HomeMy WebLinkAboutDoc 503 - PacificSource Agrmt - Health SvcsJI'
Deschutes 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 October 20,2014
DATE: October 14, 2014
FROM: Nancy Mooney, Contract Specialist Phone: 322-7516
Health Services, Behavioral Health Division
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document #2014-503, Agreement between PacificSource
Community Solutions, Inc. (PSCS) and Deschutes County Health Services (DCHS).
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLlCA*nONS:
Deschutes County Health Services will support the Assertive Community Treatment (ACT) project
in Deschutes County to acquire Fidelity level infrastructure.
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).
I
1 The ACT Team provides intensive treatment, case management and outreach services to those
individuals with a serious mental illness who are under civil commitment or most at risk of state
hospital admission. This team also provides oversight to mental health residential programs
including adult foster homes, residential treatment homes and the secure residential treatment
facility.
FISCAL IMPLICATIONS:
PSCS will distribute a payment of $394,331.13 to allow for project development costs. The remaining
10% of the grant award may be made in four (4) equal quarterly payments of $10,953.64, following
receipt and approval of Deschutes County's quarterly report.
RECOMMENDA1-ION & ACTION REQUESTED:
Behavioral Health requests approval.
ATTENDANCE: Nancy Tyler, Adult Treatment Supervisor
DISTRIBUTION OF DOCUMENTS:
Executed copies to: Nancy Mooney, Contract SpeCialist, Health Services
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 witt 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 October 2, 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 support the Assertive
Community Treatment (ACT) project in Deschutes County to acquire Fidelity level
infrastructure.
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 ACT Team provides intensive treatment, case management and outreach services
to those individuals with a serious mental illness who are under civil commitment or
most at risk of state hospital admission. This team also provides oversight to mental
health residential programs including adult foster homes, residential treatment homes
and the secure residential treatment facility.
PSCS will distribute a payment of $394,331.13 to allow for project development costs.
The remaining 10% of the grant award may be made in four (4) equal quarterly
payments of $10,953.64, following receipt and approval of Deschutes County's quarterly
report.
Starting Date: I March 1, 20141 Ending Date: I June 30, 20151
Annual Value or Total Payment: I Maximum compensation is $438,145.70.
~ Insurance Certificate Receivei (checi box)
Insurance Expiration Date: N/A
10/2/2014
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 0 No
If No, has budget amendment been submitted? 0 Yes 0 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: IL-----l
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: D
Phone#:D
Departmental Contact and Title: I Nancy Mooney, Contract Specialist
Phone #: I 541-322-7516 I
Deputy Director Approval:
Distribution of Document:
Department Director Approval: ~..L£b.~::":=:::;~---=------
I Date
rn original to Nancy Mooney.
Official Review:
County Signature Required (check one)l~occ D Department Director (if <$25K)
D Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. )
Legal Review ~011 Date 11J-11..-{~
Document Number =20=-1.:-4:...,.-=-50;:;;..;3=--______
10/2/2014
REVIEWED
f(QlfY\;
LEGAL COUNSEl
Letter of Agreement
Assertive Community Treatment
Deschutes County Health Services
Effective: March 1, 2014 -June 30, 2015
This Letter of Agreement ("Agreement") is made between, PacificSource Community
Solutions, Inc., an Oregon Corporation ("Health Plan") 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 "parties", is effective March 1,
2014 and shall expire on June 30, 2015, unless terminated in accordance with subsection
Paragraph B ''Termination''.
PacificSource Community Solutions is contracted with the State of Oregon, acting by and
through the Oregon Health Authority ("OHA"), Division of Medical Assistance Programs
CDMAP"), to implement and administer services under the Oregon Health Plan ;
Services are provided to Deschutes County residents who meet the criteria for ACT services .
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
Provider shall use these Agreement funds solely to support the Assertive Community Treatment
(ACT) project in Deschutes County ("Provider's Service Area" or "Service Area") to acquire
Fidelity level infrastructure. Provider's Agreement is designed to improve the community's
capacity to provide ACT treatment services to Fidelity for those suffering from serious and
persistent mental illness.
Definition of Fidelity
For the purposes of interpreting this Agreement, "Fidelity" means the extent to which a program
adheres to the evidence based practice model. Fidelity to the ACT model means that an
organization participates in measuring whether ACT is being implemented to Fidelity, and will
require, at a minimum , meeting requirements outlined in OAR 410-172-0500 through 410-172
0510. Fidelity to the ACT model is measured using the Dartmouth ACT Fidelity Scale and other
tools that are part of the ACT Evidence-Based Practice Kit.
Program Description
Provider shall perform the ACT program activities . Changes to program implementation are
subject to OHA review and approval. The Provider will develop ACT program(s) in a manner
that is consistent with Fidelity standards established in OAR 410-172-0500 through 410-172
0510 and that meets the needs of its Service Area. The Program Description is as follows :
Assertive Cornmunity Treatment (ACT):
a . Provider will enhance existing ACT-related services to develop a Fidelity ACT program
as defined by OAR 410-172-0500 through 410-172-0510 within Deschutes County.
DC -201
b. Provider will develop the ACT program to include dedicated capacity to serve Members
involved with the criminal justice system.
c. Provider's ACT program will be fully operational by June 30, 2015.
d. Provider shall participate in technical assistance, and actively collaborate with the
Oregon Center of Excellence for Assertive Community Treatment, and Options for
Southern Oregon to develop the qualified Fidelity ACT program and support services
and monitor Fidelity utilizing the Dartmouth ACT Fidelity Scale.
11-RESPONSIBILITIES OF HEALTH PLAN. Health Plan shall perform the following duties for
the ACT program:
Disbursement and Reporting Activities.
The total not to exceed amount for this Agreement is $438,145.70. Following Agreement
execution and receipt and approval of Provider's invoice, Health Plan will make an initial
disbursement of 90% of the total award in the amount of $394,331.13 to allow for project
development costs. The remaining 10% of the grant award may be made in four (4) equal
quarterly payments of $10,953.64 beginning July 1, 2014 following receipt and approval of
Provider's quarterly invoice and quarterly report as required under this Agreement.
Each disbursement by Health Plan is contingent on the Provider being in compliance with the
terms of this Agreement, including without limitation that all representations and warranties of
Provider, are true on the date of disbursement. Provider understands and agrees that Health
Plan's disbursement of funds under this Agreement is contingent on Health Plan receiving
appropriations, limitations, allotments or other expenditure authority sufficient to allow Health
Plan in the exercise of its reasonable administrative discretion, to disburse the funds. Nothing in
this Agreement is to be construed as permitting any violation of Articles XI, section 7, of the
Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of
Oregon.
In the case that it becomes necessary to execute an amendment to this Agreement adopting
supplemental proposals, budgets, timelines or objectives for measuring satisfaction of Program
objectives, Health Plan will prepare and submit an amendment for Provider's signature. Any
revisions or amendments to this Agreement must be made in writing and signed by both parties.
Reporting Requirements.
Provider will submit encounter data for ACT services through OHA's Medicaid Management
Information System (MMIS) and Measures and Outcomes Tracking System (MOTS). All
Members receiving ACT Services must be enrolled within two (2) business days of admission
and disenrolled within one (1) business day of discharge and that Member's record maintained
in MOTS as specified in OHA's MOTS manual and as it may be revised from time to time.
Schedule of ACT Activities Reporting. Provider will submit written quarterly reports in a
format acceptable to Health Plan on the status of Provider's ACT program development and
progress toward Fidelity for the current reporting period and data projections for the next
quarter, to include:
a. Status of ACT service team development;
b. Program Fidelity Scores; and
c. Number of Members receiving ACT services.
Recovery of Grant Funds.
Any Agreement funds disbursed to Provider that are expended in violation or contravention of
one or more of the provisions of this Agreement ("Misexpended Funds") or that remain
unexpended on the earlier of termination or expiration of this Agreement ("Unexpended Funds")
must be returned to the Health Plan. Provider shall return all Misexpended Funds to Health Plan
promptly after Health Plan's written demand and no later than fifteen (15) days after receiving
Health Plan's written demand. Provider shall return all Unexpended Funds to Health Plan within
ten (10) days after the termination or expiration of this Agreement, whichever occurs earlier.
III. GENERAL PROVISIONS
A. 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 ("PHI"). 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 twenty-four (24) hours of any accidental
or unlawful destruction or accidental loss or damage, alteration unauthorized
disclosure or access to Customer data.
B. 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.
C. 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 ORS 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. Insurance and indemnity
requirements may be met via Provider's self-insurance program.
D. 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.
E. 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, HIPAA.
MISCELLANEOUS
A. Entire Agreement. This Agreement, and the exhibits 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:
I
I
To PacificSource Community Solutions, Inc.: To Deschutes County:
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
I. 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, HIPAA. Any and all references to "the Agreement" shall be construed to include the
exhibits attached hereto, including any terms and conditions included therein.
J. 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.
K. Covenant of Further 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
SOLUTIONS, INC.
DESCHUTES COUNTY HEAL TH SERVICES
Peter McGarrv By:
TAMMY BANEY, Chair
ANTHONY DEBONE, Vice Chair
ALAN UNGER, Commissioner
Title: Vice President -Provider Network Title: Board of Deschutes County Commissioners
Date: Date:
Address: PO Box 7469 Address: 2577 NE Courtney Drive
Bend, OR 97701 Title: Bend, OR 97701
Exhibit 1
CONFIDENTIALITY AGREEMENT
WHEREAS, in connection with the performance of the ACT Services, PacificSource Community
Solutions, Inc., and Deschutes County may receive from each other or otherwise 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 Information Technology for Economic and Clinical Health Act
(the "HITECH Act");
Therefore, in consideration of the foregoing premises and the mutual covenants and conditions
set forth below and in that Letter of Agreement executed between PacificSource 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 March 1, 2014 (Effective Date) by and between
PacificSource 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 information
(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 extra net; leased lines; dial-up lines; private networks; or e-mail.
2.3 "Protected Health Information" or "PHI" means information transmitted by or maintained
in any form or medium, including demographic information 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
information 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.
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 those actions provided to acquire Fidelity level infrastructure to
support the Assertive Community Treatment (ACT) project in Deschutes County.
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, if required) and
accountings.
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 Section, governs the determination of the date of a
HIPAA Breach. Parties will, following the discovery of a HIPAA 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 HIPAA Breach to the other Party, the discovery of a HIPAA
Breach shall occur as of the first day on which such HIPAA 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 HIPAA 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 HIPAA 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.
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 HIPAA 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 of the 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 of Individually 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: Deschutes County Health Services:
BY:
Signature
Name: peter McGarry
Title: Vice President -Provider Network Title: Director