AGREEMENT
THIS AGREEMENT ("Agreement") is made by and between (1) The Salvation Army, a California corporation, located at 16941 Keegan Avenue, Carson, CA 90746 and designated by Federal Employer Identification Number 94-1156347 ("TSA"), acting through its Bell Shelter; and (2) The City of Bell, a California Municipal Corporation ("'Collaborator"). (Collectively, TSA and Contractor shall be referred to as "the Parties," and either individually shall be a "Party.")
WHEREAS TSA and Collaborator have identified substantially similar goals to serve the community in which they both currently operate; and
WHEREAS TSA and Collaborator wish to continue to work separately toward those goals but could each benefit by the coordination of certain services; and
WHEREAS Collaborator represents to TSA that the information indicated applies to Collaborator:
Type of Entity: Individual
Sole proprietorship
• Corporation, nonprofit for profit
•
organized under the laws of the State of
• Partnership
organized under the laws of the State of
• Government Agency
Employer Identification Number:
NOW THEREFORE, the Parties hereto agree as follows:
1. Scope of Services. TSA and Collaborator will work together as they determine possible, each in its individual focal hans and subget to the fat gond ond Paties indicement, as rains. a shil providerate services described in Exhibit A, and Collaborator shall provide the services described in Exhibit B, both attached hereto and made a part hereof as though set forth in full.
as more particularly described below, and not as an employee or agent of another Party. Each Party shall be wholly responsible for its own work, which is neither directed by nor under the control of any other Party. a. Employees furnished by either Party ("Furnishing Party"), if any, shall be deemed solely those of Furnishing Party and under Furnishing Party's exclusive control. Furnishing Party shall assume exclusive responsibility (i) for payment of the salaries or wages of said employees, and (ii) to satisfy any legal obligations or reports relating to their employment, including but not limited to Social Security, unemployment insurance, workers' compensation, federal or state tax- withholding requirements, tax obligations, and any related reporting requirements. b. All employees of the Parties shall be bound by this Agreement. Neither Party nor its employees shall be entitled to workers' compensation, employee medical-plan benefits, or any other employment benefits that the other Party provides to its regular, full-time employees. c. The Parties expressly represent and warrant to each other that: (1) each Party is not and shall not be construed to be an employee of the other, that the Parties' status shall be that of independent contractors, and that each Party is solely responsible for its actions and inaction; (2) each Party shall act solely as an independent contractor, not as an employee or agent of the other; and (3)
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neither Party is authorized to enter into contracts or agreements on behalf of the other Party or to otherwise create obligations of the other Party of any kind to third parties.
3. Term of Contract. The term of this contract shall be from July 1, 2023 to June 30, 2024. Notwithstanding the foregoing, this Agreement may be terminated at the convenience of either Party on thirty (30) days' written notice to the other Party. On termination, each Party shall cease to perform any additional services.
Termination shall not provide cause to give either Party a claim for damages for work to be performed after the time that notice of termination is served.
4. Compensation and Payment. The Parties agree that payment for the performance of services rendered by TSA under this Agreement shall be at the rate of $57 per bed night for 36 beds during the Term, which covers a total of 365 days. The maximum compensation payable under this agreement shall be $748,980. TSA will submit a monthly invoice to Collaborator for payment in arrears for the prior month.
5. Indemnification and Legal Compliance.
other Party, defend the other Party (the "Indemnified Party") from and against any and all claims, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees, established body asserting authority over either Party or the subject matter of this Agreement, arising from (a) any material breach of any provision of this Agreement or (b) the negligence or willful misconduct in the performance of obligations hereunder by the Indemnifying Party or any employee, agent, or other representative of the Indemnifying Party.
b. The provisions of this Section 5 shall survive the expiration or termination of this Agreement with respect to any claims or liability arising prior to such expiration or termination.
Each Party agrees, represents, and warrants to the other that it will abide by any and all laws, regulations, or other legal requirements applicable to its performing this Agreement. Each Party represents and warrants that it is not debarred or suspended from contracting with any government entity, and each Party will inform the other within five days if it becomes so. Each Party will notify the other within five days if it becomes subject to an investigation regarding its compliance with any laws, regulations, or other legal requirements applicable to its performance of services under this Agreement.
6. Insurance.
TSA shall obtain and maintain throughout the term of this Agreement policies of insurance as required by law and described more particularly below:
X Commercial General Liability insurance; said policy shall be written with limits no less than $1,000,000 per occurrence and $1,000,000 general aggregate. • Business/Commercial Automobile Liability insurance; said policy shall be written with a combined single limit no less than $1,000,000.
• Worker's Compensation insurance shall be written with limits in conformity with the laws of the state in which services are performed.
• Professional Liability insurance; said policy shall be written with limits no less than $1,000,000 per claim.
Initials
COLLABORATOR
b. Collaborator shall obtain and maintain throughout the term of this Agreement policies of insurance as required by law and described more particularly below:
• Commercial General Liability insurance; said policy shall be written with limits no less than $1,000,000 per occurrence and $1,000,000 general aggregate.
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• Business/Commercial Automobile Liability insurance; said policy shall be written with a combined single limit no less than $1,000,000.
• Worker's Compensation insurance shall be written with limits in conformity with the laws of the state in which services are performed.
* Professional Liability insurance; said policy shall be written with limits no less than $1,000,000 per claim.
Initials 1 A
ABOrATOR
7. Additional Provisions. Collaborator acknowledges that this Agreement • is X is not subject to the provisions of one or more agreements for funding, attached hereto as Exhibits) and made a part hereof as though set forth in full. If this Agreement is subject to such provisions, then Collaborator represents that Collaborator has read and agrees to comply with them in any way that they are applicable to Collaborator and as further made applicable to Collaborator by virtue of this Agreement. Initials
8. Reports and Auditing. Each Party, when requested, shall provide written reports to the other with respect to the services rendered hereunder. Each Party agrees to make available to the other Party all records necessary to verify its compliance with this Agreement, including, but not limited to schedules, wage records, payment records, receipts, and financial statements, all upon reasonable written notice or as required by law. Each Party agrees that any documents or records prepared for or provided to the other under this Section 8 will remain confidential unless otherwise required by law or expressly agreed in writing by the disclosing Party.
9. Confidentiality. Each Party agrees to abide by any requests for confidentiality that the other should make, provided that the requests are specific and directed to particular services or documents, including correspondence and emails. The Parties agree to treat all information related to third parties served under the scope of services of this Agreement as confidential, and each Party further agrees not to disclose such information without the prior, written consent of the person served and the other Party to this Agreement. The nature of the services provided under this contract X does does not implicate the provisions of confidentiality laws or regulations requiring a specific kind of contract governing information sharing between the Parties, which if implicated is attached hereto as Exhibit C and made a part hereof as though set forth in full.
10. Subcontracting and Assignment. Neither Party may subcontract, delegate, nor assign any right or obligation under this Agreement to any third party without the prior, express, written consent of the other Party. Any such attempt to assign, delegate, or subcontract without proper approval shall be void. Notwithstanding the foregoing, of fully utilizing the shelter beds contemplated in this agreement to serve as many participants as possible, and it is understood that Collaborator will generate sub-Agreements with these cities in consultation with TSA and which sub-Agreements will be subject to TSA final written consent.
11. No Third-Party Beneficiary. This Agreement is made solely for the benefit of the Parties, including their respective successors and assigns subject to the terms of this Agreement, and no other person or entity may have or acquire any right by virtue of this Agreement, including without limitation those clients served under its scope of work.
12. Conflict of Interest. Each Party shall timely disclose to the other any relationship with any third party creating a potential conflict of interest, including other employment relationships, contracts, family and business associations by which the disclosing Party benefits, directly or indirectly, or has an interest, financial or otherwise. Each Party represents that there is no actual conflict of interest between its engagements, employments, or familial or contractual relationships with third parties and the other Party.
13. Governing Law. This Agreement shall be governed according to the laws of the state in which services are performed.
14. Entire Agreement. This Agreement and the exhibits identified herein constitute the entire understanding between the Parties hereto and supercede all previous agreements, promises, representations, understanding, and negotiations, whether written or oral, including without limitation any previous version of this or any other
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document, signed or unsigned, including correspondence and emails. Any revisions to this Agreement shall be in writing and executed and dated by authorized representatives of both Parties hereto.
15. Severability. If any provision herein shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
16. Notices. Written notice by either Party to the other shall be effective three business days after mailing by registered mail to:
If to TSA:
The Salvation Army Bell Shelter
Attn: Paula Del Pozo
5600 Rickenbacker Road, Bldg. 2A/B
Bell, CA 90201
with copy to
The Secretary for Business Administration
The Salvation Army
6941 Keegan Avenu
larson, California 9074
If to Collaborator:
City of Bell
Attn: Michael L. Antwine II
6330 Pine Avenue
City of Bell, California 90202
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date last below written:
THE SALVATION ARMY
a California corporation
Collaborator
By DOLL TERRY HUGHES
By:
Its: SECRETARY Its:
Dated:
Attest:
Its:
Dated:_
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EXHIBIT A
The Salvation Army Bell Shelter shall provide the following:
1) Thirty six (36) Reserved Crisis/Bridge Housing Beds for single adult (age 18+) participants referred by the City of Bell. (An additional 6 beds will be contracted directly with Los Angeles County Supervisorial Districts 1 and 4 under separate agreements.) Participants may stay for an initial period of thirty (30) days, which may be extended on a monthly basis provided the participant is actively working on a housing plan with his/her case manager. The Salvation Army Bell Shelter has the right not to extend the stay of any participants beyond any 30-day period or extension if the individual is not actively working with his/her case manager on a housing plan. In addition, The Salvation Army Bell Shelter has the right to terminate services for any participant according to the shelter's established Termination Policy. We will provide at least three (3) referrals to other programs for any participant who is terminated or whose stay is not extended.
The beds reserved by the City of Bell are classified as Crisis or Bridge Housing beds; as such they are operated with a low barrier/low demand, trauma-informed program design. This means participants do not have to commit to sobriety or adherence to medications for health or mental health conditions.
Some beds will be available in a sober living environment in a separate building for participants who choose a sober living environment. However, The Salvation Army Bell Shelter reserves the right to assess all individuals referred bythe City of Bell and to deny entry to any individuals who pose a safety threat, require a higher level of care, cannot be documented as "homeless", have a history ofarson, or are registered sex offenders.
2) Comprehensive Supportive Services for up to thirty-six (36) participants at any time utilizing the City of Bell reserved Crisis/Bridge Housing beds include, but are not limited to:
• intake processing - including working collaboratively with the Homelessness Coordinator • outreach coordination with representatives of the City of Bell (Homelessness Coordinator, law enforcement, Community Services, etc.)
• program orientation
• comprehensive needs assessment - psychosocial assessment focusing on identification of strengths and areas of growth, which is used as a basis to inform the development of an individualized case plan • individualized case management with development of an Individualized Service Plan • including a Housing Plan
• referrals to health care/mental health services- currently, health care, including COVID-19 vaccination and testing, primary care and referrals, TB testing, etc. is provided on-site by JWCH Institute
• substance abuse supports- including referrals to outpatient treatment programs, • AA/NA/CA groups, and referrals to on-site residential treatment program • life skills classes- including household budgeting, anger management, coping skills, landlord/tenant issues, conflict resolution
• employment supports and job referrals
• transportation assistance- including, when staffing allows, pick-up of individuals for intake who are referred by the City of Bell or its subcontractors; as well as van transportation, bus passes, and taxi vouchers, according to participant needs and availability • benefits advocacy- including SSI/SSDI, food stamps, Medi-Cal, housing vouchers, etc. • documentation preparation assistance- including helping participants obtain ID/driver's license, birth certificates, verification of income and/or homelessness • permanent housing placement assistance - including assistance with identifying housing bearing with maded regation. opportunities, assisting clients identify voucher and other housing assistance programs, and 3) Operational Services/Supports for up to thirty-six (36) participants at anytime include, butare not limited to, three (3) hot, nutritious meals daily, evening snack, bed linens/towels, hygiene supplies, access to laundry facilities, access to indoor and outdoor recreational facilities, and social/holiday events.
4) COVID-19- Public Health Protocols and Collaboration - The Salvation Army BellShelter will continue to work closely in collaboration with the Los Angeles County Department of Public Health DPH) to mitigate potential spread of infection/disease related to the ongoing COVID-19 global pandemic. Proactive measures have and willbe taken to operate programs and facilities accordingto DPH, CDC, and California Department of Public Health guidelines and directives, including following Public Health Orders that may be issued by State and Local officials from time to time. These efforts will be geared toward protecting the health and well-being of all participants and staff and the continued smooth/safe operation of the program and facility, while minimizing disruptions to service delivery and intake process for new participants. 5) Measurable Outcomes - The Salvation Army Bell Shelter will strive to inspire success for all participants. The measurable outcomes for this grant are as follows:
(a) 100 unduplicated individuals will be served each year during the term. (b) 20% of participants (of those able to work-e.g. not disabled or retired) will be employed by exit date.
(c) 30% of participants will exit to permanent housing. (d) 85% of participants will complete a Housing Plan.
(e) 10% of participants will exit to another level of care (DMH IHP, other stable temporary housing location). */Note: we will redirect any Veterans who ore referred to this program to our existing VA beds, so they would not enter the project and would not be counted in this measure. We can't do the same for DMH, because the participant needs to be screened and enrolled by DMH before they can transfer to the DMH Interim Housing Program at Bell Shelter or another facility.)
EXHIBIT B
The City of Bell shall provide the following:
1) Referralsofindividuals who are experiencing homelessness forconsideration foracceptance into the City of Bell Crisis Housing Program at The Salvation Army Bell Shelter. Note: Thirty-six (36) beds will be reserved for participants referred by the City of Bell, with an additional six (6) beds contracted separately with Los Angeles County- First and Fourth Supervisorial Districts. No commitment is made to reserve other beds for referrals of individuals from the City of Bell. 2) Transportationsupport for referred participants. Baseduponstaffavailabilityatanygiven time, The Salvation Army Bell Shelter, will make every attempt to provide pick-ups or other transportation support for participants referred by the City of Bell. 3) Payment at the rate of $57 per bed per night for thirty-six (36) reserved beds, paid monthly in arrears upon the presentation of aninvoice.
EXHIBIT C
CONFIDENTIALITY & NONDISCLOSURE AGREEMENT
This Agreement is made by and between The Salvation Army, a California corporation (Company) and The City of Bell, a California Municipal Corporation (Vendor) (singularly a "party," collectively the "parties").
WHEREAS, Company may wish to engage Vendor's services under a separate contract (the Contract); and and or Vendor mader vo cons an and Vatior to denier palet her sidy con to ential, to table aract, Company proprietary, as well as information that may be subject to federal, state, and contract restrictions, or any combination thereof;
NOW, THEREFORE, in consideration of the above premises and commitments contained herein, it is hereby agreed that:
1. Confidentiality and Nondisclosure. Company and Vendor will each hold in confidence any and all Confidential information of the other party and not disclose to any other person, including its own employees, agents, and volunteers (subject to the exception provided in 3 below) or any third party, without written permission of the of the other party. Confidential Information shall mean all information, including without limitation that which is verbal, written, or in other physical or electronic form and is:
A. Technical and nontechnical information including patent, copyright, trade secret, and proprietary information technias, skerate, raving, modere inue dos, knots, and proceses, aped to the current, future, and proposed products and services of each of the parties, and includes, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information; or B. Information related that would identify a client of any one of Company's programs as an alcohol or drug abuser either directly, by reference to other publicly available information, or through verification ofsuch an identification by another person; or
C. Information related to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (i) that identifies the individual; or (ii) with respect to which there is a reasonable basis to believe the information can be used to identify the individual; or D. Information related to the services contemplated as being provided under the Contract, including but not limited to compensation; or
E. Disclosed verbally or in writing as "Confidential."
2. Federally Restricted Information. Check all that apply:
• Company expects that Vendor will have access to information described under Section 1(B), and accordingly, Company and Vendor have executed a Qualified Service Organization Agreement and attached it as Exhibit AA, the contents of which are incorporated by reference as though set forth in full here.
• Company expects that Vendor will have access to information described under Section 1(C), and accordingly, Company and Vendor have executed a Business Associate Agreement and attached it as Exhibit BB, the contents of which are incorporated by reference as though set forth in full here. • Company expects that Vendor will have not have access to information described under Section 1(B) or (C). Vendor agrees to immediately notify Company if it receives such information in the course of its work, and Vendor further agrees Vendor will execute the agreements required by federal law at that time.
Company Initials: JA
3. Internal Disclosure. The parties' confidentiality and nondisclosure obligation under Section 1 shall include disclosure to any party other than the minimum number of its own responsible employees and agents who are directly engaged in the consultation, evaluation, and preparation of information with respect to the purposes of this Agreement, and to whom it is essential to disclose the same. The names and job titles, or project roles, shall be provided in writing to and shall be subject to the approval of the other party in advance of any such internal disclosure. Each party hereby represents and warrants that it shall take all reasonable steps to ensure that such employees and agents, whether during or after their employment or engagement, shall treat confidential information as such and keep it secret from other entities or persons.
4. Excepted Information. The parties' confidentiality and nondisclosure obligation under Section 1 with respect to information described in Section 1, subsections (A), (D), or (E) shall not include that information which Vendor can prove was public information, or Vendor's proprietary information lacking any reference to Company or any reference which may by reasonable inference identify Company.
5. Term. The parties' confidentiality and nondisclosure obligation under Section 1 shall terminate at the expiration of the Contract or by the mutual written agreement of the parties that subsequent communications and activities shall not be governed by this Agreement. However, the confidentiality and nondisclosure obligation under Section 1 as it pertains to any and all Confidential Information heard, viewed, or otherwise received prior to the termination of this agreement shall continue in perpetuity, except as limited in 4 above.
6. Property Rights. Nothing in this Agreement shall be construed to grant a party any license or any other right to any of the other party's intellectual property, and nothing herein shall obligate the either party to enter into any further agreements with the other party.
7. Remedy. Vendor and Company agree that a breach of any of the promises or agreements contained in this Agreement will result in irreparable and continuing damage for which there will be no adequate remedy at law, and either party shall be entitled, without limitation, to injunctive relief or a decree for specific performance, or both, and any such other relief as may be proper.
8. Amendment. This Agreement may only be amended by a written instrument duly executed by both parties. No waiver of any provision of this Agreement shall be effective unless it is duly executed by the party whose rights are being waived. No waiver with respect to any one occurrence, action, or inaction, similar or otherwise.
9. Assignment. This Agreement shall be binding on and inure to the benefit of any partner, subsidiary, affiliate, successor or assign of either party participating in the evaluation of the subject matter, as if a party of this Agreement.
10. Choice of Law. This Agreement shall be governed by the laws of the State of California, and any controversy or claim arising out of this Agreement shall be adjudicated in a court of competent jurisdiction therein. The prevailing party shall recover from the other party its costs, including reasonable attorney fees. Costs of the arbitration will initially be shared equally, but the prevailing party will be entitled to recover arbitration fees paid by it from the other party.
11. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.
12. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information which Vendor may encounter in the course of Vendor's work under the Contract and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. 1.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies of the same shall be treated as originals.
IN WITNESS WHEREOF, the parties have executed this Confidentiality and Nondisclosure Agreement as of the date and year last below written.
City of Bell
Vendor
By:
Its:
Date:
The Salvation Army, a California corporation
By:
Its: SECRETARY, TERRY HUGHE
Attest:
Its:
Date:
Exhibit AA
Qualified Service Organization Agreement
This Qualified Service Organization Agreement (QSOA) is made by and between The Salvation Army, a California corporation, (Company) and the City of Bell, a California Municipal Corporation (Vendor).
WHEREAS, Company has engaged or intends to engage Vendor's services under a separate contract (the Contract); and
WHEREAS, Company has reason to believe that in the course of Vendor's work under the Contract, Vendor may have access to information related that would identify a client of any one of Company's programs as an alcohol or drug abuser either directly, by reference to other publicly available information, or through verification of such an identification by another person;
WHEREAS, such information may be covered by the restrictions in Title 42, Chapter 1, Subchapter A, Part 2, of the Code of Federal Regulations (Covered Information).
NOW, THEREFORE, in consideration of the above premises and commitments contained herein, it is hereby agreed that:
1. Vendor hereby acknowledges that in the course of providing professional services under the Contract, ifit receives, stores, processes, or otherwise deals with any Covered Information, Vendor is fully bound by the restrictions set forth in 42 CFR §$ 2.1 - 2.67. Company can provide a copy of these regulations on request.
2. Vendor agrees that, if necessary, Vendor will resist in judicial proceedings any efforts to obtain access to Covered Information except as permitted by the regulations described above.
3. Vendor's obligation in this Exhibit A shall continue to the extent required by the regulations described above.
4. This QSOA may be executed in any number of counterparts, each of which shall be deemed an original.
Facsimile copies of the same shall be treated as originals.
IN WITNESS WHEREOF, the parties have executed this Qualified Service Organization Agreement as of the date and year last below written.
City of Bell The Salvation Army, a California corporation Vendor
By: By: sone
Its: Its: SECRETARY, TERRY HUGHES
Date:
Attest:
Its:
Date:
Exhibit BB
Business Associate Agreement
This Business Associate Agreement (BAA) is made by and between The Salvation Army, a California corporation, (Company or Covered Entity) and the City of Bell, a California Municipal Corporation (Vendor or Business Associate).
WHEREAS, Vendor has engaged or intends to engage Company's services under a separate contract (the Contract); and
WHEREAS, Company has reason to believe that in the course of Vendor's work under the Contract, Vendor may have access to information related to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (i) that identifies the individual; or (ii) with respect to which there is a reasonable basis to believe the information can be used to identify the individual; and WHEREAS, Company and Vendor wish to meet their respective obligations, to the extent applicable, under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and more specifically under the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E (the Privacy Rule).
NOW, THEREFORE, in consideration of the above premises and commitments contained herein, Covered Entity and Business Associate agree as follows:
1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning asthose terms in the Privacy Rule.
a. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. A reference in this BAA to a section in the Privacy Rule means the section as in effect or as amended b. Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 8164.502(g).
c. Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR §160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. d. Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR §164.103.
e. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee.
2. Obligations and Activities of Business Associate.
Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the BAA or as Required By Law. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information and agrees to report to Covered Entity, within twenty-four (24) hours, any use or disclosure of Protected Health Information not permitted or required by this BAA of which it becomes aware. b. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.
Business Associate agrees to ensure that any agent, including a subcontractor, to whom itprovides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information. However, in no instance may Business Associate engage an agent or subcontractor without the prior written approval of Covered Entity, such approval shall be in the sole discretion of the Covered Entity. Business Associate agrees to ensure that any and all employees of Business Associate agree to adhere to the restrictions and conditions that apply through this BAA to Business Associate. d. If Business Associate creates, receives, maintains, or transmits electronic Protected Health Information during the course of its work as Vendor under the Contract, then Business Associate agrees to implement administrative, physical, and technical safeguards to protect the confidentiality of the information. Business Associate also agrees to ensure that its agents, including subcontractors, to whom it provides the information, agree to implement safeguards to protect it. However, in no instance may Business Associate engage an agent or subcontractor without the prior written approval of Covered Entity, such approval shall be in the sole discretion of the Covered Entity. Business Associate agrees to report to Covered Entity, within twenty-four (24) hours, any security irregularity, breach, or similar incident of which it becomes aware. e. Business Associate agrees to make internal practices, books, and records, including policies and procedures relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to Covered Entity on five (5) days' written notice, or to the Secretary at a time and in a manner designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.
Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures, as well as its policies and procedures related to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity, as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528.
g. Business Associate agrees to provide to Covered Entity or an Individual, on five (5) days' written notice, information received or created in the scope of Business Associate's work as Vendorunder the Contract, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR $164.528.
3. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this BAA, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as may be permitted or required in the Contract, this BAA, or otherwise required by law, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
4. Obligations of Covered Entity.
a. Covered Entity shall notify Business Associate of any changes to the Privacy Rule, or the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (HIPAA), more broadly, to the extent which they may affect Business Associate's or Company's obligations under this BAA.
b. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information.
c. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.
5. Term and Termination.
a. Term. The Term of this Agreement shall be effective as of the date last below written and shall terminate on the later of the date on which
i. All of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section; or ii. The Contract is terminated or expires.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:
i. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this BAA and the Contract if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; or ii. Immediately terminate this BAA and the Contract if Business Associate has breached a material term of this BAA and cure is not possible; or
iii. If neither termination nor cure are feasible, Covered Entity shall report the violation to the Secretary.
c. Effect of Termination.
i. Except as provided in paragraph (il) of this section, upon termination of this BAA, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information.
ii. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon five (5) days' written notice that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the retur or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.
6. Indemnity. Business Associate shall indemnify and defend Covered Entity, including its officers, directors, employees, agents, and volunteers, and hold it and them harmless against any and all claims, actions, suits, fines, penalties, judgments, liabilities or costs of any kind, including attorney's fees and other litigation expenses, for any injury or damage to any person or property whatsoever arising out of a breach of securityof the Protected Health Information involved in Business Associate's scope of work under the Contract.
7. Amendment. Business Associate agrees to take such action as is necessary to amend this BAA from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and HIPAA.
8. Interpretation. Any ambiguity in this BAA shall be resolved to permit Covered Entity to comply with the Privacy Rule.
9. No Third Party Beneficiaries. Nothing in this BAA shall be construed to confer upon any person other than Covered Entity and Business Associate, and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
10. Survival. Sections 1, 5(c), 6, 8, 9, and 10 of this Agreement shall survive the termination of this BAA.
I1. Counterparts. This BAA may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies of the same shall be treated as originals.
12. Notice. Notice required under this BAA shall be made by United States Mail, express courier, or facsimile to following persons, at the given addresses and numbers:
If to Covered Entity:
The Salvation Army
30840 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Legal Department
If to Business Associate:
Address
Address
Faesinite Number
Attn:_
IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the date and year last below written.
City of Bell The Salvation Army, a California corporation Vendor
By: By: JOK
Its: Its: SECRETAR TERRY HUGHES
Date: Attest:
Its:
Date:
CONSENT TO RELEASE INFORMATION TO A THIRD PARTY FROM THE SALVATION ARMY (TSA")
CONFIDENTIALITY STATEMENT
As a client or former client of a TSA program, you must give TSA written permission before it will discuss or otherwise exchange your information in writing with a third party (e.g., a probation/parole officer, lawyer, relative, agency, etc.), including the mere confirmation of whether you participated in a TSA program. You may request a review of your counseling or other records with a staff person at a reasonable time. However, the confidential information of other individuals may not be reviewed absent their written consent on a form like this one. In order to provide you the best service, TSA may internally exchange information between its different components on a need-to-know basis. Under all circumstances, your confidentiality will be respected and guarded.
This notice and consent-to-release form describes how mental-health, substance abuse-related, and other information about you may be used and disclosed and how you can obtain access to such information. Please review it carefully.
NOTICE TO AGENCY OR INDIVIDUAL RECEIVING CONFIDENTIAL INFORMATION: This information has been disclosed to you from records that may be protected by federal and state confidentiality rules (e.g., those codified at 42 C.F.R. part 2, those of the Health Insurance Portability and Accountability Act ("HIPAA"), or other applicable laws and regulations). Generally, the federal and state rules prohibit you from further disclosing this information unless expressly permitted by the written consent of the person to whom it pertains or as otherwise permitted by applicable laws and regulations. A general authorization for the release of medical or other information is NOT sufficient for that purpose. The federal rules restrict any use of the information to criminally investigate or prosecute any patient being treated for alcohol or substance abuse.
CLIENT'S RELEASE OF CONFIDENTIAL INFORMATION
Your records are considered confidential and may be protected by federal law and regulations. They will not be released to other individuals or agencies without your written consent, which you are providing through this form. However, certain information protected by 42 C.F.R. part 2 may be released without your authorization under the following circumstances: 1) Upon TSA's receipt of a legitimate court order; 2) to medical personnel in a medical emergency; 3) to qualified personnel for research, audit, or program evaluation; 4) if you threaten or commit a crime on the program premises or against TSA personnel; 5) if there is evidence to suggest child abuse or neglect, or risk of harm to a child; 6) if you pose a threat of serious harm to self or to others; 7) if necessary to provide a counseling-related service, TSA staff may internally share your information with other TSA staff, strictly on a need- to-know basis; and 8) if there is a Qualified Service Organization Agreement ("QSOA") in effect for a specific service, e.g., laboratory or medical services. Violation of certain confidentiality rules is a crime and may be reported to TSA. Please ask TSA staff for help if you are concerned or need assistance understanding any part of this form.
EACH SECTION MUST BE COMPLETED
I. I, , hereby knowingly and voluntarily consent to and authorize the release of information from my records as specified below.
Il. The information may be exchanged between the following persons/organizations:
Name of Facility: The Salvation Army, at its Bell Shelter Address: 5600 Rickenbacker Rd., Bldg. 2A/B. Bell,CA 90201 and
Name of Individual, Agency, or Facility:
Address:
III. These persons/organizations may communicate regarding and disclose to each other the following information related to me:
•Program attendance and compliance • Counseling records (except mental-health notes) • Progress toward counseling goals • Behavioral Health Assessment summary • Recommendations for future case management • Medical referral • Contact information • Other (be specific):
The information to be released may be released: O in writing O verbally electronically IV. The purpose of or need for this disclosure is:_
•The Salvation Army is making an internal referral between its own units/components.
V. I understand that I may revoke this authorization at any time, except to the extent that action has already been taken in reliance upon it. This authorization must be revoked in writing for data protected under HIPAA but may be revoked orally for data protected under 42 C.F.R. part
2. One of the persons/organizations to which information is being released can provide you with a form for revoking your consent, if applicable. If this authorization is not specifically revoked earlier, it will terminate after:
• 60 days • 90 days Cone year from date of signature Owhen my last program session is complete VI. I understand that I might be denied services if I refuse to consent to a disclosure for purposes of treatment, payment, or healthcare operations, if permitted by law. I will not be denied services if 1 refuse to consent to a disclosure for other purposes.
VII. I have reviewed the guidelines above regarding confidentiality and have received a copy of this document.
Signature of Client Date
Last updated 02/14; v. l.1