HomeMy WebLinkAboutPSA KC Health NetworkPROFES SIONAL SERVICES AG REEMENT
This Agreemeni 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 lnsurance).
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 tbj$ is siqned, and continue
until completion of the project. Any party may terminate this Agreement by giving thirty (30)
days' notice in writing either personally delivered 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
lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), g (Taxes),
15 (Defense and lndemnity Agreement), 21 (Patent/Copyright lnfringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parlies.
Professional Services Agreement (rev . 0g 1241201 8)
Page 1 of 23
lN WITNESS WHEREOF, the parties have executed this Agreement thisortifzozt.
APPROVED:
_L&.,
K NTAS COUNry
HEALTH NETWORK
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY. WASHI NGTON
n
Vice-Chairman
ABSENT
Cory Wright, Commissioner
COUNTY OF KITTITAS
SHERIFF'S OFFICE
4* fuetA-
Clay'lVlyersi Sheriff
h Director
st:
0rilrloolz
Contractor Address:
603 S Chestnut Street.
Ellensburg, WA 98926
509-607-1 375
robin@ hea lth ierkittitas,org
www. hea lth ie rkittitas. o rg
Professional Services Agreement (rev. 09 124120 I 8)
Page 2 of 24
Clerk of the Board -4'(>\)
to Form
Deputy Attorney
County's
Kittitas Co
205 West Avenue, Suite 108
Ellensburg,,98926
By:
s
GENERAL CONDITIONS
1. Scope of Contractor's Service.g:
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. Pgdgrmance of Work:
Contractor shall perform work in accordance with, and shall compiy with, all of the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed othenruise by the County, Contractor shall perform the work in accordance
with any schedules made a parl of this Agreement.
4. Definitions:4.1 "Additional lnsureds" 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 performance of 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 *rvment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "8". Where Exhibit "8" requires payments by the County, payment shall be based
upon billings, supported unless othenrvise provided in Exhibit "8", bv 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 "8" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expen$es 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 seryice pursuant to the fee schedule set forth in Exhibit "8".
Professional Services Agreement (rev . 09 124120 1 8)
Page 3 of 23
6. Assjqnment and Subcontractinq:
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. lndeoend ent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and noihing 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 pdvileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,
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.
o rantee of Em n
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-Contractor or 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 lnternal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt 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.
Professiona I Services Agreement {r ev . A9 l24l 201 8)
Page 4 of 23
10. Reculations Reouirement
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. Righl 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
rnodifications 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 lf 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 sei forlh any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
12.5 lf 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. A912412018)
Page 5 of 23
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is deciared 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. lf the Agreement is
terminated for default, the Contractor shall not be entitled io receive any further payments
under the Agreement until all work called for has been fully performed. 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 shail 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.
lf 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 Public 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. ln 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 & lndemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, 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
lnsureds, 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. 0912412018)
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 lnsureds, appointed or elected officials, agents, or employees. lt is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
1 6. lndustrial lr:rsurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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 ice of Law:
ln 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 Courl of the State of Washington in and for the County of Kittitas. This Agreement
shall be governed by the iaw of the State of Washington.
18. Withholdinq. Pavment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor underthis 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 otherurise adjudicated.
19. Future Non-Allocation of Funds:
lf 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 Couniy 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 execuie this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
Professional Services Agreement (r ev . 09 124 120 1 8)
PageT of23
20.3
24.4
20.5
20.6
This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
The contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
The contractor is not in violation of any applicable law, orclinance or
regulation the consequence of which will or may materially affect
contractor's ability to perform its obligations under this Agreement. The
contractor is nol subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or asseis in the state of washington, or its ability to perform
its obligations under this Agreement.
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 contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to siate a material fact necessary to make the statements of fact
contained therein not misleading.
21. Patent/topvriqht lnfrinqement:
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 ihe
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. 09 124 I 20 1 8)
Page I of 23
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otheruvise 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 insofaras 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 additionaltime claimed to be additional.
22.3. Detailed Claim
The contractor shail not be entitled to claim any such additional
compensation, or extension of time, unless within thir.ty (30) days of the
completion of the portion of ihe 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 eiement 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 ltems Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
andlor its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute properly 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
per-formance 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 shail 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 lnsureds, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and
costs resulting from Contracto/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 1241 201 8)
Page 9 of 23
Except as set forlh elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the deparlment headof the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W Srh 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. Severabilitv:
lf 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 lhis
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert 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 forlh 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 ihis 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 waiver of 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. Survival:
The provisions of paragraphs 7,9, 11 , i3, 14, 15, 16, 17, 19, 19,20,21,22,23,24, 2g, gA,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
Professional Services Agreement (rev. 0912412018)
Page '10 of 23
30. N-ondiscrimination
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Emplovment
ln 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 discrirnination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the parlicular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
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 Nondiscrimi n in Services
The Contractor will not discrinrinate 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 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or 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. ftevailinq Waqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the pedormance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Deparlment of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Professional Services Agreement (rev . 09 124 120 1 8)
Page 1 1 of23
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the appiicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Deparlment of Labor and lndustries. 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 cer.tifies that it:
32.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily exciuded from covered transactions by any Federal
deparlment or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kitiitas County, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing 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 propefty, making false claims, or obstruction of justice,
32,3 ls not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (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) terminated for cause of default.
Professional Services Agreement (rev. 0912412018)
?age 12 of 23
EX lT *A"
SCOPE OF WORK
Kittitas County Health Network will provide Medication Assisted Treatment (MAT),
Substance Use Disorder (SUD) counseling and treatment services, and mental health
counseling io 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 Heaith 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 treatment services. 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, transportation and work training during discharge
planning and post-release.
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Pro{essional Services Agreement (rev. 09 1241201 8)
Page 13of23
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Data Coilection
This table provides a potential outline for evaluation metrics and data collection
)Dlla Collectiol
PottnIiill JI,tlrirsr Percent of indi'.'idu:rls sr:rcned for OLD. Percent r:f Individrr:rls di:rgtosed n'ith OLIDr Percent oi lldi';iduds offered I{Af. Percenl of lldividudr'.l,ho iruri:rte \L{Tr ,{";rrlge Leugth of Sta.r,. Percmt of iadr-"itiu:rls x,ho rerrnit ol lrl.{T at llte trlile of release to the conuuruuff. Percenl of ltdividrr:rli i{lto hl',,e ajr xpporntllrfl]r scheduled ir,ilh l couu[uuif,'trlAT
provider uher releaied. Perceat of Bttlrrtuotpltute tcipienti gilel ;r bridgi:tg srrppl'; or lrre ;criprron.r Percenl of urdi';idrurls ursured rt the tiltti ofreiers*.
r Decrel:e flrmber oldisciplinarr reoorts
Dectel.:e igcid*nce c.f ,:cruttrbau.{ drue
Itr di ti tI rt rtl L tr'*,| D t rt
Data Element Derrripdot 5 qrrrc e
DEteuriLrr Troe Pre-tr:a1-:eNtiqced Kinrtr: C cuutr Jail
Dsut eranhicr "{"se. geqder. 1ace. erlr:uctft Iiirtirai C ouur,' Jril
Drre of deretrtiLrll E[lr-,.rruL, dd i.- ','l(inrta: C ounfi hrl
RerBlr rrf (JI-. D Screeus DCirtll_e rleqiirr.'P Kir*:r f orrrrrr I:il
Rerult of OT-if) .L :,:e: :rueut OLD diagrq:i:;e,;'ur l.L{T Parlner Orsrrizrticu
Rc.rrlr ,ri'\f lT 1*e':r'rrolr \L{T retlanrrreurled tarei, r.r I lLl l T Pi?lnFr Orortriritinn
Recerring ]I-{T at ture of
& re5t
;;e.,. uo ud t-''pe ol \L{f \L{T Parlner (lr_gaqsatiou
Drre irriirted \Ltr T uu, dd .,^v*,..\Ll,T Parrrer (lr ga&atrou
Ferrur ol \LLT i:utiated \Ietha<1poe-
Lrrtp 19r:.r1pldfl * a nlo xo re "
bnore*orr:rbrae. lilt-\TI
Nl{T Partuer Orgauzatirru
Dcie cf \L{.T at tiole ot'
dircharge fltrur rrea?u*gt or
detefltiLlD relea-]e
l\Iethrclcue
(Bg) bupreuorphiue. aale.xsse
{ils)
jrl.l,T Parruer Orearuzlrsr
Dare of di;rbtu:re i0rrl urm. drl, ;11.-q,'trlAT Prtner Orgaasnliotr
Rea:oa tlr di:charee iilur
teatfie[t
Rel€nred fi'L1B
iac u csatioa. fac ilir'i
tratr5t'er'. pf, tietrt requert. nredicall'r
acltr:ed {de:cribe }. uoq-n€dicalf i
adtlred.'dEath {caure] rother
{de;cribe\
I\L{T Partner Oreaaizeiiou
Dnle of deieflriLra relea:e uu'dJ,-,-,-r,'K;flitii f flrrrrh-Jiil
Locarion io ithrth relea.,e,{0tber correctiourl
i'a ci-lir,.'c rrnulrruf,,
}lrfilrai {: olurfr JJil
Le gal statui at relea-re PreriaL. pn tt-trial Kinrras Courn Jail
If rr.lea:e<l to ccmlrairy
ioru of rclea:e
Pretrial: Lrcad citntiLrD- pLr:t-triall
''lloe :et-ied^'.'cltatge.: dr.:urilced
liittrrar C orrnr* Jai.l
ReJ'erral to cerouurruiw hI-{T
prc'.'ids nade prior lo telea:e
)'er uo NL{f Par:ner O r,saoEr ril1tr
Appoiltareut x.ith
courauait-'; \L{T pro', ider
nrade orior to releare
1-e: {rru. dd..',r-.,r). uo I!L-\T Partuer Or eaaizrtiers
Io:trrance S{anrr at rhe tee
of Release
jlledrcaid,lledrc aid eligible ancl
nau:ured pnr,'atelv
issured' lr.{edicare.&Iedic ard
inelisible and unin:ured
I!LA.T Partner 0rgaaization
Date :esa b;r conmrnit','
[,L{T orevider
nru'ddr11r.'IvIAT Fartuer Orsil;nliou
Professional Services Agreement (rev. 0912412018)
Page 14 oI 23
Date [r'it Fql.t-releate ]Li.T uu:r dil.',-ni'ILA-T Prrruer 0 rgaI:r.zit!Lrq
Co$etliLlrtdI tl taaxl li'lt'l ildl(i
L\ltosut,,d rnton .'ttnrl C<rrr'*CBr>tlrtl ldli tl t t irl*'rt nUlt'
Ditt:r flFrnPtrt Delcripdorr tource
Deathr due to lricide t;Kinitar Couro Jail
DeatLt dne lo opiaid
!11'efdo-te
lirnitr: Counf; Jarl
Iocrdeoce si c,lotl :lbaad
drrtgi ceoii:cated 11 ithir
fati lrr.,
Nol-prercrbed
brrprer:orpblre :llit rt cpirrirll. all
illicir dnrsr
Krnrtlr Ccurin Jail
A:.,aultr r l,:i:tttlt., i.n
rtar* i1x1rates.','i;rtor:
Kittitr,: C erurrr',- Jarl
Dii,: ipl iu:rr-i repcrrt.:-. n'pe liittitar Couuu Jiril
.{:u:ual Recidi';liu rare Fdte of pecple rvho tue relear'jed
ood re-oilend $'itlxl] x g!',-ed
l'eat. b-{ t-,'Fe Lii-re-tt'eo5e l,ue\\'
li.ittit;r; C ourr; Jarl
oi:'e0r role
Cowunnitt ltt,x,l dotn
n!cnttlt
Dlte Elernrrrt Derclip rion Source
.{a::ual dearh., due tn Ljpillrd
ot'e|do: e ailtlrt]-s lc1iilI
pcpulatr*u
= death';. b'r' geur{er State rrrd Lcrcal Pulrlir
Heritli
.{lrrtral deatiri gllus i6 qrpirrid
ra1'e1 d0!e ar:rose iudi';idual:
relen.,ed i out c orrecttrrnll
;ett[rg within l] ruocdtr
! tLrtJl pcil-release o','erdole
deathr. porr-relea:e IL{T
ptu-Iicipiur de"lrbi
State ,ud Locni hrbhc
Henlth
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
Treatment and Substance Use Disorder (SUD) model incorporates the phases of
assessing clinical and social needs, planning for treatment and services-both in custody
and upon release, identifying appropriate post-release interventions and coordinated
care, and coordinating individual transition plans to avoid gaps in treatment and care
upon release. The Kittitas County Network will lead these efforts by utilizing a collective
impact modelthat includes shared measurement, continuous communication, and
backbone support for the collaboration.
Assessment
ln order to assess the clinical needs of inmates who are pre-screened by jail staff to be
candidates for treatment services, they will complete a full SUD Assessment with Merit
Resource Services. Each assessment is a verified tool based upon industry best
practices. These services will be available on all weekdays. Urine analyses and
consent to treatment documentation for SUD will be included in the assessment
process. The assessment services provided by Merit are in-kind and do not need to be
funded through this proposal.
Professional Services Agreement (rev. 0912412018)
Page 15of23
Plan for Treatment/lntake and lnduction
lndividuals in need of Medication Assisted Treatment services, as identified either
through prescreening or the full SUD assessment will be referred to the Hub and Spoke
Navigator to complete the intake process. The Nurse Care Manager position, funded by
this proposal, will operate from within the jail and can assisl with intakes in times of high
need and/or low capacity. lndividuaiized treatment and preliminary discharge plans are
completed in this phase along with documentation, and collection of release of
information and consent for treatment forms. 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 lVerit locations. Group and lndividual Services will
be tailored to the specific needs of each individual and may include an array of identified
Evidence Based Practices. Peer supporl 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.
ldentify Required Community Programs
Preliminary discharge planning will begin during the intake process and will be adjusted
as needed and as the release date nears. ln 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 treatment plan.
The Hub and Spoke Navigator, together with 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
appointments scheduled. Referrals for ongoing MAT and counseling services and initial
appointments will 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 treatment providers across the state
will be available to non-local individuals. The Network Care Coordinator will work with
Professional Services Agreement lrev . 091241201 8)
Page 16 of23
specifically with those who are out of state residents or who have complex health 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 suppod 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
individuais with complex health needs, potentially enrolling them in Care Coordination
services through the community para-medicine and A-Team programs. Merit's Peer
Suppotl Specialist will ensure that any patients continuing in Merit's treatment programs
have the support they need and barriers to treatment are 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 component of 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
lmplementation grant. 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 implementation of a collective impact 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 organizations have been champions
for increased access to Medication Assisted Treatment and Substance Use Disorder
counseling in the Kittitas County Jailthrough the proposalfor a 1110"' of 1o/o sales tax to
Professional Services Agreement (r ev . 09 1241 2A ft)
Page17 of23
support sustained treatment beyond 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 additionalfunding streams and work to find equitable funding
models for the needed services of this proposal.
Subcontractors
conteqpjated bv lhe parties to have been ngned and expressly approved bv the Countv
as reauired bv provision 6 of this Personal Services Aoreemenl,.provided lhat such entities
enter into subcontracts with the Kittitas Countv Health Network that conform to and reouire
ar{haranna ln ell larrnc anrl nnndilin ns of this Anroornanf
Professional Services Agreement (rev . 09 1241201 B)
Page 1B of23
EXHIBIT ''B''
COMPENSATION
Kittitts Courrty .lnil lVledicntion Assisted Treatnrent Proposal
Kittitus Coun4, IIe{tlth Nalwork
PROPOSCD J YIAR BUDC[T FOII JAIL SIIRVICES
Expense
TOTAL
COST OF
SBRVICES
Amount
Funded by
Jail
ProDosnl
In-Kind
Contributio
n Amount
Description
Nttrse Care
i\{anager $206,856 $206,s5(r
Licensecl Plactical Nurse (LPN).
$27.41 per hour, 25% benefits. Tlre
firll'tinre LPN will be responsible lor'
supporting intake and induction,
record kecping and documentation,
patient education. scheduling and
lollow up, arrd nietlication
pleparation and distlibution
lVtelit SLJD
Assessrnents,
Counseling.
Peel Support
Specialist $28:^l r7 $281.1 I 7
lvlerit projected stall- costs with
beneflts $8i556 per year,
adrninistrative costs $8136 pel ycar.
uline analysis costs $?404 per year
FlopeSource
Dischalge
Planning, and
Post-Release
Care
Coolclination $749,900 $749.900
l'lopeSource Second Chance grant
aurourlt. 50 hours pcr week of stafI
tirrre-
I(CHN Care
Coordination $ r6,180 $ r 6,380
This cost assurnes about 5 hours per
rveeh of the KCIJN Care
Cooldinator's time wolking with jail
clients. The cost is covered by
cutrent g|ant lundS.
MAT Inductions
and Follorv Up
(KVH, Cr{CW,
Conrplehensive){4-14 $l3 l 00 $208,944
Based onjail estinrates ofcurrcnt
bookings ol 5 per day (higher end ol'
eslinrate) at l/2 capacity, we assunle
l0 bookings per day at full capacity
or 3650 per year. flased onjail
estinrates of 70o/o aiflicted witlr SUD
and assunring 50% ofthose
qualilying for lvlA't, that equals
1271 .5 MAT visits per year, or about
38i3 visits fol the I year period.
This is a high estirnate that is
intended to be inclusive oiboth
induction visits and follow-up visits.
Professional Services Agreement (rev . 09 1 24 120 1 8)
Page 19 of 23
With KVtt covei'ing 2 days pe r
rveeli. Cl-lCW covet'ing ? days per
week, and Cornprehensive covering
I day a week and their respective
costs, the total cosl of tlris service is
$540,444 fbr tlre I year period,
KCI-lN Data arrd
Convening
Support
This cost assuutes approxinrately 6
hours per wer'k o{'KCl.lN Project
Specialist tinre fbf data collection.
analysis, and reporting; as rvell as
regular convening ofl partners
involved in jail services fbr qualiry
inrprovernent efForts.
KCI-IN Adnrin $20,000 $20,000
5% Administration costs fbr
subcontract mt'lnitoring and
rnanagernellt.
$558,356TOTr\l,S $1 ,815,897
$ r,2s7,54r
Professional Services Agreement (rev. 0912412A1 8)
Page20 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 Support and the Additional lnsureds
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 Vll or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. lf 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:
Co mme ial General Liabilitv lnsurance
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
ffi Commercial Autgmobile Liabilitv lnsurarlc-g (if ANY use of vehicle in performance)
Automobile Liability forowned, non-owned, hired, and leased vehicles (MCS g0
endorsement and a CA 9946 endorsement must be attached if 'potttftants' 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.
ffiWorkers' Compensation
Professional Services Agreement (rev . A9 I 241201 8)
Page21 of 23
Additional Be
Workers'Compensation in amounts required by law
Stgp Gap/Empiovers Liabilitv
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 lnsurance
covering professional errors and omissions. Such policy must provide the following
minimum limits:. $1,000,000 per claim
' $2,000,000 annual aggregate
' lf 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 thjs
Agreement.
Pollution Liability
The Contractor shall provide a Pollution Liabiiity 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 polluiants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:r Contractor's operations related to this project; andlor. Remediation, abatement, repair, maintenance or other work with lead-based
paint or maierials containing asbestos; and/or. Transportation of hazardous matedals away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annual aggregate
Propefiv Damaqe
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:o $ per occurrence
X Umbrella Coveraqe
Professional Services Agreement {rev. 0912412018)
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.r Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions as 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
whatsoever to 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
lnsurance 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 I 24120 1 B)
Page 23 of 23
B usrNrss AssocrRrF. ADDENDUM
EXHIBIT "A" To rrm CoN'IRACT To wFIICI-I It'ts A"fTACITED
This Addcnclum is itrcorlroratetl into the contract to rvhich this docurrieut is irttachecl betrvccn
I(ittitas Counly Wasliington on belialf of tire Ofilce ol Departrrent thcrcof ("Cloverecl Enlit\,'')
atrcl the other par-ty or parties tltercto ("Businc-ss Associate"). Thc singular shall inclucle the plural
and the plural the siugr-rlar iis required by the context.
The Business Associate acknor.vledges and agrecs that Protected Ftealtir Infbnnation (PFil) in any
fbrtliit, irtclucling electrouic PHI (ePHI), can be used, sliiirecl. crcated, retaiitecl or trirnstbrrecl
orrly r.vithin tlie lraranteters of this ciocirment and the Department of Health ancl flurran Services
Plivacy Regr.rlations. Cocie of Feclcral Requlations. (''CI]R"). fitle 45. Sections 160 ancl 164, or
as reclLrilerl by larv.
CFR Title 4-5, Sectioris I 60 and 1(r-l ancl any applicable Washington statutorv [ni1, ("RCW") oi'
Aclministlalive Cocle ("WAC") provision (Federal and State statutory or regulatory stanclards
applicable to this aclclettclum ai'e collectively relelred to as "larv") are by r.vay of rei-erence, al1
integral part o1'this Adclenclirttt as if incoqroratecl in firll. Business Associate is charged rvith the
knor.vledge of and aglccs to abicle by the terms anclconditions of larv. To the extent that any
applicable provisir:u of RCW or IVAC provicles tbr or manclates any stanclarclctiltering fi'orn
those oi'Fecieral lalv" lhe stanclard more restrictive of clisclosure shall control subject to fbderal
preemption; this applies throughor.rt this Adclenclum withont regard to any firrtirer explicit
refbleuce to RCW or WAC provisions.
This Aclclenclum is el'f'ective upon signing of this attachment or the contract to r.vhici"r it is
attacherl, ,,vhichever is prior in tirne.
r. ruRP--olJ
The Covet'cd Entity uccds to urake available ancllol disclose to the Business Associate certain
PHI fbr lnal-lagelrlent, acltniuistration, arrd legal responsibilities dr.rring the nomral course oi'
business between the parlies as ref'erenced in the contract or other agreement to which this
clocument is attached ancl incorporatecl Lry reference, This docunent is intenclecl to clefine and
incotporate but not limit thc obligations of the Business Associate r,vitir regarcl to its use and
protection of that PHI.
II. RBSPONSIBILTTTBS OF BUSTNBSS ASjS_.OCIATE
Thc Busincss Associate hereby agrees to do the follor,viirg:
A. Use aud Disclosure: Usc ancl/oi'ciisclose PI-ll only as perinitted or required by this
Adclendum, Healtir Insurance Portability and Accountability Act (FIIPAA), anrl the
Health lnfounation Technology fbr Economic and Clinical Fiealth Act (Division A, Title
XIII of the Americatr Recovery ancl Reinvestment Act of 2009, Pub. Law l l l-5,2009
Fit{ 1) ("FII'fECI'1"). T'he Busiuess Associate shalluse ernd disclose PI'll only il'sucli rse
or disclosrre, respectively, is rn cornpliance with each applicable requirement of 45 CFR
"s
164.504(e) or other law. The Business Associate is directly responsible tor iirll
B. A. A. Attachmcnt Page I of -5
collllrliallce with the privacy provisirlns of lar.v that apply to thc Business Associirte to the
same cxteul as the Covcred Entity.
B. Securitv: Ittrplement aclministrative, physical, ancl teclrnical sal'eguarcls that reasouably
and appropriately protect the confidentialit-v, integrity. anci availability of the PHI that it
creates, receivcs. triailttiiirts, or transurits on behall'o1'the Covered Entity as requirecl by
lau'' The Busiticss Associate is directly i'esponsible liir corrpliance r.vith the security
provisiotrs of I-lIPAA ancl FIITECH to the same extent as the Coverccl Entity.
C. Ilrlproper Disclostttes: Repofi all unairthorized or otherlvise improper ciisclosures of pHI.
or security inciclent, to the Coverccl Entity r,vithin trvo (2) clays of the Busiuess
Associate's knorvlcclge of such cvent.
D. Noticc of Bleaclt: Within two (2) business clays of the cliscovcry oi'a bre ach as clefined at
45 CFR s\164.402 notify the Covci'ed Entity of any breach of unsecured PHL Notification
shall by the most rapicl means reasonably possible. such as telephonic notice macle
cli|cctly to arr appt'opriate persou r,vithin the covelecl entity nncl not including a voice mail
or similar rllessilgc. Written notification shall lbllor.v within that tr.vo (2) periocl by lax ancl
be coufinrrcclby direct contact rvith tlie intentled rccipienl, ancl inclucle the iclentificatiol
of each indivich-ral i.vltosc uuseci-rrecl PHI has been, or is reasonably believeclby the
Busiucss Associate to have beerr, acccssecl, acquirecl, or clisclosecl duriug such breach; a
bricf dcsclilltiolt of r,vhat happened, inclucling tlie clate of the bleach ancl the clate of the
discovery of tltc bleach, if kuown; a clescription of tl-rc types of uusecurecl Pl-ll thiitlvere
involvecl in tlie breaclr (such as lvhethcr flll name, social security number', clate oflbirth,
houre adclress, account uuutber, diagnosis, disability cocle, or other types of infbmratiou
rvere involvecl); any steps indivirir"rals shoulcl take to protcct tirernselves f}om potential
harrn resultittg fi'otn tlre breach; a brief clescription ollvliat the Busincss Associate is
cloing to investigate the breaclt, to uritigate hamr to individuals, ancl to protect against any
futther breacltes;the contact procedures of the Business Associate for inciiviciuals to ask
clttcstiotls or leartr aclditional infbmration, rvhich shall inclutle a toll ti'ee rrurnber, an e-
mail adtlress, Web site, or postal acldress; ancl any other infonlation requirecl tg bc
proviclecl to thc indivicluiil by the covered Entity pursuant to 45 cFR s\164.404, as
at]ieuclecl. A breach shallbe lreated as cliscovereclin accorclance rvith the tenns of 45 CFR
s\16'1.'+10. The inibrrttation shall be upclated promptly anclplovideclto the Coverecl Entity
as reqr-rcsted by the Covered Entity.
E' Mitisation: Mitigate, to the extent practicable, any hanlfirl effcct thaf is knowp to
Business Associate of a use or disclosure of PHI by Business Associate in violation of the
requirements of this Addendurn or the law.
F. Aqeuts: Ettsttt'e that any agent, iuch"rdurg all of its enrployecs, representatives, aucl
subcontractors, to wltom it provicles PHI received t}om, or createcior receivecl by
Br:siness Associate on behalf of Covcrecl Entity agrees to the same restrictions aucl
Il. A. A. Attachnicnt Page 2 of 5
collditiolls tirat aplrly tltroLtglt this Aclcleuclurn tri Busiucss Associate r,vith respcct tt'r such
infonlation.
G. Risht of Acccss
I , Frour titnc tcl titne uport reasollable advance uotice, or upon a reasonablc
detennination by Coveled Entity that Business Associate has potentially or actLrally
breachcci this Adclenclutn, ntake intemal practices. boolcs. ancl records relatiug to the
use aud clisclosr"rre of PHI rcceivecl ij'om, or created or received by Business Associate
orl behallolCoverccl Entity available to the Covcred Entity, or at the request of the
Covet'ecl Entity to thc Sccretary of Department o1'Health aud I-{uman Services, for tlie
pLll?ose o1'cletertlining cornlrliance r.vith HIPAA, HIT'ECI-l^ andlor this Aclclenclurn.
2. Frotl title to time upoll rL'ilsonable aclviince uotice, ot upou a reasonablc
dctertnitiation by Covered Entity that Business Associate has potcntially or actually
breached this Aclclenclunt, to permit Cor,,erecl Entity to responclto a reqi.rest by an
Incliviclual fot'an accotrnting of clisclosures oIPHI iri accoldauce 'uvith 45 CFI1
s\164.528. or to pennit Covered Entity to responclto a request by an htciiviclual for
access to PI II irr accorrlance r,vith 45 CFR $ 164.524.
H. Documerrtafit'l of Disclosures Document such cilsclosi.rres of PHI and infbnnation
rclatecl to such ilisclositres as lvoulcl be recluirecl fbr Coverecl Entity to responil to a
t'eqrtest by an Inciiviclual lbr iut accounting of clisclosures of PHI in accorclance with 45
CFR \\164.528. Shoulclan inclividual r-nalce a re(luest to Coverecl Entity fol an accountirrg
of clisclosures olhis or hcl PHI pr.rrsr:ant to 45 CFR bs 164.528, Busincss Associate agrees
to pronrptly provicle an accoLurting. as specificrl uncler 42 U. S.C. rs I 793 5(c) ( I ) ancl 45
CFR s\164.528, of disclosLu-es of PHI tltat have been rnacle by the Business Associate
acting on behalf of tlte Covclcd Entity. The accounting shall be provided by the Business
Associate to the Covered Entity or to the inclividual, as clirectecl by tlie Covered Entity.
L Atneudmetrts: lvlake nuy amendrnents to PI-ll tliat the Coverecl Entity ciirects or agrees to
pllrstrant to 45 CFR s\164.52(; at the reqrtest of Covered Entity, rvithin five (5) business
days of written lecprest by Covered Entity.
J. Other'; To the extellt the Bnsiness Associate is to cany out one 01'lnore olthe cover.ecl
entities obligations r"mcler Subpalt E of 45 CFR 164, comply r,vith the recluircrnents of
Subparl E that apply to tlte covered entity in tire perfonrance of sucit obligatiols.
III. PERIIIITTED IJS AND DISCLOST]RITS RY BT]S INBSS ASSOCIATE
A. Except as otherwise limited in this Addendr,ul or by law, Business Associate may use
Protectecl Health Inlbnnation for the proper managelncnt ancladministration of the
Business Associate or to carry out the legal responsibilities of the Business Associate.
The Busittess Assnciate sirall limit its use and disclosure of, and requests tbr, PI--ll to the
nrinirnrlm necessary as cletennined in accordance rvith 42 u.s.c. g 17935(bX l ),
B. A. A. Attachnient Page 3 of 5
B. Except as otlterlvise limited in this Aclclenclutn ol by Ialv, Busirress Associate uri]y Llsc
PHI to provicle Datn Aggrcgation services to Coverecl Entity as pcrmittecl by a5 CIrR g
I 64.50a.(e)(2 XiXB).
IV. TERNI AND T INATION
A. Term: Tiris Addenclr-un sltall becomc eflective on the Etiective Date ancl shall continue in
effect inttilallobli-qations of the parties have beeu nret, unless terminated as plovidecl
herein or by mutual agreemeut of thc parties
B" Terntirtation ibr Carrsc: Upon Coveletl Eutit.v-'s linori ledge ola nratc.rial breach by
Business Associate, Coverecl Entity may pror,'icle au opportunity for Business Associate
to cttre thc breach or eud the violatiou anciterrniuiite this Acldendum if Business
Associatc clocs not cure tlre bleach or encl the violatiou lvitliin five (5) business days of
receipt o{'lvritten uotice by the Covered Entity, or imurediatcly tenitinate this Adclenclum
if BLtsiness Associate has brcached a uraterial temr o1'tliis AddendLrm auclcurc is not
possible.
C. Other Tcnlination: T'his Aclclenclum may be tennin:rted by Covered Entity r.r,ithout cause
Lrpon thifiy (30) days plior rvlitteu notice to the other palty, which notice shall specily tlic
clate of'termination.
D. Ettbct of Termination: Except as proviclecl in paragrapir B. of this Section, r"rpou
teunittatiott of this Aclcleudunt, for any reilsou. Business Associate shail retum or destroy
all PFII received fi'om Covcred Entity, or crcated or receivecl by Business Associate on
behalf of Coverecl Entity. This provision shall alrply to PFII tliat is in the possession of
subcotttractors or agents o{'Business Associatc. Br-rsiness Associate shall retain no copies
of the PHl. Destrttction tnust be by means that rneet or exceerl tlic standarcls of law.
In the event that Bitsiiiess Associate detcnnines that returniug or dcstroyirig the PHi is
not f'easible, Business Associate sliallexteucl the lrrotections of this Aclclencir"un to such
PHi and lirnit further disclosures of such PIJl to those purposes that make retum or
clcstructiotr inlbasible, for so long as Business Associate maintains sucl"r PHL Business
Associate tnust provicle lvritten notice of tlie conditions tliat rnake retum or destructiop
not f-easible: if Covcred Entity does not coucur in that assesslnellt. Br.rsiness Associate
shall retum or clestroy the PI-II within five (5)business days.
NTISCELLANEOUS
A. Defbnse and indemlitlcation: Business Associate shall cleti:ncl, indemnify and hold
Itannless Covct'ccl Entity fiom arrcl against all clainrs, liabilitics, jr.rdgments, tines,
assessnlellts, peuiilties, awatcis or other expenscs, of any nafllte whatsoever, incluciing
rvitliotrt limitation tittorncys' fees, expert rvitness fees, iiuci costs of investigation,
litigation, ol ciispLrte resolution, relating to or arising out of any bleach olthis Aclclendurn
by Business Associate, its employees, officers, agents, or sub-contractors. This provision
v
B. A. A. Atfachnrent Pa-ee 4 of 5
is sttpplernental to and to be interpreted and applied in a lnanner consistent with, any
indernnification provision of the agreenrent to which this Addenrjurn is attacheci.
B : Business Associate shall re irnburse
Covered Entity, without limitation, lbr all costs of investigation, dispute resolution,
notillcation of individuals, the medin, and tlie government, and expenscs incurred in
responding to any audits or other investigatiolr relating to or arising out of a breach of
unsecured Pltl by rhe ilusiness Associate, including uritigation.
C^ R-egulator:v Referqncl:s: A refcrcnce in this Addendum to a Section in the Deparnuent of
Health and Human Services Privacy ltegulations. CFR, Title 45, Sections 160 and 164
msalls the Section as in el'f'ect or as amended, and for which cornpliance is requilecl.
D' Arlendment: Changes in the law are automaticnlly incorporated herein without need f"or
explicit amendmcnt, The Parties agtee this this Addendum may be anrended fiorn time to
tirne if otherwise necessary fbr Covered Entity ro comply with the requirements of the
Department of Health and Fluman Services Privacy Regulations, CFR, Title 45, Scctions
160 and 164 and olhe r provisions of law,
E. Notices: Whenevel Covered Entify or Business Assosiate is required to give notice to the
other party, notice shall be in rvriting, posted in the US Mail, ancl deemed dclivered atter
three (3) business days except as described in ll. D., above.
F. SurYival: The obligations of thc Business Associate shall survive thc termination of this
Addeudum.
G' Intsrpretation; Any anrbiguity in this Addendunr shall be resolved in favor.of a rleaning
that perrnits Covered Entity to comply with the Department of Health ancl Human
Services Privacy Regulations, CFR, Title 45, Sections 160 and 164 aud other pr.ovisions
of law' Any provision of the Underlying Agreement that is directly contraclictory to one
or more tenns of this Addendurn is superseded by the terms of this Addendum to the
extent necessary for the parties' compliance with HIpAA-
KITTITAS COUNTY
IIEALTH NETWORK
Director
0i
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