Common use of BUSINESS ASSOCIATE TERMINATION Clause in Contracts

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 JULY 1, 20162018 THROUGH JUNE 30, 20182019

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 // // TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE TRANSITIONAL AGE YOUTH CRISIS RESIDENTIAL SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 11 22 33 44 55 66 77 88 99 1010 111 1212 1313 1414 1515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 0000 XXXXXX XX XXXXXX X XXXX XXXXX CHILDREN’S SOCIETY, INC. DBA SOUTH COAST COMMUNITY SERVICES JULY 1, 20162018 2014 THROUGH JUNE 30, 201820192017

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SUBSTANCE USE DISORDER RESIDENTIAL OPIATE TREATMENT SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS “PROVIDER” 8 «UC_NAME» 9 JULY 1, 20162018 20152017 THROUGH JUNE 30, 2018201920172019

BUSINESS ASSOCIATE TERMINATION. 16 10 1. Upon In addition to the rights and remedies provided in the Termination Paragraph of this 11 Agreement, upon COUNTY’s knowledge of a material Breach or violation breach by CONTRACTOR of the 17 requirements 12 of this Business Associate ContractParagraph, COUNTY shallshall either: 18 13 a. Provide an opportunity for CONTRACTOR to cure the material Breach breach or end the 19 14 violation and terminate this Agreement if CONTRACTOR does not cure the material breach or end the 15 violation within thirty (30) business days; or 20 16 b. Immediately terminate the Agreement, this Agreement if CONTRACTOR has breached a material term 17 of this Agreement and cure is unwilling or unable to 21 not possible; or 18 c. If neither termination nor cure the material Breach or end is feasible, COUNTY shall report the violation within thirty (30) days, provided termination to the 19 Secretary of the 22 Agreement is feasibleDepartment of Health and Human Services. 23 20 2. Upon termination of the this Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from provided by COUNTY to CONTRACTOR, or CONTRACTOR created, maintained, 25 21 created or received by CONTRACTOR on behalf of COUNTY, shall either be destroyed or returned to 22 COUNTY as provided in the Termination Paragraph of this Agreement, and in conformity with the HIPAA 23 Privacy Rule. 26 24 a. This provision shall apply to all PHI that is in the possession of Subcontractors subcontractors or 27 agents of 25 CONTRACTOR. 28 26 b. CONTRACTOR shall retain no copies of the PHI. 29 27 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible28 infeasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 29 destruction infeasible. Upon joint determination by COUNTY and CONTRACTOR that return or 30 destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract Agreement to such 31 PHI and limit 33 further Uses uses and Disclosures disclosures of such PHI to those purposes that make the return or 32 destruction 34 infeasible, for as so long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 JULY 1, 20162018 THROUGH JUNE 30, 2018201933

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // // 11 22 33 44 55 66 77 88 99 1010 111 1212 1313 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 JULY 11515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 0000 XXXXX XXXXX CHILDREN’S SOCIETY, 20162018 THROUGH JUNE 30, 20182019INC. DBA SOUTH COAST COMMUNITY SERVICES

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B BETWEEN 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 4 AND 5 6 AND 7 PACIFIC CLINICS 8 JULY 1, 20162018 THROUGH JUNE 30, 201820199 10

BUSINESS ASSOCIATE TERMINATION. 16 8 1. Upon In addition to the rights and remedies provided in the Termination Paragraph of this 9 Agreement, upon COUNTY’s knowledge of a material Breach or violation breach by CONTRACTOR of the 17 requirements 10 of this Business Associate ContractParagraph, COUNTY shallshall either: 18 11 a. Provide an opportunity for CONTRACTOR to cure the material Breach breach or end the 19 12 violation and terminate this Agreement if CONTRACTOR does not cure the material breach or end the 13 violation within thirty (30) business days; or 20 14 b. Immediately terminate the Agreement, this Agreement if CONTRACTOR has breached a material term 15 of this Agreement and cure is unwilling or unable to 21 not possible; or 16 c. If neither termination nor cure the material Breach or end is feasible, COUNTY shall report the violation within thirty (30) days, provided termination to the 17 Secretary of the 22 Agreement is feasibleDepartment of Health and Human Services. 23 18 2. Upon termination of the this Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from provided by COUNTY to CONTRACTOR, or CONTRACTOR created, maintained, 25 19 created or received by CONTRACTOR on behalf of COUNTY, shall either be destroyed or returned to 20 COUNTY as provided in the Termination Paragraph of this Agreement, and in conformity with the HIPAA 21 Privacy Rule. 26 22 a. This provision shall apply to all PHI that is in the possession of Subcontractors subcontractors or 27 agents of 23 CONTRACTOR. 28 24 b. CONTRACTOR shall retain no copies of the PHI. 29 25 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible26 infeasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return 27 or 31 destruction infeasible. Upon joint determination by COUNTY and CONTRACTOR that return or 28 destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract Agreement to such 29 PHI and limit 33 further Uses uses and Disclosures disclosures of such PHI to those purposes that make the return or 30 destruction 34 infeasible, for as so long as CONTRACTOR maintains such PHI. 31 // 32 V. COMPLIANCE 33 A. COMPLIANCE PROGRAM – ADMINISTRATOR has established a Compliance Program for 34 the purpose of ensuring adherence to all rules and regulations related to federal and state health care 35 programs. 35 336 1. The obligations ADMINISTRATOR shall ensure that INTERMEDIARY is made aware of this Business Associate Contract shall survive the termination provide 37 CONTRACTOR with a copy of the 36 Agreement. 37 // 1414 relevant HCA policies and procedures relating to 1 ADMINISTRATOR’sHCA’s Compliance Program, HCA’s Code of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 JULY 1, 20162018 THROUGH JUNE 30, 20182019Conduct and General Compliance

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to cure 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is 22 feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, or 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or agents 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, 34 for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE BEHAVIORAL HEALTH CALWORKS SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS 8 JULY 1, 20162018 THROUGH JUNE 30, 20182019AND

BUSINESS ASSOCIATE TERMINATION. 16 1. Upon COUNTY’s knowledge of a material Breach or violation by CONTRACTOR of the 17 requirements of this Business Associate Contract, COUNTY shall: 18 a. Provide an opportunity for CONTRACTOR to cure the material Breach or end the 19 violation within thirty (30) business days; or 20 b. Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to 21 cure the material Breach or end the violation within thirty (30) days, provided termination of the 22 Agreement is feasible. 23 2. Upon termination of the Agreement, CONTRACTOR shall either destroy or return to 24 COUNTY all PHI CONTRACTOR received from COUNTY or CONTRACTOR created, maintained, 25 or received on behalf of COUNTY in conformity with the HIPAA Privacy Rule. 26 a. This provision shall apply to all PHI that is in the possession of Subcontractors or 27 agents of CONTRACTOR. 28 b. CONTRACTOR shall retain no copies of the PHI. 29 c. In the event that CONTRACTOR determines that returning or destroying the PHI is not 30 feasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or 31 destruction infeasible. Upon determination by COUNTY that return or destruction of PHI is infeasible, 32 CONTRACTOR shall extend the protections of this Business Associate Contract to such PHI and limit 33 further Uses and Disclosures of such PHI to those purposes that make the return or destruction 34 infeasible, for as long as CONTRACTOR maintains such PHI. 35 3. The obligations of this Business Associate Contract shall survive the termination of the 36 Agreement. 37 // 1414 of 1414 EXHIBIT B 1 EXHIBIT C 2 TO AGREEMENT FOR PROVISION OF 3 RECOVERY EDUCATION INSTITUTE FISCAL INTERMEDIARY SERVICES 4 BETWEEN 5 COUNTY OF ORANGE 6 AND 7 PACIFIC CLINICS ADVANCED MEDICAL MANAGEMENT, INC. 8 JULY 1, 20162018 2015 THROUGH JUNE 30, 201820192016 9