HomeMy WebLinkAbout20251618.tiffResolution
Approve Standard Form of Agreement and Rates for Foster Care Respite Services
Between Department of Human Services and Various Providers, and Authorize
Chair to Sign Agreements Consistent with Said Form
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Standard Form of Agreement and Rates
for Foster Care Respite Services between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department
of Human Services, and various providers, with further terms and conditions being as
stated in said standard form, and
Whereas, after review, the Board deems it advisable to approve said standard form, a
copy of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Standard Form of Agreement and Rates for Foster Care Respite
Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Human Services,
and various providers, be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
agreements consistent with said standard form.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 11th day of June, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppler: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cc. K SD c TS (E6), c 604), ACT(cr/cD/R,M
06/11/,.5
2025-1618
HR0097
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Child Welfare SFY 2025-2026 Respite Agreement Template
DEPARTMENT: Human Services DATE: June 3, 2025
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: The Department is requesting approval of the Child Welfare
SFY 2025-26 Respite Agreement Template.
Respite care is limited to four (4) hours per week per child. The hours of care may be provided in any
combination throughout a month but may not exceed 16 hours per month. Payment is $16.75 per
each four (4) hour period but may not exceed $67.00 per month for 16 hours.
What options exist for the Board?
Approval of the Child Welfare SFY 2025-2026 Respite Agreement Template.
Deny approval of the Child Welfare SFY 2025-2026 Respite Agreement Template.
Consequences: Weld County Department of Human Services will not have current agreements
in place with the providers for Respite Services.
Impacts: The providers will not be able to provide Respite care to children.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Total cost = $16.75 per each four (4) hour period not to exceed $67.00 per month.
Funded through Child Welfare Block Grant
Recommendation:
• Approval of the Child Welfare SFY 2025-2026 Respite Agreement Template and authorize the
Chair to sign subsequent agreements.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
-9
�r
Pass -Around Memorandum; June 3, 2025 - NOT IN CMS 2025-1618
(DA\ H12609-1
Karla Ford
From:
Sent:
To:
Subject:
Importance:
Support
COUNTY, CO
Scott James
Monday, June 2, 2025 2:34 PM
Karla Ford
Re: Please Reply - PA FOR ROUTING: CW Respite Template (Not in CMS)
High
•
Scott K. James
Weld County Commissioner
Office: 970-400-4200/Cell : 970-381-7496
P.O. Box 758, 1150 O St., Greeley, CO 80632
0 CD
On Jun 2, 2025, at 7:30 AM, Karla Ford <kford@weld.gov>wrote:
Please advise if you support recommendation and to have department place on the agenda.
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Karla Ford
Office Manager& Executive Assistant
Board of Weld County Commissioners
Desk: 970-400-4200/970-400-4228
P.O. Box 758, 1150 O St., Greeley, CO 80632
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i
AGREEMENT FOR FOSTER CARE RESPITE SERVICES
BETWEEN WELD COUNTY
AND (PROVIDER)
THIS AGREEMENT is made and entered into this day of ,
2025 by and between the Board of County Commissioners of the County of Weld, State of
Colorado, on behalf of the Weld County Department of Human Services, whose address is
1150 "O" Street, Greeley, Colorado 80631, hereinafter referred to as "County", and
(PROVIDER), whose address is (ADDRESS), hereinafter referred to as "Contractor."
WITNESSETH:
WHEREAS, required approval, clearance, and coordination have been accomplished
from and with appropriate agencies; and
WHEREAS, the Colorado Department of Human Services has provided funding to the
County for respite care for Weld County certified foster care homes; and
WHEREAS, County has determined that due to the significant challenges often
experienced by certified foster care providers, it is necessary to offer them respite services, as
described in Exhibit A, "Scope of Services", a copy of which is attached hereto and made a
part hereof by this reference, to allow them to continue to provide high quality care for the
children in their charge, and
WHEREAS, Contractor is willing and able to abide by the terms and conditions required
by County, as more fully set forth in this Agreement,
WHEREAS, Contractor is able and available to provide respite services as defined in
this Agreement at the rates set forth in Exhibit B, "Rate Schedule" a copy of which is attached
hereto and made a part hereof by this reference,
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
GENERAL PROVISIONS:
1. This Agreement shall become effective on BEGIN DATE, upon proper execution
of this Agreement, and shall expire on END DATE unless sooner terminated as
provided herein. This Agreement is for a period of three years subject to annual
renewal by written mutual agreement of the parties.
2 Either party may terminate this Agreement at any time for any reason by providing
the other party with a 30 -day written notice thereof. Furthermore, this Agreement
may be terminated by County at any time without notice upon a material breach
by Contractor of the terms of the Agreement.
1 Revised 5/2024
3. Any amendments or modifications to this agreement shall be in writing and signed
by both parties. No additional services or work performed by Contractor shall
be the basis for additional compensation unless and until Contractor has obtained
written authorization and acknowledgment by County for such additional
services.
4. Contractor may not assign or transfer this Agreement, any interest therein or
claim hereunder, without the prior written approval of County. It is expressly
understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in this Agreement shall give or
allow any claim or right of action whatsoever by any other person not included in
this Agreement. It is the express intention of the undersigned parties that any
entity other than the undersigned parties receiving services or benefits under this
Agreement shall be an incidental beneficiary only.
5. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections or other
provisions, of the Colorado Governmental Immunity Act of §§24-10-101 et. seq.,
as applicable now or hereafter amended.
6. If any section, subsection, paragraph, sentence, clause, or phrase of this
Agreement is for any reason held or decided to be unconstitutional, such decision
shall not affect the validity of the remaining portions. The parties hereto declare
that they would have entered into this Agreement and each and every section,
subsection, paragraph, sentence, clause, and phrase thereof irrespective of the
fact that any one or more sections, subsections, paragraphs, sentences, clauses,
or phrases might be declared to be unconstitutional or invalid.
7. No officer, member or employee of County and no member of their governing
bodies shall have any pecuniary interest, direct or indirect, in the approved
Agreement or the proceeds thereof. The appearance of conflict of interest applies
to the relationship of a Contractor with County when the Contractor also
maintains a relationship with a third party and the two relationships are in
opposition. In order to create the appearance of a conflict -of -interest, it is not
necessary that the Contractor gain from knowledge of these opposing interests.
It is only necessary that the Contractor knows that the two relationships are in
opposition. During the term of the Agreement, Contractor shall not enter into
any third -party relationship that gives the appearance of creating a conflict of
interest. Upon learning of an existing appearance of a conflict of interest
situation, Contractor shall submit to the Department, a full disclosure statement
setting forth the details that create the appearance of a conflict of interest. Failure
to promptly submit a disclosure statement required by this paragraph shall
2 Revised 5/2024
constitute grounds for the Department's termination, for cause, of its Agreement
with the Contractor. Contractor certifies that no Federally appropriated funds
have been paid or will be paid, by or on behalf of Contractor, to any person for
influencing or attempting to influence an officer or employee of an agency, a
Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract,
the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of an Federal contract, loan, grant, or cooperative
agreement.
8. This Agreement, together with Exhibits A, B and C constitutes the entire
understanding between the parties with respect to the subject matter hereof, and
may not be changed or modified, unless by a written amendment executed by
both parties. This Agreement shall be binding upon the parties hereto, their
successors, heirs, legal representatives, and assigns. Neither County nor
Contractor may assign any of its rights or obligations hereunder without the prior
consent of the other party.
9. This Agreement shall not be valid until it has been approved by the Board of
County Commissioners of Weld County, Colorado.
10. Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said
laws, rules and/or regulations shall be null and void. In the event of a legal dispute
between the parties, Contractor agrees that the Weld County District Court shall
have exclusive jurisdiction to resolve said dispute.
11. In the event of a dispute between County and Contractor, concerning this
Agreement, the parties agree that each party shall be responsible for the payment
of attorney fees and/or legal costs incurred by or on its own behalf.
12. Neither party to this Agreement shall be liable to the other for delays in delivery
or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including
but not limited to Acts of God, fires, strikes, war, flood, earthquakes or
Governmental actions.
13. All work and information obtained by Contractor under this Agreement or
individual work order shall become or remain (as applicable), the property of
County. In addition, all reports, documents, data, plans, drawings, records and
computer files generated by Contractor in relation to this Agreement and all
3 Revised 5/2024
reports, test results and all other tangible materials obtained and/or produced in
connection with the performance of this Agreement, whether or not such
materials are in completed form, shall at all times be considered the property of
the County. Contractor shall not make use of such material for purposes other
than in connection with this Agreement without prior written approval of County.
14. Contractor acknowledges that County has entered into this Agreement in reliance
upon the particular reputation and expertise of Contractor. Contractor shall not
enter into any subcontractor agreements for the completion of this project without
County's prior written consent, which may be withheld in County's sole discretion.
15. Upon completion of the work, the Contractor shall submit to Department originals
of all tests and results, reports, etc., generated during completion of this work.
Acceptance by Department of reports and incidental material(s) furnished under
this Agreement shall not in any way relieve the Contractor of responsibility for the
quality and accuracy of the services. In no event shall any action by the
Department hereunder constitute or be construed to be a waiver by the
Department of any breach of covenant or default which may then exist on the part
of the Contractor, and the Department's action or inaction when any such breach
or default shall exist shall not impair or prejudice any right or remedy available to
the Department with respect to such breach or default; and no assent, expressed
or implied, to any breach of any one or more covenants, provisions or conditions
of the Agreement shall be deemed or taken to be a waiver of any other breach.
Acceptance by the Department of, or payment for, any services performed under
this Agreement shall not be construed as a waiver of any of the Department's
rights under this Agreement or under the law generally.
16. The Contractor warrants that services performed under this Agreement will be
performed in a manner consistent with the professional standards governing such
services and the provisions of this Agreement. The Contractor shall faithfully
perform the work in accordance with the standards of care, skill, training,
diligence and judgment provided by highly competent individuals and entities that
perform services of a similar nature.
17. This Agreement does not guarantee any work nor does it create an exclusive
agreement for services.
18. Contractor agrees that authorized local, Federal, and State auditors and
representatives shall, during business hours, have access to inspect and copy
records, and shall be allowed to monitor and review through on -site visits, all
activities related to this Agreement, supported with funds under this Agreement,
to ensure compliance with the terms of this Agreement. Contracting parties
agree that monitoring and evaluation of the performance of the Agreement shall
4 Revised 5/2024
be conducted by appropriate funding sources. The results of the monitoring and
evaluation activities shall be provided to the appropriate and interested parties.
19. Contractor assures that it will fully comply with all applicable Federal and State
laws which govern the ability of the County to comply with the relevant funding
requirements.
20. Contractor agrees to obtain a criminal background check and warrants that if any
previous criminal charge filed against Contractor does not appear in the
background check, he/she shall disclose such charges.
21. Contractor shall indemnify, defend and hold harmless Weld County, the Board of
County Commissioners of Weld County, its employees, volunteers and agents
for any damages caused by his/her actions while performing services pursuant
to this Agreement, and shall hold County harmless from any loss occasioned as
a result of the performance of this Agreement.
22. Contractor shall be totally responsible to provide whatever personal liability
and/or other insurances he/she deems necessary to cover his/her personal
liability for any injuries caused by Contractor in the course of providing services
under this Agreement.
23. Contractor agrees that it is an independent Contractor and that Contractor's
officers, agents or employees will not become employees of County, nor entitled
to any employee benefits from County as a result of the execution of this
Agreement. Contractor shall perform its duties hereunder as an independent
Contractor. Contractor shall be solely responsible for its acts and those of its
agents and employees for all acts performed pursuant to this Agreement.
Contractor, its employees and agents are not entitled to unemployment
insurance or workers' compensation benefits through County and County
shall not pay for or otherwise provide such coverage for Contractor or any
of its agents or employees. Unemployment insurance benefits will be
available to Contractor and its employees and agents only if such coverage
is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes
(if applicable) incurred pursuant to this Agreement.
24. Contractor shall not have authorization, express or implied, to bind County to any
agreement, liability or understanding.
25. Contractor agrees that he/she shall not use alcohol, illegal drugs, marijuana,
whether for recreational or medical purposes, or any other drugs which have the
potential of impacting Contractor's ability to supervise the children in his/her care
5 Revised 5/2024
while providing services under this Agreement or within five (5) hours prior to the
provision of said services.
26. Contractor shall protect the confidentiality of all records and other materials to
which he/she has access relating to the foster family and child(ren) to whom the
services are provided, which are maintained in accordance with this Agreement
except for purposes directly connected with the administration of Child Protection.
RESPITE CARE PROVIDER'S RIGHTS AND RESPONSIBILITIES:
1. As used in this Agreement "Respite Care" is defined as those childcare services
required by one or more children who are in the care of a certified foster home,
which services are provided by Contractor in order to give foster parents an
opportunity to address matters which cannot be addressed while caring for the
child(ren) in their care. These services are described in Exhibit A. These services
may also include transporting the child to school and other appointments
previously arranged by the foster parent. Transportation services are provided
at the sole risk, responsibility and liability of Contractor.
2. Contractor may provide up to sixteen (16) hours of Respite Care per child per
month for certified Weld County foster homes seeking respite care, as approved
by the Department.
3. Contractor assures and certifies as follows:
a. He/She is not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation with any
program with a Federal or State department or agency; and
b. He/She has not, within a three-year period preceding this Agreement,
been convicted of or had a civil judgment rendered against him/her for
commission of fraud or criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or Local)
transaction or contract under public transaction; or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property; and
c. He/She is not presently indicted for or otherwise criminally or civilly
charged by a government entity (federal, state or local) with commission
of any of the offenses enumerated in this certification; and
d. He/She has not, within a three-year period preceding this Agreement, had
one or more public transactions (federal, state, or local) terminated for
cause or default.
4. Contractor certifies that, at the time of entering into this Agreement, he/she has
currently in effect all necessary licenses, approvals, insurance, etc., required to
6 Revised 5/2024
properly provide the services covered by this Agreement. These requirements
include the following:
a. Valid driver's license indicating Contractor is at least eighteen (18) years
of age; and
b. Completed background check through the Colorado Bureau of
Investigation (CBI) and the Federal Bureau of Investigation (FBI).
c. Current CPR and First Aid certifications. If either certification expires
during the term of this Agreement, Contractor shall renew the certification
ensuring that there is no lapse in certification. County will pay for
certification through select CPR and First Aid trainers identified by the
County.
d. Contractor shall procure at least the minimum amount of automobile
liability insurance required by the State of Colorado. County provides no
automobile liability coverage for Contractor. Proof of said automobile
liability insurance shall be provided to County prior to the performance of
any services under this Agreement.
e. Copies of all documentation relating to the foregoing requirements shall
be provided to the County by Contractor prior to the performance of any
services covered under this Agreement. County shall determine eligibility
for certification based upon the successful completion of all required
training and receipt of current documentation.
COUNTY'S RIGHTS AND RESPONSIBILITIES:
1. Weld County, the Board of County Commissioners of Weld County, its officers
and employees, shall not be held liable for injuries or damages caused by any
negligent acts or omissions of Contractor while performing duties described in
this Agreement.
2. County shall not indemnify Contractor for any loss incurred by Contractor as a
result of services performed under this Agreement.
3. County shall pay Contractor in accordance with the terms set forth in Exhibit B,
as long as services are rendered satisfactorily and in accordance with the
Agreement.
4. Payment pursuant to this Agreement is subject to, and contingent upon, the
continuing availability of funds made available for the purposes hereof. No portion
of this Agreement shall be deemed to create an obligation on the part of County
to expend funds not otherwise appropriated. The County may terminate this
Agreement at any time if said source of funding is no longer available to County.
7 Revised 5/2024
Agreement.
4 Payment pursuant to this Agreement is subject to, and contingent upon, the
continuing availability of funds made available for the purposes hereof. No portion
of this Agreement shall be deemed to create an obligation on the part of County
to expend funds not otherwise appropriated. The County may terminate this
Agreement at any time if said source of funding is no longer available to County.
1 County may withhold payment under this Agreement if Contractor fails to comply
with any part of the Agreement. In the event County withholds payment,
Contractor may appeal such circumstance in writing to the Weld County Director
of Human Services. The decision of the Weld County Director of Human Services
shall be final.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the
day, month, and year first above written.
COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to the Board Perry L. Buck, Chair
CONTRACTOR:
(PROVIDER)
(ADDRESS)
(CITY, STATE ZIP)
By:
(PROVIDER)
Date:
By:
(PROVIDER)
Date:
8 Revised 5/2024
EXHIBIT A
SCOPE OF SERVICES
1. Contractor will provide up to sixteen (16) hours of Respite care services per
month per child for foster children residing in Weld County certified foster homes.
2. Contractor will, at the time of entering into this Agreement, ensure he/she has
completed all the necessary paperwork and has in effect all necessary licenses,
approvals, insurance, etc., required to provide the Respite care services covered
by this Agreement. Contractor will have:
a. Completed and submitted the Colorado Department of Human Services
Application and signed as "Foster Parent/Home" PRIOR to completing the
PRIDE or NTDC training.
b. Successfully completed 27 hours of NTDC training through the County
prior to the performance of services under this Agreement.
c. Provided a copy of their valid driver's license indicating Contractor is at
least eighteen (18) years of age; and
d. Completed a background check through the Colorado Bureau of
Investigation (CBI) and the Federal Bureau of Investigation (FBI).
e. Provided three (3) reference forms completed by non -relatives.
f. Provided proof of current CPR and First Aid certifications.
g. Completed and signed Confidentiality, Discipline and Mandated Reporter
Policies.
h. Provided proof that Contractor has procured at least the minimum amount
of automobile liability insurance required by the State of Colorado. County
provides no automobile liability coverage for Contractor.
Copies of all documentation relating to the foregoing requirements shall be
provided to the County by Contractor prior to the performance of any services
covered under this Agreement. County shall determine eligibility for certification
based upon the successful completion of all required training and receipt of
current documentation.
Contractor further acknowledges that he/she will remain current with all
documentation or certifications for the term of this Agreement. Should an item
expire or otherwise become invalid, Contractor will submit current documentation
to the County to avoid a lapse in documentation and/or certification.
9 Revised 5/2024
3. Contractor acknowledges that the County shall not compensate Contractor for
said training; including time spent traveling to and from training, time spent in
attendance at the training, or any associated costs paid by Contractor for such
training, unless specifically agreed to in writing in advance by County.
4. Contractor acknowledges that arrangements to provide Respite care services
must be communicated to the child's Caseworker and the Foster Care
Coordinator prior to Respite taking place in order to discuss arrangements and
ensure all the child's needs are met.
5. Contractor will become familiar with and follow all the State and Federal rules and
regulations as applicable to the services provided under this Agreement.
6. Contractor will complete and submit the Respite Care Payment Form each month
by the 2nd of the month following the month of service. The Respite Care Payment
Form will be provided by the Foster Care Coordinator.
10
Revised 5/2024
EXHIBIT B
RATE SCHEDULE
1. Funding and Method of Payment
The County agrees to reimburse the Contractor in consideration of the work and
services performed under this Agreement at the rate specified in Paragraph 2,
below.
Expenses incurred by the Contractor prior to the term of this agreement are not
eligible County expenditures and shall not be reimbursed by the County.
Payment pursuant to this Agreement, whether in whole or in part, is subject to
and contingent upon the continuing availability of said funds for the purposes
hereof. In the event that said funds, or any part thereof, become unavailable as
determined by the County, the County may immediately terminate the Agreement
or amend it accordingly.
Contractor agrees to accept payment by either County warrant or ACH direct
deposit.
2. Fees for Services
Respite care is limited to four (4) hours per week per child. The hours of care
may be provided in any combination throughout a month but may not exceed 16
hours per month. Payment will be $16.75 per each four-hour period but may not
exceed $67.00 per month for 16 hours.
Human Services referrals will not be sent to collections by Contractor for default
of co-pay/fees. Services will be performed regardless of client's refusal or inability
to pay co -pay.
Contractor will collect any applicable sliding scale co -pays and credit Human
Services for any payments received on the monthly billing statements.
3. Submittal of Vouchers
Contractor shall prepare and submit a Respite Care Payment Form each month
to certify that the services authorized were provided on the date(s) indicated and
the charges made were pursuant to the terms and conditions of Exhibit A. The
Respite Care Payment Form will be provided by the Foster Care Coordinator.
11
Revised 5/2024
4. Terms
At all times from the effective date of the Agreement until completion of the
Agreement, Contractor shall comply with the administrative requirements, cost
principles and other requirements set forth in the Financial Management Manual
adopted by the State of Colorado. The required annual audit of all funds
expended under this Agreement must conform to the Single Audit Act of 1984
and OMG Circular A-133.
12
Revised 5/2024
EXHIBIT C
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("BAA") is entered into by and between the County and
the Contractor, referred to as "Business Associate", to set forth the terms and conditions
under which protected health information ("PHI"), as defined by the Health Insurance
Portability and Accountability Act of 1996, Public Law 104-191, Regulations enacted
hereunder (HIPAA) , created or received by Business Associate on behalf of County may be
used or disclosed.
This BAA shall commence on the effective date outlined in Paragraph 3 of the Professional
Services Agreement and the obligations herein shall continue in effect so long as Business
Associate uses, discloses, creates or otherwise possesses or maintains any PHI created, or
received, maintained or transmitted on behalf of County and until all PHI created, received,
maintained or transmitted by Business Associate on behalf of County is destroyed or returned
to County pursuant to Paragraph 16 herein.
1. The following terms, if and when used in this BAA, shall have the same meaning as
those terms in the HIPAA Rules: Breach, Data Aggregation, Disclosure, Health Care
Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected
Health Information, Required by Law, Secretary, Security Incident, Subcontractor,
Unsecured Protected Health Information, and Use.
a. Business Associate. "Business Associate" shall generally have the same
meaning as the term "business associate" at 45 CFR 160.103.
b. Covered Entity. "Covered Entity" shall generally have the same meaning as the
term "covered entity" at 45 CFR 160.103.
c. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach
Notification, and Enforcement rules at 45 CFR Part 160 and Part 164.
2. County and Business Associate hereby agree that Business Associate shall be
permitted to use and/or disclose PHI created, received, maintained or transmitted on
behalf of County in accordance with this BAA. The permitted uses and disclosures, as
may be outlined in a contract or Memorandum of Understanding, must be within the
scope of, and necessary to achieve, the obligations and responsibilities of the
Business Associate in performing on behalf of, or providing services to, County, or as
Required by Law. Business Associate may not use or disclose PHI in a manner that
would violate Subpart E of 45 CFR Part 164 if done by County except for the specific
uses and disclosures set forth herein.
3. Business Associate acknowledges Business Associate is required by law to comply
with the HIPAA Security Rule (45 CFR 164.302 through 164.318), the use and
disclosure provisions of the HIPAA Privacy Rule and the Health Information
13
Revised 5/2024
Technology for Economic and Clinical Health Act (HITECH). To the extent Business
Associate is to carry out one or more of County's obligations under Subpart E of 45
CFR Part 164, Business Associate hereby agrees to comply with the requirements of
Subpart E that apply to County in the performance of such obligations.
4. Business Associate may use and disclose PHI created or received by Business
Associate on behalf of County if necessary for the proper management and administration
of Business Associate or to carry out Business Associate's legal responsibilities,
provided that:
a. Any disclosure is required by law; or
b. Business Associate obtains reasonable assurances from the person to whom
the PHI is disclosed that (i) the PHI will be held confidentially and used or
further disclosed only as required by law or for the purpose for which it was
disclosed to the. person; and (ii) the Business Associate will be notified of any
instances of which the person is aware in which the confidentiality of the
information is breached.
5. Business Associate hereby agrees to maintain the security and privacy of all PHI in a manner
consistent with state and federal laws and regulations, including HIPAA, HITECH, 42
CFR Pt. 2 if applicable, and all other applicable laws.
6. Business Associate shall ensure that any subcontractors that create, receive,
maintain, or transmit PHI on behalf of the Business Associate agree to the same
restrictions, conditions, and requirements that apply to the Business Associate with
respect to such information. Business Associate shall not disclose PHI created or
received by Business Associate on behalf of County to a person, including any agent
or subcontractor of Business Associate but not including a member of Business
Associate's own workforce, until such person agrees in writing to be bound by
provisions not less restrictive than this BAA and applicable state or federal law.
7. Business Associate shall not disclose PHI to any member of its workforce unless
Business Associate has advised such person of Business Associate's privacy and
security obligations under this Agreement, including the consequences for violation of
such obligations. Business Associate shall take appropriate disciplinary action against
any member of its workforce who uses or discloses PHI in violations of this Agreement
and applicable law, in addition to meeting its reporting obligations owed to County
hereunder.
8. Business Associate represents and warrants that it will use and disclose PHI in
accordance with the Privacy Rule's "minimum necessary" standards by taking
reasonable steps to limit uses and disclosures to the minimum amount of PHI required
in accomplishing the intended purpose and consistent with the County's minimum
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necessary policies and procedures. Business Associate agrees to use appropriate
safeguards to prevent use or disclosure of PHI not permitted by this Agreement or
applicable law.
9. Business Associate agrees to maintain a record of its disclosures of PHI, including
disclosures not made for the purposes of this Agreement. Such record shall include the
date of the disclosure, the name and, if known, the address of the recipient of the PHI, the
name of the individual who is the subject of the PHI, a brief description of the PHI
disclosed, and the purpose of the disclosure consistent with enabling County to meet its
accounting of disclosure obligations under the HIPAA Rules. Business Associate shall
make such record available to County within thirty (30) days of a request and shall
include disclosures made on or after the date which is six (6) years prior to the
request.
Business Associate shall not be required to maintain a record of disclosures of PHI
made for the following purposes, unless such disclosures become mandatory for
accounting of disclosure purposes under HIPAA:
a. For the purpose of treatment, payment or health care operations (as those
terms are defined under HIPAA);
b. To an individual who is the subject of the PHI; and
c. Pursuant to an Authorization which is valid under HIPAA.
10. Business Associate agrees to report to County any unauthorized use or disclosure of
PHI by Business Associate or its workforce or subcontractors within ten (10) days and
the remedial/mitigating action taken or proposed to be taken with respect to such use
or disclosure and account for such disclosure.
11. In the event of a or Security Incident involving the County's PHI, Business Associate
shall provide County a report including patient name, contact information,
nature/cause of the breach, PHI breached and the date or period of time during which
the breach occurred. Business Associate understands that such a report must be
provided to County within ten (10) days from the date of the breach or the date the
breach should have been known to have occurred, or as soon as possible upon
discovery (not to exceed 10 days from the date of the breach/breach discovery).
Business Associate is responsible for any actual and direct costs related to notification
of individuals or next of kin (if the individual is deceased) of any successful Security
Incident or Breach reported or caused by Business Associate to County.
12. Business Associates agrees to make its internal practices, books, and records relating
to the use and disclosure of PHI received from County or created or received by
Business Associate on behalf of County, available to the Secretary of the United
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States Department of Health and Human Services, for purposes of determining the
County's and/or Business Associate's compliance with HIPAA.
13. Within ten (10) days of a written request by County, Business Associate shall allow a
person who is the subject of PHI, such person's legal representative, or County to
have access to and to copy such person's PHI maintained by Business Associate.
Business Associate shall provide PHI in the format requested by such person, legal
representative, or County unless it is not readily producible in such format, in which
case it shall be produced in standard hard copy format. Business Associate shall
forward any request for access to PHI by an individual to County promptly upon receipt
thereof.
14. Business Associate agrees to amend, pursuant to a request by County, PHI
maintained and created or received by Business Associate on behalf of County.
Business Associate further agrees to complete such amendment within ten (10) days
of a written request by County, and to make such amendment as directed by County.
Business Associate shall forward any request for amendment by an individual to
County promptly upon receipt thereof.
15. County shall notify Business Associate of any changes in, or revocation of, the
permission by an individual to use or disclose his or her PHI, to the extent that such
changes may affect Business Associate's use or disclosure of PHI.
16. In the event Business Associate fails to perform its obligations under this Agreement,
County may, at its option:
a. Require Business Associate to submit to a plan of compliance, including
monitoring by County and reporting by Business Associate, as County, in its
sole discretion, determines necessary to maintain compliance with this
Agreement and applicable law. Such plan shall be incorporated into this
Agreement by amendment hereto;
b. Require Business Associate to mitigate any loss occasioned by the
unauthorized disclosure or use of PHI; and
c. Immediately discontinuing providing PHI to Business Associate with or without
written notice to Business Associate.
17. County may immediately terminate this and related agreements if County determines
that Business Associate has breached a material term of this Agreement. Alternatively,
County may choose to: (i) provide Business Associate with ten (10) days written notice
of the existence of an alleged material breach and (ii) afford Business Associate an
opportunity to cure said alleged material breach to the satisfaction of County within ten
(10) days of receipt of notice. Business Associate's failure to cure shall be grounds for
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immediate termination of this BAA. County's remedies under this BAA are cumulative
and the exercise of any remedy shall not preclude the exercise of any other.
18.After termination or expiration of the Underlying Agreement for any reason, Business
Associate with respect to PHI received created or maintained from or on behalf
County, shall: (i) retain only that PHI which is necessary for Business Associate to
continue its proper management and administration or to carry out its legal
responsibilities; (ii) destroy (subject to the Underlying Agreement) the remaining PHI
that the Business Associate still maintains in any form; and (iii) not use or disclose the
PHI retained by Business Associate other than for the purposes for which such PHI
was retained and subject to the same conditions set out in this BAA which applied
before termination. If the destruction of the PHI is not feasible, in Business Associate's
discretion, Business Associate shall notify County of the reasons destruction is not
feasible and Business Associate shall continue to for as long as Business Associate
retains the PHI. This section shall survive termination of this BAA.
19. Upon termination of this BAA for any reason, Business Associate, with respect to PHI
received from County, or created, maintained, transmitted, or received by Business
Associate on behalf of County, shall:
a. Retain only that PHI which is necessary for Business Associate to continue its
proper management and administration or to carry out its legal responsibilities.
b. Return to County the remaining PHI that the Business Associate still maintains
in any form or destroy said PHI.
c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR
part 164 with respect to electronic protected health information to prevent use
or disclosure of the PHI, other than as provided for in this Section, for as long
as Business Associate retains the PHI.
d. Not use or disclose the PHI retained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions
which applied prior to termination.
e. Return to County or destroy the PHI retained by Business Associate when it is
no longer needed by Business Associate for its proper management and
administration or to carry out its legal responsibilities. The provisions of this
section shall survive the BAA's termination.
20. The parties agree to amend this Agreement in order to maintain compliance with State
or Federal law. County shall provide ten (10) days prior written notice to Business
Associate of a need to amend the BAA and propose such amendments for Business
Associate's consideration. Upon written agreement between the parties, such
amendment shall be binding upon the parties. Either party may elect to terminate the
BAA and any underlying service agreement(s) if an amendment is not able to be
agreed upon within a reasonable timeframe from an amendment's commencement. All
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duties hereunder to maintain the security and privacy of PHI shall survive such
termination. County and Business Associate may otherwise amend this Agreement by
mutual written consent.
21. To the fullest extent permitted by law, each party (the "Indemnifying Party") shall
indemnify the other party, and its officers, directors, employees and agents
(collectively the "Indemnified Parties"), against any and all claims brought by or directly
resulting from third parties, including reasonable attorneys' fees (the "Third Party
Losses"), to the extent Third Party Losses are proximately caused by a breach of this
BAA by the Indemnifying Party, each by the Indemnifying Party or its employees,
directors, officers, subcontractors, and agents. The Indemnifying Party shall have the
right to control the defense or settlement of such third -party claim, subject to the
reasonable participation of, and approval by, the Indemnified Parties of any such
settlement or defense strategy. The foregoing indemnification shall not apply to the
extent such claims arise out of (i) the Indemnified Party's negligence or willful
misconduct, or (ii) the negligence or willful misconduct of any subcontractor or agent
other than Business Associate under the Indemnified Party's control.
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