HomeMy WebLinkAboutC2017-271 - 9/26/2017 - Approved gyus cyfl
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SERVICE AGREEMENT NO. 1244
;852 Employee Assistance Program
THIS Employee Assistance Program Service Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule
municipal corporation ("City") and Family Counseling Service ("Contractor"),
effective upon execution by the City Manager or the City Manager's designee
("City Manager").
WHEREAS, Contractor has bid to provide Employee Assistance Program
services in response to Request for Bid/Proposal No. 1244 ("RFB/RFP"), which
RFB/RFP includes the required scope of work and all specifications and which
RFB/RFP and the Contractor's bid or proposal response, as applicable, are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as
if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Employee Assistance Program services
_._._.. ._.__("Services") in accordance with the attached Scope of Work, as shown in
Attachment A, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety, and in accordance with
Exhibit 2.
2. Term. This Agreement is for 12 months, with performance commencing upon
the date of issuance of a notice to proceed from the Contract Administrator
or Purchasing Division. This Agreement includes an option to extend the term
for up to four additional 12-month periods ("Option Period"), provided, the
parties do so prior to expiration of the original term or the then-current Option
Period. The decision to exercise the option to extend the term of this
Agreement is, at all times, within the sole discretion of the City and is
conditioned upon the prior written agreement of the Contractor and the City
Manager.
3. Compensation and Payment. The total value of this Agreement is not to
exceed $15,840.00, subject to approved extensions and changes. Payment
will be made for Services completed and accepted by the City within 30
days of acceptance, subject to receipt of an acceptable invoice. All pricing
must be in accordance with the attached Bid/Pricing Schedule, as shown in
Attachment B, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
2017-271 Page 1 of 7
9/26/17
M2017-159
Family Counseling Service
INDEXED
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under
this Agreement, including deductions for non-performance and
authorizations for payment. The City's Contract Administrator for this
Agreement is as follows:
Rose Bond
Human Resources Department
361-826-3878
RoseB2@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required
insurance coverages, to the City's Risk Manager and the Contract
Administrator. Additionally, the COI must state that the City will be given at
least 30 days' advance written notice of cancellation, material change in
coverage, or intent not to renew any of the policies. The City must be named
as an additional insured. The City Attorney must be given copies of all
insurance policies within 10 days of the City Manager's written request.
Insurance requirements are as stated in Attachment C, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety.
(B) In the event a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement
before performance can commence, the terms, conditions, and amounts
required in the bonds and appropriate surety information are as included in
the RFB/RFP or as may be added to Attachment C, and such content is
incorporated here in this Agreement by reference as if each bond's terms,
conditions, and amounts were fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its
right to specify time, place and quantity of Services to be delivered in the
following manner: any City department or division may send to Contractor
a purchase release order signed by an authorized agent of the department
or division. The purchase release order must refer to this Agreement, and
Services will not be rendered until the Contractor receives the signed
purchase release order.
7. Inspection and Acceptance. Any Services that are provided but not
accepted by the City must be corrected or re-worked immediately at no
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charge to the City. If immediate correction or re-working at no charge
cannot be made by the Contractor, a replacement service may be
procured by the City on the open market and any costs incurred, including
additional costs over the item's bid/proposal price, must be paid by the
Contractor within 30 days of receipt of City's invoice.
8. Warranty. The Contractor warrants that all products supplied under this
Agreement are new, quality items that are free from defects, fit for their
intended purpose, and of good material and workmanship. The Contractor
warrants that it has clear title to the products and that the products are free
of liens or encumbrances. In addition, the products purchased under this
Agreement shall be warranted by the Contractor or, if indicated in
Attachment D by the manufacturer, for the period stated in Attachment D.
Attachment D is attached to this Agreement and is incorporated by
reference into this Agreement as if fully set out here in its entirety.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the
Bid/Pricing Schedule are estimates only and do not obligate the City to order
or accept more than the City's actual requirements nor do the estimates
restrict the City from ordering less than its actual needs during the term of the
Agreement and including any Option Period. Substitutions and deviations
from the City's product requirements or specifications are prohibited without
the prior written approval of the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of
any fiscal year of the City, which fiscal year ends on September 30th annually,
is subject to appropriations and budget approval specifically covering this
Agreement as an expenditure in said budget, and it is within the sole
discretion of the City's City Council to determine whether or not to fund this
Agreement. The City does not represent that this budget item will be
adopted, as said determination is within the City Council's sole discretion
when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its
own manner and method, and under no circumstances or conditions will any
agent, servant or employee of the Contractor be considered an employee
of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the
work performed under this Agreement. When using subcontractors,
however, the Contractor must obtain prior written approval from the
Contract Administrator if the subcontractors were not named at the time of
bid or proposal, as applicable. In using subcontractors, the Contractor is
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responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a 001 in advance to the City, are applicable to all subcontractors
and their employees to the same extent as it the Contractor and its
employees had performed the work.
13. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantities as deemed necessary by the City.
14. Waiver. No waiver by either party of any breach of any term or condition of
this Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes. Upon request, the
City Manager shall be provided proof of payment of these taxes within 15
days of such request.
16. Notice. Any notice required under this Agreement must be given by fax,
hand delivery, or certified mail, postage prepaid, and is deemed received
on the day faxed or hand-delivered or on the third day after postmark if sent
by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Rose Bond
Health Benefits Manager
1201 Leopard Street, Corpus Christi, TX 78401
Fax: 361-826-3322
IF TO CONTRACTOR:
Family Counseling Service
Attn: David Schroll, MS, LPC-S, LSOTP
3833 S. Staples, #5203, Corpus Christi, TX 78411
Fax: 361-852-2794
17. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND
DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS,
EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST
ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND
CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNT
OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS'
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COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY
OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND
EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT
OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE
PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE
INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO
BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE
OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF
INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON.
CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL
CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER
DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF
ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND
ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS
AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure
to perform the work specified in this Agreement or to keep any required
insurance policies in force during the entire term of this Agreement. The
Contract Administrator must give the Contractor written notice of the breach
and set out a reasonable opportunity to cure. If the Contractor has not
cured within the cure period, the City Manager may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The
City Manager may also terminate this Agreement upon 24 hours written
notice to the Contractor for failure to pay or provide proof of payment of
taxes as set out in this Agreement.
19. Assignment. No assignment of this Agreement by the Contractor, or of any
right or interest contained herein, is effective unless the City Manager first
gives written consent to such assignment. The performance of this
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Agreement by the Contractor is of the essence of this Agreement, and the
City Manager's right to withhold consent to such assignment is within the sole
discretion of the City Manager on any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable
and, if, for any reason, any provision or part of this Agreement is determined
to be invalid and contrary to applicable law, such invalidity shall not impair
the operation of nor affect those portions of this Agreement that are valid,
but this Agreement shall be construed and enforced in all respects as if the
invalid or unenforceable provision or part had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies
between this Agreement, its attachments, and exhibits, such conflicts and
inconsistencies will be resolved by reference to the documents in the
following order of priority:
A. this Agreement and its attachments
B. the bid solicitation document, including addenda (Exhibit 1)
C. the Contractor's bid response (Exhibit 2)
22. Certificate of Interested Parties; Business Associate Agreement. Contractor
agrees to comply with Texas Government Code Section 2252.908, as it may
be amended, and to complete Form 1295 "Certificate of Interested Parties"
as part of this Agreement. Contractor must also execute the attached HIPAA
Business Associate Agreement ("Attachment E"), the content of which is
incorporated by reference as if fully set out herein in its entirety. Contractor
acknowledges and agrees, pursuant to this Agreement and the federal
Health Insurance Portability and Accountability Act of 1996 (the "Act"), as
amended, Contractor is subject to the terms and conditions of the Act and
Attachment E.
23. Governing Law. This Agreement is subject to all federal, State, and local laws,
rules, and regulations. The applicable law for any legal disputes arising out
of this Agreement is the law of the State of Texas, and such form and venue
for such disputes is the appropriate district, county, or justice court in and for
Nueces County, Texas.
24. Entire Agreement. This Agreement constitutes the entire agreement between
the parties concerning the subject matter of this Agreement and supersedes
all prior negotiations, arrangements, agreements and understandings, either
oral or written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Page 6 of 7
CONTR•CTOR�
Signature: - _ =- —
Printed Name: t Ft V 10 ,_.e-?Q LA__,
Title: PkE CDT) VE DIEPCTD k.
Date: C4--- IL( — SO I^1
CITY OF CORPUS CHRISTI
Signature: \1r10.L�� — �� v _
Printed Name: A-Nr ��� ,� ._ AID as to form: • �cP �7
l '/ l i
Title: �v`0 c �,e �, _� �,`� tom, �a � /j�� �4w sem /
I Assi t City •ttorney if
Date: q 1 'l For k Attorney
ATTEST: (-1-(ArPvh-
RE ECCA HUERTA
Attached and Incorporated by Reference: CITY SECRETARY
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance/Bond Requirements
Attachment D: Warranty Requirements
Attachment E: HIPAA Business Associate Agreement
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 1244
Exhibit 2: Contractor's Bid/Proposal Response h. ......-2-.2.2,:_p_949:1 dun LI.
!T COUNCILr
SECRETA•v I,
Page 7 of 7
Attachment A: Scope of Work
Scope of Work
1. General Requirements
A. The Contractor shall provide an employee assistance program counseling and
services as outlined in this Scope of Work.
B. The City reserves the right to audit Contractor performance by reviewing pertinent
records and documentation, including clinical records, subject to appropriate
confidentiality requirements.
2. Scope of work
A. The Contractor shall provide the following services and access levels.
1 . Toll-free clinical referral line 24 hours a day
2. Three (3) visits with a licensed, experienced EAP provider for employee,
employee's spouse, employee's dependent children
3. Dependent/Elder care referrals and assistance
4. Online EAP resources
5.Onsite assistance workshops
6. Dedicated account management tea
7. Quarterly reporting capabilities
8. Critical/Crisis Response capabilities with onsite personnel within 24 hours
9. Promotional and educational communication materials and Management
training seminars; up to 12 sessions per year
B. The Contractor must be properly licensed to conduct employee assistance
program counseling and services.
C. Contractor must provide online capabilities and services for member access.
-------....--...3..Work Site and Conditions
The Contractor shall have Call Center located in continental United States. The
Contractor must provide call center procedures to include how each EAP call is
handled, how many rings before any call is answered, and if a call is answered by
clinician, follow up calls.
4. Contractor Quality Control and Superintendence
The Contractor shall establish and maintain a complete Quality Control Program that
is acceptable to the Contract Administrator to assure that the requirements of the
Contract are provided as specified.
Page 1 of 2
5. Special Instructions
A. The Contractor shall conduct customer satisfaction surveys and provide a copy
of most recent results to the City.
B. Contractor shall be responsible for any materials printing and or mailing cost.
Page 2 of 2
Attachment B: Bid/Pricing Schedule
ie:yts
., , CITY OF CORPUS CHRISTI
__ '� BID FORM
c ` PURCHASING DIVISION
RFB No1244
�is°sz
Employee Assistance Program
PAGE 1 OF 1
Date: - /./OP// — �
Family Counseling Service Authorized
\
Bidder: Signature: .1.111LIW
1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before
completing bid.
2. Quote your best price for each item.
3. In submitting this bid, Bidder certifies that:
a. The prices in this bid have been arrived at independently, without consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices.
b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information
on file with City's Purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies.
d. Bidder acknowledges receipt and review of all addenda for this RFB.
i Item I Description UNIT] QTY I Unit ; Total Price
I Price 1
1 Start up Fee EA 1 0 T~ 0
2 Counseling Services - Per Employee.
EA 2750 .48 $1,320 monthly
_ _ Per Month (Estimated Qty
T Total $15,840 yearly
Attachment C: Insurance Insurance Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all
insurance required has been obtained and such insurance has been
approved by the City. Contractor must not allow any subcontractor, to
commence work until all similar insurance required of any subcontractor
has been obtained.
2. Contractor must furnish to the City's Risk Manager and Director of Health
Department one (1) copy of Certificates of Insurance with applicable
policy endorsements showing the following minimum coverage by an
insurance company(s) acceptable to the City's Risk Manager. The City
must be listed as an additional insured on the General liability and Auto
Liability policies by endorsement, and a waiver of subrogation
endorsement is required on all applicable policies. Endorsements must
be provided with Certificate of Insurance. Project name and/or number
must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
---- -- 30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $2,000,000 Aggregate
1. Commercial Broad Form
2. Premises -Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
-----------_...----- -1 -Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part B
(All States Endorsement if Company is of this Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
Page I of 4
PROFESSIONAL LIABILITY $1,000,000.00 each claim
$2,000,000.00 Each Policy Year
Aggregate
3. In the event of accidents of any kind related to this contract, Contractor
must furnish the Risk Manager with copies of all reports of any accidents
within 10 days of the accident.
B. ADDITIONAL REQUIREMENTS
1. Applicable for paid employees, Contractor must obtain workers'
compensation coverage through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by
the Texas Department of Insurance. The workers' compensation
coverage provided must be in statutory amounts according to the Texas
Department of Insurance, Division of Workers' Compensation. An All
States Endorsement shall be required if Contractor is not domiciled in the
State of Texas.
2. Contractor shall obtain and maintain in full force and effect for the
duration of this Contract, and any extension hereof, at Contractor's sole
expense, insurance coverage written on an occurrence basis by
companies authorized and admitted to do business in the State of Texas
and with an A.M. Best's rating of no less than A- VII.
3. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days
of the policy expiration dates. All notices under this Exhibit shall be given
to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that,with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, and volunteers, as
additional insureds by endorsement with regard to operations,
completed operations, and activities of or on behalf of the named
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insured performed under contract with the City, with the exception of
the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not
apply to the City of Corpus Christi where the City is an additional insured
shown on the policy;
• Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City
of any, cancellation, non-renewal, material change or termination in
coverage and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
5. Within five (5) calendar days of a cancellation, non-renewal, material
change or termination of coverage, Contractor shall provide a
replacement Certificate of Insurance and applicable endorsements to
City. City shall have the option to suspend Contractor's performance
should there be a lapse in coverage at any time during this contract
Failure to provide and to maintain the required insurance shall constitute
a material breach of this contract.
6. In addition to any other remedies the City may have upon Contractor's
failure to provide and maintain any insurance or policy endorsements to
the extent and within the time herein required, the City shall have the
right to order Contractor to stop work hereunder, and/or withhold any
payment(s) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the
extent to which Contractor may be held responsible for payments of
damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
8. It is agreed that Contractor's insurance shall be deemed primary and
non-contributory with respect to any insurance or self insurance carried
by the City of Corpus Christi for liability arising out of operations under
this contract.
9. It is understood and agreed that the insurance required is in addition to
and separate from any other obligation contained in this contract.
Page 3 of 4
2017 Insurance Requirements
Purchasing— Human Resources Benefits
Employee Assistance Program and Counseling Services
06/22/2017 sw Risk Management
Page 4 of 4
Attachment C: Bonds
Section 5B. Bond is Null for this Service Agreement.
Attachment D: Warranty Requirements
Section 8. Warranty is null for this Service Agreement.
ATTACHMENT E
BUSINESS ASSOCIATE AGREEMENT
This Privacy Agreement ("Agreement") is effective upon signing this Agreement and
is entered into by and between City of Corpus Christi ("City") and Family Counseling
Service, as Contractor (the 'Business Associate").
1. Term. This Agreement shall remain in effect for the duration of Service Agreement
No. 1244 the Business Associate has with the City to provide employee assistance
program services and shall apply to all of the Services provided by the Business
Associate pursuant to this Agreement.
2. HIPAA Assurances. In the event Business Associate creates, receives, maintains, or
otherwise is exposed to personally identifiable or aggregate patient or other
medical information defined as Protected Health Information ("PHI") in the Health
Insurance Portability and Accountability Act of 1996 or its relevant regulations
("HIPAA") and otherwise meets the definition of Business Associate as defined in the
HIPAA Privacy Standards (45 CFR Parts 160 and 164), Business Associate shall:
(a) Recognize that HITECH (the Health Information Technology for Economic
and Clinical Health Act of 2009) and the regulations thereunder (including 45
C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business
associate of the City in the same manner that such sections apply to the City;
(b) Not use or further disclose the PHI, except as permitted by law;
(c) Not use or further disclose the PHI in a manner that had City done so,
would violate the requirements of HIPAA;
(d) Use appropriate safeguards (including implementing administrative,
physical, and technical safeguards for electronic PHI) to protect the
confidentiality, integrity, and availability of and to prevent the use or
disclosure of the PHI other than as provided for by this Agreement;
(e) Comply with each applicable requirements of 45 C.F.R. Part 162 if the
Business Associate conducts Standard Transactions for or on behalf of the
City;
(0 Report promptly to the City any security incident or other use or disclosure
of PHI not provided for by this Agreement of which Business Associate
becomes aware;
(g) Ensure that any subcontractors or agents who receive or are exposed to
PHI whether in electronic or other format) are explained the Business
Associate obligations under this paragraph and agree to the same restrictions
and conditions;
(h) Make available PHI in accordance with the individual's rights as required
under the HIPAA regulations;
(i) Account for PHI disclosures for up to the past six (6) years as requested by
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City, which shall include:
(t) Dates of disclosure, (2) names of the entities or persons who received
the PHI, (3) a brief description of the PHI disclosed, and (4) a brief
statement of the purpose and basis of such disclosure;
(j) Make its internal practices, books, and records that relate to the use and
disclosure of PHI available to the U.S. Secretary of Health and Human Services
for purposes of determining Customer's compliance with HIPAA; and
(k) Incorporate any amendments or corrections to PHI when notified by
Customer or enter into a Business Associate Agreement or other necessary
Agreements to comply with HIPAA.
3.Termination upon Breach of Provisions. Notwithstanding any other provision of this
Agreement, City may immediately terminate this Agreement and the Service
Agreement if it determines that Business Associate breaches any term in this
Agreement. Alternatively, City may give written notice to Business Associate in the
event of a breach and give Business Associate five (5) business days to cure such
breach. City shall also have the option to immediately stop all further disclosures of
PHI to Business Associate if City reasonably determines that Business Associate has
breached its obligations under this Agreement. In the event that termination of these
Agreements is not feasible, Business Associate hereby acknowledges that the City
shall be required to report the breach to the Secretary of the U.S. Department of
Health and Human Services, notwithstanding any other provision of these
Agreements to the contrary.
4. Return or Destruction of Protected Health Information upon Termination. Upon the
termination of this Agreement, unless otherwise directed by City, Business Associate
shall either return or destroy all PHI received from the City or created or received by
Business Associate on behalf of the City in which Business Associate maintains in any
form. Business Associate shall not retain any copies of such PHI. Notwithstanding the
foregoing, in the event that Business Associate determines that returning or destroying
the Protected Health Information is infeasible upon termination of this Agreement,
Business Associate shall provide to City notification of the condition that makes return
or destruction infeasible. To the extent that it is not feasible for Business Associate to
return or destroy such PHI, the terms and provisions of this Agreement shall survive
such termination or expiration and such PHI shall be used or disclosed solely as
permitted by law for so long as Business Associate maintains such Protected Health
Information.
5. No Third Party Beneficiaries. The parties agree that the terms of this Agreement shall
apply only to themselves and are not for the benefit of any third party beneficiaries.
6. De-Identified Data. Notwithstanding the provisions of this Agreement, Business
Associate and its subcontractors may disclose non-personally identifiable
information provided that the disclosed information does not include a key or other
mechanism that would enable the information to be identified.
7.Amendment. Business Associate and City agree to amend this Agreement to the
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extent necessary to allow either party to comply with the Privacy Standards, the
Standards for Electronic Transactions, the Security Standards, or other relevant state
or federal laws or regulations created or amended to protect the privacy of patient
information. All such amendments shall be made in a writing signed by both parties. •
8.Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a
meaning that permits City to comply with the then most current version of HIPAA and
the HIPAA privacy regulations.
9. Definitions. Capitalized terms used in this Agreement shall have the meanings
assigned to them as outlined in HIPAA and its related regulations.
10.Survival. The obligations imposed by this Agreement shall survive any expiration or
termination of this Agreement.
CONTRA R
Signature: !n
Printed NYame:DAV I I) `CJ RO) I
Title: G) ECLIT)\)F DIRE('TDR
Date: Q - ;u — a) n
CITY OF CORPUS CHRISTI
Signature:
Printed Name:
Title:
Date:
Approved as to legal form: , 2017
Elizabeth Hundley
Assistant City Attorney
for Miles Risley, City Attorney
Page 3 of
CERTIFICATE OF INTERESTED PARTIES FORM 1295
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2.3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
2017-256552
Family Counseling Service
Corpus Christi,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09105,2017
being filed.
City of Corpus Christi Date,acknowledged:1191. }
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a '
description of the services,goods,or other property to be provided under the contract.
Contract#1244
Employee Assistance Program
4 Nature of interest
Name of Interested Party City.State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I .v.ear.or affirm. •. penaity of perjury,that t - above disclosure is true and correct.
�'��p''% PATRICIA ZAPATA
Notary Public,State of Texas
`• +�; Comm.Expires 03-13-2021 JMimoomo5.0mo."--_
fF �'tF`�
/,rtrsr Notary ID 11208221 Signature of authorized agen:of contracting business entity
=1X NOTARY STAMP/SEAL ABOVE j
this the i
Sworn to and subscribed before me,by the said +—�Cly i C� SC I"l f'Z) I h day of ) E 6'I be(
20 I 1 ,to certify which,witness my hand and seal of office.
Signature of office dministering oath Printed name of officer administering oath Title of officer administering oath
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Forms
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
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