HomeMy WebLinkAboutMINUTES - 07222008 - C.67 t,
SE 1, O Contra
TO: BOARD OF SUPERVISORS � ��'==-'� --��'"�
_..—FROM:---. John Cullen,-County Administrator I :a Costa
DATE: July 22, 2008 �`��� County
CO "'TGA
SUBJECT: Approval of Contract #23-158-20 with STAND! Against Domestic Violence
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the County Administrator, or his designee to execute on behalf of the.
County, Contract #23-158-20 with STAND! Against Domestic Violence, a non-profit corporation, in an
amount not to exceed $186,470; to provide shelter services for battered women and their children, for
the period from July 1, 2008 through June 30, 2009.
FISCAL IMPACT:
This Contract is included in the Department's budget for Fiscal Year 2008-2009 and is offset partially by
Marriage License fees. (30% County General Fund, 70% Marriage License Fees)
CHILDREN'S IMPACT STATEMENT:
This Contract supports the following. Board of Supervisors' community outcomes: "Families that are
safe,_stable and nurturing"; and "Communities that are safe and provide a high quality of life for children
.and families". Expected program outcomes include a safe environment where victims of abuse can
receive appropriate support and follow-up services.
BACKGROUND:
This Contract meets the social needs of the County's population in that it provides a crisis call center 24
hours per day/7 days per week, and provides shelter services to a minimum of 100 women and children
in crisis situations.
On June 12, 2007, the Board. of Supervisors approved Contract #23-158-19 with STAND! Against
Domestic Violence for the period from July 1, 2007 through June 30, 2008, for the provision of shelter
services for battered women and their children.
Approval of Contract #23-158-20 will allow the Contractor to continue providing services through June
30, 2009.
CONTINUED ON ATTACHMENT: ❑YES ®NO -SIGNATURE_
- RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
�GAPPROVE OTHER
SIGNATURE(S):
---------------------- ------- --- --------------------- ----- -------------------- --- ----- ------------------------ -- ------- -
ACTION OF BOARD ON APPROVE AS RECOMMENDED OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
X UNANIMOUS(ABSENT _) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:_ n p
ATTESTED: �U' L2 1�'Co
CONTACT: Devorah Levine,335-1017 JOHN CULLEN,CLERK OF THE BOARD
OF SUPERVISORS AND COUNTY
ADMINISTRATOR
CC:Gloria Sandoval,STAND!Against Domestic Violence
BY DEPUTY
C ontrnrCosta County STANDARD CONTRACT Number 23-1.58-20
Standard Form L-1 (Purchase of Services-Long Form) Fund/Org# 0.58.5/5561
Revised 2002 Account# 2310
Other #
1. Contract Identification.
Department Office of the County Administrator
Subject: Shelter services for battered women-and their children
2. Parties. The County of Contra Costa, California(County), for its Department named ahove,and the following
named Contractor mutually agree and promise as follows:
Contractor: STAND! AGAINST DOMESTIC VIOLENCE
Capacity: Non-Profit Corporation
Address: 1410 Danzig Plaza, Second Floor, Concord, CA 94.520
3. Term. The effective date of this Contract is July 1; 2008. It terminates on June 30, 2009 unless sooner
terminated as provided herein.
4. Payment Limit. County•'s total payments to Contractor finder this Contract sliall not exceed
$ 186,470.00.
.5. County's Obligations. County shall make to the Contractor those payments described in the Payment
Provisions attached hereto which are incorporated herein by reference,subject to all the terms and conditions
contained or Incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the.
Service Plan attached hereto:,which is incorporated herein by reference,subject to Al the terms and conditions
contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions
(if any) attached hereto, which are incorporated herein by reference.
8. Proiect. This Contract implements In whole or in part the following described Project, the application and
approval documents of which are incorporated. herein by reference:
Not applicable.
L-1 (Page 1 of 2)
C.;ofi.tra Costa Count}- STANDARD CONTRACT Number 23-1-59-20
Standard' Form L-1 (Purchase of Services-Long Form)
Revised. 2002
9. Legal Authority. This Contract is entered into under and subject to the followin(ylegal authorities:
California Government Code §§ 26227 and 31.000 and all legal authorities cited to the attached HIPAA
Business Associate Addendum, which isincorporated herein be reference.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
By By
n/Designee Deputy
Chairl-11a
CONTRACTOR
Name of business entity. Name of business entity
By
(Signature of individual or officer) By(Sigilitt.111C
(Print name and title A, if applicable) (Print name and title R, if applicable)
Note to Contractor: For Corporations (profit or nonprofit), the contract must be signed by two officers. Signature A moot he that of the
president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1190 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on'Form 1:2.
L-1 (Paige 2-of 2)
Colitra-Costa County APPROVALS/ACKNOMrLMGMF.W Nulllber 23-158-20
Sia.ii(ku- i'Forin L-2 (Purchase of Services-Long Form)
Revised 2002
APPROVALS
REC()M1\ENDED BY DEPARTMENT FORM APPROVED
C(>I N'TY COUNSEL
Bv: Bv:
Desipie e epllly
APPROVED: COUNTY ADMINIS'I,R '- OR
Bv:
Desit77ce
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
C()I.iNI'Y OF C()\rlIRA COSTA )
On before. nle,. .
insert name and Iltic of Ille officer), pers<xlally appeare(l. _ —
personally known to me (or proved LO Ille on flit' basis
of satisfactory evidence) to be (lie person(s) whose nanlc(s):is/are subscribe(.l t(� the \�itll1 instrument and
acknc>\\lc(l;ed to ulc that he/she/they executed the s<unc. in'llis/ller/their authorire(1 capacity(ies), aIId that by
hisjllca/t.heir sigilatnrc(s) oll the lnstruillC.11t the person(s);of the entity upon beliall•ohvllich the person(s) acted,
executed the lllsll'l.11llclll-.
WITNESS 1lY HANDAND OFFICIAI.:SEAI..
(Seal)
Signature.
AC6X(.)\CLI:l)G\lENV r(by Coipoiau,m,Partnership,or Individual
(Civil Cod"§118!))
I:2 ( Page'l of l)
C'oiltra Costa County_ PAYMF.1vT PROVISIONS \ilnlher 23-1.58-20
Stall(lard'Forel P-1 (Fee Basis Contracts-Long and Short Form)
Revised 2002
1. Payment Amounts. Subject to the Pavnlent L.inlit of this Contract alit.] subject to tie li.)Ilolving Payment
Provisions, County,will pay Contractor Ilse followliig fee as lilll c•ompensatioi-I lin-all services,w(.)rk,expenses
or costs provided or incurred by Contractor:
[Check one alternative oil\'.]
® a. $15,539.1G monthly, 01'
❑ b. S per unit, as dcllrted 111 the Selvlcc. Plain, or .
❑
C. S after completion ofall obligaltiorls a.Ild colldlllolls llerelll.
❑ d. Odler:
2. Payment Demands.Contractor sliall subrllit.lwrittcrl(remands for pay111Cl1to11 Cotlllty 1)elllauld Forel D-15 in
the I11a1711er awl form pl•CSCrlbed 1)y C011111y. Contractor shall sul)nlA Saud deillaildS for payment no later triad
30 days tiara the (nd of the month in 11'hic{1 the contract services upon whic{l such clenlarxl is based 11'cre
actually rerulcred. l.?porl apIN-Oval.0f paytllcllt(IClll.ulds by the head of the County Depau tnlcnt.l n lvllic}1 this
Contract is made, or his designee, Courlt.y hill niakc: patinlents as spccilic(i in Pal-agraph 1. (Pai`luent .
Aiiiotults) above.
3. Penalty for Late Submission. I1'County is unable t(i obtain reirnbtrl•serrlcrlt.from die. State of California as a
result.of Contractor's IailurC- to submit to Collllly a timely demand for payment as specilied in Paragraph 2.
(Payluenl I)cman(is) above, County shall not pay Contractor rix such sellices to die extent Collllly'S recovery
of linlding is prejll(llce.(l by the delay Cverl thotl-11 such services here 1i111Nprovided.
4. %ghtto Withhold. County has tlle.ri(;
Contra'Costa County SERVICE PLAN
Standard Form .IA Number 23-158-20
Revised 2002
I. Independent Status: Contractor is an independent cd.htractor and County shall neither direct nor have control over
Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this
Contract. In providing services hereunder, Contractor shall work cooperatively with County's Special Projects
Manager or her designee (Contract Monitor).
2. Service Activities: During the term of this Contract. Contractor shall provide a 24-bed emergency shelter program
for women and their children who are victims of domestic violence. Contractor's services hereunder shall include, but
are not limited to the following:
a. Provide an emergency shelter facility for a minimum of 100 women or children in crisis situations, 24-hours a
day, seven days a week;
b. Provide at least 7,000 shelter bed days, defined as one emergency shelter bed in full readiness for occupancy
for a 24-hour day; .
c. Provide a 24-hour a day, seven days a week crisis call center;
d. Provide referrals to community services including, but not limited to, counseling, health and social welfare
services and follow-up on tide outcome of said referrals; .
e. Provide temporary housing and food facilities, as required; and
f. Provide psychological support and peer counseling services.
3. Proaress Reports: Contractor shall submit to County's Special Projects Manager, or her designee, regular written
progress reports, quarterly, in the time, form and manner required by the County. Said progress reports shall include,
but not be limited to,the following:
a. Number of women receiving emergency shelter;
b. .Number of children receiving emergency shelter;
c. Number of vacant bed days:,and
d. Number of occupied bed days.
Contractor shall submit on or before August 15, 2009,to County's Special Projects Manager, or her designee, a written
Final Activity Report which shall include, but not be limited to,the total number of persons requesting services,the
number of persons serviced by each type of service provided. and a description of social and economic characteristics of
persons receiving service by type of service provided.
4. Third-Party Payment i,iability: Contractor shall be,solely responsible for any payments due from Contractor to
third parties or for any liabilities, obligations, or commitments of Contractor arising from Contractor's performance of
this Contract, including,but not limited to, any payments that Contractor may owe to contractors or other suppliers for
goods and services received by Contractor in the operating, equipping, altering, remodeling, renovating, or repairing of
Contractor's program and facilities established under this Contract. in no event shall County be responsible for any
payments due from Contractor to third parties or for any liabilities. obligations, or commitments of Contractor arising
from Contractor's performance of this Contract.
5. HiPAA Requirements: Contractor must comply with the applicable requirements and procedures established by the
lealth Insurance Portability and Accountability Act(H1PAA)of 1996 and any modifications thereof, including but not
limited to, the attached HiPAA Business Associate Addendum, which is incorporated herein by reference.
Initials:
Contractor County Dept.
L-3 (Page 1 of l)
Contra Costa County Number - -1.58-20
Standard Form L-4
Revised 2002 SPECIAL CONDITIONS
1. Right of Inspection. In addition to the requirements of General Conditions, Paragraph 2.
(Inspection), and the requirements of the HIPAA Business Associate Addendum, upon County's
request, Contractor must make available.to County's Special Projects Manager or her designee for
review, all records and materials relevant to the documentation of provision of services under this
Contract. In addition, as requested by County, Contractor will assist County's designated
Contract Monitor in conducting site visits.
2. Confidentiality of Information. In addition to-the requirements of General Conditions,
Paragraph 16. (Contidcntiality), and the requirements of the HIPAA Business Associate
Addendum, Contractor must ensure confidentiality of information, as follows:
a. : Contractor.will protect from unauthorized disclosure names and other identifying
information concerning persons receiving services pursuant to this Contract, except
for statistical information not identifying any client.
1). Contractor will not use such identifying.information for any purpose other than
carrying out the Contractor's obligations under this Contract.
c. Contractor will promptly transmit to the County all requests for disclosure of such
identifying information not emanating from the client.
d. Contractor will not disclose, except as otherwise specifically permitted by this
contract or authorized by the client, any such identifying information to anyone
other than the County without prior written authorization from the County.
e. For purposes of this paragraph, "identity" includes, but is not limited to, name,
identifying number, symbol, or other identifying particular assigned to an
individual, such as a finger or voice print or a.photograph.
Initials: --------=
Contractor County Dept.
I-4 (Paque I of:l.)
Number: 23-158-20
HIPAA BUSINESS ASSOCIATE ADDENDUM
To the extent, and as longi as, required by the Health Insurance,Portability and Accountability Act of 1996 and regulations
promulgated thereunder (hereinafter:referred.to as "FIiPAA"), this HIPAA Business Associate Addendum ("Addendum")
supplements and is made apart of tile Contract identified as Number 23-158-20 (hereinafter referred to as"Agreement")by
and between a Covered Entity(Contra Costa County for its Health Services Department,hereinafter referred to as"County")
and Business Associate(the Contractor identified in the Agreement,hereinafter referred to as"Associate"),and is effective as of
April 14, 2003 (the"Addendum Effective Date"). .
In consideration of the mutual promises below and the exchange of information pursuant to this Addendum,the parties agree as
follows:
1. Definitions. As used in this Addendurn,the following terms have the following meanings:
a. Business Associate("Associate')means an individual or entity whichprovides services,arranges,performs or assists
in the performance of activities on behalf of the County and who uses or discloses PHi, pursuant to the HIPAA
Regulationsincluding, but not limited to; 45 CFR Section 160.103.
b. Covered .Entity ("County') shall mean Contra Costa,County for its Health Services Department.
c. Data Aggregation shall have the meaning given to such term under tile Privacy Rule including,but not limited to,45
CFR Section 164.501.
d. Designated Record Set shall have;the meaning given to such term under the Privacy.Rule including,but not limited
to, 45 CFR Section 164.501..
e. Electronic Media is:
(1.) Electronic storage media including memory devices in computers (hard drives) and any
removable/transportable digital memory medium,such as magnetic tape or disk,optical disk,or digital memory
card; or
(2) Transmission media used to exchange information already in electronic storage media. "Transmission media
include, for example, the Internet (wide-open), extranet (using internet technoloo to link a business with
information accessible only. to collaborating parties), leased lines, dial-up lines, private networks, and the
physical movement of retmovable/transportable electronic storage media._
f Electronic Protected Health Information(ePH.I)is any health information,including health care or health payment
information,which identifies,or could be used to identify the individual to whom it pertains and.that is stored in or
transmitted by electronic media.
g. Health Care, Operations shall have the meaning given to such tern under the .Privacy Rule including, but not
limited to. 45 CFR Section 164.501.
h. Privacy Rule shall mean the Standards for Privacy of,.Indiviclually Identifiable Health Information in 45 CFR Parts
160 and 164, as in effect or as amended.
i. Protected Health Information ("Plfl") means any information in any form or medium, including oral, paper, or
electronic:(i)that relates to the past,present or future physical or mental condition of an individual;the provision of-
health
fhealth care to an individual;or tale past, present or future payment for the provision of health care to an.individual;
and(ii)that identifies the individual or with respect to'which there is a reasonable basis to believe the infonnation can
be used to identify the individual, and shall have the meaning given to such term under the Privacv Rule including,
but not limited to, 45 CFR Section 164.501.
j. . Protected Information shall mean Pi41 provided by-County to.Associate or created or received by Associate on
behalf of the County..
Initials: ___
1
Contractor County Dept_
Number: 23-158-20
k. Required by Law shall have the same meaning given to such tern under the Privacy Rule,including,but not limited
to. 45 CFR 164.501.
1. Security Incident means the attempted or successful unauthorizedaccess, use, disclosure, modification, or
destruction of infonnation or interference with system operations in an information system.
in. Security Rule shall mean the standards for protecting the security of electronic Protected Health Infonnation in 45
CFR Parts 160, 162, and 164, as in effect or.as amended.
Terms used,but not otherwise defined,in this Addendum shall have the same meaning as those terns in the Privacy Rule.
2. Obligations of Associate.
a. Permitted Uses. Associate agrees not to use Protected Information except for the purpose of performing Associate's
obligations under the Agreement and as permitted under the Agreement and this Addendum,or as Required by Law.
b. Permitted:Disclosures. Associate agrees not to disclose Protected Information in any manner that would constitute a
violation of the Privacy Rule if disclosed by County,ecept that Associate may disclose Protected Infonnation(i)in a
manner pennitted pursuant to the Agreement and Addendum,(ii)for the proper management and administration of
Associate,(iii)as Required by Law,or(iv)for Data Aggregation purposes for the Health Care Operations of County.
To the extent that Associate discloses Protected Information to a third party,Associate must obtain,prior to snaking
any such disclosure (i) reasonable: assurances from such third party that such Protected Information will be held
confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for
which it was disclosed to such third party, and (ii).an agreement from such third party to immediately notify
Associate or any breaches of conf dentiality of the Protected Infonnation,to the extent it has obtained knowledge of
such breach.
c. Appropriate Safeguards. Associate agrees to implement administrative, technical and physical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and availability of Protected Information that it
creates, receives, maintains, or transmits on behalf of the covered entity as required by the Agreement or this
addendum.
d. Reporting of Improper Use or Disclosure. Associate shall notify County in writing within five(5)working days of
its discovery of any security incident or any other use or disclosure of Protected Information not pennitted by the
Agreement or this Addendum of which Associate or its officers,employees or agents become aware. Associate shall
take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable laws and regulations.
e. Associate's Agents. Associate agrees to ensure that any agents, including subcontractors, to whom it provides
Protected Information,agree in writing to the same restrictions and conditions that apply to Associate with respect to
such Protected Information. Associate agrees to implement and maintain sanctions against agents and subcontractors
that violate such restrictions and shall mitigate the effects of any such violation.
f. Access to Protected Information. Associate agrees to make Protected Information maintained by Associate or its
agents or subcontractors in Designated Record Sets available to County for inspection and copying within ten(10)
days of request by County to enable County to fitlfill its obligations underthe Privacy Rule,including,but not limited
to,45 CFR Section 164.524.
g. Amendment of Protected Information. Within ten(10)days of receipt of request from County for an amendment
of Protected Information or a record about an individual contained in a Designated Record Set,Associate or its agents
or subcontractors shall make such Protected Infonnation available to County for amendment and incorporate any such
amendment to enable County to fulfill its obligations under the Privacy Rule, including, but not limited to,45 CFR
Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its
agents or subcontractors, Associate must notify County within five(5)calendar days of the request. Any denial of
amendment of Protected Infonnation maintained by Associate or its agents or subcontractors will be the responsibility
of County.
initials:
Contractor Count),Dept.
Number: 23-158-20
h. Availabilitv and Accounting of Information. Within ten(10)calendar days of notice by County of a request for
an accounting of disclosure of.Protected Information.Associate and its agents or subcontractors shall make available
to County the information required to provide an accounting of disclosures to enable County to fulfill its obligations
under the Privacy Rule including, but not limited to,45 CFR Section 164.528. As set forth in,and as limited by,45
CFR Section 164.528,Associate need not provide an accounting to Countyof disclosures:(i)to carry out treatment,
payment or health care operations,as set forth in 45 CFR Section 164.502;(ii)to individuals of PHI about them as set
forth in 45 CFR 164.502;(iii)to persons involved in the individual's care or other notification purposes as set forth in
.. 45 CFR Section 164.510; (iv) for national security:.or intelligence purposes as set forth in 45 CFR Section
164.512(k)(2); or (v) to correctional institutions or law enforcement offlicials as set forth in 45 CFR Section
164.512(k)(5). Associate agrees to implement a process that allows for an accounting to be collected and maintained
by Associate and its agents or subcontractors for at'least six (6) years prior to the request, but not before the
compliance date of the Privacy Rule. At a tninimurn,such information shall include:(i)the date ofdisclosure;(ii)the
name ofthe entity or person who received Protected information and, ifknown,the address of the entity or person;
(iii)a brief description of Protected Information disclosed;and(iv)a brief statement of purpose of the disclosure that
reasonably informs the individual of the basis for the disclosure,or a copy of the individual's authorization,or a copy
of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate
or its agents or subcontractors, Associate shall within five (5) calendar days of a request forward it to County in
writing. It will be County's responsibility to prepare and deliver such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2.b. of this Addendum.
i. Governmental Access to Records. Associate agrees to make its internal practices,books and records relating to the
use and disclosure of Protected information available to the Secretary of the U.S.Department of Health and i luman
Services(the"Secretary")for purposes of deternlinill g County's compliance with the,Privacy Rule. Associate agrees
to provide to County a copy of any Protected Information that Associate provides to the Secretary concurrently with
providing such Protected information to the Secretary..
j. Minimum Necessary.' Associate (and its agents and subcontractors) shall only request, use and disclose the
minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected
information.
1. Retention of Protected Information. Except as provided in Section 3.c. of this Addendum, Associate and its
subcontractors or a-ents shall retain all Protected Information throughout the term of the Agreement and shall
continue to maintain the information required under Section 2.h.of this Addendum for a period of six(6)years after
tennination of tile agreement.
m. Associate's Insurance. In addition to any other insurance requirements specified in the Agreement,Associate shall,
at its.sole cost and expense, insure its activities in connection with this Addendum. Associate shall obtain,keep in
force and maintain insurance or equivalent program(s) of self-insurance with appropriate limits, as determined by
County at its sole discretion,that shall cover losses that may arise from breach of this Addendum,breach of security,
or any unauthorized use or disclosure of'Protected Information. It should be expressly understood,however,that the
insurance.required herein shall in no way limit the liability of Associate with respect to its activities in connection
with this Addendum.
n: Indemnification. Associate agrees to indemnify and hold harmless County,its officers,agents and employees from
and against any and all claims, liabilities, demands,damages, losses, costs and expenses, (including costs and
reasonable attorney fees)or claims for in or damages that are caused by or result from the acts or omissions of
Associate, its officers, agents or employees with respect to the use and disclosure of Protected Information. This
section shall survive cancellation or termination of the Agreement.
o. Inspection of Records. Within Ien(10)days of a written request by County, Associate agrees to make available to
County during normal business hours all records, books, agreements, policies and procedures relating to the use
and/or disclosure of Protected Information for purposes of enabling County to determine Associate's compliance with
initials:_ _ _
Contractor County Dept.
Number: 23-158-20
the terms of this Addendum. County agrees to protect the confidentiality of confidential and proprietary information
of Associate to which County has access during the course of such inspection. The fact that County inspects,or fails
to inspect,or has the right to inspect,Associate's records,books,agreements,policies and procedures does not relieve
Associate of its obligations pursuant to this Addendum, nor does County's(i)failure to detect or(ii)detection,but
failure to notify Associate or require Associate's remediation of any unsatisfactory practice,constitute acceptance of
such practice or a waiver of County's enforcement rights under this Addendum.
p. Certification. County and its authorized agents or contractors, may examine Associate's facilities, systems,
procedures and records as may be necessary to determitie the extent to which Associate's security safeguards comply
with HIPAA, the I iiPAA Regulations and this Addendum.
q. Choice of Law and Personal Jurisdiction. This Addendum is made in Contra Costa County and shall be governed
and construed in accordance with the laws of the State of California. Any action relating to this Addendum shall be
instituted.and prosecuted in the courts of Contra Costa County, State of California.
r. Entire Agreement. The Agreement,including this Addendum,contains all the terms and conditions agreed upon by
the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of the Agreement, including this Addendum, shall be deemed to exist or to bind any of the parties hereto.
3. Termination.
a. .Material Breach. A breach by Associate of any material provision of this Addendum, as determined by County,
shall constitute a material breach of the Agreement,and shall provide prounds Ior termination of the Agreement by
County pursuant to General Conditions Paragraph 5 (Termination)of the Agreement.
b. Reasonable Steps to Cure Breach. if County knows of a pattern of activity or practice of Associate that constitutes
a material breach or violation of the Associate's obligations under the provisions of this Addendum or another
arrangement and does not terminale the Agreement pursuant to Section 3a, then County will provide Associate an
opportunity.to cure such breach or end such violation.as applicable. If Associate's efforts to cure such breach or end
such violation are unsuccessful,County shall either(i)terminate the Agreement,if feasible or(ii)iften nination of the
Agreement is not feasible,County will report Associate's breach or violation to the Secretary of the Department of
Health and Human Services.
c. Effect of Termination. Upon termination of the Agreement for any reason,Associate shall return or,at the option of
County.destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form,and
shall retain no copies of such Protected Information. if return or destruction is not feasible,Associate shall continue
to extend the protections of Sections 2a.,2b.,2c.,and 2d.of this Addendum to such information and limit further use
of such Protected information to those purposes that make the return or destruction of such Protected Information
infeasible. If Associate destroys the Protected information, Associate shall certify in writing to County that such
Protected information has been destroyed.
4. Disclaimer. County makes no warranty or representation that compliance by Associate with this Addendum,HIPAA or
the 111-PAA Regttlations will be adequate or satisfactory for'Associate's own purposes. Associate is.solely responsible for
all decisions made by Associate regarding the safeguarding of PHI.
5. Chan;Fes'to the Addendum.
a. Compliance with Law. The parties acknowledge that state and federal laws relating to electronic data security and
privacy are rapidly evolving and that changes to this Addendum may be required to ensure compliance with such
developments. The parties agree to take such action as may be necessary to implement the standards and
regt.nrcments of I IIPAA,the I I iPAA Regulations and other applicable state and federal laws relating to the security or
confidentiality of P.M.
Initials:
:.
Contractor Count; Dept.
4
Number: 23-158-20
I
b. Negotiations. in the event that a state or federal law,statute,or regulation materially affects the Agreement or this
Addendum, the parties agree to negotiate immediately in good faith any necessary or appropriate revisions to the
Agreement or this Addendum. If the parties are unable to reach an agreement concerning such revisions within the
earlier of thirty(30)calendar days after the date of notice seeking negotiations or the effective date of change in law
or regulations, or if the change is effective immediately, then County may, in its sole discretion, immediately
terminate the Agreement upon written notice to Assoeiate.
6. Miscellaneous Provisions.
a. Assistance in Litigation or Administrative Proceedings. Associate shall make.itself: and any subcontractors,
employees or agent assisting Associate in the performance of its obligations under the Agreement, available to
County; at no cost to County, to testify as witnesses or otherwise, in the event of litigation or administrative
proceedings against County, its officers or employees based upon a claimed violation of HIPAA, the HIPAA
Regulations or other laws relating to security and privacy and arising out of the Agreement or this Addendum.
b. No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended to confer, nor shall
anything herein confer,upon any person other than County.Associate and their respective successors or assigns,any
rights,remedies, obligations or liabilities whatsoever.
c. Effect on Agreement. Except as specifically required to implement the purposes of this Addendum,or to the extent
inconsistent with this Addendum, all other terms of the Agreement shall remain in full force and effect.
d. Interpretation. The provision of this Addendum shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision ofthis Addendum. This Addendum and the Agreement shall be
interpreted as broadly as necessary to implement and comply with 111 PAA and the Privacy Rule. Tile parties agree
that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with
HIPAA and the Privacy Rule.
e. Notice to Secretary. if County knows of a pattern of activity or practice of Associate that constitutes a material
breach or violation of Associate's obligations under this Addendum, if the breach or violation continues, and if
termination of the Agreement is not feasible,County is required by the HIPAA regulations to report the problem to
the Secretary of Health and Iluman Services.
f. Survival. The obligations of Associate under Section 3.c. (Effect of Tennination)of this Addendum shall survive
the termination of the Aureement.
iN WITNESS WHEREOF, the parties hereto have duly execLited this Addendum as of the Addendum Effective Date.
Contra Costa County Associate
By: --- By---
Title:
y --Title:
Date: Date:
[Form Approved by County Counsel]
(Revised 09/200 )
5