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HomeMy WebLinkAboutAgreement A-17-304 with PHFE.pdfPublic HftolihFoundo'ionEnterprise<> WORK ORDER AGREEMENT This Work Order Agreement (this "Agreement")is hereby made by and between Public Health Foundation Enterprises,Inc.,a 501(c)(3)California nonprofit corporation (hereafter "PHFE".or "Client1'),and the County of Fresno identified below thereafter "Local Health Department")and sets forth the terms and conditions between Client and Local Health Department,for agreed services,as required by the Client,and as stated in this Agreement.This Agreement does not designate Local Health Department as the agent or legal representative of PHFE for any purpose whatsoever.(PHFE and Local Health Department shall be referred to herein individually as a "party”and collectively as the "parties”). I.IDENTIFIED PARTIES CLIENT Public Health Foundation Enterprises,Inc. 13300 Crossroads Parkway North,Suite 450 City of Industry,CA 91746 www.phfe.org Attention:Rochelle McLaurin,Asst.Director Contracts and Grants ELCZikaLHD@phfe.org Grant#:6NU50CK 000410-03-06 CFDA #:93.323 Program #0187.0390 LOCAL HEALTH DEPARTMENT County of Fresno Department of Public Health 1221 Fulton Mall Fresno,CA 93721 Attention:Joe Prado,Division Manager 559.600.3007 JPrado@co.fresno.ca.us II.TERM.Unless otherwise terminated or extended by written notice,the term of this Agreement shall commence on 3/1/2017 and term on 7/31/2018. III.SERVICES AND COMPENSATION.Local Health Department shall perform the services (the "Services")described below and as described in Attachment A,Statement of Work (“SOW")attached hereto and incorporated herein by this reference.The Services will take place at the location as referenced in Section 1.Identified Parties for Local Health Department and at such other location as may be set forth in the SOW: (a )Services.Local Health Department shall perform all services as stated in the SOW.Local Health Department shall perform the Services in accordance with generally accepted professional standards and in an expeditious and economical manner consistent with sound professional practices.Local Health Department maintains and shall maintain at all times during the term of this Agreement all applicable federal,state and local business and other licenses,including any professional licenses or certificates,industrial permits and/or licenses,industry specific licenses,licenses required by the state(s)and/or locality(s)in which it does business,fictitious business names,federal tax identification numbers,insurance,and anything else required of Local Health Department as a business operator or to perform the Services. (b )Payment.PHFE agrees to compensate the Local Health Department on a Cost-Reimbursable Contract.See Attachment A "Budget"for line item budget detail.Local Health Department shall be compensated only for Services actually performed and required as set forth herein and any services in excess will not be compensated.The total compensation payable to the Local Health Department hereunder shall be as set forth below: A total to not exceed $163,675.55 If for any reason Local Health Department receives an overpayment of amount described above,Local Health Department shall promptly notify PHFE or such and repay said amount to PHFE within 10 days of demand for such repayment. (c)Invoice.Invoices shall be submitted.See Attachment C for “Required Invoice Template":Monthly,No Later than 30 Days after month end Payment for all undisputed amounts of submitted invoices shall be paid no later than 30 days after PHFE's receipt of the invoice and required back up documentation.Local Health Department shall submit invoices to the attention of the contact person identified by PHFE.All final invoices must be received within 30 days of the expiration or termination of this Agreement or within such earlier time period as PHFE may require.If any invoices are not submitted within such time periods,Local Health Department waives all rights to payment under such invoices.Local Health Department shall be solely responsible for the payment of all federal,state and local income taxes,social security taxes,federal and state unemployment insurance and similar taxes and all other assessments,taxes,contributions or sums payable with respect to Local Health Department or its employees as a result of or in connection with the Services performed by Local Health Department hereunder. (d )Budget Modifications. The budget may be modified •Informal Budget Modification:Two (2)times throughout the term of this agreement.The informal budget modification must be a change of <10%.The request must be in writing to ELCZikaLHD@ ohfe.org. •Formal Budget Modification:Two (2)times throughout the term of this agreement.The formal budget modification must be a change of 10%or greater.The request must be in writing on agency letterhead to ELCZikaLHD@Dhfe.org. IV.INSURANCE.Local Health Department,at its sole cost and expense,shall at all times during the term of this Agreement maintain the insurance coverage set forth on Attachment B,attached hereto and incorporated herein by this reference,on the terms and conditions described therein.Evidence of such insurance coverage shall be provided to PHFE by Local Health Department prior to commencing performance of the Services under this Agreement in the form of a Certificate of Insurance or Certificate of Self-Insurance. 1 |Work Order Agreement —FreStlO 0187.0390 I’ub ^c:HCKJIUIfoundationEnterprise* penalties,losses,damages,settlements,liabilities,and any and all amounts paid in investigation or defense incurred by any of the Local Health Department Indemnified Parties arising out of or resulting from:(i)Local Health Department’s (or its agents’,subcontractors’or employees')performance of the Services;(ii) Local Health Department’s (or its agents’,subcontractors’or employees’)default, non-performance or breach of this Agreement,including any representations, warranties,or certifications;(iii)Local Health Department’s (or its agents’, subcontractors’or employees')violation of any federal,state or local law or regulation. If any lawsuit,enforcement or other action is filed against any of the Local Health Department Indemnified Parties Local Health Department for which the Local Health Department Indemnified Parties are entitled to indemnification pursuant to this Agreement,Local Health Department and such other Local Health Department Indemnified Parties may elect to have Local Health Department, Local Health Department’s sole expense,take control of the defense and investigation of such lawsuit or action using attorneys,investigators and others reasonably satisfactory to Local Health Department.The parties shall cooperate in all reasonable respects with the investigation,trial,and defense of any such lawsuit or action and any appeal arising from it.The terms of this section shall survive the termination of this Agreement. 12.RECORD RETENTION AND ACCESS TO RECORDS.Local Health Department agrees to retain all books,documents,papers,files,accounts,fiscal data,records, and reports relating to this Agreement or the Services,including,but not limited to, evidence pertaining costs and expenses,payment information,accounts of services provided and any other information or documentation related to Local Health Department's performance under this Agreement.Local Health Department shall retain all such records for a period of not less than seven (7)years after final payment is made under this Agreement and all pending matters are closed or longer if required by (i)PHFE’s record retention policy,(ii)the Program,or (iii)any other applicable laws or regulations,including under the Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards issued by the federal Office of Management Budget codified at 2 CFR Part 200 (“Uniform Guidance”)and Federal Acquisition Regulation (FAR)System regulations at 48 CFR 4.700 et seq.Notwithstanding the foregoing,in the event any litigation,claim,negotiation,audit or other action is commenced prior to the expiration of the aforementioned retention period,all records related to such litigation,claim,negotiation,audit or other action shall be retained until full completion and resolution of the litigation,claim,negotiation,audit or other action. Local Health Department agrees that PHFE,the Program,the U.S.Comptroller General and their respective authorized representatives or designees shall have the right,upon demand,to access,examine,copy,audit or inspect any and all of the records described in this section,including on-site audits,reviews and copying of records.The terms of this section shall survive expiration or termination of the Agreement. 13.AMENDMENTS.Amendments to this Agreement shall be in writing,signed by the party to be obligated by such amendment and attached to this Agreement. 14.GOVERNING LAW;VENUE.This Agreement shall be interpreted,construed and governed by,in accordance with and consistent with the laws of the State of California without giving effect to its conflicts of laws principals.The sole,exclusive and proper venue for any proceedings brought to interpret or enforce this Agreement or to obtain a declaration of the rights of the parties hereunder shall be Los Angeles County,California.Each of the parties hereto submits to the exclusive personal jurisdiction of the courts located in Los Angeles County, California and waives any defense of forum non conveniens. 15.EQUITABLE RELIEF.In light of the irreparable harm to PHFE that a breach by Local Health Department of Sections 9 and 10 of these Terms and Conditions would cause,in addition to other remedies set forth in this Agreement and other relief for violations of this Agreement,PHFE shall be entitled to enjoin Local Health Department from any breach or threatened breach of such Sections,to the extent permitted by law and without bond. 16.NO WAIVER.No failure or delay by any party in exercising a right,power or remedy under the Agreement shall operate as a waiver of any such right or other right,power or remedy.No waiver of,or acquiescence in,any breach or default of any one or more of the terms,provisions or conditions contained in this Agreement shall be deemed to imply or constitute a waiver of any other or succeeding or repeated breach or default hereunder.The consent or approval by any party hereto to or of any act of the other party hereto requiring further consent or approval shall not be deemed to waive or render unnecessary any consent or approval to or of any subsequent similar acts. 17.NOTICES.Any notice given in connection with this agreement shall be in writing and shall be delivered either by hand to the party or by certified mail,return receipt requested,to the party at the party’s address stated in Section 1:Identified Parties. Any party may change its address stated herein by giving notice of the change in accordance with this paragraph. 18.REMEDIES NON-EXCLUSIVE.Except where otherwise expressly set forth herein,all remedies provided by this Agreement shall be deemed to be cumulative and additional and not in lieu of or exclusive of each other or of any other remedy available to the respective parties at law or in equity. 19.SEVERABILITY.If any term,provision,condition or other portion of this Agreement is determined to be invalid,void or unenforceable by a forum of competent jurisdiction,the same shall not affect any other term,provision, condition or other portion hereof,and the remainder of this Agreement shall remain in full force and effect,as if such invalid,void or unenforceable term,provision, condition or other portion of this Agreement did not appear herein. 20.NON-ASSIGNABILITY.This agreement shall not be assigned,in whole or in part, by Local Health Department without the prior written approval and consent of PHFE. 21.COUNTERPARTS.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.Any signed counterpart delivered by electronic mail or facsimile shall be deemed for all purposes to constitute such party’s good and valid execution and delivery of this Agreement. 22.FEDERAL TERMS AND CONDITIONS. a.Equal Employment Opportunity.Except as otherwise provided under 41 CFR Part 60,to the extent this Agreement meets the definition of a "federally assisted construction contract"as set forth in 41 CFR Part 60-1.3,Local Health Department agrees at all times during the term of this Agreement to comply with and abide by the following:(i)the equal opportunity clause (“Equal Opportunity Clause")in 41 CFR 60-1.4(b)in accordance with Executive Order 11246,as amended by Executive Order 11375 and that the Equal Opportunity Clause is a part of this Agreement and incorporated herein by this reference; and (ii)the regulations implementing the Equal Opportunity Clause at 41 CFR Part 60 and that such implementing regulations are a part of this Agreement and incorporated herein by this reference. b.Davis-Bacon Act and Copeland “Anti-Kickback"Act.To the extent this Agreement is for construction services (new construction or repair),Local Health Department agrees at all times during the term of this Agreement to comply with and abide by:(i)the terms of the Davis-Bacon Act,codified at 40 U.S.C.3141 et seq.,as supplemented by regulations at 29 CFR Part 5,and that such terms and regulations are a part of this Agreement and incorporated herein by this reference;and (ii)the terms of the Copeland “Anti-Kick Back" Act,codified at 40 U.S.C.§3145 et seq.,as supplemented by 29 CFR 3,and that such terms and regulations are a part of this Agreement and incorporated herein by this reference c.Contract Work Hours and Safety Standards Act.To the extent this Agreement is in excess of $100,000 and involves the employment of mechanics or laborers,Local Health Department agrees at all times during the term of this Agreement to comply with and abide by the terms of the Contract Work Hours and Safety Standards Act,codified at 40 U.S.C.3701 et seq.,as supplemented by regulations at 29 CFR Part 5,and that such terms and regulations are a part of this Agreement and incorporated herein by this reference. d.Clean Air Act and Federal Water Pollution Control Act.To the extent this Agreement is in excess of $150,000,Local Health Department agrees at all times during the term of this Agreement to comply with and abide by the standards,orders or regulations issued pursuant to the Clean Air Act ,codified at 42 U.S.C.7401 et seq.and the Federal Water Pollution Control Act codified at 33 U.S.C.1251 et seq.Local Health Department further agrees to report any violations of the foregoing to PHFE and the Regional Office of the Environmental Protection Agency. e.Debarment and Suspension Certification.Local Health Department certifies that neither Local Health Department nor any of Local Health Department’s agents,subLocal Health Departments or employees who may perform services under this Agreement are debarred,suspended or excluded from participation in any federal assistance programs in accordance with Executive Orders 12549 and 12689 and its implementing guidelines.Local Health Department agrees to immediately notify PHFE if Local Health Department or any of Local Health Department’s agents,subLocal Health Departments or employees who may perform services under this Agreement become debarred,suspended or excluded from participation in federal assistance programs or federal contract transactions. f.Byrd Anti-Lobbvinq Amendment Certification.To the extent this Agreement is in excess of $100,000,Local Health Department certifies that neither Local Health Department nor any of Local Health Department's agents,subLocal 3 |Work Order Agreement —Fresno 0187.0390 Public MoulJhfoundationEnterprises Health Departments or employees who may perform services under this Agreement have not used and will not use any Federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352.Local Health Department agrees to immediately notify PHFE if Local Health Department or any of Local Health Department’s agents,subLocal Health Departments or employees who may perform services under this Agreement influence or attempt to influence any officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C.1352. 4 |Work Order Agreement —FfCSllO 0187.0390 Public HealthfoundationEnterprises A W>*x : ATTACHMENT A Statement of Work (SOW)and Budget Name of Activity Category of Activity Piiority of New or Enhanced Activity (lit high.Sis low priority)Expected Outcomes Outputs or Deliverables Estimated Start Date Estimated Completion Date Conduct Zika Registry Activities Surveillance 1.00 Maintain Surveillance of Zika Cases and ensure communication to local providers and Mosquito Abatement Districts (MAD) Communication of each Zika case to MAD Ongoing Ongoing Develop a Mosquito Abatement spreadsheet to communicate more efficiently Zika cases to MAD Surveillance 1.00 Improve communication with MADs on Zika cases.Live Spreadsheet provided to MAD with appropriate security measures Current Wednesday,May 31,2017 Epidemiology Evaluation of Zika data Epidemiology 2.00 Analyze location of cases and coordinate with local MAD any data elements to assist them with prioritization of interventions or level of intervention. While maintaining minimum necessary rule for confidentiality in data sharing. Assist local MAD in assessing level of intervention to apply at a particular residence or area. Tuesday,May 02,2017 Ongoing Develop Pregnant Female materials for Zika education Jucation/Outreai 2.00 Increase outreach services through the Department's Maternal,Child,and Adolescent Health program. Television,radio,digital platform,& community outreach event(s)as allowed under budget constraints.Tuesday,May 02,2017 Wednesday,August 30,2017 General Zika Outreach Services jucation /Outreai 2.00 Increase outreach services in coordination with MAD for general Zika knowledge and prevention Television,radio,digital platform,& community outreach event(s)as allowed under budget constraints . Sunday,April 01,2018 Saturday,June 30,2018 Other Costs OC -Printing (Pregnant Female Population)$5,000.00 OC -Printing (General Public)$5,000.00 OC -Media Costs -Pregnant Female Population $28,000.00 OC -Media Costs -General Public Knowledge $25,000.00 OC -Fresno County Indirect (15%of total costs)S 21,348.98 Total Other Costs S 84,348.98 Fresno County Personnel Fresno County Personnel Comminicable Disease Specialist-PT $34 ,806.33 Communicable Disease Specialist FT s 28,718.47 Epidemiologist s 15,801.77 Personnel s 79,326.57 Total Budget $ $163,675.55 5 |Work Order Agreement —Fl'CSnO 0187.0390 Public HealthFoundationEnterprises A V,‘ ATTACHMENT B Insurance Coverage Requirements Local Health Department (and any subLocal Health Department Local Health Department may use if permitted under the Agreement)shall,at its own expense,obtain and maintain the following self-insurance coverage during all periods while providing services under the Agreement: General Liability Insurance (a)Coverage on an occurrence basis of all operations and premises,independent Local Health Departments,products,completed operations,explosion,collapse and underground hazards,broad form contractual liability,personal injury (including bodily injury and death),broad form property damage (including completed operations and loss of use)and additional insured endorsement. (b)The minimum limits of liability under this insurance requirement shall be not less than the following: (i)General Aggregate Limit $2,000,000 (ii)Each Occurrence $1,000,000 Workers Compensation &Employer's Liability Insurance Coverage in accordance with all applicable state laws reflecting the following limits of liability (b)Workers'Compensation: (i)California Statutory Benefits (b)Employer's Liability: (i)$1,000,000 Bodily Injury each Accident (ii)$1,000,000 Bodily Injury by Disease -Policy Limit (iii)$1,000,000 Bodily Injury by Disease -Each Employee Comprehensive Automobile Liability Insurance Coverage for all owned,hired and non-owned vehicles with limits not less than $1,000,000 combined single limit,bodily injury and property damage liability per occurrence with no annual aggregate limits. All insurance policies shall:(i)name PHFE and any related entities identified by PHFE as Additional Insureds on a primary basis;(ii)stipulate that the insurance is primary and that any insurance carried by any of said Additional Insureds shall be excess and non-contributory insurance;(iii)be provided by carriers rated by A.M.Best Company as “A-VII"or better and be admitted to conduct insurance business in California;(iv)not contain a deductible greater than $1,000;(v)provide that thirty (30)days written notification is to be given to PHFE prior to the non-renewal,cancellation or material alteration of any policy;and (vi)be acceptable to PHFE. 6 |Work Order Agreement —FrCSnO 0187.0390 Pub :c:foundationFnierprbes A f»V>>:;>•*s«.v:*" ATTACHMENT C Required Invoice Template Draft Your invoice specific to your agency will be sent after agreement is executed INVOICE Public Health Foundation Enterprises,Inc. 13300 Crossroads Parkway North Suite 450 City of Industry,CA 91746 Tel.No:562-222-7883;FAX #562-222-7383 ELCZIkaLHD@PHFE.ORG Name of Local Health Department Local Health Department Address Contact Telephone # Email Program Number Invoice No: Penod Covered:Date of Invoice: Final:Yes No ITEM Prior Month Expended CURRENT EXPENSES CUMULATIVE EXPENSES APPROVED BUDGET UNEXPENDED BALANCE NON PHFE Personnel Costs Position Title SO so Position Title SO so Position Title SO SO Position Title SO $0 Position Title SO SO Position Title SO SO Position Title SO SO Position Title SO SO Position Title SO SO Position Title so SO Total Salaries $0 SO so SO SO Total Benefits so so TOTAL NON PHFE PERSONNEL Operatina Costs SO SO so so so Travel so so Supplies so so Consultant Service so so Advertising &Recruitment so so Promotional Items so so Study Drug so so Courier so so Lab Testing so so TOTAL OPERATING SO SO so SO so TOTAL DIRECT COSTS SO SO so SO so Indirect ©0.0%$0 SO so $0 so Base : TOTAL INVOICE SO so so SO so I certify that all expenditures reported are for appropriate purposes and in accordance with the terms and conditions of the contract. Please submit only 1 invoice per month. Due Date:Invoice and supporting documentation is due within 30 days of month end. Supporting documentation required:Receipts for any operating cost purchases such as equipment,supplies,travel,etc. For personnel supporting documentation,please provide payroll register or general ledger detail for employees. Signature -Date Printed Name and Title Date 7 |Work Order Agreement —Fl'CSIlO 0187.0390 ATTACHMENT D Public Hat:Ifhfoundation HIPAA BUSINESS ASSOCIATE AGREEMENT This attachment,the HIPAA Business Associate Agreement (“Exhibit”)supplements and is made a part of the underlying agreement (“Agreement”)by and between Public Health Foundation Enterprises,Inc. (“PHFE”or “Covered Entity”)and the County of Fresno (“Contractor”or "Business Associate”)to which this Exhibit is attached.This Exhibit is effective as of the effective date of the Agreement. I.RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement,some of which may constitute Protected Health Information (“PHI”); Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (“HIPAA”),the Health Information Technology for Economic and Clinical Health Act,Public Law 111-005 (the “HITECH Act”),the regulations promulgated thereunder by the U.S.Department of Health and Human Services (the “HIPAA Regulations”),and other applicable laws;and The Privacy Rule and the Security Rule in the HIPAA Regulations require Covered Entity to enter into a contract,containing specific requirements,with Business Associate prior to the disclosure of PHI,as set forth in,but not limited to,Title 45,sections 164.314(a),164.502(e),and 164.504(e)of the Code of Federal Regulations (“C.F.R.”)and as contained in this Agreement. II.STANDARD DEFINITIONS Capitalized terms used,but not otherwise defined,in this Exhibit shall have the same meaning as those terms are defined in the HIPAA Regulations.In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations,as amended,the HIPAA Regulations shall control.Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations,but are nonetheless permitted by the HIPAA Regulations,the provisions of this Exhibit shall control.All regulatory references in this Exhibit are to HIPAA Regulations unless otherwise specified. The following terms used in this Exhibit shall have the same meaning as those terms in the HIPAA Regulations:Data Aggregation,Designated Record Set,Disclosure,Electronic Health Record,Health Care Operations,Health Plan,Individual,Limited Data Set,Marketing,Minimum Necessary,Minimum Necessary Rule,Protected Health Information,and Security Incident. The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI. III.SPECIFIC DEFINITIONS Agreement.“Agreement”shall mean the underlying agreement between County and Contractor,to which this Exhibit,the HIPAA Business Associate Agreement,is attached. Business Associate.“Business Associate"shall generally have the same meaning as the term 8 |Work Order Agreement —FrCSllO 0187.0390 Public:HealthFoundationEnterprises “business associate”at 45 C.F.R.section 160.103,the HIPAA Regulations,and the HITECH Act,and in reference to a party to this Exhibit shall mean the Contractor identified above.“Business Associate” shall also mean any subcontractor that creates,receives,maintains,or transmits PHI in performing a function,activity,or service delegated by Contractor. Contractual Breach."Contractual Breach”shall mean a violation of the contractual obligations set forth in this Exhibit. Covered Entity."Covered Entity”shall generally have the same meaning as the term “covered entity”at 45 C.F.R.section 160.103,and in reference to the party to this Exhibit,shall mean any part of County of Fresno subject to the HIPAA Regulations. Electronic Protected Health Information.“Electronic Protected Health Information”or “Electronic PHI” means Protected Health Information that is maintained in or transmitted by electronic media. Exhibit.“Exhibit”shall mean this HIPAA Business Associate Agreement. HIPAA.“HIPAA ”shall mean the Health Insurance Portability and Accountability Act of 1996,Public Law 104-191. HIPAA Breach.“HIPAA Breach”shall mean a breach of Protected Health Information as defined in 45 C.F.R.164.402,and includes the unauthorized acquisition,access,use ,or Disclosure of Protected Health Information which compromises the security or privacy of such information. HIPAA Regulations.“HIPAA Regulations”shall mean the regulations promulgated under HIPAA by the U.S.Department of Health and Human Services,including those set forth at 45 C.F.R.Parts 160 and 164,Subparts A ,C,and E. HITECH Act.“HITECH Act”shall mean the Health Information Technology for Economic and Clinical Health Act,Public Law 111-005 (the “HITECH Act”). Privacy Rule and Privacy Regulations.“Privacy Rule”and “Privacy Regulations”shall mean the standards for privacy of individually identifiable health information set forth in the HIPAA Regulations at 45 C.F.R.Part 160 and Part 164,Subparts A and E. Secretary.“Secretary”shall mean the Secretary of the United States Department of Health and Human Services (“DHHS”)or his or her designee. Security Rule and Security Regulations .“Security Rule”and “Security Regulations"shall mean the standards for security of Electronic PHI set forth in the HIPAA Regulations at 45 C.F.R.Parts 160 and 164,Subparts A and C. IV.PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE Business Associate may only use or disclose PHI: A.As necessary to perform functions,activities,or services for,or on behalf of,Covered Entity as specified in the Agreement,provided that such use or Disclosure would not violate the Privacy Rule if done by Covered Entity; 9 |Work Order Agreement —FresnO 0187.0390 Public Haolthfoundation B.As required by law;and C.For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate,provided the disclosures are required by law,or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person,and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. V.PROTECTION OF PHI BY BUSINESS ASSOCIATE A.Scope of Exhibit.Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form,including paper record, oral communication,audio recording and electronic display,by Covered Entity or its operating units to Business Associate,or is created or received by Business Associate on Covered Entity’s behalf,shall be subject to this Exhibit. B.PHI Disclosure Limits.Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIPAA Regulations,this Exhibit,or as required by law.Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Regulations if done by Covered Entity. C.Minimum Necessary Rule.When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule,Business Associate agrees to use,disclose,or request only the Limited Data Set,or if that is inadequate,the minimum PHI necessary to accomplish the intended purpose of that use,Disclosure,or request.Business Associate agrees to make uses,Disclosures ,and requests for PHI consistent with any of Covered Entity’s existing Minimum Necessary policies and procedures. D.HIPAA Security Rule.Business Associate agrees to use appropriate administrative,physical and technical safeguards,and comply with the Security Rule and HIPAA Security Regulations with respect to Electronic PHI,to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit. E.Mitigation.Business Associate agrees to mitigate,to the extent practicable,any harmful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit.Mitigation includes,but is not limited to,the taking of reasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to commit a Contractual Breach. F.Notification of Breach.During the term of the Agreement,Business Associate shall notify Covered Entity in writing within twenty-four (24)hours of any suspected or actual breach of security,intrusion,HIPAA Breach,and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations.This duty includes the reporting of any Security Incident,of which it becomes aware,affecting the Electronic PHI.Business Associate shall take (i)prompt corrective action to cure any such deficiencies and (ii)any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations.Business Associate shall investigate such breach of security,intrusion,and/or 10 |Work Order Agreement —Fresno 0187.0390 Public HealthfoundationEnterprises HIPAA Breach,and provide a written report of the investigation to Covered Entity’s HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R.section 164.410 and that includes the identification of each individual whose PHI has been breached.The report shall be delivered within fifteen (15)working days of the discovery of the breach or unauthorized use or Disclosure.Business Associate shall be responsible for any obligations under the HIPAA Regulations to notify individuals of such breach,unless Covered Entity agrees otherwise. G.Agents and Subcontractors.Business Associate agrees to ensure that any agent,including a subcontractor,to whom it provides PHI received from,or created or received by Business Associate on behalf of Covered Entity,agrees to the same restrictions,conditions,and requirements that apply through this Exhibit to Business Associate with respect to such information.Business Associate shall obtain written contracts agreeing to such terms from all agents and subcontractors.Any subcontractor who contracts for another company’s services with regards to the PHI shall likewise obtain written contracts agreeing to such terms.Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity. H.Review of Records.Business Associate agrees to make internal practices,books,and records relating to the use and Disclosure of PHI received from,or created or received by Business Associate on behalf of Covered Entity available to Covered Entity,or at the request of Covered Entity to the Secretary,in a time and manner designated by Covered Entity or the Secretary,for purposes of the Secretary determining Covered Entity’s compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity. I.Performing Covered Entity’s HIPAA Obligations.To the extent Business Associate is required to carry out one or more of Covered Entity’s obligations under the HIPAA Regulations,Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations. J.Restricted Use of PHI for Marketing Purposes.Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual’s authorization.Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act,including,but not limited to,45 C.F.R.section 164.508 and 42 U.S.C.section 17936. K.Restricted Sale of PHI.Business Associate shall not directly or indirectly receive remuneration in exchange for PHI,except with the prior written consent of Covered Entity and as permitted by the HITECH Act,42 U.S.C.section 17935(d)(2);however,this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement. L.De-Identification of PHI.Unless otherwise agreed to in writing by both parties,Business Associate and its agents shall not have the right to de-identify the PHI.Any such de-identification shall be in compliance with 45 C.F.R.sections 164.502(d)and 164.514(a)and (b). M.Material Contractual Breach.Business Associate understands and agrees that,in accordance with the HITECH Act and the HIPAA Regulations,it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual 11 l Worit Order Agreement —Fresno 0187.0390 PuhOc HaaiihfoundationFnk-rprises Breach or violation of the HIPAA Regulations.Business Associate further understands and agrees that:(i)it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations,and (ii)it will be subject to periodic audits by the Secretary. VI.INDIVIDUAL CONTROL OVER PHI A.Individual Access to PHI.Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual’s designee,as necessary to satisfy Covered Entity’s obligations under 45 C.F.R.section 164.524.Business Associate shall do so solely by way of coordination with Covered Entity,and in the time and manner designated by Covered Entity. B.Accounting of Disclosures.Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity’s obligations under 45 C.F.R.section 164.528.Business Associate shall do so solely by way of coordination with Covered Entity,and in the time and manner designated by Covered Entity. C.Amendment to PHI.Business Associate agrees to make any amendment(s)to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R.section 164.526,or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R.section 164.526.Business Associate shall do so solely by way of coordination with Covered Entity,and in the time and manner designated by Covered Entity. VII.TERMINATION A.Termination for Cause.A Contractual Breach by Business Associate of any provision of this Exhibit,as determined by Covered Entity in its sole discretion,shall constitute a material Contractual Breach of the Agreement and shall provide grounds for immediate termination of the Agreement,any provision in the Agreement to the contrary notwithstanding.Contracts between Business Associates and subcontractors are subject to the same requirement for Termination for Cause. B.Termination due to Criminal Proceedings or Statutory Violations.Covered Entity may terminate the Agreement,effective immediately,if (i)Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA,the HITECH Act,the HIPAA Regulations or other security or privacy laws or (ii)a finding or stipulation that Business Associate has violated any standard or requirement of HIPAA,the HITECH Act,the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined. C.Return or Destruction of PHI.In the event of termination for any reason,or upon the expiration of the Agreement,Business Associate shall return or,if agreed upon by Covered Entity,destroy all PHI received from Covered Entity,or created or received by Business Associate on behalf of Covered Entity.Business Associate shall retain no copies of the PHI.This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible.Upon mutual agreement of the parties that return or destruction of PHI is infeasible, 12 |Work Order Agreement —Fresno 0187.0390 Public HealthfoundationEnterprises Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible. VIII.MISCELLANEOUS A.Disclaimer.Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit,HIPAA,the HIPAA Regulations,or the HITECH Act will be adequate or satisfactory for Business Associate’s own purposes or that any information in Business Associate’s possession or control,or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure.Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI. B.Regulatory References.A reference in this Exhibit to a section in HIPAA ,the HIPAA Regulations, or the HITECH Act means the section as in effect or as amended,and for which compliance is required. C.Amendments.The parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA,the HIPAA Regulations,and the HITECH Act. D.Survival .The respective rights and obligations of Business Associate with respect to PHI in the event of termination,cancellation or expiration of this Exhibit shall survive said termination, cancellation or expiration,and shall continue to bind Business Associate,its agents,employees, contractors and successors. E.No Third Party Beneficiaries.Except as expressly provided herein or expressly stated in the HIPAA Regulations,the parties to this Exhibit do not intend to create any rights in any third parties. F.Governing Law.The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate’s use and Disclosure of PHI under HIPAA,the HIPAA Regulations and the HITECH Act.The use and Disclosure of individually identified health information is also covered by applicable California law,including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.).To the extent that California law is more stringent with respect to the protection of such information,applicable California law shall govern Business Associate’s use and Disclosure of confidential information related to the performance of this Exhibit. G.Interpretation.Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA,the HIPAA Regulations,the HITECH Act,and in favor of the protection of PHI. 13 |Work Order Agreement —FfCSflO 01 87.0390 REVENUE AGREEMENT FOR ZIKA RESPONSE RESOURCES No.:Public Health Foundation Enterprises,Inc.Term:March 1.2017 -July 31,2018 Zika Response Resources Grant Agreement APPROVED AS TO ACCOUNTING FORM : OSCAR J.GARCIA ,CPA,AUDITOR-CONTROLLER/ TREASURER -TAX COLLECTOR By QMLU ^^REVIEWED AND RECOMMENDED FOR APPROVAL: By fj)lDavidPomaville Director Department of Public Health Fund /Subclass: Organization #: Revenue: 0001/10000 56201665 4380