BLUE FOLDER ITEM
Blue folder items are additional back up material to administrative reports and/or public comments received after the printing and distribution of the agenda packet for receive and file.
CITY COUNCIL MEETING
May 9, 2023
H.7. APPROVE SERVICE AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND BOBBY JAMAAL SAMPSON FROM MAY 9, 2023 TO JUNE 30, 2024 FOR AN AMOUNT NOT TO EXCEED $60,000.
APPROVE BUSINESS ASSOCIATE AGREEMENT FROM MAY 9, 2023 TO JUNE 30, 2024.
CONTACT: MICHAEL W. WEBB, CITY ATTORNEY
Attached are the following documents:
- Service Agreement between the City of Redondo Beach and Bobby Jamaal Sampson - Business Associate Agreement between Bobby Jamaal Sampson and the City of Redondo Beach
1 SERVICE AGREEMENT
BETWEEN THE CITY OF REDONDO BEACH
AND BOBBY JAMAAL SAMPSON
This SERVICE AGREEMENT (hereinafter "Agreement") is entered into as of May 9, 2023 by and between the City of Redondo Beach, a chartered municipal corporation and Bobby Jamaal Sampson, a licensed clinical social worker (hereinafter "Social Worker").
WHEREAS, Social Worker provides Mental Health Services to the general public; WHEREAS, the City provides services and housing support to homeless individuals at the monthly outdoor homeless court (the “Homeless Court”) and participant’s cases are dismissed once they secure permanent housing; and
WHEREAS, the City desires to retain Social Worker to provide Mental Health Services to participants of Homeless Court and people with Mental Disorders located in the City; WHEREAS, Social Worker is duly licensed by the State of California as a clinical social worker and is qualified and competent to provide Mental Health Services; and WHEREAS, Social Worker desires to provide Mental Health Services to participants of Homeless Court and people with Mental Disorders located in the City.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties hereby agree as follows:
SECTION 1: DEFINITIONS
A. “Mental Health Services” means services as described in Exhibit “A.” B. “Course of Treatment” means the period of time during which Patient is receiving the Mental Health Services. A Course of Treatment begins on the day Patient first receives Services and runs continuously through the day the Social Worker terminates his relationship with Patient.
C. "Mental Disorder" means a condition that affects thinking, perception, mood, and behavior.
D. “Patient” means an individual, couple, group, or family that has accepted Mental Health Services from Social Worker and/or is a participant of the Homeless Court seeking to receive Mental Health Services.
E. “Protected Health Information” (“PHI”) means any individually identifiable health information that is created, received, stored or transmitted by a Social Worker or its Business Associate. This shall include the following:
1. The individual's past, present or future physical or mental health or condition.
2. Any health care services provided to the individual.
3. The payment for those health care services.
4. Any information that can be used to identify the individual, including but not limited to, name, address, social security number, and medical record number. 2 SECTION 2: SOCIAL WORKER’S SERVICES & RESPONSIBILITIES A. Social Worker is duly licensed by the State of California as a clinical social worker. Said license is in good standing, and no disciplinary actions have been taken against such license by the California Board of Behavioral Sciences or any other state or federal agency.
B. Social Worker is an individual, with a principal place of business located at (2720 West 48th Street, Los Angeles, California, 90043).
C. Throughout the Course of Treatment for Mental Health Services, Social Worker shall personally perform the services as described in Exhibit “A” timely, appropriately, and if applicable, consistent with generally accepted Mental Health counseling practices. Such services will be provided to Patient(s) at a location agreed upon by both Patient and Social Worker. Social Worker alone may determine the methods, details, and manner of the Services rendered.
D. Social Worker shall conduct and document all Mental Health Services in a manner enabling City to seek reimbursement from third parties. Social Worker shall complete such records in a manner that complies with applicable law and the Ethical Standards of the California Society for Clinical Social Work.
E. Social Worker agrees to perform only those services that Social Worker is qualified by education, training, and experience to provide.
F. Social Worker shall notify City of any civil, criminal, or administrative actions commenced against Social Worker by a government agency, a Patient, or a professional association.
G. Social Worker shall not refuse to provide Mental Health Services, or discriminate in the provision of such services, on any basis that violates any federal, state, or local antidiscrimination laws or regulations or the Ethical Standards of the California Society for Clinical Social Work.
H. Upon mutual agreement of both parties, Social Worker shall attend City meeting(s).
I. Social Worker agrees to use City’s proprietary information only in relation to the obligations of Social Worker under this Agreement. Social Worker shall not, during the term of this Agreement or after termination of it, disclose or use any of City’s proprietary information for Social Worker’s own benefit or for the benefit of a third party.
SECTION 3: CITY SERVICES AND RESPONSIBILITIES. City will pay Social Worker compensation as provided in Exhibit “B”, to provide the Mental Health Services to people with Mental Disorders located in the City and/or participants of Homeless Court.
SECTION 4: INSURANCE. Social Worker, at his or her sole expense, agrees to maintain adequate insurance for professional and general liability purposes. Adequate professional and general liability insurance shall each be a minimum of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate, unless City agrees, in writing, to a specific exception for Social Worker.
3 A. Social Worker shall provide City with a copy of Social Worker’s current professional and general liability insurance certificates.
B. If Social Worker’s professional liability insurance is reduced, terminated, or changed, Social Worker shall notify City of such reduction, termination, or change prior to such reduction, termination, or change occurring.
SECTION 5: NATURE OF RELATIONSHIP BETWEEN CITY AND SOCIAL WORKER. This Agreement shall not make Social Worker an employee of City, a partner with City, an agent of City, or in a joint venture with City. Social Worker is and shall remain an independent contractor in his or her relationship to Social Worker.
SECTION 6: PAYROLL TAXES. Payroll taxes, including federal, state, and local taxes, shall not be withheld or paid by City on behalf of Social Worker. As an independent contractor, Social Worker is solely responsible for paying all federal, state, and local taxes mandated by applicable state and federal laws.
SECTION 7: FRINGE BENEFITS. Since Social Worker is an independent contractor and not an employee of City, Social Worker is not eligible for and shall not participate in any employment benefits offered by Social Worker to its employees, including, but not limited to, vacation, pension, health, disability, or other fringe benefits.
SECTION 8: WORKERS’ COMPENSATION. City shall not obtain workers’ compensation insurance on behalf of Social Worker or Social Worker’s employees, if any, and Social Worker shall comply with California’s workers’ compensation laws concerning the insuring of its business and employees for workers’ compensation purposes.
SECTION 9: TERM OF AGREEMENT. This Agreement shall commence on May 9, 2023 and shall expire on June 30, 2024, unless otherwise terminated as provided herein.
SECTION 10: TERMINATION WITHOUT CAUSE. City may terminate this Agreement by giving thirty days (30) written notice to the Social Worker of its intent to terminate this Agreement. Such termination may be made with or without cause. During the thirty day (30) period after such notice is sent, Social Worker shall continue to act towards City in good faith.
Social Worker shall be compensated for all services performed prior to termination; provided, however, there is no dispute over the amount of the invoice.
SECTION 11: TERMINATION WITH CAUSE. Should Social Worker fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Social Worker shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Social Workers' breach of this Agreement.
SECTION 12: CESSATION OF PROFESSIONAL SERVICES AND CONTINUITY OF CARE
OF CLIENTS
A. Prior to any termination of the Agreement, Social Worker shall meet with each Patient that Social Worker is providing Mental Health Services to and explain that Social Worker will no 4 longer be providing funded by the City. Social Worker acknowledges and agrees that in California patients have a right to choose who will render their mental health care to them.
B. Social Worker shall give each Patient the option of discontinuing treatment; receiving referrals to other Practitioners in the community; or, becoming a client of Social Workers’ at his or her principal place of business.
SECTION 13: SUBCONTRACTORS. Social Worker shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Social Worker shall not engage the services of any person or persons without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
SECTION 14: NO AUTHORITY TO BIND CITY. Social Worker has no authority to enter into contracts or agreements on behalf of City, and this Agreement in no way creates a partnership or other type of joint venture between the parties.
SECTION 15: DECLARATION BY SOCIAL WORKER
A. Social Worker declares and states that he or she shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement.
B. Social Worker shall also obtain any applicable licenses that are required to carry out the work to be performed under this Agreement. This shall include, but not be limited to, obtaining a Redondo Beach Business License before performing any services required under this Agreement. The failure to comply with this section shall be a material breach of this Agreement and grounds for immediate termination by City. However, City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
SECTION 16: NOTICES. Any notice given in connection with this Agreement shall be given in writing and delivered either by hand to the other party or by certified mail, return receipt requested, to the address set forth below. Any party may change its address stated herein by giving notice of such change in accordance with this provision. Notice is deemed effective on the third day if sent by certified mail, and the next business day if delivered by hand.
If to City: City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
Attention: Michael W. Webb, City Attorney
If to Social Worker: Bobby Jamaal Sampson
417 Centinela Ave, Apt. 518
Inglewood CA 90302
SECTION 17: CONFLICT OF INTEREST. Social Worker acknowledges, represents and warrants that Social Worker shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement.
Social Worker further acknowledges, represents and warrants that Social Worker has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Social Worker acknowledges that in the event that Social Worker shall be 5 found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
SECTION 18: INDEMNITY. Social Worker agrees to indemnify, defend, and hold harmless the City, including its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”), from and against any and all claims, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Social Worker’s performance or work hereunder, its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Social Worker’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Social Worker or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
A. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Social Worker because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
B. Waiver of Right of Subrogation. Social Worker, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
SECTION 19: NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
SECTION 20: INTEGRATION. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Social Worker and City may be used to assist in the interpretation of the exhibits to this Agreement.
SECTION 21: AMENDMENT. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
SECTION 22: CONFLICTING PROVISIONS. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Social Worker.
SECTION 23: NON-EXCLUSIVITY. Notwithstanding any provision herein to the contrary, the services provided by Social Worker hereunder shall be non-exclusive, and City reserves the right to employ other providers in connection with the work described herein.
SECTION 24: EXHIBITS. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Social 6 Worker, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
SECTION 25: TIME OF ESSENCE. Time is of the essence of this Agreement.
SECTION 26: CONFIDENTIALITY. To the extent permissible under law, Social Worker shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
SECTION 27: ASSIGNMENT OF AGREEMENT
Social Worker shall not assign this Agreement in whole or in part. Any attempt by Social Worker to assign this Agreement to another party shall be null and void.
SECTION 28: THIRD PARTIES. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties." SECTION 29: GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
SECTION 30: ATTORNEYS’ FEES. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs. This provision shall survive the termination of this Agreement.
SECTION 31: INTERPRETATION. Social Worker acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
SECTION 32: SEVERABILITY. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
SECTION 33: AUTHORITY. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Social Worker warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Social Worker, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Social Worker.
SECTION 33: WAIVER. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SECTION 34: HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (“HIPAA”). Social Worker agrees to comply with the Health Insurance Portability and Accountability Act (“HIPAA”) regulations as required by law. This includes but is not limited to the following:
7 A. Safeguarding PHI: Social Worker shall use reasonable and appropriate safeguards to prevent unauthorized use or disclosure of PHI. Social Worker shall ensure that any PHI is stored securely, and only accessed by authorized personnel.
B. Reporting: In the event of any unauthorized use or disclosure of PHI, Social Worker shall promptly report such incident to the City and any affected individuals as required by law.
C. Training: Social Worker shall ensure that any personnel who have access to PHI receive appropriate training on HIPAA regulations and are aware of their responsibilities to safeguard PHI.
D. Business Associate Agreements: Social Worker shall ensure that any third-party vendors or contractors who have access to PHI sign a Business Associate Agreement that outlines their responsibilities under HIPAA.
E. Compliance with HIPAA Regulations: Social Worker shall comply with all HIPAA regulations as required by law and as may be updated from time to time.
F. Record Retention: Social Worker shall retain all PHI in accordance with HIPAA regulations and applicable state and federal laws. Under HIPAA, retention periods are at least six (6) years from the date of creation or the date when it was last in effect, whichever is later.
1. Minimum Retention Period. Unless the State requires longer retention periods, the Social Worker shall retain PHI in accordance with the following minimum retention periods:
a. Medical Records: At least six (6) years from the date of creation or the date when it was last in effect, whichever is later.
b. Financial and Administrative Records: At least six (6) years from the date of creation or the date when it was last in effect, whichever is later. c. Other Records: At least two (2) years from the date of creation or the date when it was last in effect, whichever is later.
2. Destruction of Records. Social Worker shall dispose of all PHI in a manner that ensures the confidentiality, integrity, and availability of the information. Social Worker shall follow its policies and procedures for the destruction of PHI, which shall include using a secure method of destruction, such as shredding or incineration.
3. Access to Records. Social Worker shall provide access to PHI in accordance with HIPAA and any other applicable laws or regulations. Social Worker shall maintain all records and documentation related to PHI in a manner that allows for timely and efficient access to the information.
4. Audit and Monitoring. Social Worker shall implement and maintain policies and procedures for auditing and monitoring the retention of PHI. Social Worker shall 8 periodically review and update its policies and procedures to ensure compliance with HIPAA and any other applicable laws or regulations.
5. Record Retention Agreement. Social Worker shall obtain a written agreement from any Business Associate that requires the Business Associate to comply with the record retention requirements set forth in this provision.
G. Cooperation: Social Worker shall cooperate with the City to ensure compliance with HIPAA regulations and respond to any inquiries from the City regarding HIPAA compliance.
Social Worker understands and acknowledges that any violation of this HIPAA Compliance Provision may result in termination of this Agreement and/or legal action.
SIGNATURES FOLLOW ON NEXT PAGE
9 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 9th day of May, 2023.
CITY OF REDONDO BEACH, BOBBY JAMAAL SAMPSON,
a chartered municipal corporation a licensed clinical social worker
_____________________________ By: _______________________ William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED:
_____________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney
10 EXHIBIT “A”
SCOPE OF WORK
MENTAL HEALTH SERVICES. Social Worker shall perform the following services.
A. Provide psychotherapy to individuals and members of the community and/or participants of Homeless Court. Complete a biopsychosocial assessment to help identify symptoms and behaviors negatively impacting a person's functioning.
B. Develop a treatment plan to resolve or cope with mental or emotional problems, including individual, group, family, or marital counseling, case management, racial disparities, and sexuality.
C. Develop the length of therapy needed to help Patient(s) explore the following.
1. Priorities of their problems.
2. Therapy methods to be used.
3. The manner and potential modification of treatment goals.
D. Participate in weekly outreach and engagement efforts to locate Patient(s) who would benefit from therapy and linkage to agencies to treat Mental Disorders impacting their functioning.
E. Provide case management services to secure resources for Patient(s) to achieve treatment goals.
F. Assist in linking Patient(s) to other treatment sources, including but not limited to, a psychiatrist, psychologist, substance abuse treatment, and mental health outpatient clinics to help improve mental health functioning.
G. Participate in multi-disciplinary team conferences to discuss and evaluate the nature of the Patient’s problem and evaluate the Patient's progress.
11 EXHIBIT "B"
COMPENSATION
Provided Social Worker is not in default under this Agreement, Social Worker shall be compensated as provided below.
A. AMOUNT. Social Worker shall be paid an hourly rate of $100 for all services described in this Agreement.
B. EXPENSES. Expenses incurred by Social Worker in performance of this work shall be included in the hourly rate.
C. NOT TO EXCEED AMOUNT. In no event shall the total amount paid to Social Worker, exceed $60,000 during the term of this Agreement.
D. METHOD OF PAYMENT. Social Worker shall provide monthly invoices to City for approval and payment for those services performed in the month prior to invoice submission.
Invoices must include date of service, services performed, hours worked, hourly rate, and total amount. Invoices must be adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Social Worker may be required to provide back-up material upon request. If no work is performed in a given month, no invoice is required.
E. SCHEDULE FOR PAYMENT. City agrees to pay Social Worker within thirty days of City’s receipt of Social Worker’s monthly invoice; provided that services are completed to the City’s reasonable satisfaction and there is no dispute over the amount. 1 BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“Agreement”) is entered into by and between Bobby Jamal Sampson, licensed clinical social worker (“Covered Entity”) and the City of Redondo Beach, a chartered municipal corporation (“Business Associate”) (collectively, the “Parties”) and is effective as of May 9, 2023 (the “Effective Date”).
WHEREAS, on May 9, 2023, Covered Entity and Business Associate entered into a Service Agreement whereby Covered Entity will provide certain mental health services; and WHEREAS, Covered Entity is engaged in the provision of healthcare services and is subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act");
WHEREAS, Business Associate provides certain services to Covered Entity that involve the use and/or disclosure of Protected Health Information ("PHI"), as defined under HIPAA; WHEREAS, Business Associate and Covered Entity intend to comply with HIPAA and the HITECH Act; and
WHEREAS, Business Associate and Covered Entity desire to enter into this Agreement to ensure that Business Associate properly protects and secures PHI as required by HIPAA and the HITECH Act.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties hereby agree as follows:
Section 1. Covered Entity Responsibilities
1.1 Permitted Uses and Disclosures. Covered Entity shall only disclose PHI to Business Associate for the purpose of performing the services set forth in the Service Agreement.
Covered Entity shall not disclose any PHI to Business Associate that is not necessary for the performance of such services.
1.2 Minimum Necessary. Covered Entity shall make reasonable efforts to ensure that any PHI disclosed to Business Associate is limited to the minimum necessary information required for Business Associate to perform its obligations under the Service Agreement.
1.3 Notice of Privacy Practices. Covered Entity shall provide Business Associate with a copy of its Notice of Privacy Practices no later than ten (10) days after the Effective Date.
1.4 Access to PHI. Covered Entity shall provide Business Associate with access to PHI as necessary to perform the services set forth in the Service Agreement. 2 Section 2. Business Associate Responsibilities
2.1 Use and Disclosure of PHI. Business Associate shall use and disclose PHI only as necessary to perform its obligations under the Service Agreement and as permitted or required by law. Business Associate shall comply with all applicable requirements of the HIPAA Rules with respect to PHI.
2 2.2 Safeguards. Business Associate shall implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI, in accordance with the Security Rule of the HIPAA Rules.
2.3 Training. Business Associate shall provide training to its employees and agents who access or use PHI to ensure they are aware of the requirements of the HIPAA Rules and their responsibilities with respect to PHI.
2.4 Subcontractors. Business Associate shall ensure that any subcontractors it engages to perform services on behalf of Covered Entity that involve access to or use of PHI are bound by written agreements that contain the same restrictions, conditions, and requirements as apply to Business Associate under this Agreement.
2.5 Reporting. Business Associate shall report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident involving PHI, within forty-eight (48) hours of discovery of such use, disclosure or incident.
2.6 Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate or its agents or subcontractors in violation of this Agreement. 3 Section 3. Indemnification and Insurance
3.1 Indemnification by Business Associate. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) Business Associate’s breach of this Agreement, (ii) any unauthorized use or disclosure of PHI by Business Associate or its agents or subcontractors, or (iii) any other act or omission of Business Associate or its agents or subcontractors that violates the HIPAA Rules.
3.2 Indemnification by Covered Entity. Covered Entity agrees to indemnify, defend, and hold harmless Business Associate, its officials, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) Covered Entity’s breach of this Agreement, including but not limited to, any breach of warranties or representations made by the Covered Entity, (ii) any violation of applicable laws or regulations by Covered Entity; or (iii) any negligent or intentional act or omission of Covered Entity or its agents or employees
3.3 Insurance. Business Associate shall maintain throughout the term of this Agreement, and for six (6) years thereafter, liability insurance coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate for claims arising from the use or disclosure of PHI by Business Associate or its agents or subcontractors. Such coverage shall include 3 cyber liability insurance and commercial general liability insurance. Business Associate shall provide proof of such insurance to Covered Entity upon request.
Section 4. Term and Termination
4.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until the termination of the Service Agreement between the Parties or until such time as the obligations imposed by the HIPAA Rules are no longer applicable to the Parties, whichever occurs first.
4.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the terminating Party determines, in its sole discretion, that the other Party has breached a material term of this Agreement and has failed to cure such breach within thirty (30) days of receipt of written notice thereof.
4.3 Obligations Upon Termination. Upon termination of this Agreement, Business Associate shall return or destroy all PHI received from Covered Entity or created, maintained, or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and shall retain no copies of such PHI. Business Associate shall provide written certification of its compliance with this Section 4.3 to Covered Entity within thirty (30) days of the termination of this Agreement.
4.4 Survival. The obligations of Business Associate under this Agreement shall survive the termination of this Agreement and shall continue to bind Business Associate and its agents and subcontractors with respect to any PHI received or created by Business Associate while this Agreement was in effect.
Section 5. Miscellaneous
5.1 Entire Agreement. This Agreement and the Service Agreement represent the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, and understandings.
5.2 Amendment. This Agreement may be amended or modified only by a written instrument executed by both Parties.
5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which Covered Entity is located.
5.4 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the Parties hereto and such assigns, any legal or equitable rights hereunder.
5.5 Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) business day after being sent via email or facsimile, if confirmed by a hard copy sent by registered or certified mail, return receipt 4 requested, postage prepaid. Notice to Covered Entity shall be sent to the address set forth in the Service Agreement, and notice to Business Associate shall be sent to the address set forth below Business Associate's signature.
SIGNATURES FOLLOW ON NEXT PAGE
5 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 9th day of May, 2023.
CITY OF REDONDO BEACH, BOBBY JAMAAL SAMPSON,
a chartered municipal corporation a licensed clinical social worker
_____________________________ By: _______________________ William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED:
_____________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney