and I.b.2 above.
4. Between January 1, 2028 and December 31,2029,MX will:
i. Continue to provide the Services outlined in Sections I.b.l and Lb.2 above; and
ii. Make the HV Reports available for HV Participant Affiliates to access via an online self-
service tool.
c. CIE Platform.
1. Beginning in 2025,MX will design and implement the fundamentals of the CIE and technology
platform to integrate, ingest and store data in a community record centered around an
individual. This includes identity matching functions.
2. Beginning in 2026, MX will:
i. Deploy MX Community,the web-based portal to access a person's social care record; and
ii. Offer MX Community to up to 20 CBOs affiliated with Participant.
3. Beginning in 2027, MX will continue to provide the Services outlined in Section I.c.2 above.
4. Between January 1, 2028 and December 31, 2029,MX will:
i. Continue to provide the Services outlined in Section I.c.2 above;
ii. Offer MX Community to up to 6 additional CBOs affiliated with Participant; and
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iii. Make iterative improvements to MX Community,provided they do not require additional
licensing or personnel cost; and
d. Additional Use Cases. Between January 1, 2026 and December 31, 2029, MX will work with
Participant to perform discovery, scoping and design for up to 2 additional use cases.
II. Training.Participant must designate a training coordinator("Training POC")before Participant may
use the CIE Services.The Training POC will be responsible for training Participant's Authorized Users
on (i) the use of the CIE Services and (ii) compliance with the Policies and the Agreement. MX will
provide (x) web-based and/or in-person training to Training POCs and Administrator POCs (defined
below) and(y) training resources and materials that Training POCs can use to train Authorized Users.
Any training requested by Participant in addition to MX's standard training will be negotiated by the
Parties and memorialized in a separate Exhibit.
III. Support.
a. Participant must provide a single point of contact("Administrator POC")for tech services before
Participant may use the CIE Services. Administrator POCs will be responsible for: managing
Authorized Users(e.g.,setting up Authorized User accounts,assigning roles and providing security
credentials to Authorized Users); ensuring that Authorized Users have reviewed and agreed to
comply with the Policies and the Agreement prior to obtaining access to the System; and providing
Level 1 help-desk support to Authorized Users,including re-setting passwords.
b. MX will support Participant's performance of the above responsibilities by MX offering support
for Administrator POCs, accessed through the web and/or email during Monday through Friday,
8:00 AM to 5:00 PM PST, excluding MX holidays posted on the MX website.
IV. Core Technology Platform. MX will develop &enhance the core technology required to support the
deliverables including:
a. Data Integration Platform: Developing a centralized platform that can securely collect, store,
manage, and distribute data from multiple sources.
b. Data Interoperability: Implementing standards and protocols to ensure seamless data exchange
between different systems. Where possible, nationally recognized standards and protocols will be
used.
c. User-Friendly Interfaces:Where needed,creating intuitive interfaces that allow users to access and
interact with data easily.
d. Master Patient Index(MPI): The existing MPI from MX will be used.
e. Robust Security & Privacy Measures: Utilizing advanced encryption, access controls, and
compliance with relevant regulations. Includes robust and granular user access controls to ensure
data sharing is compliant with county, state, and national requirements.
f. Report Development: Development of the core reporting module, exports to CSV/PDF and an
online tool that allows for self-service access.
g. Continuous Improvement:MX will perform an annual evaluation of each of the components of the
core technology platform and when needed, update specifications, core vendors, reports and
technologies when needed and where possible.
V. Governance. MX and Participant will engage in good faith discussions to design the official
governance definitions, structure, process including a responsibility matrix, using the following key
concepts:
a. Identi)�and Define Core Governance Principles.These principles will prioritize community needs,
ensuring that the CIE operates transparently,inclusively,and with a strong sense of accountability.
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b. Establish a Customized Governance Framework. Developing a structure that accommodates local
dynamics and stakeholder expectations.
c. Representative Joint Governance Team. Establishment of a Joint Governance Team, that will be
composed of representatives from various organizations that share data and utilize the CIE.
d. Conflict Resolution Mechanisms.Establishment of a well-defined conflict resolution processes that
is transparent and equitable, permitting all parties to have a fair opportunity to present their
concerns and reach mutually agreeable solutions.
e. Data Stewardship and Privacy. Implementation of stringent data protection measures to safeguard
the privacy of individuals and maintain the integrity of the CIE.
£ Legal and Regulatory Compliance. Implementation of mechanisms to monitor adherence to
Applicable Law, data sharing frameworks,policies,procedures, and guidelines.
g. Change Management.Development of a standardized process for change management.
VI. Fees. Participant shall pay to MX a fee of$8,600,000.00 as follows:
a. $2,400,000.00 upon execution of this Agreement;
b. $1,300,000.00 on January 1,2026;
c. $1,300,000.00 on August 31,2026;
d. $800,000.00 on January 1,2027;
e. $1,200,000.00 on January 1,2028; and
f. $1,600,000.00 on January 1, 2029.
VII. Termination. For each of the years 2027, 2028, and 2029, Participant may elect to terminate this
Exhibit 1-A with no effect upon other Services offered under this Agreement by providing prior written
notice to MX no later than October 31 of the prior calendar year. Such termination will be effective on
January 1 of the applicable year.
VIII. Technical Operation Plan. The specifications for implementation of the services listed in this
Agreement may be found in the Technical Operations Plan, a non-binding guidance document
developed jointly by MX and Participant.The parties agree to collaborate on maintaining the Technical
Operations Plan as needed to reflect changes or improvements in service implementation. The current
version of the Technical Operations Plan can be found by emailing dph@fresnocountyca.gov.
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EXHIBIT 1-B
OPTIONAL SERVICES
I. Description of Services (collectively, "Optional Services"). Beginning January 1, 2026, Participant
may elect to receive and or all of the following services:
a. New Use Case#1. As defined by work done pursuant to Exhibit 1-A, Section 1.d.
b. New Use Case#2. As defined by work done pursuant to Exhibit 1-A, Section Ld.
c. Undefined. Given the lack of specific details around the scope of these optional items, MX is
providing pricing for optional components each of these with a not-to-exceed(NTE)cost approach.
This approach may require a limited scope of work and MX will work with Participant to define
the scope that can fit within the NTE amounts.
1. Closed Loop Referral
2. CBO Data Entry Tool
3. Patient Consent Collection Tool
4. Secure Messaging Solution
5. Organization Directory
II. Election of Optional Services. In the event that Participant wishes to elect an Optional Service,
Participant and MX will make a good faith effort to work together to determine the applicable scope of
services. Once the scope is agreed upon, Participant must notify MX in writing of its election to
proceed. Optional Services must be elected no later than December 31, 2028.
III. Fees. Fees for the Optional Services are as follows and will be invoiced upon MX receiving written
notification of Participant's election to proceed with the applicable Optional Service and on each
anniversary of such election thereafter unless the applicable Optional Service is terminated. Fees are
subject to change following December 31,2029.
a. New Use Case#1.A fee of$1,000,000.00
b. New Use Case#2. A fee of$1,000,000.00
c. Undefined.
1. Closed Loop Referral.A fee of$1,200,000.00
2. CBO Data Entry Tool. A fee of$1,100,000.00
3. Patient Consent Collection Tool.A fee of$800,000.00
4. Secure Messaging Solution.A fee of$500,000.00
5. Organization Directory. A fee of$500,000.00
IV. Termination. For each of the years 2027, 2028, and 2029, Participant may elect to terminate any
individual Optional Service, or the entirety of this Exhibit 1-B, with no effect upon other Services
offered under this Agreement by providing prior written notice to MX no later than October 31 of the
prior calendar year. Such termination will be effective on January 1 of the applicable year.
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EXHIBIT 2
DATA CONTRIBUTION REQUIREMENTS
Participants, including each of the Participant Affiliates, will contribute Data in accordance with the
schedules described below, over a secure connection configured by MX and Participant, and as set forth in
the Data Submission Guidelines. Participants shall adhere to the Data Submission Guidelines when
submitting Data to MX. The provisions in this Exhibit 2 below that are not applicable to Participant are for
informational purposes as to MX's intent to obtain such data. Those provisions not applicable to Participant
are not a guarantee or promise that MX will obtain such data from all.
For Participants and Participant Affiliates receiving Services pertaining to the HIE:
I. Hospitals. Hospital Participants and Participant Affiliates shall provide the following Patient Data to
MX:
a. Admit, discharge and transfer data ("ADT messages"), within ninety (90) days of the Effective
Date, and regularly thereafter;
b. ORU messages, within six(6)months of the Effective Date, and regularly thereafter;
c. CCDAs(discharge summaries,transition of care documents)within six(6)months of the Effective
Date, and regularly thereafter; and
d. Pharmacy Orders ("RDE messages"), within six(6)months of MX's initial request, and regularly
thereafter.
II. Physician and Ambulatory Practices.Physician and ambulatory practice Participants and Participant
Affiliates will provide the following Patient Data to MX:
a. Patient panel within thirty(30) days of the Effective Date, and regularly thereafter;
b. Lab data from national reference labs and transcribed radiology reports by signing an authorization
form allowing labs and other entities to send the Participant's data to MX, as of the Effective Date,
and regularly thereafter.Lab and radiology authorization forms to be provided by MX if applicable
and are included by reference herein; and
c. CCDAs (care summaries)within sixty (60) days of the Effective Date, and regularly thereafter.
III. Health Plans. Health Plan Participants and Participant Affiliates will provide the following Patient
Data to MX:
a. Eligibility files for health plan enrollees (that define the identities of lives covered by the health
plan)within thirty (30) days of the Effective Date, and regularly thereafter;
b. Provider files for Health Plan providers within six (6) months of the Effective Date, and regularly
thereafter; and
c. Medical and pharmacy claims data for health plan enrollees, within twelve (12) months of the
Effective Date, and regularly thereafter.
IV. IPAs. Independent Physician Association Participants and Participant Affiliates will provide the
following Patient Data to MX: Eligibility files for IPA members (that define the identities of lives
covered by the Participant), no later than within thirty (30) days of the Effective Date, and regularly
thereafter.
V. SNFs. Skilled Nursing Facility Participants and Participant Affiliates will provide the following Patient
Data to MX:
a. Patient panel within thirty(30) days of the Effective Date, and regularly thereafter;
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Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
b. ADT messages within six (6) months of the Effective Date, and regularly thereafter if available
from the electronic health record system;
c. Lab data from national reference labs and transcribed radiology reports by signing an authorization
form allowing labs and other entities to send the Participant's data to MX,as of the Effective Date,
and regularly thereafter.Lab and radiology authorization forms to be provided by MX if applicable
and are included by reference herein; and
d. CCDAs (care summaries)within six(6)months of the Effective Date,and regularly thereafter.
VI. ACOs. Accountable Care Organization Participants will provide to MX the following for Patients that
are both attributed to the ACO and are Patients of ACO Participants (with signed MX Participation
Agreements) within six (6) months of the Effective Date and regularly thereafter: A Patient Panel
associating each patient with the appropriate ACO Participant.
VII. Public Health Departments.Public Health Department Participants and Participant Affiliates will
provide the following Patient Data to MX: patient panels no later than within thirty (30) days of the
Effective Date, and regularly thereafter.
For Participants and Participant Affiliates receiving Services related to the CIE:
VIII. Social Data Contributors. Participants and Participant Affiliates will provide the following Data
to MX:
a. If applicable,patient panel within thirty(30) days of the Effective Date, and regularly thereafter;
b. Such Health and Social Services Information as reasonably required by MX, within 6 months of
the Effective Date(or such later date as agreed to by MX and Participant),and regularly thereafter.
c. "Health and Social Services Information"means any and all individually identifiable information
received, stored, processed, generated, used, transferred, disclosed, made accessible, or shared
pursuant to the California Health and Human Services Data Exchange Framework Data Sharing
Agreement including but not limited to: (a) data elements as set forth in the applicable policy and
procedure; (b)information related to the provision of health care services,including but not limited
to PHI; and (c) information related to the provision of social services. Health and Social Services
Information may include PHI,PII, and digital identities.
For all Participants and Participant Affiliates,regardless of Services:
In addition to the requirements set forth above,as other Patient Data become relevant to the HIE,the Parties
shall work together to develop a timeline for Participant to contribute such Patient Data to MX. If the
Parties do not agree on a timeline within three(3)months after MX sends the notice requesting additional
Patient Data to Participant, or MX does not receive such Patient Data pursuant to the Parties' timeline,
either Party may terminate this Agreement by providing thirty days' notice to the other Party.
Participant shall refrain from sending Excluded Health Information(as defined in the Policies).Participants
are responsible for complying with applicable laws by filtering any information that should not be provided
or disclosed to MX.
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EXHIBIT 3
PARTICIPANT DEPARTMENTS AND AFFILIATES
Individually named Participant departments that are included as Participant Affiliates under this
Agreement as well as address if separate from the address provided in Section XII.c "Notices" of
the Agreement.
Department Name Org Type Address
Fresno County Department of
Public Health
Fresno County Department of
Behavioral Health
Fresno County Department of
Social Services
Individually named third-party entities governed by a contractual relationship with Participant
who will be participating in some or all of the Services under the direction and control of
Participant.
Entity Name Org Type Address
Individually named affiliated Hospitals,Medical Groups, Practices, Health Plans, MSOs or IPAs
that are included as Participant Affiliates under this Agreement as well as name and address of
clinics & affiliated sites.
Site Name Org Type Address
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Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
EXHIBIT 4
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement("BAA') is entered into and effective as of the effective date
of the Participation Agreement (the "Effective Date"), by and between Manifest MedEx, a California
nonprofit public benefit corporation("Business Associate"), and County of Fresno, a political subdivision
of the State of California("Covered Entity"),on behalf of itself and its affiliates.Both parties hereby agree
to this Business Associate Agreement and are referred to in this BAA individually as a "Party" or
collectively as the"Parties
Covered Entity and Business Associate have entered into an agreement(the"Participation Agreement")
pursuant to which Business Associate provides to Covered Entity certain services that now or in the future
shall include,but not be limited to,the creation,receipt,maintenance, data analysis and/or transmission of
Protected Health Information (defined below) (as defined in Health Insurance Portability and
Accountability Act ("HIPAA") and related regulations), on behalf of Covered Entity, for a function or
activity regulated by HIPAA(defined below).
In consideration of the foregoing recitals and the promises set forth herein,the Parties agree as follows:
1. Definitions. All capitalized terms used in this BAA not specifically defined otherwise below or in the
Participation Agreement shall have.the same definitions as given to them under HIPAA.
a. "Breach of Privacy or Security" means any access, use, receipt or disclosure of PHI (including
electronic PHI) that is not in compliance with Law.
b. "HIPAA"means the Health Insurance Portability and Accountability Act and related regulations.
c. "Protected Health Information"or"PHI"has the meaning as the term is defined at 45 C.F.R. §
160.103, except that as used herein, the term shall refer only to Protected Health Information that
Business Associate creates,receives,maintains or transmits on behalf of or from Covered Entity.
II. Obligations of Business Associate.
a. Compliance with Re ug latory Obligations of Business Associate. Business Associate shall perform
and comply with all the applicable obligations and requirements imposed upon business associates
pursuant to HIPAA.
b. Permitted Receipt,Use and Disclosure of PHI. Business Associate may receive,Use and Disclose
PHI to the minimum extent necessary to perform Business Associate's obligations, functions,
activities and/or services under the Participation Agreement,and as otherwise permitted or required
by this BAA, the Participation Agreement, or Law. Business Associate shall not Use or Disclose
PHI in any manner that would violate the requirements of HIPAA if done by Covered Entity.
c. Specified Permitted Uses of PHI. Without limiting the generality of Section II.b (Permitted Use
and Disclosure of PHI),Business Associate may Use PHI as follows:
(A)For the proper management and administration of Business Associate.
(B) To carry out the legal responsibilities of Business Associate.
(C) To provide Data Aggregation services relating to the Health Care Operations of Covered Entity
or,if applicable,an organized health care arrangement of which the Covered Entity is a member
if and to the extent provided by the Participation Agreement or other agreement.
(D)To perform services related to the creation of De-Identified Data.
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Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1 E4B1 DDOB1
(E) To perform quality improvement activities by the Covered Entity and to assist in identifying
appropriate additional care alternatives.
d. Specified Permitted Disclosures of PHI. Without limiting the generality of Section II.b(Permitted
Receipt,Use and Disclosure of PHI),Business Associate may Disclose PHI as follows:
(A)Pursuant to the direction of the Covered Entity; and
(B) For the proper management and administration of Business Associate or to cant'out the legal
responsibilities of Business Associate if:
i. If the disclosure is required by law; or
ii. If Business Associate obtains reasonable assurances from the person to whom the
information is Disclosed that it will be held confidentially and Used or fiuther Disclosed
only as required by law or for the purposes for which it was Disclosed to the person, and if
the person promptly notifies Business Associate of any instances of which it is aware in
which the confidentiality of the information has been Breached.
e. Specified Permitted Receipt of PHI. Without limiting the generality of Section 2(b) (Permitted
Receipt, Use and Disclosure of PHI), and in addition to Business Associate being permitted to
disclose PHI to its Subcontractors subject to section (h) below, Business Associate may receive
PHI from another business associate of Covered Entity pursuant to the direction of the Covered
Entity.
f. Safeguards. Business Associate shall Use appropriate safeguards and comply, where applicable,
with 45 C.F.R. §§ 164.302 through 164.316 with respect to electronic PHI and will apply
appropriate safeguards to prevent the Use or Disclosure of the PHI in any form,including electronic
form other than as provided for by this BAA.
g. Reporting Unauthorized Uses and Disclosures. Business Associate shall report to Covered Entity,
without unreasonable delay, and in accordance with the deadlines provided below, any Use or
Disclosure of PHI not permitted by this BAA of which Business Associate becomes aware,
including any Breach of Privacy or Security as defined in the Participation Agreement. Without
limiting the generality of the foregoing:
i. Reporting of Breaches of Privacy or Security.
(A)Following the discovery of(i) any access to,Use or Disclosure of PHI which is not permitted
by the Participation Agreement or (ii) any Security Incident, Business Associate shall notify
Covered Entity by contacting Covered Entity's designated privacy contact person without
unreasonable delay, and in no case later than forty-eight (48) hours after discovery of the
Breach of Privacy or Security or Security Incident; provided, however, that the Parties
acknowledge and agree that this Section constitutes notice by Business Associate to Covered
Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security
Incidents(as defined below)for which notice to Covered Entity by Business Associate shall be
required only upon request. "Unsuccessful Security Incidents"shall include,but not be limited
to,pings and other broadcast attacks on Business Associate's firewall,port scans,unsuccessful
log-on attempts, denials of service and any combination of the above, so long as no such
incident results in unauthorized access,Use or Disclosure of PHI. Covered Entity will advise
Business Associate of any subsequent changes to the privacy contact person's contact
information.
(B) In the event of a Breach of Privacy or Security,Business Associate shall without unreasonable
delay carry out an investigation and shall provide reasonably frequent updates to Covered
Entity as to the results of the investigation, including, as soon as reasonably possible, the
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Docusign Envelope ID: 17CA6E55-280D-4BEE-8D36-AE1E481DD0131
identification of each Patient whose PHI has been, or is reasonably believed to have been,
accessed, acquired, or Disclosed during any Breach of Privacy or Security.
(C) Business Associate shall cooperate with Covered Entity and shall provide that assistance as
Covered Entity may reasonably request so that Covered Entity may comply with any
obligations it may have to investigate,remediate,mitigate,report,and or otherwise notify third
parties of that Breach of Privacy or Security.
h. Arrangements with Subcontractors. Business Associate shall enter into a BAA with any
Subcontractor of Business Associate that creates, receives, maintains, or transmits PHI on behalf
of Business Associate, pursuant to which the Subcontractor shall agree to comply with the
applicable requirements of HIPAA and the same(or more stringent)restrictions and conditions that
apply to Business Associate with respect to that PHI pursuant to this BAA, and pursuant to which
Business Associate shall obtain satisfactory assurances that the Subcontractor shall appropriately
safeguard that PHI.
i. Individuals'Access to PHI.Business Associate shall make available PHI in a designated record set
as necessary to satisfy the requirements of 45 C.F.R. § 164.524.
j. Individuals' Request for Amendments to PHI. Business Associate shall incorporate amendments
to PHI as and to the extent required for compliance with 45 C.F.R. § 164.526.
k. Individuals' Requests for Accountings of Disclosures. Business Associate shall document
Disclosures of PHI and provide information sufficient to respond to a request by a Patient for an
Accounting of Disclosures in compliance with 45 C.F.R. § 164.528.
1. Other Obligations. To the extent that Business Associate is, pursuant to the Participation
Agreement or this BAA, responsible to carry out an obligation of Covered Entity under HIPAA,
Business Associate shall comply with the requirements of HIPAA that apply to Covered Entity in
the performance of that obligation.
in. Books and Records. Business Associate shall make its internal practices, books, and records
relating to the Use and Disclosure of PHI received from or created or received by Business
Associate on behalf of Covered Entity, available to the Secretary for purposes of determining
Covered Entity's or Business Associate's compliance under HIPAA.
II. Obligations of Covered Entity.
a. Notice of Change in Privacy Practices. Covered Entity shall notify Business Associate of any
limitation(s) in Covered Entity's Notice of Privacy Practices in accordance with 45 C.F.R.
§164.520, to the extent that that limitation may affect Business Associate's Use or Disclosure of
PHI, as soon as reasonably practicable, and in no case more than ten (10) business days after the
change to the notice of privacy practices containing such limitation.
b. Notice of Change in Permissions. Covered Entity shall notify Business Associate of any changes
in, or revocation of, permission by an individual to Use or Disclose PHI, to the extent that that
change may affect Business Associate's Use or Disclosure of PHI, as soon as reasonably
practicable, and in no case more than ten (10) business days after the date when Covered Entity
learns of the change in permissions.Business Associate shall abide by each change in,or revocation
of,permission described above in this clause(b).
C. Notice of Change in Use. Covered Entity shall notify Business Associate of any restriction to the
Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522,
to the extent that that restriction may affect Business Associate's Use or Disclosure of PHI,as soon
as reasonably practicable, and in no case more than ten (10) business days after the date when
Covered Entity learns of the restriction.Business Associate shall abide by each restriction described
above in this clause (c).
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d. Appropriate Requests. Covered Entity shall not request that Business Associate Use or Disclose
PHI in any manner that would not be permissible tinder HIPAA if done by Covered Entity.
III. Term and Termination.
a. Term. Subject to the other provisions of this Section 1V (Tenn and Termination), the term of this
BAA shall be coextensive with that of the Participation Agreement.
b. Breach Pattern of Practice. If a Party knows of a pattern of activity or practice by the other Patty
that constitutes a material breach or violation of its obligations under HIPAA or this BAA, such
Party shall notify the other Party of that breach. If such other Party is unsuccessful in curing that
breach within a reasonable time period specified by the notifying Patty, the notifying Party may
Lerninate this BAA and the Participation Agreement, if feasible, upon written notice to the other
Party.
c. Conduct Upon Tenmination. Upon termination or expiration of this BAA,Business Associate and
Covered Entity acknowledge that return or destruction of PHI is not feasible. Accordingly,
Business Associate shall extend the protections of this BAA, including Section 2(e) (Safeguards),
to any that PHI for so long as it is not destroyed,and limit further uses and Disclosures of that PHI
to those purposes that make the return or destruction not feasible,for as long as Business Associate
or any Subcontractor of Business Associate maintains that PHI. Upon the expiration of this period
of infeasibility, if any, Business Associate shall destroy all PHI that it has retained. if PHI is to be
destroyed pursuant to this Section 4(c)(Conduct Upon Termination)or pursuant to the Participation
Agreement, Business Associate shall certify in writing to Covered Entity that that PHI has been
destroyed.
IV. Relationship to Participation Agreement. In the event that a provision of this BAA is contrary to a
provision of the Participation Agreement pertaining to Business Associate's performance of its
obligations as a business associate, the provisions of BAA shall control.
V. Cooperation. The Parties acknowledge that certain breaches or violations of this BAA may result in
litigation or investigations pursued by federal or state governmental authorities of the United States
resulting in civil liability or criminal penalties. Each Party shall cooperate in good faith in all respects
with the other Party in connection with any request by a federal or state governmental authority for
additional information and documents or any governmental investigation, complaint, action or other
inquiry.
VI. Amendment. The Parties agree to take that action from time to time as is necessary to amend this
BAA for Covered Entity and Business Associate to comply with HIPAA or other applicable law. The
Parties agree that this BAA may only be modified by mutual written amendment,signed by both Parties,
effective on the date set forth in the amendment.
VII. Interpretation.Any ambiguity in this BAA shall be interpreted to permit compliance with HIPAA.
In witness whereof,Covered Entity and Business Associate have entered into this BAA as of the Effective
Date.
Signed by:
Business Associat�� , —,ba ,eZ Covered Entity
7DAABC41C6834500— O
By: By:
Name: Erica Galvez Name: Nathan Magsig
Title: CEO Title: Chairman of the Board of Supervisors
Date: 1110112024 Date:
ATTEST:
28 BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,
By*Q-�SeCvv
eputy
Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
Exhibit 5
U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND
TERMS AND CONDITIONS
1. Use of Funds.
a) Contractor understands and agrees that the funds disbursed under this award may only be
used in compliance with section 603(c) of the Social Security Act (the Act), Treasury's
regulations implementing that section, and guidance issued by Treasury regarding the
foregoing.
b) Contractor will determine prior to engaging in any project using this assistance that it has
the institutional, managerial, and financial capability to ensure proper planning,
management, and completion of such project.
2. Maintenance of and Access to Records.
a) Contractor shall maintain records and financial documents sufficient to evidence
compliance with section 603(c) of the Act, Treasury's regulations implementing that section,
and guidance issued by Treasury regarding the foregoing.
b) The Treasury Office of Inspector General and the Government Accountability Office, or
their authorized representatives, shall have the right of access to records (electronic and
otherwise) of Contractor in order to conduct audits or other investigations.
c) Records shall be maintained by Contractor for a period of five (5) years after all funds have
been expended or returned to Treasury, whichever is later.
3. Compliance with Applicable Law and Regulations.
a) Contractor agrees to comply with the requirements of section 602 of the Act, regulations
adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by
Treasury regarding the foregoing. Contractor also agrees to comply with all other applicable
federal statutes, regulations, and executive orders, and Contractor shall provide for such
compliance by other parties in any agreements it enters into with other parties relating to
this award.
b) Federal regulations applicable to this award include, without limitation, the following:
1
Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
Exhibit 5
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may
determine are inapplicable to this Award and subject to such exceptions as may be
otherwise provided by Treasury. Subpart F -Audit Requirements of the Uniform
Guidance, implementing the Single Audit Act, shall apply to this award.
ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25,
pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is
hereby incorporated by reference.
iii. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension
(Non procurement), 2 C.F.R. Part 180, including the requirement to include a term or
condition in all lower tier covered transactions (contracts and subcontracts
described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part
180 and Treasury's implementing regulation at 31 C.F.R. Part 19.
iv. Contractor Integrity and Performance Matters, pursuant to which the award term set
forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by
reference.
V. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.
vi. New Restrictions on Lobbying, 31 C.F.R. Part 21.
vii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42
viii. U.S.C. §§4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations.
c) Statutes and regulations prohibiting discrimination applicable to this agreement include,
without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's
ii. implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the
basis of race, color, or national origin under programs or activities receiving federal
financial assistance;
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Exhibit 5
iii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et
seq.), which prohibits discrimination in housing on the basis of race, color,
iv. religion, national origin, sex, familial status, or disability;
V. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which
prohibits discrimination on the basis of disability under any program or activity
receiving federal financial assistance;
vi. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and
Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit
discrimination on the basis of age in programs or activities receiving federal
financial assistance; and
vii. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§
12101 et seq.), which prohibits discrimination on the basis of disability under
programs, activities, and services provided or made available by state and local
governments or instrumentalities or agencies thereto.
4. Hatch Act. Contractor agrees to comply, as applicable, with requirements of the Hatch Act
(5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local
government employees whose principal employment is in connection with an activity financed in
whole or in part by this federal assistance.
5. False Statements. Contractor understands that making false statements or claims in
connection with this agreement is a violation of federal law and may result in criminal, civil, or
administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment
from participating in federal awards or contracts, and/or any other remedy available by law.
6. Publications. Any publications produced with funds from this agreement must display the
following language: "This project [is being] [was] supported, in whole or in part, by federal award
number SLFRP 3678 awarded to County of Fresno by the U.S. Department of the Treasury."
7. Debts Owed the Federal Government.
3
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Exhibit 5
a) Any funds paid to Contractor(1) in excess of the amount to which Contractor is finally
determined to be authorized to retain under the terms of this award; (2) that are determined
by the Treasury Office of Inspector General to have been misused; or (3) that are
determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e)
and 603(b)(2)(D) of the Act and have not been repaid by Contractor shall constitute a debt
to the federal government.
b) Any debts determined to be owed the federal government must be paid promptly by
Contractor. A debt is delinquent if it has not been paid by the date specified in Treasury's
initial written demand for payment, unless other satisfactory arrangements have been made
or if the Contractor knowingly or improperly retains funds that are a debt as defined in
paragraph 14(a). Treasury will take any actions available to it to collect such a debt.
8. Disclaimer.
a) The United States expressly disclaims any and all responsibility or liability to Contractor or
third persons for the actions of Contractor or third persons resulting in death, bodily injury,
property damages, or any other losses resulting in any way from the performance of this
award or any contract, or subcontract under this award.
b) The execution of this agreement by Contractor does not in any way establish an agency
relationship between the United States and Contractor.
9. Protections for Whistleblowers.
a) In accordance with 41 U.S.C. §4712, Contractor may not discharge, demote, or otherwise
discriminate against an employee in reprisal for disclosing to any of the list of persons or
entities provided below, information that the employee reasonably believes is evidence of
gross mismanagement of a federal contract or grant, a gross waste of federal funds, an
abuse of authority relating to a federal contract or grant, a substantial and specific danger to
public health or safety, or a violation of law, rule, or regulation related to a federal contract
(including the competition for or negotiation of a contract) or grant.
b) The list of persons and entities referenced in the paragraph above includes the following:
4
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Exhibit 5
i. A member of Congress or a representative of a committee of Congress;
ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
V. An authorized official of the Department of Justice or other law enforcement
agency;
vi. A court or grand jury; or
vii. A management official or other employee of Contractor, contractor, or subcontractor
who has the responsibility to investigate, discover, or address misconduct.
c) Contractor shall inform its employees in writing of the rights and remedies provided under
this section, in the predominant native language of the workforce.
10. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR
19217 (Apr. 18, 1997), Contractor should adopt and enforce on-the-job seat belt policies and
programs for their employees when operating company-owned, rented or personally owned
vehicles.
11. Reducinq Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225
(Oct. 6, 2009), Contractor should encourage its employees, and subcontractors to adopt and
enforce policies that ban text messaging while driving, and Contractor should establish workplace
safety policies to decrease accidents caused by distracted drivers.
12. Title VI of the Civil Rights Act of 1964. The sub-grantee, contractor, subcontractor,
successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which
prohibits Contractors of federal financial assistance from excluding from a program or activity,
denying benefits of, or otherwise discriminating against a person on the basis of race, color, or
national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's
Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part
of this contract (or agreement). Title VI also includes protection to persons with "Limited English
5
Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
Exhibit 5
Proficiency" in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et
seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22,
and herein incorporated by reference and made a part of this contract or agreement.
6
Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
Exhibit 6
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno("County"),members of a contractor's
board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3)and(4).
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Docusign Envelope ID: 17CA6E55-28OD-4BEE-8D36-AE1E4B1DDOB1
Exhibit 6
(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:
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