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C-1998
AMENDMENT NO. 2 TO SERVICES AGREEMENT FOR CONTINUING EDUCATION AND QUALITY IMPROVEMENT SERVICES FOR CITY'S EMT AND PARAMEDICS BY AND BETWEEN THE CITY OF ARCADIA AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, ON BEHALF OF THE UNIVERSITY OF CALIFORNIA, UCLA CENTER FOR PREHOSPITAL CARE This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into this 1St day of July 2011 by and between the City of Arcadia ( "City "), a charter city organized under the Constitution and laws of the State of California, and The Regents of the University of California, on behalf of the University of California, UCLA Center for Prehospital Care ( "UCLA ") a California Constitutional Corporation with respect to that certain Professional Services Agreement between the Parties dated October 14, 2003 ( "Agreement "), as amended by Amendment No. 1 dated October 12, 2006. The Parties agree as follows: Pursuant to Article 4, Section 4.1 of the Services Agreement, the Term is extended to June 30, 2016. 2. Pursuant to Article 6, Section 6.1 of the Services Agreement, the Compensation for Services is hereby amended to read as follows: "Commencing with the July 1, 2011 through June 30, 2012 year, CITY agrees to pay UCLA $26,070 per year. UCLA shall bill CITY $2172 monthly. At the end of each full year of service, UCLA shall increase the cost of services by the Consumer Price Index for the Greater Los Angeles region not to exceed three (3 %) percent each year to cover cost of living increases and other unbudgeted program expenses required to deliver services. CITY shall pay the amounts due within thirty (30) days of receipt of invoice from UCLA." 3. Pursuant to Article 6, Section 6.2 of the Services Agreement, the mailing address for Payments is hereby amended to read as follows: "Any payment to UCLA made pursuant to this Agreement shall be made by check payable to the Regents of the University of California and mailed to: Business Services Manager UCLA Center for Prehospital Care 10990 Wilshire Blvd., Suite 1450 Los Angeles, CA 90024" 4. Pursuant to Article 9, Section 9.1 of the Services Agreement, the mailing address for Notice is hereby amended to read as follows: "Any notice required to be given to any Party is deemed to have been given and to be effective on the date of delivery if delivered in person, or five dates after mailing if mailed by first -class certified mail, postage paid, or on the date of the fax confirmation if made by fax, to the respective address given below or to any other address as designated in writing to the other Party: UCLA: Todd LeGassick Managing Director UCLA Center for Prehospital Care 10990 Wilshire Blvd., Suite 1450 Los Angeles, CA 90024 With a copy to: UCLA Healthcare Legal Affairs 10920 Wilshire Blvd., Suite 420 Los Angeles, CA 90024 Department: Arcadia Fire Department 710 S. Santa Anita Arcadia, CA 91006 With a copy to: Stephen P. Deitsch City Attorney, City of Arcadia 240 W. Huntington Drive Arcadia, CA 91007 5. All of the remaining terms and provisions of the Services Agreement are hereby reaffirmed and remain in full force and effect. [SIGNATURES ON NEXT PAGE] In witness whereof the Parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA Donald Penman City Manager Dated: 7 91 2011 ATTEST: APPROVED AS TO FORM: gv��-e f Step en P. Deitsch City Attorney UCLA By Signature J. Thomas Rosenthal, MD Associate Vice Chancellor Dated: , 2011 CONCUR: Tony Trabbie Dated Fire Chief da 3o -3t FIRST AMENDMENT TO SERVICES AGREEMENT This First Amendment is made and entered into effective l Qi 04U6� by and between The Regents of the University of California, on behalf of the University of California, UCLA Center for Prehospital Care ( "UCLA ") and the City of Arcadia ( "CITY "), is made with reference to the following: A. On October 14, 2003, UCLA and CITY entered into a Services Agreement ( "AGREEMENT ") for UCLA to provide Continuing Education and Quality Improvement Services for CITY's EMT and Paramedics. B. CITY and UCLA desire to modify the AGREEMENT in order to modify terms. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: I. Article 4 of the AGREEMENT is amended so the term of the AGREEMENT is extended through June 30, 2011. II. Article 6, Section 6.1 of the AGREEMENT is amended so that the CITY agrees to pay UCLA $21,864 per year. UCLA shall bill CITY $1,822 monthly. At the end of each full year of service, UCLA shall increase the cost of services by 5% each year to cover cost of living increases and other unbudgeted program expenses required to deliver services. CITY shall pay the amounts due within 30 days of receipt of invoice from UCLA. Except as expressly set forth herein, all other terms and conditions of the AGREEMENT shall remain in full force and effect. Dated: Dated: kn*4I APPROVED AS TO FOI.M: Stephen P. Deitsch City Attorney UCLA By Name hay kj amld y ,1A Title V i U a Ytk 1a(,( y 67t-a has rt2U &IS4em CITY By ux%� William R. Kelly City Manager CONCUR: David. R. Lugo, Fire Chief n UCLA And The City of Arcadia Services Agreement r. This Agreement ( "Agreement ") is made and entered as of Oct. 14th,2003 by and between The Regents of the University of California, a California corporation, on behalf of the UCLA Medical Center, Center for Prehospital Care ( "UCLA ") and The City of Arcadia ( "City "), on behalf of the Arcadia Fire Department ( "Department "). RECITALS A. The UCLA Center for Prehospital Care conducts continuing education in prehospital and emergency medicine to maintain certification and licensure as EMT -Basic or EMT - Paramedic (collectively referred to as "CE Programs ") and provides quality improvement services to maintain or enhance the quality of patient care (referred to as "QI Services "). B. Department desires to utilize the services to maintain the certifications of their employees and to continue to deliver quality patient care to their community. NOW THEREFORE, the Parties hereby agree as follows: -1- Article 1 Rights and Responsibilities of UCLA 1.1 Provide a Nurse Educator ( "Educator "). UCLA shall provide one Educator to Department to conduct CE Programs and QI Services. The Educator shall be subject to the mutual approval of both UCLA and Department. 1.2 Provide CE Programs. 1.21 Scheduling CE Programs. CE Programs will be provided on each of three shifts monthly for three hours. UCLA shall develop a schedule and submit it to Department for approval. The schedule will provide a minimum of twenty -four (24) hours of continuing education for each Department EMT - Paramedic and twelve (12) hours of continuing education for each Department EMT - Basic. This will provide a Department Paramedic thirty -six (36) hours of continuing education annually if he /she attends all continuing education conducted on their scheduled shifts. 1.22 CE Program Content. All Education Programs shall meet the criteria established by the County of Los Angeles and the State of California to fulfill EMT -Basic and EMT - Paramedic continuing education and recertification requirements. Content shall be developed in collaboration with Department. 1.3 Provide QI Services. 1.31 On Site Evaluation. The Educator shall ride along and evaluate Department paramedics under field conditions and design and provide education to any specific needs identified. -2- n M 1.32 Quality Improvement Activities. The Educator shall develop, coordinate and maintain a quality improvement plan for Department. This shall include: developing a system to review Department's patient care reports, developing patient care report review criteria, reviewing patient care reports, coordinating quarterly quality improvement meetings, providing direct field observation, developing a plan to evaluate the competency of Department personnel, assisting in fact - finding for specific incidents and attending the Los Angeles County EMS Agency Quality Improvement Committee meetings to gather information regarding updates and changes to policies and/or procedures and reporting to the Department 1.33 Reports and Records. The Educator will report on QI Activities to the fire chief and QI designee (as identified in Section 3.2) and implement the recommendations under the direction of the QI Designee. Article 2 Confidentiality 2.1 Definition. For purposes of this Agreement, the term "Confidential Information" shall mean any information disclosed in order to accomplish the work under this Agreement by one party ( "Disclosing Party ") to another party ( "Receiving Party ") that is considered confidential by the Disclosing Party, provided such information is in writing or other tangible form and clearly marked as confidential when -3- M M disclosed, or is so designated in writing within thirty (30) days of such disclosure. The parties agree to disclose only information that is necessary to the work and to send such information directly to the parties noticed in Section 9 of this Agreement. 2.2 Obligations of the parties. The Receiving Party agrees, to the extent permitted by law, that Confidential Information shall remain the property of the Disclosing Party and that the Receiving Party shall only use, disclose or distribute Confidential Information within its own organization as is reasonably necessary to carry out the intent of this Agreement. For the period of the Agreement and for a period of five (5) years after disclosure, Confidential Information shall not be used or disclosed to others except in furtherance of this Agreement, provided, however, that the foregoing obligation of non -use and non - disclosure shall not apply to any portion of the Confidential Information that: 2.21 is or shall have been known to the Receiving Party before his/her receipt thereof, 2.22 is or shall have been disclosed to the Receiving Party by a third party; 2.23 is or shall have become known to the public other than through the Receiving Party; 2.24 is independently created by the Receiving Party's personnel who have had no exposure to the Confidential Information; or -4- M M 2.25 is required by law, regulation, a court of competent jurisdiction or any rules of civil procedure applicable to any court or administrative proceeding to be disclosed. 2.3 Return of Confidential Information. Upon the expiration or earlier termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party and any copies made thereof, whether in written, electronic or any other form. Article 3 Rights and Responsibilities of Department 3.1 Provide Space and Equipment. Department shall provide a classroom sufficient to provide quality instruction, audiovisual equipment, and access to department equipment and supplies for the purposes of instruction. 3.2 Designate QI Person. Department shall designate a person responsible for QI Services in the Department and to receive the information under this agreement and direct the QI Activities ( "QI Designee ") 3.3 Responsibility. Department understands and accepts the responsibility for the clinical activities and care provided by its employees and agents and for the implementation of the QI Services under this Agreement. -5- M Article 4 Term M 4.1 The term of this Agreement shall commence on July 1, 2003 and be in effect through June 30, 2004. This Agreement shall automatically renew for two additional one -year terms unless terminated earlier as set forth in this Agreement. Article 5 Termination 5.1 Termination without Cause. Either party may terminate this Agreement at any time without cause by providing the other party with sixty (60) days notice to the names set forth in Article 9 below. 5.2 Termination for Cause. Either party may terminate this Agreement for cause or a material breach by providing the other party with thirty (30) days written notice to the names set forth in Article 9 below. If the breaching party fails to cure the breach, the termination shall be effective at the end of the thirty (30) day period. Article 6 Payment 6.1 Compensation for Services. Department agrees to compensate UCLA for the services provided by the Educator under this Agreement. Department agrees to pay $18,959.28 per year for the services covered under this agreement. UCLA shall bill $1,579.94 monthly. At the end of each one year term, as set forth in section 4.1. UCLA shall increase the cost of services by 5% each year to cover -6- cost of living increases. Department shall pay this amount due within 30 days of receipt of the invoice from UCLA. 6.2 Payment. Any payment to UCLA made pursuant to this Agreement shall be made by check payable to the Regents of the University of California and mailed to: Office Manager UCLA Center for Prehospital Care 11303 W. Washington Blvd., Suite 200 Los Angeles, CA 90066 Article 7 Insurance 7.1 The parties agree to obtain and maintain the insurance set forth in Exhibit A. Article 8 Indemnification 8.1 Department and the City agree to defend, indemnify, and hold harmless UCLA, its officers, employees and agents from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Department, its officers, employees or agents. -7- C9 M 8.2 UCLA agrees to defend, indemnify, and hold harmless Department and the City, its officers, employees and agents from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCLA, its officers, employees or agents. Article 9 Notice 9.1 Any notice required to be given to any Party is deemed to have been given and to be effective on the date of delivery if delivered in person, or five days after mailing if mailed by first -class certified mail, postage paid, or on the date of the fax confirmation if made by fax, to the respective addresses given below or to any other address as designated in writing to the other Party: UCLA: Todd LeGassick Managing Director UCLA Center for Prehospital Care 11303 W. Washington Blvd., Suite 200 Los Angeles, CA 90066 With a copy to: UCLA Medical Center Legal Affairs -8- n M 10920 Wilshire Blvd., Suite 420 Los Angeles, CA 90095 Department: Arcadia Fire Department 710 S Santa Anita Arcadia, Ca. 91006 With a copy to: Stephen P. Deitsch City Attorney, City of Arcadia 240 W. Huntington Drive Arcadia, CA 91007 Article 10 Use of Name 10.1 Neither Party may use the name of the other, including the name UCLA, the Regents of the University of California, or the University of California, in any advertising, publicity, or otherwise, without the prior written approval of the other Party. Article 11 General Terms 11.1 Relationship. This Agreement is not construed as creating a partnership, joint venture, or agency relationship among the Parties. The relationship between the parties shall at all times be that of independent contractors. -9- 11.2 Governinz Law. This Agreement must be interpreted and construed according to the laws of the State of California. 11.3 Modifications. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties. 11.4 Assignment. Neither Party may assign their rights, duties, or obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party. 11.5 Severability. The provisions of this Agreement are severable. If any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, the invalidity or enforceability does not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 11.6 Waiver. Waiver by any Party of any breach of any provision of this Agreement or warranty or representation shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right in this Agreement shall not operate as a waiver of such right. 11.7 Entire Agreement. This Agreement, and the Exhibits, contain the entire Agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior written or oral agreements with respect to the subject matter in the Agreement. 11.8 No Third Party Beneficiaries. None of the provisions contained in this Agreement are intended by the parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement. [Signature page follows.] -10- IN WITNESS THEREOF, the parties hereto have executed this Agreement on the dates indicated. DATE: 3I � _ By: UCLA, The REGENTS OF THE UNIVERSITY ALIFORNIA, By: On beAalt of UCLA dical Center Print Name ' Title DATE: October �+ $ 2003 THE CITY OF ARCADIA APPROVED AS TO FORM: Step en P. Deitsch City Attorney By: _ %f —� kq- -11- William R. Kelly Print Name City Manager Title Exhibit A Insurance L Department Department at its sole cost and expense shall insure its activities in connection with this Agreement by maintaining programs of insurance or self - insurance as follows: 1. General Liability Self- Insurance with a limit of five million dollars ($5,000,000) per occurrence. 2. Business Automobile Liability Self - Insurance Program for owned, non- owned, or hired automobiles with a combined single limit of not less than five million dollars ($5,000,000) per occurrence. 3. Professional Medical Self- Insurance Program with limits of five million dollars ($5,000,000) per occurrence. 4. Workers' Compensation and Employers Liability Self- Insurance Program covering City's full liability under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time. 5. Such other insurance in such amounts which from time to time may be reasonably required by mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under Sections 1, 2, and 3 above shall not in any way limit the liability of Department and the City. The coverages referred to under Sections 1 and 2 above shall include UCLA as an insured. Such a provision, however, shall apply only in proportion to and to the extent of the negligent acts or omissions of Department and the City, its officers, employees and agents under this Agreement. Department and the City, upon execution of this Agreement, shall furnish UCLA with Certificates of Self - Insurance evidencing compliance with all requirements. II. UCLA UCLA at its sole cost and expense shall insure its activities in connection with this Agreement by maintaining programs of self - insurance as follows: 1. General Liability Self - Insurance with a limit of five million dollars ($5,000,000) per occurrence. 2. Business Automobile Liability Self- Insurance Program for owned, non- owned, or hired automobiles with a combined single limit of not less than five million dollars ($5,000,000) per occurrence. 3. Professional Medical and Hospital Liability Self - Insurance Program with limits of five million dollars ($5,000,000) per occurrence. -12- 4. Workers' Compensation and Employers Liability Self - Insurance Program covering University's full liability under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time. 5. Such other insurance in such amounts which from time to time may be reasonably required by mutual consent of the parties against other insurable risks relating to performance. It should be expressly understood, however, that the coverages required under Sections 1, 2, and 3 above shall not in any way limit the liability of UCLA. The coverages referred to under Sections 1 and 2 above shall include Department and City as insureds. Such a provision, however, shall apply only in proportion to and to the extent of the negligent acts or omissions of UCLA, its officers, employees and agents under this Agreement. UCLA, upon execution of this Agreement, shall furnish Department with Certificates of Self- Insurance evidencing compliance with all requirements. III. NOTICE Each party shall provide the other with at least thirty (30) days advance written notice to the names set forth in Article 9 of this Agreement of any changes, modifications or cancellations of the above coverages. - 13 - oz3a- �,6 HIPAA BUSINESS ASSOCIATE AMENDMENT This HIPAA Business Associate Amendment ( "Amendment ") supplements and is made a part of the Professional Services Agreement ( "Agreement ") by and between UCLA Medical Center, Center for Prehospital Care, a California Constitutional Corporation, Part of the University of California Regents System ('BUSINESS ASSOCIATE ") and the City of Arcadia, a municipal organization organized under the laws of the State of California ( "CITY') and is effective as of April 14, 2003 (the "Amendment Effective Date "). RECITALS A. CITY and BUSINESS ASSOCIATE desire to protect the privacy and provide for the security of Protected Health Information used by or disclosed to BUSINESS ASSOCIATE in compliance with the Health Insurance Portability and Accountability Act of 1996, ( "HIPAA ") and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the " HIPAA Regulations ") and other applicable laws and regulations. B. CITY, pursuant to the terms of the Agreement, wishes to disclose to BUSINESS ASSOCIATE certain information, some of which may constitute Protected Health Information. C. BUSINESS ASSOCIATE provides services, arranges, performs or assists in the performance or activities of CITY and uses or discloses PHI, pursuant to the HIPAA Regulations, 45 CFR Section 160.103. D. "Protected Health Information" or "PHI" means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present, or future physical or mental condition of an individual; the provision of health care to an individual; or the 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 information can be used to identify the individual, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including, but not limited to 45 CFR Section 164.501. The purpose of this Amendment is to satisfy certain standards and requirements of HIPAA and the HIPAA Regulations, including, but not limited to, Title 45, Section 164.504(e) of the Code of Federal Regulations ( "CFR "), as the same may be amended from time to time. In consideration of the mutual promises made below and the exchange of information pursuant to the Agreement, amendments to the Agreement and this Amendment (herein collectively the "Agreement "), the parties agree as follows: 1. Responsibilities of BUSINESS ASSOCIATE. a. Permitted Uses and Disclosures. BUSINESS ASSOCIATE may use and/or disclose PHI received by BUSINESS ASSOCIATE pursuant to the 2280 \CMM \651 054.1 I Agreement and this Amendment solely for the purpose of performing its obligations under the Agreement and this Amendment. b. Restrictions of PHI. BUSINESS ASSOCIATE shall notify CITY in writing within five (5) working days of receipt of any request by patients or their representatives to restrict the use and disclosure of the PHI BUSINESS ASSOCIATE maintains for or on behalf of CITY. Upon written notice from CITY, BUSINESS ASSOCIATE agrees to comply with any instructions to modify, delete or otherwise restrict the use and disclosure of PHI it maintains for or on behalf of CITY. C. Use of PHI. BUSINESS ASSOCIATE may, if necessary, use PHI (i) for the proper management and administration of BUSINESS ASSOCIATE's business or (ii) to carry out BUSINESS ASSOCIATE's legal responsibilities. d. Nondisclosure. BUSINESS ASSOCIATE is not authorized and shall not use or further disclose CITY's PHI other than as permitted under the Agreement or this Amendment, or as required by law or regulation. e. Safeguards. BUSINESS ASSOCIATE shall use appropriate administrative, technical and physical safeguards to prevent any use or disclosure of CITY's PHI other than as provided for by the Agreement and this Amendment. f. Reporting of Disclosures. BUSINESS ASSOCIATE shall notify CITY in writing within five (5) working days of its discovery of any use or disclosure of CITY's PHI not permitted by the Agreement or this Amendment of which BUSINESS ASSOCIATE or its officers, employees or agents become aware and BUSINESS ASSOCIATE shall also make an initial report by telephone call to CITY within forty -eight (48) hours from the time the BUSINESS ASSOCIATE becomes aware of the non - permitted use or disclosure. BUSINESS ASSOCIATE shall take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. g. Compliance with Law. BUSINESS ASSOCIATE shall comply with all applicable federal and state laws and regulations, including the HIPAA Standards for Electronic Transactions, 45 CFR Parts 160 and 164, if applicable under the terms and requirements of this Agreement. h. BUSINESS ASSOCIATE's Agents. BUSINESS ASSOCIATE shall ensure that any agent or subcontractor agrees with BUSINESS ASSOCIATE in writing that the agent or subcontractor will hold the PHI confidentially and use or disclose the PHI only as required by law or for the purpose it was used or disclosed to the agent or subcontractor. Additionally, the agent or subcontractor shall notify BUSINESS ASSOCIATE of any instances of which it is aware in which the confidentiality of the PHI has been breached. BUSINESS ASSOCIATE further agrees to mitigate, to the extent practicable, any harmful effect that is known to BUSINESS ASSOCIATE of 2280 \CMM \651054.1 2 %W 140 a use or disclosure of PHI by BUSINESS ASSOCIATE in violation of the requirements of this Amendment or the Agreement. i. Availability and Accounting of Information. BUSINESS ASSOCIATE shall, within twenty (20) calendar days of receipt of a written request, make available to CITY and, if authorized in writing by CITY, to the subject of the PHI, such information as may be required to fulfill CITY's obligations of provide access to, provide a copy of, and account for disclosures of CITY's PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Sections 164.524 and 164.528. The accounting shall include: i) the date of the disclosure, ii) the name and address of the entity or person who received the PHI, iii) a brief description of the PHI disclosed, and iv) a brief statement of the basis for the disclosure or a copy of an authorization for the disclosure. For such disclosure that requires an accounting under this paragraph, BUSINESS ASSOCIATE shall track the information required by the HIPAA Regulations and shall securely maintain the information for six (6) years from the date of disclosure. Amendment of PHI. BUSINESS ASSOCIATE shall inform CITY within five (5) working days of receipt of any request by or on behalf of the subject of the PHI to amend the PHI BUSINESS ASSOCIATE maintains for or on behalf of CITY. BUSINESS ASSOCIATE shall, within twenty (20) calendar days of receipt of a written request, make the subject's PHI available to CITY as may be required to fulfill CITY's obligations to amend PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Section 164.526. BUSINESS ASSOCIATE shall, as directed by CITY, incorporate any amendments to CITY's PHI into copies of such PHI maintained by BUSINESS ASSOCIATE. k. Regulatory Compliance. BUSINESS ASSOCIATE shall make its internal practices, books and records relating to the use and disclosure of PHI received from CITY (or created or received by BUSINESS ASSOCIATE on behalf of CITY) available to any state or federal agency; including the U.S. Department of Health and Human Services, for purposes of determining CITY's compliance with the HIPAA Regulations. Inspection of Records. Within thirty (30) calendar days of a written request, BUSINESS ASSOCIATE shall make available to CITY during normal business hours all records, books, agreements, policies and procedures relating to the use and/or disclosure of CITY's PHI for purposes of enabling CITY to determine BUSINESS ASSOCIATE's compliance with the terms of this Amendment. M. Certification. CITY and its authorized agents or contractors, may examine BUSINESS ASSOCIATE's facilities, systems, procedures, and records as may be necessary to determine the extent to which BUSINESS 2280 \CMM \651054.1 `fto ASSOCIATE's security safeguards comply with HIPAA, the HIPAA Regulations, or this Amendment. 2. Termination. a. Material Breach. A breach by BUSINESS ASSOCIATE of any material provision of this Amendment, as determined by CITY, shall constitute a material breach of the Agreement, and shall provide grounds for immediate termination of the Agreement by CITY. b. Effect of Termination. Upon termination of the Agreement for any reason, BUSINESS ASSOCIATE shall return or, at the option of CITY, destroy all PHI received from CITY, or created and received by BUSINESS ASSOCIATE on behalf of CITY, that BUSINESS ASSOCIATE still maintains in any form, and shall retain no copies of such PHI. If return or destruction is not feasible, as determined by CITY, BUSINESS ASSOCIATE shall continue to extend indefinitely the protections of this Amendment to such information, and immediately terminate any further use or disclosure of such PHI. 3. Changes to the Amendment. 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 Amendment may be required to ensure compliance with such developments. The parties specifically agree to take such action as may be necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable state and federal laws relating to the security or confidentiality of PHI. b. Negotiations. In the event of a change in or interpretation of any state or federal law, statute, or regulation which materially affects the rights or obligations of either party under the Agreement or this Amendment, the parties agree to negotiate immediately in good faith any necessary or appropriate revisions to the Agreement and this Amendment. If the parties are unable to reach an agreement concerning such revisions within the earlier of sixty (60) calendar days after the date of notice seeking negotiations or the effective date of a change in law or regulation, then either party may immediately terminate the Agreement upon written notice to the other. 4. Indemnification. a. Indemnification by BUSINESS ASSOCIATE. BUSINESS ASSOCIATE agrees to defend at CITY's election, indemnify, and hold harmless CITY, its officers, agents and employees from and against any and all claims, liabilities, demands, damages, losses, costs and expenses, (including costs and reasonable attorneys' fees) or claims for injury or damages that are caused by or result from the acts or omissions of BUSINESS ASSOCIATE, 2280 \CMM \651054.1 4 1%V' Ifto its officers, agents or employees with respect to the use and disclosure of CITY's PHI. BUSINESS ASSOCIATE's obligations hereunder shall survive termination of this Amendment and the Agreement. 5. Miscellaneous Provisions. a. No Third Party Beneficiaries. Nothing express or implied in this Amendment is intended to confer, nor shall anything herein confer, any rights, remedies, obligations or liabilities whatsoever upon any person or entity other than CITY, BUSINESS ASSOCIATE, and their respective successors and assigns. b. Notice to Secretary. If CITY knows of a pattern of activity or practice of BUSINESS ASSOCIATE that constitutes a material breach or violation of BUSINESS ASSOCIATE's obligation under this Amendment and, if the breach or violation continues, and if termination of this Amendment is not feasible, CITY is required by the HIPAA regulations to report the problem to the Secretary of Health and Human Services. C. Survival. The obligations of BUSINESS ASSOCIATE under Sections 1(k), 1(1), 2(b), 4(a), 4(b) and 5(a) of this Amendment shall survive the termination of this Agreement. d. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. e. Applicable Law. This Amendment and the Agreement shall be governed by and construed in accordance with the internal laws of the State of California. f. Interpretation. Any ambiguity in this Amendment shall be resolved to permit CITY to comply with the HIPAA Regulations. [signatures follow on next page] 2280 \CM M \651054.1 M n IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Agreement. UCLA Medical Center for Presospital Care City of Arcadia ( "BUSINESS ASSOCIATE ") By. Name: Its: Dated: 2280 \CMM \651054.1 6 ( "CITY ") U William R. Kelly City Manager Dated: 4040* ATTEST: qty Clerk APPROVED AS TO FORM b I Stephen P. Deitsch City Attorney CONCUR: f 11) y1,,/,/, Department H d Date s� HIPAA BUSINESS ASSOCIATE AGREEMENT This Agreement ( "Agreement ") is entered into by and between 6 MR L ( "Business Associate ") and the City of Arcadia, a municipal corporation and charter city in the . State of California ( "Covered Entity "). RECITALS WHEREAS, Business Associate performs functions, activities, or services for, or on behalf of Covered Entity, and Business Associate receives, has access to or creates Health Information in order to perform such functions, activities or services; WHEREAS, Covered Entity is subj; „ct to the A dmnistrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder ( "HIPAA "), including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of Health Information by Business Associate if such a contract is not in place. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 "Disclose" and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal operations or to other than its employees. 1.2 "Health Information” means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity. 1.3 "Privacy Regulations" means the Standards for Privacy of Covered Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA. �1`rrr' \ri►' 1.4 "Services" means the services provided by Business Associate pursuant to the Underlying Agreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the Covered Entity. 1.5 "Underlying Agreement" means the services agreement executed by the Covered Entity and Business Associate, if any. 1.6 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application, utilization, examination or analysis of such Health Information within Business Associate's internal operations. ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE 2.1 Initial Effective Date of Performance. The obligations created under this Agreement shall become effective on April 14, 2003. 2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and shall: a. Use and Disclose Health Information as necessary to perform Services for, or on behalf of Covered Entity: b. Use Health Information to create aggregated or de- identified information (in accordance with the requirements of the Privacy Regulations); C. Use or Disclose Health Information (including aggregated or de- identified information) as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or Disclose Health Information in a manner that would not be permissible if done by Covered Entity. Business Associate shall not Use Health Information for any other purpose, except that if necessary, Business Associate may Use Health Information for the proper management and administration of Business Associate or to carry out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy Regulations or California law if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may Disclose Health Information for the proper management and administration of the Business Associate, provided that with respect to any such Disclosure either (a) the Disclosure is required by law (within the meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business Associate obtains reasonable written assurances from the person to whom the information is to be Disclosed that such person will hold the information in confidence and will not Use or further Disclose such information except as required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. K tape 2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any manner other than as permitted by this Agreement. 2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation of the requirements of this Agreement. 2.5 Reporting Non - Permitted Use or Disclosure. Business Associate shall report to Covered Entity each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors that is not specifically permitted by this Agreement of which Business Associate becomes aware. The initial report shall be made by telephone call to the Covered Entity within forty -eight (48) hours from the time the Business Associate becomes aware of the non - permitted Use or Disclosure, followed by a written report to covered Entity no later than five (5) days from the date the Business Associate becomes aware of the non - permitted Use or Disclosure. 2.6 Availability of Internal Practices, Books and Records. Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of Health Information available to the Secretary of the U.S. Department of Health and Human Services ( "Secretary "), for purposes of determining Covered Entity's compliance with the Privacy Regulations. 2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered Entity determines that any Health Information constitutes a "designated record set" under the Privacy Regulations, (a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s) identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such access and make such amendments within the time and in the manner specified by Covered Entity. 2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section 2.8, Business Associate shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure. 2.9 Use of Subcontractors and Agents. Business Associate shall require each of its agents and subcontractors that receive Health Information from Business Associate to execute a written agreement obligating the agent or subcontractor to comply with all the terms of this Agreement with respect to such Health Information. 3 ARTICLE III OBLIGATIONS OF COVERED ENTITY 3.1 Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or Disclosure of Health Information. ARTICLE IV TERM AND TERMINATION 4.1 Term. Subject to the provisions of Sections 4.2 and 4.3, the term of this Agreement shall be the term of the Underlying Agreement(s). 4.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: a. notify Business Associate of the breach in writing, and provide an opportunity to cure the breach or end the violation within ten (10) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this Agreement and the Underlying Agreement(s) upon written notice to Business Associate; b. upon written notice to Business Associate, immediately terminate this Agreement and the Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or C. if Covered Entity determines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. 4.3 Termination for Breach of Section 5.2. Covered Entity may terminate the Underlying Agreement(s) and this Agreement upon thirty (30) days written notice in the event (a) Business Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of Health Information that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA. 4.4 Disposition of Health Information Upon Termination or Expiration. Upon termination or expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Health Information. However, if the Business Associate determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information 4 M provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains Health Information, and (b) further limits Uses and Disclosures of Health Information to those purposes that make the return or destruction of Health Information infeasible. ARTICLE V MISCELLANEOUS 5.1 Indemnification. Notwithstanding anything to the contrary in the Underlying Agreement(s), at Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity and Covered Entity's employees, directors, officers, subcontractors or agents (the "Indemnities ") against all damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability to third parties arising from any breach of this Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of Business Associate's workforce. Business Associate's obligation to indemnify the Indemnitees shall survive the expiration or termination of this Agreement for any reason. 5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement 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 implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's request, Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terms of any amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 5.3 Relationship to Underl jnng Agreement(s) Provisions. In the event that a provision of this Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 5.5 Non - Waiver. A failure of any party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this Agreement be 11 M valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 5.6 Agreement Drafted By All Parties. This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party. 5.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 5.8 Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 5.9 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 5.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. 5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: If to Business Associate: CMRE Financial Services, Inc. 3350 East Birch Street, Suite 200 Brea, CA 92821 If to Covered Entity: Arcadia Fire Department 710 S. Santa Anita Avenue Arcadia, California 91006 Attn: Compliance Officer or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the D • c transmission was completed; twenty -four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy -two (72) hours following deposit in the U.S. Mail as required herein. 5.12 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Los Angeles County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section 5.12. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date stated above. COVERED ENTITY CITY OF ARCADIA By: W " Print Name: William R. Kelly Title: City Manager Dated: : it" RECOMMENDED BY: 0 David LAW Fire Chief APPROVED AS TO FORM: ��J .- A An 1A V '*11 Steplkn P. Deitsch City Attorney 7 BUSINESS ASSOCIATE By: Print Name: Lct w "ve Kc �-- Title: 1 Dated: L " l < < I t3 /9S5 HIPAA BUSINESS ASSOCIATE AGREEMENT This Agreement ( "Agreement") is entered into by and between Wittman Enterprises, LLC ( "Business Associate ") and the City of Arcadia, a municipal corporation and charter city in the State of California ( "Covered Entity "). RECITALS WHEREAS, Business Associate performs functions, activities, or services for, or on behalf of Covered Entity, and Business Associate receives, has access to or creates Health Information in order to perform such functions, activities or services; WHEREAS, Covered Entity is subject to the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder ( "HIPAA "), including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of Health Information by Business Associate if such a contract is not in place. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 "Disclose" and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal operations or to other than its employees. 1.2 "Health Information" means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity. 1.3 "Privacy Regulations" means the Standards for Privacy of Covered Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA. 1.4 "Services" means the services provided by Business Associate pursuant to the Underlying Agreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the Covered Entity. 1.5 "Underlying Agreement" means the services agreement executed by the Covered Entity and Business Associate, if any. 1.6 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application, utilization, examination or analysis of such Health Information within Business Associate's internal operations. ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE 2.1 Initial Effective Date of Performance. The obligations created under this Agreement shall become effective on April 14, 2003. 2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and shall: a. Use and Disclose Health Information as necessary to perform Services for, or on behalf of Covered Entity: b. Use Health Information to create aggregated or de- identified information (in accordance with the requirements of the Privacy Regulations); C. Use or Disclose Health Information (including aggregated or de- identified information) as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or Disclose Health Information in a manner that would not be permissible if done by Covered Entity. Business Associate shall not Use Health Information for any other purpose, except that if necessary, Business Associate may Use Health Information for the proper management and administration of Business Associate or to carry out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy Regulations or California law if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may Disclose Health Information for the proper management and administration of the Business Associate, provided that with respect to any such Disclosure either (a) the Disclosure is required by law (within the meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business Associate obtains reasonable written assurances from the person to whom the information is to be Disclosed that such person will hold the information in confidence and will not Use or further Disclose such information except as required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 2 2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any manner other than as permitted by this Agreement. 2.4 Miti ag tion. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation of the requirements of this Agreement. 2.5 Reporting Non - Permitted Use or Disclosure. Business Associate shall report to Covered Entity each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors that is not specifically permitted by this Agreement of which Business Associate becomes aware. The initial report shall be made by telephone call to the Covered Entity within forty-eight (48) hours from the time the Business Associate becomes aware of the non - permitted Use or Disclosure, followed by a written report to covered Entity no later than five (5) days from the date the Business Associate becomes aware of the non - permitted Use or Disclosure. 2.6 Availability of Internal Practices, Books and Records. Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of Health Information available to the Secretary of the U.S. Department of Health and Human Services ( "Secretary "), for purposes of determining Covered Entity's compliance with the Privacy Regulations. 2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered Entity determines that any Health Information constitutes a "designated record set" under the Privacy Regulations, (a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s) identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such access and make such amendments within the time and in the manner specified by Covered Entity. 2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section 2.8, Business Associate shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure. 2.9 Use of Subcontractors and Agents. Business Associate shall require each of its agents and subcontractors that receive Health Information from Business Associate to execute a written agreement obligating the agent or subcontractor to comply with all the terms of this Agreement with respect to such Health Information. 3 �kw *M101 ARTICLE III OBLIGATIONS OF COVERED ENTITY 3.1 Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or Disclosure of Health Information. ARTICLE IV TERM AND TERMINATION 4.1 Term. Subject to the provisions of Sections 4.2 and 4.3, the term of this Agreement shall be the term of the Underlying Agreement(s). 4.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: a. notify Business Associate of the breach in writing, and provide an opportunity to cure the breach or end the violation within ten (10) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this Agreement and the Underlying Agreement(s) upon written notice to Business Associate; b. upon written notice to Business Associate, immediately terminate this Agreement and the Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or C. if Covered Entity determines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. 4.3 Termination for Breach of Section 5.2. Covered Entity may terminate the Underlying Agreement(s) and this Agreement upon thirty (30) days written notice in the event (a) Business Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of Health Information that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA. 4.4 Disposition of Health Information Upon Termination or Expiration. Upon termination or expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Health Information. However, if the Business Associate determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information L I provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains Health Information, and (b) further limits Uses and Disclosures of Health Information to those purposes that make the return or destruction of Health Information infeasible. ARTICLE V MISCELLANEOUS 5.1 Indemnification. Notwithstanding anything to the contrary in the Underlying Agreement(s), at Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity and Covered Entity's employees, directors, officers, subcontractors or agents (the "Indemnities ") against all damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability to third parties arising from any breach of this Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of Business Associate's workforce. Business Associate's obligation to indemnify the Indemnitees shall survive the expiration or termination of this Agreement for any reason. 5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement 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 implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's request, Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terms of any amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 5.3 Relationship to Underlying Agreement(s) Provisions. In the event that a provision of this Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 5.5 Non - Waiver. A failure of any party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this Agreement be 5 fir+' `400+ valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 5.6 Agreement Drafted By All Parties. This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party. 5.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 5.8 Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 5.9 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 5.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. 5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: If to Business Associate: Wittman Enterprises, LLC 21 Blue Sky Court Sacramento, CA 95828 Attn: HIPAA Privacy Officer If to Covered Entity: Arcadia Fire Department 710 S. Santa Anita Avenue Arcadia, California 91006 Attn: Compliance Officer or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the 11 transmission was completed; twenty -four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy -two (72) hours following deposit in the U.S. Mail as required herein. 5.12 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Los Angeles County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section 5.12. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date stated above. COVERED ENTITY CITY OF ARCADIA Print Name: William R. Kelly Title: City Manager Dated: X460 APPROVED AS TO FORM: 1 I Steph n P. Deitsch City Attorney 7 BUSINESS ASSOCIATE By: Print Name: Title: Dated: RECOMMENDED BY: David Lugo, 17F ire;F Chief UNITED BEHAVIORAL HEALTH GROUP ENROLLMENT AGREEMENT ASSESS AND REFER EMPLOYEE ASSISTANCE PROGRAM By and Between UNITED BEHAVIORAL HEALTH and CITY OF ARCADIA M ARTICLE 1l. EFFECTIVE DATE AND TERM OF AGREEMENT ........ ............................... ARTICLEIII. PREMIUMS 31 Premium Rate Schedule ........................................................................ ..............................3 %2 Premium Due Date and Payments ......................................................... ..............................4 ;.3 Premium Adjustments ........................................................................... ..............................4 3.4 Premium Rate Changes .................................. ............................... ......4 . ............................... ARTICLE IV. ELIGIBILITY 4.1 Eligible Members .................................................................................. ..............................5 4.2 Member Effective Dates of Coverage ................................................... ..............................5 4.3 Ineligible Members ............................................................................... ..............................5 ARTICLE V. RESPONSIBILITIES OF THE GROUP 5.1 Offering Coverage ......... ............................... ......... . 5.2 Listing of Members ............................................................................... ..............................6 5.3 Compensation of Company ................................................................... ..............................6 ARTICLE VI. RESPONSIBILITIES OF THE COMPANY 6.1 Assess and Refer Employee Assistance Program ................................. ..............................6 6.2 Telephone "Help Line" ......................................................................... ..............................6 6.3 Participating Provider Network ............................................................ ..............................7 6.4 Newsletter, Brochures and Manager Reference Guide ......................... ..............................7 6.5 Training and Consultative Services ...................................................... ..............................7 6.6 Critical Incident Stress Debriefings (" CISD") ...................................... ..............................7 6.7 Record Keeping ' " "' " " " " "7 ................................................................ ............................... 6.8 Statistical Reports ................................................................................. ..............................8 6.9 Insurance .................. ............................... .............................................. ..............................8 CirvofArcadia_CON Original issuance Date: 5/18 /2000 revised 4/4/01 TABLE OF CpNTENTS � ARTICLE I. DEFINITIONS 1.1 Assessment and Referral Behavioral Disorder ............. ............................... 1 3 ' ............................. Consultative Services 1.4 ..... ............................... Critical Incident nt Stre 1.5 ss Debriefing ( "CISD ") Depend " " """'•••••••• 1 1.6 Employee Ass' tanc e Program ........... ........................... 1.7 Mana ement ................ Management Referral.... Member 1.9 ..................... .................... Participating Provider ..... ............................... 2 1.10 Provider. .. 1.11 Psychological Injury 1.12 .............................................................................. Subscriber..... .................. ............................... ..............................2 2 1.13 Substance Abuse 1.14 .................................................................................. ................... Training ..............................2 . ............................... ........... .................... ..............................3 .................................. ..............................3 ARTICLE 1l. EFFECTIVE DATE AND TERM OF AGREEMENT ........ ............................... ARTICLEIII. PREMIUMS 31 Premium Rate Schedule ........................................................................ ..............................3 %2 Premium Due Date and Payments ......................................................... ..............................4 ;.3 Premium Adjustments ........................................................................... ..............................4 3.4 Premium Rate Changes .................................. ............................... ......4 . ............................... ARTICLE IV. ELIGIBILITY 4.1 Eligible Members .................................................................................. ..............................5 4.2 Member Effective Dates of Coverage ................................................... ..............................5 4.3 Ineligible Members ............................................................................... ..............................5 ARTICLE V. RESPONSIBILITIES OF THE GROUP 5.1 Offering Coverage ......... ............................... ......... . 5.2 Listing of Members ............................................................................... ..............................6 5.3 Compensation of Company ................................................................... ..............................6 ARTICLE VI. RESPONSIBILITIES OF THE COMPANY 6.1 Assess and Refer Employee Assistance Program ................................. ..............................6 6.2 Telephone "Help Line" ......................................................................... ..............................6 6.3 Participating Provider Network ............................................................ ..............................7 6.4 Newsletter, Brochures and Manager Reference Guide ......................... ..............................7 6.5 Training and Consultative Services ...................................................... ..............................7 6.6 Critical Incident Stress Debriefings (" CISD") ...................................... ..............................7 6.7 Record Keeping ' " "' " " " " "7 ................................................................ ............................... 6.8 Statistical Reports ................................................................................. ..............................8 6.9 Insurance .................. ............................... .............................................. ..............................8 CirvofArcadia_CON Original issuance Date: 5/18 /2000 revised 4/4/01 ART Icu TE oN 7-1 Termination 7 2 ............ Termination for Cause b - • Termination Y the Co ............................... n forCause Y ......................... ................... ARTICLE b CLE VIII. GE Y e Group 8 NERAL PRp p ........... VISIONS ........................ 8.1 Compli ance With Applicable ........... ........ 8.2 Law....... Relationship of Parties .............................. 8 3 8.4 ............................... Nondisclo s " " " "" Nondisclosure and .. ............................... onfidentiali "" t)' .................. 9 8.5 Amendments ................... Waiver.. :........... '........................................... 8.6 ............................... ..............................9 Severability 9 8.7 Assignment .............................................................................. ............................... ........9 8.8 Governing Law .............................10 8.9 ......................................................:.................'......... Notice .......... ............................... 10 8.10 Disputes and Indemnification ............................................................... .............................10 8.11 Member Records " " " """...... 8.12 ... ............................... Entire Agreement " " " " "• " " """ ii C•ityof'Arcadia_CON Original Issuance Date: 5118/2000 revised 4/4/01 ASSESS AIVD REFER EMP *NOV P ROGRAM LOYEE ASSISTANCE _ . GROUP ENROLLMENT AGREEMENT WITH UNITED BEHAVIORAL HEALTH 425 MARKET STREET 27th FLOOR SAN FRANCISCO, CA 94105 Group Name: City of Arcadia Group Number: 00548 State of Issue: California Effective Date: January 1, 2001 RECITAL In consideation of the payment of premiums in accordance with the terms and provisions of this Group Enrolimen' Agreement (hereinafter referred to as the "Agreement "), United Behavioral Health (hereinapr referred to as the "Company "), a California Corporation, and City of Arcadia (hereinafter referredo as the "Group ") hereby agree that the Company shall provide or arrange for the provision of an Asoss and Refer Employee Assistance Program(s) (as hereinafter defined and referred to as "EAP ") in acordance with the terms and conditions of this Agreement to members as hereinafter defined. ARTICLE I. .1 Assessment and Referral: "Assessment and Referral" means a professional evaluation of problems, needs and resources, based on a meeting or meetings between a Participating Provider and a Member and /or a Member's family. The purpose of assessment and referral is to help a Member understand problems and needs, set goals, and specifically identify what options are available for subsequent treatment or resolution. 1.2 Behavioral Disorder: "Behavioral Disorder" means a pathological state of mind producing clinically significant psychological (including, but not limited to, affective, cognitive, and behavioral) or physiological symptoms (illness) together with impairment in one or more major areas of functioning (disability) wherein EAP services can reasonably be anticipated to result in improvement. 1.3 Consultative Services: "ConsuI tat ive.Services" means those services provided by the Company's internal training department to the Group that incorporate a variety of approaches to effective employee management including needs analysis, human resource policy development, group facilitation, mediation of interpersonal and interdepartmental conflicts, and employee and management training and development programs. I CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 1'4 Critical Incidea t Stress De b rie fn s «CISD" • �..+� Critical Incident Stress Debriefin gs» («CISD„ °mpany's internal intake department ) means those se or tragedy affecting the workplace. S 'Which services coordinated through in focus and help Provide rapid on site intervention in response gh the pecially trained debriefers conduct sessions reactions commonly p 1enCed afte d how to ponse to an process the no , which are sisal ionals a critical incident, anal emotional, mental and physical 1.5 De endent: "Dependent" means an individual who is a member of a Subscriber's family and who is eligible and enrolled in accordance with all applicable requirements of the Grou n Em�lovee AS31St9nc•P P.... P and this Agreement. 1.6 i ult: "Employee Assistmce Program" (EAP) means an organized outreach and intervention coin program to identify and assist individual employees and Dependents who are'experiencing pers ling problems inclu6g Behavioral Disorders, Substance Abuse and /or Psychological Injury, which currently and /or predictably effect work performance. 1.7 Mangement Referral: "Managexent Referral" means the process through which managers /supervisors of the Group suggest or recommend employees seek assistance in resolving any problems that may be impacting the employee's job perbrmance. This process involves the manager /supervisor contacting the Company and advising the Cotpany that it was suggested the employee see a Participating Provider. 1.8 MP -Mbtr; «ember" means a Subscriber or a Dependent. 1.9 Participating Provider: "Participating Provider" means a Provider who has entered into a contract with the Company to provide services to Members. 1.10 Provider: "Provider " means a person who is qualified and duly licensed or certified by the state in which located to pract ice the healing arts when such an individual is acting within the scope of his /her license or certification. 1.11 PSVChoIoeiCallpiury: "Psychological Injury" means damage to a person inflicted by a traumatic event or chronic exposure to adverse situations wherein EAP services can reasonably be anticipated to result in improvement. 1.12 Subscriber: "Subscriber- means an employee who is eligible and enrolled in accordance with all requirements of the Group, and on whose behalf the Group has made Premium payments. Citvot'Arcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 1.13 Sabstvjj A err base. "Substance Abuse" alcohol or means a condition ofpsychological and /or affective, social or berha behavioral) or medications which results in physiological dependence III improvement. impairment w ti addiction to herein EAP services can reasonably b cognitive mental, y be anticipated to result 1.14 :Millin : "Training" means those services provided to the Group b the � . Training includes, but is not limited to, behavioral health seminars designed Y Company s rnternal training department. in Members and encourage individual responsibili development designed to help managers build the skills to in n pr l build personal awareness responsibility in facing one's own problems and management effectiveness in relating to employees. prove both interpersonal and organizational A)ITICLE II. EFFECTIVE DATE AND TE RM OF AGREEMENT This Agreement call be effective on the first day of January, 2001, at 12:01 a.m. Pacific Time and shall remain in effect arough the last day of December, 2001 (the "Initial Term "). The parties understand and acknowledge th between February 1, 1999 and the effective date of this Agreement, the Company has provided servi6 to the Group and the Group has paid Company for such services under the terms of this Agreement: After the Itldl Term, this Agreement shall automatically renew from year to year for additional twelve (12)- montiertods ( "Subsequent Terms ") on the same terms and conditions unless terminated by either party in a'rdance with Article VII; provided, however, that the Company reserves the right to change the Prerrn Rate Schedule in accordance with Article III and any other term or condition or this Agreert upon thirty -one (3 1) days prior written notice to the Group. ARTICLE III. PREMIUMS 3., Premium Rate Schedule: Tyne of Service 1 Employee Assistance Program: Up to three (3) Assessment and Referral sessions per Member per calendar year with a Participating Provider b int'. Consultative Services. andlot• CISD services ces are billed at an hourly rate service basis. Ser plus travel time. Issuance Date: 5/1812000 revised 4/4101 Total Monthly Premiums 2/1/99-12/31/99 $1.75 per Subscriber 1 / 1 /00 -12/31 /00 $1.80 per Subscriber 1/1/2001-12/31/2001 $1.84 per Subscriber Training: $125.00 /hour Consultation: $150.00 /hour C1SD: $200.00 /hour Travel Time: $100.00 /hour Expenses for travel, hotels and car rental, etc. will be billed additionally. *400 IRW transmission was completed; twenty -four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy -two (72) hours following deposit in the U.S. Mail as required herein. 5.12 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Los Angeles County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section 5.12. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date stated above. COVERED ENTITY CITY OF ARCADIA Print Name: William R. Kelly Title: City Manager Dated: X460 APPROVED AS TO FORM: Steph n P. Deitsch City Attorney 7 BUSINESS ASSOCIATE / By: 6cti c` _ Print Name: JJ'ar�/a Title:��Lr� Dated: RECOMMENDED BY: David Lugo, ire1/Chief m on UNITED BEHAVIORAL HEALTH GROUP ENROLLMENT AGREEMENT ASSESS AND REFER EMPLOYEE ASSISTANCE PROGRAM By and Between UNITED BEHAVIORAL HEALTH and CITY OF ARCADIA ;y M TABLE OF CONTENTS ARTICLE I. DEFINITIONS `irl/'t 1.1 Assessment and Referral ....................................................................... ..............................1 1.2 Behavioral Disorder .............................................................................. ..............................1 1.3 Consultative Services ............................................................................ ..............................1 1.4 Critical Incident Stress Debriefing ( "CISD ") 2 1.5 Dependent .............................................................................................. ..............................2 1.6 Employee Assistance Program .............................................................. ..............................2 1.7 Management Referral ............................................................................ ..............................2 1.8 Member ................................................................................................. ..............................2 1.9 Participating Provider ........................................................................... ..............................2 1.10 Provider ................................................................................................. ..............................2 1.11 Psychological Injury .............................................................................. ..............................2 1.12 Subscriber .............................................................................................. ..............................2 1.13 Substance Abuse ................................................................................... ..............................3 1.14 Training ................................................................................................. ..............................3 ARTICLE II. EFFECTIVE DATE AND TERM OF AGREEMENT ...................... ..............................3 ARTICLE III. PREMIUMS 3.1 Premium Rate Schedule ........................................................................ ..............................3 3.2 Premium Due Date and Payments ......................................................... ..............................4 3.3 Premium Adjustments ........................................................................... ..............................4 3.4 Premium Rate Changes ......................................................................... ..............................4 ARTICLE IV. ELIGIBILITY 4.1 Eligible Members .................................................................................. ..............................5 4.2 Member Effective Dates of Coverage ................................................... ..............................5 4.3 Ineligible Members ............................................................................... ..............................5 ARTICLE V. RESPONSIBILITIES OF THE GROUP 5.1 Offering Coverage............... 5.2 Listing of Members ............. 5.3 Compensation of Company. ARTICLE VI. RESPONSIBILITIES OF THE COMPANY ...... ............................... 5 ...... ............................... 6 ....... ..............................6 6.1 Assess and Refer Employee Assistance Program ...............................:. ..............................6 6.2 Telephone "Help Line" .................. 6.3 Participating Provider Network ............................................................ ..............................7 6.4 Newsletter, Brochures and Manager Reference Guide ......................... ..............................7 6.5 Training and Consultative Services ...................................................... ..............................7 6.6 Critical Incident Stress Debriefings (" CISD") ...................................... ..............................7 6.7 Record Keeping .................................................................................... ..............................7 6.8 Statistical Reports ................................................................................. ..............................8 6.9 Insurance ............................................................................................... ..............................8 CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 ARTICLE VII. TERMINATTON EJ 7.1 Termination ........................................................................................... ..............................8 7.2 Termination for Cause by the Company ............................................... ..............................8 7.3 Termination for Cause by the Group .................................................... ..............................9 ARTICLE VIII. GENERAL PROVISIONS 8.1 Compliance With Applicable Law ........................................................ ..............................9 8.2 Relationship of Parties .......................................................................... ..............................9 8.3 Nondisclosure and Confidentiality ........................................................ ..............................9 8.4 Amendments ......................................................................................... ..............................9 8.5 Waiver :.................................................................................................. ..............................9 8.6 Severability .......................................................................................... .............................10 8.7 Assignment ........................................................................................... .............................10 8.8 Governing Law ..................................................................................... .............................10 8.9 Notice .................................................................................................. .............................10 8.10 Disputes and Indemnification .............................................................. .............................10 8.11 Member Records .................................................................................. .............................11 8.12 Entire Agreement ............................................................................... ............................... I 1 CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 ii cm n ASSESS AND REFER EMPLOYEE ASSISTANCE PROGRAM GROUP ENROLLMENT AGREEMENT WITH UNITED BEHAVIORAL HEALTH 425 MARKET STREET, 27th FLOOR SAN FRANCISCO, CA 94105 Group Name: City of Arcadia State of Issue: California Group Number: 00548 Effective Date: January 1, 2001 RECITAL In consideration of the payment of premiums in accordance with the terms and provisions of this Group Enrollment Agreement (hereinafter referred to as the "Agreement "), United Behavioral Health (hereinafter referred to as the "Company "), a California Corporation, and City of Arcadia (hereinafter referred to as the "Group ") hereby agree that the Company shall provide or arrange for the provision of an Assess and Refer Employee Assistance Program(s) (as hereinafter defined and referred to as "EAP ") in accordance with the terms and conditions of this Agreement to members as hereinafter defined. ARTICLE I. DEFINITIONS 1.1 Assessment and Referral: "Assessment and Referral" means a professional evaluation of problems, needs and resources, based on a meeting or meetings between a Participating Provider and a Member and /or a Member's family. The purpose of assessment and referral is to help a Member understand problems and needs, set goals, and specifically identify what options are available for subsequent treatment or resolution. 1.2 Behavioral Disorder: "Behavioral Disorder" means a pathological state of mind producing clinically significant psychological (including, but not limited to, affective, cognitive, and behavioral) or physiological symptoms (illness) together with impairment in one or more major areas of functioning (disability) wherein EAP services can reasonably be anticipated to result in improvement. 1.3 Consultative Services: "Consultative.Services" means those services provided by the Company's internal training department to the Group that incorporate a variety of approaches to effective employee management including needs analysis, human resource policy development, group facilitation, mediation of interpersonal and interdepartmental conflicts, and employee and management training and development programs. CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 1.4 Critical Incident Stress Debriefings ( "CISD" ): "Critical Incident Stress Debriefings" ( "CISD ") means those services coordinated through the Company's internal intake department, which provide rapid, on -site intervention in response to any crisis or tragedy affecting the workplace. Specially trained debriefers conduct sessions, which are educational in focus and help Members understand how to process the normal emotional, mental and physical reactions commonly experienced after a critical incident. 1.5 Dependent "Dependent" means an individual who is a member of a Subscriber's family and who is eligible and enrolled in accordance with all applicable requirements of the Group and this Agreement. 1.6 Employee Assistance Program: "Employee Assistance Program" (EAP) means an organized outreach and intervention counseling program to identify and assist individual employees and Dependents who are experiencing personal problems including Behavioral Disorders, Substance Abuse and /or Psychological Injury, which currently and /or predictably effect work performance. 1.7 Management Referral: "Management Referral" means the process through which managers /supervisors of the Group suggest or recommend employees seek assistance in resolving any problems that may be impacting the employee's job performance. This process involves the manager /supervisor contacting the Company and advising the Company that it was suggested the employee see a Participating Provider. 1.8 Member: "Member" means a Subscriber or a Dependent. 1.9 Participating Provider: "Participating Provider" means a Provider who has entered into a contract with the Company to provide services to Members. 1.10 Provider: "Provider" means a person who is qualified and duly licensed or certified by the state in which located to practice the healing arts when such an individual is acting within the scope of his /her license or certification. 1.11 PsvchologicalIniury: "Psychological Injury" means damage to a person inflicted by a traumatic event or chronic exposure to adverse situations wherein EAP services can reasonably be anticipated to result in improvement. 1.12 Subscriber: "Subscriber" means an employee who is eligible and enrolled in accordance with all requirements of the Group, and on whose behalf the Group has made Premium payments. CityofAreadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 *00 1.13 Substance Abuse: "Substance Abuse" means a condition of psychological and /or physiological dependence or addiction to alcohol or psychoactive drugs or medications, which results in functional (physical, cognitive, mental, affective, social or behavioral) impairment wherein EAP services can reasonably be anticipated to result in improvement. 1.14 Training: "Training" means those services provided to the Group by the Company's internal training department. Training includes, but is not limited to, behavioral health seminars designed to build personal awareness in Members and encourage individual responsibility in facing one's own problems and management development designed to help managers build the skills to improve both interpersonal and organizational effectiveness in relating to employees. ARTICLE II. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the first day of January, 2001, at 12:01 a.m. Pacific Time and shall remain in effect through the last day of December, 2001 (the "Initial Term "). The parties understand and acknowledge that between February 1, 1999 and the effective date of this Agreement, the Company has provided services to the Group and the Group has paid Company for such services under the terms of this Agreement. After the Initial Term, this Agreement shall automatically renew from year to year for additional twelve (12) -month periods ( "Subsequent Terms ") on the same terms and conditions unless terminated by either party in accordance with Article VII; provided, however, that the Company reserves the right to change the Premium Rate Schedule in accordance with Article III and any other term or condition or this Agreement upon thirty -one (3 1) days prior written notice to the Group. ARTICLE III. PREMIUMS 3.1 Premium Rate Schedule: Type of Service Total Monthly Premiums a) Emplovee Assistance Program: 2/1/99 - 12/31/99 $1.75 per Subscriber Up to three (3) Assessment and Referral sessions 1 /l /00- 12/31/00 per Member per calendar year with a $1.80 per Subscriber Participating Provider 1/1/2001- 12/31/2001 $1.84 per Subscriber b) Training. Consultative Services. Training: $125.00 /hour and /or CISD services are available on a fee -for- Consultation: $150.00 /hour service basis. Services are billed at an hourly rate CISD: $200.00 /hour plus travel time. Travel Time: $100.00 /hour Expenses for travel, hotels and car rental, etc. will be billed additionally. CityofArcadia_CON Original Issuance Date: 5/18 /2000 revised 4/4/01 �1111,n . 3.2 Premium Due Date and Pavments: The first day of a month of coverage hereunder is the "Premium Due Date." The Group agrees to remit to the Company on or before the Premium Due Date the applicable Total Monthly Premium set forth immediately above, for each Subscriber enrolled as of such date as determined by the Company by reference to the Company Member records. If such Premium payment is not made in full by the Group on or prior to the Premium Due Date, a thirty-one (31) -day grace period shall be granted to the Group for payment without interest charge. Premium payments, which remain outstanding subsequent to the grace period, shall be subject to a late penalty charge of 1.00% for each thirty-one (31) -day period or portion thereof which the Premium remains outstanding. In addition, coverage of the Subscriber whose Premium is unpaid maybe terminated by the Company pursuant to Article VII. Only Members for whom payment is received by the Company shall be eligible for the EAP hereunder, and then only for the period covered by such payments. If this Agreement is terminated for any reason, the Group shall continue to be held liable for all Premium payments due and unpaid at the time of such termination including, but not limited to, all applicable Premium payments and late penalty charges for any time the Agreement was in force during a grace period. 3.3 Premium Adiustments: In the event that a Subscriber is enrolled hereunder on or before the fifteenth (15th) day of a month, the Group agrees to remit to the Company on or before the next Premium Due Date an additional Premium for such Subscriber for the month in which the Subscriber is enrolled. In the event that a Subscriber is enrolled hereunder after the fifteenth (15th) of the month, no Total Monthly Premium is due. In the event that a Subscriber is terminated hereunder on or before the fifteenth (15th) day of a month, not Total Monthly Premium is due for such Subscriber for the month. In the event that a subscriber is terminated after the fifteenth (I 5th) of a month, the Total Monthly Premium is due for such Subscriber for that month. The Group may offset any subsequent Premium payment by any amount paid on behalf of a Subscriber terminating on or before such fifteenth (I 5th) day. The Group must identify on the monthly remittance the number of Subscribers that are being offset for such month. 3.4 Premium Rate Changes: The Company may change the Premium Rate Schedule at the end of the Initial Term and during any Subsequent Term by giving no less than thirty -one (3 1 ) days prior written notice to the Group. The Premium Rate Schedule shall not be revised more often than one (1) time at the end of the Initial Term or during any Subsequent Term. Notwithstanding the foregoing, if a change in this Agreement is necessitated by a change in applicable law or regulations or in the interpretation of applicable law or regulations by a court of competent jurisdiction or by any governmental body which has authority to regulate either party or the subject matter of this Agreement, and if such change results in an increase of the Company's risk or expenses under this Agreement, or if there is a material change in the number of eligible Subscribers in the Group, the Company may change the schedule of Premium payments at any time upon thirty -one (31) days prior written notice to the Group. Any such change shall not be taken into account in determining whether the limit of (1) change per Initial Term or Subsequent Term has been reached. Cityot'Arcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 1�w ARTICLE IV. ELIGIBILITY `"00 4.1 Elizible Members: Subscribers of the Group and their Dependents shall be those persons who meet the eligibility criteria set forth by the Group. 4.2 Member Effective Dates of Coverage: Subject to Group's payment of the applicable Premium for each Subscriber, as set forth in Article III, and subject to the Group's submission to the Company prior to the first day of each month of a list containing the name of each Member eligible to receive services, coverage under this Agreement shall become effective for said Member(s) on the date specified by the Group. 4.3 Ineligible Members: If, upon a Member becoming ineligible, the Group fails to notify the Company of such Member's ineligibility and the Group has made or continues to make the Premium payments specified herein for such Member, such payment(s) will be credited by the Company to Group, provided the Group gives the Company notice of the ineligibility no later than ninety (90) days after the date eligibility ceased, and provided that the Company has not performed services for the Member after the Member's eligibility ceased and before the Company received timely notice of ineligibility. ARTICLE V. RESPONSIBILITIES OF THE GROUP 5.1 Offering Coverage: The Group shall offer the Company's EAP to all Subscribers and Dependents of the Group or to a designated unit or units of eligible Subscribers and Dependents as agreed to by the Company and Group. CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 5.2 Listing of Members M On a monthly basis, the Group shall furnish the Company, in a manner approved by the Company, a listing of all eligible Members and a listing of each Member who has been added or deleted that month, including thd d- effective date of each such enrollment or disenrollment, and such other information as may reasonably be required by the Company for the administration of the Company's EAP. In addition, the Group shall permit the Company, at reasonable times, to examine the Group's pertinent records with respect to eligibility and Premium payments hereunder. 5.3 Compensation of Company: The Group shall compensate the Company in accordance with the Premium Rate Schedule set forth in Article III. ARTICLE VI. RESPONSIBILITIES OF THE COMPANY 6.1 Assess and Refer Employee Assistance Program: The Company shall provide the following services in accordance with the EAP: 6.1.1 Referral to Participating Providers for up to three (3) sessions per family Member per calendar year 6.1.2 Referral to community resources 6.1.3 Annual program needs assessment and recommendation 6.1.4 EAP implementation support, including EAP orientations designed to acclimate the Member to the EAP 6.1.5 Twenty -four hour toll -free telephone access 6.1.6 Management support services, including Management Referrals 6.1.7 Legal consultation services 6.1.8 Financial consultation services 6.2 Telephone "Help Line ": The Company shall make available a "Help Line" with access to trained counselors for the Group and Members through the Company's toll -free telephone line. Such counselors shall be made available twenty -four hours a day, seven days a week. CitvofArcadia CON Oriainal Issuance Date: $ /18/2000 revised 4/4/01 6.3 Participating Provider Network: *V0 The Company shall enter into arrangements with Providers in order to arrange for the EAP services available to Members. The Company makes no warranty or representation to the Group or to Members regarding the'continued availability of any particular Participating Provider to a particular Member or to Members in general. 6.3.1 The Company shall perform a review of the credentials, licensure and experience of Participating Providers. 6.3.2 The Company shall provide written notice within a reasonable time to a Member of the termination or breach of a contract with the Company by, or inability to perform of, any Participating Provider, if that Member may be materially and adversely affected by such termination breach or inability to perform. 6.3.3 The Company shall be responsible for compensating Participating Providers for Covered Services provided to eligible Members in accordance with the requirements of this Agreement and the requirements of any contract between the Company and the Provider. All contracts between the Company and Participating Providers provide that, in the event the Company fails to pay the Participating Provider for Covered Services for which the Company is financially responsible, no Member shall be liable to the Participating Provider for such nonpayment. 6.4 Newsletter, Brochures and Manager Reference Guide: The Company agrees to provide one brochure that describes the EAP for every eligible Subscriber. The Company shall provide a mutually agreed upon number of posters. The Company shall provide a sample Manager Reference Guide relating to the Company's behavioral health programs for use by Group managers. The Company shall provide the Group with a camera -ready copy of a newsletter to be distributed by the Group to Members concerning issues relating to the treatment of Behavioral Disorders, Psychological Injuries and Substance Abuse. 6.5 Training and Consultative Services: The Company shall provide Training and Consultative Services upon thirty (30) days prior notification by the Group for scheduling purposes. Training and Consultative Services are available on a fee -for- service basis as described in Section 3.1. 6.6 Critical Incident Stress Debriefines: The Company shall coordinate Critical Incident Stress Debriefings through its internal intake department. in response to any crisis or tragedy affecting the workplace. Debriefings are conducted within twenty -four (24) to forty -eight (48) hours after an incident occurs, based on the individual circumstances surrounding the incident. Critical Incident Stress Debriefing services are also available on a fee -for- service basis as described in Section 3.1. 6.7 Record Keeping_ Tile Company shall establish and maintain a record - keeping system concerning the services to be performed hereunder. All such records shall be the property of the Company and shall be available for inspection by the Group at any time during normal business hours at the offices of the Company, upon CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 reasonable prior notice and subject to appropriate written authorization consistent with applicable law for release of clinical information. 6.8 Statistical Reports: The Company shall provide standard statistical summaries of program activities at no charge. Upon request of the Group and for an additional fee, the Company shall provide, within a time period mutually agreed to by both parties, ad hoc or non - standard specialized reporting of data regarding the services outlined in this Agreement. 6.9 Insurance• The Company shall comply with the following insurance requirements: 6.9.1 Professional Liability Insurance: The Company will obtain and maintain professional liability insurance with minimum limits of Five Million Dollars ($5,000,000) for any one claim, and Five Million Dollars ($5,000,000) in the aggregate for the policy year. In the event that such coverage is "claims made" coverage, it shall be maintained for at least three (3) years following termination.of this Agreement. 6.9.2 General Liability Insurance: The Company will obtain and maintain commercial general liability insurance with minimum limits of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate for bodily injury and property damage. 6.9.3 Worker's Compensation and Employer's Liability: The Company will obtain and maintain worker's compensation insurance coverage, even if such coverage is elective, for itself and its employees in compliance with applicable state requirements. Employer's Liability will be maintained at limits of not less than $100,000. ARTICLE VII. TERMINATION 7.1 Termination at Will: This Agreement may be terminated for any reason by either party upon giving thirty -one (3 1 ) days written notice to the other party prior to the end of the Initial Term or any Subsequent Term. 7.2 Termination for Cause by the Company: This Agreement may be terminated for cause by the Company: 7.2.1 Immediately upon written notice to the Group, in the event of the insolvency or bankruptcy of the Group; 7.2.2 On the sixteenth (16th) day following written notice to the Group, if any payment required to be made by the Group is not received by the Premium Due Date, subject to the thirty -one (31) -day grace period provided for in Section 3.2; and 7.2.3 Upon prior written notice to the Group, in the event of the Group's material breach of any term or condition of this Agreement if such breach shall remain uncorrected for a period of thirty -one (3 1 ) days following written notice of such breach. UINolArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 u 7.3 Termination for Cae by the Group: This Agreement may be terminated for cause by the Group: 7.3.1- Immediately upon written notice to the Company, in the event of insolvency or bankruptcy of the Company; and 7.3.2 Upon prior written notice to the Company, in an event of the Company's material breach of any term or condition of this Agreement if such breach shall remain uncorrected for a period of thirty-one (3 1) days following written notice of such breach. ARTICLE VIII. GENERAL PROVISIONS 8.1 Compliance With Applicable Law: The parties shall perform their respective obligations under this Agreement in accordance with all applicable federal, state and local laws and shall cooperate with each other as reasonably required to assist each other in such compliance. 8.2 Relationship of Parties: None of the provisions of this Agreement is intended or shall be deemed to create any relationship between the parties hereto other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective employees, shall be construed to be the agent, employer, representative, or joint venturer of the other. This Agreement is between the Company and the Group, and does not create any rights or legal relationship between the Company and any of the Members under the Group's health insurance program. 8.3 Nondisclosure and Confidentiality: Neither the Company nor the Group shall release any information regarding the terms set forth in this Agreement to any person or entity without the prior written consent of the other, except such information as may be necessary to disclose to agents, affiliates, attorneys, accountants, governmental regulatory agencies, or Members in order to carry out the terms of this Agreement. Except as otherwise required by applicable law or provisions of this Agreement, the Company and the Group shall keep confidential, and shall take the usual precautions to prevent the unauthorized disclosure of any and all records required to be prepared or maintained in accordance with this Agreement. 8.4 Amendments: This Agreement may be amended at any time by the mutual written consent of both parties. 8.5 Waiver: The waiver, by either party of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any other breach of this Agreement. CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 8.6 - Severability: w If any clause, sentence, provision, or other portion of this Agreement is, or becomes, illegal, null, void, or unenforceable for any reason, or is held by a court of competent jurisdiction to be so, the remainder of this Agreement shall remain in full force and effect. 8.7 Assignment: Neither the Company nor the Group may assign any of its rights and responsibilities under this Agreement to any person or entity without the prior written consent of the other party, which consent shall not be unreasonably withheld. The Group acknowledges that persons and entities under contract or affiliated with the Company may perform certain services under this Agreement. The Group acknowledges that assignment by the Company of all or any of its rights and responsibilities under this Agreement to any entity controlling, controlled by or under common control with the Company shall not require the Group's prior written consent. 8.8 Governing Law: The validity and interpretation of this Agreement and the rights and obligations of the parties under this Agreement shall be governed by the laws of the State of California. 8.9 Notice: All notices required by this Agreement shall be in writing and shall be sent by first -class mail or hand - delivered to the parties at their respective addresses set forth below. The date a notice is mailed or hand - delivered shall be considered the effective date of the notice. To the Company: United Behavioral Health 425 Market Street, 27th Floor San Francisco, CA 94105 Attn: Contract Administration To the Group: City of Arcadia 240 West Huntington Drive, P.O. Box 60021 Arcadia, CA 91006 Attn: Human Resource Manager 8.10 Disputes and Indemnification: 8.10.1 The Company shall defend, hold harmless and indemnify the Group against any and all claims, liabilities, damages or judgments asserted against, imposed upon, or incurred by the Group that arises out of the negligence or intentional wrongdoing of the Company or Company's officers and employees. 8.10.2 The Group and participating companies shall defend, hold harmless and indemnify the Company from all claims, liabilities, damages or judgments asserted against, imposed upon, or incurred by the Company that arises out of the negligence or intentional wrongdoing of the Group or the Group's officers and employees. CityofArcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 10 • 8.11 Member Records: 1�111!✓ The Company and the Group shall maintain the confidentiality of any information relating to Members in accordance with any applicable statutes and regulations. No Member identifying information obtained as a result of providing services to Members under this Agreement shall be shared with third parties including Group, unless the Member consents to the disclosure of such information or as otherwise permitted under applicable law. 8.12 Entire Agreement: The Agreement, including the documents attached hereto and herein referenced, contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, written or oral, between the parties with respect to the same subject matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date referenced on the first page of this Agreement. United Behavioral Health a California Corporation (the "Company ") City of Arcadia (the "Group ") By: -5- By: Authorized signature Authorized signature Print Name: Susan E. Porth Print Name: Pulliam R. Kelly Title: Executive Vice President & CFO Date: Apri 16, 2001 Cityol'Arcadia_CON Original Issuance Date: 5/18/2000 revised 4/4/01 Title: City Manager Date: June 4, 2001 APPROVED AS TO FORM: I City Attorney City. of Arcadia ' f I HIPAA BUSINESS ASSOCIATE AGREEMENT This Agreement ( "Agreement ") is entered into by and between Knight Communications ( "Business Associate ") and the City of Arcadia, a municipal corporation and charter city in the State of California ( "Covered Entity "). RECITALS WHEREAS, Business Associate performs functions, activities, or services for, or on behalf of Covered Entity, and Business Associate receives, has access to or creates Health Information in order to perform such functions, activities or services; WHEREAS, Covered Entity is subject to the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder ( "HIPAA "), including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164; and WHEREAS, HIPAA requires Covered Entity to enter into a contract with Business Associate to provide for the protection of the privacy and security of Health Information, and HIPAA prohibits the disclosure to or use of Health Information by Business Associate if such a contract is not in place. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 "Disclose" and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside Business Associate's internal operations or to other than its employees. 1.2 "Health Information means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Business Associate from or on behalf of Covered Entity, or is created by Business Associate, or is made accessible to Business Associate by Covered Entity. 1.3 "Privacy Regulations" means the Standards for Privacy of Covered Individually Identifiable Health Information, 45 Code of Federal Regulations Parts 160 and 164, promulgated under HIPAA. 1.4 "Services" means the services provided by Business Associate pursuant to the Underlying Agreement(s), or if no such agreement(s) are in effect, the services Business Associate performs with respect to the Covered Entity. 1.5 "Underlying Agreement" means the services agreement executed by the Covered Entity and Business Associate, if any. 1.6 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application, utilization, examination or analysis of such Health Information within Business Associate's internal operations. ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE 2.1 Initial Effective Date of Performance. The obligations created under this Agreement shall become effective on April 14, 2003. 2.2 Permitted Uses and Disclosures of Health Information. Business Associate is authorized to and shall: a. Use and Disclose Health Information as necessary to perform Services for, or on behalf of Covered Entity: b. Use Health Information to create aggregated or de- identified information (in accordance with the requirements of the Privacy Regulations); C. Use or Disclose Health Information (including aggregated or de- identified information) as otherwise directed by Covered Entity provided that Covered Entity shall not request Business Associate to Use or Disclose Health Information in a manner that would not be permissible if done by Covered Entity. Business Associate shall not Use Health Information for any other purpose, except that if necessary, Business Associate may Use Health Information for the proper management and administration of Business Associate or to carry out its legal responsibilities; provided that any Use or Disclosure described herein will not violate the Privacy Regulations or California law if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may Disclose Health Information for the proper management and administration of the Business Associate, provided that with respect to any such Disclosure either (a) the Disclosure is required by law (within the meaning of the Privacy Regulations) or (b) the Disclosure would not otherwise violate California law and Business Associate obtains reasonable written assurances from the person to whom the information is to be Disclosed that such person will hold the information in confidence and will not Use or further Disclose such information except as required by law or for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. %+'` 2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall implement and maintain appropriate safeguards to prevent the Use or Disclosure of Health Information in any manner other than as permitted by this Agreement. 2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Health Information by Business Associate in violation of the requirements of this Agreement. 2.5 Reporting Non - Permitted Use or Disclosure. Business Associate shall report to Covered Entity each Use or Disclosure that is made by Business Associate, its employees, representatives, agents or subcontractors that is not specifically permitted by this Agreement of which Business Associate becomes aware. The initial report shall be made by telephone call to the Covered Entity within forty -eight (48) hours from the time the Business Associate becomes aware of the non - permitted Use or Disclosure, followed by a written report to covered Entity no later than five (5) days from the date the Business Associate becomes aware of the non - permitted Use or Disclosure. 2.6 Availability of Internal Practices, Books and Records. Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of Health Information available to the Secretary of the U.S. Department of Health and Human Services ( "Secretary "), for purposes of determining Covered Entity's compliance with the Privacy Regulations. 2.7 Access to and Amendment of Health Information. Business Associate shall, to the extent Covered Entity determines that any Health Information constitutes a "designated record set" under the Privacy Regulations, (a) make the Health Information specified by Covered Entity available to Covered Entity or to the individual(s) identified by Covered Entity as being entitled to access and copy that Health Information, and (b) make any amendments to Health Information that are requested by Covered Entity. Business Associate shall provide such access and make such amendments within the time and in the manner specified by Covered Entity. 2.8 Accounting of Disclosures. Upon Covered Entity's request, Business Associate shall provide to Covered Entity an accounting of each Disclosure of Health Information made by Business Associate or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section 2.8, Business Associate shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure. 2.9 Use of Subcontractors and Agents. Business Associate shall require each of its agents and subcontractors that receive Health Information from Business Associate to execute a written agreement obligating the agent or subcontractor to comply with all the terms of this Agreement with respect to such Health Information. 3 ARTICLE III OBLIGATIONS OF COVERED ENTITY 3.1 Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of privacy practices to the extent such limitation(s) may affect Business Associate's Use or Disclosure of Health Information. ARTICLE IV TERM AND TERMINATION 4.1 Term. Subject to the provisions of Sections 4.2 and 4.3, the term of this Agreement shall be the term of the Underlying Agreement(s). 4.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by the Business Associate, Covered Entity shall either: a. notify Business Associate of the breach in writing, and provide an opportunity to cure the breach or end the violation within ten (10) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity shall have the right to immediately terminate this Agreement and the Underlying Agreement(s) upon written notice to Business Associate; b. upon written notice to Business Associate, immediately terminate this Agreement and the Underlying Agreement(s) if Covered Entity determines that such breach cannot be cured; or C. if Covered Entity determines that neither termination nor cure is feasible, the Covered Entity shall report the violation to the Secretary. 4.3 Termination for Breach of Section 5.2. Covered Entity may terminate the Underlying Agreement(s) and this Agreement upon thirty (30) days written notice in the event (a) Business Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Entity pursuant to Section 5.2 or (b) Business Associate does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of Health Information that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA. 4.4 Disposition of Health Information Upon Termination or Expiration. Upon termination or expiration of this Agreement, Business Associate shall either return or destroy, in Covered Entity's sole discretion and in accordance with any instructions by Covered Entity, all Health Information in the possession or control of Business Associate and its agents and subcontractors. In such event, Business Associate shall retain no copies of such Health Information. However, if the Business Associate determines that neither return nor destruction of Health Information is feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible, and may retain Health Information 4 provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains Health Information, and (b) further limits Uses and Disclosures of Health Information to those purposes that make the return or destruction of Health Information infeasible. ARTICLE V MISCELLANEOUS 5.1 Indemnification. Notwithstanding anything to the contrary in the Underlying Agreement(s), at Business Associate's expense, Business Associate agrees to indemnify, defend and hold harmless Covered Entity and Covered Entity's employees, directors, officers, subcontractors or agents (the "Indemnities ") against all damages, losses, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) and all liability to third parties arising from any breach of this Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of Business Associate's workforce. Business Associate's obligation to indemnify the Indemnitees shall survive the expiration or termination of this Agreement for any reason. 5.2 Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement 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 implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all Health Information that it receives or creates on behalf of Covered Entity. Upon Covered Entity's request, Business Associate agrees to promptly enter into negotiations with Covered Entity, concerning the terms of any amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 5.3 Relationship to Underlying Agreement(s) Provisions. In the event that a provision of this Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 5.4 Modification of Agreement. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 5.5 Non - Waiver. A failure of any party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this Agreement be 5 '`rd' '`r0 valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 5.6 Agreement Drafted By All Parties. This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party. 5.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 5.8 Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 5.9 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 5.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. 5.11 Notices. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: If to Business Associate: 123 E. 9th Street Upland, CA 91786 If to Covered Entity: Arcadia Fire Department 710 S. Santa Anita Avenue Arcadia, California 91006 Attn: Compliance Officer or to such other addresses as the parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the D 4 ' �Ir✓ `rrr� transmission was completed; twenty -four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy -two (72) hours following deposit in the U.S. Mail as required herein. 5.12 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without regard to principles of conflicts of laws). The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Los Angeles County. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section 5.12. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 5.12. 5.13 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date stated above. COVERED ENTITY CITY OF ARCADIA By: AtA Print Name: William R. Kelly Title: City Manager Dated: *16* RECOMMENDED BY: FwD d Lu a© David Lugo Fire Chief APPROVED AS TO FORM: 4� Stephen P. Deitsch City Attorney F BUSINESS ASSOCIATE Knight Communications By: Print Name: K.C. Mouli Title:President Dated: