HomeMy Public PortalAboutORD13486 BILL NO. 2002-119
SPONSORED BY COUNCILMAN Weber
ORDINANCE NO. 7 C) 9
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH THE MISSOURI
HIGHWAY AND TRANSPORTATION COMMISSION FOR AMENDMENT #1 TO 5311
TRANSIT OPERATING GRANT AGREEMENT.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to execute
an agreement with Missouri Highway and Transportation Commission for Amendment#1
to 5311 Transit Operating Grant Agreement.
Section 2. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed: l� ' �� Approved:
r siding Officer Mayor
ATTEST: APPROVED AS TO FORM:
) �J
City Clerk City Counselor
M 1z)C>"r 105 West Capitol Avenue
Missouri P.O.Box 270
JoKerson City,MO 65102
Department (573)751-2551
of.Transportation Fax ots 751-8555
www,►nodot.state.mo.us
Henry Hungerbeeler, Director
January 28, 2003
Mr. Tom Hood
City of Jefferson
320 East McCarty
Jefferson City, MO 65101
Dear Mr. Hood:
Enclosed is your copy of the executed amendment to the agreement between your
organization and the Missouri Highways and Transportation Commission under the
Section 5311 Operating Assistance Grant Program (MO-18-X023). Please retain this
copy for your records.
If you have any questions, please call me at 573-751-7481.
Sincerely,
Shirle Tarwate
Transit Operations Specialist
st
enclosure
Our mission is to preserve and improve Missouri's transportation system to enhance safety and encourage prosperity. ..
„, ¢ :Printed an recycled paper.
MO.18-X023
AMENDMENT NO. 1
WHEREAS, the Missouri Highways and Transportation Commission and the
City of Jefferson (Grantee) entered into an Agreement originally dated September 30,
2002, to fund a public transportation project pursuant to Chapter 53 (5311) of Title 49,
United States Code.
NOW THEREFORE, said Agreement is hereby amended as follows:
1. Paragraph 17, Section A, is amended to increase the federal share
reimbursement to grantee for operating expenditures to an amount not to
exceed $555,772.00;
2. Paragraph 17, Section B, is amended to decrease the state share
reimbursement to grantee for operating expenditures to $0.00;
3. The Agreement between the parties hereto dated September 30, 2002,
shall remain in full force and effect except as amended hereby.
IN WITNESS WHEREOF, the parties have entered into this agreement on the
date last written below. '
Executed by Grantee this `l day of ( /t c� <e,-bi 2002. 6`p
��
Executed b Commission this day of 2001
Y � Y
MISSOURI HIGHWAYS AND CITY OF JEFFERSON
TRANSPORTATION COMMISSION
By �-
Director, Multimodal Operations
Title yl1 CZ�l t,
Attest: Attest:
,ej By
Socretary _c--
Title
Ap oved as to Pq rm �r
� r
oun 1 m r Ordinance No. (if applicable)
/approved �� Foy
City Counse or
105 West Capitol Avenue
Missouri P.O.Box 270
Department Jefferson City,MO 65102
p (673) 751-2551
Fax dol.s 751-6556
of Transportation
www,rnoot state.mo.us
Henry Hungerbeoler, Director
December 2, 2002
Mr. Tom Hood
City of Jefferson
320 East McCarty
Jefferson City, MO 65101
Dear Mr. Hood:
Enclosed are three copies of an amendment to your agreement between your
organization and the Missouri Highways and Transportation Commission under the
Section 5311 Nonurban Operating Assistance Grant Program of Title 49, United States
Code (MO-18-X023). This amendment provides for the same level of funding as the
original agreement but all your funding for this grant cycle will come from federal funds.
For those of you who have already drawn down state funds, we will transfer the funds
internally; no action is needed on your part.
Please have the agreements signed by the appropriate officer or official and return all
three copies to me. You will receive one copy back for your files when all the
signatures have been obtained. Continue to use the same requisitions; just N" out the
state fund amount on Line G.
If you have any questions, please call me at 573-751-7481.
Sincerely,
Shirle Tarwater''�
Transit Operations Specialist
st
enclosures
our mission Is to preserve and Improve Missouri's transportation system to enhance safety and encourage prosperity.
?` Printed on recycled paper
.r�'••r,u ..••y;, STATE OF MISSOURI
;v DEPARTMENT OF MENTAL HEALTH
CONTRACT AMENDMENT
6429483 029
CITY OF JEFFERSON CONTRACT NUMBER - MW029144
CONTRACT CODE - 90
820 EAST MILLER
1 JEFFERSON CITY, MO 65101
The above referenced contract is hereby amended per the following:
1. Part III, General Contractual Requirements, is replaced in its entirety by the attached Part III, General
Contractual Requirements. Particular attention should be paid to the addition of the language referring to
the Health Insurance Portability and Accountability Act (HIPAA) of 1996 starting on page 11 of 16, paragraph 87.
Also, for your review, a copy of DMH's Notice of Privacy Practices is enclosed along with a letter from the Department
Director explaining the requirements of the amendment.
This is an amendment to you awarded contractual agreement. Sign, date, and return to: Deparlment of Mental Health,
Contract Unit, PO Box 687, Jefferson City, MO 65102.
This amendment shall be effective April 1, 2003. All other terms and conditions shall remain unchanged.
CONTRACTOR'S NAME; (� STATE AGENCY'S NAME:
DEPARTMENT OF MENTAL HEALTH
AUTHORIZED SIGNATURE: AUTHORIZED SIGtJATURC
TITLE: _.......__........ _..... ...__:..._.-- -.._-... . _-....-._.___._.-__._... ..........___.__.._.._.__._______,._,_.�_.
TITLE:
'1
Deputy Director, Administration f DATE:
7//b
,
=� ,DWISION'DES:�GC N.E. E.t t APPROVAL �`s 24 -r f
pit
AUTHORIZED SIGNATURE:- -� µ i DATE: ---_--�
MO-650.2720E (3.97) r ��(( -� t/� G rtrt Gct DMH 8826C
C/'C)", �T 110.0 WQS
4 CO` 4✓r cL� G r vv,-5
•-o D o J-'v, S .u vl 0 PA� v`^ C)'7( � ` ' 3
BOB HOLDEN MICHAEL COLITY, DIRECTOR
GOVERNOR DIVISION OF ALCOHnI AND
DRUG ABUSE
DORN SCHLIFFMAN (573)751.1042
DIRECTOR (573)751.7814 FAX
DIANE MCFARLAND, DIRECTOR
DIVISION OF COMPREHENSIVE
PSYCHIATRIC SERVICES
(573)751-80`17
STATE OF MISSOURI (573)751.7815 FAX
DEPARTMENT OF MENTAL HEALTH ANNE S. DEATON, DIRECTOR
DIVISION OF MENTAL RETARDATION AND
1706 EAST ELM STREET DEVELOPMENTAL DISABILITIES
P.O. BOX 687 573)7 1.9207 4
w73)7s1•a2o7 FAx
JEFFERSON CITY,MISSOURI 65102
(573)751-4122
(573)526-1201 M
modmh.stale.mmus
March 13, 2003
Dear Contract Provider:
The enclosed contract amendment reflects the federal mandates related to privacy of
consumer protected health information (PHI) that are to be implemented on April 14, 2003.
Those provisions (part of the Code of Federal Regulations resulting from the Health Insurance
Portability and Accountability Act [HIPAAJ of 1996) require the Department to lay out the
conditions under which it will exchange information about its consumers with its business
associates and contract providers.
Two key elements of the contract amendment deserve special note. First, although DMH
has announced previously that it has designated its service delivery system, including its own
facilities and contract service providers, as an organized health care arrangement (OHCA), this
amendment formalizes that process. An 01-ICA is a system of health care in which more than
one covered entity participates jointly in, among other activities, quality assessment and
improvement activities. The value of an OHCA to its participants is flexibility and fewer
barriers to the exchange of information, i.e. no specific authorization is required to allow the
sharing of PHI. Please note that there is a section of Part 111, General Contractual Requirements,
which directly addresses the responsibilities of members of the OHC:A. That same section also
references the required HIPAA Notice of Privacy Practices, and sets out which elements of our
Notice must be reflected in your entity's Notice. DMH has included a copy of our Notice for
your review.
Further, the amendment, as mandated by federal regulation, requires that each covered
entity account for disclosures of consumer's protected health information. This amendment
contains the information DM.H will require you, as our business associate, to provide when a
consumer makes a request for an accounting; of disclosures frorn us, and we in turn will need that
information from you for a client we have served in common.
While DMH does not intend, nor is it required, to monitor or audit your
organization for compliance with the 1-1111AA requirements, knowledge of any violation
which comes to the attention of DM.I-1 staff compels us to seek a response from you
regarding remediation for purposes of compliance. We are not able to offer advice or
'are Department of Mental Uenith does not deny employment or services because of race,sex,
aced,marital status,national origin,disability or age of applicants or employees.
consultation to assist you in that remediation, but certainly can direct you to other
resources or share our awn compliance activities.
It is imperative that you sign and return the amendment promptly since the
HIPAA privacy compliance deadline is close at hand—April 14, 2003; failure to do so
may result in nullification of the contract arrangement with DMH. Should you have any
questions about the HIPAA provisions of the amendment, you may contact the
Department via e-mail at HIPAA a,mail.dmh.state.ma.us or by mail at HIPAA Privacy
Office, DMH, 1706 E. Elm, Jefferson City, MO 65102. DMH staff will not be able to
answer telephone inquiries due to demands of other compliance activities.
incerely,
Dorn Schu
Cc: Regional Administrators
SCL Directors
MRDD Regional Center Directors
HIPAA Core Team
DMH Executive Team
DMH Contract Unit
` 3/13/03
PART III
GENERAL CONTRACTUAL REQUIREMENTS
GENERAL
1. Authorization for the Department of Mental Health (Department) to contract for services Is granted
each fiscal year by the Office of Administration. Authorization for additional contract periods requires
the annual renewal of the authorization.
2. The contract between the Department and the contractor SHALL consist of (1) the Request for
Proposal (RFP), any amendments, attachments and/or exhibits thereto and (2) the proposal
submitted by the contractor in response to the RFP and approved by the Department. If there is a
conflict in language between the two documents, the requirements set forth and/or referenced in the
Request for Proposal SHALL govern. The Department reserves the right to clarify any contractual
relationship in writing with the concurrence of the contractor. Such written clarification SHALL govern
in case of conflict with requirements of the RFP or the contractor's proposal. The contractor's
proposal, when accepted by the Department, is binding on the contractor without further clarification.
3. This contract SHALL be construed according to the laws of the State of Missouri and SHALL govern
the terms and conditions of the contracted services provided to clients of the Department by the
contractor. The contractor SHALL comply with all local, state and federal laws and regulations related
to the performance of the contract to the extent that these may be applicable. The contractor SHALL
have all licenses and/or certifications current which are required by law, rule or regulation.
4. To the extent that a provision of the contract is contrary to the Constitution or laws of the State of
Missouri or of the United States, the provisions shall be void and unenforceable. However, the
® balance of the contract shall remain in force between the parties unless terminated by consent of
both the contractor and the state.
5. The contractor must timely file and pay all Missouri sales, withholding, corporate and any other
required Missouri tax returns and taxes, including interest and additions to tax.
6. The exclusive venue for any legal proceeding relating to or arising out of the contract shall be in the
Circuit Court of Cole County, Missouri.
7. This contract SHALL constitute an assignment by the contractor to the State of Missouri of all rights,
title and interest in and to all causes of action that the contractor may have under the antitrust laws of
the United States or the State of Missouri for which causes of action have accrued or will accrue as
the result of or in relation to the particular supplies and/or services purchased or procured by the
contractor in the fulfillment of the contract.
8. Unless otherwise specified, the contractor SHALL be responsible for furnishing all material, labor,
facilities, equipment and supplies necessary to perform the services required.
9. The contractor SHALL comply with the Fair Labor Standard Act, Equal Opportunity Employment Act,
and any other federal and state laws, rules. regulations and executive orders to the extent that these
may be applicable and further agrees to insert the foregoing provision in all subcontracts awarded.
10. By signing this contract the contractor certifies that the contractor and each of its principals (owners,
director and others as defined by 45 CFR 76) are not suspended or debarred from contracting with
the federal government. If the contractor or any of its principals become suspended or debarred
during the contract period, the contractor SHALL immediately send written notification to the
Department. Suspension or debarment of the contractor, or failure by the contractor to provide
written notification to the Department of their suspension or debarment, may result in immediate
termination of this contract.
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3/13/03
11. The contractor SHALL assurne all legal and financial responsibility for taxes, FICA, employee
benefits, workers compensation, employee insurance, minimum wage requirements, overtime, etc.,
and agrees to indemnify, save and hold the State of Missouri, its officers, agents, and employees,
harmless from and against, any and all loss; cost (including attorney fees); and damage of any kind
related to such matters. The contractor SHALL authorize and direct all custodians of records of their
taxes, FICA and other employee benefits to release information to the Department upon request.
12. The contractor agrees that this contract is predicated, in part, on the utilization of the specific,
resources, individual(s) and/or personnel qualifications as identified and /or described in the
contractor's Department approved proposal and, when applicable, Department approved Uniform
Budget packet (schedules A, B & C) or any other financial reporting tool prescribed by the
Department. The contractor agrees that no personnel and/or individuals will be utilized in the
performance of this contract who fail to meet specific provider qualifications as set out in the
Department's service catalog and specified herein. No substitution of provider qualifications SHALL
be made by the contractor without written notification to the Department and the Department's written
approval. The contractor agrees that substitutions made pursuant to this paragraph SHALL be equal
to or better than originally proposed.
13. Department approved staffing ratios and/or patterns are essential for providing the services
identified. The contractor SHALL maintain all Department approved staff ratios, hours of services
and/or patterns or request a written waiver from the Department. The contractor SHALL maintain
time, salary or hourly pay rate data and personnel records as specified by the Department.
Downward deviation of staff/resources upon which the unit price is based may require a downward
adjustment of unit price(s). Recovery of fees paid on which there has been a downward deviation in
staff/resources for the contract year per (a) Department approved Uniform Budget Form (DMH-8836)
and its Expense Categories (b) Department approved staffing ratios, or (c) any other financial
reporting tool prescribed and approved by the Department SHALL be required and may be
retroactive to the date of-occurrence.
14. The contract will be read and enforced as though every provision of law and clause required by law to
be inserted herein were included. If any such provision is not inserted, then upon the notification of
either party the contract will be amended to make such correction.
15. The contractor agrees to consolidate all or portions of related service contracts into a single contract
at the request of the Department.
16. The contractor SHALL understand and agree that this contract may involve the expenditure of federal
funds. Therefore, pursuant to federal government requirements, all contracts, subcontracts, and
subgrants of amounts in excess of $100,000 SHALL contain a provision which requires compliance
with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act
(42 U.S.C. 1857(h), Section 508 of the Clean Air Act (33 U.S.C. 1368), Executive Order 11738, and
Environmental Protection Agency regulations (40 CFR Part 15), which prohibit the use under non-
exempt federal contracts, grants or loans of facilities included on the EPA list of Violating Facilities.
The provision SHALL require reporting of violations to the grant or agency and to the U.S.E.P.A.
Assistant Administrator for Enforcement (EN0329). Contractors SHALL recognize mandatory
standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).
17. The contractor SHALL not transfer any interest in the contract, whether by assignment or otherwise,
without the prior written consent of the Department. The contractor SHALL agree and understand
that, in the event the Department consents to a financial assignment of the contract in whole or in
part to a third party, any payments made by the State of Missouri pursuant to the contract, including
all of those payments assigned to the third party, SHALL be contingent upon the performance of the
prime contractor in accordance with all terms and conditions, requirements and specifications of the
contract. •
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18. The contractor agrees to maintain appropriate documentation that it has appropriate systems and
controls in place to ensure that any and all information software systems used in relationship to the
contractual responsibilities with the Department have been acquired, operated and maintained
consistently with U.S. copyright law or applicable licensing restrictions. The contractor agrees to
make documentation of such compliance and any such license immediately available upon request
by the Department.
SUBCONTRACTING
19. Upon receiving written approval from the Department to subcontract the contractor may establish a
subcontract for services described herein. Any subcontracts for the services/products described
herein SHALL be in writing and SHALL include appropriate provisions and contractual obligations,
including all terms and conditions of this contract's Part III, General Contractual Requirements, to
ensure the successful fulfillment of all contractual obligations agreed to by the contractor and the
Department. The subcontract SHALL ensure that the Department is indemnified, saved and, held
harmless from and against any and all claims of damage, loss, and cost (including attorney fees) of
any kind related to a subcontract in those matters described in the contract between the Department
and the contractor. The contractor SHALL expressly understand and agree that he/she SHALL
assume and be solely responsible for all legal and financial responsibilities related to the execution of
a subcontract. The contractor SHALL agree and understand that utilization of a sub-contractor to
provide any of the services in the contract SHALL in no way relieve the contractor of the responsibility
for providing the services as described and set forth herein.
MINORITY BUSINESS ENTERPRISE (MBE) AND WOMEN BUSINESS ENTERPRISE (WBE)
PARTICIPATION REQUIREMENTS
20.. In accordance with Executive Order 98-21, state agencies SHALL make every feasible effort to
increase the percentage of goods and services procured from state certified minority and women-
owned businesses (MBE's and WBE's) to ten percent (10%) and five percent (5%), respectively.
Desirable goals for state procurement are set at twenty percent (20%) MBE and ten percent (10%)
WBE. In order to be considered a qualified MBE or WBE, the MBE/WBE must be certified by the
State of Missouri, Office of Administration, Office of Equal Opportunity (OEO).
20.1 MBE or WBE means a business that is a sole proprietorship, partnership, joint venture or
corporation in which at least fifty-one percent (51%) of the ownership interest is held by
minorities or women and the management and daily business operations of which are
controlled by one or more minorities or women who own it. Minority is defined in RSMo
33.750 as belonging to one of the following racial minority groups: African Americans, Native
Americans, Hispanic Americans, Asian Americans, or other similar racial groups.
20.2 The contractor SHALL make a good faith effort to obtain ten percent (10 %) and/or five
percent (5 11,0) MBE and WBE participation, respectively, in any subcontracting activity related
to the performance of this contract. Contractors who utilize MBENVBE subcontractors SHALL
report their MBE and WBE expenditures to the Department on a quarterly basis.
CONFLICT OF INTEREST
21. The contractor hereby agrees that at the time of the submission of their proposal the contractor has
no other contractual relationships which create any actual conflict of interest. The contractor agrees
that during the term of the contract neither the contractor nor any of its employees SHALL acquire
® any other contractual relationships which would create such a conflict.
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3/13/03
22. In accordance with the Revised Statutes of the Stato of Missouri, no official or employee of the
Department or public official of the State of Missouri who exercises any functions or responsibilities in
the review or approval of the Scope of Work covered by the contract SHALL acquire any personal
interest,directly or indirectly, in the contract or proposed contract.
23. In accordance with state and federal laws and regulations, state executive order or regulations, the
contractor agrees that it presently has no interest and SHALL not acquire any interest, directly or
indirectly, which would conflict in any manner or degree with their performance of the contracted
services. The contractor agrees that no person having such interest SHALL be employed or
conveyed an interest, directly or indirectly, in the contract.
24. The contractor agrees that no Missouri state employee SHALL help the contractor obtain this
contract or participate in the performance of this contract if such involvement will constitute a conflict
of interest. Before any state employee may be involved in the performance of this contract written
approval SHALL be obtained from the director of the Department.
25. The contractor agrees that no Missouri state employee SHALL be compensated under this contract
for duties performed in the course of his/her state employment. A state employee SHALL not use
state facilities or materials for personal gain relating to the performance of this contract.
26. The contractor represents itself to be an independent contractor offering such services to the general
public and SHALL not represent itself or its employees as employees of the State of Missouri.
27. If the contractor is a not-for-profit agency, board members must abstain from voting on any funding
proposal in which they have administrative control or a monetary interest with the proposed grantee.
Board members who have such an interest and participate in discussion prior to a vote must disclose
such interest in a meeting of the board prior to such discussion.
FINANCIAL REQUIREMENTS
28. The availability of funding for this contract SHALL be determined solely by the Department and such
determination SHALL be final and without recourse by the contractor. The Department does not give
any assurances under the terms of this contract that the maximum calculated reimbursement for
service(s) specified herein will be purchased.
29. Moneys received from the Department under this contract SHALL not be used to supplant local funds
or subsidize services provided to other agencies, organizations, or individuals.
30. Payment due under the terms of the contract SHALL be made by the Department upon receipt of a
properly itemized invoice. The contractor SHALL utilize the fiscal reimbursement system required by
the Department. The contractor SHALL not invoice federal or state tax. The State of Missouri's tax-
exempt certificate number is 43-750026K.
31. The contractor SHALL submit their invoices in a timely fashion and no later than the time period
specified in 33.120 RSMo, unless more restrictive requirements are established by state or federal
law or regulation,
32. The contractor SHALL invoice for services provided at the contracted unit price(s). Unit prices
charged the Department SHALL be no greater than those charged to the general public for the same
service.
33. The Department reserves the right to audit all invoices and to reject any invoice for good cause.
34. The Department reserves the right to deduct from an invoice any overpayment made by the O
Department. All overpayments SHALL be collected in accordance with 630.460 RSMo,
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® Overpayment is defined by 630.460 RSMo as any payment by the Department to a vendor providing
care, treatment, habilitation or rehabilitation services to clients under contract with the Department
which is:
34.1 In excess of the contracted rate less payments by the client, or on his behalf, as required to
be made by the Standard Means Test, contained in 9 CSR 10-31.011;
34.2 In payment of services not provided;
34.3 In payment for any service not authorized in the contract with the Department; or
34.4 In payment for services provided contrary to the provisions of the contract with the
Department.
35. In accordance with 9 CSR 10-31.011, the contractor SHALL apply to the costs incurred for providing
services to the client the benefits received or available on behalf of or to the client from private and
public health insurance, health services corporation and health maintenance organization plans,
policies and contracts including individual, company, fraternal, group, Medicare, Medicaid and similar
plans to the extent and limits of the coverage for the recipient.
36. The Department SHALL deduct from the contractor's invoice, if not deducted by the contractorpall
amounts to be collected by the contractor from the client or other payment sources.
37. The Department reserves the right to make invoice corrections and/or changes with appropriate
notification to the contractor.
38. The contractor SHALL not make any collection for Title XIX Medicaid covered services from the
recipient, his or her spouse, parent, guardian, relative or anyone else receiving public assistance,
and if any payment is received or assured from any other source on the recipient's account, that
amount will be deducted from the claim filed with Title XIX Medicaid.
REPORTING REQUIREMENTS
39. The contractor SHALL fully coordinate all contract activities with those activities of the Department.
As the work of the contractor progresses information on matters covered by the contract SHALL be
made available by the contractor to the Department throughout the effective period of the contract.
40. The contractor SHALL retain all records pertaining to the contract for seven years after the close of
the contract year unless audit questions have arisen within the seven year limitation and have not
been resolved. All records SHALL be retained until all audit questions have been resolved.
41. The contractor SHALL immediately notify the Department, in accordance with guidelines established
by the Divisions, when there is a death of a client.
42. The contractor shall notify the Department in accordance with 9 CSR 10-5.200 when there are
allegations of physical abuse, sexual abuse, verbal abuse or neglect of a client.
43. The contractor SHALL provide written notification to the Department when there is any change in the
contractor's licensure or certification/accreditation status, official name, address, Executive Director,
or change In-ownership and/or control of the contractor's organization.
44. Upon filing for any bankruptcy or insolvency proceeding by or against the contractor, whether
e voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of
creditors, the contractor SHALL notify the Department immediately. Upon learning of any such
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actions the Department reserves the right, at its sole discretion, to either cancel the contract or affirm
the contract and hold the contractor responsible for damages.
45. The contractor SHALL maintain auditable records for all activities performed under this contract.
Financial records SHALL conform to Generally Accepted Accounting Principles (GAAP). Such
records SHALL reflect, at a minimum, the specific number and type of service units provided, the
number and type of clients served, client progress and other relevant records. The contractor SHALL
submit itemized reports, records and information at the request of the Department.
46. The contractor SHALL allow the Department or its authorized representative to inspect and examine
the contractor's premises and/or records which relate to the performance of the contract at any time
during the period of the contract and within the period specified herein for the contractor's retention of
records.
47. The Department SHALL have access to its clients and client records without limitation. If access is
denied or limited, the Department SHALL terminate payment from the day access is denied or
limited.
48. If the contractor receives notice of a Class I license violation from the Department of Health and
Human Services or the Division of Aging or a notice under certification that a condition of jeopardy
exists, the contractor SHALL immediately notify the authorizing Department facility. Verbal
notification SHALL be followed by written notification mailed within 48 hours. The contractor SHALL
send a copy of any plan of corrections for Class I deficiencies which has been approved by the
Division of Aging, the Department. Health Care Financing Administration or other license certification
or accreditation authority to the head of the Department facility who has authorized services to be
delivered by the contractor.
49. The contractor SHALL conduct criminal record reviews for its employees, volunteers and household
members in accordance with 9 CSR 10-5.190.
CLIENT BASED INFORMATION REQUIREMENTS
50. If required, the contractor SHALL submit client data and invoicing information via its computer
network with the Department's on-line computerized client based information system.
51. The Department has sole authority in determining the compatibility of the contractor's computer
system.
52. At the sole option of the Department, termination of this contract may result if the contractor fails to
maintain accurate and complete information or misuses the Department's computer network.
GENERAL AUDIT GUIDELINES
53. If during the contractor's fiscal year the contractor expends $300,000 or more in federal grant funds
received from the Department, the contractor SHALL have an annual audit conducted in accordance
with United States Office of Management and Budget (OMB) Circular A-133. The audit SHALL be
conducted by an individual or firm licensed by the Missouri State Board of Accountancy. The due
date for filing the audit with the Department SHALL be the same as the due date for filing the audit
with the federal clearinghouse specified in OMB Circular A-133. The items to be filed with the
Department SHALL consist of the reporting package specified in OMB A-133. Failure to comply with
these requirements may result in reduction of available allocation of funds, reduction or suspension
of payments to the contractor or cancellation of this contract between the Department and the
contractor.
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STANDARD MEANS TEST
54. For all clients whose services are paid by the Department, the contractor SHALL apply the
Department's Standard Means -Pest in accordance with 9 CSR 10-31.011, when not applied by the
Department. Nothing in this contract SHALL deny the right of a client or his responsible person to
appeal to the Department for re-determination of the amounts payable by them to the contractor
under 9 CSR 10-31.011.
55. The contractor SHALL charge and become responsible for the collection of client payments as
determined by the Standard Means Test, in accordance with 9 CSR 10-31.011. Amounts charged to
clients, whether or not collected, SHALL be shown as a credit on the invoice.
56. The contractor SHALL not impose or increase fees for service for Department clients without the written
consent of the Department except as permitted by the Standard Means Test,
57. Nothing in this contract SHALL impair the statutory rights of the Department to charge a Department
client, a client's estate or the person(s) obligated to pay for services rendered to the client for
expenditures made by the Department for the client.
AMENDMENT TERMINATION AND RENEWAL
58. The contractor understands and agrees that funding for the contract must be appropriated by the
Missouri General Assembly for each fiscal year included within the contract period. The contract
SHALL not be binding upon the State for any period in which funds have not been appropriated, and
the State SHALL not be liable for any costs associated with termination caused by lack of
appropriations. The contract SHALL be terminated by the Department, without penalty or termination
costs if such funds are not appropriated or available. If funds are not appropriated or available for
the contract, the contractor SHALL not prohibit or limit the Department's right to pursue alternate
contracts as necessary for the conduct of state governmental affairs. The requirements stated in this
paragraph SHALL apply to any amendment or the execution of any option to extend the contract.
59. Any change, whether by modification and/or supplementation, SHALL be accomplished by a formal
contract amendment signed and approved by and between the duly authorized representatives of the
contractor and the Department. The contractor expressly and explicitly understands and agrees that
no other method and/or no other document, including correspondence, acts, and oral
communications by or from any person, SHALL be used or construed as an amendment to the
contract.
60. The Department may terminate the contract for breach of contract by providing the contractor with a
written notice of termination. The termination SHALL become effective on the data specified in the
notice. At its sole discretion, the Department may give the contractor an opportunity to cure the
breach or to explain how the breach will be cured. Payments for services SHALL not be made
beyond the date of termination.
61. This contract may be terminated by either party, by giving sixty (60) days advance written notice to
the other party at its principal address. The termination SHALL be effective sixty (60) days from the
date of notice or the date specified in the notice; however, the Department may withdraw any or all of
its clients before the end of the sixty(60) day period.
62. Any written notice to the contractor SHALL be deemed sufficient when deposited in the United States
mail postage prepaid, transmitted by facsimile, electronic mail, or hand-carried and presented to an
authorized employee of the contractor at the contractor's address as listed in the contract.
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63. In the event of termination all client records, documentation, data, reports, supplies, equipment and
accomplishments prepared, furnished, acquired or developed by the contractor as a direct
requirement specified in the contract SHALL become the property of the Department.
64. Upon termination of the contract the contractor SHALL maintain, store, transfer, and provide for the
authorized release of all client records developed by the contractor as a direct requirement of this
contract. The contractor agrees that upon termination of the contract the Department SHALL have
access to all client records pertaining to the performance of the contract and, as requested by the
Department, the contractor SHALL make available to the Department all client records and
documents prepared or developed as a result of the contract.
65. The contractor SHALL agree and understand that all discussions with the contractor and all
information gained by the contractor as a result of the contractor's performance under the contract
SHALL be confidential and that no reports, documentation or material prepared as required by the
contract SHALL be released to the public without the prior written consent of the Department.
66. This contract SHALL not bind, nor purport to bind, the State of Missouri for any commitment in
excess of the original contract period. The Department SHALL have the right, at its sole option, to
renew the contract. If the Department exercises its options, all terms, conditions and provisions of
the original contract and any amendments SHALL remain the same and apply during the renewal
period.
HUMAN RIGHTS
67. The contractor SHALL establish a system satisfa:ctory to the Department through which recipients of
services under this contract may present grievances. The contractor SHALL maintain at the facility a
file of all Department client grievances of an alleged violation of rights and how the grievance has
been or is proposed to be resolved. The person in charge SHALL cooperate fully with any
subsequent Department investigation of the grievance.
68. If this contract is federally funded, the contractor SHALL. abide by the provisions of the Pro-Children
Act of 1994 (PL 103-227) regarding environmental tobacco smoke, which is incorporated herein as if
fully set out.
69. The contractor SHALL comply with all applicable provisions of the Civil Rights Act (45 CFR 80) and
the Age Discrimination in Employment Act of 1967 (45 CFR 90).
70. In compliance with Governor's Executive Order N87-6 (Art. XIII); Federal Executive Order 11246 as
amended; Section 503 of the Rehabilitation Act (45 CFR 84) as amended; Vietnarn-Era Veterans
Readjustment Assistance Act as amended, 38 U.S.C. 4212 (formerly 2012); and the Americans with
Disabilities Act of 1990; contractors that employ fifty (50) or more persons SHALL comply with the
above state and federal regulations which require non-discrimination in employment and delivery of
services,
70.1 In addition to the above, the contractor SHALL make the following Truman rights assurances:
a. Not to discriminate against recipients of services on the basis of race, color, religion,
national origin,sex, physical ability, veteran status or age.
b. Not to discriminate against any employee or applicant for employment on the basis of
race, color, religion, national origin, sex or olherwise qualified status of physical ability.
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c. Not to discriminate against any applicant for employment or employee on the basis of
age, where such applicant or employee is between the ages of forty (40) and seventy (70)
and where such contractor employs at least twenty (20) persons.
d. Not to discriminate against any applicant for employment or employee on the basis of that
person's status as a disabled or Vietnam-era veteran, if the compensation payable to the
contractor or subcontractor is at least$10,000 within a fiscal year.
e. To develop, implement and maintain an affirmative action program if at least fifty (50)
persons in the aggregate are employed. For the purpose of this contract, an „affirmative
action program” means positive action to influence all employment practices (including,
but not limited to, recruiting, hiring, promoting and training) in providing equal employment
opportunity regardless of race, color, sex, origin, religion, age, physical ability and
Vietnam-era veteran status. Such an Affirmative Action Program SHALL include:
1. A written policy statement committing the total organization to affirmative action and
assigning management responsibilities and procedures for evaluation and
dissemination;
2. The identification of a person designated to handle affirmative action;
3. The establishment of non-discriminatory selection standards, objective measures to
analyze recruitment, an upward mobility system, a wage and salary structure and
standards applicable to layoff, recall, discharge, demotion and discipline;
4. The exclusion of discrimination from all collective bargaining agreements; and
® 5. Performance of an internal audit of the reporting system to monitor execution and to
provide for future planning.
I. If the contractor uses any funds of this contract in a subcontract, then the contractor
SHALL require such a subcontractor to comply with the applicable human rights clauses
above.
70.2 The Department SHALL have the right to enforce all applicable clauses by appropriate
procedures, including but riot limited to, requests, reports, site visits and inspection of relevant
documentation of the contractor.
71. The contractor SHALL comply with all applicable requirements and provisions of the Americans with
Disabilities Act (Public Law 101-336) (28 CFR 35), which prohibits discrimination against people with
disabilities in employment, services, transportation, public accommodations, communications and
activities of state and local go✓ernment. The contractor's failure to comply with this act may result in
termination of the contract. The contractor SHALL notify the Department immediately of any
allegations, claims, disputes, or challenges made against the contractor concerning this act.
INSURANCE
72. The contractor SHALL understand and agree that the State of Missouri cannot save and hold
harmless and/or indemnify the contractor or employees against any liability incurred or arising as a
result of any activity of the contractor or any activity of the contractor's employees related to the
. contractor's performance under the contract. Therefore, the contractor SHALL acquire and maintain
adequate liability insurance in the form(s) and amount(s) sufficient to protect the State of Missouri, its
agencies, its clients, its employees and the general public against any loss, damage and/or expense
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related to his/her performance under the contract. The insurance coverage SHALL. include, but riot
be limited to, general liability, errors and ornissions, professional liability, etc.
73. The contractor SHALL be responsible for all injury or damage as a result of the contractor's
negligence, or any future negligent act, involving any equipment or service provided under the terms
and conditions, requirements and specifications of the contract. In addition to the liability imposed
upon the contractor on account of personal injury, bodily injury (including death), or property damage
suffered as a result of the contractor's negligence, the contractor assumes the obligation to save the
State of Missouri, including its agencies, employees, and assigns, from every expense, liability, or
payment arising out of such negligent act. The contractor also agrees to hold the State of Missouri,
including its agencies, employees, and assigns, harmless for any negligent act or omission
committed by any subcontractor or other person employed by or under the. supervision of the
contractor under the terms of the contract.
74. The contractor SHALL maintain adequate automobile liability insurance for the operation of any
motor vehicle used to provide any form of transportation service related to the services of this
contract.
75. If the contract involves the performance of medical services of any type, the contractor SHALL
maintain adequate liability insurance to cover all medical services rendered.
76. Proof of the insurance coverage SHALL include, but not be limited to, effective dates of coverage,
limits of liability, insurers' names, policy numbers, company, etc. Proof of self-insurance coverage or
another alternative risk financing mechanism may be utilized provided that such coverage is
verifiable and irrevocably reliable. Proof of insurance coverage SHALL be submitted upon request.
MISCELLANEOUS
77. The Department may require the attendance of the contractor's personnel at training activities and
may require the cooperation of the contractor's personnel where the Department provides technical
assistance.
78. By signing this contract the contractor enters into an afliliation agreement with the Department to
coordinate a delivery system of accessible services. The contractor agrees to integrate community-
based programs into the Department system and to avoid duplication of state provided or supported
services.
79. Disclosure by any party of information concerning a client for any purpose not directly related to the
performance of this contract is prohibited except as specified by applicable state and tederal laws
and regulations.
80. Under circumstances, as referenced in 632.300 FtSMo, in which a client's conduct is jeopardizing
the safety of the client himself or others in the community, the contractor SHALL immediately notify
first the mental health coordinator and secondly the authorizing Department facility. If an immediate
response is needed to insure the health and/or safety of the client or others, the local law
enforcement officials SHALL also be notified.
81. The Department may place a monitor with the contractor, given any situation as described in Section
630.763 RSMo or when the Department determines that the health, safety or welfare of the clients
cannot be adequately assured.
82. The Department enters into this contract by the authority of its director. The contractor enters into
this contract individually or, if incorporated, pursuant to and by authority of its board of directors. •
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® 83. The contractor SHALL fully cooperate with all investigations conducted by the Department, or its
agents, whi„h relate, directly or indirectly, with the performance of this contract.
84. Contractors that are required by state law to be registered and in good standing with the State's
Secretary of State SHALL submit their State Certificate of Good Standing to the Department upon
request.
85. The Department endorses a drug free environment and the absence of substance abuse. The
contractor SHALL support and enforce these philosophies in their performance of the contract.
APPEALS
86. The offeror may protest and/or appeal an action or decision made by the Department regarding the
Request for Proposal (RFP) process and/or the award of a contract in accordance with the
procedures contained in 9 CSR 25-2.505.
HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT OF 1996 (HIPAA) BUSINESS
ASSOCIATE AGREEMENT
87. WHEREAS, the interaction between Covered Entity, in this case the Missouri Department of Mental
Health or its state-operated facilities, and Business Associate, in this case this contractor if the
contractor is a covered entity, is governed by an existing contract under which Covered Entity and
Business Associate use or disclose between themselves Protected Health Information ("PHI") as
defined by the Standards for Privacy of Individually Identifiable Health Information ("Privacy
Regulations") of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and this
PHI assists Business Associate in providing necessary goods and services to the Covered Entity,
and
WHEREAS, Business Associate may receive from, create or receive PHI on behalf of Covered Entity
while providing necessary goods and services to Covered Entity, and
WHEREAS, both parties recognize the importance of and are committed to protecting the privacy
and confidentiality of any PHI disclosed to the Business Associate pursuant to this Agreement, in
compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191
(HIPAA) and any regulations promulgated thereunder by the U.S. Department of Health and Human
Services, and
WHEREAS, both parties receive considerable benefit from their interactions with each other and wish
to continue their relationship in the future, and
WHEREAS, the purpose of this Agreement is to satisfy the requirements of HIPAA and any
regulations promulgated thereunder, including, but not limited to, Title 45, Section 164.504 (e) of the
Code of Federal Regulations ("CFR"), as the same may be amended from time to time.
NOW,THEREFORE, in consideration of the mutual promises below and the exchange of information
between the parties, both parties agree that this Agreement will govern the manner in which
Business Associate will protect, use, disclose and handle PHI provided by, created by or received by
Business Associate from or on behalf of Covered Entity during the term of this agreement and after
its termination as follows;
87.1 Definitions
•
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Any term used in this document that has not been otherwise defined herein shall be given the
same definition as that term is given in the Privacy Regulations, specifically, 45 CFR 160.103 and
164.501.
"Protected Health Information" or"PHI" shall have the same meaning assigned to that term in 45
CFR 164.501, except that it shall be limited to information created or received by Business
Associate from or on behalf of Covered Entity.
87,2- Obligations and Activities of Business Associate
a. Permitted Uses and Disclosures, Business Associate agrees that neither it nor any
member of its workforce will use or disclose PHI in any manner or for any reason other than
those expressly set out in this Agreement or, required by law.
b, Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of PHI in any rnanner or for any reason other than those set out in this Agreement or
required by law. Business Associate shall maintain a comprehensive written information privacy
and security program ("comprehensive program") to protect such PHI. This comprehensive
program will include administrative, technical and physical safeguards appropriate to the size and
complexity of Business Associate's operations and the nature and scope of its activities.
C. Proof of Comprehensive Plan. In order to ensure Covered Entity and Business Associate
remain in compliance with the provisions of the Privacy Rule, Business Associate agrees to
provide to Covered Entity or, upon request, to the Secretary of the United States Department of
Health and Hunian Services ("Secretary"), proof of its comprehensive program to protect PHI
and also agrees to provide Covered Entity or Secretary with access to Business Associate's
facilities for inspection and copying of its books, records, internal practices, policies and
procedures regarding this comprehensive program to protect PHI.
d. Workforce Training. Business Associate agrees that any member of its workforce who
work directly with or may come into contract with PHI will receive full training as to the
comprehensive prograrn as well as Business Associate's duties pursuant to this Agreement.
Business Associate agrees to take appropriate disciplinary action against any member of its
workforce who uses or discloses PHI in violation of this Agreement.
e. Reporting of Wrongful Use or Disclosure of PHI. Business Associate agrees that if it
learns of any use or disclosure of PHI by Business Associate or any member of its workforce in
any manner or for any reason other than those set out in this Agreement or required by law, it will
report such wrongful use or disclosure to Covered Entity within two (2) business days of its
discovery. The report shall include: the date of the disclosure; the person to whom the disclosure
was made; the address of the person to whom the disclosure was made, if known; a brief
description of the PHI released; the purpose of [lie disclosure; and any corrective action
Business Associate is taking to try to ensure such disclosures do not occur in the future.
I. Disclosure of PHI to Business Associate's Agents. Business Associate agrees to ensure
that any of its agents or subcontractors which receive any PHI will agree to the same restrictions
and conditions on the use or disclosure of the PHI that the Business Associate has agreed to
under this Agreement.
g. Access to PHI, If Business Associate maintains PHI in a Designated Record Set,
Business Associate agrees that, when requested by Covered Entity, within ten (10) business
days after the date of that request, Business Associate will provide, in a manner designated by
Covered Entity, access to such PHI to either Covered Entity or to an Individual in order,to meet
the requirements of 45 CFR 164.524.
h. Amendments to PHI, If Business Associate maintains PHI in a Designated Record Set,
Business Associate agrees to make any amendment(s) to such PHI that Covered Entity directs
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or agrees to with an Individual pursuant to 45 CFR 164.526, within ten (10) business days after
notification of such amendment and in the manner designated by Covered Entity.
I. Provide Accounting of Disclosure of PHI. Business Associate agrees to: (1) document
such uses or disclosures of PHI and all necessary information related to such uses or
disclosures as would be necessary for Covered Entity to respond to a request by an Individual for
an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 and (2) provide such
documentation to Covered Entity or an Individual, In a time and manner designated by Covered
Entity, not to exceed fifteen (15) business days, so that Covered Entity may respond to any
request by an Individual for an accounting of disclosures in accordance with 45 C.F.R. 164.528.
At a minimum, Business Associate shall provide Covered Entity with the date of the disclosure,
the name of the entity or person who received the PHI and (if known by Business Associate) the
address of such entity or person, a brief description of the PHI disclosed, and a brief statement of
the purpose of the disclosure that reasonably describes the basis for the disclosure.
j. Mitigate Losses. Business Associate agrees that if it has knowledge of any harmful effect
of a use or disclosure of PHI by Business Associate that would violate this agreement, it will
mitigate such effect, to the extent practicable.
87.3 Permitted Uses and Disclosures by Business Associates
a. Permitted Uses.
Business Associate shall not use PHI except for: (i) the purpose of performing Business
Associate's obligations to Covered Entity under any existing or future agreement, contract,
contract provider agreement or purchase of services agreement between Business Associate and
® Covered Entity or(ii) any other purpose specifically permitted under this Agreement. Further,
Business Associate shall not use PHI, created, received or discloser.) pursuant to this Agreement,
in any manner that constitute a violation of the Privacy Rule if so used by the Covered Entity
except for the uses found in subsection (b) of this Section. The typical permitted uses or
disclosures would be those for treatment, payment and/or healthcare operations as defined in 45
CFR Section 164.501, et seq.
b. Additional Uses.
1. Except as otherwise limited in this Agreement, Business Associate may use Phll for the
proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
ii. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for
the proper management and administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate, provided that disclosures are required by law, or
Business Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and used or further disclosed only as required by law or
for the purposes for which it was disclosed to the person, and the person notifies the Business
Associate of any instances of which it is aware in which the confidentiality of the information has
been breached.
iii. As permitted by 45 CFR 164.504(e)(2)(i)(B), Business Associate may use PHI to provide
data aggregation services to Covered Entity, so long as the Covered Entity and Business
Associate enter into an agreement or contract through which such services are provided.
c. Permitted Disclosures,
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Business Associate shall not disclose PHI in any manner that would constitute a violation of the
Privacy Rule if disclosed by the Covered Entity, except that Business Associate may disclose PHI:
(i) in a manner permitted pursuant to this Agreement; (ii) for the proper management and
administration of the Business Associate; (iii) as required by law; or (iv) for the data aggregation
services for the health care operations of the Covered Entity.
Before disclosing PHI to any third party, unless the disclosure is required by law, Business
Associate must first obtain reasonable assurances from the entity receiving the PHI that it will: (i)
maintain the confidentiality of the PHI and only disclose the PHI as required by law or for the
purposes for which it was disclose to the third party and (ii) immediately notify Business Associate
of any breaches of confidentiality as soon as it learns of such hreaches.
87.4 Obligations of Covered Entity
a. Covered Entity agrees to be responsible for using appropriate safeguards to maintain and
ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant
to this Agreement, until such PI-11 is received by Business Associate.
b. Covered Entity agrees to provide Business Associate with the notice of privacy practices
that Covered Entity produces in accordance with 45 C.F.H. 164.520, as well as any changes to
such notice.
G. Covered Entity agrees to provide Business Associate with any changes in, or revocation
of, permission by Individual to use or disclose PHI, if such changes affect Business Associate's
permitted or required uses and disclosures.
d. Covered Entity agrees to nctify Business Associate of any restrictions; to the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522.
e. Covered Entity shall not request Business Associate to use or disclose PHI in any manner
that would not be permissible under the Privacy Rule if performed by Covered Entity, except for
those practices permitted by the Privacy Regulations and found in Section III(b) of this Agreement.
87.5 DMH Organized Health Care Arrangement
a. If Business Associate is a Contract Provider providing mental health and/or substance
abuse and/or developmental disabilities services to DMH clients, then by accepting this Business
Associates Agreement, Business Associate is, hereby, designated a member of the DMH
Organized Health Care Arrangement and shall have additional duties as set forth in this section.
The DMH Organized Health Care Arrangement is defined as DMH, its state operated facilities,
and all DMH contract providers providing mental health and/or substance abuse and/or
developmental disabilities services to DMH consumers.
b. Business Associate shall incorporate into its business practices regarding compliance
with the Privacy Rule, Covered Entity's definition of "designated record set" (found in DMH
Departmental Operating Regulation 8.100) and "psychotherapy notes" (found in DMH
Departmental Operating Regulation 8.030).
C. Business Associates subject to this section and deemed to be part of the DMH Organized
Health Care Arrangement shall create a Notice of Privacy Practices which shall be given to all
DMH consumers, at the very latest, at the time of the consumer's first service following the
effective date of the Privacy Rules. Covered Entity shall provide Business Associate with
boilerplate language regarding Covered Entity's Notice of Privacy Practices and Business
Associate shall incorporate this language into its own Notice of Privacy Practices. Business
Associate's Notice of Privacy Practices shall also clearly list as a permissible use and/or •
disclosure, sharing of the DMH consumer's PHI with other members of the DMH Organized
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Health Care Arrangement for purposes of treatment, payment and health care operations.
.Covered Entity acknowledges that there will be some provisions in Business Associate's Notice of
Privacy Practices that differ from Covered Entity's Notice of Privacy Practices, such as inclusion of
Business Associate's website, if applicable, Business Associate's use of facility directories,
Business Associate's privacy contact person and Business Associate's marketing practices.
d. Covered Entity and Business Associate are independent entities and Business
Associate's inclusion in the DMH Organized Health Care Arrangement is not intended or shall be
construed to create an agency relationship, employment relationship or joint venture between the
parties. Furthermore, neither party intends for this agreement to alter in any way their respective
rights or their legal obligations to one another or to any third party.
87.6 Audits and Inspections
Upon learning of a possible HIPAA regulation violation, or that Business Associate has breached
this Agreement, Covered Entity may inspect the facilities, systems, books and records of
Business Associate to monitor compliance with this Agreement. Business Associate shall
promptly remedy any violation of any tern of the Agreement. Any right of, action by or inaction by
Covered Entity pursuant to this section, shall not constitute an acceptance of any unsatisfactory
practice pursuant to this Agreement and does not relieve Business Associate of its responsibility
to comply with this Agreement.
87.7 Amendment
The parties acknowledge that federal and state laws regarding electronic data security and privacy are
rapidly evolving and that amcnchnent of this Agreement might be required to ensure compliance with such
developments. The parties agree to take such action as necessary to implement the standards and
requirements of HIPAA, the Privacy Regulations, any other regulations prorrutlgated wider FI1PAA, and
any other applicable laws relating to the security and confidentiality of PI-11. Thus, the parties agree that
upon the enactment of any law or regulation affecting the use or disclosure of PHI, or the publication of any
decision of any federal or state of Missouri court having jurisdiction over the parties to this Agreement or
the publication of any interpretive policy or opinion of any governmental agency charged with the
enforcement of HIPAA or any HIPAA regulations, Covered Entity may, by written notice to Business
Associate, amend this agreement in order to maintain compliance with shat law, regulation,ruling,
interpretive policy or opinion.
87.8 Material Breach
If Covered Entity becomes aware of any pattern of activity or practice by Business Associate
which would constitute a material breach of any of the provisions of this Agreement, Covered
Entity may, at its discretion, provide an opportunity for Business Associate to cure the breach and
end the violation or immediately terminate this Agreement and any other agreements between the
parties requiring the transfer of PHI. Further, if Business Associate does not cure the breach or
end the violation to Covered Entity's satisfaction within a specified time frame, Covered Entity
may, if feasible, terminate this Agreement and any other agreement requiring the transfer of PHI
that might exist between the parties. If termination of this Agreement is not feasible, Covered
Entity shall report Business Associate's breach or violation to the Secretary pursuant to 45 C.F.R.
164.504(e)(1)(ii).
87.9Term and Termination
a. Term. This Agreement begins on the Effective Date and remains in effect until all PHlis
destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections
are extended to such information, in accordance with the termination provisions of this Section.
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b, Effect of Termination.
i. Except as provided in paragraph (2) of this section, upon termination of this Agreement,
for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or
created or received by Business Associate on behalf of Covered Entity. Business Associate shall
retain no copies of the PHI. This provision shall apply to PHI that is in the possession of
subcontractors or agents of the Business Associate.
ii. In the event that Business Associate determines that returning or destroying PHI is
infeasible, Business Associate shall provide to Covered Entity notification of the conditions that
make return or destruction infeasible. Upon mutual agreement of the parties that return or
destruction of PHI is infeasible, Business Associates shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that
make the return or destruction infeasible, for so long as the PHI stays in the custody of the
Business Associate.
87.10 Miscellaneous
a. Disclaimer. Business Associate is solely responsible for all decisions made by Business
Associate regarding safeguarding PHI.
b. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to
confer, nor shall anything herein confer, upon any person other than Covered Entity, Business
Associate and their respective successors or assigns, any rights, remedies, obligations or
liabilities whatsoever.
C. Choice of Law. The law of the State of Missouri shall govern this Contract.
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