RFA 5407-0 Final tlh Attachment 2 5-13-22.pdf

OREGONBUYS NUMBER S-44300-00003094 OHA-RFA-5407

000000/initials Page 1 of 26 OHA PSK (reviewed by DOJ 1/3/2019) Updated: 3/2/2020

Contract Number 000000

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications and other electronic formats. To request an alternate format, please send an e-mail to dhs-oha.publicationrequest@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format.

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

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

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

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

(Fill in with name of Office, Program, etc.)

(Insert address)

(Insert city, state, zip) Contract Administrator: (Insert Name) or delegate

Telephone: (Required) E-mail address: (Required) mailto:dhs-oha.publicationrequest@state.or.us

000000/initials Page 2 of 26

1. Effective Date and Duration.

This Contract shall become effective on the date this Contract has been fully executed by every party and, when required, approved by Department of Justice or on [insert start date], whichever date is later.

Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on [insert end date]. 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 this document 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 Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements There are no other contract documents unless specifically referenced and incorporated in this Contract.

b. This Contract and the documents listed in Section 2., “Contract Documents”, Subsection a.

above, shall be in the following descending order of precedence: this Contract less all exhibits, Exhibits B, A and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount]. OHA will not pay Contractor any amount in excess of the not-to-exceed 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 Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim 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.”

c. OHA will only pay for completed Work under this Contract. 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 or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Contractor is a subrecipient Contractor is a contractor Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract:

_N/A__

000000/initials Page 3 of 26

5. Contractor Data 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)?

(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.

Professional Liability Insurance Company: ___________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Commercial General Liability Insurance Company: ____________________________________ Policy #: ______________________________________ Expiration Date: ________________ Automobile 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 1 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 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;

000000/initials Page 4 of 26

(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. Contractor further acknowledges that in addition to the remedies under this Contract, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor;

(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/portal/public/SAM/;

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

(a) Contractor is exempt from backup withholding;

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/portal/public/SAM/

000000/initials Page 5 of 26

(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

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

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

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.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO NECESSARY

STATE APPROVALS.

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:

With Protect Form on, click here With Protect Form on, click here

Department of Justice Date

000000/initials Page 6 of 26

EXHIBIT A

Part 1

Statement of Work

OHA requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services. The Contractor shall perform the following services under the Contract, as requested by OHA, subject to advance confirmation of Contractor’s availability to perform these services at each of the specific Oregon trauma hospital or hospitals identified by OHA.

1. Conflict of Interest Certification. Prior to performing each Site reviews described below, Contractor shall complete, sign, date and submit to OHA a Certification Regarding Conflict of Interest in the form attached as Appendix #1 to the sample Contract

2. Full onsite reviews. Contractor shall review and evaluate compliance of each identified Oregon trauma hospital with trauma system statutes and rules. The onsite review will include evaluation of the hospital's trauma program including medical leadership, physician credentialing and quality improvement process. Review of trauma hospital records may include but is not limited to prehospital, medical, surgical and trauma patient care, trauma research program, trauma quality assurance, trauma quality improvement program, and trauma registry. Contractor may meet with hospital personnel or committee members as indicated.

At the completion of the full onsite review, Contractor shall provide dictated findings and recommendations regarding the hospital’s compliance with trauma system statutes and rules and submit an invoice for completed services (with attached receipts) to the OHA Trauma Program Coordinator who accompanies Contractor on the Site review for the Hospital.

3. Focused onsite reviews. Contractor shall conduct an onsite review of each identified Oregon trauma hospital regarding a particular issue that may affect whether the hospital is categorized as a trauma center. In conducting the focused review, the Contractor shall review and evaluate compliance with trauma system statutes and rules. The onsite review will include evaluation of the hospital's trauma program including medical leadership, physician credentialing and quality improvement process.

Review of trauma hospital records may include but is not limited to prehospital, medical, surgical and trauma patient care, trauma research program, trauma quality assurance, trauma quality improvement program, and trauma registry. Contractor may meet with hospital personnel or committee members as indicated.

At the completion of the focused onsite review, Contractor shall provide dictated findings and recommendations regarding the hospital’s compliance with trauma system statutes and rules and submit an invoice for completed services (with attached receipts) to the OHA Trauma Program Coordinator who accompanies Contractor on the Site review for the Hospital.

4. Remote Services. As the result of COVID-19 and any other emergency circumstance that may emerge, Contractor may provide the services under this Contract remotely. Contractor must first provide OHA with the process to effectively provide the services remotely and receive written approval from OHA by email before remote services begin. Remote services should only be performed when OHA finds it to be necessary, which will be determined and authorized on a case-by-case basis. Oregon Administrative Rule 333-200-0245 (See https://oregon.public.law/rules/oar_333-200-0245)

5. Equipment/Supplies Instructions, if applicable. A recording device will be provided by OHA staff.

At the completion of the onsite review, Contractor shall upload the recordings to the appropriate secure location designated by the OHA Trauma Program Coordinator.

https://oregon.public.law/rules/oar_333-200-0245

000000/initials Page 7 of 26

6. Assignment of Surveys

a. OHA will issue an email directly to the most appropriate Contractor based on one or more of the following criteria:

• Availability of Contractor at the skill level required by OHA;

• Geographic proximity of Contractor’s to Trauma Center;

• Special skills required of Contractor’s to perform the Survey;

• Contractor’s past performance on other assignments using any or all of the following criteria;

o Quality of service;

o Ability to meet delivery schedules;

o Effectiveness of communication and coordination.

In the event that two or more Contractor’s meet the criteria, OHA will assign Work on a rotating basis.

OHA may use any or all of the above methods for gathering information and selecting the most appropriate Contractor to satisfy OHA’s needs. This includes conducting discussions with Contractors; and reviewing OHA records regarding Contractor’s performance under current or previous contracts.

b. The email will contain:

• Conflict of Interest Form (Appendix A) which Contractor must complete and return to OHA prior to Work being perform.

• The Name of the Trauma Hospital needing review.

• The time-line in which Contractor has to complete the review.

000000/initials Page 8 of 26

Appendix A Conflict of Interest Form

1. By Contractors signature below, Contractor will identify any hospital they have a potential or actual conflict with; by clearly marking the checkbox in front of the hospital facility in which they a potential or actual conflict. This certifies that the Contractor has no actual or potential conflict of interest with respect to a Site Review of the following unchecked hospital(s):

Name City State Zip

☐ Samaritan Albany General Hospital Albany OR 97321 ☐ Asante Ashland Community Ashland OR 97520 ☐ Columbia Memorial Hospital Astoria OR 97103 ☐ St. Alphonsus Medical Center Baker City OR 97814 ☐ St. Charles Medical Center Bend OR 97701 ☐ Harney District Hospital Burns OR 97720 ☐ Bay Area Hospital Coos Bay OR 97420 ☐ Coquille Valley Hospital Coquille OR 97423 ☐ Good Samaritan Regional Medical Center Corvallis OR 97330 ☐ Sutter Coast Hospital Crescent City CA 95531 ☐ West Valley Hospital Dallas OR 97338 ☐ Wallowa Memorial Hospital Enterprise OR 97828 ☐ Sacred Heart Medical Center Springfield OR 97440 ☐ PeaceHealth Peace Harbor Hospital Florence OR 97439 ☐ Curry General Hospital Gold Beach OR 97444 ☐ Asante Three Rivers Medical Center Grants Pass OR 97527 ☐ Pioneer Memorial Hospital Heppner OR 97836 ☐ Good Shepherd Medical Center Hermiston OR 97838 ☐ Providence Hood River Hospital Hood River OR 97031 ☐ Blue Mountain Hospital John Day OR 97845 ☐ Sky Lakes Medical Center Klamath Falls OR 97601 ☐ Grande Ronde Hospital La Grande OR 97850 ☐ Lake District Hospital Lakeview OR 97630 ☐ Samaritan Lebanon Community Hospital Lebanon OR 97355 ☐ Samaritan North Lincoln Hospital Lincoln City OR 97367 ☐ St. Charles Medical Center Madras OR 97741 ☐ Willamette Valley Medical Center McMinnville OR 97128 ☐ Providence Medford Medical Center Medford OR 97501 ☐ Asante Rogue Regional Medical Center Medford OR 97504 ☐ Samaritan Pacific Communities Hospital Newport OR 97365 ☐ St. Alphonsus Medical Center Ontario OR 97914 ☐ St. Anthony Hospital Pendleton OR 97801 ☐ Legacy Emanuel Hospital Portland OR 97227 ☐ Oregon Health & Science University Portland OR 97239 ☐ Pioneer Memorial Hospital Prineville OR 97754

000000/initials Page 9 of 26

Name City State Zip

☐ St. Charles Medical Center - Redmond Redmond OR 97756 ☐ Lower Umpqua Hospital Reedsport OR 97467 ☐ Mercy Medical Center Roseburg OR 97470 ☐ Salem Hospital Salem OR 97309 ☐ Silverton Hospital Silverton OR 97381 ☐ McKenzie-Willamette Medical Center Springfield OR 97477 ☐ Santiam Memorial Hospital Stayton OR 97383 ☐ Mid-Columbia Medical Center The Dalles OR 97058 ☐ Tillamook Regional Medical Center Tillamook OR 97141

2. In addition, contractor certifies that:

a. Contractor has read the policy statement below defining conflict of interest;

b. Contractor understands the policy statement;

c. No conflict of interest exists as therein defined which precludes an impartial Site Review of the above listed hospital(s) by Contractor; and

d. If a potential or actual conflict should arise, Contractor will immediately disqualify himself/herself from performing the Site Review for the hospital(s) to which the conflict pertains.

3. POLICY STATEMENT DEFINING CONVFLICT OF INTEREST

“A CONFLICT OF INTEREST EXISTS WHENEVER THERE IS A SITUATION IN WHICH

CONTRACTOR MAY HAVE A FINANCILA OR OTHER INTEREST OR PREJUDICE THORUGH

A CURRENT OR PAST ASSOCIATION OR RELATIONSHIP.”

☐ A conflict of interest does exist with checked hospital(s)

(please provide a brief explanation)

☐ No actual or potential conflict of interest exists as defined therein; and iIf such a conflict should arise, I will immediately notify the Contract Administrator found on page 1 of this Contract and disqualify myself from review of that hospital.

SIGNATURE

Contractor Signature Date

Printed Name Office Telephone Number

000000/initials Page 10 of 26

EXHIBIT A

Part 2

Payment and Financial Reporting

1. Payment Provisions.

a. At the completion of the full or focused onsite review(s) performed by Contractor, Contractor shall submit Contractor’s invoice in a format acceptable to OHA to the OHA Trauma Program Coordinator. Contractor's claims to OHA for overdue payments on invoices are subject to ORS 293.462.

b. OHA will not pay Contractor any amount in excess of the maximum not-to-exceed amount set forth in Section 3 a. Consideration.

c. OHA will pay the Contractor based on the pay rate of $1,800 per each day Contractor conducts onsite review(s). This rate does not include travel and other related expenses or travel time compensation which are covered in Sections 2. and 3. below.

d. OHA will pay the Contractor based on the pay rate of $1,800 per each day when Contractor conducts remote review(s) as authorized by OHA. Contractor shall not invoice for travel or other expenses when providing the services remotely.

2. Travel and Other Expenses.

a. Transportation: Contractor will provide his/her own transportation to and from Portland, Oregon or an Oregon city specified by the EMS & Trauma Systems Manager or delegate. OHA will provide in-state transportation for Contractor from Portland, Oregon to each of the sites to be reviewed and back to Portland. Contractor will arrange and pay for transportation from Contractor’s home base to Portland, Oregon or other location closer to the survey site and for the return trip. OHA will not reimburse Contractor for travel expenses between Contractor’s home base and Oregon.

b. Lodging: OHA will reserve overnight accommodations at the State per diem rate or other overnight accommodations if there are no accommodations available at State per diem rates at the particular location. Accordingly, OHA will reimburse Contractor for lodging expenses Contractor incurred for overnight stay types listed in 1), 2), and/or 3) below at the current State of Oregon per diem rate as set by the Oregon Accounting Manual,1 or the actual rate if State per diem rate is not available, upon receipt of invoice and receipts for lodging. This lodging expense reimbursement applies to these types of overnight stays by Contractor:

(1) all overnight stay(s) for the onsite review trip;

(2) an overnight stay prior to the onsite review trip if Contractor travels 100 or more miles round-trip (between Contractor’s home location and Portland, Oregon);

(3) an overnight stay after the onsite review trip has been completed if Contractor travels 100 or more miles round-trip (between Contractor’s home location and Portland, Oregon);

and

(4) overnight stay(s) prior to and/or after the onsite review trip if Contractor travels 100 or more additional miles (including round-trip miles) for a meeting that OHA requests with Contractor before or after the onsite review(s).

1See the Oregon Accounting Manual Statewide Travel Policy, currently located at this link:

http://www.oregon.gov/DAS/CFO/SARS/policies/oam/40.10.00.pdf http://www.oregon.gov/DAS/CFO/SARS/policies/oam/40.10.00.pdf

000000/initials Page 11 of 26

Note: All lodging expenses must be pre-approved by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate). OHA will not reimburse Contractor for any other non-lodging travel expenses.

c. Meals: Contractor will pay for Contractor’s meals in transit to and from Contractor’s home base and Oregon and during the survey days. OHA will not reimburse Contractor for any meal expenses.

3. Travel Time Compensation Note: All travel time compensation must be approved by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate) prior to travel by Contractor.

a. Initial Travel Payment: In addition to the travel expense reimbursement listed in Section 2.

above, OHA will pay Contractor for travel from Contractor’s home base to Portland, Oregon or to an Oregon city specified by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate) as follows:

Travel Distance: Payment amount:

0 - 100 miles: $ 200.00 101- 250 miles: $ 400.00 251 - 500 miles: $ 600.00 501 - 750 miles: $ 800.00 751 and above: $1000.00

b. Additional Travel Payment(s): In addition to the travel expense reimbursement listed in Section 2. above, OHA will pay Contractor for travel during a “Travel Day”(defined in the Note below)* from Portland, Oregon or from a city specified by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate) to a city specified by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate) as follows:

Travel Duration: Payment amount:

1-2 hours: $200.00 3-4 hours: $400.00 5-6 hours: $600.00 7 hours and above: $800.00 *Note: A “Travel Day” is a day scheduled by the OHA EMS & Trauma Systems Manager (or his/her authorized delegate) for Contractor to travel to a designated location the day prior to an onsite review, but is not a day scheduled for onsite review(s).

000000/initials Page 12 of 26

EXHIBIT A

Part 3

Special Provisions

1. Confidentiality of Information.

a. Client Information:

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical, or other forms which does not identify particular individuals.

(2) The use or disclosure of Client Information shall be limited to persons directly connected with the administration of this Contract. Confidentiality policies shall be applied to all requests from outside sources.

(3) If Contractor, or any of its officers, directors, employees, agents, or subcontractors receives or has access to confidential Social Security Administration (SSA), or Federal Tax Information (FTI) records in the performance of Work under this Contract, Contractor shall comply, and ensure that all of Contractor’s officers, directors, employees, agents and subcontractors comply, with the following provisions:

(a) With respect to SSA records:

i. Provide a current list of employees and employees of any agent or subcontractor with access to SSA records;

ii. Adhere to the same security requirements as employees of OHA;

iii. Abide by all relevant Federal laws, restrictions on access, use, disclosure, and the security requirements contained within OHA’s agreement with SSA;

iv. Provide its employees and agents the same security awareness training as OHA’s employees; and

v. Include the provisions of this Section 1.a.(3)(a) in any subcontract.

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication

1075:

i. Contractor and its officers, directors and employees with access to, or who use FTI provided by OHA must meet the background check requirements defined in IRS Publication 1075;

ii. Any FTI made available to Contractor shall be used only for the purpose of carrying out the provisions of this Contract. Contractor shall treat all information contained in FTI as confidential and that information shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Inspection by or disclosure to anyone other than an officer or employee of the Contractor is prohibited;

000000/initials Page 13 of 26

iii. Contractor shall account for all FTI upon receipt and shall properly store all FTI before, during, and after processing. In addition, all FTI related output and products will be given the same level of protection as required for the source material;

iv. No work involving FTI furnished under this Contract will be subcontracted without prior written approval of the IRS;

v. Maintain a list of employees who are authorized access to FTI. Such list will be provided to OHA and, upon request, to the IRS reviewing office;

and

vi. Include the provisions of this Section 1.a.(3)(b) in any subcontract.

(c) Failure to abide by any of the requirements in this subsection could result in criminal or civil penalties and result in termination of this Contract.

(d) Contractor may be subject to periodic and ongoing security reviews to ensure compliance with the requirements of Section 1.a.(3).

(4) Except as prohibited by Section 1.a.(3) above, OHA, Contractor and any subcontractor will share information as necessary to effectively serve OHA clients.

b. 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 the Contract, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a 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 originating Party (“Confidential Non-Client Information”).

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

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

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under the Contract;

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

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

(e) Is disclosed with the written consent of the originating Party; 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.

(3) 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; and shall not sell, assign, license, 000000/initials Page 14 of 26 market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the 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 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.

c. 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.

d. “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.c. below, OHA reserves the right to amend or extend the 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. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, OHA may periodically amend any payment rates throughout the life of the Contract to meet current market conditions.

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFA # 5407 for the following:

000000/initials Page 15 of 26

(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 Code of Federal Regulations, Oregon Revised Statutes, or

Oregon Administrative Rules, which, in part or in combination, govern the provision of services provided under this Contract.

c. 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. Any resulting amendment must be in writing and be signed by all parties to the Contract before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, “Standard Terms and Conditions”, Section 24.

“Amendments; Waiver; Consent.” of this Contract.

3. Contractor Requirements to Report Abuse of Certain Classes of Persons.

a. Contractor shall comply with, and cause its employees, agents and subcontractors to comply with, the applicable laws for mandatory reporting of abuse including but not limited to abuse of the following classes of persons in Oregon:

(1) Children (ORS 419B.005 through 419B.045);

(2) Elderly Persons (ORS 124.055 through 124.065);

(3) Residents of Long Term Care Facilities (ORS 441.630 through 441.645);

(4) Adults with Mental Illness or Developmental Disabilities (ORS 430.735 through

430.743).

b. In addition to the requirements of Section 3.a. above, if law enforcement is notified regarding a report of child abuse, Contractor shall also notify the local Child Protective Services Office of the Department of Human Services within 24 hours. If law enforcement is notified regarding a report of abuse of elderly, long term care facility residents, adults with mental illness or developmental disabilities, the Contractor shall also notify the local Aging and People with Disabilities Office of the Department of Human Services within 24 hours.

c. If known, the abuse report should contain the following:

(1) The name and address of the abused person and any people responsible for that person’s care;

(2) The abused person’s age;

(3) The nature and the extent of the abuse, including any evidence of previous abuse;

(4) The explanation given for the abuse;

(5) The date of the incident; and

(6) Any other information that might be helpful in establishing the cause of the abuse and the identity of the abuser.

4. Media Disclosure. The Contractor will not provide information to the media regarding a recipient of services purchased under this Contract without first consulting the OHA office that referred the child or family. The Contractor will make immediate contact with the OHA office when media contact occurs.

The OHA office will assist the Contractor with an appropriate follow-up response for the media.

000000/initials Page 16 of 26

5. Nondiscrimination.

a. The Contractor must provide services to OHA clients without regard to race, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language, and other special needs of clients.

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.

6. HIPAA Compliance. The health care component of OHA is a Covered Entity and must comply with the Health Insurance Portability and Accountability Act and the federal regulations implementing the Act (collectively referred to as HIPAA). Contractor is a Business Associate of the health care component of OHA and therefore must comply with OAR 943-014-0400 through OAR 943-014-0465 and the Business Associate requirements set forth in 45 CFR 164.502 and 164.504.

Contractor shall be liable to OHA and shall indemnify OHA for any and all costs incurred by OHA, including, but not limited to, costs of issuing any notices required by HIPAA, HITECH or any other applicable law, as a result of Contractor’s “Breach of Unsecured Protected Health Information.”

a. Consultation and Testing. If Contractor reasonably believes that the Contractor’s or OHA’s data transactions system or other application of HIPAA privacy or security compliance policy may result in a violation of HIPAA requirements, Contractor shall promptly consult the OHA Information Security Office. Contractor or OHA may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the OHA testing schedule.

b. Data Transactions Systems. If Contractor intends to exchange electronic data transactions with a health care component of OHA in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, Contractor shall execute an Electronic Data Interchange (EDI) Trading Partner Agreement with OHA and shall comply with OHA EDI Rules set forth in OAR 943-120-0110 through 943-120-0160.

000000/initials Page 17 of 26

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. This Section shall survive expiration or termination of this Contract.

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. This Section shall survive expiration or termination of this Contract.

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.

000000/initials Page 18 of 26

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.

000000/initials Page 19 of 26

ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY REASSIGNS TO OHA ANY

RIGHT CONTRACTOR MAY HAVE TO RECEIVE SUCH PAYMENTS. IF CONTRACTOR

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 8, 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. Original Works. 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 original 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 original 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 original 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…