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HomeMy WebLinkAbout2025-07-07 I01G_02 Waukee PD CIT Officer Training AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: July 7, 2025 AGENDA ITEM:Consideration of approval of agreement with Iowa Primary Care Association related to funding plan for Crisis Intervention Team Officer. FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The Waukee Police Department enjoys a Crisis Intervention Team (CIT), which is comprised of a sworn officer and a mental health professional. The Crisis Intervention Team officer was funded via a grant through Heart of Iowa region in the past. As of June 30, 2025, due to changes by the State of Iowa, Heart of Iowa no longer exists, and Iowa Primary Care Association (PCA) will take over as the district area service organization (ASO). PCA has offered a contract to the City of Waukee to continue partial funding for our CIT officer with a step-down plan for future years. While this funding does not fully fund the position, the CIT officer was rolled into the police department staffing at 100% with no grant funding anticipated for FY26, so this agreement with PCA results in between $97,000 and $101,000 in unanticipated funding for FY26. The agreement then steps down these amounts by 25% for the next three years and maintains a 25% funding beyond year 3. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: This agreement was not anticipated when the FY26 budget was created, so entering into the agreement will result in unexpected revenues of between $97,000 and $101,000 being added to the general fund for FY26 based on these reimbursements. COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve Agreement. ATTACHMENTS: I. Iowa Primary Care Association Contract PREPARED BY:Chad McCluskey, Chief of Police REVIEWED BY:Brad Deets, City Administrator Steve Brick, City Attorney I1G2 THE CITY OF WAUKEE, IOWA RESOLUTION 2025- APPROVING AGREEMENT WITH IOWA PRIMARY CARE ASSOCATION FOR FUNDING TOWARDS CRISIS INTERVENTION TEAM OFFICER. IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the Waukee Police Department has a Crisis Intervention Team previously funded by a grant through Heart of Iowa Region; AND, WHEREAS, due to changes by the State of Iowa, Heart of Iowa Region no longer exists and Iowa Primary Care Association has taken over as the Behavioral Health Administrative Services Organization; AND, WHEREAS, Iowa Primary Care Association has offered a contract to reimburse / offset some costs associated with the Crisis Intervention Team Officer’s salary and equipment, with a step- down plan over multiple years. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee, Iowa on this 7th day of July, 2025, that it hereby approves agreement from Iowa Primary Care Association. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN R. Charles Bottenberg Chris Crone Rob Grove Anna Bergman Pierce Ben Sinclair Chad McCluskey City of Waukee June 15, 2025 Dear Chad, The Iowa Primary Care Association (Iowa PCA), the state’s new Behavioral Health Administrative Services Organization (BH-ASO), is excited to be reaching out to your organization to offer a contract for services within Iowa’s behavioral health continuum of care. The continuum of care is defined within Iowa’s Behavioral Health Service System Statewide Plan and includes prevention, early intervention, treatment, recovery, and crisis services. There is a brief overview of the Iowa PCA and our role as the BH-ASO at the end of this letter. The contracting approach of the Iowa PCA, as the BH-ASO, provides access and sustainability funding for services core to the continuum of care. These contracted services are one component of Iowa’s new Behavioral Health Service System Statewide Plan. Another component is Iowa HHS’s new Safety Net Management Information System (SN-MIS) and associated fee schedule for billable services. We have included this information as well, and those services will be billed directly to Iowa HHS for reimbursement and therefore are not included in this contract or reimbursable by the Iowa PCA. Click here for draft SN-MIS fee schedule During this transition, services core to the continuum of care and service areas in effect now are expected to carry over on July 1, 2025. With that goal in mind, b elow are some key principles about the approach to contracting during this continuity period as we collectively work together to transition to the new service system. • Iowa’s Mental Health and Disability Services (MHDS) Regions SFY24 expenditure data and contract information was used to identify behavioral health and disability services that will be paid through the SNMIS or through the BH-ASO. • We have attempted to extract all direct services core to the continuum and eligible for access and sustainability funding and included them in one contract, by provider or partner, to carry forward July 1, 2025 in services areas as of June 30, 2025. Dollars identified as one-time investments by MHDS Regions are not included in the BH-ASO contracts effective July 1, 2025. • The rates in Attachment B are consistent across the state and were set by Iowa HHS based on historical expenditures data from both Iowa HHS contracts and as provided by the legacy MHDS regions. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D • The contact information populated in the contracting package is based on the information your organization submitted to us through the Provider Profile Form on our website There may be additional information your organization is asked to populate in the package. We recognize that the process that was followed above may result in services, counties, or funding not being accounted for in the contracting package your organization receives. Please review all components of the package described below and reach out to bhasoproviderrelations@iowapca.org to report any inaccurate information as soon as possible. In addition to this cover letter, key components of the contracting package include: 1. Behavioral Health ASO Service Agreement – sets the general terms and conditions for the overall business relationship. When designing this document, the Iowa PCA sought continuity and streamlining across all providers. With this in mind, we will be accepting minimal changes to this document. 2. Attachment A: Product Attachments – the number of attachments will vary depending upon the services your organization provides (up to 7 total). These service descriptions and requirements were developed by Iowa HHS and include state and federal regulations. The Iowa PCA does not have authority to amend these. 3. Attachment B: Rate Sheet – the rates in this attachment are consistent across the state and were set by Iowa HHS based on historical data provided by the legacy MHDS Regions. 4. Attachment C: Data & Reporting – as the system develops, we will have additional details on the requirements for data reporting necessitating future amendment. 5. Attachment D: Business Associate Agreement (BAA) – a legally binding agreement between a covered entity (healthcare provider, health insurance plan, etc.) and a business associate (a third party who performs certain functions or provides services that involve access to protected health information (PHI). When designing this document, the Iowa PCA sought continuity and streamlining across all providers. With this in mind, we will not be accepting changes to this document. The Iowa PCA is open to further discussion and is striving to maintain continuity of all services that are carrying forward in the state’s continuum of care while also streamlining this important work across the state. After reviewing all the attachments, please take one of two actions: 1) Execute the contract by signing all fields and submitting back to the Iowa PCA via the e - signature process. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 2) Reach out to bhasoproviderrelations@iowapca.org to schedule time to discuss this contract further. The Iowa PCA is working to have all negotiations finalized and contracts fully executed no later than June 20, 2025. Upon execution, please also: 1. Upload a copy of your most recent W-9 to the link in the email, and 2. Fill out the Electronic Funds Transfer information attached. We appreciate your engagement and responsiveness to this request as we collectively work together to transition this system on July 1, 2025. We look forward to our partnership! Sincerely, Aaron L. Todd Jeni Hanselman Chief Executive Officer Chief Behavioral Health Officer Iowa Primary Care Association Iowa Primary Care Association About the Iowa PCA and Its Role as the New BH-ASO The Iowa PCA is recognized as a national leader in health information technology, value-based care partnerships, quality improvement, organizational change management, and systems change. As the statewide BH-ASO, the Iowa PCA will draw upon these competencies, our experiences, and continue to seek input from local stakeholders to inform their approach to system redesign efforts and to ensure a smooth transition to the new model. The BH-ASO is responsible for ensuring all Iowans have clear, consistent pathways to care and the support they need within each behavioral health district through installation of behavioral health system navigation. The Iowa PCA will meet regularly with local leaders, school officials, law enforcement, health care providers and public health professionals to discuss behavioral health needs at a local level. We will also engage in district assessment and planning that is aligned with the state’s Behavioral Health Service System Statewide Plan. Over time, we will instill a unified operational approach for each of the seven behavioral health districts with guidance and input from the Behavioral Health District Advisory Councils, resulting in a more streamlined and efficient system of care. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | www.iowapca.org Behavioral Health – Administrative Services Organization Agreement - SIGNATURE PAGE In consideration of the promises and representations stated, the Parties agree as set forth in this Agreement. The Authorized Representative acknowledges, warrants, and represents that the Authorized Representative has the authority and authorization to act on behalf of its Party. The Authorized Representative further acknowledges and represents that he/she received and reviewed this Agreement in its entirety. The Authorized Representative for each Party executes this Agreement with the intent to bind the Parties in accordance with this Agreement. Provider’s Legal Name (“Provider”) – Matching the applicable tax form (i.e., W-9, Line 1): City of Waukee Authorized Representative’s Signature: Authorized Representative’s Name – Printed: Chad McCluskey Authorized Representative’s Title: Authorized Representative’s Signature Date: Telephone Number: Email Address – Official Correspondence: cmccluskey@waukee.org Mailing Address – Official Correspondence: Payment Address – If different than Mailing Address: IRS 1099 Address – If different than Mailing Address: Tax ID Number – As listed on corresponding tax form: Iowa Primary Care Association (“BH-ASO”) Authorized Representative’s Signature: Authorized Representative’s Name – Printed: Aaron L. Todd Authorized Representative’s Title: Chief Executive Officer Authorized Representative’s Countersignature Date: Mailing Address – Official Correspondence: 500 S.W. 7th Street, Suite 300, Des Moines, IA 50309 Email Address – Official Correspondence: atodd@iowapca.org Effective Date of the Agreement (“Effective Date”): Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Behavioral Health Services Agreement Provider and BH-ASO enter into this Behavioral Health Services Agreement (the “Agreement”) as of the Effective Date set forth on the Signature Page above. Provider and BH-ASO each are referred to as a “Party” and collectively as the “Parties.” RECITALS 1) WHEREAS BH-ASO is a non-profit corporation contracted with the Iowa Department of Health and Human Services to serve as the Behavioral Health Administrative Services Organization in all behavioral health districts in the State of Iowa under 2024 Iowa Acts, chapter 1161 (the “BHDADS Systems Act”) and pursuant to Contract # BEHEOPC-25-201 as amend from time-to-time (the “State ASO Contract”); 2) WHEREAS Provider is approved by required governmental agencies to provide behavioral health care and/or other related services and supplies and desires to provide services to eligible recipients in accordance with the law; and 3) WHEREAS the Parties intend by entering into this Agreement that they will make behavioral health care and/or other related services and supplies available to eligible recipients under this Agreement. NOW, THEREFORE, in consideration of the promises and representations stated, the Parties agree as follows: SECTION 1 – DEFINITIONS The terms set out below shall have the meanings assigned to them in this Agreement. If a term is not defined in this Agreement, it shall have the meaning assigned to it in the BHDADS Systems Act or the State ASO Contract, or other appliable state or federal code or regulations. In the event of conflict between such definitions, the definition given to a term by the BHDADS Systems Act shall control. 1.1 BH-ASO: Shall have the meaning set forth on the Signature Page. 1.2 BHDADS Systems Act: Shall have the meaning set forth in the Recitals. 1.3 Consumer: An individual seeking services through the Iowa Behavioral Health Services System and which meets the applicable eligibility requirements. 1.4 Deliverables: Shall mean those required materials, reports, and other data or communications that Provider must provide BH-ASO as set out in Attachment A or B. 1.5 District: Shall have the meaning assigned to it in the BHDADS Systems Act and the State ASO Contract. 1.6 District Plan: Shall have the meaning assigned to it in the BHDADS Systems Act and the State ASO Contract. 1.7 Government Contract: Any Agreement between, or applicable to, the Iowa HHS and the BH-ASO related to the Services. 1.8 Iowa HHS: The Iowa Department of Health and Human Services. 1.9 Law: Without limitation, federal, state, tribal, or local statutes, codes, orders, ordinances, and regulations applicable to this Agreement including but not limited to: a. SAMHSA Subrecipient Federal Regulations: 2 CFR 200.331(a)(1-5); b. SAMHSA Substance Use Prevention, Treatment, and Recovery Services (SUPTRS) Block Grant Regulations: 45 CFR Part 96 Subpart L; Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org c. Community Mental Health Services Block Grant regulations for an approved State application pursuant 42 USC CHAPTER 6A, SUBCHAPTER XVII, Part B, subpart I, §300x; d. Centers for Disease Control (CDC), Office on Smoking and Health, National and State Tobacco Control Program; e. Title IV of the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (PRWORA). f. Specific Service Guidance developed by Iowa HHS. 1.10 Loss: Shall have the meaning assigned to in in Section 5(1) of this Agreement. 1.11 Marks: The trademarks, service marks, domain names, or logos of either Party. 1.12 Personnel: Staff and licensed healthcare providers employed or contracted by Provider for Services to Consumers. 1.13 Policies and Procedures: Those written policies and procedures, and general requirements from Iowa HHS, published by BH-ASO on its website that govern the relationship among Iowa HHS, the Provider, and BH-ASO, including any procurement policy, billing and payment process, grievance procedures, and provider handbook or similar materials. 1.14 Provider: Shall mean the entity designated on the Signature Page. 1.15 Services: Clinical or non-clinical assistance, in any of the following areas on the behavioral health continuum: prevention, early intervention, treatment, recovery, and crisis services and recovery supports, which the Provider is licensed and authorized to provide and is a requirement of this Agreement as set out in Attachment A and B. 1.16 State: Shall mean the State of Iowa. 1.17 State ASO Contract: Shall have the meaning set forth in the Recitals. 1.18 State Behavioral Health Plan: The plan developed by Iowa HHS, subject to public review and comment, that identifies and addresses systemic needs and adopts key strategies, tactics, and goals for the Behavioral Health Service System. SECTION 2 – PROVIDER OBLIGATIONS 2.1 Standard of Care. a. Provider agrees to provide the Services and Deliverables set out in Attachment A and B to the District(s) outlined in Attachment A and B, and any other attachments adding Services or Deliverables. b. Provider will ensure all Services delivered hereunder are delivered in accordance with generally accepted standards of practice, generally acceptable standards of professional conduct, Law, and Policies and Procedures. c. Provider will maintain adequate Personnel to ensure Services are provided without wait lists and within any other standards set out by Law, Policies or Procedures, or the attachments. d. Provider shall prevent any abuse, neglect, or exploitation of Consumers while receiving Services and shall comply with all Law and reporting requirements related to abuse, neglect, or exploitation. 2.2 State Behavioral Health Plan and District Plan(s). In addition to any standards set by Law, in the Policies and Procedures, or in attachments or amendments, Provider shall adhere to and provide Services in a manner which conforms with any standards set in the State Behavioral Health Plan or District Plan(s) or State ASO Contract. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org 2.3 Non-Discrimination. Provider will not differentiate or discriminate against Consumers in a manner prohibited by Law or the State ASO Contract. Provider will provide Services in the same location, in the same general manner, in accordance with the same or substantially similar standards, and within the same general time or availability, regardless of payer. 2.4 Facilities, Equipment, and Personnel. Provider’s facilities, equipment, personnel, technology (hardware and software), and administrative services will be maintained at an industry standard level and quality necessary to perform Provider’s duties under this Agreement and attachments and to comply with Law. Provider will further ensure that its Personnel comply with the applicable terms of this Agreement. 2.5 Use of Name. Provider will participate in any program awareness activities conducted by the BH- ASO in accordance with Law or Government Contracts. Neither Provider nor BH-ASO will use the other’s name, including, but not limited to, trademarks, service marks, domain names, or logos (“Marks”) without the prior written approval of the other Party. This Agreement does not grant either Party a license or sublicense to the other Party’s Marks. Notwithstanding the foregoing: (a) Provider may refer to BH-ASO as a program in which Provider participates; and (b) BH-ASO may use Provider’s name and related information: (i) in BH-ASO’s filings and publications to identify Provider as providing Services to Consumers; (ii) in communications to identify Provider to Consumers; and (iii) as may be required to comply with the Law or the State ASO Contract. Provider agrees that Provider’s marketing materials related to this Agreement require BH-ASO’s review and prior written approval unless otherwise noted in the Agreement. 2.6 Maintaining Records. Provider will maintain complete and correct books and records relating to Services provided under this Agreement for tax, accounting, and operation purposes. Provider records will include, but are not limited to, any records required in Attachment A or B, medical, and billing records for each Consumer to whom Provider provides Services. The records Provider maintains related to Services provided hereunder shall contain all information required by Law, generally accepted professional practices, the Policies and Procedures, the State ASO Contract, and this Agreement. Any records will be owned and maintained by the Provider and Provider will retain such records for as long as required by Law. This section will survive any termination of this Agreement. 2.7 Annual Audit and On-Site Visits. Provider shall engage a certified public accountant to conduct an annual financial audit and must provide the report of each such audit to the BH-ASO within one hundred eighty (180) days of Provider’s fiscal year end. BH-ASO may periodically conduct site visits and reviews of Provider facilities and places of service, which such site visits may be in- person or virtual. 2.8 Confidentiality of Consumer Record. a. To the extent applicable, Provider will comply with all applicable Laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, and Government Contract regarding privacy and confidentiality. Provider will not disclose or use a Consumer’s name, address, social security number, identity, other personal information, treatment modality, or medical and billing records without obtaining appropriate authorization, except as otherwise permitted or required by Law or in order to provide emergency or crisis services in accordance with the Law. This section does not affect or limit Provider’s obligation to make available the record and other encounter data, and information concerning a Consumer’s care to BH-ASO, a governmental agency, Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org or another provider of health care. This section will survive any termination. To the extent that BH-ASO performs services for or on behalf of Provider such that BH-ASO is a “business associate” to Provider as that term is defined by HIPAA or the HITECH Act, the Parties agree to abide by the terms of the Business Associate Addendum attached hereto as Attachment D. b. If in the course of performance of this Agreement, either Party provides the other Party with individually identifiable information related to a Consumer that is not otherwise protected by HIPAA or the HITECH Act, the receiving Party shall comply with all applicable data protection Law and use commercially reasonable safeguards to protect such information. 2.9 Informed Consent. Unless impracticable due to a crisis situation, Provider shall obtain informed consent from the Consumer and comply with all applicable state and federal data protection laws before sharing confidential Consumer data needed for BHDADS Systems navigation. Such BHDADS Systems navigation data sharing may include, but is not limited to, sharing between the following areas for service coordination: Aging and Disability, Medicaid Managed Care Organizations, Integrated Home Health, Justice-involved services, education systems and juvenile court services. Documents evidencing such informed consent shall include any and all language required by Law or the BH-ASO. The BH-ASO may request to review or approve Provider’s informed consent form prior to the use of such form. 2.10 Delivery of Consumer Information and Site Visit. To the extent permitted by Law, Provider shall provide data and other records, as required for reporting and quality improvement, to BH-ASO as outlined in Attachment A or B. Provider will deliver such data and records within seven (7) calendar days, or a shorter period if required by Law, upon request or as may be required by Law, the Policies and Procedures, or third-party payers. Such data includes but is not limited to: (i) Consumer’s complaints and grievances; (ii) utilization and program compliance; (iii) payment; (iv) state and federal regulatory requests; and (v) requests made by accreditation agencies. a. Paper Records: Notwithstanding the foregoing, BH-ASO will otherwise reimburse Provider a copying fee of ten cents ($0.10) per page, not to exceed twenty dollars ($20) per request. Provider will deliver a written invoice to BH-ASO within thirty (30) days of providing the requested records to the BH-ASO. b. Electronic Records: To the extent that Provider maintains records electronically, Provider will furnish BH-ASO electronic access to the items as requested by BH-ASO or as required by a governmental agency without charge. This section will survive any termination of this Agreement. 2.11 Consumer Access to Consumer Record. Provider will give each Consumer access to the Consumer’s Record and other applicable information in accordance with Law. This section will survive any termination of this Agreement. 2.12 Participation in Appeals and Grievance Programs. Provider will participate in and comply with BH-ASO and Iowa HHS’s grievance and appeals programs and assist any Consumers in filing a grievance. 2.13 Information Reporting and Changes. Provider will deliver to BH-ASO a complete and accurate list of its business/practice/facility locations and, as applicable, a list of Personnel. The information includes, but is not limited to, the information reasonably required by BH-ASO to produce provider directories and any subsequent changes to that information. Provider will be Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org required to deliver any changes as to its business/practice/facility locations and Personnel within fifteen (15) days of the date of such change. 2.14 Data and Security; General Terms for Service Contracts; and Contingent Terms for Service Contracts. Provider shall comply with all applicable Data and Security terms of the State ASO Contract, as well as the General Terms for Service Contracts, and Contingent Terms for Service Contracts referenced in the State ASO Contract. 2.15 Licensure. Provider represents that it, and its Personnel, has or have the appropriate, necessary, and applicable licenses, credentialing, and accreditation to provide Services in good standing, free of disciplinary action, and in unrestricted status. If required by Law, Provider and/or its Personnel shall maintain a current state controlled substances and/or federal Controlled Substance Act registration number. Provider will deliver evidence of licensure, credentialing, and accreditation to BH-ASO upon BH-ASO’s request. Provider will promptly notify BH-ASO of changes in its and its Personnel’s licensure, credentialing, and accreditation status, including, but not limited to, disciplinary action taken or proposed by any agency responsible for oversight of Provider and its Personnel. 2.16 Unrestricted Status. If applicable, Provider represents to its best knowledge, information, and belief, neither it, nor any contracted or employed individuals who provide services, medical director or prescriptions reimbursable by a federal health care program, or such other persons required to be screened under applicable Law have been excluded from participation in the Medicare Program, by the state’s Medicaid Program, or any other federal health care program (collectively “Federal Health Care Program”). Provider agrees that it must check the Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities, the System for Award Management and any other applicable exclusion list required to be checked under applicable Law to determine whether Provider or any of its Personnel have been excluded from participation in any Federal Health Care Program. These databases must be checked for any new Personnel and thereafter not less than monthly. Provider will notify BH- ASO as soon as possible in writing if Provider determines that Provider or any of its Personnel are suspended or excluded from any Federal Health Care Program. Provider agrees that it is subject to 2 CFR Part 376. 2.17 Legal Actions. Provider will give prompt written notice to BH-ASO of: (i) a legal claim asserted by a Consumer related to Services and adjudicated with judgment against Provider and its Personnel and information about its resolution; and (ii) a criminal charge or indictment adjudicated against Provider or its Personnel and information about its resolution. This section will survive any termination of this Agreement. 2.18 Liability Insurance. Provider will maintain general liability insurance, professional liability insurance, automobile liability, umbrella liability, workers’ compensation/employer liability, and property damage coverage consistent with industry standards and as required by Law, but such amount will be no less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate for a policy year. Provider will maintain cyber insurance and additional insurance coverage consistent with industry standards and as required by Law, but such amount will be no less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate for a policy year. Additionally, for each applicable Provider employee medical malpractice coverage shall be maintained consistent with industry standards and as required by Law, but such amount will be no less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate for a policy year. Provider will deliver copies of such insurance policy to BH-ASO within ten (10) Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org business days of a written request by BH-ASO. Provider will deliver advance written notice fifteen (15) business days before any change, reduction, cancellation, or termination of its insurance coverage. This section will survive any termination. 2.19 Compliance with Law and Government Contracts. Provider will comply with the Law that is applicable to this Agreement. Provider acknowledges BH-ASO has entered into a State ASO Contract and Provider agrees it will comply with the applicable requirements from the State ASO Contract and any applicable amendment. Upon written request from Provider, BH-ASO will give Provider a copy of each relevant Government Contract under which Provider is participating, redacted to remove financial and other private and trade secret information. 2.20 Fraud and Abuse. Provider shall prevent any abuse, neglect, or exploitation of Consumers while receiving Services and shall comply with all Law and reporting requirements related to abuse, neglect or exploitation. Provider will comply with Law relating to fraud, waste, and abuse. Provider will establish and maintain policies and procedures for identifying and investigating fraud, waste, and abuse. In the event Provider discovers an occurrence of fraud, waste, or abuse, Provider will promptly notify BH-ASO. Provider will use best efforts to participate in and comply with investigations conducted by BH-ASO or by a governmental agency. This section will survive any termination. 2.21 Consumer Satisfaction. Provider shall use the process developed by BH-ASO, or if no process is developed Provider shall develop a process, to no less than annually seek input from Consumers on the quality of the Services provided by Provider. Provider shall annually report the finding to the BH-ASO. SECTION 3 – PAYMENT 3.1 Services Outside Scope of This Agreement. Provider acknowledges that this Agreement does not address behavioral health services that are outside the scope of the defined Services in Attachment A. Any behavioral health services that are otherwise payable by Iowa Health Link, Iowa Medicaid fee for service, or other third-party payors shall be submitted to such payor. For example, behavioral health services which are provided to under-insured or uninsured Consumers below 200 percent of the federal poverty level which generate a billable code shall not be submitted to BH-ASO, rather such claims should be submitted to the Iowa HHS via the Safety Net Management Information System. 3.2 Payment for Services. BH-ASO shall pay Provider for Services in accordance with the payment schedule set forth in Attachment B. All payments from the BH-ASO are contingent upon appropriation from the Iowa Legislature and funding to the BH-ASO from Iowa HHS. Provider shall not hold the BH-ASO liable for non-payment due to the BH-ASO not receiving an appropriation from the Iowa Legislature or funding from Iowa HHS. 3.3 Invoices for Services a. Provider will submit an electronic invoice to the BH-ASO by the tenth (10th) day of the month outlining the Services or Deliverables performed, unless otherwise agreed to in an attachment. BH-ASO will pay any undisputed invoices within sixty (60) days from receipt of invoice. b. Invoices must contain any required elements for each Service set out in the attachments. c. All invoices or claims must be submitted by the shorter of three (3) months after the last month in which that Service was last completed or thirty (30) days after the end of the Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Iowa HHS fiscal year. Invoices submitted outside this timely filing requirement shall not be reimbursable. d. Upon request by BH-ASO, Provider will provide any records related to the invoice for review or audit by the BH-ASO or Iowa HHS. 3.4 Consumer Hold Harmless. Provider agrees in no event, including, but not limited to, non- payment, insolvency, or breach of this Agreement by BH-ASO, will Provider bill, charge, collect a deposit from, seek remuneration or reimbursement from, or have any recourse against a Consumer or person acting on a Consumer’s behalf for Services provided pursuant to this Agreement, unless otherwise permitted by Law. 3.5 Consumer Grievances. Provider shall not prohibit or induce a Consumer to not file a grievance for Services provided by Provider. SECTION 4 – TERM AND TERMINATION 4.1 Term. This Agreement will commence on the Effective Date indicated by BH-ASO and will continue in effect for one (1) year and will renew for successive one (1) year terms unless terminated by either Party in accordance with this Agreement. 4.2 Termination without Cause. This Agreement may be terminated without cause at any time by either Party by giving at least one hundred eighty (180) days prior written notice to the other Party. 4.3 Termination with Cause. In the event of a breach of a material provision of this Agreement, the Party claiming the breach will give the other Party written notice of termination setting forth the facts underlying its claim that the other Party breached this Agreement. The Party receiving the notice of termination will have thirty (30) days from the date of receipt of such notice to remedy or cure the claimed breach to the satisfaction of the other Party. During this thirty (30) day period, the Parties agree to meet as reasonably necessary and to confer to resolve the claimed breach. If the Party receiving the notice of termination has not remedied or cured the breach within such thirty (30) day period, the Party who delivered the notice of termination has the right to immediately terminate this Agreement upon expiration of the thirty (30) day period. Notwithstanding the forgoing, the BH-ASO may immediately terminate this Agreement under this Agreement, without providing the Provider the opportunity to cure a material breach should the BH-ASO reasonably believe the material breach of this Agreement to be non-curable. 4.4 Immediate Termination. Notwithstanding any other provision of this Agreement, this Agreement may immediately be terminated upon written notice to the other Party in the event any of the following occurs: a. Provider’s license or any other approval needed to provide Services is limited, suspended, or revoked by a governmental or accrediting agency, or an indictment is issued against Provider; b. Provider fails to maintain adequate levels of insurance; c. Provider has not or is unable to comply with credentialing, accreditation, or licensing requirements; d. Provider becomes insolvent or files a petition to declare bankruptcy or for reorganization under the bankruptcy laws of the United States, or a trustee in bankruptcy or receiver for Provider is appointed by appropriate authority; e. BH-ASO reasonably determines that Provider’s facility, equipment, or Personnel are insufficient to provide Services; Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org f. Provider is excluded/precluded from participation in a state or federal health care program; g. Provider is terminated as a provider by a state or federal health care program; h. Provider engages in fraud, waste, or abuse or permits fraud, waste, or abuse by another in connection with the Provider’s obligations under this Agreement; i. BH-ASO reasonably determines that Services are not being properly provided or arranged for by Provider and such failure poses a threat to Consumer’s health and safety; j. Provider violates any Law; k. Provider fails to satisfy the terms of a corrective action plan; or l. Termination is required by Iowa HHS or another governmental agency. SECTION 5 – GENERAL CONDITIONS 5.1 Indemnification. Provider will indemnify and hold harmless the BH-ASO and its officers, directors, shareholders, employees, agents, and representatives, and the Iowa HHS, from any and all liabilities, losses, damages, claims, and expenses of any kind, including costs and attorneys’ fees, which result from a breach of the duties and obligations of the Provider or its officers, directors, shareholders, employees, agents, and representatives under this Agreement (a “Loss”). BH-ASO agrees to give the Provider prompt written notice of any claim made against the BH-ASO. To the extent that BH-ASO incurs a Loss as a result of the action of a government agency imposing a penalty or recoupment against BH-ASO, BH-ASO may recoup the amount of such Loss from the Provider or may set off the amount of the Loss against any reimbursement due Provider. This section will survive the termination of this Agreement. 5.2 Relationship of the Parties. Nothing contained in this Agreement is intended to create, nor will it be construed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for effectuating this Agreement. This Agreement is not intended to create a relationship of agency, representation, joint venture, or employment between the Parties. Nothing herein contained will prevent the Parties from entering into similar arrangements with other parties. Each Party will maintain separate and independent management and will be responsible for its own operations. Nothing contained in this Agreement is intended to create, nor will it be construed to create, any right in any third-party to enforce this Agreement. 5.3 Governing Law. The laws of the State of Iowa will govern this Agreement to the extent such laws are not preempted by federal laws. 5.4 Entire Agreement. This Agreement, including attachments, exhibits, amendments and incorporated documents or materials, contains the entire agreement between the Parties relating to the rights granted and obligations imposed by this Agreement. Any prior agreements, promises, negotiations, or representations, either oral or written, between the Parties and relating to the subject matter of this Agreement, are of no force or effect. 5.5 Severability. If a term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or any governmental agency with oversight authority for this Agreement to be invalid, void, or unenforceable, the remaining provisions will remain in full force and effect and will in no way be affected, impaired, or invalidated because of such decision. 5.6 Headings and Construction. The headings in this Agreement are for reference purposes only and are not considered a part of this Agreement in construing or interpreting its provisions. It is the Parties’ desire that if a provision of this Agreement is determined to be ambiguous, then the rule Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org of construction that such provision is construed against its drafter will not apply to the interpretation of the ambiguous provision. The following rules of construction apply to this Agreement: (i) the word “day” means calendar day unless otherwise specified; (ii) the term “business day” means Monday through Friday, except federal holidays; (iii) all words used in this Agreement will be construed to be of such gender or number as circumstances require; (iv) references to specific statutes, regulations, rules or forms, include subsequent amendments or successors to them; and (v) references to any government department or agency include any successor departments or agencies. 5.7 Non-exclusivity. This Agreement will not be construed to be an exclusive Agreement between the Parties. 5.8 Amendments. a. Regulatory Amendments or Change to State ASO Contract. BH-ASO may immediately amend this Agreement to maintain consistency or compliance with applicable policy, directive, Law, or the State ASO Contract at any time and without Provider’s consent. Such amendment will be binding upon Provider. b. Non-Regulatory Amendments. Notwithstanding the Regulatory Amendments section, BH-ASO may otherwise amend this Agreement upon thirty (30) days prior written notice to Provider. If Provider does not deliver a written disapproval to such amendment within the thirty (30) day period, the amendment will be deemed accepted by and binding upon Provider. 5.9 Delegation or Subcontract. Provider will submit to BH-ASO a list identifying Provider’s Subcontractors with a description of the services each Subcontractor provides as it relates to the performance of this Agreement. Provider will promptly submit updates to the list to BH-ASO. Provider will ensure each Subcontractor complies with the applicable terms of this Agreement. Provider’s contract with a Subcontractor will be in writing and will bind the Subcontractor to the applicable terms required for compliance with this Agreement. BH-ASO has the right to request Provider eliminate the use of a Subcontractor that does not meet the applicable terms of the Agreement and Provider will take reasonable action to comply with the request. 5.10 Assignment. Provider may not assign or transfer, in whole or in part, any rights, duties, or obligations under this Agreement without the mutual prior written consent of the BH-ASO. Subject to the foregoing, this Agreement is binding upon, and inures to the benefit of the Parties and respective successors in interest and assignees. Neither the acquisition of BH-ASO nor a change of its legal name shall be deemed an assignment. 5.11 Provider Grievance or Payment Dispute. a. In the event of a grievance or payment dispute, Provider shall submit a written grievance to the BH-ASO at the notice address set forth herein, or through the process set out in the Policies and Procedures, within sixty (60) days of the occurrence of the event(s) giving rise to the grievance. The written grievance shall include at a minimum: description of the issue, relevant Agreement section(s), and supporting evidence. b. BH-ASO shall promptly investigate the grievance and shall respond in writing within forty- five (45) days, with the results of the investigation into the claim and any resolution or corrective action. This forty-five (45) day timeline may be tolled by BH-ASO to the extent additional information is required from Provider or another party. If the timeline is tolled following the request for additional information, the remainder of the timeline shall begin to run upon receipt of the additional information by the BH-ASO or at such time that Provider indicates that such information is not available. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org c. If Provider continues to be dissatisfied with the outcome of the grievance or payment dispute following the investigation and response from BH-ASO, then Provider can appeal BH-ASO’s decision to the State. 5.12 Notice. a. Delivery. All notices required or permitted by this Agreement will be in writing and delivered: (i) in person; (ii) by U.S. Postal Service (“USPS”) registered, certified, or express mail with postage prepaid; (iii) by overnight courier that guarantees next day delivery; (iv) by email. Notice is deemed given: (i) on the date of personal delivery; (ii) on the second business day after the postmark date for USPS registered, certified, or express mail with postage prepaid; (iii) on the date of delivery shown by overnight courier; or (iv) on the date of transmission for email. b. Addresses. The mailing address and email address, set forth under the Signature Page will be the Party’s information for delivery of notice. Each Party may change its information through written notice in compliance with this section without amending this Agreement. Notice will be sent to the attention of the Authorized Representative. 5.13 Waiver. A failure or delay of the BH-ASO to exercise or enforce any provision of this Agreement will not be deemed a waiver of any right of the BH-ASO. Any waiver must be specific, in writing, and executed by the Parties. 5.14 Execution in Counterparts and Duplicates. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties agree facsimile signatures, pdf signatures, photocopied signatures, electronic signatures, or signatures scanned and sent via email will have the same effect as original signatures. 5.15 Force Majeure. Neither Party will be liable or deemed to be in default for any delay or failure to perform any duty under this Agreement resulting directly or indirectly, from acts of God, civil or military authority, acts of a public enemy, war, accident, fire, explosion, earthquake, flood, strikes by either Party’s employees, or any other similar cause beyond the reasonable control of such Party if it is determined that: (i) the Party used the efforts a reasonable person would during the force majeure event to perform its duties under this Agreement; and (ii) the Party’s inability to perform its duties during the force majeure event is not due to its failure to take measures to protect itself against the force majeure event. 5.16 Confidentiality. Any information disclosed by either Party in fulfillment of its duties under this Agreement will be kept confidential. Provider will not disclose or release information to a third- party without the written consent of BH-ASO. However, each Party may share information with its subsidiaries and affiliates and its respective Personnel and designees as necessary to fulfill the terms of this Agreement. Nothing in the Agreement will preclude either Party from disclosing information as required for compliance with a Law or as required to comply with a governmental authority request provided that the information is only disclosed in a manner and to the extent required for compliance and in accordance with applicable Law. Provider will either return confidential information or destroy confidential information and provide confirmation of the destruction to BH-ASO upon request if the Agreement terminates. This section will survive any termination. 5.17 Expenses. Unless otherwise specifically stated in the Agreement, all costs and expenses incurred in connection with this Agreement will be paid by the Party incurring the cost or expense. 5.18 Offshore Resources. Neither Provider nor its Subcontractors will perform any work, or store any data, related to the administration of the Agreement outside the United States of America. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org ATTACHMENT A SERVICES AND REQUIREMENTS Provider agrees to provide the following Services or Deliverables, for the locations (if applicable) and fees in Attachment B, and adhere to the following requirements and Laws for those services. Additional services may be listed with a fee in Attachment B. Co-Responder 1. Crisis Intervention Officer: Provider shall provide one full time Crisis Intervention Officer (CIO) which shall perform the following duties: a. Maintain a professional working relationship with the mental health professional assigned. b. Be the direct liaison between the mental health community and Provider. c. Respond to mental health related calls for the Provider’s designated area. d. Complete mental health follow-ups with identified consumers or referrals from patrol. e. Complete assessments of individuals in a mental health crisis to determine if involuntary hospitalization is required. f. Provide transportation to locally identified resources best suited for the Consumer requesting/requiring hospitalization. g. Develop a resource guide linking all community stakeholders for their District or service area. h. Coordinate with local mental health agencies for continuity of care. i. Attend meetings with local facilities, hospitals, courtroom work groups, and other key stakeholders, as required. j. Maintain, or cause Provider to maintain, data pertinent to the services required by the CIO. This includes, but is not limited to, number of Consumers responded to. k. Attend roll calls, monthly or as needed, to educate patrol officer and supervisors about the program. l. Work closely with the BH-ASO to improve implementation of the co-responder program. m. Participate in any applicable training offered or required by the BH-ASO. n. Other duties or responsibilities as assigned or required by Law. 2. Requirements a. CIO must be a certified and sworn law enforcement officer under the authority and employment of the Provider. b. Provider’s Chief of Police, or designee, shall select the employee to be the CIO. c. Provider shall supervise the CIO. d. Provider shall supply the following to the CIO: i. Unmarked police motor vehicle Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org ii. Office space (including, but not limited to, a desk) iii. All standard issue police equipment e. Provider shall pay the salary/wages, unemployment benefits, taxes, FICA, and any other compensation and benefits associated with CIO. f. Provider shall maintain workers compensation insurance. 3. Mental Health Professional a. An individual from Inside Out Wellness and Advocacy will be assigned as a Mental Health Professional (MHP) as a resource available to respond and provide assistance upon dispatch or request of Provider. b. CIO and MHP agree to share any relevant and appropriate data and information necessary to respond to the deliverables in Section 1 of this Attachment. c. CIO will keep any information shared by MHP confidential unless otherwise required by Law to disclose the information. d. Provider is not responsible for MHP costs. 4. Funding in Future Agreement Year a. Provider and BH-ASO agree to reduce funding in future years, beginning no later than 2027, to increase Provider, or other funder, share and decrease BH-ASO share. This will be done in an effort to increase local buy-in and sustainability of the program. b. The BH-ASO portion of funding the program will be stepped down annually, starting no later than 2027, by the following: i. Step Down Year One: BH-ASO will fund 75% of cost of CIO. ii. Step Down Year Two: BH-ASO will fund 50% of cost of CIO. iii. Step Down Year Three: BH-ASO will fund 25% of cost of CIO. iv. Step Down Year Four and ongoing: BH-ASO will fund 25% of cost of CIO. 5. Additionally, Provider agrees to the following: a. Amendments. Provider and BH-ASO agree that additional or revised requirements to the Services and Deliverables may not be available until after July 1, 2025. Provider and BH-ASO agree that additional amendments or revisions may be required during the first year of this Agreement and will not be implemented with less than sixty (60) days notice, unless otherwise required by Law. b. Workstream Identification. When applicable, Provider will be required to identify the priority areas for each Service and funding streams as appliable and work with BH-ASO to develop a budget for those priority areas and or Service Areas. c. Attestations. If applicable, Provider will receive attestation forms for certain Services Provider agrees to promptly sign and return these forms or Provider may not be eligible for funding. d. Guidance. Provider will comply with all Service specific Guidance provided by Iowa HHS. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org e. State General Provisions. Additional provisions from the State of Iowa and Iowa HHS will be available in the BH-ASO Policies and Procedures. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Additionally, Provider agrees to the following 1. Amendments. Provider and BH-ASO agree that additional or revised requirements to the Services and Deliverables may not be available until after July 1, 2025. Provider and BH-ASO agree that additional amendments or revisions may be required during the first year of this Agreement and will not be implemented with less than sixty (60) days notice, unless otherwise required by Law. 2. Workstream Identification. When applicable, Provider will be required to identify the priority areas for each Service and funding streams as appliable and work with BH-ASO to develop a budget for those priority areas and or Service Areas. 3. Attestations. If applicable, Provider will receive attestation forms for certain Services Provider agrees to promptly sign and return these forms or Provider may not be eligible for funding. 4. Guidance. Provider will comply with all Service specific Guidance provided by Iowa HHS. 5. State General Provisions. Additional provisions from the State of Iowa and Iowa HHS will be available in the BH-ASO Policies and Procedures. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org ATTACHMENT B FEE SCHEDULE Co-Responder Rate Sheet: Cost Amount Area Salary and Benefits $97,000.00 Misc. Equipment and Supplies $4,000.00 These funds shall not be used for the purchase of a vehicle or weapons. Unless otherwise noted in Attachment B, Provider will continue providing services at the current service level in the current areas which the Provider was contracted to provide services during state FY 2025. The BH-ASO reserves the right to engage with the Provider in a process of retrospective settlement based on funds paid for by the SN-MIS, Iowa Medicaid, or other third parties to offset access and sustainability funds, if appliable. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org ATTACHMENT C DATA AND REPORTING Provider and BH-ASO agree to meet between July 1, 2025 and March 1, 2026 to fully establish required data and reporting, including but not limited to evidence-based outcomes, and required format for submission. No less than sixty (60) days notice will be given for the data and reporting requirements, unless the requirement has a shorter implementation date as required by Law. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org ATTACHMENT D BUSINESS ASSOCIATE ADDENDUM To the extent that BH-ASO provides services to Provider such that BH-ASO becomes a “business associate” to provider as that term is defined by HIPAA and the HITECH Act, Provider (the “Covered Entity”), and BH- ASO (the “Business Associate”) are bound as follows: RECITALS A. Covered Entity is a health care provider of behavioral health services subject to the Health Insurance Portability and Accountability Act (“HIPAA”). B. Business Associate provides certain services for or on behalf of the Covered Entity pursuant to that certain agreement titled Behavioral Health Services Agreement and effective as of the date set out above (the “Services Agreement”; provided, however, if the title and effective date of the Services Agreement are left blank herein, this Agreement shall be deemed to apply to any and all agreements entered into prior to, on or after the Effective Date (as defined herein) of this Agreement, by and between Covered Entity and Business Associate). C. Covered Entity is required by HIPAA to obtain satisfactory assurances that Business Associate will appropriately safeguard all Protected Health Information and Electronic Protected Health Information disclosed by, or created, received, maintained or transmitted by Business Associate on behalf of, Covered Entity. NOW, THEREFORE, in consideration of entering into the Services Agreement and the mutual promises and agreements below and in order to comply with all legal requirements, the parties agree as follows: I. DEFINITIONS 1.1 “Business Associate" shall generally have the same meaning as the term "Business Associate" at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean the party identified above as Business Associate, provided that such party shall only become a Business Associate until and if it meets the definition of Business Associate under the HIPAA Rules. 1.2 "Covered Entity" shall generally have the same meaning as the term "Covered Entity" at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean the party identified above as Covered Entity. 1.3 “Document Demand” has the meaning set forth in Section 3.12. 1.4 “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended at the time the section is to be applied. 1.5 Remaining Terms. Capitalized terms used, but not otherwise defined, in this Agreement have the meaning ascribed to them in the HIPAA Rules, including but not limited to: Breach, Data Aggregation, Designated Record Set, Disclose or Disclosure, Electronic Protected Health Information, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Practices, Protected Health Information or PHI, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. II. PERMITTED USES AND DISCLOSURES OF PHI 2.1 Services Agreement Uses and Disclosures. Business Associate may use or disclose PHI for purposes of performing its obligations and functions under the Services Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. 2.2 Other Permitted Uses. If necessary, Business Associate may use PHI: (i) for the proper management and administration of the Business Associate; (ii) to carry out the legal responsibilities of the Business Associate; and (iii) for the provision of Data Aggregation services relating to the Health Care Operations of Covered Entity. 2.3 Other Permitted Disclosures. If necessary, Business Associate may disclose PHI for the purposes described in Section 2.2 above if: (i) the disclosure is Required by Law; or (ii) Business Associate obtains reasonable written assurance from the person or entity to whom it discloses the PHI that the PHI will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity, and the person or entity notifies Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. III. OBLIGATIONS OF BUSINESS ASSOCIATE 3.1 Compliance with HIPAA Rules. Business Associate shall comply with all applicable provisions of HIPAA Rules in carrying out its obligations under the Services Agreement and this Agreement. Further, to the extent Business Associate is to carry out any of Covered Entity ’s obligations, Business Associate agrees to comply with the requirements of such subpart that apply to Covered Entity in the performance of such obligations. 3.2 Prohibition on Unauthorized Use or Disclosure. Business Associate shall not use or disclose PHI except as permitted by this Agreement or as Required by Law. 3.3 Minimum Necessary (a) Business Associate shall limit its use and disclosure of PHI under this Agreement to the Minimum Necessary to accomplish the Business Associate’s intended purpose. Business Associate may in good faith determine what constitutes the Minimum Necessary to accomplish the intended purpose of any disclosure of PHI. (b) Paragraph (a) above does not apply to: (1) disclosures to or requests by a health care provider for treatment; (2) uses or disclosures made to the Individual; (3) disclosures made pursuant to an authorization as set forth in 45 C.F.R. § 164.508; (4) disclosures made to the Secretary under 45 C.F.R. part 160, subpart C; (5) uses or disclosures that are Required by Law as described in 45 C.F.R. § 164.512(a); and (6) uses or disclosures that are required for compliance with applicable requirements of HIPAA Rules. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org 3.4 Safeguarding PHI; Security Regulations. Business Associate shall use appropriate administrative, physical, and technical safeguards and comply with HIPAA Rules with respect to Electronic PHI to prevent the use or disclosure of PHI other than as provided for by this Agreement. 3.5 Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Security Incident or a use or disclosure of PHI by Business Associate in violation of this Agreement. 3.6 Reporting. In the event that Business Associate becomes aware of a use or disclosure of PHI by Business Associate that is not permitted under this Agreement, Business Associate shall report such use or disclosure to the Covered Entity promptly in writing and in any event, within forty- five (45) days of becoming aware of the use or disclosure. Business Associate agrees to report to Covered Entity in writing any Security Incident of which it becomes aware, except that, for purposes of this reporting requirement, the term Security Incident does not include inconsequential incidents that occur on a frequent basis such as scans or “pings” that are not allowed past Business Associate’s firewall. Notwithstanding this Section 3.6, the Business Associate’s reporting obligations regarding any Breach are set forth in Article IV. 3.7 Subcontractors. Business Associate shall ensure that all subcontractors or agents of Business Associate that create, receive, maintain or transmit PHI on behalf of the Business Associate agree in writing to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. Business Associate shall ensure that all agents, including subcontractors, to whom it provides Electronic PHI, agree in writing to implement reasonable and appropriate safeguards to protect such Electronic PHI. 3.8 Access. (a) Within forty-five (45) days of a request from Covered Entity, Business Associate shall furnish the PHI contained in a Designated Record Set that will enable the Covered Entity to respond to an Individual’s request for inspection or copies of PHI about the Individual pursuant to 45 CFR § 164.524. (b) In the event an Individual requests access to PHI directly from Business Associate, Business Associate shall forward such request to the Covered Entity immediately and take no direct immediate action on any such request. If Covered Entity determines that an Individual is to be granted access to PHI, then Business Associate shall cooperate with Covered Entity to provide to any Individual, at the Covered Entity’s direction, any PHI requested by such Individual. 3.9 Amendment. (a) If the Covered Entity requests that Business Associate amend any Individual’s PHI or a record regarding an Individual contained in a Designated Record Set, then Business Associate shall provide the relevant PHI to the Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. §164.526. (b) In the event an Individual requests directly to Business Associate that PHI be amended, Business Associate shall forward such request to the Covered Entity within forty-five (45) days Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org of Business Associate’s receipt of such request and shall take no direct immediate action on the request. 3.10 Records Availability. Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining compliance with HIPAA Rules. 3.11 Accounting of Disclosures. (a) If the Covered Entity requests that Business Associate furnish an accounting of disclosures of PHI made by Business Associate regarding an Individual during the six (6) years prior to the date on which the accounting was requested, then Business Associate shall, within forty-five (45) days of such request, make available to the Covered Entity such information as is in Business Associate’s possession and is required for the Covered Entity to make the accounting required by 45 C.F.R. §164.528 and future regulations to be promulgated regarding accounting of disclosures. (b) In the event an Individual requests an accounting of disclosures directly from Business Associate, Business Associate shall within forty-five (45) days forward such request to the Covered Entity and shall take no direct action on the request. 3.12 Demands for Production of PHI. (a) Receipt by Business Associate. If Business Associate receives a subpoena, civil or administrative demand, or any other demand for production of PHI (a “Document Demand”), Business Associate shall provide a copy of such Document Demand to Covered Entity immediately, and in no event later than forty-five (45) days of Business Associate’s receipt. To the extent the PHI that is the subject of the Document Demand is in the possession of Business Associate, and a response is warranted according to the standards contained in 45 C.F.R. § 164.512(e), Business Associate shall timely respond to the Document Demand. (b) Receipt by Covered Entity. If Covered Entity receives a Document Demand, Business Associate shall provide to Covered Entity any PHI responsive to such Document Demand and assist and cooperate with Covered Entity in responding to such Document Demand in a timely manner and in accordance with the standards under 45 C.F.R. § 164.512(e). 3.13 Request for Restrictions on Disclosure of PHI. As required by the HIPAA Rules (except as otherwise required by law), Business Associate shall comply with any request of an Individual for the Business Associate to restrict the disclosure of PHI of the Individual when the disclosure is to a health plan for purposes of carrying out payment or health care operations (and is not for purposes of carrying out treatment), and the PHI pertains solely to a health care item or service for which the health care provider involved has been paid out of pocket in full. 3.14 Remuneration for PHI. Except as explicitly permitted in the Services Agreement or as permitted under the HIPAA Rules, Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI of an Individual unless the Individual provided to the Covered Entity a valid authorization in accordance with 45 C.F.R. § 164.508 that specifically authorizes the Business Associate to exchange the PHI for remuneration. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org 3.15 Marketing Restrictions. Business associate shall ensure that any Marketing communications it makes on behalf of Covered Entity are in compliance with the rules governing marketing set forth in 45 C.F.R. 164.508(a)(3), including but not limited to the requirements that Business Associate must obtain an authorization from an Individual prior to making any marketing communication to such Individual. 3.16 Fundraising Limitations. Business Associate shall ensure that any fundraising communications Business Associate makes on behalf of the Covered Entity are in compliance with the rules governing fundraising communications set forth in 45 C.F.R. 164.514(f), including but not limited to the requirement that Business Associate must provide, with each fundraising communication made to an Individual, a clear and conspicuous opportunity for the recipient of the communication to elect not to receive any further fundraising communications. Business Associate shall ensure that all Individuals electing not to receive any further fundraising communications do not receive any further fundraising communications. IV. BREACH NOTIFICATION. 4.1 Risk Assessment by Business Associate. If Business Associate becomes aware of a potential Breach, Business Associate shall complete a risk assessment of the potential Breach. Such risk assessment shall include at least all the factors identified in 45 CFR 164.402(2). 4.2 Notification to Covered Entity. If, after completing such risk assessment, Business Associate concludes that there was a Breach, Business Associate shall notify the Covered Entity of the Breach as soon as reasonably possible, and in all cases within forty-five (45) days of the first day on which any employee, officer or agent of Business Associate either knows or by exercising reasonable diligence would have known that a Breach occurred. The notification to Covered Entity shall include, if known, the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used or disclosed during such Breach. The notification shall also include: (a) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; (b) a description of the types of Unsecured PHI that were involved in the Breach (such as whether the full name, social security number, date of birth, home address, account number, diagnosis disability code or other types of information were involved); (c) recommended steps that Individuals should take to protect themselves from potential harm resulting from the Breach; and (d) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches. Business Associate shall maintain evidence to demonstrate that any required risk assessment was completed and notification to the Covered Entity under this paragraph was made unless the Business Associate determines that a delayed notice (as described in Section 4.3) applies. 4.3 Delayed Notification to Covered Entity. Notwithstanding Section 4.2 above, if a law enforcement official states in writing to Business Associate that the notification to Covered Entity required under Section 4.2 would impede a criminal investigation or cause damage to national security, then Business Associate may delay the notification for any period of time set forth in the written statement of the law enforcement official. If the law enforcement official provides an oral statement, then Business Associate shall document the statement in writing, including the name Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org of the law enforcement official making the statement, and may delay the notification required under Section 4.2 for no longer than forty-five (45) days from the date of the oral statement, unless the law enforcement official provides a written statement during that time that specifies a different time period. Business Associate shall be obligated to maintain evidence to demonstrate the reason for the delayed notification and that the required notification under this paragraph was made. 4.4 Notification to Individuals, the Secretary and/or the Media. In the event of a Breach caused by Business Associate, its agents and/or subcontractors, Business Associate shall provide assistance to Covered Entity in making all Breach notifications. To the extent Covered Entity incurs expenses and costs to comply with its notification obligations with respect to a Breach by Business Associate, its agents and/or subcontractors, in addition to any other remedies that may be available to Covered Entity under this Agreement or any applicable law, Business Associate shall reimburse Covered Entity for all costs and expenses (including reasonable attorneys’ fees) incurred by Covered Entity related to providing the notifications required under 45 C.F.R. §§ 164.404, 406 and 408. Additionally, in the event of a Breach, Business Associate agrees to pay for the credit monitoring fees for affected individuals for a period of at least two (2) years of credit monitoring. V. TERM AND TERMINATION 5.1 Term. This Agreement is effective upon the effective date of the Services Agreement, and except for the rights and obligations set forth in this Agreement specifically surviving termination, shall terminate the later of the date the Services Agreement terminates or when all PHI is returned to Covered Entity or, with prior permission of Covered Entity, destroyed. 5.2 Termination for Cause. Notwithstanding any provision in this Agreement, Covered Entity may terminate this Agreement and the Services Agreement if Covered Entity determines, in its sole discretion, Business Associate has breached any provision of this Agreement or otherwise violated HIPAA Rules. Covered Entity shall provide written notice to Business Associate with an opportunity for Business Associate to cure the breach or end the violation within forty-five (45) days of such written notice, unless cure is not possible. If Business Associate fails to cure the breach, end the violation within the specified time period or cure is not possible, this Agreement and the Service Agreement shall automatically and immediately terminate, unless termination is infeasible. Business Associate acknowledges that if cure is not possible and termination of the Services Agreement and this Agreement is infeasible, as determined in the sole discretion of the Covered Entity, Covered Entity may report the violation to the Secretary. 5.3 Termination after Repeated Violations. Notwithstanding any provision in the Agreement, Covered Entity may terminate the Services Agreement and this Agreement if Covered Entity determines, in its sole discretion, that Business Associate has repeatedly breached any provision of this Agreement or otherwise violated HIPAA Rules, irrespective of whether, or how promptly, Business Associate may remedy such violation after being notified of the same. 5.4 Obligations Upon Termination. Business Associate’s obligations to protect the privacy and security of PHI shall be continuous and shall survive termination, cancellation, expiration or other Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org conclusion of this Agreement or the Services Agreement. Upon termination of this Agreement, Business Associate will forward to Covered Entity, or to Covered Entity’s designee, the records necessary for continued administration of Covered Entity as directed by Covered Entity. After the forwarding of said records, whatever PHI remains with Business Associate will be subject to the following: (a) Except as provided in paragraph (b) of this Section 5.4, upon termination, cancellation, expiration or other conclusion of this Agreement, for any reason, Business Associate shall return or, if Covered Entity gives written permission, destroy, PHI in whatever form or medium and retain no copies of such PHI. Business Associate will complete such return or destruction as soon as possible, but in no event later than sixty (60) days from the date of the termination of this Agreement. Within forty-five (45) days of the return or destruction of all PHI by Business Associate, Business Associate shall provide written certification to Covered Entity that the return or destruction of PHI has been completed. (b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. VI. INDEMNIFICATION; INSURANCE 6.1 Indemnification by Business Associate. Business Associate will indemnify and hold harmless Covered Entity, and any affiliate, officer, director, employee or agent of Covered Entity from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any use or disclosure of PHI that violates or is not permitted by this Agreement, HIPAA Rules, or other breach of this Agreement by Business Associate or any subcontractor or agent of Business Associate. 6.2 Right to Tender or Undertake Defense. If Covered Entity is named as a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or violating use or disclosure of PHI or other breach of this Agreement by Business Associate or any subcontractor or agent of Business Associate, Covered Entity shall have the option at any time either to: (i) tender its defense to Business Associate, in which case Business Associate will provide qualified attorneys, consultants, and other appropriate professionals to represent Covered Entity’s interests at Business Associate’s expense; or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Business Associate will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals. 6.3 Right to Control Resolution. Covered Entity has the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that Covered Entity may have tendered its defense to Business Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Associate. Any such resolution will not relieve Business Associate of its obligation to indemnify Covered Entity under this Agreement. 6.4 Insurance. Upon request, Business Associate shall obtain and maintain insurance coverage against improper uses and disclosures of PHI by Business Associate, naming Covered Entity as an additional named insured. Upon request, Business Associate shall provide a certificate evidencing such insurance coverage. 6.5 Conflicts. With respect to any breaches or violations of this Agreement, the provisions in this Section 6 supersede any inconsistent terms contained in the Services Agreement. VII. GENERAL PROVISIONS 7.1 Effect. The terms and provisions of this Agreement supersede any other conflicting or inconsistent terms and provisions in any agreements between the parties, including all exhibits or other attachments thereto and all documents incorporated therein by reference. 7.2 Amendment. Business Associate and the Covered Entity agree to amend this Agreement to the extent necessary to allow either party to comply with HIPAA Rules. All such amendments shall be made in a writing signed by both parties. 7.3 No Third Party Beneficiaries. This Agreement is intended for the benefit of Business Associate and Covered Entity only. Nothing express or implied is intended to confer or create, nor be interpreted to confer or create, any rights, remedies, obligations or liabilities to or for any third-party beneficiary, including without limitation Individuals who are the subject of PHI. 7.4 Severability. In the event that any provision of this Agreement violates any applicable statute, ordinance, or rule of law in any jurisdiction that governs this Agreement, such provision shall be ineffective to the extent of such violation without invalidating any other provision of this Agreement. 7.5 No Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. 7.6 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the parties shall cooperate to assign this Agreement as appropriate if the Services Agreement is assigned. 7.7 Relationship of the Parties. Business Associate and Covered Entity are independent contractors and all acts performed by Business Associate are performed solely in its capacity as an independent contractor. 7.8 Counterparts; Facsimile Signature. This Agreement may be executed by facsimile and/or in counterparts, each of which shall be an original and all of which together shall constitute one and the same binding instrument. 7.9 Notification (a) Notice to Business Associate and Covered Entity shall be the same as in the Agreement. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org 7.10 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA Rules. Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D 500 SW 7th Street, Suite 300 | Des Moines, IA 50309 | 515-244-9610 | iowapca.org Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D Electronic Funds Transfer (EFT) Vendor Payment Authorization Form Iowa Primary Care Association, INConcertCare, Inc. or IowaHealth+ offers the option of receiving payments via EFT to our vendors. Payments will be electronically deposited into your company's designated bank account below through EFT. An EFT payment remittance advice will be delivered via the email address specified on the form below. EFT terms are NET 30, but the contractual terms can override this. The form is to be completed by the vendor and must contain the signature of a company authorized individual. Vendor Information Vendor Name City of Waukee Contact Name Chad McCluskey Contact Title Email for EFT remittance (required) cmccluskey@waukee.org Financial Institution Information Bank Name Nine-Digit EFT Routing Transit Number Account Number Account Type Authorization I hereby authorize Iowa Primary Care Association, INConcertCare, Inc. or IowaHealth+ to electronically credit the account above for payments (and, if necessary, electronically debit the account to correct erroneous credits). I understand that this authorization will remain in full force and effect until Iowa Primary Care Association, INConcertCare, Inc. or IowaHealth+ receives writ ten notification of its termination. Notification must be sent to ACNTPAY@IOWAPCA.ORG at least three (3) days in advance of the effective date of termination. Name Chad McCluskey Signature (required) Title Date SCAN FORM & SEND VIA SECURE EMAIL TO ACNTPAY@IOWAPCA.ORG (must include signature) Docusign Envelope ID: 24315543-1002-4149-B259-33569200783D