HomeMy WebLinkAboutResolutions - 2005.09.01 - 279984
REPORT (Misc. #05169) September 1, 2005
BY: Finance Committee, Chuck Moss, Chairperson
IN RE: BOARD OF COMMISSIONERS - CONTRACT WITH HAVEN FOR RAPE
INTERVENTION TEAM "S.T.A.R.T." PROGRAM
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, adies and Gentlemen:
The Finance Committee, having reviewed the above-mentioned
resolution on August 25, 2005, reports with the recommendation that the
resolution be adopted with amendments as follows.
Resolution:
- 4th WHEREAS, third line: after "systems will" strike the word
"be";
- 11th WHEREAS, second line: change "coordinating" to "coordinated";
- 13 th WHEREAS, fifth line: after "court;" add "and";
- 14th WHEREAS, fifth line: following "defendants;" add "and"
- 2nd BE IT FURTHER RESOLVED, second line: change "Committee And"
to "Committee and".
Contract:
Remove the words "and will provide" from page 2, paragraph 2 and
replace with "and provide". Also, change the date on page 2, paragraph
5, line 2, from October 1, 2006 to October 15, 2006.
Chairperson, on behalf of the Finance Committee, I move
acceptance of the foregoing report.
FINANCE COMMITTEE
FINANCE COMMITTEE:
Motion carried unanimously on a roll call vote.
REPORT(mISC. 105169) September 1, 2005
BY: General Government Committee, William R. Patterson, Chairperson
IN RE: MR #05169 — BOARD OF COMMISSIONERS — CONTRACT WITH HAVEN
FOR RAPE INTERVENTION TEAM "S.T.A.R.T." PROGRAM
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The General Government Committee, having reviewed Miscellaneous Resolution
#05169 on August 22, 2005, reports with a recommendation that the resolution be
adopted.
Chairperson, on behalf of the General Government Committee, I move
acceptance of the foregoing report.
GENERAL GOVERNMENT COMMITTEE
&(/cikl
General Government Committee Vote:
Motion carried unanimously on a roll call vote.
REPORT (misc. 105169) September 1, 2005
BY: Public Services Committee, William R. Patterson, Chairperson
IN RE: MR #05169 — BOARD OF COMMISSIONERS — CONTRACT WITH HAVEN
FOR RAPE INTERVENTION TEAM "S.T.A.R.T." PROGRAM
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Public Services Committee, having reviewed Miscellaneous Resolution
#05169 on August 22, 2005, reports with a recommendation that the resolution be
adopted.
Chairperson, on behalf of the Public Services Committee, I move acceptance of
the foregoing report.
PUBLIC SERVICES COMMITTEE
Public Services Committee Vote:
Motion carried on a roll call vote with Douglas absent.
MISCELLANEOUS RESOLUTION # 05169
BY: Commissioners David Woodward, District #18 and Bill Bullard, Jr., District #2
RE: BOARD OF COMMISSIONERS - CONTRACT WITH HAVEN FOR RAPE
INTERVENTION TEAM "S.T.A.R.T." PROGRAM
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS according to the 2003 Michigan Uniform Crime Report 409 rapes
were reported in Oakland County; and
WHEREAS sexual assault is a violent, life-changing crime that affects the
psychological, physical, emotional, and spiritual well-being of the individual; and
WHEREAS according to the U.S. Department of Justice, 61% of rapes and
sexual assaults are not reported to police; and
WHEREAS in order to counteract the low reporting rates for sexual assaults,
victims must be empowered by having a realistic hope that the law enforcement and
judicial systems will be work; and
WHEREAS rape kits collected by specially trained sexual assault nurse
examiners (SANEs) provide more effective evidence collection compared with non-
SANE-trained nurses and physicians; and
WHEREAS SANE programs are those programs that use SANEs to offer victims
of sexual assault prompt, compassionate care and comprehensive forensic evidence
collection; and
WHEREAS in 1999 a task force was convened in Oakland County, including
members from HAVEN, Oakland County's Prosecutors Office, Oakland County's
Sheriffs Department, Michigan State Police-forensic laboratory, St. Joseph Mercy
Hospital-Pontiac, Providence Medical Center, William Beaumont Hospital - Royal Oak,
the Pontiac Police Department, and other interested members of the communities; and
WHEREAS this Oakland County Sexual Assault Task Force investigated
possible solutions to the quality of care received by sexual assault victims in Oakland
County. The Task Force recommended developing a collaborative program in Oakland
County that will provide comprehensive victim care services and establish protocols for
sufficient and consistent evidence collection; and
WHEREAS the task force recommended that a Safe Therapeutic Assault
Response Team ("START") program be implemented for Oakland County residents
under the auspices of HAVEN; and
WHEREAS HAVEN'S START program is the only SANE program in Oakland
County; and
WHEREAS the START Program initiated in June, 2001 by HAVEN has already
successfully coordinating a program for immediate response to the legal, medical, and
emotional needs of over 530 sexual assault survivors, thereby reducing the trauma of
sexual assault, increasing prosecution rates, and decreasing costs to law enforcement
and hospitals; and
WHEREAS the START team is made up of forensic nurses, physician's
assistants, and HAVEN advocates. Sexual assault patients receive both emotional
support by the advocate and therapeutic medical care in a safe environment; and
WHEREAS the unique benefit is that the START program provides Forensic
Examiners (FE'S) who are specially trained registered nurses and physicians assistants
who perform medical forensic examinations of adolescent and adult victims of acute
sexual assault. They also collect evidence from suspects in police custody, work with
victims and will also testify in court;
Bill Bullard, Jr. vid Woodward
irperson, welliovAthe adoplion of the foregoing resolution.
WHEREAS HAVEN has demonstrated fiscal responsibility in the exercise of its
START Program by seeking multiple sources of funding, providing centrally-located
nursing interventions at 1/3 the cost of similar services in the emergency room setting,
and reducing the total cost of prosecution by providing expert forensic evidence
collection which encourages plea bargaining by defendants.
WHEREAS Oakland County, with the adoption of Miscellaneous Resolution
#01288, previously entered into a Professional Services Contract in FY 2002 with
HAVEN, Inc., which has now expired.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners does hereby authorize an award of a Professional Services Contract to
HAVEN, Inc., for the purpose of establishing an effective law enforcement tool for the
arrest and successful prosecution of those committing sexual attacks, in which HAVEN
is to provide an investigatory resource relating to alleged criminal sexual conduct and to
provide Oakland County residents, who are victims of sexual assault or rape with
examinations, counseling services and courtroom support through the Safe Therapeutic
Assault Response Team (START) Program.
BE IT FURTHER RESOLVED that this contract shall be for an amount not to
exceed $30,000.00 and that this contract shall terminate on September 30, 2006,
unless otherwise agreed to by the parties.
BE IT FURTHER RESOLVED that HAVEN shall submit quarterly reports to the
Oakland County Board of Commissioner's General Government Committee And Public
Services Committee on or about January 1, 2006, April 1, 2006, July 1, 2006 and
October 1, 2006 for the preceding quarter. These reports shall include the number of
victims treated, the number of trials in which START staff testified, the percentage of
victims requesting counseling and follow-up services, anecdotal or formally-gathered
reports by victims regarding their perceptions of services provided, the number of
referrals made to other agencies or programs, any community education efforts
undertaken by START program personnel, and any other information serving to
characterize the nature and value of the START Program to Oakland County residents.
BE IT FURTHER RESOLVED that contingent upon the approval of the Board of
Commissioners of this Miscellaneous Resolution, the Oakland County Board of
Commissioners authorizes its Chairperson to execute this professional services contract
on behalf of the Board of Commissioners.
Commissioner, District #18 Commissioner, District #2
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OAKLAND;
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
RER/Sheriff
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
PURCHASING DIVISION CONTRACT NUMBER: B0202971
October 01, 2005 through September 30, 2006
Contract - NOT TO EXCEED AMOUNT $30,000.00
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called
"County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County
may also be referred to individually as a "Party" or jointly as the "Parties".
COUNTY OF OAKLAND
1200 N. Telegraph Road
Pontiac, MI 48341-0047
(herein, the "County")
HAVEN INC
PO Box 431045
Pontiac MI 48343-1045
Michigan Corporate I.D. No. 38-2426175
Vendor Address
(herein the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties.
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SCOPE OF CONTRACTOR'S SERVICES
COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES
CONTRACT EFFECTIVE DATE AND TERMINATION
CONTRACTOR ASSURANCES AND WARRANTIES
CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
CONTRACT DOCUMENTS, DEFINITIONS, AND GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the
following:
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 1
OAKLAND,
" "
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
il. SCOPE OF CONTRACTOR'S SERVICES
1. Maintain Safe Therapeutic Assault Response Team (START) Program in a centralized location and staffed by registered
nurses licensed to practice in Michigan who have received a minimum of 40 hours of classroom training and 60 hours of
practicable or preceptorship training.
2. Maintain a Coordinator for the START Program to the County, and will provide the Coordinator's resume and/or
evidence of her particular qualifications for this position upon request.
3. Provide all of the following at no charge to sexual assault victims residing in Oakland County:
a) Access to services by request of medical or law enforcement authorities or by victims themselves via HAVEN's crisis
line, 24 hours a day, 7 days a week, 52 weeks a year;
b) On-site services provided by an advocate/nurse team;
c) Provision of crisis intervention, medical treatment, and follow-up services as needed, either directly or by referral:
d) Complete forensic examination by specially trained nurses using state-of-the-art forensic equipment;
e) Consultations with law enforcement authorities;
0 Expert witness testimony in criminal cases;
g) Outreach, referral and community education,
4. Comply with all confidentiality laws governing medical patient records including the Health Insurance Portability and
Accountability Act of 1996. Any information obtained by HAVEN, the START Program, or their personnel from these
records shall remain confidential and shall not be divulged except as authorized by law.
5. Submit reports to the Contract Administrator on or about January 1, 2006, April 1, 2006, July 1, 2006 and a final report
by October 1, 2006. These reports shall include the number of victims treated, the number of trials in which START
staff testified, the percentage of victims requesting counseling and follow-up services, anecdotal or formally-gathered
reports by victims regarding their perceptions of services provided, the number of referrals made to other agencies or
programs, any community education efforts undertaken by START program personnel, and any other information
serving to characterize the nature and value of the START Program to Oakland County residents.
2. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES
2.1. Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for
any Contractor services under this Contract shall be:
2.1.1. Vendor will be paid $200.00 per Complete Forensic Exam for Oakland County residents.
2.1.2. In no event, shall the County's amount due and owing the Contractor for any and all services rendered
exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In
the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO
EXCEED AMOUNT, "the Contractor shall provide the County with notice of this contingency at least 15
Days before this event.
2.1.3. No more than once a month, the Contractor shall submit an invoice to the County, which shall itemize all
amounts due and/or owing by the County under this Contract, and payment terms as the date of the invoice.
The invoices shall be submitted in the form requested by the County, The County shall have no obligation
to make payment until a proper invoice of service is submitted. The County reserves the right to make
partial payments on account of the amount due the Contractor as the work progresses.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 2
OAKLAND;
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
2.2. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special,
incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the
Contractor's providing any services under this Contract.
2.3. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost
associated with this Contract that are the obligations of Contractor under this Contract.
2.4. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein.
2.5. Under no circumstances shall the County be obligated to pay the contractor for any Services rendered or Goods
delivered which have not been invoiced, as required herein, within 12 calendar months of the date such Goods were
actually delivered to the County or Services were actually rendered pursuant to this Contract.
i3. CONTRACT EFFECTIVE DATE, TERMINATION NOTICES AND AMENDMENTS
3.1. The effective date of this Contract shall be October 01, 2005, and unless otherwise terminated or canceled as provided
below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of this Contract, at
which time this Contract expires without any further act or notice of either Party being required. The Parties are under
no obligation to renew or extend this Contract after Contract Expiration Date. Notwithstanding the above, under no
circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for
any Contractor services until and unless:
3.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor.
3.1.2. Any and all Contractor Certificates of Insurance, and any other conditions precedent to the Contract have
been submitted and accepted by the County.
3.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for
on the signature page of this Contract, who shall be the final signatory to this Contract.
3.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal,
or any extension of this Contract, upon thirty (30) days written notice to the Contractor, for any reason, including
convenience without incurring obligation or penalty of any kind, The effective date for termination or cancellation
shall be clearly stated in the written notice.
3.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor
before the effective date of termination. Under no circumstances shall the County be liable for any future loss of
income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic
benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall
not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as
provided herein.
3.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon ninety (90) days written
notice to the County, if the County defaults in any obligation contained herein, and within the ninety (90) notice
period the County has failed or has not attempted to cure any such default. The effective date of termination and/or
cancellation and the specific alleged default shall be clearly stated in the written notice.
3.5. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by
express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT 80202971
Page 3
OAKLAND=
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next
business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first
class or certified U.S. mail.
3.5.1. If notice is sent to the Contractor, it shall be addressed to:
Haven Inc
Beth Morrison
PO Box 431045
Pontiac MI 48343-1045
3.5.2. If notice is sent the County, it shall be addressed to:
Oakland County Sheriffs Department
Michael McCabe
1201N Telegraph Rd Bldg #10 East
Pontiac MI 48341
3.5.3. Either Party may change the address or individual to which notice is sent by notifying the other party in
writing of the change.
3.6. Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this
Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment,
recession, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person
who signed the Contract for the County or the County Purchasing Manager or assigned Purchasing designee.
4. CONTRACTOR'S ASSURANCES AND WARRANTIES
4.1. Service Warranty. Contractor warrants that all services performed hereunder will be performed in a manner that
complies with all applicable laws, statutes, regulations, ordinances, and professional standards.
4.2. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this
Contract all applicable business and professional licenses necessary to provide the contracted services.
4.3. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required
to be provided by the County herein.
4.4. Taxes, The Contractor shall pay, its own local, state and federal taxes, including without limitation, social security
taxes, and unemployment compensation taxes, The County shall not be liable to or required to reimburse the
Contractor for any federal, state and local taxes or fees of any kind.
4.5. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Contract, the Contractor shall be
solely responsible and liable for all costs and expenses incident to the performance of all services for the County
including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties.
4.6. Contractor Employees.
4.6.1. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide
the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary
knowledge, skill, and qualifications necessary to perform the required services and possess any necessary
licenses, permits, certificates, and governmental authorizations as may required by law.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 4
OAKLAND;
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
4.6.2. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all
Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the
conduct and supervision of any Contractor Employee
4.6.3. All Contractor Employees shall wear and display appropriate county-provided identification at all times
while working on County premises.
4.6.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject
to a security check and clearance by the County.
4.7. Contractor Employee-Related Expenses. All Contractor Employees shall be employed at the Contractor's sole
expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor
Employees shall fully comply with and adheres to all of the terms of this Contract. Contractor shall indemnify and
hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract
for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not
limited to, Worker's Compensation, disability pay or other insurance of any kind.
4.8. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor warrants that before submitting its
Proposal and/or entering into this Contract, it had a full opportunity to review the proposed services, and review all
County requirements and/or expectations under this Contract. The Contractor is responsible for being adequately and
properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to
perform all obligations under the Contract as specified herein.
4.9. The Contractor's relationship to the County is that of an Independent Contractor. Nothing in this Contract is intended
to establish an employer-employee relationship between the County and either the Contractor or any Contractor
Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all
cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of the County.
i5. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
5.1. Indemnification
5.1.1. Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or
asserted against the County by any person or entity, alleged to have been caused or found to arise, from the
acts, performances, errors, or omissions of Contractor or Contractor's Employees, including, without
limitation, all Claims relating to injury or death of any person or damage to any property.
5.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and
collectible insurance rights/policies. During the term of this Contract, if the validity or collectability of the
Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for
all claims asserted against the County and if the insurance company prevails, the Contractor shall
indemnify the County for uncollectable accounts.
5.1.3. Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or
by implication), contribution, subrogation, and/or any other right to be reimbursed by the County except as
expressly provided herein.
5.1.4. Contractor waives and releases all actions, liabilities, loss and damage including any subrogated rights it
may have against the County based upon any Claim brought against the County suffered by a Contractor
Employee.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 5
Ilir ---
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
5.2. Contractor Provided Insurance
5.2.1. At all times during this Contract, Contractor shall obtain and maintain insurance according to the
specifications indicated.
1. Vendor agrees to procure and maintain insurance coverage according to the following specifications:
a. $3,000,000.00 Combined Single Limit Commercial General Liability Broad Form
Endorsement/or the following as minimum requirements:
Broad form property damage
Premises/Operations
Libel and Slander
Independent Contractors
(Blanket) Broad form Contractual
Personal Injury - delete contractual exclusion "A"
Additional Insured - the County of Oakland, County Agents (as defined in this
Contract) and employees and elected and appointed officials of Oakland County;
The total limits of general liability coverage reauired herein may he sq,tisfied with a
combination of a pri mary le)wesj2glicr_y_liaing.ilga.lQ uits
specifically listing the primary general liability nolicv as underlyino insurance.
b. Workers' Compensation as required by law $100,000.00 and Employer's Liability;
c. Automobile Liability with minimum limits of $1,000,000.00 Combined Single Limit
Automobile Liability per occurrence including hired and leased vehicles, and owned and non-
owned. No-Fault coverage as required by law;
d. Professional Liability with minimum limits of $1,000,000.00 per occurrence and $1,000,000.00
aggregate, except for Construction and Maintenance Contracts only.
2. General Certificates of Insurance
a. All Certificates of Insurance and duplicate policies of any outside vendor or contractor shall
contain the following clauses:
1) "The insurance company(s) issuing the policy or policies shall have no recourse against the County of Oakland for
payment of any premiums or for assessments under any form of policy".
2) Any and all deductibles in the above-described insurance policies shall be assumed by and be or the amount of, and at sole
risk of, the contractor."
All Certificates are to provide 30-day notice of material change or cancellation. Certificates of Insurance and
insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland
County Purchasing Division. Insurance carriers are subject to the approval of Oakland County
6. CONTRACT DOCUMENTS, DEFINITIONS ANT) GENR11 AI , TF,RMS ANTI enNlytIONST
The following words and expressions when printed with the first letter capitalized as shown herein, whether used in
the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined
and interpreted as follows:
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET- PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 6
COAKLAND7
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.1 "Contractor Employee" means without limitation, any employees, officers, directors, members, managers,
trustees, volunteers, attorneys, and representatives of Contractor, and also includes any Contractor licensees,
concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries,
joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such
persons act or acted in their personal, representative or official capacities), and/or any and all persons acting
by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person
who was a Contractor Employee at anytime during the term of this contract but, for any reason, is no longer
employed, appointed, or elected in that capacity.
6.2 "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of
action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including,
but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation
expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind
which are imposed on, incurred by, or asserted against the county, or for which the county may become
legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential,
whether based upon any alleged violation of the federal or the state constitution, any federal or state statute,
rule, regulation, or any alleged violation of federal or state common law, whether any such claims are
brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened.
6.3 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, boards, committees, and "County Agent" as defined below.
6.4 "County Agent" means all elected and appointed officials, directors, board members, council members,
commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such
person act or acted in their personal representative or official capacities), and/or any persons acting by,
through, under, or in concert with any of them. "County Agent" shall also include any person who was a
"County Agent" anytime during the term of this Contract but, for any reason, is no longer employed,
appointed, or elected and serving as an Agent.
6.5 "Day" means any calendar day, which shall begin at 12:00:01 a.m, and end at 11:59:59 p.m.
6.6 Access To County Facilities. While the Contractor retains the right to perform services at any time, the
Contractor must obtain prior permission by the County for access to County facilities after the County's
regular business hours.
6.7 Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine
which remedies are to be exercised and in which order.
6.8 Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full
force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their very nature:
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION":
"DAMAGE CLEAN UP TO COUNTY PROPERTY AND/OR PREMISES";
"AUDIT':
"SEVERABILITY";
"GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE"; AND
"SURVIVAL OF TERMS AND CONDITIONS".
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
Page 7
OAKLAND;
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.9 County Right to Suspend Services. Upon written notice, the County may suspend performance of this
Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained
in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel
this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends
services under this Section.
6.10 No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is
not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right
to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or
entity.
6.11 Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances,
regulations, insurance policy requirements, and requirements applicable to its activities under this Contract.
6.12 Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of
this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of
its obligations under this Contract and to conduct business under this Contract. Upon request by the County,
Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to
provide services under this Contract.
6.13 Discrimination. Contractor shall not discriminate against any employee or applicant for employment because
of sex, race, religion, color, national origin, or handicap in violation of State and Federal law.
6.13.1 Contractor shall promptly notify the County of any complaint or charge filed and/or determination
by any Court or administrative agency of illegal discrimination by Contractor.
6.13.2 The County, in its discretion, may consider any illegal discrimination described above as a breach of
this Contract and may terminate or cancel this Contract immediately with notice.
6.14 Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene
any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the
County
6.15 Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to
the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable
control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause.
Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order,
regulation, direction, action, or request of the United States government or of any other government, national
emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties.
Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through
insurance or alternative temporary or emergency service arrangements, to continue its obligations under this
contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or
any insurable casualty or loss.
6.16 Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no
contracts shall be entered into between the County, including all agencies and departments thereof, and any
County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify any Contractor
Employee or relative of Contractor's Employees who are presently employed by the County. Contractor
shall give the County notice if there are any County Agents or relatives of County Agents who are presently
employed by Contractor.
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.17 Damage Clean up to County Property and/or Premises. Contractor shall be responsible for any unexpected
and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by
Contractor or Contractor's Employees. If damage occurs, Contractor shall make necessary repairs and/or
replacements to the damaged property to the satisfaction of the County. If the damage cannot be completed
to the County's satisfaction, Contractor shall reimburse the County the actual cost for repairing or replacing
the damage property. The Contractor shall be responsible for assuring that all County and municipal sites are
restored to their original condition.
6.18 Contractor Use of Confidential Information, The Contractor and/or Contractor Employees shall not
reproduce, provide, disclose, or give access to Confidential Information to any third party, or to any
Contractor Employee not having a legitimate need to know any such information and data, and shall not use
the Confidential Information for any purpose other than performing its services under this Contract.
Notwithstanding the foregoing, Contractor may disclose the Confidential Information if required by law,
statute or other legal process; provided that Contractor (i) gives County prompt written notice of an
impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure,
and (iii) makes only such disclosure as is compelled or required.
6.18.1 This Contract imposes no obligation upon Contractor with respect to any Confidential Information
which Contractor can establish by legally sufficient evidence: (i) was in the possession of, or was
known by Contractor, prior to its receipt from the County, without an obligation to maintain its
confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it,
without an obligation to keep such information confidential.
6.18.2 As used in this Contract, Confidential Information means all information that the County is required
or permitted by law to keep confidential.
6.19 Contractor Use of County Licensed Software. In order for the Contractor to perform its services under this
Contract, the County may permit Contractor or Contractor Employees to access certain copyrighted Software
licensed to the County. Contractor or Contractor Employees shall not transfer, remove, use, copy, or
otherwise provide or make available any such copyrighted Software or Documentation to any other person or
entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore,
neither the Contractor nor Contractor Employee shall produce a source listing, decompile, disassemble, or
otherwise reverse engineer any copyrighted Software. Neither the Contractor nor Contractor Employee shall
use any copyrighted software contrary to the provisions of any applicable Software license agreement or state
or federal law.
6.20 Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds
granted to the County, the Contractor shall comply with all applicable grant requirements.
6.21 Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project
Managers shall serve as a contact point for all matters related to the services to be performed under this
Contract. The Contractor's Project Manager shall coordinate with the County's Project Manager, the
Contractor shall provide the name and qualifications of its Project Manager and an alternate.
6.22 Contract Administrator. Each Party may designate an employee or agent to act as Contract Administrator.
The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and
funding, addressing the quality of services provided by the Contractor, reviewing invoices and submitting
requests to the County's procurement authority for any contract modification in accordance with Section 7.27
of this Agreement.
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L. BROOKS PATTERSON-COUNTY EXECUTIVE
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6.23 Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or
nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective
Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract
Administrators may promptly meet and confer in an effort to resolve such dispute. If the Project Managers
and Contract Administrators cannot resolve the dispute in five (5) business days, the dispute may be
submitted to the signatories of this Contract or their successors in office. The signatories of this Agreement
may meet promptly and confer in an effort to resolve such dispute.
6.24 Access and Records. Contractor will maintain accurate books and records in connection with the services
provided under this Contract for 36 months after end of this Contract, and provide the County with
reasonable access to such book and records.
6.25 Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the
County, to perform finance compliance audits with the authority to access all pertinent records and interview
any Contractor Employee throughout the term of this Contract, and for a period of three years after final
payment.
6.25.1 Contractor shall explain any audit finding, questionable costs, or other Contract compliance
deficiencies to the County within forty-five (45) days of receiving the final audit report.
Contractor's response shall include all necessary documents and information that refute the final
audit report. Failure by Contractor to respond in writing within 45 days shall be deemed acceptance
of the final audit report.
6.26 Delegation /Subcontract/Assignment. Contractor shall not delegate, assign, or subcontract any obligations or
rights under this Contract without the prior written consent of the County.
6.26.1 The rights and obligations under this Contract shall not be diminished in any manner by assignment,
delegation or subcontract.
6.26.2 Any assignment, delegation, or subcontract by Contractor and approved by the County, must
include a requirement that the assignee, delegee, or subcontractor will comply with the rights and
obligations contained in this Contract.
6.26.3 The Contractor shall remain primarily liable for all work performed by any subcontractors.
Contractor shall remain liable to the County for any obligations under the Contract not completely
performed by any Contractor delegee or subcontractor.
6.26.4 Should a Subcontractor fail to provide the established level of service and response, the Contractor
shall contract with another agency for these services in a timely manner. Any additional costs
associated with securing a competent subcontractor shall be the sole responsibility of the Contractor.
6.26.5 This Contract cannot be sold.
6.26.6 In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a
Court, the County may declare this Contract null and void.
6.27 Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the
Contractor's right to offer and provide its services to the general public, other business entities,
municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is
a non-exclusive agreement and the County may freely engage other persons to perform the same work that
the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to
guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of
hours or services to be rendered to the County.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.28 No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any
right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or
subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether
by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of
any term, condition, or provision of this Contract. No waiver by either Party shall subsequently effect its
right to require strict performance of this Contract.
6.29 Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be
illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All
other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding
the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid,
Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of
any Claims against the County.
6.30 Captions. The section and subsection numbers, captions, and any index to such sections and subsections
contained in this Contract are intended for the convenience of the reader and are not intended to have any
substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this
contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and
any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or
possession as the context requires.
6.31 Precedence of Documents. In the event of a conflict between the terms and conditions in any of the
documents comprising this Contract, the conflict shall be resolved as follows:
6.31.1 The terms and conditions contained in this main Contract document shall prevail and take
precedence over any allegedly conflicting provisions in all other Exhibits or documents.
6.32 Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted and
enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action
brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in
the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or
the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the
applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the
courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement
of any judgement obtained in such forum or taking action under this Contract to enforce such judgement in
any appropriate jurisdiction.
6.33 Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This
Contract supercedes all other prior oral or written understandings, communications, agreements or Contracts
between the Parties. The language of this Contract shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Party.
6.34 Contractor Obligation Under the Health Insurance Portability and Accountability Act of 1996.
This Business Associate Provision (hereinafter BAP) is entered into in order to comply with the requirements
of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the attendant Regulations
found at 45 CFR Sections 160 through 164 inclusive.
Pursuant to this PSC, Contractor (referred to as Business Associate in HIPAA Regulations) provides services
to and on behalf of the County, which services necessarily involve the access to, generation of, use of, and
disclosure of Protected Health Information (PHI) in the possession of County that identifies individual
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
patients and their health conditions. Accordingly, Contractor is a business Associate of County for the
purposes of complying with HIPAA and the Privacy and Security Regulations.
The County and Contractor agree to enter into this BAP in order for County to receive "satisfactory
assurances" from Contractor as a pre-condition to permitting Contractor to access, generate, use or disclose
PHI on its behalf or in the course of performing services to County. Furthermore, County and Contractor
agree to enter into this BAP in order to comply with all the requirements of HIPAA and the Privacy Rule
regarding Business Associates' use of PHI.
6.34.1 DEFINITIONS
Terms used, but not otherwise defined in this BAP shall have the same meaning as those terms that
are used and defined in 45 CFR in parts 160 through and including parts 164, and in particular 45
CFR 160.103 and 164.501, of the Privacy and Security Rules.
6.34.2 Examples of specific definitions:
6.34.2.1 Business Associate. "Business Associate" shall mean Contractor.
6.34.2.2 Covered Entity. "Covered Entity" shall mean Oakland County, Michigan.
6.34.2.3 Individual. "Individual" shall have the same meaning as the term "individual" in 45
CFR164.501 and shall include a person who qualifies as a personal representative in
accordance with 45 CFR 164.502(g).
6.34.2.4 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
6.34.2.5 Protected Health Information. "Protected Health Information" shall have the same meaning
as the term "protected health information" in 45 CFR 164.501, limited to the information
created or received by Contractor from or on behalf of Covered Entity.
6.34.2.6 Required by Law. "Required by Law" shall have the same meaning as the term "required
by law" in 45 CFR 164.501.
6.34.2.7 Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his designee.
6.34.3 OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
6.34.3.1 Contractor is authorized to access, generate, use or disclose PHI as necessary and
appropriate to perform the services on behalf of and for County as described in
Section 3 of the PSC and Exhibit!: Scope of Contractor's Services, appended to
the PSC.
6.34.3.2 Contractor agrees to not use or disclose PHI other than as permitted or required by
the BAP or as required by Law.
6.34.3.3 Contractor agrees to use appropriate safeguards to prevent use or disclosure of the
PHI other than as provided for by this BAP.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
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OAKLAND;
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.34.3.4 Contractor agrees to cooperate with County and perform such activities as County
may from time to time direct in order to mitigate, to the extent practicable, any
harmful effect that is known to Contractor or brought to Contractor's attention by
County, of a use or disclosure of PHI by Contractor in violation of the
requirements of this BAP.
6.34.3.5 Contractor agrees to report to County any use or disclosure of PHI in violation of
this BAP.
6.34.3.6 Contractor agrees to ensure that any agent, including a subcontractor, to whom it
provides PHI received from, or created or received by Contractor of behalf of
County agrees to the same restrictions and conditions that apply through this BAP
to Contractor.
6.34.3.7 At the request of County, and in the time and manner designated by County,
Contractor agrees to provide access to PHI in a Designated Record Set, to County
or, as directed by County, to an Individual in order to meet the inspection and
copying requirements under 45 CFR 164.524.
6.34.3.8 Contractor agrees to make any amendment(s) to PHI in a Designated Record Set
that County directs or agrees to pursuant to 45 CFR 164.526 at the request of
County or an Individual, and in the time and manner designated by County.
6.34.3.9 At the direction of County or the Secretary of DHHS, Contractor agrees to make
internal practices, books, records, and policies and procedures relating to the use
and disclosure of PHI received from, or created or received by Contractor of
behalf of County available to the County, or to the Secretary, in a time and
manner designated by the County or the Secretary, for purposes of the Secretary
determining County's compliance with the Privacy Rule.
6.34.3.10
6.34.3.11
6.34.3.12
6.34.3.13
Contractor agrees to document all disclosures of PHI and information related to
such disclosures as would be required for County to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 CFR
164.528.
Contractor agrees to provide to County or an Individual, in time and manner
designated by County, information to permit County to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 CFR
164.528.
Contractor agrees to honor any restriction(s) on the use or disclosure of PHI that
County agrees to, provided that County notifies Contractor of such restriction(s),
unless the information is needed to provide emergency care or to comply with
state or federal law.
Contractor shall require each member of its work force that has contact with PHI
in the course of providing services to County to sign a statement indicating that
the work force member has read this BAP, understands its terms and will abide by
them, including without limitation, the obligation not to use or disclose PHI
except as necessary and appropriate to carry out the services being performed by
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
Contractor for or on behalf of County. Contractor will make such signed
statements available to County upon request.
6.34.4 SECURITY REQUIREMENTS
Contractor (including its agents and subcontractors), can only create, receive, maintain, or transmit
Electronic Protected Health Information (EPHI) if it complies with the following requirements and
Part 164 of 45 CFR:
6.34.4.1 Implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of the
electronic protected health information that it creates, receives, maintains, or
transmits on behalf of the covered entity as required by this subpart;
6.34.4.2 Any technology used to accomplish these requirements must be the equivalent of,
and compatible with, the technology used by the County,
6.34.4.3 Ensure that any agent, including a subcontractor, to whom it provides such
information agrees to implement reasonable and appropriate safeguards to protect
it;
6.34.4.4 Report to the County any security incident of which it becomes aware.
6.34.4.5 County shall have the right to audit the Contractor and inspect the premises of
Contractor to determine if there is compliance with these security requirements.
6.34.5 PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
6.34.5,1 Except as otherwise limited in this BAP, Contractor may use or disclose PHI to
perform functions, activities, or services for, or on behalf of County as specified in
the PSC, provided that such use or disclosure would not violate the Privacy Rule,
if done by County, or the minimum necessary policies and procedures of the
County.
6.34.6 SPECIFIC USE AND DISCLOSURE PROVISIONS
6.34,6.1 Except as otherwise limited in this BAP, Contractor may use PHI for the proper
management and administration of the Contractor or to carry out the legal
responsibilities of the Contractor.
6.34.6.2 Except as otherwise limited in this BAP, Contractor may disclose PHI for the
proper management and administration of the Contractor, provided that
disclosures are required by law, or Contractor obtains reasonable assurances from
the person to whom the information is disclosed that it will remain confidential
and used or further disclosed only as required by law or for the purpose for which
it was disclosed to the person, and the person notifies the Contractor of any
instances of which it is aware in which the confidentiality of the information has
been breached.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT 50202971
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frOm(LAND7-
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.34.6.3 Except as otherwise limited in this BAP, Contractor may use PHI to provide Data
Aggregation services to County as permitted by 42 CFR 164.504(e)(2)(i)(B).
6.34.6.4 Contractor may use PHI to report violations of law to appropriate Federal and
State authorities, consistent with 164.502(j0(1).
6.34.7 OBLIGATIONS OF COUNTY
6.34.7.1 County shall notify Contractor of any limitation(s) in its notice of privacy
practices in accordance with 45 CFR 164.520, to the extent that such limitation
may affect Contractor's use or disclosure of PHI.
6.34.7.2 County shall notify Contractor with any changes in, or revocation of permission
by an Individual to use or disclose PHI, to the extent that such changes may affect
Contractor's use or disclosure of PHI.
6.34.7.3 County shall notify Contractor of any restriction to the use or disclosure of PHI
that County has agreed to in accordance with 45 CFR 164.522, to the extent that
such restriction may affect Contractor's use or disclosure of PHI.
6,34.8 PERMISSIBLE REQUESTS BY COUNTY
6.34.8.1 County shall not request Contractor to use or disclose PHI in any manner that
would not be permissible under the Privacy Rule if done by County.
6.34.9 TERM AND TERMINATION
6.34.9.1 Term. The Term of this BAP shall be effective as of the day this PSC is accepted
by County or the first day Contractor provides services covered under this PSC to
County, whichever comes first, and shall terminate when all of the PHI provided
by County to Contractor, or created or received by Contractor on behalf of
County, is destroyed or returned to County, or, if it is infeasible to return or
destroy PHI, protections are extended to such information, in accordance with the
termination provisions of this Section.
6.34.9.2 Termination for Cause. Upon County's knowledge of a material breach by
Contractor. County shall either:
6.34.9.3 Provide an opportunity for Contractor to cure the breach or end the violation and
terminate this BAP and the OSC if Contractor does not cure the breach or end the
violation within the time specified by County and to County's satisfaction,
Or
6.34.9.4 Immediately terminate this BAP, and the PSC if Contractor has breached
a material term of this BAP and cure is not possible.
6.34.9.5 If neither termination nor cure is feasible. County shall report the violation to the
Secretary.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
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COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
6.34.10 EFFECT OF TERMINATION
6.34.10.1
6.34.10.2
Except as provided in paragraph (2) of this section, upon termination of this BAP,
for any reason, Contractor shall return or destroy all PHI received from County, or
created or received by Contractor on behalf of County, as directed by County.
County shall have the sole authority to determine whether PHI shall be returned or
destroyed, and shall have the sole authority to establish the terms and conditions
of such return or destruction. This provision shall apply to PHI that is in the
possession of subcontractors or agents of Contractor. Contractor shall retain no
copies of the PHI.
In the event that Contractor determines that returning or destroying the PHI is
infeasible, Contractor shall provide to County an explanation of the conditions
that make return or destruction infeasible. Upon County's concurrence that return
or destruction of PHI is infeasible, Contractor shall extend the protections of this
BAP to such PHI and limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as Contractor
maintains such PHI.
6.34.11 MISCELLANEOUS
6.34.11.1 Regulatory References. A reference in this BAP to a section in the Privacy Rule
means the section as in effect or as amended.
6.34.11.2
6.34.11.3
6.34.11.4
Amendment. The Parties agree to take such action as is necessary to amend this
BP from time to time as is necessary to comply with the requirements of the
Privacy and Security Rules and the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191.
Survival. The respective rights and obligations of Contractor under Section 7.9 of
this BAP shall survive the termination of this BAP.
Confidentiality. Contractor agrees that the terms and conditions of this BAP shall
be construed as a general confidentiality agreement that is binding upon
Contractor even if it is determined that Contractor is not a Business Associate as
that term is used in the Privacy Regulation.
6.34.11.5 Interpretation. Any ambiguity in this BAP shall be resolved to permit County to
comply with the Privacy and Security Regulation.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
H1PAA PROFESSIONAL SERVICES CONTRACT B0202971
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s
BY: DATE:
COUNTY
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds
Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR:
appeared in person before me this day and executed this Contract on behalf of Contractor
and acknowledged to me under oath that has taken all actions and secured any and all
necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and
bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and
also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents
including all documents incorporated by reference.
Subscribed and sworn to before me on this day of , 2005.
Notary Public
County, Michigan
My Commission Expires:
FOR THE COUNTY:
BY: DATE:
Joseph Hylla, Manager,
Oakland County Purchasing Department
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY: DATE:
Michael McCabe, Undersheriff
Contract Administrator
CMC
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION
HIPAA PROFESSIONAL SERVICES CONTRACT B0202971
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r
FISCAL NOTE (M.R. #05169) September 1, 2005
BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: BOARD OF COMMISSIONERS - CONTRACT WITH HAVEN FOR RAPE INTERVENTION
TEAM " S.T.A.R.T" PROGRAM
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. The resolution authorizes an agreement between Oakland County and
HAVEN, Inc. to provide County residents who are victims of sexual
assault or rape with examinations, counseling services and
courtroom support through the START program.
2. The contract shall not exceed $30,000.
3. The contract shall be effective from October 1, 2005 through
September 30, 2006.
4. No budget amendment is necessary for FY 2005.
5. The County Executive's FY 2006 Recommended Budget should be
amended as follows:
Expenditures FY 2006
90-290000-25000-2564 Contingency ($30,000)
43-023901-43100-3348 Professional Services $30,000
FINANCE COMMITTEE
FINANCE COMMITTEE:
Motion carried unanimously on a roll call vote.
Resolution #05169 August 18, 2005
The Chairperson referred the resolution to the General Government Committee. There were no objections.
• # A
Resolution #05169 September 1, 2005
Moved by Woodward supported by Patterson the resolution be adopted.
Moved by Woodward supported by Patterson the General Government Committee Report be accepted.
A sufficient majority having voted in favor, the report was accepted.
Moved by Woodward supported by Patterson the Public Services Committee Report be accepted.
A sufficient majority having voted in favor, the report was accepted.
Moved by Woodward supported by Patterson the Finance Committee Report be accepted.
A sufficient majority having voted in favor, the report was accepted.
Moved by Woodward supported by Patterson the resolution be amended to coincide with the
recommendation in the Finance Committee Report.
Vote on Finance Committee Report amendment:
AYES: Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton,
Middleton, Molnar, Moss, Nash, Palmer, Patterson, Rogers, Scott, Suarez, Wilson, Woodward,
Zack, Bullard, Coleman, Coulter. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the amendment carried.
Vote on resolution, as amended:
AYES: Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton,
Molnar, Moss, Nash, Palmer, Patterson, Rogers, Scott, Suarez, Wilson, Woodward, Zack,
Bullard, Coleman, Coulter, Crawford. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution, as amended, was adopted.
APPROVE TIE FON60114 AM(UflON Cz, (1 -23 era 13 gi
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on September 1, 2005
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 1st day of September, 2005.
Ruth Johnson, County Clerk