january 22, 2019
TRANSCRIPT
HWC AGENDA Page 1 January 22, 2019
AGENDA SUMMARY
Dan Flores, Supervisor, District 2
Ron Sullenger, Supervisor, District 1 Mike Ziegenmeyer, Alternate, District
3 Jim Whiteaker, Alternate, District 4
Mat Conant, Alternate, District 5
HEALTH AND WELFARE
COMMITTEE
The agenda and staff reports are posted on the Sutter County Website at: http://suttercountyca.iqm2.com/Citizens/Default.aspx
Agenda items are available for review at the Department of Health and Human Services located at 446 Second Street, Yuba City, during normal business hours.
JANUARY 22, 2019
8:30 A.M. 1160 CIVIC CENTER BLVD.
YUBA CITY, CA
I. Rick Bingham, Assistant Director of Health & Human Services
1) Approval of an Acceptance Letter for Physician Locum Tenens Coverage between Interim Physicians and Sutter-Yuba Behavioral Health and Authorize the Health and Human Services Director to Sign the Individual Confirmation Not to Exceed $500,000
2) Approval of Agreement between Sutter-Yuba Behavioral Health and RUSH Personnel Services to Provide Employment Brokerage and Payroll Services to Behavioral Health Clients for Fiscal Year 2018-19 Not to Exceed $440,000
Requests for assistive listening devices or other accommodations, such as interpretive services, should be made through the Health and Human Services Department at (530) 822-7327. Requests should be made at least 72 hours prior to the meeting. Later requests will be accommodated to the extent feasible.
Agenda Date: January 22, 2019
HEALTH AND WELFARE COMMITTEE Standing Committee Staff Report
To: Health and Welfare Committee
From: Nancy O'Hara, Director of Health & Human Services
Department: Health & Human Services
Subject: Approval of an Acceptance Letter for Physician Locum Tenens Coverage between Interim Physicians and Sutter-Yuba Behavioral Health and Authorize the Health and Human Services Director to Sign the Individual Confirmation Not to Exceed $500,000
Recommendation: It is recommended that the Board of Supervisors approve an Extension of an Acceptance Letter for Physician Locum Tenens Coverage between Sutter-Yuba Behavioral Health (SYBH) and Interim Physicians to provide physicians on a temporary basis, and authorize the Health and Human Services Director to sign the individual Confirmation for Dr. Charles Maas not to exceed an additional $250,000, for a total amount of $500,000.
Background: In September 2017, the Board of Supervisors authorized SYBH to enter into an Agreement with Interim Physicians for Physician Locum Tenens Coverage and authorized the Health and Human Services Director to sign individual Assignments (Confirmations) not to exceed $250,000. Agencies such as Interim Physicians provide independent contractor physicians to provide patient care on a temporary basis. SYBH has utilized locum tenens physicians, such as Dr. Maas, on occasion to provide short-term coverage when needed or for longer term coverage when positions are vacant and recruitment of employee physicians is difficult. Use of locum tenens physicians allows SYBH to have sufficient medical staff available to ensure that essential client needs are met. Locum tenens physicians are independent contractors, not employees of Sutter County. Agencies ensure that the locum tenens physicians they provide are appropriately licensed to practice medicine in the State of California and that they are not on any federal or state exclusion list that would bar them from participating in federal healthcare programs such as Medicaid (Medi-Cal) or Medicare. SYBH continues to have demand for Locum Tenens children’s psychiatric services. The most recent Locum Tenens Assignment for Dr. Maas ended December 27, 2018 with claims totaling $234,285.30 for services through December 12, 2018. An extension of Dr. Maas’ Assignment exceeds the approval authority granted by the Board of Supervisors on September 26, 2017. SYBH is seeking authority to extend Dr. Maas’ assignment through June 27, 2019 and approval to sign an additional increase of $250,000 for the assignment. This will bring Confirmations totaling $500,000 for Dr. Maas. Prior Board Action: The Board approved an Agreement with Interim Physicians on September 26, 2017. Board Alternatives: The Board could decline to approve the extension and additional Confirmation for Dr. Charles Maas resulting in SYBH having insufficient children’s services psychiatrists to meet
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patient needs until other physician arrangements could be identified. This option is not recommended. Other Department and/or Agency Involvement: County Counsel has reviewed the Confirmation Letter for Charles Maas, M.D. Action Following Approval: The Health and Human Services Director will sign the Confirmation letter for Charles Maas, M.D., for the extended period and additional amount. Fiscal Impact: There will be no impact on the County General Fund. Sufficient funds are contained within the Behavioral Health Fiscal Year 2018-19 Adopted Budget. Countywide Goals and/or Top Priorities Compliance: This item helps to address Countywide Goal D: Provide responsible and cost-effective social services (with measurable results) to an increasingly diverse and complex society. Respectfully Submitted, s/ Nancy O'Hara
Director of Health & Human Services
Attachments: 1. Mass, Dr. Interim Physicians Extension Jan 2019
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CONFIRMATION FOR MEDICAL PROVIDER
LOCUM TENENS ASSIGNMENT
This confirmation is hereby issued pursuant to the Agreement for Medical Provider Locum
Tenens Coverage (“Agreement”) entered into on 5/25/2018 by and between Sutter Yuba
Behavioral Health (“Client”) and Interim Physicians (“Agency”). This Confirmation confirms or
modifies the clinical services provided to Client on a temporary basis (“Assignment”) herein
described. In the event this Confirmation conflicts with the terms and conditions of the
Agreement or a previously issued Confirmation, this Confirmation shall control.
This Confirmation extends the request by Client for Dr. Charles Maas (“Provider”) to provide
clinical services on a temporary basis to Client. Provider’s specialty is Adult Psychiatry
Physician (or other specialty if applicable).
WORKSITE LOCATION
Sutter Yuba Behavioral Health – 1965 Live Oak Blvd. Yuba City, CA 95991
ORIGINAL PHYSICIAN’S WORK SCHEDULE AND FEE SCHEDULE
Original Dates and Hours: October through December 2017
October 3, 4, 10, 11, 17, 18 24, 25, 31
November 1, 7, 8, 14, 15, 21, 22 28, 29
December 5, 6, 12, 13, 19 20, 26 27
Original Fee Schedule
Daily/Hourly Rate: $197.50
Holiday Rate: N/A. Facility is closed on holidays
Recruitment Fee/Contract Buyout Fee: $25,000.00
Not-to-Exceed Amount: In no event, shall the Fees collected by Agency exceed the total Not-to-
Exceed Amount of $250,000.
FIRST EXTENSION: PHYSICIAN’S WORK SCHEDULE AND FEE SCHEDULE
First Extension Dates and Hours: January through June 2018
January 4, 5, 9, 10, 16, 17, 23, 24, 30, 31
February 6, 7, 13, 14, 20, 21, 27, 28
March 6, 7, 13, 14, 20, 21, 27, 28
April 3, 4, 10, 11, 17, 18, 24, 25
May 2, 8, 9, 15, 16, 22, 23, 29, 30
June 5, 6, 12, 13, 19, 20, 26, 27
Schedule: Shift each day 8 am-6pm
First Extension Fee Schedule
Daily/Hourly Rate: $197.50
Holiday Rate: N/A. Facility is closed on holidays
Recruitment Fee/Contract Buyout Fee: $25,000.00
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Not-to-Exceed Amount: In no event, shall the Fees collected by Agency exceed the total Not-to-
Exceed Amount of $250,000.
SECOND EXTENSION: PHYSICIAN’S WORK SCHEDULE AND FEE SCHEDULE
Second Extension Dates and Hours: July 2018 through December 2018,
with possible extension.
Schedule: 20 hours per week; 2 – 10-hour shifts; Monday through Tuesday. No overtime unless
prior approval is received. (THIS CAN/WILL BE MODIFIED DEPENDING ON
NEGOTIATED SCHEDULE)
Monday: 7:30 – 5:30 with ½ lunch
Tuesday: 7:30 – 5:30 with ½ lunch
Second Extension Fee Schedule
Daily/Hourly Rate: $197.50
Holiday Rate: N/A. Facility is closed on holidays
Recruitment Fee/Contract Buyout Fee: $25,000.00
Not-to-Exceed Amount: In no event, shall the Fees collected by Agency exceed the total Not-to-
Exceed Amount of $250,000.
THIRD AND CURRENT EXTENSION: PHYSICIAN’S WORK SCHEDULE AND FEE
SCHEDULE
Third Extension Dates and Hours: January 2019 through June 2019, pending
credentialing, with possible extension. January - 8, 9, 10, 15, 16, 22, 23, 29, 30
February - 5, 6, 12, 13, 19, 20, 26, 27
March - 5, 6, 12, 13, 19, 20, 26, 27
April - 2, 3, 9, 10, 16, 17, 30
May - 1, 7, 8, 14, 15, 21, 22, 28, 29
June - 4, 5, 11, 12, 18, 19, 25, 26.
Schedule: 20 hours per week. CAN BE MODIFIED AS NEEDED
Tuesday: 7:30 – 6:00 with ½ lunch
Wednesday: 8:30 – 7:30 with 1hour lunch
No overtime unless prior approval is received.
Third Extension Fee Schedule
Daily/Hourly Rate: $217.50
Holiday Rate: N/A. Facility is closed on holidays
Recruitment Fee/Contract Buyout Fee: $25,000.00
Not-to-Exceed Amount: In no event, shall the Fees collected by Agency exceed the total Not-to-
Exceed Amount of $500,000 for the total assignment periods for this provider.
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TRAVEL AND HOUSING
In addition to the above Fee Schedule, but subject to the Not-to-Exceed Amount listed above, the
following housing arrangements have been agreed upon:
Airfare: Provided by Sutter Yuba Behavioral Health for flights to and from the assignment only,
no airfare in between assignment; book by Agency. Reimbursed upon receipt of invoice.
Lodging: Provided by Sutter Yuba Behavioral Health; booked by Agency. Reimbursed upon
receipt of invoice.
Car: Provided by Sutter Yuba Behavioral Health; booked by Agency. Reimbursed upon receipt
of invoice.
DEVIATIONS: None
If “none” is indicated, no deviations apply. If deviations are noted, the deviations will serve as an
amendment to the Agreement for this Assignment only.
This Confirmation confirms or modifies a biding Assignment, subject to the cancellation
provisions of the Agreement. If this Confirmation is incorrect, you should promptly notify us in
writing of any error. Upon receipt of notice of an error, we will work with you to resolve the
problem and a corrected Confirmation shall be issued. An error on this Confirmation will not
result in your ability to cancel the Assignment. This Confirmation requires a valid signature by
both parties to be valid and binding.
The parties acknowledge by their signatures below that they have read, understand and agree to
the foregoing Agreement for Medical Provider Locum Tenens Coverage, Fees in Confirmation.
By signature below, the undersigned represents that he or she has authority to bind his or her
respective party to the foregoing.
SUTTER YUBA BEHAVIORAL HEALTH Interim Physicians
By: By:___
Title: _ Health and Human Services Director Title:___Account Executive
Date: _________________________________ Date:__________________
Printed Name: ___Nancy O’Hara___________ Printed Name: ___Tim Roderique___
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Agenda Date: January 22, 2019
HEALTH AND WELFARE COMMITTEE Standing Committee Staff Report
To: Health and Welfare Committee
From: Nancy O'Hara, Director of Health & Human Services
Department: Health & Human Services
Subject: Approval of Agreement between Sutter-Yuba Behavioral Health and RUSH Personnel Services to Provide Employment Brokerage and Payroll Services to Behavioral Health Clients for Fiscal Year 2018-19 Not to Exceed $440,000
Recommendation: It is recommended that the Board of Supervisors approve the Independent Contractor Agreement with RUSH Personnel Services (RUSH) for Fiscal Year 2018-19 not to exceed $440,000. Background: The Agreement is for RUSH to provide employment brokerage and payroll services to clients of Sutter-Yuba Behavioral Health (SYBH). Adult clients of SYBH will be referred to RUSH for employment in appropriate positions at the Behavioral Health facility or elsewhere in the community. After evaluation and approval by SYBH, the clients are employed by RUSH and paid at various wage levels according to individual capabilities. RUSH will pay the salaries and benefits to the clients and then submit a claim to SYBH. The maximum annual amount payable under the terms of this Agreement is $440,000. Services provided under this Agreement are funded with a mixture of federal and state dollars contained within the Behavioral Health and Mental Health Services Act budgets. RUSH shall bill SYBH for the clients’ wages and the employer’s share of appropriate federal and state-required benefits. RUSH may bill 42.5% over actual payroll to cover Workers’ Compensation insurance, payroll and other administrative costs. Prior Board Action: A similar agreement was approved by the Board on July 28, 2015, September 13, 2016 and February 27, 2018. Board Alternatives: Another agency or company could be contracted to provide employment brokerage and payroll services to clients of SYBH. Other Department or Agency Involvement: Sutter County Counsel has reviewed this Agreement. Action Following Approval: The Chairman of the Board and Health and Human Services Director will sign the Agreement. Fiscal Impact: This proposal has no impact on the County General Fund. The cost to Behavioral Health depends on the extent to which RUSH’s services are utilized. In Fiscal Year 2017-18, Behavioral Health utilized $301,382.90. Sufficient funds are contained within the FY 2018-19 Behavioral Health Adopted Budget. Countywide Goals and/or Top Priorities Compliance: This item helps to address Countywide Goal D: Provide responsible and cost-effective social services (with measurable results) to an increasingly diverse and complex society. Respectfully Submitted,
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s/ Nancy O'Hara
Director of Health & Human Services
Attachments: 1. RUSH Personnel IC 2018-19
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INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (“Agreement”) is made and entered into this first day of July 2018, by and between Sutter-Yuba Behavioral Health, a joint powers agency operated by the counties of Sutter and Yuba ("BEHAVIORAL HEALTH"), and RUSH Personnel Services, Inc. (“CONTRACTOR”).
RECITALS:
A. BEHAVIORAL HEALTH has determined that it is desirable to retain
CONTRACTOR to provide temporary staffing and employment services for former or current consumers of behavioral health services, or who have had or had immediate family members who are consumers of behavioral health services. CONTRACTOR agrees to obtain a pre-employment drug test for each applicant and provide the results of the drug test to BEHAVIORAL HEALTH. CONTRACTOR agrees to maintain adequate knowledge and skills to work effectively with a multi-cultural population. During the term of this AGREEMENT, CONTRACTOR is expected to perform services on an as needed basis. CONTRACTOR and its employees and subcontractors may arrange their hours their own discretion and convenience except for time spent at the facilities of BEHAVIORAL HEALTH; and
B. CONTRACTOR represents that CONTRACTOR possesses the
qualifications, experience, and facilities necessary to perform the services contemplated herein and has proposed to provide those services; and
C. BEHAVIORAL HEALTH desires to retain CONTRACTOR to perform the
proposed services.
BEHAVIORAL HEALTH and CONTRACTOR agree as follows:
1. Scope of Services. Pursuant to Government Code Section 31000, BEHAVIORAL HEALTH retains CONTRACTOR to perform all the professional services described in Exhibit “A”, Scope of Services, which is attached hereto and incorporated herein by this reference which shall include support services to clients referred by BEHAVIORAL HEALTH (“Services”).
2. Term. Services under this AGREEMENT shall commence on July 1, 2018
and conclude on June 30, 2019, or until the AGREEMENT is terminated by either party in accordance with the provisions of this AGREEMENT.
3. Compensation. A. The compensation to be paid by BEHAVIORAL HEALTH to
CONTRACTOR for the professional services described in Exhibit “A” shall be the Fixed
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price set forth in Exhibit “B,” which is attached hereto and incorporated herein by this reference.
B. To the extent that CONTRACTOR is entitled to reimbursement for
travel, meals, and lodging, such reimbursement shall be subject to the prior approval of the Sutter County Purchasing Agent or authorized deputy and shall be reimbursed in accordance with Sutter County’s Travel and Business Expense Policy.
C. The total compensation payable under this AGREEMENT,
inclusive of all expenses, shall not exceed Four Hundred Forty Thousand Dollars ($440,000.00). BEHAVIORAL HEALTH shall make no payment to CONTRACTOR in any greater amount for any extra, further, or additional services, unless such services and payment therefore have been mutually agreed to and this AGREEMENT has been formally amended in accordance with the provisions of this AGREEMENT.
4. Invoice and Payments. CONTRACTOR shall submit an invoice for services rendered after the completion of Services no later than 45 days after March 22, 2019. CONTRACTOR shall attach to the invoice documentation for the hours charged (if applicable) and the documentation shall include an itemized narrative of work completed. BEHAVIORAL HEALTH shall pay the invoice, so long as it is undisputed, within thirty (30) days of receipt and approval. The parties agree to exercise good faith and diligence in the resolution of any disputed invoice amounts.
5. Notice. Any invoices, notices, or other documents required to be given
under this AGREEMENT shall be delivered either personally, by first-class postage pre-paid U.S. Mail, or overnight courier to the following addresses or such other address provided by the parties in accordance with this section:
If to Behavioral Health:
Branch Director Sutter-Yuba Behavioral Health 1965 Live Oak Blvd. Yuba City, CA 95991
If to Contractor:
RUSH Personnel Services, Inc. 15 Independence Circle Chico, CA 95973
Notice shall be effective upon receipt.
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6. Independent Contractor.
A. It is understood and agreed, and is the intention of the parties hereto, that CONTRACTOR is an independent contractor, and not the employee or agent of BEHAVIORAL HEALTH for any purpose whatsoever. BEHAVIORAL HEALTH shall have no right to and shall not control the manner or prescribe the method by which the professional services are performed by CONTRACTOR herein. CONTRACTOR shall be entirely and solely responsible for its acts and the acts of its agents, employees, and subcontractors while engaged in the performance of services hereunder. CONTRACTOR shall have no claim under this AGREEMENT or otherwise against BEHAVIORAL HEALTH for vacation pay, sick leave, retirement benefits, Social Security, workers compensation, disability, or unemployment insurance benefits or other employee benefits of any kind. The parties acknowledge that BEHAVIORAL HEALTH shall not withhold from CONTRACTOR’S compensation any funds for income tax, FICA, disability insurance, unemployment insurance or similar withholding and CONTRACTOR is solely responsible for the timely payment of all such taxes and related payments to the state and federal governments, for itself and for its employees, agents, and subcontractors who might render services in connection with this AGREEMENT. The CONTRACTOR shall inform all persons who perform any services pursuant to this AGREEMENT of the provisions of this section.
B. In the event that the CONTRACTOR’S activities under this
AGREEMENT, or any of them, are found by any state or federal agency to be those of an employee rather than an independent contractor, CONTRACTOR agrees to indemnify BEHAVIORAL HEALTH and hold BEHAVIORAL HEALTH harmless for any damages, costs, or taxes imposed upon it pursuant to the Internal Revenue Code or state or federal taxing laws, including but not limited to any penalties and interest which BEHAVIORAL HEALTH may be assessed by such state or federal agency for failing to withhold from the compensation paid to CONTRACTOR under this AGREEMENT any amount which may have been required to be withheld by law.
7. Authority of Contractor. It is understood that CONTRACTOR is to provide information, research, advice, recommendations, and consultation services to BEHAVIORAL HEALTH. CONTRACTOR shall possess no authority with respect to any BEHAVIORAL HEALTH decision. BEHAVIORAL HEALTH is responsible for and shall make all governmental decisions related to work of CONTRACTOR.
8. Subcontracting and Assignment. CONTRACTOR shall not subcontract or assign any portion of the work to be performed under this AGREEMENT without the prior written consent of BEHAVIORAL HEALTH.
9. Ownership of Work Product. All technical data, evaluations, calculations,
plans, drawings, details, specifications, estimates, reports, documents, or other work product of CONTRACTOR, in both paper and original electronic program forms, shall become the property of BEHAVIORAL HEALTH as they are produced and shall be delivered to BEHAVIORAL HEALTH upon completion of services. CONTRACTOR may
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retain copies for its files and internal use, however, CONTRACTOR shall not disclose any of the work products of this AGREEMENT to any third party, person, or entity, without prior written consent of BEHAVIORAL HEALTH. Upon reasonable notice, BEHAVIORAL HEALTH representatives shall have access to the work for purposes of inspecting same and determining that the work is being performed in accordance with the terms of the AGREEMENT.
10. Indemnification. To the fullest extent permitted by law, CONTRACTOR
shall defend (with legal counsel reasonably acceptable to BEHAVIORAL HEALTH), indemnify and hold harmless BEHAVIORAL HEALTH, it’s officers, employees, and agents, from and against any and all claims, losses, costs, damages, injuries (including injury to or death of an employee of CONTRACTOR or its subcontractors), expenses and liabilities of every kind, nature and description (including incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert Providers or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by them, or anyone that they control (collectively “Liabilities”). Such obligation to defend, hold harmless and indemnify BEHAVIORAL HEALTH, its officers, agents and employees, shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of BEHAVIORAL HEALTH, its officers, agents and employees. The provisions of the California Government Claims Act, Government Code section 810 et seq., including its defenses and immunities, will apply to allegations of negligence or wrongful acts or omissions by BEHAVIORAL HEALTH. To the extent there is an obligation to indemnify under this paragraph; CONTRACTOR shall be responsible for incidental and consequential damages resulting directly or indirectly, in whole or in part, from CONTRACTOR’S negligence, recklessness, or willful misconduct.
11. Insurance. Without limiting CONTRACTOR’S indemnification of
BEHAVIORAL HEALTH, CONTRACTOR shall provide and maintain at its own expense and keep if force during the term of this AGREEMENT, or as may be further required herein, the following insurance coverages and provisions:
Workers’ Compensation Insurance with statutory limits, as required by the laws of the State of California and; Employer’s Liability insurance on an “occurrence” basis with a limit of not less than $1,000,000. Commercial General Liability Insurance at least as broad as CG 00 01, covering premises and operations and including but not limited to, owners and contractors protective, product and completed operations, personal and advertising injury and contractual liability coverage with a minimum per occurrence limit of $1,000,000 covering bodily injury and property damage; General Aggregate limit of $2,000,000; Products and Completed Operations Aggregate limit of $2,000,000 and Personal & Advertising Injury limit of $2,000,000, written on an occurrence form.
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Automobile Liability Insurance at least as broad as CA 00 01 with Code 1 (any auto), covering use of all owned, non-owned, and hired automobiles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability. Professional Liability Insurance covering liability imposed by law or contract arising out of an error, omission or negligent act in the performance, or lack thereof, of professional services and any physical property damage, bodily injury or death resulting there from, with a limit of not less than $1,000,000 per claim and in the aggregate. The insurance shall include a vicarious liability endorsement to indemnify, defend, and hold harmless BEHAVIORAL HEALTH for claims arising out of covered professional services and shall have an extended reporting period of not less than two years. That policy retroactive date coincides with or precedes CONTRACTOR’S start of work (including subsequent policies purchased as renewals or replacements). If the policy is terminated for any reason during the term of this AGREEMENT, CONTRACTOR shall either purchase a replacement policy with a retroactive date coinciding with or preceding the retroactive date of the terminating policy, or shall purchase an extended reporting provision of at least two years to report claims arising from work performed in connection with this AGREEMENT and a replacement policy with a retroactive date coinciding with or preceding the expiration date of the terminating policy. If this AGREEMENT is terminated or not renewed, CONTRACTOR shall maintain the policy in effect on the date of termination or non-renewal for a period of not less than two years there from. If that policy is terminated for any reason during the two-year period, CONTRACTOR shall purchase an extended reporting provision at least covering the balance of the two-year period to report claims arising from work performed in connection with this AGREEMENT or a replacement policy with a retroactive date coinciding with or preceding the retroactive date of the terminating policy. All policies of insurance shall provide for the following: A. Name BEHAVIORAL HEALTH, members of the Board of Supervisors of Sutter and Yuba Counties, its officers, agents and employees, as additional insureds except with respect to Workers’ Compensation and Professional Liability. B. Be primary and non-contributory with respect to all obligations assumed by CONTRACTOR pursuant to this AGREEMENT or any other services provided. Any insurance carried by BEHAVIORAL HEALTH shall not contribute to, or be excess of insurance maintained by CONTRACTOR, nor in any way provide benefit to CONTRACTOR, its affiliates, officers, directors, employees, subsidiaries, parent company, if any, or agents.
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C. Be issued by insurance carriers with a rating of not less than A VII, as rated in the most currently available “Best’s Insurance Guide.” D. Include a severability of interest clause and cross-liability coverage where BEHAVIORAL HEALTH is an additional insured. E. Provide a waiver of subrogation in favor of BEHAVIORAL HEALTH, members of the Board of Supervisors of Sutter and Yuba Counties, its officers, agents and employees. F. Provide defense in addition to limits of liability. Upon execution of this AGREEMENT and each extension of the Term thereafter, CONTRACTOR shall cause its insurers to issue certificates of insurance evidencing that the coverages and policy endorsements required under this AGREEMENT are maintained in force and that not less than 30 days written notice shall be given to BEHAVIORAL HEALTH prior to any material modification, cancellation, or non-renewal of the policies. Certificates shall expressly confirm at least the following: (i) BEHAVIORAL HEALTH’S additional insured status on the general liability, and auto liability policies; (ii) and the waiver of subrogation applicable to the workers’ compensation and professional liability policies. CONTRACTOR shall also furnish BEHAVIORAL HEALTH with endorsements effecting coverage required by this insurance requirements clause. The endorsements are to be signed by a person authorized by the Insurer to bind coverage on its behalf. The certificate of insurance and all required endorsements shall be delivered to BEHAVIORAL HEALTH’S address as set forth in the Notices provision of this AGREEMENT. All endorsements are to be received and approved by BEHAVIORAL HEALTH before work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. Unless otherwise agreed by the parties, CONTRACTOR shall cause all of its Subcontractors to maintain the insurance coverages specified in this Insurance section and name CONTRACTOR as an additional insured on all such coverages. Evidence thereof shall be furnished as BEHAVIORAL HEALTH may reasonably request. The coverage types and limits required pursuant to this AGREEMENT shall in no way limit the liability of CONTRACTOR. 12. Professional Services. A. All work performed under this AGREEMENT shall be performed and completed in a professional manner. All services shall be performed in the manner and according to the professional standards observed by a competent practitioner of the profession in which CONTRACTOR and any subcontractors are engaged. CONTRACTOR shall, while engaged in the provision of services under this
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AGREEMENT, comply with the Sutter County Department of Human Services Code of Conduct, which is attached hereto as Exhibit “C” and incorporated by reference. B. CONTRACTOR represents and warrants that it is professionally qualified to perform the services described herein; acknowledges that BEHAVIORAL HEALTH is relying upon CONTRACTOR'S qualifications to perform these services in a professional manner; and agrees that BEHAVIORAL HEALTH'S full or partial acceptance of any work does not release CONTRACTOR from its obligation to perform the services in accordance with this AGREEMENT unless BEHAVIORAL HEALTH expressly agrees otherwise in writing. C. CONTRACTOR shall not be considered to be in default because of any nonperformance caused by occurrences beyond its reasonable control. The compensation specified in Paragraph 3 may be reduced to account for such nonperformance. 13. Responsibility of Contractor. A. CONTRACTOR shall be solely responsible for the quality and accuracy of its work and the work of its contractors performed in connection with this AGREEMENT. Any review, approval, or concurrence therewith by BEHAVIORAL HEALTH shall not be deemed to constitute acceptance or waiver by BEHAVIORAL HEALTH of any error or omission as to such work. B. CONTRACTOR shall coordinate the activities of all sub-providers and is responsible to ensure that all work product is consistent with one another to produce a unified, workable, and acceptable whole functional product. BEHAVIORAL HEALTH shall promptly notify CONTRACTOR of any defect in CONTRACTOR’S performance.
14. Use of Sutter County Vehicles. For purposes of this AGREEMENT,
selected employees of the CONTRACTOR may operate vehicles owned by Sutter County in performance of the Services required herein. Such use of Sutter County vehicles may occur only upon the direction and consent of Sutter County. CONTRACTOR shall only use Sutter County vehicles for the provision of Services required herein and shall not allow persons to either operate or occupy said vehicles for other purposes. CONTRACTOR shall only allow persons who are legally licensed in the State of California to operate a Sutter County vehicle and shall provide the names and California Drivers License numbers of such persons to Sutter County for the review of driving records under the Department of Motor Vehicles Pull Notice Program. Sutter County reserves the right to restrict or prohibit any such person from operating a Sutter County vehicle. Sutter County shall provide Automobile Liability Insurance for its vehicles while being used by CONTRACTOR’S employees, except that CONTRACTOR agrees to indemnify and defend Sutter County for any loss, claim or action brought against Sutter County resulting from the use of the Sutter County vehicle by CONTRACTOR’S employees for purposes other than the provision of Services required herein.
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15. Audit. The following audit requirements apply from the effective date of this
AGREEMENT until three years after BEHAVIORAL HEALTH’S final payment:
A. CONTRACTOR shall allow BEHAVIORAL HEALTH’S authorized representatives reasonable access during normal business hours to inspect, audit, and copy CONTRACTOR’S records as needed to evaluate and verify any invoices, payments, and claims that CONTRACTOR submits to BEHAVIORAL HEALTH or that any payee of CONTRACTOR submits to CONTRACTOR in connection with this AGREEMENT. ‘Records’ includes, but is not limited to, correspondence, accounting records, sub-provider files, change order files, and any other supporting evidence relevant to the invoices, payments, or claims.
B. BEHAVIORAL HEALTH and CONTRACTOR shall be subject to the examination and audit of the State Auditor, at the request of BEHAVIORAL HEALTH or as part of any audit of BEHAVIORAL HEALTH. Such examinations and audits shall be confined to matters connected with the performance of this AGREEMENT including but not limited to administration costs.
This section shall survive the expiration or termination of this AGREEMENT. 16. Publication of Documents and Data. CONTRACTOR may not publish or
disclose to any third party any information obtained in connection with services rendered under this AGREEMENT without the prior written consent of BEHAVIORAL HEALTH. Notwithstanding the forgoing, submission or distribution to meet official regulatory requirements, or for other purposes authorized by this AGREEMENT, shall not be construed as publication in derogation of the rights of either BEHAVIORAL HEALTH or CONTRACTOR.
17. Employment Practices. CONTRACTOR, by execution of this
AGREEMENT, certifies that it does not discriminate against any person upon the basis of race, color, creed, national origin, age, sex, disability, or marital status in its employment practices.
18. Termination. Either party shall have the right to terminate this
AGREEMENT at any time for any reason upon fourteen (14) days advance written notice to the other party. Agreements exceeding the monetary limits delegated to the Sutter County Purchasing Agent, or authorized deputies, are not valid unless duly executed by the Chair of the Sutter County Board of Supervisors. If this AGREEMENT was executed for BEHAVIORAL HEALTH by the Sutter County Purchasing Agent, or an authorized deputy, this AGREEMENT shall automatically terminate on the date that the provision of services or personal property or incurring of expenses, the cumulative total of which, exceeds fifty-thousand dollars ($50,000) for personal services contracts or forty-five thousand dollars ($45,000) for public works contracts.
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19. Jurisdiction. This AGREEMENT shall be administered and interpreted under the laws of the State of California and any action brought hereunder shall be brought in the Superior Court in and for the County of Sutter.
20. Compliance With Law. CONTRACTOR shall comply with all applicable
federal, state, and local statutes, ordinances, regulations, rules, and orders, including but not limited to those concerning equal opportunity and non-discrimination. 21. Conflict With Laws or Regulations/Severability. This AGREEMENT is subject to all applicable laws and regulations. If any provision of this AGREEMENT is found by any court or other legal authority, or is agreed by the parties, to be in conflict with any code or regulation governing its subject, the conflicting provision shall be considered null and void. If the effect of nullifying any conflicting provision is such that a material benefit of the AGREEMENT to either party is lost, the AGREEMENT may be terminated at the option of the affected party. In all other cases, the remainder of the AGREEMENT shall continue in full force and effect. 22. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this AGREEMENT shall be deemed to be inserted and this AGREEMENT shall be read and enforced as though it were included. If through mistake or otherwise, any provision is not inserted or is not correctly inserted, then upon application of either Party, the AGREEMENT shall be amended to make the insertion or correction. All references to statutes and regulations shall include all amendments, replacements, and enactments in the subject which are in effect as of the date of this AGREEMENT, and any later changes which do not materially and substantially alter the positions of the Parties.
23. Waivers. Waiver of a breach or default under this AGREEMENT shall not
constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this AGREEMENT.
24. Amendments. Any amendments to this AGREEMENT shall be in writing
and executed by both parties. 25. Entire Agreement. This AGREEMENT, constitutes the entire AGREEMENT
between the parties for the provision of services to BEHAVIORAL HEALTH by CONTRACTOR and supersedes all prior oral and written agreements and communications.
26. Successors and Assigns. This AGREEMENT shall be binding upon and
shall inure to the benefit of any successors to or assigns of the parties. 27. Construction. This AGREEMENT reflects the contributions of both parties
and accordingly the provisions of Civil Code section 1654 shall not apply in interpreting this AGREEMENT.
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IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT as of the dates of their signatures. SUTTER-YUBA BEHAVIORAL HEALTH By: _____________________________________ Date: _________________ Nancy O’Hara Director, Sutter County Health and Human Services RUSH PERSONNEL SERVICES, INC. By: ___________________________________ Date: __________________ SUTTER COUNTY BOARD OF SUPERVISORS By: _____________________________________ Date: __________________ Chairman ATTEST APPROVED AS TO FORM By: __________________________________ By: _____________________________ Clerk County Counsel Exhibits: Exhibit A – Scope of Work Exhibit B – Fee Schedule Exhibit C – Code of Conduct Exhibit D – HIPAA Business Associate Agreement
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EXHIBIT A SCOPE OF SERVICES
SERVICES PROVIDED:
CONTRACTOR will: CONTRACTOR will be the employer of CONTRACTOR temporary employees, and will be responsible for the staffing services listed below:
• CONTRACTOR will hire applicants who are current or former consumers of behavioral health services who have lived with lived experience of mental illness OR who have/have had immediate family members who are consumers of Behavioral Health services. CONTRACTOR will also administer drug tests to any employee suspected of using alcohol or drugs while at work at any BEHAVIORAL HEALTH worksite.
• CONTRACTOR will work with BEHAVIORAL HEALTH to hire and orient applicants
for employment.
• Assign CONTRACTOR temporary employees according to BEHAVIORAL HEALTH’S requirements;
• Pay CONTRACTOR temporary employees the wages set by BEHAVIORAL HEALTH and provide the benefits that CONTRACTORS offers to them as its employees;
• Pay or withhold payroll taxes (e.g., FICA) and insurance premiums (e.g., Medicare) and fulfill its obligations for unemployment compensation (e.g., FUTA, SUTA);
• Provide workers’ compensation benefits and coverage for CONTRACTOR temporary employees;
• Maintain CONTRACTOR temporary employees’ personnel and payroll records related to their employment by CONTRACTOR;
• Comply with laws, rules or regulations applicable to contractors of staffing services;
• Require CONTRACTOR temporary employees to agree in writing to protect the confidentiality of BEHAVIORAL HEALTH’S proprietary information;
• Require CONTRACTOR’S temporary employees to execute agreements that BEHAVIORAL HEALTH requests with regard to intellectual property developed by them in performance of their work for BEHAVIORAL HEALTH;
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• Require CONTRACTOR temporary employees to acknowledge in writing that they have no right to participate in BEHAVIORAL HEALTH'S employee benefit plans;
• Require CONTRACTOR temporary employees to comply with all rules and policies of BEHAVIORAL HEALTH (e.g., those relating to premises access and security);
• Make legally required employment law disclosures to CONTRACTOR temporary
employees;
• Provide CONTRACTOR temporary employees of diverse race, gender, ethnicity, and background;
• CONTRACTOR temporary employees shall participate in the maintenance of records and the compilation and preparation of reports as needed.
BEHAVIORAL HEALTH may arrange to review CONTRACTOR’S records as necessary to confirm that CONTRACTOR is performing these services. BEHAVIORAL HEALTH agrees to maintain the confidentiality of records it reviews.
BEHAVIORAL HEALTH will:
• Place orders with CONTRACTOR describing the type of work requested, specific
duties to be performed, skills required, and any other requirements
• Will be responsible for controlling the environment in which CONTRACTOR temporary employees perform their work, the details of their work, and their work product.
• Will provide CONTRACTOR temporary employees with a safe and suitable
workplace and provide CONTRACTOR with prompt notice of any injury suffered by a temporary employee;
• Provide adequate internal controls, supervision, instructions, and training of relevant
policies and procedures for CONTRACTOR temporary employees, and be responsible for their conduct when they are at the BEHAVIORAL HEALTH worksite.
• Comply with duties imposed on it by law, rule, or regulation.
• BEHAVIORAL HEALTH agrees to review and approve, by signature or electronic
means, a record of time worked by CONTRACTOR’S employees. BEHAVIORAL HEALTH will also designate a representative to approve the record.
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EXHIBIT B SCHEDULE OF FEES
Contract will not exceed ($440,000.00) for the contract term.
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EXHIBIT C CODE OF CONDUCT
Sutter County Department of Health and Human Services staff, contractors and agents are committed to delivering all services in a partnership with the clients we serve and our community. We provide all services with respect and dignity, providing excellence in all we do and integrity in how we do it. To better meet our goals, we;
➢ Treat all patients, constituents and clients with dignity, respect and courtesy. Providing appropriate care and services and, whenever possible, individualize that service to address patient, constituent, client and community needs.
➢ Provide all services in accordance with applicable federal, state and county laws and regulations.
➢ Provide patients and clients with the information they need to make fully informed decisions about their care and services. Patients and clients have a right to receive information about our department’s services, policies and procedures and fees we charge.
➢ Maintain a working environment free from all forms of harassment or intimidation, sexual or otherwise, showing respect and consideration for each other. Discriminatory treatment, abuse, violence or intimidation is not acceptable.
➢ Comply with applicable laws, rules, regulations, standards, and other requirements as directed by federal, state and county governments. We comply with requirements of federal healthcare program statutes, regulations and guidelines striving to exercise sound judgment in the performance of our duties.
➢ Take reasonable precaution to ensure that billing and/or coding of claims are prepared and submitted accurately, timely, and are consistent with federal, state and county laws and regulations, including the Federal False Claims Act and the California False Claims Act, utilizing the policies and procedures of Sutter County and our department. This includes federal healthcare program regulations and procedures as well as standards required by the State of California.
➢ If errors or problems in claims or billings are discovered, we act promptly to investigate and correct them.
➢ Avoid commitments that interfere with our ability to properly perform duties for our department or any activity that conflicts with the known interest of the County of Sutter, our department, its patients, clients or constituents.
➢ Do not use Sutter County time, facilities, equipment, badge or uniform for private gain or advantage, or the private gain or advantage of another.
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➢ Do not accept any form of compensation for use of our time, knowledge or position in purchasing products or services or recommending they be purchased by others.
➢ Will not solicit, advertise, or engage in personal business practices with clients, their families, vendors, or other parties using our employment, work station, or official capacity.
➢ Seek positive and cooperative relationships within Sutter County, our department, as well as with other government programs, vendors, contractors, community groups and industry to enhance services and resources available to the public.
➢ Ensure that all records in any medium are maintained in accordance with guidelines established by the Sutter County Board of Supervisors and applicable government and civil codes, in an accurate and confidential manner in order to protect privacy and provide factual information.
➢ All department staff, contractors and agents are expected to comply with this code of Conduct, the Rules and Regulations governing employment with Sutter County and our departmental policies and procedures, and contractual obligations, as well as all laws and regulations. This includes statutes, regulations and guidelines applicable to state, county and federal healthcare programs, knowing that failure to comply with the above may potentially subject an employee to civil and criminal liability, sanctions, penalties or disciplinary action.
➢ Are obligated to report a violation of the Code of Conduct, county rules and regulations, departmental policies and procedures or other state or federal laws and regulations.
I certify that I have read, understand, and agree to comply with, the above Code of
Conduct.
Print Name
Signature Date
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EXHIBIT D HIPAA BUSINESS ASSOCIATE AGREEMENT
This Exhibit shall constitute the Business Associate Agreement (the “Agreement”) between RUSH Personnel Services, LLC (the “Business Associate”) and the County of Sutter (the “Covered Entity”), and applies to the functions Business Associate will perform on behalf of Covered Entity (collectively, “Services”), that are identified in the Master Agreement (as defined below). 1. Purpose. This Agreement is intended to ensure that the Business Associate will establish and implement appropriate privacy and security safeguards with respect to “Protected Health Information” (as defined below) that the Business Associate may create, receive, use, or disclose in connection with the Services to be provided by the Business Associate to the Covered Entity, and that such safeguards will be consistent with the standards set forth in regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act as set forth in Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (“HITECH Act”). 2. Regulatory References. All references to regulatory Sections, Parts and Subparts in this Agreement are to Title 45 of the Code of Federal Regulations as in effect or as amended, and for which compliance is required, unless otherwise specified.
3. Definitions. Terms used, but not otherwise defined, in this Agreement shall have
the same meaning as those terms are defined in Sections 160.103, 164.304 and 164.501. (a) Business Associate. “Business Associate” shall mean the party identified above
as the “Business Associate”. (b) Breach. “Breach” shall have the same meaning as the term “breach” in Section
164.402. (c) Covered Entity. “Covered Entity” shall mean the County of Sutter, a hybrid
entity, and its designated covered components, which are subject to the Standards for Privacy and Security of Individually Identifiable Health Information set forth in Parts 160 and 164.
(d) Designated Record Set. “Designated Record Set” shall have the same meaning
as the term “designated record set” in Section 164.501. (e) Electronic Protected Health Information. “Electronic Protected Health
Information” (“EPHI”) is a subset of Protected Health Information and means individually
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identifiable health information that is transmitted or maintained in electronic media, limited to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.
(f) Individual. “Individual” shall have the same meaning as the term ‘‘Individual’’ in
Section 164.103 and shall include a person who qualifies as a personal representative in accordance with Section 164.502(g).
(g) Master Agreement. “Master Agreement” shall mean the contract or other
agreement to which this Exhibit is attached and made a part of. (h) Minimum Necessary. “Minimum Necessary” shall mean the minimum amount
of Protected Health Information necessary for the intended purpose, as set forth at Section 164.514(d): Standard: Minimum Necessary.
(i) Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually
Identifiable Health Information at Part 160 and Part 164, Subparts A and E. (j) Protected Health Information. “Protected Health Information” shall have the
same meaning as the term “protected health information” in Section 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
(k) Required By Law. “Required by law” shall have the same meaning as the term
“required by law” in Section 164.103. (l) Secretary. “Secretary” shall mean the Secretary of the United States
Department of Health and Human Services (“DHHS”) or his/her designee. (m) Security Incident. “Security Incident” shall mean the attempted or successful
unauthorized access, use, disclosure, modification, or destruction of information or interference with systems operations in an information system, but does not include minor incidents that occur on a daily basis, such as scans, “pings”, or unsuccessful random attempts to penetrate computer networks or servers maintained by Business Associate.
(n) Security Rule. “Security Rule” shall mean the Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.
(o) Unsecured Protected Health Information. “Unsecured Protected Health Information” shall have the same meaning as the term “unsecured protected health information” in Section 164.402, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
4. Compliance with the HIPAA Privacy and Security Rules.
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(a) Business Associate acknowledges that it is required by Sections 13401 and 13404 of the HITECH Act to comply with the HIPAA Security Rule, Sections 164.308 through 164.316, and the use and disclosure provisions of the HIPAA Privacy Rule, Sections 164.502 and 164.504.
(b) Business Associate agrees not to use or further disclose Protected Health
Information other than as permitted or required by this Agreement, or as required by law. 5. Permitted Uses and Disclosures.
(a) Except as otherwise limited in this Agreement, Business Associate may use or
disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity subject to limiting use and disclosure to applicable minimum necessary rules, regulations and statutes and provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity.
(b) Except as otherwise limited in this Agreement, Business Associate may use
Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
(c) Except as otherwise limited in this Agreement, Business Associate may
disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
(d) Except as otherwise limited in this Agreement, Business Associate may use
Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by Section 164.504(e)(2)(i)(B).
(e) Business Associate may use Protected Health Information to report violations
of law to appropriate Federal and State authorities consistent with Section 164.502(j). 6. Appropriate Safeguards.
(a) Business Associate agrees to use appropriate safeguards to prevent the use
or disclosure of Protected Health Information other than as provided for by this Agreement. Appropriate safeguards shall include implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Protected Health Information that is created, received, maintained or transmitted on behalf of the Covered Entity and limiting use and disclosure to applicable minimum necessary rules, regulations and statutes.
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(b) To the extent practicable, Business Associate will secure all Protected Health Information by technological means that render such information unusable, unreadable, or indecipherable to unauthorized individuals and in accordance with any applicable standards or guidance issued by the Department of Health and Human Services under Section 13402 of the HITECH Act. 7. Reporting Unauthorized Uses and Disclosures. (a) Business Associate agrees to notify Covered Entity of any breach or any privacy or security incident involving Unsecured Protected Health Information of which it becomes aware, including any access to, or use or disclosure of Protected Health Information not permitted by this Agreement. Such notification will be made as soon as possible, but no later than 72 hours, after discovery and will include, to the extent possible, the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by the Business Associate to have been, accessed, acquired, used or disclosed, a description of the Protected Health Information involved, the nature of the unauthorized access, use or disclosure, the date of occurrence, and a description of any remedial action taken or proposed to be taken by Business Associate. Business Associate will also provide to Covered Entity any other available information that the Covered Entity is required to include in its notification to the Individual under Section 164.404(c) at the time of the initial report or promptly thereafter as the information becomes available.
(b) In the event of a request by law enforcement under Section 164.412, Business Associate may delay notifying Covered Entity for the applicable timeframe. (c) A breach or unauthorized access, use, or disclosure shall be treated as discovered by the Business Associate on the first day on which such unauthorized access, use, or disclosure is known, or should reasonably have been known, to the Business Associate or to any person, other than the individual committing the unauthorized disclosure, that is an employee, officer, subcontractor, agent or other representative of the Business Associate. (d) In meeting its obligations under this section, it is understood that Business Associate is not acting as the Covered Entity’s agent. In performance of the work, duties, and obligations and in the exercise of the rights granted under this Agreement, it is understood and agreed that Business Associate is at all times acting as an independent contractor in providing services pursuant to this Agreement and the Master Agreement. 8. Mitigating the Effect of a Breach, Security Incident, or Unauthorized Access, Use or Disclosure of Unsecured Protected Health Information.
(a) Business Associate agrees to mitigate, to the greatest extent possible, any
harm that results from the breach, security incident, or unauthorized access, use or disclosure of Unsecured Protected Health Information by Business Associate or its employees, officers, subcontractors, agents, or other representatives.
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(b) Following a breach, privacy or security incident, or any unauthorized access,
use or disclosure of Unsecured Protected Health Information, Business Associate agrees to take any and all corrective action necessary to prevent recurrence, to document any such action, and to make said documentation available to Covered Entity.
(c) Except as required by law, Business Associate agrees that it will not inform any
third party of a breach or unauthorized access, use or disclosure of Unsecured Protected Health Information without obtaining the Covered Entity’s prior written consent. Covered Entity hereby reserves the sole right to determine whether and how such notice is to be provided to any Individuals, regulatory agencies, or others as may be required by law, regulation or contract terms, as well as the contents of such notice.
9. Indemnification. (a) Business Associate agrees to hold harmless, defend at its own expense, and indemnify Covered Entity for the costs of any mitigation undertaken by Business Associate pursuant to Section 8, above. (b) Business Associate agrees to assume responsibility for any and all costs associated with the Covered Entity’s notification of Individuals affected by a breach or unauthorized access, use or disclosure by Business Associate or its employees, officers, subcontractors, agents or other representatives when such notification is required by any state or federal law or regulation, or under any applicable contract to which Covered Entity is a party. (c) Business Associate agrees to hold harmless, defend at its own expense and indemnify Covered Entity and its respective employees, directors, officers, subcontractors, agents or other members of its workforce (each of the foregoing hereinafter referred to as “Indemnified Party”) against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with any breach of this Agreement or from any acts or omissions related to this Agreement by Business Associate or its employees, directors, officers, subcontractors, agents or other members of its workforce. Accordingly, on demand, Business Associate shall reimburse any Indemnified Party for any and all actual and direct losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys’ fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party which results from the Business Associate’s acts or omissions hereunder. Business Associate’s obligation to indemnify any Indemnified Party shall survive the expiration or termination of this Agreement. 10. Individuals’ Rights. (a) Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner designated by the Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an
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Individual in order to meet the requirements under Section 164.524. (b) Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to make pursuant to Section 164.526, at the request of Covered Entity or an Individual, and in the time and manner designated by the Covered Entity. (c) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528. (d) Business Associate agrees to provide to Covered Entity or an Individual, in the time and manner designated by Covered Entity, information collected in accordance with Section 10(c) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528. (e) Business Associate agrees to comply with any restriction to the use or disclosure of Protected Health Information that Covered Entity agrees to in accordance with Section 164.522. 11. Obligations of Covered Entity.
(a) Covered Entity shall provide Business Associate with the notice of privacy
practices that Covered Entity produces in accordance with Section 164.520, as well as any changes to such notice.
(b) Covered Entity shall provide Business Associate with any changes in, or
revocation of, permission by Individual to use or disclose Protected Health Information, if such changes affect Business Associate’s permitted or required uses and disclosures.
(c) Covered Entity shall notify Business Associate of any restriction to the use or
disclosure of Protected Health Information that Covered Entity has agreed to in accordance with Section 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information. 12. Agents and Subcontractors of Business Associate. (a) Business Associate agrees to ensure that any agent, subcontractor, or other representative to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees in writing to the same restrictions, conditions and requirements that apply through this Agreement to Business Associate with respect to such information, including the requirement to promptly notify the Business Associate of any instances of unauthorized access to or use or disclosure of Protected Health Information of which it becomes aware. Upon request,
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Business Associate shall provide copies of such agreements to Covered Entity. (b) Business Associate shall implement and maintain sanctions against any agent,
subcontractor or other representative that violates such restrictions, conditions or requirements and shall mitigate the effects of any such violation. 13. Audit, Inspection, and Enforcement.
(a) Business Associate agrees to make internal practices, books, and records
relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity, available to any state or federal agency, including the Secretary, for the purposes of determining compliance with HIPAA and any related regulations or official guidance. (b) With reasonable notice, Covered Entity and its authorized agents or contractors may audit and/or examine Business Associate’s facilities, systems, policies, procedures, and documentation relating to the security and privacy of Protected Health Information to determine compliance with the terms of this Agreement. Business Associate shall promptly correct any violation of this Agreement found by Covered Entity and shall certify in writing that the correction has been made. Covered Entity’s failure to detect any unsatisfactory practice does not constitute acceptance of the practice or a waiver of Covered Entity’s enforcement rights under this Agreement. 14. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 15. Term and Termination.
(a) The terms of this Agreement shall remain in effect for the duration of all services
provided by Business Associate under the Master Agreement and for so long as Business Associate remains in possession of any Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity unless Covered Entity has agreed in accordance with this section that it is not feasible to return or destroy all Protected Health Information.
(b) Upon termination of the Master Agreement, Business Associate shall recover
any Protected Health Information relating to the Master Agreement and this Agreement in its possession and in the possession of its subcontractors, agents or representatives. Business Associate shall return to Covered Entity, or destroy with the consent of Covered Entity, all such Protected Health Information, in any form, in its possession and shall retain no copies. If Business Associate believes it is not feasible to return or destroy the Protected Health Information, Business Associate shall so notify Covered Entity in writing. The notification shall include: (1) a statement that the Business Associate has determined that it is not feasible to return or destroy the Protected Health Information in its possession, and (2) the specific reasons for such determination. If Covered Entity agrees
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in its sole discretion that Business Associate cannot feasibly return or destroy the Protected Health Information, Business Associate shall ensure that any and all protections, requirements and restrictions contained in the Master Agreement and this Agreement shall be extended to any Protected Health Information for so long as Business Associate maintains such Protected Health Information, and that any further uses and/or disclosures will be limited to the purposes that make the return or destruction of the Protected Health Information infeasible.
(c) Covered entity may immediately terminate the Master Agreement if it
determines that Business Associate has violated a material term of this Agreement. 16. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of the HIPAA Privacy and Security Rules and the HITECH Act. 17. Entire Agreement. This Exhibit constitutes the entire HIPAA Business Associate Agreement between the parties, and supersedes any and all prior HIPAA Business Associate Agreements between them. 18. Notices. (a) All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by deposit in the United States mail, by certified mail, postage prepaid, return receipt requested. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier. (b) Any mailed notice, demand, request, consent, approval or communication that Covered Entity desires to give to Business Associate shall be addressed to Business Associate at the mailing address set forth in the Master Agreement. (c) Any mailed notice, demand, request, consent, approval or communication that Business Associate desires to give to Covered Entity shall be addressed to Covered Entity at the following address: Sutter County Privacy Officer Sutter-Yuba Behavioral Health Services 1965 Live Oak Blvd, Suite A P.O. Box 1520 Yuba City, CA 95992-1520 (d) For purposes of subparagraphs (b) and (c) above, either party may change its address by notifying the other party of the change of address. 19. Lost Revenues; Penalties/Fines.
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(a) Lost Revenues. Business Associate shall make Covered Entity whole for any revenues lost arising from an act or omission in billing practices by Business Associate. (b) Penalties/Fines for Failure to Comply with HIPAA. Business Associate shall pay any penalty or fine assessed against Covered Entity arising from Business Associate’s failure to comply with the obligations imposed by HIPAA. (c) Penalties/Fines (other). Business Associate shall pay any penalty or fine assessed against Covered Entity arising from Business Associate’s failure to comply with all applicable Federal or State Health Care Program Requirements, including, but not limited to any penalties or fines which may be assessed under a Federal or State False Claims Act provision.
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