HomeMy WebLinkAbout32106Agreement No. 15-267
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this I (p th day of ULJ.J\.JL, '2015,
3 by and between the COUNTY OF FRESNO, a Political Subdivision ofthe State of California,
4 hereinafter referred to as "COUNTY", and HEALTH CAREER CONNECTION (HCC), a
5 California Non-Profit Organization, whose address is 300 Frank H. Ogawa Plaza, Suite 243, Oakland,
6 California, 94612, hereinafter referred to as "HCC".
7 W I T N E S S E T H:
8 WHEREAS, HCC has developed a ten (1 0) week summer college health care management
9 internship program, hereinafter referred to as the "Internship Program", that seeks partnerships with
1 0 other organizations to provide health care management experience for students, hereinafter referred to
11 as "Interns", from various colleges and universities; and
12 WHEREAS, COUNTY, through its Department of Public Health (DPH), maintains and
13 operates facilities suitable for furnishing such health care management internship experience and has
14 experienced staff who can provide preceptorship and close supervision of such Interns; and
15 WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students ofHCC
16 use such facilities of COUNTY for the Internship Program.
17 NOW, THEREFORE, in consideration oftheir mutual covenants and conditions, the parties
18 hereto agree as follows:
19 1. RESPONSIBILITIES OF HCC
20 A. HCC shall identify an individual who shall serve as the Coordinator for each
21 Intern. The Coordinator will be responsible for overseeing the placement of the Intern with the
22 COUNTY and shall be the principal HCC contact for each Intern's preceptor. HCC may also from
2 3 time to time promulgate policies and procedures governing Interns and the Internship Program as a
2 4 whole, and COUNTY agrees to comply with all such policies and procedures for which it is made
2 5 aware and shall not ask Intern to breach any such policies and procedures.
26 B. HCC may schedule up to four (4) hours per week of educational and/or social
2 7 activities for the Intern during the COUNTY's normal business hours, and HCC or Intern will inform
2 8 COUNTY at the beginning of the placement, or from time to time as applicable, of the schedule for
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such activities.COUNTY will not ask Interns to be available during these time periods including the
time required to travel to and from such activities.
C. HCC recognizes that the Internship Program conducted pursuant to the terms and
conditions of this Agreement is not considered an educational program of COUNTY.Interns
participating in HCC's Internship Program shall work under the close partnership developed between
HCC and COUNTY.
D. HCC shall recruit students to interview with COUNTY for a possible internship
assignment at COUNTY facilities,in such numbers to be mutually agreed upon by both COUNTY and
HCC.
E. HCC shall keep all attendance and academic records of students participating in
the Internship Program provided for under this Agreement.
F. HCC shall ensure students act professional and appropriately while at COUNTY
facilities.
G. HCC shall require every student to conform to all applicable COUNTY policies,
procedures, regulations, and all requirements and restrictions specified jointly by representatives of
HCC and COUNTY.
H. HCC shall notify COUNTY'S DPH Director, or designee, in advance of student
placement regarding:
1)Locations,dates,times and the number of hours or changes thereof,
regarding student availability for the Internship Program; and
2) Any change in the placement of students in Internship Program
assignments.
I.HCC shall,in consultation and coordination with COUNTY'S DPH Director,or
designee, arrange for periodic conferences as necessary between appropriate representatives of HCC
and COUNTY to evaluate the Internship Program provided under this Agreement.
J. HCC shall provide for an introductory orientation of students assigned to
COUNTY facilities,which shall provide an overview of the Internship Program assignment(s)and the
terms and conditions of Intern placement at COUNTY facilities.
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K. HCC shall agree that any special reports,projects,thesis,and/or publications
based upon studies and research arising out of the cooperative health care management education
experience permitted by this Agreement,shall be reviewed and approved prior to release by
COUNTY'S DPH Director,or designee,as appropriate.
L.HCC's employees,agents and Interns placed by HCC shall abide by the
provisions of State of California Law relating to confidentiality of medical records, further described
in Paragraph 11 of this Agreement.
M.HCC's employees,agents, and Interns placed by HCC shall be issued COUNTY
identification badges which must be worn only at COUNTY facilities while participating in the
Internship Program,pursuant to the terms and conditions of the Agreement.
2 RESPONSIBILITIES OF COUNTY
A.HCC's internship program is intended as a professional educational experience
for the Interns. Interns are not employees of HCC or COUNTY. It is anticipated and expected that
Interns will be assigned projects and assignments that are vocational in nature and that Interns will
perform assignments beneficial to and necessary for conducting COUNTY'S business. COUNTY has
broad discretion to assign Intern a variety of tasks and work commensurate with Intern's educational
background and experience.Interns are not,however,to be utilized as replacement or temporary
employees and Intern's placement is not intended to displace any of COUNTY'S existing personnel.
It is the intention of HCC and COUNTY that Interns have broad exposure to
COUNTY'S health care management practices and that the internship experience will provide Interns
with practical on-the job experience in areas of health care management that complement Intern's
educational experience.Providing Intern with exposure to strategic planning, budgeting, personnel
management and other management functions of COUNTY that reinforce subject areas included in
Intern's academic program is strongly encouraged.
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COUNTYunderstandsthat Internsare studentsseeking an educationalwork
experience and mentoring byhealthcare professionals,and agrees to exercise reasonable efforts to
involve Interns in activities that will provide them with learning opportunities anda range of
professional experiences.
B. HCC's Internsplaced at the COUNTYshall be consideredonlya studentor
trainee,not an employee of HCC or COUNTY.COUNTY is not obliged to,and will not pay Intern
any form of employee compensation or provide Internany employee benefits.
C.COUNTY'S DPH Director,or designee,shallhavesoleauthorityto determine
how many placements for internships shallbe made available to HCC during eachtermofthis
Agreement.In addition,COUNTY shallpermiteach studentwhois designated byHCCto receive
health care management internship experience at appropriate COUNTY facilities atan agreed
(betweenCOUNTYand HCC)number of hours, and shall furnish and permit studentsfree accessto
appropriate COUNTY facilities for such health care management internship experience,subject tothe
terms and conditions of this Agreement.
D. COUNTYshall identifyan individual who shall serve as a Preceptorfor each
Intern.The Preceptorshall be responsiblefor assigningall tasks and shallmake reasonableeffortsto
obtain feedback concerning theIntern's experiences,training and performance.The Preceptor shall
provide the Intern withnotlessthantwo(2)reviews ofthe Intern's work,one(1)review being
provided not later than the sixth (6th)week of the placement and another review being provided not
earlier than the ninth (9th)week of the placement.The reviews shall be utilized for the purpose of
providing the Internwith feedback concerning the Intern's professional training experience in health
care management. The review shall not be structured or presented as a performance evaluation similar
to those used for COUNTY'S employees.
E.COUNTY shall,subject to budgetary and operational concerns,maintain
facilities used for the learning experience in a manner that shall at all times conform to the
requirements of HCC's Internship Program.
F. All Interns shall be subject to the policies and procedures of the COUNTY
generally applicable to business visitors and invitees and to other educational trainees at COUNTY'S
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facilities. COUNTY shall make reasonable efforts to inform Interns of these policies and procedures.
G.COUNTY shall reserve the absolute right to review,authorize,and in its sole
discretion,deny access or admission by any student and/or HCC representatives in COUNTY
facilities.
H.COUNTY shall provide input into the evaluation conducted by HCC,of Intern's
skills and progress.
I.COUNTY shall agree to allow access to existing dining room space for Interns'
break and meal periods.HCC's Interns shall purchase food in the regular system or bring food with
them;no special arrangements for food will be made.
J.COUNTY shall not be responsible for providing transportation or auto liability
coverage for participating Interns as they will not be permitted to operate COUNTY vehicles to
perform activities related to this Agreement.
3.TERM
This Agreement shall become effective on the first day of July,2015 and shall terminate
onthe 30th dayofJune,2016.
This Agreement shall automatically be extended for one (1)additional twelve (12)
month period upon the same terms and conditions herein set forth,unless written notice of nonrenewal
is given by HCC or COUNTY or COUNTY'S DPH Director,or designee,not later than thirty (30)
days prior to the close of the current Agreement term.
4.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement,and the services to be
provided thereunder,are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated,the services provided may be modified,or this Agreement
terminated at any time by giving HCC thirty (30)days advance written notice.
B.Breach of Contract -COUNTY may immediately suspend or terminate this
Agreement in whole or in part,where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
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3) A substantially incorrect or incomplete report submitted to COUNTY;
4)Improperly performed service.
C.Without Cause -Under circumstances other than those set forth above,this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice
of an intention to terminate to HCC.
5.COMPENSATION
HCC's Internship Program conducted pursuant to the terms and conditions of this
Agreement shall be performed without the payment of any monetary consideration between HCC and
COUNTY,from one party to the other.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by HCC under this
Agreement, it is mutually understood and agreed that HCC, including any and all of HCC's Interns,
officers,agents, and employees will at all times be acting and performing as an independent
contractor,and shall act in an independent capacity and not as an officer, agent,servant,employee,
joint venturer,partner,or associate of the COUNTY.Furthermore,COUNTY shall have no right to
control or supervise or direct the manner or method by which HCC shall perform its work and
function.However,COUNTY shall retain the right to administer this Agreement so as to verify that
HCC is performing its obligations in accordance with the terms and conditions thereof. HCC and
COUNTY shall comply with all applicable provisions of law and the rules and regulations,if any,of
governmental authorities having jurisdiction over matters which are directly or indirectly the subject
of this Agreement.
Because of its status as an independent contractor,HCC employees and Interns shall
have absolutely no right to employment rights and benefits available to COUNTY employees. HCC
shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, HCC shall be solely responsible and save COUNTY
harmless from all matters relating to payment of HCC's employees,including compliance with Social
Security, withholding, and all other regulations governing such matters. As between COUNTY and
HCC,should the Interns be deemed employees,by any governmental or regulatory body,the Interns
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shall be the employees of HCC.Itis acknowledged that during the term of this Agreement,HCC may
be providing services to others unrelated tothe COUNTY orto this Agreement.
7.MODIFICATION
Any matters of this Agreement maybe modified fromtime to time bythe written
consent of all the parties without, in any way, affecting the remainder.
8.NON-ASSIGNMENT
Neitherpartyshall assign,transferor subcontractthisAgreementnortheir rights or
duties under this Agreement withoutthe priorwrittenconsentoftheother party.
9.HOLD-HARMLESS
A. HCCagreesto indemnify,save, hold harmless,and at COUNTY'S request,
defend the COUNTY,its officers,agents and employees from anyandall costs and expenses,
including attorney fees andcourt costs,damages,liabilities,claims and losses occurring or resulting to
COUNTY in connection withthe performance,or failure to perform,byHCC,its officers,agents or
employees underthis Agreement,and from anyandall costsand expenses,including attorney feesand
courtcosts,damages,liabilities,claimsandlossesoccurringor resultingto any person,firmor
corporation whomaybe injuredor damaged bythe performance,or failureto perform,ofHCC,its
officers,agents,employees,students,internsand volunteers underthis Agreement.In addition,HCC
agrees to indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting
from noncompliance herein on the part of HCC.
B. COUNTY and HCC shall give timely notice to the other of any claim, demand,
lienor suitcomingto its knowledge whichinanywaymightaffectthe otherpartyandeachpartyshall
have the right to participate in the defense of the same to the extent of its interest. COUNTY and
HCC recognize that the significantmutualbenefitsof thisAgreementdependuponclose cooperation
and good faith handling of matters subject to such indemnification provisions.
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10.INSURANCE
Without limiting the COUNTY'S right to obtain indemnification from HCC or any third
parties, HCC, at its sole expense,shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability,contractual liability,Explosion,Collapse,and Underground
(XCU),fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000)per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000),or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
C.Professional Liability
If HCC employs licensed professional staff (e.g. Ph.D., R.N.,L.C.S.W.,
M.F.C.C.)in providing services,Professional Liability Insurance with limits of
not less than One Million Dollars ($1,000,000)per occurrence,Three Million
Dollars ($3,000,000)annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
HCC shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno,its officers,agents, and employees,individually and collectively,as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by the COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under the HCC's policies herein. This insurance shall not be
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cancelled or changed without a minimum of thirty (30)days advance written notice given to
COUNTY.
Within thirty(30)days from the dateHCC executes this Agreement,HCC shall provide
certificates of insurance and endorsements as stated above forallofthe foregoing policies,as required
herein,to the County of Fresno,Department of Public Health, P.O. Box 11867,Fresno,California,
93775,Attention:Contracts Section -6th Floor,stating that such insurance coverage have been
obtained andarein full force;thatthe County of Fresno,its officers,agents and employees willnotbe
responsible forany premiums onthe policies;that such Commercial General Liability insurance
names the County of Fresno,its officers,agents and employees,individually and collectively,as
additional insured,but onlyinsofaras the operationsunderthis Agreement are concerned;thatsuch
coveragefor additional insured shallapplyas primary insurance and any other insurance,or self-
insurance,maintained bythe COUNTY,its officers,agentsand employees,shallbe excessonlyand
not contributing with insurance provided under the HCC's policies herein; and that this insurance shall
notbecancelledor changedwithouta minimum of thirty(30)daysadvance,writtennoticegivento
COUNTY.
Inthe event HCC fails to keep in effect at all times insurance coverage as herein
provided,the COUNTYmay, in addition to other remedies it mayhave, suspendor terminatethis
Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California.Insurance purchased shallbe from companies possessing current A.M.Best,Inc.ratingof
A FSC VII or better.
11.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A. The parties to this Agreement shall be in strict conformance with all applicable Federal
and State of California laws and regulations, including but not limited to Sections 5328, 10850, and
14100.2 etseq.of the Welfare and Institutions Code, Sections 2.1 and 431.300 etseq.of Title 42, Code
of Federal Regulations (CFR),Section 56 et seq.of the California Civil Code, and the Health
Insurance Portability and Accountability Act (HIPAA),including but not limited to Section 1320 D et
seq.of Title 42, United States Code (USC) and its implementing regulations, including, but not limited
to Title 45, CFR, Sections 142,160,162,and 164,The Health Information Technology for Economic
and Clinical Health Act (HITECH)regarding the confidentiality and security of patient information,
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and the GeneticInformationNondiscriminationAct (GINA)of 2008regardingthe confidentiality of
genetic information.
Except as otherwise provided in this Agreement,HCC, as a Business Associate of
COUNTY, may use or disclose Protected Health Information (PHI) to perform functions, activities or
services for or on behalf of COUNTY,as specified in this Agreement,provided that such use or
disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC
1320d et seq.The uses and disclosures of PHI may not be more expansive than those applicable to
COUNTY, as the "Covered Entity" under the HIPAA Privacy Rule (45 CFR 164.500 et seq.),except as
authorized for management,administrative or legal responsibilities of the Business Associate.
B. HCC,including its subcontractors and employees,shall protect,from unauthorized
access, use, or disclosure of names and other identifying information,including genetic information,
concerning persons receiving services pursuant to this Agreement,except where permitted in order to
carry out data aggregation purposes for health care operations [45 CFR Sections 164.504 (e)(2)(i),
164.504 (3)(2)(ii)(A),and 164.504 (e)(4)(i)]This pertains to any and all persons receiving services
pursuant to a COUNTY funded program.This requirement applies to electronic PHI. HCC shall not
use such identifying information or genetic information for any purpose other than carrying out HCC's
obligations under this Agreement.
C. HCC,including its subcontractors and employees,shall not disclose any such identifying
information or genetic information to any person or entity,except as otherwise specifically permitted
by this Agreement,authorized by Subpart E of 45 CFR Part 164 or other law,required by the Secretary,
or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by this
Agreement or authorized by law, HCC shall make reasonable efforts to limit PHI to the minimum
necessary to accomplish intended purpose of use,disclosure or request.
D.For purposes of the above sections,identifying information shall include,but not be
limited to name, identifying number,symbol,or other identifying particular assigned to the individual,
such as finger or voice print,or photograph.
E.For purposes of the above sections,genetic information shall include genetic tests of
family members of an individual or individual,manifestation of disease or disorder of family members
of an individual,or any request for or receipt of,genetic services by individual or family members.
Family member means a dependent or any person who is first,second,third, or fourth degree relative.
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F. HCC shall provide access,at the request of COUNTY,and in the time and manner
designatedby COUNTY,to PHI in a designatedrecord set (as defined in 45 CFR Section 164.501),to
an individual orto COUNTY in orderto meetthe requirements of 45 CFRSection 164.524 regarding
accessby individualsto their PHI.Withrespect to individualrequests,access shallbe providedwithin
thirty(30)daysfrom request.Accessmaybe extendedif HCCcannotprovideaccessand provides
individual with the reasons for the delay and the date when access may be granted. PHI shall be
provided in the form and format requested by the individual or COUNTY.
HCC shall make any amendment(s) to PHI in a designated record set at the request of
COUNTY or individual, and in the time and manner designated by COUNTY in accordance with 45
CFR Section 164.526.
HCCshall provideto COUNTYor to an individual, in a time and manner designatedby
COUNTY, information collected in accordance with 45 CFR Section 164.528,to permit COUNTY to
respond to a request by the individual for an accounting of disclosures of PHI in accordance with 45
CFR Section 164.528.
G. HCC shall report to COUNTY, in writing, any knowledge or reasonable belief that there
has been unauthorized access, viewing, use, disclosure, security incident, or breach of unsecured PHI
not permitted by this Agreement of which it becomes aware, immediately and without reasonable delay
and in no case later than two (2) business days of discovery.Immediate notification shall be made to
COUNTY'S Information Security Officer and Privacy Officer and COUNTY'S DPH
HIPAA Representative,within two (2)business days of discovery.The notification shall include, to the
extent possible, the identification of each individual whose unsecured PHI has been, or is reasonably
believed to have been, accessed, acquired, used,disclosed,or breached. HCC shall take prompt
corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure
required by applicable Federal and State Laws and regulations. HCC shall investigate such breach and
is responsible for all notifications required by law and regulation or deemed necessary by COUNTY
and shall provide a written report of the investigation and reporting required to COUNTY'S
Information Security Officer and Privacy Officer and COUNTY'S DPH HIPAA Representative. This
written investigation and description of any reporting necessary shall be postmarked within the thirty
(30)working days of the discovery of the breach to the addresses below:
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Countyof Fresno Countyof Fresno Countyof Fresno
Dept.of Public Health Dept.of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6439 (559) 600-6405 (559) 600-5800
P.O.Box 11867 P.O.Box 11867 2048 N.Fine Street
Fresno, CA 93775 Fresno, CA 93775 Fresno, CA 93727
H. HCC shall make its internal practices,books, and recordsrelatingto the useand
disclosure of PHIreceived from COUNTY,or created or receivedby the HCC on behalf of COUNTY,
in compliance with HIPAA's PrivacyRule,including,but not limitedto the requirements setforthin
Title 45, CFR, Sections 160and 164.HCCshall make its internal practices,books,and records
relating totheuseand disclosure ofPHI received from COUNTY,or created or received bythe HCC
on behalf of COUNTY, available to the United States Department of Health and Human Services
(Secretary)upon demand.
HCC shall cooperate withthe compliance and investigation reviews conducted bythe Secretary.
PHIaccessto the Secretary mustbe providedduringthe HCC's normalbusinesshours,however,upon
exigent circumstances accessat anytime mustbe granted.Uponthe Secretary's compliance or
investigation review,ifPHI is unavailable to HCCand in possession of a Subcontractor,itmust certify
efforts to obtain the information to the Secretary.
I.Safeguards
HCC shall implement administrative, physical, and technical safeguards as
requiredbythe HIPAA SecurityRule, SubpartC of 45 CFR 164,that reasonablyand appropriately
protect the confidentiality,integrity, and availability of PHI, including electronic PHI, that it creates,
receives,maintains or transmits onbehalfof COUNTY andto prevent unauthorized access,viewing,
use, disclosure, or breach of PHI other than as provided for by this Agreement. HCC shall conduct an
accurateand thoroughassessment of the potentialrisks and vulnerabilitiesto the confidential,integrity
and availability of electronic PHI. HCC shall develop and maintain a written information privacy and
security program that includes administrative, technical and physical safeguards appropriate to the size
and complexity of HCC's operations and the nature and scope of its activities. Upon COUNTY'S
request, HCC shall provide COUNTY with information concerning such safeguards.
HCC shall implement strong access controls and other security safeguards and
precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or
sensitive data to authorized users only. Said safeguards and precautions shall include the following
administrative and technical password controls for all systems used to process or store confidential,
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personal,or sensitive data:
1.Passwords must not be:
a.Shared or written down where they are accessible or recognizable
by anyone else; such as taped to computer screens,stored under keyboards,or visible in a work area;
b. A dictionary word;or
c.Stored in clear text
2.Passwords must be:
a.Eight (8)characters or more in length;
b.Changed every ninety (90)days;
c.Changed immediately if revealed or compromised;and
d.Composed of characters from at least three (3)of the following
four (4)groups from the standard keyboard:
1)Upper case letters (A-Z);
2)Lowercase letters (a-z);
3)Arabic numerals (0 through 9); and
4)Non-alphanumeric characters (punctuation symbols).
HCC shall implement the following security controls on each workstation or
portable computing device (e.g.,laptop computer)containing confidential,
personal,or sensitive data:
1.Network-based firewall and/or personal firewall;
2.Continuously updated anti-virus software;and
3.Patch management process including installation of all operating
system/software vendor security patches.
HCC shall utilize a commercial encryption solution that has received FIPS 140-2
validation to encrypt all confidential,personal, or sensitive data stored on portable electronic media
(including, but not limited to,compact disks and thumb drives) and on portable computing devices
(including,but not limited to,laptop and notebook computers).
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HCC shall not transmit confidential,personal,or sensitive data via e-mail or
other internet transport protocol unless the data is encrypted by a solution that has been validated by
the National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption
Standard (AES)Algorithm.HCC must apply appropriate sanctions against its employees who fail to
comply with these safeguards. HCC must adopt procedures for terminating access to PHI when
employment of employee ends.
J.Mitigation of Harmful Effects
HCC shall mitigate,to the extent practicable,any harmful effect that is suspected
or known to HCC of an unauthorized access,viewing,use,disclosure,or breach of PHI by HCC or its
subcontractors in violation of the requirements of these provisions.HCC must document suspected or
known harmful effects and the outcome.
K.HCC's Subcontractors
HCC shall ensure that any of its contractors,including subcontractors,if
applicable,to whom HCC provides PHI received from or created or received by HCC on behalf of
COUNTY,agree to the same restrictions,safeguards,and conditions that apply to HCC with respect to
such PHI and to incorporate, when applicable, the relevant provisions of these provisions into each
subcontract or sub-award to such agents or subcontractors.
L.Employee Training and Discipline
HCC shall train and use reasonable measures to ensure compliance with the
requirements of these provisions by employees who assist in the performance of functions or activities
on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such employees
who intentionally violate any provisions of these provisions, including termination of employment.
M.Termination for Cause
Upon COUNTY'S knowledge of a material breach of these provisions by HCC,
COUNTY shall either:
1.Provide an opportunity for HCC to cure the breach or end the violation
and terminate this Agreement if HCC does not cure the breach or end the violation within the time
specified by COUNTY;or
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2.Immediately terminate this Agreement if HCC has breached a material
term of these provisions and cure is not possible.
3.If neither cure nor termination is feasible, the COUNTY'S Privacy
Officer shall report the violation to the Secretary of the U.S.Department of Health and Human
Services.
N.Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and
conditions of this Agreement as written hereinabove,if: (1)HCC is found guilty in a criminal
proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) there is
a finding or stipulation that the HCC has violated a privacy or security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in
which the HCC is a party.
O.Effect of Termination
Upon termination or expiration of this Agreement for any reason, HCC shall
return or destroy all PHI received from COUNTY (or created or received by HCC on behalf of
COUNTY)that HCC still maintains in any form, and shall retain no copies of such PHI.If return or
destruction of PHI is not feasible,it shall continue to extend the protections of these provisions to such
information,and limit further use of such PHI to those purposes that make the return or destruction of
such PHI infeasible.This provision shall apply to PHI that is in the possession of subcontractors or
agents,if applicable,of HCC. If HCC destroys the PHI data, a certification of date and time of
destruction shall be provided to the COUNTY by HCC.
P.Disclaimer
COUNTY makes no warranty or representation that compliance by HCC with
these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be adequate or satisfactory
for HCC's own purposes or that any information in HCC's possession or control,or transmitted or
received by HCC, is or will be secure from unauthorized access, viewing, use, disclosure, or breach.
HCC is solely responsible for all decisions made by HCC regarding the safeguarding of PHI.
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Q.Amendment
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments.The parties specifically agree
to take such action as is necessary to amend this agreement in order to implement the standards and
requirements of HIPAA, the HIPAA regulations,the HITECH Act and other applicable laws relating
to the security or privacy of PHI.COUNTY may terminate this Agreement upon thirty (30) days
written notice in the event that HCC does not enter into an amendment providing assurances regarding
the safeguarding of PHI that COUNTY in its sole discretion,deems sufficient to satisfy the standards
and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
R.No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
intended to confer,nor shall anything herein confer,upon any person other than COUNTY or HCC
and their respective successors or assignees,any rights,remedies,obligations or liabilities whatsoever.
S.Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA,the HIPAA regulations and applicable State laws.
The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
in favor of a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
T.Regulatory References
A reference in the terms and conditions of these provisions to a section in the
HIPAA regulations means the section as in effect or as amended.
U.Survival
The respective rights and obligations of HCC as stated in this Section shall
survive the termination or expiration of this Agreement.
V.No Waiver of Obligations
No change,waiver or discharge of any liability or obligation hereunder on any
one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
16 -COUNTY'OF FRESNO
Fresno,CA
or shall prohibit enforcement of any obligation on any other occasion.
12.NO EMPLOYMENT GUARANTEES
HCC and COUNTY acknowledge and agree that although COUNTY may employ Intern
at some future date,neither HCC nor COUNTY has made any statement,representation or offer to
Intern guaranteeing Intern employment with COUNTY based upon Intern's participation in, or
completion of, the Internship Program. The Internship Program is not a recruiting mechanism for
COUNTY and the Internship Program is not intended to screen potential applicants for future
employment opportunities with the COUNTY. After the internship period has expired, COUNTY may
consider qualified Interns for future employment opportunities.
13.NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition,genetic information,marital status,sex, gender, gender identity, genderexpression,age,
sexual orientation, and military or veteran status,pursuant to all applicable State of California and
Federal statutes and regulations.
14.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision (Exhibit A) is only applicable if HCC is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this agreement, HCC changes its status to
operate as a corporation.
Members of HCC's Board of Directors shall disclose any self-dealing transactions that
they are a partyto while HCC is providing goods or performing services underthis agreement.A self-
dealing transaction shall mean a transaction to which HCC is a party and in which one or more of its
directors has a material financial interest.Members of the Board of Directors shall disclose any self-
dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction
Disclosure Form,attached hereto as part of Exhibit A and incorporated herein by reference, and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
17 -COUNTY OF FRESNO
Fresno,CA
15.DATA SECURITY
For the purpose of preventing the potential loss,misappropriation or inadvertent access,
viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse
of COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that
enter intoa contractualrelationshipwiththe COUNTYfor the purpose of providingservicesunder
this Agreement must employ adequate data security measures to protect the confidential information
provided to HCC by the COUNTY, including but not limited to the following:
A.HCC-Owned Mobile,Wireless,or Handheld Devices
HCC may not connect to COUNTY networks via personally-owned mobile,
wireless or handheld devices,unless the following conditions are met:
1)HCC has received authorization by COUNTY for telecommuting
purposes;
2)Current virus protection software is in place;
3)Mobile device has the remote wipe feature enabled;and
4)A secure connection is used.
B.HCC-Owned Computers or Computer Peripherals
HCC may not bring HCC-owned computers or computer peripherals into the
COUNTY for use without prior authorization from the COUNTY'S Chief Information Officer,and/or
designee(s), including but not limited to mobile storage devices. If data is approved to be transferred,
data must be stored on a secure server approved by the COUNTY and transferred by means of a
Virtual Private Network (VPN)connection,or another type of secure connection.Said data must be
encrypted.
C.COUNTY-Owned Computer Equipment
HCC or anyone having an employment relationship with the COUNTY,may not
use COUNTY computers or computer peripherals on non-COUNTY premises without prior
authorization from the COUNTY'S Chief Information Officer,and/or designee(s).
D.HCC may not store COUNTY'S private,confidential or sensitive data on any
hard-disk drive,portable storage device,or remote storage installation unless encrypted.
18 -COUNTY OF FRESNO
Fresno,CA
E. HCC shall be responsible to employ strict controls to ensure the integrity and
security of COUNTY'S confidential information and to prevent unauthorized access, viewing, use or
disclosure of data maintained in computer files, program documentation,data processing systems, data
files and data processing equipment which stores or processes COUNTY data internally and
externally.
F.Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES)of
128BIT or higher. Additionally, a password or pass phrase must be utilized.
G. HCC is responsible to immediately notify COUNTY of any violations, breaches
or potentialbreaches of securityrelated to COUNTY'Sconfidential information,data maintainedin
computer files,program documentation,data processing systems,datafilesanddata processing
equipmentwhichstoresor processesCOUNTYdata internallyor externally.
H. COUNTY shall provide oversight to HCC's response to All Incidents arising
froma possiblebreach of securityrelatedto COUNTY'Sconfidentialclient informationprovidedto
HCC. HCC will be responsibleto issueanynotification to affectedindividualsas requiredby lawor
as deemed necessaryby COUNTY in its sole discretion. HCC will be responsible for all costs
incurredas a resultof providing the required notification.Asusedherein,"All Incidents"refers only
to those incidents which are within HCC's control (e.g.incidents involving its employees and/or
subcontractors).
16 AUDITS AND INSPECTIONS
HCC shall at any time during business hours, and as often as the COUNTYmaydeem
necessary,makeavailableto the COUNTY forexaminationall of its recordsanddatawithrespectto
the matterscoveredbythis Agreement. HCC shall, uponrequest bythe COUNTY,permitthe
COUNTY toauditand inspect allsuch records anddata necessary to ensure HCC's compliance with
the terms of this Agreement.
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19 -COUNTY"OF FRESNO
Fresno,CA
17.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreementincludethe following:
COUNTY HCC
Director,County of Fresno Immaculate Cantos,Vice President
Department of Public Health Health Career Connection
P.O. Box 11867 300 Frank H. Ogawa Plaza, Suite 243
Fresno, CA 93775 Oakland, CA 94612
Any and all notices between the COUNTY and the HCC provided for or permitted under
this Agreement or by law shall bein writing and shall be deemed duly served when personally
delivered to one ofthe parties,orin lieu of such personal service,when deposited inthe United States
Mail, postageprepaid,addressedto such party.
18.GOVERNING LAW
The parties agree,that for the purposes of venue,performance under this Agreement is
to be in Fresno County,California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
19.SEVERABILITY
The provisions of this Agreement are severable.The invalidity or unenforceability of any one
provision inthe Agreement shall not affect the other provisions,
20.ENTIRE AGREEMENT
This Agreement,including all Exhibits,constitutes the entire agreement between the
HCC and COUNTY with respect tothe subject matter hereofand supersedes all previous Agreement
negotiations,proposals,commitments,writings,advertisements,publications,and understanding of
any nature whatsoever unless expressly included inthis Agreement.
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COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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HCC:
HEALTH CAREER CONNECTION
By~
Print Name: Immaculate Cantos
Title: Vice President
Date:
By ____________________ _
Print Name:
Title:
------------------
-----------------------Secretary (of Corporation), or
any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Date: ________ _
Mailing Address:
300 Frank H. Ogawa Plaza, Suite 243
Oakland, CA 94612
Phone#: (866) 579-4442 Fax: (866) 966-9462
Contact: Immaculate Cantos, Vice President
-21 -
COUNTY OF FRESNO:
By~~~~~~~-L~~~~~
Chairman, Board of Supervisors
Date:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By a.~r:__ ~ 1 ~
Date: l.p \\\.01 \s-
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUN1Y OF FRESNO
Fresno, CA
APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
REVIEWED AND RECOMMENDED FOR APPROVAL:
David Pomaville
Director
Department of PublicHealth
Fund/Subclass:0001/10000
Organization:56201500
Account #:
KS
22 -COUNTY OF'FRF.SNO
Fresno.CA
Exhibit A
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"),must
disclose any self-dealing transactions that they are a party to while providing goods,performing
services,or both for the County.A self-dealing transaction isdefined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more ofits directors hasa material financial interest."
The definition above will be utilized for purposesofcompletingthis disclosure form.
INSTRUCTIONS
(1)Enter board member's name,job title (if applicable),and date this disclosure is being made.
(2)Enter the board member's company/agency nameand address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County.At a minimum,include a description ofthe following:
a.The nameofthe agency/company with which the Corporation hasthe transaction;
and
b. The nature of the material financial interest inthe Corporation's transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions ofthe Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3)and (4).
Pa»e 1 of 2
Exhibit A
(1)Company Board Member Information:
Name:Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5)Authorized Signature
Signature:Date:
Pase 2 of2