HomeMy WebLinkAboutFresno County Superintendent of Schools-Medical Investigation and Contact Tracing_D-20-409.pdf#125099#125099AGREEMENT12THISAGREEMENTismadeandenteredintothis4thdayofAugust,2020,byandbetweenthe4COUNTYOFFRESNO,aPoliticalSubdivisionoftheStateofCalifornia,hereinafterreferredtoas5"COUNTY",andFRESNOCOUNTYSUPERINTENDENTOFSCHOOLS,aPoliticalSubdivisionofthe6StateofCalifornia,whoseaddressis1111VanNessAvenue,Fresno,CA,93721,hereinafterreferredtoas7"CONTRACTOR".COUNTYandCONTRACTORarereferredtocollectivelyas"Parties",or"Party"8individuallytothisAgreement.3WITNESSETH:WHEREAS,COUNTY,throughitsDepartmentofPublicHealth,hasaneedtocollaboratewithFresnoCountySuperintendentofSchoolstoprovidemedicalinvestigationsandcontacttracingofindividualsexposedto,ortestingpositivefor,theNovelCoronavirusDisease(COVID-19);andWHEREAS,CONTRACTOR,thefacilities,equipmentandpersonnelskilledtoprovideCOVID-19medicalinvestigationsandcontacttracingservices;andNOW,THEREFORE,inconsiderationofthemutualcovenants,termsandconditionshereincontained,thepartiesheretoagreeasfollows:1.OBLIGATIONSOFTHECONTRACTOR91011121314151617A.CONTRACTORshallconductmedicalinvestigationsandcontacttracingasdescribedinExhibitA(COVID-19CaseInvestigationandContactTracingScopeofServices),attachedheretoandbythisreferenceincorporatedherein.B.CONTRACTORshallassignstaffthatpossesstherequisiteskillsandabilitiesas18192021outlinedinExhibitA.22C.CONTRACTORshallembedtheMedicalInvestigationandContactTracingeffortsintotheirday-to-dayoperationswithexistingstaffthatpossessandmeettherequisiteskills.D.CONTRACTORshalldevelopaplanbeforetheendofthecontracttermdescribinghowtheywillcontinuetosupportthemissionofprovidingeducationregardingisolationandquarantineintheirschoolcommunitylong-term,ifandwhenCOVID-19isintroducedwithineitherstaffand/orstudentpopulation.232425262728-1-
E.CONTRACTORmustprovideproofofHealthInsurancePortabilityand2AccountabilityActof1996(HIPAA)trainingorcompleteaCOUNTYdesignatedHIPAAcompliance3trainingforanystafftrainedoutsideofFCDPHonboardingstructureF.AllofCOUNTY'SrequestsforservicesbyCONTRACTORprovidedforunderthis5Agreement,shallbeatthesolediscretionofCOUNTY'SDepartmentofPublicHealth.2.OBLIGATIONSOFTHECOUNTYA.COUNTYshallperformallservicesandfulfillallresponsibilities,asdescribed1467nExhibitA.8TERM3.9ThetermofthisAgreementshallbeeffectiveAugust4,2020throughandincludingDecember31,2020.ThisAgreementmaybeextendedforone(1)additionalsix(6)monthperioduponwrittenapprovalofpartiesnolaterthanthirty(30)dayspriortothefirstdayofthenewsix(6)monthextensionperiod.TheCOUNTYDPHDirectororhisorherdesigneeisauthorizedtoexecutesuchwrittenapprovalonbehalfofCOUNTYbasedonCONTRACTOR'Ssatisfactoryperformance.4.TERMINATION101112131415Non-AllocationofFunds-ThetermsofthisAgreement,andtheservices_tobeprovidedhereunder,arecontingentontheapprovaloffundsbytheappropriatinggovernmentagency.Shouldsufficientfundsnotbeallocated,theservicesprovidedmaybemodified,orthisAgreementterminated,atanytimebygivingtheCONTRACTORthirty(30)daysadvancewrittennotice.16A.17181920B.BreachofContract-TheCOUNTYmayimmediatelysuspendorterminatethisAgreementinwholeorinpart,whereinthedeterminationoftheCOUNTYthereis:1)Anillegalorimproperuseoffunds;2)AfailuretocomplywithanytermofthisAgreement;3)AsubstantiallyincorrectorincompletereportsubmittedtotheCOUNTY;4)Improperlyperformedservice.InnoeventshallanypaymentbytheCOUNTYconstituteawaiverbytheCOUNTYofanybreachofthisAgreementoranydefaultwhichmaythenexistonthepartoftheCONTRACTOR.Neithershallsuch2122232425262728-2-
1paymentimpairorprejudiceanyremedyavailabletotheCOUNTYwithrespecttothebreachordefault.2TheCOUNTYshallhavetherighttodemandoftheCONTRACTORtherepaymenttotheCOUNTYofany3fundsdisbursedtotheCONTRACTORunderthisAgreement,whichinthejudgmentoftheCOUNTYwere4notexpendedinaccordancewiththetermsofthisAgreement.TheCONTRACTORshallpromptlyrefund5anysuchfundsupondemand.C.WithoutCause-Undercircumstancesotherthanthosesetforthabove,this7AgreementmaybeterminatedbyCOUNTYofCONTRACTORupononePARTYgivingtheotherPARTYa8thirty(30)daysadvancewrittennoticeofanintentiontoterminate.D.EarlyTermination-IntheeventearlyterminationofthisAgreement,both10CONTRACTORandCOUNTY,shallassurecompleteinvestigation,documentationandclosureofalready11assignedcasesbyFCSSandreviewandevaluationofcompletedworkbyFCDPH.5.COMPENSATION:6912A.COUNTYagreestopayCONTRACTORandCONTRACTORagreestoreceivecompensationforservicessatisfactorilyperformedaccordingtoratessetforthinExhibitB.PaymentshallbemadeuponcertificationorotherproofsatisfactorytoCOUNTYthatserviceshaveactuallybeenperformedbyCONTRACTORasspecifiedinthisAgreement.B.COUNTYagreestoreimburseCONTRACTORatcost,forpaper,envelopesandpostagestampsutilizedformailingconfirmatory/notificationletters,withCONTRACTOR'Sprovisionofsubstantiatingdocumentation.13141516171819C.COUNTYagreestoreimburseCONTRACTORforuseofCONTRACTOR'SexistingprofessionaltranslationservicestosupporttheservicesprovidedforunderthisAgreement,atCONTRACTOR'Scost.IfCONTRACTORdoesnothaveavailabletranslationservices,COUNTY'Scurrentcontractedtelephonictranslationserviceprovidermaybeutilized.IfCOUNTY'Stranslationserviceproviderisutilized,COUNTYwillbeinvoiceddirectlybytheprovider.ContractorwillbeexpectedtosubmitatrackinglogreflectinguseofCOUNTYtranslationcontractwhichwillbeusedtoverifyandauthorizetranslationservicescontractcosts.20212223242526D.InnoeventshallservicesperformedunderthisAgreementbyCONTRACTORbeinexcessofOneMillionSevenHundredThirtyandNo/100Dollars($1,730,000.00)duringthefullterm2728-3-
1ofthisAgreement.ItisunderstoodthatallexpensesincidentaltoCONTRACTOR'Sperformanceof2servicesunderthisAgreementshallbebornebyCONTRACTOR.E.PaymentsbyCOUNTYshallbeinarrears,forservicesprovidedduringthe4precedingmonth,withinforty-five(45)daysfromdateofreceipt,verificationandapprovalof5CONTRACTOR'SinvoiceandsupportdocumentationbyCOUNTY.IfCONTRACTORshouldfailto6complywithanyprovisionoftheAgreement,COUNTYshallberelievedofitsobligationforfurther7compensation.3ItisunderstoodthatallexpensesincidentaltoCONTRACTORperformanceof9servicesunderthisAgreementshallbebornebyCONTRACTOR.6.INVOICING810CONTRACTORshallsubmitadetailedinvoiceoncontractorletterhead,toincludethefollowinginformation:datesservicesprovided,numberofstaffhoursworked,numberofcasesinvestigated/tracedperstaff,costforpaper/envelopesandpostagestampsformailings,translationservicetime(ifapplicable),andreferenceContractNumber(tobeprovidedbyCOUNTY),bythefifth(5th)workingdayofeachmonthforthepriormonth'sservicestoCOUNTY.CONTRACTORshallincludecopiesofthefollowingsupportdocumentswitheachmonthlyinvoicesubmitted:stafftimesheets/work/caselogs,translationserviceslogand/orinvoice(ifapplicable),andreceiptsforpaper/envelopes/postagestamppurchased.CONTRACTORshallsubmitmonthlyinvoicestotheCountyofFresno,DepartmentofPublicHealth,BusinessOffice,P.O.Box11867,Fresno,CA93775,and/orelectronicallytoe-mailaddress:DPHBOAP@fresnocountvca.gov7.FUNDING:111213141516171819202122FundingforthisAgreementisprovidedthroughlegislativeactionforCOVID-19response.Serviceswillbecoveredusingoneormoreofthefollowingfundingsources;theCoronavirusAid,Relief,andEconomicSecurity(CARES)ActFunding(Pub.L.No.116-136/CFDA21.019),FederalEmergencyManagementAgency(FEMA)DisasterGrants-PublicAssistanceFunding(CDFA97.036),and/oranyotherfundingmadeavailablethroughlegislation.2324252627III28-4-
INDEPENDENTCONTRACTOR:8.1Inperformanceofthework,dutiesandobligationsassumedbyCONTRACTORunderthis3Agreement,itismutuallyunderstoodandagreedthatCONTRACTOR,includinganyandallofthe4CONTRACTORofficers,agents,andemployeeswillatalltimesbeactingandperformingasan5independentCONTRACTOR,andshallactinanindependentcapacityandnotasanofficer,agent,6servant,employee,jointventurer,partner,orassociateoftheCOUNTY.Furthermore,COUNTYshallhave7norighttocontrolorsuperviseordirectthemannerormethodbywhichCONTRACTORshallperformits8workandfunction.However,COUNTYshallretaintherighttoadministerthisAgreementsoastoverifythat9CONTRACTORisperformingitsobligationsinaccordancewiththetermsandconditionsthereof.CONTRACTORandCOUNTYshallcomplywithallapplicableprovisionsoflawandtherulesand11regulations,ifany,ofgovernmentalauthoritieshavingjurisdictionovermattersthesubjectthereof.BecauseofitsstatusasanindependentCONTRACTOR,CONTRACTORshallhaveabsolutelyno13righttoemploymentrightsandbenefitsavailabletoCOUNTYemployees.CONTRACTORshallbesolely14liableandresponsibleforprovidingto,oronbehalfof,itsemployeesalllegally-requiredemployeebenefits.15Inaddition,CONTRACTORshallbesolelyresponsibleandsaveCOUNTYharmlessfromallmatters16relatingtopaymentofCONTRACTORemployees,includingcompliancewithSocialSecuritywithholding17andallotherregulationsgoverningsuchmatters.ItisacknowledgedthatduringthetermofthisAgreement,18CONTRACTORmaybeprovidingservicestoothersunrelatedtotheCOUNTYortothisAgreement.MODIFICATION:210129.19AnymattersofthisAgreementmaybemodifiedfromtimetotimebythewrittenconsentofallthepartieswithout,inanyway,affectingtheremainder.Anymodifications,madepursuanttotheaboveprovisions,shallbeeffectiveastotheCONTRACTORidentifiedinthewrittenmodification.20212210.NON-ASSIGNMENT:23Neitherpartyshallassign,transferorsub-contractthisAgreementnortheirrightsordutiesunderthisAgreementwithoutthepriorwrittenconsentoftheotherparty.11.HOLDHARMLESS:242526CONTRACTORagreestoindemnify,save,holdharmless,andatCOUNTY'Srequest,defendtheCOUNTY,itsofficers,agents,andemployeesfromanyandallcostsandexpenses(including2728-5-
1attorney'sfeesandcosts),damages,liabilities,claims,andlossesoccurringorresultingtoCOUNTYin2connectionwiththeperformance,orfailuretoperform,byCONTRACTOR,itsofficers,agents,or3employeesunderthisAgreement,andfromanyandallcostsandexpenses(includingattorney'sfeesand4costs),damages,liabilities,claims,andlossesoccurringorresultingtoanyperson,firm,orcorporationwho5maybeinjuredordamagedbytheperformance,orfailuretoperform,ofCONTRACTOR,itsofficers,6agents,oremployeesunderthisAgreement.COUNTYagreestoindemnify,save,holdharmless,andatCONTRACTOR'Srequest,8defendCONTRACTOR,itsofficers,agentsandemployeesfromanyandallcostsandexpenses,(including9attorneyfeesandcosts),damages,liabilities,claims,andlossesoccurringorresultingtoCONTRACTORin10connectionwiththeperformance,orfailuretoperform,byCOUNTY,itsofficers,agents,oremployees11underthisAgreement,andfromanyandallcostsandexpenses(includingattorney'sfeesandcosts),12damages,liabilities,claims,andlossesoccurringorresultingtoanyperson,firm,orcorporationwhomay13beinjuredordamagedbytheperformance,orfailuretoperform,ofCOUNTY,itsofficers,agents,or14employeesunderthisAgreement.12.INSURANCE:715WithoutlimitingtheCOUNTY'SrighttoobtainindemnificationfromCONTRACTORoranythirdparties,CONTRACTOR,atitssoleexpense,shallmaintaininfullforceandeffect,thefollowinginsurancepoliciesoraprogramofself-insurance,includingbutnotlimitedto,aninsurancepoolingarrangementorJointPowersAgreement(JPA)throughoutthetermoftheAgreement:A.CommercialGeneralLiabilityCommercialGeneralLiabilityInsurancewithlimitsofnotlessthanTwoMillionDollars($2,000,000.00)peroccurrenceandanannualaggregateofFourMillionDollars($4,000,000.00).Thispolicyshallbeissuedonaperoccurrencebasis.COUNTYmayrequirespecificcoveragesincludingcompletedoperations,productsliability,contractualliability,Explosion-Collapse-Underground,firelegalliabilityoranyotherliabilityinsurancedeemednecessarybecauseofthenatureofthiscontract.B.AutomobileLiabilityComprehensiveAutomobileLiabilityInsurancewithlimitsofnotlessthanOneMillionDollars($1,000,000.00)peraccidentforbodilyinjuryandforpropertydamages.Coverageshouldinclude16171819202122232425262728-6-
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any auto used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR 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 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. Molestation
Sexual abuse/molestation liability insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence. Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall
be issued on a per occurrence basis.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR’ policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
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11867, Fresno, CA 93775, Attention: Contracts Section – 6th Floor, stating that such insurance coverage
have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
not be responsible for any premiums on the policies; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR’s policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
13. AUDITS AND INSPECTIONS:
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
14. 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 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of
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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, and the Genetic Information
Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use
or disclosure shall not violate the 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. CONTRACTOR, 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. CONTRACTOR shall not use
such identifying information or genetic information for any purpose other than carrying out
CONTRACTOR’s obligations under this Agreement.
C. CONTRACTOR, 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, CONTRACTOR 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
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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.
F. CONTRACTOR shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
within thirty (30) days from request. Access may be extended if CONTRACTOR cannot provide access
and 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.
CONTRACTOR 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.
CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in accordance
with 45 CFR Section 164.528.
G. CONTRACTOR 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. CONTRACTOR shall take prompt
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corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure
required by applicable Federal and State Laws and regulations. CONTRACTOR shall investigate such
breach and is responsible for all notifications required by law and regulation or deemed necessary by
COUNTY and shall provide a written report of the investigation and reporting required to COUNTY’s
Information Security Officer and Privacy Officer and COUNTY’s 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:
County of Fresno County of Fresno County of 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 333 W. Pontiac Way
Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
H. CONTRACTOR shall make its internal practices, books, and records relating to the
use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on behalf
of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the requirements set
forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal practices, books, and
records relating to the use and disclosure of PHI received from COUNTY, or created or received by the
CONTRACTOR on behalf of COUNTY, available to the United States Department of Health and Human
Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews conducted
by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR’s normal
business hours, however, upon exigent circumstances access at any time must be granted. Upon the
Secretary’s compliance or investigation review, if PHI is unavailable to CONTRACTOR and in possession
of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
I. Safeguards
CONTRACTOR shall implement administrative, physical, and technical safeguards
as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
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receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use,
disclosure, or breach of PHI other than as provided for by this Agreement. CONTRACTOR shall conduct
an accurate and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity
and availability of electronic PHI. CONTRACTOR shall develop and maintain a written information privacy
and security program that includes administrative, technical and physical safeguards appropriate to the
size and complexity of CONTRACTOR’s operations and the nature and scope of its activities. Upon
COUNTY’s request, CONTRACTOR shall provide COUNTY with information concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
following administrative and technical password controls for all systems used to process or store
confidential, personal, or sensitive data:
1. Passwords must not be:
a. Shared or written down where they are accessible or recognizable by
anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
b. A dictionary word; or
c. Stored in clear text
2. Passwords must be:
a. Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (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).
CONTRACTOR/S shall implement the following security
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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.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
media (including, but not limited to, compact disks and thumb drives) and on portable computing devices
(including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-mail
or other internet transport protocol unless the data is encrypted by a solution that has been validated by
the National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption
Standard (AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its employees who
fail to comply with these safeguards. CONTRACTOR must adopt procedures for terminating access to
PHI when employment of employee ends.
J. Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of
PHI by CONTRACTOR or its subCONTRACTOR in violation of the requirements of these provisions.
CONTRACTOR/S must document suspected or known harmful effects and the outcome.
K. CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its CONTRACTORS, including
subcontractors, if applicable, to whom CONTRACTOR provides PHI received from or created or received
by CONTRACTOR on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that
apply to CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant
provisions of these provisions into each subcontract or sub-award to such agents or subcontractor.
L. Employee Training and Discipline
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CONTRACTOR shall train and use reasonable measures to ensure compliance with
the requirements of these provisions by employees who assist in the performance of functions or activities
on behalf of COUNTY under this Agreement and use or disclose PHI and discipline such employees who
intentionally violate any provisions of these provisions, including termination of employment.
M. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
CONTRACTOR, COUNTY shall either:
1. Provide an opportunit y for CONTRACTOR to cure the breach or end the
violation and terminate this Agreement if CONTRACTOR do not cure the breach or end the violation
within the time specified by COUNTY; or
2. Immediately terminate this Agreement if CONTRACTOR have 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) CONTRACTOR(S) is found guilty in a
criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a
finding or stipulation that the CONTRACTOR have violated a privacy or security standard or
requirement of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil
proceeding in which the CONTRACTOR is a party.
O. Effect of Termination
Upon termination or expiration of this Agreement for any reason, CONTRACTOR
shall return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on
behalf of COUNTY) that CONTRACTOR still maintain 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
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subcontractor or agents, if applicable, of CONTRACTOR. If CONTRACTOR destroy the PHI data, a
certification of date and time of destruction shall be provided to the COUNTY by CONTRACTOR.
P. Disclaimer
COUNTY makes no warranty or representation that compliance by
CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be
adequate or satisfactory for CONTRACTOR’s own purposes or that any information in
CONTRACTOR’s possession or control, or transmitted or received by CONTRACTOR, is or will be
secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR is solely
responsible for all decisions made by CONTRACTOR regarding the safeguarding of PHI.
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 CONTRACTOR does not enter into an amendment providing assurances
regarding the safeguarding of PHI that COUNTY in its sole discretion, deems sufficient to satisfy the
standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act.
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
CONTRACTOR 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
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favor of a meaning that complies and is consistent with HlPAA 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 CONTRACTOR 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, or
shall prohibit enforcement of any obligation on any other occasion.
W. Public Health Exception Extended
1. The HIPAA Privacy Rule creates a special rule for a subset of public
health activities whereby HIPAA cannot preempt state law if, “[t]he provision of state law, including
state procedures established under such law, as applicable, provides for the reporting of disease or
injury, child abuse, birth, or death, or for the conduct of public health surveillance, investigation, or
intervention.” (45 C.F.R. § 160.203(c) [HITECH Act, § 13421, sub. (a)].) ;
2. To the extent a disclosure or use of information received under this
agreement may also be considered a disclosure or use of “Protected Health Information” (PHI) of an
individual, as that term is defined in Section 160.103 of Title 45, Code of Federal Regulations, the
following Privacy Rule provisions apply to permit such data disclosure and/or use by COUNTY and
CONTRACTOR, without the consent or authorization of the individual who is the subject of the PHI:
a) HIPAA cannot preempt state law if, “[t]he provision of state law, including
state procedures established under such law, as applicable, provides for the reporting of disease or
injury, child abuse, birth, or death, or for the conduct of public health surveillance, investigation, or
intervention.” (45 C.F.R. § 160.203(c) [HITECH Act, § 13421, sub. (a)].)];
b) A covered entity may disclose PHI to a “public health authority” carrying
out public health activities authorized by law; (45 C.F.R. § 164.512(b).);
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c) A covered entity may use or disclose protected health information to the
extent that such use or disclosure is required by law and the use or disclosure complies with and is
limited to the relevant requirements of such law.” (Title 45 C.F.R. §§ 164.502 (a)(1)(vii),
164.512(a))(1).)
15. 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, gender expression, age, sexual orientation, military
status or veteran status pursuant to all applicable State of California and Federal statutes and regulation.
16. REPORTS:
CONTRACTOR/S shall work with the COUNTY to develop activity reports as needed.
17. SINGLE AUDIT CLAUSE:
A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or
more Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit in
accordance with the requirements of the Single Audit Standards as set forth in Office of Management and
Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter II, Part 200. CONTRACTOR shall
submit said audit and management letter to COUNTY. The audit must include a statement of findings or a
statement that there were no findings. If there were negative findings, CONTRACTOR must include a
corrective action plan signed by an authorized individual. CONTRACTOR agree to take action to correct
any material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
COUNTY’S DPH Administration for review within nine (9) months of the end of any fiscal year in which
funds were expended and/or received for the program. Failure to perform the requisite audit functions as
required by this Agreement may result in COUNTY performing the necessary audit tasks, or at the
COUNTY’S option, contracting with a public accountant to perform said audit, or, may result in the inability
of COUNTY to enter into future agreements with the CONTRACTOR.
B. A single audit report is not applicable if all CONTRACTOR’ Federal contracts do not
exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’ federal
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funding is through Drug Medi-Cal.
18. NOTICES:
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR/S
Director, County of Fresno Superintendent Department of Public Health Fresno County Superintendent of Schools P.O.Box 11867 1111 Van Ness Avenue Fresno, CA 93775 dphcontracts@fresnocountyca.gov Fresno, CA 93712
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, by telephonic facsimile transmission, or by electronic mail
notification. A notice delivered by personal service is effective upon service to the recipient. A notice
delivered by first-class United States mail is effective three COUNTY business days after deposit in the
United States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one COUNTY business day after deposit with the overnight
commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery,
addressed to the recipient. A notice delivered by telephonic facsimile or electronic mail (email) is effective
when transmission to the recipient is completed or email is confirmed as received by recipient (but, if such
transmission or receipt is completed outside of COUNTY business hours, then such delivery shall be
deemed to be effective at the next beginning of a COUNTY business day), provided that the sender
maintains a machine record of the completed transmission or copy of the dated and timestamped email
sent to recipient. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
19. GOVERNING LAW:
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
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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.
20. DISCLOSURE OF SELF-DEALING TRANSACTIONS:
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR’S Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
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 Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
21. SEVERABILITY:
The positions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
22. ENTIRE AGREEMENT:
This Agreement, including all exhibits constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
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INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementasofthedayandyear1firsthereinabovewritten.2COUNTYOFFRESNO:CONTRACTOR:FRESNOCOUNTYSUPERINTENDENTOFSCHOOLS3456#7JeanM.Rousseau,CountyAdministrativeOfficeroftheCountyofFresno(AuthorizedSighaturi8JimA.Yovino,FresnoCountySuperintendentofSchools9PrintName&Title1011121111VanNessAve.,Fresno,CA9372113MailingAddress14151617181920FORACCOUNTINGUSEONLY:2122ORGNo.:AccountNo.:FundNo.:562010197295230001/100002425262728-20-
(ExhibitA)COVID-19CaseInvestigationandContactTracingScopeofServicesPURPOSEFresnoCountyisaggressivelyaddressingthespreadofCOVID-19exposuresinFresnoCounty.Thefundamentalpublichealthinterventiontocontrolthisdiseaseisearlydetection,isolation,andrapidcontacttracing.TheFresnoCountyDepartmentofPublicHealth(DPH)believesthemosteffectiveapproachistoinitiatecaseinvestigationandcontacttracingatthetimeanindividualisdiagnosedclinicallyorthroughlabtesting.DPHdesirestocontractwithFresnoCountySuperintendentofSchools(FCSS)fortheAlternativeWorkSolutiontosupporttheCOVID-19MedicalInvestigation(Ml)andContactTracing(CT)efforts.ThisScopeofServiceisintendedto:1.Provideclearexpectationsfortherolesandworkperformed.2.Filltheneedfortemporary,6-8hoursaday,paidpositionsfocusedonMlandCTforconfirmedCOVID-19cases.3.Providecomprehensivetraining,includingHIPAA,hireandmentorLeadLVNs(10-12)withteamsof(10-14)toinitiatetheMlandCTprocess.Contacttracingisaspecializedskill.Tobedoneeffectively,itrequirespeoplewiththetraining,supervision,andaccesstosocialandmedicalsupportforpatientsandcontacts.Requisiteknowledgeandskillsforcontacttracersinclude,butarenotlimitedto:•Solidcommunicationskillsandfrequentuseoftelephone•Asksensitivequestionsandmaintainpatientconfidentiality,includingtheabilitytoconductinterviewswithoutviolatingconfidentiality(e.g.,tothosewhomightoverheartheirconversations)•Understandingofthemedicaltermsandprinciplesofexposure,infection,diseaseinfectiousperiod,potentiallyinfectiousinteractions,symptomsofdisease,pre-symptomaticandasymptomaticinfection•Abilitytoenterinformationintomultipledatamanagementsystems•Abilitytoworkcooperativelyandcourteouslywithmembersofthepublic•Abilitytoadapttoafrequentchangingworkenvironment•Excellentandsensitiveinterpersonalskillsincluding,butnotlimitedtotact,patience,flexibilityandcourtesy,culturalsensitivity,andinterviewingskillssuchthattheycanbuildandmaintaintrustwithpatientsandcontacts•Basicskillsofcrisiscounseling,andtheabilitytoconfidentlyreferpatientsandcontactsforfurthercareifneeded•Resourcefulnessinlocatingpatientsandcontactswhomaybedifficulttoreachorreluctanttoengageinconversation•CulturalcompetencyappropriatetothelocalcommunityPage1of2
(ExhibitA)COVID-19CaseInvestigationandContactTracingScopeofServicesMEDICALINVESTIGATIONANDCONTACTTRACINGResponsibilityofFCSSStaff:•ConductmedicalinvestigationsandcontacttracingofindividualsthatmayhavebeenexposedtoortestedpositiveforCOVID-19.•ProvideeducationandacopyoftheisolationordersfoundontheFCDPH'swebsitetoindividualswhohavetestedpositiveandquarantineorderstohouseholdcontactsandtheirclosenon-householdcontacts.•Conductmedicalinvestigationsandcontacttracingbytelephone,inaccordancewiththeMlandCTworkprocessesestablishedbyFresnoCounty.(Processesaresubjecttochangedependingonnewinformation,technologyandchangingneedsandmayincludeuseofbothelectronicandpaperworkprocesses.)•UsecomputersprovidedbyFCSSwithJabbercapabilitiestoperformMlandCTservices.•MakeaminimumofthreeattemptsofvaryingcommunicationmethodstocontactallindividualsidentifiedbyCountyforMlandCTwithin72hoursofbeingprovidedtheindividual'snameandcontactinformation.•Completereportingindicatingnumberofcontactsmadeeachday,withnumberofattemptsforthoseunabletocontact.ReportingmaybecompletedviadataentryintoCounty/Statedesignateddatasystems,i.e.REDCap,CalREDIE.•UsetheFCDPH'scontractedtranslationservicesforcaseinvestigationwhencommunicatingwithmonolingualpositiveCOVID-19individualsorcontactstopositivecasesandwhennotabletoprovidethedirectinterpretation.ResponsibilityofCounty•CountyshallprovidemedicalinvestigationandcontacttracingtrainingforFCSSstaffandworkprocessinformation.AtCounty'sdiscretion,trainingmaybeprovidedviaanonlineplatformorinpersonataCountyfacilityorconnectFCSStotrainingfacility.•Countyshallprovideongoingcoordinationmeetingstoensurepropercommunicationandefficientworkflow.•CountyshallprovideallcasenamesandcontactinformationofindividualswhoaretobecontactedbyFCSSstaff.Page2of2
(ExhibitB)COVID-19CaseInvestigationandContactTracingFresnoCountySuperintendentofSchoolsStaffingRatesSupportStaff(OA-Ill)SupportStaff(OA-I)SupportStaff(OA-II)Paraeducator*LVN$19.43$17.43$15.48$26.33$18.61HourlyRate(Max)$1.20$1.08$1.63$1.15$0.96SocialSecurity(6.2%)$0.28$0.27$0.22$0.25$0.38Medicare(1.45%)$20.92$18.76$28.34$20.03$16.66TotalHourlyRate*Hrlyratemaybeadjustedifleaddifferentialpaycompensationisauthorized
Exhibit C
Page 1 of 2
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 is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest.”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the Corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(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: