HomeMy WebLinkAboutP-25-598 Agreement.pdf Docusign Envelope ID: B2B428FE-A8C3-4D52-9DC2-5D4428BDBFAO
P-25-598
Complio System
Master Service Agreement for the Complio System
This Master Service Agreement for the Complio System (this under FERPA with a legitimate educational interest in the educational
"Agreement") is made by and between on the one hand American records covered by this Agreement. ADB agrees as follows:
DataBank,LLC("ADB")and on the other hand County of Fresno,
on behalf of the Fresno County Paramedic Program (the
"Institution"). The effective date of this Agreement is the date (i) ADB acknowledges that Institution and ADB are subject to legal
obligations with respect to the privacy
indicated below Institution's signature at the end of this Agreement. personally identifiable
student education records("Education Records"),as such term is
Background Statement defined under FERPA.
ADB has developed a proprietary software system and database for
tracking and reviewing individual health records and background (ii) To the extent that ADB(i)creates,(ii)receives from or on behalf
screening reports(the"Complio System").This Agreement sets forth g a Institution,or(iii)has access to such Education Records,ADB
the material terms and conditions under which ADB will license its agrees that it shall(a)abide by the terms of FERPA,the applicable
Complio System to the Institution and develop for the Institution a regulations enacted under FERPA, and the Institution's policy
unique website and software system (hereinafter the "System") to with respect handling of Education Records; and not
enable users of the System (e.g., current or prospective students or disclose the information any third party without thee prior
other participants in the program("Students")to(1)upload and track written consent of the Student as required by FERPA.
immunization and health records and other compliance documents (iii) If ADB discloses any of the Education Records to a subcontractor
("Health Records"), (2) authorize and access background screening or agent,ADB shall require the subcontractor or agent to comply
reports ("Screening Reports") and/or (3) upload and track Clinical with the same restrictions and obligations as are imposed on
Onboarding requirements. This Agreement constitutes a legally ADB.ADB shall be responsible for any breach of this Agreement
binding agreement between ADB and the Institution. or applicable law by its subcontractors or agents.
NOW, THEREFORE, in consideration of the foregoing and the (iv) ADB shall take any action reasonably requested by the Institution
mutual promises set forth below,ADB and the Institution(hereinafter to protect the privacy and confidentiality of Education Records.
the"Parties")agree as follows:
(v) Notice of Impermissible Use. If an impermissible use or
1. Immunization Tracking Services. In the event Institution orders disclosure of any of the Education Records occurs, ADB shall
immunization and health record tracking services,ADB and Institution provide written notice to Institution within one(1)business day
agree to comply with the Immunization Tracking Terms and after ADB's discovery of that use or disclosure. ADB shall
Conditions attached hereto as Exhibit A as if said terms were set forth promptly provide Institution with all information requested by
in full herein. Institution regarding the impermissible use or disclosure.
2. Background Screening Services. In the event Institution orders (vi) Termination.In addition to any other termination rights set forth
background screening services,including drug tests and other checks in this Agreement and any other rights at law or equity, if
("Screening"),ADB and Institution agree to comply with all applicable Institution reasonably determines that ADB has breached any of
terms and conditions of the FCRA Compliance Terms attached hereto the restrictions or obligations set forth in this Section,Institution
as Exhibit B as if said terms were set forth in full herein. ADB is a may immediately terminate this Agreement without notice or
federally regulated Consumer Reporting Agency as defined by the Fair opportunity to cure.
Credit Reporting Act("FCRA"at 15 U.S.C.Section 1681 et seq.). (vii)Return of Education Records. ADB agrees that upon the
expiration or termination of this Agreement,for any reason,ADB
3. Clinical Onboarding Tracking. In the event Institution orders and Institution shall cooperate to arrange for the destruction or
Clinical Onboarding Tracking("COT"),ADB will make COT services retention of, or termination of access to, all Education Records
available pursuant to the terms described in Exhibit C. created or received from or on behalf of Institution. The Parties
agree to take into account the need of Institution or clinical
4. Integration Services. When requested, ADB will work with agencies to access Complio records and the desire of students to
Institution and its information system partners("Integration Partners") have access to their Complio records for an extended time
to develop customized systems that integrate the Complio platform following graduation for work-related reasons,subject to privacy
with existing Institution systems so that Health Records, Screening laws and industry norms that may apply.
Reports and other information updates available in Complio are also
available to Students and Institution by means of single-sign-on or (viii)Duration.The restrictions and obligations under this Section will
other form of integrated access. The cost for these integration services survive expiration or termination of this Agreement for any
will vary depending on the time needed for IT development and reason.
implementation. The cost of integration services, whether performed 6. Grant of License. In consideration of the payments made pursuant
prior to launch or during the contract term,will be mutually agreed in to Section 6 below,and subject to all the terms of this Agreement,ADB
advance by means of a Statement of Work. In many cases ADB will hereby (1) agrees to perform the ADB services described in this
have previous experience with Institution's existing systems so little Agreement using ADB employees in a competent, professional
or no development time will be required. manner in accordance with industry standards. and (2) grants the
5. Student Records; FERPA. The Parties shall fully comply with Institution and its Students a limited,non-exclusive,non-transferable
the applicable requirements of the United States' Family Educational right and license to use the Complio System(hereinafter the"License")
Rights and Privacy Act, 20 USC 1232g, and its implementing to access the System during the Access Period.It will be a violation of
regulations,34 CFR pt.99,as each may be amended from time to time, this License and grounds for immediate termination of this Agreement
and other applicable federal and state laws and accreditation standards if Institution (1) allows any third party, including another consumer
pertinent to personally identifiable student education records reporting agency,to review or have access to any part of the Complio
("FERPA"). Institution hereby designates ADB as a school official System or (2) copies, modifies or reverse engineers any part of the
Master Complio Services Agreement Rev.2025.05a 1
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copyrighted Complio System or uses any part of the System for any as partners,co-venturers,joint venturers,employee-employer,agency
purpose other than as authorized by this Agreement. or other affiliate relationship. Nothing in the Agreement shall be
construed as creating a partnership or joint venture between the Parties.
7. Payment for ADB Services: ADB and its officers,directors,employees,and its agents and affiliates
In consideration of ADB's performance of the ADB services described shall not be deemed to be employees of the Institution.
herein and the License granted herein, the Institution agrees to pay 11. Copyright and URL Ownership:
ADB,or cause its Students to pay,the applicable fees as set forth in ADB retains all copyrights and other ownership rights in the System
Exhibit A (Addendum #Al), Exhibit B (Addendum #Bl) and and the associated URL,except for any logos or trademarks owned by
Exhibit C. If this Agreement is terminated by the Institution,or if a the Institution that may be used in conjunction with the System, as
Student decides to discontinue using the System, ADB shall not be redeemed appropriate by written agreement between ADB and the
obligated to refund any portion of the fees paid unless the termination Institution.The System and all associated interfaces and URLs are the
resulted from negligence,willful misconduct or a material breach of property of ADB and may not be copied or duplicated without the
this Agreement by ADB that has not been cured within a reasonable written consent of ADB. ADB will indemnify and hold Institution
time not to exceed ten(10)business days after receipt of written notice. harmless from and against any claims or actions by a third party for
ADB's drug testing fees are based on using ADB's authorized network violation of intellectual property rights relating to the System.
of drug testing sites. If a Student elects to be tested outside of the
authorized network,additional testing fees,plus$10 handling fee,will 12. Term and Termination:
be incurred which shall be paid by the Student.If these additional fees The term of this Agreement shall be for two(2)years commencing as
are not paid,the Student's Complio account may be suspended. of the effective date, and will automatically renew thereafter for
successive one-year periods(the"Term").Either party may terminate
The fees set forth in the Exhibits and Addenda to this Agreement may least sixty(60)days
this agreement at any time(a)without cause on at le
be adjusted annually by ADB to reflect changes in its operational costs. prior written notice or(b)with cause in the event le a material breach
These adjustments may result from factors such as fluctuations in labor of this Agreement by the other party and such breach has not been
supply,changes in insurance requirements or costs,the complexity and cured for ten(10)business days subsequent to receipt of written notice
extent of the Institution's use of the Complio System and ADB staff, by the non-breaching party to the breaching party.Termination of this
or any other costs directly related to ADB's obligations under this Agreement shall result in termination of the License, including
Agreement. administrative and student access to Complio, on the 60' day
8. Disclaimer;Limitation of Liability;No Legal Advice: following the date of termination unless the parties mutually agree on
The Institution understands that the Screening Reports information and a fee for extending access notwithstanding termination.In the event of
the Health Records information received by ADB is obtained"AS IS". termination,(1)ADB shall complete all pending Student background
ADB makes no representation or warranty, express or implied, checks,if any,that were ordered prior to date of termination,(2)Rule
regarding the accuracy or completeness of any information or data changes with respect to any continuing Access Period will be made for
submitted to the System. No assurance is given that the services will a mutually-agreed administrative fee, and (3) Institution shall have
be provided on an uninterrupted basis.ADB warrants that the Complio continuing access to Complio without charge for 60 days to download
System will be free of any material defects and will operate and Institution data in PDF,Excel or.CSV formats.
conform to the specifications provided in all material respects. ADB
expressly disclaims any and all other representations and warranties. 13. Previous Vendors:Managed Documents: Institution agrees
In the event either party is liable to the other party for any matter, that it will not upload to the Complio System any documents
whether arising in contract, equity, or tort, the amount of damages prepared by a previous vendor including,a Consumer Reporting
recoverable will not include any amount for indirect or consequential Agency,other than ADB.With the consent of ADB,such documents
damages. may be uploaded to the"Managed Documents"folder of Complio
where they will be available for storage and archiving but will not be
ADB does not guarantee Institution's compliance with applicable laws available for sharing with health facilities and other persons through
regarding Institution's use of reported information and does not the Complio system. To share Managed Documents they must first
provide legal or other compliance-related services upon which be downloaded and then sent by mail or email.
Institution may rely. Institution understands that no part of this
Agreement, and no part of any communication with ADB's Institution shall indemnify, defend and hold ADB harmless from all
representatives regarding background searches, reviews or other costs and liabilities arising from documents uploaded to the Managed
services offered by ADB, shall be considered legal advice on which Documents folder without ADB's written consent.
Institution may rely. Institution agrees that all forms provided in the
System by ADB are samples only which shall be reviewed and 14.Data Security:
approved by Institution or its counsel. ADB will store and process all data received from Institution in
9. Compliance with Laws: accordance with commercial best practices, including firewalls,
The Institution and ADB each agree to comply with,and require their intrusion detection, authentication protocols and administrative,
respective employees, agents and subcontractors to comply with, all physical and safety safeguards,to secure such data from unauthorized
applicable federal,state and local laws and regulations. access, disclosure, alteration and use. Such practices include
compliance with FBI/CJIS Security Policy standards for most aspects
To the extent applicable,ADB agrees that student access to the System of the Complio System. ADB complies with all applicable laws
reasonably complies with substantially all of the WX Web Content regarding privacy and data security.ADB is audited twice every five
Accessibility Guidelines,Version 2.0,level A or AA. ADB agrees to years for compliance with PBSA accreditation/data security standards
(1) use reasonable efforts to promptly respond to and resolve any and once every two years for compliance with HIPAA data security
accessibility compliance issues arising from the System and (2) standards. ADB complies with PCI-DSS Payment Card standards.
communicate promptly with Institution regarding all requests it Current HIPAA and PCI-DSS certifications and attestations are
receives for web access accommodations. available upon request.
10.Independent Contractor: System features and use: In order to enhance security protection for
It is expressly understood that the Parties to the Agreement will be Institution's data, ADB offers multi-factor authentication (MFA). If
acting as independent contractors with respect to one another and not
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System administrators elect not to use MFA,Institution will be liable 700 17th Street,171.10
for all costs resulting from a data breach caused by Institution's failure Denver,Colorado 80202
to use MFA. As an additional security measure, the System will Attn:Legal Department
automatically suspend log-in access after 90 days without user access. Email:csOamericandatabank.com
Institution is responsible to review their administrator user accounts on
a frequent basis and notify ADB of users who no longer need access If to Institution,to:
and should be removed from the System. The contact information listed below under Institution's signature of
this Agreement.
15. Customized Notifications;Responsibility for Ordering.
ADB may from time to time take reasonable steps to build Signatures sent via facsimile (or by means of other commonly-used
customized tools within the Complio System to track expiration dates electronic means (e.g. email, PDF)) shall be considered originals.
and notify Students automatically that they are out of compliance Exhibits A,B and C to this Agreement,and the Addenda thereto,are
with Screening rules or Health-Record Tracking rules established by deemed fully incorporated herein and form a part of this Agreement.
Institution. The start date and duration of any such compliance
expiration rules and notifications shall be communicated clearly in IN WITNESS WHEREOF,the Parties hereto have entered into this
writing by Institution to ADB before ADB commences development Agreement as of the Effective Date under the Institution's signature
work on the related tools.Responsibility for the correct ordering of below.
ADB services lies exclusively with Students using the System.
Institution agrees to make advisors available to counsel Students on AMERIC rTAVANK,LLC
what ADB services should be ordered and when those services awl tr
should be ordered.Institution agrees that ADB shall not have Signature:
responsibility or liability for notifying or counseling Students on Andrew eaver, ice President,Corporate Development
what service to order at what time.
16. Miscellaneous: Name:County of Fresno
This Agreement shall be interpreted under, and construed in Authorized Person's Name Print
accordance with,the laws of the State of Colorado,without reference
to its principles of conflicts of laws. Venue of any action arising out Name: Riley Blackburn
of this Agreement shall be in the City and County of Denver,Colorado. Oigi�llyvg—by Riley BI-b—
Riley Blackburn OeR 2925.1149 H:I4:39-03'09'
All of the terms of this Agreement are confidential and may not be Signature:
disclosed to any third party or vendor. Title: Purchasing Manager
This Agreement is non-exclusive; the Parties each retain the right to 11/19/2025
enter into similar arrangements with other entities. Effective Date:
This Agreement constitutes the entire agreement and understanding Phone/Ext.: (559) 600-7110
between the Parties with respect to the subject matter ofthe Agreement rblackburn@fresnocountyca.gov
and cancels,terminates and supersedes any prior or contemporaneous Email:
agreement or understanding,whether oral or written,including any and
all oral or written precedents,on this subject between the ADB and the
Institution. This Agreement may be amended or supplemented only
by written agreement signed by both Parties. OPERATIONS CONTACT:*
Shellla AIanIZ
The headings of the sections of this Agreement are for reference Name:
purposes only and shall not constitute a part hereof or affect the (559)600-7683
meaning or interpretation of this Agreement. This Agreement maybe Phone/Ext.:
executed in any number of counterparts,each ofwhich shall be deemed salaniz@fresnocountyca.gov
an original,but all of which together shall constitute one and the same Email:
instrument.
Institution shall not engage any third-party entity to perform any of BILLING CONTACT(if applicable):
Institution's obligations hereunder without ADB's prior written N/A
consent,which may be conditioned,inter alia,on review and approval Name:
of the entity's authority, and its assumption of liability, for acting as
Institution's agent hereunder. Address:
All notices pursuant to this Agreement shall be in written form, and Phone/Ext.
shall be deemed delivered (a)on the date receipt of an email is
confirmed if notice is delivered by email or(b) on the business day Email:
designated as the delivery date if sent by reputable overnight courier.
All such notices and other communications shall be addressed to the
Parties at the respective addresses set forth as follows,or at such other ADDITIONAL CONTACT:
address as a party may designate upon ten (10) days' prior written
notice to the other Party: Name:
Address:
If to ADB,to:
American DataBank,LLC
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Exhibit A
Immunization Tracking: Terms and Conditions
1. ADB Obligations: ADB agrees to provide the following Sharing function) or by Institution (through Complio's Rotation
immunization tracking services: Sharing function) are able to access the individual information
uploaded or entered by Students or Institution and nothing further.
G) Rule Customizations. As part of the onboarding process, ADB shall not grant blanket access to Student information for all
ADB will work with the Institution to identify and customize within clinical sites using the System.
Complio the immunization requirements that need to be met to
constitute compliance with a particular Rule("Rule Customization"). (ix) ADB shall provide customary training on how to use the
Rule Customizations shall be charted by Institution, configured by System to a reasonable number of Institution instructors,faculty and
ADB and finally approved by Institution. staff.
(ii) Development of Unique Website. ADB will develop a unique (x) Security. ADB shall take such precautions and implement
website and software System that Students can use to enter, and the such security safeguards as are customary in similar data management
Institution can use to track, completion of immunization and other businesses to prevent unauthorized access to Student information
health record requirements for each Student. maintained on its System.
(iii)Uploading Functionality. The System will enable Students 2.Institution Obligations: The Institution shall be responsible to:
or personnel at the Institution to upload documents related information,
including scanned documents and readable digital photo images under 6) Immunization Requirements. Communicate with clinical sites
5MB,in a manner that can be viewed by the Institution and authorized and all relevant faculty and staff at the Institution to identify all
clinical facilities. immunization compliance requirements BEFORE ADB begins work
(iv) Document Approval. ADB will process health records to customize your System. The Institution must attest in writing that
submitted by each Student for compliance with document standards set all immunization Rules and requirements have been identified before
by Institution.ADB does not have any obligation to identify altered or ADB begins work to customize the System.
forged documents or signatures. All decisions to accept or reject (ii) Student Information. Inform each Student in writing of the
Students,or give them a waiver from compliance with the Rules,will immunization requirements applicable to that Student.
be made by Institution.ADB will use reasonable efforts to explain to
Students the reasons for Institution's Rule requirements.Students who (iii) Student Accounts. Require each Student or authorized
dispute the reasons for Rule requirements will be referred to the Institutional personnel to enter all personal information and
Institution. immunization data in the manner required by the System. Students
(v) Rule Change Requests. When the Institution needs to must create an account with their personal information in order for the
modify or update its immunization tracking requirements, ADB will System to function.
reprogram Institution's System to accommodate these Rule Change
requests.Fees may be incurred for Rule Change requests as described (iv)Multiple Training Channels.Explain and document to ADB
in Addendum#Al to Exhibit A. A"Rule Change"is defined as any the steps the Institution has taken to create multiple communication
request to change one or more items programmatically in the System channels for educating Students about System procedures and
or to modify review criteria. requirements.
(vi) Reminders. For Students, the System will transmit email (v) Password Security. Institution shall limit distribution of
reminders,automatically and at intervals as determined and configured System access codes and passwords to only those persons having a
by the Institution,including at various intervals preceding expiration, "need-to-know". All passwords must be unique. Sharing System
on date of expiration,as well as various intervals following expiration. access codes and passwords with any other person is prohibited.ADB
Such reminders will be sent for all items associated with an expiration shall be informed immediately if any user no longer needs access to
as constructed in the System, as agreed between the Institution and the Complio System so that his/her password may be cancelled.Failure
ADB at the time the System is customized for the Institution. to follow any part of this password security provision shall be a
material breach of this Agreement.
(vii) System Access and Support. ADB shall manage and
maintain the System so that the Institution has access and ability to (vi)Verification of Health Records.The Institution shall conduct
view the requirements of each authorized clinical site and the status of its own independent review of the Health Records submitted by each
the Health Records uploaded by each Student. ADB shall have the Student and shall retain responsibility to verify compliance of those
right at any time, without prior notice to the Institution, to make Records with the Rules the Institution creates.
changes,upgrades and enhancements to the System,provided that the
Institution shall be given immediate written notice if any such changes (vii)Rule Changes. Prior to the launch of the System,all set up
cause the System to be inaccessible for more than a 24 hour period of requirements will be signed off by Institution administrators or
time. The Institution agrees that ADB may shut down the System designated personnel with signed, written approval. Immunization
without notice in the event any contaminated or unauthorized Rule Changes or updates to the System after the requirements have
document is uploaded to the System provided, however, that ADB been signed off by the Institution may be subject to additional
shall notify the Institution in writing in cases where such shut down fees. Any change may take up to six weeks depending on the schedule
shall extend longer than one day. of ADB's Information Technology Department at that time.This is to
ensure proper testing of the System's calculations in processing the
(viii) ADB shall be responsible for ensuring that only those updated requirements. Prior to completing any Rule Change, an
clinical sites authorized by Students (through Complio's Profile
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Institution official must approve, via a signed statement, all (v) Each Student shall receive and, with diligence, respond to
changed/added/retracted requirements as they appear on the System. automatic emails from the System (and from any Institution
administrators having access to the System) by providing
(viii)Treatment of Health Records. Institution acknowledges that information and additional documentation as requested.
health information uploaded by students to Complio is not Consumer (vi) Each Student must have sufficient experience and knowledge of
Report information under the FCRA and agrees not to treat it as such. computers, and access to a computer, to upload their Health
Records and other required documents to the System without
assistance from ADB.
3. Student Obligations: Institution agrees to take reasonable (vii)Each Student must pay(or the Institution must pay) a one-time
steps as needed to inform Students regarding the following list of Compliance Process Fee for ADB's services in configuring Rule
Student Obligations: Customizations, advising Students on account setup and
providing Students and Institution with Complio access and
(i) Obtaining from his/her health care provider,on a form provided document storage. Institution may pay the Processing Fee on
by the Institution or in other acceptable documentation as defined behalf of its Students.
by the Institution, a written medical report that confirms the (viii)If Students enter wrong information as part of their account set
specific compliance item, any results associated with that item, up or ordering process for a Screening Report, whether
provider name and provider date for each compliance item as intentionally or by accident, a second Screening using correct
required by the Institution. information may be necessary. The cost of any such second
(ii) Each Student shall enter his/her immunization or health record Screening will be the Student's responsibility. American
information in the System in the manner prescribed by his/her DataBank will not pay for additional searches caused by Student
Institution. errors.
(iii) Each Student shall scan, or otherwise cause to be made into
electronic format, any and all required documentation as
requested by the Institution or a particular clinical site. These
documents shall be uploaded by the Student or authorized
Institution personnel.
(iv) When creating an account within the System and when ordering
certain ADB services, each Student will be required to sign the
Terns of Use, including mandatory arbitration of disputes, and
give appropriate consents and waivers.
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Exhibit A
Addendum#Al
HEALTH RECORD TRACKING: STUDENT ONE-TIME COMPLIANCE PROCESS FEE
Student One-Time Compliance Process Fee
In consideration of ADB's services in configuring Rule Customizations,advising Students on account setup and providing Students and
Institution with Complio access and document storage, Institution agrees to pay ADB, or cause its Students to pay ADB, a one-time
Compliance Process Fee.
For the Paramedic Program, the one-time Compliance Process Fee shall be $45.00 per Student up to seventeen [17] tracking
requirements. Additional tracking requirements beyond 17 will incur a$2.00 fee per requirement.
The Compliance Process Fee may be paid(check one): By Student: X or By Institution: ,which will be determined by Institution's
Colleges,Departments or programs.
The Institution shall conduct its own review of the Health Records and other documents submitted by each Student.
Rule Changes: Our back-end algorithm for rule changes is very complex and robust.As such,it requires an IT engineer to make
many adjustments to the database according to the modifications requested. To minimize charges for Rule Changes,please observe
the following procedures when requesting Rule Changes:
•Rule Change requests should be consolidated into a single event at the start of the academic year;
•ADB should be notified of the Rule Changes at least eight(8)weeks prior to their effective date;and
•At least six(6)weeks prior to the effective date the Rule Changes should be confirmed by email or other writing that has
been approved by all faculty,administrators,deans and clinical agencies involved in the process.
ADB reserves the right to charge for Rule Changes at the rate of$150/hr. However,in cases where the above guidelines are observed
and the number of Rule Changes is minor,ADB customarily waives the cost of its development time to implement the Rule Changes.
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Exhibit B
Background Screening: FCRA Compliance Terms
These FCRA Compliance Provisions form a part of that certain Master a school or clinic based on his/her Search Report shall be
Services Agreement for Background Screening & Immunization given the final adverse action notice prescribed by Section
Tracking by and between on the one hand American DataBank,LLC 615(a)of the FCRA.
("ADB") and on Tracking all deal correspondence the other hand B. Non-Student Employees. Regarding the permissible purpose
County of Fresno, on behalf of the Fresno County Paramedic
Program. for Employee Search Reports, Institution certifies that the
Search Report is obtained in order to evaluate the Employee
for employment,promotion,reassignment or retention as an
1. SERVICES PROVIDED BY ADB.With respect to each student employee,and for no other purpose. Institution shall direct
in one of Institution's degree or certificate programs("Student"), Employees to identify themselves as Employees, and not as
and with respect to each actual or prospective employee, Students, when they use the System. Whenever Institution
volunteer or consultant identified to ADB by Institution (an uses a Search Report to evaluate an Employee for
"Employee"),ADB agrees to collect the information Institution employment, promotion, reassignment or retention as an
requests from the data sources identified in Addendum #Bl employee,Institution agrees and certifies that it will follow all
attached to this Exhibit B. ADB will design,develop and build applicable FCRA provisions,including without limitation all
for Institution a unique, customized website and online system Federal and State equal employment opportunity laws. The
("Institution's Customized Website") to manage background provisions of FCRA Section 604(b) are briefly outlined
searches and related screening done for Students. Employees will below.With respect to all non-Student Employees,Institution
use a different order process separate from the order process used hereby certifies and agrees that:
by Students.
a. Disclosure and Authorization. Prior to obtaining or
ADB agrees to compile the contents of the information it collects causing ADB to obtain a Search Report, Institution has
from the data sources outlined in Addendum#B1 in a report that provided Employee with a clear and conspicuous written
discloses relevant information in a manner consistent with disclosure, in a document consisting solely of the
applicable laws. Said report may include information about the disclosure,that a consumer report is being requested for
Student's character, general reputation, personal characteristics employment purposes and has obtained Employee's
and/or mode of living, employment history, work experience, written authorization to procure the Search Report.
work performance, criminal history records, sexual offender's
lists, motor vehicle records, military records, educational b. Certifications. Prior to accessing the results of a Search
verification, license verification, credit history, government Report is the System, Institution shall certify the
exclusion lists,OIG,GSA,FBI finger printing, and drug testing statements required to be certified f Sections
or other background checks(hereafter,a"Search Report"). purpose will and 606(ayed of the FORA. A fore for this
purpose will be displayed by the System immediately
ADB will follow reasonable procedures to deliver requested before End-Users can have access to a Search Report that
Search Reports to Institution and to Students and Employees in was ordered for an employment purpose. This form shall
an expeditious manner and with maximum possible accuracy. be signed by an authorized representative of Institution or
ADB is a federally regulated Consumer Reporting Agency as other End-User.
defined by the Fair Credit Reporting Act("FCRA"at 15 U.S.C.
Section 1681 et seq.). ADB agrees to comply with the C. Adverse Action. Before Employee is denied employment,
requirements of all federal and state laws and regulations or a different adverse employment action is taken,based
applicable to a Consumer Reporting Agency. in whole or part on a Search Report,Institution agrees and
certifies that it will comply with the adverse action
2. A Search Report,which is referred to in the FCRA as a"consumer procedures required by the FCRA including all necessary
report", is strictly regulated by the FCRA. The FCRA governs actions to:
the conduct of users of Search Reports as well as the conduct of • Provide a preliminary adverse action notice to
consumer reporting agencies that produce Search Reports. Employees, along with a copy of the Search Report
Among other things,the FCRA requires that Institution,and other and "A Summary of Your Rights Under the Fair
third-party end-users and affiliated entities who receive access to Credit Reporting Act" (Reference FCRA Section
Search Reports through Institution (hereinafter, "End-Users"), 604(b)(3);
must have a permissible purpose and must follow certain • Before taking any adverse action,allow the consumer
procedures, including "adverse action" notices, as indicated at least five business days, or longer if required by
below: state or local law,to contact ADB if Employee wishes
A. Students. Regarding the permissible purpose for Student to dispute any information in the Search Report;
Search Reports,Institution certifies that the Search Report is • Provide ADB's contact information;and
obtained in accordance with the written instruction of the • Provide a final adverse action notice to the Employee
Student in connection with the Student's educational if a final adverse employment decision(e.g. denying
program, and for no other purpose. For all Students, employment or promotion)is made(Reference FCRA
Institution has made an independent determination that the Section 615(a). Institution agrees to hold off on
Search Report is being used to evaluate the Student's ability making any final adverse decision while resolution of
to meet graduation requirements, and is not being used for a dispute is still pending.
employment purposes. Institution shall control all criteria and ADB advises Institution that it has specific legal
make all decisions as to whether a student shall be admitted responsibilities when taking adverse action against an
to a particular program or rotation. Institution agrees to take Employee based on a Search Report and that Institution
necessary steps so that a Student who is denied admission to should consult with its legal counsel regarding these
Master Complio Services Agreement Rev.2025.05a 7
Docusign Envelope ID: B2B428FE-A8C3-4D52-9DC2-5D4428BDBFAO
P-25-598
Complio System
responsibilities. The adverse action notice procedures are Reports if they use the Complio System to make the
intended to give the Employee an opportunity to dispute the necessary FCRA certifications required for employees. In
accuracy or completeness of any information contained in all cases,i.e.employees and students,Search Reports may
the background Search Report/Consumer Report. be accessed by Agencies in connection with audits
C. All Users. With respect to all persons for whom a Search conducted by The Joint Commission(formerly JCAHO).
Report is procured,Institution agrees as follows: 3. COMPLIANCE WITH LAWS. Institution certifies to ADB that
it will comply with all applicable laws and regulations and will
a. Confidentiality. By signing this Agreement, Institution not use information in the Search Report in violation of any
confirms that it understands the sensitive nature of the applicable federal,state or local laws,including but not limited to
information contained in Search Reports, the need to the FCRA and Equal Employment Opportunity laws or
protect the information in Search Reports,and the need to regulations. Institution hereby confirms that it has received and
comply with the retention and destruction practices reviewed a copy of the"Notice to Users"document published by
outlined in the FCRA and the Driver Privacy Protection the Consumer Financial Protection Bureau (a copy of which is
Act (the "DPPA" at 18 U.S.C. Section 2728 et seq). available on American Databank's website under "Resources")
Institution agrees to: and in particular the adverse action notification requirements
Limit use and distribution of Student /Employee described therein. Institution will provide a copy of said Notice
information to only those with a legitimate need, to Users to all Agencies that will be given access to Search
permissible purpose,and who have been authorized Reports.
by Student/Employee. 4. CRIMINAL RECORDS. ADB will provide criminal records
Retain Student / Employee data in a confidential based on applicable federal,state and vendor rules,which in many
manner. cases limit the reporting period for convictions to seven years.
Protect the privacy of Student / Employee With respect to the most recent seven years, in addition to
information contained in motor vehicle records,and reporting convictions and pending cases waiting for disposition,
access DMV records only with written consent of ADB will report participation in diversion programs(e.g.deferred
Student/Employee or another permissible purpose. adjudication,probation before judgment,etc.)except where ADB
Destroy data in a secure manner to make it is prohibited from such reporting by state or local law.Dismissed
inaccessible,unreadable,and/or unrecoverable by: cases will not be reported.Pursuant to CFPB and FTC policies,in
o Burning,pulverizing,or shredding most cases ADB requires three identifiers to match applicants
o Destroying or erasing electronic files,and/or with criminal records. Institution understands that emerging
o After conducting due diligence,hire a document privacy policies in California, Michigan and other states are
destruction company. In addition, paper restricting the identifiers available to consumer reporting
documents containing personally identifiable agencies.
information(e.g.name,date of birth and SSN),if
retained at individual desks/workstations, shall 5. ADMISSION DECISIONS; PRELIMINARY FLAGGING.
be destroyed or inaccessible no later than the end Institution understands and agrees that responsibility for all
of each work day. admission decisions involving the application of Search Report
information ("Admission Decisions"), resides exclusively with
b. Agencies; Adverse Action Notices. Institution Institution. Institution agrees that any preliminary flagging
understands that the FCRA regulates all third-party requested of ADB shall be based on clear,easy-to-follow criteria
end-users, e.g. hospitals and clinics ("Agency" or provided by Institution and ADB shall not be asked to exercise
"Agencies") that have access to Search Reports. any discretion or judgment in the application of such criteria. If
Accordingly,Institution agrees to(i)identify to ADB Institution uses ADB for preliminary flagging,Institution agrees
all Agencies that will be given access to Search (1) to receive a copy of all Search Reports (2) to accept
Reports and(ii)act,for themselves and on behalf of responsibility for all final Admission Decisions, and (3) to
each such Agency, to certify the purposes for which indemnify, defend and hold ADB harmless from all liabilities,
the Search Report is sought and to comply with the costs and damages arising out of third-party claims that ADB
adverse action notice requirements of FCRA Section acted as a decision-maker, or exercised any discretion or
615(a), including informing Students that they have judgment,with respect to any Admission Decision.
a right to dispute the accuracy or completeness of 6. LEGAL COUNSEL. Institution acknowledges that federal and
information in their Search Report if an adverse state laws impose specific legal obligations regarding the use of a
action has been taken regarding their admission to Search Report provided by a consumer reporting agency like
Institution or their placement at the Agency's facility. ADB and that Institution should consult with its own legal
With respect to Non-Student Employees (e.g. faculty), counsel regarding its legal responsibilities and the procedures it
Institution agrees that compliance review will be should follow with respect to such Information and related FCRA
forms. Institution understands that ADB does not act as legal
accomplished by Institution attestations and not by giving counsel to Institution and does not provide any legal advice to
Agencies access Search Reports. If Agency needs Institution.It is important that Institution work with its own legal
to have access too faculty Search Report, the faculty counsel to develop a background screening program specific to
employee shall transmit their Search Report directly to the its needs.
agency without any ADB activity or involvement. In
addition, Agencies may have access to faculty Search
Master Complio Services Agreement Rev.2025.05a 8
Docusign Envelope ID: B2B428FE-A8C3-4D52-9DC2-5D4428BDBFAO
P-25-598
Complio System
Exhibit B
Addendum #B1
Fresno County Paramedic Program
Packages and Fees
Background Check Package
➢ Social Security Trace
➢ Criminal Search for all the previous 7 years
➢ Nationwide Criminal DataBase Search with Sex Offender and Health Exclusions
Pricing: $42.00
For any additional matching names found on the nationwide criminal Database,additional county searches will be conducted at no additional fee.
Price subject to change
Court fees may apply
10-Panel Drug Screening
Substances Included in Screening
Amphetamines,Barbiturates,Benzodiazepines,Cocaine,Opiates,Phencyclidine,Methadone,Methaqualone,Propoxyphene,
Marijuana
Pricing$42.00
Drug Screening includes Quest Diagnostics Patient Service Centers and LabCorp Locations.
Drug Screening registrations expire after 30 days.If a registration expires,the student will need to reorder another drug test.Collection sites outside of network may
charge an additional fee.
Price subject to change.
Cancelled Orders
Due to the expedited service ADB provides on all background screening orders(many of which are processed automatically),once the
processing of an order has been initiated,third-party fees will be incurred immediately and Institution cannot cancel the order.
Institution must pay the costs for all orders that have been processed.
Master Complio Services Agreement Rev.2025.05a 9
Docusign Envelope ID: B2B428FE-A8C3-4D52-9DC2-5D4428BDBFAO
P-25-598
Complio System
EXHIBIT C
Clinical Onboarding Tracking
FRESNO COUNTYPARAMEDIC PROGRAM IS NOT PARTICIPATING INAS OFAUGUST 13TH 2O25
1. COT Set-Up Fee:
Institution or Student shall pay an upfront,one-time Set-Up Fee of(N/A)for the Clinical Onboarding Tracking package and(N/A)for the Placement
Matching Feature(PMF)for each Student who establishes an account within Complio that allows for tracking of an Agency's clinical onboarding
requirements(hereafter"Clinical Onboarding Tracking"or"COT"). As used in this Exhibit C the term"Agency",or"Agencies",means any clinic,
hospital or affiliate thereof with whom the Institution has an Affiliate Agreement and with whom ADB has a working relationship. COT pricing is
based on the assumption Institution will use ADB to provide Background Screening,Drug Screening and Immunization Tracking services for all
Students. COT pricing shall be renegotiated if Institution discontinues for any Students its use of either the Background Screening,Drug Screening
or Immunization Tracking services provided by ADB.
2. ADB's COT Services
The COT program provided by ADB will include the following services.
(a) Onboarding Requirements. The particular Onboarding requirements required by each Agency("Requirements")for each of its
departments or clinical rotations will be communicated by the Institution or Agency to ADB and then developed and integrated by
ADB into the Complio System.
(b) Uploading Functionality. The System will enable Students or personnel at the Institution(authorized by Student)to upload documents
and related information,including scanned documents,tutorial confirmations and readable digital photo images under 5MB,in a
manner that can be viewed by the Institution and authorized Agencies.
(c) Reminder Notifications. For Students,the System will transmit email reminders,automatically and at intervals as determined and
configured by the Institution,so as to notify Students when Onboarding requirements are due or late.Institution will be able to see the
status of all missing documents via the administration portal at the same time that ADB notifies the Students of their"incomplete
status".
(d) Support. ADB shall provide customary training on how to use the COT functions of the System to a reasonable number of personnel
at the Institution.
(e) Access. ADB shall be responsible for ensuring that only those clinical sites authorized by Students(through Complio's Profile
Sharing function)or by Institution(through Complio's Rotation Sharing function)are able to access the individual information
uploaded or entered by Students or Institution and nothing further. ADB shall not grant blanket access to Student information for all
clinical sites using the System.
(f) Data Security. Data security for COT Services shall be the same as for ITS Services.
3. Institution's COT Obligations.
(a) Obligations of the Institution that are particular to the COT program include:(i)create rotations,assign Students to rotations and apply
to each rotation the applicable Agency specific Onboarding Requirements that ADB has programmed into the System,(ii)monitor
Student compliance with Onboarding Requirements,and(iii)upon a Student's full compliance with all Onboarding Requirements for
a particular Agency,electronically attest to compliance and share the Student's compliance status and uploaded Onboarding
documents with that Agency
Master Complio Services Agreement Rev.2025.05a 10