HomeMy WebLinkAbout20173128.tiffRESOLUTION
RE: APPROVE MEMORANDUM OF AGREEMENT AND BUSINESS ASSOCIATE
AGREEMENT FOR TITLE X FAMILY PLANNING SERVICES AND AUTHORIZE CHAIR
TO SIGN - SALUD FAMILY HEALTH CENTERS
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 Memorandum of Agreement and
Business Associate Agreement for Title X Family Health Centers 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 Public Health and Environment, and Salud Family Health Centers,
commencing August 1, 2017, and ending July 31, 2018, with further terms and conditions being
as stated in said memorandum of agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreements,
copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Memorandum of Agreement for Title X Family Health Centers 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 Public Health and Environment, and Salud Family
Planning Services, be and hereby are, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreements.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 11th day of September, A.D., 2017, nunc pro tunc August 1, 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLO DO
ATTEST: dadlL4A) ..!,`�tp:(,k,
Weld County Clerk to the Board
BY' •
eputy Clerk to the Board
APPR• .. D AS TO FOR
orney
Date of signature: a / DCoI I7
Ju ie A. Cozad, Chair
Steve Moreno, Pro -T
Sean P. Conway
Cam—
rbara Kirkmeyer
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2017-3128
HL0049
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Memorandum
TO: Julie A. Cozad, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH
Executive Director
Department of Public Health & Environment
DATE: August 29, 2017
SUBJECT: Memorandum of Agreement with Salud
Family Health Centers
For the Board's approval is a Memorandum of Agreement between Salud Family Health Centers,
aka Plan de Salud del Valle, Inc., ("Salud") and the Board of County Commissioners for the County
of Weld, State of Colorado, on behalf of the Weld County Department of Public Health and
Environment ("WCDPHE").
The WCDPHE Family Planning Clinic provides Title X Family Planning Services for Weld County
including contraceptive services, sexually transmitted infection (STI) testing and treatment,
annual physical exams and delayed exams.
The purpose of this Agreement is to improve access to, and availability of, no -cost adolescent
family planning services to Weld County residents living in that part of the County. Under the
terms of this Agreement Salud agrees to provide clinic space to WCDPHE in Salud's Fort Lupton
clinic for our Family Planning Clinic team to operate an afternoon/early evening clinic for
adolescents one day per month. This opportunity is being provided to WCDPHE at no cost and
will begin upon full execution of this Agreement by both parties and end on July 31, 2018, and
may be automatically renewed for one year terms upon mutual agreement of the parties. Either
party may terminate this Agreement with 30 -days prior written notice to the other party, or at
any time upon the mutual agreement of the parties.
This agreement was approved for placement on the Board's agenda via pass -around memo dated
August 24, 2017. I recommend approval of this Memorandum of Agreement with Salud Family
Health Centers.
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2017-3128
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MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (the "Agreement") is entered into by and between Plan
de Salud del Valle, Inc. d/b/a Salud Family Health Centers ("Salud") and the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and
Environment (WCDPHE) (individually, the "Party" and collectively, the "Parties") to set forth
the objectives, understandings and agreements between the Parties.
WHEREAS, Salud is a nonprofit corporation operating as a community health center
that provides, or arranges for the provision of, high quality, cost-effective, community -based
comprehensive primary and preventive health care and related services to the residents of
Southeast Weld County, and in particular, Fort Lupton, and its surrounding communities,
regardless of the individual's or family's ability to pay for such services; and
WHEREAS, WCDPHE is a County Health Department providing public health services
to the citizens of Weld County. The Family Planning Clinic provides Title X Family Planning
Services for Weld County including contraceptive services, Sexually Transmitted Infection
testing and treatment, annual physical exams, and delayed exams.
WHEREAS, As part of these activities, Salud and WCDPHE wish to collaborate to
provide space for WCDPHE Family Planning Clinic to operate a periodic clinic for adolescents at
the Salud Ft. Lupton Health Center.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the Parties hereby agree as follows:
I. Oblieations of WCDPHE
During the term of this Agreement, WCDPIIE will provide:
Contraceptive services — Information about basic female and male anatomy and
physiology; counseling and education about all methods of contraception including
abstinence; dispensing of oral contraceptives or Nuvaring; insertion of LARC's (Long
Acting Reversible Contraceptives) to include IUD's and Nexplanon Implants;
administration of Depo-Provera contraception injection, condom distribution.
STI Services — Testing and treatment of STIs as well as referrals to community agencies
as needed. Testing for Gonorrhea and Chlamydia in women <25 and those at high risk for
STIs.
Annual Exams — Provide annual exams that include obtaining a complete health history,
vital signs, BMI. For women >21 years of age, would include CBE and pelvic exam, Pap
if it is due. This would only be needed if patient isn't able to afford care at Salud.
Delayed Exam — May provide up to 3 months of contraception until an Annual exam can
be scheduled and completed at Salud. Contraception is provided on a sliding scale.
Supplies/Equipment — Provide appropriate supplies for services offered.
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Exam Room Cleaning — Will be responsible to appropriate clean exam room between
and after patient services.
Patients would be encouraged to establish care with a PCP at Salud Clinic for their
medical home.
IL Obligations of Salud
During the term of this Agreement, Salud will provide:
Space: Use of one exam room monthly, at an agreed upon time, for family planning services as
described above. Space will be at no cost to WCDPHE.
III. Assurance of Client and Clinician Choice
WCDPE-IE and Salud are entering into this Agreement for the purpose of improving access to and
availability of adolescent family planning services. To assure client choice and access to care, the
commitments made between WCDPHE and Salud are predicated upon certain principles which
will be observed by each Party during the term of this Agreement:
(a) Client choice will be honored at all times and each client will have the freedom to choose
(and/or request referral to) any provider of health care, subject to any valid restriction(s) imposed
by participation in a managed care plan.
(b) Nothing in this Agreement requires, or is intended to require, or provides payment or
benefit of any kind (directly or indirectly) for, the referral of individuals or business to either
Party by the other Party. Neither Salud nor WCDPHE shall compensate its health and health -
related professionals in a manner that takes into account any referral patterns between the Parties.
IV. Professional Assurances
Salud and WCDPHE represents that, during the term of this Agreement, WCDPHE and its health
professionals providing services hereunder shall: (a) be duly licensed, certified and/or otherwise
qualified to provide the services contemplated hereunder in accordance with all relevant Federal,
Colorado laws and regulations and (b) if applicable, remain eligible to participate in the Medicaid
and, as applicable, Medicare programs.
V. Insurance, Liability. Indemnification
(a) WCDPHE agrees to secure and maintain, or cause to be secured and maintained, in full
force and effect during the term of this Agreement, Worker's Compensation, comprehensive
general liability insurance, and, as applicable, Fidelity Bond coverage for itself and its officers,
directors, employees, contractors, and agents, consistent with prevailing standards. If providing
professional services, WCDPHE shall ensure that its professionals secure and maintain, or cause
to be secured and maintained, in full force and effect during the term of this Agreement, policies
of professional liability (malpractice, errors, and omissions) insurance providing coverage in
amounts agreed upon by the Parties against professional liabilities which may occur as a result of
services provided under this Agreement. If such professional liability insurance is written in a
"claims made", as opposed to an "occurrence" form, WCDPHE agrees to purchase or otherwise
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make arrangements for a "tail" or extended disclosure period policy for all activities so insured
during the course of this Agreement.
(b) WCDPHE shall be solely liable for all services provided by WCDPHE and its
professionals pursuant to this Agreement, and Salud shall not be liable, whether by way of
contribution or otherwise, for any damages incurred by WCDPHE or its staff or arising from any
acts or omissions in connection with the provision of such services. WCDPHE agrees to defend
and hold harmless Salud, its directors, officers, agents, employees and contractors from any and
all claims or losses resulting to Salud and/or any third parties, including attorneys' fees, costs and
expenses, arising out of WCDPHE's (i) performance, failure to perform or negligent performance
of any of its obligations under this Agreement; or (ii) violation of any term or condition of this
Agreement. The provisions of this Section V shall survive termination of this Agreement.
(c) Salud agrees to secure and maintain, or cause to be secured and maintained, with respect
to Salud and its employees Worker's Compensation and comprehensive general liability insurance
coverage and/or self-insurance, consistent with prevailing standards. In lieu of professional
liability insurance, Salud and its employed and certain individually contracted health care
practitioners have Federal Tort Claims Act ("FTCA") coverage for professional liability actions,
claims, or proceedings arising out of acts or omissions committed while providing healthcare
services within Salud's scope of project to Salud's patients served at Salud's sites and other
approved locations.
(d) Salud agrees to defend and hold harmless WCDPHE, its directors, officers, agents,
employees and contractors from any and all claims or losses resulting to WCDPHE and/or any
third parties, including attorneys' fees, costs and expenses, arising out of Salud's (i) performance,
failure to perform or negligent performance of any of its obligations under this Agreement; or (ii)
violation of any term or condition of this Agreement.
VI. Term and Termination
The term of this Agreement shall commence on August 1, 2017, and continue through July 31,
2018, unless sooner terminated as follows: (a) either Party may terminate this Agreement without
cause upon thirty (30) days' prior written notice to the other Party; (b) this Agreement may be
terminated immediately upon a material breach of terms by either Party; or (c) this Agreement
may be terminated, in whole or in part, at any time upon the mutual agreement of the Parties.
This agreement may be automatically renewed for 1 year terms upon mutual agreement of the
Parties.
VII. Privacy and Confidentiality of Patient Information
The Parties agree to comply with the Health Insurance Portability and Accountability Act of 1996
("HIPAA"), the privacy standards adopted by the U.S. Department of Health and Human Services
("HHS"), as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A
and E (the "Privacy Rule"), the security standards adopted by MIS as they may be amended from
time to time, 45 C.F.R. parts 160, 162 and 164, subpart c (the "Security Rule"); the enforcement
standards adopted by HHS, as they may be amended from time to time, 45 C.F.R. Part
160, subparts C, D, and E (the "Enforcement Rule"); the breach notification standards
adopted by HHS, as they may be amended from time to time, 45 C.F.R. Part 164, subpart
D (the "Breach Notification Rule"); and the Privacy provisions (Subtitle D) of the Health
Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 1 11-
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5, and its implementing regulations (the "HITECH Act"), due to their status as a "Covered
Entity" or a "Business Associate" under the Act. (The Act, the Privacy Rule, the Security Rule,
the Enforcement Rule, the Breach Notification Rule, and the HITECH Act are collectively
referred to as "HIPAA" for the purposes of this Agreement. The Parties also agree to comply
with any Colorado law governing the privacy and confidentiality of Protected Health Information
(as such term is defined by IIIPAA), and each Party shall: (i) not use or disclose Protected Health
Information other than as permitted or required by this Agreement for the proper performance of
its duties and responsibilities hereunder; (ii) use appropriate safeguards to prevent use or
disclosure of Protected Health Information other than as provided for under this Agreement; and
(iii) notify the other immediately in the event the Party becomes aware of any use or disclosure of
Protected Health Information which violates the terms and conditions of this Agreement or
applicable Federal and Colorado laws. The provisions of this Section VIII shall survive
expiration or termination of this Agreement.
VIII. Notices
Any and all notices, designations, consents, offers, acceptances or other communication required
to be given under this Agreement shall be in writing, and delivered in person or sent by registered
or certified mail, return receipt requested, postage prepaid, to the following addresses:
If addressed to WCDPHE:
Tanya Geiser, Director, Admin Services
1555 North 17`h Avenue
Greeley, CO 8063 I
Contact for Operational Matters:
WCDPHE:
Mark Wallace, MD, Executive Director
If addressed to Salud:
Kandi Buckland, COO
203 South Rollie Avenue
Ft. Lupton, CO 80621
Contact for Operational Matters:
Salud Health Care:
Rachel Foster, VP
The foregoing addresses may be changed and/or additional persons may be added thereto by
notifying the other Party hereto in writing and in the manner hereinafter set forth. All notices
shall be effective upon receipt.
IX. Relationship of the Parties
Salud and WCDPHE shall remain separate and independent entities. None of the provisions of
this Agreement are intended to create, nor shall be deemed or construed to create, any
relationship between or among the Parties other than that of independent contractors. Except as
otherwise provided, neither of the Parties shall be construed to be the agent, partner, co -venturer,
employee or representative of the other Party.
X. Entire Agreement; Modification
This Agreement represents the complete understanding of the Parties with respect to the subject
matter herein and, as such, supersedes any and all prior agreements or understandings between
the Parties, whether oral or written, relating to such subject matter. This Agreement may be
amended only with express written consent of both Parties.
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IN WITNESS WHEREOF, Salud and WCDPHE, through their duly authorized
employees or agents, have caused this Agreement to be executed and delivered effective as of
August 1, 2017.
Salud
BY: Kandi Buckland
WCDPHE
B : Chair, Weld County Boa d o i County
Chief Operations Off Commission� rss�,� r�//►►��_� _�
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Deputy Clerk to the Board
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (this "Agreement") by and between Salud Family Health
Centers ("Covered Entity") and Weld County Health Department ("Business Associate"), is
entered into on August 21, 2017 ("Effective Date"), for the purposes of complying with the
Health Insurance Portability and Accountability Act of 1996 and regulations promulgated
thereunder ("HIPAA") and the security provisions of the American Recovery and Reinvestment
Act of 2009, also known as the Health Information Technology for Economic and Clinical
Health Act (the "HITECH Act").
WITNESSETH
WHEREAS, Covered Entity is a covered entity as such term is defined under HIPAA and
as such is required to comply with the requirements thereof regarding the confidentiality and
privacy of Protected Health Information; and
WHEREAS, Business Associate has entered or may enter into an agreement or
agreements with Covered Entity ("Service Agreement"), pursuant to which Business Associate
may create and/or receive Protected Health Information for or on behalf of Covered Entity; and
WHEREAS, by providing services pursuant to the Service Agreement and creating
and/or receiving Protected Health Information for or on behalf of Covered Entity, Business
Associate shall become a business associate of Covered Entity, as such term is defined under
HIPAA, and will therefore have obligations regarding the confidentiality and privacy of
Protected Health Information that Business Associate creates for, or receives from or on behalf
of, Covered Entity.
NOW THEREFORE, in consideration of the mutual covenants, promises, and
agreements contained herein, the parties hereto agree as follows:
DEFINITIONS. For the purposes of this Agreement, capitalized terms shall have
the meanings ascribed to them below. All capitalized terms used but not otherwise
defined herein will have the meaning ascribed to them by HIPAA.
a. "Protected Health Information" or "PHI" is any information, whether oral or
recorded in any form or medium that is created, received, maintained, or
transmitted by Business Associate for or on behalf of Covered Entity, that
identifies an individual or might reasonably be used to identify an individual and
relates to: (i) the individual's past, present or future physical or mental health; (ii)
the provision of health care to the individual; or (iii) the past, present or future
payment for health care.
b. "Secretary" shall refer to the Secretary of the U.S. Department of Health and
Human Services.
c. "Unsecured PHI" shall mean PHI that is not rendered unusable, unreadable, or
indecipherable to unauthorized individuals through the use of a technology or
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methodology specified by the Secretary (e.g., encryption). This definition applies
to both hard copy PHI and electronic PHI.
II. OBLIGATIONS OF BUSINESS ASSOCIATE.
a. Use and Disclosure of PHI.
i. Business Associate warrants that it, its agents and its subcontractors: (a)
shall use or disclose PHI only in connection with fulfilling its duties and
obligations under this Agreement and the Service Agreement; (b) shall not
use or disclose PHI other than as permitted or required by this Agreement
or required by law; (c) shall not use or disclose PHI in any manner that
violates applicable federal and state laws or would violate such laws if
used or disclosed in such manner by Covered Entity; and (d) shall only use
and disclose the minimum necessary PHI for its specific purposes.
ii. Subject to the restrictions set forth throughout this Agreement, Business
Associate may use the information received from Covered Entity if
necessary for (a) the proper management and administration of Business
Associate; or (b) to carry out the legal responsibilities of Business
Associate.
iii. Subject to the restrictions set forth in throughout this Agreement, Business
Associate may disclose PHI for the proper management and
administration of Business Associate, provided that:
1. Disclosures are required by law, or
2. Business Associate obtains reasonable assurances from the person
or entity 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 or
entity, and the person or entity notifies the Business Associate of
any instances of which it is aware in which the confidentiality of
the information has been breached.
iv. Business Associate is permitted, for Data Aggregation purposes to the
extent permitted under HIPAA, to use, disclose, and combine PHI created
or received on behalf of Covered Entity by Business Associate pursuant to
this Agreement with PHI, as defined by 45 C.F.R. 160.103, received by
Business Associate in its capacity as a business associate of other covered
entities, to permit data analyses that relate to the Health Care Operations
of the respective covered entities and/or Covered Entity.
v. Business Associate may de -identify any and all PHI created or received by
Business Associate under this Agreement. Once PHI has been de -
identified pursuant to 45 CFR 164.514(b), such information is no longer
Protected Health Information and no longer subject to this Agreement.
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vi. Business Associate acknowledges that, as between Business Associate and
Covered Entity, all PHI shall be and remain the sole property of Covered
Entity, including any and all forms thereof developed by Business
Associate in the course of its fulfillment of its obligations pursuant to the
Agreement and Service Agreement.
vii. To the extent that Business Associate is to carry out any of Covered
Entity's obligations that are regulated by HIPAA, Business Associate shall
comply with the HIPAA requirements that apply to the Covered Entity in
the performance of such obligation.
b. Safeguards. Business Associate shall employ appropriate administrative,
technical and physical safeguards, consistent with the size and complexity of
Business Associate's operations, to protect the confidentiality of PHI and to
prevent the use or disclosure of PHI in any manner inconsistent with the terms of
this Agreement. Business Associate shall comply, where applicable, with Subpart
C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure
of such electronic PHI other than as provided for by this Agreement.
c. Availability of Books and Records. Business Associate shall permit the Secretary
and other regulatory and accreditation authorities to audit Business Associate's
internal practices, books and records at reasonable times as they pertain to the use
and disclosure of PHI in order to ensure that Covered Entity and/or Business
Associate is in compliance with the requirements of HIPAA.
d. Individuals' Rights to Their PHI.
i. To the extent Business Associate maintains PHI in a Designated Record
Set, in order to allow Covered Entity to respond to a request by an
Individual for access to PHI pursuant to 45 CFR Section 164.524,
Business Associate, within ten (10) business days upon receipt of written
request by Covered Entity, shall make available to Covered Entity such
PHI.
1. In the event that any Individual requests access to PHI directly
from Business Associate, Business Associate shall forward such
request to Covered Entity within five (5) business days.
2. Covered Entity will be responsible for making all determinations
regarding the grant or denial of an Individual's request for PHI and
Business Associate will make no such determinations. Except as
Required by Law, only Covered Entity will be responsible for
releasing PHI to an Individual pursuant to such a request. Any
denial of access to PHI determined by Covered Entity pursuant to
45 CFR Section 164.524, and conveyed to Business Associate by
Covered Entity, shall be the responsibility of Covered Entity,
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including resolution or reporting of all appeals and/or complaints
arising from denials.
ii. To the extent Business Associate maintains PHI in a Designated Record
Set, in order to allow Covered Entity to respond to a request by an
Individual for an amendment to PHI, Business Associate shall, within ten
(10) business days upon receipt of a written request by Covered Entity,
make available to Covered Entity such PHI.
1. In the event that any Individual requests amendment of PHI
directly from Business Associate, Business Associate shall forward
such request to Covered Entity within five (5) business days.
2. Covered Entity will be responsible for making all determinations
regarding the grant or denial of an Individual's request for an
amendment to PHI and Business Associate will make no such
determinations. Any denial of amendment to PHI determined by
Covered Entity pursuant to 45 CFR Section 164.526, and conveyed
to Business Associate by Covered Entity, shall be the
responsibility of Covered Entity, including resolution or reporting
of all appeals and/or complaints arising from denials.
3. Within ten (10) business days of receipt of a request from Covered
Entity to amend an individual's PHI in the Designated Record Set,
Business Associate shall incorporate any approved amendments,
statements of disagreement, and/or rebuttals into its Designated
Record Set as required by 45 CFR Section 164.526.
iii. In order to allow Covered Entity to respond to a request by an Individual
for an accounting pursuant to 45 CFR Section 164.528, Business
Associate shall, within ten (10) business days of a written request by
Covered Entity for an accounting of disclosures of PHI about an
Individual, make available to Covered Entity such PHI. At a minimum,
Business Associate shall provide Covered Entity with the following
information: (i) the date of the disclosure; (ii) the name of the entity or
person who received the PHI, and if known, the address of such entity or
person; (iii) a brief description of the PHI disclosed; and (iv) a brief
statement of the purpose of such disclosure.
1. In the event that any Individual requests an accounting of
disclosures of PHI directly from Business Associate, Business
Associate shall forward such request to Covered Entity within five
(5) business days.
2. Covered Entity will be responsible for preparing and delivering an
accounting to Individual.
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3. Business Associate shall implement an appropriate record keeping
process to enable it to comply with the requirements of this
Agreement.
e. Disclosure to Third Parties. Business Associate shall obtain and maintain a
written agreement with each subcontractor or agent that has or will have access to
PHI, which is received from, or created or received by, Business Associate for or
on behalf of Covered Entity, pursuant to which agreement such subcontractor and
agent agrees to be bound by the same restrictions, terms, and conditions that apply
to Business Associate pursuant to the Agreement with respect to such PHI.
f. Reporting Obligations.
i. In the event of a Breach of any Unsecured PHI that Business Associate
accesses, maintains, retains, modifies, records, or otherwise holds or uses
on behalf of Covered Entity, Business Associate shall report such Breach
to Covered Entity as soon as practicable, but in no event later than ten (10)
business days after the date the Breach is discovered. Notice of a Breach
shall include, to the extent such information is available: (i) the
identification of each individual whose PHI has been, or is reasonably
believed to have been, accessed, acquired, or disclosed during the Breach;
(ii) the date of the Breach, if known, and the date of discovery of the
Breach; (iii) the scope of the Breach; and (iv) the Business Associate's
response to the Breach.
ii. In the event of a use or disclosure of PHI that is improper under this
Agreement but does not constitute a Breach, Business Associate shall
report such use or disclosure to Covered Entity within ten (10) business
days after the date on which Business Associate becomes aware of such
use or disclosure.
iii. In the event of any successful Security Incident, Business Associate shall
report such Security Incident in writing to Covered Entity within ten (10)
business days of the date on which Business Associate becomes aware of
such Security Incident. The parties acknowledge that unsuccessful
Security Incidents (e.g., pings) occur within the normal course of business
and shall not be reported pursuant to this Agreement.
III. OBLIGATIONS OF COVERED ENTITY.
a. Permissible Requests.
i. Covered Entity shall not request Business Associate to use or disclose PHI
in any manner that would violate applicable federal and state laws if such
use or disclosure were made by Covered Entity.
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ii. Covered Entity may request Business Associate to disclose PHI directly to
another party only for the purposes allowed by HIPAA and the HITECH
Act.
b. Notifications.
i. Covered Entity shall notify Business Associate of any limitation in any
applicable notice of privacy practices in accordance with 45 CFR
Section 164.520, to the extent that such limitation may affect Business
Associate's use or disclosure of PHI.
ii. Covered Entity shall notify Business Associate of any changes in, or
revocation of, permission by individual to use or disclose PHI, to the
extent that such changes may affect Business Associate's use or disclosure
of PHI.
iii. Covered Entity shall notify Business Associate of any restriction to the use
or disclosure of PHI that Covered Entity has agreed to in accordance with
45 CFR Section 164.522, to the extent that such restriction may affect
Business Associate's use or disclosure of PHI.
IV. TERM AND TERMINATION.
a. General Term and Termination. This Agreement shall become effective on the
Effective Date set forth above and shall terminate upon the termination or
expiration of the Service Agreement and when all PHI provided by either party to
the other, or created or received by Business Associate on behalf of Covered
Entity is, in accordance with this Section, destroyed, returned to Covered Entity,
or protections are extended.
b. Material Breach. Where either party has knowledge of a material breach by the
other party, the non -breaching party shall provide the breaching party with an
opportunity to cure. Where said breach is not cured to the reasonable satisfaction
of the non -breaching party within twenty (20) business days of the breaching
party's receipt of notice from the non -breaching party of said breach, the non -
breaching party shall, if feasible, terminate this Agreement and the portion(s) of
the Service Agreement affected by the breach. Where either party has knowledge
of a material breach by the other party and cure is not possible, the non -breaching
party shall, if feasible, terminate this Agreement and the portion(s) of the Service
Agreement affected by the Breach.
c. Return or Destruction of PHI. Upon termination of this Agreement for any
reason, Business Associate shall:
i. If feasible as determined by Business Associate, return or destroy all PHI
received from, or created or received by Business Associate for or on
behalf of Covered Entity that Business Associate or any of its
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subcontractors and agents still maintain in any form, and Business
Associate shall retain no copies of such information; or
ii. If Business Associate determines that such return or destruction is not
feasible, extend the protections of this Agreement to such information and
limit further uses and disclosures to those purposes that make the return or
destruction of the PHI infeasible, in which case Business Associate's
obligations under this Section shall survive the termination of this
Agreement.
V. MISCELLANEOUS.
a. Amendment. If any of the regulations promulgated under HIPAA or the HITECH
Act are amended or interpreted in a manner that renders this Agreement
inconsistent therewith, the parties shall amend this Agreement to the extent
necessary to comply with such amendments or interpretations.
b. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the
parties to comply with HIPAA and the HITECH Act.
c. Conflicting Terms. In the event that any terms of this Agreement conflict with
any terms of the Service Agreement, the terms of this Agreement shall govern and
control.
d. Notices. Any notices pertaining to this Agreement shall be given in writing and
shall be deemed duly given when personally delivered to a Party or a Party's
authorized representative or sent by means of a reputable overnight carrier, or sent
by means of certified mail, return receipt requested, postage prepaid. Notices
shall be deemed given upon receipt.
e. Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement shall be held or declared to be illegal, invalid or
unenforceable, the remainder of this Agreement shall continue in full force and
effect as though such illegal, invalid or unenforceable provision had not been
contained herein.
LEFT INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS
7
FIRM 20363897v1
120703142 v
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement
on behalf of the party and on the date set forth below.
COVERED ENTITY:
Salud Family Health Centers
' BUSINESS ASSOCIATE:
Weld County Health Department
B //?
By. /
Print �m e:/
�14net i G(d,e_h??,To(
I Print Name: Julie A. Cozad
Title: n
eUo
' Title: Chair, Weld County Board of County
Commissioners
Date: ---,Di-/7
Date: 9/11/2017
FIRM:20363897v1
120703142 vl
Ot7-31a8 Ca)
Fit -0O99
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