Okaloosa County BOCC — November 18, 2014 — PENN CREDIT CONTRACT — reading text

Agreement shall be effective as of the date executed by County and continue in effect through September 30, 2017, subject to renewal or termination as provided in this Agreement. This Agreement may be renewed upon the sole discretion of the County for two (2) additional periods of one (1) year each. 13. TERMINATION 13.1 The County or Agency shall have the right to terminate this Agreement, in whole or in part, with or without cause, and for its convenience, upon thirty (30) days written notice to the other party. 13.2 In the event of termination, Agency will receive its fee on any payments it receives on retained accounts after termination of this Agreement. 13.3. Upon termination, Agency shall immediately return to County all delinquent accounts which have been referred and all documents and account information which has been provided by County. ‘ 13.4 Upon termination, this Agreement shall have no further force or effect and the parties shall be relieved of all further liability hereunder, except that the provisions of this Section and the provisions regarding the right to audit, property rights, insurance, indemnification, governing law and litigation shall survive termination of this Agreement and remain in full force and effect. 14. RIGHT TO AUDIT Agency shall maintain adequate records for the Services performed under this Agreement for five (5) years following completion of the Services, expiration or termination of this Agreement, or conclusion of any litigation regarding this Agreement, whichever last occurs. The County shall have the right to audit Agency’s books and records, at the County’s expense, upon prior notice, with regard to the Services Page [5 provided to the County under this Agreement. Failure by Agency to permit such audit shall be grounds for termination of this Agreement by the County. 15. NON-DISCRIMINATION In performing under this Agreement, Agency shall not discriminate against any person because of race, color, religion, sex, gender identity or expression, genetic information, national origin, age, disability, familial status, marital status or sexual orientation. 16. PUBLIC ENTITY CRIMES ACT Agency represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that Agency has not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within 36 months from the date of submitting a proposal for this Agreement or entering into this Agreement. Violation of this section may result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County’s competitive procurement activities. 17. LOBBYING CERTIFICATION Agency certifies to the best of its knowledge and belief that no funds or other resources received from the County in connection with this Agreement will be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. 18. PUBLIC RECORDS Agency shall comply with Florida’s Public Records Act, and specifically section 119.0701, Florida Statutes, by agreeing to: 18.1 Keep and maintain all public records that ordinarily and necessarily would be required by the County to keep and maintain in order to perform the services under this Agreement. 18.2 Provide the public with access to said public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as otherwise provided by law. 18.3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 18.4 Meet all requirements for retaining said public records and transfer, at no cost, to the County all said public records in possession of the Agency upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public record disclosure requirements. All records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. 19, ENTIRE AGREEMENT; AMENDMENT; CONTROLLING PROVISIONS 19.1 Entire Agreement. This Agreement, including the RFP, the Proposal, and any Exhibits which are incorporated into this Agreement in their entirety, embody the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter. Page | 6 19.2 This Agreement may only be modified by written amendment executed by the County and Agency. 19.3. Controlling Provisions. Except as otherwise specifically provided herein, in the event of any conflict between the specific provisions of this Agreement and the requirements or provisions of the RFP and/or Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2) the RFP; and (3) the Proposal. Wherever possible, the provisions of the documents shall be construed in such manner as to avoid conflicts between provisions of the various documents. 20. ATTORNEY’S FEES Any costs or expense (including reasonable attorney’s fees) associated with the enforcement of the terms and for conditions of this Agreement shall be borne by the respective parties, however, this clause pertains only to the parties to this Agreement. 21. HIPAA COMPLIANCE 21.1 Agency and County will maintain a Business Associate Agreement as required by HIPAA attached hereto as Exhibit A. Agency will comply with HIPAA guidelines and security requirements designed to protect electronic Protected Health Information (PHI). Agency follows the following requirements: Training employees to properly handle PHI; Reviewing and updating business associate agreements; Executing new business associate agreements; Reviewing internal policies and procedures; Performing a risk analysis; Setting up auditing and monitoring procedures; Establishing a breach response plan; and Reporting any security breach. Pe moe ao os 22. MISCELLANEOUS 22.1 Assignment. This Agreement may not be assigned by Agency without the express written consent of County, which may be withheld in County’s sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. Agency shall not transfer, assign, sell or convey any delinquent accounts to any other collection agency without the prior written consent of County. 22,2 Notice, All written notices, demands and other communications required or provided for under this Agreement shall be sent by certified mail, return receipt requested, postage prepaid, in the case of mailing, or by overnight or same day courier, or by electronic transmission producing a written record, or hand delivered to Agency at the address on the first page of this Agreement, and to the County, at the addresses set forth below: To County: Okaloosa County Attn: Dino Villani, Public Safety Director Public Safety Department 90 College Blvd., East Page |7 Niceville, FL 32578 Tel: 850-651-7150 Fax: 850-651-7170 Email: dvillani@co.okaloosa.fl.us With a copy to: Joanne Kublik Contracts & Leases Okaloosa County Purchasing Department 602-C N. Pearl Street Crestview, FL 32536 Tel: 850-689-5960 Fax: 850-689-5032 E-Mail: jkublik@co.okaloosa.fl.us 22.3. Governing Law; Jurisdiction; Venue; Litigation. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law without regard to conflicts of law provisions. The County and Agency submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any suit concerning this Agreement shall be Okaloosa County, Florida. Agency agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum nonconveniens. 22.4 Severability. In the event that any term or provision of this Agreement shall to any extent be held invalid or unenforceable, it is agreed that the remainder of this Agreement, (or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable), shall not be affected and every other term and provision of this Agreement shall be deemed valid and enforceable to the maximum extent permitted by law. 22.5 Waiver. Any waiver by either party of any one or more of the covenants, conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement. 22.6 Headings. The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. [Remainder of page left blank. Signatures on following page.] Page | 8 IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement as of the date first set forth above. PENN CREDIT CORPORATION OKALOOSA COUNTY, FLORIDA By: Uy By: Donald C. Donagher Jr., CEO Charles K. Windes, Jr., Chairman Dated: / ih G Y, f Dated: 7 7 ATTEST: ATTEST: By: Beau FJ By: (Chet Qa nagher Page | 9 Exhibit A Business Associate Agreement This Business Associate Agreement (“BAA”) supplements and is made part of the Underlying Agreement (as defined below), This BAA is entered into between Okaloosa County, Florida (“Covered Entity”) and Penn Credit Corporation (“Business Associate”), effective as of the Effective Date of the Underlying Agreement. The Parties have entered into one or more service agreements, (“Service Agreement”), the performance of which requires Business Associate to receive from, create, transmit, or receive, on behalf of Covered Entity, Protected Health Information (“PHI”), as defined below, that is subject to 45 C.F.R. Parts 160 and 164 of the HIPAA regulations. The purpose of the BAA is to amend and supplement Service Agreement to set forth the obligations of the Parties with respect to such PHI. Definitions BREACH shall be defined herein as defined in 45 CFR §164.402. In general, “breach” means the acquisition, access, use, or disclosure of protected health information (PHI) in a manner not permitted under HIPAA, HITECH, or the HIPAA Regulations, which compromises the security or privacy of the PHI. HIPAA shall be defined herein as the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Pub. L. No. 104-191, HIPAA REGULATIONS shall be defined herein as the regulations promulgated under HIPAA by the United States Department of Health and Human Services, including but not limited to, 45 CFR Part 160 and 45 CFR Part 164, as are currently in effect or as later amended. HITECH shall be defined herein as the Health Information Technology for Economic and Clinical Health (HITECH) Act, Pub, L. 111-5. INDIVIDUAL shall have the same meaning as the term "individual" in 45 CFR §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). PRIVACY RULE shall be defined herein as the standards of privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. PROTECTED HEALTH INFORMATION shall have the same meaning as the term "protected health information" in 45 CFR §160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. SECURITY RULE shall be defined herein as the standards of security requirements of the HIPAA Regulations at 45 CFR §§302 through 164.31. SECURITY INCIDENT means an event or series of events that, after a thorough investigation, may constitute a