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Southwest Center BUSINESS ASSOCIATE AGREEMENT TERMS & CONDITIONS I. DESCRIPTION Pursuant to this Agreement, once accepted by both parties, Maricopa County Department of Public Health (hereinafter MCDPH) mid-level providers will provide Southwest Center (SWC) with the following assistance: • to assist SWC meet the healthcare needs of their clients by providing STD treatment for presumed or definitive syphilis, gonorrhea, chlamydia infections and STD testing for HIV, syphilis, gonorrhea and chlamydia. This Agreement is entered into in Phoenix, Arizona as of the day and year written below, by and between Southwest Center and: Individual or Organization: Maricopa County Department of Public Health Contact: 1645 E. Roosevelt, Phoenix, AZ 85006 Phoenix Az. 85006 0: (602) 506-6364 E-mail: tommickey@mail.maricopa.gov ALL TERMS IN THIS AGREEMENT are subject to the rules, regulations and policies of Southwest Center. This agreement sets forth the terms and conditions pursuant to which MCDPH will have access to Southwest Center's client level data and data systems to implement the agreed upon project scope of work, as follows: (A) Limited Use. SWC grants MCDPH access to and use of client level data for the purpose of this agreement per the terms of this agreement from the date this agreement is signed by both parties and for no other purpose. (B) Details and Fees. Work Times: It is expected that all work will be performed by MCDPH at Southwest Center during MCDPH's scheduled shifts and immediately before and after shift (up to 60 minutes) to prepare for clients and complete charting. No remote access will be issued. Space: One exam room Fees: Fee for appointment for STD treatment is $15.00 with all revenue allocated to Southwest Center. Clients will not be denied access to services if they not have the financial means to pay. Parking: Parking is available on-site in the main lot off of 1" Street in any space not marked "Reserved" or "Patient" parking. II. Health information management and privacy. MCDPH, a covered entity, is subject to the requirements of the Health Insurance Portability and Accountability Act of 1 996 (HIPAA), including the Standards of Privacy of Individually Identifiable Health Information (45 CFR Parts 1 60 and 1 64; a.k.a. the Privacy Rule). The provisions of this section shall be effective and enforceable by the parties upon execution of this Agreement and shall terminate when: a. Access to systems necessary to accomplish the scope of work is terminated, and/or b. If it is infeasible to return or destroy Protected Health Information (PHI), protections are extended to such information, in accordance with the laws of the State of Arizona regarding disclosure of confidential health related information pursuant to ARS § 36-661 et.seq. DEFINITIONS "Protected Health Information" (PHI) means information, including demographic information, that (a) relates to the past, present or future physical or mental health condition of a client; the provision of health care to an individual ,or the past, present or future payment for the provision of health care to an individual;(b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by Southwest Center, as created by Southwest Center, or is made accessible to MCDPH for purposes specifically identified in this agreement. "Agreement" means this Business Associates Agreement. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those in 4S CFR 1 60.103 and 1 64.501. (A) Obligations of Southwest Center and MCDPH 1) Both parties agree not to use or disclose Protected Health Information other than as permitted or required by this Agreement or as required by law. 2) Both parties agree to use appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as provided for by this Agreement. 3) Both parties agree to report any security incident of which it become aware with respect to Electronic Protected Health Information provided by, or created or received. 4) Both parties agree to mitigate, to the extent practical, any harmful effect that is known of a use or disclosure of Protected Health Information not provided for by this Agreement. 5) Both parties agree to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Written or Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of either party, and make its policies, procedures, and documentation required by the Security Regulation relating to such safeguards, available to the Secretary of HHS for the purpose of determining compliance with Security Regulations. 6) Southwest Center agrees to ensure that all of its subcontractors and agents to whom it provides Written or Electronic Protected Health Information agree to implement reasonable and appropriate safeguards to protect such Written or Electronic Protected Health Information. 7) Both parties agree to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by either party on behalf of that party agrees to the same restrictions and conditions that apply through this Agreement with respect to such information. (B) Obligations of Partner 1) The agreed upon obligations of both entities shall be reciprocal. 2) Southwest Center and MCDPH shall maintain the confidentiality of clients' health status and all information contained in the medical file according to HIPAA regulations. Ill. General Terms (A) Third-Party Beneficiaries. The terms of this Agreement shall be for the exclusive benefit of the parties to this Agreement, and no third party is an intended beneficiary of, or shall be entitled to rely on its terms. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or given an individual or entity other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement or any transaction or circumstance contemplated herein. (B) Co-Operation. Both parties acknowledge and agree that this agreement is intended to address specific rights, responsibilities, and relationships, required and intended by the Health Insurance Portability and Accountability Act of 1996, and that in the course of activity pursuant to this Agreement, many matters may arise that require further clarification in order to carry out the purpose and intention of the parties as set forth herein. Accordingly, the parties agree to negotiate in good faith with respect to such matters and to execute such good faith negotiation, in order to help both parties comply with their obligations under the Privacy Rule. Both parties agree that any ambiguity in this Agreement shall be resolved to permit both parties to comply with the Privacy Rule. (C) Conflicts of Interest. MCDPH represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between MCDPH and any third party. Because of the existing relationship of Southwest Center and MCDPH and in order to prevent any conflict of interest, both entities will notify the other entity of any real or perceived conflicts of interest that include any component of business, services or clients. (D) Non-Solicitation. MCDPH understands and acknowledges that SWC has an existing business relationship with its clients and partners. During the non-solicitation period noted below, MCDPH shall not enter into any contract, agreement, or association with any client or partner, or contact any client or partner for whom MCDPH has provided applicable services under this Agreement, for the sale or marketing of the MCDPH's services unless such contact, association, agreement, or contract is initiated by such client or partner or is with SWC's prior written consent. The non-solicitation period for any client or partner shall be three (3) years from the date of completion of all applicable services for that client or partner under this Agreement. (E) Indemnification. To the fullest extent permitted by law, both parties shall defend, indemnify, and hold harmless the other party, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, omissions or mistakes relating to this agreement. Each party's duty to defend, indemnify and hold harmless the other party, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting there from, caused by any negligent acts, errors, omissions or mistakes resulting from or through this agreement including any person for whose acts, errors, omissions or mistakes either party may be legally liable. (F) Unenforceability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. IV. Budget and Financial Considerations. Staff providing services on behalf of MCDPH are employed by MCDPH, not SWC. As such, MCDPH will pay for all fees, compensation and other employee benefits associated with its staff. V. SOUTHWEST CENTER AGENCY POLICIES. (A) Smoking. The Parsons Center for Health and Wellness is a tobacco-free campus. Smoking is not permitted anywhere on the property. This i includes the use of electronic cigarettes (e cigarettes). (B) Corporate Compliance, Whistle-blower and Screening of possible contractors against United States Office of Inspector General Excluded Parties List. Southwest Center requires all employees, volunteers, contractors and contractors' representatives to receive, be aware of and agree to comply with all Southwest Center Corporate Compliance Policies and Procedures, as required by law and regulations. MCDPH agrees, by signing this Business Associates Agreement, to ensure that all MCDPH representatives receive, review and agree to adhere to Southwest Center's Corporate Compliance Policy, Procedure and Plan. MCDPH agrees to ensure that any individual assigned by MCDPH to provide services to Southwest Center under this agreement will have been screened in accordance with the U.S. 0.1.G. General Excluded Parties List. (C) Property Loss or Damage. Any personal property of MCDPH brought onto the premises shall be at the sole risk of MCDPH. Southwest shall not be liable for any loss or damage to said property. MCDPH acknowledges that Southwest Center does not maintain insurance covering MCDPH or its representatives' property and that it is the sole responsibility of MCDPH for any loss that occurs when MCDPH are on-site at Southwest Center. (D) Conduct. MCDPH assumes full responsibility for the conduct of all persons providing services under MCDPH. (E) Discrimination Prohibited. MCDPH shall not unlawfully discriminate against any person with respect to race, color, sex, gender, gender identity or expression, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income. (F) Use of Name. The name "Southwest Center for HIV/AIDS", "Southwest Center", "SWHIV", or "SWC" or "The Parsons Center for Health and Wellness" shall not be used as part of the title of a program or service provided by MCDPH without the prior written consent of Southwest Center. (G) Permits and Licenses. MCDPH shall obtain and pay for all necessary permits and licenses, as required by law, for the services being provided, and shall not do anything on the premises or involving Southwest Center systems or PHI in violation of any laws, ordinances, rules, or requirements. Either party will immediately notify the other party of any loss of required licensure that could impact the proper provision of services included in this agreement. (H) Assignment Prohibited. MCDPH shall not assign or sub-license to others any rights conferred under this agreement without the written consent of Southwest Center, which shall be in Southwest Center's sole and absolute discretion. (I) Interruptions/Cancellations. Either party may, without liability, refuse to perform any obligations otherwise arising under this Agreement if performance of such obligations would in any way result in conflict on the part of Southwest Center or MCDPH with federal, state or local laws or regulations. (J) Unavoidable Happenings. In the event that, by reason of regulation of constituted authority, strike, picketing, labor disturbance, war, riot, disaster, act of God or other event reasonably beyond the control of either party, that party is unable to provide any of the services, or personnel contemplated herein, then both Southwest Center and MCDPH shall be excused from further performance of this Agreement. (K) Removal of MCDPH Employees or other representatives. Southwest Center maintains the right to bar MCDPH from the premises or from working under the BAA or agreement for any of the following: a. Having within a 3-year period preceding this Agreement or at any time during this agreement been convicted or had a civil judgment rendered against him/her for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; b. Is presently debarred, suspended, proposed or debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State Department or Agency; c. Is presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification. (L) Court Action. This agreement and its enforcement shall be governed by and construed in accordance with the laws of the State of Arizona. Any civil actions or proceedings in any way involving this agreement or its terms shall be initiated and maintained only in a court competent jurisdiction in Maricopa County, Arizona, and MCDPH hereby accepts the jurisdiction of such court. The prevailing party in any dispute hereunder shall recover its attorneys' fees and costs incurred in any litigation. Additionally, should Southwest Center, at its sole discretion, deem collection action necessary, whether prior to or subsequent to litigation, the entire cost of collection, including attorneys' fees and costs, shall be paid by MCDPH. (M) Validation. This agreement shall not be binding until duly executed by both MCDPH and Southwest Center. Persons signing this agreement on behalf of MCDPH and Southwest Center each warrant that they are authorized to make arrangements and to bind their principles, agencies, or companies to this agreement. (N) Confidentiality. Both parties and each party's affiliates shall hold in trust and confidence, and not disclose to others, or use for their own benefit or for the benefit of another, any proprietary or confidential information intentionally or unintentionally obtained while providing services under this agreement. Proprietary and confidential information may include, but is not limited to: client-level data, staffing plans, agency and department work plans and organizational strategic plans. MCDPH and its affiliates will not disclose confidential or proprietary information to any person, including but not limited to personal and professional acquaintances, supervisors or other contracting entities or any other contacts. VI. Notice or Demand. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: Tom Mickey John Welch STD/HIV Program Manager Director, Prevention and Intervention Services Maricopa County Department of Southwest Center Public Health 1101 North Central Avenue, Suite 200 1645 E. Roosevelt Phoenix, AZ 85004 Phoenix, AZ 85006 VII. AGREEMENT EFFECTIVE DATE, REVIEW/MODIFICATION, AND TERMINATION (A) Agreement Effective Date. This agreement is effective upon the execution by both parties and shall be automatically renewed annually upon this date unless otherwise terminated as specified below. (B) Termination. Notwithstanding the provisions of this Agreement, this Agreement may be terminated a t a n y t i m e by either party with or without cause upon sixty (60) days written notice. (C) Agreement Review and Modification. The terms of this Agreement can be modified by written agreement of both parties, or in accordance with legal statute or regulation. John Welch Director, Prevention and Intervention Services ATTACHED TO AND A PART OF: Business Associate Agreement MCDPH, Clinical Services, with Southwest Center C-86-17-_________________ IN WITNESS WHEREOF, the parties agree to enter into this Agreement and its Amendments: FOR AND ON BEHALF OF MARICOPA COUNTY (“The Group”) By_____________________________ Denny Barney, Chairman, Board of Supervisors _______________________________ Date ATTEST: _______________________________ Clerk of the Board _______________________________ Date APPROVED AS TO FORM: _______________________________ Attorney for Maricopa County _______________________________ Date