2-26-083 Attachment A - Sample Contract.pdf

Professional Services Contract

WALWORTH COUNTY REV. 10/17 1

Approved ________ Enacted 10/2017

ATTACHMENT A

Standard County Agreement #26-083 Temporary Housing

Walworth County

Professional Services Contract

Project Number: 26-083

Services to be provided: Temporary Housing

Contract Period:

01/01/2027 – 12/31/2028 with the option to renew the Contract for three (3) additional one (1)-year periods

Contract Amount: $

County:

Organization Name: Walworth County

Address:

100 West Walworth Street Elkhorn, WI 53121

Walworth County Point of Contact : Rachel Morgan

Telephone: 262-741-3380

E-mail: rmorgan@co.walworth.wi.us

Consultant:

Organization Name:

Address:

Street City, State Zip

Consultant Point of Contact:

NAME OF PERSON RESPONSIBLE FOR DAY TO

DAY ACTIVITIES OF CONTRACT

Telephone:

E-mail:

mailto:rmorgan@co.walworth.wi.us

WALWORTH COUNTY REV. 10/17 2

Approved ________ Enacted 10/2017

PROFESSIONAL SERVICES CONTRACT

Parties This Contract is between Walworth County whose business address is, 100 West Walworth Street, /Elkhorn, WI 53121, hereinafter referred to as the County and Vendor Name whose business address is Vendor Address hereinafter referred to as Consultant.

This Contract sets forth the responsibilities, time and cost of services provided by Consultant.

Article 1 – Services to be Provided

Section 1.1 Services to be Provided The County agrees to engage the Consultant as an independent contractor for the purpose of providing services for Temporary Housing.

at the following location(s):

ENTER NAME AND ADDRESS OF LOCATION(s)

Services shall be provided in accordance with Walworth County’s Request for Proposal and the proposal submitted by the Consultant which are attached as the following exhibits and made a part of this Contract.

Exhibit A – Walworth County Request for Proposal #26-083 for Temporary Housing Exhibit B – Proposal from [Enter Consultant Name]

Article 2 – Term

This Contract is to be effective for the period 01/01/2027 through 12/31/2028 with the option to renew the Contract for three (3) additional one (1)-year periods under the same terms and conditions upon mutual agreement.

Article 3 –Performance

Section 3.1 Regulations The Consultant agrees to comply with all the requirements of all applicable federal, state and local laws.

Section 3.2 Inability to Provide Quality Services The Consultant shall notify the County immediately in writing and deliver in person or by registered mail whenever it is unable to provide the quality of services agreed to in the contract. Upon such notification, the County and Consultant shall determine whether such inability will require a revision or termination of this Contract. (See Article 15 “Revision or Termination of this Contract.”)

Section 3.3 Remedies In the event the Consultant fails to provide services or creates errors which results in the County being obliged to perform the required services, the County will be reimbursed the total cost of the County employees’ wages including benefits and all other costs directly incurred by the County for corrective actions taken.

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Section 3.4 Documentation of Quality of the Services Provided The Consultant shall retain all documentation necessary to adequately demonstrate the time, cost, duration, location, scope, quality and effectiveness of services rendered under the Contract. The County reserves the right to not pay for services reported by the Consultant that are not supported by documentation required under this Contract.

Section 3.5 Standards for Performance in Delivery of Services The County will monitor the Consultant’s performance and will use the results of this monitoring to evaluate the Consultant’s ability to provide adequate services to the County. If the Consultant fails to meet contract goals and expected results, the County may reduce or terminate the Contract immediately.

Section 3.6 Force Majeure Neither party shall be in default by reason of any failure in the performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Article 4 – Payment and Allowable Costs

Section 4.1 Amount Paid Under Contract The maximum payment under this Contract is $______________ pursuant to Exhibit B. Actual total payment will be based upon the services authorized by the County and the amount of services performed by the Consultant. It is understood and agreed by all parties that the County assumes no obligation to purchase from the Consultant any minimum amount of services as defined in the terms of this Contract.

Section 4.2 Reimbursement of Expenses The County is not liable to the Consultant for any expenses paid or incurred by the Consultant unless otherwise agreed in writing.

Section 4.3 Taxes The Consultant understands that they are responsible for all applicable taxes. Neither federal, nor state, nor local income tax nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Consultant or any employees of the Consultant. The Consultant shall provide the Walworth County Department of Finance with a federal employer identification or social security number to allow for proper reporting to federal tax authorities.

Section 4.4 Invoicing and Payment The Consultant will invoice the County pursuant to this agreement. All invoices are to be mailed to Walworth County Finance Department – Accounts Payable Division, 100 West Walworth Street, Elkhorn, WI 53121 or emailed to apsupport@co.walworth.wi.us. Unless otherwise agreed, Walworth County will pay properly submitted vendor invoices within forty five (45) days of receipt of services. Payment will not be made until services are accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order, if applicable. Walworth County’s preference is to pay for services on procurement card (P-card). However, if P-card is unacceptable, payment will be made in accordance with the above.

mailto:apsupport@co.walworth.wi.us

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Section 4.5 Payment in Excess of Earned Amount The Consultant shall return to the County any funds paid in excess of the amount earned under this Contract within 90 days of the end of the Contract period. If the Consultant fails to return funds paid in excess of the amount earned, the County may recover the excess payment from subsequent payments made to the Consultant or through other collection means.

Article 5 – Confidentiality

Section 5.1 Confidentiality The Consultant acknowledges that the information disclosed during the performance of this Contract is confidential and/or proprietary to the County. Such information shall not be disclosed to third parties without written consent from the County.

The Consultant shall establish and maintain procedures and controls for the purpose of assuring that no information in its records or information obtained from the County or from others in carrying out its function is disclosed. The County reserves the right to review such procedures to ensure acceptability to the County. Any person(s) requesting information should be referred directly to the County. This provision shall survive the termination, cancellation or expiration of this Agreement.

Section 5.2 Contract Not Confidential Except for documents identified as an exception to Wis. Stats. S. 19.36(3), the Contract and all related documents are not confidential.

Section 5.3 Promotional Advertising Reference to or use of Walworth County, any of its departments, or sub-units or any County official or employee for commercial promotion is prohibited.

Article 6 – Conflict of Interest

The Consultant shall ensure the establishment of safeguards to prevent employees, consultants, or members of the board from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties.

Article 7 – Debarment and Suspension

The Consultant certifies through signing this Contract that neither the Consultant nor any of its principals are on the state or federal government list of debarred contractors with the effective dates during this Contract. In addition, the Consultant shall notify the County within (5) five business days in writing and send by registered mail if the Consultant or its principals receive a designation from the state or federal government that they are debarred, suspended, proposed for debarment, or declared ineligible by a state or federal agency. The County may consider suspension or debarment to be cause for implementing high risk contract provisions under Article 16 “Special conditions for high risk contract” or for revising or terminating the Contract under Article 15 “Revision or termination of this Contract.”

Article 8 – Warranty

The Consultant warrants that the services provided shall be performed by qualified and competent personnel in accordance with industry practice and the high standards of care and practice appropriate to the nature of the services rendered.

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Article 9 – Independent Contractor

Section 9.1 Independent Contractor Nothing in this Contract shall create a partnership or joint venture between the County and the Consultant. The Consultant is at all times acting as an independent contractor and is in no sense an employee, agent or volunteer of the County. The Consultant is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of the County.

Section 9.2 Contract Not Assignable This Contract is not assignable, in whole or in part, by the County or Consultant without written consent of Walworth County.

Section 9.3 Sub-Contracting The Consultant agrees that no sub-contract with a third party, for all or any part of the Consultant’s responsibilities identified in this Contract, may be entered into without prior written approval of the County. The County agrees not to withhold approval for the Consultant to sub-contract, provided the sub-consultant abides by the terms and conditions of this Contract. Regardless of the participation of an approved sub-consultant, The Consultant agrees to retain primary responsibility for the fulfillment of its obligations under this Contract. The Consultant shall be fully responsible to the County for the acts, errors and omissions if his subconsultants and/or persons either directly or indirectly employed by them as he is for the acts, errors and omissions of persons directly employed by the Consultant.

This provision shall survive the termination, cancellation or expiration of this Agreement.

Section 9.4 No Authority to Bind County The Consultant has no authority to enter into contracts on behalf of the County. This Contract does not create a partnership between the parties.

Section 9.5 No Construction All terms and conditions included in this Contract are understood as NO CONSTRUCTION AGAINST ANY PARTY. This Contract is the product of informed negotiations between the County, the parties, all of whom are acknowledged to have been represented by competent and informed counsel. If any part of this Contract is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties.

Article 10 – Indemnity and Insurance

Section 10.1 Indemnity To the proportional extent the Consultant is negligent, Consultant agrees that it will, at all times during the existence of this Contract, indemnify the County, its officers, agents and employees against any and all liability, including claims, demands, damages, actions or causes of actions; together with any and all losses, costs or expense, including attorney fees, where such liability is founded upon or grows out of the acts, errors or omissions of the Consultant, its employees, agents or subconsultants.

However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs or expenses caused by the County. This provision shall survive the termination, cancellation or expiration of this Agreement.

Section 10.2 Insurance The Consultant agrees that, in order to protect itself as well as the County under the indemnity provision set forth in the above paragraph, the Consultant will at all times during the terms of this Contract keep in force a liability insurance policy issued by a company authorized to do business in the State of Wisconsin and licensed by the Office of the Commissioner of Insurance. Such insurance shall be primary. The types of insurance coverage shall be pursuant to Exhibit A.

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The County reserves the right to increase, decrease and/or add additional insurance if necessary.

The Consultant acknowledges that its indemnification liability to the County is not limited by the limits of this insurance coverage.

In the event of any action, suit, or proceedings against the County upon any matter indemnified against, the County shall notify the Consultant by registered mail within five business days.

Modifications to the types of coverage, limits, and/or other terms should not be made without the approval of the County’s Risk Manager.

Article 11 – License, Certification, and Staffing

Section 11.1 License and Certification The Consultant shall meet local, state and federal service standards and applicable state training, licensure and certification requirements as expressed by local, state and federal rules and regulations applicable to the services covered by this Contract. The Consultant shall attach copies of its license or certification document and the most recent licensing or certification report concerning the Consultant to this Contract when returning the signed Contract to the County. During the Contract period, if applicable, the Consultant shall also send the County copies of any licensing inspection reports within 5 business days of receipt of such reports.

Section 11.2 Staffing The Consultant shall ensure that staff providing services are properly supervised and trained and that they meet all of the applicable licensing and certification requirements.

Section 11.3 Professional Status The Consultant shall remain licensed to do business in the State of Wisconsin during the term of this Agreement.

Article 12 – Records

Section 12.1 Ownership All deliverables and /or other products of this Contract (including but not limited to all procedures, solicitation packages, reports, records, summaries and any other matter and materials prepared by the Consultant in performance of this Contract) will be the sole, absolute and exclusive property of the County, free from any claims or retention of rights, thereto on the part of the Consultant, its agents, subconsultant, officers or employees.

Section 12.2 Maintenance of Records The Consultant shall maintain and retain such records and financial statements as required by state and federal laws, rules, and regulations.

Section 12.3 Examination of Records The County shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, transcribe, and copy, on the Consultant’s premises, any of the Consultant’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Consultant shall provide copies of the data storage media or a computer printout of such if the County so requests. Any charges for copies of books, documents, papers, records, computer data, storage media or computer printouts provided

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Article 13 – Reporting

The Consultant shall comply with the reporting requirements of the County. All reports shall be in writing and, when applicable, in the format specified by the County. All reports shall be supported by the Consultant’s records. All reports shall be hand delivered to the County, sent by secure e-mail, or sent to the County via registered mail at the address listed in this Contract, if required. This provision shall survive the termination, cancellation or expiration of this Agreement.

Article 14 – Resolution of Disputes

Section 14.1 Appeal The Consultant may appeal decisions of the County in accordance with the terms and conditions of the Contract and Wis. Stats Chapter 68.

Section 14.2 Choice of Law Any dispute under this Contract or related to this Contract shall be decided in accordance with the laws of the State of Wisconsin and venue for any legal action between parties shall be in Walworth County Circuit Court. This provision shall survive the termination, cancellation or expiration of this Agreement.

Article 15 – Revision or Termination of this Contract

Section 15.1 Cause for Revision or Termination of this Contract Failure to comply with any part of this Contract may be considered cause for revision or termination of this Contract. The County may terminate this Contract at any time immediately for good cause. The County may permit the Consultant a reasonable amount of time to cure a breach of the terms of this Contract, if the breach is amenable to a cure. The County shall not unreasonably withhold such permission.

Section 15.2 Amendments All changes that are mutually agreed upon by and between the County and the Consultant, including any increase or decrease in the amount of the Consultant’s compensation, shall be in writing and designated as written amendments to this Contract.

Section 15.3 Severability If any part of this Contract shall be held unenforceable, the rest of this Contract will nevertheless remain in full force and effect.

Section 15.4 Termination of this Contract Either party may terminate this Contract by a 90-day written notice to the other party. The parties shall deal with each other in good faith during the 90-day period after notice of intent to terminate has been given.

In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other materials related to the services prepared by the Consultant under this Contract shall, at the option of the County, become the property of the County.

Upon termination, the County’s liability shall be limited to the costs incurred by the Consultant up to the date of termination. If the County terminates the Contract for reasons other than non-performance

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Approved ________ Enacted 10/2017 by the Consultant, the County may compensate the Consultant for its actual allowable costs in an amount determined by mutual agreement of both parties. If the County terminates the Contract for the Consultant’s breach, the Consultant may be liable for any additional costs the County incurs for replacement services and the County may withhold any payments to the Consultant for the purpose of set-off until such time as the exact amount of damages due to the County from the Consultant is determined.

Article 16 – Special Provisions for High Risk Contract

During the course of the Contract, the County may determine that this Contract is high risk as a result of evaluating the Consultant’s performance or other factors. Determination of high risk status could result in the County unilaterally implementing the following changes:

a. Modifying the payment method to a cost reimbursement basis;

b. Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given funding period;

c. Requiring additional, more detailed financial reports;

d. Performing additional project monitoring;

e. Requiring the Consultant to obtain technical or management assistance;

f. Establishing additional prior approvals; or

g. Other conditions that the County considers appropriate considering the circumstances.

The Consultant may appeal these changes under Article 14 “Resolution of Disputes,” or it may request renegotiation of the Contract or give notice of termination of the Contract under Article 15 “Revision or Termination of this Contract.”

Article 17 – Nondiscrimination/Affirmative Action

In connection with the performance of work under this Contract, the Consultant agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in Wis. Stats. S. 51.01 (5), sexual orientation as defined in Wis. Stats., s. 111.32(13m), or national origin. This provision shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Consultant further agrees to take affirmative action to ensure equal employment opportunities. Failure to comply with the conditions of this clause may result in the Consultant(s) becoming declared an ineligible Consultant, termination of the Contract, or withholding of payment.

Article 18 – Additional Provisions

Section 18.1 Order of Precedence In the event of conflict with the incorporated elements of the Contract, the following order of precedence shall prevail:

• Walworth County Professional Services Contract

• Exhibit A – Request for Proposal for 26-083 Temporary Housing

• Walworth County Standard Terms and Conditions

• Exhibit B – Proposal from CONSULTANT dated

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Article 19 – Health Insurance Portability and Accountability Act of 1996 “HIPAA” Applicability

Section 19.1 General Applicability The Consultant agrees to comply with the federal regulations implementing the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) to the extent those regulations apply to the goods and/or services the Consultant provides or purchases with funds provided under this Contract.

Section 19.2 Business Associate Agreement In addition, certain functions included in this Contract are covered by HIPAA and HITECH rules. As such the County must comply with all provisions of the law and has determined that Consultant is a “Business Associate” within the context of the law. As a result, the County requires Consultant to sign and return with this Contract the Business Associate Agreement, which will be included and made part of this Contract.

Section 19.3 Agreement on Consultant Use of Protected Health Information (PHI) In providing certain administrative services the Consultant is a Business Associate of Walworth County Department of Health and Human Services under HIPAA and HITECH and must comply with the agreement on its use of PHI. Consistent with that agreement, the Consultant agrees to comply with the same restrictions and conditions on PHI that apply to the County. These restrictions apply to PHI received by the Consultant from the County and to PHI created or received by the Consultant on behalf of the County. The restrictions and conditions are included in the Business Associate Agreement.

Section 19.4 Billing and Collection Procedures County and Consultant must conduct any electronic health care administrative transactions covered by HIPAA & HITECH consistent with the Electronic Transactions and Code Sets Rule.

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Signatures

This Contract becomes null and void if the time between the County’s authorized representative signature and the Consultant’s authorized representative signature on this Contract exceeds sixty days.

For County Walworth County Typed Name: Jessica Conley Title: Finance Director

Signature:

Date:

For Consultant

Typed Name:

Title:

Signature:

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Business Associate Addendum

This Addendum is incorporated into the Agreement by and between Walworth County Department Name a “Covered Entity” (Herein after called Purchaser), and Vendor Name a “Business Associate" (Herein after called “Provider”) In the event of conflicting terms or conditions, whichever is more restrictive shall apply.

RECITAL

This Addendum is intended to comply with the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), HIPAA’s implementing regulations, Title 45, Parts 160 and 164 of the Code of Federal Regulations. This document reflects the breach notification regulations issued August 24, 2009 and interpretation of the provisions in the HITECH Act of the American Recovery and Reinvestment Act.

AGREEMENTS

1. Coverage of Purchaser's Activities on Provider's Behalf Under HIPAA.

(a) Except as set forth in subsection 1(b) of this section, Purchaser and Provider acknowledge that Provider may be considered a Business Associate of Purchaser due to the provision of qualifying services to Purchaser under this Agreement. Provider agrees to comply with requirements applicable to Business Associates as set forth below with respect to its activities under this Agreement.

(b) If there are changes or clarifications to the HIPAA statute, regulations or guidance issued by the U.S. Department of Health and Human Services such that Provider is no longer deemed to be a “Business Associate”, then Provider shall not be required to comply with this Addendum.

2. Definitions. Capitalized terms used in this Addendum shall have the meanings given to them in

Title 45, Parts 160 and 164 of the Code of Federal Regulations, and ARRA/HITECH Title XIII Section 13400; § 164.402.

3. Permitted Uses and Disclosures. Except as otherwise limited in this Addendum, Provider may use or disclose PHI & EPHI to perform functions, activities, or services for, or on behalf of, Purchaser as specified in the Service Agreement, only to the extent necessary to satisfy Provider’s obligations under this agreement.

4. Use of PHI & EPHI for Certain Provider Operations. Provider may use or disclose PHI & EPHI it creates or receives for or from Purchaser only to the extent necessary for Provider's proper management and administration or to carry out Provider's legal responsibilities, or if:

(a) The disclosure is required by law; or

(b) Provider obtains reasonable assurance, evidenced by written contract, from any person or organization to which Provider shall disclose such PHI & EPHI that such person or organization shall:

(i) hold such PHI & EPHI in confidence and use or further disclose it only for the purpose for which Provider disclosed it to the person or organization or as required by law;

and

(ii) notify Provider (who shall in turn promptly notify Purchaser) of any instance of which

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(iii) except as otherwise limited in this Addendum, Provider may use PHI & EPHI to provide Data Aggregation services to Purchaser as permitted by 45 CFR § 164.504(e)(2)(i)(B).

(iv) Provider may use PHI & EPHI to report violations of law to appropriate Federal and State authorities, consistent with § 164.502 (j) (1).

5. Health Information Safeguards. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical safeguards to prevent the improper use or disclosure of any PHI and EPHI received from or on behalf of Purchaser and shall comply with the Privacy and Security provisions of HIPAA as they apply to Provider.

6. Electronic Health Information Security and Integrity. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical security measures in compliance with Section 1173(d) of the Social Security Act, Title 42, section 1320d-2(d) of the United States Code and Title 45, Part 142 of the CFR to preserve the integrity and confidentiality of all electronically maintained or transmitted Health Information received from or on behalf of Purchaser pertaining to an Individual. Provider shall document and keep these security measures current.

7. Protection of Exchanged Information in Electronic Transactions. If Provider conducts any Standard

Transaction for or on behalf of Provider, Provider shall comply, and shall require any subcontractor or agent conducting such Standard Transaction to comply, with each applicable requirement of Title 45, Part 162 of the CFR. Provider shall not enter into or permit its subcontractors or agents to enter into any Trading Partner Agreement in connection with the conduct of Standard Transactions for or on behalf of Provider that: (a) changes the definition, Health Information condition or use of a Health Information element or segment in a Standard; (b) adds any Health Information elements or segments to the maximum defined Health Information set; (c) uses any code or Health Information elements that are either marked "not used" in the Standard's Implementation Specification or are not in the Standard's Implementation Specification(s); or (d) changes the meaning or intent of the Standard's Implementation Specification(s).

8. Obligations and Activities of Provider.

(a) Provider agrees to not use or disclose PHI & EPHI other than as permitted or required by the Addendum or as Required by Law.

(b) Provider agrees to use appropriate safeguards to prevent use or disclosure of PHI & EPHI other than as provided for by this Addendum.

(c) Provider agrees to mitigate, to the extent practicable, any harmful effect that is known to Provider of a use or disclosure of PHI & EPHI by Provider in violation of the requirements of this Addendum.

(d) Provider shall report to Purchaser any use or disclosure of PHI & EPHI not authorized by this Addendum. Provider shall make the report to Purchaser’s Privacy Official, not less than one business day after Provider learns of such unauthorized use or disclosure.

(e) If Provider provides any PHI & EPHI which was received from, or created for, Purchaser to a subcontractor or agent, then Provider shall require such subcontractor or agent to agree by a written contract to the same restrictions and conditions as are imposed on Provider by this Agreement.

(f) Provider agrees to provide access, inspect or copy PHI & EPHI in Provider’s custody or control that pertains to such Individual as required by 45 CFR §164.524.

(g) Provider shall, upon receipt of notice from Purchaser, promptly amend or correct PHI & EPHI received from or on behalf of Purchaser.

(h) Provider shall make its internal practices, books and records, including policies and procedures

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Approved ________ Enacted 10/2017 relating to the use and disclosure of PHI & EPHI received from or on behalf of, or created for, Purchaser available to Purchaser, or at the request of Purchaser, to HHS or its designee for the purpose of determining Purchaser’s compliance with provisions of Title 45, Parts 160 and 164 of the CFR. Provider shall promptly notify Purchaser of communications with HHS regarding PHI & EPHI provided by or created by Purchaser and shall provide Purchaser with copies of any information Provider has made available to HHS under this provision.

(i) Provider agrees to document and to provide Purchaser with a list of those disclosures of PHI & EPHI made by Provider or its subcontractors or agents for which Purchaser is required to account, pursuant to 45 CFR 164.528. Provider agrees to provide to Purchaser information collected to permit Purchaser to respond to a request by an Individual for an accounting of disclosures of PHI & EPHI in accordance with 45 CFR 528. Provider will make a log of disclosure information available to Purchaser within five (5) business days of Purchaser’s request.

9. Obligations and Activities of Purchaser.

(a) Purchaser shall notify Provider of any limitation(s) in its notice of privacy practices of Purchaser, to the extent that such limitation may affect Provider’s use or disclosure of PHI & EPHI.

(b) Purchaser shall notify Provider of any changes in, or revocation of, permission by Individual to use or disclose PHI & EPHI, to the extent that such changes may affect Provider’s use or disclosure of PHI & EPHI.

(c) Purchaser shall notify Provider of any restrictions to the use or disclosure of PHI & EPHI that Purchaser has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Provider’s use or disclosure of PHI & EPHI.

(d) Purchaser shall not request Provider to use or disclose PHI & EPHI in any manner that would not be permissible under the Privacy Rule if done by Purchaser.

10. Reporting of an Incident/Breach, Unauthorized Disclosures or Misuse of PHI (occurrence): Business

Associate shall report to Covered Entity including those occurrences reported to Business Associate by its subcontractors or agents, a discovery of breach or any use or disclosure of PHI which is not in compliance with the terms of this Addendum. An occurrence of PHI shall be treated as “discovered” as of the first day on which such occurrence is known to the business associate, or, by exercising reasonable diligence would have been known to the business associate.

(a) The Business Associate shall provide notice to the Covered Entity of the occurrence. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by the Business Associate to have been accessed, acquired, or disclosed during such occurrence.

(b) Investigation of Occurrence. Within one business day of the discovery, the Business Associate shall notify the Covered Entity’s Privacy Officer. The Business Associate shall immediately conduct an investigation and report in writing within 60 days the following information:

(i) Each individual who’s PHI has been or is reasonably believed to have been accessed, acquired, or disclose during the occurrence.

(ii) A brief description of what happened, including the date of the occurrence and the date of the discovery of the occurrence, if known.

(iii) A description of the types of protected health information that were involved in the occurrence (such as full name, social security number, date of birth, home address, account number, etc.).

(iv) A brief description of what the Business Associate is doing to investigate the occurrence, to mitigate losses and to protect against further occurrences.

(v) The actions the Business Associate has undertaken or will undertake to mitigate any harmful effect of the occurrence, and

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(vi) A corrective action plan that includes the steps the Business Associate has taken or shall take to prevent future similar occurrences.

(c) Notification to Individuals. At the Covered Entity’s option, the Business Associate will be responsible for notifying individuals of the occurrence when the Covered Entity requires notification and to pay any cost of such notifications, as well as any costs associated with the breach, including but not limited to credit monitoring. The Business Associate must obtain the Covered Entity’s approval of the time, manner and content of any such notifications, provide the Covered Entity with copies of the notifications, and provide the notifications within sixty

(60) days after discovery of the breach. The Business Associate shall have the burden of demonstrating to the Covered Entity that all notifications were made as required, including any evidence demonstrating the necessity of any delay beyond the 60 day calendar notification requirement to affected individuals after the discovery of the breach by the Covered Entity or Business Associate.

11. Mitigating Effect of an Incident/Breach, Unauthorized Discloures or Misuse of PHI.

Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a misuse or unauthorized disclosure of PHI by Business Associate in violation of the requirements of this Addendum. The Business Associate shall reasonably cooperate with the Covered Entity's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such threatened or actual breach, or to recover its PHI, including complying with a reasonable Corrective Action Plan.

12. Term and Termination.

(a) Except as set forth in Subsection 10(b), upon termination, cancellation, expiration or other conclusion of this Agreement, Provider, if feasible, shall return to Purchaser or destroy all PHI and all Health Information, in whatever form or medium (including in any electronic media under Provider's custody or control), that Provider received from or on behalf of Provider, including any copies of and any Health Information or compilations derived from and allowing identification of such PHI or such Health Information. This provision shall apply to PHI and EPHI that is in the possession of subcontractors or agents of Provider. Provider shall complete such return or destruction as promptly as possible, but not later than 30 days after the effective date of the termination, cancellation, expiration or other conclusion of this Agreement. Within such 30-day period, Provider shall certify on oath in writing to Purchaser that such return or destruction has been completed or, if return or destruction is not feasible written justification explaining why such PHI could not be returned or destroyed.

(b) Section 10(a) shall not apply to any PHI, EPHI and Health Information that Provider is required to retain in its business capacity, including but not limited to treatment records and billing records that Provider must retain pursuant to state laws and regulations. To the extent possible, this Subsection 10(b) shall constitute written justification explaining why such PHI cannot be returned or destroyed. Provider shall provide additional written justification upon the request of Purchaser at the termination of the Agreement.

13. Automatic Amendment. Upon the effective date of any amendment to the regulations promulgated by HHS with regard to any obligations for Providers under HIPAA, this Agreement shall automatically amend so that the obligations imposed on Provider remain in compliance with such regulations.

14. Survival. The respective rights and obligations of Provider under this Addendum to protect PHI &

EPHI shall survive any termination, cancellation, expiration or other conclusion of this Agreement.

WALWORTH COUNTY REV. 10/17 15

Approved ________ Enacted 10/2017

IN WITNESS WHEREOF, duly authorized representatives of each of PURCHASER and the PROVIDER have executed this BAA as of the Effective Date.

Vendor Name:

By:

Printed Name:

Title:

Walworth County:

By:

Printed Name: Jessica Conley

Title: Finance Director

HIPAA/Business Associate Addendum Revised September 2015