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HomeMy WebLinkAboutCAG2020-151 - Original - Ideal Option PLLC - Inmate Medicated Assisted Treatment Program - 06/01/2020ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: o Director or Designee o Mayor Date of Council Approval: Budget Account Number: Budget? o Yes o No Grant? o Yes o No Type:Review/Signatures/RoutingDate Received by City Attorney:Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? o Yes o No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? o Yes o No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Ideal Option 1 Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is effective June 1, 2020 and made between the City of Kent (hereinafter "City") and Ideal Option PLLC, a Washington professional limited liability company with its principal offices at 5615 Dunbarton Ave, Pasco, WA 99301 (hereinafter "Ideal Option"). City and Ideal Option are sometimes referred to in this Agreement individually as "Party'' or, collectively, as the "Parties." WHEREAS, City desires to initiate and maintain Medication Assisted Treatment ("MAT”), as described below, within its Corrections Facility, and WHEREAS, Ideal Option is an addiction medicine practice that affirms it is qualified, experienced, knowledgeable, available and willing to participate in the treatment and to provide the services set forth in this Agreement; and WHEREAS, City wishes to contract with Ideal Option to provide MAT within its Corrections Facility; NOW, THEREFORE, in consideration of the mutual promises contained in and the mutual benefits contemplated by this Agreement, City and Ideal Option agree as follows: 1. Services. Ideal Option, through its qualified employees, shall provide the services and deliverables set forth in Exhibit A, attached hereto and incorporated herein ("Services"). In performing the Services, Ideal Option expressly agrees as follows: (a) the City is authorized to conduct an inspection of any and all facilities utilized by Ideal Option in performing the Services; (b) that Ideal Option shall perform background checks on its employees and independent contractors used to perform the services in sufficient detail as determined by the City; (c) that Ideal Option warrants it is not and has never been debarred or suspended by any state or the federal government; (d) that Ideal Option shall provide City with a Qualified Service Organization/Business Associate Agreement, in a form acceptable to the City (Exhibit C), as may be required to comply with the requirements of the Health Insurance Portability and Accountability Act ("HIPAA") and 42 CFR Part 2; (e) that Ideal Option will protect Confidential Information and restrict the providing and sharing of data as the law and this Agreement may require; and (f) Ideal Option shall cooperate with the City and the City’s contractors to establish and follow procedures and protocols for the administration of Services. In the event there is any conflict between the terms in Exhibit A and the terms in this Agreement, the terms in this Agreement shall govern. 2. Definitions. The definitions below have the following meanings as used in this Agreement and attached exhibits. 2.1. "Confidential Information" means information that may be exempt from disclosure to the public or other unauthorized persons under chapter 42.56 RCW, chapter 70.02 RCW, chapter 70.48 RCW, or other state or federal statutes or regulations, including HIPAA and 42 CFR Part 2. Confidential Information includes, but is not limited to protected health information as defined below; 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, source code or object code, or City, or State security information. 2.2. “Medication Assisted Treatment" or "MAT" means the use of FDA- approved opioid agonist medication (e.g. buprenorphine products including Ideal Option 2 Professional Services Agreement , buprenorphine/naloxone combination formulations and buprenorphine mono-product formulations) for the maintenance treatment of opioid use disorder and the use of opioid antagonist medication (e.g., naltrexone products including extended-release and oral formulations) to prevent relapse to opioid use. 2.3. “Protected Health Information” means that term as defined in the HIPAA rules, and any information that would identify or otherwise relate to a patient receiving treatment for Substance Use Disorder at Covered Entity. 3. City's Obligations Under This Agreement. City shall be responsible for the following: 3.1. Providing a safe therapeutic environment in which Ideal Option personnel are able to provide MAT services on a regular basis, including execution of a Qualified Service Organization/Business Agreement with Ideal Option in order to protect confidential information (Exhibit C). 3.2. Providing, at no cost to Ideal Option, internet connectivity necessary to perform duties of this Agreement. 3.3. Ensuring policies and procedures are in place to mitigate medication diversion with respect to City personnel. 3.4. Ensuring policies and procedures are in place to support MAT program participants in seeking post-release treatment. 3.5. Providing adequate Command Staff to support MAT program and coordinate with the City’s contracted medical provider during MAT program hours of operation (see Exhibit B). 3.6. Providing Ideal Option with a list of MAT Program screened participants prior to MAT program hours of operation (see Exhibit B). Screening will be done by the City’s contracted medical provider. 3.7. Providing Ideal Option with a secure space for Subutex inventory storage. 3.8. Assigning a Contract Manager who shall have ultimate responsibility and final authority for the administration of this Agreement and who shall be the principal point of contact for Ideal Option for all business matters, performance matters, and administrative activities. 4. Compensation. For Services provided under this Agreement, City shall pay Ideal Option pursuant to Exhibit B, attached hereto and incorporated herein, subject to the following: 4.1. Upon receipt of a monthly invoice, monthly MAT Program Enrollment and Services Report and pharmaceutical vendor invoice, Ideal Option shall be paid the amounts indicated in Exhibit B, which is attached hereto and made a part hereof. 4.2. The monthly MAT Program Enrollment and Services Report is provided for in Exhibit A and is due by the tenth business day of the month following the month in which services were provided, starting July 10, 2020. Ideal Option 3 Professional Services Agreement 4.3. Monthly payments shall be made within thirty (30) days following: 4.3.1. City's receipt of both Ideal Option's invoice and its monthly enrollment and services report and pharmaceutical vendor invoice, whichever is received later. Such invoices must describe and document a description of the work performed. 4.3.2. All invoices will be reviewed by City's contract manager or his/her designee prior to payment. Invoices shall be sent to: City of Kent Corrections Facility Attn: Accounts Payable 1230 Central Ave S Kent, WA, 98032 4.4. Day-to-day expenses related to performance under this Agreement, including but not limited to travel, lodging, meals, and incidentals, will not be reimbursed to Ideal Option. 5. Events of Default. In the event Ideal Option is in default under this Agreement (e.g. fails to deliver Services as stated in Exhibit A with adequate opportunity to correct any failures), City shall have no further obligation to make any payment except for Services already performed by Ideal Option in accordance with the terms of this Agreement. Ideal Option shall immediately repay to City any amounts prepaid to it by City, but unearned by Ideal Option hereunder. In the event that any amount due from the City is more than sixty (60) days past due or if the number of released inmates seeking MAT Services at Ideal Option clinics doesn’t meet Ideal Option’s expectations, Ideal Option may suspend services and/or terminate this Agreement. 6. Term; Termination. The term of this Agreement shall commence on June 1, 2020 (the "Effective Date"), and shall continue for a one year period, unless sooner terminated pursuant to the provisions set out below. This Agreement may be terminated in the following events: 6.1. Mutual written agreement of Ideal Option and City. 6.2. Immediately, at City's option, upon Ideal Option's refusal or inability to perform the terms of this Agreement, or dissolution of Ideal Option. 6.3. On ten (10) days written notice in the event of any material breach of this Agreement, and the failure of the Party in breach to remedy such breach within five (5) days after receiving written notice of the existence of the breach. 6.4. Upon sixty (60) days advance written notice, with or without cause. 6.5. Immediately on written notice for cause, which shall include the institution of proceedings against Ideal Option that could lead to conviction of any of its officers of a crime or Ideal Option's engaging in actions jeopardizing the health and safety of patients. 6.6. Immediately, by either Party, if the other Party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, which is not dismissed within sixty (60) days, makes or seeks to make a general assignment Ideal Option 4 Professional Services Agreement for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. 6.7. In the event of termination for whatever reason, City shall be liable only for payment in accordance with the terms of this Agreement for Services rendered prior to the effective date of termination. 7. Independent Contractor. Ideal Option is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship between City and Ideal Option, between City and Ideal Option employees, or to create a relationship of joint ventures, partners, or any relationship other than one of independent parties contracting for their own benefit. City shall have no right or power to control or direct the manner or method by which Ideal Option fulfills its obligations under this Agreement, except as set forth herein Ideal Option shall be fully responsible to ensure that all services provided by it under this Agreement are rendered in a manner consistent with the standards governing such services and in accordance with reasonable standards of care. · 8. Insurance. Ideal Option shall at its sole expense, maintain in effect at all times during the performance of work, insurance coverage with limits not less than those set forth below and issued by an insurance company or companies permitted to do business in the state of Washington: 8.1. Commercial General Liability Insurance. Including limited contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $3 million per occurrence/$5 million general aggregate. This limit requirement may be fulfilled by a combination of the general liability and excess liability policies. 8.2. Business Automobile Liability. In the event that Services delivered under this Agreement involve the use of vehicles, either owned, hired, or non-owned by Ideal Option, automobile liability insurance is required covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability. The minimum limit for automobile liability is $1,000,000, a Combined Single Limit for bodily injury and property damage. 8.3. Professional Liability Errors and Omissions. A policy with coverage of not less than $3 million per claim/$6 million general aggregate. This limit requirement may be fulfilled by a combination of the professional liability and excess liability policies. 8.4. Privacy Breach Response Insurance. Ideal Option must maintain insurance during the term of this Agreement and for three (3) years following its termination, to cover any and all costs incurred in connection with the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of the Confidential Information including: 8.4.1. Computer forensics assistance to assess the impact of the breach, determine root cause, and help determine whether and the extent to which notification must be provided to comply with HIPPA breach notification requirements. 8.4.2. Notification and call center services for individuals affected by a breach. Ideal Option 5 Professional Services Agreement 8.4.3. Breach resolution and mitigation services for affected individuals, including fraud prevention, credit monitoring and identity theft assistance. 8.4.4. Regulatory defense, fines and penalties from any claim in the form of a regulatory proceeding resulting from a violation of any applicable privacy or security law(s) or regulation(s). 8.5. Ideal Option will at all relevant times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. 8.6. All policies must be primary to any other valid and collectable insurance. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Agreement. Ideal Option must provide written notice of such to City. Failure to buy and maintain the required insurance may, at City's option, result in termination of this Agreement. Ideal Option must submit to City a certificate of insurance that outlines the coverage and limits defined in this Insurance section as of the date of this Agreement. Ideal Option will add the City of Kent as an Additional Insured (in the form of an Endorsement) to the General Liability policy maintained by Ideal Option. The endorsement shall be included with the Certificate of Insurance as attachments to this Agreement. 10. Criminal Background Screening. Ideal Option shall ensure completion of a criminal history background check pursuant to RCW 43.43.832, RCW 43.43.834, RCW 43.20A.710 and Chapter 388-06 WAC, or its successor, for all current and prospective employees, volunteers, and subcontractors, who may have unsupervised access to children or vulnerable adults under this Agreement. Ideal Option shall assist in obtaining additional state or national criminal history and/or child abuse/neglect history, if requested by City. Ideal Option understands that the City will conduct a criminal background check on all individuals prior to their admittance into the jail facility. Ideal Option shall ensure that no employee, volunteer or subcontractor, including those provisionally hired pursuant to RCW 43.43.832(7) has unsupervised access to children or vulnerable adults service under this Agreement until a full and satisfactory background check is completed and documentation qualifying the individual for unsupervised access is returned to Ideal Option. 11. Warranty. Ideal Option expressly warrants to City that all services provided under this Agreement will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar circumstances and all materials and equipment furnished under this Agreement, if any, will be new, unless otherwise specified, and of good quality, free from all faults and defects and in conformance with requirements of this Agreement. Services not conforming to these requirements may be considered defective. If, within ninety (90) days of completion of the Services or such longer time period as may be prescribed by law or by the terms of any special warranty set forth in this Agreement, Services are found to be defective or not in accordance with the Agreement, Ideal Option shall correct it promptly after receipt of notice from City to do so. 12. Indemnification/Duty to Cooperate. Ideal Option shall defend, indemnify and hold City, its directors, officers, agents, and employees harmless from and against any and all claims, actions, suits, liabilities, losses, expenses, damages, and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability, or death to persons or damage to property or business, arising in Ideal Option 6 Professional Services Agreement connection with the work performed under this Contract, or caused or occasioned in whole or in part by reason of the presence of Ideal Option or its subcontractors or their property upon or in the proximity of the property of the City, except for injuries and damages caused by the sole negligence of the City. Without limiting the generality of the foregoing, Ideal Option shall indemnify, defend and hold harmless City from allegations that City is vicariously liable for negligent acts of Ideal Option. Ideal Option specifically and expressly waives its immunity and limitation of liability under any industrial insurance, RCW 51, or other employee benefit act of any jurisdiction that otherwise would be applicable in the defense of such claim, and Ideal Option acknowledges that this waiver was mutually negotiated in accordance with RCW 4.24.115. In the event of an incident involving the performance of Services that could lead to a potential liability, Ideal Option agrees to work cooperatively with City in its investigation and mitigation efforts and Ideal Option shall make its employees available to City immediately. Ideal Option shall not take any action to obstruct City's investigation efforts. A breach of this Section shall be a material breach of the Agreement giving City the right, at its option, to terminate the Agreement. 13. Change in Status. In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Ideal Option will notify City of the change. Ideal Option must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect. 14. Confidential Information Protection. 14.1. Ideal Option acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of Confidential Information. Ideal Option agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees or subcontractors requiring such information for the purposes of carrying out this Agreement and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without City’s express written consent or as provided by law. Ideal Option agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. 14.2. City reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Ideal Option through this Agreement. 14.3. Violation of this section by Ideal Option may result in termination of this Agreement and demand for return of all Confidential Information, monetary damages, or penalties. 15. Ownership of Proprietary Information. City agrees that Ideal Option is and shall remain the exclusive owner of the Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein as defined in RCW 42.56.270. No license or conveyance of any such rights to City or any other person or entity is granted or implied under this Agreement. The City is a public agency subject to the Washington State Public Records Act, Ch. 42.56 RCW. Records and information provided to or otherwise used by the City may be subject to a request submitted under the state Public Records Act. If a request is received for records Ideal Options has identified as confidential, proprietary, or protected trade secret material, the City will use its best efforts to provide Ideal Options with notice of the request in accordance with RCW 42.56.540 and a reasonable time within which for Ideal Option to file for an injunction to prohibit the City’s disclosure of the requested record. Ideal Option 7 Professional Services Agreement 16. Equal Employment Opportunity Obligations. During the performance of this Agreement, Ideal Option will not discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual preference, marital status, age, national origin, physical or mental handicap, disabled veteran or veteran status or any other reason prohibited by law. 17. Debarment/ Sanctions List. Ideal Option represents and warrants to City that Ideal Option and all personnel providing services to City under this Agreement, as applicable, have not been placed on the sanctions list issued by the Office of the Inspector General of the Department of Health and Human Services pursuant to the provisions of 42 U.S.C. § 1320a(7), have not been excluded from government contracts by the General Services Administration ("GSA") and have not been convicted of a felony or any crime relating to healthcare. 18. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior contracts, agreements, understandings, and discussions, whether oral or written. Ideal Option acknowledges that it has relied solely on the covenants and representations set forth in this Agreement and no others. This Agreement may only be modified by a written document signed by the Party against whom enforcement is sought. No waiver of any provision of this Agreement shall be valid unless in writing and signed by or on behalf of the person waiving such provision, and no such waiver when executed shall constitute a waiver of any further failure to comply fully with this Agreement. 19. Exhibit(s). The following exhibits are incorporated into this Agreement as if set forth fully. In the event of any conflict between the terms of this Agreement and its Exhibits, the terms of the Agreement shall control. Exhibit A- Services Description Exhibit B - Pricing Exhibit C – Qualified Service Organization / Business Associate Agreement 20. Governing Law & Venue, This Agreement shall be governed by and construed under the laws of the State of Washington. In the event of any court action which may be allowed by this Agreement, the venue of such shall be in the Superior Court of King County, Washington, unless the Parties shall otherwise agree. 21. Contact. Each Party shall appoint a Contract Manager to facilitate the Services contemplated by this Agreement. Each Party's Contract Manager is authorized to receive notices regarding the Services rendered under this Agreement. Either Party may change its representative by designating a new representative and providing contact information in writing to the other Party. 22. Severability. If any provision of this Agreement or its application to any person or circumstance is held unenforceable, the remainder of this Agreement, or the application of the provision to other persons or circumstances, shall not be affected, provided, that the essential purpose of this Agreement is not thereby adversely affected or prevented. 23. Use of Name. Neither Party may use the name, logo or any identifying symbol of the other Party in connection with the services to be provided under this Agreement without the other Party's express prior permission, which may be given or withheld for any reason. Any permission granted under this Section shall be revoked automatically upon the expiration or termination of this Agreement. Mayor 05/28/2020 Ideal Option 9 Professional Services Agreement EXHIBIT A DESCRIPTION OF SERVICES, DELIVERABLES, MEASURES AND WORK SPECIFICATIONS Ideal Option ("Ideal Option'') shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: Ideal Option shall be responsible for the following: Assess and evaluate persons referred to MAT program as mutually agreed upon during implementation, Monday, Wednesday and Friday 8-10am. Provide inmate MAT Program education. Initiate/induct or maintain persons with Opioid Use Disorder (OUD) on MAT per evidence-based practices. Collect inmate consent to treat, demographic and medical history data needed to treat persons receiving MAT in Ideal Option’s EHR. Ensure services begin by June 1, 2020, or as mutually determined. Ensure prescribing capacity to maintain MAT services consistent with the number of inmates referred to the MAT program. Source, order, dispense, store and provide accurate inventory record keeping of Subutex, FDA-approved medication utilized to treat OUD. Provide balloon dosing to MAT patients, in which patients are dosed three times a week, with a stronger dose on the final day of the week. Provide medical and correctional staff MAT Program training as mutually defined. Coordinate appointment to Local MAT Treatment Site(s) to maintain MAT continuity Work collaboratively with City to develop a medication diversion prevention plan. Provide on-call tele-med medical consults on Saturday for emergencies. Alert the City if a person referred to the program cannot be safely treated in the facility. The following patients are not covered by this program: o Dosing of pregnant inmates. o Dosing of inmates with a preexisting prescription who cannot safely be transitioned to balloon dosing. o Any other person a qualified medical professional determines cannot receive MAT through balloon dosing. Ideal Option shall provide the following monthly reports: Monthly MAT Program Enrollment and Services Report o Includes total number of MAT Program Enrollments in a month and since program inception Monthly Ideal Option MAT Enrollment and Services Report o Includes percentage of referrals since program inception o Includes percentage of completed appointments since program inception Ideal Option 10 Professional Services Agreement Exhibit B Pricing WEEKLY PRICING Onsite MAT clinic (per facility): One Mid-level Provider (Advanced Registered Nurse Practitioner) 2-hour shift, 3 days per week (Mon, Wed, Fri) No charge Onsite Dosing & Care Coordination One Certified Medical Assistant 2-hour shift, 5 days per week Balloon dosing 3 times per week (Mon, Wed, Fri) $630/week Subutex Vendor invoice pass through ADMINISTRATION FEES Registration, data collection, monthly reporting, onsite staffing & operations, account management No charge Office supplies and dosing equipment. One-time fee includes dosing cart (1 per CMA), laptop (1 per person), scanner, printer, desks, chairs, pens, note pads, paper etc. No charge ADDITIONAL SERVICES Initial and ongoing refresher training for corrections and command staff as needed. No charge On-call 24/7 phone-based clinical consultation as needed by jail correctional or command staff on Saturday for emergencies. No charge Ideal Option 11 Professional Services Agreement EXHIBIT C QUALIFIED SERVICE ORGANIZATION / BUSINESS ASSOCIATE AGREEMENT This Agreement is entered into between IDEAL OPTION, PLLC ("Covered Entity") and __________________________ ("Business Associate/Qualified Service Organization"). The Qualified Service Organization / Business Associate Agreement ("Agreement") shall be effective on the ______ day of ________ 2020 ("Effective Date"). WHEREAS, Covered Entity is subject to the "HIPAA Rules," which for purposes of this Agreement shall include the Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR Parts 160 and 164) promulgated by the United States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, as amended and federal regulations for the Confidentiality of Alcohol and Drug Abuse Patient Records, 42 CFR Part 2 ("Part 2"); WHEREAS, Business Associate in the course of providing services to Covered Entity may create, receive, maintain or transmit Protected Health Information ("PHI"), as that term is defined in the HIPAA rules, or any information that would identify or otherwise relate to a patient at Covered Entity. The Business Associate/Qualified Service Organization will provide ________________ services for the Covered Entity. THE PARTIES THEREFORE AGREE TO THE FOLLOWING: Definitions (a) Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms as defined in the HIPAA Rules and Part 2. The parties recognize that electronic PHI is a subset of PHI and all references to PHI in this Agreement shall include electronic PHI 2. Obligations and Activities of Business Associate (a) Business Associate acknowledges that in receiving, storing, processing or otherwise dealing with any patient records from Covered Entity, it is fully bound by the regulations of Part 2. (b) Business Associate agrees it will, if necessary, resist in judicial proceedings any efforts to obtain access to patient records except as permitted by Part 2. (c) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as required by law. Business Associate may use and disclose PHI only if its use or disclosure is in compliance with each applicable requirement of 45 CFR 164.504(e). (d) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI and to comply with the HIPAA Security Rule [Subpart C of 45 CFR Part 164]. CITY OF KENT Administrative Ideal Option 12 Professional Services Agreement (e) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (f) Within five (5) calendar days of Business Associate first becoming aware of an unauthorized use or disclosure of PHI, including a Security Incident, Business Associate agrees to notify the Covered Entity. Within fifteen (15) calendar days following the notification required above, Business Associate must provide a written report to the Covered Entity that shall include the following: (i) documentation of the specifics surrounding the incident and brief description of what happened, including the description of the unauthorized person(s) who accessed or acquired unsecured PHI and whether such persons actually acquired or viewed the PHI; (ii) description of the investigation that the Business Associate undertook and the findings to date; (iii) date of incident; (iv) name of individuals affected; (v) description of the types of unsecured PHI that were involved in the incident; (vi) any recommended steps that the individuals should take to protect themselves from harm; (vii) what mitigation efforts were implemented to lessen the harm to individuals; and (viii) what processes have been implemented to prevent the incident from happening in the future, including reasonable and appropriate safeguards. (g) Business Associate agrees that any re-disclosure of patient identifying information, even to an agent or subcontractor of Business Associate, remains strictly prohibited by Part 2, unless Business Associate obtains written patient consent. (h) Within fifteen (15) calendar days of receiving a written request from Covered Entity, Business Associate agrees to provide access to PHI in a Designated Record Set as necessary to allow Covered Entity to meet the requirements under 45 CFR 164.524. In the event any individual requests access to PHI directly from Business Associate, Business Associate shall forward such a request to the Covered Entity within five (5) calendar days. (i) Within fifteen (15) calendar days of receiving a written request from Covered Entity, Business Associate agrees to make requested PHI available to the Covered Entity for amendment and incorporate any amendment(s) to PHI that the Covered Entity directs as necessary for compliance with 45 CFR 164.526 to the extent that the Business Associate possesses the Designated Record Set. (j) Business Associate agrees to make its policies, procedures, documentation required by the HIPAA Rules, internal practices, books, and records relating to the use and disclosure of PHI created, received or maintained by Business Associate behalf of Covered Entity available to the Covered Entity or, at the request of the Covered Entity, to the Secretary of Health and Human Services within a reasonable time of such request for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Rules. (k) If Business Associate is required to make a disclosure of PHI in its possession for a legal reason in accordance with Part 2 or the HIPAA Rules, it will track such a disclosure and within fifteen (15) calendar days shall provide all required information to Covered Entity that would be necessary for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. At a minimum, Business Associate shall provide the Covered Entity with the following information: (i) date of disclosure, (ii) name of the individual or entity who received the PHI, and if known, the address of such individual or entity; Ideal Option 13 Professional Services Agreement (iii) brief description of PHI disclosed; and, (iv) brief statement of the purpose of such disclosure that includes an explanation of the basis for such disclosure, including any documentation that may support the reason for disclosure. Business Associate shall implement an appropriate record keeping process to enable it to comply with the requirements of this subparagraph. In the event the request for an accounting is delivered directly to the Business Associate, Business Associate shall forward the request to the Covered Entity within five (5) calendar days. (l) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or request consistent with the requirements applicable to Business Associate under 45 CFR 164.5020). (m) To the extent that Business Associate is to carry out an obligation of the Covered Entity under the Part 2 or HIPAA Rules, Business Associate shall comply with the requirements of Part 2 or the HIPAA Rules that apply to the Covered Entity in the performance of such obligation. 3. Permitted Uses and Disclosures by Business Associate (a) Except as otherwise limited in this Agreement and Part 2, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as requested by Covered Entity provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity. 4. Obligations of Covered Entity (a) Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an individual to use or disclose his/her PHI, if such changes affect Business Associate's permitted or required uses and disclosures. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 5. Permissible Requests by Covered Entity Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Part 2 and the HIPAA Rules if done by Covered Entity. 6. Term and Termination (a) Term. The Term of this Agreement shall be effective as of Effective Date and may be terminated at any time by either party by providing advance written notice to the other Party, or at such time that Business Associate ceases providing services to Covered Entity in accordance with the Underlying Agreement. The Business Associate's duties to continue to safeguard PHI shall survive the termination of the Underlying Agreement and this Agreement. Ideal Option 14 Professional Services Agreement (b) Termination for Cause. Business Associate acknowledges that the Covered Entity may immediately terminate this Agreement if the Covered Entity determines that Business Associate has violated a material term of the Agreement. (c) Obligations of Business Associate Upon Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Business Associate shall return all PHI to the Covered Entity or destroy all PHI in a manner consistent with the Covered Entity's requirements. This obligation applies to any and all PHI created, received, or maintained in any form by the Business Associate and/or its subcontractors on behalf of the Covered Entity. This provision shall survive the expiration or termination of this Agreement and any Underlying Agreement between the Parties. (d) Continued Safeguard of Information. Depending on the nature of Business Associate's services provided to the Covered Entity, the Covered Entity may determine that immediate return or destruction of the information is infeasible, or Business Associate requires the retention of certain PHI for its continued proper management and administration or to carry out its legal responsibilities. In such an event, Business Associate will extend the safeguards and protections required by this Agreement for as long as the information is maintained and will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the information is no longer needed by Business Associate, the information will be returned or destroyed in accordance with this Agreement. This provision shall survive termination of the Underlying Agreement and this Agreement. 7. Miscellaneous (a) No Third-Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything herein give any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. (b) Regulatory References. A reference in this Agreement to a section in Part 2 or the HIPAA Rules means the section as in effect or as amended, and for which compliance is required. (c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with Part 2 and the HIPAA Rules. (d) Injunctive Relief. Business Associate acknowledges that its unauthorized use or disclosure of PHI or information protected under Part 2 while performing services on behalf of the Covered Entity pursuant to this Agreement would cause irreparable harm to Covered Entity and, in such event, Covered Entity shall be entitled to institute proceedings in any court of competent jurisdiction to obtain damages, including injunctive relief. (e) Independent Contractors. Business Associate and Covered Entity agree that the relationship between them based on the services provided pursuant to the Underlying Agreement is solely that of independent contractors and nothing in this Agreement is intended to create a partnership, agency or joint venture relationship between the Parties. (f) Amendment. In the event that Part 2 or the HIPAA Rules are materially amended or change the obligations of the Parties to this Agreement, the Parties agree to make good faith efforts to appropriately amend this Agreement in a timely fashion in order to give effect to the revised legal obligation. Business Associate's failure to agree to any amendment deemed CITY OF KENT Dana Ralph Mayor05/28/2020 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314) 432-0500 Ideal Option, PLLC Ideal Balance, PLLC 8514 W Gage Boulevard Kennewick WA 99336 Columbia Casualty Company 31127 Continental Casualty Company 20443 X X 1,000,000 100,000 5,000 1,000,000 5,000,000 5,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Professional Liability * SEE BELOW * B 6076486075 5/1/2020 5/1/2021 A 6076570154 5/1/2020 5/1/2021 A 6076570154 5/1/2020 5/1/2021 A 6076570168 5/1/2020 5/1/2021 B 6076486089 5/1/2020 5/1/2021 5/1/2021 1459812 Y N N N N N N 5/18/2020 N N 16753531 16753531 XXXXXXX City of Kent 1230 Central Ave S Kent WA 98032 *Professional Liability - $1,000,000 per claim/ $5,000,000 in the aggregate – Per Location/Provider Aggregate applies. Total combined policy aggregate (GL/PL) $10,000,000. Excess applies to General Liability, Automobile Liability, Employers' Liability, and Professional Liability. Professional Liability and General Liability retro date: 7/1/2012 or as referenced for scheduled locations. Excess retro date: 4/1/2018. City of Kent is included as additional insured if required by written contract with respect to General Liability per the terms and conditions of the policy. X See Attachments City of Kent 1230 Central Ave S Lockton Companies Three CityPlace Dr, Suite 900 / St. Louis, MO 63141-7088 314-432-0500 / lockton.com Kent WA 98032 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 16753531. • Email: STL-edelivery@lockton.com • Phone: (866) 728-5657 (toll-free) If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for providing e-Delivery email addresses for next year’s renewal certificates ONLY. Your information will be input within 90 days. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Attachment Code: D545910 Master ID: 1459812, Certificate ID: 16753531 Form No:Policy No: Policy Effective Date: Underwriting Company: HMA 6076570154 Glossary Page: 7 of 16 Columbia Casualty Company, 151 N Franklin St, Chicago, IL 60606 CNA71818XX (01-2016) 05/01/2019 Policy Page: 22 of 86 © Copyright CNA All Rights Reserved. Healthcare Primary Glossary FORMAL REVIEW BOARD Formal review board means the Insured Entity’s official boards or committees formed for the purpose of: A. evaluating the qualifications or performance of the Insured Entity’s professional staff; or B.evaluating, maintaining and ensuring the quality of professional services being provided at the Insured Entity’s healthcare facility. FUNGI Fungi means any form of fungus, including but not limited to, yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungi. However, fungi does not include any fungi intended by the Insured for consumption. GOOD SAMARITAN SERVICES Good Samaritan services means services provided by a natural person Insured: A. in a sudden and unforeseen emergency situation, or B.at the direction of an Insured Entity, for which no remuneration is expected, demanded or received. HAZARDOUS PROPERTIES Hazardous properties means radioactive, toxic or explosive properties. HEALTHCARE SERVICES Healthcare services means services performed on behalf of the Insured Entity by an Insured, or by someone for whom an Insured is liable, to care for or assist the Insured Entity’s patient. Healthcare services include the furnishing of food, beverages, medications or appliances in connection with such services, and the postmortem handling of human bodies. HOSTILE FIRE Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. IMPAIRED PROPERTY Impaired property means tangible property, other than insured product or insured work that cannot be used or is less useful because: A. it incorporates insured product or insured work that is known or thought to be defective, deficient, inadequate or dangerous; or B.the Insured Entity has failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of insured product or insured work; or the Insured Entity’s fulfilling the terms of the contract or agreement. INSURED Insured means any Insured Entity and, A. with respect to coverage under the Professional Liability Coverage Part: 1.the Insured Entity’s executive officers and employees, but solely with respect to professional services rendered on behalf of the Insured Entity; Attachment Code: D575661 Certificate ID: 16753531 Healthcare Primary Glossary 2.the Insured Entity’s administrator, but solely with respect to administrative services performed on behalf of the Insured Entity; 3.any person or organization to whom or to which the Insured Entity is obligated by virtue of a written contract or agreement: a.to add to this policy as an additional insured for its liability; or b.to hold harmless or indemnify such person or organization, but such person or organization is an insured exclusively for the vicarious liability imposed upon such person or organization because of acts, errors or omissions in the rendering of covered professional services by the Insured Entity, and only to the extent of the limits of insurance required by such contract or agreement, not to exceed the limits of insurance of this policy. However, this provision does not apply: i.unless the written contract or agreement has been executed prior to the act, error or omission in the rendering of professional services upon which the claim is based. The contract or agreement will be considered executed when the Insured’s performance begins, or when it is signed, whichever happens first; or ii.to any person or organization for its liability arising out if its own acts, errors or omissions. Further, where required by such written contract or agreement, coverage for such person or organization shall be primary and non-contributory as respects any other insurance policy issued to such additional insured. Otherwise the section entitled OTHER INSURANCE OR RISK TRANSFER ARRANGEMENTS in the COMMON TERMS AND CONDITIONS applies. B.with respect to coverage under the General Liability Coverage Part, 1.the Insured Entity’s executive officer but only with respect to the conduct of the Insured Entity’s business; or 2.the Insured Entity’s stockholders, but only with respect to their liability as stockholders; 3.the Insured Entity’s employee, but only for acts within the scope of their employment by the Insured Entity or while performing duties related to the conduct of the Insured Entity’s business. However, none of these employees is an Insured for: a.bodily injury or personal and advertising injury: i.to the Insured Entity, to an Insured Entity’s executive officers, or to a co-employee while such injured person is either in the course of his or her employment or performing duties related to the conduct of the Insured Entity’s business; ii.to the spouse, domestic partner, child, parent, brother or sister of such injured person as a consequence of paragraph i. above; or iii. for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs i. or ii. above. b.property damage to property: i.owned, occupied or used by, ii.rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, the Insured Entity, any of its employees or executive officers. 4.any person (other than the Insured Entity’s employee), or any organization while acting as the Insured Entity’s real estate manager. Form No:Policy No: Policy Effective Date: Underwriting Company: HMA 6076570154 Glossary Page: 8 of 16 Columbia Casualty Company, 151 N Franklin St, Chicago, IL 60606 CNA71818XX (01-2016) 05/01/2019 Policy Page: 23 of 86 © Copyright CNA All Rights Reserved. Attachment Code: D575661 Certificate ID: 16753531 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314) 432-0500 Ideal Option, PLLC 5615 Dunbarton Ave Pasco WA 99301 Lloyds of London XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX Cyber $5,000,000AW244C71902018/27/2019 9/28/2020 NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE 9/28/2020 1477874 5/18/2020 N N 16754480 16754480 XXXXXXX City of Kent Corrections Facility 1230 Central Ave S Kent WA 98032 Policy includes $5M Cyber Liability limit per occurrence and in the aggregate. Ideal Option 11 Professional Services Agreement QUALIFIED SERVICE ORGANIZATION / BUSINESS ASSOCIATE AGREEMENT This Agreement is entered into between IDEAL OPTION, PLLC ("Covered Entity") and __________________________ ("Business Associate/Qualified Service Organization"). The Qualified Service Organization / Business Associate Agreement ("Agreement") shall be effective on the ______ day of ________ 2020 ("Effective Date"). WHEREAS, Covered Entity is subject to the "HIPAA Rules," which for purposes of this Agreement shall include the Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR Parts 160 and 164) promulgated by the United States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, as amended and federal regulations for the Confidentiality of Alcohol and Drug Abuse Patient Records, 42 CFR Part 2 ("Part 2"); WHEREAS, Business Associate in the course of providing services to Covered Entity may create, receive, maintain or transmit Protected Health Information ("PHI"), as that term is defined in the HIPAA rules, or any information that would identify or otherwise relate to a patient at Covered Entity. The Business Associate/Qualified Service Organization will provide ________________ services for the Covered Entity. THE PARTIES THEREFORE AGREE TO THE FOLLOWING: Definitions (a) Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms as defined in the HIPAA Rules and Part 2. The parties recognize that electronic PHI is a subset of PHI and all references to PHI in this Agreement shall include electronic PHI 2. Obligations and Activities of Business Associate (a) Business Associate acknowledges that in receiving, storing, processing or otherwise dealing with any patient records from Covered Entity, it is fully bound by the regulations of Part 2. (b) Business Associate agrees it will, if necessary, resist in judicial proceedings any efforts to obtain access to patient records except as permitted by Part 2. (c) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as required by law. Business Associate may use and disclose PHI only if its use or disclosure is in compliance with each applicable requirement of 45 CFR 164.504(e). (d) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI and to comply with the HIPAA Security Rule [Subpart C of 45 CFR Part 164]. CITY OF KENT Administrative 5th June Ideal Option 12 Professional Services Agreement (e) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (f) Within five (5) calendar days of Business Associate first becoming aware of an unauthorized use or disclosure of PHI, including a Security Incident, Business Associate agrees to notify the Covered Entity. Within fifteen (15) calendar days following the notification required above, Business Associate must provide a written report to the Covered Entity that shall include the following: (i) documentation of the specifics surrounding the incident and brief description of what happened, including the description of the unauthorized person(s) who accessed or acquired unsecured PHI and whether such persons actually acquired or viewed the PHI; (ii) description of the investigation that the Business Associate undertook and the findings to date; (iii) date of incident; (iv) name of individuals affected; (v) description of the types of unsecured PHI that were involved in the incident; (vi) any recommended steps that the individuals should take to protect themselves from harm; (vii) what mitigation efforts were implemented to lessen the harm to individuals; and (viii) what processes have been implemented to prevent the incident from happening in the future, including reasonable and appropriate safeguards. (g) Business Associate agrees that any re-disclosure of patient identifying information, even to an agent or subcontractor of Business Associate, remains strictly prohibited by Part 2, unless Business Associate obtains written patient consent. (h) Within fifteen (15) calendar days of receiving a written request from Covered Entity, Business Associate agrees to provide access to PHI in a Designated Record Set as necessary to allow Covered Entity to meet the requirements under 45 CFR 164.524. In the event any individual requests access to PHI directly from Business Associate, Business Associate shall forward such a request to the Covered Entity within five (5) calendar days. (i) Within fifteen (15) calendar days of receiving a written request from Covered Entity, Business Associate agrees to make requested PHI available to the Covered Entity for amendment and incorporate any amendment(s) to PHI that the Covered Entity directs as necessary for compliance with 45 CFR 164.526 to the extent that the Business Associate possesses the Designated Record Set. (j) Business Associate agrees to make its policies, procedures, documentation required by the HIPAA Rules, internal practices, books, and records relating to the use and disclosure of PHI created, received or maintained by Business Associate behalf of Covered Entity available to the Covered Entity or, at the request of the Covered Entity, to the Secretary of Health and Human Services within a reasonable time of such request for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Rules. (k) If Business Associate is required to make a disclosure of PHI in its possession for a legal reason in accordance with Part 2 or the HIPAA Rules, it will track such a disclosure and within fifteen (15) calendar days shall provide all required information to Covered Entity that would be necessary for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. At a minimum, Business Associate shall provide the Covered Entity with the following information: (i) date of disclosure, (ii) name of the individual or entity who received the PHI, and if known, the address of such individual or entity; Ideal Option 13 Professional Services Agreement (iii) brief description of PHI disclosed; and, (iv) brief statement of the purpose of such disclosure that includes an explanation of the basis for such disclosure, including any documentation that may support the reason for disclosure. Business Associate shall implement an appropriate record keeping process to enable it to comply with the requirements of this subparagraph. In the event the request for an accounting is delivered directly to the Business Associate, Business Associate shall forward the request to the Covered Entity within five (5) calendar days. (l) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or request consistent with the requirements applicable to Business Associate under 45 CFR 164.5020). (m) To the extent that Business Associate is to carry out an obligation of the Covered Entity under the Part 2 or HIPAA Rules, Business Associate shall comply with the requirements of Part 2 or the HIPAA Rules that apply to the Covered Entity in the performance of such obligation. 3. Permitted Uses and Disclosures by Business Associate (a) Except as otherwise limited in this Agreement and Part 2, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as requested by Covered Entity provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity. 4. Obligations of Covered Entity (a) Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an individual to use or disclose his/her PHI, if such changes affect Business Associate's permitted or required uses and disclosures. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 5. Permissible Requests by Covered Entity Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Part 2 and the HIPAA Rules if done by Covered Entity. 6. Term and Termination (a) Term. The Term of this Agreement shall be effective as of Effective Date and may be terminated at any time by either party by providing advance written notice to the other Party, or at such time that Business Associate ceases providing services to Covered Entity in accordance with the Underlying Agreement. The Business Associate's duties to continue to safeguard PHI shall survive the termination of the Underlying Agreement and this Agreement. Ideal Option 14 Professional Services Agreement (b) Termination for Cause. Business Associate acknowledges that the Covered Entity may immediately terminate this Agreement if the Covered Entity determines that Business Associate has violated a material term of the Agreement. (c) Obligations of Business Associate Upon Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Business Associate shall return all PHI to the Covered Entity or destroy all PHI in a manner consistent with the Covered Entity's requirements. This obligation applies to any and all PHI created, received, or maintained in any form by the Business Associate and/or its subcontractors on behalf of the Covered Entity. This provision shall survive the expiration or termination of this Agreement and any Underlying Agreement between the Parties. (d) Continued Safeguard of Information. Depending on the nature of Business Associate's services provided to the Covered Entity, the Covered Entity may determine that immediate return or destruction of the information is infeasible, or Business Associate requires the retention of certain PHI for its continued proper management and administration or to carry out its legal responsibilities. In such an event, Business Associate will extend the safeguards and protections required by this Agreement for as long as the information is maintained and will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the information is no longer needed by Business Associate, the information will be returned or destroyed in accordance with this Agreement. This provision shall survive termination of the Underlying Agreement and this Agreement. 7. Miscellaneous (a) No Third-Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything herein give any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. (b) Regulatory References. A reference in this Agreement to a section in Part 2 or the HIPAA Rules means the section as in effect or as amended, and for which compliance is required. (c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with Part 2 and the HIPAA Rules. (d) Injunctive Relief. Business Associate acknowledges that its unauthorized use or disclosure of PHI or information protected under Part 2 while performing services on behalf of the Covered Entity pursuant to this Agreement would cause irreparable harm to Covered Entity and, in such event, Covered Entity shall be entitled to institute proceedings in any court of competent jurisdiction to obtain damages, including injunctive relief. (e) Independent Contractors. Business Associate and Covered Entity agree that the relationship between them based on the services provided pursuant to the Underlying Agreement is solely that of independent contractors and nothing in this Agreement is intended to create a partnership, agency or joint venture relationship between the Parties. (f) Amendment. In the event that Part 2 or the HIPAA Rules are materially amended or change the obligations of the Parties to this Agreement, the Parties agree to make good faith efforts to appropriately amend this Agreement in a timely fashion in order to give effect to the revised legal obligation. Business Associate's failure to agree to any amendment deemed CITY OF KENT Dana Ralph Mayor 05/28/2020