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HomeMy WebLinkAboutDoc 011 - St. Charles - Psychiatric SvcsDeschutes County Board of Commissioners 1300 NW Wall 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 January 26, 2011 DATE: January 19, 2011 FROM: Lori Hill, Adult Treatment Program Manager Nancy England, Contract Specialist Phone: 322-7516 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document #2011-011, an Agreement between St. Charles Healthcare Community, Inc. and Deschutes County Health Services (DCHS) for Psychiatric Emergency Services. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: Psychiatric Emergency Services (PES) is a five -bed licensed hold facility located off of the St. Charles Medical Center, Bend Emergency Department. St. Charles operates the PES unit which is designed for short term acute psychiatric stabilization. The PES unit is the only unit designed to handle violent patient behavior, acute medical needs requiring oxygen or intravenous therapies in a psychiatric condition, and intense levels of acute medical service. PES serves all ages and is designed to provide maximum safety for patients experiencing behavioral disturbances or medical conditions that cannot be safely managed at Sage View. PES is primarily intended for individuals in need of seclusion or restraining those who have complex medical issues requiring specialized medical oversight. FISCAL IMPLICATIONS: Maximum compensation is $188,536. RECOMMENDATION & ACTION REQUESTED: Behavioral Health requests approval. ATTENDANCE: Nancy England, Contract Specialist DISTRIBUTION OF DOCUMENTS: Executed copies to: Nancy England, 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 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.) Date: January 6, 2011 Department: Please complete all sections above the Official Review Zine. Deschutes County Health Services, Behavioral Health Contractor/Supplier/Consultant Name: Contractor Contact: Type of Document: St. Charles Healthcare Community, Inc. Robin Henderson Contractor Phone #: Personal Services Contract. 541-706-2791 Goods and/or Services: Psychiatric Emergency Services (PES) is a five -bed licensed hold facility located off of the St. Charles Medical Center, Bend Emergency Department. Background & History: St. Charles operates the PES unit which is designed for short term acute psychiatric stabilization. The PES unitl is the only unit designed to handle violent patient behavior, acute medical needs requiring oxygen or intravenous therapies in a psychiatric condition, and intense levels of acute medical service. PES serves all ages and is designed to provide maximum safety for patients experiencing behavioral disturbances or medical conditions that cannot be safely managed at Sage View. PES is primarily intended for individuals in need of seclusion or restraining those who have complex medical issues requiring specialized medical oversight. Agreement Starting Date: July 1, 2010 Annual Value or Total Payment: Ending Date: June 30, 2011 Maximum compensation is $188,5361 ® Insurance Certificate Received (check box) Insurance Expiration Date: July 1, 2011 Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes (<$150K) ® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) 1/6/2011 Funding Source: (Included in current budget? ® Yes ❑ No If No, has budget amendment been submitted? D Yes ❑ No Departmental Contact: Title: Escott Johnson !Health Services Director Department Director Approval: Phone #: 322-7502 Date Distribution of Document: Include complete information if document is to be mailed. Official Review: County Signature Required (check one): [BOCC 0 Department Director (if <$25K) 0 Administrator (if >$25K but <$'110K; if >$150K, BOCC Order No. ) Legal Review � Date / /' - / / Document Number 2011-011 4t444 71- 3 Ai o Fro&! e ur 1/6/2011 For Recording Stamp Only Personal Services Agreement PSYCHIATRIC EMERGENCY SERVICES (PES) Contract # 2011-011 This Agreement (the "Agreement") is made and entered into by and between Deschutes County, a political subdivision of the State of Oregon, acting by and through its Deschutes County Health Services Department, Behavioral Health Division, hereinafter referred to as "County," and St Charles Health System, Inc, an Oregon non-profit corporation (hereinafter referred to as "Contractor"), Federal Tax Identification No. 93-0602940" WHEREAS, County and Contractor seek to assure the availability of Psychiatric Emergency Services (PES) for mentally ill indigent individuals residing in Crook, Deschutes and Jefferson Counties and served under this Agreement; WHEREAS, and the Contractor is able to offer PES Services (as outlined in Exhibit 2) at St. Charles Medical Center in Bend; and WHEREAS, County is authorized pursuant to ORS 426.241 and Service Element 24 (State of Oregon grant) to obtain, by contract, the emergency psychiatric care necessary for indigent residents of Crook, Deschutes and Jefferson counties; and IT IS HEREBY AGREED by and between the parties above mentioned, for and in consideration of the mutual promises hereinafter stated as follows: 1. Effective Date. This Contract is effective July 1, 2010 and, except as otherwise specifically provided herein, shall expire on June 30, 2011 unless earlier terminated or renewed by agreement of the parties. 2. Contractor's Services. Both Contractor and County agree to adhere to the principles and agreements for this Agreement as outlined in Exhibit 1. Contractor shall perform the services described as Psychiatric Emergency Services as described in Exhibit 2 attached hereto and incorporated herein, as funded by and through the County's contract with the State of Oregon Department of Human Services (Department). Services shall be financed in accordance with a schedule contained in Exhibit 2. For the full term of this Agreement, Contractor agrees to the payment methodology as outlined in Section 7 and Exhibits 1 and 2, to provide service to all indigent clients residing in Crook, Deschutes, and Jefferson Counties who meet admission criteria as outlined in Exhibit 2. Contractor agrees to maintain this arrangement for the remainder of the Agreement period. 3. Regulations and Duties. Contactor shall comply with all applicable provisions of the annual County Financial Assistance Contract, including applicable Service Descriptions attached thereto (Exhibit 4); in place at the time this contract is executed and effective July 1 of each biennium between the Oregon State Department of Human Services (Department) and Deschutes County, as the same may be amended and/or renewed from time to time. Contractor agrees to comply with the rules and regulations of County, applicable provisions in the Contract between County and the Department, incorporated herein by reference, as of the effective date of such regulations, applicable provisions of the Administrative Rules and Procedures of the Department, applicable Federal regulations and all provisions of Federal and State statutes, rules and regulations relating to Contractor's performance of services under this Agreement. Any PAGE 1 OF 23— BEHAVIORAL HEALTH - PERSONAL SERVICES AGREEMENT No. 2011-011 DC-201-i-Q1i act or duty of County, imposed upon County by Department, which, by the nature of this contract, County determines to be within the scope of this Agreement and is to be performed by Contractor, Contractor shall perform on behalf of County. No federal funds may be used to provide services in violation of 42 USC 14402. 4. Reporting. A. Contractor agrees to prepare and fumish such reports and data as may be required by the Department, including but not limited, to financial reports documenting all expenditures of funds under this Agreement in accordance with generally accepted accounting rules and procedures, client records which contain client identification, problem assessment, treatment (including any training and/or care plan), appropriate medical information, and progress notes, including a service termination summary and current assessment or evaluation instrument as designated in the administrative rules. Department Client Process Monitoring System (CPMS) data shall be completed in accordance with Department requirements and submitted to Department. Contractor agrees to, and does hereby grant County and the Department the right to reproduce, use and disclose for County or Department purposes, all or any part of the reports, data, and technical information fumished to County under this Agreement. Contractor shall make available to County, Department and any client of Contractor any and all written materials in altemate formats in compliance with Department's policies or administrative rules. For purposes of the foregoing, 'written materials" includes, without limitation, all work product and contracts related to this Agreement. B. Access to Records and Facilities. Department, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives shall have access to the books, documents, papers and records of Contractor that are directly related to this Agreement, the financial assistance provided hereunder, or any Service for the purpose of making audits, examinations, excerpts, copies and transcriptions. Contractor shall permit, authorized representatives of Department to perform site review of all Services delivered by County or a Provider. C. Reporting Requirements. Contractor shall prepare and fumish the following information to Department when a Service is delivered: 1. Client, Service and financial information as specified in the Service Description and other Exhibits. 2. All additional information and reports that Department or County reasonable requests. 5. Confidentiality and HI PAA Compliance. The parties shall comply with the terms of Exhibit 5 concerning Protected Health Information, as well as the Health Insurance Portability and Accountability Act (the "Act") and the federal regulations implementing the Act (collectively referred to as HIPAA). 6. County Monitoring and Site Visits. Contractor agrees that services provided under this Agreement by Contractor, facilities used in conjunction with such services, client records, Contractor's policies, procedures, performance data, financial records, and other similar documents and records of Contractor, that pertain, or may pertain, to services under this Agreement, shall be open for inspection by County, or its agents, at any reasonable time during business hours. Contractor agrees to retain such records and documents for a period of seven (7) years, or such longer period as may be prescribed for such records and documents by the Department Archivist or until the conclusion of any dispute or proceeding related to the services under this Agreement or involving the records of Contractor, whichever is longer. Contractor shall permit County and Department to make site visits upon reasonable notice to monitor the delivery of services under this Agreement. PAGE 2 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT NO. 2011-011 7. Payment of Agreement. County shall provide quarterly payments to Contractor as outlined in Exhibit 2 for rendering the services listed in this Agreement. Funds may only be used for the delivery of the service or services set out in this paragraph unless written permission is granted to use the funds for other services in accordance with this Agreement. Notwithstanding the foregoing, for the period between and including July 1, 2010 through June 30, 2011, Contractor shall receive $'x81536 in four quarterly payments (Exhibit 2) from County for services to all indigent clients served during those twelve months. This payment arrangement for 2010-11 requires Contractor to the conditions outlined in Exhibits 1 and 2 for all services described in this Agreement. Reconciliation based on actual utilization of bed days will be made in accordance with "Annual Payment Reconciliation" in Exhibit 2. Any change to this maximum payment amount for 2010-11 will be indicated by amendment to this agreement. 8. Bed Day Rate. For the purpose of this Agreement and extensions or renewals of this Agreement, the Contractor and the County have established a Bed Day Rate to assist in calculating future payments if both parties discontinue the heretofore described method of calculating compensation payable to Contractor and replace the same with a fee-for-service payment method. This calculation is based on a 2010-11 bed day rate of $8Z?. This Bed Day Rate will only affect payment and service levels if both parties agree to discontinue the full risk, capitation payment method in and replace the same with a fee-for- service payment method. Any change to this bed day rate will be indicated by amendment to this agreement. 9. Payments in Future Years beyond June 30, 2011. Not later than April 2010, the affected parties shall meet to review the Agreement and negotiate the program and reporting requirements, protocols and payment to be paid by County to Contractor beginning July 1, 2011. The parties may at that time also negotiate payment methods and amounts for one or more years after fiscal year 2010-11. The County shall furnish Contractor with relevant information conceming Department funds anticipated to be provided for services covered under this Agreement, together with budgeted amounts, if any, of the County General Fund for such services. Contractor shall furnish relevant information conceming Contractor's costs and overhead related to performance of services covered by this Agreement. The parties shall consider amounts previously paid by County under this Agreement and determine whether and to what extent such payments have fairly compensated Contractor for such services. The parties shall also consider amounts paid and received by similar providers of acute psychiatric care for indigent mental health patients. In deciding the appropriate compensation level for future services, the parties shall consider adjustments in service levels or funding or both. 10. Mediation. If the parties cannot reach agreement in matters other than Section 15 of this Agreement, they shall submit the matter to mediation. The parties shall agree upon a single mediator who is experienced in the area involving the dispute. If the parties are unable to agree on a mediator, each party shall submit 2-3 names of people acceptable as mediator to the Presiding Judge of Deschutes County, who shall select the mediator from the list provided. Thereafter, the parties shall participate in the mediation process in good faith. If mediation fails to resolve the issue then either party may proceed to arbitration. 11. Arbitration. If the parties are unable to resolve the dispute over compensation by mediation, they shall submit the matter to arbitration as follows: Either party may at any time request final and binding arbitration of the matter, provided the parties have first tried in good faith to settle the matter by nonbinding mediation. A party may request arbitration by giving notice to that effect to the other party. The dispute shall be determined in Deschutes County, Oregon, by three (3) arbitrators, one selected by each party and the two arbitrators selecting a third arbitrator. The arbitration shall be conducted in accordance with the rules of the Deschutes County Circuit Court Arbitration Program, except to the extent provided otherwise under Oregon laws on arbitration and as otherwise provided herein. All arbitrators shall be people having at least 10 years experience with health or mental health business transactions. Each party shall submit its position PAGE 3 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT NO. 2011-011 to the arbitrators, together with evidence thereon, and the arbitrators shall decide the issue and determine the prevailing party, which decision is final. On the application of either party, the award in the arbitration may be enforced by the order of judgment of a court of competent jurisdiction. 12. Recovery of Funds. Expenditures of Contractor may be charged to this Agreement only if they: (1) are in payment for services performed under this Agreement; (2) conform to applicable State and Federal regulations and statutes; (3) are in payment of an obligation incurred during the period of this Agreement and (4) are not in excess of 100% of the maximum amount detailed in Exhibit E. In the event the parties convert to a fee-for-service method of payment any County funds spent for purposes not authorized by this Agreement shall be deducted from payments or refunded to County, at County's option. Payments by County under a fee-for-service method in excess of authorized actual expenditures shall be deducted from payment or refunded to County no later than thirty (30) days after the expiration of this Agreement. If Contractor fails to provide an acceptable audit performed by a certified public accountant for federal funds received under this Agreement, or if federal authorities demand the repayment of federal funds received under this Agreement, County may recover all federal funds paid under this Agreement, unless a smaller amount is disallowed or demanded. If Department disallows or requests repayment for any funds paid under this Agreement clue to Contractors' acts or omissions, Contractor shall make payment to the County of the amount disallowed or requested. In the event that the Department determines that County is responsible for the repayment of any funds owed to the Department by Contractor, Contractor agrees to make such payment within ten days of notification by County or the Department of said determination by the Department. 13. Retention of Revenue and Eamed Interest. Fees and third -party reimbursements, including all amounts paid pursuant to Title XIX of the Social Security Act by the Department, for services rendered by Contractor, and interest eamed on such funds in the possession of Contractor, shall be retained by Contractor provided that it is expended for a mental health service which meets the standards of the Department 14. Withholding of Payments. Notwithstanding any other payment provision of this Agreement, should Contractor fail to submit reports required by Section 4(A) and Exhibit B when due, or fail to perform or document the performance of contracted services, County shall immediately withhold payments under this Agreement. 15. Termination. All or part of this Agreement may be terminated by mutual consent of both parties, or by either party at any time for convenience upon six (6) months notice in writing to the other party. If the County initiates the termination, payment of the usual and customary expenses of termination shall be made to the Contractor. If the initial provider investment is substantial, this Agreement may not be terminated by the County for convenience. The County may also terminate all or part of this Agreement as specified below: A. With thirty (30) days written notice, if funding to the County from Federal, State, or other sources is not obtained or is not continued at levels sufficient to allow for purchase of the indicated quantity of services. The County will give more notice whenever possible. B. With thirty (60) days written notice, if Federal or State regulations are modified or changed in such a way that services are no longer allowable for purchase under this Agreement. C. Upon notice of denial, revocation, or non -renewal of any letter of approval, license, or certificate required by law or regulation to be held by the Contractor to provide a service element under this Contract. D. With thirty (30) days written notice, if Contractor fails to provide services, or fails to meet any performance standard as specified by the County in this Agreement (or subsequent modifications to this Agreement) within the time specified herein, or any extensions thereof. PAGE 4 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 E. Upon written or oral notice, if County has evidence that the Contractor has endangered or is endangering the health and safety of clients, residents, staff, or the public. F. Failure of the Contractor to comply with the provisions of this Agreement and all applicable Federal, State and local laws and rules which may be cause for termination of this Agreement. The circumstances under which this Agreement may be terminated by either party under this paragraph may involve major or minor violations. Major violations include, but are not limited to: 1. Acts or omissions that jeopardize the health, safety, or security of clients. 2. Misuse of funds. 3. Intentional falsification of records. In the case a failure to perform jeopardizes the safety and security of the Counties' (Deschutes, Crook and Jefferson) client(s), the Contractor and the County shall jointly conduct an investigation to determine whether an emergency exists and what corrective action will be necessary. Such an investigation shall be completed within five (5) working days from the date the County determines that such failure exists. In those circumstances where a major violation is substantiated, continued performance may be suspended by County immediately. In all cases involving a major violation, a written notice of intent to terminate this Agreement shall be sent to the Department and the Contractor found to be in violation. Minor violations usually involve less than substantial compliance with the general or special conditions of this Agreement. Continued substantial minor violations that threaten adequacy of services may be treated like a major violation. Prior to termination for major or minor violations, the Contractor shall be given a reasonable opportunity to refute the findings. If the problem is not corrected or remedied within thirty (30) days after the County has given written notice to the Contractor, or in the case the problem cannot be corrected or remedied within the thirty -day period the Contractor fails to commence and pursue corrective action with reasonable diligence and good faith, then the County may terminate this Agreement or initiate other remedial action. Termination shall be without prejudice to any obligations or liabilities of either party accrued prior to such termination. 16. Encumbrance or Expenditure After Notice of Termination. Contractor shall not make expenditures, enter into contracts, or encumber funds in its possession that belong to the County, after notice of termination or termination as set out above, without prior written approval from County. County will continue to be obligated to pay for authorized services to the date on which termination takes effect. 17. Independent Contractor. Contractor is engaged hereby as an independent contractor, and will be so deemed for purposes of the following: A. Contractor will be solely responsible for payment of any Federal or State taxes required as a result of this Agreement. B. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. For goods and services to be provided under this Agreement, Contractor agrees to: a. perform the work in a good, workmanlike, and timely manner; b. comply with all applicable legal requirements; c. take all precautions necessary to protect the safety of all persons at or near Sage PAGE 5 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 View, including employees and patients of Contractor and County; d. take full responsibility for wages and entitlements of Contractor's employees assigned to or furnishing services at Sage View. C. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of the County or Department, and County and Department do not have the right of direction or control of the manner in which Contractor delivers services under this Agreement or exercise any control over the activities of the Contractor. Contractor is not an officer, employee or agent of County as those terms are used in ORS 30.265. D. County is not, by virtue of this Agreement, a partner or joint venturer with Contractor in connection with activities carried on under this Agreement, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. E. The Contractor is an independent contractor for purposes of the Oregon Workers' Compensation law (ORS Chapter 656) and is solely liable for any Workers' Compensation coverage under this Agreement 18. Contractor and Subcontractors. Contractor agrees to make all provisions of this Agreement with the County applicable to any subcontractor performing work under this Agreement. Contactors who perform the work without the assistance of labor or any employee, as determined under ORS Chapter 656 and rules adopted pursuant thereto, need not obtain Workers Compensation coverage. 19. Constraints. A. The Provisions of ORS 2796.220, 2798.230, and 2796.235, are by this reference incorporate and made a part of this Agreement 1. Contractor shall pay employees for overtime work performed under this Agreement in accordance and otherwise comply with applicable provisions of ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 ("FLSA") (29 U.S.0 201 et. seq.). B. This Agreement is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. C. Unless exempted under the rules, regulations and relevant orders of the Secretary of Labor, 41 CFR, Chapter 60, Contractor agrees to comply with all provisions of Executive Order No. 11246, as amended by Executive Order No. 11375 of the President of the United States dated September 24, 1965 as supplemented in Department of Labor regulations (41 CFR Part 60), Titles VI and VII of the Civil Rights Act of 1964 as amended, Sections 503 and 504 of the Rehabilitation Act of 1973 as amended and 45 CFR 84.4, which states, "No qualified person shall, on the basis of handicap, be excluded from participation in, be denied benefits of, or otherwise be subjected to discrimination under any program or activity which receives or benefits from Federal financial assistance." Contractor will also comply with all applicable rules, regulations and orders of the Secretary of Labor conceming equal opportunity in employment and the provisions of ORS Chapters 659 and 659A. PAGE 6 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 D. If the limitation amount specified in this Agreement for Title XIX Clinic Services exceeds $100,000, Contractor shall provide the State of Oregon with written assurance that Contractor will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857 (h), the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) including but not limited to Section 508 of the Clean Water Act (33 USC 1368) Executive Order 11738 and Environmental Protection Agency regulations (40 CFR Part 15) which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. Violations shall be reported to the Department, HHS and the appropriate Regional Office of the Environmental Protection Agency. E. Contractor shall comply with Federal rules and statutes pertaining to the Alcohol, Drug and Mental Health (ADMH) and Social Security (formerly Title XX) Block Grant(s); including the Public Health Services Act, especially sections 1914 (b)(1-5), 1915 (c)(12), 1916 (b)(2) and Public Law 97-35. F. The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury that she/he is authorized to act on behalf of Contractor. 20. Hold Harmless. Contractor shall indemnify, save and hold harmless and defend the State of Oregon, Human Resources Department, the County, and their Departments and their officers, employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses, of any nature whatsoever, resulting from, arising out of or relating to the operations of Contractor, including, but not limited to the activities of Contractor, its officers, employees, subcontractors and agents under this Agreement. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 21. insurance. Prior to the effective date of this Contract, Contractor shall obtain, at Contractor's expense, and maintain in effect all insurance requirements as outlined in Exhibit 3. Contractor may satisfy the requirements for liability insurance by obtaining from Hospital a defense, indemnity and hold harmless agreement, together with evidence of coverage under Hospital's program of self insurance and umbrella insurance policies for the defense and satisfaction of claims. In the event of unilateral cancellation or restriction by the insurance company of any insurance policy referred to in this paragraph, Contractor shall immediately notify County verbally and in writing. 22. Settlement of Disputes. Differences between a Contractor and County, or between contractors, will be resolved when possible at appropriate management levels, followed by consultation between boards, if necessary. Where resolution of such disputes is not achieved after consultation with the respective Boards of Contractor and County, the parties shall proceed with mediation and binding arbitration in accordance with Sections 10 and 11 of this Agreement. 23. Financial Audit. Contractor shall provide County with a copy of each and every audit which it prepares in order to comply with the applicable audit requirements and responsibilities set forth in the Office of Management and Budget Circular A-133 entitled "Audits of States, Local Govemments and Non - Profit Organizations." 24. Assignment Contractor shall not assign this Agreement without the prior written consent of County. PAGE 7 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 25. Renewal. This Agreement may be renewed, subject to the following conditions: (1) renewal will be based on the County Annual Implementation Plan approved by the Department, and (2) renewal is subject to the availability of funding. 26. Additional Federal Law Compliance Requirements. A. Contractor shall comply with all applicable federal, state and local laws, administrative rules, ordinances and regulations. B. Contractor shall not knowingly and willfully make or cause to be made any false statement or representation of a material fact in connection with the furnishing of items or Services for which payments may be made by Department. C. To the extent Contractor provides any service whose costs are paid in whole or in part by Medicaid, Contractor shall comply with the federal and state Medicaid statutes and regulations applicable to the service, including but not limited to: 1. Keep such records as may be necessary to disclose the extent of services furnished to clients and, upon request, fumish such records or other information to the Department, the Medicaid fraud section of the Oregon Department of Justice and the Secretary of Health and Human Services; 2. Comply with all applicable disclosure requirements set forth in 42 CFR Part 455, Subpart B; 3. Comply with any applicable advance directive requirements specified in 42 CFR Section 431.107(b)(4); and 4. Comply with the certification requirements of 42 CFR Sections 455.18 and 455.19. D. Prohibitions Against Lobbying. 1. Contractor, or any person, firm or corporation acting on behalf of Contractor, certifies that no funds paid under this Agreement will be used to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. 27. Non -Discrimination. Contractor agrees that no person shall, on the grounds of race, color, creed, national origin, sex, marital status, disability, association, or age, suffer discrimination in the performance of this Agreement when employed by Contractor. Contractor agrees to comply with title VI of the Civil Rights Act of 1964, with section. V of the Rehabilitation Act of 1973 as implemented by 45 CFR Section 84.4, with the Age Discrimination Act of 1975 as amended, the Age Discrimination Act of 1974 as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1975 as amended and with all applicable regulations, administrative rules and requirements of federal and state civil rights and rehabilitation statues. Additionally, Contractor shall comply with Title II of the Americans with Disabilities Act of 1990 as amended (42 USC 12131 et. Seq.), ORS 30.670 to 30.685, ORS 659.425, ORS 659.430, and all regulations and administrative rules established pursuant to those laws in the construction, remodeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with services delivered under the Agreement. Unless exempted under 41 C.F.R. 60-1.1 to 60.999.1 (1997), the Contractor agrees to comply with all provisions of Executive Order No. 11,246, 30 F.R. 12319 (1965), as amended by Executive Order No. 11,375, 32 F.R. 14303 (1967), reprinted in 42 U.S.C. 2000e (1994) and Executive Order No. 12,086, as supplemented by 41 CFR Part 60, and all applicable rules, regulations, and orders of the Secretary of Labor concerning equal opportunity in employment and the provisions of ORS Chapter 659. Contractor shall comply with all federal law PAGE 8 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-01 1 goveming operation of Community Mental Health Programs, including without limitation, all federal laws requiring the reporting of Client abuse. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so Incorporated. 28. Reductions in Contract Funding. A. Any funds spent by Contractor for purposes not authorized by this Agreement shall either be paid directly by the Contractor to the County or, If not so paid, at the discretion of County, shall be deducted from future payments from County to the Contractor. Payments by County in excess of authorized amounts that have not been repaid by the Contractor within thirty (30) days after the Contract's expiration or after notification by the County, whichever date is earlier, shall be deducted from future payments from County to the Contractor. B. In the event that a statutorily required operating license or letter of approval is not extended or is suspended, County's obligation to provide reimbursement for services or program expenses hereunder related to services rendered without the necessary license or approval will cease on the date of termination of this Agreement (whether in whole or in part) or the date of expiration or suspension of the license or letter of approval, whichever date is earlier. C. Any funds awarded to the Contractor pursuant to a fee-for-service payment method under this Agreement that are not obligated and/or spent within the term of this Agreement shall be cancelled and revert to the County. 29. Attorney Fees. In the event an action, suit or proceeding, including appeal there from, is brought for breach of any of the terms of this Agreement, or for any controversy arising out of this Agreement, each party shall be responsible for its own attomey's fees, expenses, costs and disbursements for said action, suit, proceeding or appeal. 30. Entire Acreeme©t. This Agreement constitutes the entire Agreement between the parties on the subject matter hereof. There are no understandings, contracts, or representations, oral or written, not specified herein regarding this Agreement. 31. Survival. The provisions of paragraphs 3 to 12, 17 to 20, 23 to 27, and 29 and 30, shall survive the termination or expiration of this Agreement. DATED this day of DATED this day of , 2011. Tammy Baney, Chair Deschutes County Board of Commissioners 2011. CONTRACTOR: St. Charles Health Syste ,f Inc. Karen M. Shepard, Sr. ' Finan: /CFO EXHIBIT 1 SE24 Funding for Local Acute Care Access PES contract Proposed Plan for 2010 Principles: 1. Maintain a shared risk management payment method as outlined in Section 7 of main body of the Agreement. 2. Increase oversight and focus on diversion (when clinically appropriate). Establish process for admission authorization and utilization management for length of stay that is consistent with fee for service model. Exact details of process will be agreed upon by mutual agreement of the Directors of Deschutes, Crook and Jefferson Counties and St Charles Health System or designees. 3. The approach is regional with all 3 Central Oregon counties committing to this Agreement. 4. Each of the three (3) counties will have designated diversion funds to assist with such items as motels, transportation and medication when clinically indicated. Bed days: 1. Number: .62/day — 228/year 2. Bed Day Rate: $8271day Parties will negotiate in good faith a rate for 2011-12 based on the general acute care budget in the region and PES cost of care information from SCMC. Any negotiated rate change would be reflected by contract amendment. Agreement for Successful Management of Resources within Risk Agreement: 1. Contractor and SCMC staff will follow admission authorization protocol as outlined in "County Acute Care Authorization" in Exhibit 2 for voluntary and involuntary admissions to PES that fall under this Agreement. 2. In order to best facilitate the potential for diversion, SCMC staff will contact the responsible County staff when admission is being considered and prior to client being given an indication of admission intent. All admissions, both voluntary and involuntary, require pre -authorization by the appropriate County staff. 3. County and SCMC staff will actively work on diversion. County staff will access designated diversion funds when needed through process outlined in individual counties. 4. County's Crisis team (CAT) staff will have daily in-person contact with PES to participate in the review of all Deschutes admissions and assist in discharge planning. Crook and Jefferson county staff will have daily (weekday) contact with PES via telephone. The Regional UM will provide authorizations for continued stay based on clinical necessity for all Central Oregon admissions covered under this Agreement. (Same process as for Oregon Health Plan clients) 5. Protocol for initial authorization and utilization management may be modified during the Agreement by written agreement between the Manager of SCMC Behavioral Health Services and Directors of Deschutes, Crook and Jefferson counties. 6. For clients anticipated to need a long term stay — an Extended Care Management Unit (ECMU) referral packet will be completed by SCMC staff immediately after a client is civilly committed by a judge (i.e. within 1-2 days) 7. County will work with Accountable Behavioral Health Alliance (ABHA) to provide continued training and consultation in Acceptance Commitment Therapy (ACT) model for both County and SCMC staff 8. County MCAT supervisor will continue to work with local law enforcement to improve contact with County MCAT prior to a person being brought to ER —goal will be to divert when possible. Additional Considerations: In addition to the adjusted payment rate, Contractor agrees to the following additional considerations: PAGE 10 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 1. To provide the Jefferson, Crook and Deschutes counties with a financial report showing total revenue and expenses by category (i.e personnel costs, materials, etc)and the operating deficit for the facility as well as the bed day rate associated with the Medicare cost report. Financial report will be provided every 6 months at the Central Oregon Regional Acute Care Committee (CORACC) meeting; 2. To jointly sponsor training(s) and planning to strengthen the system in its use of beneficial interventions for suicidal clients seeking hospital, crisis or outpatient services; 3. To join with Jefferson, Crook and Deschutes counties in advocating for improvements in the Oregon State and Regional acute care system (State), with shared advocacy for State reimbursement for the cost of care for indigent clients on the State wait list for long term care; 4. To advocate and offer support for the development of hold room services and hospital diversion options at area hospitals; and 5. To not charge Jefferson, Crook and Deschutes counties for transport costs between the Psychiatric Emergency Services unit at St. Charles Medical Center and Sage View. PAGE 11 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 EXHIBIT 2 General Description of Psychiatric Emergency Services (PES): Psychiatric Emergency Services (PES) is a five -bed licensed hold facility off the St. Charles Medical Center - Bend Emergency Department. This PES unit is designed for short term acute psychiatric stabilization. The PES unit is Contractor's only area that is designed to handle violent patient behavior, acute medical needs requiring oxygen or intravenous therapies in a psychiatric condition, and intense levels of acute medical service secondary to a primary psychiatric condition_ PES is not designed for lengthy stays, as the average length of stay is 1.4 days and is intended only for individuals who cannot be safely managed in Sage View. It is primarily intended for individuals in need of seclusion or restraint or those who have complex medical issues requiring specialized medical oversight. In recognition that Contractor also provides Sage View Services as outlined in separate contract, it is agreed that clients will receive treatment at the least restrictive level of care possible. PES serves all ages and is designed to provide maximum safety for patients experiencing behavioral disturbances or medical conditions that cannot be safely managed at Sage View. Adult patients can be transferred to Sage View once behavioral and medical concems have stabilized. Geriatric and Adolescent patients are considered for transfer to appropriate services upon stabilization. Admission Criteria: • Primary Mental health diagnosis, AND meets one of more of the following factors describing the clients condition: o Client presents as a significant danger as evidenced by person is at imminent risk to self or others or unable to meet their basic needs due to a major mental illness OR o Client is at high risk for self destructive acts secondary to severe psychiatric symptoms (Le. command hallucinations or persecutory delusions, severe depression); OR o Client is at significant risk of committing violent, aggressive or impulsive acts that can best be explained as resulting from a severe emotional state or exacerbation of an existing psychiatric condition; OR o Client has acute onset of psychosis, severe thought disorganization or deterioration of a chronic psychotic condition so that the client is unmanageable and unable to cooperate in treatment in a less restrictive, less intensive setting; OR o Client needs psychiatric medication adjustment that cannot be managed in the community including monitored administration of medication; OR o Client presents severe functional impairment resulting from an acute psychiatric condition such that the member is unable to provide for basic self-care without 24-hour supervision; OR o The clients condition is such that proposed treatments require 24 hour nursing observation (ie.side effects of atypical complexity, presence of a medical condition that complicates psychiatric treatment) which are not appropriate outside of a hospital setting and are not primarily for a substance abuse or medical condition. OR o AND in addition to one or more of the criteria outlined above, there are no available less restrictive out-patient alternatives to provide for the safety and supervision of client needs o AND meets one or more of the following criteria: o Client has a need for seclusion and/or restraint o Clients presents significant behavioral disturbance that cannot be managed at Sage View PAGE 12 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT NO. 2011-011 o Client has co -morbid medical condition that cannot be managed at Sage View o Client presents risk of serious detox that cannot be managed at Sage View Payment for Psychiatric Emergency Services (PES): Contractor agrees to the payment methodology outlined in this Agreement to provide psychiatric emergency services (PES) to all indigent clients residing in Crook, Deschutes, and Jefferson counties who meet admission criteria, with the only exception of bed space being unavailable. This service must occur in the actual PES unit of St. Charles Medical Center Bend. The covered service for this level of care, under this Agreement, is designated for patients who require a hospital hold, or meet hospital hold criteria, but are willing to be admitted on a voluntary basis. A hospital hold placed pursuant to ORS 426.232 or a voluntary admission, must also meet admission criteria related to a primary mental health diagnosis. It is not the intention of these funds to pay for primary substance abuse diagnosis or primary intoxication. They must also have a level of medical or behavioral acuity that warrants placement in an environment of intensive supervision, and cannot function in Sage View at the time of admission. It is intended that all patients will receive treatment at the least restrictive level of care possible. The payment will cover all charges associated with the admission of indigent clients for PES services, including but not limited to room rate, associated staff time and professional fees (including psychiatrist/MD), psychiatric medications, lab work and medical care. This contract will include all bed days excluding day of discharge. For clients who are civilly committed, this contract will include all bed days up to and including day of commitment. All days post -commitment will be covered under a separate contract agreement. Contractor shall neither bill nor expect payment for any additional services as part of PES service under this Agreement or as payment from any of the three counties, except as outlined below under "Annual Reconciliation Based on Actual Bed Day Usage". County shall provide quarterly payments to Contractor, for rendering the services listed in this Agreement. Funds may only be used for the delivery of the service or services set out in this Agreement unless written permission is granted to use the funds for other services in accordance with this Agreement For the period between and including July 1, 2010 through June 30, 2011, Contractor shall receive $188:536 for PES services in four (4) quarterly payments as outlined below. The total amount will cover all PES services to all Central Oregon indigent clients served during those 12 months. October 15, 2010 $47,134.00 January 15, 2011 April 15, 2011 $47,134.00 $47,134.00 June 30, 2011 $47,134.00 Annual Reconciliation Based on Actual Bed Day Usage: At the close of contract June 30, 2011, three provisions related to a financial reconciliation will be considered to determine whether to adjust the final annual payment to Contractor. Annual bed day usage will be calculated based on fiscal year July 1 -June 30 for each year of the Agreement. 1. If the total annual bed days under this Agreement are less than 228: In this circumstance, the actual number of days under 228 will be valued at the fiscal year bed day rate, as outlined in Section 8 of the Agreement. The dollar amount of this savings due to a lower level of service will be shared equally (50%) by both County and Contractor. Contractor will refund an amount to County equal to 50% value of unused bed days. 2. If the total annual bed days under this Agreement is between 228 and 285: No adjustment in the annual payment will be owing to either party and the stated payment level will remain unchanged. PAGE 13 OF 23 — BEHAVIORAL. HEALTH - PERSONAL SERVICES CONTRACT NO. 2011-011 3. If the total annual bed days used under this Agreement is equal to or greater than 285: County will pay Contractor at the fiscal year bed day rate for each day in excess of this amount. If there are any discrepancies in the number of actual bed days covered under this Agreement: Any discrepancies will be referred to the Utilization Management Committee for resolution utilizing guidelines of this Agreement as well as guidelines outlined by the state for county of responsibility. If services are provided without authorization as outlined in Exhibit 2: Any discrepancies will be brought to the Utilization Management Committee for discussion and resolution. Process for Obtaining Authorization for Covered Mental Health Services Authorization Process: In order to track bed day utilization and assure optimum usage of resources, it is agreed that Contractor and County will adhere to an authorization process that is mutually agreed upon between and among Contractor, the County, BestCare Treatment Services (on behalf of Jefferson County) and Lutheran Community Services Northwest (on behalf of Crook County). Report Data from SCMC Each person admitted under approved indigent funding, must also meet the hospital internal requirements for "free care" and go through the hospital process of due diligence. In essence the patient is "pended" to indigent funding contingent upon the outcome of the hospital due diligence process for funding under the risk based agreements. The following process outlines the approval process for clients to be "pended" to indigent contract as well as the finalization of the list of client bed days that will be actually "paid" or credited to usage under this Agreement. 1. Upon authorization for admission under indigent funds (pended), the intake worker for PES will contact County Regional UM by phone with the following information: Client Name, DOB, Admit Date, Funding, Level of Care, Hold Status, estimated Length of Stay. After receiving this information, the Regional UM will access SCMC Electronic Health Record for any need additional information. This Regional UM will utilize this data to compile the Regional Case List Report. The hospital will provide a monthly list of the authorized patients who also have met the hospital criteria for 'free care° and whose admission will be will be "paid° or credited under this Agreement. These lists will be provided by the 15th of each month and include "free care" clients from admissions one month prior (i.e. on 3/15 a report would be provided for clients meeting free care criteria between 1115-2115) This report will run off of the admission date (i.e. a patient admitted April 30 and discharged May 5 will show up on April list). The required date by which this list is to be faxed permits the "lag time" it takes for internal hospital due diligence for posting cost to the risk based agreements. The report will contain Personal Health Information (PHI) thus must be faxed. This report will go to the Regional UM. The required data elements in this report will be: 1. Patient Name (last, first) 2. SCMC Internal record number 3. Admit date 4. Discharge date 5. Location of service PES or Sage View PAGE 14 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 Once the Regional UM has the patient list from the hospital, he/she will be permitted accesses to SCMC electronic medical record (TIER and/or CERNER) to ascertain qualitative data required for the Regional Case List. This Case List will be reviewed at the monthly Central Oregon Regional Acute Care Committee (CORACC) UM group meeting. The Regional UM will follow established SCMC procedures for access to the hospital's electronic medical record. PAGE 15 OF 23 — BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 EXHIBIT 3 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name: St. Charles Health Systems, Inc. Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit ❑ $500,000 0 $500,000 Id$1,000,000 0 $1,000,000 0 $2,000,000Jli�' $2,000,000 Professional Liability insurance covers amages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after the contract work is completed. Required bYCounty 0 Not required by County one box must be checked) Commercial General Liability 14r Single Claimant and Incident Oregon Tort Claims Act limits ❑ $1,000,000 ❑ $2,000,000 insurance with a combined single limit AI Claimants Arising from Single Incident Oregon Tort Claims Act limits $2,000,000 0 $3,000,000 of not less than: Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual liability. The Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies, including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every year. The policy shall be endorsed to name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. Required by County 0 Not required by County (One box must be checked) Automobile Liability insurance with a combined single limit of not Tess than: Per Occurrence ❑ $500,000 ❑ $1,000,000 PAGE 16 OF 23 - BEHAVIORAL HEALTH - PERSONAL SERVICES CONTRACT No. 2011-011 ❑ $2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not ow vehicles registered to the business. El Required by County Not required by County (one box must be checked) Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross -liability clause or separation of insureds condition must be included in all commercial general liability policies required by this Contract. Contractors coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. Contractor shall notify the County in writing at least 30 days in advance of any cancellation, termination, material change, or reduction of limits of the insurance coverage. The Certificate shall also state the deductible or, if applicable, the self-insured retention level. Contractor shall be responsible for any deductible or self-insured retention. If requested, complete copies of insurance policies shall be provided to the County. Risk M ement review PAGE 17 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 Date ` Exhibit 4 MHS 24/2009 - 2011 Page 1 of 3 Service Name: REGIONAL ACUTE PSYCHIATRIC INPATIENT SERVICES Service ID Code: MIS 24 I. Service Descrintion Regional Acute Psychiatric Inpatient Services (MISS 24) are inpatient psychiatric services delivered to individuals who are suffering from an acute mental illness, or other mental or emotional disturbance posing a danger to the health and safety of the individual or others. The services are primarily delivered on an inpatient basis and are intended to stabilize, control and/or ameliorate acute psychiatric dysfimctional symptoms or behaviors in order to return the individual to a less restrictive environment at the earliest possible time. MHS 24 Services also include ancillary services such as regional coordination and enhancements to Community Mental Health Program (CMHP) services that serve to expedite the movement of individuals into and out of facilities where inpatient psychiatric services are delivered and to divert persons from acute care services. U. performance Requirements MHS 24 Services funded through this Agreement may only be delivered to the following individuals: A. An individual in need of emergency hold services under ORS 426.232 and ORS 426.233; or B. An individual committed to Department under ORS 426.130; or C. An individual voluntarily seeking MHS 24 Services provided that service capacity is available and the individual satisfies one or more of the following criteria: 1, The individual is at high risk for an emergency hold or civil commitment without voluntary inpatient psychiatric services; or 2. The individual has a history of psychiatric hospitalization and is beginning to decompensate but for whom a short period of intensive inpatient psychiatric treatment would reverse the decompensation process; or 3. The individual is an appropriate candidate for inpatient psychiatric treatment but other inpatient psychiatric treatment resources are unavailable. D. Hospital and Secure Residential Treatment Providers of MISS 24 Services funded through this Agreement must comply with OAR 309-032-0850 through 309-032- 0890, as such rules may be revised from time to time. Facilities in which a Provider delivers MHS 24 Services funded through this Agreement must maintain: MHS 24 GT0323-09 Approved 5/29/2009 PAGE 18 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 MHS 24/2009 - 2011 Page 2 of 3 1. Hospitals Licensed under ORS 441.015 or certified by the Joint Commission on Accreditation of Health Care Organization ("JCAHO") for the hospital services; or 2. Approval under applicable portions of OAR 309-033-0500 through 309-033- 0560, as such rules may be revised from time to time, for emergency hold beds. B. Secured Transportation Providers transportation services under MHS 24 will be approved under OAR 309-033-0432 through 309-033-0437, as such rules maybe revised from time to time. III. Special Revolting Requirements A. Reports of JCAHO reviews of the facility where a Provider delivers MHS 24 Services funded through this Agreement must be submitted to Department within 60 days after the Provider's receipt of such reports or reviews. Submit reports to Addictions & Mental Health Division, Contracts Administrator. B. Hospital and Secure Residential Treatment Providers of MHS 24 Services funded through this Agreement must submit the following information to Department electronically through the Oregon Patient and Resident Care System (OP/RCS) within 12 hours of an individual's admission to and discharge from the Provider's facility for MHS 24 Services, as outlined in the OP/RCS Manual. C. Contractor must annually submit an accounting report of MHS 24 funds using forms prescribed by Department by August 31 for the prior state fiscal year. IV. Financial Assistance Calculation and Disbursement Procedures A. Calculation of Financial Assistance: Department will provide financial assistance for MHS 24 Services identified in a particular line of the Financial Assistance Award from funds identified on that line in an amount equal to the amount set forth in that line of the Financial Assistance Award; provided, however, that Department's obligation to provide financial assistance for MHS 24 Services under a particular line of the Financial Assistance Award is conditioned on delivery, during the period specified on that line, of the number of units of MHS 24 Services service capacity specified on that line (whether or not such capacity is utilized). If the number of units of MHS 24 Services service capacity specified on the line are not delivered during the entire period specified on that line, Department shall have no obligation to provide financial assistance for MHS 24 Services from funds awarded on that line. B. Disbursement of financial assistance: Department will disburse the funds awarded for MHS 24 Services in a particular line ofthe Financial Assistance Award to County in substantially equal monthly allotments during the period specified in that line of the Financial Assistance Award, subject to the following: MHS 24 GT0323-09 Approved 5129/2009 PAGE 19 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 MHS 24t2009 - 2011 Page3 of 3 1. Department may after 30 days (unless parties agreed otherwise) written notice to County, reduce the monthly allotments based on under used allotments identified through Oregon Patient/Resident Care System (OP/RCS)or through other method permitted or required by this Service Description or an applicable Specialized Service Requirement. 2. Department may, upon written request of County, adjust monthly allotments. 3. Upon amendment to the Financial Assistance Award, Department vball adjust monthly allotments as necessary, to reflect changes in the funds awarded for !ABS 24 Services on that line of the Financial Assistance Award. C. Agreement Settlement. Agreement Settlement will reconcile any discrepancies that may have occunmed during the term of this Agreement between actual Department disbursements of funds awarded for MHS 24 Services under a particular line of the Financial Assistance Award and amounts due for such services based on the required number of units of MHS 24 Services service capacity set forth on that line and the actual amount of service capacity delivered under that line of the Financial Assistance Award during the period specified in that line of the Financial Assistance Award, as properly reported in OP/RCS. MHS 24 GT0323-09 Approved 5129/2009 PAGE20 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 Modification of Exhibit 4, State Requirements for Mental Health Subcontract In the event the State of Oregon modifies the terms of SE 24, it is understood that this Agreement will be revised accordingly. Authority to change this Exhibit to comply fully with Deschutes County's State Agreement shall rest with the Director of Behavioral Health Services, St. Charles Medical Center and the Deschutes County Health Services Director. Both parties must agree for the Exhibit to be modified. PAGE 21 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 Exhibit 5 Disclosure of Protected Health Information 1. Purpose. The purpose of this exhibit is to set forth the terms and conditions of disclosure of "protected health information" (as defined in Section 2.1 of this exhibit) by Contractor to COUNTY. It is the intent of COUNTY and Contractor that this exhibit will meet the requirements of 45 CFR § 164.504(e) of the privacy regulations and 45 CFR § 164.314(a) of the security regulations promulgated by the U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (collectively the "HIPAA Regulations"). 2. Use And Disclosure Of PHI. 2.1 Definitions. For purposes of this exhibit, the term "protected health information" (PHI) means Individually Identifiable Health Information transmitted or maintained in any form or medium. "Individually identifiable Health Information" is information, including demographic information, that: (a) relates to (i) the past, present or future physical or mental health or condition of an individual person, (ii) the provision of health care to an individual person, or (iii) the past, present or future payment for the provision of health care to an individual person; and (b) identifies that person (or with respect to which there is a reasonable basis to believe the information can be used to identify the person). Terms used by but not otherwise defined in this exhibit shall have the same meaning as those in 45 CFR Parts 160, 162, and 164. 2.2 Security and Confidentiality. If Contractor discloses any PHI to COUNTY, or if COUNTY creates or receives any PHI on behalf of Contractor, COUNTY will maintain the security and confidentiality of such PHI in County's possession as is required by the HIPAA Regulations. 2.3 Use and Disclosure. COUNTY may not use or disclose PHI except as permitted by this exhibit or other parts of this agreement, or as required by law. 2.4 Disclosure Procedure. Unless such disclosure is required by law, COUNTY may not disclose PHI unless: (a) COUNTY obtains reasonable assurances from the person to whom the PHI is disclosed that the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and (b) the person notifies COUNTY of any instances of which the person is aware of breaches of confidentiality of the PHI. 3. Other Obligations. 3.1 Safeguards. COUNTY will use appropriate safeguards to prevent use or disclosure of PHI otherwise than as permitted by this exhibit. 3.2 Reports. COLINTY will report to Contractor any use or disclosure of PHI by COUNTY or its Workforce not provided for by this exhibit of which COUNTY becomes aware. 3.3 Agents. COUNTY will ensure that any agents, including subcontractors, to whom COUNTY provides PHI received from Contractor (or created or received by COUNTY on behalf of Contractor) agree to the same restrictions and conditions that apply to COUNTY with respect to such PHI. 3.4 Availability. COUNTY shall make PHI in its possession available to the individual who is the subject of the PHI as required by the HIPAA Regulations. 3.5 Amendment. COUNTY shall make available PHI in its possession for amendment of the PHI by the person identified in the PHI and incorporate any such amendments in accordance with the HIPAA Regulations. 3.6 Access. If COUNTY has PHI in a designated record set, COUNTY will provide Contractor, upon Contractor's reasonable request, access for inspection of County's books, records, policies, practices and procedures conceming the use and disclosure of PHI for purposes of assisting PAGE 22 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 Contractor with its obligations for record keeping and compliance with complaint investigations and compliance reviews as required by the HIPAA Regulations. 4. Accounting Of Disclosures. Although COUNTY does not anticipate making disclosures other than for the purposes of this agreement, COUNTY will maintain a record of all disclosures of PHI made otherwise than for the purposes of this agreement, including the date of the disclosure, the name and address (if known) of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure as necessary to permit Contractor to respond to a request by an individual for an accounting of disclosures in accordance with 45 CFR § 164.528. COUNTY will make such record available to Contractor on request. 5. Disclosure To U.S. Department Of Health And Human Services. COUNTY will make its intemal practices, books, and records relating to the use and disclosure of PHI received from Contractor (or created or received by COUNTY on behalf of Contractor) available to the Secretary of the United States Department of Health and Human Services, for purposes of determining County's and Contractor's compliance with the HIPAA Regulations. 6. Procedure Upon Termination. Upon termination of this Agreement, COUNTY will, if feasible, return or destroy all PHI that COUNTY maintains in any form, and will retain no copies of such PHI or, if the parties agree that return or destruction is not feasible, COUNTY will continue to extend the protections of this exhibit to such PHI, and limit further use of the PHI to those purposes that make the retum or destruction of the PHI infeasible. 7. No Third Party Beneficiaries. There are no third party beneficiaries to the agreement or this exhibit. PAGE 23 OF 23 — ST CHARLES HEALTH SYSTEM / PES CONTRACT 2011-011 CERTIFICATE OF LIABILITY INSURANCE 06!1112010 PRODUCER CHIVAROLI & ASSOCIATES INC 200 N Westlake Blvd #101 Westlake Village, CA 91362 (805) 371 — 3680 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL# INSURED St. Charles Health System, Inc 2500 NE Neff Road Bend, OR 97701 INSURER A: Lexington Insurance Company 19437 INSURER B: INSURER C: GENERAL X INSURER D: 6792944 INSURER E: 01 July 2011 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmoN OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. The Insured has a limit as Indicated below, excess of a $500,000 self Insured retention applicable to each and every claim. DM UPI Aooi. .1580 TYPE OF INSURANCE POUCY NUMBER POUCY EFFECTIVE DATE (MMIDDNY) POLICY EXPIRATION DATE (MM/OD/YYI LIMITS' A GENERAL X UABIUTY COMMERCIAL GENERAL UABIUTY 6792944 01 July 2010 01 July 2011 EACH OCCURENCE $ 1000000 DAMAGE TO RENTED PREMISES (Ea. oaurrenad $ X CLAIM$ MADE OCCUR MED EXP (Any one person) $ GENL —1 PERSONAL SADV INJURY $ GENERAL AGGREGATE $ 300Q000 AGGREGATE UMIT APPLIES PER: POLICY n JoT n LOC PRODUCTS - COMP/OP AGG $ ... -_ .:: AUTOMOBILE _ _ UABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NDN-0WNSO AUTOS COMBINED SINGLE LIMIT (Ea accident) T - $ BODILY INJURY (Per person) $ BODILY INJURY (Per accJdent) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSUMBREUA LIABI WY DOCCUR , CLAIMS MADE DEDUCTIBLE RETENTION S . EACH OCCURENCE $ AGGREGATE $ VVORKERS COMPENSATION ANO EMPLOYERS' UASIUTY ANYPROPRIETORIPARTNEREXECuriVe OFRCEWMEMBER O(OLUOEDT If yes. describe under SPECIAL PROVISIONS below WGSTATU- OTH. TORY UNITS ER $ E.L. EACH ACCIDENT $ E.L DISEASE -EA EMPLOYEE $ EL DISEASE -POLICY LIMIT . $ A OTHER Health Care Professional Liability — Claims Made 6792944 01 July 2010 01 July 2011 $1000000 Each Occu rence $ 3000000 Annual Aggregate DESCRIPTJON Evidence Inc, St. Charles It is agreed respects liability performance OF OPERATIONS /LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL of Professional and General Liability insurance as respects the HealthyStart Medical Center Foundation and Deschutes County. that Deschutes County, its divisions, officers, agents, employees and incurred from the actions of St. Charles Health System, Inc or St of their duties under the HealthyStart Prenatal Program agreement effective PROVISIONS Prenatal Program between St. Charles Health System, volunteers are included as Additional Insureds, but only as Charles Medical Center Foundation employees in the July 1, 2010. CANCELLATION St. Charles Health System, Inc 2500 NE Neff Road Bend, OR 97701 Armon ne 1,0011 h101 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER VNLL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO OBLIGATION OF LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE •�•�7.46.c.c...... >r P ©ACO p4b CORPORATION 1988 ENDORSEMENT NO. 17 This endorsement, effective 12:01 AM: July 1, 2010 Forms a part of policy no.: 6792944 Issued to: ST CHARLES HEALTH SYSTEM, INC. By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSUREDS ENDORSEMENT The Policy is amended as follows: Section 1I. WHO IS AN INSURED of the EXCESS HEALTHCARE PROFESSIONAL LIABILITY COVERAGE PART is amended by adding the following: Deschutes County, its divisions, officers, agents, employees and volunteers are included as additional insureds, but only as respects any contract or agreement with you. but only as respects liability arising out of the conduct of your business. Section II. WHO IS AN INSURED of the HEALTHCARE UMBRELLA COVERAGE PART is amended by adding the following: Deschutes County, its divisions, officers, agents, employees and volunteers are included as additional insureds, but only as respects any contract or agreement with you. but only as respects liability arising out of the conduct of your business. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) 94487 (5/07) HC0511 www.saif.com OREGON WORKERS COMPENSATION CERTIFICATE OF INSURANCE CERTIFICATE HOLDER: DESCHUTES COUNTY, HEALTH SERVICES ATTN: NANCY ENGLAND, CONTRACT SPECIALIST 1300 NW WALL BEND, OR 97701 tsaiF corporation The policy of insurance listed below has been issued to the insured named below for the policy period Indicated. The insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. POLICY NO. 417940 POLICY PERIOD 07/01/2010 to 01/01/2011 ISSUE DATE 12/29/2010 INSURED: ST CHARLES HEALTH SYSTEM INC ST CHARLES MEDICAL CENTER ATTN: REBECCA MORGAN, HUMAN RESOURCES 2500 NE NEFF RD BEND, OR 97701-6015 BROKER OF RECORD: LIMITS OF LIABILITY: Bodily Injury by Accident Bodily Injury by Disease Body Injury by Disease $500,000 each accident $500,000 each employee $500,000 policy limit DESCRIPTION OF OPERATIONS/LOCATIONS/SPECIAL ITEMS: IMPORTANT: The coverage described above is in effect as of the issue date of this certificate. It is subject to change at any time in the future. This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. AUTHORIZED REPRESENTATIVE President and CEO Pol I cy_Certifi cates_CeNficate011nsurance 400 High Street SE Salem, OR 97312 P: 800.285.8525 F: 503.373.8020