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HomeMy WebLinkAboutResolutions - 2025.03.18 - 41953 AGENDA ITEM: Memorandum of Understanding between Oakland Community Health Network and the Oakland County Probate Court DEPARTMENT: Probate Court MEETING: Board of Commissioners DATE: Tuesday, March 18, 2025 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2025-5071 Motion to approve the Memorandum of Understanding between Oakland Community Health Network and the Oakland County Probate Court; further, authorize the Chair of the Board of Commissioners to execute the attached agreement. ITEM CATEGORY SPONSORED BY Contract Penny Luebs INTRODUCTION AND BACKGROUND The purpose of this MOU (1) outlines the collaboration between OCHN and the County to establish and maintain a comprehensive framework for providing Assisted Outpatient Treatment in Oakland County and (2) satisfies grant compliance requirements. For persons who have been ordered to receive involuntary mental health treatment by the Oakland County Probate Court, for a combination of hospitalization and Assisted Outpatient Treatment (AOT) or AOT only, OCHN is required to submit a treatment plan to the court within 33 days of the order for treatment. We have a software program which allows the Oakland Probate Court to electronically send the orders for treatment to OCHN and for OCHN to submit the treatment plan to the court. There are also electronic reminders as to when the plans are due to the court. POLICY ANALYSIS OCHN is the grant recipient while the Oakland County Probate Court is a collaborating partner of OCHN. The attached MOU has been reviewed and approved by Corporation Counsel. There are no fees associated with the attached MOU. With the help of this grant, OCHN is now able to attend deferral hearings for persons for whom a mental health petition for involuntary treatment has been filed with the court and set for hearing. Once a person defers their court hearing, they are basically agreeing to voluntarily participate in treatment. The deferral is obtained by a meeting with the individual, their attorney, a hospital rep and a now, (with the help of this grant), a OCHN rep. The deferral is to provide the individual with information as to the treatment plan, in and out of the hospital, and for the hearing procedure. The individual then decides if they will comply with the recommended treatment without a court order. The statute which requires OCHN’s participation is: MCL 330.1455 (3) “The subject of a petition who is hospitalized pending the court hearing, within 72 hours after the petition and clinical certificates have been filed with the court, shall meet with legal counsel, a treatment team member assigned by the hospital director, a person assigned by the executive director of the responsible community mental health services program or other program as designated by the department, (This would be a person designated by Oakland County Health Network) and, if possible, a person designated by the subject of the petition, in order to be informed of all of the following: (a) The proposed plan of treatment in the hospital. (b) The nature and possible consequences of commitment procedures. (c) The proposed plan of treatment in the community consisting of either an alternative to hospitalization or a combination of hospitalization and assisted outpatient treatment with hospitalization not to exceed 60 days. (d) The right to request that the hearing be temporarily deferred, with a continuing right to demand a hearing during the deferral period. The deferral period shall be 60 days if the individual chooses to remain hospitalized, or 180 days if the individual chooses outpatient treatment or a combination of hospitalization and outpatient treatment.” FISCAL IMPACT: No Budget Amendment Needed Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional information. CONTACT Barb Andruccioli Chris Bujak, Chief Court Business Operations ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 3/20/2025 AGENDA DEADLINE: 03/18/2025 9:30 AM ATTACHMENTS 1. 2025-2567-MOU OC Probate Court COMMITTEE TRACKING 2025-03-11 Public Health & Safety - Recommend to Board 2025-03-18 Full Board - Adopt Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Ann Erickson Gault Yes: Marcia Gershenson, Yolanda Smith Charles, Charles Cavell, Ann Erickson Gault, Linnie Taylor, Robert Smiley, David Woodward, Michael Spisz, Penny Luebs, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell (15) No: None (0) Abstain: None (0) Absent: Michael Gingell, Karen Joliat, William Miller III, Brendan Johnson (4) Passed Oakland Community Health Network Agreement Number 2025-2567 Page 1 of 12 MEMORANDUM OF UNDERSTANDING Number 2025-2567 Between Oakland Community Health Network And Oakland County Probate Court This Memorandum of Understanding (“MOU”) is entered into between Oakland Community Health Network (“OCHN”), whose address is 5505 Corporate Drive, Troy, MI 48098-2614 and Oakland County Probate Court (“County”), whose address is 1200 North Telegraph, Pontiac, Michigan 48341. Collectively, OCHN and County shall be referred to as the “Parties”. §1 PURPOSE The purpose of this Memorandum of Understanding (“MOU”) outlines the collaboration between OCHN and the County to establish and maintain a comprehensive framework for providing Assisted Outpatient Treatment (“AOT”) in Oakland County. §2 OBJECTIVES 2.1 Access to Care and Coordination of Services  Designate points of contact within both organizations to facilitate communication and coordination of care.  Regularly schedule meetings to discuss ongoing cases, address challenges and enhance service delivery. 2.2 Training and Community Engagement  Provide training for the Parties, providers and the community on mental health issues, trauma informed care, judicial processes and requirements related to AOT. §3 TERM This MOU shall be effective January 1, 2025 and remains in effect until December 31, 2025, unless terminated sooner as provided in this MOU. §4 RESPONSIBILITIES Oakland County Probate Court responsibilities:  Facilitate the legal processes required for AOT  Provide court related support to individuals in the AOT program Oakland Community Health Network Agreement Number 2025-2567 Page 2 of 12  Collaborate with OCHN to ensure compliance with legal standards Oakland Community Health Network responsibilities:  Provide / coordinate mental health assessment, treatment and ongoing support for AOT participants.  Maintain communication with the Probate Court regarding treatment progress and compliance. §5 CONFIDENTIAL INFORMATION 5.1 If OCHN discloses confidential information to the County's employees, agents, and other parties pertaining to OCHN's past, present and future activities, the County must instruct its employees to regard all information gained by each person as a result of the Services to be performed as information which is confidential and not to be disclosed to any organization or individual without the prior written consent of OCHN. County shall fully protect the confidentiality of any documents or information containing medical or other personal information concerning an individual served or employee and, in that regard, the County agrees to follow all applicable confidentiality laws including HIPAA, the HITECH revisions and the Michigan Mental Health Code. If a Business Associate Agreement is required, it has been executed and attached hereto as an Attachment. 5.2 The County agrees to take appropriate action with respect to its employees to ensure that the obligations of nonuse and non-disclosure of confidential information concerning this Contract can be fully satisfied. This includes proper training and agreements as necessary. §6 TERMINATION Either Party, upon a minimum of thirty (30) days written notice to the other Party, may cancel and/or completely terminate this MOU for any reason, including convenience, without incurring any penalty, expense, or liability to the Institute beyond fees for service already rendered under this MOU. The effective date for any such termination to be clearly stated in the notice. §7 DATA / REPORTING Collect and share data relevant to AOT implementation and its impact on service delivery. §8 NO IN-KIND SERVICES Unless expressly provided herein, this MOU does not authorize any in-kind services by either party. §9 GOVERNING LAW This MOU shall be governed by the laws of the State of Michigan and any dispute arising from or relating to this MOU shall be heard in a competent court located in Oakland County, Michigan. Oakland Community Health Network Agreement Number 2025-2567 Page 3 of 12 §10 AMENDMENTS This MOU may be amended only with the mutual consent of OCHN and Oakland County Probate Court. §12 DISPUTE RESOLUTION All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this MOU involving or affecting the Parties may first be submitted to the respective project manager (if applicable) and administrators for possible resolution. §13 RELATIONSHIP OF PARTIES Nothing in this MOU is intended to establish an employer-employee relationship between OCHN and the County or any County employees. In no event shall County employees be deemed employees, agents, volunteers, or subcontractors of the OCHN. §14 REPRESENTATIONS Each Party represents and warrants as follows: (i) the individual executing this MOU on behalf of such Party is duly authorized to execute and deliver this MOU on behalf of said Party; (ii) it has the power and authority to execute, deliver and perform its obligations under this MOU; (iii) this MOU has been duly and validly authorized by all necessary corporate action on the part of such Party; and (iv) this MOU is not in violation of or inconsistent or contrary to the provisions of any other agreement to which such Party is a party. §15 WARRANTIES AND ASSURANCES 15.1 County warrants that before entering into this MOU, it had a full opportunity to review all OCHN requirements and/or expectations for this MOU. County is responsible for being adequately and properly prepared to execute this MOU. The County has satisfied itself in all material respects that it will be able to perform the MOU as specified herein. 15.2 The County certifies that all statements, assurances, records, and materials submitted to the OCHN in connection with seeking and obtaining this MOU have been truthful, complete, and accurate. 15.3 If the Parties agree to this MOU to follow any of the County’s policies, such as acceptable use or privacy policies, then the County shall retain each version of such policy with the effective dates and shall promptly provide such to the OCHN, if requested. 15.4 If any part of this MOU is supported or paid for with any state, federal, or other third- party funds granted to the OCHN, then the County shall comply with all applicable grant requirements. Upon request of the County, the OCHN shall provide the County with a copy of the applicable grant requirements. 15.5 Except as otherwise expressly provided in this MOU, each Party shall be responsible for the costs and expenses associated or needed to perform its own responsibilities to Oakland Community Health Network Agreement Number 2025-2567 Page 4 of 12 perform this MOU. including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties, and each Party shall also be responsible for any costs and expenses due to the actions or inactions of its own employees or agents. 15.6 The County is responsible for providing all equipment and supplies to perform this MOU, which are not expressly required to be provided by the OCHN. Notwithstanding the foregoing, OCHN acknowledges that certain deliverables will require OCHN have access to certain equipment to make use of such deliverables. IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities of the day and year listed below. For Oakland Community Health Network: BY: ____________________________ Trisha Zizumbo, MSA, CHES Chief Operating Officer DATE: ____________________________ BY: ____________________________ Robert Blumenfeld Chief Financial Officer DATE: ____________________________ For Contractor: BY: ___________________________ David Woodward Board of Commissioners Chair DATE:____________________________ Oakland Community Health Network Agreement Number 2025-2567 Page 5 of 12 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”), is entered into by and between Oakland County Probate Court (the “Business Associate” also referred to as “Contractor”) and the Oakland Community Health Network (OCHN, also referred to as Covered Entity) with an address at 5505 Corporate Dr., Troy, MI 48098 (each a “Party” and collectively the “Parties”). The Parties currently have a contract or agreement dated January 1, 2025 under which the Business Associate regularly uses and/or discloses Protected Health Information (PHI). Business Associate shall maintain the security and confidentiality of such PHI as required of Covered Entity by applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the regulations promulgated thereunder. This Agreement sets forth the terms and conditions pursuant to which Protected Health Information that is provided by, or created or received by, the Business Associate from or on behalf of the Covered Entity, will be handled between the Business Associate, its subcontractors and the Covered Entity during the term of their Agreement and after its termination. The Parties agrees as follows: 1. PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION 1.1. Use of PHI. Business Associate may disclose PHI for purposes authorized by this agreement only to its employees, subcontractors and agents, in accordance with Section 2.1.5, as directed by the Covered Entity or as otherwise permitted by the terms of this Agreement. Business Associate may use PHI for purposes of managing its internal business processes related to its functions as specified in its contract or agreement with OCHN. 1.2. Disclosure of PHI. Disclosure to third parties. Business Associate shall not disclose PHI to any other person (other than members of Business Associate’s workforce), except as permitted by applicable laws and regulations under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Business Associate shall not disclose PHI to any member of its workforce unless Business Associate has trained workforce member on the privacy and confidentiality requirements under HIPAA including the role and responsibilities as a Business Associate of the Contractor. Business Associate shall take appropriate disciplinary action against any member of its workforce who uses or discloses PHI in violation of this agreement. Business Associate acknowledges that in receiving, storing, processing, or otherwise dealing with any patient records from Covered Entity, it is fully bound by the regulations in 42 C.F.R. Part 2, and, if necessary, will resist in judicial proceedings any efforts to obtain access to patient identifying information related to substance use disorder diagnosis, treatment, or referral for treatment except as permitted by 42 C.F.R. Part 2. Oakland Community Health Network Agreement Number 2025-2567 Page 6 of 12 2. RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PROTECTED HEALTH INFORMATION 2.1. Responsibilities of the Business Associate. With regard to its use and/or disclosure of Protected Health Information, the Business Associate hereby agrees to do the following: 2.1.1. Use and/or disclose the Protected Health Information only as permitted or required by this Agreement or as otherwise required by law. 2.1.2. Maintain a record of all disclosures of PHI made otherwise than permitted by this agreement, including the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure. Business Associate shall make such record available to Covered Entity upon request. 2.1.3. Establish procedures for mitigating, to the greatest extent possible, any deleterious effects from any improper use and/or disclosure of Protected Health Information that the Business Associate reports to the Covered Entity. 2.1.4. Use commercially reasonable efforts to maintain the security of the Protected Health Information and to prevent unauthorized use and/or disclosure of such Protected Health Information. 2.1.5. Report to the Covered Entity within twenty-four (24) hours of any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of Unsecured Protected Health Information as required by 45 CFR 164.410, and any Security Incident of which it becomes aware. 2.1.6. Require all of its subcontractors and agents that receive or use, or have access to, Protected Health Information under this Agreement to agree, in writing, to adhere to the same restrictions and conditions on the use and/or disclosure of Protected Health Information that apply to the Business Associate under this Agreement. 2.1.7. Make available all records, books, agreements, policies, and procedures relating to the use and/or disclosure of Protected Health Information to the Secretary of HHS for purposes of determining the Covered Entity’s compliance with the Privacy Regulation, subject to attorney-client and other applicable legal privileges. 2.1.8. Upon prior written request, make available during normal business hours at Business Associate’s offices all records, books, agreements, policies, and procedures relating to the use and/or disclosure of Protected Health Information to the Covered Entity for purposes of enabling the Covered Entity to determine the Business Associate’s compliance with the terms of this Agreement. 2.1.9. Respond to requests from individuals served for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528. Oakland Community Health Network Agreement Number 2025-2567 Page 7 of 12 2.1.10. Disclose to its subcontractors, agents or other third parties, and request from the Covered Entity, only the minimum Protected Health Information necessary to perform or fulfill a specific function required or permitted hereunder. 2.1.11. Assure that all persons served by the Business Associate in the course of performing the duties of this contract are provided with a copy of the organization’s Notice of Privacy Practices. An acknowledgment of the individual’s receipt of this document must be maintained in the individual’s record. 2.2. Responsibilities of the Covered Entity. With regard to the use and/or disclosure of Protected Health Information by the Business Associate, the Covered Entity hereby agrees: 2.2.1. to inform the Business Associate of any changes in the form of notice of privacy practices (the “Notice”) that the Covered Entity has made available to provider for individuals pursuant to 45 C.F.R. §164.520, and provide the Business Associate a copy of the Notice currently in use. 2.2.2. to notify the Business Associate, in writing and in a timely manner, of any arrangements permitted or required of the Covered Entity under 45 C.F.R. part 160 and 164 that may impact in any manner the use and/or disclosure of Protected Health Information by the Business Associate under this Agreement, including, but not limited to, restrictions on use and/or disclosure of Protected Health Information as provided for in 45 C.F.R. § 164.522 agreed to by the Covered Entity. 2.2.3. that Business Associate may make any use and/or disclosure of Protected Health Information permitted under 45 C.F.R. § 164.512 except as prohibited by state law. 3. ADDITIONAL RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PROTECTED HEALTH INFORMATION 3.1. Responsibilities of the Business Associate with Respect to Handling of Designated Record Set. The Business Associate hereby agrees to do the following: 3.1.1. at the request of, and in the time and manner designated by OCHN, provide access to the Protected Health Information to OCHN or the individual to whom such Protected Health Information relates, or his or her authorized representative, in order to meet a request by such individual under 45 C.F.R. § 164.524. 3.2. Responsibilities of OCHN with Respect to the Handling of the Designated Record Set. Protected Health Information constitutes a Designated Record Set. Therefore, OCHN hereby agrees to do the following: 3.2.1. direct any individual requesting access or requesting an amendment to PHI to the appropriate contractor pursuant to 45 C.F.R. § 164.524. Oakland Community Health Network Agreement Number 2025-2567 Page 8 of 12 4. SECURITY OBLIGATIONS 4.1. Sections 164.308, 164.310, 164.312 and 164.316 of title 45, Code of Federal Regulations, apply to the Business Associate in the same manner that such sections apply to the Covered Entity. The Business Associate’s obligations include but are not limited to the following: 4.1.1. Implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Health Information that the Business Associate creates, receives, maintains, or transmits on behalf of the covered entity as required by HIPAA; 4.1.2. Ensuring that any agent, including a subcontractor, to whom the Business Associate provides such information agrees to implement reasonable and appropriate safeguards to protect the data; and 4.1.3. Reporting to the Covered Entity any security incident of which it becomes aware. 5. PRIVACY OBLIGATIONS 5.1. To comply with the privacy obligations imposed by HIPAA, Business Associate agrees to: 5.1.1. Not use or further disclose information other than as permitted or required by the Covered Entity or as required by law; 5.1.2. Abide by any Individual’s request to restrict the disclosure of Protected Health Information consistent with the requirements of Section 13405(a) of the HITECH Act; 5.1.3. Use appropriate safeguards to prevent use or disclosure of the information other than as provided for by the contract agreement; 5.1.4. Report to the Covered Entity any use or disclosure of the information not provided for by the contract agreement of which the Business Associate becomes aware; 5.1.5. Ensure that any agents, including a subcontractor, to whom the Business Associate provides Protected Health Information received from the Covered Entity or created or received by the Business Associate on behalf of the Agency agrees to the same restrictions and conditions that apply to the Business Associate with respect to such information; 5.1.6. Make available to the Covered Entity within ten (10) days, Protected Health Information to comply with an Individual’s right of access to their Protected Health Information in compliance with 45 C.F.R. § 164.524 and Section 13405(f) of the HITECH Act; Oakland Community Health Network Agreement Number 2025-2567 Page 9 of 12 5.1.7. Make available to the Covered Entity within ten (10) days Protected Health Information for amendment and incorporate any amendments to Protected Health Information in accordance with 45 C.F.R. § 164.526 within fifteen (15) days; 5.1.8. Make available to the Covered Entity within fifteen (15) days the information required to provide an accounting of disclosures in accordance with 45 C.F.R. § 164.528 and Section 13405(c) of the HITECH Act; 5.1.9. Make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from the Covered Entity or created or received by the Business Associate on behalf of the Covered Entity, available to the Secretary for purposes of determining the Covered Entity’s compliance with HIPAA; 5.1.10. To the extent practicable, mitigate any harmful effects that are known to the Business Associate of a use or disclosure of Protected Health Information or a Breach of Unsecured Protected Health Information in violation of the contract agreement; 5.1.11. Use and disclose an Individual’s Protected Health Information only if such use or disclosure is in compliance with requirements of 45 C.F.R. § 164.504(e); 5.1.12. Refrain from exchanging any Protected Health Information with any entity of which the Business Associate knows of a pattern of activity or practice that constitutes a material breach or violation of HIPAA or this Addendum; 5.1.13. To comply with Section 13405(b) of the HITECH Act when using, disclosing, or requesting Protected Health Information in relation to the contract agreement by limiting disclosures as required by HIPAA; 5.1.14. Refrain from marketing activities that would violate HIPAA, specifically Section 13406 of the HITECH Act. 6. PERMISSIVE USES 6.1. The Business Associate may use or disclose Protected Health Information that is disclosed to it by the Agency under the following circumstances: 6.1.1. Business Associate may use the information for its own management and administration and to carry out the legal responsibilities of the Business Associate. 6.1.2. Business Associate may disclose the information for its own management and administration in furtherance of the services under the Agreement and to carry out the legal responsibilities of the Business Associate if the disclosure is required by law. 7. BREACH NOTIFICATION Oakland Community Health Network Agreement Number 2025-2567 Page 10 of 12 7.1. In the event that the Business Associate discovers a Breach of Unsecured Protected Health Information, the Business Associate agrees to take the following measures within twenty-four (24) hours after the Business Associate first becomes aware of the incident: 7.1.1. To notify the Covered Entity of any incident involving the acquisition, access, use or disclosure of Unsecured Protected Health Information in a manner not permitted under 45 C.F.R. part E. Such notice by the Business Associate shall be provided without unreasonable delay, except where a law enforcement official determines that a notification would impede a criminal investigation or cause damage to national security. For purposes of clarity for this provision, Business Associate must notify the Covered Entity of any such incident within the above timeframe even if Business Associate has not conclusively determined within that time that the incident constitutes a Breach as defined by HIPAA. For purposes of this Agreement, the Business Associate is deemed to have become aware of the Breach as of the first day on which such Breach is known or reasonably should have been known to such entity or associate of the Business Associate, including any person, other than the individual committing the Breach, that is an employee, officer or other agent of the Business Associate or an associate of the Business Associate; 7.1.2. To include the names of the Individuals whose Unsecured Protected Health Information has been, or is reasonably believed to have been, the subject of a Breach; 7.1.3. To include a draft letter for the Covered Entity to reference which will be used to notify the Individuals that their Unsecured Protected Health Information has been, or is reasonably believed to have been, the subject of a Breach. The draft letter must include, to the extent possible: 7.1.3.1. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; 7.1.3.2. A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as full name, Social Security Number, date of birth, home address, account number, disability code, or other types of information that were involved); 7.1.3.3. Any steps the Individuals should take to protect themselves from potential harm resulting from the Breach; 7.1.3.4. A brief description of what the Covered Entity and the Business Associate are doing to investigate the Breach, to mitigate losses, and to protect against any further Breaches; and Oakland Community Health Network Agreement Number 2025-2567 Page 11 of 12 7.1.3.5. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, web site, or postal address. 8. INDEMNIFICATION FOR BREACH NOTIFICATION 8.1. Each Party agrees to be responsible for the costs, expenses, and damages arising from or related to the actions of its own employees or agents associated with any incident involving the acquisition, access, use or disclosure of Unsecured Protected Health Information by the Business Associate or any subcontractor in a manner not permitted under 45 C.F.R. Part E. 9. REPRESENTATIONS AND WARRANTIES 9.1. Mutual Representations and Warranties of the Parties. 9.1.1. That all of its employees, agents, representatives and members of its workforce, whose services may be used to fulfill obligations under this Agreement are trained on the privacy and confidentiality requirements under HIPAA and are informed of the role of the entity as a Business Associate of the Contractor. Each party agrees to operate in accordance with HIPAA regulations. 9.1.2. That it will reasonably cooperate with the other Party in the performance of the mutual obligations under this Agreement. 10. TERMS AND TERMINATION 10.1. Effect of Termination. Upon the event of termination pursuant to this Section 5, the Business Associate agrees to retain all Protected Health Information pursuant to 45 C.F.R. § 164.504(e)(2)(I), the Michigan Mental Health Code, 330.1746, section 746 (1) & (2), and Policy on Records Retention, Medicaid Chapter I Records Retention. Provider agrees to extend any and all protections, limitations and restrictions contained in this agreement after the termination of the contract. 11. MISCELLANEOUS 11.1. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. 11.2. Disputes. If any controversy, dispute or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally. Oakland Community Health Network Agreement Number 2025-2567 Page 12 of 12 12. DEFINITIONS 12.1. Designated Record Set. Any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for the Business Associate. Protected health information contained in any form of medical record, operational or financial database, or billing system constitutes a designated record set. Designated Record Set shall have the meaning set out in its definition at 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised. 12.2. Protected Health Information. Any information, including demographic information that has the potential of linking the identity of the patient to their health record. Applies to information transmitted or maintained in any form or medium, including electronic, paper, and oral. Protected Health Information shall have the meaning as set out in its definition at 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended, or revised. 13. The parties agree to enter into a mutually acceptable amendment to this agreement as necessary to comply with any applicable updates to federal laws and regulations governing the use and/or disclosure of individually identifiable health information. IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed in its name and on its behalf effective as of date shown on page 1. Oakland Community Health Network Business Associate / Contractor Signature: Signature: Printed Name: Callana Ollie Printed Name: David Woodward Title: Senior Corporate Counsel Title: Board of Commissioners Chair Date: Date: