THE BOARD OF SUPERVISORS OF THE COUNTY OF STANISLAUS ACTION AGENDA SUMMARY

HEALTH SERVICES AGENCY BOARD AGENDA# *B-8

Urgent AGENDA DATE September 2 1 , 20D4

415 Vote Required YES N O ?

SUBJECT:

APPROVAL TO ENTER AN AGREEMENT WlTH GOLDEN VALLEY HEALTH CENTERS AND WlTH OAK VALLEY HOSPITAL FOR THE PROVISION OF MEDICAL SERVICES FOR HEALTHY CUBS BENEFICIARIES

STAFF RECOMMEN- DATIONS:

I APPROVAL TO ENTER AN AGREEMENT WlTH GOLDEN VALLEY HEALTH CENTERS AND WlTH OAK VALLEY HOSPITAL FOR THE PROVISION OF MEDICAL SERVICES FOR HEALTHY CUBS BENEFICIARIES

2. AUTHORIZE THE MANAGING DIRECTOR, OR HER DESIGNEE, TO EXECUTE THE AGREEMENTS.

FISCAL IMPACT:

Approval of this recommendation will have no net fiscal impact to the Agency. Under our agreement with the Stanislaus County Children and Families Commission, the expenses incurred as a result of these contracts will be fully reimbursed.

............................................................................................................ BOARD ACTION AS FOLLOWS:

NO. 2004-71 1

On motion of Supervisor ---- _S_m_e!--- ---- , Seconded by Supervisor ---- GJQY~I and approved by the following vote, Ayes: Su~ervisors:-P_a~1,??-adie~d~G~~ver,~Sim~_n~-a~n~Gba_i~~a_nGa_~~s_~ -------------- - - -- - ------ - --------- - ----- - Noes: Supervisors:-N-o-n-eeeeeeeeeeeeeeeeeeee .................................................................. Excused or Absent: Supewisors:N~~e ........................................................................ Abstaining: Supewisor:Nona ................................................................................ 1) X Approved as recommended 2) Denied 3) Approved as amended 4) Other: MOTION:

101 0-08

ATTEST: CHRISTINE FERRARO TALLMAN, Clerk File No.

APPROVAL TO ENTER AN AGREEMENT WlTH GOLDEN VALLEY HEALTH CENTERS AND WlTH OAK VALLEY HOSPITAL FOR THE PROVISION OF MEDICAL SERVICES FOR HEALTHY CUBS BENEFICIARIES

PAGE 2

DISCUSSION: In the Fall of 2002, the Health Services Agency proposed a new program to the Stanislaus County Children and Families Commission to provide access to care to uninsured children. The Commission approved our proposal and agreed to provide funding to implement and operate the program. Healthy Cubs became operational on January 1, 2003. Since its inception, over 3,000 children between the ages of 0 and 5 have been enrolled. Services provided to these children have been provided only within the Health Services Agency clinic system, and are available at four (4) Modesto locations and in Hughson, Turlock, and Ceres.

At the start of the program, the Agency's goal was to implement, promote and enroll as many uninsured children as possible, and after some experience with the program, explore possibilities of service expansion. After approximately one year of operations, the greatest need for program improvement was provider expansion in particular geographic areas of the County not served by an Agency medical office. As part of our continuous quality improvement process, the Agency conducted a planning retreat with several community representatives who supported the concept of provider-based expansion. The Commission is also supportive of this concept.

As a matter of addressing the needed geographic areas, while minimizing the corresponding administrative burden, the Agency identified that by working with two community providers, Oak Valley Hospital and Golden Valley Health Centers, Healthy Cubs could be offered in primary care medical offices in the following additional areas: Riverbank, Oakdale, Newman, Patterson, Westley, and additional sites in Modesto. Discussions with those organizations have led to their readiness to contract and implement the program, to serve uninsured children and pregnant woman at their primary care sites.

Under the agreement between the Agency and the Commission, medical services rendered by the Agency are reimbursed according to the Medi-Cal fee schedule on a fee for service basis. The lndigent Health Care Program Department processes the claims produced by the our clinic system and submits documentation to the Commission for reimbursement. Administrative and promotional costs are also invoiced to the Commission for reimbursement.

Should this recommendation to add the clinic sites of Golden Valley Health Centers and Oak Valley Hospital be approved by the Board, those organizations would provide services and submit industry standard claims to the Agency's lndigent Health Care Program Department for processing and payment. Agency staff would also conduct the outreach contacts with the patients in the effort to convert them to Medi-Gal or Healthy Families. Documentation of these medical expenses and the increased administrative, promotional and outreach expenses will be submitted to the Commission for

APPROVAL TO ENTER AN AGREEMENT WlTH GOLDEN VALLEY HEALTH CENTERS AND WlTH OAK VALLEY HOSPITAL FOR THE PROVISION OF MEDICAL SERVICES FOR HEALTHY CUBS BENEFICIARIES

PAGE 3

reimbursement. Should the claims volume and fiscal demands of these new external providers warrant, the Agency may need to seek an amendment to its agreement with the Commission to provide advanced funding for claims payment, with subsequent reconciliation.

POLICY ISSUES: This recommendation is consistent with the Board of Supervisors' priorities of ensuring a safe, healthy community and to promote efficient government operations.

STAFFING IMPACTS: Existing staff resources will perform the work associated with the approval of these contracts.

I REGISTRATION NUMBER:

I. This amendment is entered into between California Department of Health Services, hereafter called the State andlor ..... .........,,. .. .... .... ... Grantee)

stile of t'ellf~hla - Health and Human Sarvlces Agency - Department of Health Servlces Amendment Number

A05 GRANT AGREEMENT AMENDMENT HAW 23c (uev 7\04)

Stanislaus County Health Services Agency

5. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Grant Agreement and incorporated herein. All other terms and conditions not specifically revised by this amendment shall remain the same.

Agreement Number

99-85654

2. Grant term

From July I, 1999 ~ through "- --- June . .. -. 30,2005 .--

I. Purpose of amendment: This amendment reflects a one-year term extension, adds a Scope of Work for year 6, incorporates a Workplan, by reference, for year 6, and increases the total budget to compensate the Grantee for performing additional services in year 6. DHS is obtaining more of the same services shown in the original agreement.

3. Total grant amount

$1,260,000

11. Changes made in this amendment are shown as: Text additions are displayed in bold and underline. Text deletions are displayed as strike through text (i.e., SMke).

4 Amendment effective date: June 29,2004 unless otherwise specified.

Ill. Exhibit A, Article I, Paragraph 6, entitled Grant Period, is amended to read:

0. The term of this Grant Agreement shall be from July 1, 1999 through June 30. 2005, subject to an appropriation of funds in the fiscal year 1 9 9 9 1 ~ A c t . the fiscal year 200012001 Budget Act, the fiscal year 200112002 Budget Act, the fiscal year 2002/2003 Budget Act, & the fiscal year 200312004 Budget Act, and the fiscal year 200412005 Budqet Act.

(Xj Exempt from DGS review per AG Opinions

0 Exempt from DGS

1.2101, MS 1403, P.O. Box997413

Continued on 2 additional pages. - In Witness Whereof, this agreement has been executed by the parties hereto. .. -

GRANTEE Grantee's Name (If other then an individual, state if a corporation, partnership, nonprofit organization, etc.)

Stanislaus County Health Services Agency, (county government) Signed By (Authorized Signature) Date Signed

Printed Name and Title of Person Signing

Stanislaus County Health Services Agency 99-85654 A05

Page 2 of 3

IV. Exhibit A, Article I, Paragraph C, entitled Maximum Grant Allotment, is amended to read:

Subject to the provisions of Article I, General Provisions, Section D, "Limitation of State Liability", and Article I, General Provisions, Section El "Funding Reduction in Subsequent Fiscal Years", the grant allotment hereunder shall not exceed the following amounts:

I. $210,000 for fiscal year 199912000 (July I , 1999 - June 30, 2000). 2. $210,000 for fiscal year 200012001 (July 1, 2000 - June 30, 2001). 3. $210,000 for fiscal year 200112002 (July 1, 2001 -June 30, 2002). 3.a. $210,000 for fiscal year 200212003 (July 1, 2002 - June 30, 2003). 3.b. $210,000 for fiscal year 200312004 (July 1, 2003 - June 30, 2004). 3.c. $210,000 for fiscal vear 200412005 (Julv I, 2004 - June 30, 2005). 4. 4l+QW&W $1,260,000 for the entire term.

V. Exhibit A, Article 1, Paragraph F, entitled Additional ProvisionslExhibits, subparagraph 1, is amended to add the following exhibits:

q, Exhibit BBBBBB, entitled Fiscal Year 2004-2005, Scope of Work, consisting of two Paaes. All references to Exhibit B in the bodv of this agreement and in anv exhibits thereto, shall hereinafter be deemed to read as Exhibit 6, BB, BBB, BBBBBBBBB, and BBBBBB res~ectivelv.

r. Exhibit BBBBBB, Attachment I, entitled "Work~lan Formatllnstructions, Fiscal Year 2004-2005", consistina of one page.

s. Exhibit BBBBBB, Attachment 11, entitled "Completed Workplan - Sample, Fiscal Year 2004-2005". consisting of one Paae.

t, Exhibit CCCCCC, entitled Budoet - Fiscal Year 2004-2005, consistina of one paae. All references to Exhibit C in the bodv of this agreement and in any exhibits thereto, shall hereinafter be deemed to read as Exhibit C, CC-I, CCC-I, CCCC, CCCCC, and CCCCCC respectivelv.

VI. Exhibit A, Article I, Paragraph F, entitled Additional Provisions/Exhibits, subparagraph 1 .e., is amended to read:

e. Exhibit C, entitled "Budget - Fiscal Year 199912000". Exhibit CC-1, entitled "Budget - Fiscal Year 200012001 ". Exhibit CCC-1, entitled "Budget - Fiscal Year 200112002". Exhibit CCCC, entitled "Budget - Fiscal Year 200212003". Exhibit CCCCC, entitled "Budget - Fiscal Year 200312004". Exhibit CCCCCC, entitled "Budnet - Fiscal Year 200412005".

VII. Exhibit A, Article I, Paragraph F, entitled Additional ProvisionslExhibits, subparagraph 2, is amended to add:

Ifl WorkPlan for fiscal vear 200412005.

Stanislaus County Health Services Agency 99-85654 A05

Page 3 of 3

VIII. Exhibit A, Article II, Paragraph C, entitled Progress Reports and Other Performance Requirements, subparagraph I .e., is amended to read:

e. The Final Report shall cover the entire grant award period and shall be submitted to the State by dd@4+3M Julv 31, 2005.

IX. Exhibit A, Article Ill, Paragraph A, entitled Budget, subparagraph 1 is amended to read:

1. Grantee shall submit a Budget in a form and manner specified by the State. The "Budget - Fiscal Year 1999/2000, as Exhibit C; "Budget - Fiscal Year 200012001 ", as Exhibit CC-I; "Budget - Fiscal Year 2001/2002, as Exhibit CCC-1; "Budget - Fiscal Year 2002/2003", as Exhibit CCCC; "Budget - Fiscal Year 200312004" as Exhibit CCCCC; and "Budget - Fiscal Year 200412005" as Exhibit CCCCCC to the grant award, must be approved by the State before the Grantee may submit a payment request to the State.

X. Exhibit A, Article Ill, Paragraph A, entitled Budget, subparagraph 2 is amended to read:

2. If during the term of the grant award, the numbered line items must be revised, the Grantee shall submit to the State for approval a revised Exhibit C, CC-1, CCC-1, CCCC, w CCCCC, or CCCCCC. No revisions to Exhibits C, CC-1, CCC-1, CCCC, CCCCC, or CCCCCC are considered binding until approved in writing by the State. Upon approval by the State, the revised Exhibit C, CC-1, CCC-1, CCCC, C C C C C a CCCCCC shall be incorporated by the reference into the Grant Award. The Grantee, after obtaining prior written approval from the State, may make adjustments to the additional budget detail, provided said adjustments do not result in a increase or decrease in any of the numbered line item totals appearing in Exhibit C, CC-1, CCC-1, CCCC, CCCCC, or CCCCCC.

XI. Exhibit A, Article Ill, Paragraph A, entitled Budget, subparagraph 5 is amended to read:

Grantee shall submit Match Justification. The Match Documentation Form shall, in a form and manner specified by the State, identify the amount or value and source of matching funds provided by the Grantee from either dollars or measurable in-kind contributions. The match funds shall come from non-governmental sources. The total amount of match funds, for agencies receiving Community Challenge Grant funds for the first time, shall be no less than ten (10) percent of the maximum amount payable for fiscal year 1999-2000, no less than fifteen (1 5) percent of the maximum amount payable for fiscal year 2000-2001, no less than twenty (20) percent of the maximum amount payable for fiscal year 2001-2002, no less than twenty (20) percent of the maximum amount payable for fiscal year 2002-2003, no less than twenty (20) percent of the maximum amount payable for fiscal year 2003- 2004, and no less than twentv (20) ~ercent of the maximum amount ~avable for fiscal vear 2004-2005. For agencies that had previous funding from the Community Challenge Grant Program (between February 1, 1997 and June 30, 1999), the total amount of match funds shall be no less than twenty (20) percent of the maximum amount payable for each of the five-@ six (6) fiscal years.

XII. All other terms and conditions shall remain the same.

Stanislaus County Health Services Agency 99-85654 A05

Exhibit BBBBBB Fiscal Year 2004-2005 Scope of Work

1. Services to be Performed

A. Goals: In pursuit of the Office of Family Planning goals, Community Challenge Grant Program (CCG) grantees will implement locally developed intervention strategies that will address the following Teen Pregnancy Prevention goals:

1) Reduce the number of teenage and unwed pregnancies; 2) Reduce the number of children who grow up in fatherless homes, as the result of these

pregnancies; and 3) Promote responsible parenting and the involvement of the father in the economic,

social and emotional support of his children.

B. Intervention Strategies: CCG grantees must develop and implement two or more of the following strategies as described in the 1099 Request for Application:

1) Family Life Education (minimum of 8 hours (face to face) curriculum per participant), 2) Abstinence Education, 3) Career and Job Skills Development, 4) Clinical Linkage Services, 5) Community Mobilization and Awareness, 6) Education and Support for Parent of Adolescent, 7) Father's Involvement, 8) Information Presentations, 9) Male Responsibility, 10) Mentoring, 1 I ) Parenting Education for Teen Parents, 12) Peer Provided Services, 13) Service Learning, 14) Train the Trainer, andlor 15) Youth Development.

2. Workplan

A. The Grantee shall submit a Workplan within 30 days of the grant's effective date. Grantee shall use the format and follow the Workplan instructions appearing in Exhibit BBBBBB, Attachment I, entitled, "Workplan Formatllnstructions". Grantee shall view Exhibit BBBBBB Attachment II, entitled, "Completed Workplan-Sample" for a Workplan example. The Workplan, although not attached, is incorporated into this agreement by reference.

Page 1 of 2

Stanislaus County Health Services Agency 99-85654 A05

Exhibit BBBBBB Fiscal Year 2004-2005 Scope of Work

0, lntervention Objective - List complete specific information related to:

1) Target groups to be serves, 2) Intervention descriptions, and 3) Process/outcome results.

C. Intervention Sites - List complete detailed information regarding location of interventions.

0. Documentation and Evaluation

1) List tools/methods used to document and evaluate intervention activities, and 2) Indicate if intervention will be used for statewide evaluation (surveys) andlor CPI tool

per PESS form.

E. Strategy - Key Activities - List each key activity to be undertaken to accomplish this objective.

F. Timeframe - List the timeframe for achieving the listed activity.

G. Staff or Subcontractor - Identify staff responsible for components of the key activities. If it is a subcontractor, specify the name of the contractor.

Page 2 of 2

Exhibit BBBBBB, Attachment I Workplan Fonnatlinstructions

Fiscal Year 2004-2005

Stanislaus County Health Services Agency 99-85654 A05 . ;

I

EXPECTEDRESULTS: lndicate what change will occur in the target population to be reached as a result of the intervention and the outcome to be measured.

See Exhibit BBBBBB, Attachment I I - Completed Workplan - Sample

, I

I

I

,

I

Goal: List specific noal to be achieved.

Page 1 of 1

INTERVENTION OWECTlVE TARGET: Indicate the total number to be reached for this objective and the number to be reach per

a) Age group (e.g. 12-14). b) Type (e-g. sexually active

youth).

INTERVENTlON SITES

List the intervention sites by name and location, e.g. Cesar Chavez Middle High School, Oxnard CA.

STRATEGY + KEY ACTkWTlES

DOCUMENTATION 8 EVALUATION

1. Indicate the methods and tools to be used to document and evaluate the intervention and activities.

2. Indicate if state evaluation surveys or CPl tool will be implemented per PESS form.

c) Gender. d) Ethnicity.

INTERVENTION: Indicate the following:

a) Intervention Strategy. b) Intenrention name (optional). c) Name of curriculum to be

used, (if one is to be used). d) The number of sessions per

target group. e) The number of minutes per

session. 9 Frequency of the sessions.

TIMEFRAME SUBCOTRACTOR STAFF OR

I. List grantee staff title or subcontractor staff title responsible for each activity.

2. If a subcontractor will be completing the activity, specify name of subcontractor.

3. Number each entry and match with key activities.

1. List each key activity to be undertaken to accomplish the objective. 2. Number each activity in the order to be accomplished.

Indicate the timeframe of each activity per quarter, (e.9. Q 1, Q 2).

Stanislaus County Health Sewices Agency 99-85654 A05 ,

Exhibit BBBBB1.3, Attachment JJ Completed Workplan-Sample

Fiscal Year 2004-2005

2. New Hope Continuation School, Sacramento, CA 1. 150 sexualty acfive youth

males.

Goal: To reduce the number of teenage and unwed pregnancies. - - - - -- - -- - - - INTERVENTION OBJECTIVE I INTERVENTION SITES I DOCUMENTATION a EVALUATION

3. CPI tool/Cornparison Group 4. 4. Provide description of evaluation

process in Q1. Q2, and Q4

TARGET:

1 2 150 sexualiv actrve youth I - - - -- ' Progress R ~ D o ~ ~ s

--_-__-_I____ -__-- - -

1 Sign rn sheets & flyers.

females STRATEGY + KEY ACTlVlTIES I 3 75% Latino, 15% Afncan 1

Tota! 300 (1 5-1 9 yea: olds) , 1 Cesar Chavez Continuation School, Sacramento, CA 2 50 PrelPost Statewide surveys

1 American, ;o% white. i 1 I INTERVENTION: / 2. :;;:c:. z ; ; ; ~ ? --,c- E;-:;2,;. L , , .s 2

i , . , ' ~ ~ i i , io; a r;sa)i;~$y F i ~ i ~ r ~ . 6 '+

/ 5.

Curriculum: Power through Choices: 1. 10 sessions (weekly). 2. 60 - 80 minutes per sessions. 3. Minimum of 10-hours per

parttcipant.

EXPECTEDRESULTS 1. 80% of target will complete the

curriculum. 2. 80% of the completers will

have a minimum of 20% knowledge increase about sexual life choices.

3. 50% of completers will report an intent to obtain birth control from a FPACT clinic within 6 months after the completion of

I curriculum.

Meet with school princtpal to schedule sessions Obtain at teast 150 parent permission sltps per quarter C,ondUC+ z* s---- -- 2q-i zaavr- c'- -+>+c.y'r'a - - ..- r ~ * f - ~ t ! r v p y c

S ~ b r ; ~ t a; e&ss *5," State ?re-tes: f. -ie/s to sta:ifi.n.ide ' arson each Qua-:~ Conduct 10 weekly sessions at the Contfnuatron Schools Top~cs will ~nclude a. Introduction (body parts & ground rules). b. Planning - Designing My Saturday Night. c. Communication -- Express Yourself. d. STlsf HIV. e. Birth Control Methods. f. Applying ST1 and Birth Control Information. g. Resources. h. Planning and Choices - You Decide. i. Parenting -Wanted. Job as a Parent. j. Review. Administer State Post-test Surveys and CPI tool. Submit at least 120 State Post -test Surveys to Evaluation Liaison each Quarter. Submit CPL Feedback Form to Evaluation Liaison. Submit final evaluation report in final progress report.

STAFF OR ; I SUBCONTRACTOR i

Q l 1 1 Project Director Q1-Q2 , 2 Health Educator Qq-02 ' 2 uea!t.b Educ~t-r

I Q 1 -Q2 2 Pr2ject D ~rectcr Q1-Q2 5 Health Educator I

I I

Q1-Q2 Q1-Q2

Page 1 of 1

6. Project Director 7. Project Director

Q3 Q4

8. Project Director 9. Project Director

EXHIBIT CCCCCC

COMMUNITY CHALLENGE GRANTS PROGRAM - BUDGET

GRANTEE: Stanislaus County Health Services Agency 99-85654 A05

Grant Project Period: July 1,2004 to June 30,2005

EXPENSE CATEGORIES

4.i ,g\,$;.$#*Mgqp&:$ r 1 -- ^ * ,$. .;; ;&. p*H:&$ . I . - . ; : . .. ... *

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i-.$-@ $ 26. . . . $>

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,:i 2 ,$ .; a is. ,, -6. :* 3 . $ tT $j 4; 3% .> ji $ Y;"$.$.:

4,@$:$.!; ;$, ;. :; . @ - , * <.:,, .L,

. $ :, , '< ;$:,??.$;.: ;

&$ wt,m* ,y : . .. 6" . , . . g . ~ i ~ ; ; ' , $ ; ~ . ' . Q c., ..'X ' * ', -

. 2 7; ...;#gj&j ..+ . . . (10% mw@q,&$,$ percent ~ f $ * # . & . m p & $ . .. ,_ j : ,g: ;_ 2: t . .. : .., t7 i. - . . , . , . t i

. - : . , - .$ ,.;,<& , .r.q)$@

TOTAL rX 'P j;li

AGREEMENT FOR

INDEPENDENT CONTRACTOR SERVICES

This Agreement For Independent Contractor Services (the "Agreementn) is made and entered into by and between the County of Stanislaus ("County") and Golden Valley Health Centers ("Contractor") on July 1, 2004.

Recitals

WHEREAS, the County operates a free care program known as Healthy Cubs that is funded by the Stanislaus County Children and Families Commission;

WHEREAS, the County has a desire to arrange for certain medical services for Healthy Cubs program eligible patients, and

WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services;

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:

Terms and Conditions

1. Scope of Work

1.1 The Contractor shall furnish to the County upon execution of this Agreement or receipt of the County's written authorization to proceed, those services and work set forth in Exhibit A, attached hereto and, by this reference, made a part hereof.

1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, a;e the property of the contractor; provided, however, the County shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the County reserves a royalty-free, non- exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so.

1.3 Services and work provided by the Contractor at the County's request under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and County laws, ordinances, regulations and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the County.

HCubs gvhc medical services contract 071204 1

2. Consideration

2.1 County shall pay Contractor as set forth in Exhibit A.

2.2 Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from County any additional consideration, compensation, salary, wages or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays or other paid leaves of absence of any type or kind whatsoever.

2.3 County will not withhold any Federal or State income taxes or Social Security tax from any payments made by County to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. County has no responsibility or liability for payment of Contractor's taxes or assessments.

2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 71 08.5, the Contractor must apply all funds and progress payments received by the Contractor from the County for payment of services, labor, materials or equipment to pay for such services, labor, materials or equipment. Pursuant to Civil Code section 1479, the Contractor shall direct or otherwise manifest the Contractor's intention and desire that payments made by the Contractor to subcontractors, suppliers and material men shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement.

3.1 The term of this Agreement shall be from July I, 2004 through June 30, 2005 unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A.

3.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that partylsoption, may terminate this Agreement by giving written notification to the other party.

3.3 This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of Contractor's business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the State of California, and the Contractor fails to remedy such defect or defects within thirty (30) days of receipt of notice of such defect or defects.

3.4 The County may terminate this agreement upon 30 days prior written notice to the Contractor. Termination of this Agreement shall not affect the County's obligation to pay for all fees earned and reasonable costs necessarily incurred by the

HCubs gvhc medical sewices contract 071204 - 2 -

Contractor as provided in Paragraph 2 herein, subject to any applicable setoffs.

4. Required Licenses, Certificates and Permits

Any licenses, certificates or permits required by the federal, state, county or municipal governments for Contractor to provide the services and work described in Exhibit A must be procured by Contractor and be valid at the time Contractor enters into this Agreement. Further, during the term of this Agreement, Contractor must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by Contractor at no expense to the County.

5. Office Space, Supplies, Equipment. Etc.

Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in Exhibit A to this Agreement. County is not obligated to reimburse or pay Contractor for any expense or cost incurred by Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in providing and maintaining such items is the sole responsibility and obligation of Contractor.

6. Insurance

6.1 Contractor shall take out, and maintain during the life of this Agreement, insurance policies with coverage at least as broad as follows:

6.1.1 General Liabilitv. General liability insurance covering bodily injury, personal in j~ry,~roperty damage, products and completed operations with limits of no less than One Million Dollars ($1.000.000) oer incident or occurrence. If Commercial General Liability irisu;anck or biher form with a general aggregate limit is used, either the general aggregate limit shall apply separately to any act or omission by Contractor under this Agreement or the general aggregate limit shall be twice the required occurrence limit.

6.1.2 Workers' Compensation Insurance. Workers' Compensation insurance as required by the California Labor Code. In signing this contract, the Contractor certifies under section 1861 of the Labor Code that the Contractor is aware of the provisions of section 3700 of the Labor Code which requires every employer to be insured against liability for workmen's compensation or to undertake self-insurance in accordance with the provisions of that code, and that the Contractor will comply with such provisions before commencing the performance of the work of this Agreement.

HCubs gvhc medical services contract 071204

6.2 Any deductibles, self-insured retentions or named insureds must be declared in writing and approved by County. At the option of the County, either: (a) the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds, or (b) the Contractor shall provide a bond, cash, letter of credit, guaranty or other security satisfactory to the County guaranteeing payment of the self-insured retention or deductible and payment of any and all costs, losses, related investigations, claim administration and defense expenses. The County, in its sole discretion, may waive the requirement to reduce or eliminate deductibles or self-insured retentions, in which case, the Contractor agrees that it will be responsible for and pay any self- insured retention or deductible and will pay any and all costs, losses, related investigations, claim administration and defense expenses related to or arising out of the Contractor's defense and indemnification obligations as set forth in this Agreement.

A

ensation insur

6.4 The Contractor's insurance coverage shall be primary insurance regarding ' I

the County and County's officers, officials and employees. Any insurance or self- insurance maintained by the County or County's officers, officials and employees shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance.

6.5 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the County or its officers, officials, employees or volunteers.

6.6 The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6.7 Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party except after thirty (30) days' prior written notice has been given to County. The Contractor shall promptly notify, or cause the insurance carrier to promptly notify, the County of any change in the insurance policy or policies required under this Agreement, including, without limitation, any reduction in coverage or in limits of the required policy or policies.

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6.8 Insurance shall be placed with California admitted insurers (licensed to do business in California) with a current rating by Best's Key Rating Guide acceptable to the County; provided, however, that if no California admitted insurance company provides the required insurance, it is acceptable to provide the required insurance through a United States domiciled carrier that meets the required Best's rating and that is listed on the current List of Eligible Surplus Line Insurers maintained by the California Department of lnsurance. A Best's rating of at least A-:VII shall be acceptable to the County; lesser ratings must be approved in writing by the County.

6.9 Contractor shall require that all of its subcontractors are subject to the insurance and indemnity requirements stated herein, or shall include all subcontractors as additional insureds under its insurance policies.

6.1 0 At least ten (1 0) days prior to the date the Contractor begins performance of its obligations under this Agreement, Contractor shall furnish County with certificates of insurance, and with original endorsements, showing coverage required by this Agreement, including, without limitation, those that verify coverage for subcontractors of the Contractor. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in County's sole and absolute discretion, approved by County. County reserves the right to require complete copies of all required insurance policies and endorsements, at any time.

6.1 1 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors.

7. Defense and lndemnificatiofi

7.1 To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend the County and its agents, officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use; provided, however, such indemnification shall not extend to or cover loss, damage or expense arising from the sole negligence or willful misconduct of the County or its agents, officers and employees.

7.2 Contractor's obligation to defend, indemnify and hold the County and its agents, officers and employe& harmless under the pro&ions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.

8. Status of Contractor

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8.1 All acts of Contractor and its officers, employees, agents, representatives, subcontractors and all others actina on behalf of Contractor relatinq to the performance of this Agreement, shall be as independent contractors and not as agents, officers or employees of County. Contractor, by virtue of this Agreement, has no. authority to bind or incur any obligation on behalf of County. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the County. No agent, officer or employee of the County is to be considered an employee of Contractor. It is understood by both Contractor and County that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

8.2 At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of County.

8.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to County oniy for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to County's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. Contractor is permitted to provide services to others during the same period service is provided to County under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

8.4 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

8.5 It is understood and agreed that as an independent Contractor and not an employee of County, the Contractor and the Contractor's officers, employees, agents, representatives or subcontractors do not have any entitlement as a County employee, and do not have the right to act on behalf of the County in any capacity whatsoever as an agent, or to bind the County to any obligation whatsoever.

8.6 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

8.7 As an independent Contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

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9. Records and Audit

9.1 Contractor shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this ~greement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewritilig, printing, photostatic, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

9.2 Any authorized representative of County shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by Contractor. Further, County has the right at all reasonable timesto audit, inspect or otherwise evaluate the work performed or being performed under this Agreement.

10. Confidentiality

The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not directly connected with the matter for which services are provided.

11. Nondiscrimination

During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental handicap, medical condition (including genetic characteristics), marital status, age, political affiliation or sex. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the County's nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1 101, 11 02 and 1 102.1 ; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

This is an agreement for the services of Contractor. County has relied upon the skills, knowledge, experience and training of Contractor and the Contractor's firm, associates andemployees as an i~ciucement to enter into this Agreement. Contractor shall not assign or subcontract this Agreement without the express written consent of

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County. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior written consent of County.

13. Waiver of Default

Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent defadt. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which Contractor or County shall be required or may desire to make shall be in writing and may be personally sewed or, alternatively, sent by prepaid first class mail to the respective parties as follows:

To County: Health Services Agency Attention: Managing Director P.O. Box 3271 Modesto. CA 95353

TO Contractor: Golden Valley Health Centers Attention: Michael 0. Sullivan, CEO 737 West Childs Avenue Merced, CA 95340

15. Conflicts

Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any manner or degree with the performance of the work and services under this Agreement.

16. Severability

If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or county statute, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

17. Amendment

This Agreement may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in

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written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.

18. Entire Aareement

This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

19. Advice of Attorney

Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

20. Construction

Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.

21. Governinq Law and Venue

This Agreement shall be deemed to be made under, and shall be governed by and construed in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall have venue in the County of Stanislaus, State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

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COUNTY OF STANISLAUS CONTRACTOR NAME

By: BOARD O W E R /\B-8 9 / 2 1 / 0 4

€kdewkf Date

"County "Contractor"

Tax ID# APPROVEDP~S~TO CONTENT:

Services Agency

v/~o/y

~ a r ~ a r e t Szczepaniak Date Managing Director

APPROVED AS TO FORM: Michael H. Krausnick County Counsel

i

By: - - \o/g/& I I I

Dean Wright Date Deputy County Counsel

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EXHIBIT A

A. SCOPE OF WORK: This Scope of Work is intended on$ for services within Stanislaus County and specifically excludes services provided by Contractor which are located outside of Stanislaus County.

1. Eligibility Assessment and Medical Services. The Contractor shall assess patients' eligibility for the Healthy Cubs program in accordance with policies and procedures provided by County. Patients eligible for the Healthy Cubs program shall be provided medically necessary primary care services, diagnostic radiology and laboratory services and prescription medications by Contractor.

a. In recognition that the Healthy Cubs program provides compensation for primary medical care, diagnostic radiology and laboratory (within Contractor's scope of business) and prescription medications through funding by the Stanislaus County Children and Families Commission for only those qualified patients who do not have other program sources of payment for the medical services to be provided by Contractor, such as, but not limited to Child Health and Disability Prevention, Medi-Cal or Healthy Families, Contractor shall make reasonable efforts to identify if services rendered are eligible for payment under another coverage program and bill for said services to such other coverage programs accordingly.

b. Contractor acknowledges that County will contact those patients reported by Contractor as Healthy Cubs qualified in order to encourage patients' application to Medi-Cal, Healthy Families, or other appropriate program.

c. Contractor shall refer Healthy Cubs qualified patients needing services beyond those available by Contractor under this Agreement, and which are available within the County's Health Services Agency and included in the Healthy Cubs program, to the County Health Services Agency. Contractor acknowledges that the Healthy Cubs program is not a source of payment for medical services beyond what is available within the County's Health Services Agency system of outpatient clinics and ancillary services. Hospital services are among those services not available within the County's Health Services Agency. At this time, dental services are not included in the Healthy Cubs program.

B. COMPENSATION:

Contractor shall be compensated for services provided under thjs Agreement as follows:

1. County shall pay and Contractor agrees to accept as compensation for services under this Agreement the flat per patient visit rate of $71.50. A patient visit is one in which the patient was treated by either a physician, physician assistant or nurse practitioner, as reflected in the patient's medical chart and on Contractor's claim, but specifically excludes "nurse-only" visits. Said flat rate shall be the total compensation for services rendered under this Agreement. Prescriptions filled and diagnostic radiology and laboratory testing provided on the date of a visit and/or subsequent date, will be considered included in the flat per visit reimbursement rate.

2. Claims submitted for a patient that has been determined by County to have another payor source will be denied for payment and Contractor shall bill other source.

3. Claims shall be submitted by Contractor using universally accepted billing procedures and which include line item detail of all medical and prescription services provided.

4. Claims for services in accordance with this Agreement, shall be submitted by Contractor within 90 days of the date of service and paid by County within 45 days of receipt.

5. County is only responsible for payment of services rendered under this Agreement to the extent that the Stanislaus County Children and Families Commission has available funding and for services rendered during the term of the applicable agreement between County and the Stanislaus County Children and Families Commission.

6. Contractor shall accept payment from County as payment in full for services under this Agreement and shall not seek additional payment from the patient.

C. CONFIDENTIALITY

Through this Agreement, County and Contractor are parties to an agreement in which confidential patient information is necessarily shared withLContractor in fulfillment of the Agreement. Under the terms of this Agreement, Contractor shall not (a) use or otherwise disclose confidential patient information for any purpose other than the purpose expressly stated in this Agreement and (b) use or disclose such confidential patient information in a manner that violates or would violate HlPAA regulations.

Contractor shall implement and maintain necessary safeguards to ensure that confidential patient information is not used or disclosed by Contractor, except as provided in this Agreement.

Contractor shall promptly report to County any use or disclosure of confidential patient information of which Contractor becomes aware that is not provided for or permitted in this Agreement. Contractor shall permit County to investigate any such report and to examine Contractor's premises where work under this Agreement was performed.

This Section shall survive the termination or conclusion of this Agreement and shall survive indefinitely.

D. TERM

The term of this contract will begin July 1, 2004 and terminate June 30, 2005. Either party may terminate this Agreement for convenience and without cause upon providing thirty (30) days prior written notice to the other party. Upon termination of this Agreement, the County will pay to Contractor all amounts owing to Contractor for services and work satisfactorily performed under the terms of this Agreement.

E. INSURANCE

In addition to the provisions stated under Section 6 of the Agreement, Contractor shall maintain a policy of professional liability insurance with limits of liability not less than one million dollars ($1,000,000) per occurrence and three million ($3,000,000) annual aggregate and such other insurance as shall be necessary to insure it against any claim or claims for damages arising under this Agreement, including claims arising by reason of personal injury or death in connection with the performance of any service, or use of any property or facility pursuant to this Agreement. Such insurance coverage shall apply to all site(s) in which services are rendered under this Agreement.

AGREEMENT FOR

INDEPENDENT CONTRACTOR SERVICES

This Agreement For Independent Contractor Services (the "Agreement") is made and entered into by and between the County of Stanislaus ("County") and Oak Valley Hospital ("Contractor") on July 1, 2004.

Recitals

WHEREAS, the County operates a free care program known as Healthy Cubs that is funded by the Stanislaus County Children and Families Commission;

WHEREAS, the County has a desire to arrange for certain medical services for Healthy Cubs program eligible patients, and

WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services;

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:

Terms and Conditions

1. S c o ~ e of Work

1 .I The Contractor shall furnish to the County upon execution of this Agreement or receipt of the County's written authorization to proceed, those services and work set forth in Exhibit A, attached hereto and, by this reference, made a part hereof.

1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor: provided, however, the County shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the County reserves a royalty-free, non- exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so.

1.3 Services and work provided by the Contractor at the County's request under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and County laws, ordinances, regulations and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the County.

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2. Consideration

2.1 County shall pay Contractor as set forth in Exhibit A.

2.2 Except as expressly provided in Exhibit A of this ~ ~ r e e m e n t , Contractor shall not be entitled to nor receive from County any additional consideration, compensation, salary, wages or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays or other paid leaves of absence of any type or kind whatsoever.

2.3 County will not withhold any Federal or State income taxes or Social Security tax from any payments made by County to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. County has no responsibility or liability for payment of Contractor's taxes or assessments.

2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor must apply all funds and progress payments received by the Contractor from the County for payment of services, labor, materials or equipment to pay for such services, labor, materials or equipment. Pursuant to Civil Code section 1479, the Contractor shall direct or otherwise manifest the Contractor's intention and desire that payments made by the Contractor to subcontractors, suppliers and material men shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement.

3.1 The term of this Agreement shall be from July 1, 2004 through June 30, 2005 unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A.

3.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.

3.3 This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of Contractor's business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the State of California, and the Contractor fails to remedy such defect or defects within thirty (30) days of receipt of notice of such defect or defects.

3.4 The County may terminate this agreement upon 30 days prior written notice to the Contractor. Termination of this Agreement shall not affect the County's obligation to pay for all fees earned and reasonable costs necessarily incurred by the

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Contractor as provided in Paragraph 2 herein, subject to any applicable setoffs.

4. Required Licenses. Certificates and Permits

Any licenses, certificates or permits required by the federal, state, county or municipal governments for Contractor to provide the services and work described in Exhibit A must be procured by Contractor and be valid at the time Contractor enters into this Agreement. Further, during the term of this Agreement, Contractor must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by Contractor at no expense to the County.

5. Office Space, Sup~lies. Equipment, Etc.

Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in Exhibit A to this Agreement. County is not obligated to reimburse or pay Contractor for any expense or cost incurred by Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in providing and maintaining such items is the sole responsibility and obligation of Contractor.

6. Insurance

6.1 Contractor shall take out, and maintain during the life of this Agreement, insurance policies with coverage at least as broad as follows:

6.1.1 General Liability. General liability insurance covering bodily injury, personal injury, property damage, products and completed operations with limits of no less than One Million Dollars ($1,000,000) per incident or occurrence. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to any act or omission by Contractor under this Agreement or the general aggregate limit shall be twice the required occurrence limit.

6.1.2 Workers' Compensation Insurance. Workers' Compensation insurance as required by the California Labor Code. In signing this contract, the Contractor certifies under section 1861 of the Labor Code that the Contractor is aware of the provisions of section 3700 of the Labor Code which requires every employer to be insured against liability for workmen's compensation or to undertake self-insurance in accordance with the provisions of that code, and that the Contractor will comply with such provisions before commencing the performance of the work of this Agreement.

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6.2 Any deductibles, self-insured retentions or named insureds must be declared in writing and approved by County. At the option of the County, either: (a) the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds, or (b) the Contractor shall provide a bond, cash, letter of credit, guaranty or other security satisfactory to the County guaranteeing payment of the self-insured retention or deductible and payment of any and all costs, losses, related investigations, claim administration and defense expenses. The County, in its sole discretion, may waive the requirement to reduce or eliminate deductibles or self-insured retentions, in which case, the Contractor agrees that it will be responsible for and pay any self- insured retention or deductible and will pay any and all costs, losses, related investigations, claim administration and defense expenses related to or arising out of the Contractor's defense and indemnification obligations as set forth in this Agreement.

6.3 The Contractor shall obtain a specific endorsement to all required insurance policies, except Workers' Compensation hsurance and Professional Liability insurance, if any, naming the County and its officers, officials and employees as additional insureds regarding: (a) liability arising from or in connection with the performance or omission to perform any term or condition of this Agreement by or on behalf of the Contractor, including the insured's general supe~ision of the Contractor; (b) services, products and completed operations of the Contractor; (c) premises owned, occupied or used by the Contractor; and (d) automobiles owned, leased, hired or borrowed by the Contractor. For Workers' Compensation insurance, the insurance carrier shall agree to waive all righis of subrogation against the County and its officers, officials and employees for losses arising from the performance of or the omission to perform any term or condition of this Agreement by the Contractor.

6.4 The Contractor's insurance coverage shall be primary insurance regarding the County and County's officers, officials and employees. Any insurance or self- insurance maintained by the County or County's officers, officials and employees shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance.

6.5 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the County or its officers, officials, employees or volunteers.

6.6 The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6.7 Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party except after thirty (30) days' prior written notice has been given to County. The Contractor shall promptly notify, or cause the insurance carrier to promptly notify, the County of any change in the insurance policy or policies required under this Agreement, including, without limitation, any reduction in coverage or in limits of the required policy or policies.

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6.8 Insurance shall be placed with California admitted insurers (licensed to do business in California) with a current rating by Best's Key Rating Guide acceptable to the County; provided, however, that if no California admitted insurance company provides the required insurance, it is acceptable to provide the required insurance through a United States domiciled carrier that meets the required ~ e s t ' s rating and that is listed on the current List of Eligible Surplus Line Insurers maintained by the California Department of Insurance. A Best's rating of at least A-:VII shall be acceptable to the County; lesser ratings must be approved in writing by the County.

6.9 Contractor shall require that all of its subcontractors are subject to the insurance and indemnity requirements stated herein, or shall include all subcontractors as additional insureds under its insurance policies.

6.1 0 At least ten (1 0) days prior to the date the Contractor begins performance of its obligations under this Agreement, Contractor Shall furnish County with certificates of insurance, and with original endorsements, showing coverage required by this Agreement, including, without limitation, those that verify coverage for subcontractors of the Contractor. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in County's sole and absolute discretion, approved by County. County reserves the right to require complete copies of all required insurance policies and endorsements, at any time.

6.1 1 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors.

7. Defense and Indemnification

7.1 To the fullest extent ~ermitted bv law. Contractor shall indemnifv, hold harmless and defend the County and its age is , officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use; provided, however, such indemnification shall not extend to or cover loss, damage or expense arising from the sole negligence or willful misconduct of the County or its agents, officers and employees.

7.2 Contractor's obligation to defend, indemnify and hold the County and its agents, officers and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.

8. Status of Contractor

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8.1 All acts of Contractor and its officers, employees, agents, representatives, subcontractors and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers or employees of County. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of County. ~xcep t as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the County. No agent, officer or employee of the County is to be considered an employee of Contractor. It is understood by both Contractor and County that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

8.2 At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of County.

8.3 Contractor shall determine the method, details and means of performing the work and services to be ~rovided bv Contractor under this Aareement. Contractor shall be responsible to coun'ty only forthe requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to County's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. Contractor is permitted to provide services to others durina the same ~er iod service is ~rovided to Countv under this Agreement. If necessa6, contractor has the respon'sibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

8.4 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

8.5 It is understood and agreed that as an independent Contractor and not an employee of County, the Contractor and the Contractor's officers, employees, agents, representatives or subcontractors do not have any entitlement as a County employee, and do not have the right to act on behalf of the County in any capacity whatsoever as an agent, or to bind the County to any obligation whatsoever.

8.6 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law ?or income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

8.7 As an independent Contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

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9. Records and Audit

9.1 Contractor shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

9.2 Any authorized representative of County shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by Contractor. Further, County has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement.

10. Confidentiality

The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not directly connected with the matter for which services are provided.

11. Nondiscrimination

During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any employee, applicant for employment or perscr, receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental handicap, medical condition (including genetic characteristics), marital status, age, political affiliation or sex. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the County's nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 11 02 and 1102.1 ; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

12. Assianrnent

This is an agreement for the services of Contractor. County has relied upon the skills, knowledge, experience and training of Contractor and the Contractor's firm, associates and employees as an inducement to enter into this Agreement. Contractor shall not assign or subcontract this Agreement without the express written consent of

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County. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior written consent of County.

13. Waiver of Default

Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which Contractor or County shall be required or may desire to make shall be in writing and may be personally sewed or, alternatively, sent by prepaid first class mail to the respective parties as follows:

To County: Health Services Agency Attention: Managing Director P.O. Box 3271 Modesto, CA 95353

15. Conflicts

Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any manner or degree with the performance of the work and services under this Agreement.

16. Severability

If any portion of this Agreement or application thereof to any person or circumstance shall be declared invzlid by a court of competent jurisdiction or if it is found in contravention of any federal, state or county statute, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

17. Amendment

This Agreement may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in

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written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.

18. Entire Aqreement

This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains ail the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

19. Advice of Attornev

Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

20. Construction

Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.

21. Governina Law and Venue

This Agreement shall be deemed to be made under, and shall be governed by and construed in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall have venue in the County of Stanislaus, State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

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COUNTY OF STANISLAUS CONTRACTOR NAME

By: Board Order ?In-8 9/21/04

Date Oak Valley Hospital Date

"County" "Contractor"

Tax ID#

Health Services Agency

Margaret Szczepaniak Date Managing Director

APPROVED AS TO FORM: Michael H. Krausnick County Counsel

By: h> q b / ~ Dean Wright Date Deputy County Counsel

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EXHIBIT A

A. SCOPE OF WORK. This Scope of Work is intended only for services within Stanislaus County at the Riverbank and Oakdale outpatient clinic locations operated by Contractor.

1. Eligibility Assessment and Medical Services. The Contractor shall assess patients' eligibility for the Healthy Cubs program in accordance with policies and procedures provided by County. Patients eligible for the Healthy Cubs program shall be provided medically necessary primary care services by Contractor.

a. In recognition that the Healthy Cubs program provides compensation for primary medical care through funding by the Stanislaus County Children and Families Commission for only those qualified patients who do not have other program sources of payment for the medical services to be provided by Contractor, such as, but not limited to Child Health and Disability Prevention, Medi-Cal or Healthy Families, Contractor shall make reasonable efforts to identify if services rendered are eligible for payment under another coverage program and bill for said services to such other coverage programs accordingly.

b. Contractor acknowledges that County will contact those patients reported bv Contractor as Healthv Cubs aualified in order to encouraae ~atients' Gplication to ~ed i -~a l , . ~ea l t h~ '~ami l i es , or other appropriate program.

c. Contractor shall refer Healthy Cubs qualified patients needing services under this Agreement that are beyond those available at ~onjractor's two ~r imarv care clinic sites. and which are available within the Countv's i-lealth.~ervices ~ ~ e n c ; and included in the Healthy Cubs prograk, to the County Health Services Agency. Contractor acknowledges that the Healthy Cubs program is not a source of payment for medical services beyond what is available within the County's Health Services Agency system of outpatient clinics and ancillary services. Hospital services are among those services not available within the County's Health Services Agency. At this time, dental services are not included in the Healthy Cubs program.

B. COMPENSATION

Contractor shall be compensated for services provided under this Agreement as follows:

1. County shall pay and Contractor agrees to accept as compensation for services under this Agreement fee for service reimbursement in accordance with the Medi-Cal reimbursement schedule in effect at the

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time of the rendering of the service. Reimbursement shall be the total compensation for services rendered under this Agreement.

2. Claims submitted for a patient that has been determined by County to have another payor source will be denied for payment and Contractor shall bill other source.

3. Claims shall be submiited by Contractor using universally accepted billing procedures and which include line item detail of all medical services provided.

4. Claims for services in accordance with this Agreement, shall be submitted by Contractor within 90 days of the date of service and paid by County within 45 days of receipt.

5. County is only responsible for payment of services rendered under this Agreement to the extent that the Stanislaus County Children and Families Commission has available funding and for services rendered during the term of the applicable agreement between County and the Stanislaus County Children and Families Commission.

6. Contractor shall accept payment from County as payment in full for services under this Agreement and shall not seek additional payment from the patient.

C. CONFIDENTIALITY

Through this Agreement, County and Contractor are parties to an agreement in which confidential patient information is necessarily shared with Contractor in fulfillment of the Agreement. Under the terms of this Agreement, Contractor shall not (a) use or otherwise disclose confidential patient information for any purpose other than the purpose expressly stated in this Agreement and (b) use or disclose such confidential patient information in a manner that violates or would violate HlPAA regulations. Additionally, the parties agree to the terms of the Business Associate agreement which is included herein as Exhibit B of this Agreement.

Contractor shall implement and maintain necessary safeguards to ensure that confidential patient information is not used or disclosed by Contractor, except as provided in this Agreement.

Contractor shall promptly report to County any use or disclosure of confidential patient information of which Contractor becomes aware that is not provided for or permitted in this Agreement. Contractor shall permit County to investigate any such report and to examine Contractor's premises where work under this Agreement was performed.

This Section shall survive the termination or conclusion of this Agreement and shall survive indefinitely.

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D. TERM

The term of this contract will begin July I , 2004 and terminate June 30, 2005. Either party may terminate this Agreement for convenience and without cause upon providing thirty (30) days prior written notice to the other party. Upon terrninaiion of this Agreement, the County will pay to Contractor all amounts owing to Contractor for services and work satisfactorily performed under the terms of this Agreement.

E. INSURANCE

In addition to the provisions stated under Section 6 of the Agreement, Contractor shall maintain a policy of professional liability insurance with limits of liability not less than one million dollars ($1,000,000) per occurrence and three million ($3,000,000) annual aggregate and such other insurance as shall be necessary to insure it against any claim or claims for damages arising under this Agreement; including claims arising by reason of personal injury or death in connection with the performance of any service, or use of any property or facility pursuant to this Agreement. Such insurance coverage shall apply to all site(s) in which services are rendered under this Agreement.

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EXHIBIT B Business Associate Exhibit

This Business Associate Exhibit ("Exhibit") supplements and is made a part of the Agreement for Independent Contractor Services (the "Agreement"), by and between:

Oak Valley Hospital District, doing business as Oak Valley Hospital, which hereby acknowledges that it is a "Covered Entity" [defined in paragraph I@) below] and shall hereinafter be referred to as such, and the County of Stanislaus, which hereby acknowledges that it is a "Business Associate" [defined in paragraph l(a)] and shall hereinafter be referred to as such.

RECITALS A. Under the Agreement, Business Associate has access to certain Facility Data [defined in paragraph l(f)], which includes both patients' protected health information ("PHI") and non- PHI disclosed or made available by or on behalf of Covered Entity to Business Associate and derivatives thereof.

B. Covered Entity and Business Associate are required to comply with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and regulations promulgated thereunder by the U.S. Department of Health and Human Services ("HIPAA") and other privacy laws which protect the security and confidentiality of a patient's PHI; and, in accordance with HIPAA, Covered Entity and Business Associate are required to enter into a contract containing specific requirements restricting the use and disclosure of PHI .

1. Definitions (a) "Business Associate" shall have the meaning given to such term under the Privacy Rule [defined in paragraph l(d) below] and which includes a third party that performs functions for or on behalf of Covered Entity and has access to Covered Entity's PHI and uses such PHI in the performance of its functions. (b) "Covered Entity" shall have the meaning given to such term under the Privacy Rule [defined in paragraph l(d)], which includes a hospital, since it provides health care and transmits health information in electronic form in the course of its standard functions. (c) "Patient" shall have the same meaning as the term "individual" under the Privacy Rule [defined in paragraph l(d)] and shall include a person who qualifies as a personal representative. (d) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR 160 and 164, subparts A and E and amendments thereto. (e) "Protected Health Information" ("PHI") shall have the same meaning given to such term under HIPAA and shall include any information, whether oral or recorded in any form or medium, limited to the information created or received by Business Associate &om or on behalf of Covered Entity (i) that relates to the past, present or future physical or mental condition of the patient; the provision of health care to patient; or the past, present or future payment of for the provision of health care to patient; and (ii) that identifies the patient or with respect to which there is a reasonable basis to believe the information can be used to identify the patient.

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(f) "Facility Data" shall mean PHI and non-PHI, disclosed or made available by or on behalf of Covered Entity to Business Associate, and shall include derivatives thereof created by Business Associate or his agents. (g) "Designated Record Set" shall have the same meaning given to such term under HIPAA and shall include patients' medical or billing records or any group of recoids which contains PHI that are used, in whole or in part, by or for Covered Entity to make decisions about patients. (h) "Data Aggregation" shall have the same meaning given to such term under HTPAA and shall include the combining of PHI received or created by Business Associate to permit data analyses relating to healthcare operations of Covered Entity. (i) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. (j) "Security Incident" means the attempted or successfUl unauthorized-access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

2. Permitted Uses and Disclosures by Business Associate (a) Except as otherwise limited in the Agreement and this Exhibit, Business Associate may use or disclose Facility Data only for the benefit of Covered Entity and to perform functions, activities, or services as specified in the Agreement or the minimum necessary policies and procedures of the Covered Entity. Business Associate warrants and represents that each of the data elements of any PHI that it may access or receive from or on behalf of Covered Entity is minimally necessary to permit Business Associate to provide the services under the Agreement. (b) Except as otherwise limited in the Agreement and this Exhibit, Business Associate may use or disclose Facility Data for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that (i) the disclosure is required by law, or (ii) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that such information will remain confidential and used or further disclosed solely as required by law or for the purpose of assisting Business Associate to meet Business Associate's obligations under the Agreement. (c) Except as otherwise limited in the Agreement and this Exhibit, Business Associate may use PHI to provide data aggregation services only for Covered Entity.

3. Obligations of Business Associate (a) Business Associate agrees to not use or further disclose Facility Data other than as permitted or required by the Agreement, this Exhibit or as required by law. (b) Business Associate agrees to use appropriate safeguards to prevent further use or ' disclosure of Facility Data other than as provided for by the Agreement and this Exhibit. (c) Business Associate agrees to promptly mitigate, to the extent practicable, any harmful effect of a use or disclosure of Facility Data by Business Associate in violation of the Agreement and this Exhibit. (d) Business Associate agrees to promptly report to Covered Entity any use or disclosure of Facility Data not provided for by the Agreement andlor this Exhibit, including any requests for inspection, copying or amendment of such information, and any Security Incident of which it becomes aware. Business Associate shall maintain a record of all such requests for inspection, copying and amendment(s) of Facility Data not provided for by the Agreement, including those

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initiated by Patient, Covered Entity, or third parties, and to promptly provide such documentation to Covered Entity upon request. (e) Business Associate agrees to ensure in writing that any agent, including a subcontractor, to whom it provides Facility Data agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. Notwithstanding thk foregoing or anything to the contrary in the Agreement or this Exhibit, Business Associate shall not use any agent or subcontractor to perform any service under the Agreement without the express written consent of an authorized representative of the Covered Entity and only after such agent or subcontractor has agreed in writing to comply with the same restrictions and conditions that apply to Business Associate under the Agreement and this Exhibit with respect to such information. (f) Business Associate agrees to provide prompt access to Facility Data in designated record sets to Covered Entity whenever so requested by Covered Entity, or, if directed by Covered Entity, to a Patient in order to meet the requirements of HIPAA. If Patient requests directly from Business Associate (i) to inspect or copy his or her PHI, or (ii) requests its disclosure to a third party, the Business Associate shall promptly notify Covered Entity's facility privacy official of such request and await such official's denial or approval of the request. (g) Business Associate agrees to promptly make amendment(s) to Facility Data requested by Covered Entity and shall do so in the time and manner requested by Covered Entity to enable it to comply with HIPAA. If Patient requests an amendment to his or her PHI, directly from Business Associate, the Business Associate shall promptly notify Covered Entity's facility privacy official of such request and await such official's denial or approval of the request. (h) Business Associate agrees to promptly make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate for or on behalf of, Covered Entity available to the Covered Entity or the Secretary, in a time and manner designated by the Covered Entity or Secretary, to enable the Secretary to determine compliance with HIPAA. (i) Business Associate agrees to document and provide to Covered Entity all disclosures of Facility Data and information related to such disclosures, and shall do so in the time and manner designated by Covered Entity, to enable it to meet privacy law requirements for an accounting of such disclosures. 6 ) Business Associate agrees to cooperate with the Covered Entity and its medical staff to preserve and protect the confidentiality of Facility Data accessed or used pursuant to the Agreement and will not disclose or testify about such information during or after the termination of the Agreement, except as required by law. (k) Business Associate shall implement administrative, physical and technical safeguards that

= reasonably and appropriately protect the confidentiality, integrity and availability of electronic Facility Data that it receives, maintains, transmits or creates on behalf of Covered Entity and shall ensure that any agent, including a subcontractor, to whom it provides Facility Data also agrees to implement such safeguards to protect it. (1) Business Associate agrees to promptly report to Covered Entity any occurrence in which there is, or is reasonably believed to have been, unauthorized acquisition of unencrypted computerized Facility Data maintained by or for Business Associate and promptly cooperate in good faith with any investigation of such compromise.

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4. Obligations of Covered Entity (a) Covered Entity shall notify Business Associate of any limitation in its notice of privacy practices in accordance with 45 CFR 164.520 to the extent that such limitation may affect Business Associate's permitted use or disclosure of PHI. (b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Patient to the use or disclosure of PHI, to the extent such changes affect Business Associate's permitted or required uses and disclosures of PHI. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to the extent that such restriction may affect Business Associate's permitted use or disclosure of PHI.

5. Effect of Breach of Obligations Should Business Associate breach any of its obligations herein, Covered Entity shall have

the option to either: (i) Provide Business Associate an opportunity to cure the breach and end the violation

within the time specified by Covered Entity. If Business Associate does not cure the breach or end the violation as specified by Covered Entity, Covered Entity may terminate its obligations to Business Associate, including, but not limited to, its future payment obligations and obligations to provide information, materials, equipment or resources to Business Associate; or

(ii) Immediately terminate this Ageement, without prejudice to other legal remedies available to Covered Entity.

(iii) If neither termination nor cure is feasible, Covered Entity may report the violation to the Secretary.

6 . Effect of Termination (a) Upon termination of this Agreement, Business Associate shall promptly return to Covered Entity all Facility Data, including derivatives thereof or, upon Covered Entity's request, destroy such data. This provision shall apply to Facility Data in the possession of subcontractors or agents of Business Associate. Upon destruction of Facility Data, Business Associate shall certify in writing that such information has been destroyed. Notwithstanding the foregoing, Business Associate shall notify Covered Entity in writing about its intent to destroy data within ten (10) days before such date of destruction. If Covered Entity requests the return of any Facility Data, Business Associate shall comply as requested.

- (b) If the return or destruction of Facility Data is infeasible, Business Associate shall - promptly notify Covered Entity of the conditions that make such return or destruction infeasible. Upon mutual determination by the parties that return or destruction of Facility Data is infeasible, Business Associate shall extend the protections of this Exhibit to such data and shall limit its fiuther use or disclosure to purposes that make its return or destruction infeasible.

7. Indemnity Business Associate shall promptly and fully defend, indemnify and hold harmless

Covered Entity, its affiliates and respective officers, directors, agents and employees against all claims, demands and judgments made or recovered against them for damages relating to a failure to comply with the terms of this exhibit andlor a breach of confidentiality of the Facility's Data

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in connection with this Agreement, to the extent that such damage, injury or death was caused by an action or omission of Business Associate, its subcontractor or its employees or agents.

8. Insurance Business Associate shall obtain insurance for itself and all its employees, agents and

independent contractors in an amount not less than Three Million Dollars ($3,000,000.00) covering occurrences in violation of Business Associate obligations under this Exhibit. Business Associate shall provide Covered Entity with certificates of insurance or other written evidence of the insurance policy or policies required herein prior to execution of the Agreement (or as shortly thereafter as is practicable) and as of each annual renewal of such insurance policies during the

. period of such coverage. Further, in the event of any modification, termination, expiration, non- renewal or cancellation of any of such insurance policies, Business Associate shall give written notice thereof to Covered Entity not more than ten (10) days following Business Associate's receipt of such notification. In the event Business Associate fails to procure, maintain or pay for the insurance required under this section, Covered Entity shall have the right, but not be obligated, to obtain such insurance. In that event, Business Associate shall reimburse Covered Entity for the cost thereof immediately upon written request, and failure to repay the same upon demand by Covered Entity shall constitute breach of a material provision of the Agreement.

9. No Third Party Beneficiary The provisions and covenants set forth in this Exhibit are expressly entered into only by

and between Business Associate and Covered Entity, and are only for their benefit. Neither Business Associate nor Covered Entity intends to create or establish any third party beneficiary status or right (or the equivalent thereof) in any other third party and no such third party shall have any-right to enforce or enjoy any benefit created or established by the provisions and covenants in this Exhibit.

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