Agenda Cover Memorandum for 02/ - City of West Palm Beach

information about Covered Persons receiving treatment for alcohol or drug abuse, First Onsite
may be bound by the provisions of the federal regulations governing Confidentiality of Alcohol
and Drug Abuse Patient Records (42 C.F.R. Part 2, as amended from time to time), as well as
any state laws that govern HIV/AIDS and mental health treatment. First Onsite, at the City’s
expense, will resist in judicial proceedings any effort to obtain access to such records or
information relating to the Clinical Services except such access as is expressly permitted by the
aforementioned federal regulations and/or State law and will notify the City of any such judicial
proceedings.
The parties acknowledge that certain records and documents created or maintained by First
Onsite may constitute employment records not subject to HIPAA and others may include
protected health information (“PHI”) as that term is defined by HIPAA. The parties shall
collaboratively develop policies and procedures to segregate PHI subject to HIPAA and other
state and federal privacy laws from employment records and to ensure the parties preserve the
privacy and confidentiality of PHI in accordance with HIPAA and other applicable state and
federal laws. The City will ensure that First Onsite is provided with appropriate authorization
from Covered Persons to disclose employment information and PHI to the City regarding
Covered Persons.
The obligations created by this section shall remain in effect indefinitely, and shall survive the
termination or cessation of this Agreement.
11.3 Confidential and Proprietary Information. First Onsite and City agree that all
materials containing confidential and proprietary information developed in whole or in part or
produced by either party shall not be disclosed to any third party without the written consent of
the other party, except as necessary to implement the terms of this Agreement and only on a need
to know basis, unless disclosure is required by the Florida Public Records Act.
SECTION 12. General Provisions.
12.1 Upon adoption of any state or federal legislation or upon the issuance of a
determination by a governmental entity, a Medicare carrier or intermediary, or an independent
third party absolutely acceptable to each party that the arrangement evidenced by this Agreement
violated any Federal or State law, rule, or regulation, including fraud and abuse issues, this
Agreement shall terminate within sixty (60) days thereafter or sooner if such determination so
advises; provided however, that in the event that such a determination is issued, the City may
elect to continue this Agreement by reorganizing its internal structure or its agreements so that
such are in accordance with the law, rule, or regulation in question. In such event, within sixty
(60) days of the issuance of such determination, the City shall deliver notice to First Onsite of its
intentions to continue this Agreement as provided herein. In such case, the terms and conditions
of this Agreement shall remain in full force and effect.
12.2 Notices. All notices, offers, requests, demands and other communications
pursuant to this Agreement shall be given in writing by personal delivery, by prepaid first class
registered or certified mail properly addressed with appropriate postage paid thereon, telegram,
telex, telecopier, facsimile transmission, and shall be deemed to be duly given and received on
the date of delivery if delivered personally, on the second day after the deposit in the United
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