Qantract Number: ?7 1 I ?ggugg'nsg?lgr?ismicita?on Nus?nber': . 4.. C?mPBtenGy R9storqtipnz?eWines 1 Eg?tract' is betWe?n th? Stfa?t?bf Washin?gtbn 3075131 7 Far?mam cantradmmbe? ?a?d'?gaith Sen/Mes and the Comra?C-to; comm Number: QWIRACTOR ll 070R doing? basiness Care, LLC I QWETRACYOR ADDRESS Egimvay Drive, Spite 51190 - 7 - was) rq??m?l?Rcam?? Prado, President was 1 '3 ?sg-gsbimsm? 7 some; BHSEA 0314's CONTACT TIRE 1 1 ??sas- I Human states Hbspital Forensic Policy Brake? East foi?cef??ik??b 7 ahd"Legi3?3tive Administrator fgL'ace'y. WA 3? time 7 DSHS cam-TAM Em: ASDRESS . - {360) ?25?+ii2265a 3'2:me- JEEDANUMBEMS) CONTRAQTQR A SUBRECEPIEM OF THIS Gamma-T5 "domm? ENQ I 1211412015 3 6330120177 $4,273,435. TTfi'?'ifafldWing' EXh?Ebits attached and aft?? intriqrpor?t?d-inm this GonfraCt gf?re'n?e: axhib?its- Exhibit A Security Req uir?frriehts Exhibit Business Associaie Agreement; Exhibit Finai?gialgt-Funatibnal and Resume Commitments - No Es?ijjib?its'; gi; The terms ?enditim's (ff t?i?s ar? an the ?naE, entir - th? and cammunica?en?s, oral? raing'thesubject' matter cf this Contract, The parties Signing they hate read and :f @336; arid-have the authOrIty to execut?; Contract}; ThEs :Contr?jct'shall be __Ijndin'g oft DSHS only und?f?tan; .rrup?on Si .U DATE 51mmDATE'Sgs'Iawggti' Ewen?ayriesk Contractsmahager - Temsa?aconamons 201512 PRR 1070 000001 1. Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions: a. “Central Contract Services” means the DSHS central headquarters contracting office, or successor section or office. b. “Confidential Information” or “Data” means information that is exempt from disclosure to the public or other unauthorized persons under RCW 42.56 or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information. c. “Contract” or “Agreement” means the entire written agreement between DSHS and the Contractor, including any Exhibits, documents, or materials incorporated by reference. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. d. “Contracts Administrator” means the manager, or successor, of Central Contract Services or successor section or office. e. “Contractor” means the individual or entity performing services pursuant to this Contract and includes the Contractor’s owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents. f. “Debarment” means an action taken by a Federal agency or official to exclude a person or business entity from participating in transactions involving certain federal funds. g. “DSHS” or the “Department” means the state of Washington Department of Social and Health Services and its employees and authorized agents. h. “Encrypt” means to encode Confidential Information into a format that can only be read by those possessing a “key”; a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 128 bits. i. “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, other identifying numbers, and any financial identifiers. j. “Physically Secure” means that access is restricted through physical means to authorized individuals only. k. “Program Agreement” means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS. l. “RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http://apps.leg.wa.gov/rcw/. m. “Regulation” means any federal, state, or local regulation, rule, or ordinance. General Terms and Conditions 201512 PRR 1070 000002 Page 2 n. “Secured Area” means an area to which only authorized representatives of the entity possessing the Confidential Information 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. o. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or a portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract. p. “Tracking” means a record keeping system that identifies when the sender begins delivery of Confidential Information to the authorized and intended recipient, and when the sender receives confirmation of delivery from the authorized and intended recipient of Confidential Information. q. “Trusted Systems” include only 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. r. “WAC” means the Washington Administrative Code. All references in this Contract to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http://apps.leg.wa.gov/wac/. 2. Amendment. This Contract may only be modified by a written amendment signed by both parties. Only personnel authorized to bind each of the parties may sign an amendment. 3. Assignment. The Contractor shall not assign this Contract or any Program Agreement to a third party without the prior written consent of DSHS. 4. Billing Limitations. a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract. b. DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed. c. The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services. 5. Compliance with Applicable Law. At all times during the term of this Contract, the Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to, nondiscrimination laws and regulations. 6. Confidentiality. a. Neither the Contractor nor DSHS shall 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 performance of CR Services, except: General Terms and Conditions 201512 PRR 1070 000003 Page 3 (1) as provided by law or in accordance with a court order; or, (2) in the case of Personal Information, with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. b. The Contractor shall 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: (1) Allowing access only to staff that have an authorized business requirement to view the Confidential Information. (2) Physically Securing any computers, documents, or other media containing the Confidential Information. (3) Ensure the security of Confidential Information transmitted via fax (facsimile) by: (a) Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons. (b) Communicating with the intended recipient before transmission to ensure that the fax will be received only by an authorized person. (c) Verifying after transmittal that the fax was received by the intended recipient. (4) When transporting six (6) or more records containing Confidential Information, outside a Secured Area, do one or more of the following as appropriate: (a) Use a Trusted System. (b) Encrypt the Confidential Information, including: i. Encrypting email and/or email attachments which contain the Confidential Information. ii. Encrypting Confidential Information when it is stored on portable devices or media, including but not limited to laptop computers and flash memory devices. Note: If the DSHS Data Security Requirements Exhibit is attached to this contract, this item, 6.b.(4), is superseded by the language contained in the Exhibit. (5) Send paper documents containing Confidential Information via a Trusted System. (6) Following the requirements of the DSHS Data Security Requirements Exhibit, if attached to this contract. c. Upon request by DSHS, at the end of the Contract term, or when no longer needed, Confidential Information shall be returned to DSHS or Contractor shall certify in writing that they employed a DSHS approved method to destroy the information. Contractor may obtain information regarding approved destruction methods from the DSHS contact identified on the cover page of this Contract. d. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and General Terms and Conditions 201512 PRR 1070 000004 Page 4 the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) must be destroyed on-site through shredding, pulping, or incineration. e. Notification of Breach. The breach or suspected breach of Confidential Information must be reported to the DSHS Contact designated on the contract within one (1) business days of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS. For purposes of this section the term “breach” shall be defined as under 45 C.F.R. Section 164.402, except that the term “protected health information” contained in the regulation shall be replaced with “Confidential Information” as defined herein. f. Contractor’s proprietary information. Contractor shall clearly mark as proprietary any documents or data that it asserts to be proprietary. Contractor shall refrain from marking all documents or data generated by the Contractor as proprietary but shall reserve this designation for documents or data analyzed and deemed in good faith to be proprietary by Contractor. Contractor shall be responsible for defending, in court and at its cost, any claims of exemption to disclosure of documents or data marked “proprietary” by Contractor. 7. Debarment Certification. The Contractor, by signature to this Contract, certifies that the Contractor and all of its employees who shall be assigned to perform the Contract, are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions with federal departments or federal agencies (Debarred). The Contractor also agrees to include the above requirement in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes Debarred. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor becomes Debarred during the term hereof. 8. Governing Law and Venue. This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County. 9. Independent Contractor. The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the Department. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the Department by reason hereof, nor will the Contractor, his or her employees, or agent make any claim of right, privilege or benefit that would accrue to such officer or employee. 10. Inspection. The Contractor shall provide DSHS, any person designated by DSHS, and the Office of the State Auditor with reasonable access to (i) Contractor’s place of business where Contractor performs competency restoration services for DSHS pursuant to this Contract, (ii) Contractor’s records, regardless of location, as they directly relate to the competency restoration services that Contractor performs for DSHS pursuant to this Contract, and (iii) DSHS client records, wherever located. DSHS shall give reasonable notice when practicable, but may access areas where services are delivered under this Contract at any time, with or without advance notice. These inspection rights are intended to allow DSHS and the Office of the State Auditor to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable laws, regulations, and these Contract terms in performing this Contract. Contractor shall have no responsibility with respect to any State or DSHS costs associated with such inspections, audits, and monitoring and DSHS shall have no responsibility with respect to any Contractor costs associated with such inspections, audits and monitoring. Inspection, audit, or monitoring shall be conducted in a manner that does not unreasonably interfere with the General Terms and Conditions 201512 PRR 1070 000005 Page 5 operations of Contractor. These inspection rights shall survive for six (6) years following this Contract’s termination or expiration. 11. Maintenance of Records. The Contractor shall maintain records relating to this Contract and the performance of the services described herein. The records include, but are not limited to, accounting procedures and practices, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Except as set forth in the Special Terms and Conditions of this Contract, all records and other material relevant to this Contract shall be retained for six (6) years after expiration or termination of this Contract. Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. DSHS shall notify Contractor of all litigations, claims and audits so that Contractor may comply with this requirement. Contractor shall notify DSHS of any claims or litigation it receives arising from the performance of Services under this Contract. 12. Order of Precedence. In the event of any inconsistency or conflict between the General Terms and Conditions and the Special Terms and Conditions of this Contract or any Program Agreement, the inconsistency or conflict shall be resolved by giving precedence to these General Terms and Conditions. Terms or conditions that are more restrictive, specific, or particular than those contained in the General Terms and Conditions shall not be construed as being inconsistent or in conflict. 13. Severability. If any term or condition of this Contract is held invalid by any court, the remainder of the Contract remains valid and in full force and effect. 14. Survivability. The terms and conditions contained in this Contract or any Program Agreement which, by their sense and context, are intended to survive the expiration or termination of the particular agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations; Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and Treatment of Property. 15. Contract Renegotiation, Suspension, or Termination Due to Change in Funding. If the funds DSHS relied upon to establish this Contract or Program Agreement are 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 or Program Agreement, DSHS shall Immediately notify Contractor in writing, then: a. At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions; provided, however, that Contractor shall mutually agree, as evidenced by a signed writing of an authorized representative of Contractor, to the renegotiated Contract or Program Agreement. b. DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS 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. (1) 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. General Terms and Conditions 201512 PRR 1070 000006 Page 6 (2) When DSHS determines 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 DSHS informing DSHS whether it can resume performance and, if so, the date of resumption; the decision for Contractor to resume performance shall be in Contractor’s sole discretion after receiving notice by DSHS requesting resumption. For purposes of this subsubsection, “written notice” may include email. (3) If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, either party may terminate the Contract by giving written notice to the other party. DSHS shall be liable only for payment in accordance with the terms of this Contract for services, which shall explicitly include payment for services actually performed prior to the effective date of termination. c. DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised. d. DSHS may request in writing that Contractor continue to provide services for up to 90 days during a period in which state funding is temporarily unavailable. In such event, Contractor shall continue to provide services and shall be entitled to payment promptly upon the restoration of funding availability for all services provided during such period in which state funding was temporarily unavailable. In the event that the temporary lack of funding becomes a permanent lack of funding, DSHS shall notify Contractor immediately, this Contract shall terminate and Contractor shall be paid for all services actually performed prior to the effective termination date. 16. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and conditions of this Contract. Only the DSHS Contracts Administrator or designee has the authority to waive any term or condition of this Contract on behalf of DSHS. Additional General Terms and Conditions – Client Service Contracts: 17. Advance Payment. DSHS shall not make any payments in advance or anticipation of the delivery of services to be provided pursuant to this Contract. 18. Construction. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Contract. 19. Contractor Certification Regarding Ethics. The Contractor certifies that the Contractor is now, and shall remain, in compliance with Chapter 42.52 RCW, Ethics in Public Service, throughout the term of this Contract. 20. Health and Safety. Contractor shall perform any and all of its obligations under this Contract in a manner that does not compromise the health and safety of any DSHS client with whom the Contractor has contact. 21. Indemnification and Hold Harmless. a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or General Terms and Conditions 201512 PRR 1070 000007 Page 7 fines, of whatsoever kind of nature, arising out of or caused by a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor. b. The Contractor’s duty to indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines shall include DSHS’ personnel-related costs, reasonable attorney’s fees, court costs, and all related expenses. c. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees. d. Nothing in this term shall be construed as a modification or limitation on the Contractor’s obligation to procure insurance in accordance with this Contract or the scope of said insurance. e. Contractor shall have no obligation to indemnify, defend or hold DSHS harmless for the acts, omissions, or performance or failure to perform this Contract by DSHS, the State of Washington, or any of their employees, agents, officers, officials, subcontractors, or representatives, except to the extent that the alleged act or omission of a DSHS employee was in accordance with clinical direction provided by the Contractor. f. For purposes of this Section 21, the term “Contractor” shall only include Correct Care, LLC and the definition provided under Section 1(e) shall not apply. 22. Industrial Insurance Coverage. The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, DSHS may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. DSHS may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by DSHS under this contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the Contractor. 23. Notice of Overpayment. If the Contractor receives a vendor overpayment notice or a letter communicating the existence of an overpayment from DSHS, the Contractor may protest the overpayment determination by requesting an adjudicative proceeding. The Contractor’s request for an adjudicative proceeding must: a. Be received by the Office of Financial Recovery (OFR) at Post Office Box 9501, Olympia, Washington 98507-9501, within twenty-eight (28) calendar days of service of the notice; b. Be sent by certified mail (return receipt) or other manner that proves OFR received the request; c. Include a statement as to why the Contractor thinks the notice is incorrect; and d. Include a copy of the overpayment notice. Timely and complete requests will be scheduled for a formal hearing by the Office of Administrative Hearings. The Contractor may be offered a pre-hearing or alternative dispute resolution conference in an attempt to resolve the overpayment dispute prior to the hearing. Failure to provide OFR with a written request for a hearing within twenty-eight (28) days of service of a vendor overpayment notice or other overpayment letter will result in an overpayment debt against the General Terms and Conditions 201512 PRR 1070 000008 Page 8 Contractor. DSHS may charge the Contractor interest and any costs associated with the collection of this overpayment. DSHS may collect an overpayment debt through lien, foreclosure, seizure and sale of the Contractor’s real or personal property; order to withhold and deliver; or any other collection action available to DSHS to satisfy the overpayment debt. 24. Subcontracting. Contractor shall not subcontract any of the contracted services without the prior approval of DSHS. Contractor is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Contract are complied with by any Subcontractors. Any failure of Contractor or its subcontractors to perform the obligations of this Contract shall not discharge the Contractor from its obligations hereunder or diminish DSHS’ rights or remedies available under this Contract. 25. Subrecipients. a. General. If the Contractor is a subrecipient of federal awards as defined by 2 CFR Part 200 and this Agreement, the Contractor shall: (1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity; (2) Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (3) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (4) Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients; (5) Comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation; and (6) Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to www.ojp.usdoj.gov/ocr/ for additional information and access to the aforementioned Federal laws and regulations.) b. Single Audit Act Compliance. If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: (1) Submit to the DSHS contact person the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (2) Follow-up and develop corrective action for all audit findings; in accordance with 2 CFR Part General Terms and Conditions 201512 PRR 1070 000009 Page 9 200, Subpart F; prepare a “Summary Schedule of Prior Audit Findings” reporting the status of all audit findings included in the prior audit's schedule of findings and questioned costs. c. Overpayments. If it is determined by DSHS, or during the course of a required audit, that the Contractor has been paid unallowable costs under this or any Program Agreement, DSHS may require the Contractor to reimburse DSHS in accordance with 2 CFR Part 200. 26. Termination for Convenience. DSHS may terminate this Contract in whole or in part when it is in the best interest of DSHS by giving the Contractor at least thirty (30) calendar days’ written notice. 27. Other Termination. (1) The Contracts Administrator may immediately terminate this Contract for default, in whole or in part, by written notice to the Contractor if DSHS has a reasonable basis to believe that the Contractor has: a. Failed to meet or maintain any requirement for contracting with DSHS and does not cure the same within thirty (30) days after receiving written notice from DSHS regarding such failure; b. Failed to protect the health or safety of any DSHS client pursuant to the section entitled Health and Safety of this Contract and does not cure the same within thirty (30) days after receiving written notice from DSHS or within the time frame specified by DSHS pursuant to pursuant to Section 14 b. of the Special Terms and Conditions; c. Failed to perform under, or otherwise breached, any term or condition of this Contract and does not cure the same within thirty (30) days after receiving written notice from DSHS regarding such failure; and/or d. Violated any material applicable law or material regulation. If it is later determined that the Contractor was not in default, the termination shall be considered a termination for convenience. (2) Contractor may terminate this Contract upon sixty (60) days of written notice: a. the Court Order of Trueblood v. DSHS, Case No. C14-1178 MJP is amended, or if any legislation, rule, regulation or other law is enacted, that materially alters the scope of the services required by Contractor hereunder (whether directly or indirectly as a contractor of DSHS), the monitoring requirements of Contractor, or other factors outside the Contractor’s control which significantly increase the risk or costs to Contractor in performing the services, and, despite a good faith effort, DSHS and Contractor are unable to renegotiate the terms of this Contract in a manner that is mutually agreeable to each party. b. DSHS fails to promptly pay any undisputed invoice submitted by the Contractor; provided Contractor has provided DSHS with written notice of failure to make payment, and DSHS has not made payment within thirty (30) days of such notice. c. DSHS breaches any material term or material condition of this Contract and does not cure the same within thirty (30) days after receiving written notice from Contractor regarding such breach. General Terms and Conditions 201512 PRR 1070 000010 Page 10 28. Termination or Expiration Procedure. termination or expiration: The following terms and conditions apply upon Contract a. The Contractor shall cease to perform any services required by this Contract as of the effective date of termination or expiration. b. If the Contract is terminated, the Contractor shall comply with all reasonable instructions contained in the termination notice, in order to facilitate an orderly transition of Client Service responsibilities. c. The Contractor shall immediately deliver to the DSHS contact named on page one of this Contract, or to his or her successor, all DSHS property in the Contractor’s possession. The Contractor grants DSHS the right to enter upon the Contractor’s premises for the sole purpose of recovering any DSHS property that the Contractor fails to return within ten (10) calendar days of the effective date of termination or expiration of this Contract. Upon failure to return DSHS property within ten (10) calendar days, the Contractor shall be charged with all reasonable costs of recovery, including transportation. d. DSHS shall be liable only for payment required under the terms of this Contract for service rendered up to the effective date of termination or expiration. e. Contractor shall be entitled to remove and retain all property owned by Contractor, including, but not limited, its policies, procedures, and training manuals. f. DSHS may withhold a sum from the final payment to the Contractor that DSHS determines is necessary to protect DSHS against loss or additional liability relating to Contractor’s default so long as notice of such default was provided to Contractor during the term of the Agreement in accordance with Section 27 herein so that Contractor was afforded the opportunity to cure such default (unless the default was a violation of law). g. The rights and remedies provided to DSHS in this Section are in addition to any other rights and remedies provided at law, in equity, and/or under this Contract. This shall include consequential and incidental damages if the termination was due to the default of Contractor. 29. Treatment of Client Property. Unless otherwise provided, the Contractor shall ensure that any adult client receiving services from the Contractor has unrestricted access to the client’s personal property, subject to the confiscation of contraband as defined by Program policy and further subject to any restrictions to other property that may be determined by Contractor to create a risk of harm or interfere with the services to be provided by Contractor. In making such determinations, Contractor shall be guided by the policies in place at the State Hospitals. The Contractor shall not interfere with any adult client’s ownership, possession, or use of the client’s property. The Contractor shall provide clients under age eighteen (18) with reasonable access to their personal property that is appropriate to the client’s age, development, and needs. Upon termination of services to a client, the Contractor shall immediately release to the client and/or the client’s guardian or custodian all of the client’s personal property. 30. Treatment of Property. All property purchased or furnished by DSHS for use by the Contractor during this Contract term shall remain with DSHS. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by DSHS under this Contract shall pass to and vest in DSHS. The Contractor shall protect, maintain, and insure all DSHS property in its possession against loss or damage and shall return DSHS property to DSHS upon Contract termination or expiration. Notwithstanding the foregoing, Contractor shall not be responsible for any loss or damage to DSHS property due to any act, omission, negligence, or willful misconduct of the DSHS or any of its General Terms and Conditions 201512 PRR 1070 000011 Page 11 employees, subcontractors, officers, agents, representatives or, unless the loss is due to negligence of Contractor in performing services, clients. 31. Taxes. a. Where required by statute or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for Contract performance. DSHS will pay sales or use taxes, if any, imposed on the services and materials acquired hereunder. Contractor must pay all other taxes including without limitation 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. DSHS, as an agency of Washington State government, is exempt from property tax. b. Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract in accordance with the requirements of Title 82 RCW and Title 458 WAC. Out-of-state Contractors must contact the Department of Revenue to determine whether they meet criteria to register and establish an account with the Department of Revenue. Refer to WAC 458-20-101 (Tax registration and tax reporting) and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state Contractors are not required to collect and remit sales tax, DSHS shall be responsible for paying use tax, if applicable, directly to the Department of Revenue. 32. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Contractor or Contractor’s staff shall be Contractor’s sole responsibility. General Terms and Conditions 201512 PRR 1070 000012 Page 12 SPECIAL TERMS AND CONDITIONS 1. Definitions Specific to Special Terms and Conditions Admissions Coordinator shall refer to an individual employed by either DSHS or Contractor whose responsibilities include the receipt of Referrals and the determination whether to extend an offer of admission to a Patient on behalf of DSHS or Contractor, respectively, based on the Referral Criteria. Alternate Competency Restoration Facility or Alternate CR Facility or Alternate Facility shall mean a DSHS-contracted or a DSHS-operated arrangement for the provision of Competency Restoration Services other than those Competency Restoration Services that are provided in one of the State Hospitals. Ancillary Support or DSHS Ancillary Support shall include all facilities, equipment, DSHS Staff, supplies and services that DSHS has elected to provide directly in order to support the provision of Services at Facility. Budget shall refer to the budget document that sets forth the rates and reimbursements Contractor shall be entitled to charge for Services, consistent with the total maximum amounts set forth in Section 12, subparagraph (a) of these Special Terms and Conditions. A copy of the Budget as of the effective date of this Contract is set forth as Exhibit C. Clinical Staff shall consist of all clinical and clinical support personnel employed by Contractor and assigned to Facility to provide CR Services including, but not limited to, personnel with titles such as physician, physician assistant, advanced practice nurse, psychiatric, psychological, appropriately licensed prescriber, therapist, recreation therapist, pharmacist, registered nurse, licensed practical nurse or any other category of staff agreed upon by the parties to provide or support the provision of Services. Contractor Personnel shall refer to individuals who are employed or directly contracted by Contractor and are assigned to provide Services under this Contract. Contractor CR Services or Services means the performance, by Contractor Personnel, of court-ordered competency restoration services. For purposes of this Contract, CR Services include the provision of the Clinical Staff necessary to deliver the services, including all functions necessary to secure, credential, provide clinical support to and supervise the Clinical Staff in performing CR Services. CR Contractor shall refer to Contractor and to any other contractor retained by DSHS to provide CR Services. CR Services shall refer to competency restoration services under chapter 10.77, Revised Code of Washington, regardless of whether they are provided by DSHS or Contractor. Critical Incident shall refer to a patient safety event that results in any of the following: death, permanent harm, severe temporary harm, suicide, abduction, elopement, rape, assault, invasive procedure on the wrong patient, unintended retention Special Terms and Conditions 201512 PRR 1070 000013 Page 1 of a foreign object in a patient after an invasive procedure, fire, flame or unanticipated smoke, heat or flashes occurring during an episode of patient care. Department of Social and Health Services or DSHS means the Department of Social and Human Services of the state of Washington. Detainees or Patients shall refer to persons who have been charged with a crime and are either in custody awaiting a trial on their charges or are receiving CR Services. DSHS CE Services means the performance by DSHS personnel of court-ordered evaluations to determine an individual’s competency to stand trial. DSHS CR Services means the performance by DSHS personnel of court-ordered competency restoration services. DSHS Facility Inventory shall refer to an itemization of the equipment, furnishings and supplies provided by DSHS for use by Contractor in conducting the Program. DSHS Forensic Evaluator means the DSHS personnel who perform DSHS CE Services. DSHS Referral Protocol means the DSHS-approved protocol for communicating Referrals and Referral Packets to the State Hospitals and to CR Contractors for admission consideration. DSHS Services means the performance by DSHS personnel of CE and CR Services. DSHS Staff refers to persons employed by DSHS who provide non-clinical services and who are assigned to Facility to provide Ancillary Support to the Contractor’s CR Program. DSHS Support shall refer to services provided by DSHS in connection with the operation of the Program at the Facility including, but not limited to, security, psychiatric security attendant, housekeeping, facility maintenance, laundry, food and services required for transporting patients to or from the State Hospitals or third party medical providers. Eastern State Hospital or ESH means an inpatient psychiatric hospital owned and operated by the State of Washington, DSHS, which is situated at 800 Maple Street, Medical Lake, WA, 99022. Facility means the Cascade Cottage Competency Services Unit on the campus of the former Maple Lane School, 20311 Old Highway 9SW, in Centralia, Washington, owned by the State of Washington and controlled by the Washington Department of Corrections (DOC), which Facility shall be utilized by Contractor for the provision of Services in accordance with DSHS arrangements with the DOC. Program shall refer to Contractor’s comprehensive program of clinical competency restoration services for pre-trial detainees within the Facility. Referral shall refer to the written document transmitted to Contractor which refers a particular patient to Contractor for consideration for admission. Referral Criteria shall mean the criteria developed by DSHS and applied by the parties in Special Terms and Conditions 201512 PRR 1070 000014 Page 2 determining the appropriate placement of a Patient with Contractor for CR Services. Referral Packet shall mean the court order and certain jail, law enforcement and medical documents that are transmitted to Contractor with the Referral. Referred Patient shall mean a Patient who is referred to Contractor for admission consideration. Rules shall refer to all applicable laws, rules, regulations, licensure and accreditation standards and court rulings. Sending Jail shall mean the County correctional facility that houses a Detainee at the time of a Referral. Staffing Plan means a document that identifies the numbers and qualifications of Contractor Personnel who shall be assigned to perform Services, and the planned coverage to be provided by such Contractor Personnel. State Hospitals means ESH and WSH. Western State Hospital or WSH means an inpatient psychiatric hospital owned and operated by the State of Washington, DSHS, which is situated at 9601 Steilacoom Blvd. SW, Lakewood, WA 98498. Yakima Competency Restoration Program or Yakima Program shall refer to a competency restoration program for Patients contracted by DSHS and operated in Yakima, WA. 2. Overview and Purpose DSHS is responsible for the provision of certain forensic mental health services within the State of Washington pursuant to chapter 10.77, Revised Code of Washington. These services include DSHS CE Services as well as DSHS CR Services. DSHS CE Services are provided in one of the State Hospitals or at a jail or satellite location. DSHS CR Services are currently provided in the State Hospitals, which serve both forensic and non-forensic patients. On April 2, 2015, the United States District Court for the Western District of Washington issued a decision and permanent injunction in the case of Trueblood, et al., vs. Washington State Department of Social and Health Services, et al, C14-1178 MJP (the “Trueblood Decision”), ordering that DSHS provide CE Services and CR services within seven (7) days of a court order requiring that they be provided. In order to meet this time frame, DSHS is engaged in a significant expansion of DSHS Services, including expansion of DSHS CR Services at the State Hospitals. DSHS will further augment its DSHS CR Services with the services described in this Contract and may also utilize other contracts for this purpose. 3. Contractor’s Service Objectives Contractor shall provide Special Terms and Conditions professional, clinical, 201512 PRR 1070 000015 managerial, administrative and Page 3 consultative services required to deliver a Program of Contractor CR Services for pretrial Detainees within the Facility. Only those defined portions of the Facility which are identified as appropriate by DSHS, which are included in the license and certification of the competency restoration residential facility and which are not being used by individuals not admitted to the Program shall be used for CR Services. Contractor shall provide Services on a twenty-four hour, seven day per week basis, in accordance with appropriate standards of quality care, applicable Rules and accreditation standards. Contractor shall designate a Program Director and additional manager roles as appropriate to assure seamless supervised delivery of Services. Contractor’s clinicians shall provide clinical leadership and direction for all patient care staff, including DSHS Personnel assigned to work within the Facility. Admissions Coordinators employed by Contractor, other contractors and the State Hospitals shall each receive Referrals consisting of court orders determining that a Detainee is incompetent to stand trial and ordering the provision of CR Services, and a Referral Packet. All Referrals shall be acted upon by the applicable Admissions Coordinator in accordance with the Referral Criteria. DSHS may elect to receive all Referrals in the first instance, or may identify another process, but in any event shall direct the manner in which Referrals shall be routed based upon its DSHS Referral Protocol. To the maximum extent possible, Contractor’s Services shall be integrated and consistent with DSHS CR Services. Contractor shall cooperate fully with the provision of services in an efficient multi-Facility model that includes Facility, ESH, WSH and the Yakima Competency Restoration Program. Contractor’s Services shall conform to all applicable Rules. Contractor shall provide high quality, cost-effective, data-driven, culturally competent and evidence-based Services incorporating the “Breaking Barriers” model utilized at WSH and trauma-informed care principles. Contractor shall endeavor to foster a therapeutic, non-correctional environment and approach to Services. Contractor’s Services will assist DSHS to significantly expand capacity and improve quality and efficiency in the provision of CR Services for Detainees within the State of Washington. 4. Operations a. General. Contractor shall provide quality Services through the operation of an innovative, cost effective Program in designated areas within the Facility approved by DSHS. Contractor shall be responsible for the twenty-four (24) hour/seven (7) day per week/365 day per year operation of the Program at the Facility. The types, frequency and intensity of Services to be provided shall be determined on the basis of individual Patient needs. Contractor’s Services shall include Clinical Staff as well as management and administrative personnel required to carry out the Program. Contractor’s minimum commitments for Contractor Personnel and its additional functional and resource commitments shall be set forth on Exhibit C, Financial, Functional and Resource Commitments. Contractor’s Services shall meet or exceed the requirements set forth in Section 8, Program Services. DSHS shall arrange for the use by Contractor of the Facility and its fixtures, Special Terms and Conditions 201512 PRR 1070 000016 Page 4 equipment and furnishings, at DSHS cost. DSHS shall also provide DSHS Support for the Program. DSHS shall also assign certain DSHS Personnel to support the provision of Services at the Facility. A list of DSHS functional and resource commitments is set forth on Exhibit C. The parties may agree in writing to amend Exhibit C in the event that appropriate support of the Program requires fewer or more resources and, in such event, may adjust compensation accordingly. Contractor shall utilize Program methodologies and protocols that are described in the Program Manual that shall be approved by DSHS as set forth on the Implementation Plan. Contractor shall be responsible for the supervision and quality of Services provided as part of the Program. However, DSHS shall provide training and clinical consultation in order to promote consistency with DSHS programs. b. Certification and Licensure. Contractor shall secure, maintain and possess any and all licenses, permits and certificates required by law to provide its professional services within the State of Washington as well as those required to operate the Program in the Facility throughout the term of this Contract. This shall include an RTF license and DSHS Certification to provide Competency Evaluation and Restoration Treatment Services. c. Referral of Patients. DSHS shall establish Referral Criteria for determining which Patients shall be referred for admission to the Program and a Referral Protocol to be used by Contractor and DSHS in acting upon Referrals. DSHS will consult Contractor before finalizing or making changes to its Referral Criteria and Referral Protocol. The parties recognize that Referred Patients must be appropriate for CR Services within the Program and that this will be reflected in the Referral Criteria, which shall, at a minimum, exclude those individuals who have medically complex needs or developmental or intellectual disabilities requiring a level of care that cannot reasonably be met at the Facility. DSHS shall, as part of its CE Services, make a preliminary recommendation to the court, based upon established criteria, to identify Patients who shall be recommended for admission to either the Program or the State Hospitals, or who should be admitted to the State Hospitals. DSHS may also recommend Patients for admission to other Alternate Competency Restoration Facilities in accordance with referral criteria that apply to the Alternate Facility. Once the court has ordered the Patient to receive Services, a Referral shall be transmitted by DSHS to Contractor, to the Alternate Facility, or to the State Hospitals. The Referral shall include a Referral Packet for each Patient being referred to Contractor for Services (“Referred Patients”). The DSHS Referral and Referral Packet may be transmitted to Contractor electronically. Upon receipt of a Referral, Contractor’s Admissions Coordinator shall review the court order and Referral Packet and shall notify DSHS of its offer of admission or rejection of the Referral. Immediately upon issuance of an offer of admission, Contractor shall make arrangements with the Sending Jail for transport of the Referred Patient to the Facility in accordance with procedures acceptable to DSHS. Contractor shall also notify DSHS regarding all Referrals it accepts or rejects, together with the reasons for rejections. Contractor shall not reject a Referral unless Special Terms and Conditions 201512 PRR 1070 000017 Page 5 it lacks bed capacity or has provided a good faith explanation of its reasoning why the Referral does not meet Referral Criteria. As soon as possible but in any event within twenty-four hours of rejecting a Referral, Contractor shall forward the Referral and the Referral Packet to the applicable State Hospital in accordance with the DSHS Referral Protocol. After the parties acquire experience in coordinating Referrals among themselves, DSHS may modify the DSHS Referral Protocol to improve efficiency in acting upon Referrals. d. Coordination with State Hospitals; Transfer of Referred Patients. The parties shall effectuate transfers between the Program and the State Hospitals in accordance with a mutually agreed upon protocol which shall identify the reasons a transfer is appropriate (for example, when a Patient has a medical problem that can be treated in the State Hospital setting) and the time frames within which a transfer shall occur, which may vary depending upon the urgency of the reason for transfer. DSHS shall use its best efforts to effectuate a transfer as soon as possible when the need is defined by Contractor as urgent. This protocol shall be agreed upon by the parties prior to the date the Program begins accepting Patients. Contractor shall provide Services to the Referred Patient until such time as DSHS can effectuate the transfer. Contractor shall cooperate fully with the State Hospital to address issues related to admissions to the Program and to transfers between the Program and the State Hospitals. The parties shall cooperate to request an amended court order if required, or to notify the court as soon as possible, in accordance with agreed transfer protocols. DSHS shall be responsible for transportation costs and for any security required for a transfer from Facility to the State Hospitals. e. Contractor Interaction with DSHS Personnel. Contractor Personnel and DSHS Personnel shall interact in a manner that promotes a cooperative team approach to the delivery of Services, consistent with quality patient care. In addition to training and supervision provided by DSHS, Contractor shall provide clinical direction and training to DSHS Personnel with respect to their interaction with Patients, and DSHS shall require that such DSHS Personnel follow such clinical direction and training and cooperate with the same. DSHS supervisors shall be responsible for the scheduling and general supervision of DSHS Personnel including evaluation and corrective actions, consistent with DSHS Human Resources policies and collective bargaining agreements. Contractor shall not engage in any disciplinary action with respect to DSHS Personnel, who shall be governed by DSHS human resources policies and collective bargaining agreements with respect to their work at the Facility. Contractor shall report any issues involving DSHS Personnel that may require intervention within one (1) day of occurrence, or sooner if the magnitude of the issue requires immediate intervention, to the DSHS supervisor and the DSHS Contract Manager. f. Communications. As required by DSHS and except as prohibited by applicable Rules, Contractor shall ensure that DSHS is included in communications between Contractor personnel and third party stakeholders regarding the Program. For purposes of this paragraph, “third party stakeholders” is not intended to include interactions required to carry out Services or interactions between Contractor and any other contractors who may have a role in the delivery of Services. Contractor shall adhere to DSHS guidance and directions regarding such communications. g. Participation in Meetings Requested by DSHS. Contractor shall cause its clinical leadership and contract executive to participate in periodic meetings as reasonably Special Terms and Conditions 201512 PRR 1070 000018 Page 6 requested by DSHS for the purpose of reviewing contract performance and goals, and to facilitate coordination, consistency and improvement of services across the sites arranged by DSHS for the delivery of competency restoration services. 5. Implementation Plan. Within seven (7) days following Contract execution, Contractor shall submit to DSHS an Implementation Plan setting forth the agreed detailed schedule for readying the Facility and Contractor Personnel for commencement of operations, including staff recruitment and training, completion of a policy and procedure manual (“Program Manual” or “Manual”) as described in Section 6, below, completion of tasks required to secure certification of the Program by DSHS, as required, and licensure of the Facility by the Washington Department of Health, as required. The Implementation Plan shall be consistent with Section 18, Implementation Timelines and Contingencies and shall be subject to DSHS approval. 6. Program Manual. In accordance with the timelines set forth on the Implementation Plan, Contractor shall provide the DSHS Office of Forensic Mental Health with a draft Program Manual. The Manual shall be consistent with and consistently updated to conform to all applicable Rules and shall be subject to DSHS approval. The draft Manual shall be finalized before Contractor begins operations and, except as otherwise agreed, shall include, but need not be limited to, the following components: a. Referral and Admission Process. Contractor shall describe the anticipated process for receiving, prioritizing and responding to Referrals. This description shall include the process and timelines for reviewing Referral Packets, responding to Referrals, and admitting Referred Patients into the Program. Contractor must have the ability to accept Referral Packets in electronic format. b. Transfer Process. Contractor shall describe the process for determining that a Referred Patient who has been admitted to the Program should be transferred to one of the State Hospitals and for requesting and effectuating such transfers, consistent with the DSHS Referral Criteria and Referral Protocol. c. Reevaluation and Discharge Process. Contractor shall describe the process and timelines for determining when a CE reevaluation should occur and for alerting DSHS to this need so that CE Services can be scheduled for Referred Patients. This process shall be consistent with the guidelines set forth in the DSHS Breaking Barriers Manual. Contractor shall include a description of its process and timelines for observing the Patient prior to CE reevaluation. Contractor shall describe its process for discharging the Patient back to the Sending Jail upon receipt of an opinion from a DSHS Forensic Evaluator that the Patient is competent to proceed to trial, is not restorable, or any other finding that would warrant transfer back to the Sending Jail. d. Clinical Service Plan. Contractor’s Manual shall detail Contractor’s plan for delivering clinical services (the “Clinical Service Plan”) which shall include, but not be limited to, all of the elements set forth in Section 8, Program Services. Contractor’s Services shall be timely, relevant and consistent with evidence-based practices. e. Support Services Plan. Contractor’s Manual shall detail Contractor’s plan for providing those services, such as recreational programming, that are not directly clinical but are part of its Services model. In this regard, Contractor shall describe the Special Terms and Conditions 201512 PRR 1070 000019 Page 7 resources, services and functions that will be part of the day-to-day functioning of the Program. f. Management Plan. Contractor’s Manual shall detail how Contractor shall assure that it provides timely and effective leadership, direction, quality control and assurance, training for Contractor and DSHS Staff, crisis intervention and resources required for successful Program implementation. g. Compliance Plans. Contractor’s Manual shall describe how it shall assure that the Program is operated in compliance with all applicable Rules. In the event of a change to a Rule, Contractor shall promptly modify these compliance provisions and shall notify DSHS of the specific change necessitating the modification. h. Other Required Contents. Contractor’s Manual shall include all elements required to secure certification or licensure, as required, or as otherwise required to provide a high quality Program in compliance with this Contract. Contractor’s Manual shall be consistent with programmatic content guidance provided by DSHS. Contractor shall modify, supplement or revise its Program content as reasonably requested by DSHS. Manual documents shall not be deemed proprietary and shall be considered a public record within the meaning of the Washington Public Records Act, RCW 42.56. Contractor shall not incorporate any of its proprietary materials into the Manual. Materials that consist of clinical or programmatic elements derived from DSHS materials or developed in collaboration with DSHS shall not be considered proprietary. 7. Contractor Personnel. Contractor Personnel shall possess education, training, experience, skills, licenses and certifications appropriate to the provision of high quality Services. Prior to commencement of Services, Contractor shall provide DSHS, for its approval, a Staffing Plan. Contractor shall maintain the commitments on its Staffing Plan during the term of this Contract. This will include immediately opening recruitment for any position that becomes vacant due to turnover. Other than short-term changes to staffing schedules, such as to accommodate clinical needs such as unit acuity or other temporary matters, permanent changes in the staffing composition or permanent staff schedule changes will be approved in advance and in writing by DSHS. DSHS recognizes that Contractor may need to utilize temporary or part-time staff while recruiting regular staff for the Program. Subject to the necessary transition associated with staff recruitment and turnover, Contractor agrees to use its best efforts to maintain a stable and substantially consistent complement of staff for the Program. Before Patients are accepted into the Facility, Contractor will: hire appropriate Contractor Personnel to ensure adequate Facility staffing; provide appropriate and adequate training to Contractor Personnel and, as agreed, to DSHS Personnel, and add additional staff in accordance to the agreed upon staffing matrix at the Facility as needed as new Patients are admitted. Contractor shall refrain from hiring away current employees of DSHS to staff the Facility. Contractor shall not preclude its Contractor Personnel from seeking employment with DSHS at the conclusion of the Contract. Contractor’s Program Manager and the DSHS Contract Manager shall serve as the liaisons between the Contractor and DSHS with respect to Program operational matters. DSHS shall have a right of approval with respect to the individual designated to serve as Contractor’s Program Manager, which approval shall not be unreasonably withheld. Special Terms and Conditions 201512 PRR 1070 000020 Page 8 Except as otherwise agreed in writing, Contractor’s Program Manager shall be assigned to the Contract throughout its term and shall devote his or her full time to Program Manager duties as set forth in the approved Staffing Plan. Contractor shall not reassign or replace its Program Manager without first securing the written agreement of DSHS. The Contractor agrees that any replacement Program Manager will be placed only with the written approval of DSHS, which approval shall not be unreasonably withheld. Contractor shall be responsible for supervision of Contractor Personnel and for oversight of the Program. Contractor Personnel shall not be considered for any reason to be employees of DSHS. Contractor shall be responsible for payment of wages, taxes and benefits to or on behalf of Contractor Personnel and shall indemnify and hold harmless DSHS and the State of Washington against any and all claims for payment of compensation or benefits (including workers’ compensation) with respect to Contractor Personnel. DSHS shall have the right to cause the termination of access of any Contractor Personnel to the Facility, for reasonable cause, subject to applicable Rules. Except in the case of gross negligence or significant or willful misconduct, prior to exercising this right DSHS shall notify the Contractor of concerns to allow an appropriate period of time for curing the concern presented by such Contractor Personnel. Should that effort be unsuccessful, the Contractor shall promptly assign a qualified and satisfactory replacement. 8. Program Services. Contractor’s Services shall be set forth in a Clinical Service Plan which shall be a part of the Program Manual. Services shall be provided on the basis of individualized treatment planning and shall include timely relevant psychological assessments, medication management services, medications, co-occurring substance use disorder recommendations and psychoeducation, mental health treatment services, recreational and leisure programming services, education and training to restore competency and follow-up services. Contractor’s Services shall meet or exceed the service required to provide quality Competency Restoration Services for Detainees in accordance with recognized professional standards. In the event DSHS disapproves of any aspect of the Clinical Service Plan, or believes that additional or different Program services would be consistent with practices adopted within the State Hospitals, then Contractor shall modify the Plan accordingly, The Clinical Service Plan shall include, but not be limited to, provisions addressing the following: a. Initial Assessment. New Patients must be assessed within 24 hours of admission for appropriateness for the Program; current mental status; suicidal ideation; possibility of violent behavior, and co-occurring substance use disorder psychoeducation and treatment needs. The Clinical Service Plan shall describe the intake evaluation period, including length, assessment processes and tools to be used in the admission assessment and treatment plan process. Contractor shall immediately contact DSHS if it determines that a Patient is not appropriate for the Program. b. Program Orientation. Contractor shall conduct an orientation process to assist Referred Patients who are admitted into the Program. The Clinical Service Plan shall include a complete explanation of the orientation process that includes Program content, materials used, length of process, goals, expectations for Referred Patients and an explanation of Patient rights. Special Terms and Conditions 201512 PRR 1070 000021 Page 9 c. Comprehensive Assessments. The Clinical Service Plan shall describe Contractor’s process for comprehensive assessment of each Referred Patient who is admitted to the Program, including specific tests and tools to be used, as applicable. Assessments should include participation of each discipline, including; mental health prescriber (psychiatrist or psychiatric advanced nurse practitioner), psychology, therapy, and nursing. The psychological assessment must be completed by a psychologist with forensic experience. The assessment must include a thorough clinical interview, mental status exam and testing. The assessment must also include a review of the CE evaluation that resulted in Referral of the Patient, including specific reference to barriers to competency that were identified in the CE evaluation. The assessment must also include a thorough clinical interview, mental status exam and, if needed, formal psychometric testing that would assist with clarifying barriers to competency. d. Individualized Treatment Plans. The Clinical Service Plan shall describe Contractor’s process for developing an Individualized Treatment Plan (ITP) for each Referred Patient. The ITP shall include the estimated timelines for each step and shall list and target any barriers to competency that have been identified through the assessment process and shall identify the specific treatment interventions to be used to address them. The ITP shall be developed by an interdisciplinary team and shall be based on the mental health, medical, social behavior and developmental aspects of the individual as identified through assessments. It shall include short and longterm goals with measurable outcomes, active treatment modalities to be used, and the responsibility of each member of the treatment team and shall reflect individual and family participation to the extent possible. e. Case Conferences. The Clinical Service Plan shall describe Contractor’s plan for conducting case conferences to re-assess the patient’s progress toward restoration of competence at least weekly or more frequently as needed to allow the treatment teams to measure whether their treatment interventions are working, and whether additional or different treatment elements need to be incorporated into the Referred Patient’s ITP. f. Psychological Assessment Protocols. The Clinical Service Plan shall describe Contractor’s standardized psychological assessment protocol which describe the process of conducting a preliminary assessment of the individual’s current functioning and likelihood of malingering. The protocol shall describe the cognitive tests that may be administered if preliminary findings suggest the presence of deficits in cognitive functioning, the additional instruments assessing personality and neuropsychiatric symptoms that will be administered to assess psychological functioning, and the time frames for psychological assessments and the individualized psychological assessment and testing that may be utilized. g. Daily Restoration and Other Treatment Services. The Clinical Service Plan shall describe the daily restoration and other treatment services provided as part of the Program, the number of staff providing the service, and daily and weekly hours of service involved in the daily treatment program, including a summary of the evidence-based principles and theory of the treatment program, based upon the 2011 revised edition of Florida Competency Kit adapted to Washington State law and incorporating the “Breaking Barriers” methodology and trauma informed care practices. Contractor shall provide a robust restoration to competency program that Special Terms and Conditions 201512 PRR 1070 000022 Page 10 meets individual needs as identified in the Referred Patient’s ITP. Treatment services must include individual contacts and group sessions. Each individual shall be educated by being provided materials presented in multiple learning formats by multiple staff, e.g., a simple lecture format may be replaced with learning experiences involving discussion, reading, video, and experiential methods of instruction, such as role-playing or mock trial. Except as may be dictated by clinical or behavioral considerations, all Patients shall be provided with an active program that engages them fully during daytime hours, minimizing the amount of time spent in sleeping quarters. h. Educational Program Elements. The Clinical Service Plan shall describe an education program that includes the following elements: (1) Strong emphasis on rational decision making skills, particularly in the context of legal proceedings (2) Criminal charges (3) Severity of charges, namely felony vs. misdemeanor (4) Sentencing (5) Pleas including, Guilty, not Guilty, Alford Plea and NGRI (6) Plea bargaining (7) Roles of the courtroom personnel (8) Adversarial nature of trial process (9) Evaluating evidence (10) Court Room Behavior (11) Probation and Parole i. Supplemental and Individual Instruction. The Clinical Service Plan shall address individual needs for additional learning experiences through increased lecture time, as well as individual instruction for Referred Patients who have cognitive processing deficits but who may be restored to competence with additional exposure to the educational material. j. Mental Health Services. The Clinical Service Plan shall describe how Contractor shall provide mental health services for each Referred Patient, to include assessment and treatment with psychotropic medications and prompt response to mental health emergencies at all times. These services must be provided by appropriately qualified and credentialed mental health professionals. Psychiatric Services shall be available on a twenty-four hour, seven day per week basis, as required by Patients. k. Medications. Pharmaceutical Care. The Clinical Service Plan shall describe how Special Terms and Conditions 201512 PRR 1070 000023 Page 11 Contractor shall ensure individuals are provided with psychotropic and other medications as needed. Contractor shall assess Referred Patients upon admission for current medication regimen, including interviewing the Referred Patient and contacting the Referred Patient’s last residential facility or the Sending Jail. Contractor shall use this information and maintain current medication regimens as clinically appropriate. Contractor shall utilize a formulary that is equivalent to the formulary available to Patients receiving CR Services at the State Hospitals. Medications not on the current “Preferred Medication List,” but that may be beneficial to the individual and the individual’s restoration to competency may be prescribed as clinically appropriate as determined by Contractor’s professional staff. Contractor shall utilize best practices to encourage medication compliance and adherence consistent with applicable legal requirements. l. Co-Occurring Substance Use Disorders. The Clinical Service Plan shall describe how Contractor shall provide prompt and clinically appropriate substance use disorder recommendations and psychoeducation for Referred Patients, as appropriate. Contractor shall assess all Referred Patients for Co-Occurring Substance Use Disorder and shall provide treatment recommendations and patient information in its Program. m. Milieu and Behavior Management. The Clinical Service Plan shall describe how Contractor shall use proven, trauma-informed care practices to maintain an integrated and responsive system for managing the behaviors and the daily treatment milieu so that the Program and living environment is safe, organized, supportive and conducive to treatment across all functional areas and Services. The Plan shall identify how issues related to escapist behaviors, mental health needs, relational needs and aggressive behaviors will be addressed within the milieu and behavior management system. The Plan shall also address Contractor’s plan for proactively minimizing seclusion and restraint incidents and medication refusals and for dealing with behavioral and medical emergencies. n. Capacity Assessments / Involuntary Treatment. Contractor’s Clinical Service Plan shall describe how Contractor shall secure authorization/informed consent for treatment and medication administration as soon as possible after admission to the Program, including situations in which the Referred Patient lacks capacity to give informed consent with regard to treatment and medications and including situations in which involuntary treatment must be administered in accordance with applicable legal requirements. o. Adjunct Services. The Clinical Service Plan shall describe how Contractor shall provide solutions to language barriers and disabilities, which may include instances where English is a second language or a Referred Patient is hearing impaired. p. Medical Services. The Clinical Service Plan shall address the Contractor’s plan for providing any required medical service needs that may arise while a Patient is admitted to the Program. This shall include routine medical service needs that may be treated within the Facility as well as emergencies and situations in which a patient requires care only available outside the Facility. Routine medical services shall be available on a twenty-four hour, seven day per week basis, as required by Patients. q. Recreation and Social Activity. The Clinical Service Plan shall include a Special Terms and Conditions 201512 PRR 1070 000024 Page 12 description of recreational and leisure programming that provides the opportunity for individual and group recreation and leisure activities to assist Referred Patients in learning how to use leisure time in a pro-social manner. These include physical activities and other programs that promote relaxation, relieve stress, and promote a healthy lifestyle. Services will provide education regarding the connection of nutrition, food, exercise, self-image, and positive relationships. r. Continuity of Care after Restoration. Contractor shall work in cooperation with the Regional Support Networks or successor Behavioral Health Organizations to place Patients from this Program into follow up care following their release from custody. Contractor shall communicate information regarding a Patient’s ongoing needs with the clinical staff at the Sending Jail when a patient is discharged from the Program back to the Sending Jail. s. Other Important Components. The Clinical Service Plan shall describe any other significant components of the Competency Restoration Program to be provided by Contractor, including responses to medical and other emergencies and the provision of adequate supervision of and interaction with Patients in any area of the Facility where they may be physically present. t. Transportation. The Clinical Service Plan shall include provisions relating the Transportation of Patients consistent with this paragraph. Transportation to and from the Facility upon admission and discharge shall be the responsibility of the Sending Jail housing the Patient at the time the court orders competency restoration services. Transportation to and from the Facility to the State Hospitals or to third party medical providers shall be the responsibility of DSHS. Unless other arrangements are approved by DSHS, transportation to and from the Facility to third party medical providers shall be arranged by Contractor and billed to DSHS at actual cost Contractor shall be responsible for making appropriate notifications and arrangements with the responsible party for transportation of Patients. DSHS shall provide and pay for security during transports. A DSHS security officer and a psychiatric security attendant (as further described in Section 11c herein) shall accompany the Patient during transport and remain with patients when they receive care from third party medical providers. A DSHS security officer, but not the psychiatric security attendant, shall also remain with the Patient if the Patient is admitted to the hospital and comes under the care of third party providers. u. Discharge for Return to Jail. Contractor shall incorporate the maximum commitment period set forth in the court order into each Patient’s care plan and shall ensure that arrangements are made with the Sending Jail for each Patient to be transported back to the Sending Jail by the date prescribed in applicable court orders. 9. Data Collection and Reporting. In providing Services, Contractor shall perform robust data collection that permits the examination and continuous improvement of the Program and shall report this data to DSHS as required and in an agreed upon electronic format. In addition, Contractor shall provide a monthly written report to DSHS summarizing Program activity and outcomes during the preceding month. Contractor’s data collection shall include the following data: a. Time interval from receipt of Referral to issuance of Offer of Admission or Rejection Special Terms and Conditions 201512 PRR 1070 000025 Page 13 of Referral b. Numbers and Reasons for Rejections of Referral c. Time interval from Offer of Admission to Admission d. Time interval from Court Order to Admission e. Time interval from Admission to completion of initial assessment f. Time interval from Admission to commencement of reassessment observation period g. Time interval from reassessment observation period to discharge from Program h. Time interval from Admission to discharge from the Program i. Individuals referred for Admission by name, referral date and Sending Jail j. Individuals rejected for Admission by name, referral date and Sending Jail k. Individuals admitted to the Program by name, admission date and Sending Jail facility l. Primary diagnosis of each Referred Patient who is granted Admission m. Average Daily Census (during reporting period and cumulatively) n. Lowest Single Day Census (during reporting period and cumulatively) o. Highest Single Day Census (during reporting period and cumulatively) p. Each individual Patient’s length of stay (LOS) and, for the set of Referred Patients who are restored to competency, and separately for the set of Referred Patients who are not restored to competency, average LOS within the Program, shortest LOS within the Program, longest LOS within the Program q. For transfers to the State Hospitals, time period between Admission and Transfer r. For transfers to the State Hospitals, average LOS prior to transfer, shortest LOS prior to transfer, longest LOS prior to transfer s. Of those Referred Patients who are discharged, percentage of patients restored in less than 90 days and less than 60 days t. Primary diagnosis at time of discharge and frequency of each diagnosis u. Frequency of Use of interpretive services, by type v. Critical Incidents w. Number of discharges (during reporting period) Special Terms and Conditions 201512 PRR 1070 000026 Page 14 x. Number of Referred Patients who are transferred to each State Hospital y. Number of Referred Patients who are diagnosed as malingering z. Number and percentage of Referred Patients prescribed medications and, with respect to these Patients, the percentage and number who are fully medication compliant, intermittently or partially medication compliant and who have refused all medication aa. Number of and hours of group and individual therapy sessions, by type, held daily and total sessions and hours in the monthly reporting period bb. Hours of assessment time per Referred Patient and average number of hours of assessment time for new Admissions cc. Number and percent of Referred Patients who refuse to participate in treatment dd. Reports on Key Performance Metrics identified in this Contract. ee. Reports on Numbers, Types and Service Hours of Contractor Personnel ff. Reports on Quality Assurance Activities and Issues 10. Electronic Records and Systems. Contractor shall provide and utilize electronic data and medical records systems for the delivery of Services and for receiving, preparing and transmitting data, reports and records. These systems shall include, but not be limited to, systems required to receive Referrals and Referral Packets and to communicate determinations that a patient (a) has been successfully treated and requires a CE Re-evaluation; (b) cannot be restored to competency within the time frame set forth in the court order, together with an estimate of the additional time that may be required to restore competency; or (c) cannot be restored to competency within one year and requires an alternative long term treatment plan. If and when access to the DSHS electronic medical records system becomes available, Contractor shall execute any necessary confidentiality and data sharing agreements and shall participate in training to permit Contractor to utilize this system for receipt and transmission of medical records of Patients. 11. Facility and External Medical Care Arrangements a. Use of Facility. DSHS shall provide the Facility for use by Contractor in the provision of Services for a bed capacity, once Services commence, of up to thirty (30) Patients, plus two dedicated seclusion rooms. The Facility shall include space, utilities, internet connectivity sufficient to support an electronic data and medical records system, furnishings, certain equipment and supplies, and linens. Contractor shall use space designated for different therapeutic modalities for the provision of Services and, subject to clinical restraint and safety procedures, shall provide Referred Patients with the ability to enter and exit their living quarters into shared common spaces freely to the maximum extent practicable. b. DSHS Facility Support. DSHS shall provide Facility Support relative to the operation of the Facility. Facility Support shall include, but not be limited to: Facility Special Terms and Conditions 201512 PRR 1070 000027 Page 15 security guard services, janitorial services, Facility maintenance services, laundry services, and food services. DSHS shall provide certain equipment, furnishings and supplies as set forth on Exhibit C, Financial, Functional and Resource Commitments. c. DSHS Personnel. DSHS Personnel consisting of Security Guards and Psychiatric Security Attendants (“PSAs”) shall provide security and floor staff services at the Facility. In addition to training and direction provided by DSHS, Contractor shall provide clinical direction to PSAs and shall provide training to both PSAs and Security Guards with respect to their clinical responsibilities in interacting with Patients, and DSHS shall require that such PSAs and Security Guards abide by and cooperate with such clinical direction and training by Contractor. d. Contractor-Owned and Contractor-Provided Items. Contractor shall secure advance DSHS approval of, and shall be responsible for, any Contractor-owned furnishings, equipment or supplies Contractor chooses to bring to the Facility for use in providing Services. Upon termination of this Contract, Contractor may remove Contractor-owned property (including its policies, procedures, and manuals), furnishing, equipment, supplies from the Facility. DSHS shall not be responsible for reimbursing Contractor for the cost of Contractor-Owned Items brought to the Facility, unless DSHS specifically requests that Contractor provide a particular item. In this regard, Contractor shall provide and DSHS shall reimburse Contractor for art work or comfort items for the Program, subject to advance written approval by DSHS, in order to provide a therapeutic milieu. Art work may consist of physical art or may consist of painting upon surfaces, as approved in advance by DSHS. e. Contractor Provision of Routine Health Services, Clinical Equipment and Support. Routine health care, including clinical equipment, supplies and support such as laboratory and pharmacy services for Patients shall be provided by Contractor as part of its Services and shall be provided on site at the Facility. Routine health services shall include care that can be provided by a qualified physician specializing in internal or family medicine or a qualified dentist. f. Pharmacy Services. Contractor shall arrange for pharmacy services from a third party provider utilizing a formulary that is consistent with what is available for competency restoration patients at the State Hospitals. g. External Medical Care Arrangements. Contractor shall arrange for third party health care services required by Detainees admitted to the Program, to the extent that such services are medically necessary and are not part of routine health services that are to be made available within the Facility. Routine health services shall include health services such as blood tests and laboratory work that are frequently required by patients on antipsychotic and neuroleptic medications as well as care for common health conditions that is routinely provided in the office of a physician specializing in internal or family medicine. DSHS shall make direct payment to third party providers of reasonable charges incurred for medically necessary third party health services, to the extent the charges are not included in routine health services and are not reimbursable by a third party payment source. For purposes of this paragraph, “third party payment source” shall include Medicaid, administered by the Washington Health Care Authority, and private insurance plans. Contractor shall be responsible for arranging transportation services for such Detainees while they are away from the Facility and shall coordinate with DSHS Special Terms and Conditions 201512 PRR 1070 000028 Page 16 Personnel who will be assigned to accompany the Patient during transportation to and provision of third party health services. In some instances, it will be clinically appropriate and cost effective to arrange for outpatient specialty care to be provided on site within the Facility. Contractor and DSHS shall cooperate with respect to arrangements in these instances. h. Use of State Hospital Services. The parties shall utilize the protocol set forth in Section 3(d) herein for transferring Patients to or from the State Hospitals. DSHS shall be responsible for transportation of Patients from the Facility to the State Hospitals. 12. Consideration; Performance Metrics a. Budget Summary. Payments under this Contract shall be made in accordance with the rates and reimbursements described in the Budget set forth on Exhibit C, Financial, Functional and Resource Commitments, Section 1, Correct Care Compensation For Start Up Costs and Section 2, Correct Care Compensation and Reimbursement During Patient Service Periods, which shall be consistent with the following total maximum amounts payable during the following prescribed intervals: BUDGET SUMMARY TABLE Maximum Amount Payable 12/1/15 – 6/30/16 (start-up plus 3 months of active services) Maximum Amount Payable 7/1/16 – 12/31/16 Maximum Amount Payable 1/1/17 – 6/30/17 Total Maximum Amount Payable During Initial Term $1,072,645 $1,611,440 $1,586,960 $4,271,045 b. The parties may agree in writing to amend Exhibit C, Financial, Functional and Resource Commitments, from time to time to reallocate or revise funding under this Contract. c. Payment for Program Services. Commencing upon the date Contractor’s Program is accepting Patients, DSHS shall make payment to Contractor as set forth on Exhibit C, Financial, Functional and Resource Commitments, up to the maximum amounts set forth in the table set forth in subparagraph a. of this Section 12. d. Payment of Start-Up Costs. Start-Up Costs shall consist of agreed charges associated with preparations to begin delivering Services as set forth on Exhibit C, Financial, Functional and Resource Commitments. Commencing upon the effective date of this Contract, Contractor may invoice and DSHS shall make payment to Contractor for the Start-Up Costs incurred by Contractor up to the amount set forth in the table set forth in subparagraph a. of this Section 12, provided that Contractor’s costs are consistent with Exhibit C, Financial, Functional and Resource Commitments. e. Payment of Pharmacy Costs. DSHS shall reimburse Contractor for its actual pharmacy costs, utilizing the pharmacy budget set forth on Exhibit C, Financial, Functional and Resource Commitments. In the event pharmacy costs for Patients exceed this budgeted amount, the parties shall examine utilization practices and Special Terms and Conditions 201512 PRR 1070 000029 Page 17 endeavor to control pharmacy costs, as clinically appropriate, but shall amend this Contract to increase the pharmacy budget to cover the actual pharmacy costs that exceed the original budgeted amount so that Contractor is reimbursed for such amount that exceeds the budget. f. Payment of Transportation Costs. DSHS shall reimburse Contractor for its actual costs in arranging transportation of Patients to third party medical providers for necessary medical care that cannot be provided on site at Facility, utilizing the transportation budget set forth on Exhibit C, Financial, Functional and Resource Commitments. In the event transportation costs exceed this budgeted amount, the parties shall review utilization to determine if costs can be better controlled and shall amend this Contract to increase the transportation budget to cover the actual transportation costs that exceed the original budgeted amount so that Contractor is reimbursed for these costs. g. Additional Funding. It is anticipated that DSHS and Contractor may mutually agree in writing to additional requirements during the Initial Term of the Contract. As a result, funding of up to $150,000 is allocated for this purpose and designated on Exhibit C, Financial, Functional and Resource Commitments. Contractor shall not utilize this funding in carrying out the Program except as approved in writing by DSHS for Services or items not already included in Exhibit C, Financial, Functional and Resource Commitments. h. Key Performance Metrics. Contractor shall track the following performance metrics in monthly intervals and shall include this information in a report submitted with its monthly invoice. DSHS may change these performance metrics during the term of this Contract and may utilize the information collected to inform performance metrics for the renewal term of this Contract. (1) Number of hours between receipt and response to Referrals. (2) Number of hours between Offer of Admission and Admission of Referred Patient. (3) Number of hours between receipt of and response to a DSHS request for records. (4) Average daily census, broken down by admission acuity. (5) Average length of stay, broken down by admission acuity. (6) Number of hours following admission before ITP is finalized. (7) The percentage of Referred Patients who are medication adherent, meaning that the Referred Patient takes all prescribed medications without objection, except when the Patient is experiencing a clinical symptom that requires a reevaluation of the appropriateness of and alternatives to the prescribed medication. (8) The percentage of Patients: (a) Restored to competency during the initial admission period, broken down by length of initial admission period Special Terms and Conditions 201512 PRR 1070 000030 Page 18 (b) Not restored during the initial admission period and restored to competency after a second admission period, broken down by length of second admission period (c) Determined not likely restorable 13. Billing and Payment a. Invoice System. The Contractor shall submit invoices using State Form A-19 Invoice Voucher, or such other form as designated by DSHS. Unless otherwise agreed by DSHS, consideration for services rendered shall be payable upon receipt of properly completed invoices which shall be submitted to DSHS by the Contractor not more often than monthly. Contractor shall submit monthly reports of key performance metrics as well as data Contractor is required to track pursuant to these Special Terms and Conditions. The invoices shall describe and document to DSHS’ satisfaction a description of the work performed, activities accomplished, the progress of the project, and fees. b. Payment. Payment for satisfactory performance under this Contract shall be considered timely if made by DSHS within thirty (30) days after receipt and acceptance by DSHS of the properly completed invoices. DSHS shall notify Contractor in writing if performance is unsatisfactory for any reason, or if an invoice is not in conformity with Contract requirements, and Contractor shall be given a reasonable opportunity to address any problems. Payment shall be sent to the address designated by the Contractor on page one (1) of this Contract. 14. Access to Facility and Program; Monitoring and Inspections; Disputes a. Access. In addition to and separate from any certification or licensure inspection activity that may be performed by agencies or departments of the State of Washington, all Contractor records, facilities and operations, as they directly relate to the Contractor CR Services performed by Contractor for DSHS, shall be made available, after reasonable advance notice to Contractor, for inspection, audit or examination at any time by DSHS or any person designated by DSHS. Unless significant patient safety concerns require an immediate inspection, these visits shall generally occur during normal business hours. Contractor shall cooperate fully with any such audits and examinations. Contractor shall not be responsible for any costs, fees, or and expenses incurred by the State or DSHS for such audits, examinations, and inspections. DSHS shall not be responsible for costs of the Contractor in complying with such audits, examinations and inspections. b. Findings. DSHS may notify Contractor of any Program deficiency as identified by a qualified professional with experience in CR Services, and the date by which such deficiency shall be corrected which shall be commensurate with the significance of the deficiency. Contractor shall correct such deficiency and provide DSHS with documentation of such correction. Failure by the Contractor to correct deficiencies in a timely manner shall be a material breach of this Contract. c. Stop Placement. DSHS may stop Patient Referrals to the Program immediately upon finding that the Contractor is not in substantial compliance with this Contract. In such event, DSHS shall notify Contractor and Contractor shall immediately correct Special Terms and Conditions 201512 PRR 1070 000031 Page 19 any deficiencies, after which DSHS shall resume Patient Referrals to the Program. Unless a deficiency poses an immediate risk to patient safety, the Contractor shall be provided with a minimum of seven (7) days to effect such correction. In the event of a significant deficiency that is not corrected in a timely fashion, DSHS may, in its sole discretion, transfer Patients from the Facility to the State Hospitals. d. Problem resolution and disputes (1) Problems arising out of the performance of this Agreement shall be resolved in a timely manner at the lowest possible level with authority to resolve such problem. If a problem persists and cannot be resolved, it may be escalated within each organization. (2) If a dispute cannot be resolved through this escalation process, a Dispute Resolution Panel may be requested in writing by either party who shall also identify the first panel member. Within three business days of receiving the request, the other party will designate a panel member. Those two panel members will appoint a third individual to the Dispute Resolution Panel within the next three business days. (3) The Dispute Resolution Panel shall review the facts, contract terms and the Rules and make a determination of the dispute as quickly as reasonably possible. DSHS and the Contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this contract, unless they are prevented from doing so because of the dispute or unless this Contract is terminated for default. (4) Each party shall bear the cost for its panel member and share equally the cost of the third panel member. Both parties agree to be bound by the determination of the Dispute Resolution Panel. Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute Resolution Panel whenever possible. e. The provisions of this Section shall not apply in situations in which a regulatory authority, or an applicable statutory or regulatory provision, requires earlier or different action, or in situations in which this Contract has been terminated by DSHS. 15. Record Retention and Transfer a. Referred Patient Records. Records of Services provided to Referred Patients (“Referred Patient Records”) shall belong to DSHS. Contractor shall retain Referred Patient Records for a minimum of seven (7) years after the discharge of a Referred Patient from the Program. Contractor shall provide DSHS with copies of Referred Patient Records if requested to do so, or, at the request of DSHS, shall transfer copies of Referred Patient Records to a successor program upon termination or expiration of this Contract subject to applicable Rules. Referred Patient Records shall include, but not be limited to, assessments, court reports, health records, records of all Services provided and consents to treatment. Contractor shall not be entitled to charge DSHS for its expenses in returning or transferring Referred Patient Records pursuant to this Section. DSHS shall be entitled to withhold final payment under the Contract until Contractor has accomplished a requested return or transfer of Special Terms and Conditions 201512 PRR 1070 000032 Page 20 Referred Patient Records. b. Operational Records. Contractor shall at all times maintain a complete copy of its Program Manual, including all referenced policies and procedures, at the Facility and shall make an electronic copy of the Manual and timely electronic copies of all revisions available to DSHS for review. Contractor shall refrain from incorporating material that is proprietary to Contractor in the Manual. In order to promote consistency and continuity of care, DSHS shall be entitled to utilize any and all concepts and language set forth in the Manual in its State Hospital operations or in effectuating a successor Program. DSHS shall provide Contractor with access to Referred Patient Records after the termination of this Contractor for the purposes of defending claims and litigation. 16. Cooperation, Coordination and Communications. Contractor recognizes that DSHS is charged with responsibility for the delivery of CR Services and is, pursuant to this Contract, entrusting Contractor with a significant responsibility which must be carried out in close coordination and cooperation with DSHS. Contractor agrees that it shall communicate fully with DSHS with regard to the Program and, subject to its ability to do so and to adequacy of funding, shall incorporate changes required by DSHS into the Program. Contractor further agrees that DSHS shall serve as the primary party to engage and communicate with third parties regarding the Program. Contractor shall participate in and assist DSHS with third party communications as requested by DSHS. 17. Contract Term; Extensions a. Term. This Contract shall commence on execution by all parties and shall continue in effect through June 30, 2017. b. Start Up Period. The Start Up period shall commence on execution of this Contract by all parties and shall end beginning on the first day Contractor is accepting Patients. During the Start Up Period, the Contractor shall engage in activities designed to assure that the Program is fully operational and ready to commence provision of Services as set forth in Section 18, Implementation Timelines and Contingencies, of these Special Terms and Conditions. Contractor shall begin preparing all necessary applications for licensure and certification at the earliest possible date following contract execution, taking into consideration work that is required to be completed prior to initiating the application. The parties may modify the service start date in the event the licensure and certification process is still pending. c. Amendments; Extensions. DSHS shall have the option of extending this Agreement for one additional year or such other periods as may be agreed upon by the parties. In this event, the parties shall amend this Agreement to extend its term and to add funding sufficient for these extension periods at rates that shall be agreed upon and may reflect a cost of living adjustment consistent with adjustments provided to Contractor’s employees generally. This right to amend is in addition to the right to amend for other reasons contained in this Contract. 18. Implementation Timelines and Contingencies a. Implementation Schedule Contents. Time is of the essence in the performance of Special Terms and Conditions 201512 PRR 1070 000033 Page 21 this Contract. Contractor’s Implementation Schedule shall set forth the major steps that shall be accomplished in order to allow Contractor to be ready to commence admission of Patients as soon as possible following Contract execution, provided that it shall be consistent with the key dates set forth in subsection (b) of this Section 18, unless revised as provided in subsection (c) of this Section 18. b. Key Dates. The dates set forth on the Implementation Schedule shall be the expected dates by which Contractor will perform the relevant task. If Contractor is reasonably able to complete or perform a task sooner than scheduled in order to permit CR Services to be provided sooner, it shall do so. Unless a Key Date Contingency occurs, the dates on the Implementation Plan shall allow for completion of the following events no later than the dates set forth below. Initial consultation with DOH Initiate process for RTF licensing with DOH Submit Implementation Plan Initial process with DSHS for Certification of Competency Services Program Complete Recruitment of Contractor Personnel Complete Program Manual for DSHS review Immediately following Contract execution Immediately following Contract execution 7 days following Contract execution Immediately following Contract execution 3/1/16 1/15/16 or sooner to permit DSHS approval before submission for licensure and certification purposes Complete Policies and Procedures for review 2/4/16 Complete functional plan for review Submit application for RTF Licensure Submit application for certification with DSHS/DBHR Facility ready for use and Contractor Staff training and orientation completed Staff training with Western State 2/4/16 1/15/16 or sooner to permit opening by 4/1/16 1/15/16 or sooner to permit opening by 4/1/16 3/31/16 3/25/16 or sooner as scheduled for multiple dates Mock opening and inspection by DSHS Open doors to new admissions 3/28/16 4/1/2016 c. Key Date Contingencies. The parties may revise key dates on the Implementation Schedule to the minimum extent necessary, if such revision is directly necessitated and justified by the occurrence of any of the following contingencies (“Key Date Contingencies”): Special Terms and Conditions 201512 PRR 1070 000034 Page 22 (1) Contractor has acted with due diligence but has not received DOH licensure (2) Contractor has acted with due diligence but has not received DSHS certification (3) DSHS has been unable to recruit DSHS staff required in Facility Staffing Plan (4) DSHS has been unable to complete required Facility renovations (5) Contractor has acted with due diligence but other items under the control of DSHS or the State of Washington have prevented timely compliance with the dates. (5) DSHS has not received a Special Use Permit allowing use of the Facility for the provision of Competency Restoration Services in accordance with the time frames for opening the Facility to Patients as provided in this Contract. c. Notice of Key Date Contingency Delays. As of the date of Contract execution, the parties have agreed to work in good faith to open the Facility as soon as possible, with a goal date for acceptance of Patients (“Facility Opening Date”) on April 1, 2016. The parties shall establish an anticipated Facility Opening Date and incorporate it into the approved Implementation Plan no later than December 31, 2015. Thereafter, if either party believes that a Key Date Contingency will occur that will cause a delay in the Facility Opening Date set forth in the approved Implementation Plan, that party shall give at least sixty (60) days written notice to the other party, which notice shall set forth the facts supporting the occurrence of the Key Date Contingency and a revised Facility Opening Date that based upon these facts, which revised Facility Opening Date shall be set forth in an amendment to the approved Implementation Plan. Either party may subsequently notify the other of any further Key Date Contingencies that will cause a delay in the Facility Opening Date. Provided such notice is given at least sixty (60) days prior to the Facility Opening Date set forth in the approved Implementation Plan, as amended if applicable, neither party shall be liable to the other for costs or damages arising out of delay in the Facility Opening Date. Notwithstanding the foregoing, in no event shall the Facility Opening Date occur later than June 1, 2016, and if the Facility fails to be open and able to accept Patients by such date, either party may terminate this Contract immediately without cause by providing written notice to the other party. d. Contract Contingencies. Either party may terminate this Contract, without penalty, in the event of occurrence of any of the following contingencies (“Contract Contingencies”): (6) Inability of Contractor to secure licensure or certification or to receive DSHS approvals required prior to operationalizing Facility for Services. (7) Issuance of a court order which prohibits or enjoins either or both parties from proceeding with this Contract as executed. (8) Inability of DSHS to receive a Special Use Permit allowing the use of Facility for the provision of the Program. d. Payment on Termination. In the event of termination for any reason, DSHS shall Special Terms and Conditions 201512 PRR 1070 000035 Page 23 pay Contractor for actual unreimbursed Start Up Costs as set forth on Exhibit C, Financial, Functional and Resource Commitments, , which Contractor reasonably and properly incurred in preparing to perform the Contract, and for all properly invoiced amounts for Services performed through the date of termination. 19. Background Checks Contractor Personnel who work within the Program shall be required to undergo a background check with satisfactory results prior to being assigned to participate in the Program. This shall include any background check required by the Washington Department of Corrections as a condition of access to the Facility. DSHS shall act in good faith to expedite background checks required by the Washington Department of Corrections for Contractor staff. 20. Insurance The Contractor shall at all times comply with the following insurance requirements. a. General Liability Insurance The Contractor shall maintain Commercial General Liability Insurance or Business Liability Insurance, including coverage for bodily injury, property damage, and contractual liability, with the following minimum limits: Each Occurrence $1,000,000; General Aggregate - $3,000,000; Policy Aggregate - $15,000,000. The policy shall include liability arising out of the parties’ performance under this Contract, including but not limited to premises, operations, independent contractors, products-completed operations, personal injury, advertising injury, and liability assumed under an insured contract. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees of the state, shall be named as additional insureds. b. Business Automobile Liability Insurance The Contractor shall maintain a Business Automobile Policy on all vehicles used to transport clients, including vehicles hired by the Contractor or owned by the Contractor’s employees, volunteers or others, with the following minimum limits: $1,000,000 per accident combined single limit. The Contractor’s carrier shall provide DSHS with a waiver of subrogation or name DSHS as an additional insured. c. Professional Liability Insurance (PL) The Contractor shall maintain Professional Liability Insurance or Errors & Omissions insurance, including coverage for losses caused by errors and omissions, with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate $3,000,000; Policy Aggregate - $15,000,000. d. Worker’s Compensation The Contractor shall comply with all applicable Worker’s Compensation, occupational disease, and occupational health and safety laws and regulations. The State of Washington and DSHS shall not be held responsible for claims filed for Special Terms and Conditions 201512 PRR 1070 000036 Page 24 Worker's Compensation under RCW 51 by the Contractor or its employees under such laws and regulations. e. Employees and Volunteers Insurance required of the Contractor under the Contract shall include coverage for the acts and omissions of the Contractor’s employees and volunteers. In addition, the Contractor shall ensure that all employees and volunteers who use vehicles to transport clients or deliver services have personal automobile insurance and current driver’s licenses. f. Subcontractors The Contractor shall ensure that all subcontractors have and maintain insurance with the same types and limits of coverage as required of the Contractor under the Contract. g. Separation of Insureds All insurance policies shall include coverage for cross liability and contain a “Separation of Insureds” provision. h. Insurers The Contractor shall obtain insurance from insurance companies identified as an admitted insurer/carrier in the State of Washington, with a Best’s Reports’ rating of B++, Class VII, or better. Surplus Lines insurance companies will have a rating of A, Class VII, or better. i. Evidence of Coverage The Contractor shall, upon request by DSHS, submit a copy of the Certificate of Insurance, policy, and additional insured endorsement for each coverage required of the Contractor under this Contract. The Certificate of Insurance shall identify the Washington State Department of Social and Health Services as the Certificate Holder. A duly authorized representative of each insurer, showing compliance with the insurance requirements specified in this Contract, shall execute each Certificate of Insurance. The Contractor shall maintain copies of Certificates of Insurance, policies, and additional insured endorsements for each subcontractor as evidence that each subcontractor maintains insurance as required by the Contract. j. Material Changes The insurer shall give the DSHS point of contact listed on page one of this Contract 45 days advance written notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the insurer shall give DSHS 10 days advance written notice of cancellation. k. General Special Terms and Conditions 201512 PRR 1070 000037 Page 25 By requiring insurance, the State of Washington and DSHS do not represent that the coverage and limits specified will be adequate to protect the Contractor. Such coverage and limits shall not be construed to relieve the Contractor from liability in excess of the required coverage and limits and shall not limit the Contractor’s liability under the indemnities and reimbursements granted to the State and DSHS in this Contract. All insurance provided in compliance with this Contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State. l. Waiver The Contractor waives all rights, claims and causes of action against the State of Washington and DSHS for the recovery of damages to the extent said damages are covered by insurance maintained by Contractor. 21. Confidentiality Contractor shall abide by all applicable privacy laws including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder. To the extent Contractor is a “business associate” for any purpose in performing its obligations under this Contract, Contractor shall abide by the terms of Exhibit B, Business Associate Agreement. 22. Subcontracting Contractor agrees to be responsible for its subcontractors’ compliance with this Contract in their delivery of Services within the Program. Special Terms and Conditions 201512 PRR 1070 000038 Page 26 Exhibit A – Data Security Requirements 1. Definitions. The words and phrases listed below, as used in this Exhibit, shall each have the following definitions: a. “Authorized User(s)” means an individual or individuals with an authorized business requirement to access DSHS Confidential Information. b. “Hardened Password” means a string of at least eight characters containing at least one alphabetic character, at least one number and at least one special character such as an asterisk, ampersand or exclamation point. c. “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. 2. Data Transport. When transporting DSHS Confidential Information electronically, including via email, the Data will be protected by: a. Transporting the Data within the (State Governmental Network) SGN or Contractor’s internal network, or; b. Encrypting any Data that will be in transit outside the SGN or Contractor’s internal network. This includes transit over the public Internet. 3. Protection of Data. The Contractor agrees to store Data on one or more of the following media and protect the Data as described: a. Hard disk drives. Data stored on local workstation hard disks. Access to the Data will be restricted to Authorized User(s) by requiring logon to the local workstation using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. b. Network server disks. Data stored on hard disks mounted on network servers and made available through shared folders. Access to the Data will be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on disks mounted to such servers must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. For DSHS Confidential Information stored on these disks, deleting unneeded Data is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in the above paragraph. Destruction of the Data as outlined in Section 5. Data Disposition may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. c. Optical discs (CDs or DVDs) in local workstation optical disc drives. Data provided by DSHS on optical discs which will be used in local workstation optical disc drives and which will not be transported out of a Secured Area. When not in use for Exhibit A Data Security Requirements 201512 PRR 1070 000039 Page 1 the contracted purpose, such discs must be locked in a drawer, cabinet or other container to which only Authorized Users have the key, combination or mechanism required to access the contents of the container. Workstations which access DSHS Data on optical discs must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. d. Optical discs (CDs or DVDs) in drives or jukeboxes attached to servers. Data provided by DSHS on optical discs which will be attached to network servers and which will not be transported out of a Secured Area. Access to Data on these discs will be restricted to Authorized Users through the use of access control lists which will grant access only after the Authorized User has authenticated to the network using a Unique User ID and Hardened Password or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Data on discs attached to such servers must be located in an area which is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. e. Paper documents. Any paper records must be protected by storing the records in a Secured Area which is only accessible 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. f. Remote Access. Access to and use of the Data over the State Governmental Network (SGN) or Secure Access Washington (SAW) will be controlled by DSHS staff who will issue authentication credentials (e.g. a Unique User ID and Hardened Password) to Authorized Users on Contractor staff. Contractor will notify DSHS staff immediately whenever an Authorized User in possession of such credentials is terminated or otherwise leaves the employ of the Contractor, and whenever an Authorized User’s duties change such that the Authorized User no longer requires access to perform work for this Contract. g. Data storage on portable devices or media. (1) Except where otherwise specified herein, DSHS Data shall not be stored by the Contractor on portable devices or media unless specifically authorized within the terms and conditions of the Contract. If so authorized, the Data shall be given the following protections: (a) Encrypt the Data with a key length of at least 128 bits (b) Control access to devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics. (c) Manually lock devices whenever they are left unattended and set devices to lock automatically after a period of inactivity, if this feature is available. Maximum period of inactivity is 20 minutes. Physically Secure the portable device(s) and/or media by (d) Keeping them in locked storage when not in use (e) Using check-in/check-out procedures when they are shared, and Exhibit A Data Security Requirements 201512 PRR 1070 000040 Page 2 (f) Taking frequent inventories (2) When being transported outside of a Secured Area, portable devices and media with DSHS Confidential Information must be under the physical control of Contractor staff with authorization to access the Data. (3) Portable devices include, but are not limited to; smart phones, tablets, flash memory devices (e.g. USB flash drives, personal media players), portable hard disks, and laptop/notebook/netbook computers if those computers may be transported outside of a Secured Area. (4) Portable media includes, but is not limited to; optical media (e.g. CDs, DVDs), magnetic media (e.g. floppy disks, tape), or flash media (e.g. CompactFlash, SD, MMC). h. Data stored for backup purposes. (1) DSHS data may be stored on portable media as part of a Contractor’s existing, documented backup process for business continuity or disaster recovery purposes. Such storage is authorized until such time as that media would be reused during the course of normal backup operations. If backup media is retired while DSHS Confidential Information still exists upon it, such media will be destroyed at that time in accordance with the disposition requirements in Section 5. Data Disposition (2) DSHS Data may be stored on non-portable media (e.g. Storage Area Network drives, virtual media, etc.) as part of a Contractor’s existing, documented backup process for business continuity or disaster recovery purposes. If so, such media will be protected as otherwise described in this exhibit. If this media is retired while DSHS Confidential Information still exists upon it, the data will be destroyed at that time in accordance with the disposition requirements in Section 5. Data Disposition. 4. Data Segregation. a. DSHS Data must be segregated or otherwise distinguishable from non-DSHS data. This is to ensure that when no longer needed by the Contractor, all DSHS Data can be identified for return or destruction. It also aids in determining whether DSHS Data has or may have been compromised in the event of a security breach. As such, one or more of the following methods will be used for data segregation. b. DSHS Data will be kept on media (e.g. hard disk, optical disc, tape, etc.) which will contain no non-DSHS data. And/or, c. DSHS Data will be stored in a logical container on electronic media, such as a partition or folder dedicated to DSHS Data. And/or, d. DSHS Data will be stored in a database which will contain no non-DSHS data. And/or, e. DSHS Data will be stored within a database and will be distinguishable from nonDSHS data by the value of a specific field or fields within database records. Exhibit A Data Security Requirements 201512 PRR 1070 000041 Page 3 f. When stored as physical paper documents, DSHS Data will be physically segregated from non-DSHS data in a drawer, folder, or other container. g. When it is not feasible or practical to segregate DSHS Data from non-DSHS data, then both the DSHS Data and the non-DSHS data with which it is commingled must be protected as described in this exhibit. 5. Data Disposition. When the contracted work has been completed or when no longer needed, except as noted in Section 3. Protection of Data b. Network Server Disks above, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks, or Using a “wipe” utility which will overwrite the Data at least three (3) times using either random or single character data, or Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical discs Degaussing sufficiently to ensure that the Data cannot be reconstructed, or Physically destroying the disk Paper documents with sensitive or Confidential Information Recycling through a contracted firm provided the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) On-site shredding, pulping, or incineration Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the readable surface with a coarse abrasive Magnetic tape Degaussing, incinerating or crosscut shredding 6. Notification of Compromise or Potential Compromise. The compromise or potential compromise of DSHS shared Data must be reported to the DSHS Contact designated in the Contract within one (1) business day of discovery. If no DSHS Contact is designated in the Contract, then the notification must be reported to the DSHS Privacy Officer at Exhibit A Data Security Requirements 201512 PRR 1070 000042 Page 4 dshsprivacyofficer@dshs.wa.gov. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS. 7. Data shared with Subcontractors. If DSHS Data provided under this Contract is to be shared with a subcontractor, the Contract with the subcontractor must include all of the data security provisions within this Contract and within any amendments, attachments, or exhibits within this Contract. If the Contractor cannot protect the Data as articulated within this Contract, then the contract with the sub-Contractor must be submitted to the DSHS Contact specified for this contract for review and approval. Exhibit A Data Security Requirements 201512 PRR 1070 000043 Page 5 Exhibit B: Business Associate Terms HIPAA Compliance 1. Preamble: This section of the Contract is the Business Associate Agreement as required by HIPAA. 2. Definitions. a. “Business Associate,” as used in this Contract, means the “Contractor” and generally has the same meaning as the term “business associate” at 45 CFR 160.103. Any reference to Business Associate in this Contract includes Business Associate’s employees, agents, officers, Subcontractors, third party contractors, volunteers, or directors. b. “Business Associate Agreement” means this HIPAA Compliance section of the Contract and includes the Business Associate provisions required by the U.S. Department of Health and Human Services, Office for Civil Rights. c. “Breach” means the acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information, with the exclusions and exceptions listed in 45 CFR 164.402. d. “Covered Entity” means DSHS, a Covered Entity as defined at 45 CFR 160.103, in its conduct of covered functions by its health care components. e. “Designated Record Set” means a group of records maintained by or for a Covered Entity, that is: the medical and billing records about Individuals maintained by or for a covered health care provider; the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or Used in whole or part by or for the Covered Entity to make decisions about Individuals. f. “Electronic Protected Health Information (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 CFR 160.103. g. “HIPAA” means the Health Insurance Portability and Accountability Act 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). h. “HIPAA Rules” means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and Part 164. i. “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 CFR 164.502(g). j. “Minimum Necessary” means the least amount of PHI necessary to accomplish the purpose for which the PHI is needed. k. “Protected Health Information (PHI)” means individually identifiable health information created, received, maintained or transmitted by Business Associate on behalf of a health care component of the Covered Entity that relates to the provision Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000044 Page 1 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. 45 CFR 160.103. 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 CFR 160.103. PHI is information transmitted or held in any form or medium and includes EPHI. 45 CFR 160.103. PHI does not include education records covered by the Family Educational Rights and Privacy Act, as amended, 20 USCA 1232g(a)(4)(B)(iv) or employment records held by a Covered Entity in its role as employer. l. “Subcontractor” as used in this HIPAA Compliance section of the Contract (in addition to its definition in the General Terms and Conditions) means a Business Associate that creates, receives, maintains, or transmits Protected Health Information on behalf of another Business Associate. m. “Use” includes the sharing, employment, application, utilization, examination, or analysis, of PHI within an entity that maintains such information. 3. Compliance. Business Associate shall perform all Contract duties, activities and tasks in compliance with HIPAA, the HIPAA Rules, and all attendant regulations as promulgated by the U.S. Department of Health and Human Services, Office of Civil Rights. 4. Use and Disclosure of PHI. Business Associate is limited to the following permitted and required uses or disclosures of PHI: a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate safeguards, and comply with Subpart C of 45 CFR 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 other than as provided for in this Contract or as required by law, for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract. b. Minimum Necessary Standard. Business Associate shall apply the HIPAA Minimum Necessary standard to any Use or disclosure of PHI necessary to achieve the purposes of this Contract. See 45 CFR 164.514 (d)(2) through (d)(5). c. Disclosure as Part of the Provision of Services. Business Associate shall only Use or disclose PHI as necessary to perform the services specified in this Contract or as required by law, and shall not Use or disclose such PHI in any manner that would violate Subpart E of 45 CFR Part 164 (Privacy of Individually Identifiable Health Information) if done by Covered Entity, except for the specific uses and disclosures set forth below. d. 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. e. Disclosure for Proper Management and Administration. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of the 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 Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000045 Page 2 the purposes for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been Breached. f. Impermissible Use or Disclosure of PHI. Business Associate shall report to DSHS in writing all Uses or disclosures of PHI not provided for by this Contract within one (1) business day of becoming aware of the unauthorized Use or disclosure of PHI, including Breaches of unsecured PHI as required at 45 CFR 164.410 (Notification by a Business Associate), as well as any security incident of which it becomes aware. Upon request by DSHS, Business Associate shall mitigate, to the extent practicable, any harmful effect resulting from the impermissible Use or disclosure. g. Failure to Cure. If DSHS learns of a pattern or practice of the Business Associate that constitutes a violation of the Business Associate’s obligations under the terms of this Contract and reasonable steps by DSHS do not end the violation, DSHS shall 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 the Business Associate do not end the violation, Business Associate shall terminate the Subcontract, if feasible. h. Termination for Cause. Business Associate authorizes immediate termination of this Contract by DSHS, if DSHS determines that Business Associate has violated a material term of this Business Associate Agreement. DSHS may, at its sole option, offer Business Associate an opportunity to cure a violation of this Business Associate Agreement before exercising a termination for cause. i. Consent to Audit. Business Associate shall give reasonable access to PHI, its internal practices, records, books, documents, electronic data and/or all other business information received from, or created or received by Business Associate on behalf of DSHS, to the Secretary of DHHS and/or to DSHS for use in determining compliance with HIPAA privacy requirements. j. Obligations of Business Associate Upon Expiration or Termination. Upon expiration or termination of this Contract for any reason, with respect to PHI received from DSHS, or created, maintained, or received by Business Associate, or any Subcontractors, on behalf of DSHS, Business Associate shall: (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 DSHS 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 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to Electronic Protected Health Information 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 Business Associate or any Subcontractors other than for the purposes for which such PHI was retained and Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000046 Page 3 subject to the same conditions set out in the “Use and Disclosure of PHI” section of this Contract which applied prior to termination; and (5) Return to DSHS 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. k. Survival. The obligations of the Business Associate under this section shall survive the termination or expiration of this Contract. 5. Individual Rights. a. Accounting of Disclosures. (1) Business Associate shall document all disclosures, except those disclosures that are exempt under 45 CFR 164.528, of PHI and information related to such disclosures. (2) Within ten (10) business days of a request from DSHS, Business Associate shall make available to DSHS the information in Business Associate’s possession that is necessary for DSHS to respond in a timely manner to a request for an accounting of disclosures of PHI by the Business Associate. See 45 CFR 164.504(e)(2)(ii)(G) and 164.528(b)(1). (3) At the request of DSHS or in response to a request made directly to the Business Associate by an Individual, Business Associate shall respond, in a timely manner and in accordance with HIPAA and the HIPAA Rules, to requests by Individuals for an accounting of disclosures of PHI. (4) Business Associate record keeping procedures shall be sufficient to respond to a request for an accounting under this section for the six (6) years prior to the date on which the accounting was requested. b. Access (1) Business Associate shall make available PHI that it holds that is part of a Designated Record Set when requested by DSHS or the Individual as necessary to satisfy DSHS’s obligations under 45 CFR 164.524 (Access of Individuals to Protected Health Information). (2) When the request is made by the Individual to the Business Associate or if DSHS asks the Business Associate to respond to a request, the Business Associate shall comply with requirements in 45 CFR 164.524 (Access of Individuals to Protected Health Information) on form, time and manner of access. When the request is made by DSHS, the Business Associate shall provide the records to DSHS within ten (10) business days. c. Amendment. (1) If DSHS amends, in whole or in part, a record or PHI contained in an Individual’s Designated Record Set and DSHS has previously provided the PHI or record that is the subject of the amendment to Business Associate, then DSHS will inform Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000047 Page 4 Business Associate of the amendment pursuant to 45 CFR 164.526(c)(3) (Amendment of Protected Health Information). (2) Business Associate shall make any amendments to PHI in a Designated Record Set as directed by DSHS or as necessary to satisfy DSHS’s obligations under 45 CFR 164.526 (Amendment of Protected Health Information). 6. Subcontracts and other Third Party Agreements. In accordance with 45 CFR 164.502(e)(1)(ii), 164.504(e)(1)(i), and 164.308(b)(2), Business Associate shall 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 CFR 164.314(a)(2)(b) and 164.504(e)(5) . 7. Obligations. To the extent the Business Associate is to carry out one or more of DSHS’s obligation(s) under Subpart E of 45 CFR Part 164 (Privacy of Individually Identifiable Health Information), Business Associate shall comply with all requirements that would apply to DSHS in the performance of such obligation(s). 8. Liability. Within ten (10) business days, Business Associate must notify DSHS of any complaint, enforcement or compliance action initiated by the Office for Civil Rights based on an allegation of violation of the HIPAA Rules and must inform DSHS 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 the HIPAA Rules and for any imposed against its Subcontractors or agents for which it is found liable. 9. Breach Notification. a. In the event of a Breach of unsecured PHI or disclosure that compromises the privacy or security of PHI obtained from DSHS or involving DSHS clients, Business Associate will take all measures required by state or federal law. b. Business Associate will notify DSHS within one (1) business day by telephone and in writing of any acquisition, access, Use or disclosure of PHI not allowed by the provisions of this Contract or not authorized by HIPAA Rules or required by law of which it becomes aware which potentially compromises the security or privacy of the Protected Health Information as defined in 45 CFR 164.402 (Definitions). c. Business Associate will notify the DSHS Contact shown on the cover page of this Contract within one (1) business day by telephone or e-mail of any potential Breach of security or privacy of PHI by the Business Associate or its Subcontractors or agents. Business Associate will follow telephone or e-mail notification with a faxed or other written explanation of the Breach, to include the following: date and time of the Breach, date Breach was discovered, location and nature of the PHI, type of Breach, origination and destination of PHI, Business Associate unit and personnel associated with the Breach, detailed description of the Breach, anticipated mitigation steps, and the name, address, telephone number, fax number, and e-mail of the individual who is responsible as the primary point of contact. Business Associate will address communications to the DSHS Contact. Business Associate will coordinate Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000048 Page 5 and cooperate with DSHS to provide a copy of its investigation and other information requested by DSHS, including advance copies of any notifications required for DSHS review before disseminating and verification of the dates notifications were sent. d. If DSHS determines that Business Associate or its Subcontractor(s) or agent(s) is responsible for a Breach of unsecured PHI: (1) requiring notification of Individuals under 45 CFR § 164.404 (Notification to Individuals), Business Associate bears the responsibility and costs for notifying the affected Individuals and receiving and responding to those Individuals’ questions or requests for additional information; (2) requiring notification of the media under 45 CFR § 164.406 (Notification to the media), Business Associate bears the responsibility and costs for notifying the media and receiving and responding to media questions or requests for additional information; (3) requiring notification of the U.S. Department of Health and Human Services Secretary under 45 CFR § 164.408 (Notification to the Secretary), Business Associate bears the responsibility and costs for notifying the Secretary and receiving and responding to the Secretary’s questions or requests for additional information; and (4) DSHS will take appropriate remedial measures up to termination of this Contract. 10. Miscellaneous Provisions. a. Regulatory References. A reference in this Contract to a section in the HIPAA Rules means the section as in effect or amended. b. Interpretation. Any ambiguity in this Contract shall be interpreted to permit compliance with the HIPAA Rules. Exhibit B Business Associate Terms/HIPAA Compliance 201512 PRR 1070 000049 Page 6 EXHIBIT C: FINANCIAL, FUNCTIONAL AND RESOURCE COMMITMENTS 1: COMPENSATION A. CORRECT CARE COMPENSATION FOR START UP COSTS Advance hiring of staff for training, orientation, Western State meeting, etc. Pre-opening $198,430 staffing levels allow for a minimum of four weeks and longer for key staff Travel and related expenses for staffing from other facilities and corporate to train and $ 28,105 supplement permanent staff (does not include salaries or benefits of corporate personnel) Startup expenses for licensing, background checks, training, hiring, etc. $ 18,850 Admission staff for initial activations and related travel $ 29,700 $275,085 MAXIMUM AMOUNT PAYABLE FOR SERVICES PROVIDED DURING START UP PERIOD (Commencing upon Contract execution and ending upon acceptance of initial Patients) B. CORRECT CARE COMPENSATION AND REIMBURSEMENT DURING PATIENT SERVICE PERIOD Patient Services: Per Patient Per Day • Includes All Correct Care Resources and $272 Per Patient Per Day Services Minimum Payment: 30 Beds/Day • Payable for each twenty-four hour period during MAXIMUM MONTHLY PAYMENT: $252,960 which each Patient is admitted to Facility (based on a 31 day month) • 30 Bed Minimum Per Diem Payment Pharmacy ($75,000 Allocation) • Reimbursed at Cost • Subject to Approval of Third Party Contract Costs and Utilization Procedures Third Party Transportation For Health Care • Reimbursed at Cost ($50,000 Allocation) Unallocated Additional Costs $150,000 C. TOTAL MAXIMUM AMOUNT PAYABLE $4,271,045 TO CONTRACTOR DURING INITIAL TERM 2. CORRECT CARE STAFFING DURING PATIENT SERVICE PERIODS Program Administrator 1.0 FTE Peer Support Specialist .5 FTE Psychiatric ARNP .25 FTE Psychiatrist .75 FTE (.5 via telemedicine) Records Assistant 1.0 FTE Business Manager 1.0 FTE Admissions Coordinator 0.5 FTE Medical Doctor 0.20 FTE Registered Nurse Days 5 FTE Registered Nurse Nights 2.5 FTE Psychologist 2.0 FTE Social Worker/LCSW 4.0 FTE Certified Substance Abuse Counselor 1 FTE Recreation Specialist 2.0 FTE 21.7 FTE Exhibit C: Financial, Functional and Resource Commitments 201512 PRR 1070 000050 Page 1 3. CORRECT CARE SERVICES INCLUDED WITHIN PPPD COMPENSATION Services Provided by Personnel on Staffing Plan and as described in this Contract 24/7 on call psychiatric and medical services, either on site or via telemedicine Resident interpreter services Program Materials On site dentistry services On site specialty services (physical therapy, occupational therapy, speech therapy, etc.) On site laboratory services On site medical equipment and supplies Computers and office supplies for CCRS employees Over the counter medications Arranging for transportation for non-routine third party health care Program oversight, monitoring and quality assurance by corporate staff Arranging for Pharmaceuticals billed at cost to DSHS 4. DSHS MAPLE LANE STAFFING DURING PATIENT SERVICE PERIODS Position FTE Commitment Assignment GHS facilities Manager – at Supervision of MMs at ML GHS Maintenance Mechanic 3 1 On site supervisor – Repairs Maintenance Mechanic 2 1 Repairs Maintenance Mechanic 1 – 1 Transport food, laundry, light custodial, GHS grass, maintenance Custodian 3 1 On site janitorial duties Laundry Worker – GHS .5 Laundry Cook – GHS 1 Food Preparation Security Guards *(3 days/3 evenings/2 MLS Gate and Building Security nights) Psychiatric Security Attendants *(5 days/5 evenings/4 Floor Staff nights) Social and Health Program *(1 days/1 evenings/1 Supervision of Floor Staff Consultants nights) Program Specialist 4 1 FTE Oversight of Floor and Floor Spvr *FTEs will be added to permit 7 day coverage of these positions 5. DSHS MAPLE LANE FACILITY, EQUIPMENT, SUPPLIES AND SERVICES DURING PATIENT SERVICE PERIODS Improvements to and Use of Facility Facility Utilities Fixed Equipment (non-medical) (e.g., casework, hardwired appliances, emergency generators, telephones) Small appliances (TVs, phones) Furnishings (Beds, Tables, Desks, Portable Furniture) Mattresses Linens, Patient Clothing, Patient Hygiene Items Building Maintenance Laundry Services Food Services All offsite medical care costs not covered by a third party health plan Exhibit C: Financial, Functional and Resource Commitments 201512 PRR 1070 000051 Page 2