HomeMy WebLinkAboutPSA Ellensburg Family MedicineThis Agreement is made by and between Kittitas county (hereinafter,,the county,,)and Ellensburg Family Medicine (hereinafter "contrictoil. ft" county and contractoragree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);Exhibit C (proof of tnsurance).
::iffiH[;j are attached hereto and incorporated herein by this reference as fuly as if
The term of this Agreement shall commence on the date this agreement is signed.Any party mav terminate this Agreement ov givinglninv- iio);"vr,noii"g in-*iitiig eitnerpersonally delivered or mailed po-stage-pre'nao oy ce*mdo mail,'return i*""lpi *q"rested,to the party's last known address for ihe'purposes of giving noti.. under ihis paragraph.
contractor acknowredges and by signing this Agreement agrees that thelndemnification provisions set forth in Parignp-'hs_T ltnoepenient contractor), 9 (Taxes),15 (Defense and tndemnity Agreement);'z-1 .rprt"rvclpvrignt rnrrinffi;q 'and 2a(confidentiality), are.totally ano fulty part of tnis ngreemUnt-and hav! been mutuallynegotiated by the parties.
Profesjional Services Agreement (Form rev. OglZ4lZOlg)
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,f yX-.U,wTNEss WHEREOF, the parties have executed this Agreement tnis T{'iay
Ellensburg Famlly Medicine COUNTY OF
/.
Print Name of Sig
COUNTY OF KITTITAS
SHERIFF'S OFFICE
\tll I I t ll I i Il i/,
Clay S
of Board- Julie Kjorsvik
Lt
Deputy Cterk of the Board- Mandy
chholz
Contractor Address:
Ellensburg Family Medicine
2156 Payne Rd.
Ellensburg, WA 98926
Contractor Contact:
Zach Deffinbaugh
APPROVEDAS TO FORM:
v ,y\4:1\
Douglas R,
Deputy Prosecuting Attorney
County's Address:
Kittitas County
205 West brh Avenue, Suite 10g
Ellensburg, WA 98962
ProJect Contact:
Steve Panattoni, Superintendent
509-962-7527
Professional Services Aoreernent (Form rev. OglZ4tZOlB)Page 2 of 21
GENERAL CONDITIONS
'l, Scope_of Contracto/s Serviceg:
contractor agrees to provide t,c tne county services and any materials set forth in the projectnarrative identified in,Exhibit'A'during the Agreement feriJo. ruo materiat, il;;; olracititieswill be furnished by the county, unlesl othei,vise prouio*Jto1" in the Agreement.
2. Performance of Work:
contractor shall perform work in accordance with, and shall comply with, all of the provisionsof this Agreement' All work shall comply with applicanrl .odes and ordinances.
3. Schedqle of Performance:
unless oireGo otnerwise oy tl" 9.?ynV, contractor shafi perform the work in accordancewith any schedules made a part of this Agreement.
4. Definitions:
4'1 "Additional lnsureds" means the County, its successors and assigns, andthe respective direciors, officers, empl'oyees, agents and repres-entatives ofthe County and its successors and assigns. '
4'2 "Support" means the following: Contra"ctor's directors, officers, employees,agents and representatives; and sub-Contractors of any tier; tne relpectivedirectors, offic-ers, employees, agents and representatives of these sub-contractors of any tier; and.any other person or entity acting under thedirection or control of, or on behalf ot, cbntiactor or any contilJors suu-Contractors of any tier in connection with or inciJent to the'performance or tneWork or this Agreement.4'3 The "Work" means all of the duties listed in Exhibit A and the performance ofall other obligations, under this Agreement byContractor or itd support.
l:PaymenttotheContractorfmerthisAgreementshallbeassetforth
in Exhibit "8"' Where Exhibit "B" requires payments by the County, payment shall be basedupon billings, supported unless othenrvise provided in
'rxnibit;i,,,
by documentation of unitsof work actually performed and amounts earned, including where appropriate, the actualnumber of days worked each month, total number of hours fir the month, and the total dollarpayment requested. Unless specifically stated in exhioit i'8,' or' .pprou"u in
-writing
inadvance by the Kittitas County Board of commissioners, ne -county
will not reimburse thecontractor for any costs or expenses incurred by the bontractor in performance of thisAgreement.
where required, the county shall, upon regeiqf of appropriate documentation, compensatethe contractor, no more often than'monthty,'tnrouih tlr,?, Corrtv voucher system, for thecontractor's service pursuant to the fee schldule ,Jt to,tn in-i*hibit ,,8,,.
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6. Assiqnment and Subgontr?ctinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firmor entity without the express and prior written approval of the county.
7. lndependent Contractor:
The Gontractor's services shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performedshall be made and. performed pursuant to this Agreement by the Contrac'ticr as anindependent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the Contractor is not entitled to any County beneits including,'but notlimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other in.urun.*benefits, or any other rights or privileges afforded to t<ittitas county employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,officers, agents or employees from any loss or expense, inciuding but not limited tosettlements, judgments, setoffs, aftorneys' fees or costs incurred by-reason of claims ordemands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or. part of this Agreement by the Contractor shall not operate to vestany employment rights whatsoever and shall not be deemed to guarantee any employmentof the Contractor or any employee of the Contractor or any sub-dontractor or any emptoyeeof 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 orState income taxes. \Mep required by Statb or Federal law, the Contractor authorizes theCounty to make withholding for any taxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternal Revenue Serviceat the end of the calendar year in accordance with ihe applicable IRS regulations. lt is theresponsibility of the Contractor to make the necessary esiimated tax pafnents throughoutthe year, if any, and the Contractor is solely liable for any tax obligation arisinf from theContractor's performance of this Agreement. The Contrattor hereSy agrees toinOemnitythe County against any demand to pay taxes arising from the Contracitor's failure to paytaxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunderas required by law. The Contractor rnust pay all other taxes including, but not limited to:Business and occupation Tax, taxes based on the Contractor's gros! or net income, or
Professional Services Agreement (Form rev" OgtZ4tZOjg)
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personal property to which the County does not hold title. The County is exempt fromFederal Excise Tax.
10. RegUlationg and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subdivisions of the Staie of Washington,and to any other provisions set forth herein or in the attached exhibits.
11. Riqht to Review:
T.his contract is subject to review by any Federal or State auditor^ The County or its designeeshall have the right to review and rnonitor the financial and service components of thisprogram by whatever means are deemed expedient by the County. Sucfr reiiew rry o."u1.with orwithout notice, and may include, buiis not limited to, on-site inspection nv bountvagents or employees, inspection of all records or other materials which ihe County d""r,pertinent to the Agreement and its performance, and any and all communications with orevaluation by service recipients under this Agreement. The Contractor shall preserve andmaintain all financial records and records relating to the performance of work under thisAgreement for 6 years after contract termination, and shalt make them available for suchreview, within Kittitas county, state of washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreedmodifications shall be in writing, signed oy eain of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor (,,ChangeNotice") makes changes in the Work within the general scope of thisAgreement, including, but not limited to: (a) chaiges in, revisions to,substitutions for, additions to or deletions of'any Worr; (b) changes inschedule; and (c) acceleration, deceleration or suspension of performa'nce ofany Work.
12'3 lf any change in the Work causes an increase or decrease on Contractor,scost of or the time required for, performance of the work, "n *qrit"ot"
adjustment in ihe compensation to Contractor and in the schedule for theperfonnance of the Work shall be made to reflect such an increase ordecrease.
12.4 Notwithstanding any {ispute or delay in arriving at a mutually acceptable
equitable adjustment, co.nkactorshall proceed inlccordance wiih att cirangeNotices. contractor must, within thirty (30) days after receift or
"ny
cnande
Notice that does not setforth any accepiaoie adlustment, submit to the courity
a written statement setting forth any adjustmeni claimed.
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12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with ciranging the Work, such as
revising. design already completed, revising calculationi already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupl or commits any acfof bankruptcy oi insolvencyor makes an assignment for the benefit of creditors, the iounty may, by'depositing writtennotice to the Contractor in the U.S. mail, postage prepaid, termlnate't'hangreemeni, and atthe County's option, obtain performance of the work elsewhere. lf thie Agreement isterminated for default, the Contractor shall not be entitled to receive any furthir payments
under the Agreement until all work called for has been fully performed. Any extia cost ordamage to the County resulting from such default(s) shall be deducted from any money dueor coming due to the Contractor. The Contractor shall bear any extra expenses incurrlo bythe.County in completing the work, and all damage sustained, or whicl-L may be sustainedby the County by reason of such default.
lf a notice of termination for default has been issued and it is later determined for any reasonthat the Contractor was not in default, the rights and obligations of the parties shalt be thesame as if the notice of termination had been issued pursuant to the Teimination for public
Convenience paragraph hereof,
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in pari whenever the Countydetermines, 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 completeditems of work. ln the event of such termination, an equitable adjustment shall be made inthe compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision for loss of anticipateO pro6t on deletedor uncompleted work. Termination of this Agreement by the County at any time during theterm, whether for default or convenience, shall not constitute a breach oi contract Uy tneCounty.
15. Defensg & lndemnity Aqreement:
lhe.Contractor agrees to and shall defend, indemnity and hold harmless the County, itsAdditional lnsureds, appointed and elective officerq agents and employees, from andagainst all loss or expense,, including but not limited to judgments, setilements, attorney'sfees and costs by reason of any and all claims and demandJupon the county, its Rdditionatlnsureds, its elected or appointed officials, agents, or employees for oamajes necause ofpersonal or bodily injury, including death at any time resulting therefrom, srJstained by any
Professional Services Agree ment ( Form r ev. 09 l24l101 g\
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person or persons and on account of damage to property including loss of use thereof,whether such injury to persons or damage io property i{ oue to ihe negligence of theContractor, its sub-contractors, its elected officeis, employees or their agents, except onlysuch injury or damage as shall have been 9c9as-r9ned Oy tfre sole negligence of the County,its Additional lnsureds, appointed or elected officials, agents, or erirpioyees. lt is furtherprovided that no liability shall attach to the County by'reison of enteiinginto this iontract,except as expressly provided herein.
16. lndustrial lnsurance Waiver:
lvltl 1esn99t to the performance of this Agreement and as to claims against the County, itsAdditional lnsureds, g{cep, agents and employees, the contractor expressly waives itsimmunity under Title 5'1 of the Revised Code of Waihington, the lndustrial lnsurance Aci,for injuries to its employees and agrees that the obligatiJns t,c indemnify, defend rno noroharmless provided in this agreement extend to anyilaim brought uy oion nenairof anyemployee of the contractor. This waiver is mutuitly negotiaGo ny tne partiei to thisAgreement.
17. Venue and Choice of l_aw:
ln the-event that any litigation should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of sulh action of litigation sfratt ne in tfreSuperior Court of the State of Washington in and for the County of KitIitas. This Ajreementshall be governed by the law of the State of Washington.
18, Withholding Pavment:
ln the event the Contractor has failed to perform any obligation to be perlormed by thecontractor under this Agreement within the time set forlh in tfiis Agreemeni, then the Countymay, upon written notice, withhold all monies due and payaSte to Contractor, witnoutpenalty, until such failure to perform is cured or otherwise ubluoiot"o
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement forany future fiscal period, the County will not be obligated' to make payments foi services oramounts incurred after the end of the current flscil period. No penalty or expense shallaccrue to the County in the event this provision applies.
?9. 9ontru"to. Qor m j_trn"ntg, W"rt" nti"s, nd R"prere nt"tion r,
The contractor represents and warri@ws:20'1 The Co.ntractor is duly incorpglated, vaiioty existing and in good standing
under the laws of the State of Washington and hal all requi"rite corporatepower and authority to enter into and to perform its obligaiions undbr thisAgreement.20.2 The Contractor has the authoriiy to execute this Agreement, to make therepresentations and warranties set forth in it and to perform the
Professional Services Agreement (Form rev. Ogtz4l?:}lg)
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obligations of the contractor under this Agreement in accordance with its
terms
20.3
20.4
20.5
20.6
22. Disputes
22.1
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 othergovernmental 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. Thecontractor is not subject to any order or judgment of anylourt, tribunal orgovernmental agency which materially and adversely affects its
operations or assets in the state of washington, or iis 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 theperformance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a materiaffact or omits orwill omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. PatenVCopvriqht lnfrinqement:
Contractor will defend and indemnify the County from any claimed action, cause or demandbrought against the County; to the extent such bction is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will piy tf,orucosts and damages attributable to any such claims ihal are finally awarded ajainst theCounty in any action. Such defense and payments are conditioned upon tne foldruing:
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.
General
Differences between the contractor and the county, arising under and by
virtue of the Agreement Documents shall be brought to the-attention of thecounty at the earliest possible time in order that sulh matters may be setiled
or other appropriate action prompfly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
Profes_sional Services Agreement (Form rev. OgtZ tZOlS)
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stated, the records, orders, instructions, and decisions of the Kittitas CountyCommissioners shall be finaland conclusive,
22,2 Notice of potential Claims
The Contractor shall not be entitled to additional compensaiion whichothenruise lay be payable, or to extension of time for (1) any act or failure toact by the County, or (2) the happening of any event'or oclurrence, unlessthe Contractor has given the County a written Notice of potentialClaim withinten (10) days of the commencement of the act, failure, or event giving rise tothe claim, and before final payment by the County. The writtln ru'otice ofPotential Claim shall set forth the reasons for which the Contractor believesadditional compensation or extension of time is due, the nature of ihe costinvolved, and.insofaras possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor andmaterial used, and allcosts and additionaltime claimed to be addiiionat.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additionalcompensation, or extension of time, unless within thirty (30) days of thecompletion of the portion of the work from which the claim aro=u, unJ U"tor*final payment by the County, the Contractor has given the Couniy a detailedwritten statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supportingdocuments evidencing the amount or extension of time claimed tb Ue oue.
23. Ownership of ltems produced:
All writings, programs, data, public records or other materials prepared by the Contractorandlor its consultants or sub-Contractors, in connection with pe*ormancu oi tni* Rlieementshall be the sole and absolute property of the County.
24. Confidentiatity:
The Contractor, its employees, sub-Contractors, and their employees shall maintain theconJidentiality of all information provided by the County or acquired by the Contractor inperformance of this Agreement, except upon tne prior wiitten consent oi tne Kittitas CountyProsecuting Attorney or an order entered by a court after having acquired jurisdiction overthe County. Contracior shall immediateiy give to the County notice'of any ludicialproceedings seeking disclosure of such information. Contractorihatt inoemniryLno notoharmless the County, its Additional lnsureds, officials, agents Jr employees rrom all loss orexpense, including, but not limited to settlements, judgments, setoifs, attomeys, fees andcosts resulting frorn Contractor's breach of this provisio-n.
To the 9xte1t that any information obtained by ifre Contractor is required to be shared withor provided to others by the terms of the Statement of the Woik, tnis prov[ion is notbreached by such acts,
Profes-sional Servi ces Ag reement (Form r ev. 09124 t}el g)
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25. Notiqe:
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 departrient headof the department for whom services are rendered, and to the *ttitar CountyCommissioners, 205 W Sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractorfor all purposes under this Agreement shall be given to the address reflected on thesignature page. Notice may be given by delivery or by depositing in the U.S. Mait, first class,postage prepaid.
26. Severability:
lf any term or condition of this Agreement or the application thereof to any person(s) orcircumstances is held invalid, such invalidity shall not affect other terms,'conditions orapplications 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 theprovisions of this Agreement or to exercise any rights or remedies un-der this
Agreement shall not be construed as a waiver or rblinquishment 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 provisiins of this
Agreement shall be valid unless set forth in a written instrument signed by theparty 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 ihis Agre6ment,
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 compensaiion shall
not be decreased by any decrease in the Cpl,
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28. Waiver::
waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of tnis ngieement shall be held to bewaived, modified or deleted except by an instrument, in writing,"signed by the parties hereto.
29. Survival:
The provisions of paragraphs 7, g, 1 1, 13, 1,4, 15, j6, 1T ,31, and 32 shall survive, notwithstanding the termination
1 8, 1 g, 2a, 21, 22, 23, 24, 2g, 30,
or invalidity of this Agreement forany reason.
30. Nondiscrimination:
30.1 The County is an equalopportunity employer.
30.2 Nondiscrimination in Emplovment
ln the performanc. of tn;r noreement, the contractor wiil notdiscriminate against any emproyee or appricrni ro,, emproyment on thegrounds. of race, creed, coror, nationai origin, sex, sexuar orientation,marital ?t?tu*,,. age or the presence of any- sensory, mental orphysica.l handicap; provided that the prorri'uition against discriminationin employment because of handicap shall not "p[ty ir ftre particutardisabiriiy p.revents the proper perfoimance of the particurar workerinvolved. The Contractor shall ensure that applicants are employed, andthat employees are treated during emptoyment witnout uiscriminatiln '
because.of their race, creed, coldr, nationat origin, sex, sexual orientation,maritar status, age or the presence of any ,"nrlory, mentar or physicathandicap. Such action slrall include, but not Oe limiteo to "rdioy*"ni,upgrading, demotion or transfers, recruitment or recruitment aovlrtising,layoff or termination, rates of pay or other formi of compens"trn, ,nJprograms for training including apprenticeships. The cbntracior in"iit"kusuch action with respect to this Agreement ri ,ry be required to
"nrurefullcompliance with local, state aid federar lawi firohioiting oisiiiminriionin employment.
30.3 Nondiscriminatio
The Contractor will not dijcriminate against any recipient of any servicesor benefits provided for in this Agreerient on tfie grounds of race,creed, color, nationalorigin, sex, iexual orientation, maritalstatuJ,-age orthe presence of any sensory, mentarorphysicar handicap. ' .s-
30.4 lf any assignment and/or subcontracting has been authorized by thecounty, said assignment or subcontracl shail incrude appropriaie- -
safeguards against discrimination. The contracior shall take such action
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as may be required to ensure full compliance with the provisions in theimmediately preceding paragraphs herein.
31. Prevailinq Waqe:
Contractor.shall pay the prevailing rate of wages to allworkers, laborers, or mechanicsemployed in the performance of any part of tne Work in aciordance witir nCW gg. t zand the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localities of the Work is determinednV tn"lndustrial Statistician of the Department of Labor and lndustiies. lt is the Contractor,sresponsibility to verify. the applicable prevailing wage rate. lt is understood that thecontractor is responsible for obtaining and compteling all required government formsand submitting same to the proper aulhorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Directorof the Department of Labor and lndustries. The arbitration decision shall be final andconclusive and binding on all parties involved in the dispute as provided for UV ncw39.12.060.
32. Debarmenl Certifigation:
The Contractor certifies that it:
32.1 ls not presenily debarred, suspended, proposed for debarment, decraredineligible or voluntarily excluded from covered transactions by any Federaldepartment or agency.32'2 Has not.within a three-year period preceding the execution of this contractwith Kittitas County, been convicted of or nJO a civiljudgment i"nOeiOagainst them for commission of fraud or a criminat oitenle in connectionwith obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or btaie antitruit statutes orcommisslon of embezzrement, theft, forgery, bribery, farsification ordestruction of records, making fa.lse sta[ements, tai evasion, receivingstolen property, making farse craims, or obstruciion of justice.32'3 ls noi presently indicted for or othenrvise criminalty or iivitty charged by agovernmental entity (Federal, State, or local) witl.r commisiion oiany ofthe offenses enumerated in parag raph 32.2 of this section.32.4 Has not within, a three-year perioi pieceding the preceding the executionof this contract with Kittitas County had one-or more publiJtransactions
(Federar, state, or rocar) terminated for cause of defaurt.
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EXHI rrArr
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 Jait (KCJ)that appropriately approximates the care offered to citizens in the local community up toflve (5) days per week, not to exceed twenty (20) hours.
Provide fully qualified professional healthcare staff to deliver healthcare services underthis contract.
Provide on-call service from a eualified Healthcare professional (eHCp) _ i.e. thePhysician's Assistant / Nurse Practitioner to the facility on a-z4hours per day, seven daysper week, 365 days per year basis.
s9l 'p meetings between the Contractorand the Kittitas county Jailto discuss allinmateswith ongoing serious healthcare issues... Cases of significance will be given specialattention in the transition to avoid interruptions in appropiiate care.
Develop a written, individualized treatmentplan forinmates requiring close medical care orsupervision (e.9. those inmates with chronic or convalesr"nt .rru, suicidal tendencies ora history of seizures, etc.) The.treatment plan will include oiieciion. to healthcare and otherpersonnel in care and supervision of the paiient, as well rr
"ny
required pharmacologicalsupport.
Perform an inventory, with the KCJ staff, of all existing equipment and suppliesimmediately upon takeover of contractresponsibilities. - -."r
Review current and. prior medical problems; screen for mental illness, dental issues,sexually transmitted disease, tuberculosis, drug ano atconot use ;;J;;;y otherconditions found in the general public as well aJ those more prevalent in correctionalhealthcare.
strictly adhere to Nursing and Care protocols appropriate to correctionalfacilities andinmate populations.
obtain, at Contractor's own expense, all licenses and/or certifications necessary to rendermedical and health seryices within the Kittitas County ;aif. Coniractorwillensure that all itsemployees..rendering services possess all licenses and/oi certifications necessary torender medical services within the jail.
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lntal<e scre-ening daily and official medical intake on appropriate inmates after T2hours,perform TB testing .and urine drug tox screening 'lkci to provide urine cups) inaccordance with intake protocol. Hep A or other tauiritory testing can be facilitated asneeded.
Review initial medical and mental health.screenings conducted in the Booking/lntakearea by health trained KCJ staff, including vtentll Heaitn oueitionnair"'iin-"troingsuicidalassessment) and the Health Historybcreening. Apfropriate action willbe takento verifiT.prescription medications, consult with the inriate's private heaffincare piovioerand address immediate problems of newly admitted inmates to the KCJ. Contractorstaff will be available on a 2417 on call basis for review oi screenings in the event thatan inmate presents with a medical problem, to oetermine if the inmate should beaccepted into KCJ or referred to another appropriate healthcare service provider.
The initialscreening will include, but is not limited to:
' Medical history of current and prior illness and health problems includingmental hearth, dentar, communicable and chronic diseases;' Drug/alcohol use; including types, methods, amounts, frequency, date/time oflast use, and history of problems related to stoppage;. Current medications;
' Body deformities including scars, marks and tattoos, and assessment of theability 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 6the, indications oiurrj ;b;;;. 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 mayinclude, but are not limited to:
. Referral to an emergency healthcare facility;
' Placement in the general inmaJe population and referral to the normally scheduledhealthcare services at the lail facility;. Placement in isolation;. Placement in observation area (awaiting psychiatric evaluation);
Professional Services Agreement (Form rev. Ogt}4l2}lg)
Page 14 of21
Perform a ppD on each inmate when ,medicaily appropriate, unress medicailycontraindicated. The TB test wit be rga-d by ;;;p;,[priately trained eHcp andrecorded in the inmate's medical record. 4nyinmate-iliffiositive skin-test reactionsor with a history of positive reactions or who is rvrpio*iic will be given a chest x-ray withln g6-hours of skin test reading or identifilation ot nistory or ofsymptoms.
Perform TB testing for each staff member working in the Kittitas county Jail once ayear.
complete health appraisal physical examinations of all newly arriving inmates within
;i TI:XHi,ffilJo"li'rivarat KCJ Heartn appraisaipnvritli"*aminaiions wiu incrude
' Review of the screening/intake forms by medical and mental health staff;. Recording of vitalsigns, height, weight, etc.;. Complete medical history and physital examination;. Mental Health screening;. Dental screening;. Vision and Hearing screening;. plgod sampling for screening and urine sampling as needed;r lnitiation of therapeutic measures when appropriaie;o Other tests and examinations as indicated;. Proper signatures, co-signatures, dates and times.
*T||H?::Hl:fi:H::ar examinations of femare inmates wilt inctude the folowins
' lnquiry about menstrualcycle and menstrual bleeding including abnormalities,current use of contraceptives, presence of an ruD, b-reast il;*. anj'nipptedischarge, and possible pregnancy.
Any abnormal results of the health appraisal examination will be reviewed by thephysician for appropriate disposition,
Perform an annual examination for all inmates remaining at the Kittitas county Jailfor over a one-year period. This eximination *irr occuiis close as possible to the365th day of detention.
Perform a physicalexamination on each.inmate working in the kitchen before he/shecan begin work for food service or in an inmate tiurt"""po*ition.
Provide procedural guidance, initial direction and periodic inspection and evaluationof the administration of medication activities dfiil;;y non-medicar personner
Professional Services Aoreement (Form rev. 0gt24ll01g)Page 15 of21
within KCJ.
Prov.ide designated members of the KCJ staff with training for administeringmedications, including recognition of response to drug reactioni and unanticipatedside effects' Contractor will be on premiies at the KCi on a periodic schedule andwill be available by telephone if circumstances require such response.
Conduct Sick Call.Clinic on a regular basis for inmates desiring or needing medicalattention. Clinic will be conducted as directed by the doctor that is hired and inaccordance with State of Washington standards.
All inmates requesting care will receive a response on the next scheduled eHCp visit.
Physician or Mid-level provider (PA/NP) sick call will be conducted weekly on a regularlyscheduled basis.
Respond immediately to healthcare emergencies that occur in the KCJ when requestedby KCJ staff' A Physician/PtuNP will be on-call to the KCJ on a twenty-four (24) hour,seve.n (7) day a week basis to aid in the determination of whether or not in inmaterequires transfer to the nearest hospital facility.
Coordinate with a local hospital for routine outpatienVinpatient services to meet thehealthcare requirements of inmates at the KCJ that cannot be provided within the facilitybut will not be financially responsible for the cost of such care. iontractor will work closelywith the KcJ staff to keep off-premises inmate healthcare visits at as low a level aspossible' ln every case possible Contractor will utilize telephone consultations, in-houseevaluations, and other available methods to identify and address health issues beforethey become critical. ln criticalcare situations, the Contractor, when on-site, willtriage thepatient whenever possible before activating emergency medical transport. ln the eventthat an inmate must be hospitalized, Contiactor witt fottow the course of the admittedinmate, communicate with the attending physician and nurses and return the inmate tothe KCJ as soon as practical
M.ake referral arrangements with other medical specialists for treatment of those inmateswith medical problems that extend beyond the scope of services provided onsite,including special laboratory tests, x-rays and other anciilary services.
Develop and implement a program for the care of chronic-care inmates. The chronic careprovided will entail the development of an individual treatment plan by the resfonsibtephysician speciflTing instructions on diet, medication, and oiajnostic tesiing. chronlc careinmates,will be provided a review by a physician minimalty eiery three (3imonths and atgreater frequency when medically indicated.
frofe1sLon-f Services Agreement (Form rev. OSl24[zOjg)
Page 16of21
Review all medical records of inmates prior to their scheduled transfer from KCJ forexpiration of sentence and, if necessary, will refer to the afpropriate .or*rnity medicalfacility at no cost to.the county, A medical record review will also be conducted forinmates who are released for reasons other than expiration of sentence. Recordsreviewed in all instances described above will be stampeO,itn tf,u foffowinj-information:
Date; Referral Made; By and ro whom; signature ofReviewer.
All records wilr be reviewed no rater than 96 hours after date/time rereased.
Develop a procedure.for obtaining and sending pertinent medical information to andfrom emergency facilities and outside speciitty
"on*uitintr and for inmates that aretransferred to other detention facilities. These pioceoures witt compty *iin ,li"p'plicableFederal and state privacy laws with respect to sending and receipt of medical information.
Ensure that accurate, comprehensive, legible upto-date medical information ismaintained on each inmate under its care. All medical records will be consideredconfidential. Procedures will be instituted for the r"""ipi and filing of atL reports anddocumentation from outside consultations, "**rg*niy ioor visits, and inpatienthospitalizations. The Contractor will maintain current-medtai records on all KCJ inmatesand necessary medical records will accompany the inmates to all medical consultation,appointments and sick calls. Copies of medical records oi r rurrury of medical recordswill be fonuarded with the inmate when transferred to another racitity. Contractor willrelease medical records only as required by KCJ proceorrei and allapplicable Federal,state and Local law(s). contractor will sign and adhere to the provisions of the BusinessAssociate Agreement attached hereto arid incorporateo ny ietbrence as a component orcompliance with confidentiality standards.
Comply with the KCJ health services policies, procedures, and medical protocolsapproved by the Jail Superintendent. As reqiired, Contractor will facilitate thedevelopment and implementation of new and revised poti.i.r, procedures, and medicalprotocols' As requested, Contractor will also assisi in ftre oevelopment and refinement ofcurrent policies' comply with and complete required cJlS security Awareness iraining.
Meet with Jail superintendent or his designee to discuss healthcare on a monthly basis.
submit statistical reportslo KCJ by the 15th of each month. This report will include monthand year-to-date figures. for the foltowing areas: intake screenings,'pnvri..iu,-ur"rg.n.y
room visits, hospitalizations, inmates released prior to ptrysica[ Hiv,-ppo, hin, vonrtests administered and positive status of same.
]ofes.1o1f Services Agreement (Form rev. OW242|1S)
Page 17 of 2'l
Establish a formulary for the pharmaceuticals used to treat the most common conditions.
Provide the county with contractor's standard Medical poricies and procedures Manual.Any needed changes to this manual will be incorporateJ.i in" start of this Agreement.The Medical Policies and Procedures Manualwill be ,.Ji"r"*o periodically in cooperationwith the Jail superintendent, and any needed cnantes inroiporrt"d into the manuat.
contractor will not provide acute & chronic psychiatric care including medicationmanagement unless the psychiatric medication'is-useJ for a non-psychiatric medicalreason.
Professional Services Agreement (Form rev. Ogl24l1}lg)
Page 18 of21
EXHTBIT',8"
GOMPENSATION
As full compensatiol f.T satisfactory performance of the work described in Exhibit ,'A,',
including but not limited to onsite medical care up to five (s) days per week, not to exceed20 hours perweek, and on-callmedicalservice on a 2q noui{ peroay, seven days perweek,
l9?-d:yl per year basis.-The county 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 determinedby agreement of the County and Contractor,
r X-tdv services noi to exceed Medicaid rates.
' lf labs are drawn by Contractor and are not acute in nature, fees will be assessedby using Contractor's reference Laboratory (LabCorp) current patient fee schedulenot to exceed Medicaid rates.r other supplies not provided by the County witl be provided at cost plus 15%.. Visits made at Contractor,s facilities.
lnvoices from contractor for services rendered under this Agreement shall be sent to thefollowing;
By Mail: Kittitas County Sheriffs Office
Attn: Accounts payable
302 W Umptanum Rd.
Ellensburg, WA 99926
Or e-mail: _shfiscal@co.kittitas.wa.us
frofes.slon_f lervices Agreement (Form rev, Ogl24lz}jil)
Page 19 of21
rrcrr
PROOF OF INSURANCE
The contractor shall secure and maintain in effect at all times during performance of thework such insurance as will protect contractor, its s;pt;riand the Additional lnsuredsfrom all claims, losses, harm, costs, liabirities, dr;;#; ;io **p*nrus arising out ofpersonal injury (including de.ath) or properly damage tnlimav resuit from perforniance ofthe work or this Agreement, whether'such perfoimance iity contractor or any of itsSupport.
All insurance shall be issued by companies admitted to do business in the State ofWashington and have a rating of A-,'Class Vll or better in the most recenfly publishededition of Best's Reports unless othenvise approved by the county. lf an insurer is notadmitted, all insurancg^p911--s and procedyles ror iriuing tn; insurance pori.i"* n",r.tcomply with Chapter 48.15 RCW and 284-1.5 WAC.
The Contractor shall provide proof of insurance for.
X
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas Couniy. The certificate must name the county as additional insured' Sixty (60) days written notice to the county of cancellation of the insurancepolicy
X (if ANy use of vehicte in performance)Autornobire Liabirity^for owneo, nonowned', hired, ano-teaseo vehicres (Mcs goendorsement and a CA 9946 endorsement must be attached if 'pottutants, are to betransported). Coverage'limits not less than:. $1,000,000 combined single limit' ThirtY (30) days written notice to the county of cancellation of the insurancepolicy.
ffi Professional Liability (Medical Malpractice)The Contractor .providing professional services shall provide evidence ofProfessional Liability lnsurance covering professionar
"iiors and omissions. Suchpolicy must provide the following minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
Profes,s]onal Services Agreement (Form rev. OStZ4lz}jB)
Page 20 of21
lf insurance is on a, craims-made form, its retroactive date, and that of ailsubsequent renewals, shall be no laier than the effective date of thisAgreement.
I
ffi Workers'Fompqnsation in amounts required by law.contractor shall furnish the county a Certificate of tnrrrrn.u to include the policyEndorsementslExclusions as evidence that policies prouil*g insurance required by thisAgreement are in full force and effect. coniracioi-nlr*fv'ruiues all rights of recourse,including any right to which another may be runrogiieo, against riltitas county forpersonal injury, including death, and property oamag!. Contiictor's i;;;;;r;";oticiesrequired above shall be primary insurance ano sniall be non-contributing with anyother insurance maintained by rcittitas County.
The contractor shall assume full responsibility for all loss or damage from any causewhatsoever to any tools, contractor's emptoyee-owneo toors, machinery, equipment, or
#X'il::i:les owned or rented by the contiactor, or ure-contractor,s
"gunts,'suppriers
The contractor shall have sole responsib.ility for ensuring the insurance coverage andlimits required are obtained by subcontractors. .l
NoTE: No contract shall form untit and unless a cCIpy of the certificate oflnsurance with Endorsements/Exclusions, pr"p"rlv coir'pteteu and in the amountrequired, is attached hereto.
Failure of the contractor to fully comply with the above insurance requirements duringthe.term of the Agreement shail be considered a materiai oreach of contract and causefor immediate termination of the Agreement at the county{ discretion. nrternativery, thecounty may procure and maintain, at the contractor'* roi" **punse, insurance to theextent deemed proper up to the amount of the requireJcoverage(s) The county mayofiset the cost of such insurance against payment due to the contractor under thisAgreement.
Professional Servlces Agreement (Form rev. OStZAlz}jB)Page21 of21
Bustt rsss AssoctRrl AnoeNnutt
EXHItslr "D" To lHr coxrRacr ro wHICt-r rf rs ATTACHHT)
This Addendunt is incoqrtlrated itrto the contract to rvhigh this clocurnent is attacliecl bctrveerr
Kinitas County lVashington on behalf of the otlce or Depaftnrent thereof (.'Coverecl Eptity,.)
ancl the othcr parly or parties thereto ("Busincss Associate"). The singular shall i'clucie tle
'lur.aland the plural the singular as required by tlrc context.
The Business Associate acknorvledges nuclagrees tlial Protectecl Flealth Intbrrnation (plll) irr any
lbnlrat' including elcctronic PLtl (ePIIl). can be usecl, shared. createcl. rctained or tr.a'sltrrecl
only ll'ithin tlte paranrelers of this clocurnent and the Departrnent of l-Icalrh and Flunttn Services
PrivacyRegulations'CloclcofFcdertilRcgulations,("CFR"),Title45.Sections l60antl l64.or
as requircd by larv.
CFR Title 45, Sections 160 ancl 164 anclany applicable lVashington staturory law (..RCW',) or
AdnlinistrntiVe Code ("wAC") prnvision (Feclcral arrd State siatutory or regulatory stanclarcls
lpplicable to this addenilurn are collcctively rel'erred to as "larv"i are by rvay ol'ref'erensi;., an
integralpar-t of tlris Addcnclutll as if incorporatecl in fLrll. Business.Associare is chnrged wirh the
kno'uvledgc'of and agrees to abide by the temrs and conclitions of la.',v. To the extent thnt any
applicable provision oIRCW or WAC provicles for or manclates any standard clil.l'ering fpom
those of Federal law, the stirrrclarcJ tnore restrictive of clisclosure shallcorrtr.olsubjcct to t-cclcrat
preenrption, tlris applies throughout this Addendum rvithout regar-cl to an,v lirrthr,.r explicit
refererrce to RUW or WAC provisions.
This Addendunr is efleclive upnn signing olthis attachrrent or tlre contractto rvhich it is
atiached, li,hiclrevcr is pr.ior in tinre.
PURPpSE
The Covered Entity necds to make available anel/or clisclose to fhe Br.rsiness Associale certain
PHI for rnanagem{lnt, acltlinisLlation, and legal respousibilities cluring the nornral course of
bttsiness betr'veen the parties as relerenced in tlre contract or other agreenrent to rvhich this
document is attached and incorporated by ret'erence. This documenl is intenclecl to definc and
incorpor:rte but ttot limit thc obligtrtions of the Business Associa{.c rvith r.egard to its usc alcl
protection of that PHI.
SIBILI S OF BUS INESS AS A"T'E
The Business Associate hereby agrees to do the fcrllowing:
r\' Use and Disclosure: Use and/or disclose PHI only ns perrnitted or r-equircd by this
Addendunr, Healrh llsurance Portabitiry and Accountabiliry Act (HIpAA), and the
Health llformation Technology for Economic and Clinical Health Act (Division A. TitleXlll of the American Recovery and Reinvestment Act of 2009, pub. Larv I I l-5, 2009
l-lR l) ("HITECI-1").'l-he Bttsiness Associate shall use and clisclose PFll only if such use
or disclosure, respectively, is in compliance with eaoh applicable recluirernent of 45 Cl;R
$ 164.50a(c) or other law. The Business Associate is clirectly responsible for ftill
T
It.
B. A. A. Anaclrment Page I of 5
colllplinllce rvitir the privacy pror''isions ollaw that appty to the Business Assgciate ttl tlresatlte extcr.lr a.s the covered Entity.
B' Securiry: Intplentcnt aclntinistrative. physical, ancl technical safbguar-ds that reasonably
and appropriately protr:ct the confidentiality, integrity, ancl availability of the pHI thar it
creates. receil'es, nraintains, or transnrits on behalf of the Coveretl Entily as recluircd bylarv' The Business Associate is clirectly responsible for conrpliance rvirh the securityprovisions of HIPAA and IIITECII to the sane extent as rhe Covered Er:rity.
Cl' Illproper DisclosLtres.: Repoft all unaLrthorizccl or otherwisc inrproper disclosures of pljl,
o[ security incidcnt, to thc covered Entity within tr,vo (2) clays of tlre Business
Associate's hrorvledge of sLrch evetlt.
D Notice of-Brcacli: wilhin two (2) business clays ol-tlre cliscover-y of a breach as clefinerl at45 cFR $ 164'402 notilv the covered Entity o[any breach ol'unsecured pFII. Notillcatio'
shnll by tlte nrost rapid nreans reasonably possible, such as tclephonic notice nracledi|ectly to all appropriate person rr,'ithiu the correreclentity ancllot inclucling a voice mailor similar nressOge. written notification shall follorv within that trvo 12) periocl by fax n'cl
be con{irnedby direcL contact with the intenclecl recipient, ancl inclucle the iclentillcutio'of eat-lt individual whose unsecurect PHI has been, o,lis reasonlbly believetl by the
Business Associale to have been, accessecl. acquired, or disclosccl cluring such breaclr: abrief'descripfion of what happcnccl, inclucling the date of t6e breach ancltlre date of t6ecliscovery of the breach" if krrowrr; a clescription ol'the types of unsecured pHl rhat wereinvolved in tire breach (such as whcther fi.rllnarne, socialsecurity uunber, clate olbirL6,
horne address, account number, cliagnosis, clisability code, or other types ol.information
$'ere involved); any steps inclividuals should take to protect thenrselves fi.om potential
harm resulting frum thc breach; a brief clescriptiol oiwlrat the Business Associate isdoing to investigate the breach, to mitigate hamr to individr-rals, ancl to protect against anyfi'rrther breaches; the contact pt'oceclures of the Business Associate for individuals to askclueslions or leam additional inlbmratiorr. rvhich shall inclucle a tolI fi-ee number. an e-mail address, Web site, or postal adclress; ancl any other infonnation retluired to beprovidcd to the individual by rhe covered Entity pur.suant to 45 cFR 5\ 164.404, as
amended' A breach shall be treatecl as discoverecl in accordance rvitir the tems ot45 CFR
$164'410' The informatiou shall be upclatectplornptly and proviclecl to the covered E'tiry
as requested by the Covered Entity,
E' Nlitieiltion; Mitigate, to the extent pructicable, any hannful effbct that is linorvn to
Business Associate of a use or disclosure of PFII by Br.rsiness Associatc in violation of thcrequirements of this Addendrun or the law.
F' Ag*e$l; Ensttte that any agent, inclucling allof its enployees, repr.esentatives, anrJ
subcontractors, to whom it provides PHI receivecl flrom, or created or received by
Business Associate on belralf of Covered Entity agrees to the same resgictions and
B. A. A. Aflachrnenr page I of 5
condirions tirat apply tlrrouglr this Acldenclunr to Business -Associlte riitlr respect to suclr
information.
G. Rishr of Access:
l. Frotn tinre to tiure upon reasot'lablc advance notice, or upoll a reasouable
determination by Covered Entity that BLrsiness Associate lras potentially or acnrally
breached this Addendunt, make intenral practices. boolcs, and recorils relatirrg to the
use and disclosttre of PHI received fi'orrr, or creatcd or received by Business Associrte
orr behalf of Covcred Entity availalrie to the Coverecl Entity, or at the requesr of rhe
Coverecl Entity to the Secretary of Depadment of Flealth ancl IIuman Services, lcrr the
purpose of deterntining compliance lvith i"IlPAA. HITECH, and/or rhis Addcndum.
2. Fronr tinrc to tinre upolt rcasonable advance notice, or uporl a reasonable
de terrlination by Covcrcd Entity that Busirress Associate has potentially or acrually
breached this Addendum, to pernril Covered Entity to rcspond to a request bv an
Indiviclual flor an accounlittg of disclosures of PHI in accordance rvith 4-5 CFR
$164.528, or to perntit Covet'ed Entity to respond to a request by an Indiviclual for
access to PHI in accorclance lvitlr 45 CFR $ 164._524.
II. D-qctrrnentation gl'Disclesures: Document such disclosures of PFII ancl informatiorr
related to such disclosures as rvould be reqr.rired fbr Covcrcd Entity to respond to a
request by arr lndir,'idual loralt accor-urting of disclr:sures of Ptll in accordance lvitl4_5
CFR $ 164.528. Should an indiviclual nrake a request to Covered Entity for an accor-rntipg
of disclosrrres of his or her PLII pursuant to 45 CFR $ 164.528. Business Associare agrees
to promptly provide an accolrr.ttirrg, as specilierl under 42 U.S.C. $ 17935(c) (l) and 45
CFR $ 16i1.528, of disclosures of PH t ihat havc been made by the Business Associatc
acting on behalf of the Covered Entity. The accourrting sliall be providecl by the Busincs.s
Associate to the Covered Enl.ity or to the individual, as directed by the Covered Entity.
I' Amendme nts: lvlake any amendmenl.s to PFII that the Covered Entity directs or agrees ro
pttrsuant to'{5 CFR $ 164.526 at the request of Covered Entiry, within five (5) busilcss
days of r.vritten reqrlest by Covered Entity.
.1. Other: To the extent the Business Associate is to cany outoncr ortrorc ofthe covered
entities obligations under Subparl E o[45 CFR 164, comply r.vith the requirements of
Subpart E that apply to the covered entity in the peribrmance of such obligatiops.
III. PERI}IITIED IJSqS AND DISCLOSURES BY BUSINESS ASSOCIATE
A. Except as otherwise limited in this Addendum or by law, Business Associate nray use
Protected Health lntbnnation for tlie proper management and administration of the
Business Associate or to cany out the legal respor"rsibilities of the Business Associate,
The BLrsiness Associate shall timit its use and disclosure of, and rcquests for, pl-il to tbe
rninimum necessary as detemined in accordance with 42 U,S.C. t\ 17935(bX l),
B. A. A. Attachment Page 3 ofi5
IV
B' E'rceprl as 0therrvise limitccl in this Adcicnclurn or lry larv, Business Associate u.rily r.rscPI-ll to providc Data Aggregation selvices to Cloverecl Iintify as permirrecl hy a5 CF'R g
I 6.1.s0a.(c)(2XiXB).
TIiRM AND TERNIINATION
A' Temt:This Adclenelurn slrall becottre eft'ective on rl:e Effective Date and shallcr-r'tinue ineft'ectuntil all obligations of thepartics have been nret, unlcss temrinateclas proviclecl
hcre in or by mutual agreenrent of the parties
B' Termination fot Cause: Upon cloverecllJntity's knowleclge of a malerial breach by
Business Associatr-', covered Enlity nray provide au opportLruiry fur IJusiness Associate
to cLlre the breach or encl the violation ancl terminate this Aqlclenrlum if Busi'ess
Associate does not cure flte breach or end the violation lvithin tive (5) business clays ofrcceipt oFlvrittcn rrotice by the Covcrccl Entirv, or irnnrcdiatcly tcnrinate this Aclclcndunrif Business Associate has breached a material ternr of this Aclderrclum ancl cure is *otpossible.
c' otherTennination: This Acldendunr nray be tenninated by covered Eritity without causc
upon thirty (30) days priorr'r'rittett notice to the otherplrty, r.r,hiclr notice shallspeci$ t6e
date ol-tenrrination.
D Ej'fect o{'Ternrinatiorr: Except as provicled in paragraph B, of this Section. Lrp'rr
tcnninatiort of this Addendunr, lor any reason, Business Associate shall returrr ol.clcstroyall PHI received f|onr covereil Entity. or created or received by FJusiness Associate orrbehall'ol'coveled Entity' This provisionshallapply to pI{l that is irr thepossessio' ol.
sttbcontractot's or agcnts ol'Business Associate. Business Associate shall retain no copicsof the PFfl' Destnrctiotl must be by means that meet orexceeclthe stanclarcls of larv.
In the event that Brrsiness Associate determines that returning or clestroying the pl{l is
nut feasible, BLtsiness AssociaLe sl-rall extencl the protections oltlris Aclclenclum to such
PHI and lirlit frrrther disclostrres oi'such PHI to those purposes that nrake reftrm or
destruction infeasible, lor so long as Business Associate maintains such pHL Business
Associate must provide written notice of the conclitions that make return or.clestruction
not feasible; if Covered Eritity does not col)cur in that assessment, BLrsiness Associate
shall return or destroy trre pHi within five (5) b'siness crays.
NIISCELLANEOUS
A' De&nsc and Indernnification: Business Associate shall defend. indernnify and holcl
hannless Covered Entity frotn and against all claims, liabilities, juclgments, fines,
assessruents, penalties, atvards or other eKpenses, o1'any nattrte whatsoever, incLrcling
without limitation attclmeys' fees, expert witness fees. ancl costs of investigation,
litig:ition, or dispute resoltttion, relating to or arising out of any breach of this Adclenclurn
by Business Assr:ciate, its enrployees, tlfficers, agents, or sub-contractors, Tlris provision
v
B. A. A. Attachment page 4 of 5
is sttptplcrncntal to rnd to be interpretcclanclappliecl in a mannerconsistent rvith, any
indenrniflcation provision of tlte agreencnt to which this AcldenclLinr is attachecl.
necIrtui:BusinessAssociateshallreintburse
Covered Entity, r'vithout lirnitation, fbr all costs of investigation, clispute rcsolutiorr,
notificati0n of individuals, the rneclia. and tl're governr]lent, ancl exlrelses incun.ecl in
res;rontlirrg to any audits ol other investigirtion relating to or arisins out r-rl'a breac6 of
tunsecured PFII by the Business Associate, irrcluding mitigation.
C" Regulatory nc{eJ3!ccl: A ref'erence in this Ac'lclerrdunr to a Section in the Depafimcnf ol
I"lealtli attd l{utnan Setvices Privacy Regulations, CFR, Title 4-5, Scctions 160 a'cl 164
nleans the Scction as in effect or as arnenclecl, and fbr rvhich cornpliancc is required.
D' Atttcncltrtent: Chatrgcs in the lau,are autoniatically incorporutccl hercin witSout per=tl fbr
cxplicit anrcttclnrenl. The Parties a-eree tlris this Aclclcnclum may be arnendccl i.r-o11 tinre ltr
tinre il'otherlvise trecessary fbr Coverecl Entity to cornply with the requirenrents of tlre
Departmcnt ol'Health and Hunran Services PriVacy RegLrlations, CFR, Tjtle 4-5. Sections
160 and 164 and orher provisions of law.
E' Nqtices: Wliertever Covered Entity ol Business z\ssociate is requirecl to give notice to the
othcr pnrty, ttotice shall be in r,vriting, postecl in the US Mail, ancldeemcclclelivererj alter
three (3) business days except as describcd in IL D., alrove.
l:' Surviva[: Thc obligatiotts of the Bnsiness Associate sliall survive thc ienrrinatiorr ol'this
Addendurl.
(i' Ittterpretation: Any ambiguity in this Aclctendurn shall lre resolvecl in favor ola lreani.g
fltat pennits Covered Entiry to corlply rvith the Department of Health antl Human
Services Privacy Rcgulations, CFR, Title 45, Sections 160 and 164 anri other provisions
of lar'v. Any provision of the Unclerlying Agrecment that i.s clirectly conh.adictoryr to one
or n-lore terms of this Addendum is superseded by the terms of this A4clenclLrm to t6e
extent necessary lor the parties' cornpliance lvith HlpAA.
B. n. A. Auachmenr page 5 ol5
q+FE9Fg[,G FAMTLY il! rAs90UNTYJAIL
This Agreement, eflective as of the date signed below, is made by and between Kittitascounty (hereinafter ''the county") and Eilenlburg Famiry Medicine DBA c;;p;s*oir..t("Contractor"), The County and Contractor agree as follows:
Il'31th9 existing Agreement,.previously entered between the parties on December 7th,2021, shallbe modified as allowed by section 12 (twelve) of that agreement. Theprlrpose of this Modification is to allow for a nurse to be hired to heip witn coverage atthe jail due to the increase of services and increase the totaiamount paid to theContractor. Hiring a nurse to help with coverage at the jail will allow the Contractor toprovide additional services for the jail (see below for adoitional services that would beadded). The total cost to the Contractor will increase from no greater than $100,000annually to no greater than $23b,000 annually, reflecting an ejtimated cost of theadditional personnel and services of 91OS,00b. This wiil be paid from the same iunO.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 irnplementation of the electronic medical records system6. Provide in-facility lab draws (also done by other staff from their office)i' These services can be done in ttre lait with no neeO to transport
inmate to KVH
ii. Pricing is substantially lower than KVH (see attached price
comparison)
7. Provide in'facility X-ray services.(alt9 qgle by other staff from their office)i. Contractor will contract with FASTEX, a local x ray company out otYakimaii' FASTEX can perform images in the jail with no need to transport
inmate to KVH
iii. Pricing is substantially lower than KVH imaging center (see
compensation:
attached price comparison)
1. Provide nursing services at the jail an average of 2s hours/week.a, Hours will be 0730-1030 and return tdtne jait at 1400-1600b. On calljail needs betvyeen 1030 and 1400'i' This should cover two - medication distribution events daily andpreparation for sick call for the following day in addition to some
Page 1
lN wlrNEss WHEREOF, the parties have executed this Agreement this _,li.*luv or.,l l,- l'".t .zozz.
Ellensburg Family Medicine
100 W 3'd Ave,
urg WA
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY,Ellensburg WA 98926
ABSENT
Vice-Chairman
County of Kittitas, Sheriffs Office
Clay
of
(
, Executive Director
(Date
ATTEST:
{c - Julie Kjorsvik Deputylerk of the Board
n Deputy Clerk of the Board- Mandy Buchholz
to Form:
I 4
D. R. Mitchell,#22877
Attorney
1 I
3
AGREEMENT wlTH ELLENSBURG FAMILY MEDtctNE dha coMpASSDtREGT
HEALTHCARE FOR,THF,K|TT|TAS COUNTY JA|L
This Agreement, effective as of the date signed below, is made by and between Kittitas
County (hereinafter "the County") and Ellensburg Family Medicine dba CompassDirect
Healthcare (.contractor"). The county and contractor agree as.foilows:
That the existing Agreement, previously entered between the parties on Decem ber T,
2021 and modified June 31 2022, shall be additionally modified as allowed by section
12 (twelve) of that agreement. The purpose of this modification is to expand services to
include weekend coverage at the jail and increase the total amount paid to the
Contractor. The total amount payable to the Contractorwill increase from $235,000
annually, as reflected ln the June 31 ,2022 modification, to no more than $310,000 -
reflecting a cost lncrease of up to $75,000. This increase will be funded by existing
grant awards and its continuation contingent upon those awards being renewed.
Scope of work:
1. Assume responsibility of Suboxone med pass for the jail, and weekend
coverage of 1st med pass.
2. Triage any acute needs while on site providing aforementioned weekend
services.
Allterms, conditions, attachments, documents, and exhibits, including the term of the
agreement as described in the original Agreement are incorporated herein by this
reference as fully as if set forth herein.
Page
lN WITNESS WHEREOF, the parties have executed this Agreement this
{r,irv^wu--,2029.U
APPROVED:
'7"rp"t of
BOARD OF COUNTY COMMISSIONER.S
Kittitas
EI wA 98926 (
DNP, Owner
(Date L
mith, Vice-Chairman
Commissioner
Kittitas County Sheriffs Office
il.-, W'r
Clay lvty'ers, Sh-eriff
as Form
l
D. R. Mitchell, WSBA #
7fi Cle*of the Board- Julie Kjorsvik Deputy Prosecuting
tr Deputy Clerk of the Board- Mandy Buchholz
MOprFlcAnqN oFTHE EXTST|NG PERSONAL SFRVTCESAGREEMENTWTTH ELLENSBURG FAMtLyMED|C|NE
pBACOMPASS qlFEgT FORTHE K|TT|TAS COUNTYJATL
Ellensburg Family Medicine
100 W 3d Ave.
Page 2