HomeMy WebLinkAboutSigned Amendment Between Kittitas Co and Ellensburg Family MedicineThis Agreement, eflective as of the date signed below, is made by and between Kittitascounty (hereinafter'the county") and Ellerisuurg rimiry nr"o]iin" onA c"mp..-ciii*.t("contractor"). The county and conkactor agree as foilows:
Il':11h9 existing Agreement, previously entered between the parties on December 7th2021' shall be modified as ariowed byiection rz ttwervei oit[rt agreement. The '
purpose of this Modification is to allow for a nurse to be hired to heip *itn
"ouei.g" "tthe jail due to the inorease of services and increas. tn" t"i.irrount paid to theContractor'..Hiring a nurse t-o help with coverage at the jail will allow the Contractor toprovide additional services for the jail (see beliw ror
"oiitionai services that would beadded), The totar cost to the contiactor wilr.incre".rfr;;;;greater than 9100,000annually to no greater than $235,000 annually, reflecting an es'timated cost of the
-'
additionatpersonnet and services of 9135,00b, fnis *ifiU" p.iO from tne s#*'irno.Scope of work:
1. Distribute medicine to rhe inmates at their designated times2. Chart review and audit3. Triage of any acute needs4. Records requests and reviews
5. Assistance-with intplementation of the elechonio medical records svstemo. provide in-facirity tab draws (also done uy "tneisiatri;;'ffi;;lfii{;i' These services can be done in thd jait with no r."oii-il*liirt
inmate to KVHii. pricing is subsrantialry rower than KVH (see attached price
comparison)7' Provide in'facility X-ray services.(,alll gglq U1l other staff from their offioe)i. Conlractor will contract with FASTEX, i local r r.ry
"ornpany out ofYakima
ii' IASTEX can.perform images in the jail with no need to transportinmate to KVH
iii. Pricing is substantialry lower than KVH imaging center (see
attached price comparison)
Compensation:
1' Provide nursing.services at tfre jail an average of 25 hours/week,a, Hours will be 0730-10'30 and return td tne lait af 1400-1600b. On callJail needs betvireen 1030 and 1400i' This should coVer two - medication distribution ovents daily andpreparation for sick calt for the following day in aOOition io 'some
WITNESS WHFREOF, the parties have executed this Agreement this ffl"V oruL-2022.
Ellensburg Family Medicine
100 W 3'd Ave.
sburg WA
APPROVED
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY,Ellensburg WA 98926
ABSENT
(
(Date
ATTEST:
1
h, Executive Director
rllrti rr
rilr
County of Kittitas, Sheriffs Office
Clay
I,
..dcre*< or the Board- Julie Kjorsvik
tr Deputy Clerk of the Board- Mandy Bu
of rd
to Form:
I 4
D. R. Mitchell,#22877
Deputy
chholz
Attcrney
3
COUNTY JAIL
This Agreement, effective as of the date signed below, is made by and between Kittitascgunty (hereinafter'the County") and Ellerisuurg ramity nlleoicine DBA comfasroirect("Contractor"). The County and Contractor agree as follows:
Il'llhq existing Ag.reement,.previously entered between the parties on December 7rh,2021, shall be modified as allowed by section 12 (twelve) oithat agreement. Theptlrpose of this Modification is to allow for a nurse to be hired to he'ip witfr coveiage atthe jail due to the inorease of services and increase tne totaiamount paid to theConhactor'. Hiring a nurse to help with coverage at the jail will allow the Contractor toprovide additional services for the jail (see belJw for additional services tnat wouiO oeadded). The total cosl to the Contiactor will increase from no greater than 9100,000annually to no greater than $235,000 annually, reflectjng an esitimated cost of theadditional personnel and services of 9135,00b, fnis wiiiUe paid from the same'funO.Scope of work:
1. Distribute medicine to the inmates at their designated times2. Chart review and audit
3. Triage of any acute needs4. Records requests and reviews5' Assistance-with implementation of the elechonio medical records system6. Provide in-facility lab draws (also done by other staff from their offtieti. These services can bi done in the lait with no n*uo to ir.nrpoh
inmate to KVHii. pricing is substantially lower than KVH (see attached price
comparison)
7' Provide in'facility X-ray services.(alg9 99ry by other staff from their office)i' Conlractor will contract with FASTEX, a local * rry.orpany out ofYakimaii' FASTEX can perform images in the jail with no need to transportinmate to KVH
iii. Pricing is substantially lower than KVH imaging center (see
attached price comparison)
Compensation:
1. Provide nursing.services at tfre jail an average of 2s hours/week,a, Hours will be 0730-10'30 and return titne jail at 1400-1600b. On calljail needs betr4reen 1030 and 1400i. This should coVer two - medication distribution events daily andpreparation for sick callfor the following day in add1ion to some
Page 1
lN wTNEss WHEREOF, the parties have executed this Agreement this ll*l", o,,l'luluu .zozz.rr-.
Ellensburg Family Medicine
100 W 3'dAve,
WA
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY,Ellensburg WA 98926
ABSENT
Vice-Chai rrnan
f
(Date
ATTEST:
]
Executive Director
t llil
I
ner
County of Kittitas, Sheriffs Office
Clay
a,
of rd
to Form:
By:4
D. R. Mitchell,BA#22877..dctert ot the Board- Julie Kjorsvik
n Deputy Clerk of the Board- Mand
I
Deputy
y Buchholz
Attorney
PROFES$IONAL SE RVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the Gounty")
and Ellensburg Family Medicine (hereinafter "Contractof'). 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 this agreement is signed.
Any party may terminate this Agreement by giving thirty (30) days' no[ice in writing either
personally delivered or mailed postage-prepaid by certified mail, retum receipt requested,
to the party's last known address for the purposes of giving notice under this paragiaph.
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 (PatenVCopyright lnfringement) and 24
(Confidentiality), are totally and fully part of this Agreement-and have been mutuaily
negotiated by the parties.
Professional Services Agreement (Form rev. 09lZ4lZ01B)
Page 1 of21
lN WTNESS WHEREOF, the parties have executed this Agreement this Yd.,
of YX-L,', ZOZI.
Ellensburg Family Medicine COUNTYOF
natory
/
Print Name
Contractor Address:
Ellensburg Family Medicine
2156 Payne Rd.
Ellensburg, WA 98926
Contractor Contact:
Zach Deffinbaugh
Professional Services Agreement (Form rev- 0912412018)
Page2 of 21
COUNTYOF KITTITAS
SHERIFF'S OFFICE
PL* rtte et
Clay Myfis, Sherff
of Board- Julie Kjorsvik
Deputy Clerk of the Board- Mandy
APPROVEDAS TO FORM
tF ,lr'"tto1"y
Douglas R.
Deputy Prosecuting Attorney
Gounty's Address:
Kittitas County
205 West 5rh Avenue, Suite 108
Ellensburg, WA 98962
Project Contact:
Steve Panattoni, Superintendent
509-962-7527
!lllilrft
'{
:
-J
Ii'
^-\ -r\,'Ft .----.'.1 . ,l !"
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tlli
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractoragrees to provide to the County services and any materials setforth 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. Allwork shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance
with any schedules made a part 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: Conkactor'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. Accountino and Pavment for Contractor Services:
Payment to the Conhactor 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 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 "8" or approved in writing in
advance by the Kittitas County Board of Commissioners, the Gounty 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 Conkactor, 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 (Form rev. 0912412018)
Page 3 of 21
6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior wriften approval of the County.
7. lndependent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
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 "8" 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, indemnifiT and hold harmless the County, its Additional lnsureds,
offlcers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setofb, attomeys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Emplovment:
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.
L 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 indemniff
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
Professional Services Agreement (Form rev. 09l24fZC1B)
Page 4 of 21
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
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.
1 1, 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 Gounty 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 ol or the tlme 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
Professional Services Agreement (Form rev. 09124/2018)
Page 5 of 21
Notwithstanding any dispute or delay in aniving 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 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to cornpensation associated with changing the Work, such as
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 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. lf 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 performed. Any extra cost or
damage to the County resulting from such default(s) shallbe deducted from any money due
or coming due to the Contractot. The Contractor shall bear any extra expenses incured 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 profiton 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 conkact by the
Coun$.
15. Defense & lndemnity Agreement:
The Contractor agrees to and shall defend, indemnifo 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
Professional Services Agreement (Form rev. 0SE4nC18l
Page 6 of21
person or persons and on account of damage to property including loss of use ihereof,
whether such injury to persons or damage to property is due to the negligence of the
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 iounty,
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.
16. lndustrial lnsurance 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 lndustiial lnsurance Act,
for injuries to its employees and agrees that the obligations to indemnifi, 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:
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 Court of the State of Washington in and for the County of Kittitas. This Agreement
shallbe govemed by the law of the State of Washington.
1 8. Withholdins Pavment:
ln 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-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 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 authorlty 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
Professional Services Agreemenl (Form rev. 0glZ4lZOlB)
Page 7 of21
20.3
24.4
20.5
20.6
obligations of the Contractor under this Agreement in accordance with its
terms,
This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Coniractor.
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, 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 judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets 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 pursuani 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 state a material fact necessary to make the statements of fact
contained therein not misleading.
21 . PatenVCopyrioht lnfrinqement:
Contractorwilldefend and indemniff the County from any claimed action, cause ordemand
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 Contractorwill pay those
costs and damages aftributable 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 sha ll be notified promptly in writing by Cou nty 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 Coun$.
22. Disputes:
22.1 Qe!9ral
Differences between the Contractor and the Coun$, 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 mafters 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
Professional Services Agreement (Form rev. 09/242018)
Page 8 of 21
stated, the records, orders, instructions, and decisions of the Kittitas county
Commissioners shall be finaland conclusive.
22.2 Notice of PotentialClaims
The Contractor shall not be entitled to additional compensation which
othenruise 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 occurence, unless
the Contractor has given the County a written Notice of PotentialClaim 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
materialused, and allcosts and additionaltime 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. Ownershio of ltems 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-Gontractors, and their employees shall maintain the
confidentiatity 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 lnsureds, 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,
Professional Seruices Agreement (Form rev. }g/24nCirg)
Page I of21
25. Notice:
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 5rh 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 this
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 forth 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 Contracto/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.
27.5 This Agreement will be automatically renewed yearly for a period of one
additional year unless either party gives 120 calendar days advanced
notice of its indication not to renew. The rate of compensation shall
increase by the same amount as the Consumer Price lndex (CPl) or five
(5) percent annually, which is ever is less, The rate of compensation shall
not be decreased by any decrease in the CPl.
Professional Services Agreement (Form rev. Ogl24n0lg)
Page 10 of21
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, 13, 14, 1S, 16, 17, 18, 19, 20,21,22,Zg,24,Zg,gO,
31, and 32 shallsurvive, notwithstanding the termination or invalidity of this Agreement for
any reason.
30. Nondiscrimination:
30.1 The County is an equalopportunity employer.
30.2 NondiscriminationinEmplovment
ln the performance of this Agreement, the Gontractorwillnot
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
maritalstatus, 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 particurar
disability prevents the proper performance of the particular 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, nationalorigin, sex, sexualorientation,
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
fullcompliance with local, state and federal laws prohibiting discrimination
in employment.
30.3
30,4
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 odgin, sex, sexual orientation, maritalstatus, age or
the presence of any sensory, mental or physical handicap.
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
Professional Services Agreement (Form rev. 0924/20'18)
Page 11 of21
as may be required to ensure full compliance with the provisions in the
immediately preceding paragraphs herein.
31. Prevailinq Wage:
Contracior shall pay the prevailing rate of wages to allworkers, 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 lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
Contractor is responsible for obtaining and completing all required government forrns
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 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 Certifi cation:
The Contractor certifies that it:32J ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or 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 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 property, 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.
3?.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 Agreemenl (Form rev. 0912412018)
Page 12 of21
EX lT "A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following:
Provide on-site medical care to the inmate population within the Kittitas County Jail (KCJ)
that appropriately approximates the care offered to citizens in the local community up to
five (5) days per week, not to exceed twenty (20) hours.
Provide fully qualified professional healthcare staff to deliver healthcare services under
this contract.
Provide on-call service from a Qualified Healthcare Professional (QHCP) - i.e. the
Physician's Assistant / Nurse Practitioner to the facility on a 24 hours per day, seven days
perweek, 365 days peryear basis.
Set up meetings between the Contractor and the Kittitas County Jail to discuss all inmates
with ongoing serious healthcare issues. Cases of significance will be given special
attention in the transition to avoid interruptions in appropriate care.
Develop a written, individualized treatment plan for inmates requiring close medical care or
supervision (e.9. those inmates with chronic or convalescent care, suicidal tendencies or
a history of seizures, etc.) The treatment plan will include directions to healthcare and other
personnel in care and supervision of the patient, as well as any required pharmacological
support.
Perform an inventory, with the KGJ staff, of all existing equipment and supplies
immediately upon takeover of contractresponsibilities.
Review current and prior medical problems; screen for mental illness, dental issues,
sexually transmitted disease, tuberculosis, drug and alcohol use and many other
conditions found in the general public as well as those more prevalent in correctional
healthcare.
Strictly adhere to Nursing and Care protocols apprcpriate to correctionalfacilities and
inmate populations.
Obtain, at Contractor's own expense, all licenses and/or certifications necessary to render
medical and health services within the Kiftiias County Jail. Contractor will ensure that all its
employees rendering services possess all licenses and/or certiflcations necessary to
render medical services within the jail.
Professional Services Agreement (Form rev. 09/2412018)
Page 13 of21
lntake screening daily and official medical intake on appropriate inmates after72 hours,
perform TB testing and urine drug tox screening (KCJ to provide urine cups) in
accordance with intake protocol. Hep A or other laboratory testing can be facilitated as
needed.
Review initial medical and mental health screenings conducted in the Booking/lntake
area by health trained KCJ staff, including Mental Health Questionnaire (including
suicidal assessment) and the Health History Screening. Appropriate action will be taken
to verifiy prescription medications, consult with the inmate's private healthcare provider
and address immediate problems of newly admitted inmates to the KCJ. Contractor
staff will be available on a 24ft on call basis for review of screenings in the event that
an inmate presents with a medical problem, to determine if the inmate should be
accepted into KCJ or referred to another appropriate healthcare service provider.
The initialscreening will include, but is not limited to:
r Medical history of current and prior illness and health problems including
mental health, dental, communicable and chronic diseases;. Drug/alcohol use; including types, methods, amounts, frequency, date/time of
last use, and history of problems related to stoppage;. Current medications;. Body deformities including scars, marks and tattoos, and assessment of the
ability to perform activities of daily living and status of ambulation;. Condition of skin including trauma markings, bruises, lesions, jaundice, rashes,
infestations, discharge, needle marks or other indications of drug abuse;. Behavior, including state of consciousness, m e n t a I status, appearance,
conduct, tremors, and sweating,. History of suicidal ideation, tendency or attempts;
Based on the information gathered, Contractor will make recommendations that may
include, but are not limited to:
. Referral to an emergency healthcare facility;. Placement in the general inmate population and referralto the normally scheduled
healthcare services at the jail facility;. Placement in isolation;. Placement in observation area (awaiting psychiatric evaluation);
Professional Services Agreement (Form rev. 091?412018)
Page 14 of21
Perform a PPD on each inmate when medically appropriate, unless medically
contraindicated. The TB test will be read by an appropriately trained QHCP and
recorded in the inmate's medical record. Any inmate with positive skin-test reactions
or with a history of positive reactions or who is symptomatic will be given a chest x-
ray within 96-hours of skin test reading or identiflcation of history or ofsymptoms.
Perform TB testing for each staff member working in the Kittitas County Jail once a
year.
Complete health appraisal physical examinations of all newly arriving inmates within
14 calendardays of arrivalat KCJ. Health appraisalphysicalexaminationswillinclude
but are not limited to:
. Review of the screening/intake forms by medical and mental health staff;r Recording of vital signs, height, weight, etc.;. Complete medical history and physical examination;. Mental Health screening;. Dental screening;r Msion and Hearing screening,. Blood sampling for screening and urine sampling as needed;r lnitiation of therapeutic measures when appropriate;. Other tests and examinations as indicated;. Proper signatures, co-signatures, dates and times.
Health appraisal physical examinations of female inmates will include the following
additional assessments :
lnquiry about menstrualcycle and menstrual bleeding including abnormalities,
current use of contraceptives, presence of an lUD, breast masses and nipple
discharge, and possible pregnancy.
Any abnormal results of the health appraisal examination will be reviewed by the
physician for appropriate disposition.
Perform an annual examination for all inmates remaining at the Kittitas County Jail
for over a one-year period. This examination will occur as close as possible tb tne
365th day of detention.
Perform a physical examination on each inmate working in the kitchen before he/she
can begin work for food service or in an inmate trustee position.
Provide procedural guidance, initialdirection and periodic inspection and evaluation
of the administration of medication activities performed by non-medical personnel
Professional Services Agreement (Form rev. 0984/2018)
Page 15 of21
a
within KCJ.
Provide designated members of the KCJ staff with training for administering
medications, including recognition of response to drug reactions and unanticipated
side effects. Contractor will be on premises at the KCJ on a periodic schedule and
will be available by telephone if circumstances require such response.
Conduct Sick Call Clinic on a regular basis for inmates desiring or needing medical
attention. Clinic will be conducted as directed by the doctor that is hired and in
accordance with State of Washington standards.
All inmates requesting care will receive a response on the next scheduled QHCP visit.
Physician or Mid-level provider (PA/NP) sick callwill be conducted weekly on a regularly
scheduled basis.
Respond immediately to healthcare emergencies that occur in the KCJ when requested
by KCJ staff. A Physician/PA/NP will be on-call to the KCJ on a twenty-four (24) hour,
seven (7) day a week basis to aid in the determination of whether or not an inmate
requires transfer to the nearest hospital facility.
Coordinate with a local hospital for routine outpatienUinpatient services to meet the
healthcare requirements of inmates at the KCJ that cannot be provided within the facility
but will not be financially responsible for the cost of such care. Contractor will work closely
with the KCJ staff to keep off-premises inmate healthcare visits at as low a level as
possible. ln every case possible Contractor will utilize telephone consultations, in-house
evaluations, and other available methods to identify and address health issues before
they become critical. ln criticalcare situations, the Contractor, when on-site, willtriage the
patient whenever possible before activating emergency medical transport. ln the event
that an inmate must be hospitalized, Contractor will follow the course of the admitted
inmate, communicate with the attending physician and nurses and return the inmate to
the KCJ as soon as practical.
Make referral arrangements with other medical specialists for treatment of those inmates
with medical problems that extend beyond the scope of services provided onsite,
including special laboratory tests, x-rays and other ancillary services.
Develop and implement a program forthe care of chronic-care inmates. The chronic care
provided will entail the development of an individual treatment plan by the responsible
physician specifiTing instructions on diet, medication, and diagnostic testing. Chronic care
inmates will be provided a review by a physician minimally every three (3) months and at
greater frequency when medically indicated.
Professional Services Agreement (Form rev. 0912412018)
Page 16 of21
Review all medical records of inmates prior to their scheduled transfer from KCJ for
expiration of sentence and, if necessary, will refer to the appropriate community medical
facility at no cost to the County. A medical record review will also be conducted for
inmates who are released for reasons other than expiration of sentence. Records
reviewed in all instances described above will be stamped with the following information:
Date; ReferralMade; By and To Whom; Signature ofReviewer.
All records will be reviewed no later than 96 hours after date/time released.
Develop a procedure for obtaining and sending pertinent medical information to and
from emergency facilities and outside specialty consultants and for inmates that are
transferred to other detention facilities. These procedures will comply with all applicabte
Federal and State privacy laws with respect to sending and receipt of medical information.
Ensure that accurate, comprehensive, legible up-to-date medical information is
maintained on each inmate under its care, All medical records will be considered
confidential. Procedures will be instituted for the receipt and filing of all reports and
documentation from outside consultations, emergency room visits, and inpatient
hospitalizations. The Contractorwill maintain current medical records on all KCJ inmates
and necessary medical records will accompany the inmates to all medical consultation,
appointments and sick calls. Copies of medical records or a summary of medical records
will be forwarded with the inmate when transferred to another facility. Contractor will
release medical records only as required by KCJ procedures and all applicable Federal,
State and Local law(s). Conhactor will sign and adhere to the provisions of the Business
Associate Agreement attached hereto and incorporated by reference as a component of
com pliance with confi dentiality standards.
Comply with the KCJ health services policies, procedures, and medical protocols
approved by the Jail Superintendent. As required, Contractor will facilitate the
development and implementation of new and revised policies, procedures, and medical
protocols. As requested, Contractor will also assist in the development and refinement of
current policies. Comply with and complete required CJIS Security Awareness Training.
Meet with Jail Superintendent or his designee to discuss healthcare on a monthly basis.
Submit statistical reports to KCJ by the 15th of each month. This reportwill include month
and year-to-date figures for the following areas: intake screenings, physicals, emergency
room visits, hospitalizations, inmates released prior to physical, Hlv, PPo, RFR, VORL
tests administered and positive status of same.
Professional Services Agreement (Form rev. 0912412018l;
Page 17 of21
Establish a formulary for the pharmaceuticals used to treat the most common conditions.
Provide the County with Contractor's standard Medical Policies and Procedures Manual.
Any needed changes to this manual will be incorporated at the start of this Agreement.
The Medical Policies and Procedures Manualwill be reviewed periodically in cooperation
with the Jail Superintendent, and any needed changes incorporated into themanual.
Contractor will not provide acute & chronic psychiatric care including medication
management unless the psychiatric medication is used for a non-psychiatric medical
reason.
Professional Services Agreement (Form rev. 0924/2018)
Page 18 of21
EXHIBIT "B"
COMPENSATION
As full compensation for satisfactory performance of the work described in Exhibit'A",
including but not limited to onsite medical care up to five (5)days per week, not to exceed
20 hours per week, and on-call medical service on a24 hours per day, seven days per week,
365 days per year basis. The Coun$ shall pay Contractor compensation not to exceed
$100,000.00 annually or $8,333.34 per month.
The above described compensation does not include the following costs, to be determined
by agreement of the County and Contractor:
. X-ray services not to exceed Medicaid rates.. lf labs are drawn by Contractor and are not acute in nature, fees will be assessed
by using Contractods reference Laboratory (LabCorp) current patient fee schedule
not to exceed Medicaid rates.. Other supplies not provided by the County will be provided at cost plus 15%.r Visits made at Contractods facilities.
lnvoices from Contractor for services rendered under this Agreement shall be sent to the
following:
By Mail:
Or e-mail
Kittitas County Sheriffs Office
Attn: Accounts Payable
307 W Umptanum Rd.
Ellensburg, WA 98926
_shfi scal@co, kittitas.wa, us
Professional Services Agreement (Form rev. 09l24nC1,8l
Page 19 of21
EXHIBIT "C''
PROOF OF INSURANGE
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 shallbe 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 othenruise 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:
ffi Commercial General Liabilitv lnsurance
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 personal and advertising injury, each offenser 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 Automobile Liabilitv lnsurance (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 musl be attached if pol/utants' 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.
X Professional Liability (Medical Malpractice)
The Contractor 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. $2,000,000annualaggregate
Professional Services Agreement (Form rev. 0S/2412018)
Page 20 of21
I 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 this
Agreement.
X Workers'Compensation in amounts required by law.
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. Gontractor'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 renied by the Contractor, or the Contractor's agents, suppliers
or contractors.
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 Contracior 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
Gounty 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 (Form rev. 0512412018)
Page21 of 21
Additianal Be
BusrNEss Assocrlre Annsunuu
EXHIBIT "D" To rHe ComRAcr ro wHICH IT ts ATTACHET)
This Addendunr is incorporated into the contr$ct to r.vhish this docurnent is attached betrveen
Kinitas County Washington on behallof the Ottlce or Dcpaftrnent thereof ('.Covered Entity")
and the other party or parties thereto ("Busirress Associate"). The singular shall include ths plural
and tl,e plural the singular as requited by tlre context.
The Business .A,ssociate acknorvledges and agrees that Protected Health lnfbnnation (PIII) in any
fonuat, including electronic PI-II (ePLII), can be used, sh*red, created. retained or transferred
only r,vithin the parameters of this document aud the Departmerrt of Health and ['luman Services
Privacy Regulations, Code of Federal Regulations, ("CFR"). Title 45, Sections 160 and 164. or
as required by larv.
CFR Title 45, Sections 160 and 164 and any applicable Washington stahrtory lar,r'{"RCW") or
Adnrinish'ative Code ("WAC") provision (Federal and State stahrtory or regulatory staridards
applicable to this addendum are collectively refened to as "liuv") are b,v ivay of relbrencc, an
integralplrt of this Addendurn as if incorporated in lull. Business Associate is charged r.vith the
knorvledge of and agrees to abide by the temrs and conditiorrs of larv. To thc extent that any
applicable pruvision of RCW or WAC provides for or mandates any standard diftbring from
those of Fetleral law, the standard rnore restrictive oldisclrrsure shall control subject to federal
preernption; this applies throughout this Addendum rvithout regard to any fiurher explicit
reference to RCW or WAC provisions.
l'his Addendum is effective upon signing of this attachment or the contract to rvhich it is
attachsd, whichever is prior in time.
r. PURPOSq
The Covered Entity needs to make available nnd/or disclose to the Business Associate ceftain
PHI for manergernent, administration, and legal responsibilities during the normal course of
business between tlre palties as referenced in the contract or other agreenrent to r,r'hich this
document is attached antl incorporated by refbrence. This document is intendecl to det-urc and
incorporate but not lirnit the obligations of the Business Associate lviLh regnrd to its use and
protection of that PHI.
II. RESPONS.IBILITIES OF BUSINBSS ASSOCIATE
The Business Associate hereby agrees to do the tbllolving:
A. Use and D_is*o-Sure: Use and/or disclose PHi only as permitted or required by this
Addcndum, Health lnsurance Ponabiliry and Accountabilrty Act (HIPAA), and the
llealth Infonnation Technology for Economic and Clinical Health Act (Division A, Title
XIll of the American Recovery and Reinveshnent Act of 2009, Pub. Lalv I I l-5, 2009
HR l) ("rllTECFl").The Business Associate shall use and disclose PHI only if sLrch use
or disclosure, respectively, is in compliance with each applicable requirement of 45 CFIt
is164.504(e) or other law. The Business Associate is directly responsible for ftill
B. A. A. Attachment Page I of 5
con]|')liiiltce lvith the privacy provisions of law that apply to the BLrsiness Associatc- to the
same extent as the Covered Entity.
B. Security: Irrrplemcnt administrative. physical, and technical safeguards that reasonably
and appropriately protect the cont'ideritiality, integrity, and availability of the PLII that it
creates, receives, tnaintains, or transnrits on behalf of the Covered Entity as required by
larv. The Business Associate is directly responsible tbr cornpliance r,vith the security
provisions of HIPAA and I-IITECH to the sarne extent as the Covered Entiry.
C. lmproper Disclosures: Report all unauthorized or otherwise improper disclosures of PI{I,
or security incidcnt, to the Covered Entiry within tr.vo (2) days of the Business
Associate's knou'ledge of such event.
D. Notice of Breach: Within trvo [2) business days of the discovery of a breach ns defined at
45 CFR s\164.40? notily the Covered Entity of any breach of unsecurctl PHI. Notification
shall by tlte most rapid nreans reasonably possible, such as telephonic notice made
directly to an appropriate person rvithin the covered entity and not including a voice mail
or similar message. Writtett notification shall follow rvithirr that tir o (2) period by fax and
be continrted by direct contact lvith the interrded recipient, and include the identiflcation
of each individual whose unsecured PHI has been. or is reasonably believed by the
Business Associate to have been, accessed, acquired, or disclosed durirrg such breach; a
brief description of what happened, including the date of the breach and tlre date of the
discovery of the breach. if,known; a clescriptiorr of the types of unsecured PHI thal" were
involved in the breach (such as whether fullname, socialsecurity number, date of birth,
horne acldress, account nuntber, diagnosis, disability code, or other t-vpes of inlormation
u'ere involved); any steps individuals should take to proteci themselves fi'om potential
harm resulting from the breach; a brief description of what the Business Associate is
doing to investigate the breach, to rnitigate harm to individuals, and to protect against any
further breaches; the contact pr-ocedurcs of the Business Associate for individuals to ask
questions or learn additional inft:nnation. r.vhich shall include a toll free number, an e-
mail address, Web site, or postal address; and any other infomration required to be
provided to the individual by the Covered Entity pumuant to 45 CFR $ 164.40-1, as
amended. A br:each shall be tleated as discovered in accordance rvith the temrs ol'45 CFR
$164.410. The infomratiori shall be updated promptly and provided to the Coveted Entity
as requested by the Covered Entity.
E. IMitigation: Mitigate, to the extent practicable, any hannful effect that is known to
Business Associnte of a use or disclosure of PHI by Business Associatc in violation of the
requirements of this Addendum or the law.
F. Agents: Ensure that any agent, irrcludirrg all of its employees, representatives, and
subconfractors, to lvhom 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. Attachrnent Page 2 of 5
conditions that apply tluough this Addendunr to Business Associate lvith respect ttt suclt
infonnation.
G. ltiqht of Access:
l. Fronr time to tiure upon reasonable advance notice, or upon a reasonable
determination by Covered Entity that Business Associate has potentially or achrally
breached this Addendum, make internal practices, books, and records relating to the
use and disclosure of PHI received ti'onr, or created or received by Business Associate
on behalf of Covered Entity available to the Covered Entify, or at the request of the
Covered Entiry to the Secretarl of Depadnrent of Health and Fluman Services. tbr the
purpose of deternrining compliance with HIPAA, HII'ECH, ancl/or this Addendurn.
2. From time to tinle upon reasonable advance notice, or upotl a reasonable
deterntination by Covered Entity that Business Associate has poteniially or actually
breached this Addendurr, to permit Covered Entity to rcsporrd to a request by art
Individual for an accounting of disclosu'es of PHI in accordance rvith 45 CFR
$ 164.5?8, or to pernrit Coveretl Entity to respond to a request by an lndividLral for
access to PHI in accordtrnce rvith 45 CFR $ 164.524.
H, Docuurentation of Disclostrres: Document such disclosures oi PHI and information
related to such disclosures as would be reqtrircd for Covcrcd Entity to respond to a
request by an Individual for an accounting oFdisclosures of PI-[I in accordance with 45
CFR $ 161.528. Should an individual rnake a request to Covered Entity For an accountittg
of disclosures of his or her PHI pursuant Lo 45 CFR $ 164.528, Business Associate agrees
to prornptly provide an accountirrg, as specihed under 42 U.S.C, $ 17935(c) (l) and 45
CfR $ 164.528. of disclosures of PHI that have been made by the Business Associate
acting on behalf of the Covered Entit_v. The accounting shall be provided by the Busincss
Associate to the Covered Entity or to lhe individual, as directed by the Covered Entity.
I. Amendments: Nlake any amendments to PHI that the Covered Entity directs or agrees to
pursuant to 45 CFR g 164.5?fr at the request of Covered Entity, within five (5) business
days of written rcquest by Covered Entity.
J. Qther: To the extent the Business Associate is to cany out one or mole ol the cuvered
entities obligations under Subpart E of 45 CFR 164, contply lvith the requitements of
Subpart E that apply to the covered entity in the pertbnnance of such obligations.
tu.PERVIITTED US AND DISCLOSURES BY BUSI ss AssoclATE
A. Except as otherwise limited in this Addendum or by law, Business Associate ntay use
Protected Health Intbnnation for the proper management and adnrinistration of the
Business Associate or to cany out the legal lesponsibilities of the Business Associate,
The Business Associate shall limit its use and disclosure of, and requests for, Plll to the
minimum necessary as determitred in accordance with 42 tl.S.C. $ 17935(bXl),
B. A. A. Attachment Page 3 of 5
IV
B. Ercept as otherrvise lirnited in this Acldendurn or by lavr,, Business Associate rnay usr'
PI{l to provide Data Aggregation seruices to Covered Entity as permitted by 45 CFR 5s
l6a.s0a.(eXzXiXB).
TERNI AND TERIVTINATION
A. Temr: This Acldendum slrall become effective on the Eft'ective Date arrd shall corrtinuc in
effect Lrntil all obligations of the parties have been met, unless temrinatecl as provided
herein or by mutual agreement of the parties
B. Termination for Cause: Upon Covered Entily's knowledge of a meterial breach by
Business Associate, Covered Entity nray provide an opportunity tbr Business Associate
to cure the breach or end the violation and terminate this Addendurn if Business
Associate does not cure the breach or end the violation rvithin five (5) business clays of-
receipt of written notice by tlre Covercd Entity, or immediate ly te nlinate this Acldcndrrnr
if Business Associate has breached a rnaterial tenn of this Addendum and cure is not
possible.
C. Qther Temrination: This Addendum may be terminated by Covered Entity without causc
upon thirty (30) days priot 'ovrinen uotice to the other party, lvhich notice shall specify the
date of termination.
D. EfTect of Te.Ulrination: Except as provided in paragraph B. of this Section, upon
termination of this r\ddendum, for any reasoll, Business Associate shall return or destroy
all PHI received ti'om Covered Entity, or created or received by Business Associate on
behall ol'Covered Entity. This provision shall apply to PHI that is in the possession of
subcontractors or agents of Business Associate. Business Associate shnll retain no capies
of the PFII. Destruction rnust be by means that meet or exceed the standrirds ol larv.
In the event that Business Associate detennines that returning or destroying tlre PHI is
not feasible, Business Associale shall extend the protections of tlris Addendurn to such
PHI and limit ftlrther disclosures of such PHI to tliose purposes that nrake retum or
destruction infeasible, for so long as Business Associate nraintains such PHL Business
Associate must provide nritten notice of the conditions that make return or destruction
not feasible; if Covered Entity does not conclrr in that assessmettt, Business Associate
shall retum or destroy the PHI within five (5) business days.
PTISCELLANEOUS
A. Defense and Indemnification: Business Associate shall defend, indemnify and hold
hannless Covered Entity from and against all clainrs, liabilities, judgments, fines,
assessments, penalties, awards or other expenses, of any natlrre lvhatsoever, including
ruvithout lirnitation 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
V
B. A. A. Attachrnent P:rge 4 of 5
is supplcmcntnl to and to be intcrpreted and applied in a manner consistent rvith, any
indernnification provision of the agrecmcnt to which this Addendunt is attached.
B. Reimbursernent for Costs lncurred Due to Breach: Business Associate shall reirnburse
Covered Entity, without lirnitation, for all costs of investigation, dispute resolntion,
notification of individuals, the rnedia, and the government, and expenses incurred in
responding to any audits or other investigation relating to or arising out of a breach of
unsecured PFII by thc Business Associate, inchrding mitigation.
C. Regulatory References: A reference in this Addendum to a Section in the Department of
I tealth and [-[unran Seryices Privacy Regulatiorrs, CFR. Title 45, Sections 160 and lfr4
means the Section as in ellbct or as amended, and for rvhich compliance is required.
D. Amendment: Changes in the larv are autonatically incorporuted herein without need fbr
explicit arlendment. The Parties agree this this Addendum may be an,ended lronr time to
time if otherui'ise necessary for Covered Entity to cornply with the requirements of the
Department ol'Healtlr 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
othcr party, notice shall be in u'r'iting, posted in the US Mail, and deenred tlelivered aller
thlee {3} business days except as described in II. D., above.
F. Survival: The obligations of the Business Associate shall survivc the termination of this
Addendurn.
G. Interpretation: Any ambiguity iri this Addendum shall be resolved in favor of a meaning
th&t permits Covered Entity to comply with the Department of Health and Human
Services Privacy Rcgr"rlations, CFR, Title 45, Sections 160 and 164 and other provisions
o[ lar,v. Any provision of the Underlying Agreement that is directly contradictory to one
or more tenns of this Addendum is superseded by the terrns of this Addendum to the
extent necessily for the parties' cornpliance with HIPAA.
B. A. A. Attnchrnent Pnge 5 of 5