HomeMy WebLinkAboutResolutions - 2021.01.21 - 34097MISCELLANEOUS RESOLUTION #21021 January 21, 2021
BY: Commissioner Penny Luebs, Chairperson, Public Health and Safety Committee
IN RE: PUBLIC SERVICES/COMMUNITY CORRECTIONS DIVISION - OAKLAND COUNTY
COMMUNITY CORRECTIONS INTERLOCAL AGREEMENT WITH OAKLAND COMMUNITY HEALTH
NETWORK FOR SERVICES
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland Community Health Network (OCHN) is the provider of services for people who
are experiencing mental health and/or substance abuse issues supported by the public mental health
system; and
WHEREAS these services include assessments as to the severity of the issue and the coordination of
appropriate interventions; and
WHEREAS many of the offenders referred to Oakland County Community Corrections are in need of
these services; and
WHEREAS Oakland County Community Corrections will reimburse the Oakland Community Health
Network for expenses related to these services with funds awarded through the Michigan Department of
Corrections/Office of Community Corrections grant; and
WHEREAS the Interlocal Agreement contains the terms for the scope, delivery and payment of these
services; and
WHEREAS the agreement has been approved by Corporation Counsel and Risk Management.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves and
authorizes the Chairperson to sign the attached Interlocal Agreement between Oakland County and the
Oakland Community Health Network for assessment services for Community Corrections.
BE IT FURTHER RESOLVED that no budget amendment is required as the funding is included in the FY
2021 Michigan Department of Corrections/Office of Corrections grant agreement.
BE IT FURTHER RESOLVED that this agreement will take effect upon Board of Commissioners approval
and authorization.
Chairperson, on behalf of the Public Health and Safety Committee, I move the adoption of the foregoing
resolution.
Gomrrns. ner Penny Luebs, District #15
Chairperson, ublic Health and
Safety Committee
PUBLIC HEALTH AND SAFETY COMMITTEE VOTE:
Motion carried on a roll call vote with Jackson and Gingell absent.
OAKLAND COUNTY INTERLOCAL AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
THE OAKLAND COMMUNITY HEALTH NETWORK
FOR
COMMUNITY CORRECTIONS
This Agreement ("Agreement") is made and entered into between the County of Oakland,
("County"), a Michigan Constitutional and Municipal Corporation, a political subdivision of the
state of Michigan, whose address is 1200 North Telegraph, Pontiac, Michigan 48341 and
the OAKLAND COMMUNITY HEALTH NETWORK (hereafter "OCHN"), a Michigan
Statutory Public Governmental Entity (MCL 330.1100a(12)), Federal Employer I.D. (#38-
3437521), created pursuant to the Michigan Mental Health Code (P.A. 1974, No. 258, MCL
330.1100, et seq., hereafter "Mental Health Code"), whose address is 5505 Corporate Drive Troy,
Michigan 48098. In this Agreement, either the OCHN or the County may also be referred to
individually as a "Party" or jointly as the "Parties."
In consideration of the mutual promises, obligations, representations, and assurances in this
Agreement, the Parties agree as follows:
1. PURPOSE OF AGREEMENT. County and OCHN enter into this agreement pursuant to
the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 ei.req., for the purpose
of providing the services described in Exhibit IV.
2. DEFINITIONS. In addition to any other defined terms in this Agreement (e.g.,
"Agreement," "County," "Mental Health Code," "OCHN," "Party," or "Parties," etc.), the
Parties agree that for all purposes, and as used throughout this Agreement, the following
words and expressions used throughout this Agreement, whether used in the singular or
plural, within or without quotation marks, or possessive or nonpossessive, shall be defined,
and interpreted as follows:
2.1. Agreement Documents mean the following documents, which this Agreement
includes and incorporates:
2.1.1. Exhibit I: Insurance Requirements
2.1.2. Exhibit II: Business Associate Agreement
2.1.3. Exhibit III: Financial and Reporting Obligations
2.1.4. Exhibit IV: Scope of Services
2.1.5. Exhibit V: Acknowledgement of Independent Contractor
2.1.6. Exhibit VI: MDOC Grant Agreement
2.2. Claim means any loss; complaint; demand for relief or damages; lawsuit; cause of
action; proceeding; judgment; penalty; costs or other liability of any kind which
is imposed on, incurred by, or asserted against the County or for which the County
may become legally or contractually obligated to pay or defend against, whether
commenced or threatened, including, but not limited to, reimbursement for
reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees,
court costs, investigation expenses, litigation expenses, or amounts paid in
settlement.
2.3. Concurrent Board Member shall be defined as any Oakland County
Commissioner who is also serving as a member of the OCHN Board.
2.4. Coon As this term may be used in this Agreement, "County" shall be further
defined to include any and all "County Agents," as defined herein.
2.5. County Agent shall be defined as any elected officials, appointed officials,
directors, board members, council members, commissioners, authorities, other
boards, committees, commissions, employees, third -party contractors,
departments, divisions, volunteers, representatives, "Concurrent Board Member",
or any such persons' successors (whether such persons act or acted in their personal
representative or official capacities). County Agent shall also include any person
who was a County Agent any time during the term of this Agreement but, for any
reason, is no longer employed, appointed, elected, or otherwise serving as a County
Agent.
2.6. OCHN as defined on the first page of this Agreement, and shall be further defined
to include any and all "OCHN Agents"' as defined herein.
2.7. OCHN Agent means any OCHN employee, officer, director, member, manager,
department, division, trustee, volunteer, attorney, licensee, contractor,
subcontractor, vendor, subsidiary, joint venturer, partner or agent of OCHN, and
any persons acting by, through, under, or in concert with any of the above, whether
acting in their personal, representative or official capacities. OCHN Agent shall
also include any person who was an OCHN Agent at any time during the term of
this Agreement but, for any reason, is no longer acting in that capacity.
Notwithstanding the above definition, OCHN Agent shall NOT include the County
or any Concurrent Board Member.
2.8. Day shall be defined as any calendar day, which shall always begin at 12:00:00
a.m. and end at 11:59:59 p.m.
2.9. Not -to -Exceed Amount means the yearly dollar amount listed in Exhibit III, unless
amended. The Not -to -Exceed Amount is not the County"s financial obligation
under this Agreement, but the maximum yearly amount that can be paid to OCHN.
3. GRANT COMPLIANCE. The Parties understand that this Agreement is funded
through a grant the County receives from the Michigan Department of Corrections/Office
of Community Correction (MDOC), which is attached and incorporated into this
Agreement as Exhibit VI. OCHN shall comply with all applicable grant requirements in
the MDOC Grant Agreement.
4. OCHN SERVICES FOR THE COUNTY. Subject to the terms and conditions
contained in this Agreement, and applicable changes in law, OCHN shall provide the
position (Access Liaison) and services described in Exhibit IV.
5. COUNTY FINANCIAL OBLIGATIONS FOR OCHN SERVICES. Subject to the
terms and conditions contained in this Agreement, and applicable changes in law, the
County's sole financial obligation under this Agreement shall be set forth in Exhibit III.
5.1. The Parties agree that the dollar amount in Exhibit III is subject to change, based
on the funding the County receives through the IMOC Grant Agreement. The
County will notify OCHN in writing in advance of any such change.
5.2. The yearly Not -to -Exceed Amount in Exhibit Ill is for fiscal years 2021, 2022, and
2023. If OCHN projects that its expenses will surpass the Not -to -Exceed Amount
for that year, OCHN will submit a written request to the County for additional funds
as soon as projections indicate a potential overage, but no later than September
30th of that fiscal year. Upon the County's receipt of this written request, the Parties
will discuss potential adjustments to the Not -to -Exceed Amount.
6. ASSURANCES.
6.1. Except as otherwise provided in this Agreement, each Party shall be responsible for
its own acts and the acts of its employees, agents, and subcontractors, the costs
associated with those acts, and the defense of those acts. In no event and under no
circumstances in connection with or as a result of this Agreement shall the County
be liable to OCHN, any OCHN Agent, or any other person, for any consequential,
incidental, direct, indirect, special punitive, or other similar damages whatsoever
(including, without limitation, damages for loss of business, profits, business
interruption, or any other pecuniary loss or business detriment) arising from the
services under this Agreement.
6.2. In any Claim that may arise from the performance of this Agreement, each Party
shall seek its own legal representation and bear the costs associated with such
representation, including judgments and attorney fees.
6.3. Except as otherwise provided for in this Agreement, neither Party shall have any
right under this Agreement or under any other legal principle to be indemnified or
reimbursed by the other Party or any of its agents in connection with any Claim.
6.4. This Agreement does not, and is not intended to, impair, divest, delegate or
contravene any constitutional, statutory, or other legal right, privilege, power,
obligation, duty or immunity of the Parties.
6.5. The Parties have taken all actions and secured all approvals necessary to authorize
and complete this Agreement. The persons signing this Agreement on behalf of each
Party have legal authority to sign this Agreement and bind the Parties to the terms
and conditions contained herein.
6.6. Each Party shall comply with all applicable laws, statutes, regulations, ordinances,
and professional standards.
7. INSURANCE. At all times during this Agreement, OCHN shall obtain and maintain
insurance in accordance with the specifications listed in Exhibit 1. OCHN shall require its
contractors and subcontractors not protected under OCHN's insurance policies to procure
and maintain insurance with coverages, limits, provisions, and clauses equal to those
required in this Agreement, and that are specifically endorsed to name "Oakland County"
as an additional insured.
8. NO IMPLIED WAIVER. Except as otherwise expressly provided for in this
Agreement:
8.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce
any rights or remedies under this Agreement shall constitute a waiver of those
rights with regard to any existing or subsequent breach of this Agreement.
8.2. No waiver of any tern, condition, or provision of this Agreement, 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 Agreement.
8.3. No waiver by either Party shall subsequently affect its right to require strict
performance of this Agreement.
9. RECORDS. OCHN will maintain all records and detailed documentation in connection
with the performance of this Agreement, including all financial records, for a period of not
less than seven (7) years from the date this Agreement is terminated, the date the final
expenditure report is submitted, or until any litigation and audit findings have been
resolved, whichever is later, unless a longer retention period is specified by OCHN's
retention and disposal schedule or is required under the law. OCHN shall provide the
County with reasonable access to such records and documentation upon request.
10. TERM AND RENEWAL.
10.1. Term. This Agreement shall be effective when signed by the parties pursuant to
Section 10.3, and shall remain in effect until it expires, without any further act or
notice, at 11:59:59 p.m. on September 30, 2023. If MDOC terminates its Grant
Agreement with the County and/or no longer provides funding for this Agreement,
then the County will provide OCHN written notice and terminate this Agreement.
10.2. Renewal. The Parties are under no obligation to renew or extend this Agreement.
This Agreement may only be renewed or extended by written amendment.
10.3. Legal Effect. This Agreement shall not become effective before all of the
following occur: (a) the Agreement is signed by all Parties, (b) the Agreement is
approved by the County's and the OCHN's governing bodies, the approval and
terms of the Agreement shall be entered in the official minutes of each of the
governing bodies and shall also be filed with the office of the Clerk of the County,
(c) all certificates of insurance required by this Agreement are submitted and
accepted by the County, (d) the Agreement is filed with the Michigan Secretary of
State.
11. AMENDMENTS. All amendments to this Agreement must be in writing and shall not
become effective unless the amendment is signed, approved, filed, and accepted as set
forth in Section 10.3 (Legal Effect). No other act, verbal representation, document, or
custom shall amend this Agreement in any manner.
12. TERMINATION FOR CONVENIENCE. Any Party may terminate or cancel this
Agreement upon thirty (30) calendar days written notice to the other Party without
incurring obligation or penalty of any kind. The effective date of termination or
cancellation shall be clearly stated in the notice. Termination or cancellation of this
Agreement does not release any Party from any obligations that Party has pursuant to any
law.
13. SUSPENSION. Upon written notice, any Party may suspend performance of this
Agreement if a Party has failed to comply with any law or any requirement contained in
this Agreement, as determined by the suspending Party. The right to suspend
performance is in addition to the right to terminate or cancel this Agreement. A Party
shall incur no penalty, expense, or liability if it suspends performance tinder this Section.
14. INDEPENDENT CONTRACTOR. The legal status and relationship of the Parties shall
be that of an independent contractor. Except as expressly provided herein, each Party will
be solely responsible for the acts of its own employees, agents, and servants during the
tern of this Agreement. No liability, right or benefits arising out of an employer/employee
relationship, either express or implied, shall arise or accrue to either Party as a result of
this Agreement.
14.1. Contractor Emplovee Identification. If requested by the County, OCHN
employees shall wear and display a County -provided identification badge at all
times while working on County premises. In order to receive a County identification
badge, an OCHN employee shall sign the "Acknowledgement of Independent
Contractor Status" form, Exhibit V to this Agreement. OCHN shall return all
County provided identification(s) upon completion of OCHN's obligations under
this Agreement.
15. BACKGROUND CHECK & VENDOR HANDBOOK. OCHN agrees that personnel
assigned to Community Corrections will submit to a criminal history record check, among
any other applicable requirements in MDOC's Grant Agreement, prior to commencing
work. The OCHN understands the County reserves the right to disapprove any individual
with a criminal record. Employees of the OCHN may also be required to sign a copy of
the MDOC vendor handbook, the purpose of which is to provide contractors with general
information regarding basic requirements of working with MDOC probationers.
16. DELEGATION/SUBCONTRACT/ASSIGNMENT.
16.1. Written Consent Required. Except as contemplated by this Agreement, neither
Party shall delegate, subcontract, or assign any obligations or rights under this
Agreement without the prior written consent of the other Party.
16.2. Responsibility for Assians/Delesates/Subcontractors. If a Party assigns,
delegates, or subcontracts this Agreement, in whole or in part, that Party shall remain
liable for performance of this Agreement and is solely responsible for the
management of assigns, delegates, and subcontractors.
16.3. Flow Down Clause Required; Any assignment, delegation or subcontract must
include a requirement that the assigns, delegates, or subcontractor will comply with
the terms and conditions of this Agreement. The assignment, delegation or
subcontract shall in no way diminish or impair performance of any term or condition
of this Agreement.
16.4. Indemnification and Insurance Required. Any assignment, delegation, or
subcontract must include a requirement that the contractor or subcontractor fully
defend and indemnify the County and County Agents for any acts of the assigns',
delegates', or subcontractor's related to their performance under this Agreement.
OCHN shall require its contractors and subcontractors, not protected under OCHN's
insurance policies, to procure and maintain insurance with coverages, limits,
provisions, and/or clauses equal to those required in this Agreement.
17. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the
Parties, this Agreement does not and is not intended to create any obligation, duly,
promise, contractual right or benefit, right to be indemnified, right to be subrogated to the
Parties' right in this Agreement, or any other right in favor of any other person or entity.
18. FORCE MAJEURE. Each Party shall be excused from any obligations under this
Agreement during the time and to the extent that a Party is prevented from performing
due to causes beyond their reasonable control, including but not limited to: (a) acts of
public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; or (f)
natural disasters. Reasonable notice shall be given to the affected Party of such event.
The Parties are expected, through insurance or alternative temporary or emergency
service arrangements, to continue their contractual duties or obligations if a reasonably
anticipated, insurable business risk, such as business interruption or any insurable
casualty or loss occurs.
19. DISCRIMINATION. The Parties shall not discriminate against an employee or an
applicant for employment in hiring, any terms and conditions of employment or matters
related to employment regardless of race, color, religion, sex, sexual orientation, gender
identity or expression, national origin, age, genetic information, height, weight, disability,
veteran status, familial status, marital status or any other reason, that is unrelated to the
person's ability to perform the duties of a particular job or position, in accordance with
applicable federal and state laws.
20. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of
this Agreement to be illegal or invalid, then the term, or condition, shall be deemed
severed from this Agreement. All other terms, conditions, and provisions of this
Agreement shall remain in full force.
21. CAPTIONS. Section and subsection numbers, captions, and any index to such sections
and subsections contained in this Agreement are intended for the convenience of the
reader and are not intended to have any substantive meaning. The numbers, captions,
and indexes shall not be interpreted or be considered as part of this Agreement. 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 Agreement shall be deemed the appropriate
plurality, gender or possession as the context requires.
22. NOTICES. Notices given under this Agreement shall be in writing and shall be
personally delivered, sent by express delivery service, certified mail, or first class U.S.
mail postage prepaid, and addressed to the person listed below. Notice will be deemed
given on the date when one of the following first 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.
22.1. If Notice is sent to the County, it shall be addressed and sent to: 1200 North
Telegraph, Pontiac, Michigan 48341.
22.2. If Notice is sent to the OCHN, it shall be addressed and sent to: 5505 Corporate
Drive, Troy, MI 48098.
22.3. Either Party may change the address and/or individual to which Notice is sent
by notifying the other Party in writing of the change.
23. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This
Agreement 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 Agreement 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
judgment obtained in such forum or taking action under this Agreement to enforce such
judgment in any appropriate jurisdiction.
24. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the
Parties along with the Agreement Documents. In entering into this Agreement, each Party
acknowledges that it has not relied upon any prior or contemporaneous agreement,
representation, warranty, or other statement by the other Parties that is not expressly set
forth in this Agreement, and that any and all such possible, perceived or prior agreements,
representations, understandings, statements, negotiations, understandings and
undertakings, whether written or oral, in any way concerning or related to the subject
matter of this Agreement are fully and completely superseded by this Agreement.
25. SURVIVAL OF TERMS AND CONDITIONS. The following terms and conditions
shall survive and continue in full force beyond the termination or cancellation of this
Agreement (or any part thereof) until the terms and conditions are fully satisfied or expire
by their nature: Section 2. Definitions, Section 4.00HNServices for the County, Section
5. County's Financial Obligations for OCHN Services, Section 6. Assurances, Section 7.
Insurance, Section 8. No Implied Waiver, Section 9. Records, Section 11. Amendments,
Section 14. Independent Contractor, Section 16, Delegation/Subcontract/Assignment,
Section 17. No Third -Party Beneficiaries, Section 18. Force Majeure, Section 20.
Severability, Section 22. Notice, Section 23. Governing Law/Consent to Jurisdiction and
Venue, Section 24. Entire Agreement, and Exhibit II (Business Associate Agreement).
OAKLAND COMMUNITY HEALTH NETWORK: BY:
DATE:
Dr. Nicole Lawson, PhD
Deputy Executive Director
BY: DATE:
Anya Eliassen,
Chief Financial Officer
THE COUNTY OF OAKLAND
BY: DATE:
Chairperson, Oakland County Board of Commissioners
EXHIBIT I: INSURANCE REQUIREMENTS
During this Agreement, OCHN shall provide and maintain, at its own expense, all insurance as
set forth and marked below, protecting the County and County Agents against any Claims, as
defined in this Agreement.
The insurance shall be written for not less than any minimum coverage herein specified. Limits of
insurance required in no way limit the liability of OCHN.
• Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations;
(b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal
and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors: (f)
Broad Form Contractual including coverage for obligations assumed in this Agreement;
$1,000,000 —Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$2,000,000 —Products & Completed Operations Aggregate Limit
$2,000,000 —General Aggregate Limit
$ 100,000 —Damage to Premises Rented to You (formally known as Fire Legal Liability)
Professional Liability/Errors & Omissions Insurance with minimum limits of $1,000,000 per
claim and $1,000,000 aggregate.
Workers' Compensation Insurance with limits statutorily required by any applicable Federal or
State Law and Employers Liability insurance with limits of no less than $500,000 each accident,
$500,000 disease each employee, and $500,000 disease policy limit.
1. ,Fully Insured or State approved self - insurer.
2. ❑ Sole Proprietors must submit a signed Sole Proprietor form
3. ❑ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC - 337
Certificate of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage arising
out of the use of any owned, hired, or non -owned automobile with a combined single limit of
$1,000,000 each accident. This requirement is waived if there are no company owned, hired or
non -owned automobiles utilized in the performance of this Contract.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each
occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary
coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary
Commercial General Liability limits to meet the combined limit requirement.
• Summlemental Coverages
Medical Malpractice with minimum limits of $3,000,000 per claim and $3,000,000 aggregate.
• General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following
terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of
compliance with all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other
insurance or self-insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under
any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of
the County;
3. Any and all deductibles or self -insured retentions shall be assumed by and be at the sole risk of the
OCHN;
4. The Commercial General Liability, Professional Liability, Commercial Automobile Liability and
Workers Compensation policies along with any required supplemental coverages shall be
endorsed to name the County of Oakland and it officers, directors, employees, appointees and
commissioners as additional insured where permitted by law and policy form;
5. Certificates of insurance must be provided no less than ten (10) Business Days prior to the
County's execution of the Contract and must bear evidence of all required terms, conditions
and endorsements; and
6. All insurance carriers must be licensed and approved to do business in the State of Michigan
and shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved
by the County Risk Management Department.
EXHIBIT II: BUSINESS ASSOCIATE AGREEMENT
(Health Insurance Portability and Accountability Act
Requirements)
Exhibit II is a Business Associate Agreement between OCHN ("Business Associate") and the
County ("Covered Entity'). This Exhibit is incorporated into the Agreement and shall be
hereinafter referred to as "Agreement." The purpose of this Agreement is to facilitate compliance
with the Privacy and Security Rules and to facilitate compliance with HIPAA and the HITECH
Amendment to HIPAA.
§1. DEFINITIONS. The following terms have the meanings set forth below for purposes of
the Agreement, unless the context clearly indicates another meaning. Terms used but not
otherwise defined in this Agreement have the same meaning as those terms in the Privacy
Rule.
1.1 Business Associate. "Business Associate" means the Contractor.
1.2 CFR. "CFR" means the Code of Federal Regulations.
1.3 Contract. "Contract' means the Interlocal Agreement between Oakland County and The
Oakland Community Health Network.
1.4 Contractor. "Contractor" means OCHN.
1.5 Covered Entity. "Covered Entity' means the County of Oakland as defined in the
Contract.
1.6 Designated Record Set. "Designated Record Set' is defined in 45 CFR 164.501.
1.7 Electronic Health Record. "Electronic Health Record" means an electronic record of
health -related information on an individual that is created, gathered, managed, and
consulted by authorized health care clinicians and staff.
1.8 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996.
1.9 HITECH Amendment. "HITECH Amendment' means the changes to HIPAA made by
the Health Information Technology for Economic and Clinical Health Act.
1.10 Individual. "Individual" is defined in 45 CFR 160.103 and includes a person who qualifies
as a personal representative in 45 CFR 164.502(g).
1.11 Privacy Rule. "Privacy Rule" means the privacy rule of HIPAA as set forth in the Standards for
Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts
A and E.
1.12 Protected Health Information. "Protected Health Information" or "PHF' is defined in 45
CFR 160.103, limited to the information created or received by Business Associate from or
on behalf of Covered Entity.
1.13 Required By Law. "Required By Law" is defined in 45 CPR 164.103.
1.14 Secretary. "Secretary" means the Secretary of the Department of Health and Human
Services or his or her designee.
1.15 Security Incident. "Security Incident' is defined in 45 CFR 164.304.
1.16 Security Rule. "Security Rule" means the security standards and implementation
specifications at 45 CFR part 160 and part 164, subpart C.
§2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE. Business Associate
agrees to perform the obligations and activities described in this Section
2.1 Business Associate understands that pursuant to the HITECH Amendment, it is subject to the
HIPAA Privacy and Security Rules in a similar manner as the rules apply to Covered Entity.
As a result, Business Associate shall take all actions necessary to comply with the HIPAA
Privacy and Security Rules for business associates as revised by the HITECH Amendment,
including, but not limited to, the following: (a) Business Associate shall appoint a HIPAA
privacy officer and a HIPAA security officer; (b) Business Associate shall establish policies
and procedures to ensure compliance with the Privacy and Security Rules; (c) Business
Associate shall train its workforce regarding the Privacy and Security Rules; (d) Business
Associate shall enter into a privacy/security agreement with Covered Entity;
(e) Business Associate shall enter into privacy/security agreements with its subcontractors
that perform functions relating to Covered Entity involving PHI; (0 Business Associate shall
conduct a security risk analysis; and (g) Business Associate shall provide documentation upon
request in relation to performance under this section.
2.2 Business Associate shall not use or disclose PHI other than as permitted or required by this
Agreement or as required by law.
2.3 Business Associate shall use appropriate safeguards to prevent use or disclosure of the PHI.
Business Associate shall implement administrative, physical, and technical safeguards
(including written policies and procedures) that reasonably and appropriately protect the
confidentiality, integrity, and availability of PHI that it creates, receives, maintains, or
transmits on behalf of Covered Entity as required by the Security Rule.
2.4 Business Associate shall 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 law or this
Agreement.
2.5 Business Associate shall report to Covered Entity any known Security Incident or any
known use or disclosure of PHI not permitted by this Agreement.
2.6 Effective September 23, 2009 or the date this Agreement is signed, if later, Business Associate
shall do the following in connection with the breach notification requirements of the HITECH
Amendment:
2.6.1 If Business Associate discovers a breach of unsecured PHI, as those terms are defined by 45
CFR 164.402, Business Associate shall notify Covered Entity without unreasonable delay but
no later than ten (10) calendar days after discovery. For this propose, "discovery" means the
first day on which the breach is known to Business Associate or should have been known by
exercising reasonable diligence. Business Associate shall be deemed to have knowledge of a
breach if the breach is known or should have been known by exercising reasonable diligence,
to any person, other than the person committing the breach, who is an employee, officer,
subcontractor, or other agent of Business Associate. The notification to Covered Entity shall
include the following: (a) identification of each individual whose unsecured PHI has been
breached or has reasonably believed to have been breached, and (b) any other available
information in Business Associate's possession that the Covered Entity is required to include
in the individual notice contemplated by 45 CFR 164.404.
2.6.2 Notwithstanding the immediate preceding subsection, Business Associate shall assume the
individual notice obligation specified in 45 CFR 164.404 on behalf of Covered Entity where
a breach of unsecured PHI was committed by Business Associate or its employee, officer,
subcontractor, or other agent of Business Associate or is within the unique knowledge of
Business Associate as opposed to Covered Entity. In such case, Business Associate shall
prepare the notice and shall provide it to Covered Entity for review and approval at least
five (5) calendar days before it is required to be sent to the affected individual(s). Covered
Entity shall promptly review the notice and shall not unreasonably withhold its approval.
2.6.3 Where a breach of unsecured PHI involves more than five hundred (500) individuals and
was committed by the Business Associate or its employee, officer, subcontractor, or other
agent or is within the unique knowledge of Business Associate as opposed to Covered
Entity, Business Associate shall provide notice to the media pursuant to 45 CFR 164.406.
Business Associate shall prepare the notice and shall provide it to Covered Entity for review
and approval at least five (5) calendar days before it is required to be sent to the media.
Covered Entity shall promptly review the notice and shall not unreasonably withhold its
approval.
2.6.4 Business Associate shall maintain a log of breaches of unsecured PHI with respect to
Covered Entity and shall submit the log to Covered Entity within thirty (30) calendar days
following the end of each calendar year, so that the Covered Entity may report breaches to
the Secretary in accordance with 45 CFR 164.408. This requirement shall take effect with
respect to breaches occurring on or after September 23, 2009.
2.7 Business Associate shall ensure that any agent or subcontractor to whom it provides PHI,
received from Covered Entity or created or received by Business Associate on behalf of
Covered Entity, agrees in writing to the same restrictions and conditions that apply to Business
Associate with respect to such information. Business Associate shall ensure that any such agent
or subcontractor implements reasonable and appropriate safeguards to protect Covered Entity's
PHI.
2.8 Business Associate shall provide reasonable access, at the written request of Covered
Entity, to PHI in a Designated Record Set to Covered Entity or, as directed in writing by
Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524.
2.9 Business Associate shall make any amendment(s) to PHI in a Designated Record Set that
the Covered Entity directs in writing or agrees to pursuant to 45 CFR 164.526.
2.10 Following receipt of a written request by Covered Entity, Business Associate shall make
internal practices, books, and records reasonably available to the Secretary in order to
determine Covered Entity's compliance with the Privacy Rule. The afore mentioned
materials include policies and procedures and PHI relating to the use and disclosure of PHI
received from Covered Entity or created or received by Business Associate on behalf of
Covered Entity.
2.11 Business Associate shall document disclosures of PHI and information related to such
disclosures, to permit Covered Entity to respond to a request by an Individual for: (a) an
accounting of disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective
January 1, 2011 or such later effective date prescribed by regulations issued by the U.S.
Department of Health and Human Services, an accounting of disclosures PHI from an
Electronic Health Record in accordance with the HITECH Amendment.
2.12 Following receipt of a written request by Covered Entity, Business Associate shall provide
to Covered Entity or an Individual information collected in accordance with Section 2 to
permit Covered Entity to respond to a request by an Individual for: (a) an accounting of
disclosures of PHI in accordance with 45 CFR 164.528 or (b) effective as of January 1,
2011 or such later effective date prescribed by regulations issued by the U.S. Department of
Health and Human Services, an accounting of disclosures of Protected Health Information
from an Electronic Health Record in accordance with the HITECH Amendment.
§3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. Business
Associate may use and disclose PHI as set forth in this Section.
3.1 Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI
to perform functions, activities, or services for or on behalf of Covered Entity as specified
in the underlying service agreement between Covered Entity and Business Associate,
provided that such use or disclosure shall not violate the Privacy Rule if done by Covered
Entity or the minimum necessary policies and procedures of the Covered Entity. If no
underlying service agreement exists between Covered Entity and Business Associate,
Business Associate may use or disclose PHI to perform functions, activities, or services for
or on behalf of Covered Entity for the purposes of payment, treatment, or health care
operations as those terms are defined in the Privacy Rule, provided that such use or
disclosure shall not violate the Privacy Rule if done by Covered Entity or the minimum
necessary policies and procedures of the Covered Entity.
3.2 Except as otherwise limited in this Agreement, Business Associate may use PHI for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate, provided that disclosures are Required by Law or
Business Associate obtains reasonable assurances in writing from the person to whom the
information is disclosed that: (a) the disclosed PHI will remain confidential and will be
used or further disclosed only as Required by Law or for the purpose for which it was
disclosed to the person and (b) the person notifies the Business Associate of any known
instances in which the confidentiality of the information has been breached.
3.4 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide
data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.5 Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with 45 CFR 164.5020)(1).
§4. OBLIGATIONS OF COVERED ENTITY.
4.1 Covered Entity shall notify Business Associate of any limitation(s) of Covered Entity in its
notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such
limitation may affect Business Associate's use or disclosure of PHI.
4.2 Covered Entity shall notify Business Associate of any changes in or revocation of
permission by an Individual to use or disclose PHI, to the extent that such changes may
affect Business Associate's use or disclosure of PHI.
4.3 Covered Entity shall use appropriate safeguards to maintain and ensure the confidentiality,
privacy and security of PHI transmitted to Business Associate pursuant to this Agreement,
the Contract, and the Privacy Rule, until such PHI is received by Business Associate,
pursuant to any specifications set forth in any attachment to the Contract.
4.4 Covered Entity shall manage all users of the services including its qualified access, password
restrictions, inactivity limeouls, downloads, and its ability to download and otherwise process
PH I.
4.5 The Parties acknowledge that Covered Entity owns and controls its data.
4.6 Covered Entity shall provide Business Associate with a copy of its notice of privacy practices
produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or
limitation(s) to such notice, to the extent such changes or limitations may affect Business
Associate's use or disclosure of PHI. Covered Entity shall provide Business Associate with
any changes in or revocation of permission to use or disclose PHI, to the extent the changes or
revocation may affect Business Associate's permitted or required uses or disclosures. To the
extent that the changes or revocations may affect Business Associate's permitted use or
disclosure of PHI, Covered Entity shall notify Business Associate of any restriction on the use
or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR Section
164.522. Covered Entity may effectuate any and all such notices of non -private information
via posting on Covered Entity's web site.
§5. EFFECT OF TERMINATION.
5.1 Except as provided in Section 5, upon termination of this Agreement or the Contract, for
any reason, Business Associate shall return or destroy (at Covered Entity's request) all PHI
received from Covered Entity or created or received by Business Associate on behalf of
Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors
or agents of Business Associate. Business Associate shall retain no copies of PHI.
5.2 if Business Associate determines that returning or destroying the PHI is infeasible, Business
Associate shall provide to Covered Entity written notification of the conditions that make
return or destruction infeasible. Upon receipt of written notification that return, or
destruction of PHI is infeasible, Business Associate shall extend the protections of this
Agreement to such PHI and shall limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as Business Associate
maintains such PHI, which shall be for a period of at least six (6) years.
§6 MISCELLANEOUS.
6.1 This Agreement is effective when the Contract is executed or when Business Associate
becomes a Business Associate of Covered Entity and both Parties sign this Agreement, if
later. However, certain provisions have special effective dates, as set forth herein or as set
forth in HIPAA or the HITECH Amendment.
6.2 Reeulatory References. A reference in this Agreement to a section in the Privacy Rule or
Security Rule means the section as in effect or as amended.
6.3 Amendment. The Parties agree to take action to amend this Agreement as necessary for
Covered Entity to comply with the Privacy and Security requirements of HfPAA. If the
Business Associate refuses to sign such an amendment, this Agreement shall automatically
terminate.
6.4 Survival. The respective rights and obligations of Business Associate and Covered Entity
under this Agreement shall survive the termination of this Agreement and/or the Contract.
EXHIBIT III: FINANCIAL AND REPORTING
OBLIGATIONS
The yearly Not -To -Exceed Amount of this Agreement is $45,000 for fiscal years 2021, 2022, and
2023. Consequently, the County will reimburse OCHN up to $3,750 per month, and up to $45,000
per fiscal year for expenses associated with an Access Liaison position, as described in Exhibit 1V.
OCHN shall submit expenditure reports to Anita Lindsay at the Oakland County Community
Corrections by email (lindsaya(aoakgov.com) on a monthly basis, and no later than 15 (fifteen)
days after the close of each calendar month.
OCHN will be reimbursed monthly, after the expenditure report is reviewed and approved by the
Community Corrections Manager.
The Not -To -Exceed Amount of this Agreement is the maximum possible financial obligation of
Oakland County, regardless of OCHN's total costs and expenditures under this Agreement.
EXHIBIT IV: SCOPE OF SERVICES
The Oakland County Community Corrections Division (OCCCD) has been awarded funds through
the Michigan Department of Corrections/Office of Community Corrections Grant for fiscal year
2021 to contract with Oakland Community Health Network (OCHN) to provide services to
offenders/defendants referred to Community Corrections programming. The MDOC Grant may
be renewed yearly. This Agreement shall remain in effect through fiscal year 2023, unless
terminated in accordance with Section 10 or Section 12 of this Agreement.
Job Summary:
The Access Liaison's primary responsibility is to provide mental health/substance use disorder
eligibility screening for individuals involved in Community Corrections programs. The goal of the
Access Liaison is to provide outreach and intervene as quickly as possible for individuals involved
in the criminal justice system, in order to prevent or reduce recidivism and divert people from jail.
The Access Liaison will screen individuals for eligibility to receive OCHN substance use disorder
and/or mental health services in order to link individuals with services and decrease the likelihood
of recidivism; improve the quality of life for those individuals with a mental illness/substance use
disorder, or both, who are involved in the justice system; and improve outcomes for this
population. In addition to linking these individuals to appropriate treatment, the Access liaison will
provide short-term therapeutic services to those with a mental illness who do not meet criteria for
OCHN services. The Access Liaison may also facilitate offenders within a group setting in order
to achieve the above objectives. The type of group and curriculum will be agreed upon by both
parties. The Access Liaison position will perform the specified job functions at Community
Corrections offices located in Troy and Pontiac, Monday through Friday.
Essential Functions:
• Provides appropriate consultation, recommendations, and collaboration to support OCHN's
strategic priorities and outcomes for the targeted population.
• Determines eligibility for individuals new to the system and follows up with the selected
Provider, or links individuals to appropriate community resources, if determined ineligible.
• Participates as a team member with other staff in the review of services for individuals as well as
for the program.
• Represents the agency to the community in a manner that fosters the mission and goals of OCHN
and promotes interagency cooperation through working with other community agencies.
• Identifies gaps, systems barriers, and community needs through interagency collaboration.
• Acts as primary liaison between OCHN and its Provider Network, Oakland County Community
Corrections, Oakland County Courts, and the community.
• Prepares verbal, written, and statistical reports for use within and outside the agency while
observing appropriate regulatory content and timeline requirements.
• Participates in relevant meetings, workshops, and conferences and serves on committees as
necessary or as requested.
• Conducts mental health and/or substance use screenings and recommends proper course of action.
Maintains necessary clinical information for the OCHN system, as well as the Community
Corrections/Court systems.
• Supports the application process to access Medicaid.
EXHIBIT V
ACKNOWLEDGEMENT OF INDEPENDENT EMPLOYMENT STATUS
acknowledge that I am an employee or subcontractor of
(Name of Contractor's Company):
(hereinafter "Comoanv") under the County's Interlocal Agreement with OCHN for an Access Liaison
position, and
• At all times during my assignment at Oakland County, I will remain an employee or
subcontractor of the Company
f 1 am not an employee of Oakland County; and,
• 1 may not represent myself as an employee of Oakland County.
I understand that:
• Company is responsible for establishing the conditions of my assignment to Oakland County; and
Company is solely responsible for compensating me for my services; and
• I understand and agreethatas an employee or subcontractor of Company, I am not eligibleto participate
in oraccrue any benefits under any of Oakland Countvs employee benefits or benefit plans, including
retirement, deferred compensation, insurance (including without limitation: health, disability dental and
life insurance), vacation pay, and any other similar plans and programs. However, if I am a retired County
employee, I may receive vested post -employment benefits such as retiree healthcare and pension
benefits from Oakland County. I understand that the post -retirement benefits I receive from the County
cannot be enhanced by my work forthe above Contractor.
I acknowledge that:
• 1 have no copyright, patent, trademark or trade secret rights to any Oakland County Intellectual
Property or any work developed by me while providing services to Oakland County; and,
• If I will be given access to the County Network, I will comply with the Oakland County Electronic
Communications and Use of Technology Policy.
• I will comply with and sign the FBI Criminal Justice Information Services Security Addendum if I
will have access to C11S Data.
Signed: Date:
Print Name:
Witness: Date:
Print Name:
*Contractor or Contractor Employee must provide a copy of completed form to the Compliance Office -
Purchasing Unit at PurchasinaCrvookaov.com to receive a County Identification badge.
EXHIBIT VI: MDOC GRANT AGREEMENT
Resolution #21021
January 21, 2021
Moved by Gingell seconded by Nelson the resolutions on the Consent Agenda be adopted.
AYES. Charles, Gershenson, Gingell, Hoffman, Jackson, Joliat, Kochenderfer, Kowall, Kuhn,
Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward,
Cavell. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted.
Moved by Gingell seconded by Kowall MR #21002 be amended as follows:
Add the following Commissioners as co-sponsors of the resolution:
Bob Hoffman, District #2; Adam Kochenderfer, District #15; Eileen Kowall, District #6;
Thomas Kuhn, District #12; Christine Long, District #7; Gary MrGillivray, District #20; Chuck
Moss, District #12; Philip Weipert, District #8; Charlie Cavell, aistrict #18; Yolanda Charles,
District #17; Janet Jackson, District #21; Karen Joliat, District #4; Penny Luebs, District #16;
Gwen Markham, District #9; William Miller, District #14; Kristen Nelson, District #5; Angela
Powell, District #10
Discussion followed.
A sufficient majority having voted in favor the amendment carried.
4j ^, , _ UL,
t HHM2RL�°�RPMETHIS Re SOLUTI 1019
CHIEF DEPUTY COUNTY E%ECUTME
ACTING PURSUANT TO MICL 45 r.59A'(1)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 January 21,
2021, 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 Circuit Court at Pontiac,
Michigan this 21s' day of January, 2021.
Lisa Brown, Oakland County