Att A Sample Contract.pdf

Contract Number PO-44300-xxxxxxxx

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

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This Contract is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA” or “Agency” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to OHA’s

Health Policy and Analytics Delivery Systems Innovation 421 SW Oak Street, Suite 775

Portland, OR 97204 Contract Administrator: Jason Gingerich or delegate

Telephone: 503-385-3594 E-mail address: jason.d.gingerich@oha.oregon.gov

Attachment A Sample Contract

000000/initials Page 2 of 38 OHA PSK (reviewed by DOJ 1/3/2019) Updated: 9/26/2024

GENERAL PROVISIONS

1. Effective Date and Duration. This Contract shall become effective on the later of: (I) the last date all required signatures in Section 6., below have been obtained, or (II) January 1, 2026 provided it is (i) signed by all parties on or before such date, and (ii) when required, approved in writing by the Oregon Department of Justice on or before such date, and (iii) when required, approved in writing by the Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on December 31, 2028 (“Term”). Contract termination shall not extinguish or prejudice OHA’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

a. This Contract consists of these General Provisions and includes the following listed exhibits which are incorporated into this Contract:

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Invoicing

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements

(6) Exhibit D: Federal Terms and Conditions

(7) Attachment A: Service Order Request Template

(8) Attachment B: Article VI, HERC Bylaws

b. There are no other contract documents unless specifically referenced and incorporated into this

Contract.

c. This Contract, which are comprised of the “Contract Documents” identified in Section 2.a.

above, shall be in interpreted in the following descending order of precedence:

(1) Exhibit D: Federal Terms and Conditions

(2) General Terms

(3) Exhibit B: Standard Terms and Conditions,

(4) Exhibit A, Part 2: Special Provisions

(5) Attachment B: Article VI, HERC Bylaws

(6) Exhibit A, Part 1: Payment and Invoicing,

(7) Exhibit A, Part 2: Statement of Work

(8) Attachment A: Service Order Requests but only when executed by both parties

(9) Exhibit C: Insurance Requirements

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract is $100,000.00 (“Maximum Compensation”).

(1) Notwithstanding the Maximum Compensation, Contractor will only be paid for Work performed.

(2) OHA will not pay Contractor any amount in excess of the Maximum Compensation of this Contract for completing the Work and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this

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(3) If the Maximum Compensation is increased by amendment of this Contract, the amendment must be effective before Contractor performs Work subject to the amendment.

b. The billing rates set forth in Exhibit A, Part 2 are inclusive of any costs and expenses Contractor may incur in the performance of this Contract. Accordingly, Contractor shall not separately charge nor invoice OHA for any costs or expenses it may incur in its performance of the Contract and OHA shall not separately pay any such invoiced costs or expenses.

c. Payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the payment schedule and requirements in Exhibit A, Part 2., “Payment and Financial Reporting.”

d. For purposes of this Contract, “Work” means the tasks or services and deliverables accepted by OHA as described in Exhibit A, Part 1, “Statement of Work.”

4. Contractor Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Contractor is a contractor Not applicable Assistance Listings number(s) of federal funds to be paid through this Contract:93.778

[Remainder of page intentionally left blank]

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5. Contractor Information and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Fax: ( )

Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1), a foreign person, or a foreign entity?

(Check one box): YES NO Business Designation. (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership Limited Liability Company Limited Liability Partnership Sole Proprietorship Corporation Partnership Other

Contractor Proof of Insurance. Contractor shall provide the following information upon submission of the signed Contract. All insurance listed herein and required by Exhibit C must be in effect prior to Contract execution.

If Contractor is self-insured for any of the Insurance Requirements specified in Exhibit C of this Contract, Contractor may so indicate by: (i) writing “Self-Insured” on the appropriate line(s); and (ii) submitting a certificate of insurance as required by Exhibit C.

Professional Liability Insurance Company: ___________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Commercial General Liability Insurance Company: ____________________________________ Policy #: ______________________________________ Expiration Date: ________________

Workers’ Compensation. Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): YES NO If YES, provide the following information:

Workers’ Compensation Insurance Company: ________________________________________ Policy #: ______________________________________ Expiration Date: ________________

b. Certification. Without limiting the generality of the foregoing, by signature on this Contract, the undersigned hereby certifies under penalty of perjury that:

(1) Contractor is in compliance with all insurance requirements in Exhibit C of this Contract, and notwithstanding any provision to the contrary, Contractor shall deliver to the OHA Contract Administrator (see page one of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in

000000/initials Page 5 of 38 breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS

180.755. The Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor, in addition to any remedies that may be available to OHA under this Contract;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes: (i) All tax laws of Oregon, including but not limited to ORS

305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under this Contract; or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5.a., “Contractor Information” above is Contractor’s true, accurate and correct information;

(5) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at:

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/SAM;

(8) Contractor is not subject to backup withholding because:

(a) Contractor is exempt from backup withholding;

(b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends; or https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/SAM

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(c) The IRS has notified Contractor that Contractor is no longer subject to backup withholding; and

(9) Contractor’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided to OHA is true and accurate. If this information changes, Contractor shall provide OHA with the new FEIN or SSN within 10 days.

c. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT,

UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

6. Signatures. This Contract and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract and any amendments so executed shall constitute an original.

Contractor Name

By:

Authorized Signature Printed Name

Title Date

State of Oregon, acting by and through its Oregon Health Authority

By:

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Not Required per OAR 137-045-0030(1)(b)

Oregon Department of Justice Date

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EXHIBIT A

Part 1 Statement of Work

1. Purpose. The duties of the Health Evidence Review Commission (HERC) include conducting evidence reviews and making recommendations and determining the health care services and items that are covered under the Oregon Health Plan (OHP) in accordance the statutory and regulatory standard of medical necessity. To that end, the purpose of this Contract is to ensure HERC makes decisions informed by the best available scientific evidence and peer-reviewed medical literature. This Contract is also intended to fulfill HERC’s obligation under Senate Bill 1508 (Enrolled 2024) that The Commission not to rely on a single vendor to provide the research and analysis services that are required in order to fulfill its responsibility to rank and develop guidelines for health care services and items covered under OHP.

2. Services to be Provided. Contractor shall

a. Assist OHA with researching and evaluating a full range of relevant, peer-reviewed medical literature and evidence to determine the effectiveness of selected health care treatments of interest to HERC. HERC will identify topics of interest and research and provide guidance on the scope and content of resulting Work Product (e.g. reports, presentations) to ensure the Work Product provides the information necessary for the Commission to complete its own work. Contractor’s work may include, without limitation, the following:

(1) Scoping of topics of interest for evidence reports.

(2) Identifying sources of high-quality, peer-reviewed medical literature of evidence-based health outcomes .

(3) Interpreting and synthesizing findings from the evidence based resources, including evaluation of individual studies for issues that may affect validity and synthesis of results of data from multiple studies.

(4) Conducting de novo searches of available, medically and scientifically valid, evidence on topics for which there are no existing meta-analyses or systematic reports (e.g., systematically search multiple appropriate databases (e.g., PubMED, EMBASE, etc.) to abstract, review, synthesize, and analyze the results of the data.

(5) Conducting horizon scans when updating HERC’s prior evidence reports.

(6) Presenting evidence summaries to the Health Evidence Review

Commission (HERC) and its subcommittees.

(7) Developing final evidence report products for public distribution.

(8) Providing consultation on other evidence-based research related activities including best practices on evidence and equity-informed health outcomes research.

b. Participate in periodic meetings with OHA staff to discuss objectives of the work assignment, develop review strategy, review draft versions of documents prior to public distribution, and to receive updated timelines for needed evidence summaries, scoping statements and evidence horizon scans based on OHA’s progress towards approving coverage guidance documents and other products under development.

c. Perform all Services remotely. Contractor and its staff will communicate by electronic, virtual means only (web-conferencing, telephone, email, etc.) with HERC, HERC subcommittee members and other OHA staff. No travel will be authorized under this

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3. Service Order Requests.

a. All Work requested by OHAshall be issued in a Service Order Request delivered to Contractor at the email address identified on page 1 of this Contract or any .

b. Each Service Order Request must comply with the form and substance of the template Service Order Request attached to this Contract as Attachment A.

c. Contractor shall not perform any Work under a Service Order Request until it has been fully executed by both OHA and Contractor. Once fully executed, a Service Order Request is subject to all of the terms and conditions of and made a part of this Contract.

4. Deliverables.

a. Deliverables consist of draft scope statement and evidence reviews, including evidence summaries and slide presentations. Contractor shall complete the portions of these documents identified in advance by OHA, consisting of research around clinical evidence, clinical background, and policy landscape. OHA shall request drafts of these documents from Contractor.

b. Schedules for delivering drafts and final deliverables in accordance with OHA’s public meeting schedule will be determined collaboratively by Contractor and OHA and be identified in all applicable Service Order Requests.

c. Development of final deliverables is an iterative process. OHA will provide feedback on draft documents and may request additional research or other revisions as required to meet OHA’s objectives.

d. OHA will indicate acceptance of deliverables performed during a given month when it approves the monthly status report and approves payment for the accompanying invoice.

Acceptance will be issued when a deliverable meets the specifications identified in the applicable Service Order Contract and the performance warranties set forth in Section 4 (Representations and Warranties) of Exhibit B (Standard Terms and Conditions).

e. At any time, OHA may request Contractor to stop work on a deliverable if OHA determines, in its sole discretion, further development would not meet OHA’s needs. In such cases, OHA shall notify Contractor of its stop work order via email in accordance with Section 21 (Notices) of Exhibit B (General Terms and Conditions). Contractor shall be paid for all Work performed and accepted prior to the effective date of the stop work order.

5. Reporting Requirements.

Monthly Progress Reports: By the 15th day following each month in which Contractor performs work for OHA, Contractor shall submit a monthly progress report to OHA Contract Administrator, along with each monthly invoice. OHA and contractor to agree on report format, and contractor shall revise report format as directed by OHA. These progress reports shall be submitted by email, and shall include, but may not be limited to the following:

a. Description of the work conducted during that month, including time spent on:

(1) Data collection and research,

(2) Participation in meetings with HERC or HERC staff, 000000/initials Page 9 of 38

(3) Product and report development, and

(4) Project administration and coordination.

b. Notice of significant project milestones reached during that month (and identify any barriers to work progression with proposed potential solutions) including:

(1) Scope statements developed or revised on rescan topics for which literature rescans need to be performed;

(2) Recommendations developed on the need to update coverage guidance documents based on an updated rescan of the literature conducted according to approved scoping statements;

(3) Evidence summaries drafted or revised for coverage guidance documents or similar reports; and

(4) PowerPoint slides developed for presentation to HERC or its subcommittees to summarize evidence findings.

6. Performance Standards Contractor understands and agrees that all Work performed and Deliverables provided to HERC under this Contract shall comply with the warranty set forth in Section 4, Para. a.(3) of Exhibit B (Standard Terms and Conditions) of this Contract.

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Part 2 Payment and Financial Reporting

1. Payment Provisions.

a. As consideration for the services provided by Contractor during the period specified in

Section 1., Effective Date and Duration, of this Contract, OHA will pay to Contractor, a maximum not-to-exceed amount as specified in Section 3., Consideration of this Contract, to be paid as follows:

(1) OHA will pay the Contractor by the hour for all work completed and accepted by OHA, according to the following Billing Rate Schedule:

Billing Rate Schedule

Labor Category* Hourly Rate

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

TBD TBD

* Contractor may utilize additional labor categories other than those reflected in this Billing Rate Schedule so long as the not-to-exceed is not exceeded and the billable rate for the category is approved by OHA in writing prior to commencement of any work under that labor category.

2. Contractor Invoice.

a. Contractor shall submit monthly invoices and any required reporting per Exhibit A, Part 1

“Statement of Work” section 5.

b. Invoices shall include, at a minimum, the following information:

(1) Contract number: PO-44300-xxxxxxxx;

(2) Contractor’s name;

(3) Contractor’s EIN’

(4) Name, email, and telephone number of individual to whom questions about invoices may be addressed;

(5) Billing period;

(6) A line item or entry that identifies for each individual who performed work during the billing period:

(a) The date the work was performed,

(b) The name of the individual who performed the work,

(c) Description of the types of work performed, any tasks and deliverables in process or completed (or both), 000000/initials Page 11 of 38

(d) The individual’s hourly rate, and

(e) number of hours billed by the individual on the identified date.

(7) Total owing for each individual who performed work during the billing period;

(8) total amount owing under the invoice, and

(9) total cumulative amounts billed to date against the Contract’s maximum not-to-exceed amount.

c. Upon receipt of each monthly progress report and invoice, OHA will provide written acceptance and approval (email is sufficient) of satisfactory progress as reflected in the monthly progress report prior to any payment being made to Contractor on the corresponding monthly invoice.

d. Contractor shall send all invoices for work performed under this Contract by email to:

(1) The Contract Administrator: jason.d.gingerich@oha.oregon.gov; and

(2) HP&A Invoices: HPandA.Invoices@odhsoha.oregon.gov

e. Invoices must be submitted within 15 calendar days after last day of the month in which the services were performed.

f. Contractor's claims to OHA for overdue payments on invoices are subject to ORS 293.462.

3. Payment of Invoices.

a. All accurate invoices (in both form and substance) will be paid within 45 calendar days of OHA’s receipt of the invoice.

b. If an error or dispute arises concerning the amount charged in an invoice, OHA will notify Contractor of the dispute (email shall suffice). Upon notification of dispute, Contractor shall have 30 calendar days to submit to OHA all documentation OHA reasonably requests, to substantiate the amount charge.

(1) OHA will determine if the supporting documentation provides sufficient substantiation for the disputed charges. If OHA determines, its reasonable discretion, that the supporting documentation is sufficient, OHA will notify Contractor and pay Contractor the amount charged in the invoice.

(2) If OHA determines, in its reasonable discretion, the supporting documentation supports payment of an amount less than originally invoiced, or if Contractor fails to submit the required documentation within 30 calendar days of OHA’s request, OHA will notify Contractor of the amount OHA has determined is due under the invoice, and OHA will pay the invoice in that lesser amount.

c. OHA will pay Contractor for Work performed prior to the effective date of any stop work order provided that OHA has accepted such Work in accordance with Section 4 (Deliverables) of Exhibit A, Part 1 (Statement of Work).

4. Travel and Other Expenses. OHA will not reimburse Contractor for any travel or other expenses under this Contract.

mailto:jason.d.gingerich@oha.oregon.gov mailto:HPandA.Invoices@odhsoha.oregon.gov

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Part 3 Special Provisions

1. Confidentiality of Information.

a. Non-Client Information.

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under this Contract, be exposed to or acquire information that is confidential to the other Party. For purposes of this Section 1, Exhibit A, Part 3, a Party disclosing information is the “Disclosing Party” and the party receiving such information is the “Receiving Party.”

(2) To the extent permitted by law, any and all information of any form provided to a Receiving Party or its officers, directors, employees and agents in the performance of the Contract that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the Disclosing Party (“Confidential Non-Client Information”).

(3) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Receiving Party) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the Disclosing Party to others without restrictions similar to those imposed on the Receiving Party under this Contract;

(c) Is rightfully in the Receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the DisclosingParty under this Contract;

(d) Is obtained from a source other than the DisclosingParty without the obligation of confidentiality;

(e) Is disclosed with the written consent of the DisclosingParty; or

(f) Is independently developed by the Receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non-Client Information.

(4) Nondisclosure. The Receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information but in no event shall the standard be less than reasonable care.

(a) A Receiving Party shall not: (i) sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties;

and (ii) use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto.

(b) A Receiving Party shall advise any and all of its officers, directors, employees and agents that receive or have access to Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the Receiving Party can show that either of the following conditions exists: (i) the information was

000000/initials Page 13 of 38 disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to

192.478. The Receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

b. Upon request and pursuant to the instructions of OHA, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

c. “Client” means any individual, family or provider:

(1) For whom OHA must provide Services and incidental or specialized Goods, in any combination thereof (“Services and Incidental Supplies”), according to state, federal law, rule, and policy. Those Services and Incidental Supplies include but are not limited to treatment, care, protection, and support without regard to the proximity of the services being provided;

(2) Who in fact receives and utilizes services provided by OHA primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of OHA; or

(4) Who provides direct care or Services and is a proxy or representative of the non-provider

Client.

2. Amendments.

a. Subject to Section 2.e. below, OHA may amend this Contract to the extent provided in this Section 2, any other applicable provisions of this Contract, and to the extent permitted by applicable statutes and administrative rules.

b. All amendments must be in writing and be signed by all parties to the Contract, and, if required under ORS 291.047, approved for legal sufficiency in writing by the Oregon Department of Justice. No amendment shall be effective, and the modified terms and conditions therein shall not be binding on either party, unless such amendment meets the requirements of this Section 2.b.

c. Subject to Section 2.e. below, OHA reserves the right to amend or extend this Contract under the following general circumstances:

(1) OHA may extend the Contract for additional periods of time up to a total Contract period of 10 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHA’s satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) OHA may periodically amend any payment rates throughout the life of the Contract proportionate to increases in Portland Metropolitan Consumer Price Index and to provide Cost Of Living Adjustments (COLA) if OHA so chooses, in its sole discretion. Any negotiation to implement COLA rate increase will be as directed by the Oregon State Legislature. In addition, OHA may, in its sole discretion, periodically amend any payment rates throughout the life of the Contract to meet current market conditions.

(3) In no event will the payment rates be increased during the first twelve months of Term of the Contract.

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d. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFP #S-44300-00012569 as follows:

(1) Programmatic changes, additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Contract or previous amendments to the Contract;

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in the United State Code, the Code of Federal Regulations, Oregon Revised Statutes, Oregon Administrative Rules, or any other applicable law which, in part or in combination, govern the provision of services provided under this Contract.

e. Upon identification by any party to this Contract, of any circumstance which may require an amendment to this Contract, the parties may enter into negotiations regarding the proposed modifications.

3. Nondiscrimination.

a. [Reserved]

b. As required by ORS 279B.235, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age.

Contractor’s compliance with this Section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles OHA to terminate this Contract for cause.

c. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

4. Conflicts of Interest

a. Contractor understands and agrees that in order to ensure the integrity of HERC’s decision making regarding the health services covered by the state’s medical assistance programs, Contractor must perform all of its work in accordance with the highest industry standards. In order to ensure Contractor fulfills that obligation, Contractor understands and agrees that Contractor must evaluate and determine whether it has any potential or actual conflict of interest in any Work identified in a proposed Service Order Request.

b. Contractor shall make such evaluation and determination based on the applicable provisions of Oregon’s government ethics policies and statutes as set forth in ORS Chapter 244 and Article VI of HERC’s Bylaws.

(1) The parties agree that purposes of this Contract the term “member,” as used in Article VI of HERC’s Bylaws, also refers to and includes Contractor.

(2) Article VI of HERC’s Bylaws, which are attached to this Contract as Attachment B, and

ORS Chapter 244, are incorporated by reference as though fully set forth in this Section.

c. Prior to executing a Service Order Request offered by HERC, Contractor and Contractor staff who perform services under this Contract, must review the scope of work therein and disclose to HERC, any potential or actual conflicts of interest.

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(1) In the event Contractor or Contractor staff identify any potential conflict of interest, Contractor shall advise HERC of such potential conflict of interest. Upon such notification, the OHA shall have the right, in its sole discretion, to take any of the following actions: (i) rescind the offer of the Service Order Request, or (ii) require Contractor to obtain an advisory opinion of Oregon’s Ethics Commission in accordance with ORS 244.280 -244.284 before determining whether to rescind the Service Order Request, or (iii) permit Contractor to execute the Service Order Request and perform the Work therein. In the event the OHA does not require Contractor to obtain an advisory opinion from the Ethics Commission, nothing in this Sub.Sec. (1) precludes Contractor from independently requesting an advisory opinion from the Ethics Commission prior to executing or declining to execute, a Service Order Request.

(2) In the event Contractor or Contractor staff identify any actual conflict of interest, Contractor shall advise HERC of such actual conflict of interest and OHA shall rescind the offer of the Service Order Request.

d. This Section 4 does not serve to limit any other conflict of interest obligations Contractor has under Section 3, Para. b of Exhibit B (Standard Terms and Conditions) or any other provisions of this Contract.

e. Contractor understands and agrees that its obligation to comply with this Section is a material obligation and any failure to comply herewith shall constitute a material breach of this Contract that is not subject to cure.

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EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. THIS CONTRACT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON WITHOUT

REGARD TO PRINCIPLES OF CONFLICTS OF LAW. ANY CLAIM, ACTION, SUIT OR

PROCEEDING (COLLECTIVELY, “CLAIM”) BETWEEN OHA OR ANY OTHER AGENCY OR

DEPARTMENT OF THE STATE OF OREGON, OR BOTH, AND CONTRACTOR THAT ARISES

FROM OR RELATES TO THIS CONTRACT SHALL BE BROUGHT AND CONDUCTED SOLELY

AND EXCLUSIVELY WITHIN THE CIRCUIT COURT OF MARION COUNTY FOR THE STATE

OF OREGON; PROVIDED, HOWEVER, IF A CLAIM MUST BE BROUGHT IN A FEDERAL

FORUM, THEN IT SHALL BE BROUGHT AND CONDUCTED SOLELY AND EXCLUSIVELY

WITHIN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF OREGON. IN NO

EVENT SHALL THIS SECTION BE CONSTRUED AS A WAIVER BY THE STATE OF OREGON

OF THE JURISDICTION OF ANY COURT OR OF ANY FORM OF DEFENSE TO OR IMMUNITY

FROM ANY CLAIM, WHETHER SOVEREIGN IMMUNITY, GOVERNMENTAL IMMUNITY,

IMMUNITY BASED ON THE ELEVENTH AMENDMENT TO THE CONSTITUTION OF THE

UNITED STATES OR OTHERWISE. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE

JURISDICTION OF SUCH COURT, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY

CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract. OHA’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in

ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract, represents and warrants that Contractor's Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, OHA will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600.

OHA reserves the right (i) to determine and modify the delivery schedule for the Work, and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

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4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHA that:

(1) Contractor has the power and authority to enter into and perform this Contract;

(2) The obligations set forth in this Contract, when executed and delivered, shall be valid and binding obligations of the Contractor enforceable in accordance with its terms;

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of the State of Oregon or the federal government. OHA certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within OHA's current biennial appropriation or limitation. Contractor understands and agrees that OHA's payment for Work performed is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Payment Method. Payments under this Contract will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Contract. Contractor shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any payment under this Contract until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS CONTRACT, OR UNDER ANY OTHER

CONTRACT BETWEEN CONTRACTOR AND OHA, RESULT IN PAYMENTS TO

CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED, OHA, AFTER GIVING

WRITTEN NOTIFICATION TO CONTRACTOR, MAY WITHHOLD FROM PAYMENTS DUE TO

CONTRACTOR SUCH AMOUNTS, OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO

RECOVER THE AMOUNT OF THE OVERPAYMENT, UNLESS CONTRACTOR PROVIDES A

WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE DATE OF THE NOTICE.

ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY REASSIGNS TO OHA ANY

RIGHT CONTRACTOR MAY HAVE TO RECEIVE SUCH PAYMENTS. IF CONTRACTOR

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PROVIDES A TIMELY WRITTEN OBJECTION TO OHA’S WITHHOLDING OF SUCH

PAYMENTS, THE PARTIES AGREE TO CONFER IN GOOD FAITH REGARDING THE NATURE

AND AMOUNT OF THE OVERPAYMENT IN DISPUTE AND THE MANNER IN WHICH THE

OVERPAYMENT IS TO BE REPAID. OHA RESERVES ITS RIGHT TO PURSUE ANY OR ALL

OF THE REMEDIES AVAILABLE TO IT UNDER THIS CONTRACT AND AT LAW OR IN

EQUITY INCLUDING OHA’S RIGHT TO SETOFF.

8. Ownership of Work Product.

a. Definitions. As used in this Section, and elsewhere in this Contract, the following terms have the meanings set forth below:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OHA or Contractor.

(3) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to OHA pursuant to the Work.

b. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” shall be the exclusive property of OHA. OHA and Contractor agree that all Work Product is “work made for hire” of which OHA is the author within the meaning of the United States Copyright Act. If for any reason the Work Product created pursuant to the Work is not “work made for hire,” Contractor hereby irrevocably assigns to OHA any and all of its rights, title, and interest in all Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon OHA's reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OHA. Contractor forever waives any and all rights relating to Work Product created pursuant to the Work, including without limitation, any and all rights arising under 17 U.S.C. § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display Contractor Intellectual Property and the pre-existing elements of the Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA's behalf.

d. In the event that Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property or a compilation that includes Third Party Intellectual Property, Contractor shall secure on OHA's behalf and in the name of OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA’s behalf.

9. Indemnity.

a. CONTRACTOR SHALL DEFEND (SUBJECT TO ORS CHAPTER 180), SAVE, HOLD

HARMLESS, AND INDEMNIFY THE STATE OF OREGON AND OHA AND THEIR

OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS,

ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY

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NATURE WHATSOEVER, INCLUDING ATTORNEYS FEES, RESULTING FROM,

ARISING OUT OF, OR RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS

OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9.a. ABOVE, CONTRACTOR EXPRESSLY AGREES TO

DEFEND, INDEMNIFY, AND HOLD OHA, THE STATE OF OREGON AND THEIR

AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES

HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES,

COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT

OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY

OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO OHA BY CONTRACTOR

THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL

INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR OHA'S USE THEREOF,

INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE

DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY

THIRD PARTY; PROVIDED, THAT THE STATE OF OREGON SHALL PROVIDE

CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(1) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

(2) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 calendar days after OHA's notice or such longer period as OHA may specify in such notice; or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after OHA’s notice, or such longer period as OHA may specify in such notice; or

(4) Contractor commits a material breach of its obligations under Section 4 (Conflicts of Interest) of Ex. A, Part 3 (Special Terms and Conditions), which is not curable under subsection (3) above of this Para. a, Section 10.

(5) Contractor failed to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Contract or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Contract.

b. OHA’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a. above, OHA may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(1) termination of this Contract under Section 10.e.(2) below;

(2) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

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(3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

(4) exercise of its right of recovery of overpayments under Section 7., “Recovery of Overpayment”, of this Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and OHA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Section 10.a. above, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 10.e.(1) below.

c. Default by OHA. OHA shall be in default under this Contract if OHA commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within 30 calendar days after Contractor's notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for OHA’s Default. In the event OHA terminates the Contract under Section 10.e.(1) below, or in the event OHA is in default under Section 10.c. above, and whether or not Contractor elects to exercise its right to terminate the Contract under Section 10.e.(3) below, Contractor's sole monetary remedy shall be: (i) with respect to Work compensable at a stated rate, a claim for unpaid invoices, time worked within any…