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HomeMy WebLinkAboutC-1998AMENDMENT 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:
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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.
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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
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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
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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.
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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
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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.
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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
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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.
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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.]
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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.
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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.
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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
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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
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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
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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: