memorandum of agreement between the clark county … · 5/14/2020 · clark county school district...

Clark County School District (CCSD) proposes to establish a Memorandum of Agreement (MOA) with Hazel Health, Inc., and School Based Urgent Care Network PC, DBA Hazel Health Services to provide telehealth-based basic primary care services for students enrolled in CCSD. Services are to be provided upon approval by CCSD with parent/guardian consent, at no cost to students in Grades pre-kindergarten through 13. The anticipated project period is May 15, 2020, through May 31, 2025. Telehealth-based basic primary care services will improve quality healthcare access for students and reduce truancy related to illness. The MOA has been reviewed by the Office of the General Counsel and approved as to form. Should the Board of School Trustees not approve, the partnership with Hazel Health, Inc., and School Based Urgent Care Network PC, DBA Hazel Health Services, will not occur and students will not have access to telehealth-based basic primary care services. Discussion and possible action on authorization to enter into a Memorandum of Agreement with Hazel Health, Inc., and School Based Urgent Care Network PC, DBA Hazel Health Services for the provision of telehealth-based basic primary care services, at no cost to students in Grades pre-kindergarten through 13, effective May 15, 2020, through May 31, 2025, with no impact to the general fund, and for the Superintendent of Schools, Clark County School District, and the President and Clerk, Clark County School District Board of Trustees, to sign the Memorandum of Agreement, is recommended.

MEMORANDUM OF AGREEMENT BETWEEN THE CLARK COUNTY SCHOOL DISTRICT AND HAZEL HEALTH, INC., AND SCHOOL BASED URGENT CARE NETWORK PC, DBA HAZEL HEALTH SERVICES

Brenda Larsen-Mitchell May 14, 2020

of 16Reference 3.03

MEMORANDUM OF AGREEMENT BETWEEN THE CLARK COUNTY SCHOOL DISTRICT AND HAZEL HEALTH, INC., AND HAZEL

This Agreement (“Agreement”) is made by and between, Hazel Health, Inc. (“Hazel”), and School Based Urgent Care Network PC, doing business as Hazel Health Services (“Hazel Health”), and the Clark County School District, a political subdivision of the State of Nevada (“CCSD”), for provision of telehealth-based basic primary care services, excluding family planning services. Each entity is referred to individually as a “Party,” and the entities collectively are referred to as the “Parties.”

RECITALS

WHEREAS; Hazel Health engages physicians and other licensed practitioners, such as nurse practitioners duly licensed in the State of Nevada, who are qualified and experienced in providing telehealth-based primary care services. WHEREAS; Hazel is in the business of assisting Hazel Health by providing non-clinical services, such as telehealth technology, training, technology support services, but no family planning services. WHEREAS; CCSD is a public school district within the State of Nevada and desires to engage Hazel and Hazel Health to provide certain telehealth-based services to its enrolled students. WHEREAS; CCSD believes a contract by which it arranges for these telehealth services will improve quality healthcare access for its students, reduce truancy related to illness, and increase attendance. NOW THEREFORE, in consideration of the mutual promises herein contained, above recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein as follows: 1. Hazel and Hazel Health Obligations.

CCSD hereby engages Hazel and Hazel Health to provide services including technology, software, and various systems to result in providing telehealth-based primary care services (“Services”) by a Physician or Professional.

1.1. Hazel and Hazel Health shall at all times render Services in accordance with: (i) professional standards of care; (ii) applicable statutes and regulations; (iii) CCSD’s written policies and regulations; and (iv) protocols developed by the Parties. The Parties agree that care outcomes are dependent on the joint cooperation and successful integration of Hazel, Hazel Health, and CCSD’s teams.

1.2. Both Hazel and Hazel Health are to inform CCSD in writing of any limitations in the services either

Hazel or Hazel Health is able to provide. 1.3. Staffing. Hazel Health will identify a core group of physicians and professionals to provide Services

under this Agreement. The core group may change, as needed. “Physician” shall mean a physician licensed in Nevada, engaged by Hazel Health and qualified, authorized, and credentialed to provide Services to CCSD under this Agreement. “Professional” shall mean a duly licensed/registered non-physician healthcare professional licensed in the state of Nevada, engaged by Hazel Health and qualified, authorized, and


of 16Reference 3.03

credentialed to provide Services to CCSD under this Agreement. Hazel Health shall provide the appropriate specialization and quantity of Physicians and Professionals needed to carry out the Services and terms of this Agreement. All Hazel and Hazel Health employees, volunteers, and agents shall comply with NRS 391.104 and CCSD Regulation 4100 regarding background checks for any adult who is alone with a student.

1.4. Coverage and Response Time. Hazel and Hazel Health shall make the Services available in accordance with the service-level availability requested by CCSD. CCSD understands and agrees that Hazel and Hazel Health are not responsible for unavailable Services, or for a delay or interruption in performing the Services, if due to a network communications or technology error, failure, or interruption, or to unexpected volume, beyond the control of the Parties based upon commercially reasonable standards. In the event the full scope of Services is unable to be provided (e.g., unanticipated unavailability of Physicians or Professionals, a network server error, equipment or system malfunction), CCSD shall be responsible to provide its customary level of care for students which may be limited to visits with the school nurse. In such event, Hazel Health shall make best efforts for its Physicians or Professionals to continue to be available for phone consultation, to the extent such is appropriate in the Physicians’ or Professionals’ professional judgment.

1.4.1. Provide parents/legal guardians with information within twenty-four (24) hours of student’s health visit to include:

1.4.1.1. A list of completed health procedures.

1.4.1.2. A list of any unmet treatment needs and/or recommendations for referrals. 1.4.1.3. Contact information for Hazel or Hazel Health, including contact information during non-business hours. 1.4.1.4. Written procedures to follow in the event of an emergency.

1.5. Telehealth Technology and Support. Hazel shall provide the technology and support as set forth

in the terms of this Agreement. Telehealth is defined as the delivery of services from a provider of health care to a patient at a different location through the use of information and audio-visual communication technology, not including standard telephone, fax, or electronic mail.

1.6. Hazel and Hazel Health represents as follows and shall notify CCSD immediately upon becoming

aware that any of the representations below are no longer correct:

1.6.1. Hazel and Hazel Health have the authority to enter into this Agreement; 1.6.2. Hazel and Hazel Health are not bound by any agreement or arrangement that would

preclude it from entering into or from fully performing the Services required under this Agreement; 1.6.3. Neither Hazel, nor Hazel Health, nor any Physician or Professional providing services

under this Agreement: (I) is a “sanctioned person” under any federal or state program or law; (ii) has been listed in the current List of Excluded Individuals and Entities by the Office of Inspector General for the U.S. Department of Health and Human Services; (iii) has been listed on the General Services Administration’s List of Parties Excluded from Federal Programs; (iv) has been listed on the U.S. Department of Treasury, Office


of 16Reference 3.03

of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List; or (v) has been convicted of a criminal offense related to health care.

1.7. Hazel Health and its Physicians or Professionals shall use their independent medical and

professional judgment when performing professional telehealth services. Hazel shall neither have nor exercise any control over the professional judgment and medical decision-making of the Physicians or Professionals.

1.8. Provide CCSD regular reporting of program enrollment, services provided for CCSD to determine

any correlation to school-level data related to daily average attendance and absenteeism provided by CCSD. 1.9. Work with CCSD to develop a mechanism to gather de-identified experience data from students,

parents/legal guardians, teachers, nurses, and staff, and then apply that de-identified data to improve the program.

1.10. Provide CCSD a report validating that contractual agreements have been met.

2. CCSD Services and Responsibilities.

2.1. Telehealth Technology and Support. Provide students with a safe, secure, and private setting to receive health care when that student is seeking healthcare at the school site. The site must have consistent Wi-Fi access of 1.5 Mbps download, 500 Kbps upload. Provide school-level data related to daily average attendance and absenteeism.

2.2. Quality Assurance. CCSD shall participate in a quality assurance program. This includes, but is

not limited to, providing Hazel with de-identified data metrics specific to measuring quality performance under this Agreement (e.g., student satisfaction ratings, truancy, and retention rates, etc.). CCSD may supply Hazel with access to de-identified data for Services provided by Hazel Health to students. CCSD shall notify Hazel or Hazel Health immediately of any complaints instituted against a Physician or Professional covered under this Agreement.

2.3. Telepresenter/Initiator. When feasible, CCSD shall make an individual available to Hazel Health

onsite for the purposes of serving as a telepresenter/initiator who will assist the student with certain administrative and basic clinical functions.

2.4. CCSD represents as follows and shall notify Hazel immediately upon becoming aware that any of

the representations below are no longer correct:

2.4.1. CCSD is not bound by any agreement or arrangement that would preclude it from entering into or from fully performing its obligations under this Agreement;

2.4.2. Neither CCSD nor any of its employees, officers, or agents: (i) is a “sanctioned person”

under any federal or state program or law; (ii) has been listed in the current List of Excluded Individuals and Entities by the Office of Inspector General for the U.S. Department of Health and Human Services; (iii) has been listed on the General Services Administration’s List of Parties Excluded from Federal Programs; (iv) has been listed on the U.S. Department of


of 16Reference 3.03

Treasury, Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List; or (v) has been convicted of a criminal offense related to health care.

2.5. Hazel Health is hereby granted permission to perform telehealth-based basic primary care

services, excluding family planning services, during the term of this Agreement when authorized by a Facility Use Permit (FUP) signed by the school principal. The FUP must be renewed and approved annually by the applicable school principal and the Business and Finance Unit.

2.6. Parental Consent. CCSD will partner with Hazel and Hazel Health to ensure that parents/legal guardians are aware of the services available to students and to help facilitate the required consent process for families that choose to participate. 3. Privacy and Security.

3.1. HIPAA Compliance. The health records of Hazel Health’s patients, which are prepared and

maintained by Hazel Health in connection with providing the Services hereunder are the property of Hazel Health. Hazel Health agrees to comply with all applicable federal and state laws and regulations relating to the maintenance, uses, and disclosures of protected health information (including any heightened requirements for mental health records), including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320 et. Seq. (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and any current and future regulations promulgated thereunder, including those published at 45 C.F.R. Parts 160, 162, and 164, all collectively referred to herein as “HIPAA Requirements.” To the extent required by HIPAA Requirements, Hazel and Hazel Health shall obtain authorization and consent from patients and/or patients’ parents or legal guardians to use or disclose the patients’ protected health information.

3.2. FERPA Compliance. Parties acknowledge that the information provided by CCSD to Hazel Health

may be considered education records that are subject to the Family Educational Rights and Privacy Act codified at 20 U.S.C. § 1232g, and its implementing regulations, codified at 32 C.F.R. Part 99, collectively referred to herein as “FERPA.” The Parties further acknowledge that, in some instances, FERPA or state law may require a patient’s authorization to disclose education records from CCSD to Hazel Health. To the extent required by FERPA or state law, CCSD shall obtain the patient’s authorization to disclose education records to Hazel or Hazel Health. Hazel and Hazel Health agree to comply with any FERPA or applicable state law requirements regarding the confidentiality of education records. 4. Billing and Collection. Services will be provided at no charge to CCSD.

Hazel or Hazel Health may bill third parties, including Nevada Medicaid, for services rendered to CCSD

students. Except to the extent inconsistent with federal or state law, Hazel or Hazel Health shall have the right to bill and collect fees for Services from health plans, governmental agencies, and third-party payers. 5. Term and Termination.

5.1. The initial term of this Agreement shall commence on the date the last required signature is placed

upon the Agreement and shall continue for a period of five (5) years.


of 16Reference 3.03

5.2. Any renewal, amendment, or modification of this Agreement must be accomplished in writing and executed by all Parties.

5.3. This Agreement may modified at any time by written consent of all Parties. 5.4. This Agreement constitutes the entire Agreement between the Parties and supersedes any

previous written or oral agreements or representations.

5.5. Early Termination.

5.5.1. This Agreement may be terminated early, without cause, by providing written notice to the other Parties thirty (30) calendar days prior to termination.

5.5.2. Any Party may terminate this Agreement upon notice in the event that funding for the

services or facilities set forth in this Agreement are no longer available. 5.5.3. Early termination shall be initiated by mailing written notice sent via U.S.P.S. Certified Mail

with Return Receipt to the other Parties. 5.5.4. No liability for damages of any kind to the Parties shall be assessed based on early

termination, provided that Hazel and Hazel Health are given a reasonable amount of time to remove their property from the Premises.

5.6. Effect of Termination. The Parties shall cooperate to ensure the smooth transition of patient care

during termination of this Agreement. To the extent the Parties entered into any licensing or other agreements regarding Services, such agreements shall immediately and automatically terminate concurrent with this Agreement. Within thirty (30) days of the termination or expiration of this Agreement, each Party shall return to the other all equipment, software, and confidential information owned by the other Party.

6. Independent Contractors. Hazel, Hazel Health, and CCSD are all independent of each other. Nothing under this Agreement is intended nor shall be construed to create a partnership, employer-employee relationship, or joint venture between the Parties. Neither Hazel, nor Hazel Health, nor CCSD (nor their respective agents or employees) shall have any authority to bind the other Party without the other Party’s express written consent. Each Party shall be solely responsible for reporting, withholding, and paying all taxes and other sums due to individuals providing services on its behalf. Likewise, each Party shall be solely responsible to provide and pay for all workers’ compensation insurance for any employed individuals providing services on its behalf. Hazel and Hazel Health may engage subcontractors to perform certain of their obligations under this Agreement provided that no such subcontract shall relieve Hazel or Hazel Health of its respective obligations under this Agreement. However, Hazel and Hazel Health shall have the duty to apply the relevant terms of this Agreement to all persons performing Services under this Agreement. 7. Insurance. Hazel and Hazel Health shall secure and maintain professional and general liability insurance (which may be provided through a combination of insurance and/or program of self-insurance) covering each Party


of 16Reference 3.03

against any claims or losses arising out of the performance of its obligations and services hereunder in an amount of at least one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate per annum or in any greater or lesser amount if required by state law. Upon the receipt of any notice of cancellation, termination, or material change of such policy, Hazel and Hazel Health shall promptly notify CCSD in writing. In the event Hazel or Hazel Health procures a “claims-made” policy to meet the insurance requirements herein, Hazel and Hazel Health shall obtain “tail” coverage upon the termination of any such policy or upon termination of this Agreement. Said “tail” policy shall provide coverage for an indefinite reporting period. 8. Access to Books and Records. To the extent applicable, until the expiration of four (4) years after the furnishing of Services hereunder, the Parties shall make available to the Secretary of the Department of Health and Human Services (“Secretary”), the Comptroller General of the United States, or their duly authorized representatives, such books, documents, and records necessary to certify the nature and extent of the cost of the Services. If any Services are performed by way of subcontract with another organization and the value or cost of such subcontracted services is ten thousand dollars ($10,000.00) or more over a twelve (12) month period, such subcontract shall contain and the respective Party shall be subject at all times to all applicable legal requirements, including without limitation, such criteria and procedures for seeking and obtaining access that may be promulgated by the Secretary. 9. Intellectual Property. CCSD’s, Hazel’s, and Hazel Health’s “Intellectual Property” shall mean all discoveries, ideas, concepts, designs, inventions (e.g., compositions of matter, machines, processes, algorithms, protocols, formulae, methods of doing business), source code, improvements, works, works of authorship (e.g., computer programs and associated documentation, drawings, flow charts, schematics, and other works subject to copyright, design right, or other like protection), trade secrets, patents, registered designs, copyrights, registrations, applications, and other intellectual property. Intellectual Property shall also include its technology, knowledge, and work product relating to the Services, including formulation, design, ideas, inventions, innovations, discoveries, concepts, know-how, engineering and research data, proprietary clinical service protocols, algorithms, templates and associated macros, expert-developed content for patient and Physician or Professional health care management and reporting, health record databases, preclinical and clinical data, specifications, drawings, diagrams, descriptions, reports, and records.

9.1. Ownership. The Parties acknowledge and agree that the other Parties shall obtain no right, title,

or interest in Hazel’s Intellectual Property. Hazel’s Intellectual Property shall remain the sole and exclusive property of Hazel. Any new inventions, developments, discoveries, or other Intellectual Property created by Hazel shall be owned solely by Hazel, respectively, as well as all improvements or derivatives to Hazel’s Intellectual Property.

9.2. No Party may authorize anyone else to, directly or indirectly: (i) copy, modify, or distribute

Intellectual Property; (ii) reverse engineer, disassemble, decompile or attempt to discover the source code or structure, sequence and organization of Intellectual Property (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease, or use Intellectual Property for timesharing or service bureau purposes for third parties, or otherwise use Intellectual Property on behalf of any third party; (iv) remove any Intellectual Property from any equipment in which it is embedded;


of 16Reference 3.03

or (v) publish or disclose any information or results relating to performance, performance comparisons, or other “benchmarking” activities related to Intellectual Property. Any Party’s Intellectual Property shall also constitute confidential information. 10. Confidential Information.

10.1. The Parties each acknowledge that, as a result of this Agreement, they may become informed of and have access to valuable and confidential information of the other Party, including, without limitation, pricing information, fees, budgets, charges, protocols, policies, staffing, business planning, and strategies, all of which may or may not be marked as confidential (“Confidential Information”). Accordingly, except as required by law, each Party and its employees, agents, and independent contractors will not, at any time, either during or subsequent to the Term of this Agreement, use, reveal, report, publish, copy, transcribe, transfer, or otherwise disclose to any person, corporation, or other entity, any of the Confidential Information of the other Party without the prior written consent of the other Party, with the exception of disclosure to responsible officers and employees of the Party receiving the Confidential Information, state licensing agencies, The Joint Commission, and other responsible persons who are in a contractual or fiduciary relationship with the receiving Party.

10.2. This section shall not prohibit either Party from making disclosures required by law, or judicial or

administrative process, or to its accountants, legal counsel or other consultants subject to the obligations of confidentiality provided in this section or to prospective purchasers of all or substantially all of the Party’s assets or of the Party’s equity securities.

10.3. Except with regard to data in accordance with HIPAA or FERPA or information which is not

feasible to return, upon written request of either Party hereto, the other Party will promptly return to such requesting Party or destroy any Confidential Information in its possession and certify in writing to the requesting Party that it has returned or destroyed all such Confidential Information.

10.4. In the event a receiving Party is required to disclose Confidential Information pursuant to

applicable law or by any governmental authority, such receiving Party will: (i) use diligent, reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order; (ii) use its best efforts to give the disclosing Party sufficient advance notice and the opportunity to review and comment on the contents of such disclosure as it relates to the disclosing Party and its business to the greatest extent possible; and (iii) allow the disclosing Party to participate in the proceeding.

11. Indemnification. Hazel and Hazel Health shall indemnify and hold CCSD harmless from any and all claims asserted by any person or entity who is not a party to this Agreement (and all related liabilities, costs and expenses of any kind whatsoever, including but not limited to, attorneys’ fees and court costs), to the extent arising out of: (i) the negligent acts or omissions of CCSD and its employees or agents only when assisting Hazel or Hazel Health with the Services contemplated under this Agreement and (ii) noncompliance with any applicable federal or state law, rule or regulation by Hazel or Hazel Health and its respective employees or agents. Acts of gross negligence by CCSD or its employees and agents in assisting with the Services is not covered under this indemnification section. The obligations herein shall survive termination of this Agreement.


of 16Reference 3.03

12. Disclaimer of Warranties.

Equipment and/or software are provided “as is,” with all faults, and without warranty of any kind. Hazel disclaims all warranties, express and implied, including, but not limited to, the implied warranties merchantability and fitness for a particular purpose. CCSD expressly agrees and acknowledges that the use of the equipment and software is at CCSD’s sole risk. Neither Hazel nor Hazel Health warrant that the equipment or software will meet CCSD’s requirements or that the equipment or software is compatible with any particular hardware or software platform, or that the operation of the equipment or software will be uninterrupted or error-free, or that defects in the equipment or software will be corrected. No oral or written information or advice given by Hazel or Hazel Health or their authorized representatives shall create a warranty or in any way increase the scope of this warranty.

13. Third-Party Disclaimer.

Neither Hazel, nor Hazel Health, nor CCSD make any warranty of any kind, whether expressed or implied

with regard to third-party consent or any software, equipment, or hardware obtained from third parties (collectively, “third-party items”). Hazel, Hazel Health, and CCSD expressly disclaim all warranties of merchantability, fitness for a particular purpose, and title/non-infringement with regard to third-party items. 14. Limitation of Liability. In no event shall Hazel, Hazel Health, or CCSD be liable to any other Party or any third party for any incidental or consequential damages including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, loss of data, or loss of business information caused out of or connected in any way with performance under this Agreement, or use or inability to use the equipment or software, or for any claim by any other Party, even if Hazel, Hazel Health, or CCSD have been advised of the possibility of such damages, or for defaults by or defects in services rendered by third parties. This limitation of liability shall apply even if the express warranties set forth above fail their essential purpose. CCSD’s liability is limited under NRS Chapter 41 and other applicable law. 15. Compliance; No Referrals Required. Each Party agrees to comply with all applicable laws and regulations in performing its obligations hereunder, including but not limited to, federal and state anti-kickback and self-referral laws and regulations, at all times during the term of this Agreement. Although Hazel, Hazel Health, and CCSD are obligated to provide the Services specified in this Agreement, no Party is required to refer patients to or otherwise generate business for any other Party. The Parties intend this Agreement to comply with 42 U.S.C. § 1320a-7b (b) (the Anti-Kickback Statute), 42 U.S.C. § 1395nn (the Stark Law) and any other federal or state law provision governing health care fraud and abuse. This Agreement shall be interpreted and construed at all times in a manner consistent with applicable laws and regulations governing the financial relationships among individuals and entities that provide or arrange for the provision of items or services that are reimbursable by governmental health care programs or other third-party payers. The Parties acknowledge that none of the benefits hereunder are conditioned on any requirement that one Party make referrals to, be in a position to make or influence referrals to, or otherwise generate business for any other Party. The Parties further acknowledge that Hazel, Hazel Health, and its Physicians or Professionals are not restricted and can render services for another school district of their own choosing, nor do the services under this Agreement include,


of 16Reference 3.03

directly or indirectly, marketing services by either Party. There is no agreement, express or implied, between CCSD, Hazel, and Hazel Health which requires the referral of patients or business among them. 16. Publicity. No Party will use for publicity, promotion or otherwise, any logo, name, trade name, service mark or trademark of the other Party or its affiliates, or any simulation, abbreviation or adaptation of the same, or the name of any employee or agent of any other Party, without that Party’s prior, written, expressed consent. Notwithstanding the foregoing, Hazel and Hazel Health may publicly identify CCSD as a user of services, and CCSD may publicly identify Hazel or Hazel Health as a provider of Services. The Parties may publicly announce they have entered into this Agreement. 17. Entire Agreement; Amendment.

This Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements entered into between the Parties. The terms and conditions of this Agreement are hereby incorporated by reference into the Data Services Agreement Between the Clark County School District and School Based Urgent Care Network PC, DBA Hazel Health Services. The Data Services Agreement shall govern the treatment of Student Records in order to comply with privacy protections, including those found in FERPA.

All exhibits and attachments referred to herein are hereby incorporated into this Agreement. This

Agreement and exhibits may be amended only by a written agreement signed by the Parties. 18. Governing Law. The terms and conditions of this Agreement, as well as all disputes arising under or relating to this Agreement, shall be governed by the laws of the State of Nevada. The exclusive forum and venue for the foregoing is a competent jurisdiction in Clark County, State of Nevada, and the Parties hereby expressly consent to the jurisdiction of said court. 19. Assignment. No Party may assign or transfer this Agreement without prior written consent of the other Parties and such consent is not unreasonably withheld. Any unpermitted attempt to assign all or part of this Agreement shall be null and void ab initio. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective heirs, representatives, successors, and permitted assignees. 20. Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or unenforceability of any other term(s) or provision(s).

21. Waiver. No waiver, including any waiver of breach, shall be valid unless in writing and signed by the Parties.


of 16Reference 3.03

22. Recitals/Captions. The recitals are incorporated into this Agreement, but the captions are used solely for convenience.

23. Non-Discrimination. Each Party agrees that, in the performance of this Agreement, Services will be provided without discrimination toward any patients, employees, or other persons to the extent prohibited by law. 24. Notice

Clark County School District Dr. Jesus F. Jara, Superintendent 5100 West Sahara Avenue Las Vegas, Nevada 89146 Hazel Health, Inc. Josh Golomb, CEO and President 604 Mission Street, Suite 800 San Francisco, California 94105 School Based Urgent Care Network PC Dr. Rob Darzynkiewicz, President 10775 Pioneer Train, Suite 215 Truckee, California 96161 Mailing Address for School Based Urgent Care Network PC 604 Mission Street, Suite 800 San Francisco, California 94105

25. Force Majeure. Each Party shall be excused from delays in performing its obligations if resulting from causes beyond the commercially reasonable control of the Party, including default of vendors, acts of God, governmental actions, fire, flood, epidemic, pandemic, and embargoes.

26. No Third-Party Beneficiaries. Nothing in this Agreement is intended nor shall be deemed to confer any benefits on any third party, including, without limitation, any patients or contractors, nor shall such person or entity have any right to seek, enforce, or recover any right or remedy with respect hereto.

27. Notices. All notices hereunder shall be in writing, delivered personally or by delivery service with a delivery confirmation, and shall be deemed to have been received when delivered in person or as of the date recorded


of 16Reference 3.03


of 16Reference 3.03

Hazel Health, Inc.

_________________________________________ ______________________________ Josh Golomb Date Chief Executive Officer


of 16Reference 3.03

DATA SERVICES AGREEMENT BETWEEN THE CLARK COUNTY SCHOOL DISTRICT AND SCHOOL BASED URGENT CARE NETWORK PC, DBA HAZEL HEALTH SERVICES

This Agreement is entered into between, Hazel Health, Inc. (“Hazel”), and School Based Urgent Care Network PC, doing business as Hazel Health Services (“Hazel Health”), collectively referred to as the “Service Provider”, and the Clark County School District, a political subdivision of the State of Nevada (“CCSD”). Each entity is referred to individually as a “Party,” and the entities collectively are referred to as the “Parties.” WHEREAS, CCSD is a Nevada public entity subject to all federal and State laws governing education, including but not limited to, the Nevada Education Code, the Children’s Online Privacy and Protection Act (“COPPA”) and the Family Educational Rights and Privacy Act (“FERPA”); WHEREAS, CCSD and the Service Provider desire to enter into this Data Services Agreement; NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows: 1. Neither Hazel nor Hazel Health shall use any information in a student’s individual educational record (“Student Record(s)”) for any purpose other than those required or specifically permitted by this Data Services Agreement. For the purposes of this Data Services Agreement, a Student Record includes any information directly related to a student that is maintained by CCSD or acquired directly from the student through the use of instructional software or applications assigned to the student or other CCSD employee. Student Records do not include de-identified information (information that, on its own or in aggregate, cannot be used to identify an individual student).

2. All Student Records obtained by Hazel and Hazel Health from CCSD continue to be the property of and under control of CCSD. CCSD retains exclusive control over student data, including determining who may access data and how it may be used for legitimate authorized purposes. Hazel and Hazel Health will maintain student medical records per HIPAA and FERPA guidelines. CCSD staff will not have access to historical Service Provider medical records.

3. Hazel and Hazel Health shall provide a means by which its employees, when so authorized, can search and export Student Records to CCSD through reasonable procedures such that CCSD can respond to a parent/legal guardian, or eligible student who seeks to review personally identifiable information on the student’s records or correct erroneous information. Service Provider shall provide procedures for the transfer of student-generated content to an account format or medium accessible by CCSD.

4. No Party may distribute Student Records to any third party without CCSD’s express written consent or as permitted by this Agreement, unless required by law. Unless permitted by the Agreement, use of subcontractors and subcontractor access to Student Records must be approved in writing by CCSD. All Parties shall ensure that all employees, agents, and approved subcontractors adhere to all provisions of this Data Services Agreement. All Parties shall ensure that all entities and systems that it engages to process, store, or access Student Records has adequate technical security and organizational measures in place to keep Student Records secure and to comply with the terms of this Data Services Agreement.

5. All Parties shall take actions to ensure the security and confidentiality of Student Records, including but not limited to, designating and training responsible individuals on ensuring the security and confidentiality of Student Records.


of 16Reference 3.03

5.1. All Parties shall maintain all data obtained or generated pursuant to the Memorandum of Agreement

in a secure computer environment and not copy, reproduce, or transmit data obtained pursuant to the Memorandum of Agreement, except as necessary to fulfill the purpose of the original request. All Parties shall warrant that security measures are in place to help protect against loss, misuse, and alteration of data under that Party’s control. Service or data is accessed using a supported web browser, Secure Socket Layer (“SSL”) or equivalent technology protects information, using both server authentication and data encryption to help ensure that data is safe, secure, and available to only authorized users. All Parties shall host content pursuant to the Service in a secure server environment that uses firewalls and other advanced technology to prevent interferences or access from outside intruders. Where applicable, all Parties shall require unique account identifiers, usernames, and passwords that must be entered each time a client or user logs in.

6. Hazel and Hazel Health certify that Student Educational Records shall not be retained or available to Hazel or Hazel Health or any third party and that Student Educational Records shall not be retained or available to Service Provider or any such third party that the Service Provider has contracted with for the purpose of providing Services following the completion of the terms of this Data Services Agreement. Service Provider shall destroy or return to CCSD all Student Educational Records obtained pursuant to this Agreement when such Student Records are no longer required for Service, or within a reasonable period of time. Nothing in this Agreement authorizes any party to maintain personally identifiable data beyond the time period reasonably needed to complete the disposal of Student Records following service.

7. Upon becoming aware of any unlawful or unauthorized access to Student Records (educational or medical) stored on equipment used by Hazel or Hazel Health or in facilities used by Hazel or Hazel Health, Hazel and Hazel Health will take the following measures:

7.1. Notify CCSD of the suspected or actual incident, within twenty-four (24) hours of a confirmed

incident;

7.2. Investigate the incident immediately and provide CCSD with detailed information regarding the incident, including the identity of the affected Student Records and users;

7.3. Assist CCSD in notifying affected users, students (if over 18), affected parents/legal guardians of

unauthorized access to Student Records and of commercially reasonable steps to mitigate the effects and to minimize any damage resulting from the incident. 8. The terms and conditions of this Data Services Agreement are incorporated into the signed Memorandum of Agreement between Hazel Health, Inc., School Based Urgent Care Network PC, doing business as Hazel Health Services, and CCSD, a political subdivision of the State of Nevada. This Data Services Agreement shall govern the treatment of Student Records in order to comply with privacy protections, including those found in FERPA.

9. This Data Services Agreement shall remain in effect for the duration of the signed Memorandum of Agreement. 10. In the event of a conflict in terms between the documents, the terms of this Data Services Agreement shall govern.


of 16Reference 3.03


of 16Reference 3.03

memorandum of agreement between the clark county … · 5/14/2020 · clark county school district...

Documents