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Contract #68-2005
<br />Arcadia Health Services, Inc.
<br />Force Majeure: Neither party shall be deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action, nuclear explosion, riot, strikes,
<br />civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
<br />Portability and Accountability Act of 1996, P.L. 104-91,
<br />as amended ("HIPAA"), or its implementing regulations,
<br />it will comply with the HIPAA requirements and will
<br />execute such agreements and practices as the County
<br />may require to ensure compliance.
<br />Confidentiality
<br />Survival of Promises: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiration or termination date unless specifically provided
<br />otherwise herein, or unless superseded by applicable
<br />Federal or State statutes of limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deliverables: All
<br />deliverable items produced pursuant to this contract are the
<br />exclusive property of the County. The Contractor shall not
<br />assert a claim of copyright or other property interest in
<br />such deliverables.
<br />Federal Intellectual Property Bankruptcy Protection
<br />Act: The Parties agree that the County shall be entitled to
<br />all rights and benefits of the Federal Intellectual Property
<br />Bankruptcy Protection Act, Public Law 100-506, codified
<br />at 11 U.S.C. 365 (n) and any amendments thereto.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Contractor shall comply
<br />with all laws, ordinances,. codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct of
<br />its business, including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />Title VI, Civil Rights Compliance: In accordance with
<br />Federal law and U.S. Department of Agriculture (USDA)
<br />and U.S. Department of Health and Human Services
<br />(HHS) policy, this institution is prohibited from
<br />discriminating on the basis of race, color, national origin,
<br />sex, age or disability. Under the Food Stamp Act and
<br />USDA policy, discrimination is prohibited also on the
<br />basis of religion or political beliefs.
<br />Equal Employment Opportunity: The Contractor shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Health Insurance Portability and Accountability Act
<br />(HIPAA): The Contractor agrees that, if the County
<br />determines that some or all of the activities within the
<br />scope of this contract are subject to the Health Insurance
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement shall be
<br />kept as confidential and not divulged or made available to
<br />any individual or organization without the prior written
<br />approval of the County. The Contractor acknowledges that
<br />in receiving, storing, processing or otherwise dealing with
<br />any confidential information it will safeguard and not
<br />further disclose the information except as otherwise
<br />provided in this contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor shall
<br />have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with General Statute
<br />147-64.7. Additionally, as the State funding authority, the
<br />Department of Health and Human Services shall have
<br />access to persons and records as a result of all contracts or
<br />grants entered into by State agencies or political
<br />subdivisions.
<br />Record Retention: Records shall not be destroyed, purged
<br />or disposed of without the express written consent of the
<br />County. The Department of Health and Human Services'
<br />basic records retention policy requires all records to be
<br />retained for a minimum of three years following
<br />completion or termination of the contract. If the contract is
<br />subject to Federal policy and regulations, record retention
<br />will normally be longer than three years since records must
<br />be retained for a period of three years following
<br />submission of the final Federal Financial Status Report, if
<br />applicable, or three years following the submission of a
<br />revised fmal Federal Financial Status Report. Also, if any
<br />litigation, claim, negotiation, audit, disallowance action, or
<br />other action involving this contract has been started before
<br />expiration of the three year retention period described
<br />above, the records must be retained until completion of the
<br />action and resolution of all issues which arise from it, or
<br />until the end of the regular three year period described
<br />above, whichever is later.
<br />General Terms and Conditions - (07/10) Page 3 of 5
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