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HomeMy WebLinkAboutAgreements/Contracts - GRISK19-018 44 Washington State � PROFESSIONAL SERVICES HCA Contract Number: K3376 Health Care thonty CONTRACT for Resulting from Solicitation Number (If applicable: NA 840 E. Plum Street Fidelity Review Services CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS Gail Goodwin ContractorNendor Contract Number: THIS CONTRACT is made by and between Washington State Health Care Authority, (HCA) and Grant County, (Contractor). CONTRACTOR NAME CONTRACTOR DOING BUSINESS AS (DBA) Grant County Grant Integrated Health CONTRACTOR ADDRESS 1 Street City State Zip Code 840 E. Plum Street Moses Lake WA 98837 CONTRACTOR CONTACT CONTRACTOR TELEPHONE CONTRACTOR E-MAIL ADDRESS Gail Goodwin 509-765-9239 ggoddw(in@grantcountywa.gov Is Contractor a Subrecipient under this Contract? HCA CONTACT E-MAIL ADDRESS CFDA NUMBER(S): FFATA Form Recuired ❑YES ONO 7 93.958 ❑YES ONO Number: 102020562 HCA PROGRAM SE/SH HCA DIVISION/SECTION DBHR/Supported Housing and Employment HCA CONTACT NAME AND TITLE HCA CONTACT ADDRESS Health Care Authority Lisa Bennett -Perry, Medical Program Assistance Specialist 3 626 8th Avenue SE PO Box 45330 Olympia, WA 98504-5330 HCA CONTACT TELEPHONE HCA CONTACT E-MAIL ADDRESS (360) 725-1961 1 lisa.bennett-perry@hca.wa.gov CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT AMOUNT 02/01/2019 12/31/2019 $10,000 PURPOSE OF CONTRACT: In implementing the Washington Medicaid Transformation Project, DBHR seeks to incentivize agencies to adhere to the Evidence -Based Practices related to Permanent Supportive Housing (PSH) Services or Individual placement and Supports (IPS) for Supported Employment (SE) Services. To this end, DBHR is promoting the performance of Fidelity Reviews within Agencies and providing opportunities for the employees of Agencies to receive training through observation and assistance at Fidelity Reviews being conducted at other FCS contracted agencies. The goal is to expand and sustain the quality and availability of PSH and SE Services for those who are most vulnerable and to increase the likelihood of creating outcomes that will support a continuation of these Services beyond the Transformation Demonstration Project. This Contract provides funding to Agencies to incentivize participation in SH or SE Fidelity Review activities as stated below in the Performance Work Statement. The parties signing below warrant that they have read and understand this Contract, and have authority to execute this Contract. This Contract will be binding on HCA only upon signature by HCA. CTOR SIGNATURE PRINTED NAME AND TITLE DATE 51GNE Tf Tom Taylor BOCC Chair Z�t ltd NAT E PRINTED NAME AND TITLE DA E SGNE Jim Gayton, HCA Contracts Administrator Z �� Rev 4/20/2017 TABLE OF CONTENTS 1. STATEMENT OF WORK (SOW).................................................................................................. 3 2. DEFINITIONS............................................................................................................................... 3 3. SPECIAL TERMS AND CONDITIONS......................................................................................... 6 Attachments Attachment 1: Confidential Information Security Requirements Attachment 2: Federal Compliance, Certifications and Assurances Attachment 3: Business Associates Agreement Schedules Schedule A: Statement of Work (SOW) Fidelity Review Services Washington State 2 Description of Services Health Care Authority Contract #K3376 for Fidelity Review Services IN CONSIDERATION of the mutual promises as set forth in this Contract, the parties agree as follows: STATEMENT OF WORK (SOW) The Contractor will provide the services and staff as described in Schedule A: Statement of Work. 2. DEFINITIONS "Agency" means a behavioral health agency within the state of Washington that enters into this contract to participate in a Fidelity Review of its existing PSH or SE services, or to assign one of its Providers to participate in a Fidelity Review being conducted within another behavioral health agency for purposes of learning the principles of EBP associated with PSH or SE Services that are provided. "Authorized Representative" means a person to whom signature authority has been delegated in writing acting within the limits of his/her authority. "Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of the Confidential Information. "Business Associate" means a Business Associate as defined in 45 CFR 160.103, who performs or assists in the performance of an activity for or on behalf of HCA, a Covered Entity, that involves the use or disclosure of protected health information (PHI). Any reference to Business Associate in this DSA includes Business Associate's employees, agents, officers, Subcontractors, third party contractors, volunteers, or directors. "CFR" means the Code of Federal Regulations. All references in this Contract to CFR chapters or sections include any successor, amended, or replacement regulation. The CFR may be accessed at http://www.ecfr.gov/cgi-bin/EGFR?oa.ie=browse. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or regulations. Confidential Information includes, but is not limited to, any information identifiable to an individual that relates to a natural person's health, (see also Protected Health Information); finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, HCA source code or object code, or HCA or State security information. Washington State 3 Description of Services Health Care Authority "Consumer" means, per WAC 388.865.0150 a person who has applied for, is eligible for, or who has received mental health services in the state of Washington. "Contract" means this Contract document and all schedules, exhibits, attachments, incorporated documents and amendments. "Contractor" means the Contractor listed on page one (1) of this agreement, its employees and agents. Contractor includes any firm, provider, organization, individual or other entity performing services under this Contract. It also includes any Subcontractor retained by Contractor as permitted under the terms of this Contract. "Covered entity" means a health plan, a health care clearinghouse or a health care provider who transmits any health information in electronic form to carry out financial or administrative activities related to health care, as defined in 45 CFR 160.103. "Data" means information produced, furnished, acquired, or used by Contractor in meeting requirements under this Contract. "Division of Behavioral Health and Recovery" or "DBHR" means the division within the Health Care Authority that administers the state and Medicaid funded mental health programs authorized by chapters 71.05, 71.24, 72.06.060 and 74.50 RCW. "Effective Date" means the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract. "EBP" or "Evidence -Based Practice" refers to the SAMHSA Evidence -Based Practices that have been rigorously tested, have yielded consistent, replicable results, and have proven safe, beneficial, and effective for most people diagnosed with mental illness and substance use disorders. As used in this Contract, EBPs relate to the CSS for PSH and to the IPS for SE. "Fidelity Review" refers to a process for self-assessment of Agency's model of delivering PSH or SE Services and a review of Agency's adherence to Evidence -Based Practices. "Foundational Community Supports CS" program provides targeted Medicaid benefits to assist eligible individuals with complex health needs obtain and maintain stable housing and employment "HCA Contract Manager" means the individual identified on the cover page of this Contract who will provide oversight of the Contractor's activities conducted under this Contract. "Health Care Authority" or "HCA" means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA. "HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and Part 164. Washington State 4 Description of Services Health Care Authority "Individual Placements and Supports" or "IPS" means an enhanced version of SAMHSA'S Supported Employment Evidence-Based Practices Kit. "Overpayment" means any payment or benefit to the Contractor in excess of that to which the Contractor is entitled by law, rule, or this Contract, including amounts in dispute. "PSH" or "Permanent Supportive Housing" means a SAMHSA Evidence-Based Practice model for individuals experiencing homelessness who are also experiencing mental illness, addiction, and other health conditions. Research and practice show that supportive housing increases housing stability and reduces costs. The model consists of fidelity to six (6) components/principles. "Proprietary Information" means information owned by Contractor to which Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws. "Protected Health Information" or "PHI" means individually identifiable information that relates to the provision of health care to an individual; the past, present, or future physical or mental health or condition of an individual; or past, present, or future payment for provision of health care to an individual, as defined in 45 CFR 160.103. Individually identifiable information is information that identifies the individual or about which there is a reasonable basis to believe it can be used to identify the individual, and includes demographic information. PHI is information transmitted, maintained, or stored in any form or medium. 45 CFR 164.501. PHI does not include education records covered by the Family Educational Rights and Privacy Act, as amended, 20 USC 1232g(a)(4)(b)(iv). "Provider" means an individual meeting the education and experience criteria for the provision of Foundational Community Supports (FCS) Permanent Supportive Housing or Supported Employment Services organization that employs such individual. "RCW" means the Revised Code of Washington. All references in this Contract to RCW chapters or sections include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at: http://apps.leg.wa..ov/rcw/. "Statement of Work" or "SOW" means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline, and is Schedule A hereto. "Subcontractor" means a person or entity that is not in the employment of the Contractor, who is performing all or part of the business activities under this Contract under a separate contract with Contractor. The term "Subcontractor' means subcontractor(s) of any tier. "Subrecipient" means a contractor operating a federal or state assistance program receiving federal funds and having the authority to determine both the services rendered and disposition of program. See OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501, "Uniform Washington State 5 Description of Services Health Care Authority Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards for additional detail. "SE" or "Supported Employment" means a SAMHSA Evidence -Based Practice built on fidelity that includes eight (8) components/principles that are based in research. SE is also known as the Individual Placement and Support model (IPS) and is effective in assisting consumer obtain and maintain employment. "USC" means the United States Code. All references in this Contract to USC chapters or sections shall include any successor, amended, or replacement statute. The USC may be accessed at http://uscode.house.gov/ "WAC" means the Washington Administrative Code. All references to WAC chapters or sections will include any successor, amended, or replacement regulation. Pertinent WACs may be accessed at: http://ai)p.leg.wa.gov/wac/. 3. SPECIAL TERMS AND CONDITIONS 3.1 PERFORMANCE EXPECTATIONS Expected performance under this Contract includes, but is not limited to, the following: 3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of contract; 3.1.2 Use of professional judgment; 3.1.3 Collaboration with HCA staff in Contractor's conduct of the services; 3.1.4 Conformance with HCA directions regarding the delivery of the services; 3.1.5 Timely, accurate and informed communications; 3.1.6 Regular completion and updating of project plans, reports, documentation and communications; 3.1.7 Regular, punctual attendance at all meetings; and 3.1.8 Provision of high quality services. Prior to payment of invoices, HCA will review and evaluate the performance of Contractor in accordance with Contract and these performance expectations and may withhold payment if expectations are not met or Contractor's performance is unsatisfactory. Washington State 6 Description of Services Health Care Authority 3.2 TERM 3.2.1 The initial term of the Contract will commence on 02/01/2019, or date of last signature, whichever is later, and continue through 12/31/19, unless terminated sooner as provided herein. 3.2.2 This Contract may be extended in whatever time increments HCA deems appropriate. No change in terms and conditions will be permitted during these extensions unless specifically agreed to in writing. 3.2.3 Work performed without a contract or amendment signed by the authorized representatives of both parties will be at the sole risk of the Contractor. HCA will not pay any costs incurred before a contract or any subsequent amendment(s) is fully executed. 3.3 COMPENSATION The Maximum Compensation payable to Contractor for the performance of all things necessary for or incidental to the performance of work as set forth in Section 1: Performance Work Statement is $10,000, and includes any allowable expenses and based on the following: 3.3.1 Contractor's compensation for services rendered will be based on the following rates or in accordance with the following terms. 3.3.2 Federal funds disbursed through this Contract were received by HCA through OMB Catalogue of Federal Domestic Assistance (CFDA) Number: 93.958, SAMHSA, SM010056, MHBG. Contractor agrees to comply with applicable rules and regulations associated with these federal funds and has signed Attachment 2: Federal Compliance, Certification and Assurances, attached. 3.4 INVOICE AND PAYMENT 3.4.1 Contractor must submit accurate invoices to the following address for all amounts to be paid by HCA via e-mail to: AcctspayCa_hca.wa.cwv. Include the HCA Contract number in the subject line of the email. 3.4.2 Invoices must describe and document to HCA's satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced, invoices must provide a detailed breakdown of each type. Any single expense in the amount of $50.00 or more must be accompanied by a receipt in order to receive reimbursement. All invoices will be reviewed and must be approved by the Contract Manager or his/her designee prior to payment. 3.4.3 Contractor must submit properly itemized invoices to include the following information, as applicable: Washington State 7 Description of Services Health Care Authority 3.4.3.1 HCA Contract number K3376; 3.4.3.2 Contractor name, address, phone number; 3.4.3.3 Description of Services; 3.4.3.4 Date(s) of delivery; 3.4.3.5 Net invoice price for each item; 3.4.3.6 Applicable taxes; 3.4.3.7 Total invoice price; and 3.4.3.8 Payment terms and any available prompt payment discount. 3.4.4 HCA will return incorrect or incomplete invoices to the Contractor for correction and reissue. The Contract Number must appear on all invoices, bills of lading, packages, and correspondence relating to this Contract. 3.4.5 In order to receive payment for services or products provided to a state agency, Contractor must register with the Statewide Payee Desk at http://des wa gov/services/ContractingPurchasing/Business/VendorPav/Pages/defa ult.asox. Payment will be considered timely if made by HCA within thirty (30) calendar days of receipt of properly completed invoices. Payment will be directly deposited in the bank account or sent to the address Contractor designated in its registration. 3.4.6 Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that are incurred prior to the expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Contract expiration date. HCA is under no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the Contract expiration date ("Belated Claims"). HCA will pay Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of funds. 3.5 CONTRACTOR AND HCA CONTRACT MANAGERS 3.5.1 Contractor's Contract Manager will have prime responsibility and final authority for the services provided under this Contract and be the principal point of contact for the HCA Contract Manager for all business matters, performance matters, and administrative activities. 3.5.2 HCA's Contract Manager is responsible for monitoring the Contractor's performance and will be the contact person for all communications regarding contract performance and deliverables. The HCA Contract Manager has the authority to accept or reject the services provided and must approve Contractor's invoices prior to payment. Washington State 8 Description of Services Health Care Authority 3.5.3 The contact information provided below may be changed by written notice of the change (email acceptable) to the other party. CONTRACTOR Health Care Authority Contract Manager Information Contract Manager Information Name: Gail Goodwin Name: Lisa Bennett -Perry Medical Assistance Program Title: Title: Specialist 3 840 E.Plum Street; Moses Post Office Box 45330 Address: Lake, WA 98837 Address: Olympia, WA 98504-5330 Phone: 509-765-9239 Phone: 360-725-1961 Email: ggoodwin@grantcountywa.gov 11 Email: lisa.bennett-perry@hca.wa.gov 3.6 LEGAL NOTICES Any notice or demand or other communication required or permitted to be given under this Contract or applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and delivered in person,via email, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses provided in this section. 3.6.1 In the case of notice to the Contractor: Gail Goodwin Grant County 840 E. Plum Street Moses Lake, WA 98837 3.6.2 In the case of notice to HCA: Attention: Contracts Administrator Health Care Authority Division of Legal Services Post Office Box 42702 Olympia, WA 98504-2702 3.6.3 Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier. 3.6.4 The notice address and information provided above may be changed by written notice of the change given as provided above. Washington State 9 Description of Services Health Care Authority 3.7 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: 3.7.1 Applicable Federal and State of Washington statutes and regulations; 3.7.2 Recitals 3.7.3 Special Terms and Conditions; 3.7.4 General Terms and Conditions — DSHS Contract #1783-86421; 3.7.5 Attachment 1: Confidential Information Security Requirements; 3.7.6 Attachment 2: Federal Compliance, Certifications and Assurances; 3.7.7 Attachment 3: Business Associates Agreement; 3.7.8 Schedule A(s): Statement(s) of Work; and 3.7.9 Any other provision, term or material incorporated herein by reference or otherwise incorporated. Approved as to Form: This contract format was approved by the Office of the Attorney General. Approval on file. Washington State 10 Description of Services Health Care Authority Attachment 1 Confidential Information Security Requirements 1. Definitions In addition to the definitions set out in Section 2 of this Contract K3376 for Fidelity Review Services, the definitions below apply to this Attachment. a. "Hardened Password" means a string of characters containing at least three of the following character classes: upper case letters; lower case letters; numerals; and special characters, such as an asterisk, ampersand or exclamation point. Passwords for external authentication must be a minimum of 10 characters long. Passwords for internal authentication must be a minimum of 8 characters long. iii. Passwords used for system service or service accounts must be a minimum of 20 characters long. "Portable/Removable Media" means any Data storage device that can be detached or removed from a computer and transported, including but not limited to: optical media (e.g. CDs, DVDs); USB drives; or flash media (e.g. CompactFlash, SD, MMC). c. "Portable/Removable Devices" means any small computing device that can be transported, including but not limited to: handhelds/PDAs/Smartphones; Ultramobile PC's, flash memory devices (e.g. USB flash drives, personal media players); and laptops/notebook/tablet computers. If used to store Confidential Information, devices should be Federal Information Processing Standards (FIPS) Level 2 compliant. d. "Secured Area" means an area to which only Authorized Users have access. Secured Areas may include buildings, rooms, or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel. e. "Transmitting" means the transferring of data electronically, such as via email, SFTP, webservices, AWS Snowball, etc. f. "Trusted System(s)" means the following methods of physical delivery: (1) hand - delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service ("USPS") first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Washington State Page 11 of 36 Health Care Authority Governmental Network (SGN) is a Trusted System for communications within that Network. g. "Unique User ID" means a string of characters that identifies a specific user and which, in conjunction with a password, passphrase, or other mechanism, authenticates a user to an information system. 2. Confidential Information Transmitting a. When transmitting HCA's Confidential Information electronically, including via email, the Data must be encrypted using NIST 800 -series approved algorithms (http://csrc.nist.gov/publications/PubsSPs.html). This includes transmission over the public internet. b. When transmitting HCA's Confidential Information via paper documents, the Receiving Party must use a Trusted System. 3. Protection of Confidential Information The Contractor agrees to store Confidential Information as described: a. Data at Rest: Data will be encrypted with NIST 800 -series approved algorithms. Encryption keys will be stored and protected independently of the data. Access to the Data will be restricted to Authorized Users through the use of access control lists, a Unique User ID, and a Hardened Password, or other authentication mechanisms which provide equal or greater security, such as biometrics or smart cards. Systems which contain or provide access to Confidential Information must be located in an area that is accessible only to authorized personnel, with access controlled through use of a key, card key, combination lock, or comparable mechanism. Data stored on Portable/Removable Media or Devices: • Confidential Information provided by HCA on Removable Media will be encrypted with NIST 800 -series approved algorithms. Encryption keys will be stored and protected independently of the Data. HCA's data must not be stored by the Receiving Party on Portable Devices or Media unless specifically authorized within the Data Share Agreement. If so authorized, the Receiving Party must protect the Data by: 1. Encrypting with NIST 800 -series approved algorithms. Encryption keys will be stored and protected independently of the data; Washington State Page 12 of 36 Health Care Authority 2. Control access to the devices with a Unique User ID and Hardened Password or stronger authentication method such as a physical token or biometrics; 3. Keeping devices in locked storage when not in use; 4. Using check-in/check-out procedures when devices are shared; 5. Maintain an inventory of devices; and 6. Ensure that when being transported outside of a Secured Area, all devices with Data are under the physical control of an Authorized User. b. Paper documents. Any paper records containing Confidential Information must be protected by storing the records in a Secured Area that is accessible only to authorized personnel. When not in use, such records must be stored in a locked container, such as a file cabinet, locking drawer, or safe, to which only authorized persons have access. 4. Confidential Information Segregation HCA Confidential Information received under this Contract must be segregated or otherwise distinguishable from non -HCA data. This is to ensure that when no longer needed by the Contractor, all HCA Confidential Information can be identified for return or destruction. It also aids in determining whether HCA Confidential Information has or may have been compromised in the event of a security Breach. a. The HCA Confidential Information must be kept in one of the following ways: on media (e.g. hard disk, optical disc, tape, etc.) which will contain only HCA Data; or ii. in a logical container on electronic media, such as a partition or folder dedicated to HCA's Data; or iii. in a database that will contain only HCA Data; or iv. within a database and will be distinguishable from non -HCA Data by the value of a specific field or fields within database records; or when stored as physical paper documents, physically segregated from non - HCA Data in a drawer, folder, or other container. b. When it is not feasible or practical to segregate HCA Confidential Information from non -HCA data, then both the HCA Confidential Information and the non -HCA data with which it is commingled must be protected as described in this Attachment. Washington State Page 13 of 36 Health Care Authority 5. Confidential Information Shared with Subcontractors If HCA Confidential Information provided under this Contract is to be shared with a Subcontractor, the contract with the Subcontractor must include all of the Confidential Information Security Requirements. 6. Confidential Information Disposition When the Confidential Information is no longer needed, except as noted below, the Confidential Information must be returned to HCA or destroyed. Media are to be destroyed using a method documented within NIST 800-88 (http://csrc.nist.gov/publications/PubsSPs.htmi). a. For HCA's Confidential Information stored on network disks, deleting unneeded Confidential Information is sufficient as long as the disks remain in a Secured Area and otherwise meet the requirements listed in Section 3, above. Destruction of the Confidential Information as outlined in this section of this Attachment may be deferred until the disks are retired, replaced, or otherwise taken out of the Secured Area. Washington State Page 14 of 36 Health Care Authority ATTACHMENT 2 FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES In the event federal funds are included in this agreement, the following sections apply: I. Federal Compliance and 11. Standard Federal Assurances and Certifications. In the instance of inclusion of federal funds, the Contractor may be designated as a sub -recipient and the effective date of the amendment shall also be the date at which these requirements go into effect. FEDERAL COMPLIANCE - The use of federal funds requires additional compliance and control mechanisms to be in place. The following represents the majority of compliance elements that may apply to any federal funds provided under this contract. For clarification regarding any of these elements or details specific to the federal funds in this contract, contact: Lisa Bennett -Perry a. Source of Funds: This agreement is being funded partially or in full through Cooperative Agreement number SM010056, the full and complete terms and provisions of which are hereby incorporated into this agreement can be found by reference in Exhibit C. Federal funds to support this agreement are identified by the Catalog of Federal Domestic Assistance (CFDA) number 93.958 and amount to $10,000. The sub-awardee is responsible for tracking and reporting the cumulative amount expended under HCA Contract No. K3376. b. Period of Availability of Funds: Pursuant to 45 CFR 92.23, Sub-awardee may charge to the award only costs resulting from obligations of the funding period specified in SMO 10056, unless carryover of unobligated balances is permitted, in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period. All obligations incurred under the award must be liquidated no later than 90 days after the end of the funding period. c. Single Audit Act: A sub-awardee (including private, for-profit hospitals and non-profit institutions) shall adhere to the federal Office of Management and Budget (OMB) Super Circular 2 CFR 200.501 and 45 CFR 75.501. A sub-awardee who expends $750,000 or more in federal awards during a given fiscal year shall have a single or program -specific audit for that year in accordance with the provisions of OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501. d. Modifications: This agreement may not be modified or amended, nor may any term or provision be waived or discharged, including this particular Paragraph, except in writing, signed upon by both parties. 1. Examples of items requiring Health Care Authority prior written approval include, but are not limited to, the following: i. Deviations from the budget and Project plan. ii. Change in scope or objective of the agreement. iii. Change in a key person specified in the agreement. iv. The absence for more than three months or a 25% reduction in time by the Project Manager/Director. v. Need for additional funding. vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. vii. Any changes in budget line item(s) of greater than twenty percent (20%) of the total budget in this agreement. 2. No changes are to be implemented by the Sub-awardee until a written notice of approval is received from the Health Care Authority. e. Sub -Contracting: The sub-awardee shall not enter into a sub -contract for any of the work performed under this agreement without obtaining the prior written approval of the Health Care Authority. If sub- contractors are approved by the Health Care Authority, the subcontract, shall contain, at a minimum, Washington State Page 15 of 36 Health Care Authority sections of the agreement pertaining to Debarred and Suspended Vendors, Lobbying certification, Audit requirements, and/or any other project Federal, state, and local requirements. f. Condition for Receipt of Health Care Authority Funds: Funds provided by Health Care Authority to the sub-awardee under this agreement may not be used by the sub-awardee as a match or cost-sharing provision to secure other federal monies without prior written approval by the Health Care Authority. g. Unallowable Costs: The sub-awardees' expenditures shall be subject to reduction for amounts included in any invoice or prior payment made which determined by HCA not to constitute allowable costs on the basis of audits, reviews, or monitoring of this agreement. h. Citizenship/Alien Verification/Determination: The Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA) of 1996 (PL 104-193) states that federal public benefits should be made available only to U.S. citizens and qualified aliens. Entities that offer a service defined as a "federal public benefit" must make a citizenship/qualified alien determination/ verification of applicants at the time of application as part of the eligibility criteria. Non -US citizens and unqualified aliens are not eligible to receive the services. PL 104-193 also includes specific reporting requirements. i. Federal Compliance: The sub-awardee shall comply with all applicable State and Federal statutes, laws, rules, and regulations in the performance of this agreement, whether included specifically in this agreement or not. Civil Rights and Non -Discrimination Obligations During the performance of this agreement, the Contractor shall comply with all current and future federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of 1964 (PL 88-352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1683 and 1685-1686), section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101- 6107), the Drug Abuse Office and Treatment Act of 1972 (PL 92-255), the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290dd-3 and 290ee-3), Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), and the Americans with Disability Act (42 U.S.C., Section 12101 et seq.) http://www.hhs.gov/ocr/civilrights HCA Federal Compliance Contact Information Federal Grants and Budget Specialist Health Care Policy Washington State Health Care Authority Post Office Box 42710 Olympia, Washington 98504-2710 II. CIRCULARS `COMPLIANCE MATRIX' - The following compliance matrix identifies the OMB Circulars that contain the requirements which govern expenditure of federal funds. These requirements apply to the Washington State Health Care Authority (HCA), as the primary recipient of federal funds and then follow the funds to the sub-awardee, listed on page one (1) of this contract. The federal Circulars which provide the applicable administrative requirements, cost principles and audit requirements are identified by sub-awardee organization type. Washington State Page 16 of 36 Health Care Authority OMB CIRCULAR ENTITY TYPE ADMINISTRATIVE I COST AUDIT REQUIREMENTS REQUIREMENTS PRINCIPLES State. Local and Indian Tribal OMB Super Circular 2 CFR 200.501 and 45 CFR 75.501 Governments and Governmental Hospitals Non -Profit Organizations and Non -Profit Hospitals Washington State Page 16 of 36 Health Care Authority Colleges or Universities and Affiliated Hospitals For -Profit Organizations Definitions: "Sub -recipient"; means the legal entity to which a sub -award is made and which is accountable to the State for the use of the funds provided in carrying out a portion of the State's programmatic effort under a sponsored project. The term may include institutions of higher education, for-profit corporations or non -U.S. Based entities. "Sub -award and Sub -grant' are used interchangeably and mean a lower tier award of financial support from a prime awardee (e.g., Washington State Health Care Authority) to a Sub -recipient for the performance of a substantive portion of the program. These requirements do not apply to the procurement of goods and services for the benefit of the Washington State Health Care Authority. IV. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part) agreements administered by the Washington State Health Care Authority. CERTIFICATIONS 1. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals: a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; b) have not within a 3 -year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; d) have not within a 3 -year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. Should the contractor not be able to provide this certification, an explanation as to why should be placed after the assurances page in the contract. The contractor agrees by signing this contract that it will include, without modification, the clause titled "Certification Regarding Debarment, Suspension, In eligibility, and Voluntary Exclusion --Lower Tier Covered Transactions" in all lower tier covered transactions (i.e., transactions with sub -grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFR Part 76. 2. CERTIFICATION REGARDING DRUG- FREE WORKPLACE REQUIREMENTS The undersigned (authorized official signing for the contracting organization) certifies that the contractor will, or will continue to, provide a drug- free workplace in accordance with 45 CFR Part 76 by: c) are not presently indicted or otherwise criminally or civilly charged by a a) Publishing a statement notifying employees governmental entity (Federal, State, or local) that the unlawful manufacture, distribution, with commission of any of the offenses dispensing, possession or use of a controlled enumerated in paragraph (b) of this substance is prohibited in the grantee's certification; and workplace and specifying the actions that will Washington State Page 17 of 36 Health Care Authority be taken against employees for violation of such prohibition; b) Establishing an ongoing drug-free awareness program to inform employees about (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c) Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by paragraph (a) above; d) Notifying the employee in the statement required by paragraph (a), above, that, as a condition of employment under the contract, the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e) Notifying the agency in writing within ten calendar days after receiving notice under paragraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every contract officer or other designee on whose contract activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d) (2), with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). For purposes of paragraph (e) regarding agency notification of criminal drug convictions, Authority has designated the following central point for receipt of such notices: Legal Services Manager WA State Health Care Authority PO Box 42700 Olympia, WA 98504-2700 3. CERTIFICATION REGARDING LOBBYING Title 31, United States Code, Section 1352, entitled "Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions," generally prohibits recipients of Federal grants and cooperative agreements from using Federal (appropriated) funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with a SPECIFIC grant or cooperative agreement. Section 1352 also requires that each person who requests or receives a Federal grant or cooperative agreement must disclose lobbying undertaken with non -Federal (nonappropriated) funds. These requirements apply to grants and cooperative agreements EXCEEDING $100,000 in total costs (45 CFR Part 93). The undersigned (authorized official signing for the contracting organization) certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Washington State Page 18 of 36 Health Care Authority Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (If needed, Standard Form - LLL, "Disclosure of Lobbying Activities," its instructions, and continuation sheet are included at the end of this application form.) (3) The undersigned shall require that the language of this certification be included in the award documents for all subcontracts at all tiers (including subcontracts, subcontracts, and contracts under grants, loans and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 4. CERTIFICATION REGARDING PROGRAM FRAUD CIVIL REMEDIES ACT (PFCRA) The undersigned (authorized official signing for the contracting organization) certifies that the statements herein are true, complete, and accurate to the best of his or her knowledge, and that he or she is aware that any false, fictitious, or fraudulent statements or claims may subject him or her to criminal, civil, or administrative penalties. The undersigned agrees that the contracting organization will comply with the Public Health Service terms and conditions of award if a contract is awarded. 5. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE Public Law 103-227, also known as the Pro - Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments, by Federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such Federal funds. The law does not apply to children's services provided in private residence, portions of facilities used for inpatient drug or alcohol treatment, service providers whose sole source of applicable Federal funds is Medicare or Medicaid, or facilities where WIC coupons are redeemed. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity. By signing the certification, the undersigned certifies that the contracting organization will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. The contracting organization agrees that it will require that the language of this certification be included in any subcontracts which contain provisions for children's services and that all sub - recipients shall certify accordingly. The Public Health Services strongly encourages all recipients to provide a smoke-free workplace and promote the non- use of tobacco products. This is consistent with the PHS mission to protect and advance the physical and mental health of the American people. 6. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND Washington State Page 19 of 36 Health Care Authority 1) 2) 3) 4) 5) 6) OTHER RESPONSIBILITY MATTERS INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective contractor is providing the certification set out below. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective contractor shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective contractor to furnish a certification or an explanation shall disqualify such person from participation in this transaction. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default. The prospective contractor shall provide immediate written notice to the department or agency to whom this contract is submitted if at any time the prospective contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the person to whom this contract is submitted for assistance in obtaining a copy of those regulations. The prospective contractor agrees by submitting this contract that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by Authority. 7) The prospective contractor further agrees by submitting this contract that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered Transaction," provided by HHS, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non -procurement List (of excluded parties). 9) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10) Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, Authority may terminate this transaction for cause or default. 7. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS -- PRIMARY COVERED TRANSACTIONS 1) The prospective contractor certifies to the best of its knowledge and belief, that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; Washington State Page 20 of 36 Health Care Authority b) Have not within a three-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d) Have not within a three-year period preceding this contract had one or more public transactions (Federal, State or local) terminated for cause or default. 2) Where the prospective contractor is unable to certify to any of the statements in this certification, such prospective contractor shall attach an explanation to this proposal. Washington State Page 21 of 36 Health Care Authority CONTRACTOR SIGNATURE REQUIRED SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE Please also print or type name: ORGANIZATION NAME: (if applicable) DATE Washington State Page 22 of 36 Health Care Authority Attachment 3 Business Associates Agreement This BUSINESS ASSOCIATE AGREEMENT is made between the Contractor listed on page one (Business Associate) and the Washington State Health Care Authority (HCA). This agreement does not expire or automatically terminate except as stated in Section 5. Business Associate is or may be a "Business Associate" of HCA as defined in the HIPAA Rules. If there is a conflict between the provisions of this Agreement and provisions of other contracts, this Agreement controls; otherwise, the provisions in this Agreement do not replace any provisions of any other contracts. If the other Contract is terminated, this Agreement nonetheless continues in effect. This Business Associate Agreement supersedes any existing Business Associate Agreement the Business Associate may have with HCA. It also supersedes any "business associate" section in an underlying Contract. Definitions 1.1 ACCESS ATTEMPTS Information systems are the frequent target of probes, scans, "pings," and other activities that may or may not indicate threats, whose sources may be difficult or impossible to identify, and whose motives are unknown, and which do not result in access or risk to any information system or PHI. Those activities are "access attempts." 1.2 DAY "Day" means business days observed by Washington State government. 1.3 CATCH-ALL DEFINITIONS The following terms used in this Agreement have the same meaning as those terms in the HIPAA Rules: Breach, Business Associate, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Secretary, Security Incident, Unsecured Protected Health Information (PHI), and Use. 1.4 CLIENTS OR INDIVIDUALS "Clients" or "individuals" are people who have health or other coverage or benefits from or through HCA. They include Medicaid clients, Public Employees Benefits Board subscribers and enrollees, and others. 1.5 CONTRACT OR UNDERLYING CONTRACT "Contract" or "underlying contract" means all agreements between Business Associate and HCA under which Business Associate is a "business associate" as defined in the Security or Privacy Rules. The terms apply whether there is one such agreement or more than one, and if there is Washington State Page 23 of 36 Health Care Authority more than one the terms include them all even though a singular form is used except as otherwise specified. The terms include agreements now in effect and agreements that become effective after the effective date of this Agreement. 1.6 EFFECTIVE DATE "Effective Date" means the date of the signature with the latest date affixed to the Agreement. 1.7 HIPAA RULES; SECURITY, BREACH NOTIFICATION, AND PRIVACY RULES "HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164, as now in effect and as modified from time to time. In part 164 of title 45 CFR, the "Security Rule" is subpart C (beginning with §164.302), the "Breach Notification Rule" is subpart D (beginning with § 164.400), and the "Privacy Rule" is subpart E (beginning with § 164.500). 1.8 PROTECTED HEALTH INFORMATION OR PHI "Protected Health Information" has the same meaning as in the HIPAA Rules except that in this Agreement the term includes only information created by Business Associate or any of its contractors, or received from or on behalf of HCA, and relating to Clients. "PHI" means Protected Health Information. 2 Obligations and Activities of Business Associate 2.1 LIMITS Business Associate will not use or disclose PHI other than as permitted or required by the Contract or this Agreement or as required by law. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI on behalf of, or as necessary for purposes of the underlying contract, if such use or disclosure of PHI would not violate the Privacy Rule if done by a Covered Entity and is the minimum necessary. 2.2 SAFEGUARDS Business Associate will use appropriate safeguards, and will comply with the Security Rule with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Contract or this Agreement. Business Associate will store and transfer PHI in encrypted form. 2.3 REPORTING SECURITY INCIDENTS 2.3.1 Business Associate will report security incidents that materially interfere with an information system used in connection with PHI. Business Associate will report those security incidents to HCA within five days of their discovery by Business Associate. If such an incident is also a Breach or may be a Breach, subsection 2.4 applies instead of this provision. 2.3.2 Access Attempts shall be recorded in Business Associate's system logs. Access Washington State Page 24 of 36 Health Care Authority Attempts are not categorically considered unauthorized Use or Disclosure, but Access Attempts do fall under the definition of Security Incident and Business Associate is required to report them to HCA. Since Business Associate's reporting and HCA's review of all records of Access Attempts would be materially burdensome to both parties without necessarily reducing risks to information systems or PHI, the parties agree that Business Associate will review logs and other records of Access Attempts, will investigate events where it is not clear whether or not an apparent Access Attempt was successful, and determine whether an Access Attempt: a. Was in fact a "successful" unauthorized Access to, or unauthorized Use, Disclosure, modification, or destruction of PHI subject to this Agreement, or b. Resulted in material interference with Business Associate's information system used with respect to PHI subject to this Agreement, or c. Caused an unauthorized Use or Disclosure. 2.3.3 Subject to Business Associate's performance as described in 2.3.2., this provision shall serve as Business Associate's notice to HCA that Access Attempts will occur and are anticipated to continue occurring with respect to Business Associate's information systems. HCA acknowledges this notification, and Business Associate is not required to provide further notification of Access Attempts unless they are successful as described in Section 2.3.2. above, in which case Business Associate will report them in accordance with Section 2.3.1 or Section 2.4. 2.4 BREACH NOTIFICATION 2.4.1 "Breach" is defined in the Breach Notification Rule. The time when a Breach is considered to have been discovered is explained in that Rule. HCA, or its designee, is responsible for determining whether an unauthorized Use or Disclosure constitutes a Breach under the Breach Notification Rule, RCW 42.56.590 or RCW 19.255.010, or other law or rule, and for any notification under the Breach Notification Rule, RCW 42.56.590 or RCW 19.255.010, or other law or rule. 2.4.2 Business Associate will notify HCA of any unauthorized use or disclosure and any other possible Breach within five days of discovery. If Business Associate does not have full details at that time, it will report what information it has, and provide full details within 15 days after discovery. The initial report may be oral. Business Associate will give a written report to HCA, however, as soon as possible. To the extent possible, these reports must include the following: a. The identification of each individual whose PHI has been or may have been accessed, acquired, or disclosed; b. The nature of the unauthorized Use or Disclosure, including a brief description of what happened, the date of the event(s), and the date of discovery; c. A description of the types of PHI involved; Washington State Page 25 of 36 Health Care Authority d. The investigative and remedial actions the Business Associate or its subcontractor took or will take to prevent and mitigate harmful effects, and protect against recurrence; e. Any details necessary for a determination of the potential harm to Individuals whose PHI is believed to have been Used or Disclosed and the steps such Individuals should take to protect themselves; and f. Such other information as HCA may reasonably request. 2.4.3 If Business Associate determines that it has or may have an independent notification obligation under any state breach notification laws, Business Associate will promptly notify HCA. In any event, Business Associate will notify HCA of its intent to give any notification under a state breach notification law no fewer than ten business days before giving such notification. 2.4.4 If Business Associate or any subcontractor or agent of Business Associate actually makes or causes, or fails to prevent, a use or disclosure constituting a Breach within the meaning of the Breach Notification Rule, and if notification of that use or disclosure must (in the judgment of HCA) be made under the Breach Notification Rule, or RCW 42.56.590 or RCW 19.255.010, or other law or rule, then: a. HCA may choose to make any notifications to the individuals, to the Secretary, and to the media, or direct Business Associate to make them or any of them. b. In any case, Business Associate will pay the reasonable costs of notification to individuals, media, and governmental agencies and of other actions HCA reasonably considers appropriate to protect clients (such as paying for regular credit watches in some cases), and c. Business Associate will compensate HCA clients for harms caused to them by the Breach or possible Breach described above. 2.4.5 Business Associate's obligations regarding breach notification survive the termination of this Agreement and continue for as long as Business Associate maintains the PHI and for any breach or possible breach at any time. 2.5 SUBCONTRACTORS Business Associate will ensure that any subcontractors or agents that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to protective restrictions, conditions, and requirements at least as strict as those that apply to the Business Associate with respect to that information. Upon request by HCA, Business Associate will identify to HCA all its subcontractors and provide copies of its agreements (including business associate agreements or contracts) with them. The fact that Business Associate subcontracted or otherwise delegated any responsibility to a subcontractor or anyone else does not relieve Business Associate of its responsibilities. Washington State Page 26 of 36 Health Care Authority 2.6 ACCESS Business Associate will make available PHI in a designated record set to the HCA as necessary to satisfy HCA's obligations under 45 CFR § 164.524. Business Associate will give the information to HCA within five days of the request from the individual or HCA, whichever is earlier. If HCA requests, Business Associate will make that information available directly to the individual. If Business Associate receives a request for access directly from the individual, Business Associate will inform HCA of the request within three days, and if requested by HCA it will provide the access in accordance with the HIPAA Rules. 2.7 AMENDING PHI Business Associate will make any amendments to PHI in a designated record set as directed or agreed to by the HCA pursuant to 45 CFR § 164.526, or take other measures requested by HCA to satisfy HCA's obligations under that provision. If Business Associate receives a request for amendment directly from an individual, Business Associate will both acknowledge it and inform HCA within three days, and if HCA so requests act on it within ten days and inform HCA of its actions. 2.8 ACCOUNTING Business Associate will maintain and make available to HCA the information required to provide an accounting of disclosures as necessary to satisfy HCA's obligations under 45 CFR § 164.528. If Business Associate receives an individual's request for an accounting, it will either provide the accounting as required by the Privacy Rule or, at its option, pass the request on to HCA within ten days after receiving it. 2.9 OBLIGATIONS To the extent the Business Associate is to carry out one or more of HCA's obligations under the Privacy Rule, it will comply with the requirements of that rule that apply to HCA in the performance of such obligations. 2.10 BOOKS, ETC. Business Associate will make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules. 2.11 MITIGATION Business Associate will mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate or any of its agents or subcontractors in violation of the requirements of any of the HIPAA Rules, this Agreement, or the Contract. 2.12 INDEMNIFICATION To the fullest extent permitted by law, Business Associate will indemnify, defend, and hold harmless the State of Washington, HCA, and all officials, agents and employees of the State Washington State Page 27 of 36 Health Care Authority from and against all claims of any kind arising out of or resulting from the performance of this Agreement, including Breach or violation of HIPAA Rules. 3 Permitted Uses and Disclosures by Business Associate 3.1 LIMITED USE AND DISCLOSURE Except as provided in this Section 3, Business Associate may use or disclose PHI only as necessary to perform the services set forth in the Contract. 3.2 GENERAL LIMITATION Business Associate will not use or disclose PHI in a manner that would violate the Privacy Rule if done by HCA. 3.3 REQUIRED BY LAW Business Associate may use or disclose PHI as required by law. 3.4 DE -IDENTIFYING Business Associate may de -identified PHI in accordance with 45 CFR § 164.514(a) -(c). 3.5 MINIMUM NECESSARY Business Associate will make uses and disclosures of only the minimum necessary PHI, and will request only the minimum necessary PHI. 3.6 DISCLOSURE FOR MANAGEMENT AND ADMINISTRATION OF BUSINESS ASSOCIATE 3.6.1 Subject to subsection 3.6.2, 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. 3.6.2 The disclosures mentioned in subsection 3.6.1 above are permitted only if either: a. The disclosures are required by law, or b. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and that the person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 3.7 AGGREGATION Business Associate may use PHI to provide data aggregation services relating to the health care operations of the HCA, if those services are part of the Contract. Washington State Page 28 of 36 Health Care Authority 4 Activities of HCA 4.1 NOTICE OF PRIVACY PRACTICES HCA will provide a copy of its current notice of privacy practices under the Privacy Rule to Business Associate on request. HCA will also provide any revised versions of that notice by posting on its website, and will send it on request. 4.2 CHANGES IN PERMISSIONS HCA will notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 4.3 RESTRICTIONS HCA will notify Business Associate of any restriction on the use or disclosure of PHI that HCA has agreed to or is required to abide by under 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. Business Associate will comply with any such restriction. 5 Term and Termination 5.1 TERM 5.1.1 This Agreement is effective as of the earliest of: a. The first date on which Business Associate receives or creates PHI subject to this Agreement, or b. The effective date of the Contract, or if there is more than one Contract then the effective date of the first one to be signed by both parties. 5.1.2 This Agreement continues in effect until the earlier of: a. Termination of the provision of Services under the Contract or, if there is more than one Contract, under the last of the Contracts under which services are terminated, b. The termination of this Agreement as provided below, or c. The written agreement of the parties. 5.2 TERMINATION FOR CAUSE HCA may terminate this Agreement and the Contract (or either of them), if HCA determines Business Associate has violated a material term of the Agreement. The termination will be effective as of the date stated in the notice of termination. Washington State Page 29 of 36 Health Care Authority 5.3 OBLIGATIONS OF BUSINESS ASSOCIATE UPON TERMINATION The obligations of the Business Associate under this subsection 5.3 survive the termination of the Agreement. Upon termination of this Agreement for any reason, Business Associate will: 5.3.1 Retain only that PHI that is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; 5.3.2 Return to HCA or, if agreed to by HCA, destroy the PHI that the Business Associate and any subcontractor of Business Associate still has in any form (for purposes of this subsection 5.3, to destroy PHI is to render it unusable, unreadable, or indecipherable to the extent necessary to establish it is not Unsecured PHI, and Business Associate will provide HCA with appropriate evidence of destruction within ten days of the destruction); 5.3.3 Continue to use appropriate safeguards and comply with the Security Rule with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Agreement, for as long as Business Associate retains any of the PHI (for purposes of this subsection 5.3, If the PHI is destroyed it shall be rendered unusable, unreadable or indecipherable to the extent necessary to establish it is not Unsecured PHI. Business Associate will provide HCA with appropriate evidence of destruction); 5.3.4 Not use or disclose any PHI retained by Business Associate other than for the purposes for which the PHI was retained and subject to the same conditions that applied before termination; 5.3.5 Return to HCA, or, if agreed to by HCA, destroy, the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities; and 5.3.6 Business Associate's obligations relating to providing information to the Secretary and other government survive the termination of this Agreement for any reason. 5.4 SUCCESSOR Nothing in this Agreement limits the obligations of Business Associate under the Contract regarding giving data to HCA or to a successor Business Associate after termination of the Contract. 6 Miscellaneous 6.1 AMENDMENT The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. 6.2 INTERPRETATION Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. Washington State Page 30 of 36 Health Care Authority 6.3 HCA CONTACT FOR REPORTING AND NOTIFICATION REQUIREMENTS Business Associate will address all reporting and notification communications required in this Agreement to: HCA Privacy Officer Washington State Health Care Authority 626 8th Avenue SE PO Box 42700 Olympia, WA 98504-2700 Telephone: 360-725-1116 E-mail: PrivacyOfficer@hca.wa.gov Washington State Page 31 of 36 Health Care Authority Schedule A Statement of Work Performance Work Statement. Agency Baseline Fidelity Review. The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below in option #1 or option #2: ® Option # 1 Participate in a fidelity review of existing FCS PSH or SE services; by assigning two (2) of its individuals to participate in two (2) fidelity reviews being conducted for purposes of learning the principles of EBP associated with PSH or SE services that are provided. $5,000 per individual staff, for a total of $10,000. ❑ Option # 2 Participate in an internal fidelity review; by agreeing to host a two (2) day review lead by state fidelity reviewer and team of individuals from other regions across Washington. In addition, assign a minimum of one (1) individual staff to participate in at least one (1) fidelity review for purposes of learning the principles of EBP associated with PSH or SE services that are provided. $10,000 per individual staff, for a total of $10,000. 2. Consideration. Total consideration payable to Contractor for satisfactory performance of the work under this contract is a maximum of $10,000, including any and all expenses, and shall be based on upon receipt and acceptance of reports and documents established in the Deliverables and Payment Chart, below. Agencies can only participate in either option # 1 or # 2 (as identified above) and either supported employment or supportive housing fidelity deliverable activity not both. Deliverable Due Date Maximum Payment Option #1: 12/31/2019 Two (2) at $5,000 Participate in a fidelity review of existing FCS each for a total of PSH or SE services: $10,000 • Participate in pre -planning call(s) for the fidelity review • Travel to other agencies (Travel coordination will occur within your own organization and is part of the Washington State Page 32 of 36 Health Care Authority reimbursement costs associated with this project) • Developing recommendations for the improvement of SE/SH services • Provide consensus input on scoring • Assisting in report writing. Option #2 12/31/2019 One (1) at Participate in an internal fidelity review: $10,000 for a total of $10,000 • Participate in a pre -planning call(s) for the fidelity review • Schedule interviews with personnel, consumers and key stakeholders pertinent to the fidelity review • Provide a schedule with interview names to state trainer at least two weeks prior to the review • Provide agency materials that support the components of the fidelity review at least two weeks prior to the fidelity review. • In addition, assige one (1) individual staff to participate in one (1) fidelity review for purposes of learning the principles of EBP associated with PSH or SE services that are provided. TOTAL for Option #1 or Option #2 $10,000 3. SAMHSA Award Terms. 3.1 This grant is subject to the terms and conditions, included directly, or incorporated by reference on the Notice of Award (NoA). 3.2 Grant funds cannot be used to supplant current funding of existing activities. 3.3 By law, none of the funds awarded can be used to pay the salary of an individual at a rate in excess of the Executive Level 1, which is $199,700 annually. 3.4 Awardees and sub -recipients must maintain records which adequately identify the source and application of funds provided for financially assisted activities. These records must contain information pertaining to grant or sub -grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures, and income. SAMHSA or its designee may Washington State Page 33 of 36 Health Care Authority conduct a financial compliance audit and on-site program review of grants with significant amounts of Federal funding. 3.5 Per 45 CFR 74.36 and 45 CFR 92.34 and the HHS Grants Policy Statement, any copyrighted or copyrightable works developed under this cooperative agreement/grant shall be subject to royalty-free, nonexclusive and irrevocable license to the government to reproduce, publish, or otherwise use them and to authorize others to do so for General Government purposes. Income earned from any copyrightable work developed under this grant must be used as program income. 3.6 Program income accrued under this award must be used in accordance with the additional costs alternative described in 45 CFR 74.24(b)(1) or 45 CFR 92.25(g)(2) as applicable. Program income must be used to further the grant objectives and shall only be used for allowable costs as set forth in the applicable OMB circulars A-102 and A-110. 3.7 No part of any appropriation contained in this Act shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the Congress, except in presentation to the Congress itself or any State legislature. 3.8 No part of any appropriation contained in this Act shall be used to pay the salary or expenses of any grant or contract recipient, or agency acting for such recipient, related to any activity designed to influence legislation or appropriations pending before the Congress or any State legislature. 3.9 Where a conference is funded by a grant or cooperative agreement the recipient must include the following statement on all conference materials (including promotional materials, agenda, and internet sites): "Funding for this conference was made possible (in part) by Grant H79SM061705 from SAMHSA. The views expressed in written conference materials or publications and by speakers and moderators do not necessarily reflect the official policies of the Department of Health and Human Services; nor does mention of trade names, commercial practices, or organizations imply endorsement by the U.S. Government." 3.10 If federal funds are used by the Contractor to attend a meeting, conference, etc. and meal(s) are provided as part of the program, then the per diem applied to the Federal travel costs (M&IE allowance) must be reduced by the allotted meal cost(s). 4. MHBG Funding Requirements and Limitations. 4.1 The Contractor shall comply with the utilization Funding Agreement guidelines within the State's most recent MHBG plan, as referenced herein, and which was provided to Contractor prior to Washington State Page 34 of 36 Health Care Authority commencement of services under this Agreement. Contractor agrees to comply with Title V, Section 1913 of the Public Health Service Act [42 U.S.C. 300x-1 et seq.]. 4.2 The Contractor shall not use MHBG Funds for the following: 4.2.1 Services and programs that are covered under the capitation rate for Medicaid -covered services to Medicaid enrollees. 4.2.2 The Contractor's administrative costs associated with salaries and benefits at the Contractor's organizational level. 4.2.3 Inpatient mental health services. 4.2.4 Construction and/or renovation. 4.2.5 Capital assets or the accumulation of operating reserve accounts. 4.2.6 Equipment costs over $5,000. 4.2.7 Cash payments to Consumers. 4.2.8 State match for other federal funds. 5. Subcontracts and Subcontract Monitoring. 5.1 All activities and services performed pursuant to this Agreement, which are not performed directly by the Contractor, must be subcontracted in accordance with the terms set forth under this Agreement. 5.2 MHBG funds may not be used to pay for services provided prior to the execution of subcontracts, or to pay in advance of service delivery. All subcontracts and amendments must be in writing and executed by both parties prior to any services being provided. 5.3 MHBG fee-for-service, set rate, performance-based, cost reimbursement, and lump sum subcontracts shall be based on reasonable costs. 5.4 The Contractor shall retain, on site, all subcontracts. Upon request by the Department, Contractor will immediately make available any and all copies, versions, including all amendments of subcontracts. 5.5 The Contractor must obtain prior approval before entering into any subcontracting arrangement. In addition, the Contractor shall submit to the HCA Program Manager identified on Page 1 of the contract at least one of the following for review and approval purposes: 5.5.1 Copy of the proposed subcontract to ensure it meets all HCA requirements; or 5.5.2 Copy of the contractor's standard contract template to ensure it meets all requirements and approve only subcontracts entered into using that template; or Washington State Page 35 of 36 Health Care Authority 5.5.3 Certify in writing that the subcontractor meets all requirements under the contract and that the subcontract contains all required language under the contract, including any data security, confidentiality and/or Business Associate language, as appropriate. 5.6 The Contractor shall ensure that its subcontractors receive an independent audit if the subcontractor expends a total of $750,000 or more in federal awards from any and/or all sources in any fiscal year. Contractor shall require all subcontractors to submit to Contractor 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 within 10 days of audit reports being completed and received by subcontractors. Contractor shall follow up any corrective actions for all subcontractor audit findings in accordance with 2 CFR Part 200, Subpart F. Contractor shall retain documentation of all subcontractor monitoring activities; and, upon request by the Department, shall immediately make all audits and/or monitoring documentation available to the Department. 5.7 The Contractor shall conduct and/or make arrangements for an annual fiscal review of each subcontractor receiving MHBG funds through fee-for-service, set rate, performance-based or cost reimbursement subcontracts; and, shall provide the department documentation of these annual fiscal reviews upon request. The annual fiscal review shall ensure: 5.7.1 Expenditures are accounted for by revenue source. 5.7.2 No expenditures were made for items identified in Section 4 of this Agreement. 5.7.3 Expenditures are made only for the purposes stated in this Agreement, and that services were actually provided. Washington State Page 36 of 36 Health Care Authority