HomeMy WebLinkAboutAgreement A-25-126 with Kaweah Health STEMI.pdf Agreement No. 25-126
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated April 8, 2025 and is between
3 Kaweah Delta Health Care District dba Kaweah Health, a local health care district organized
4 and existing under the laws of the State of California, Health and Safety Code §§ 32000 et seq.
5 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
6 ("County").
7 A. County's Department of Public Health is the designated Local Emergency Medical
8 Services (EMS) Agency ("EMS Agency") for the Counties of Fresno, Kings, Madera, and Tulare,
9 as provided in Health and Safety Code section 1797.200, and is identified by the name Central
10 California EMS Agency. The EMS Agency desires the highest quality of care by directing ST
11 Elevation Myocardial Infarction (STEMI) patients to facilities qualified to meet STEMI Receiving
12 Center standards.
13 B. The EMS Agency has implemented a STEMI Critical Care System Plan, whereby a
14 medical facility capable of providing STEMI care applies for and is designated a STEMI
15 Receiving Center (SRC), pursuant to Title 22, Division 9, Chapter 7.1 of the California Code of
16 Regulations, entitled "ST-Elevation Myocardial Infarction Critical Care System" (CCR §§
17 100270.101-127; hereinafter referred to as the "STEMI Regulations").
18 C. County is the entity through which the EMS Agency enters into an agreement
19 concerning emergency medical services, including STEMI care services.
20 D. The EMS Agency seeks to designate Contractor as a STEMI Receiving Center pursuant
21 to Section 1797.204 of the Health and Safety Code, STEMI Regulations, and the STEMI Critical
22 Care System Plan approved by the California EMS Authority.
23 E. Contractor represents that they will maintain and operate a qualifying SRC, in
24 accordance with the STEMI Regulations and County's policies and procedures, and is
25 agreeable to such designation by the EMS Agency subject to the terms and conditions provided
26 in this Agreement.
27 The parties therefore agree as follows:
28
1
1 Article 1
2 EMS System/Designation of Contractor
3 A. The parties acknowledge and agree that the EMS Agency has the authority to plan,
4 implement and evaluate an emergency medical services system in Fresno, Kings, Madera, and
5 Tulare Counties pursuant to Health and Safety Codes 1797.200 and 1797.204.
6 B. The parties acknowledge and agree that the EMS Agency has the authority to implement
7 and update a STEMI Critical Care System for the EMS System, including the authority to
8 designate a STEMI Receiving Center for the EMS System, pursuant to STEMI Regulations.
9 C. The parties acknowledge and agree that the EMS Agency Medical Director (including his
10 or her Assistant Medical Directors) of the EMS Agency has the authority of medical control of
11 the EMS System, including the STEMI Critical Care System, and the authority to assure medical
12 accountability through the planning, implementation, and evaluation of the EMS System,
13 including the STEMI Critical Care System, set forth in Health and Safety Code section
14 1797.202.
15 D. The parties acknowledge and agree that the service area for the STEMI Receiving
16 Centers operated by Contractor is Fresno, Kings, Madera, and Tulare Counties.
17 E. Contractor acknowledges and agrees that neither the County nor the EMS Agency
18 makes any representation, warranty or guarantee, and cannot and do not assure Contractor that
19 any minimum number of STEMI patients will be delivered or referred to Contractor.
20 F. Contractor acknowledges and agrees that the EMS Agency's designation of Contractor
21 as a STEMI Receiving Center for the EMS System is made on a non-exclusive basis, and that
22 the EMS Agency reserves the right to designate any other qualifying hospitals, at any time, as a
23 STEMI Receiving Center.
24 Article 2
25 Contractor's Services
26 2.1 Scope of Services. The Contractor shall perform all of the services provided in
27 Exhibit A to this Agreement, titled "Scope of Services."
28 2.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2
1 able to perform all of the services provided in this Agreement.
2 2.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
3 applicable federal, state, and local laws and regulations in the performance of its obligations
4 under this Agreement, including but not limited to workers compensation, labor, and
5 confidentiality laws and regulations.
6 Article 3
7 County's Responsibilities
8 3.1 The County shall, at its own expense, at all times during the term of this Agreement
9 cause and/or request the EMS Agency to:
10 A. Develop, implement, and monitor STEMI Critical Care System policies and
11 procedures.
12 B. Meet and consult with Contractor prior to the adoption of any policies or
13 procedures that concern the administration of the STEMI Care System, or the triage, transport,
14 and treatment of STEMI patients.
15 C. Provide appropriate information and data to Contractor on the STEMI Critical
16 Care System.
17 D. Perform periodic site visits to the facility of Contractor for the purpose of
18 monitoring Contractor's performance under and compliance with this Agreement. Site visits shall
19 not unnecessarily interrupt Contractor or Contractor's personnel.
20 E. Strive to optimize the overall effectiveness of the STEMI Care System and
21 employ continuous quality improvement strategies and collaboration with stakeholders
22 F. Perform all other obligations of County under this Agreement.
23 Article 4
24 No Monetary Compensation
25 4.1 Contractor's STEMI Receiving Center functions, services, and activities conducted
26 pursuant to the terms and conditions of this Agreement shall be performed without the payment
27 of any monetary compensation by County or EMS Agency to Contractor. County or EMS
28 Agency shall not be liable for any costs or expenses incurred by Contractor to satisfy its
3
1 obligations under this Agreement.
2 4.2 The Parties acknowledge and agree that their respective covenants made to the
3 other party and benefits received from the other party under this Agreement shall form the basis
4 of the consideration exchanged between them under this Agreement.
5 Article 5
6 Term of Agreement
7 5.1 Term. This Agreement is effective on the date that the parties sign this Agreement
8 and terminates June 30, 2027, except as provided in section 5.2, "Extension," or Article 7,
9 "Termination and Suspension," below.
10 5.2 Extension. The term of this Agreement shall automatically be extended for an
11 unlimited number of one (1) year extensions upon the same terms and conditions herein set
12 forth, unless written notice of non-renewal is given by either of the parties to the other party no
13 later than 30 days prior to the expiration of the then-current term of this Agreement. The
14 extension of this Agreement by the County is not a waiver or compromise of any default or
15 breach of this Agreement by the Contractor existing at the time of the extension whether or not
16 known to the County.
17 Article 6
18 Notices
19 6.1 Contact Information. The persons and their addresses having authority to give and
20 receive notices provided for or permitted under this Agreement include the following:
21
For the County:
22 EMS Director
County of Fresno
23 PO Box 11867
Fresno, CA 93775
24 CCEMSA@fresnocountyca.gov
25 For the Contractor:
Chief Nursing Officer
26 Kaweah Delta Health Care District dba Kaweah Health
400 West Mineral King
27 Visalia, CA 93291
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6.2 Change of Contact Information. Either party may change the information in section
4
1 6.1 by giving notice as provided in section 6.3.
2 6.3 Method of Delivery. Each notice between the EMS Agency and the Contractor
3 provided for or permitted under this Agreement must be in writing, state that it is a notice
4 provided under this Agreement, and be delivered either by personal service, by first-class
5 United States mail, by an overnight commercial courier service, by telephonic facsimile
6 transmission, or by Portable Document Format (PDF) document attached to an email.
7 (A) A notice delivered by personal service is effective upon service to the recipient.
8 (B) A notice delivered by first-class United States mail is effective three County
9 business days after deposit in the United States mail, postage prepaid, addressed to the
10 recipient.
11 (C)A notice delivered by an overnight commercial courier service is effective one
12 County business day after deposit with the overnight commercial courier service,
13 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
14 the recipient.
15 (D)A notice delivered by telephonic facsimile transmission or by PDF document
16 attached to an email is effective when transmission to the recipient is completed (but, if
17 such transmission is completed outside of County business hours, then such delivery is
18 deemed to be effective at the next beginning of a County business day), provided that
19 the sender maintains a machine record of the completed transmission.
20 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
21 nothing in this Agreement establishes, waives, or modifies any claims presentation
22 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
23 of Title 1 of the Government Code, beginning with section 810).
24 Article 7
25 Termination and Suspension
26 7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
27 contingent on the approval of funds by the appropriating government agency. If sufficient funds
28 are not allocated, then the County, upon at least 30 days' advance written notice to the
5
1 Contractor, may:
2 (A) Modify the services provided by the Contractor under this Agreement; or
3 (B) Terminate this Agreement.
4 7.2 Termination for Breach.
5 (A) Upon determining that a breach (as defined in paragraph (C) below) has
6 occurred, the County may give written notice of the breach to the Contractor. The written
7 notice may suspend performance under this Agreement, and must provide at least 30
8 days for the Contractor to cure the breach.
9 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
10 time stated in the written notice, the County may terminate this Agreement immediately.
11 (C) For purposes of this section, a breach occurs when, in the determination of the
12 County, the Contractor has:
13 (1) Obtained or used funds illegally or improperly;
14 (2) Failed to comply with any part of this Agreement;
15 (3) Submitted a substantially incorrect or incomplete report to the County; or
16 (4) Improperly performed any of its obligations under this Agreement.
17 7.3 Termination without Cause. In circumstances other than those set forth above,
18 either party may terminate this Agreement by giving at least 30 days advance written notice to
19 the other party.
20 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
21 under this Article 7 is without penalty to or further obligation of the County.
22 Article 8
23 Independent Contractor
24 8.1 Status. In performing under this Agreement, the Contractor, including its officers,
25 agents, employees, and volunteers, is at all times acting and performing as an independent
26 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
27 venturer, partner, or associate of the County.
28 8.2 Verifying Performance. The County or EMS agency has no right to control,
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1 supervise, or direct the manner or method of the Contractor's performance under this
2 Agreement, but the EMS agency may verify that the Contractor is performing according to the
3 terms of this Agreement.
4 8.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall hold the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 8.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 9
13 Indemnity and Defense
14 9.1 Contractor Indemnity. The Contractor shall indemnify and hold harmless and
15 defend the County (including its officers, agents, employees, and volunteers) against all claims,
16 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
17 penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise
18 from or relate to the performance or failure to perform by the Contractor (or any of its officers,
19 agents, subcontractors, or employees) under this Agreement. The County may conduct or
20 participate in its own defense without affecting the Contractor's obligation to indemnify and hold
21 harmless or defend the County.
22 9.2 County Indemnity. The County shall indemnify and hold harmless and defend the
23 Contractor (including its officers, agents, employees, and volunteers) against all claims,
24 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
25 penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise
26 from or relate to the performance or failure to perform by the County (or any of its officers,
27 agents, subcontractors, or employees) under this Agreement. The Contractor may conduct or
28 participate in its own defense without affecting the County's obligation to indemnify and hold
7
1 harmless or defend the Contractor.
2 9.3 Survival. This Article 9 survives the termination of this Agreement.
3 Article 10
4 Insurance
5 10.1 The Contractor shall comply with all the insurance requirements in Exhibit B to this
6 Agreement.
7 Article 11
8 Health Insurance Portability and Accountability Act
9 11.1 County and Contractor each consider and represent themselves as covered entities
10 as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law
11 104-191 (HIPAA) and agree to use and disclose protected health information as required by
12 law.
13 County and Contractor acknowledge that the exchange of protected health
14 information between them is only for treatment, payment, and health care operations.
15 County and Contractor intend to protect the privacy and provide for the security of
16 Protected Health Information (PHI) pursuant to the Agreement in compliance with HIPAA, the
17 Health Information Technology for Economic and Clinical Health Act, Public Law 111-005
18 (HITECH), and regulations promulgated thereunder by the U.S. Department of Health and
19 Human Services (HIPAA Regulations) and other applicable laws.
20 As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require
21 Contractor to enter into a contract containing specific requirements prior to the disclosure of
22 PHI, as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e)
23 of the Code of Federal Regulations (CFR).
24 Article 12
25 Licenses and Certificates
26 12.1 Contractor shall, at its own cost, throughout the term of this Agreement, maintain all
27 necessary licenses, permits, and certificates necessary for the provision of services hereunder
28 rand now or hereafter required by Federal, State, and local laws and regulations, the EMS
8
1 Agency and any other applicable government agencies. This shall include, but not be limited to:
2 1) being licensed as a general acute care hospital, and 2) holding a special permit for basic or
3 comprehensive emergency services.
4 Article 13
5 Inspections, Audits, and Public Records
6 13.1 Inspection of Documents. The Contractor shall make available to the County, and
7 the County may examine at any time during business hours and as often as the County deems
8 necessary, all of the Contractor's records and data with respect to the matters covered by this
9 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
10 request by the County, permit the County to audit and inspect all of such records and data with
11 respect to the matters covered by this Agreement to ensure the Contractor's compliance with
12 the terms of this Agreement.
13 13.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement. At the time of Service Agreement execution, there is no known compensation
18 and/or reimbursement for Contractor's performance and matters covered by this Agreement.
19 13.3 Public Records. The County is not limited in any manner with respect to its public
20 disclosure of this Agreement or any record or data that the Contractor may provide to the
21 County. The County's public disclosure of this Agreement or any record or data that the
22 Contractor may provide to the County may include but is not limited to the following:
23 (A) The County may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental
25 agency.
26 (B) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose to the public or such governmental agency any record or
28 data that the Contractor may provide to the County, unless such disclosure is prohibited
9
1 by any law or regulation contained in Article 11 above and/or a court order.
2 (C)This Agreement, and any record or data that the Contractor may provide to the
3 County, is subject to public disclosure under the Ralph M. Brown Act (California
4 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
5 (D)This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as a public record under the California Public
7 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
8 with section 6250) ("CPRA").
9 (E) This Agreement, and any record or data that the Contractor may provide to the
10 County, is subject to public disclosure as information concerning the conduct of the
11 people's business of the State of California under California Constitution, Article 1,
12 section 3, subdivision (b).
13 (F) Any marking of confidentiality or restricted access upon or otherwise made with
14 respect to any record or data that the Contractor may provide to the County shall be
15 disregarded and have no effect on the County's right or duty to disclose to the public or
16 governmental agency any such record or data.
17 13.4 Public Records Act Requests. If the County receives a written or oral request
18 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
19 and which the County has a right, under any provision of this Agreement or applicable law, to
20 possess or control, then the County may demand, in writing, that the Contractor deliver to the
21 County, for purposes of public disclosure, the requested records that may be in the possession
22 or control of the Contractor. Within five (5) business days after the County's demand, the
23 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
24 possession or control, together with a written statement that the Contractor, after conducting a
25 diligent search, has produced all requested records that are in the Contractor's possession or
26 control, or(b) provide to the County a written statement that the Contractor, after conducting a
27 diligent search, does not possess or control any of the requested records. The Contractor shall
28 cooperate with the County with respect to any County demand for such records. If the
10
1 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
2 CPRA or other applicable law, it must deliver the record or data to the County and assert the
3 exemption by citation to specific legal authority within the written statement that it provides to
4 the County under this section. The Contractor's assertion of any exemption from disclosure is
5 not binding on the County, but the County will give at least ten (10) days' advance written notice
6 to the Contractor before disclosing any record subject to the Contractor's assertion of exemption
7 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
8 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
9 failure to produce any such records, or failure to cooperate with the County with respect to any
10 County demand for any such records.
11 Article 14
12 Records/Reports
13 14.1 As required by California Code of Regulations Title 22 Division 9 Chapter 7.1,
14 Contractor shall develop and maintain a STEMI Registry Program (e.g. NCDR Cath PCI
15 Registry) which is approved by the EMS Agency. The STEMI Registry Program shall include all
16 appropriate STEMI patient information and "hospital data" (as that term is defined in ST-
17 Elevation MI Critical Care System Regulations, section 1000270.126(e), and EMS Policy #323 —
18 STEMI Critical Care System Monitoring/Data Management). All such records shall be complete
19 and accurate. The EMS Agency shall have access to all such records upon request. Contractor
20 shall provide STEMI registry data and/or reports to the EMS Agency upon request and/or on a
21 regularly scheduled timetable such as monthly, quarterly, or annually, which will be agreed upon
22 between the EMS Agency and Contractor. In the event that the EMS Agency develops the
23 capability to directly access and retrieve STEMI registry records through computer technology,
24 Contractor shall, at no cost to the EMS Agency, assist the EMS Agency in achieving such
25 access and retrieval of Contractor's STEMI Registry Program through such means.
26 Article 15
27 Confidentiality and Data Security
28 15.1 Contractor shall adhere to all data protection requirements laid out in Exhibit C of this
11
1 Agreement.
2 General Terms
3 15.2 Modification. Except as provided in Article 7, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 15.3 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 15.4 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 15.5 Jurisdiction and Venue. This Agreement is signed and performed in Tulare County,
12 California. Contractor consents to California jurisdiction for actions arising from or related to this
13 Agreement, and, subject to the Government Claims Act, all such actions must be brought and
14 maintained in Tulare County.
15 15.6 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 15.7 Days. Unless otherwise specified, "days" means calendar days.
20 15.8 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 15.9 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 15.10 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
12
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 15.11 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 15.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 15.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 15.14 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 15.15 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 15.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
KAWEAH HEALTH CARE DISTRICT DBA COUNTY OF FRESNO
3 KAWEAH HEALTH
4
5
Gary Herb , Chie cutive Officer Ernest Buddy Men , Chairman of the
6 Board of Supervisors of the County of Fresno
7 f Attest:
Bernice E. Seidel
8 Secretary(of Corp o atio , any Assistant Clerk of the Board of Supervisors
Secretary, Chief Financial Officer, or any County of Fresno. State of California
g Assistant Treasurer
10 _�, By:_e ipu�
11
ljowC
rint ame and Title
12
13 For accounting use only:
14 Org No.: 56201695
Fund No.: 0001
15 Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 1. Responsibilities of the Contractor
3 Contractor shall, at its own expense, at all times during the term of this
4 Agreement:
5
A. Operate and function as a STEMI Receiving Center for all patients
6
presenting at facility of Contractor, regardless of their ability to pay.
7
B. Provide and maintain the following as required to provide STEMI center
8
services as a STEMI Receiving Center under this agreement:
9
i. All Facilities and resources, including, but not limited to, all
10
necessary utilities, supplies, equipment and furniture; and
11
ii. All physician, nurse and other professional personnel, and such
12
technical, administrative, allied and supportive paramedic personnel
13
and other such personnel. In this regard, Contractor specifically
14
covenants that they will at all times comply with, STEMI Regulations
15
section 100270.124 (entitled, "STEMI Receiving Center
16
Requirements"), incorporated herein by reference.
17
C. Take all necessary action to maintain the designation as a STEMI
18
Receiving Center in accordance with the STEMI Regulations, and the EMS Agency Policies and
19
Procedures now in effect, or which may hereafter come into effect, all of which are incorporated
20
herein by reference.
21
D. Provide STEMI care services as a STEMI Receiving Center in
22
accordance with all Federal, State, and local laws, and regulations now in effect, or which may
23 hereafter come into effect (including, but not limited to, STEMI Regulations), all of which are
24
incorporated by reference.
25
E. Comply with all EMS Agency Policies and Procedures now in effect, or
26
which may hereafter come into effect, including, but not limited to, those policies related to
27 STEMI care (EMS Agency Policies #311 — Base Hospital Criteria, #320 — STEMI Critical Care
28 System Overview, #321 — STEMI Receiving Center and STEMI Referring Hospital Standards,
A-1
Exhibit A
1
#322 — STEMI Receiving Center and STEMI Referring Hospital Designation, and #323 — STEMI
2
Critical Care System Monitoring/Data Management) and with the EMS Systems' continuous
3
quality improvement process requirements now in effect or which may hereafter come into effect
4
(EMS Agency Policies #703 — Continuous Quality Improvement and #704 — Quality
5 Improvement, pursuant to STEMI Regulations, Section 100270.127, entitled "Quality
6
Improvement and Evaluation Process"), all of which can be found at www.CCEMSL,.- or upon
7
request to the EMS Agency.
8
F. Notify the EMS Agency, in writing, within 24 hours of any failure to meet
9
STEMI Receiving Center Standards, and take corrective action within a reasonable period of
10
time to correct the failure.
11
G. Immediately notify the EMS Agency of any circumstances that will prevent
12
Contractor from providing STEMI Receiving Center Services.
13
H. Comply with any EMS Agency plan of correction, regarding any identified
14
failure to meet STEMI Receiving Center Standards, within the timeframes established by the
15 EMS Agency.
16
I. Actively and cooperatively participate as a member of the STEMI Critical
17
Care Committee, and such other related committees that may, from time to time, be named and
18
organized by the EMS Agency.
19
J. Develop and/or conduct periodic instructional and educational programs
20 for the benefits of the hospitals and pre-hospital care personnel through the EMS System that
21
are related to pre-hospital and in-hospital STEMI care for patients.
22
K. Provide and maintain radio and communications equipment in
23
Contractor's facility for communications with pre-hospital ambulance providers and hospitals
24
throughout the EMS region.
25
L. Maintain and submit STEMI data to the EMS Agency on a regular basis,
26 in accordance with CCR 100270.126, and as requested by the EMS Agency. Contractor shall,
27
at a minimum, collect and maintain the data specified by the EMS Agency policy and procedure.
28 M. Perform all other obligations of a Contractor under this Agreement.
A-2
Exhibit B
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the other party or any third
parties, the parties agree, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
B-1
Exhibit B
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit C
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi)funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
Contractor may satisfy the Commercial General Liability and Professional Liability requirements
above through a program of self-insurance, including an insurance pooling arrangement or joint
exercise of powers agreement, as referenced in Exhibit D
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor 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(a-)-fresnocountyca.gov, certificates of insurance and endorsements for all
of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, 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 the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
B-2
Exhibit B
(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) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) 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 and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
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Exhibit B
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
B-4
Exhibit C
Confidentiality and Data Security
1. Definitions
Capitalized terms used in this Exhibit C have the meanings set forth in this section 1.
a. "Authorized Employees" means the Contractor's employees who have access to
Personal Information or Privileged Information.
b. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit C.
c. "Director" means the County's Director Internal Services/Chief Information officer or
their designee.
d. "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
e. "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
f. "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
g. "Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit C.
h. "Privileged Information" means any and all information, including any data, provided,
or to which access is provided, to the Contractor by or upon the authorization of the
County or any attorney of the County, under this agreement, including but not limited to
any or all of the following: (i) records pertaining to pending litigation to which the County
is party, or to claims made pursuant to the Government Claims Act (Gov. Code, Tit. 1,
C-1
Exhibit C
Div. 3.6, beginning with section 810), until the pending litigation or claim has been finally
adjudicated or otherwise settled, which are exempt from disclosure under Government
Code section 6254, subdivision (b); (ii) any information that is subject to the attorney-
client privilege, which includes but is not limited to a "confidential communication
between client and lawyer," as that term is defined in Evidence Code section 952, where
the County is the client and any attorney of the County is the lawyer, and the Contractor
may be serving as a representative of the County, as an intermediate representative for
communication between the County and any attorney of the County, or both; or (iii) both
(i) and (ii).
For purposes of a "confidential communication between client and lawyer" under this
Agreement, the Contractor is presumed to be present to further the interest of the
County in its consultation with an attorney of the County, reasonably necessary for the
transmission of the information or the accomplishment of the purpose for which the
attorney of the County is consulted, or both.
The Contractor acknowledges that the attorney-client privilege protecting Privileged
Information belongs to the County and may only be waived by the County's Board of
Supervisors, and may not be waived by any other County official. The Contractor has no
right or authority to waive the attorney-client privilege that belongs to the County.
i. "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit C.
j. "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
k. "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
a. The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information and Privileged Information only as permitted in this Agreement.
b. The Contractor acknowledges that Personal Information and Privileged Information is
deemed to be confidential information of, or owned by, the County (or persons from
whom the County receives or has received Personal Information) and is not confidential
information of, or owned or by, the Contractor, or any Authorized Persons. The
Contractor further acknowledges that all right, title, and interest in or to the Personal
Information or the Privileged Information remains in the County (or persons from whom
the County receives or has received Personal Information or Privileged Information)
C-2
Exhibit C
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information or that Privileged Information.
c. The Contractor agrees and covenants in favor of the Country that the Contractor shall:
i. keep and maintain all Personal Information and all Privileged Information in strict
confidence, using such degree of care under this section 2 as is reasonable and
appropriate to avoid a Security Breach;
ii. Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit C;
iii. Use Privileged Information exclusively for the purposes for which the Privileged
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit C;
iv. not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information or Privileged Information for the Contractor's own purposes or for the
benefit of anyone other than the County, without the County's express prior
written consent, which the County may give or withhold in its sole and absolute
discretion;
V. not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the express prior written consent the Director; and
vi. not, directly or indirectly, Disclose Privileged Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the express prior written consent of the County's Board of
Supervisors.
d. Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information or Privileged
Information to government regulatory authorities, or pursuant to a legal proceeding, or
otherwise as may be required by applicable law, Contractor shall (i) immediately notify
the County of the specific demand for, and legal authority for the disclosure, including
providing County with a copy of any notice, discovery demand, subpoena, or order, as
applicable, received by the Contractor, or any Authorized Person, from any government
regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the
County before such Personal Information is offered by the Contractor for such disclosure
so that the County may have sufficient time to obtain a court order or take any other
action the County may deem necessary to protect the Personal Information or the
Privileged Information from such disclosure, and the Contractor shall cooperate with the
County to minimize the scope of such disclosure of such Personal Information or
Privileged Information.
e. The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information or Privileged
Information as if they were the Contractor's own actions and omissions.
C-3
Exhibit C
3. Information Security
a. The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information and Privileged Information under this Agreement does and
will at all times comply with all applicable federal, state, and local, privacy and data
protection laws, as well as all other applicable regulations and directives, including but
not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section
1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division
3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit or
other payment cardholder information, the Contractor shall at all times remain in
compliance with the Payment Card Industry Data Security Standard ("PCI DSS")
requirements, including remaining aware at all times of changes to the PCI DSS and
promptly implementing and maintaining all procedures and practices as may be
necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's
sole cost and expense.
b. The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
c. Without limiting the Contractor's obligations under section 3(A) of this Exhibit C, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
i. limiting Use of Personal Information and Privileged Information strictly to the
Contractor's and Authorized Persons' personnel, including technical and
administrative personnel, who are necessary for the Contractor's or Authorized
Persons' Use of the Personal Information or Privileged pursuant to this
Agreement;
ii. ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
iii. to the extent that they contain or provide access to Personal Information or
Privileged Information, (a) securing business facilities, data centers, paper files,
servers, back-up systems and computing equipment, operating systems, and
software applications, including, but not limited to, all mobile devices and other
equipment, operating systems, and software applications with information
storage capability; (b) employing adequate controls and data security measures,
both internally and externally, to protect (1) the Personal Information and the
Privileged Information from potential loss or misappropriation, or unauthorized
Use, and (2) the County's operations from disruption and abuse; (c) having and
maintaining network, device application, database and platform security; (d)
maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing and
maintaining in all mobile, wireless, or handheld devices a secure internet
C-4
Exhibit C
connection, having continuously updated anti-virus software protection and a
remote wipe feature always enabled, all of which is subject to express prior
written consent of the Director;
iv. encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher when Personal Information is (a)
stored on any mobile devices, including but not limited to hard disks, portable
storage devices, or remote installation, or (b) transmitted over public or wireless
networks (the encrypted Personal Information must be subject to password or
pass phrase, and be stored on a secure server and transferred by means of a
Virtual Private Network (VPN) connection, or another type of secure connection,
all of which is subject to express prior written consent of the Director);
V. strictly segregating Personal Information and Privileged Information from all other
information of the Contractor, including any Authorized Person, or anyone with
whom the Contractor or any Authorized Person deals so that Personal
Information and Privileged Information is not commingled with any other types of
information;
vi. having a patch management process including installation of all operating system
and software vendor security patches;
vii. maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
viii. providing appropriate privacy and information security training to Authorized
Employees.
d. During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit C. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information or Privileged Information by any
Authorized Employee.
e. The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information and Privileged
Information received from the County, and the County shall have immediate, real time
access, at all times, to such backups via a secure, remote access connection provided
by the Contractor, through the Internet.
f. The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
g. The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
C-5
Exhibit C
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
a. Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the
following email address: (559) 600-5900 / incidents@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information, Privileged Information, or both, that has been, or is
reasonably believed to have been, breached, including but not limited to, compromised,
or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction,
corruption, or damage.
b. Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit C, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
i. assisting the County in conducting any investigation;
ii. providing the County with physical access to the facilities and operations
affected;
iii. facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
iv. making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
c. County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit C, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
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Exhibit C
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
d. The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit C.
e. The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, Privileged
Information, or both, including the rights of persons from whom the County receives
Personal Information.
5. Oversight of Security Compliance
a. The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
b. Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit C, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information and Privileged Information that is Used by the Contractor pursuant
to this Agreement. The Contractor shall fully cooperate with such assessment, audit or
examination, as applicable, by providing the County or the third party on the County's
behalf, access to all Authorized Employees and other knowledgeable personnel,
physical premises, documentation, infrastructure and application software that is Used
by the Contractor for Personal Information, Privileged Information, or both, pursuant to
this Agreement. In addition, the Contractor shall provide the County with the results of
any audit by or on behalf of the Contractor that assesses the effectiveness of the
Contractor's information security program as relevant to the security and confidentiality
of Personal Information Used by the Contractor or Authorized Persons during the course
of this Agreement under this Exhibit C.
c. The Contractor shall ensure that all Authorized Persons who Use Personal Information,
Privileged Information, or both, agree to the same restrictions and conditions in this
Exhibit C. that apply to the Contractor with respect to such Personal Information and
Privileged Information by incorporating the relevant provisions of this Exhibit C into a
valid and binding written agreement between the Contractor and such Authorized
Persons, or amending any written agreements to provide same.
C-7
Exhibit C
6. Return or Destruction of Personal Information. Upon the termination of this
Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to
the County all Personal Information and all Privileged Information, whether in written, electronic
or other form or media, in its possession or the possession of such Authorized Persons, in a
machine readable form used by the County at the time of such return, or upon the express prior
written consent of the Director, securely destroy all such Personal Information and all Privileged
Information, and certify in writing to the County that such Personal Information and Privileged
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information or Privileged Information,
as provided in this Exhibit C, such certification shall state the date, time, and manner (including
standard) of disposal and by whom, specifying the title of the individual. The Contractor shall
comply with all reasonable directions provided by the Director with respect to the return or
disposal of Personal Information and Privileged Information and copies of Personal Information
and Privileged Information. If return or disposal of such Personal Information or Privileged
Information, or copies of Personal Information or Privileged Information, is not feasible, the
Contractor shall notify the County according, specifying the reason, and continue to extend the
protections of this Exhibit C to all such Personal Information and Privileged Information, and
copies of Personal Information and Privileged Information. The Contractor shall not retain any
copy of any Personal Information or any Privileged Information after returning or disposing of
Personal Information and Privileged Information as required by this section 6. The Contractor's
obligations under this section 6 survive the termination of this Agreement and apply to all
Personal Information and Privileged Information that the Contractor retains if return or disposal
is not feasible and to all Personal Information and Privileged Information that the Contractor
may later discover in its possession or control.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit C may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information or Privileged Information, Security Breach response and remedy costs,
credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions,
judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs
or expenses of whatever kind, including attorneys' fees and costs, the cost of enforcing any right
to indemnification or defense under this Exhibit C and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit C or
C-8
Exhibit C
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the sole acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
9. Survival. The respective rights and obligations of the Contractor and the County as
stated in this Exhibit C shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this
Exhibit C is intended to confer, nor shall anything in this Exhibit C confer, upon any person other
than the County or the Contractor and their respective successors or assignees, any rights,
remedies, obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation
whether any Personal Information or Privileged Information in the Contractor's (or any
Authorized Person's) possession or control, or Use by the Contractor (or any Authorized
Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or
a Security Breach or Privacy Practices Complaint.
C-9
Exhibit D
Kaweah Health-
f4k MORE THAN MEDICINE LIFE
December 9, 2024
County of Fresno
P.O Box 11867
Fresno, CA 93775
RE:Kaweah Delta Health Care District General and Professional Liability
Insurance for County of Fresno - EMSA STEMI and Trauma Service
Kaweah Delta Health Care District is self-insured for both General and
Professional Liability purposes. The self-insured program has been in place
since 1977, reviewed annually by a licensed actuary and is audited
annually by its financial auditors. The trust assets available are four
million/six million limits of liability.
This coverage extends to the Fresno County EMSA - STEMI and Trauma
service agreements.
We are assured that the financial resources devoted to the programcontinue to
be more than sufficient for the District's liabilities and exposures.
Laree Irving
Kaweah Health
Risk Management Department
400 W. Mineral King
Visalia, CA 93291
lirving(�D_kaweahhealth.org
400 West Mineral King Avenue • Visalia,CA • (559)624 2000 • www.kaweahhealth.org
D-1