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HomeMy WebLinkAboutHealth Care AuthorityRev 5/6/2019 PROFESSIONAL SERVICES CONTRACT for CJTA Funded Treatment and Recovery Support Services HCA Contract Number: K7098 Contractor/Vendor Contract Number: 23-083 THIS CONTRACT is made by and between the Washington State Health Care Authority, (HCA) and Mason County, (Contractor). CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS (DBA) Mason County CONTRACTOR ADDRESS Street City State Zip Code 411 N 5th Street Shelton WA 98584 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS Kayla Henley (360) 427-9670 ext. 296 KHenley@masoncountywa.gov Is Contractor a Subrecipient under this Contract? YES NO HCA PROGRAM HCA DIVISION/SECTION Criminal Justice Treatment Account – State Appropriations DBHR / SUD HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Zach Lynch, Criminal Justice Treatment Account Manager Health Care Authority 626 8th Avenue SE Olympia, WA 98504 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS (360) 725-9992 zach.lynch@hca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT July 1, 2023 June 30, 2025 $182,950.00 PURPOSE OF CONTRACT: Contractor to provide Criminal Justice Treatment Account funds to provide treatment and recovery support services to individuals involved in the criminal justice system in accordance with RCW 71.24.580. The parties signing below warrant that they have read and understand this Contract and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by both parties. CONTRACTOR SIGNATURE PRINTED NAME AND TITLE DATE SIGNED HCA SIGNATURE PRINTED NAME AND TITLE DATE SIGNED DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B 10/12/2023 Andria Howerton Deputy Contracts Administrator Comissioner 10/12/2023 Sharon Trask Washington State 2 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 TABLE OF CONTENTS 1. Statement of Work (SOW) ............................................................................................................4 2. Definitions ....................................................................................................................................4 3. Special Terms and Conditions ....................................................................................................7 3.1 Performance Expectations ....................................................................................................7 3.2 Term ......................................................................................................................................8 3.3 Compensation .......................................................................................................................8 3.4 Revenue and Expenditure Payment ......................................................................................9 3.5 Contractor and HCA Contract Managers ............................................................................. 10 3.6 Legal Notices ...................................................................................................................... 10 3.7 Incorporation of Documents and Order of Precedence ........................................................ 11 3.8 Insurance ............................................................................................................................ 11 4. General Terms and Conditions ................................................................................................. 13 4.1 Access to Data .................................................................................................................... 13 4.2 Accessibility ......................................................................................................................... 13 4.3 Advance Payment Prohibited .............................................................................................. 14 4.4 Amendments ....................................................................................................................... 14 4.5 Assignment ......................................................................................................................... 14 4.6 Attorneys’ Fees ................................................................................................................... 14 4.7 Change in Status ................................................................................................................. 15 4.8 Conflict of Interest ............................................................................................................... 15 4.9 Conformance ....................................................................................................................... 15 4.10 Covered Information Protection ........................................................................................... 15 4.11 Contractor’s Proprietary Information .................................................................................... 16 4.12 Covenant Against Contingent Fees ..................................................................................... 16 4.13 Debarment .......................................................................................................................... 16 4.14 Disputes .............................................................................................................................. 17 4.15 Entire Agreement ................................................................................................................ 17 4.16 Force Majeure ..................................................................................................................... 18 4.17 Funding withdrawn, Reduced, or Limited ............................................................................. 18 4.18 Governing Law .................................................................................................................... 19 4.19 HCA Network Security ......................................................................................................... 19 4.20 Indemnification .................................................................................................................... 19 4.21 Independent Capacity of the Contractor .............................................................................. 19 4.22 Legal and Regulatory Compliance ....................................................................................... 19 4.23 Limitation of Authority .......................................................................................................... 20 4.24 No Third-Party Beneficiaries ................................................................................................ 20 DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 3 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.25 Nondiscrimination ................................................................................................................ 20 4.26 Overpayments to the Contractor .......................................................................................... 20 4.27 Pay Equity ........................................................................................................................... 21 4.28 Publicity ............................................................................................................................... 21 4.29 Records and Document Review .......................................................................................... 22 4.30 Remedies Non-Exclusive .................................................................................................... 22 4.31 Right of Inspection ............................................................................................................... 22 4.32 Rights in Data/Ownership .................................................................................................... 22 4.33 Severability .......................................................................................................................... 23 4.34 Site Security ........................................................................................................................ 23 4.35 Subcontracting .................................................................................................................... 24 4.36 Survival ............................................................................................................................... 24 4.37 Taxes .................................................................................................................................. 24 4.38 Termination ......................................................................................................................... 25 4.39 Termination Procedures ...................................................................................................... 26 4.40 Transition Obligations .......................................................................................................... 27 4.41 Treatment of Assets ............................................................................................................ 27 4.42 Waiver ................................................................................................................................. 28 4.43 Warranties ........................................................................................................................... 29 Schedule A: Statement of Work ........................................................................................................ 30 Schedule B: Data Share Agreement ................................................................................................. 41 Attachment 1: Quarterly Progress Report Template .......................................................................... 63 Attachment 2: Quarterly Revenue and Expenditure Report Template ............................................... 66 DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 4 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 The State of Washington, acting by and through the Health Care Authority (HCA), seeks to secure treatment and recovery support services to individuals involved in the criminal justice system; and Client services, as described in this Contract, are exempt from competitive solicitation (RCW 39.26.125(6)) and Mason County (Contractor) seeks to provide such services. HCA has determined that entering into a Contract with Mason County will meet HCA’s needs and will be in the State’s best interest. THEREFORE, HCA awards to Mason County this Contract, the terms and conditions of which will govern Contractor’s providing to HCA the Treatment and Recovery Support Services. IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as follows: 1. STATEMENT OF WORK (SOW) The Contractor will provide the services and staff as described in Schedule A: Statement of Work. 2. DEFINITIONS “Authorized Representative” means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority. “Authorized User” means an individual or individuals with an authorized business need to access HCA’s Confidential Information under this Contract. “Business Associate” means a Business Associate as defined in 45 C.F.R. § 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves the use or Disclosure of Protected Health Information (PHI). Any reference to Business Associate in this Contract includes Business Associate’s employees, agents, officers, Subcontractors, third party contractors, volunteers, or directors. “Business Days” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays observed by the state of Washington. “C.F.R.” means the Code of Federal Regulations. All references in this Contract to C.F.R. chapters or sections include any successor, amended, or replacement regulation. The C.F.R. may be accessed at http://www.eC.F.R..gov/cgi-bin/EC.F.R.?page=browse. “Client” means an individual who is eligible for or receiving services through HCA program(s). “Confidential Information” means information that is exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or other federal or state laws. Confidential Information includes, but is not limited to, any information identifiable to an DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 5 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 individual that relates to a natural person’s health, (see also Protected Health Information); finances, education, business, use or receipt of governmental services, names addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, HCA source code or object code, or HCA or State security infomration. “Contract” means this Contract document and all schedules, exhibits, attachments, incorporated documents and amendments. “Contract Administrator” means the HCA individual designated to receive legal notices and to administer, amend, or terminate this Contract. “Contract Manager” means the individual identified on the cover page of this Contract who will provide oversight of the activities conducted under this Contract. “Contractor” means Mason County, its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Contract. “Covered Entity” means a health plan, a health care clearinghouse or a health care provider who transmits any health information in electronic form to carry out financial or adminstrative activities to health care as defined in 45 C.F.R. 160.103. “Data” means information produced, furnished, acquired, or used by Contractor in meeting requirements under this Contract. “Disclosure” means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information. “Effective Date” means the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract. “Electronic Protected Health Information” or “ePHI” means Protected Health Information that is transmitted by electronic media or maintained in any medium described in the definition of electronic media at 45 C.F.R. § 160.103. “HCA Contract Manager” means the individual identified on the cover page of this Contract who will provide oversight of the Contractor’s activities conducted under this Contract. “Health Care Authority” or “HCA” means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 6 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104- 191, as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”), Sec. 13400 – 13424, H.R. 1 (2009) (HITECH Act). HIPAA inlcudes the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164. “Individual(s)” means the person(s) who is the subject of PHI and includes a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g). "Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Contract, including amounts in dispute. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses (including or excluding zip code), telephone numbers, social security numbers, driver’s license numbers, credit card numbers, any other identifying numbers, and any financial identifiers. “Proprietary Information” refers to any information which has commercial value and is either: (1) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services; or (2) non- technical information relating to products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential. Contractor’s Proprietary Information is information owned by Contractor to which Contractor claims a protectable interest under law. “Protected Health Information” or “PHI” means information that relates to the provision of health care to an individual; the past, present, or future physical or mental health or condition of an individual; or past, present or future payment for provision of health care to an individual. 45 C.F.R. 160 and 164. PHI includes demographic information that identifies the individual or about which there is reasonable basis to believe, can be used to identify the individual. 45 C.F.R. 160.103. PHI is information transmitted, maintained, or stored in any form or medium. 45 C.F.R. 164.501. PHI does not include education records covered by the Family Educational Right and Privacy Act, as amended, 20 USC 1232g(a)(4)(b)(iv). “RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: http://apps.leg.wa.gov/rcw/. “Regulation” means any federal, state, or local regulation, rule, or ordinance. “State Fiscal Quarter” means quarterly periods of January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 7 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 “Statement of Work” or “SOW” means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline, and is Schedule A hereto. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform any duties that give rise to a business requirement to access the Data that is the subject of this Contract. “Subcontractor” means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Contract under a separate contract with Contractor. The term “Subcontractor” means subcontractor(s) of any tier. “USC” means the United States Code. All references in this Contract to USC chapters or sections will include any successor, amended, or replacement statute. The USC may be accessed at http://uscode.house.gov/ “WAC” means the Washington Administrative Code. All references to WAC chapters or sections will include any successor, amended, or replacement regulation. Pertinent WACs may be accessed at: http://app.leg.wa.gov/wac/. 3. SPECIAL TERMS AND CONDITIONS 3.1 PERFORMANCE EXPECTATIONS Expected performance under this Contract includes, but is not limited to, the following: 3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of contract; 3.1.2 Use of professional judgment; 3.1.3 Collaboration with HCA staff in Contractor’s conduct of the services; 3.1.4 Conformance with HCA directions regarding the delivery of the services; 3.1.5 Timely, accurate and informed communications; 3.1.6 Regular completion and updating of project plans, reports, documentation and communications; and 3.1.7 Provision of high-quality services. HCA will review and evaluate the performance of Contractor in accordance with Contract and these performance expectations and may withhold allocation of funding if expectations are not met or Contractor’s performance is unsatisfactory. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 8 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 3.2 TERM 3.2.1 The initial term of the Contract will commence on July 1, 2023, and continue through June 30, 2025, unless terminated sooner as provided herein. 3.2.2 This Contract may be extended by mutually agreed amendment in whatever time increments HCA deems appropriate. No change in terms and conditions will be permitted during these extensions unless specifically agreed to in writing. 3.2.3 Work performed without a contract or amendment signed by the authorized representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before a contract or any subsequent amendment(s) is fully executed. 3.3 COMPENSATION 3.3.1 The parties have determined the cost of accomplishing the work herein will not exceed $182,950.00, inclusive of all fees, taxes, and expenses. The Maximum Compensation includes $182,950.00 CJTA funding and $0.00 State Drug Court funding. Compensation for satisfactory performance of the work will not exceed this amount unless the parties agree to a higher amount through an amendment. 3.3.2 Contractor’s compensation for services rendered will be based on the deliverables table in Schedule A, Statement of Work. 3.3.3 Day-to-day expenses related to performance under the Contract, including but not limited to travel, lodging, meals, and incidentals, will not be reimbursed to Contractor. 3.3.4 Source of Funds. The above Maximum Compensation payable under this Contract is based on the funding from the following sources: a) 100% is allocated under this Contract from Washington state CJTA appropriations. b) Funding Stipulations: i. No Federal Match. The Contractor shall not use funds payable under this Contract as match toward federal funds. ii. Supplanting. The Contractor must use these funds to supplement, not supplant, the amount of federal, state and local funds otherwise expended or services provided under this Contract. iii. Prohibition of Use of Funds for Lobbying Activities. The Contractor must not use funds payable under this Contract for DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 9 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 lobbying activities of any nature. The Contractor certifies that no state or federal funds payable under this Contract shall be paid to any person or organization to influence, or attempt to influence, either directly or indirectly, an officer or employee of a state or federal agency, or an officer or member of any state or federal legislative body or committee, regarding the award, amendment, modification, extension, or renewal of a state or federal contract or grant. iv. Per RCW 71.24.580(11), the HCA is required to reclaim any unspent allocations each state fiscal year. 3.4 REVENUE AND EXPENDITURE PAYMENT 3.4.1 Contractor must submit accurate and complete Revenue and Expenditure Reports for all amounts allocated by HCA via email to the HCA Contract Manager, identified in Section 3.5.3. Contractor must include the County name in the subject line of the email and the title of the Report attachment. 3.4.2 Revenue and Expenditure Reports must provide a detailed breakdown of each type. All Revenue and Expenditure Reports will be reviewed and must be approved by the HCA Contract Manager or his/her designee prior to ongoing payment. 3.4.3 HCA will return incorrect or incomplete Revenue and Expenditure Reports to the Contractor for correction and reissue. HCA reserves the right to request any supplemental documentation related to the information contained in the Revenue and Expenditure Report, including applicable invoices between the Contractor and their subcontractor. 3.4.4 In order to receive payment for services or products provided to a state agency, Contractor must register with the Statewide Payee Desk at https://ofm.wa.gov/it- systems/statewide-vendorpayee-services/receiving-payment-state. Payment will be directly deposited in the bank account or sent to the address Contractor. 3.4.5 Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that are incurred prior to the expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Contract expiration date. HCA is under no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the Contract expiration date (“Belated Claims”). HCA will pay Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of funds. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 10 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 3.5 CONTRACTOR AND HCA CONTRACT MANAGERS 3.5.1 Contractor’s Contract Manager will have prime responsibility and final authority for the services provided under this Contract and be the principal point of contact for the HCA Contract Manager for all business matters, performance matters, and administrative activities. 3.5.2 HCA’s Contract Manager is responsible for monitoring the Contractor’s performance and will be the contact person for all communications regarding contract performance and deliverables. The HCA Contract Manager has the authority to accept or reject the services provided and must approve Contractor’s Revenue and Expenditure Reports prior to subsequent payment(s). 3.5.3 The contact information provided below may be changed by written notice of the change (email acceptable) to the other party. CONTRACTOR Contract Manager Information Health Care Authority Contract Manager Information Name: Kayla Henley Name: Zach Lynch Title: Title: Criminal Justice Treatment Account Manager Address: 411 N. 5th Street Shelton, WA 98584 Address: 626 8th Avenue SE Olympia, WA 98504 Phone: (360) 427-9670 ext. 296 Phone: (360) 725-9992 Email: KHenley@masoncountywa.gov Email: zach.lynch@hca.wa.gov 3.6 LEGAL NOTICES Any notice or demand or other communication required or permitted to be given under this Contract or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person, via email, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section. 3.6.1 In the case of notice to the Contractor: Mason County 411 N. 5th Street Shelton, WA 98584 3.6.2 In the case of notice to HCA: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 11 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 Attention: Contracts Administrator Health Care Authority Division of Legal Services Post Office Box 42702 Olympia, WA 98504-2702 contracts@hca.wa.gov 3.6.3 Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier. 3.6.4 The notice address and information provided above may be changed by written notice of the change given as provided above. 3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: 3.7.1 Applicable Federal and State of Washington statutes and regulations; 3.7.2 Recitals; 3.7.3 Special Terms and Conditions; 3.7.4 General Terms and Conditions; 3.7.5 Schedule B: Data Share Agreement; 3.7.6 Schedule A(s): Statement(s) of Work; 3.7.7 Attachment 1: Quarterly Progress Report Template; 3.7.8 Attachment 2: Quarterly Revenue and Expenditure Report Template; and 3.7.9 Any other provision, term or material incorporated herein by reference or otherwise incorporated. 3.8 INSURANCE Contractor must provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses arising from any negligent or intentional act or omission of Contractor or Subcontractor, or agents of either, while performing under the terms of this Contract. Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract, as follows: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 12 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 3.8.1 Commercial General Liability Insurance Policy - Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of Subcontracts. 3.8.2 Business Automobile Liability. In the event that services delivered pursuant to this Contract involve the use of vehicles, either owned, hired, or non-owned by the Contractor, automobile liability insurance is required covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. 3.8.3 Professional Liability Errors and Omissions – Provide a policy with coverage of not less than $1 million per claim/$2 million general aggregate. 3.8.4 Industrial Insurance Coverage Prior to performing work under this Contract, Contractor must provide or purchase industrial insurance coverage for the Contractor’s employees, as may be required of an “employer” as defined in Title 51 RCW and must maintain full compliance with Title 51 RCW during the course of this Contract. 3.8.5 The insurance required must be issued by an insurance company/ies authorized to do business within the state of Washington, and must name HCA and the state of Washington, its agents and employees as additional insureds under any Commercial General and/or Business Automobile Liability policy/ies. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Contract, Contractor must provide written notice of such to HCA within one (1) Business Day of Contractor’s receipt of such notice. Failure to buy and maintain the required insurance may, at HCA’s sole option, result in this Contract’s termination. 3.8.6 Upon request, Contractor must submit to HCA a certificate of insurance that outlines the coverage and limits defined in the Insurance section. If a certificate of insurance is requested, Contractor must submit renewal certificates as appropriate during the term of the contract. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 13 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4. GENERAL TERMS AND CONDITIONS 4.1 ACCESS TO DATA In compliance with RCW 39.26.180 (2) and federal rules, the Contractor must provide access to any data generated under this Contract to HCA, the Joint Legislative Audit and Review Committee, the State Auditor, and any other state or federal officials so authorized by law, rule, regulation, or agreement at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, including computer models and methodology for those models. 4.2 ACCESSIBILITY 4.2.1 REQUIREMENTS AND STANDARDS. Each Information and Communication Technology (ICT) product or service furnished under this Contract shall be accessible to and usable by individuals with disabilities in accordance with the Americans with Disabilities Act (ADA) and other applicable Federal and State laws and policies, including OCIO Policy 188, et seq. For purposes of this clause, Contractor shall be considered in compliance with the ADA and other applicable Federal and State laws if it satisfies the requirements (including exceptions) specified in the regulations implementing Section 508 of the Rehabilitation Act, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria and Conformance Requirements (2008), which are incorporated by reference, and the functional performance criteria. 4.2.2 DOCUMENTATION. Contractor shall maintain and retain, subject to review by HCA, full documentation of the measures taken to ensure compliance with the applicable requirements and functional performance criteria, including records of any testing or simulations conducted. 4.2.3 REMEDIATION. If Contractor claims that its products or services satisfy the applicable requirements and standards specified in Section 4.2.1 and it is later determined by HCA that any furnished product or service is not in compliance with such requirements and standards, HCA will promptly inform Contractor in writing of noncompliance. Contractor shall, at no additional cost to HCA, repair or replace the non-compliant products or services within the period specified by HCA. If the repair or replacement is not completed within the specified time, HCA may cancel the Contract, delivery, task order, or work order, or purchase line item without termination liabilities or have any necessary changes made or repairs performed by employees of HCA or by another contractor, and Contractor shall reimburse HCA for any expenses incurred thereby. 4.2.4 DEFINITION. Information and Communication Technology (ICT) means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 14 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 display, receipt, or transmission of electronic data and information, as well as any associated content. Examples include computers and peripheral equipment; information kiosks and transaction machines; telecommunications equipment; customer premises equipment; multifunction office machines; software; applications; websites; videos; and electronic documents. 4.2.5 INDEMNIFICATION. Contractor agrees to indemnify and hold harmless HCA from any claim arising out of failure to comply with the aforesaid requirements. 4.3 ADVANCE PAYMENT PROHIBITED No advance payment will be made for services furnished by the Contractor pursuant to this Contract. 4.4 AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments will not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4.5 ASSIGNMENT 4.5.1 Contractor may not assign or transfer all or any portion of this Contract or any of its rights hereunder, or delegate any of its duties hereunder, except delegations as set forth in Section 4.36, Subcontracting, without the prior written consent of HCA. Any permitted assignment will not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to HCA that may arise from any breach of the provisions of this Contract or warranties made herein, including but not limited to, rights of setoff. Any attempted assignment, transfer or delegation in contravention of this Subsection 4.5.1 of the Contract will be null and void. 4.5.2 HCA may assign this Contract to any public agency, commission, board, or the like, within the political boundaries of the State of Washington, with written notice of thirty (30) calendar days to Contractor. 4.5.3 This Contract will inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 4.6 ATTORNEYS’ FEES In the event of litigation or other action brought to enforce the terms of this Contract, each party agrees to bear its own attorneys’ fees and costs. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 15 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.7 CHANGE IN STATUS In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect. 4.8 CONFLICT OF INTEREST Contractor represents and warrants that it has not undertaken and will not undertake any work with third parties that will conflict with the work Contractor Is performing for HCA under this Contract. In case of doubt, before commencing such activities, Contractor shall review areas of possible conflict with HCA and obtain HCA’s approval prior to commencing such activities. 4.9 CONFORMANCE If any provision of this Contract is in conflict with or violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 4.10 COVERED INFORMATION PROTECTION 4.10.1 Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of HCA Proprietary Information or Confidential Information. Contractor agrees to comply with the requirements of Schedule B: Data Share Agreement. For the purposes of this section, HCA Proprietary Information and Confidential Information are together referred to as Covered Information. 4.10.2 Nondisclosure and Non-Use Obligations. In the event of Disclosure of Covered Information to Contractor by HCA, Contractor agrees to: (1) hold Covered Information in strictest confidence and to take all reasonable precautions to protect such Covered Information (including, without limitation, all precautions the Contractor employs with respect to its own confidential materials); (2) not disclose any such Covered Information or any other information derived therefrom to any third party; (3) not make use of Covered Information for any purpose other than the performance of this Contract; (4) release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract; and (5) not release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law. 4.10.3 Contractors that come into contact with Protected Health Information may be required to enter into a Business Associate Agreement with HCA in compliance with the requirements of the Health Insurance Portability and Accountability Act DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 16 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 of 1996, Pub. L. 104-191, as modified by the American Recovery and Reinvestment Act of 2009 (“ARRA”), Sec. 13400 – 13424, H.R. 1 (2009) (HITECH Act) (HIPAA). 4.10.4 HCA reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Contract. Violation of this section by Contractor or its Subcontractors may result in termination of this Contract and demand for return of all Confidential Information, monetary damages, or penalties. 4.10.5 The obligations set forth in this Section will survive completion, cancellation, expiration, or termination of this Contract. 4.11 CONTRACTOR’S PROPRIETARY INFORMATION Contractor acknowledges that HCA is subject to chapter 42.56 RCW, the Public Records Act, and that this Contract will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW, HCA will maintain the confidentiality of Contractor’s information in its possession that is marked Proprietary. If a public disclosure request is made to view Contractor’s Proprietary Information, HCA will notify Contractor of the request and of the date that such records will be released to the requester unless Contractor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order enjoining disclosure, HCA will release the requested information on the date specified. 4.12 COVENANT AGAINST CONTINGENT FEES Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. HCA will have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 4.13 DEBARMENT By signing this Contract, Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency from participating in transactions (debarred). Contractor agrees to include the above requirement in any and all Subcontracts into which it enters, and also agrees that it will not employ debarred individuals. Contractor must immediately notify HCA if, during the term of this Contract, Contractor becomes debarred. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 17 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 HCA may immediately terminate this Contract by providing Contractor written notice, if Contractor becomes debarred during the term hereof. 4.14 DISPUTES The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve any dispute. When a genuine dispute arises between HCA and the Contractor regarding the terms of this Contract or the responsibilities imposed herein and it cannot be resolved between the parties’ Contract Managers, either party may initiate the following dispute resolution process. 4.14.1 The initiating party will reduce its description of the dispute to writing and deliver it to the responding party (email acceptable). The responding party will respond in writing within five (5) Business Days (email acceptable). If the initiating party is not satisfied with the response of the responding party, then the initiating party may request that the HCA Director review the dispute. Any such request from the initiating party must be submitted in writing to the HCA Director within five (5) Business Days after receiving the response of the responding party. The HCA Director will have sole discretion in determining the procedural manner in which he or she will review the dispute. The HCA Director will inform the parties in writing within five (5) Business Days of the procedural manner in which he or she will review the dispute, including a timeframe in which he or she will issue a written decision. 4.14.2 A party's request for a dispute resolution must: A. Be in writing; B. Include a written description of the dispute; C. State the relative positions of the parties and the remedy sought; and D. State the Contract Number and the names and contact information for the parties. 4.14.3 This dispute resolution process constitutes the sole administrative remedy available under this Contract. The parties agree that this resolution process will precede any action in a judicial or quasi-judicial tribunal. 4.15 ENTIRE AGREEMENT HCA and Contractor agree that the Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all letters of intent or prior contracts, oral or written, between the parties DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 18 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 relating to the subject matter of the Contract, except as provided in Section 4.43, Warranties. 4.16 FORCE MAJEURE A party will not be liable for any failure of or delay in the performance of this Contract for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. 4.17 FUNDING WITHDRAWN, REDUCED, OR LIMITED If HCA determines in its sole discretion that the funds it relied upon to establish this Contract have been withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the effective date of this contract but prior to the normal completion of this Contract, then HCA, at its sole discretion, may: 4.17.1 Terminate this Contract pursuant to Section 4.38.3, Termination for Non- Allocation of Funds; 4.17.2 Renegotiate the Contract under the revised funding conditions; or 4.17.3 Suspend Contractor’s performance under the Contract upon five (5) Business Days’ advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this Contract. A. During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. B. When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, “written notice” may include email. C. If the Contractor’s proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 19 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. 4.18 GOVERNING LAW This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Thurston County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State’s immunity under the 11th Amendment to the United States Constitution. 4.19 HCA NETWORK SECURITY Contractor agrees not to attach any Contractor-supplied computers, peripherals or software to the HCA Network without prior written authorization from HCA’s Chief Information Officer. Unauthorized access to HCA networks and systems is a violation of HCA Policy and constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in termination of the contract and other penalties. Contractor will have access to the HCA visitor Wi-Fi Internet connection while on site. 4.20 INDEMNIFICATION Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys’ fees resulting from such claims and breach of confidentiality obligations as contained herein, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract. 4.21 INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. 4.22 LEGAL AND REGULATORY COMPLIANCE 4.22.1 During the term of this Contract, Contractor must comply with all local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract and all other applicable federal, state and local laws, rules, and regulations. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 20 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.22.2 While on the HCA premises, Contractor must comply with HCA operations and process standards and policies (e.g., ethics, Internet / email usage, data, network and building security, harassment, as applicable). HCA will make an electronic copy of all such policies available to Contractor. 4.22.3 Failure to comply with any provisions of this section may result in Contract termination. 4.23 LIMITATION OF AUTHORITY Only the HCA Authorized Representative has the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the HCA Authorized Representative. 4.24 NO THIRD-PARTY BENEFICIARIES HCA and Contractor are the only parties to this contract. Nothing in this Contract gives or is intended to give any benefit of this Contract to any third parties. 4.25 NONDISCRIMINATION During the performance of this Contract, the Contractor must comply with all federal and state nondiscrimination laws, regulations and policies, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. §12101 et seq.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., 28 C.F.R. Part 35; and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Contractor’s noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled, or terminated in whole or in part under the Termination for Default sections, and Contractor may be declared ineligible for further contracts with HCA. 4.26 OVERPAYMENTS TO THE CONTRACTOR In the event that overpayments or erroneous payments have been made to the Contractor under this Contract, HCA will provide written notice to Contractor and Contractor will refund the full amount to HCA within thirty (30) calendar days of the notice. If Contractor fails to make timely refund, HCA may withhold up to five percent (5%) of the monthly amount Contractor reports on the Revenue and Expenditure Report(s) per month, until the overpayment amount is recouped in full. If the Contractor disagrees with HCA’s actions under this section, then it may invoke the dispute resolution provisions of Section 4.14, Disputes. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 21 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.27 PAY EQUITY 4.27.1 Contractor represents and warrants that, as required by Washington state law (Engrossed House Bill 1109, Sec. 211), during the term of this Contract, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if (i) the individuals work for Contractor, (ii) the performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. 4.27.2 Contractor may allow differentials in compensation for its workers based in good faith on any of the following: (i) a seniority system; (ii) a merit system; (iii) a system that measures earnings by quantity or quality of production; (iv) bona fide job-related factor(s); or (v) a bona fide regional difference in compensation levels. 4.27.3 Bona fide job-related factor(s)” may include, but not be limited to, education, training, or experience, that is: (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) accounts for the entire differential. 4.27.4 A “bona fide regional difference in compensation level” must be (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the entire differential. 4.27.5 Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) Days of HCA’s request for such evidence, HCA may suspend or terminate this Contract. 4.28 PUBLICITY 4.28.1 The award of this Contract to Contractor is not in any way an endorsement of Contractor or Contractor’s Services by HCA and must not be so construed by Contractor in any advertising or other publicity materials. 4.28.2 Contractor agrees to submit to HCA, all advertising, sales promotion, and other publicity materials relating to this Contract or any Service furnished by Contractor in which HCA’s name is mentioned, language is used, or Internet links are provided from which the connection of HCA’s name with Contractor’s Services may, in HCA’s judgment, be inferred or implied. Contractor further agrees not to publish or use such advertising, marketing, sales promotion materials, publicity or the like through print, voice, the Web, and other communication media in existence or hereinafter developed without the express written consent of HCA prior to such use. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 22 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.29 RECORDS AND DOCUMENT REVIEW 4.29.1 The Contractor must maintain books, records, documents, magnetic media, receipts, invoices or other evidence relating to this Contract and the performance of the services rendered, along with accounting procedures and practices, all of which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. At no additional cost, these records, including materials generated under this Contract, are subject at all reasonable times to inspection, review, or audit by HCA, the Office of the State Auditor, and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC 1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 C.F.R. 431, Subpart Q; and 42 C.F.R. 447.202]. 4.29.2 The Contractor must retain such records for a period of six (6) years after the date of final payment under this Contract. 4.29.3 If any litigation, claim or audit is started before the expiration of the six (6) year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved. 4.30 REMEDIES NON-EXCLUSIVE The remedies provided in this Contract are not exclusive but are in addition to all other remedies available under law. 4.31 RIGHT OF INSPECTION The Contractor must provide right of access to its facilities to HCA, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. 4.32 RIGHTS IN DATA/OWNERSHIP 4.32.1 HCA and Contractor agree that all data and work products produced pursuant to this Contract (collectively “Work Product”) will be considered a “work made for hire” as defined under the U.S. Copyright Act of 1976 and Title 17 U.S.C. §101 et seq, and will be owned by HCA. Contractor is hereby commissioned to create the Work Product. Work Product includes, but is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 23 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.32.2 If for any reason the Work Product would not be considered a “work made for hire” under applicable law, Contractor assigns and transfers to HCA, the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 4.32.3 Contractor will execute all documents and perform such other proper acts as HCA may deem necessary to secure for HCA the rights pursuant to this section. 4.32.4 Contractor will not use or in any manner disseminate any Work Product to any third party, or represent in any way Contractor ownership of any Work Product, without the prior written permission of HCA. Contractor will take all reasonable steps necessary to ensure that its agents, employees, or Subcontractors will not copy or disclose, transmit or perform any Work Product or any portion thereof, in any form, to any third party. 4.32.5 Material that is delivered under this Contract, but that does not originate therefrom (“Preexisting Material”), must be transferred to HCA with a nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such Preexisting Material, and to authorize others to do so. Contractor agrees to obtain, at its own expense, express written consent of the copyright holder for the inclusion of Preexisting Material. HCA will have the right to modify or remove any restrictive markings placed upon the Preexisting Material by Contractor. 4.32.6 Contractor must identify all Preexisting Material when it is delivered under this Contract and must advise HCA of any and all known or potential infringements of publicity, privacy or of intellectual property affecting any Preexisting Material at the time of delivery of such Preexisting Material. Contractor must provide HCA with prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual property right worldwide received by Contractor with respect to any Preexisting Material delivered under this Contract. 4.33 SEVERABILITY If any provision of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity will not affect the other provisions or applications of this Contract that can be given effect without the invalid provision, and to this end the provisions or application of this Contract are declared severable. 4.34 SITE SECURITY While on HCA premises, Contractor, its agents, employees, or Subcontractors must conform in all respects with physical, fire or other security policies or regulations. Failure to comply with these regulations may be grounds for revoking or suspending security access to these facilities. HCA reserves the right and authority to immediately revoke DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 24 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 security access to Contractor staff for any real or threatened breach of this provision. Upon reassignment or termination of any Contractor staff, Contractor agrees to promptly notify HCA. 4.35 SUBCONTRACTING 4.35.1 Neither Contractor, nor any Subcontractors, may enter into Subcontracts for any of the work contemplated under this Contract without prior written approval of HCA. HCA has sole discretion to determine whether or not to approve any such Subcontract. In no event will the existence of the Subcontract operate to release or reduce the liability of Contractor to HCA for any breach in the performance of Contractor’s duties. 4.35.2 Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract are included in any Subcontracts. 4.35.3 If at any time during the progress of the work HCA determines in its sole judgment that any Subcontractor is incompetent or undesirable, HCA will notify Contractor, and Contractor must take immediate steps to terminate the Subcontractor's involvement in the work. 4.35.4 The rejection or approval by the HCA of any Subcontractor or the termination of a Subcontractor will not relieve Contractor of any of its responsibilities under the Contract, nor be the basis for additional charges to HCA. 4.35.5 HCA has no contractual obligations to any Subcontractor or vendor under contract to the Contractor. Contractor is fully responsible for all contractual obligations, financial or otherwise, to its Subcontractors. 4.36 SURVIVAL The terms and conditions contained in this Contract that, by their sense and context, are intended to survive the completion, cancellation, termination, or expiration of the Contract will survive. In addition, the terms of the sections titled Covered Information Protection, Contractor’s Proprietary Information, Disputes, Overpayments to Contractor, Publicity, Records and Documents Review, Rights in Data/Ownership, and Rights of State and Federal Governments will survive the termination of this Contract. The right of HCA to recover any overpayments will also survive the termination of this Contract. 4.37 TAXES HCA will pay sales or use taxes, if any, imposed on the services acquired hereunder. Contractor must pay all other taxes including, but not limited to, Washington Business and Occupation Tax, other taxes based on Contractor’s income or gross receipts, or personal property taxes levied or assessed on Contractor’s personal property. HCA, as an agency of Washington State government, is exempt from property tax. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 25 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 Contractor must complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. 4.38 TERMINATION 4.38.1 Termination for Default In the event HCA determines that Contractor has failed to comply with the terms and conditions of this Contract, HCA has the right to suspend or terminate this Contract. HCA will notify Contractor in writing of the need to take corrective action. If corrective action is not taken within five (5) Business Days, or other time period agreed to in writing by both parties, the Contract may be terminated. HCA reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by Contractor or a decision by HCA to terminate the Contract. In the event of termination for default, Contractor will be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time. If it is determined that Contractor: (i) was not in default, or (ii) its failure to perform was outside of its control, fault or negligence, the termination will be deemed a “Termination for Convenience.” 4.38.2 Termination for Convenience When, at HCA’s sole discretion, it is in the best interest of the State, HCA may terminate this Contract in whole or in part by providing ten (10) calendar days’ written notice. If this Contract is so terminated, HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.38.3 Termination for Nonallocation of Funds If funds are not allocated to continue this Contract in any future period, HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such nonallocation at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.38.4 Termination for Withdrawal of Authority DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 26 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 In the event that the authority of HCA to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, HCA may immediately terminate this Contract by providing written notice to the Contractor. The termination will be effective on the date specified in the termination notice. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. HCA agrees to notify Contractor of such withdrawal of authority at the earliest possible time. No penalty will accrue to HCA in the event the termination option in this section is exercised. 4.38.5 Termination for Conflict of Interest HCA may terminate this Contract by written notice to the Contractor if HCA determines, after due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, HCA will be entitled to pursue the same remedies against the Contractor as it could pursue in the event Contractor breaches the contract. 4.39 TERMINATION PROCEDURES 4.39.1 Upon termination of this Contract, HCA, in addition to any other rights provided in this Contract, may require Contractor to deliver to HCA any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. 4.39.2 HCA will pay Contractor the agreed-upon price, if separately stated, for completed work and services accepted by HCA and the amount agreed upon by the Contractor and HCA for (i) completed work and services for which no separate price is stated; (ii) partially completed work and services; (iii) other property or services that are accepted by HCA; and (iv) the protection and preservation of property, unless the termination is for default, in which case HCA will determine the extent of the liability. Failure to agree with such determination will be a dispute within the meaning of Section 4.14, Disputes. HCA may withhold from any amounts due the Contractor such sum as HCA determines to be necessary to protect HCA against potential loss or liability. 4.39.3 After receipt of notice of termination, and except as otherwise directed by HCA, Contractor must: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 27 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 A. Stop work under the Contract on the date of, and to the extent specified in, the notice; B. Place no further orders or Subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract that is not terminated; C. Assign to HCA, in the manner, at the times, and to the extent directed by HCA, all the rights, title, and interest of the Contractor under the orders and Subcontracts so terminated; in which case HCA has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and Subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and Subcontracts, with the approval or ratification of HCA to the extent HCA may require, which approval or ratification will be final for all the purposes of this clause; E. Transfer title to and deliver as directed by HCA any property required to be furnished to HCA; F. Complete performance of any part of the work that was not terminated by HCA; and G. Take such action as may be necessary, or as HCA may direct, for the protection and preservation of the records related to this Contract that are in the possession of the Contractor and in which HCA has or may acquire an interest. 4.40 TRANSITION OBLIGATIONS Contractor must provide for reasonable transition assistance requested by HCA to allow for the expired or terminated Contract, in whole or in part, to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to HCA or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. 4.41 TREATMENT OF ASSETS 4.41.1 Ownership HCA shall retain title to all property furnished by HCA to Contractor under this Contract. Title to all property furnished by Contractor, for the cost of which the Contractor is entitled to reimbursement as a direct item of cost under this Contract, excluding intellectual property provided by Contractor, shall pass to and vest in HCA upon delivery of such property by Contractor. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in HCA upon (i) issuance for use of such property in the performance of DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 28 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 this Contract, (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs first. 4.41.2 Use of Property Any property furnished to Contractor shall, unless otherwise provided herein, or approved in writing by the HCA Contract Manager, be used only for the performance of and subject to the terms of this Contract. Contractor's use of the equipment shall be subject to HCA's security, administrative, and other requirements. 4.41.3 Damage to Property Contractor shall continuously protect and be responsible for any loss, destruction, or damage to property which results from or is caused by Contractor's acts or omissions. Contractor shall be liable to HCA for costs of repair or replacement for property or equipment that has been lost, destroyed, or damaged by Contractor or Contractor’s employees, agents, or Subcontractors. Cost of replacement shall be the current market value of the property and equipment on the date of the loss as determined by HCA. 4.41.4 Notice of Damage Upon the loss of, destruction of, or damage to any of the property, Contractor shall notify the HCA Contract Manager thereof within one (1) Business Day and shall take all reasonable steps to protect that property from further damage. 4.41.5 Surrender of Property Contractor will ensure that the property will be returned to HCA in like condition to that in which it was furnished to Contractor, reasonable wear and tear expected. Contractor shall surrender to HCA all property upon the earlier of expiration or termination of this Contract. 4.42 WAIVER Waiver of any breach of any term or condition of this Contract will not be deemed a waiver of any prior or subsequent breach or default. No term or condition of this Contract will be held to be waived, modified, or deleted except by a written instrument signed by the parties. Only the HCA Authorized Representative has the authority to waive any term or condition of this Contract on behalf of HCA. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 29 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract #K7098 4.43 WARRANTIES 4.43.1 Contractor represents and warrants that its services will be of professional quality and will be rendered in accordance with prevailing professional standards and ethics. Services performed by Contractor under this Contract shall be conducted in a manner consistent with the level of care and skill standard to the industry. Contractor agrees to immediately re-perform any services that are not in compliance with this representation and warranty at no cost to HCA. 4.43.2 Contractor represents and warrants that it will comply with all applicable local, State, and federal licensing, accreditation and registration requirements and standards necessary in the performance of the Services. 4.43.3 EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS (MANDATORY INDIVIDUAL ARBITRATION). Contractor represents and warrants that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.43.4 Any written commitment by Contractor within the scope of this Contract will be binding upon Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and will render Contractor liable for damages under the terms of this Contract. For purposes of this section, a commitment by Contractor includes: (i) Prices, discounts, and options committed to remain in force over a specified period of time; and (ii) any warranty or representation made by Contractor to HCA or contained in any Contractor publications, or descriptions of services in written or other communication medium, used to influence HCA to enter into this Contract. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 30 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A SCHEDULE A: STATEMENT OF WORK Contractor will provide the services and staff, and otherwise do all things necessary for, or incidental to, the performance of work as set forth below. 1. DEFINITIONS “American Society of Addiction Medicine” or “ASAM” means the six dimensions to identify the intensity of treatment services that best fits the individual’s needs and provides a common language of holistic, biopsychosocial assessment, and treatment across addiction treatment, physical health, and mental health services, which also addresses the spiritual issues relevant in recovery. “Case Management” or “Case Management Services” means services provided by a Substance Use Disorder Professional (SUDP) or Substance Use Disorder Professional Trainee (SUDPT) licensed by the Washington Department of Health, or a person under the direct clinical supervision of a SUDP, to individuals assessed as needing treatment and admitted into treatment. Services are provided to assist clients in gaining access to needed medical, social, educational, and other services. Services include case planning, case consultation and referral, and other support services for the purpose of engaging and retaining or maintaining clients in treatment. “Continuity of Care” means the provision of continuous care for chronic or acute medical and behavioral health conditions to maintain care that has started or been authorized to start as the Individual transitions between: facility to home; facility to another facility; providers or service areas; managed care contractors; and Medicaid fee-for-service and managed care arrangements. Continuity of Care occurs in a manner that prevents secondary illness, health care complications, or re-hospitalization; and promotes optimum health recovery. “County Match” means that jurisdictions must match, on a dollar-for-dollar basis, state moneys allocated for therapeutic courts with local cash or in-kind resources. Moneys allocated by the state may be used to supplement, not supplant other federal, state, and local funds for therapeutic courts (RCW 2.30.040). “Criminal Justice Treatment Account” or “CJTA” means the account created by Washington State Legislature that may be expended solely for: substance use disorder treatment and treatment support services for individuals with a substance use disorder that, if not treated, would result in addiction, against whom charges are filed by a prosecuting attorney in Washington State (RCW 71.24.580). “CJTA Plan” or “Plan” means the plan that is developed by the county human services or behavioral health services department, county prosecutor, county sheriff, county superior court, a substance use disorder treatment provider appointed by the county legislative authority, a member of the criminal defense bar appointed by the county legislative authority, and, in counties with a drug court, a representative of the drug court (RCW 71.24.580(6)). The plan shall be approved by the county legislative authority or authorities; and, submitted to the panel established in 71.24.580(5)(b) of this section, for disposition of all the funds provided from the CJTA within that county. “Culturally and Linguistically Appropriate Services” or “CLAS” means the national standards in health and health care intended to advance health equity, improve quality, and eliminate health disparities by establishing a blueprint for health and health care organizations. “Division of Behavioral Health and Recovery” or “DBHR” means the Health Care Authority’s Division of Behavioral Health and Recovery, and its employees and authorized agents. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 31 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A “Drug Court” means a court utilizing a program structured to achieve both a reduction in criminal recidivism and an increase in the likelihood of rehabilitation through continuous and intense judicially supervised treatment and the appropriate use of services, sanctions, and incentives (RCW 2.30.020). “Drug Enforcement Agency” or “DEA” means a federal agency which is a component of the United State Department of Justice and whose mission is to enforce the controlled substances laws and regulations of the United States and bring to the criminal and civil justice system of the United States, or any other competent jurisdiction, those organizations and principal members of organizations, involved in the growing, manufacture, or distribution of controlled substances appearing in or destined for illicit traffic in the United States; and to recommend and support non-enforcement programs aimed at reducing the availability of illicit controlled substances on the domestic and international markets. “Evidence-based Practice” or “EBP” means a prevention or treatment service or practice that has been validated by some form of documented research evidence and is appropriate for use with individuals with a substance use disorder that are involved in the criminal justice system. EBP also means a program or practice that has been tested where the weight of the evidence from review demonstrates sustained improvements in at least one outcome, and/or a program or practice that can be implemented with a set of procedures to allow successful replication in Washington and, when possible, is determined to be cost-beneficial. “Individual” means any person in the criminal justice system who is in need of behavioral health services, regardless of income, ability to pay, insurance status or county of residence. “Medications for Opioid Use Disorder” or “MOUD” or “MAT” means the use of FDA-approved opioid agonist medications (e.g., methadone, buprenorphine products including buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the treatment of opioid use disorder and the use of opioid antagonist medication (e.g. naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. “Outreach” or “Community Outreach” means identification of hard-to-reach Individuals with a possible SUD and engagement of these individuals in assessment and ongoing treatment services as necessary. “Research-based” means a program or practice that has been tested with a single randomized, or statistically controlled evaluation, or both, demonstrating sustained desirable outcomes; or where the weight of the evidence from a systemic review supports sustained outcomes as described in this subsection but does not meet the full criteria for evidence-based (RCW 2.30.020). “Recovery Support Services” or “RSS” means services that are intended to promote an individual’s socialization, recovery, self-advocacy, development of natural support, and maintenance of community living skills. RSS include, but are not limited to, the following services: Supported employment services, supportive housing services, peer support services, wraparound facilitation services, and any other services that are conducive to an individual’s recovery in an Substance Use Disorder (SUD) Program (WAC 246-341-0718). “Substance Use Disorder” or “SUD” means a problematic pattern of using alcohol or another substance that results in the impairment in daily life or noticeable distress; and, whereby the individualcontinues use despite leading to clinically significant impairment or distress as categorized in the DSM-5. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 32 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A “Substance Use Disorder Professional” or “SUDP” means an individual who is certified according to RCW 18.205.020 and the certification requirements of WAC 246-811-030 to provide SUD services. “Substance Use Disorder Professional Trainee” or “SUDPT” means an individual working toward the education and experience requirements for certification as a chemical dependency professional, and who has been credentialed as a CDPT. “Therapeutic Courts” means a court utilizing a program or programs structured to achieve both a reduction in recidivism and an increase in the likelihood of rehabilitation, or to reduce child abuse and neglect, out-of-home placements of children, termination of parental rights, and substance use and mental health symptoms among parents or guardians and their children through continuous and intense judicially supervised treatment and the appropriate use of services, sanctions, and incentives (RCW 2.30.020). "Treatment" means services that are critical to a participant's successful completion of his or her substance use disorder treatment program, including but not limited to the recovery support and other programmatic elements outlined in Chapter 246-341 WAC. "Treatment Support" means services such as transportation to or from inpatient or outpatient treatment services when no viable alternative exists, and child care services that are necessary to ensure a participant's ability to attend outpatient treatment sessions. “Washington State Jail” or “Jail” means any city, county, regional, or tribal jail operating in the state of Washington. 2. Purpose Contractor will provide treatment and recovery support services, funded by Criminal Justice Treatment Account funds, to individuals involved in the criminal justice system in accordance with RCW 71.24.580. 3. CTJA Account Services Specific Eligibility and Funding Requirements a) In accordance with RCW 71.24.580, the Contractor will be responsible for treatment and recovery support services for criminally involved individuals. b) CJTA Statutory Funding Guidelines 1. In accordance with RCW 2.30.040 counties that allocate CJTA and/or State Drug Court funds to support or provide services to Therapeutic Court Program participants must match, on a dollar-for-dollar basis, an equal amount of local funding through cash or in- kind resources. Moneys appropriated under this provision may be used to supplement, not supplant other federal, state, and local funds for therapeutic courts. 2. No more than ten percent (10%) of the total CJTA funds may be used for the following support services combined: i. Transportation; and ii. Child Care Services. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 33 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A 3. State Drug Court i. In addition to state funding under the CJTA, several counties receive additional state funding specifically for Drug Courts. State Drug Court funding is provided to the following counties: Clallam, Cowlitz, King, Kitsap, Pierce, Skagit, Spokane, and Thurston. The counties that receive State Drug Court funding must ensure the provision of substance use disorder treatment and support services detailed in this Contract, and in accordance with RCW 71.24.580 and RCW 2.30.030. 4. Supplemental Appropriations for State Fiscal Year 2024 i. Engrossed Substitute Senate Bill 6168; Section 215 § 72 provided one- time supplemental funding under the CJTA: a. $4,500,000 of the criminal justice treatment account – state appropriation for fiscal year 2024 is provided solely for the authority to provide funding for the setting up of new therapeutic courts for cities or counties or for the expansion of services being provided to an already existing therapeutic court that engages in evidence-based practices, to include medication assisted treatment in jail settings pursuant to RCW 71.24.580. Funding provided under this subsection shall not supplant existing funds utilized for this purpose. ii. Per RCW 71.24.580(5)(a), the HCA will distribute this funding through this agreement, with the understanding that the Contractor will confer with the local CJTA Panels for purpose of developing an amendment to the county or region’s strategic plans for the utilization of funding through the CJTA. This will allow the Contractor, in concert with the local CJTA Panel, to collectively determine how to best use the supplemental funding in the context of the proviso. iii. Cities or counties interested in developing new therapeutic courts will be referred to the County CJTA Panel. iv. Contractor will work with the local CJTA Panel to update their CJTA Plan, referenced in Schedule A, Statement of Work, Section 6, below, to account for how the supplemental appropriation will be utilized at their county and/or regional level. 5. At a minimum, thirty percent (30%) of the CJTA funds, including State Drug Court and State Fiscal Year 2024 supplemental funding, is to be dedicated to special projects that meet any or all of the following conditions: i. An acknowledged best practice (or treatment strategy) that can be documented in published research; DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 34 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A ii. An approach utilizing either traditional or best practice approaches to treat significant underserved population(s) and populations who are disproportionately affected by the criminal justice system; iii. A regional project conducted in partnership with at least one other entity serving the service area; and/or iv. CJTA Special Projects. A special project would HCA retains the right to request progress reports on CJTA special projects. 4. CJTA Funding – Allowable Services a) Brief Intervention (any level, assessment not required); b) Acute Withdrawal Management (ASAM Level 3.7WM); c) Sub-Acute Withdrawal Management (ASAM Level 3.2WM); d) Outpatient Treatment (ASAM Level 1); e) Intensive Outpatient Treatment (ASAM Level 2.1); f) Opioid Treatment Program (ASAM Level 1); g) Case Management (ASAM Level 1.2); h) Intensive Inpatient Residential Treatment (ASAM Level 3.5); i) Long-term Care Residential Treatment (ASAM Level 3.3); j) Recovery House Residential Treatment (ASAM Level 3.1); k) Assessment (to include Assessments done while in jail); l) Interim Services; m) Community Outreach; n) Involuntary Commitment Investigations and Treatment; o) Room and Board (Residential Treatment Only); p) Transportation; q) Childcare Services; r) Urinalysis; s) Recovery Support Services that may include: 1. Employment services and job training; DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 35 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A 2. Relapse prevention; 3. Family/marriage education; 4. Peer-to-peer services, mentoring and coaching; 5. Self-help and spiritual, religious support groups; 6. Housing support services (rent and/or deposits); 7. Life skills; 8. Education Training (e.g. GED Assistance); and 9. Parent education and child development. t) Substance Use Disorder treatment in the Jail: 1. CJTA funds may not supplement or supplant any currently funded programs that previously existed in a Jail environment. 2. The Contractor may not use more than 30% of their allocation for treatment in the Jail unless they receive written authorization from the HCA Contract Manager or justification for doing so is detailed in the CJTA Plan discussed in Schedule A, Statement of Work, Section 6, below. 3. If CJTA funds are utilized for these purposes, the Contractor must attempt to provide treatment with the following stipulations: i. Identify and provide transition services to persons with substance use disorder, who meet the CJTA requirements as defined in RCW 71.24.580, to expedite and facilitate their return to the community; ii. Continue treatment services with individuals who were engaged in community-based treatment prior to their incarceration, with the intent to complete the outpatient treatment episode; and iii. Initiate outpatient treatment services with individuals who will be released and transition into community-based treatment. 4. The following treatment modalities may be provided through CJTA funding: i. Engaging individuals in SUD treatment; ii. Screening, assessing, and inducting individuals on MOUD; iii. Referral to SUD services; iv. Providing continuity of care; and v. Planning for an individual’s transition from Jail. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 36 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A 5. MAT in Therapeutic Courts Per RCW 71.24.580, “If a region or county uses criminal justice treatment account funds to support a therapeutic court, the therapeutic court must allow the use of all medications approved by the federal food and drug administration for the treatment of opioid use disorder as deemed medically appropriate for a participant by a medical professional. If appropriate medication-assisted treatment resources are not available or accessible within the jurisdiction, the health care authority's designee for assistance must assist the court with acquiring the resource.” a) The Contractor, under the provisions of this Contract, will abide by the following guidelines related to CJTA and Therapeutic Courts: 1. The Contractor will only subcontract with Therapeutic Courts that have policy and procedures allowing Participants at any point in their course of treatment to seek FDA- approved medication for any substance use disorder and ensuring the agency will provide or facilitate the induction of any prescribed FDA approved medications for any substance use disorder. 2. The Contractor will only subcontract with Therapeutic Court programs that work with licensed SUD behavioral health treatment agencies that have policy and procedures in place ensuring they will not deny services to Enrollees who are prescribed any of the Federal Drug Administration (FDA) approved medications to treat all substance use disorders. 3. The Contractor may not subcontract with a Therapeutic Court program that is known to have policies and procedures in place that mandate titration of any prescribed FDA approved medications to treat any substance use disorder, as a condition of participants being admitted into the program, continuing in the program, or graduating from the program, with the understanding that decisions concerning medication adjustment are made solely between the participant and their prescribing provider. 4. The Contractor must notify the HCA if it discovers that a CJTA funded Therapeutic program is practicing any of the following: i. Requiring discontinuation, titration, or alteration of their medication regimen as a precluding factor in admittance into a Therapeutic Court program; ii. Requiring participants already in the program discontinue MOUD in order to be in compliance with program requirements; iii. Requiring discontinuation, titration, or alteration of their MOUD medication regimen as a necessary component of meeting program requirements for graduation from a Therapeutic Court program. 5. All decisions regarding an individual’s amenability and appropriateness for MOUD will be made by the individual in concert with a medical professional. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 37 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A 6. CJTA Plan a) The Contractor must coordinate with the local CJTA panel for the county in order to facilitate the planning requirement as described in RCW 71.24.580(6). County level funding priorities are established by the local CJTA Panel. The plans should detail the coordination within the county, leverage the needed services for the community, and reach the intended population for the CJTA fund. Any CJTA funded efforts must be included in the CJTA Plan, including the following specific elements: 1. Describe in detail how substance use disorder treatment and support services will be delivered within the region; 2. Per section 3.b.1 of this Statement of Work, address the CJTA Account Match Requirement if funds provide treatment or recovery support services for therapeutic court participants; 3. Include details on special projects such as best practices/treatment strategies, significant underserved population(s), or regional endeavors, including the following: i. Describe the project and how it will be consistent with the strategic plan; ii. Describe how the project will enhance treatment services for individuals in the criminal justice system; iii. Indicate the number of individuals who will be served using innovative funds; iv. If applicable, indicate plans for inclusion of MOUD within the county’s Therapeutic Court programs; and v. Address the Fiscal and programmatic Data Reporting requirements found in Section 7 of this Statement of Work. 4. The final plan must be approved by the county’s legislative authority. 5. Completed and legislatively approved plans must be submitted to the HCA for Review and Approval. Plan will be forwarded to the State CJTA Panel once approved by the HCA. The Contractor must implement the plan as it is written and notify the HCA if any changes are made. 6. CJTA Plans are due by October 11, 2023 and are updated every two years, unless special circumstances dictate and approved by HCA, to coincide with the state fiscal biennium. Contractor may request an extension of up to 30 calendar days on the CJTA Plan due date, and HCA may approve the extension in its sole discretion. 7. Data Reporting Requirements a) The Contractor shall ensure that staffing is sufficient to support CJTA-related data analytics and related data systems to oversee all data interfaces and support the specific reporting requirements under Contract. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 38 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A b) The Contractor will work with HCA should system data reporting submission requirements change (such as using Edifecs). c) The Contractor shall ensure that all Subcontractors required to report programmatic data have the capacity to submit all HCA required data to enable the Contractor to meet the requirements under the Contract. d) There are three quarterly reports that the Contractor will be responsible for submitting: The Quarterly Progress Report (QPR), the Revenue and Expenditure Report (R&E), and the Programmatic Treatment Report (PTR): 1. The Contractor will be responsible for submitting the QPR. The HCA will provide the Contractor with a template form that will report on the following program elements: i. Number of individuals served under CJTA funding for that time period; ii. Barriers to providing services to the Criminal Justice Population; iii. Strategies to overcome the identified barriers; iv. Training and Technical assistance needs; v. Success stories or narratives from individuals receiving CJTA services; and vi. If a Therapeutic Court receives CJTA funded services, the number of admissions of individuals into the program who were either already on MOUD, referred to MOUD, or were provided information regarding MOUD. 2. The Contractor will be responsible for submitting the R&E on a quarterly basis. The HCA will provide the Contractor with a template form that captures the fiscal expenditures for that quarter. The Contractor: i. Will use the Excel document provided by the HCA; ii. Will report the amount of CJTA expenditures in their Contractor for each state fiscal quarter (State Fiscal quarters end on March 31, June 30, September 30, and December 31); iii. Complete the document in its entirety; and iv. Submit the internally reviewed and complete R&E report within 45 days of the end of each State Fiscal Quarter. 3. The Contractor is responsible for submitting the PTR each quarter through a Managed File Transfer (MFT). The HCA will provide the Contractor with an excel workbook template that will capture a variety of demographic and programmatic data that supports the services being provided by the state appropriations. In addition, this process will include the following: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 39 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A i. The Contractor will ensure that their subcontractor has the bandwidth to complete all data elements requested in the PTR. ii. The Contractor may allow the subcontractor to do all data entry but the PTR must be submitted into the Behavioral Health Data System (BHDS) by the Contractor through the established Secure File Transfer procedure within 45 days of the end of each State Fiscal Quarter. The Contractor may request an extension of this requirement during the first Contract term. Files submitted must conform to the following naming convention: _<County Name>_<Date of Upload>. iii. The Contractor will review for completeness and accuracy each PTR that they receive from the subcontractor. iv. The Contractor will work with their subcontractors to ensure that any applicable Release of Information (ROI) forms are updated to account for the sharing of Personal Health Information (PHI) with the HCA. 8. Billing and Payment Deliverables Table July 1, 2023 through June 30, 2024 # Deliverable Due Date (Quarterly) Maximum Amount 1 Submit an updated county Criminal Justice Treatment Account (CJTA) Plan that was approved by the local CJTA panel and signed by County Legislative Authority that indicates how the CJTA Supplemental will be utilized. *October 11, 2023 $22,868.75 2 Submit quarterly progress reports 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) 3 Submit quarterly CJTA Revenue and Expenditure Reports 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) 4 Submit monthly and/or quarterly Programmatic Treatment Reports through Managed File Transfer (MFT) process 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) State Fiscal 2024 Total Maximum Compensation $91,475.00 *CJTA Plan can be submitted as early as 7/1/2023 and no later than 10/11/2023. Deliverables Table July 1, 2024 through June 30, 2025 # Deliverable Due Date (Quarterly) Maximum Amount 1 Submit an updated county Criminal Justice Treatment Account (CJTA) Plan that was approved by the local CJTA panel and signed by County Legislative Authority that indicates how the CJTA Supplemental will be utilized. *October 2, 2024 $22,868.75 DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 40 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule A 2 Submit quarterly progress reports 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) 3 Submit quarterly CJTA Revenue and Expenditure Reports 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) 4 Submit monthly and/or quarterly Programmatic Treatment Reports through Managed File Transfer (MFT) process 45 calendar days of end of State Fiscal Quarter $22,868.75 ($1,905.73 x 12) State Fiscal 2025 Total Maximum Compensation $91,475.00 *CJTA Plan can be submitted as early as 7/1/2024 and no later than 10/2/2024. a) This contract total is for $91,475.00 and is for services rendered between July 1, 2023 and June 30, 2024. b) This contract total is for $91,475.00 and is for services rendered between July 1, 2024 and June 30, 2025. c) Contractor’s compensation for services rendered will be paid monthly in amounts of 1/12th of the State Fiscal Year Total Maximum Compensation, in accordance with the deliverables table above. Payment will be contingent upon HCA Contract Manager acceptance of the deliverable, and approval of a correct and complete Revenue and Expenditure Report from Contractor. d) The Contractor is required to limit Administration costs to no more than ten percent (10%) of the Contract Maximum Compensation. Administration costs will be measured on a fiscal year basis and based on the information reporting in the Revenue and Expenditure reports and reviewed by the HCA Behavioral Health Administration. e) Funding to support workforce (i.e., retention bonuses) must be reviewed and approved by HCA. f) Payment shall be considered timely if made by HCA within thirty (30) days after receipt and acceptance by HCA of the properly completed reports. g) Payment may be withheld if the deliverables are not met by the date indicated in the table above. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 41 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B SCHEDULE B: DATA SHARE AGREEMENT 1. Description of Data to be Shared / Data Licensing Statements Data Licensing Statements are the written statements that determine the following issues, at a minimum: A. Identification of costs (if any); B. Identification of costs (if any); C. Identification of transmission method; and D. Identification of the file layout. There must be at least one Data Licensing Statement attached hereto, but more than one Data Licensing Statement may be included or incorporated into this Contract at different times. Each Data Licensing Statement is incorporated into this Contract by using the same Attachment reference letter (A) and then further marking it with sequential identifying numbers (A1, A2, A3). 2. Data Classification The State classifies data into categories based on the sensitivity of the data pursuant to the Security policy and standards promulgated by the Office of the state of Washington Chief Information Officer. (See Section 4, Data Security, of Securing IT Assets Standards No. 141.10 in the State Technology Manual at https://ocio.wa.gov/policies/141-securing- information-technology-assets/14110-securing-information-technology-assets. The Data that is the subject of this Contract is classified as indicated below: ☐ Category 1 – Public Information Public information is information that can be or currently is released to the public. It does not need protection from unauthorized disclosure but does need integrity and availability protection controls. ☐ Category 2 – Sensitive Information Sensitive information may not be specifically protected from disclosure by law and is for official use only. Sensitive information is generally not released to the public unless specifically requested. ☐ Category 3 – Confidential Information Confidential information is information that is specifically protected from disclosure by law. It may include but is not limited to: Personal Information about individuals, regardless of how that information is obtained; Information concerning employee personnel records; DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 42 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B Information regarding IT infrastructure and security of computer and telecommunications systems; ☒ Category 4 – Confidential Information Requiring Special Handling Confidential information requiring special handling is information that is specifically protected from disclosure by law and for which: A. Especially strict handling requirements are dictated, such as by statutes, regulations, or agreements; B. Serious consequences could arise from unauthorized disclosure, such as threats to health and safety, or legal sanctions. 3. Constraints on Use of Data/Limited License A. Subject to the Terms and Conditions of this Contract, HCA hereby grants Contractor a limited license for the access and Permissible Use of Data. This grant of access may not be deemed as providing Contractor with ownership rights to the Data. The Data being shared/accessed is owned and belongs to HCA. B. For Limited Data Sets, Contractor agrees to not attempt to re-identify individuals in the Data shared or attempt to contact said individuals. C. If Data shared under this Contract includes data protected by 42 C.F.R. Part 2. In accordance with 42 C.F.R. § 2.32, this Data has been disclosed from records protected by federal confidentiality rules (42 C.F.R. Part 2). The federal rules prohibit Contractor from making any further disclosure(s) of the Data that identifies a patient as having or having had a substance use disorder either directly, by reference to publicly available information, or through verification of such identification by another person unless further disclosure is expressly permitted by the written consent of the individual whose information is being disclosed or as otherwise permitted by 42 C.F.R. Part 2. A general authorization for the release of medical or other information is NOT sufficient for this purpose (42 C.F.R. § 2.31). The federal rules restrict any use of the SUD data to investigate or prosecute with regard to a crime any patient with a substance use disorder, except as provided at 42 C.F.R. §§ 2.12(c)(5) and 2.65. D. This Contract does not constitute a release of the Data for the Contractor’s discretionary use. Contractor must use the Data received or accessed under this Contract only to carry out the purpose and justification of this Contract as set out in the Data Licensing Statement(s). Any analysis, use, or reporting that is not within the Purpose of this Contract is not permitted without HCA’s prior written consent. E. This Contract does not constitute a release for Contractor to share the Data with any third parties, including Subcontractors, even if for authorized use(s) under this Contract, without the third party release being approved in advance by HCA and identified in the Data Licensing Statement(s). F. Derivative Data Product Review and Release Process. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 43 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B i. All reports derived from Data shared under this Contract, produced by Contractor that are created with the intention of being published for or shared with external customers (Data Product(s)) must be sent to HCA for review of usability, data sensitivity, data accuracy, completeness, and consistency with HCA standards prior to disclosure. This review will be conducted, and response of suggestions, concerns, approval, or notification of additional review time needed provided to Receiving Party within 10 business days. HCA reserves the right to extend the review period as needed for approval or denial. ii. Small Numbers. Contractor will adhere to HCA Small Numbers Standards, Attachment C. HCA and Contractor may agree to individual Permissible Use exceptions to the Small Numbers Standards, in writing (email acceptable). G. Any disclosure of Data contrary to this Contract is unauthorized and is subject to penalties identified in law. 4. Data Modification(s) Any modification to the Purpose, Justification, Description of Data to be Shared/Data Licensing Statement(s), and Permissible Use, is required to be approved through HCA’s Data Request Process. Contractor must notify HCA’s Contract Manager of any requested changes to the Data elements, use, records linking needs, research needs, and any other changes from this Contract, immediately to start the review process. Approved changes will be documented in an Amendment to the Contract. 5. Security of Data A. Data Protection The Contractor must protect and maintain all Confidential Information gained by reason of this Contract against unauthorized use, access, disclosure, modification, or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by: i. Allowing access only to staff that have an authorized business requirement to view the Confidential Information. ii. Physically securing any computers, documents, or other media containing the Confidential Information. B. Data Security Standards Contractor must comply with the Data Security Requirements set out in Attachment B and the Washington OCIO Security Standard, 141.10 (https://ocio.wa.gov/policies/141- securing-information-technology-assets/14110-securing-information-technology-assets.) C. Data Disposition and Retention i. Contractor will dispose of HCA Data in accordance with this section. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 44 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B ii. Upon request by HCA, or at the end of the Contract term, or when no longer needed, Confidential Information/Data must be disposed of as set out in Attachment B, Section 5 Data Disposition, except as required to be maintained for compliance or accounting purposes. Contractor will provide written certification to HCA of disposition using Attachment E, Certification of Destruction/Disposition of Confidential Information. 6. Data Confidentiality and Non-Disclosure A. Data Confidentiality. The Contractor will not use, publish, transfer, sell, or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with the purpose, justification, and Permissible Use of this Contract, as set out in the attached Data Licensing Statement(s), except: (a) as provided by law; or (b) with the prior written consent of the person or personal representative of the person who is the subject of the Data. B. Non-Disclosure of Data The Contractor must ensure that all employees or Subcontractors who will have access to the Data described in this Contract (including both employees who will use the Data and IT support staff) are instructed and made aware of the use restrictions and protection requirements of this Contract before gaining access to the Data identified herein. The Contractor will also instruct and make any new employee aware of the use restrictions and protection requirements of this Contract before they gain access to the Data. The Contractor will ensure that each employee or Subcontractor who will access the Data signs the User Agreement on Non-Disclosure of Confidential Information, Attachment D hereto. The Contractor will retain the signed copy of the User Agreement on Non- Disclosure of Confidential Information in each employee’s personnel file for a minimum of six years from the date the employee’s access to the Data ends. The documentation must be available to HCA upon request. C. Penalties for Unauthorized Disclosure of Data State laws (including RCW 74.04.060 and RCW 70.02.020) and federal regulations (including HIPAA Privacy and Security Rules, 45 C.F.R. Part 160 and Part 164; Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R., Part 2; and Safeguarding Information on Applicants and Beneficiaries, 42 C.F.R. Part 431, Subpart F) prohibit unauthorized access, use, or disclosure of Confidential Information. Violation of these laws may result in criminal or civil penalties or fines. The Contractor accepts full responsibility and liability for any noncompliance by itself, its employees, and its Subcontractors with these laws and any violations of the Contract. 7. Data Shared with Subcontractors If Data access is to be provided to a Subcontractor under this Contract it will only be for the Permissible Use authorized by HCA and the Contractor must include all of the Data security terms, conditions and requirements set forth in this Attachment in any such Subcontract. In no DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 45 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B event will the existence of the Subcontract operate to release or reduce the liability of the Contractor to HCA for any Data Breach in the performance of the Contractor’s responsibilities. 8. Audit A. At HCA’s request or in accordance with OCIO 141.10, Contractor shall obtain audits covering Data Security and Permissible Use. Contractor may cover both the Permissible Use and the Data Security Requirements under the same audit, or under separate audits. The term, “independent third-party” as referenced in this section means an outside auditor that is an independent auditing firm. B. Data Security audits must demonstrate compliance with Data Security standards adopted by the Washington State Office of the Chief Information Officer (OCIO), and as set forth in Attachment B, Data Security Requirements. At a minimum, audit(s) must determine whether Data Security policies, procedures, and controls are in place to ensure compliance with all Data Security Requirements set forth herein and as required by state and federal law. C. Permissible Use Audits must demonstrate compliance with Permissible Use standards as set forth in this Contract and each Attachment A. Audit(s) must determine whether Permissible Use policies, procedures, and controls are in place to ensure compliance with all Permissible Use requirements in this Contract. D. HCA may monitor, investigate, and audit the use of Personal Information received by Contractor through this Contract. The monitoring and investigating may include the act of introducing data containing unique but false information (commonly referred to as “salting” or “seeding”) that can be used later to identify inappropriate use or disclosure of Data. E. During the term of this Contract and for six (6) years following termination or expiration of this Contract, HCA will have the right at reasonable times and upon no less than five (5) business days prior written notice to access the Contractor’s records and place of business for the purpose of auditing and evaluating the Contractor’s compliance with this Contract and applicable laws and regulations. 9. Data Breach Notification and Obligations A. The Data Breach or potential compromise of Data shared under this Contract must be reported to the HCA Privacy Officer at PrivacyOfficer@hca.wa.gov within one (1) business day of discovery. B. If the Data Breach or potential compromise of Data includes PHI, and the Contractor does not have full details, it will report what information it has and provide full details within 15 business days of discovery. To the extent possible, these reports must include the following: i. The identification of each individual whose PHI has been or may have been improperly accessed, acquired, used, or disclosed; DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 46 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B ii. The nature of the unauthorized use or disclosure, including a brief description of what happened, the date of the event(s), and the date of discovery; iii. A description of the types of PHI involved; iv. The investigative and remedial actions the Contractor or its Subcontractor took or will take to prevent and mitigate harmful effects and protect against recurrence; v. Any details necessary for a determination of the potential harm to Clients whose PHI is believed to have been used or disclosed and the steps those Clients should take to protect themselves; and vi. Any other information HCA reasonably requests. C. The Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or HCA including but not limited to 45 C.F.R. Part 164 Subpart D; RCW 42.56.590; RCW 19.255.010; or WAC 284-04-625. D. If notification must, in the sole judgement of HCA, must be made Contractor will further cooperate and facilitate notification to necessary individuals, to the U.S. Department of Health and Human Services (DHHS) Secretary, and to the media. At HCA’s discretion, Contractor may be required to directly perform notification requirements, or if HCA elects to perform the notifications, Contractor must reimburse HCA for all costs associated with notification(s). E. Contractor is responsible for all costs incurred in connection with a security incident, Data Breach, or potential compromise of Data, including: i. The reasonable costs of notification to individuals, media, and governmental agencies and of other actions HCA reasonably considers appropriate to protect HCA clients. ii. Computer forensics assistance to assess the impact of a Data Breach, determine root cause, and help determine whether and the extent to which notification must be provided to comply with Data Breach notification laws; iii. Notification and call center services, and other appropriate services (as determined exclusively by HCA) for individuals affected by a security incident or Data Breach, including fraud prevention, credit monitoring, and identify theft assistance; and iv. Regulatory defense, fines, and penalties from any claim in the form of a regulatory proceeding resulting from a violation of any applicable privacy or security law(s) or regulation(s). v. Compensation to HCA clients for harms caused to them by any Data Breach or possible Data Breach. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 47 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B F. Any Breach of this section may result in termination of the Contract and the demand for return or disposition, as described in Section 5(C), of all HCA Data. G. Contractor’s obligations regarding Data Breach notification survive the termination of this Contract and continue for as long as Contractor maintains the Data and for any Data Breach or potential compromise, at any time. 10. HIPAA Compliance This section of the Attachment is the Business Associate Agreement required by HIPAA. The Contractor is a “Business Associate” of HCA as defined by HIPAA. A. HIPAA Point of Contact. The point of contact for the Contractor for all required HIPAA-related reporting and notification communications from this Section 11, HIPAA Compliance, and all required Data Breach notification communications from Section 10, Data Breach Notification and Obligations, is: HCA Privacy Officer Washington State Health Care Authority 626 8th Avenue SE Olympia, WA 98504-2700 Telephone: (360) 725-1116 E-mail: PrivacyOfficer@hca.wa.gov B. Compliance. Business Associate must perform all Contract duties, activities, and tasks in compliance with HIPAA, and all attendant regulations as promulgated by the U.S. Department of Health and Human Services, Office for Civil Rights, as applicable. C. Use and Disclosure of PHI. Business Associate is limited to the following permitted and required uses or disclosures of PHI: i. Duty to Protect PHI. Business Associate must protect PHI from, and will use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164, Security Standards for the Protection of Electronic Protected Health Information, with respect to ePHI, to prevent the unauthorized use or disclosure of PHI for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract. ii. Minimum Necessary Standard. Business Associate will apply the HIPAA Minimum Necessary standard to any use or disclosure of PHI necessary to achieve the purposes of this Contract (45 C.F.R. § 164.514(d)(2) through (d)(5)). iii. Disclosure as Part of the Provision of Services. Business Associate will only use or disclose PHI as necessary to perform the services specified in this Contract or as required by law and will not use or disclose such PHI in any manner that would violate Subpart E of 45 C.F.R. 164, Privacy of Individually Identifiable Health Information, if done by Covered Entity, except for the specific uses and disclosures set forth below. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 48 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B iv. Use for Proper Management and Administration. Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. v. Disclosure for Proper Management and Administration. Business Associate may disclose PHI for the proper management and administration of Business Associate, subject to HCA approval, or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. vi. Impermissible use or Disclosure of PHI. Business Associate must report to the contact identified in subsection 11.1, in writing, all uses or disclosures of PHI not provided for by this Contract within one business day of becoming aware of the unauthorized use or disclosure of PHI, including Data Breaches of unsecured PHI as required at 45 C.F.R. § 164.410, Notification by a Business Associate, as well as any Security Incident of which it becomes aware. Upon request by HCA, Business Associate will mitigate, to the extent practicable, any harmful effect resulting from the impermissible use or disclosure. vii. Failure to Cure. If HCA learns of a pattern or practice of Business Associate that constitutes a violation of the Business Associate’s obligations under the terms of this Contract and reasonable steps by the Business Associate do not end the violation, HCA may terminate this Contract, if feasible. In addition, if Business Associate learns of a pattern or practice of its Subcontractors that constitutes a violation of the Business Associate’s obligations under the terms of their contract and reasonable steps by Business Associate do not end the violation, Business Associate must terminate the Subcontract, if feasible. viii. Termination for Cause. Business Associate authorizes immediate termination of this Contract by HCA, if HCA determines that Business Associate has violated a material term of this Business Associate Agreement. HCA may, at their sole option, offer Business Associate an opportunity to cure a violation of this Business Associate Agreement before exercising a termination for cause. ix. Consent to Audit. Business Associate must give reasonable access to PHI, its internal practices, records, books, documents, electronic data, and all other business information received from, or created or received by Business Associate on behalf of, HCA to the Secretary of DHHS and/or to HCA for use in determining compliance with HIPAA privacy requirements. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 49 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B x. Obligations of Business Associate Upon Expiration or Termination. Upon expiration or termination of this Contract for any reason, with respect to PHI received from HCA, or created, maintained, or received by Business Associate or any Subcontractors on behalf of HCA, Business Associate must: 1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; 2. Return to HCA or destroy the remaining PHI that the Business Associate or any Subcontractors still maintain in any form; 3. Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164, Security Standards for the Protection of Electronic Projected Health Information, with respect to ePHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate or any Subcontractors retain the PHI. 4. Not use or disclose the PHI retained by the Business Associate or any Subcontractors other than for the purposes for which such PHI was retained and subject to the same conditions set out in subsection 11.1, Use and Disclosure of PHI, that applied prior to termination; and 5. Return to HCA or destroy the PHI retained by Business Associate, or any Subcontractors, when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. xi. Survival. The obligations of Business Associate under this section will survive the termination or expiration of this Contract. D. Individual Rights i. Accounting of Disclosures 1. Business Associate will document all disclosures, except those disclosures that are exempt under 45 C.F.R. § 164.528, of PHI and information related to such disclosures. 2. Within ten business days of a request from HCA, Business Associate will make available to HCA the information in Business Associate’s possession that is necessary for HCA to respond in a timely manner to a request for an accounting of disclosures of PHI by the Business Associate (45 C.F.R. §§ 164.504(e)(2)(ii)(G) and 164.528(b)(1)). 3. At the request of HCA or in response to a request made directly to the Business Associate by an Individual, Business Associate will respond, in a timely manner and in accordance with HIPAA, to requests by Individuals for an accounting of disclosures of PHI. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 50 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B 4. Business Associate record keeping procedures will be sufficient to respond to a request for an accounting under this section for the six years prior to the date on which the accounting was requested. E. Access i. Business Associate will make available PHI that it holds that is part of a Designated Record Set when requested by HCA or the Individual as necessary to satisfy HCA’s obligations under 45 C.F.R. § 164.524, Access of Individuals to Protected Health Information. ii. When the request is made by the Individual to the Business Associate or if HCA asks the Business Associate to respond to a request, the Business Associate must comply with the requirements in 45 C.F.R. § 164.524, Access of Individuals to Protected Health Information, on form, time, and manner of access. When the request is made by HCA, the Business Associate will provide the records to HCA within ten business days. F. Amendment i. If HCA amends, in whole or in part, a record or PHI contained in an Individual’s Designated Record Set and HCA has previously provided the PHI or record that is the subject of the amendment to Business Associate, then HCA will inform Business Associate of the amendment pursuant to 45 C.F.R. § 164.526(c)(3), Amendment of Protected Health Information. ii. Business Associate will make any amendments to PHI in a Designated Record Set as directed by HCA or as necessary to satisfy HCA’s obligations under 45 C.F.R. § 164.526, Amendment to Protected Health Information. G. Subcontracts and other Third Party Agreements. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii), 164.504(e)(1)(i), and 164.308(b)(2), Business Associate must ensure that any agents, Subcontractors, independent contractors, or other third parties that create, receive, maintain, or transmit PHI on Business Associate’s behalf, enter into a written contract that contains the same terms, restrictions, requirements, and conditions as the HIPAA compliance provisions in this Contract with respect to such PHI. The same provisions must also be included in any contracts by a Business Associate’s Subcontractor with its own business associates as required by 45 C.F.R. §§ 164.314(a)(2)(b) and 164.504(e)(5). H. Obligations. To the extent the Business Associate is to carry out one or more of HCA’s obligation(s) under Subpart E of 45 C.F.R. Part 164, Privacy of Individually Identifiable Health Information, Business Associate must comply with all requirements that would apply to HCA in the performance of such obligation(s). I. Liability. Within ten business days, Business Associate must notify the contact identified in subsection 11.1 of any complaint, enforcement, or compliance action initiated by the Office for Civil Rights based on an allegation of violation of HIPAA DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 51 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Schedule B and must inform HCA of the outcome of that action. Business Associate bears all responsibility for any penalties, fines, or sanctions imposed against the Business Associate for violations of HIPAA and for any imposed against its Subcontractors or agents for which it is found liable. J. Data Breach Notification. Data Breach Notification and Obligations are detailed in Section 10. K. Miscellaneous Provisions i. Regulatory References. A reference in this Attachment to a section of HIPAA means the section as in effect or as amended. ii. Interpretation. Any ambiguity in this Attachment will be interpreted to permit compliance with the HIPAA. 11. Data Breach Response Insurance Requirements For the term of this Contract and 3 years following its termination or expiration, Contractor must maintain insurance to cover costs incurred in connection with a security incident, Data Breach, or potential compromise of Data, including: A. Computer forensics assistance to assess the impact of a Data Breach, determine root cause, and help determine whether and the extent to which notification must be provided to comply with Data Breach notification laws; B. Notification and call center services for individuals affected by a security incident, or Data Breach; C. Data Breach resolution and mitigation services for individuals affected by a security incident or Data Breach, including fraud prevention, credit monitoring, and identity theft assistance; and D. Regulatory defense, fines, and penalties from any claim in the form of a regulatory proceeding resulting from a violation of any applicable privacy or security law(s) or regulation(s). 12. Survival Clauses The terms and conditions contained in this Attachment that by their sense and context are intended to survive the expiration or other termination of this Attachment must survive. Surviving terms include but are not limited to: Constraints on Use of Data / Limited License, Security of Data, Data Confidentiality and Non-Disclosure, Audit, HIPAA Compliance, Data Breach Notification and Obligations and Data Breach Response Coverage Requirements. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 52 HCA Contract #K7098 Health Care Authority Schedule B Attachment A1: Data Licensing Statement 1. Justification and Authority for Data Sharing The Data to be shared under this DSA are necessary for the CJTA Programmatic Treatment Report, Attachment 1. The Data will be submitted directly into the Behavioral Health Data System (BHDS). 2. Purpose / Use / Description of Data The purpose of this Attachment is to provide terms and conditions under which HCA will allow the restricted use of its Data to the Contractor, and under which the Contractor may receive and use the Data. This Attachment ensures that HCA Data is provided, protected, and used only for purposes authorized by state and federal law governing such Data use. The scope of this Attachment only provides the Contractor with access and Permissible Use of Data; it does not establish an agency relationship or independent contractor relationship between HCA and the Contractor. A. Permissible Use: Contractor may only use the Data for the purposes of performing the duties under this Contract. B. File Layout: The Parties will exchange Data using the mutually agreed upon file layouts below. The Parties may edit and/or change the File Layout as considered necessary. i. Method of Access/Transfer: Once an established Managed Data Transfer connection with the host computer at Contractor’s location is confirmed, HCA will provide Data listed in File Layout list below, to Contractor. ii. Delivery Method: Managed File Transfer iii. Frequency of Data Delivery: HCA will receive Data quarterly. iv. Costs: N/A v. Description of Shared data is attached as Attachment 1, Quarterly Progress Report Template. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 53 HCA Contract #K7098 Health Care Authority Schedule B Attachment B: Data Security Requirements 2. Definitions In addition to the definitions set out in the Data Use, Security, and Confidentiality Attachment, the definitions below apply to this Attachment. A. “Hardened Password” means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. i. Passwords for external authentication must be a minimum of 10 characters long. ii. Passwords for internal authentication must be a minimum of 8 characters long. iii. Passwords used for system service or service accounts must be a minimum of 20 characters long. B. “Portable/Removable Media” means any data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs, DVDs); USB drives; or flash media (e.g. CompactFlash, SD, MMC). C. “Portable/Removable Devices” means any small computing device that can be transported, including but not limited to: handhelds/PDAs/Smartphones; Ultramobile PCs, flash memory devices (e.g. USB flash drives, personal media players); and laptop/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. D. “Secured Area” means an area to which only Authorized Users have access. Secured Areas may include buildings, rooms, or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. E. “Transmitting” means the transferring of data electronically, such as via email, SFTP, webservices, AWS Snowball, etc. F. “Trusted System(s)” means the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service (“USPS”) first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail, or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network. G. “Unique User ID” means a string of characters that identifies a specific user and which, in conjunction with a password, passphrase, or other mechanism, authenticates a user to an information system. 3. Data Transmission A. When transmitting HCA’s Confidential Information electronically, including via email, the Data must be encrypted using NIST 800-series approved algorithms (http://csrc.nist.gov/publications/PubsSPs.html). This includes transmission over the public internet. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 54 HCA Contract #K7098 Health Care Authority Schedule B B. When transmitting HCA’s Confidential Information via paper documents, the Contractor must use a Trusted System and must be physically kept in possession of an authorized person. 4. Protection of Data The Contractor agrees to store and protect Confidential Information as described: A. Data at Rest: i. Data will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User ID, and a Hardened Password, or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Systems which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. B. Data stored on Portable/Removable Media or Devices: i. Confidential Information provided by HCA on Removable Media will be encrypted with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the Data. ii. HCA’s data must not be stored by the Contractor on Portable Devices or Media unless specifically authorized within the Contract. If so authorized, the Contractor must protect the Data by: a) Encrypting with NIST 800-series approved algorithms. Encryption keys will be stored and protected independently of the data; b) Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics; c) Keeping devices in locked storage when not in use; d) Using check-in/check-out procedures when devices are shared; e) Maintain an inventory of devices; and C. Ensure that when being transported outside of a Secured Area, all devices with Data are under the physical control of an Authorized User. D. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only to authorized personnel. When not in use, such records must be stored in a locked container, such as a file cabinet, locking drawer, or safe, to which only authorized persons have access. 5. Data Segregation HCA’s Data received under this Contract must be segregated or otherwise distinguishable from non- HCA Data. This is to ensure that when no longer needed by the Contractor, all of HCA’s Data can be identified for return or destruction. It also aids in determining whether HCA’s Data has or may have been compromised in the event of a security breach. A. HCA’s Data must be kept in one of the following ways: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 55 HCA Contract #K7098 Health Care Authority Schedule B i. on media (e.g. hard disk, optical disc, tape, etc.) which will contain only HCA Data; or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA’s Data; or iii. in a database that will contain only HCA Data; or iv. within a database and will be distinguishable from non-HCA Data by the value of a specific field or fields within database records; or v. when stored as physical paper documents, physically segregated from non-HCA Data in a drawer, folder, or other container. B. When it is not feasible or practical to segregate HCA’s Data from non-HCA data, then both HCA’s Data and the non-HCA data with which it is commingled must be protected as described in this Attachment. C. Contractor must designate and be able to identify all computing equipment on which they store, process and maintain HCA Data. No Data at any time may be processed on or transferred to any portable storage medium. Laptop/tablet computing devices are not considered portable storage medium devices for purposes of this Contract provided it is installed with end-point encryption. 6. Data Disposition A. Consistent with Chapter 40.14 RCW, Contractor shall erase, destroy, and render unrecoverable all HCA Confidential Data and certify in writing that these actions have been completed within thirty (30) days of the disposition requirement or termination of this Contract, whichever is earlier. At a minimum, media sanitization is to be performed according to the standards enumerated by NIST SP 800-88r1 Guidelines for Media Sanitization. B. For HCA’s Confidential Information stored on network disks, deleting unneeded Data is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in Section 3, above. Destruction of the Data as outlined in this section of this Attachment may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. 7. Network Security Contractor’s network security must include the following: A. Network firewall provisioning; B. Intrusion detection; C. Quarterly vulnerability assessments; and D. Annual penetration tests. 8. Application Security Contractor must maintain and support its software and subsequent upgrades, updates, patches, and bug fixes such that the software is, and remains secure from known vulnerabilities. 9. Computer Security DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 56 HCA Contract #K7098 Health Care Authority Schedule B Contractor shall maintain computers that access Data by ensuring the operating system and software are updated and patched monthly, such that they remain secure from known vulnerabilities. Contractor computer device(s) must also be installed with an Anti-Malware solution and signatures updated no less than monthly. 10. Offshoring A. Contractor must maintain all hardcopies containing Confidential Information only from locations in the United States. B. Contractor may not directly or indirectly (including through Subcontractors) transport any Data, hardcopy or electronic, outside the United States unless it has advance written approval from HCA. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 57 HCA Contract #K7098 Health Care Authority Schedule B Attachment C: HCA Small Numbers Standard 1. Why do we need a Small Numbers Standard? It is the Washington State Health Care Authority’s (HCA) legal and ethical responsibility to protect the privacy of its clients and members. However, HCA also supports open data and recognizes the ability of information to be used to further HCA’s mission and vision. As HCA continues down the path of Data Governance maturity, establishing standards such as this is key in helping HCA analysts and management meet the needs of external data requestors while maintaining the trust of our clients and members and complying with agency, state and federal laws and policies. Publishing data products that include small numbers creates two concerns. As a reported number gets smaller, the risk of re-identifying an HCA client or member increases. This is especially true when a combination of variables are included in the data product to arrive at the small number (e.g. location, race/ethnicity, age, or other demographic information). Small numbers can also create questions around statistical relevance. When it comes to publicly posting data products on HCA’s internet site, or sharing outside the agency, the need to know the exact value in a cell that is less than 11 must be questioned. As the agency moves away from traditional, static reports to a dynamic reporting environment (e.g. Tableau visualizations), it is easier for external data consumers to arrive at small numbers. Further, those external consumers have an increasing amount of their own data that could be used to re-identify individuals. As a result, more rigor and a consistent approach needs to be in place to protect the privacy of HCA’s clients and members. Until now, some HCA data teams have elected to follow small numbers guidelines established by the Department of Health, which include examples of suppression methods for working with small numbers. HCA is now establishing its own standard, but is planning to work with DOH and other agencies dealing with healthcare data to try and develop a consistent small numbers methodology at a statewide level. 2. Scope HCA often uses Category 4 data to create summary data products for public consumption. This Standard is intended to define one of the requirements for a summary data product to be considered Category 1. Specifically, it is intended to define the level of suppression that must be applied to an aggregated data product derived from Category 4 data for the data product to qualify as Category 1. Category 1 products are data products that are shared external to the agency, in large part those products that are posted on HCA’s Internet website (www.hca.wa.gov). The primary scope of this Standard is for those data products posted publicly (e.g. on the website), or, shared as public information. The following are examples of when this Standard does not apply to data products are: A. Those shared directly with an external entity outside HCA, the Standard suppression of small numbers would not be required. However, you should notify the recipient that the data products contain sensitive information and should not be shared or published. B. Those exchanged under a data share agreement (DSA) that will not be posted or shared outside the Contractor. C. Those created for HCA-only internal use. This standard does not supersede any federal and state laws and regulation. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 58 HCA Contract #K7098 Health Care Authority Schedule B 3. Approach In 2017, an impromptu workgroup was formed to tackle the issue of small numbers and determine what the general approach for handling data products that contain them would be. This initial effort was led by the agency’s Analytics, Interoperability and Measurement (AIM) team who had an immediate need for guidance in handling and sharing of data products containing small numbers. The result of that work was a set of Interim Small Numbers Guidelines, which required suppression of cells containing values of less than 10. In addition, data products that contain small numbers are considered Category 2 under HCA’s Data Classification Guidelines. In spring 2018, a new cross-divisional and chartered Small Numbers Workgroup was formed to develop a formal agency standard. Representatives from each of the major HCA divisions that produce data and analytic products were selected. The charter, complete with membership, can be found here (available to internal HCA staff only). The Workgroup considered other state agency standards, and national standards and methods when forming this standard. The Workgroup also consulted business users and managers to determine the potential impact of implementing a small numbers suppression standard. All of this information was processed and used to form the HCA Small Numbers Standard. 4. State and National Small Numbers Standards Considered When developing these standards, HCA reviewed other organizations’ small numbers standards at both a state and federal level. At the state level, DOH recently published a revised Small Numbers Standard, which emphasizes the need for suppression for both privacy concerns and statistical relevance. HCA also convened a meeting of other state agencies to discuss their approach and policies (if any) around Small Numbers. Feedback from that convening was also taken into consideration for this Standard as well. Federal health organizations such as the Centers for Disease Control and Prevention (CDC) and the National Center for Health Statistics (NCHS) also maintain small numbers standards. HCA’s federal oversight agency and funding partner, the Centers for Medicare and Medicaid Services (CMS) adopts suppression of any cell with a count of 10 or less. 5. WA Health Care Authority Small Numbers Standard Any HCA external publication of data products are to be compliant with both HIPAA and Washington State privacy laws. Data products are not to contain small numbers that could allow re-identification of individual beneficiaries. HCA analysts are to adhere to the following requirements when developing Category 1 data products for distribution and publication. Category 1 data is information that can be released to the public. These products do not need protection from unauthorized disclosure but do need integrity and availability protection controls. Additionally, all contractors (state and private) that use HCA’s data to produce derivative reports and data products are required to adhere to this standard as well. HCA’s Contracts team will ensure that proper contractual references are included to this and all HCA Data Release and Publishing Standards. The requirements discussed herein are not intended for Category 2, Category 3, or Category 4 data products. 6. HCA’s Small Number Standard: A. There are no automatic exemptions from this standard B. (See Exception Request Process section below) C. Standard applies for all geographical representations, including statewide. D. Exceptions to this standard will be considered on a case-by-case basis (see Exception Request Process section later in this document for more information). DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 59 HCA Contract #K7098 Health Care Authority Schedule B E. Ensure that no cells with 0 < n < 11 are reported (0 < n < 11 suppressed) F. Apply a marginal threshold of 1 - 10 and cell threshold of 1 - 10 to all tabulations G. (0 < n < 11 suppressed). H. To protect against secondary disclosure, suppress additional cells to ensure the primary suppressed small value cannot be recalculated. I. Suppression of percentages that can be used to recalculate a small number is also required. J. Use aggregation to prevent small numbers but allow reporting of data. Age ranges are a very good example of where aggregation can be used to avoid small numbers but avoid suppressing data (see example below). 7. Small Numbers Examples A. Example (Before Applying Standard) Client Gender County Accountable Community of Health (ACH) Statewide Male 6 8 14 Female 11 15 26 TOTAL 17 23 40 B. Example (After Applying Standard) Client Gender County ACH Statewide Male ---¹ --- 14 Female 11 15 26 TOTAL --- --- 40 ¹In order to protect the privacy of individuals, cells in this data product that contain small numbers from 1 to 10 are not displayed. The above examples show in order to comply with the standard, analysts must not only suppress directly those cells where n < 11, but also in this case secondary suppression is necessary of the county and ACH totals in order to avoid calculation of those cells that contained small numbers. C. Example (Suppression with no aggregation) Age Range County ACH Statewide 0-3 5 (would be suppressed) 8 (would be suppressed) 13 (would be suppressed) 4-6 7 (would be suppressed) 18 25 (would be suppressed) 15 23 38 DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 60 HCA Contract #K7098 Health Care Authority Schedule B 10-12 24 33 57 TOTAL 51 (would be suppressed) 82 (would be suppressed) 133 D. Example (Using aggregation instead of suppression) Age Range County ACH Statewide 0-6 12 26 38 7-9 15 23 38 10-12 24 33 57 TOTAL 51 82 133 The above examples provide guidance for using aggregation to avoid small number suppression and still provide analytic value to the end user. Aggregation is an excellent method to avoid presenting information with many holes and empty values. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 61 HCA Contract #K7098 Health Care Authority Schedule B Attachment D: User Agreement on Non-Disclosure of Confidential Information (To Be Signed by Each Individual User with Access to Confidential HCA Data) Your organization has entered into a Data Share Agreement with the state of Washington Health Care Authority (HCA) that will allow you access to data and records that are deemed Confidential Information as defined below. Prior to accessing this Confidential Information you must sign this User Agreement on Non-Disclosure of Confidential Information. Confidential Information “Confidential Information” means information that is exempt from disclosure to the public or other unauthorized persons under Chapter 42.56 RCW or other federal or state laws. Confidential Information includes, but is not limited to, Protected Health Information and Personal Information. For purposes of the pertinent Data Share Agreement, Confidential Information means the same as “Data.” “Protected Health Information” means information that relates to: the provision of health care to an individual; the past, present, or future physical or mental health or condition of an individual; or the past, present or future payment for provision of health care to an individual and includes demographic information that identifies the individual or can be used to identify the individual. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, credit card numbers, any other identifying numbers, and any financial identifiers. Regulatory Requirements and Penalties State laws (including, but not limited to, RCW 74.04.060, RCW 74.34.095, and RCW 70.02.020) and federal regulations (including, but not limited to, HIPAA Privacy and Security Rules, 45 C.F.R. Part 160 and Part 164; Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R., Part 2; and Safeguarding Information on Applicants and Beneficiaries, 42 C.F.R. Part 431, Subpart F) prohibit unauthorized access, use, or disclosure of Confidential Information. Violation of these laws may result in criminal or civil penalties or fines. User Assurance of Confidentiality In consideration for HCA granting me access to the Confidential Information that is the subject of this Agreement, I agree that I: Will access, use, and disclose Confidential Information only in accordance with the terms of this Agreement and consistent with applicable statutes, regulations, and policies. Have an authorized business requirement to access and use the Confidential Information. Will not use or disclose any Confidential Information gained by reason of this Agreement for any commercial or personal purpose, or any other purpose that is not directly connected with this Agreement. Will not use my access to look up or view information about family members, friends, the relatives or friends of other employees, or any persons who are not directly related to my assigned job duties. Will not discuss Confidential Information in public spaces in a manner in which unauthorized individuals could overhear and will not discuss Confidential Information with unauthorized individuals, including spouses, domestic partners, family members, or friends. Will protect all Confidential Information against unauthorized use, access, disclosure, or loss by employing reasonable security measures, including physically securing any computers, documents, or other media containing Confidential Information and viewing Confidential Information only on secure workstations in non-public areas. Will not make copies of Confidential Information or print system screens unless necessary to perform my assigned job duties and will not transfer any Confidential Information to a portable electronic device or medium, or remove Confidential Information on a portable device or medium from facility premises, unless the information is encrypted and I have obtained prior permission from my supervisor. Will access, use or disclose only the “Minimum Necessary” Confidential Information required to perform my assigned job duties. Will not distribute, transfer, or otherwise share any software with anyone. Will forward any requests that I may receive to disclose Confidential Information to my supervisor for resolution and will immediately inform my supervisor of any actual or potential security breaches involving Confidential Information, or of any access to or use of Confidential Information by unauthorized users. Understand at any time, HCA may audit, investigate, monitor, access, and disclose information about my use of the Confidential Information and that my intentional or unintentional violation of the terms of this Agreement may result in revocation of privileges to access the Confidential Information, disciplinary actions against me, or possible civil or criminal penalties or fines. Understand that my assurance of confidentiality and these requirements will continue and do not cease at the time I terminate my relationship with my employer. Signature Print User’s Name User Signature Date DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 62 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Attachment E: Certification of Destruction/Disposal of Confidential Information (To Be Filled Out and Returned to HCA Upon Termination of Contract) NAME OF CONTRACTOR: CONTRACT #: ___________________________________ (Contractor) herby certifies that the data elements listed below or attached, received as a part of the data provided in accordance with DSA have been: DISPOSED OF/DESTROYED ALL COPIES You certify that you destroyed, and returned if requested by HCA, all identified confidential information received from HCA, or created, maintained, or received by you on behalf of HCA. You certify that you did not retain any copies of the confidential information received by HCA. Description of Information Disposed of/ Destroyed: Date of Destruction and/or Return: Method(s) of destroying/disposing of Confidential Information: Disposed of/Destroyed by: Signature Date Printed Name: Title: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 63 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 ATTACHMENT 1: QUARTERLY PROGRESS REPORT TEMPLATE CRIMINAL JUSTICE TREATMENT ACCOUNT QUARTERLY PROGRESS REPORT Please respond to each question and submit as a separate attachment with your quarterly R&E Report to: zach.lynch@hca.wa.gov Report Quarter ☐July 2023 to September 2023 ☐October 2023 to December 2023 ☐January 2024 to March 2024 ☐April 2024 to June 2024 Name of County completing Report: Click or tap here to enter text. Please enter your status for each item, if item is incomplete please list your plan of correction (POC) including actions to be taken and target date for completion. 1. Contractor entered all encounters and supplemental transactions funded by CJTA into the “CJTA Provider Entry Workbook”? ☐Yes ☐No If no, please enter POC. 2. County submitted the CJTA Programmatic Treatment Report through the Managed File Transfer? ☐Yes ☐No If no, please enter POC. 3. County submitted the Quarterly Revenue and Expenditure Report? ☐Yes ☐No If no, please enter POC. DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 64 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 4. County has made attempts to expand access to Recovery Support Services for the intended population? ☐Yes ☐No If no, please enter POC. 5. CJTA funding provides services for individual in a Therapeutic Court Program? ☐Yes ☐No If Yes, please indicate the number of individuals who were admitted into the program during this quarter who are receiving medication assisted treatment or medications for opioid use disorder: If Yes, please indicate what medications the individuals admitted into the program during this quarter are receiving (e.g. Buprenorphine, Methadone, Naltexone): 6. Is there any indication that the Therapeutic Court programs benefitting from CJTA are denying access to, or requiring titration from, any medications for opioid use disorder? ☐Yes ☐No Please enter any additional comments here: 7. CJTA funding used in the local, county, city, or tribal Jail? ☐Yes ☐No If Yes, please indicate any barriers to providing treatment services and transitioning individuals into the community: 8. List any other significant accomplishments. 9. List any training or technical assistance needs. 10. Summarize any barrier(s) encountered and plans to overcome the barrier(s) with timeline. 11. Please include any other comments you would like to convey to the HCA Contract Manager: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 65 CJTA Funded Treatment and Recovery Support Health Care Authority HCA Contract K7098 Completed By: Date: DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 66 HCA Contract #K7098 Health Care Authority ATTACHMENT 2: QUARTERLY REVENUE AND EXPENDITURE REPORT TEMPLATE CJTA Revenue & Expenditure Report County Name [Month] - [Month] [Year] EVENUES AMOUNT Non-Medicaid Revenues Criminal Justice Treatment Acct (CJTA) State Drug Court (CJTA) TOTAL REVENUES $ - EXPENDITURES - Substance Use Disorder AMOUNT Number Served Assessment (to include assessments done while in jail) Interim Services Community Outreach Brief Intervention (Any level, assessment not required) Acute Withdrawal Management (Detoxification) Involuntary Commitment Investigations and Treatment Sub-Acute Withdrawal Management (Detoxification) Outpatient Treatment (Group or Individual) Intensive Outpatient Treatment Opiate Substitution Treatment Case Management Urinalysis Room and Board (Residential Treatment only) Intensive Inpatient Residential Treatment Services Long-Tem Care Residential Treatment Services Recovery House Residential Treatment Services Treatment in the jail (8 Sessions) Recovery Support Services Administration-10% Maximum Transportation Childcare Services TOTAL EXPENDITURES $ - - DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B Washington State 67 HCA Contract #K7098 Health Care Authority Additional Required Reporting: CJTA Amount Adult Youth PPW Total $ - Discrepancy $ - CJTA - Minimum 30% Innovative $ - 100% Match Contracted Directly with Courts $0.00 $0.00 DocuSign Envelope ID: 74C2A6D1-A326-4656-AC66-91977576FB9B