On-Call Translation Services

REQUEST FOR PROPOSAL

RFP #26-0072

ON-CALL TRANSLATION SERVICES

June 23, 2026

Sedgwick County, Kansas (hereinafter referred to as “county”) is seeking a firm or firms to provide on-call translation services for the 18th Judicial District Court and District Attorney’s Office on-site. Phone or video remote translation will not be considered for backup or primary use. If your firm is interested in submitting a response, please do so in accordance with the instructions contained within the attached Request for Proposal. Responses are due no later than 1:45 pm CDT, July 21, 2026.

All contact concerning this solicitation shall be made through the Purchasing Department. Bidders shall not contact county employees, department heads, using agencies, evaluation committee members or elected officials with questions or any other concerns about the solicitation. Questions, clarifications and concerns shall be submitted to the Purchasing Department in writing. Failure to comply with these guidelines may disqualify the Bidder’s response.

Sincerely,

Jaimee O’Laughlin

Purchasing Agent

JO/ch

Table of Contents

I. About this Document

II. Background

III. Project Objectives

IV. Submittals

V. Scope of Work

VI. Sedgwick County’s Responsibilities

VII. Proposal Terms

A. Questions and Contact Information

B. Minimum Firm Qualifications

C. Evaluation Criteria

D. Request for Proposal Timeline

E. Contract Period and Payment Terms

F. Insurance Requirements

G. Indemnification

H. Confidential Matters and Data Ownership

I. Proposal Conditions

VIII. Required Response Content

IX. HIPAA Required Response

X. Response Form

XI. Pricing

I. About this Document

This document is a Request for Proposal. It differs from a Request for Bid or Quotation in that the county is seeking a solution, as described on the cover page and in the following Background Information section, not a bid or quotation meeting firm specifications for the lowest price. As such, the lowest price proposed will not guarantee an award recommendation. As defined in Charter Resolution No. 68, Competitive Sealed Proposals will be evaluated based upon criteria formulated around the most important features of the product(s) and/or service(s), of which quality, testing, references, service, availability or capability, may be overriding factors, and price may not be determinative in the issuance of a contract or award. The proposal evaluation criteria should be viewed as standards that measure how well a vendor’s approach meets the desired requirements and needs of the county. Criteria that will be used and considered in evaluation for award are set forth in this document. The county will thoroughly review all proposals received. The county will also utilize its best judgment when determining whether to schedule a pre-proposal conference, before proposals are accepted, or meetings with vendors, after receipt of all proposals. A Purchase Order/Contract will be awarded to a qualified vendor submitting the best proposal. Sedgwick County reserves the right to select, and subsequently recommend for award, the proposed service(s) and/or product(s) which best meets its required needs, quality levels and budget constraints.

The nature of this work is for a public entity and will require the expenditure of public funds and/or use of public facilities, therefore the successful proposer will understand that portions (potentially all) of their proposal may become public record at any time after receipt of proposals. Proposal responses, purchase orders and final contracts are subject to public disclosure after award. All confidential or proprietary information should be clearly denoted in proposal responses and responders should understand this information will be considered prior to release, however no guarantee is made that information will be withheld from public view.

II. Background

Sedgwick County, located in south-central Kansas, is one of the most populous of Kansas’ 105 counties with a population estimated at more than 514,000 persons. It is the 16th largest in area, with 1,008 square miles, and reportedly has the second highest per capita wealth among Kansas’ counties. Organizationally, the county is a Commission/Manager entity, employs nearly 2,500 persons, and hosts or provides a full range of municipal services, e.g. – public safety, public works, criminal justice, recreation, entertainment, cultural, human/social, and education.

Sedgwick County is soliciting competitive proposals from firms specializing in professional translation and interpreter services to provide qualified interpreters as needed for on-site court proceedings involving persons whose primary language is not English. The 18th Judicial District Court and District Attorney’s Office will not consider over the phone or video remote translation for backup or primary use.

American Sign Language is not part of this RFP.

III. Project Objectives

Sedgwick County, Kansas (hereinafter referred to as “county”) is seeking a firm or firms to provide on-call translation services for the 18th Judicial District Court and District Attorney’s Office on-site.

The following objectives have been identified for this contract:

1. Acquire on-call translation services for the 18th Judicial District Court and District Attorney’s Office on-site meeting the parameters, conditions and mandatory requirements presented in the document.

2. Establish contract pricing with the vendor that has the best proven “track-record” in performance, service and customer satisfaction.

3. Acquire on-call translation services for the 18th Judicial District Court and District Attorney’s Office on-site with the most advantageous overall cost to the county.

IV.

Carefully review this Request for Proposal. It provides specific technical information necessary to aid participating firms in formulating a thorough response. Should you elect to participate with an electronic response, the RFP number must be entered in the subject line and email the entire document with supplementary materials to:

Purchasing@sedgwick.gov

Should you elect to participate with a physical response, the response must be sealed and marked on the lower left-hand corner with the firm name and address, bid number, and bid due date. Submit one (1) original AND one (1) electronic copy (.PDF/Word supplied on a flash drive) of the entire document with any supplementary materials to:

Jaimee O’Laughlin

Sedgwick County Purchasing Department

100 N. Broadway, Suite 610

Wichita, KS 67202

SUBMITTALS are due NO LATER THAN 1:45 pm CDT, TUESDAY, July 21, 2026. If there is any difficulty submitting a response electronically, please contact the Purchasing Technicians at purchasing@sedgwick.gov for assistance. Late or incomplete responses will not be accepted and will not receive consideration for final award. If you choose to send a hard copy of your proposal, Sedgwick County will not accept submissions that arrive late due to the fault of the U.S. Postal Service, United Parcel Service, DHL, FedEx, or any other delivery/courier service.

Proposal responses will be acknowledged and read into record at Bid Opening, which will occur at 3:00 pm CDT on the due date. No information other than the respondent’s name will be disclosed at Bid Opening. We will continue to have Bid Openings for the items listed currently. If you would like to listen in as these proposals are read into the record, please dial our Meet Me line @ (316) 660-7271 at 3:00 pm.

V. Scope of Work

The 18th Judicial District Court and District Attorney’s Office will enter into an agreement with a professional translation and interpreter service to provide qualified interpreters on site as needed for court proceedings involving persons whose primary language is one other than English. Interpreting may also be necessary for on site for meetings with court service officers, attorneys, etc. as well. On some occasions, it may be necessary for the interpreter to meet with those individuals offsite including but not limited to attorney offices or the jail.

Phone or video remote translation will not be considered for backup or primary use.

The contracted interpreting service vendor will maintain an email address and phone number for receiving regular communication and daily/weekly interpreter/translator schedules from 18th Judicial District Court and District Attorney’s Office. The schedule will include the date, at least one case number, time, location, and language needed. The interpreter service will provide on-site interpreter services for the language needed for various types of cases such as Family Law, Criminal, Traffic, Civil, Juvenile, and Probate. In 2025, there were over 1,000 cases that required interpreter services.

The interpreter service will appear in court prior to the beginning of the assigned docket. Court is held Monday thru Friday starting at 8:00 a.m. and ending upon conclusion of hearings, which could be after 5:00 p.m. Most interpretations will be scheduled; however, there are times when an interpreter is needed on demand. In this instance, we try to notify the vendor in a timely manner so the interpreter will have enough time to arrive to court.

Confirm court hearing date and time prior to appearing.

Provide training to the interpreter/translator in courtroom etiquette and procedures, court documents, and other needs as may be designated by 18th Judicial District Court and District Attorney’s Office.

Will bill based on actual time on site, not per case or person. Additional clients served within a period already being billed will not incur additional charges. Additional services requested while onsite will not be billed at the emergency rate, unless the interpreter presently onsite is unable to provide such service and another interpreter comes from offsite to provide the service.

Provide impromptu interpreter/translator services when necessary and may be requested to be on-site with one (1) hour of notification.

The languages that most frequently required interpretation were Spanish, Vietnamese, Mandarin, Chinese, Arabic, and French. Other languages requested in 2025 include:

Cambodian Japanese Russian Gujarati German Bengali

Tigrinya Korean Farsi Nepali Laotian Turkish

Hindi Swahili Somali Kinyarwanda Thai

Micronesian: (Pohnpeian/Chuukeese)

Upon request of the 18th Judicial District Court and District Attorney’s Office, the interpreter service will not utilize the services of an interpreter for these services whose performance has not been satisfactory.

No person shall be appointed as an interpreter unless that interpreter is able to readily communicate with the person whose primary language is one other than English and is able to accurately, clearly, and effectively repeat and translate the statement of such person and/or translate documents presented to the individual. Vendors should be able to translate written documents word by word for hearings, i.e. diversion contracts; disposition sheets; charging documents, etc.

Vendor must notify prior to hearing of any potential or conflict of interest with the case in which the interpreter is assigned.

Respond to requests for interpreters within 48 business hours with confirmation.

VI. Sedgwick County’s Responsibili ties

• Provide information, as legally allowed, in possession of the county, which relates to the county’s requirements or which is relevant to this project.

• Designate a person to act as the County Contract Manager with respect to the work to be performed under this contract.

• County reserves the right to make inspections at various points of the project. Contractor agrees to openly participate in said inspections and provide information to the county on the progress, expected completion date and any unforeseen or unexpected complications in the project.

VII. Proposal Terms

A. Questions and Contact Information

Any questions regarding this document must be submitted via email to Jaimee O’Lauglin at Jaimee.O’Laughlin@Sedgwick.gov by 5:00 pm CDT Tuesday, June 30, 2026.. Any questions of a substantive nature will be answered in written form as an addendum and posted on the purchasing website at https://www.sedgwickcounty.org/finance/purchasing/current-bids-and-proposals/ under the Documents column associated with this RFP number by 5:00 pm CDT Tuesday, July 14, 2026. Firms are responsible for checking the website and acknowledging any addenda on their proposal response form.

B.

This section lists the criteria to be considered in evaluating the ability of firms interested in providing the service(s) and/or product(s) specified in this Request for Proposal. Firms must meet or exceed theses qualifications to be considered for award. Any exceptions to the requirements listed should be clearly detailed in proposer’s response. Proposers shall:

1. Have a minimum of three (3) years’ experience in providing services similar to those specified in this RFP.

2. Have proper certification(s) or license(s) for the services/product specified in this document.

3. Have the capacity to acquire all required permits, bonds, escrows or insurances.

4. Provide appropriate project supervision and quality control procedures.

5. Provide adequate number of experienced and trained personnel in legal interpretation and translation, with current certifications, where applicable.

6. Ensure interpreters have native or near native fluency level in the foreign language to provide effective and accurate communication.

7. Offer continuing programs of training and development for staff, as appropriate.

8. Must possess superior communication, written and customer service skills.

9. Must maintain a confidentiality policy and ensure that all information being translated and/or interpreted remain confidential in accordance with HIPAA standards.

10. Must agree not to counsel, provide advice, or interject personal opinion into the translation/interpretation.

11. Must render impartiality of services at all times. For example, no one may provide interpretation services for a person to whom they are married, related (first or second degrees of consanguinity), or living with or a close friend or acquaintance. (K.S.A. 75-4353)

12. Discuss any current local, state or federal violations and any ongoing litigation that may cause conflicts or affect the ability of the vendor to provide services.

13. Have a minimum of three (3) years or more of translation/interpretation experience.

14. Provide at least three (3) references verifying exemplary service. These references MUST have received services similar to those proposed under this RFP. Provide the business name, address, contact name, phone number, e-mail address, length of service provided and a brief description of the type of services provided.

15. Identify a single point of contact for concerns and/or questions.

16. Have knowledge of and comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations including the Health Insurance Portability and Accountability Act (HIPAA). All laws of the State of Kansas, whether substantive or procedural, shall apply to the contract, and all statutory, charter and ordinance provisions that are applicable to public contracts in the County shall be followed with respect to the contract.

17. Respond to requests for interpreters within 48 business hours with confirmation.

18. Have an understanding of industry standards and best practices.

19. Have experience in managing projects of comparable size and complexity to that being proposed.

20. Have knowledge of and comply with all currently applicable, and as they become enacted during the contract term, federal, state and local laws, statutes, ordinances, rules and regulations. All laws of the State of Kansas, whether substantive or procedural, shall apply to the contract, and all statutory, charter, and ordinance provisions that are applicable to public contracts in the county shall be followed with respect to the contract.

21. Municipal and county government experience is desired, however, the county will make the final determination based on responses received and the evaluation process.

22. Have the capacity to acquire all bonds, escrows or insurances as outlined in the terms of this RFP.

23. Provide project supervision (as required) and quality control procedures.

24. Have appropriate material, equipment and labor to perform specified services.

25. Park only in designated areas and display parking permit (if provided).

26. Wear company uniform or ID badge for identification purposes.

27.

C.

The selection process will be based on the responses to this RFP. County staff will judge each response as determined by the scoring criteria below. Purchasing staff are not a part of the evaluation committee.

Component	Points
A. Demonstrated ability to complete scope of work as outlined	20
A. Meeting or exceeding minimum firm qualifications as outlined	20
A. On-site interpreting staff is currently established	20
A. References/Past performance	20
A. Cost	20
Total Points	100

Assume the following cost proposals (examples only)

A. $50,000.00

B. $38,000.00

C. $49,000.00

Company B with a total price of $38,000.00 is the low offer. Take the low offer and divide each of the other offers into the low offer to calculate a percentage. This percentage is then multiplied by the number of points available for the cost. In this case, 10 points are allocated to cost (example only).

A. $38,000.00 divided by $50,000.00 =.76 .76*10 7.6 points

B. $38,000.00 divided by $38,000.00 =1.00 1.00*10 10 points

C. $38,000.00 divided by $49,000.00= .77 .77*10 7.7 points

Any final negotiations for services, terms and conditions will be based, in part, on the firm’s method of providing the service and the fee schedule achieved through discussions and agreement with the county’s review committee. The county is under no obligation to accept the lowest priced proposal and reserves the right to further negotiate services and costs that are proposed. The county also reserves the sole right to recommend for award the proposal and plan that it deems to be in its best interest.

The county reserves the right to reject all proposals. All proposals, including supporting documentation shall become the property of Sedgwick County. All costs incurred in the preparation of this proposal shall be the responsibility of the firm making the proposals. Sedgwick County reserves the right to select, and subsequently recommend for award, the proposed service which best meets its required needs, quality levels and budget constraints.

D. Request for Proposal Timeline

The following dates are provided for information purposes and are subject to change without notice. Contact the Purchasing Department at (316) 660-7255 to confirm any and all dates.

Distribution of Request for Proposal to interested parties	June 23, 2026
Questions and clarifications submitted in writing by 5:00 pm CDT	June 30, 2026
Addendum Issued by 5:00 pm CDT	July 14, 2026
Sealed Proposal due before 1:45 pm CDT	July 21, 2026
Evaluation Period	July 22, 2026 – August 21, 2026
Board of Bids and Contracts Recommendation	August 27, 2026
Board of County Commission Award	September 2, 2026

E.

A contractual period will begin following Board of County Commissioners (BoCC) approval of the successful firm(s) and continue for a period of one (1) year with four (4) one-year options to renew.

County may cancel its obligations herein upon thirty-day (30) prior written notice to the other party. It is understood that funding may cease or be reduced at any time, and in the event that adequate funds are not available to meet the obligations hereunder, either party reserves the right to terminate this agreement upon thirty (30) days prior written notice to the other. Payment will be remitted following receipt of monthly detailed invoice.

Payment and Invoice Provisions

https://www.sedgwickcounty.org/media/55477/payment-and-invoice-provisions.pdf

F. Insurance Requirements

Liability insurance coverage indicated below must be considered as primary and not as excess insurance. If required, firm’s professional liability/errors and omissions insurance shall (i) have a policy retroactive date prior to the date any professional services are provided for this project, and (ii) be maintained for a minimum of three (3) years past completion of the project. Firm shall furnish a certificate evidencing such coverage, with county listed as an additional insured including both ongoing and completed operations, except for professional liability, workers’ compensation and employer’s liability. Certificate shall be provided prior to award of contract. Certificate shall remain in force during the duration of the project/services and will not be canceled, reduced, modified, limited, or restricted until thirty (30) days after county receives written notice of such change. All insurance must be with an insurance company with a minimum BEST rating of A-VIII and licensed to do business in the State of Kansas (must be acknowledged on the bid/proposal response form).

NOTE: If any insurance is subject to a deductible or self-insured retention, written disclosure must be included in your proposal response and also be noted on the certificate of insurance.

It is the responsibility of the firm to require that any and all approved subcontractors meet the minimum insurance requirements.

Workers’ Compensation:

Applicable coverage per State Statutes

Employer’s Liability Insurance: $500,000.00

Commercial General Liability Insurance (on form CG 00 01 04 13 or its equivalent):

Each Occurrence $1,000,000.00

General Aggregate, per project $2,000,000.00

Personal Injury $1,000,000.00

Products and Completed Operations Aggregate $2,000,000.00

Automobile Liability:

Combined single limit $500,000.00

Umbrella Liability:

Following form for both the general liability and automobile

____ Required / __X__ Not Required

Each Claim $1,000,000.00

Aggregate $1,000,000.00

Professional Liability/ Errors & Omissions Insurance:

__X__ Required / ____ Not Required

Each Claim $1,000,000.00

Aggregate $1,000,000.00

Pollution Liability Insurance:

____ Required / __X__ Not Required

Each Claim $1,000,000.00

Aggregate $1,000,000.00

Special Risks or Circumstances:

Entity reserves the right to modify, by written contract, these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IF CONTRACTOR IS PROVIDING CONSTRUCTION SERVICES:

In addition to the above coverages, Contractor shall also provide the following:

Builder’s Risk Insurance:

In the amount of the initial Contract Sum, plus the value of subsequent modifications and cost of materials supplied and installed by others, comprising the total value for the entire Project on a replacement cost basis without optional deductibles. Entity, Firm, and all Subcontractors shall be included as named insureds.

G. Indemnification

To the fullest extent of the law, the provider, its subcontractor, agents, servants, officers or employees shall indemnify and hold harmless Sedgwick County, including, but not limited to, its elected and appointed officials, officers, employees and agents, from any and all claims brought by any person or entity whatsoever, arising from any act, error, or omission of the provider during the provider’s performance of the agreement or any other agreements of the provider entered into by reason thereof. The provider shall indemnify and defend Sedgwick County, including, but not limited to, its elected and appointed officials, officers, employees and agents, with respect to any claim arising, or alleged to have arisen from negligence, and/or willful, wanton or reckless acts or omissions of the provider, its subcontractor, agents, servants, officers, or employees and any and all losses or liabilities resulting from any such claims, including, but not limited to, damage awards, costs and reasonable attorney’s fees. This indemnification shall not be affected by any other portions of the agreement relating to insurance requirements. The provider agrees that it will procure and keep in force at all times at its own expense insurance in accordance with these specifications.

H. Confidential Matters and Data Ownership

The successful proposer agrees all data, records and information, which the proposer, its agents and employees, which is the subject of this proposal, obtain access, remains at all times exclusively the property of Sedgwick County. The successful proposer agrees all such data, records, plans and information constitutes at all times proprietary information of Sedgwick County. The successful proposer agrees that it will not disclose, provide, or make available any of such proprietary information in any form to any person or entity. In addition, the successful proposer agrees it will not use any names or addresses contained in such data, records, plans and information for the purpose of selling or offering for sale any property or service to any person or entity who resides at any address in such data. In addition, the successful proposer agrees it will not sell, give or otherwise make available to any person or entity any names or addresses contained in or derived from such data, records and information for the purpose of allowing such person to sell or offer for sale any property or service to any person or entity named in such data. Successful proposer agrees it will take all reasonable steps and the same protective precautions to protect Sedgwick County's proprietary information from disclosure to third parties as with successful proposer's own proprietary and confidential information. Proposer agrees that all data, regardless of form that is generated as a result of this Request for Proposal is the property of Sedgwick County.

I.

https://www.sedgwickcounty.org/media/71700/proposal-tc_aod.pdf

Sample Contract

https://www.sedgwickcounty.org/media/71702/sample-contract-kws-13024_aod.pdf

Contract Provisions for FEMA Projects (If Applicable)

https://www.sedgwickcounty.org/media/72843/additional-federal-grant-contract-provisions-nfsia-grant_aod.pdf

Suspension and Debarment

https://www.sedgwickcounty.org/finance/purchasing/suspension-and-debarment/

Protest Procedure

Any protests and/or challenges to the bid process must be filed timely and pursuant to Sedgwick County’s protest procedure.

https://www.sedgwickcounty.org/media/71701/protest-procedure-rev-4225_aod.pdf

VIII.

All proposal submissions shall include the following:

1. Firm profile: the name of the firm, address, telephone number(s), contact person, year the firm was established, and the names of the principals of the firm.

2. The firm’s relevant experience, notably experience working with government agencies.

3. At minimum, three (3) professional references, besides Sedgwick County, with email addresses, telephone numbers, and contact persons where work has been completed within the last three (3) years.

4. A disclosure of any personal or financial interest in any properties in the project area, or any real or potential conflicts of interest with members of the Sedgwick County Board of County Commissioners or county staff.

5. A description of the type of assistance that will be sought from County staff, including assistance required from the county to lessen the costs of this project.

6. Proof of insurance meeting minimum insurance requirements as designated herein.

7. Those responses that do not include all required forms/items may be deemed non-responsive.

IX. HIPAA Required Response

All proposal submissions shall include the following:

1. During the past 36 months, how many notices of breach affecting 500 or more individuals have you reported to the U.S. Department of Health and Human Services regarding your breaches of unsecured protected health information, as required pursuant to HIPAA regulation 45 C.F.R. § 164.408?

2. During the past 36 months, how many notices of breach affecting fewer than 500 individuals have you reported to the U.S. Department of Health and Human Services regarding your breaches of unsecured protected health information, as required pursuant to HIPAA regulation 45 C.F.R. § 164.408?

3. Have you been responsible for any civil penalties as a result of any U.S. Department of Health and Human Services HIPAA enforcement action within the past 60 months? If so, for each instance during which you were responsible for these civil penalties, please describe:  (a) when those civil penalties were imposed; (b) the amount of any such civil penalties; and (c) the activity that led to the imposition of such civil penalties.

HIPAA RULES

BUSINESS ASSOCIATE ADDENDUM

DEFINITIONS

1.1 The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions:

(a) Business Associate.  “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103.

(b) Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Sedgwick County.

(c) HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

Business Associate agrees to:

2.1 not Use or Disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law;

2.2 Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by this Agreement;

2.3 report to covered entity any Use or Disclosure of Protected Health Information not provided for by the Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware, as further provided for in Par. 12.1, et seq.;

2.4 mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement;

2.5 in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;

2.6 make available Protected Health Information in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;

2.7 make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526 or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

2.8 make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules; and

2.9 maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.528.

PERMITTED USES AND DISCLOSURES BY ASSOCIATE

3.1 Except as otherwise limited in this Agreement, Business Associate may only Use or Disclose Protected Health Information on behalf of, or to provide services to, Covered Entity for the purposes of the contractual relationship, if such Use or Disclosure of Protected Health Information would not violate the Privacy Rule if done by Covered Entity or the Minimum Necessary policies and procedures of the Covered Entity.

SPECIFIC USE AND DISCLOSURE PROVISIONS

4.1 Except as otherwise limited in this Agreement, Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the contractual or legal responsibilities of the Business Associate.

4.2 Business Associate may Use or Disclose Protected Health Information as Required By Law.

4.3 Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures.

4.4 Business Associate may Disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information 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 Business Associate of any instances of which it is aware in which the confidentiality of the information has been Breached.

4.5 Business Associate may provide Data Aggregation services relating to the Health Care Operations of the covered entity.

4.6 Business Associate may Use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1).

OBLIGATIONS OF COVERED ENTITY

5.1 Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices of Covered Entity in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate's Use or Disclosure of Protected Health Information.

5.2 Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to Use or Disclose Protected Health Information, to the extent that such changes may affect Business Associate's Use or Disclosure of Protected Health Information.

5.3 Covered Entity shall notify Business Associate of any restriction to the Use or Disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's Use or Disclosure of Protected Health Information.

PERMISSIBLE REQUESTS BY COVERED ENTITY

6.1 Covered Entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity. If necessary in order to meet the Business Associate’s obligations under the Agreement, the Business Associate may Use or Disclose Protected Health Information for Data Aggregation, management and administrative activities, or contractual or legal responsibilities of Business Associate.

TERM

7.1 Term. The Agreement shall be effective as of date of execution of the Agreement by the parties, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, has been returned to Covered Entity or, at Covered Entity’s option, is destroyed, or, if it is infeasible to destroy Protected Health Information, the protections are extended to such information, in accordance with the termination provisions in this Agreement.

MISCELLANEOUS

8.1 A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

8.2 The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA Rules.

8.3 Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the HIPAA Rules.

8.4 In addition to any implied indemnity or express indemnity provision in the Agreement, Business Associate agrees to indemnify, defend and hold harmless the Covered Entity, including any employees, agents, or Subcontractors against any actual and direct losses suffered by the Indemnified Party(ies) and all liability to third parties arising out of or in connection with any breach of this Agreement or from any negligent or wrongful acts or omissions, including failure to perform its obligations under the HIPAA Rules, by the Business Associate or its employees, directors, officers, Subcontractors, agents, or other members of its workforce. Accordingly, upon demand, the Business Associate shall reimburse the Indemnified Party(ies) for any and all actual expenses (including reasonable attorney’s fees) which may be imposed upon any Indemnified Party(ies) by reason of any suit, claim, action, proceeding or demand by any third party resulting from the Business Associate’s failure to perform, Breach or other action under this Agreement.

SECURITY RULE REQUIREMENTS

9.1 Business Associate agrees, to the extent any Protected Health Information created, received, maintained or transmitted by or in electronic media, also referred to as electronic protected health care information, as defined by 45 CFR § 160.103, that it will only create, maintain or transmit such information with appropriate safeguards in place.

Business Associate shall therefore: implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic protected health care information; ensure that any agent, including Subcontractors, to whom it provides such information shall agree to also implement reasonable and appropriate safeguards to protect the information; and report to the Covered Entity any Security Incident, as that term is defined by 45 CFR § 164.304, of which it becomes aware.

TERMINATION

10.1 Business Associate authorizes termination of this Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within the time specified by Covered Entity.

EFFECT OF TERMINATION

11.1 Upon termination of this Agreement for any reason, Business Associate shall return to Covered Entity or, if agreed to by Covered Entity, destroy all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form.  Business Associate shall retain no copies of the Protected Health Information.

Provided however, Business Associate may retain Protected Health Information if necessary for management and administration purposes or to carry out its legal responsibilities after termination of the Agreement.

Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:

retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

return to Covered Entity or, if agreed to by Covered Entity, destroy the remaining Protected Health Information that the Business Associate still maintains in any form;

continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent Use or Disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information;

not Use or Disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at in this Agreement which applied prior to termination;

return to Covered Entity or, if agreed to by Covered Entity, destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities; and

provided, however, that nothing in this section 11.1 shall apply in the case of PHI remaining in its possession which Business Associate determines it is not feasible to return or destroy. Business Associate shall extend the protection of this Agreement to such PHI and limit further uses and disclosure of such PHI.

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