HomeMy WebLinkAboutUpstream Addendum A - 120919DocuSign Envelope ID: EA68CFCF-ODAO-4DEA-B2AC-4C98A83A372A
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ADDENDUM A
PARTNERSHIP SCHEDULE
TO
MEMORANDUM OF UNDERSTANDING
THIS PARTNERSHIP SCHEDULE ("Partnership Schedule") is entered into between Upstream USA, Inc.
("Upstream") and Jefferson County Public Health ("Organization") and is made a part of and is subject to the
terms of the Memorandum of Understanding entered into between Upstream and Organization dated
12/20/2018 ("MOU").
Background
Upstream supports the lives of all women by providing evidence -based reproductive health training and
technical assistance to, and by making interventions related to contraceptive care with, health agencies across
the nation. Upstream has developed training and technical assistance based on the Quality Family Planning
recommendations collaboratively developed by the Centers for Disease Control and Prevention and the Office
of Population Affairs of the U.S. Department of Health and Human Services. The goals of such training and
technical assistance are to improve the likelihood that individuals will achieve their desired number and spacing
of children, to increase the chances that a baby will be bom healthy, and improve their health even if they
choose to not have children. Organization desires for Upstream to provide such training and technical
assistance to, and make such interventions with, Organization pursuant to the terms herein.
1. Partnership Content:
Upstream and Organization agree to engage in a contraceptive care quality improvement partnership,
which will include the following content and activities, as further described herein:
• Training
• Precepting
• Technical assistance
• Implementation coaching
« Surveys and key informant interviews
• Subscription to analytic platform / dashboard
• Data exchange, de -identification, aggregation, and analysis
• Quality improvement activities
• Quality improvement measures and dashboard reports
« Process and quality improvement milestones
« Partnership funds
2. General Obligations of Organization:
a) Organization Sponsors and Champions.
I) Leadership "Executive Sponsor". Organization shall identify a member of the
executive leadership team to sponsor the partnership between Upstream and Organization, specifically
to communicate that the work aligns with Organizational priorities so that administrative and clinical
leadership can allocate the required staff time and resources, and support and enable key leaders and
staff to lead Upstream's initiative at Organization and within the health centers.
ii) Agency Champlon(s). Organization shall identify a staff person(s) who is the
appropriate choice to be an Agency Champion(s) because of their role, expertise, and enthusiasm for
the initiative. The Agency Champion is the liaison for supporting all Upstream activities in collaboration
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with Organization. This may require both an administrative chn and a clinical champion as the
responsibilities include, but are not limited to, the following:
A. Preparing staff dashboards for training, selecting training dates, and ensuring
completion of staff surveys;
B. Participating in and ensuring completion of pre -training, post -training, and ongoing
phone meetings and in-person visits conducted by Upstream's Quality
Improvement Team;
C. Facilitating necessary introductions to connect the Quality Improvement Team,
specifically the Quality Improvement Advisor, with site -level points of contact for
further site-specific scheduling needs;
D. Providing timely responses to requests for coordination, information, and feedback
before, during, and after training;
E. Meeting regularly with Upstream -assigned Quality Improvement Advisor to identify
and address barriers related to the provision of same-day contraceptive care;
F. Ensuring the completion of training for clinicians, including developing and
executing a precepting plan for new learners, and training for support staff; and
G. Helping to facilitate other data and information -gathering activities, such as patient
surveys and key informant interviews.
b) Subscription to Analytic Platform / Dashboard. Organization has entered into a
subscription agreement directly with Azara Healthcare LLC ("Azara"), a subcontractor of Upstream
("Subcontractor"), in order to gain access to the data reporting and analytics proprietary system known as
"DRYS". The DRVS analytic platform and dashboard is required for participation in the partnership delineated
in this Partnership Schedule. The DRVS analytic platform and dashboard enables Organization to track
progress on Upstream's family planning quality improvement measures (as described herein). The DRVS
analytic platform will also enable Upstream to monitor progress on these measures, though Upstream's view of
the platform will be limited to summary measures and will not include any person -level data.
C) Data Exchange. Organization shall provide any required clinical and practice management
data directly to Subcontractor, including, but not limited to, electronic health record ("EHR") and other data, for
a designated period before, during, and after the term of Upstream's engagement with Organization. Among
other purposes, the data will inform quality improvement and track progress toward goals of initiatives related
to the MOU and/or this Partnership Schedule. The data may also include, without limitation, interim data on
implementation, outcomes, and other EHR data.
I) To the extent that any Protected Health Information ("PHI"), as that term is defined
under the Health Insurance Portability and Accountability Act of 1996, as amended, and its
implementing regulations (collectively, "HIPAA"), is provided by or on behalf of Organization pursuant
to the MOU or this Partnership Schedule, Organization shall provide such PHI directly and exclusively
to Subcontractor under the terms of the BAA (as defined below), which has been established by and
between Organization and Subcontractor.
ii) Organization has executed a HIPAA-compliant Business Associate Agreement directly
with Subcontractor ("BAA") to enable such sharing of PHI and to establish the terms governing such
provision. Organization further agrees that it authorizes Subcontractor to generate and provide
aggregate and/or de -identified data or measures, or any combination thereof, to Upstream on behalf of
Organization. Such information will at all times be fully de -identified consistent with HIPAA's de -
identification safe harbor.
iii) Organization shall not, under any circumstances, provide any PHI to Upstream.
Rather, Upstream will only receive aggregate and/or de -identified data and measures directly from
Subcontractor, as authorized by Organization.
d) Data Ownership. Organization agrees that Upstream shall own all aggregate and/or de -
identified data and/or measures that result from the MOU or this Partnership Schedule, including but not limited
to those obtained through DRVS, through patient and staff surveys, and through key informant interviews.
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e) Surveys. Organization shall ensure that all Organization staff participating in training complete
any pre- and post -training surveys aimed at capturing changes in knowledge, confidence, and behaviors related
to the provision of contraception at different points in time. As needed, Organization shall support Upstream's
efforts to survey patients about their experiences and decision-making related to contraceptive care, which
could include surveys of patients at multiple points in time, both prior to program implementation and following
program implementation. From time to time, Upstream, or researchers with whom Upstream contracts, may
wish to do key informant interviews of leadership, administrative staff, or clinicians. Organization shall support
Upstream in these efforts.
f) Participation In Training and Technical Assistance.
i) Training. Organization shall ensure that all staff and clinicians who have patient
contact attend Upstream's training. All cohorts or working groups should attend the same training. This
includes all licensed clinicians, including, but not limited to, doctors, nurse practitioners, physician
assistants, and certified nurse midwives, including those with proficiency in IUD and implant placement;
and front-line and support staff, including, but not limited to, medical assistants, registered nurses,
health educators, front desk staff, and phonetcall center staff.
ii) Contraception Counseling. Organization shall ensure that at least eighty (80)
percent of Organization's staff, who attend Upstream's training and who will be providing contraception
counseling, shall be signed off for proficiency in providing said counseling by Upstream.
iii) Precepting. Organization and Upstream will develop a precepting plan in order to
ensure that appropriate clinicians are proficient in IUD and implant placement. This plan will include
strategies for:
A. Ensuring those clinicians deemed necessary to enable same-day access to
contraception for patients, who are new to IUD and/or implant placement, can
complete enough supervised placements with live patients to be signed off as
competent and confident, which may include setting up precepting clinics, utilizing
internal preceptors for training, or having access to Upstream -provided preceptors
and mentors;
B. Identifying and training internal preceptors, and should any site not have an
adequate number of preceptors to work with new learners, scheduling hands-on
precepting clinics hosted by Organization, prior to the Upstream training, such
clinics being focused on those clinicians who will in tum conduct precepting post -
training; and
C. Ensuring that, within three (3) months of training, there will be a sufficient number
of precepted clinicians to enable same-day access for patients.
iv) Technical Assistance. Organization shall commit Organization Champion(s)' time
and leadership attention necessary to prepare for and participate in technical assistance provided by
Upstream's Quality Improvement Advisor. This technical assistance, which will be provided in the
months leading up to and following the training, will be focused on identifying and reducing barriers
related to same-day access to the full range of contraceptive services. Organization Champion(s) and
other leadership and staff as assigned will ensure that appropriate protocols, consents, workflows, EHR
templates, supplies, patient education materials, stock of devices, appropriate billing and coding
practices, and precepting plans are in place, to support the Upstream -recommended contraceptive care
delivery model.
V) Implementation Coaching. Prior to the training, Organization Champion(s) will
identify the point of contact at each health center within Organization, who will coordinate post -training
on-site coaching visits with Upstream's Implementation Coaches, who will support and monitor staff
adoption of the contraceptive counseling model.
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vi) Voluntarism. Organization shall ensure that women of reproductive age ("WRA")
initiating contraception are provided access to the full range of contraceptive methods and high-quality
patient-centered contraceptive counseling that is free from coercion.
g) Title X. If Organization receives Title X funding, Organization will share de -identified Title X
data to Upstream for Upstream to explore changes in Organization's contraceptive -method profile of the relative
use of different contraceptive methods.
h) Permissions. Organization grants Upstream all necessary permissions to share results at
Organization and initiative levels on all data collection and analysis aggregated at Organization level. Such
results will include Organization by name but will not include any PHI. Upstream will warehouse de -identified,
aggregated and disaggregated data once Upstream's intervention with Organization is complete. Organization
also grants Upstream all necessary permissions to confidentially share de -identified and/or aggregated data
with third -party research firms for the purposes of conducting data analyses and evaluation.
3. General Obligations of Upstream:
a) Incentive Total. Upstream will provide funding up to $10,000.00 ("Partnership Funds") to
Organization, paid in installments in accordance with Section 5 of this Partnership Schedule delineated below.
b) Training. Deliver high-quality training for the entire health care team aimed at supporting the
adoption and delivery of high-quality, same-day contraceptive counseling and care. During the training,
Upstream will provide meals for staff and individual time for each new clinician learner on the VirtaMed pelvic
simulator. Upstream will provide additional training as needed, including training for clinician mentors on
facilitating precepting, refresher trainings at staff meetings, customized on-site support for phone and front desk
staff, and training on appropriate billing and coding practices. Upstream will also coordinate with Merck to offer
the Merck Clinical Training Program immediately following the Upstream training.
C) Precepting. Upstream will work with Organization Champion(s) and other key staff and
leadership to ensure precepting is completed for those clinicians deemed necessary to enable same-day
access to contraception for patients, who are new to IUD and/or implant placement, at Organization. This
includes developing a precepting plan, identifying and coordinating the use of external preceptors as needed,
planning precepting clinics, and providing tools such as the VirtaMed pelvic simulator, demo devices, and
competency assessments.
d) Technical Assistance. Upstream will assign Organization a Quality Improvement Team,
including a Quality Improvement Advisor, Quality Improvement Coordinator, and Implementation Coach. This
team will guide the agency in implementing systems and administrative level changes necessary to ensure
same-day access to the full range of contraceptive options. This includes providing support related to billing
and coding, protocols and consents, workflow, EHR documentation, precepting of clinicians to place IUDs and
implants, ordering and stocking contraceptive options, and customized support as needed. As measures
related to the initiative become available to Upstream via Subcontractor and other sources, the Quality
Improvement Team will work with Organization and health center leadership to achieve continuous
improvement.
e) Implementation Coaching. Upstream will assign each site an Implementation Coach to
provide post -training on-site support for staff in order to ensure support staff are providing high-quality
contraceptive counseling to all patients. Implementation Coaches will also work with phone and front desk staff,
train appropriate staff on tray and room set-up for IUD and implant placements and removals, ensure staff and
clinicians implement an effective and efficient workflow, and ensure the clinic makes use of effective patient
education materials.
4. Quality Improvement Measures and Dashboard Reports:
a) Quality Improvement Measures. Upstream's program of quality improvement monitoring
includes a set of Upstream family planning quality improvement measures used to track changes taking place
at Organization. As noted above, these family planning improvement measures will be viewable to Upstream
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through the DRVS platform in the aggregate, will not entail the sharing of any PHI with Upstream, and are as
follows:
i) Percent (%) of Females Aged 15-44 with an answer to the pregnancy intention
screening question ("PISQ") in the EHR
A. Distribution of responses to the PISQ
ii) Percent (%) of Females Aged 15-44 with documentation of contraceptive counseling
in the EHR
ill) Percent (%) of Females Aged 15-44 who are using each of the following X
contraceptive birth control methods at the end of their contraceptive visit, with distribution of responses
among the following methods:
A. Implant
B. IUD/IUS
C. IUD -copper (as EC)
D. Female sterilization
E. Vasectomy
F. Shot/Depo
G. Combined oral contraceptive
H. Progestin -only contraceptive
I. Patch
J. Ring
K. Diaphragm or cervical cap
L. Male condom
M. Female Condom
N. Withdrawal and other methods
O. Spermicide
P. Contraceptive sponge
Q. Fertility awareness -based method (FAM)
R. Emergency contraception (pill)
S. Declines to state/unknown
T. No method — no contraceptive precautions
U. No method — other reason (same sex partner, menopausal, or infertile)
V. Abstinence
W. Pregnant
X. Seeking Pregnancy
IV) Percent (%) of Females Aged 15-44 who are provided a most effective (i.e.,
sterilization, contraceptive implants, IUD/IUS) or moderately effective (i.e., injectable, oral pills, patch,
ring, or diaphragm) method of contraception
V) Percent (%) of Females Aged 15-44 who are provided a LARC method
vi) Percent (%) of Females Aged 15-44 receiving emergency contraception
A. Percent (%) of Females Aged 15-44 receiving emergency contraception who
received copper IUD as emergency contraception
vii) Total implant insertion counts for Females Aged 15-44
viii) Total implant removal counts for Females Aged 15-44
ix) Total IUD insertion counts for Females Aged 15-44
X) Total IUD removal counts for Females Aged 15-44
xi) Percent (°k) of Females Aged 15-44 receiving a LARC during the initial contraceptive
visit
xii) Percent (%) of Females Aged 15-44 receiving a LARC during multiple visits.
The alternative measures below will be made available via Subcontractor for analytic purposes but are not tied
directly to quality improvement:
xiii) Percent (%) of Females Aged 15-44 initiating contraception
xiv) Percent (%) of Females Aged 15-44 initiating a LARC method of contraception
xv) Percent of Females Aged 15-44 initiating a non-LARC method of contraception
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Upstream's quality improvement measures may be modified from time o time at Upstream's sole discretion
upon written notice to Organization.
b) Dashboard Reports. As noted above, Organization shall provide Subcontractor with access
to any clinical and practice management data required to calculate the aforementioned measures. Such data
will be collected through the DRVS. Before data are imported into the DRVS, Subcontractor will establish
protocols for data protection and assess data quality. Once the data required to calculate the aforementioned
measures are imported into the DRVS via Organization's EHR, the aforementioned quality improvement
measures will be displayed in a dashboard, displaying Organization at baseline (status prior to Partnership Start
Date, defined below in Section 6(a)) and monthly thereafter. The dashboard available to Organization will also
include a set of quality improvement measures beyond Upstream's quality improvement measures, including,
but not limited to, basic primary care measures, cancer screening measures, encounter volume, and no-show
and cancellation tracking measures. Organization hereby grants Upstream access to and use of Organization's
measures and dashboard reports for the purposes set forth herein.
C) Tracking of Measures. Upstream and Organization will use this information to inform quality
improvement activities and investments at Organization and to track progress on the measures. Upstream and
Organization will share access to the Upstream dashboard so that they can interpret the measures together
and jointly set goals and decide on next steps. These data will also serve as one of the data sources for external
evaluation aimed at documenting the results of the Upstream initiative in the State of Washington, and will be
shared with an external evaluator.
S. Process and Quality Improvement Milestones:
According to the following schedule, and provided Organization has fulfilled its commitments as determined by
Upstream in good faith, Upstream will pay Organization upon achievement of each Process Milestone and
Quality Improvement Milestone listed below:
a) Process Milestones.
i) Training Milestone. All support and clinical staff listed in the Organization staff
dashboard shall participate in Upstream's in-person training event. Upon achievement of this milestone
by one hundred (100) percent of Organization's sites, Upstream will pay Organization $2,000.00.
ii) Contraceptive Access Milestone.
A. Access Policies and Guidelines. Organization has instituted access policies that
are regularly reviewed and updated, which formalize the ideal workflow, roles,
responsibilities, and staff training plans to enable best -in -class, same-day access
to the full range of contraceptive methods. Organization has also instituted
medical guidelines allowing for the provision of the full range of methods, including
IUDs and implants. Upon achievement of this milestone section, Upstream will
pay Organization $1,500.00.
B. Base Range Stock. Prior to training occurring, each health center location has:
1) Stocked a base range of LARC options on the shelf, including at least
one hormonal IUD (Mirena, Skyla, Kyleena, or Liletta), the non-
hormonal IUD (Paragard), and the implant (Nexplanon) AND
2) Stocked other prescription methods on the shelf (pill, patch, ring, or
depo shot) OR has the ability to call in same-day to pharmacy.
Upon achievement of this milestone section, Upstream will pay Organization
$2,000.00.
(continued on following page)
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b) Quality Improvement Milestones. upstreatill.,
i) PISQ Response Milestone: Within three (3) months of completed training, at least
eighty (80) percent of WRA who have had at least one encounter in a given month have a documented
response to a PISA' in the EHR in the last twelve (12) months.2 Upon achievement of this milestone
in two (2) consecutive months, Upstream will pay Organization $1,500.00.
ii) Contraceptive Counseling Milestone: Within three (3) months of completed
training, among WRA who respond "no" to PISQ during an encounter in a given month, at least eighty
(80) percent receive contraceptive counseling during that visit.3 Upon achievement of this milestone in
two (2) consecutive months, Upstream will pay Organization $1,500.00.
iii) End Method Documentation Milestone: Within three (3) months of completed
training, at least eighty (80) percent of WRA who have had at least one encounter in a given month
have their End Method documented in the EHR.4 Upon achievement of this milestone in two (2)
consecutive months, Upstream will pay Organization $1,500.00.
6. Term and Termination of Partnership Schedule:
a) The term of this Partnership Schedule shall be from 08/19/2019 ("Partnership Start Date")
through 12/20/2023 ("Partnership End Date") (collectively, the "Partnership Term"), unless the MOU is
terminated earlier, in which case this Partnership Schedule shall terminate the date the MOU terminates.
b) Either party may terminate this Partnership Schedule for any reason with or without cause at
any time by giving thirty (30) days' prior written notice to the other party. Upon receipt of such notice, each
party will inform the other party of the extent to which obligations were completed and each party will take steps
to wind down their obligations in an orderly fashion during the notice period.
C) If this Partnership Schedule is terminated prior to the Partnership End Date, Upstream shall
have no obligation to pay any Partnership Funds which would otherwise be paid after the effective date of
termination of this Partnership Schedule.
7. Miscellaneous Provisions:
a) Each of the persons signing below on behalf of a party represents and warrants that he or she
has full requisite power and authority to execute and deliver this Partnership Schedule on behalf of the party
for whom he or she is signing and to bind such party to the terms and conditions of this Partnership Schedule.
b) This Partnership Schedule may be executed in counterparts, each of which shall be deemed
an original and may be executed and delivered by a digitized transmission of a counterpart signature page.
(signatures to follow on next page)
Following the integration of the indicated field in the EHR, as well as validation of the field in the data analytics platform.
A Pregnancy Intention Screening Question ("PISQ") should be integrated into the EHR as a field in the medical assistant
workflow. This integration should happen prior to training. The response fields are "yes," "no," "unsure," "ok either way,"
and "N/A," and should be documented using a checkbox or drop-down menu.
2 The look -back period may be less than twelve (12) months if Organization integrated PISQ into EHR less than twelve
(12) months ago.
3 Contraceptive counseling documentation should be integrated into the EHR as a field in the medical assistant workflow.
The integration should happen prior to training. Response fields can be "yes" or "no," or a checkbox indicating that
counseling occurred.
4 End method documentation should be Integrated into the EHR as a field in the clinician's workflow. The integration
should happen prior to training. End Method is defined as the contraceptive method a patient is using upon exiting their
visit and response fields include all hormonal and non -hormonal contraceptive methods, barrier methods Including
condoms, sterilization, fertility awareness methods, pregnancy or seeking pregnancy, abstinence, menopause, no
method, and unknown method.
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,
IN WITNESS WHEREOF, the parties have executed this Partnership Sceduce as of the date first above written.
UPSTREAM USA, INC.:
JEFFERSONICOUNTY PUBLIC HEALTH:
oocuftned W.
n74n5...
(Signatu )
Name: Ann Quandt
Name: Kate Dean
Title: CFAO
Title: Chair, Jefferson County Board of
Date: 12/19/2019
Commissioner /
Date: 11—
Approved as to form only:
Date:
Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attomey
Jefferson County Prosecuting Attorney's Office
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upstvN: 901 -
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MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING ("MOU") dated 12/20/2018 is between Upstream USA, Inc.
("Upstream"), a 501(c)(3) non-profit organization formed under the laws of Delaware, and Jefferson County
Public Health ("Organization"), a Washington healthcare organization.
Background
Upstream supports and improves the lives of vulnerable women by providing evidence -based reproductive
health training to health centers across the nation. Increasing access to, and use of, contraception has been
shown to positively affect several social outcomes, including level of educational attainment, economic self-
sufficiency, and overall health of women and families. Upstream's innovative training and technical
assistance program is based on research conducted by renowned reproductive health experts and uses a
system -wide approach to training, quality improvement, and workflow change to affect these social outcomes.
Organization seeks to collaborate with Upstream in order to leverage Upstream's innovative training and
technical assistance program pursuant to the terms herein.
Terms and Conditions
1. Program Content. Organization and Upstream agree to collaborate on the projects and initiatives
set forth in the Schedule(s), set forth under the addendum or addenda attached hereto. Any new projects and
initiatives shall be set forth under additional schedules, as mutually agreed by the parties in writing.
2. Legal Compliance.
a) Organization shall ensure that all actions it performs under this MOU comply with all
applicable state and federal laws and regulations, and Organization shall require the same contractual
commitments from all third parties performing any work under the MOU for Organization, if applicable.
b) Organization represents and warrants that:
i) It is in compliance with all federal, state, and local laws, statutes, regulations,
ordinances, codes, and rules applicable to Organization or the operation of its business and relating
to payment for items or services rendered, provided, or furnished by healthcare providers or suppliers
("Healthcare Laws");
ii) No allegation, investigation, audit, whistleblower, or qui tam action, or any other suit,
action, proceeding, hearing, survey, or inspection, has been made, filed, or commenced or, to the
knowledge of Organization, threatened, involving Organization or its business with respect to any
alleged failure to comply with any Healthcare Law, and to the knowledge of the Organization, there is
no reasonable basis for any such action;
iii) It holds all applicable licenses, permits, certifications, and accreditations that are
reasonably necessary to conduct Organization's business, including Organization's obligations under
this MOU ("Healthcare Permits"); that each Healthcare Permit is and shall be valid and in full force
and effect during the Term of this MOU; that the Organization has remained and will remain in
compliance with the terms of such Healthcare Permits required under any Healthcare Law; and that is
not and has not been subject to any plan of correction, corporate integrity agreement, consent
decree, deferred prosecution agreement, or monitoring by any governmental or regulatory authority,
agency, or commission (in each case, whether federal, state, county, or local) or accreditation
organization, other than through routine licensing inspections or accreditation surveys; and
iv) All individuals who currently provide any professional services to or on behalf of the
Organization or do so during the Term of this MOU who require any certification or license have been
Memorandum of Understanding 2018 Page 1 of 7
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and are duly certified or licensed, as applicable and in all mrespects, to practice his or her
profession in each applicable jurisdiction.
C) The parties represent and warrant that neither party, nor any of their respective subsidiaries,
directors, officers, employees, or independent contractors has engaged in any activities which are grounds for
civil penalties or mandatory or permissive exclusion from Medicare, Medicaid, or any other Federal Health
Care Program under 42 U.S.C. §§ 1320a-7, 1320a -7a, 1320a -7b, or 1395nn, 18 U.S.C. § 1347, or 1035, or
31 U.S.C. §§ 3729-3733 or the regulations promulgated pursuant to such statutes.
3. Confidentiality.
a) "Confidential Information" for the purpose of this MOU shall mean all confidential, non-public,
and/or proprietary information and trade secrets (whether or not patentable or copyrightable), owned or
possessed by either party ("Disclosing Party") and disclosed by such party to the other party ("Receiving
Party") on or after the date hereof but prior to the expiration or termination of this MOU, including without
limitation, any data processes, computer or software products or programs, personnel data, training curricula,
handouts, slides, activities, speaker's notes, checklists, or other training and technical assistance materials,
provided that Confidential Information shall not include information supplied to Receiving Parry which (i) is or
becomes available to the public other than as a result of disclosure by Receiving Party or its agents in
violation of this MOU; (ii) was known to Receiving Party prior to disclosure pursuant to this MOU and was not
otherwise known by Receiving Party to be restricted by contract or law; or (iii) becomes available to Receiving
Party on a non -confidential basis from a third party not known by Receiving Party to be restricted by contract
or law regarding such information. Notwithstanding any other provision of this MOU, Upstream's Confidential
Information shall include (A) the identities of all Upstream donors and funders (collectively, "Funders"), (B) all
information and data that Organization receives directly or indirectly from any Funder, and (C) all information
and data that Organization receives directly or indirectly from any organization that is the recipient of
Upstream's services.
b) Receiving Party shall not disclose or make Disclosing Party's Confidential Information
available, in any form, to any third party or use the Confidential Information for any purpose other than as
specified in this MOU. Receiving Party shall take all reasonable steps to ensure that Confidential Information
is disclosed or distributed to its employees or agents that have a need -to -know basis to complete the
obligations of this MOU. Receiving Party shall use the same care in safeguarding Disclosing Party's
Confidential Information that it uses to protect its own confidential information, which shall in no event be less
than reasonable standard of care.
C) If Confidential Information is requested or required to be disclosed pursuant to court order or
process or by law or regulation, Receiving Party will, to the extent permitted by law or regulation upon the
opinion of Receiving Party's legal counsel: (i) notify Disclosing Party of the request or intended disclosure
immediately upon learning of such request or intended disclosure; (ii) cooperate with Disclosing Party's
reasonable, lawful efforts, to resist, restrict, limit or delay disclosure; and (iii) make disclosure only to the
narrowest extent required to comply with Disclosing Party's obligations.
d) Organization agrees that Upstream shall own all data and measurements that result from this
MOU, including but not limited to the data in the form extracted by Upstream or its Vendor pursuant to this
Agreement. If such data includes Organization's Confidential Information, PII, or Protected Health Information
("PHI"), as that term is defined in 45 CFR § 160.103, Upstream will only publish such Confidential Information
in an aggregated manner with other data so that a third party cannot identify the data as Organization's data
and in a manner that de -identifies PII or PHI in accordance with HIPAA and any other applicable state or
federal law.
a) To the extent any Protected Health Information ("PHI"), as that term is defined under the
Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations
(collectively, "HIPAA"), is provided by Organization pursuant to this MOU, such PHI shall be provided directly
to the data analysis subcontractor selected by Upstream ("Subcontractor").
Memorandum of Understanding 2018 Page 2 of 7
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b) Organization agrees to execute a HIPAA-compliant B siness Associate Agreement ("BAA")
directly with Subcontractor to enable such sharing of PHI. Organization further agrees that it authorizes
Subcontractor to generate and provide aggregate and/or de -identified data and measurements directly to
Upstream on behalf of Organization. Such information shall at all times be fully de -identified consistent with
HIPAA's de -identification safe harbor.
C) The parties agree that Organization shall not, under any circumstances, provide any PHI to
Upstream. Rather, Upstream will only receive aggregate and/or de -identified data and measurements directly
from Subcontractor, as authorized by Organization. Organization agrees that Upstream shall own all
aggregate and/or de -identified measurements that result from this MOU.
5. External Communications.
a) All external communications that make reference to Upstream's involvement with
Organization must first be reviewed and approved by Upstream's Director of Communications. In situations
where Upstream has approved communications, Organization will:
i) Acknowledge the support of Upstream. Whenever reasonable and possible,
Organization will acknowledge Upstream's involvement and will work with Upstream to develop
appropriate language.
ii) Provide Upstream with reasonable advance notice of any significant efforts
Organization undertakes to publicize Upstream's involvement, including (by way of example) press
releases and press conferences.
iii) Make reasonable efforts to comply with requests from Upstream to aid Upstream's
efforts to advance its communications and learning objectives.
iv) Encourage any media representative or other person inquiring about Upstream's
support to contact Upstream's Director of Communications.
b) Organization will also immediately inform Upstream of any media inquiries received related to
Upstream's involvement, and refer any media representative or other person inquiring about Upstream's
support to also contact Upstream's Director of Communications.
6. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party,
including for the Organization its elected and appointed officials, employees, and agents, and for Upstream its
affiliates and Funders and their respective officers, directors, employees, agents and other representatives,
successors and assigns, from and against any and all claims, damages, losses and reasonable expenses,
including but not limited to court costs, reasonable attorney's fees and alternative dispute resolution costs and
damages, which are proven to be caused by an act or omission, negligent or otherwise arising out of or in
connection with that party's performance of work in violation of the applicable terms under this MOU, to the
extent that any such damages are ordered to be paid pursuant to a final, non -appealable judgment of a court
of competent jurisdiction.
A party shall not be required to indemnify, defend, or hold the other party harmless, and the previous
sentence will be no force of effect, if the claim, damage, loss or expense is caused by the other party's
negligence or willful misconduct.
The parties agree to maintain a consolidated defense to claims made against them and to reserve all
indemnity claims against each other until after liability to the claimant and damages, if any, are adjudicated. If
any claim is resolved by voluntary settlement and the parties cannot agree upon apportionment of damages
and defense costs, they shall submit apportionment to binding arbitration. Notwithstanding anything herein to
the contrary, Organization shall in no event enter into any settlement which adversely affects any of
Upstream's rights or interests without Upstream's prior written consent.
(continued on following page)
Memorandum of Understanding 2018 Page 3 of 7
cc
7. Tenn and Termination. upstrealli.
a) The term of this MOU shall be from 12/20/2018 ("Start Date") through 12/20/2023 ("End
Date") (collectively, the "Term").
b) Either party may terminate this MOU or any Schedule for any reason with or without cause at
any time by giving 30 days' prior written notice to the other party. Upon receipt of such notice, each party will
inform the other party of the extent to which obligations were completed and each party will take steps to wind
down their obligations in an orderly fashion during the notice period. Termination of this MOU shall
automatically terminate all Schedules.
8. Audit. During the Term and for one year after End Date, Upstream may, upon reasonable advance
notice, inspect, audit, or review Organization's activities and records that relate to this Agreement in order to
monitor and verify Organization's compliance with its obligations pursuant to this Agreement. Upstream may
also verify Organization's compliance with its obligations via "secret shopper" phone calls and on-site visits.
9. Insurance.
a) Coverage. Upstream and Organization shall each obtain, at its sole cost and expense, and
maintain insurance during the entirety of the Term of this MOU for the coverage and amounts of coverage not
less than those set forth below and shall, upon request by or on behalf of Upstream, provide certificates to
evidence such coverage:
i) Workers' compensation insurance complying with the law in the state in which
Organization operates;
ii) Employer's liability insurance with a limit of no less than $1,000,000 per accident for
bodily injury or disease;
iii) Commercial general liability insurance written on an occurrence basis, including
products and completed operations, property damage, bodily injury, and personal and advertising
injury, with limits of no less than $1,000,000 each occurrence, covering all insurable obligations or
operations of Organization, and the policy shall not include modifications that reduce the standard
coverage provided under a commercial general liability insurance form;
iv) Business automobile insurance coverage for all owned, non -owned, and hired
automobiles with a combined single limit of $1,000,000 per occurrence for bodily injury and property
damage;
V) Electronic and computer crime (cyber) insurance that provides minimum coverage
limits of $1,000,000 per occurrence. Coverage to extend to claims alleging invasion of privacy
violations, information theft, damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion, and network security. Coverage to include
breach response costs as well as regulatory fines and penalties as well as credit monitoring
expenses; and
vi) Professional liability (errors and omissions) insurance appropriate to each parry's
profession including appropriate medical malpractice coverage, with limit no less than $5,000,000 per
occurrence or claim.
b) Other Insurance Provisions.
i) Additional insured Status. Organization shall be named as an additional insured on
Upstream's commercial general liability policy. Upstream, its officers, officials, employees, and
volunteers are to be covered as additional insureds on Organization's commercial general lability
policy with respect to liability arising out of work or operations performed by or on behalf of
Organization.
Memorandum of Understanding 2018 Page 4 of 7
upstream
ii) Primary Coverage. For any claims related to this Agreement, Organization's
insurance shall be primary coverage as respects Upstream, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by Upstream shall be considered excess and
non-contributory.
iii) Waiver of Subrogation. Organization hereby grants to Upstream a waiver of any right
to subrogation which any insurer of Organization may acquire against Upstream. Organization
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.
iv) Acceptability of Insurers. For insurance provided by Upstream, insurance is to be
placed with insurers authorized to conduct business in the state in which Upstream operates with a
current A.M. Best's rating of no less than A-, VII. For coverage provided by Organization,
Organization is a member of Washington Counties Risk Pool pursuant to an interlocal agreement as
permitted and regulated under Washington state law Chapter 48.62 RCW to group self -insure for
liability coverage.
V) Special Risks or Circumstances. Each party reserves the right to modify the
foregoing requirements, including limits, based on the nature of the risk, prior experience, or other
special circumstances. Any such modification shall not be effective unless agreed to in writing by
both parties.
10. Order of Precedence. If the terms of any Schedule conflict with the terms of this MOU, this MOU
shall control unless the applicable Schedule expressly states that the conflicting terms control.
11. Miscellaneous Provisions.
a) Neither party shall be responsible for delays or failure in performance resulting from acts
beyond the control of such party, including without limitation, extreme weather, strikes, lockouts, riots, acts of
war, terrorist attacks, epidemics, fire, communication line failures, power surges or failures, earthquakes, or
other disasters.
b) All notices required to be given by or pursuant to this MOU, shall be (i) delivered personally,
(ii) delivered by email to the appropriate email address set forth on the signature page to this MOU provided
receipt is acknowledged by the addressee by email originated by the addressee or other written means, (iii)
by email to the appropriate email address set forth on the signature page to this MOU with a follow-up copy
by overnight courier service the next business day at the location of the addressee, (iv) delivered by U.S.
Registered or Certified Mail, Return Receipt Requested, or (v) delivered for overnight delivery by a nationally
recognized overnight courier service. Such notices and advices shall be deemed to have been given (A) the
first business day following the date of delivery if delivered personally or by email, (B) on the third business
day following the date of mailing if mailed by U.S. Registered or Certified Mail, Return Receipt Requested, or
(C) on the date of receipt if delivered for overnight delivery by a nationally recognized overnight courier
service. All such notices and advices and all other communications related to this MOU shall be given
pursuant to the contact information set forth on the signature page to this MOU or to such other address as
the party may have furnished to the other party in accordance herewith, except that notice of change of
addresses shall be effective only upon receipt. In the case of any notice of termination, default, or claims
given by Organization to Upstream, a copy of such notice shall also be sent to Upstream legal counsel.
C) This MOU is the entire agreement of the parties respecting the subject matter hereof. Any
schedules or other documents referenced herein, attached hereto, and/or which state that they are entered
into pursuant to the terms of this MOU from time to time, are incorporated in full by this reference. There are
no other agreements, representations, or warranties, whether oral or written, respecting the subject matter
between the parties. This MOU may be amended or modified only in writing which has been signed by the
parties hereto and which specifically references this MOU.
d) This is not a third -party beneficiary contract. No person or entity other than a party signing
this MOU shall have any rights under this MOU. Nothing in this MOU shall be construed to create a
Memorandum of Understanding 2018 Page 5 of 7
ustrealDn
partnership or joint venture, nor to authorize any party hereto to act asPentfor or representative of any other
party hereto. Each party hereto shall be deemed an independent contractor and no party hereto shall act as,
or hold itself out as acting as, agent for any other party hereto.
e) This MOU, and all the provisions of this MOU, shall be deemed drafted by all the parties
hereto. This MOU shall not be interpreted strictly for or against any party, but solely in accordance with the
fair meaning of the provisions hereof to effectuate the purposes and intent of this MOU. No course of prior
dealings involving any of the parties hereto and no usage of trade shall be relevant or advisable to interpret,
supplement, explain, or vary any of the terms of this MOU, except as expressly provided herein. Each party
hereto has entered into this MOU based solely upon the agreements, representations, and warranties
expressly set forth herein and upon her, his, or its own knowledge and investigation. No party has relied upon
any representation or warranty of any other party hereto except any such representations or warranties as are
expressly set forth herein.
f) It is understood and agreed that this Agreement is entered into in the State of Washington.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the
State of Washington. No party shall argue or assert that any state law other than Washington law applies to
the governance or construction of this Agreement. Should either party bring any legal action, each party in
such action shall bear cost of its own attorney's fees and court costs. The venue for any legal action shall be
solely in the appropriate state or federal court in Washington, subject to the venue provisions actions against
counties in RCW 36.01.050.
g) This MOU may not be assigned by Organization without Upstream's prior written consent
which shall not be unreasonably withheld and if assigned by either party, shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns.
h) A party to this MOU may decide or fail to require full or timely performance of any obligation
arising under this MOU. The decision or failure of a party hereto to require full or timely performance of any
obligation arising under this MOU (whether on a single occasion or on multiple occasions) shall not be
deemed a waiver of any such obligation.
I) Time is of the essence with respect to each obligation arising under this MOU. The failure to
timely perform an obligation arising hereunder shall be deemed a failure to perform the obligation.
D In the event any provision of this MOU, or the application of such provision to any person or
set of circumstances, shall be determined to be invalid, unlawful, or unenforceable to any extent for any
reason, the remainder of this MOU, and the application of such provision to persons or circumstances other
than those as to which it is determined to be invalid, unlawful, or unenforceable, shall not be affected and
shall continue to be enforceable to the fullest extent permitted by law.
k) All provisions of this MOU which by their nature extend beyond the termination of this MOU,
including, without limitation Sections 7, 8, 9, and 10, shall survive the termination of this MOU.
1) Each of the persons signing below on behalf of a party represents and warrants that he or
she has full requisite power and authority to execute and deliver this MOU on behalf of the party for whom he
or she is signing and to bind such party to the terms and conditions of this MOU.
m) This MOU may be executed in counterparts, each of which shall be deemed an original and
may be executed and delivered by a digitized transmission of a counterpart signature page.
(signatures to follow on next page)
Memorandum of Understanding 2018 Page 6 of 7
ATA /a
Ij
IN WITNESS WHEREOF, the parties have executed this MOU as of the date first above written.
UPSTREAM USA, INC.: (Si tU
-10
Name: Jennifer Klatt
Title: CFO
Date: I A_E" l
Contact information for Notice Purposes:
JEFFERSO COUNTY PUBLIC HEALTH:
j'� (Signature)
Name: K°�'�'C 4/-e% /V"
Title: Chair, Jefferson County Board of Commissioners
Date: _ X j-/ ov-22
Address: 615 Sheridan Street,
Address: 1630 San Pablo Avenue, Suite 400 Port Townsend, Washington 98368
Oakland, CA 94612 Attention: Vicki Kirkpatrick
Attention: Contracts Email: vkirkpatrick@co.jefferson.wa.us
Email: contracts@upstream.org Phone: (360) 385-9408
Phone: (510) 918-9723
ATTEST
By.. l%�Z
Y
Carolyn Gail ay, Deputy Cleryof the Board
APdD AS TO ONLY:
Philip Hun or
Chief Civil Deputy Prosecuting Attorney
Memorandum of Understanding 2018 Page 7 of 7
��.� 615 Sheridan Street
Port Townsend, WA 98368
ehson www.JeffersonCountyPublicHealth.org
V6"* Consent agenda
Public Healt September 10, 2019
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Vicki Kirkpatrick, Director, JCPH
Apple Martine, Community Health Director, JCPH
DATE:
SUBJECT: Agenda — Addendum A to Memorandum of Understanding with
UPSTREAM; December 20, 2018 — December 20, 2023
STATEMENT OF ISSUE:
Jefferson County Public Health requests approval of Addendum A Partnership Schedule to the Memorandum
of Understanding (MOU) with UPSTREAM for technical assistance and quality improvement (TA/QI) services;
December 20, 2018 - December 20, 2023
ANALYSIS/ STRATEGIC GOALS/PRO'S and COWS:
JCPH has been selected as one of four family planning programs forming the latest cohort of Washington
participating clinics to receive TA/QI services from UPSTREAM. It is an opportunity that will provide for
improvements around goals of cost savings, client service enhancement, and inventory management to
ensure timely access to contraceptive methods. Addendum A Partnership Schedule more explicitly states
milestones and incentive payments that JCPH is now eligible for under the original MOU with Upstream.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
The services provided to the Family Planning program is provided at no cost to JCPH, will provide for quality
improvement and, assuming JCPH Family Planning program meets milestones, will provide incentive funds
that can be used to stabilize inventory and improve access.
RECOMMENDATIONS: JCPH management requests approval of Addendum A Partnership Schedule to
the Memorandum of Understanding with UPSTREAM for quality improvement and technical assistance
services; December 20, 2018 - December 20, 2023
PEVItWED B
ip Morle ' Co ty Administrator
Community Health
Developmental Disabilities
360-385-9400
360-385-9401 (f)
6'), / � e �, , '- �
Date
Always working for a safer and healthier community
Environmental Public Health
360-385-9444
(f) 360-379-4487
C ���2YYlit
txu
Public Healti �i r, fi .
CONTRACT REVIEW FORM
CONTRACT WITH: UPSTREAM TRACK149PNW. 200-18-137-A1
(Contractor/Consultant) 7 W
CONTRACT FOR: Technical Assistance and Quality Improvement Service!0
COUNTY DEPARTMENT: Jefferson County Public
For More Information Contact: Apple
Contact Phone #: x443
RETURN TO: Jenny
(Person in Department)
AMOUNT: No cost
Revenue
Expenditure
Matching funds Required
Source(s) of Matching Funds
Step 1:
APPROVED FORM
CoWQhts
REVIEW BY
Review t
Date Review(
RETURN BY: ASAP
(Date)
PROCESS: W
Exempt from Bid Process
❑
Consultant Selection Process
❑
Cooperative Purchase
❑
Competitive Sealed Bid
❑
Small Works Roster
❑
Vendor List Bid
❑
RFP or RFQ
❑
Other - MOU
❑ RetthTied for revision (See Comments)
Step 2: REVIEW BY PROSECUTING ATTORNEY
Review by: Philip C. Hunsucker
Date Reviewed: 12.,/ y�Q Chief Civil Deputy Prosecuting Attorney
APPROVED AS TO FORM ❑ Returned for revision (See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit original Contract(s), Agenda Request, and Contract Review form. Also, please send 2 copies of just the Contract(s)
(with the originals) to the BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in
BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)