HomeMy WebLinkAboutSH21-016 - PSA KCHN PARTIALLY EXECUTEDPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Kittitas County Health Network (hereinafter "Contractor").The County and Contractor
agree as follows:
General Conditions;Exhibit A (Scope of Work);Exhibit B (Compensation);
Exhibit C (Proof of insurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the date this is siqned,and continue
until completion of the project.Any party may terminate this Agreement by giving thirty (30)
days'notice in writing either personallydelivered or mailed postage-prepaid by certified mail,
return receipt requested,to the party's last known address for the purposes of giving notice
under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
indemnification provisions set forth in Paragraphs 7 (Independent Contractor),9 (Taxes),
15 (Defense and Indemnity Agreement),21 (Patent/Copyright Infringement)and 24
(Confidentiality),are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement (rev.09/24/2018)
Page 1 of 23
IN WITNESS WHEREOF,the parties have executed this Agreement this day
of ,2021.
APPROVED:
KITTITAS COUNTY BOARD OF COUNTY COMMlSSIONERS
HEALTH NETWORK KITTITAS COUNTY,WASHINGTON
ohn ecutive Director Brett Wachsmith,Chairman
(D /)
Laura Osiadacz,Vice-Chairman
Cory Wright,Commissioner
COUNTY OF KiTTITAS
SHERIFF'S OFFICE
Clayhyers Sheriff
Attest:
Clerk of the Board
ppf ved as to Form:
By:
Deputy Prosecutirig"Attorney
Contractor Address:County's Addr'ess:
603 S Chestnut Street.Kittitas Countý
Ellensburg,WA 98926 205 West 5 Avenue,Suite 108
509-607-1375 Ellensburg,WA 98926
robin@healthierkittitas.org
www.healthierkittitas.org
Professional Services Agreement (rev.09/24/2018)
Page 2 of 24
GENERALCONDITIONS
1.Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A"during the Agreement period.No material,labor,or facilities
will be furnished by the County,unless otherwise provided for in the Agreement.
2.Performance of Work:
Contractor shall perform work in accordance with,and shall comply with,all of the provisions
of this Agreement.All work shall comply with applicable codes and ordinances.
3.Schedule of Performance:
Unless directed othenivise by the County,Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4.Definitions:
4.1 "Additional Insureds"means the County,its successors and assigns,and
the respective directors,officers,employees,agents and representatives of
the County and its successors and assigns.
4.2 "Support"means the following:Contractor's directors,officers,employees,
agents and representatives;and sub-Contractors of any tier;the respective
directors,officers,employees,agents and representatives of these sub-
Contractors of any tier;and any other person or entity acting under the
direction or control of,or on behalf of,Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performanceof the
Work or this Agreement.
4.3 The "Work"means all of the duties listed in Exhibit A and the performance of
all other obligations,under this Agreement by Contractor or its Support
5.Accountinq and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B".Where Exhibit "B"requires payments by the County,payment shall be based
upon billings,supported unless otherwise provided in Exhibit "B",by documentation of units
of work actually performed and amounts earned,including where appropriate,the actual
number of days worked each month,total number of hours for the month,and the total dollar
payment requested.Unless specifically stated in Exhibit "B"or approved in writing in
advance by the Kittitas County Board of Commissioners,the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performance of this
Agreement.
Where required,the County shall,upon receipt of appropriate documentation,compensate
the Contractor,no more often than monthly,through the County voucher system,for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "B".
Professional Services Agreement (rev.09/24/2018)
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6.Assignment and Subcontractina:
No portion of this Agreement may be assigned or subcontracted to any other individual,firm
or entity without the express and prior written approval of the County.
7.Independent Contractor:
The Contractor's services shall be furnished by the Contractoras an independentContractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant,but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B"and the Contractor is not entitled to any County benefits including,but not
limited to:vacation pay,holiday pay,sick leave pay,medical,dental,or other insurance
benefits,or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend,indemnify and hold harmless the County,its Additional Insureds,
officers,agents or employees from any loss or expense,including but not limited to
settlements,judgments,setoffs,attorneys'fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8.No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractoror any employee
of any sub-Contractor by the County at the present time or in the future.
9.Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes.Where required by State or Federal law,the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e.Medicare).All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations.It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year,if any,and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder
as required by law.The Contractor must pay all other taxes including,but not limited to:
Business and Occupation Tax,taxes based on the Contractor's gross or net income,or
personal property to which the County does not hold title.The County is exempt from
Federal Excise Tax.
Professional Services Agreement (rev.09/24/2018)
Page 4 of 23
10.Requlations and Requirement:
This Agreement shall be subject to all laws,rules and regulations of the United States of
America,and State of Washington,and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11.Riqht to Review:
This contract is subject to review by any Federal or State auditor.The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County.Such review may occur
with or without notice,and may include,but is not limited to,on-site inspection by County
agents or employees,inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance,and any and all communications with or
evaluation by service recipients under this Agreement.The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination,and shall make them available for such
review,within Kittitas County,State of Washington,upon request.
12.Modifications:
12.1 Either party may request changes in the Agreement.Any and all agreed
modifications shall be in writing,signed by each of the parties.
12.2 The County may,at any time,by written notice thereof to Contractor ("Change
Notice")makes changes in the Work within the general scope of this
Agreement,including,but not limited to:(a)changes in,revisions to,
substitutions for,additions to or deletions of any Work;(b)changes in
schedule;and (c)acceleration,deceleration or suspension of performance of
any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor's
cost of,or the time required for,performance of the Work,an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment,Contractor shall proceed in accordance with all Change
Notices.Contractor must,within thirty (30)days after receipt of any Change
Notice that does not set forth any acceptable adjustment,submit to the County
a written statement setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed,Contractor shall
be entitled to compensation associated with changing the Work,such as
Professional Services Agreement (rev.09/24/2018)
Page 5 of 23
revising design already completed,revising calculations already performed,
and revising documents.
13.Termination for Default:
if the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors,the County may,by depositing written
notice to the Contractor in the U.S.mail,postage prepaid,terminate the Agreement,and at
the County's option,obtain performance of the work elsewhere.If the Agreement is
terminated for default,the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully pedormed.Any extra cost or
damage to the County resulting from such default(s)shall be deducted from any money due
or coming due to the Contractor.The Contractor shall bear any extra expenses incurred by
the County in completing the work,and all damage sustained,or which may be sustained
by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default,the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
14.Termination for Pub|lc Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines,in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph,the Contractor
shall be entitled to payment for actual work performed at unit contract prices for completed
items of work.In the event of such termination,an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made,but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work.Termination of this Agreement by the County at any time during the
term,whether for default or convenience,shall not constitute a breach of contract by the
County.
15.Defense &Indemnity Aqreement:
The Contractor agrees to and shall defend,indemnify and hold harmless the County,its
Additional Insureds,appointed and elective officers,agents and employees,from and
against all loss or expense,including but not limited to judgments,settlements,attorney's
fees and costs by reason of any and all claims and demands upon the County,its Additional
Insureds,its elected or appointed officials,agents,or employees for damages because of
personal or bodily injury,including death at any time resulting therefrom,sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Professional Services Agreement (rev.09/24/2018)
Page 6 of 23
Contractor,its sub-Contractors,its elected officers,employees or their agents,except only
such injury or damage as shall have been occasioned by the sole negligence of the County,
its Additional Insureds,appointed or elected officials,agents,or employees.It is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16.Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County,its
Additional Insureds,officers,agents and employees,the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify,defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor.This waiver is mutually negotiated by the parties to this
Agreement.
17.Venue and Choice of Law:
in the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement,the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas.This Agreement
shall be governed by the law of the State of Washington.
18.Withholdinq Payment:
In the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement,then the County
may,upon written notice,withhold all monies due and payable to Contractor,without
penalty,until such failure to perform is cured or otherwise adjudicated.
19.Future Non-Allocationof Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period,the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period.No penalty or expense shall
accrue to the County in the event this provision applies.
20.Contractor Commitments,Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated,validly existing and in good standing
under the laws of the State of Washington,and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement,to make the
representations and warranties set forth in it and to perform the
obligationsof the Contractor under this Agreement in accordance with its
terms.
Professional Services Agreement (rev.09/24/2018)
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20.3 This Agreement has been validly executed by an authorized
representativeof the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
20.4 The Contractor has or will obtain prior to the commencementdate such
licenses,permits and other authorizations from federal,state and other
governmentalauthorities,as are necessary for the performance of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law,ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement.The
Contractor is not subject to any order or judgmentof any court,tribunal or
governmentalagency which materially and adversely affects its
operations or assets in the State of Washington,or its ability to perform
its obligations under this Agreement.
20.6 None of the representations or warranties in this Agreement,and none of
the documents,statements,certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplatedunder this Agreement,
contains or will contain any untrue statementof a material fact or omits or
will omit to state a material fact necessary to make the statementsof fact
contained therein not misleading.
21.Patent/Copyriqhtinfrinqement:
Contractor will defend and indemnify the County from any claimed action,cause or demand
brought against the County;to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright.The Contractor will pay those
costs and damages attributable to any such claims that are finally awarded against the
County in any action.Such defense and payments are conditioned upon the following:
21.1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractor shall have the right,hereunder,at its option and expense,to obtain
for the County the right to continue using the information,in the event such
claim of infringement is made,provided no reduction in performance or loss
results to the County.
22.Disputes:
22.1 General
Differences between the Contractor and the County,arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken.Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated,the records,orders,instructions,and decisions of the Kittitas County
Commissioners shall be final and conclusive.
Professional Services Agreement (rev.09/24/2018)
Page 8 of 23
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
othentvise may be payable,or to extension of time for (1)any act or failure to
act by the County,or (2)the happening of any event or occurrence,unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10)days of the commencement of the act,failure,or event giving rise to
the claim,and before final payment by the County.The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due,the nature of the cost
involved,and insofar as possible,the amount of the potential claim.Contractor
shall keep full and complete daily records of the work performed,labor and
material used,and all costs and additional time claimed to be additional.
22.3.Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation,or extension of time,unless within thirty (30)days of the
completion of the portion of the work from which the claim arose,and before
final payment by the County,the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required,and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23.Ownership of Items Produced:
All writings,programs,data,public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors,in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24.Confidentiality:
The Contractor,its employees,sub-Contractors,and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement,except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County.Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information.Contractor shall indemnify and hold
harmless the County,its Additional Insureds,officials,agents or employees from all loss or
expense,including,but not limited to settlements,judgments,setoffs,attorneys'fees and
costs resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work,this provision is not
breached by such acts.
25.Notice:
Professional Services Agreement (rev.09/24/2018)
Page 9 of 23
Except as set forth elsewhere in the Agreement,for all purposes under this Agreement,
except service of process,notice shall be given by the Contractor to the department head
of the department for whom services are rendered,and to the Kittitas County
Commissioners,205 W 5th Ave,Suite 108,Ellensburg,WA 98926.Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page.Notice may be given by delivery or by depositing in the U.S.Mail,first class,
postage prepaid.
26.Severability:
If any term or condition of this Agreement or the application thereof to any person(s)or
circumstances is held invalid,such invalidity shall not affect other terms,conditions or
applications which can be given effect without the invalid term,condition or application.To
this end,the terms and conditions of this Agreement are declared severable.
27.Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishmentto any extent
of its right to assed or rely upon any such provisions,rights or remedies in that
or any other instance;rather the same shall be and remain in full force and
effect.
27.2 This Agreement embodies the entire Agreement between the County and
Contractor,and supersedes any and all prior agreements,regarding the
Work.No change,amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by the
party to be bound thereby.
27.3 The rights and remedies of the County set fodh in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
27.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict,affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28.Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiverof any
prior or subsequent breach.No terms or conditions of this Agreement shall be held to be
waived,modified or deleted except by an instrument,in writing,signed by the parties hereto.
29.Suntival:
The provisions of paragraphs 7,9,11,13,14,15,16,17,18,19,20,21,22,23,24,28,30,
31,and 32 shall survive,notwithstanding the termination or invalidity of this Agreement for
any reason.
Professional Services Agreement (rev.09/24/2018)
Page 10 of 23
30.Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
In the performance of this Agreement,the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race,creed,color,national origin,sex,sexual orientation,
marital status,age or the presence of any sensory,mental or
physical handicap,provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved.The Contractor shall ensure that applicants are employed,
and that employees are treated during employmentwithout
discrimination because of their race,creed,color,national origin,sex,
sexual orientation,marital status,age or the presence of any sensory,
mental or physical handicap.Such action shall include,but not be limited
to:employment,upgrading,demotion or transfers,recruitment or
recruitment advertising,layoff or termination,rates of pay or other
forms of compensation,and programs for training including
apprenticeships.The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local,state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed,color,national origin,sex,sexual orientation,marital status,age or
the presence of any sensory,mental or physical handicap.
30.4 If any assignment and/or subcontracting has been authorized by the
County,said assignmentor subcontract shall include appropriate
safeguards against discrimination.The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31.Prevailina Waqe:
Contractor shall pay the prevailing rate of wages to all workers,laborers,or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and Industries.The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Professional Services Agreement (rev.09/24/2018)
Page 11 of 23
Industrial Statistician of the Department of Labor and Industries.It is the Contractor's
responsibility to verify the applicable prevailing wage rate.It is understood that the
Contractor is responsible for obtaining and completing all required governmentforms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries.The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32.Debarment Certification:
The Contractor certifies that it:
32.1 Is not presently debarred,suspended,proposed for debarment,declared
ineligible or voluntarily excluded from covered transactions by any Federal
departmentor agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County,been convicted of or had a civil judgmentrendered
against them for commission of fraud or a criminal offense in connection
with obtaining,attempting to obtain,or pedorming a public or private
agreement or transaction,violation of Federal or State antitrust statutes or
commission of embezzlement,theft,forgery,bribery,falsification or
destruction of records,making false statements,tax evasion,receiving
stolen property,making false claims,or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmentalentity (Federal,State,or local)with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal,State,or local)terminatedfor cause of default.
Professional Services Agreement (rev.09/24/2018)
Page 12 of 23
EXHIBIT "A"
SCOPE OF WORK
Kittitas County Health Network will provide Medication Assisted Treatment (MAT),
Substance Use Disorder (SUD)counseling and treatmentservices,and mental health
counseling to individuals both while they are in the Kittitas County Jail as well as upon
release.KCHN staff will lead this work through administration of subcontracts,tracking
and reporting of data related to performance and outcomes,convening the services
providers for continuous quality improvement efforts,and supporting post-release care
coordination efforts.MAT services for individuals in the jail and upon release will be
jointly provided by Comprehensive Healthcare,Community Health of Central
Washington,and Kittitas Valley Healthcare.Merit Resource Services will provide SUD
assessments,counseling,peer support services for discharge planning and post-
release care coordination,and post-release treatmentservices.HopeSource will work
closely with the Hub and Spoke program staff,the peer support specialist,and KCHN
care coordinators to provide support in addressing social determinants of health
including but not limited to housing,transportationand work training during discharge
planning and post-release.
Khritas Countv Health Network Partners
Comprehensive Healtheare Valley Alcohol Council
Jodi Daly.CEO dba Merit Resource Services
Greg AuboL Director of Kiuitas Services Dave Wilson,Executive Director
402 South Yakima Avenue 200 East 3*Avenue
Yakima.WA 98902 P.O.Box 1039
(509)925-986]Ellensburg,WA 98926
iodLdalv egnyihe.org (509)925-9821
urce.auhol icomphc.ore dayew ä merttresources.ora
www comphc.ore www mcrnresources.org
Community Health of Central Washington HopeSource Community Action
Angela Gonzalez.CEO Susan Grindle,CEO
Becky Starnes,Connect Program Director 700 East Mountain View Avenue Suite 50 I
501 South S'"Avenue Ellensburg,WA 98926
Yakima.WA98902 (509)925-1448
(509)494-6717 s_kgr_nylle whopesonree us
Aneela.Gonzalez chcw ora nww.henesource.us
Beckv.Slarnese chen.gry
Kittitas County Hospital District No 1
dba KÍttilas Valley Healthcare
Julie Petersen,CEO
603 South Chestnut Street
Ellensburg,WA 98926
(509)962-7302
\petersonakvhealthcare.ora
www.kvhealthcare.ore
Professional Services Agreement (rev.09/24/2018)
Page 13 of 23
Data Collection
This table provides a potential outline for evaluation rnetrics and data collection.
Table 1 Potential Data Collection
Potential Program JÍelrics
•Percent of individuals screened for OUD
•Percent of Individuals diagnosed with OUD
•Percent of Individuals offered MAT
•Percent of Individuals who initiate MAT
•Average Length of Stay
•Percent of individuals who remain on MAT at the time of release to the community
•Percent of Individuals who have an appointment scheduled with a community MAT
provider when released
•Percent of Buprenorphine recipients given a bridging supply or prescription.
•Percent of individuals insured at the time of release.
•Decrea.se number of disciplinarv reports
•Decrease mcidence of contraband drue confiscation
Individual I el Data
Data Element Description Source
Detention Tvpe Pre-triaL sentenced Kittitas Countv Jail
Demoeraphics Age gender race etbusciev Kittitaa Countv Jail
Date of detention Enttv mnvM/vvvy Kittitas Countv Jail
Result of OLI)Screening positiveinemative Kittitas County Jail
Result ofOLD Assessment OL¯D diagnosis vecino MAT Partner Orzanization
Result of MAT Assessment MAT recommended (ves no)MAT Partner Orgamzation
Receiving MAI at tune of yesino and type ofliAT MAT Partner Organization
arrest
Date initiated MAT nun ddin,rv MAT Partner Organizatica
Fatm of MAT initiated Methadone MAT Partner Orgamzation
buprenorphineinalaxone,
buprenorphine.XR NTX
Dese of MAT at time of Methadone MAT Partner Organization
discharge from treatment or (mg)/buprenorphineinalaxone
detention release (mg)
Date of discharge from om dd vyyy MAT Partner Organization
treatment
Reason for discharge from Released from MAT Partner Organization
treatment incarcerattoalfacility
transferipatient requestimedically
advised (describe)/non-medically
advised/death (cause};other
(desenbe)
Date of detention release nmuddivvvv Kittitas Conaty Jail
Location to which released Other correctional Kittitas County Jail
facilitv/community
Legal status at release PretnaLpost-trial Kittitas County Jail
If released to community.Pretrial:bond citatio1L post-trial:Kittitas County Jail
fora of release "tixue served"icharges disnussed
Referral to community MAT yesino MAT Partner Organization
provider made prior to release
Appointment with Yes (mm/ddlyyyv)/no MAT Partner Organization
community MAT provider
made prior to release
Insurance Status at the time Medicaidthiedicaid eligible and MAT Partner Organization
of Release unmsured prvately
msured/Medicare/Medicaid
meligible and uninsured
Date seen by community mm/ddyyyy MAT Partner Orgazzation
MAT provider
Professional Services Agreement (rev.09/24/2018)
Page 14 of 23
Date first post-selease MAT murdd yn,(MAT Partner Organization
xescri,tica filled.
Correctional systern level data
(3Ivasured among entire correctiona1,facility pogralation drering idenrified time period)
Data Element Description Source
Deaths due to suicide i Kittitas County Jail
Deaths due to opioid *Kittitas County Jail
overdose
Incidence of contraband Non-prescribed Kittitas County Jan
drugs confiscated within buprenorplane/illicit opioids all
facility illicit dogs
Assaults #assaults on Kittitas County Jail
staffinmatesivisitor3
Disciplinaryrepotts 4.tvpe Kittitas Counti Jail
Annua1Recidivism rate Rate of people who are released Kittitas County Jan
and re-offend within a given
year.by tvpe of re-oEense (new
oEenseharole violation)
Cornmu ntry level data
(3Ieasured aurong correctional facility carcionent area over rlw identified time period;
Data Element Description Source
Annual deaths due to opioid #deaths.by gender State and Local Public
overdose among total Health
population
Armaal deaths <hte to opioid *total post-release overdose State and Local Public
overdose among individuals deaths/post-release MAT Health
released kom correctional participant deaths
setting withm 12 months
Proposed Program
Aligning with the Substance Abuse and Mental Health Services Administration
(SAMHSA),"Guidelines for Successful Transition of people with Mental and Substance
Use Disorders from Jail and Prison",the proposed comprehensive Medication Assisted
Treatmentand Substance Use Disorder (SUD)model incorporates the phases of
assessing clinical and social needs,planning for treatmentand services-both in custody
and upon release,identifying appropriate post-release interventions and coordinated
care,and coordinating individual transition plans to avoid gaps in treatmentand care
upon release.The Kittitas County Network will lead these efforts by utilizing a collective
impact model that includes shared measurement,continuous communication,and
backbone support for the collaboration.
Assessment
In order to assess the clinical needs of inmates who are pre-screened by jail staff to be
candidates for treatmentservices,they will completea full SUD Assessmentwith Merit
Resource Services.Each assessmentis a verified tool based upon industry best
practices.These services will be available on all weekdays.Urine analyses and
consent to treatmentdocumentation for SUD will be included in the assessment
process.The assessmentservices provided by Merit are in-kind and do not need to be
funded through this proposal.
Professional Services Agreement (rev.09/24/2018)
Page 15 of 23
Plan for Treatment/Intake and Induction
Individuals in need of Medication Assisted Treatmentservices,as identified either
through prescreening or the full SUD assessment will be referred to the Hub and Spoke
Navigator to completethe intake process.The Nurse Care Manager position,funded by
this proposal,will operate from within the jail and can assist with intakes in times of high
need and/or low capacity,Individualized treatmentand preliminary discharge plans are
completed in this phase along with documentation,and collection of release of
information and consent for treatmentforms.Hub and Spoke Navigator services are
provided in-kind by Comprehensive and do not need to be funded through this proposal.
Once the intake is complete,the Nurse Care Manager will work with the three MAT
provider organizations to schedule an induction appointment.The Nurse Care Manager
will also manage the medication education,dosing,distribution,and documentation in
medical records.
SUD counseling (group and individual)will be initiated by Merit Resource Services while
individuals are still in the jail and continuity will be with Merit Resource Services if the
individual is local to one of the seven Merit locations.Group and Individual Services will
be tailored to the specific needs of each individual and may include an array of identified
Evidence Based Practices.Peer support counseling included in this proposal will assist
individuals in accessing ancillary services in the jail,coordination with outside resources
while incarcerated and also once released from detention.Peer Support Services will
include follow-up upon release to assist in access of identified available resources.
Best Practices and Evidence Based Practices ensure fidelity to counseling techniques
that have been researched and identified as effective and productive.Merit staff are
well versed and experienced in multiple Best Practices and Evidence Based Practices.
Peer support services and Case Management services have been identified as
providing better outcomes with Substance Use Disorder Treatment.Behavioral and
mental health counseling will be provided by Comprehensive Healthcare.No
counseling services will be charged to this grant,
identify Required Community Programs
Preliminary discharge planning will begin during the intake process and will be adjusted
as needed and as the release date nears.In addition to the Hub and Spoke Navigator
and the jail Nurse Care Manager,the KCHN Care Coordinator,Merit Peer Support
Specialist,and HopeSource Case Manager will aid in completing a final discharge plan
that holistically addresses the individual's needs in adherence to the treatmentplan.
The Hub and Spoke Navigator,togetherwith the Nurse Care Managers from the jail and
the MAT providers will ensure the discharge plans effectively address the holistic needs
of SUD patients who are being released from jail as well as getting initial post-release
appointmentsscheduled.Referrals for ongoing MAT and counseling services and initial
appointmentswill be made based on individual discharge plans providing options of the
Network partners for local residents.Warm hand-offs utilizing the Hub and Spoke
program to any connected counseling and/or MAT treatmentproviders across the state
will be available to non-local individuals.The Network Care Coordinator will work with
Professional Services Agreement (rev.09/24/2018)
Page 16 of 23
specifically with those who are out of state residents or who have complexhealth needs
upon release.The Hub and Spoke Navigator,KCHN Care Coordinator,Merit Peer
Support Specialist,and HopeSource Case Manager services are all provided in-kind by
the partner organizations and do not need to be funded through this proposal.
Coordinate the Transition Plan
Upon release from jail,care coordination services that support adherence to treatment
plans will continue to be provided by the Hub and Spoke Navigator and the Nurse Care
Managers.Additionally,the KCHN Care Coordinator will assist or take the lead on
individuals with complex health needs,potentially enrolling them in Care Coordination
services through the community para-medicine and A-Team programs.Merit's Peer
Support Specialist will ensure that any patients continuing in Merit's treatmentprograms
have the support they need and barriers to treatmentare addressed.HopeSource's
Case Manager will ensure all people being released have transportation directly from
jail to appointments,and support in addressing their social determinants of health such
as housing,transportation,financial planning,employment support,and educational
needs upon release.A major component of maintaining positive momentum will be the
work of support staff to help individuals apply for,or be reinstated into insurance
programs (i.e.,Medicaid).
This cross-sector collaboration embodies the mission of the Kittitas County Health
Network to improve health through systems integration.Through initiatives like this,the
Network works to establish holistic approaches to addressing health and well-being
through coordinated strategies,increased communication across agencies,and
encouraging innovative strategies through cross sector education.A componentof this
is to educate all facets of our community on Opioid Use Disorder and resource for
prevention,treatment,and recovery.Educational events to inform and address stigma
associated with drug use are currently supported through the Network's RCORP
Implementationgrant.This project will leverage existing presentations and contracts
with Dr.John Asriel of Kittitas Valley Healthcare to inform jail staff on the MAT program
and the ongoing efforts to address opioid use in our community.
Anticipated Outcomes
Through implementationof a collectiveimpact model and proving warm handoffs
between agencies for needed services,it is anticipated that the proposed program will
reduce recidivism of the clients served.Furthermore,it is anticipated that the clients
served will have reduced frequency of relapse and sustained sobriety.Additionally,
through the proposed program it is anticipated that clients served will be able to have
stable housing and work towards stable employment upon release.
Sustainability
The Kittitas County Health Network and the partner organizationshave been champions
for increased access to Medication Assisted Treatmentand Substance Use Disorder
counseling in the Kittitas County Jail through the proposal for a 1/10"'of 1%sales tax to
Professional Services Agreement (rev.09/24/2018)
Page 17 of 23
support sustained treatmentbeyond the term of this grant.Additionally,through the
performance period of this grant,Kittitas County Health Network and its partners will
continue to work to find additional funding streams and work to find equitable funding
models for the needed services of this proposal.
Subcontractors
The subcontractors specifically listed in this Scope of Work as such,includinq beinq
described as subcontractors,partner organizations,or by anv other similar term,are
contemplated by the parties to have been named and expressly approved by the County
as required by provision 6 of this Personal Services Aqreement,provided that such entitles
enter into subcontracts with the Kittitas County Health Network that conform to and require
adherence to all terms and conditions of this Aqreement.
Professional Services Agreement (rev.09/24/2018)
Page 18 of 23
EXHIBIT "B"
COMPENSATION
Kittitas County Jail Medication Assisted Treatment Proposal
Kittitas County Health Network
PROPOSED 3 YEAR BUDGET FOR JAIL SERVICES
AmountTOTAL In-KindFundedbyExpenseCOSTOFJailContributio Description
SERVICES n AmountProposal
Licensed Practical Nurse (LPN),
$27.41 per hour,25%benefits.The
fulktime LPN will be responsible for
supporting intake and induction,
record keeping and documentation,
patient education,scheduling and
Nurse Care $206,856 $206,856 follow up,and medication
Manager preparation and distribution
Merit SUD
Assessments,Merit projected staff costs with
Counseling,benefits 583556 per year,
Peer Support administrative costs $8136 per year,
Specialist $282,317 $282,317 urine analysis costs $2404 per year
HopeSource
Discharge
Planning,and
Post-Release HopeSource Second Chance grant
Care amount.60 hours per week of staff
Coordination $749,900 $749,900 time.
This cost assumes about 5 hours per
week of the KCHN Care
Coordinator's time working with jail
KCHN Care clients.The cost is covered by
Coordination $16,380 $16,380 current grant funds.
Based on jail estimates of current
bookings of 5 per day (higher end of
estimate)at 1/2 capacity,we assume
10 bookings per day at full capacity
or 3650 per year.Based on jail
estimates of 70%afflicted with SUD
and assuming 50%of those
qualifying for MAT,that equals
1277.5 MAT visits per year,or about
MAT Inductions 3833 visits for the 3 year period.
and Follow Up This is a high estimate that is
(KVH,CHCW,intended to be inclusive of both
Comprehensive)$540,444 $331,500 $208,944 induction visits and follow-up visits.
Professional Services Agreement (rev.09/24/2018)
Page 19 of 23
With KVH covering 2 days per
week,CHCW covering 2 days per
week,and Comprehensivecovering
1 day a week and their respective
costs,the total cost of this service is
$540,444 for the 3 year period.
This cost assumes approximately 6
hours per week of KCHN Project
Specialist time for data collection,
analysis,and reporting;as well as
KCHN Data and regular convening of partners
Convening involved in jail services for quality
Support improvement efforts.
5%Administration costs for
subcontract monitoring and.$20,000 $20,000KCHNAdmm management.
TOTALS $1,815,897 $558,356 $1,257,541
Professional Services Agreement (rev.09/24/2018)
Page 20 of 23
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor,its Suppod and the Additional Insureds
from all claims,losses,harm,costs,liabilities,damages and expenses arising out of
personal injury (including death)or property damage that may result from performance of
the work or this Agreement,whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-,Class VII or better in the most recently published
edition of Best's Reports unless otherwise approved by the County.If an insurer is not
admitted,all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
Commercial General Liability Insurance
Coverage limits not less than:
•$5,000,000 per occurrence
•$1,000,000 per occurrence liquor liability
•$1,000,000 products &completed operations aggregate
•$1,000,000 personal and advertising injury,each offense
•Certificate Holder -Kittitas County
•The Certificate must name the County as additional insured
•Sixty (60)days written notice to the County of cancellation of the insurance
policy
Commercial Automobile Liability Insurance (if ANY use of vehicle in performance)
Automobile Liability for owned,non-owned,hired,and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if 'pollutants'are to be
transported)
•Coverage limits not less than:
•$1,000,000 combined single limit
=Thirty (30)days written notice to the County of cancellation
of the insurance policy.
Additional Coverage May Be Required:
RWorkers'Compensation
Professional Services Agreement (rev.09/24/2018)
Page 21 of 23
Workers'Compensation in amounts required by law
Stop Gap/Employers Liability
Coverage limits not less than:
•$1,000,000 each accident
•$1,000,000 disease -policy limit
•$1,000,000 disease -each employee
•Thirty (30)days written notice to the County of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability Insurance
covering professional errors and omissions.Such policy must provide the following
minimum limits:
•$1,000,000 per claim
•$2,000,000 annual aggregate
•If insurance is on a claims-made form,its retroactive date,and that of all
subsequent renewals,shall be no later than the effective date of this
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liability policy,providing coverage for
claims involving bodily injury,property damage (including loss of use of tangible
property that has not been physically injured),cleanup costs,remediation,disposal
or other handling of pollutants,including costs and expenses incurred in the
investigation,defense,or settlementof claims arising out of:
•Contractor's operations related to this project;and/or
•Remediation,abatement,repair,maintenance or other work with lead-based
paint or materials containing asbestos;and/or
•Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:
•$per claim
$annual aggregate
Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities,including buildings,equipment,grounds,etc.Such policy shall provide
the following minimum coverage:
•$per occurrence
Umbrella Coveraqe
Professional Services Agreement (rev.09/24/2018)
Page 22 of 23
Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL,Auto,Employer's Liability)and cover those insured in
the underlying policies,including additional insured.
•Amount required for this Agreement:$
Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusionsas evidence that policies providing insurance required by this
Agreement are in full force and effect.Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated,against Kittitas County for
personal injury,including death,and property damage.Contractor's insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoeverto any tools,Contractor's employee-owned tools,machinery,equipment,or
motor vehicles owned or rented by the Contractor,or the Contractor's agents,suppliers
or contractors as well as to any temporary structures,scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE:No contract shall form until and unless a copy of the Certificate of
Insurance with Endorsements/Exclusions,properly completed and in the amount
required,is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion.Alternatively,the
County may procure and maintain,at the Contractor's sole expense,insurance to the
extent deemed proper up to the amount of the required coverage(s).The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
Professional Services Agreement (rev.09/24/2018)
Page 23 of 23
BUSINESS ASSOCIATE ADDENDUM
EXHIBIT "A"TO THE CONTRACT TO WHICH IT IS ATTACHED
This Addendurn is incorporated into the contract to which this document is attached between
Kittitas County Washington on behalf of the Office or Department thereof ("Covered Entity")
and the other party or parties thereto ("Business Associate").The singular shall include the plural
and the plural the singular as required by the context.
The Business Associate acknowledges and agrees that Protected Health Information (PHI)in any
format,including electronic PHI (ePHI),can be used,shared,created,retained or transferred
only within the parameters of this document and the Department of Health and Human Services
Privacy Regulations,Code of Federal Regulations,("CFR"),Title 45,Sections 160 and 164,or
as required by law.
CFR Title 45,Sections 160 and 164 and any applicable Washington statutory law ("RCW")or
Administrative Code ("WAC")provision (Federal and State statutory or regulatory standards
applicable to this addendum are collectively referred to as "law")are by way of reference,an
integral part of this Addendum as if incorporated in full.Business Associate is charged with the
knowledge of and agrees to abide by the tenns and conditions of law.To the extent that any
applicable provision of RCW or WAC provides for or mandates any standard differing from
those of Federal law,the standard more restrictive of disclosure shall control subject to federal
preemption;this applies throughout this Addendum without regard to any further explicit
reference to RCW or WAC provisions.
This Addendum is effective upon signing of this attachment or the contract to which it is
attached,whichever is prior in time.
I.PURPOSE
The Covered Entity needs to make available and/or disclose to the Business Associate certain
PHI for management,administration,and legal responsibilities during the normal course of
business between the parties as referenced in the contract or other agreement to which this
document is attached and incorporated by reference.This document is intended to define and
incorporate but not limit the obligations of the Business Associate with regard to its use and
protection of that PHI.
IL RESPONSIBILITIESOF BUSINESS ASSOCIATE
The Business Associate hereby agrees to do the following:
A.Use and Disclosure:Use and/or disclose PHI only as pennitted or required by this
Addendum,Health Insurance Portability and AccountabilityAct (HIPAA),and the
Health InformationTechnology for Economic and Clinical Health Act (Division A,Title
XIII of the American Recovery and Reinvestment Act of 2009,Pub.Law ll 1-5,2009
HR 1)("HITECH").The Business Associate shall use and disclose PHI only if such use
or disclosure,respectively,is in compliance with each applicable requirement of 45 CFR
§164.504(e)or other law.The Business Associate is directly responsible for full
B.A.A.Attachment Page 1 of 5
compliance with the privacy provisions of law that apply to the Business Associate to the
same extent as the Covered Entity.
B.Security:Implement administrative,physical,and technical safeguards that reasonably
and appropriately protect the confidentiality,integrity,and availability of the PHI that it
creates,receives,maintains,or transmits on behalf of the Covered Entity as required by
law.The Business Associate is directly responsible for compliance with the security
provisions of HIPAA and HITECH to the same extent as the Covered Entity.
C.Improper Disclosures:Report all unauthorized or otherwise improper disclosures of PHI,
or security incident,to the Covered Entity within two (2)days of the Business
Associate's knowledge of such event.
D.Notice of Breach:Within two (2)business days of the discovery of a breach as defined at
45 CFR §164.402 notify the Covered Entity of any breach ofunsecured PHI.Notification
shall by the most rapid means reasonably possible,such as telephonic notice made
directly to an appropriate person within the covered entity and not including a voice mail
or similar message.Written notification shall follow within that two (2)period by fax and
be confirmed by direct contact with the intended recipient,and include the identification
of each individual whose unsecured PHI has been,or is reasonably believed by the
Business Associate to have been,accessed,acquired,or disclosed during such breach;a
brief description of what happened,including the date of the breach and the date of the
discovery of the breach,if known;a description of the types of unsecured PHI that were
involved in the breach (such as whether full name,social security number,date of birth,
home address,account number,diagnosis,disability code,or other types of information
were involved);any steps individuals should take to protect themselves from potential
harm resulting from the breach;a brief description of what the Business Associate is
doing to investigate the breach,to mitigate harm to individuals,and to protect against any
furtherbreaches;the contact procedures of the Business Associate for individuals to ask
questions or learn additional infonnation,which shall include a toll free number,an e-
mail address,Web site,or postal address;and any other infonnation required to be
provided to the individual by the Covered Entity pursuant to 45 CFR §164.404,as
amended.A breach shall be treated as discovered in accordance with the terms of 45 CFR
§164.410.The infonnation shall be updated promptly and provided to the Covered Entity
as requested by the Covered Entity.
E.Mitigation:Mitigate,to the extent practicable,any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of the
requirements of this Addendum or the law.
F.Agents:Ensure that any agent,including all of its employees,representatives,and
subcontractors,to whom it provides PHI received from,or created or received by
Business Associate on behalf of Covered Entity agrees to the same restrictions and
B.A.A.Attaclunent Page 2 of 5
conditions that apply through this Addendurn to Business Associate with respect to such
information.
G.Right of Access:
1.From time to time upon reasonable advance notice,or upon a reasonable
detennination by Covered Entity that Business Associate has potentially or actually
breached this Addendum,make internal practices,books,and records relating to the
use and disclosure of PHI received from,or created or received by Business Associate
on behalf of Covered Entity available to the Covered Entity,or at the request of the
Covered Entity to the Secretary of Department of Health and Human Services,for the
purpose of determining compliance with HIPAA,HITECH,and/or this Addendum.
2.From time to time upon reasonable advance notice,or upon a reasonable
determination by Covered Entity that Business Associate has potentially or actually
breached this Addendum,to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 CFR
§164.528,or to permit Covered Entity to respond to a request by an Individual for
access to PHI in accordance with 45 CFR §164.524.
H.Documentation of Disclosures:Document such disclosures of PHI and information
related to such disclosures as would be required for Covered Entity to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45
CFR §164.528.Should an individual make a request to Covered Entity for an accounting
of disclosures of his or her PHI pursuant to 45 CFR §164.528,Business Associate agrees
to promptly provide an accounting,as specified under 42 U.S.C.§17935(c)(1)and 45
CFR §164.528,of disclosures of PHI that have been made by the Business Associate
acting on behalf of the Covered Entity.The accounting shall be provided by the Business
Associate to the Covered Entity or to the individual,as directed by the Covered Entity.
I.Amendments:Make any amendments to PHI that the Covered Entity directs or agrees to
pursuant to 45 CFR §164.526 at the request of Covered Entity,within five (5)business
days of written request by Covered Entity.
J.Other:To the extent the Business Associate is to carry out one or more of the covered
entities obligations under Subpart E of 45 CFR 164,comply with the requirements of
Subpart E that apply to the covered entity in the performance of such obligations.
III.PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
A.Except as otherwise limited in this Addendum or by law,Business Associate may use
Protected Health Informationfor the proper management and administration of the
Business Associate or to carry out the legal responsibilities of the Business Associate.
The Business Associate shall limit its use and disclosure of,and requests for,PHI to the
minimum necessary as determined in accordance with 42 U.S.C.§17935(b)(l),
B.A.A.Attachment Page 3 of 5
B.Except as otherwise limited in this Addendum or by law,Business Associate may use
PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR §
164.504.(e)(2)(i)(B).
IV.TERM AND TERMINATION
A.Term:This Addendum shall become effective on the Effective Date and shall continue in
effect until all obligations of the parties have been met,unless terminated as provided
herein or by mutual agreement of the parties
B.Tennination for Cause:Upon Covered Entity's knowledge of a material breach by
Business Associate,Covered Entity may provide an opportunity for Business Associate
to cure the breach or end the violation and terminate this Addendum if Business
Associate does not cure the breach or end the violation within five (5)business days of
receipt of written notice by the Covered Entity,or immediately tenninate this Addendum
if Business Associate has breached a material term of this Addendum and cure is not
possible.
C.Other Tennination:This Addendum may be terminated by Covered Entity without cause
upon thirty (30)days prior written notice to the other party,which notice shall specify the
date of tennination.
D.Effect of Termination:Except as provided in paragraph B.of this Section,upon
tennination of this Addendum,for any reason,Business Associate shall return or destroy
all PHI received from Covered Entity,or created or received by Business Associate on
behalf of Covered Entity.This provision shall apply to PHI that is in the possession of
subcontractors or agents of Business Associate.Business Associate shall retain no copies
of the PHI.Destruction must be by means that meet or exceed the standards of law.
In the event that Business Associate determines that returning or destroying the PHI is
not feasible,Business Associate shall extend the protections of this Addendum to such
PHI and limit further disclosures of such PHI to those purposes that make return or
destruction infeasible,for so long as Business Associate maintains such PHI.Business
Associate must provide written notice of the conditions that make return or destruction
not feasible;if Covered Entity does not concur in that assessment,Business Associate
shall return or destroy the PHI within five (5)business days.
V.MISCELLANEOUS
A.Defense and Indemnification:Business Associate shall defend,indemnify and hold
hannless Covered Entity from and against all claims,liabilities,judgments,fines,
assessments,penalties,awards or other expenses,of any nature whatsoever,including
without limitation attorneys'fees,expert witness fees,and costs of investigation,
litigation,or dispute resolution,relating to or arising out of any breach of this Addendum
by Business Associate,its employees,officers,agents,or sub-contractors.This provision
B.A.A.Attachment Page 4 of 5
is supplemental to and to be interpreted and applied in a manner consistent with,any
indemnification provision of the agreement to which this Addendum is attached.
B.Reimbursement for Costs Incurred Due to Breach:Business Associate shall reimburse
Covered Entity,without limitation,for all costs of investigation,dispute resolution,
notification of individuals,the media,and the government,and expenses incurred in
responding to any audits or other investigation relating to or arising out of a breach of
unsecured PHI by the Business Associate,including mitigation.
C.Regulatory References:A reference in this Addendum to a Section in the Department of
Health and Human Services Privacy Regulations,CFR,Title 45,Sections 160 and 164
means the Section as in effect or as amended,and for which compliance is required.
D.Amendment:Changes in the law are automatically incorporated herein without need for
explicit amendment.The Parties agree this this Addendum may be amended from time to
time if otherwise necessary for Covered Entity to comply with the requirementsof the
Department of Health and Human Services Privacy Regulations,CFR,Title 45,Sections
160 and 164 and other provisions of law.
E.Notices:Whenever Covered Entity or Business Associate is required to give notice to the
other party,notice shall be in writing,posted in the US Mail,and deemed delivered after
three (3)business days except as described in IL D.,above.
F.Survival:The obligations of the Business Associate shall survive the termination of this
Addendum.
G.Interpretation:Any ambiguity in this Addendum shall be resolved in favor of a meaning
that permits Covered Entity to comply with the Department of Health and Human
Services Privacy Regulations,CFR,Title 45,Sections 160 and 164 and other provisions
of law.Any provision of the Underlying Agreement that is directly contradictory to one
or more terms of this Addendum is superseded by the terms of this Addendum to the
extent necessary for the parties'compliance with HIPAA.
KITTITAS COUNTY
HEALTH N RK
Ra nond ecutive Director
(e /!)
B.A.A.Attachment Page 5 of 5