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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />29 <br />30 <br />31 <br />32 <br />33 <br />34 <br />35 <br />36 <br />37 <br />I. ALTERATION OF TERMS <br />This Agreement, together with Exhibit A, attached hereto and incorporated herein by reference, fully <br />expresses all understanding of COUNTY and CONTRACTOR with respect to the subject matter of this <br />Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition <br />to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in <br />writing and formally approved and executed by both parties. <br />II. COMPLIANCE <br />A. COMPLIANCE PROGRAM -ADMINISTRATOR has established a Compliance Program for <br />the purpose of ensuring adherence to all rules and regulations related to federal and state health care <br />programs. <br />1. ADMINISTRATOR shall ensure that CONTRACTOR is made aware of the relevant <br />policies and procedures relating to ADMINISTRATOR's Compliance Program. <br />2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and <br />members of Board of Directors or duly authorized agents, if appropriate, ("Covered Individuals") <br />relative to this Agreement are made aware of ADMINISTRATOR'S Compliance Program and related <br />policies and procedures. <br />3. CONTRACTOR has the option to adhere to ADMINISTRATOR'S Compliance Program or <br />establish its own. <br />4. If CONTRACTOR elects to have its own Compliance Program then it shall submit a copy <br />of its Compliance Program and relevant policies and procedures to ADMINISTRATOR within thirty <br />(30) calendar days of award of this Agreement. <br />5. ADMINISTRATOR'S Compliance Officer shall determine if CONTRACTOR'S <br />Compliance Program is accepted. CONTRACTOR shall take necessary action to meet said standards or <br />shall be asked to acknowledge and agree to the ADMINISTRATOR'S Compliance Program. <br />6. Upon approval of CONTRACTOR'S Compliance Program by ADMINISTRATOR'S <br />Compliance Officer, CONTRACTOR shall ensure that its employees, subcontractors, interns, <br />volunteers, and members of Board of Directors or duly authorized agents, if appropriate, ("Covered <br />Individuals") relative to this Agreement are made aware of CONTRACTOR's Compliance Program and <br />related policies and procedures. <br />7. Failure of CONTRACTOR to submit its Compliance Program and relevant policies and <br />procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty <br />(60) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of <br />this Agreement as to the non-complying party. <br />B. CODE OF CONDUCT -ADMINISTRATOR has developed a Code of Conduct for adherence <br />by ADMINISTRATOR'S employees and contract providers. <br />// <br />CITY OF SANTA ANA 4 of 17 <br />X:\CONTRACTS - 201 O-\2010-2015\MiHS\POD-EQUIF-MASTER-I O-1 S-BG.DOc <br />SAN 14-MAPOD03MIICK 1 5