HomeMy WebLinkAboutDoc 502 - PacificSource AgrmtDeschutes County Board of Commissioners
1300 NWWall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of September 29,2014
DATE: September 22,2014
FROM: Nancy Mooney, Contract Specialist Phone: 322-7516
Health Services, Behavioral Health Division
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document #2014-502, Agreement between PacificSource
Community Solutions, Inc. and Deschutes County Health Services (DCHS).
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
Deschutes County Health Services will provide Adult Mental Health Initiative (AM HI) Services to
Deschutes County residents who are not members capitated to Pacific Source Community
Solutions, Inc., (PSCS).
PSCS delivers healthcare solutions to businesses and individuals throughout the Northwest and is
an independent, wholly-owned subsidiary of PacificSource Health Plans a non-profit community
health plan. PSCS has been providing Medicaid plans to Oregonians since 1995 and currently
offers Oregon Health Plans (OHP) coverage to individuals who need help through the
PacificSource Coordinated Care Organization (CCO).
The Adult Mental Health Initiative known as AMHI ("Aim-High") is designed to ensure that the right
types of services are delivered at the right time to adults with mental illness. AMHI diverts
individuals from Oregon State Hospital (OSH); coordinates successful discharge from OSH into
appropriate community placements; coordinates care for individuals residing primarily in licensed
residential facilities in order to move individuals into the least restrictive house possible; and care
develops supports to maximize independent living. AMHI promotes more effective utilization of
current capacity in facility based treatment settings, increase care coordination and accountability
at a local and state level. AMHI is also designed to promote the availability and quality of
individualized community-based services and supports so that adults with mental illness are served
in the least restrictive environment possible and use of long-term institutional care is minimized.
FISCAL IMPLICATIONS:
PSCS will distribute payments of $109,011.54 on a quarterly basis. Deschutes County Health
Services will qualify for a performance payment at the end of the fiscal year if all performance
requirements are met in accordance with the Oregon Health Authority. The performance payment
shall not exceed $23,905.05 for each quarter throughout the duration of the LOA.
RECOMMENDATION &ACTION REQUESTED:
Behavioral Health requests approval.
ATTENDANCE: Nancy Tyler, Adult Treatment Supervisor
DISTRIBUTION OF DOCUMENTS:
Executed copies to: Nancy Mooney, Contract SpeCialist, Health Services
I
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: I September 9, 20141
Department: I Health Services, Behaivioral Health
Contractor/Supplier/Consultant Name: I PacificSource Community Solutions, Inc.1
Contractor Contact: I Tammie Metzler I Contractor Phone #: I 541-330-2471
Type of Document: Letter of Agreement (LOA)
Goods and/or Services: Deschutes County Health Services will provide Adult Mental
Health Initiative (AMHI) Services to Deschutes County residents who are not members
capitated to Pacific Source Community Solutions, Inc., (PSCS).
Background & History: PSCS delivers healthcare solutions to businesses and
individuals throughout the Northwest and is an independent, wholly-owned subsidiary of
PacificSource Health Plans a non-profit community health plan. PSCS has been
providing Medicaid plans to Oregonians since 1995 and currently offers Oregon Health
Plans (OHP) coverage to individuals who need help through the PacificSource
Coordinated Care Organization (CCO).
The Adult Mental Health Initiative known as AMHI ("Aim-High") is designed to ensure
that the right types of services are delivered at the right time to adults with mental
illness. AMHI diverts individuals from Oregon State Hospital (OSH); coordinates
successful discharge from OSH into appropriate community placements; coordinates
care for individuals residing primarily in licensed residential facilities in order to move
individuals into the least restrictive house possible; and care develops supports to
maximize independent living. AMHI promotes more effective utilization of current
capacity in facility based treatment settings, increase care coordination and
accountability at a local and state level. AMHI is also designed to promote the
availability and quality of individualized community-based services and supports so that
adults with mental illness are served in the least restrictive environment possible and
use of long-term institutional care is minimized.
PSCS will distribute payments of $109,011.54 on a quarterly basis. Deschutes County
Health Services will qualify for a performance payment at the end of the fiscal year if all
performance requirements are met in accordance with the Oregon Health Authority.
The performance payment shall not exceed $23,905.05 for each quarter throughout the
duration of this LOA.
Starting Date: I April 1, 20141 Ending Date: I June 30, 20151
Annual Value or Total Payment: I Maximum compensation is $545,057.73.
919/2014
~ Insurance Certificate Receive, (checi box)
Insurance Expiration Date: N/A
Check all that apply:
~ RFP, Solicitation or Bid Process o Informal quotes «$150K) o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? ~ Yes o No
If No, has budget amendment been submitted? 0 Yes o No
Is this a Grant Agreement providing revenue to the County? 0 Yes ~ No
Special conditions attached to this grant:
Deadlines for reporting to the grantor: 1,----------,
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: 0 Yes 0 No
Contact information for the person responsible for grant compliance: Name:
Phone #: D 1'--------'
Departmental Contact and Title: Nancy Mooney, Contract SpeCialist
Phone #: I 541-322-7516 I
Deputy Director Approval: ~ 9 -1 0 -itl
Date1/l Z);tJ
Ddte
De pa rtme nt Di recto r Ap p rova I: l,;,oL,fb.AL...f-=.:.=:..---L.:.=--.L----
Distribution of Document: Return original to Nancy Mooney .
Official Review:
County Signature Required (check one):f BaCC 0 Department Director (if <$25K)
o Administrator (if >$25K but <$150K; if >$150K, soee ~~N'h
Legal Review DateIDffi/ tJ..ti-r fl-i
Document Number 2014-502 ~~~=---------
919/2014
fJ
Pacific Source
Community Solutions
Letter of Agreement
Adult Mental Health Initiative
Deschutes County Health Services
Effective: April I, 2014 -June 30, 2015
This Letter of Agreement ("Agreement") is made between, PacificSource Community
Solutions, Inc., an Oregon Corporation ("Health Plan" or "PSCS") and Deschutes County, a
political subdivision of the State of Oregon, acting by and through Deschutes County
Health Services Department "(Provider."), collectively referred to as "party or parties", is
effective April I, 2014.
PacificSource Community Solutions is contracted with the State of Oregon, acting by and
through the Oregon Health Authority ("OHA"), Division of Medical Assistance Programs
("DMAP"), to implement and administer services under the Oregon Health Plan;
Services are provided to Deschutes County residents who are not members capitated to
Pacific Source Community Solutions Inc. ("PSCS") Central Oregon Coordinated Care
Organization ("CCO"). AMHI funding can be used to offer non-treatment services such as rental
assistance to CCO/Medicaid members within the target population. AMHI funds can also be
utilized to provide transition management to eligible individuals during the time in which their
eligibility for CCOlMedicaid is suspended due to placement within a state hospital.
NOW, THEREFORE, in consideration of the mutual covenants and agreements, and subject to
the conditions and limitations set forth in this Agreement, and for the mutual reliance of the
parties in this Agreement, the parties hereby agree as follows:
I. RESPONSIBILITIES OF PROVIDER
The Adult Mental Health Initiative CAMHI") is designed to promote more effective utilization
of current capacity in facility based treatment settings, increase care coordination and increase
accountability at a local and state level. It is also designed to promote the availability and quality
of individualized community-based services and supports so that adults with mental illness are
served in the least restrictive environment possible and use of long term institutional care is
minimized .
Provider shall provide oversight and care coordination of individuals meeting the definition of
the AMHI tar~et population CAMHI Individuals" or "clients" as those terms are used
interchangeabliJ. This helps to facilitate access to services consistent with the clinical needs of
the AMHI Individuals and the purpose of AMHI. Provider shall provide the services noted
within this Agreement and shall ensure funds received are used only for the provision of flexible
services, supports and rehabilitative services described and tailored to the needs of each AMHI
DC -201 4 -5.0 2
IndividuaL The AMHI target population is defined as: Individuals who are eighteen (I 8) years
of age or older and because of a mental illness:
i. Currently reside at a state hospital; listed in ORS 179.321 and includes patients
residing within a Neuro/Gero ward at Oregon State Hospital in Salem, Oregon.
ii. Currently reside in a licensed community-based setting; listed in ORS 443.400 and
includes licensed programs designated specifically for young adults in transition.
iii. Are under a civil commitment; pursuant to ORS Chapter 426.
I IV. Were under a civil commitment pursuant to ORS Chapter 426 that recently expired;
in the past twelve (12) months.
I
v. Would deteriorate to meeting one of the above criteria without treatment and
community supports.
The target population does not include individuals who are under the jurisdiction of the
Psychiatric Security Review Board.
Provider shall provide the following services and shall ensure funds received are used only for
the provision of described in this Agreement are tailored to the needs of each AMHI Individual.
I. Performance Requirements. Provider shall perfonn the following responsibilities:
Ll Supported Housing.
I. Develop supported housing resources.
11. Coordinate access, subject to availability of funds, to safe and affordable
housing.
Ill. Management and distribution of Rental Assistance Program resources.
iv. Promote access to Personal Care 20 Hour Program (PC20) as described in
Oregon A!iministrative Rules (OAR 411-034-0000 through OAR 411-034
0090) andtechnical assistance documents which can be found at the web site:
http://www.dhs.state.or.us/policY/spdJrules/411 034.pdf (page 9).
1.2 Exceptional Needs Care Coordination.
1. Coordinate treatment planning team meetings for clients originating from within
Provider's service area and temporarily residing at a state hospital with the goal
of assuring appropriate community-based services and supports are developed
and available upon Interdisciplinary Team (IDT) detennination that tlIe client
no longer requires hospital level of services. Attend and participate in hospital
IDT meetings for each client.
ii. Ensure administration of the Level of Care Utilization System for Psychiatric
and Addiction Services (LOCUS).
iii. Ensure systemic monitoring of client's need and access to services.
iv. Ensure clients have access to all appropriate benefits and resources available.
1.3 Supported Employment -Assertive Community Treatment.
1. Ensure, subject to availability of funds, both non-Medicaid and Medicaid
enrolled clients who are not enrolled in managed care have access to Supported
Employment and Assertive Community Treatment (ACT) services as defined
below:
2
(a) Supported Employment Services are available to clients with serious
mental health illness as defined in OAR 309-036-0105(11). Employment
specialists assist in obtaining and maintaining employment in the
community and in continuing treatment for the client to promote
rehabilitation and productive employment. Provider shall use a team
approach to engage and retain clients in treatment and provide the
supports necessary to promote success at the workplace.
(b) Assertive Community Treatment (ACT) A multidisciplinary, team-based
approach, providing proactive, focused, sustained care and treatment
targeted at a defined group of consumers. Services are aimed at
maintaining the client's contact with services, reducing the extent of
hospital admissions and seeking improvement with social functioning and
quality of life. Services are most appropriate for clients with severe and
persistent mental health illness and the greatest level of functional
impairment.
ll. Ensure the promotion and coordination of services described in L3(i)(a) above
in the community.
1.4 Increased Rehabilitative Mental Health Treatment Services.
i. Ensure, subject to availability of funds, both non-Medicaid and Medicaid
enrolled clients who are not enrolled in managed care have access to
community-based rehabilitative mental health treatment services as defined in
the contract between Health Plan and OHA and funded through the service
deseription MHS 20, "Non-Residential Mental Health Services for Adults
(General)" .
ii. Ensure, subject to availability of funds, the promotion and coordination of
services described in L4(i) above in the community.
1.5 Transition Planning and Management.
1. Ensure utilization management of existing residential resources.
ll. Ensure residential treatment coordination occurs to assist clients in transitioning
between licensed facilities and from licensed facilities to independent living.
iii. Provide OHA (AMHI) with admission and discharge information for clients
receiving personal care and rehabilitative mental health services in licensed
community-based settings.
1.6 Peer Run and Peer Delivered Services.
i. Promote peer run and peer delivered service
(a) Peer run and peer delivered services that are provided by individuals who
have successfully engaged in their own personal recovery and demonstrate
the core competencies for Peer Specialists, as defined by OAR 309-032
1500 through 309-032-1565 which may be revised from time to time.
(b) These services are provided to clients who share a similar experience and
promote recovery. Peer specialists are compensated for delivering Peer
Delivered Services.
(c) The Provider shall maintain policies and procedures that facilitate and
document accessibility to a full range of peer run and peer delivered
services.
1.7 Recovery-Oriented Services.
i. Develop recovery oriented services based on identified individual and
community needs that are culturally responsive and geographically accessible.
ll. The Provider shall maintain policies and procedures that facilitate and document
accessibility to a full range of recovery-oriented services.
2. Monitoring and Administrative Functions. Provider shall perform the following
monitoring and administrative functions:
2.1 Monitor AMHI client outcomes, service access and utilization.
2.2 Analyze and prepare AMHI performance reports, which include outcomes, access and
utilization.
2.3 Distribute and review reports with Community Mental Health Providers (CMHPs)
andPSCS.
2.4 Document, track and report all qualifying events which justify performance payments
as described in paragraphs 2.5 through 2.8 below.
2.5 Document and track clienCrevel of care movement against established benchmarks
and performance standards to ensure clients are transitioning toward independent
living.
2.6 Track outcomes, access and service utilization patterns and use data to drive service
delivery improvements.
2.7 Use reports and data to drive improvement processes at all levels.
2.8 Submit all reports as directed within this Agreement which are complete and accurate
within the prescribed time frames.
3. Designating a Lead. Provider shall designate a staff person as the AMHI Lead (the
"Lead"). Health Plan shall contact the Lead for all matters related to the work performed
by Provider under this Agreement. The Lead shall:
3.1 Using the definition of the AMHI target population, review medical record
documentation, LOCUS results and other source materials to evaluate whether AMHI
criteria is met and determine if each referral will be accepted into AMHI and when
client will be discharged.
3.2 Receive and monitor Ready to Transition (RTT) clients from the Oregon State
Hospital and Average Daily Population (ADP) at the Oregon State Hospital reports.
3.3 Ensure the administration of the LOCUS at specified intervals and/or when clinical
indicated as the client progresses through the continuum of care and ensure LOCUS
supports client's current Level of Care (LOC) placement within the continuum of
care.
3.4 Perform care coordination, transitional planning and management which facilitates
timely access to services and supports consistent with clinical needs of the client and
the AMHI which includes monitoring utilization of the target population.
3.5 Coordinate local treatment planning team meetings and develop a plan which ensures
a smooth and rapid transition to a lower level of care for clients in the service area
temporarily residing at the State hospital.
4
3.6 Attend all IDT meetings and ensure appropriate community based services and
supports are developed and available prior to and upon lOT determination that the
client no longer requires hospital level of services.
3.7 Coordinate all client placements, receive and review clinical packets from Oregon
State Hospital and make appropriate LOC referrals ensuring timely transfer of
information required for placement.
3.8 Contact other AMHI leads throughout the state to facilitate placements when regional
resources are not available.
3.9 Systemically monitor client needs and provide assistance to ensure clients have
access to and obtain services, resources and appropriate benefits in support their
individualized recovery processes.
3.10 Perform utilization management of existing residential resources by coordinating and
tracking client transitions between licensed facilities and from licensed facilities to
independent living.
3.11 Work with providers to ensure clients are receiving recovery oriented, culturally
responsive and geographically accessible services and supports which promote
autonomy, community integration and independent living.
3.12 Attend all AMHI state meetings and disseminate information appropriately.
4. Reporting Reqnirements.
4.1 Provider shall prepare and submit in a manner approved by OHA, AddictionslMental
Health (AMH) Division, the following items for each client served:
i. Prior Authorization Request Form
ii. Plan of Care Request
iii. Level of Care Utilization System (LOCUS) Results
iv. Discharge Information Form
Items i through iii shall be submitted within three (3) calendar days upon admission
of the client. Item iv shall be submitted on the day of discharge of the client.
4.2 Health Plan shall prepare and electronically submit the following data within thirty
(30) calendar days of the end of each subject month in a format approved by OHA,
AMHI Level of Service Intensity Determination Data that includes:
1. An eight digit alphanumeric character Medicaid lO number or a nine digit social
security number.
ii. Client's date of birth (0010010000)
iii. Client's gender
iv. Date of referral
v. Referral Source
vi. Date of Determination
vii. County
Vllt. Scores for LOCUS Domains
ix. Composite LOCUS score
x. AMHI eligibility YIN.
5
xi. Levels of Care recommended. (Note: Base the recommended level of care on
both LOCUS data and other data indicative of the client's needs and
functioning. )
xii. Date the client is determined not to be AMHI eligible or the last day the client is
considered AMHI eligible. Field will be blank if the client continues to be
AMHI eligible. A blank field will be considered complete.
xiii. Type of community services provided for each individual served in unlicensed
community settings; and
xiv. Additional narrative that may help document the services and supports offered
to the individual by the CCO.
4.3 Health Plan shall prepare and submit within thirty (30) calendar days after the end of
each subject quarter, an AMHI Statement of Revenue and Expenses the
("Statement"). Health Plan shall ensure proper accounting documentation exist which
supports and verifies the data reported on the Statement.
4.4 Upon OHA's or Health Plans identification of any deficiencies in Provider or a
subcontractor performance under this Agreement, including failure to expend
available funding, Provider shall prepare and submit to Health Plan a Health Plan
approved corrective action plan (CAP). The CAP shall include the following
information:
i. The name of the sub-contractor responsible for the deficiency;
ii. Reason or reasons for the CAP;
iii. The date the CAP will become effective;
iv. Proposed resolution of the deficiencies identified; and
v. Proposed remedies, short of termination, should the subcontractor not come
into compliance within the timeframe set forth in the CAP.
Submit reports to:
PacificSource Community Solutions, Inc.
Attn: Behavioral Health Manager,
POBox 7469
Bend OR, 9770 I
Fax 541-330-4910
Reports must be prepared using forms and procedures prescribed by OHA and
Health Plan.
11-RESPONSIBILITIES OF HEALTH PLAN. Health Plan shall perform the following
duties for the AMHI program:
1.1 Interface with OHA regarding AMHI contract administration, planning, development,
performance, payment or other issues as deemed necessary and appropriate by Health
Plan, in its sole discretion.
1.2 Process payments received, and review, prepare and submit all AMHI financial
reports to OHA.
6
1.3 Monitor Provider performance to ensure all reports are accurate, complete and
submitted within required timeframes and that performance standards are met.
1.4 Provide technical assistance as it relates to quality assurance and meeting
performance requirements.
1.5 Ensure corrective action plans are developed and submitted to AMH as needed which
includes enforcement and tracking of corrective action plans thorough to resolution.
1.6 Provide Provider with an AMHI Statement of Revenue and Expense reporting
template-:-incorporated into this Agreement as a separate document. Health Plan will
provide Provider with instruction on how to complete the report.
2. Joint Agreements. Health Plan and Provider shall maintain and monitor a provider panel
under contract with Health Plan, Provider or a subcontractor of either to ensure sufficient
capacity and expertise to provide adequate, timely and medically appropriate access to
services for the target popUlation.
3. Payment Calculation, Disbursement, and Set!!~ment Procedures. Payments for work
performed under this Agreement are intended to'be general payments to Provider for this
work. Neither Health Plan nor OHA will track delivery of special project services or
service capacity on a per unit basis except as necessary to verify that the performance
requirements set forth above have been met. Provider is not authorized to bill more than
the stated amount.
3.1 Compensation. Funding for work performed on or after April 1, 2014 and on or
before June 30, 2015, will be a fixed amount for services the ("Base Payment") in the
amount of$545,057.73, excluding the Performance Payment and an administrative
Fee the ("Fee") of four percent (4%). The Fee is exclusive to the administrative
responsibilities Health Plan assumes for the AMHI special project contract only.
Health Plan will distribute $545,057.73 in quarterly payments up to $109,011.54 to
Deschutes County Health Services. Health Plan agrees to submit invoices for funds
within fifteen (15) business days from date of Quarterly Financial Report. Health
Plan will remit payment via direct deposit within thirty (30) business days of invoice
submission. Health Plan shall adjust quarterly payments as necessary, to reflect OHA
changes in the funding for this special project.
3.2 Performance Payment. Provider will qualify for a performance payment at the end of
each fiscal year if Provider has met all of the performance requirements as stated above.
Qualifying Events (QE) shall be met in accordance to OHA for Fiscal Year 2013-2014
and 2014-2015. OHA's Fiscal Year is July 1 through June 30.
Health Plan shall invoice AMH (and send invoice copy to Provider) for the
Performance Payment and invoice shall not exceed $23,905.05 for each measurement
(or quarterly) period.. Prior to invoicing OHA and Health Plan will verify all
performance targets were met. Health Plan will issue one hundred percent (l00%) of
the Performance Payment to Provider within thirty (30) business days from the date
Health Plan receives any such payment from the OHA.
7
-"
III. GENERAL PROVISIONS
1. Safeguarding of Information
1. Provider shall maintain the confidentiality of client records as required by applicable
state and federal law, including without limitation, ORS 179.495 to 179.507,45 CFR
Part 205, 42 CFR Part 2, any administrative rule adopted by OHA implementing the
foregoing laws, and any written policies made available to Provider by OHA.
Provider shall create and maintain written policies and procedures related to the
disclosure of client information, and shall make such policies and procedures
available to OHA for review and inspection as reasonably requested by OHA.
2. Protected Health Information ("PH!"). No Party or its agents will disclose any PHI
except where required by law or as provided in this Agreement. Under any
circumstance, any such disclosure must comply with all applicable federal and state
laws and regulations, including, but not limited to, Health Insurance Portability and
Accountability Act (HIPAA).
3. Provider will ensure that technical and organizational measures are adopted (a) to
protect Provider data against accidental, unauthorized or unlawful destruction, loss,
damage, alteration, disclosure, access and processing and (b) as required by any
applicable data protection law.
4. Provider will inform Provider in writing within 24 hours of any accidental or
unlawful destruction or accidental loss or damage, alteration unauthorized disclosure
or access to Customer data.
5. Termination
1. Termination with or without Cause. This Agreement may be terminated by any
Party, for any reason, upon ninety (90) days written notice to the other Parties.
2. Immediate Termination. This Agreement shall terminate immediately in the event
any of the following occur: (1) a breach of any of the terms of this Agreement by a
Party; (2) an order from a court of competent jurisdiction declaring this Agreement
null, void, contrary to law, or otherwise terminated; or (3) an order from a state or
federal agency with jurisdiction over the subject matter of this Agreement declares
that this Agreement is null, void, contrary to law, or otherwise terminated.
6. Indemnification. Within the limits of their respective policies of general liability and
other appropriate insurance coverage with minimum coverage limits as required by ORS
30.260 to 30.300, each Party agrees to indemnify and hold harmless the other from all
fines, claims, demands, suits, actions, or costs, including legal fees of any kind or nature
arising by reason of that Party's acts or omissions in the course of its performance of its
obligations under this Agreement. This provision will be construed to include any and all
costs associated with investigating, responding to, giving notice, or defending against a
breach of security, or suspected breach of security, that results in the unauthorized
disclosure of Protected Health Information. "
8
7. Good Standing. Each Party represents and warrants to the others that it is duly and
appropriately licensed, authorized and/or qualified to do business, and is in good standing
in every jurisdiction in which a license, authorization, or qualification is required for the
transaction of the business in which it is engaged.
8. Compliance with Laws. Each Party represents and warrants that it will perform each of
its obligations under this Agreement in compliance with all applicable federal, state and
local laws, including, but not limited to, HIP AA.
MISCELLANEOUS
A. Entire Agreement. This Agreement, and the exhibit attached hereto, represents the
entire understanding between the Parties with respect to its subject matter.
B. Amendment. This Agreement may only be amended in writing and signed by the
Parties. The Parties agree to take any actions required to amend this Agreement, and/or
its exhibits, from time to time as may be necessary to ensure compliance with all
applicable federal and state laws and regulations.
C. Relationship. Each Party will perform its obligations pursuant to this Agreement as an
independent contractor. Nothing contained in this Agreement is intended to give rise to
any agency, subcontractor, partnership, or joint venture relationship between the Parties
or to impose upon the Parties any of the duties or responsibilities of such a relationship.
D. Third Party Beneficiaries. This Agreement does not confer any legal rights on any
third party, nor is it the intention of any Party hereto to create or confer any rights.
E. Successors and Assigns. This Agreement is binding upon and will inure to the benefit of
the Parties and their successors and assigns. This Agreement may not be assigned,
delegated, or otherwise transferred by a Party, under any circumstances, without the prior
written consent of the other Party.
F. Governing Law. The validity, construction, and interpretation of this Agreement,
including the rights and duties of the Parties hereto, shall be governed by the laws of the
State of Oregon.
G. Severability. Each provision of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law, however, if any provision is deemed to be
invalid or unenforceable for any reason, then the Agreement shall be ineffective as to that
provision only, and the remainder shall continue in full force and effect.
H. Notices. All notices and other communications sent pursuant to this Agreement must be
in writing and will be deemed to have been given on the date delivered personally, sent
by facsimile, mailed by certified mail, or overnight delivery to the other Parties:
To PacificSource Community Solutions, Inc.: To Deschutes County:
9
Peter McGarry, Vice President Jane Smilie, Department Director
PacificSource Community Solutions, Inc. Deschutes County Health Services
PO Box 7469 2577 NE Courtney Dr.
Bend, OR 97701 Bend, Oregon 97701
Phone No. 541-322-7500
D. Interpretation. This Agreement shall be interpreted, to the maximum extent possible, to
comply with applicable federal and state laws and regulations, including, but not limited
to, HIP AA. Any and all references to "the Agreement" shall be construed to include any
terms and conditions included therein.
E. Waiver. Any provision of this Agreement may be waived by the Party entitled to the
benefit of such provision, provided that such waiver shall be in writing. Waiver of any
breach or provision will not be construed as a waiver of any successive breach or
provision.
F. Covenant of Furtber Assurances. Each Party covenants and agrees that it will execute
and deliver any further legal instruments subsequent to the execution of this Agreement,
and without any additional consideration, as may be necessary to effectuate the state
purposes herein
IN WITNESS WHEREOF, the Parties have executed this Agreement by and through their duly
authorized representatives.
PACIFICSOURCE COMMUNITY DESCHUTES COUNTY HEALTH SERVICES
SOLUTIONS, INC.
By: By:
Peter McGarry TAMMY BANEY, Chair
ANTHONY DEBONE, Chair
ALAN UNGER, Commissioner
Title: Vice President -Provider Network Title: Board of Deschutes County Commissioners
Date: Date:
Address: POBox 7469 Address: 2577 NE Courtney Drive
Bend, OR 97701 Title: Bend, OR 97701
10
Exhibit 1
CONFIDENTIALITY AGREEMENT
WHEREAS, in connection with the perfonnance of the AMHI Services, Pacific Source
Community Solutions, Inc., and Deschutes County may receive from each other or otherwise
·7_· have access to certain information that is required to be kept confidential in accordance with
state and federal law, including, without limitation, the Health Insurance Portability and
Accountability Act of 1996 and regulations promulgated thereunder, as may be amended from
time to time (collectively, "HIPAA") and the federal Health Infonnation Technology for
Economic and Clinical Health Act (the "HITECH Act");
Thereforet in consideration of the foregoing premises and the mutual covenants and conditions
set fortlibelow and in that Letter of Agreement executed between Pacific Source Community
Solutions, Inc., and Deschutes County, and intending to be legally bound hereby, PacificSource
Community Solutions Inc., and Deschutes County agree as follows.
1. Introduction
The Parties hereto agree that the effective date of this Confidentiality Agreement (the
"Agreement") shall be retroactive to April I, 2014 (Effective Date) by and between
Pacific Source Community Solutions Inc., an Oregon Corporation, ("PSCS") and Deschutes
County, a political subdivision of the State of Oregon, acting by and through Deschutes County
Health Services, Behavioral Health Division ("County"), collectively referred to herein as
"Party" or "Parties".
2. Definitions
2.1 "Disclosure" means the release, transfer, provision of access to, or divulging in any other
manner, of PHI, outside either Party's organization, i.e., to anyone other than its
employees who have a need to know or have access to the PHI.
2.2 "Electronic Protected Health Information" or "EPHF' means protected health
infonnation (as defined below) that is transmitted, stored, or maintained by use of any
electronic media. For purposes of this definition, "electronic media" includes, but is not
limited to, memory devices in computers (hard drives); removable/transportable digital
memory media (such as magnetic tape or disk, removable drive, optical disk, or digital
memory card); the internet; the extranet; leased lines; dial-up lines; private networks; or
.. ,. e-mail.
2.3 "Protected Health Information" or "PHF' means infonnation transmitted by or
maintained in any fonn or medium, including demographic infonnation collected from
an individual, that (a) relates to the past, present, or future physical or mental health or
condition of an individual; the provision of health care to an individual, or the past,
present, or future payment for the provision of health care to an individual; (b)
individually identifies the individual or, with respect to which, there is a reasonable basis
for believing that the infonnation can be used to identifY the individual; and (c) is
received by either Party from or on behalf of either Party, or is created by either Party, or
is made accessible to either Party by either Party.
II
2.4 "Secretary" means the Secretary of the United States Department of Health and Human
Services or any other officer or employee of the Department of Health and Human
Services to whom the authority involved has been delegated.
2.5 "Services" means Case Management Services provided by Deschutes County Health
Services staff, and health care services provided by East Cascade Women's Group, P.e.
all as part of the Maternal Child Health Program identified in the Room Use Agreement
to which this Exhibit A is attached.
2.6 "Use" (whether capitalized or not and including the other forms of the word) means, with
respect to PHI, the sharing, employment, application, utilization, transmission,
examination, retention, or analysis of such information to, from or within either Parties'
organization.
3. AGREEMENT. Each Party agrees that it shall:
3.1 not use PHI except as necessary to provide the Services.
3.2 not disclose PHI to any third party without the other Party's prior written consent, except
as required by law;
3.3 not use or disclose PHI except as permitted by law.
3.4 implement appropriate safeguards to prevent unauthorized use or disclosure of PHI.
3.5 comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health
information, to prevent use or disclosure of EPHI other than as provided for by this
Agreement.
3.6 mitigate, as much as possible, any harmful effect of which it is aware of any use or
disclosure of PHI in violation of this Agreement.
3.7 promptly report to the other Party any use or disclosure of PHI not permitted by this
Agreement of which it becomes aware.
3.8 make its internal practices, books, and records (including the pertinent provisions of this
Agreement) relating to the use and disclosure of PHI, available to the Secretary for the
purposes of determining Party's compliance with HIPAA.
3.9 ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of
the Party agree to the same restrictions, conditions, and requirements that apply to the
Party with respect to security and privacy of such information.
3.10 make PHI available to the other Party as necessary to satisfy the other Party's obligation
with respect to individuals' requests for copies of their PHI, as well as make available
PHI for amendments (and incorporate any amendments, ifrequired) and accountings.
12
3.11 make any amendment(s) to PHI in a designated record set as directed or agreed to by the
other Party pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy
the other Party's obligations under 45 CFR 164.526.
3.12 to the extent the a Party is to carry out one or more obligation(s) under Subpart E of 45
CFR Part 164, comply with the requirements of Subpart E that apply to the Party in the
performance of such obligation(s).
3.13 If a Party (a) becomes legally compelled by law, process, or order of any court or
governmental agency to disclose PHI, or (b) receives a request from the Secretary to
inspect a Party's books and records relating to the use and disclosure of PHI, the Party, to
the extent it is not legally prohibited from so doing, shall promptly notify the other Party
and cooperate with the other Party in connection with any reasonable and appropriate
action the Parties deem necessary with respect to such PHI.
3.14 If any part of a Party's performance of business functions involves creating, receiving,
storing, maintaining, or transmitting EPHI:
A. implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of EPHI that it
creates, receives, stores, maintains, or transmits on behalf of either Party, in
accordance with the requirements of 45 CFR Part 160 and Part 164, Subparts A and
C; and
B. report to the other Party any security incident relating to the EPHI that either Party
maintains.
4. HIPAA Data Breach Notification and Mitigation
4.1 Parties agree to implement reasonable systems for the discovery and prompt reporting of
any "breach" of "unsecured PHI" as those terms are defined by 45 C.F.R. §164.402
(hereinafter a "HIPAA Breach"). The Parties acknowledge and agree that 45 C.F.R.
§ 164.404, as described below in this Seetion, governs the determination of the date of a
HIPAA Breach. Parties will, following the discovery of a HIP AA Breach, notify the
other Party immediately and in no event later than seven (7) business days after Party
discovers such HIPAA Breach, unless the Party is prevented from doing so by 45 C.F.R.
§164.412 concerning law enforcement investigations.
4.2 For purposes of reporting a HIP AA Breach to the other Party, the discovery of a HIPAA
Breach shall occur as of the first day on which such HIP AA Breach is known to a Party
or, by exercising reasonable diligence, would have been known to the Party. Parties will
be considered to have had knowledge of a HIPAA Breach if the HIP AA Breach is
known, or by exercising reasonable diligence would have been known, to any person
(other than the person committing the HIPAA Breach) who is an employee, officer or
other agent of the Party. No later than seven (7) business days following a HIP AA
Breach, Party shall provide the other Party with sufficient information to permit the other
Party to comply with the HIPAA Breach notification requirements set forth at 45 C.F.R.
§164.400, et seq.
J 3
4.3 Specifically, if the following information is known to (or can be reasonably obtained by)
a Party, the Party will provide the other Party with: (i) contact information for
individuals who were or who may have been impacted by the HIPAA Breach; (ii) a brief
description of the circumstances of the HIPAA Breach, including its date and the date of
discovery; (iii) a description of the types of unsecured PHI involved in the HIPAA
Breach; (iv) a brief description of what the Party has done or is doing to investigate the
HIPAA Breach, mitigate harm to the individual impacted by the HIPAA Breach, and
protect against future HIPAA Breaches; and (v) a liaison (with contact information) so
that the Party may conduct further investigation concerning the HIPAA Breach.
Following a HIPAA Breach, the Party will have a continuing duty to inform the other
Party of new information learned by Party regarding the HIP AA Breach, including but
not limited to the information described herein.
4.4 Data Breach Notification and Mitigation Under Other Laws. In addition to the
requirements above, Parties agree to implement reasonable systems for the discovery and
prompt reporting of any breach of individually identifiable information (including but not
limited to PHI, and referred to hereinafter as "Individually Identifiable Information")
that, if misused, disclosed, lost or stolen, a Party believes would trigger an obligation
under one or more State data breach notification laws (each a "State Breach") to notify
the individuals who are the subject ofthe information.
4.5 Breach Indemnification. Each Party shall indemnify, defend and hold the other Party
harmless from and against any and all actual losses, liabilities, damages, costs and
expenses (collectively, "Information Disclosure Claims") arising directly from (i) the
Party's use or disclosure of Individually Identifiable Information (including PHI) in
violation of the terms of this Agreement or applicable law, and (ii) the Party's breach of
any HIPAA Breach of unsecured PHI and/or any State Breach ofIndividually Identifiable
Information.
5. Other Provisions
5.1 A breach under this Agreement shall be deemed to be a material default in the Parties'
Letter of Agreement.
5.2 Both Parties authorize termination of this Agreement by the other Party if a Party
determines the other Party has violated a material term of this Agreement.
5.3 To the extent there are any inconsistencies between this Agreement and the terms of any
terms of any other agreement, either written or oral, between the Parties, the terms of this
Agreement shall prevail.
PSCS:
BY:
SignatureName: _________________________
Title:
14