HomeMy WebLinkAboutDoc 114 - IGA - Oregon Health AuthorityDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of April 3, 2013
DATE: March 21, 2013
FROM: Nancy Mooney, Contract Specialist, Deschutes County Health Services, 322-7516
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document #2013-114, Amendment #1 to Intergovernmental
Agreement #125242 between the local Public Health Department and the Oregon Health Authority.
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
The Oregon Health Authority (OHA) was created by the 2009 Oregon legislature to bring most health
related programs in the state into a single agency to maximize its purchasing power.
Under Title XIX of the Social Security Act, the federal government and states share the cost of
funding the Medicaid program, which provides medical assistance to certain low-income
individuals. Federal Financial Participation (FFP) is the federal government's share for states'
Medicaid program expenditures. States may claim FFP for providing administrative activities that
are necessary for the proper and efficient administration of the state Medicaid plan. Such
administrative activities include: Outreach and Application Assistance for the Medicaid Program;
referral, coordination, monitoring and training of Medicaid services; Medicaid/Oregon health Plan
(OHP) transportation and translation; and system coordination related to Medicaid services. The
process applicable to claiming administrative costs is Medicaid Administrative Claiming or MAC.
Amendment #1 to Intergovernmental Agreement #125242 increases funding for the duration of the
agreement by $259,000.
FISCAL IMPLICATIONS:
Maximum funding reimbursementfor specific Program Elements for year 11-12 is $1,836,010
RECOMMENDATION & ACTION REQUESTED:
Request Chair signature Document #2013-114, Amendment #1 to Intergovernmental Agreement
#125242 between the local Public Health Dept. and the Oregon Health Authority is requested.
ATTENDANCE: Kate Moore, Public Health Nurse Program Manager
DISTRIBUTION OF DOCUMENTS:
Return the following bye-mail (connie.thies@state.or.us):
1. Contractor Data and Certification including insurance (page 3)
2. Signature page -sign and date the signature page (page 4)
3. Document Return Statement
Please return original to Nancy Mooney, Deschutes County Health Services.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: IMarch 13, 2013 1
Department: 1 Health Services, Public Health Division .1
Contractor/Supplier/Consultant Name: 1 Oregon Health Authority 1
Contractor Contact: Connie Thies, Office of Contracts & Procurements 11
Contractor Phone #: 1 503-373-7889
Type of Document: Amendment # 1 to Intergovernmental Agreement #125242
Goods and/or Services: The Oregon Health Authority (OHA) was created by the 2009 Oregon
legislature to bring most health-related programs in the state into a single agency to maximize its
purchasing power.
Background &History: Under Title XIX of the Social Security Act, the federal government and
states share the cost of funding the Medicaid program, which provides medical assistance to
certain low-income individuals. Federal Financial Participation (FFP) is the federal
government's share for states' Medicaid program expenditures. States may claim FFP for
providing administrative activities that are found to be necessary for the proper and efficient
administration of the state Medicaid plan. Such administrative activities include: Outreach and
Application Assistance for the Medicaid Program; referral, coordination, monitoring and training
of Medicaid services; Medicaid/Oregon health Plan (OHP) transportation and translation; and
system coordination related to Medicaid services. The process applicable to claiming
administrative costs is referred to as Medicaid Administrative Claiming or MAC.
Amendment #1 to Intergovernmental Agreement #125242 increases funding for the duration of
the agreement by $259,000.
Agreement Starting Date: I July 1,2008 I Ending Date: I June 30, 2013
Annual Value or Total Payment: 1 Funding is increased by $259,000. i
Check all that apply:
D RFP, Solicitation or Bid Process
D Informal quotes «$150K)
[XI Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
3/13/2013
Funding Source: (Included in current budget? I:8J Yes D No
If No, has budget amendment been submitted? DYes D No
Is this a Grant Agreement providing revenue to the County? D Yes ~ No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: DYes D No
Contact information for the person responsible for grant compliance: Name:
Phone#:D
Departmental Contact and Title: I Nancy Mooney, Contract Specialist
Phone #: I 541-322-7516 I
Department Director Approval: ----&a""'=:::..t-Y......./'------Si~
3t1t3
Date
Distribution of Document: Return the following bye-mail (connie.thies@state.or.us):
1. Contractor Data and Certification including insurance (page 3)
2. Signature page -sign and date the signature page (page 4)
3. Document Return Statement
Please return original to Nancy Mooney, Deschutes County Health Services.
Official Review: "'Goa tfJlf ~1 !lM/CttJ.I:te ""h;'r "S':I1~ JLI...
/
County Signature Required (check one): 1m BOCC D Department Director (if <$25K)
D Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. _____
Legal Review ~r~ Date 3· z' . 13
Document Number ::.20.;..1..:..;3::;,..-..;..1..;..;13=---_______
3/1312013
Department of Administrative Services
Erik Kropp, Deputy County Administrator
1300 NW Wall St. Suite 200 • Bend. Oregon 97701
(541) 3B8-6584 • FAX (541) 385-3202
WIMY.deschuteS.0f'.U8
March 4, 2011
To whom it may concern,
The purpose of this letter is to certify that Deschutes County, Oregon, is and has been since at least
1990, a self-insured entity pursuant to ORS 30.282 and has established a self-insurance fund for liability
arising out of any tort claims against any of its programs, officers, agents, employees and volunteers
acting within the scope of their employment during this period. This coverage is applicable under any
Deschutes County agreement.
Sincerely,
Erik Kropp
Deputy County Administrator
Enhancing the Lives of Citizens by Delivering Quality Services in a Cost-Effective Manner
Certificate of Self-Insurance,
This is to certify that Deschutes County, Oregon is a self-insured entity pursuant
to ORS 30.282 and has established a self-insured fund against liability and
property damage arising out of any tort claims against its programs, officers,
agents, employees and volunteers acting within the scope of their employment.
This coverage is applicable under any Deschutes County agreement.
Please refer inquiries to:
Deschutes County Risk Management
Erik Kropp, Risk Manager (541) 388-6584
Judy Sumners, Claims Coordinator (541) 385-1749
Ken Harms, Loss Prevention SpeCialist (541) 617-4747
1300 NW Wall St., Ste. 200, Bend, OR 97701
Effective Date 12/17/08, no expiration
DHS SHARED SERVICES)tQti~'tm."t Health
of Human Services Office of Contracts and Procurement -----Authority
John A. Kitzhaber, MD, Governor 250 Winter St NE, Room 306
Salem, OR 97301
Voice: (503) 945-5818
FAX: (503) 373-7889
DOCUMENT RETURN STATEMENT
February 13, 2013
Re: Document #: 125242-1, hereinafter referred to as "Document."
Please complete the following statement and return it along with the completed
signature page and the Contractor Data and Certification page and/or Contractor Tax
Identification Information form (if applicable).
Important: If you have any questions or find errors in the above referenced Document,
please contact the contract specialist, Coral Ford at (503) 947-5142.
(Name) (Title)
received a copy of the above referenced Document, between the State of Oregon,
acting by and through the Department of Human Services, the Oregon Health Authority,
and Deschutes County, bye-mail from Connie Thies on February 13, 2013.
On ________, I signed the electronically transmitted Document without
(Date)
change. I am returning the completed signature page and Contractor Data and
Certification page and/or Contractor Tax Identification Information form (if applicable)
with this Document Return Statement.
(Date)
REV[1:.o~'
LEGAL COUNSEL lealth
-----Aulhority
Agreement Number 125242
AMENDMENT TO
STATE OF OREGON
INTERGOVERNMENTAL AGREEMENT
In compliance with the Americans with Disabilities Act, this document is available in alternate
formats such as Brai lie, large print, audio recordings, Web-based communications and other
electronic formats . To request an alternate format, please send an e-mail to dhs
oha.publicationreque s t!Zl~state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to
arrange for the alternative format.
This is amendment number 1 to Agreement Number 125242 between the State of Oregon, acting
by and through the Oregon Health Authority, hereinafter referred to as "OHA" and
DESCHUTES COUNTY
ACTING BY AND THROUGH ITS HEALTH DEPARTMENT
2577 NE COURTNEY
BEND, OREGON 97701
Phone: 541-322-7422
Fax: 541-322-7424
Email: katemo@deschutes.org
hereinafter referred to as "County" or "LHD".
1. This amendment shall become effective on the date this amendment has been fully
executed by every party and, when required, approved by Department of Justice.
2. The Agreement is hereby amended as follows:
a. The Agreement face page is amended to add a new paragraph after identification
of the parties to the Agreement as follows:
The parties acknowledge and agree that, effective July 1,2011, all references
herein to DHS shall mean Oregon Health Authority (OHA) and any right or
obligation ofDHS under this Agreement shall be a right or obligation ofOHA.
b. Section 3, Consideration, subsection B. maximum, not to exceed amount payable
is being increased from $291,000.00 to $550,000.00.
c. Exhibit B, Standard Terms and Conditions, Section 25, Notice. OHA contact
information is being updated to:
DC -2013 1
OHA: Office of Contracts and Procurement
250 Winter Street NE, Room 306
Salem, Oregon 97301
Phone: 503-945-5818
Fax: 503-378-4324
d. Exhibit B, Standard Terms and Conditions, is hereby superseded and restated in
its entirety as set forth in Exhibit B, attached hereto and incorporated herein by
this reference.
e. Exhibit D, Required Federal Terms and Conditions, is hereby superseded and
restated in its entirety as set forth in Exhibit D, attached hereto and incorporated
herein by this reference.
3. Certification:
a. The County 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 County and that pertains to this Agreement or to the project for
which the Agreement work is being performed. The County 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. County further
acknowledges that in addition to the remedies under this Agreement, 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 County. Without limiting the generality of the foregoing, by signature
on this Agreement, the County hereby certifies that:
(1) Under penalty of perjury the undersigned is authorized to act on behalf of
County and that County is, to the best of the undersigned's knowledge, not
in violation of any Oregon Tax Laws. For purposes of this certification,
"Oregon Tax Laws" means a state tax imposed by ORS 320.005 to
320.150 and 403.200 to 403.250 and ORS chapters 118,314, 316, 317,
318, 321 and 323 and the elderly rental assistance program under ORS
310.630 to 310.706 and local taxes administered by the Department of
Revenue under ORS 305.620;
(2) The information shown in Data and Certification, of original Agreement
or as amended is County's true, accurate and correct information;
(3) To the best of the undersigned's knowledge, County 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.
(4) County and County's employees and agents are not included on the list
titled "Specially Designated Nationals and Blocked Persons" maintained
by the Office of Foreign Assets Control of the United States Department
125242-lICDF Page 2of23
OHA lOA County Amendment Updated: 12.27.12
of the Treasury and currently found at:
http://www .treas.gov/offices/enforcement/ofac/sdn /tll sdn.pclf;
(5) County is not listed on the non-procurement portion of the General
Service Administration's "List of Parties Excluded from Federal
procurement or Nonprocurement Programs" found at:
http s://www.sam .gov /polta Ji pliblic /SAM/; and
(6) County is not subject to backup withholding because:
(a) County is exempt from backup withholding;
(b) County has not been notified by the IRS that County is subject to
backup withholding as a result of a failure to report all interest or
dividends; or
(c) The IRS has notified County that County is no longer subject to
backup withholding.
b. County is required to provide its Federal Employer Identification Number (FEIN).
By County's signature on this Agreement, County hereby certifies that the FErN
provided to OHA is true and accurate. If this information changes, County is also
required to provide OHA with the new FErN within 10 days.
c. Except as expressly amended above, all other terms and cond itions of the original
Agreement and any previous amendments are still in full force and effect. County
certifies that the representations, warranties and certifications contained in the
original Agreement are true and correct as of the effective date of th is amendment
and with the same effect as though made at the time of this amendment.
4. County Data. County shall provide current information as required below. This
information is requested pursuant to ORS 305.385.
PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION:
County Name (exactly as filed with the IRS):
Street address: 1::200 N~ ~\\ St(~t
City, state, zip code: -\o~rd~CT ",,--=-=----,---,.....,...,,-,-______________
~} --->Q L 9 1L-3V '
Email address: f\o.n c..~ ",,-S.' O!..LCot:xX\e."'4 to/t>~SLh....c~L...!-"'-'(}..",§I---__________
Telephone: CQYI )3Zl<h5 I.p Facsimile: (SlJl
Federal Employer Identification Num ber: _'""~....;:G,oo ~.2J;.;..q Ql.q3 -:;...=;.=--=....:......=----------_
Proof of Insu rance:
Workers' Compensation Insurance Company: ~~i£i'---.:.r1..!...~...»4,(.d.(tt'J
-,I.L ,~~£l------------
Policy #: Expiration Date: _...,~~Il<--____
County shall provide proof of Insurance upon request by OHA or OHA designee.
12S242-I/CDF Page 3 of23
OHA IGA County Amendment Updated: 12.27.12
5. Signatures.
COUNTY: YOU WILL NOT BE PAID FOR WORK PERFORMED PRIOR TO
NECESSARY STATE APPROVALS
Deschutes County Health Department
By:
Authorized Signature Title Date
State of Oregon, acting by and through its Oregon Health Authority
By:
Authorized Signature Title Date
Approved for Legal Sufficiency:
Approved via email on 02/12/2013 by Jeff Wahl, AAG.
Reviewed by Office of Family Health:
--~ --------_... ---.----.--~..~----..-~.. ---....---~--...----.~---:-----.-~-----
Authorized Signature Title Date
Office of Contracts and Procurement:
-~--~-. ~------~-~-~-.. ----... ....--...
Coral Ford, OPBC, OCAC Contract Specialist Date
~-
125242-I/CDF Page 4 of23
OHA lGA County Amendment Updated: 12.27.12
EXHIBITB
Standard Terms and Conditions
1. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oregon without regard to principles
of conflicts oflaw. Any claim, action, suit or proceeding (collectively, "Claim") between
the parties that arises from or relates to this Agreement shall be brought and conducted
solely and exclusively within a circuit court for the State of Oregon of proper jurisdiction.
THE PARTIES, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENT TO
THE IN PERSONAM JURISDICTION OF SAID COURTS. Except as provided in this
section, neither party waives any form of defense or immunity, whether sovereign
immunity, governmental immunity, immunity based on the eleventh amendment to the
Constitution of the United States or otherwise, from any Claim or from the jurisdiction of
any court. The parties acknowledge that this is a binding and enforceable agreement and,
to the extent permitted by law, expressly waive any defense alleging that either party
does not have the right to seek judicial enforcement of this Agreement.
2. Compliance with Law. Both parties shall comply with laws, regulations and executive
orders to which they are subject and which are applicable to the Agreement or to the
Work. Without limiting the generality of the foregoing, both parties expressly agree to
comply with the following laws, regulations and executive orders to the extent they are
applicable to the Agreement: (a) all applicable requirements of state civil rights and
rehabilitation statutes, rules and regulations; (b) all state laws requiring reporting of client
abuse; (c) ORS 659A.400 to 659A.409, ORS 659A.145 and all regulations and
administrative rules established pursuant to those laws in the construction, remodeling,
maintenance and operation of any structures and facilities, and in the conduct of all
programs, services and training associated with the Work. These laws, regulations and
executive orders are incorporated by reference herein to the extent that they are
applicable to the Agreement and required by law to be so incorporated. All employers,
including County and OHA, that employ subject workers who provide services in the
State of Oregon shall comply with ORS 656.017 and provide the required Workers'
Compensation coverage, unless such employers are exempt under ORS 656.126.
3. Independent Contractors. The parties agree and acknowledge that their relationship is
that of independent contracting parties and that County is not an officer, employee, or
agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.
4. Representations and Warranties
a. County represents and warrants as follows:
(1) Organization and Authority. County is a political subdivision of the State
of Oregon duly organized and validly existing under the laws of the State
of Oregon. County has full power, authority and legal right to make this
Agreement and to incur and perform its obligations hereunder.
(2) Due Authorization. The making and performance by County of this
Agreement (a) have been duly authorized by all necessary action by
County and (b) do not and will not violate any provision of any applicable
125242-1 (CDF Page 5 0[23
OHA IGA County Amendment Updated: 12.27.12
law, rule, regulation, or order of any court, regulatory commission, board,
or other administrative agency or any provision of County's charter or
other organizational document and (c) do not and will not result in the
breach of, or constitute a default or require any consent under any other
agreement or instrument to which County is a party or by which County
may be bound or affected. No authorization, consent, license, approval of,
filing or registration with or notification to any governmental body or
regulatory or supervisory authority is required for the execution, delivery
or performance by County of this Agreement.
(3) Binding Obligation. This Agreement has been duly executed and delivered
by County and constitutes a legal, valid and binding obligation of County,
enforceable in accordance with its terms subject to the laws of bankruptcy,
insolvency, or other similar laws affecting the enforcement of creditors'
rights generally.
(4) County has the skill and knowledge possessed by well-informed members
ofits industry, trade or profession and County will apply that skill and
knowledge with care and diligence to perform the Work in a professional
manner and in accordance with standards prevalent in County's industry,
trade or profession;
(5) County shall, at all times during the term ofthis Agreement, be qualified,
professionally competent, and duly licensed to perform the Work; and
(6) County prepared its proposal related to this Agreement, if any,
independently from all other proposers, and without collusion, fraud, or
other dishonesty.
h. OHA represents and warrants as follows:
(1) Organization and Authority. OHA has full power, authority and legal right
to make this Agreement and to incur and perform its obligations
hereunder.
(2) Due Authorization. The making and performance by OHA of this
Agreement (a) have been duly authorized by all necessary action by OHA
and (b) do not and will not violate any provision of any applicable law,
rule, regulation, or order of any court, regulatory commission, board, or
other administrative agency and (c) do not and will not result in the breach
of, or constitute a default or require any consent under any other
agreement or instrument to which OHA is a party or by which OHA may
be bound or affected. No authorization, consent, license, approval of,
filing or registration with or notification to any governmental body or
regulatory or supervisory authority is required for the execution, delivery
or performance by OHA ofthis Agreement, other than approval by the
Department of Justice if required by law.
(3) Binding Obligation. This Agreement has been duly executed and delivered
by OHA and constitutes a legal, valid and binding obligation ofOHA,
enforceable in accordance with its terms subject to the laws of bankruptcy,
125242-JICDF Page 6 of23
OHA IGA County Amendment Updated: 12.27.12
insolvency, or other similar laws affecting the enforcement of creditors'
rights generally.
c. Warranties Cumulative. The warranties set forth in this section are in addition to,
and not in lieu of, any other warranties provided.
5. Funds Available and Authorized Clause.
a. The State of Oregon's payment obligations under this Agreement are conditioned
upon OHA receiving funding, appropriations, limitations, allotment, or other
expenditure authority sufficient to allow OHA, in the exercise of its reasonable
administrative discretion, to meet its payment obligations under this Agreement.
County is not entitled to receive payment under this Agreement from any part of
Oregon state government other than OHA. Nothing in this Agreement is to be
construed as permitting any violation of Article Xl, section 7 of the Oregon
Constitution or any other law regulating liabilities or monetary obligations of the
State of Oregon. OHA represents that as of the date it executes this Agreement, it
has sufficient appropriations and limitation for the current biennium to make
payments under this Agreement.
b. Payment Method. Payments under this Agreement will be made by Electronic
Funds Transfer (EFT), unless otherwise mutually agreed, and shall be processed
in accordance with the provisions of OAR 407-120-0100 through 407-120-0380
or OAR 410-120-1260 through OAR 410-120-1460, as applicable, and any other
Oregon Administrative Rules that are program-specific to the billings and
payments. Upon request, County shall provide its taxpayer identification number
(TIN) and other necessary banking information to receive EFT payment. County
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 Agreement. County shall
provide this designation and information on a form provided by OHA. In the
event that EFT information changes or the County elects to designate a different
financial institution for the receipt of any payment made using EFT procedures,
the County shall provide the changed information or designation to OHA on a
OHA-approved form. OHA is not required to make any payment under this
Agreement until receipt of the correct EFT designation and payment information
from the County.
6. Recovery of Overpayments. If billings under this Agreement, or under any other
Agreement between County and OHA, result in payments to County to which County is
not entitled, OHA, after giving to County written notification and an opportunity to
object, may withhold from payments due to County such amounts, over such periods of
time, as are necessary to recover the amount of the overpayment, subject to Section 7
below. Prior to withholding, if County objects to the withholding or the amount proposed
to be withheld, County shall notifY OHA that it wishes to engage in dispute resolution in
accordance with Section 19 of this Agreement.
7. Compliance with Law. Nothing in this Agreement shall require County or OHA to act in
violation of state or federal law or the Constitution of the State of Oregon.
125242-1/CDF Page 70f23
OHA IGA County Amendment Updated: 12.27.12
8. Ownership of Intellectual Property.
a. Definitions. As used in this Section 7 and elsewhere in this Agreement, the
following terms have the meanings set forth below:
(1) "County Intellectual Property" means any intellectual property owned by
County and developed independently from the Work.
(2) "Third Party Intellectual Property" means any intellectual property owned
by parties other than OHA or County.
(3) "Work Product" means every invention, discovery, work of authorship,
trade secret or other tangible or intangible item and all inteIlectual
property rights therein that County is required to deliver to OHA pursuant
to the Work.
h. Except as otherwise expressly provided herein, or as otherwise required by state
or federal law, OHA will not own the right, title and interest in any intellectual
property created or delivered by County or a subcontractor in connection with the
Work. With respect to that portion ofthe intellectual property that the County
owns, County grants to OHA a perpetual, worldwide, non·exclusive, royalty-free
and irrevocable license, subject to any provisions in the Agreement that restrict or
prohibit dissemination or disclosure of information, to (1) use, reproduce, prepare
derivative works based upon, distribute copies of, perform and display the
intellectual property, (2) authorize third parties to exercise the rights set forth in
Section 8.a.(1) on OHA's behalf, and (3) sublicense to third parties the rights set
forth in Section 8.a.(l).
c. If state or federal law requires that OHA or County grant to the United States a
license to any intellectual property, or if state or federal law requires that the
OHA or the United States own the intellectual property, then County shall execute
such further documents and instruments as OHA may reasonably request in order
to make any such grant or to assign ownership in the intellectual property to the
United States or OHA. To the extent that OHA becomes the owner of any
intellectual property created or delivered by County in connection with the Work,
OHA will grant a perpetual, worldwide, non-exclusive, royalty-free and
irrevocable license, subject to any provisions in the Agreement that restrict or
prohibit dissemination or disclosure of information, to County to use, copy,
distribute, display, build upon and improve the intelIectual property.
d. County shall include in its subcontracts terms and conditions necessary to require
that subcontractors execute such further documents and instruments as OHA may
reasonably request in order to make any grant oflicense or assignment of
ownership that may be required by federal or state law.
9. County Default. County shall be in default under this Agreement upon the occurrence of
any of the following events:
a. County fails to perform, observe or discharge any of its covenants, agreements or
obligations set forth herein;
125242-J/CDF Page 8 of23
OHA lOA County Amendment Updated: 12.27.12
b. Any representation, warranty or statement made by County herein or in any
documents or reports relied upon by OHA to measure the delivery of Work, the
expenditure of payments or the performance by County is untrue in any material
respect when made;
c. County (1) applies for or consents to the appointment of, or taking of possession
by, a receiver, custodian, trustee, or liquidator ofitself or all of its property, (2)
admits in writing its inability, or is generally unable, to pay its debts as they
become due, (3) makes a general assignment for the benefit of its creditors, (4) is
adjudicated a bankrupt or insolvent, (5) commences a voluntary case under the
Federal Bankruptcy Code (as now or hereafter in effect), (6) files a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, (7) fails to
controvert in a timely and appropriate manner, or acquiesces in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code, or (8)
takes any action for the purpose of effecting any of the foregoing; or
d. A proceeding or case is commenced, without the application or consent of
County, in any court of competent jurisdiction, seeking (1) the liquidation,
dissolution or winding-up, or the composition or readjustment of debts, of
County, (2) the appointment of a trustee, receiver, custodian, liquidator, or the
like of County or of all or any substantial part of its assets, or (3) similar relief in
respect to County under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed and
in effect for a period of sixty consecutive days, or an order for relief against
County is entered in an involuntary case under the Federal Bankruptcy Code (as
now or hereafter in effect).
10. OHA Default. OHA shall be in default under this Agreement upon the occurrence of any
of the following events:
a. OHA fails to perform, observe or discharge any of its covenants, agreements, or
obligations set forth herein; or
b. Any representation, warranty or statement made by OHA herein or in any
documents or reports relied upon by County to measure performance by OHA is
untrue in any material respect when made.
11. Termination.
a. County Termination. County may terminate this Agreement:
(1) For its convenience, upon at least 30 days advance written notice to OHA;
(2) Upon 45 days advance written notice to OHA, if County does not obtain
funding, appropriations and other expenditure authorizations from
County's governing body, federal, state or other sources sufficient to
permit County to satisfy its performance obligations under this
Agreement, as determined by County in the reasonable exercise of its
administrative discretion;
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OHA lOA County Amendment Updated: 12.27.12
(3) Upon 30 days advance written notice to OHA, ifOHA is in default under
this Agreement and such default remains uncured at the end of said 30 day
period or such longer period, if any, as County may specify in the notice;
or
(4) Immediately upon written notice to OHA, if Oregon statutes or federal
laws, regulations or guidelines are modified, changed or interpreted by the
Oregon Legislative Assembly, the federal government or a court in such a
way that County no longer has the authority to meet its obligations under
this Agreement.
b. OHA Termination. OHA may terminate this Agreement:
(1) For its convenience, upon at least 30 days advance written notice to
County;
(2) Upon 45 days advance written notice to County, if OHA does not obtain
funding, appropriations and other expenditure authorizations from federal,
state or other sources sufficient to meet the payment obligations ofOHA
under this Agreement, as determined by OHA in the reasonable exercise
of its administrative discretion. Notwithstanding the preceding sentence,
OHA may terminate this Agreement, immediately upon written notice to
County or at such other time as it may determine if action by the Oregon
Legislative Assembly or Emergency Board reduces OHA's legislative
authorization for expenditure of funds to such a degree that OHA will no
longer have sufficient expenditure authority to meet its payment
obligations under this Agreement, as determined by OHA in the
reasonable exercise of its administrative discretion, and the effective date
for such reduction in expenditure authorization is less than 45 days from
the date the action is taken;
(3) Immediately upon written notice to County if Oregon statutes or federal
laws, regulations or guidelines are modified, changed or interpreted by the
Oregon Legislative Assembly, the federal government or a court in such a
way that OHA no longer has the authority to meet its obligations under
this Agreement or no longer has the authority to provide payment from the
funding source it had planned to use;
(4) Upon 30 days advance written notice to County, if County is in default
under this Agreement and such default remains uncured at the end of said
30 day period or such longer period, if any, as OHA may specify in the
notice;
(5) Immediately upon written notice to County, if any license or certificate
required by law or regulation to be held by County or a subcontractor to
perform the Work is for any reason denied, revoked, suspended, not
renewed or changed in such a way that County or a subcontractor no
longer meets requirements to perform the Work. This termination right
may only be exercised with respect to the particular part of the Work
impacted by loss of necessary licensure or certification;
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OHA lOA County Amendment Updated: 12.27.12
(6) Immediately upon written notice to County, ifOHA determines that
County or any of its subcontractors have endangered or are endangering
the health or safety of a client or others in performing work covered by
this Agreement.
c. Mutual Termination. The Agreement may be terminated immediately upon
mutual written consent of the parties or at such time as the parties may agree in
the written consent.
12. Effect of Termination.
a. Entire Agreement.
(1) Upon termination of this Agreement, OHA shall have no further
obligation to pay County under this Agreement.
(2) Upon termination of this Agreement, County shall have no further
obligation to perform Work under this Agreement.
b. Obligations and Liabilities. Notwithstanding Section 12.a., any termination ofthis
Agreement shall not prejudice any obligations or liabilities of either party accrued
prior to such termination.
13. Limitation of Liabilities. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR
ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINAnON
OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS
TERMS.
14. Insurance. County shall require subcontractors to maintain insurance as set forth in
Exhibit C, which is attached hereto.
15. Records Maintenance; Access. County shall maintain all financial records relating to this
Agreement in accordance with generally accepted accounting principles. In addition,
County shall maintain any other records, books, documents, papers, plans, records of
shipments and payments and writings ofCounty, whether in paper, electronic or other
form, that are pertinent to this Agreement in such a manner as to clearly document County's
performance. All financial records, other records, books, documents, papers, plans, records
of shipments and payments and writings ofCounty whether in paper, electronic or other
form, that are pertinent to this Agreement, are collectively referred to as "Records." County
acknowledges and agrees that OHA and the Oregon Secretary of State's Office and the
federal government and their duly authorized representatives shall have access to all
Records to perform examinations and audits and make excerpts and transcripts. County
shall retain and keep accessible all Records for a minimum of six years, or such longer
period as may be required by applicable law, following final payment and termination of
this Agreement, or until the conclusion of any audit, controversy or litigation arising out of
or related to this Agreement, whichever date is later. County shall maintain Records in
accordance with the records retention schedules set forth in OAR Chapter 166.
16. Information Privacy/Security/Access. If the Work performed under this Agreement
requires County or its subcontractor(s) to have access to or use of any OHA computer
I 25242· I ICDF Page 11 of23
OHA lOA County Amendment Updated: 12.27.12
system or other OHA Information Asset for which OHA imposes security requirements,
and OHA grants County or its subcontractor(s) access to such OHA Information Assets
or Network and Information Systems, County shall comply and require all
subcontractor(s) to which such access has been granted to comply with OAR 943-014
0300 through OAR 943-014-0320, as such rules may be revised from time to time. For
purposes of this section, "Information Asset" and "Network and Information System"
have the meaning set forth in OAR 943-014-0305, as such rule may be revised from time
to time.
17. Force Majeure. Neither OHA nor County shall be held responsible for delay or default
caused by fire, civil unrest, labor unrest, natural causes, or war which is beyond the
reasonable control of OHA or County, respectively. Each party shall, however, make all
reasonable efforts to remove or eliminate such cause of delay or default and shall, upon
the cessation of the cause, diligently pursue performance of its obligations under this
Agreement. OHA may terminate this Agreement upon written notice to the other party
after reasonably determining that the delay or breach will likely prevent successful
performance of this Agreement.
18. Assignment of Agreement, Successors in Interest.
a. County shall not assign or transfer its interest in this Agreement without prior
written approval ofOHA. Any such assignment or transfer, if approved, is subject
to such conditions and provisions as OHA may deem necessary. No approval by
OHA of any assignment or transfer of interest shall be deemed to create any
obligation ofOHA in addition to those set forth in the Agreement.
b. The provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective successors and permitted assigns.
19. Alternative Dispute Resolution. The parties should attempt in good faith to resolve any
dispute arising out of this agreement. This may be done at any management level,
including at a level higher than persons directly responsible for administration ofthe
agreement. In addition, the parties may agree to utilize a jointly selected mediator or
arbitrator (for non-binding arbitration) to resolve the dispute short of litigation.
20. Subcontracts. County shall not enter into any subcontracts for any of the Work required
by this Agreement without OHA's prior written consent. In addition to any other
provisions OHA may require, County shall include in any permitted subcontract under
this Agreement provisions to require that OHA will receive the benefit of subcontractor
performance as ifthe subcontractor were the County with respect to Sections 1, 2, 3, 4, 8,
15, 16, 18,21, and 23 of this Exhibit B. OHA's consent to any subcontract shall not
relieve County of any of its duties or obligations under this Agreement.
21. No Third Party Beneficiaries. OHA and County are the only parties to this Agreement
and are the only parties entitled to enforce its terms. The parties agree that County's
performance under this Agreement is solely for the benefit ofOHA to assist and enable
OHA to accomplish its statutory mission. Nothing in this Agreement gives, is intended to
give, or shall be construed to give or provide any benefit or right, whether directly,
indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed
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OHA lOA County Amendment Updated: 12.27.12
1
1 by the general public unless such third persons are individually identified by name herein t and expressly described as intended beneficiaries of the terms of this Agreement.
I 22. Amendment. No amendment, modification or change ofterms of this Agreement shall
bind either party unless in writing and signed by both parties and, when required, the !
" Department of Justice. Such amendment, modification, or change, ifmade, shall be
effective only in the specific instance and for the specific purpose given.
23. Severability. The parties agree that if any term or provision ofthis Agreement is
declared by a court of competent jurisdiction to be illegal or in conflict with any law, the
~ validity of the remaining terms and provisions shall not be affected, and the rights and
I
1
1 obligations of the parties shall be construed and enforced as if the Agreement did not
contain the particular term or provision held to be invalid.
24. Survival. Sections 1,4,5,6,7,8,12,13,14,15, 16, 19,21,22,23,24,25,26,28,29,30
and 31 of this Exhibit B shall survive Agreement expiration or termination as well as those
~ the provisions ofthis Agreement that by their context are meant to survive. Agreement
1 expiration or termination shall not extinguish or prejudice either party's right to enforce
this Agreement with respect to any default by the other party that has not been cured.
i
25. Notice. Except as otherwise expressly provided in this Agreement, any communications
between the parties hereto or notices to be given hereunder shall be given in writing by
personal delivery, facsimile, or mailing the same, postage prepaid to County or OHA at
the address or number set forth below, or to such other addresses or numbers as either
j party may indicate pursuant to this section. Any communication or notice so addressed ~ and mailed shall be effective five days after mailing. Any communication or notice
delivered by facsimile shall be effective on the day the transmitting machine generates a
receipt of the successful transmission, if transmission was during normal business hours
of the recipient, or on the next business day, if transmission was outside normal business
hours of the recipient. To be effective against the other party, any notice transmitted by
facsimile must be confirmed by telephone notice to the other party at number listed
below. Any communication or notice given by personal delivery shall be effective when
actually delivered to the addressee.
OHA: Office of Contracts & Procurement
250 Winter St NE, Room 306
Salem, OR 97301
Telephone: 503-945-5818
Facsimile Number: 503-378-4324
26. Headings. The headings and captions to sections ofthis Agreement have been inserted
for identification and reference purposes only and shall not be used to construe the
meaning or to interpret this Agreement.
27. Counterparts. This Agreement 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 this Agreement and any amendments so executed shall
constitute an original.
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OHA lOA County Amendment Updated: 12.27.12
28. Waiver. The failure of either party to enforce any provision of this Agreement shall not
constitute a waiver by that party of that or any other provision. No waiver or consent
shall be effective unless in writing and signed by the party against whom it is asserted.
29. Construction. [Reserved}
30. Contribution. If any third party makes any claim or brings any action, suit or proceeding
alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against a
party (the "Notified Party") with respect to which the other party ("Other Party") may
have liability, the Notified Party must promptly notify the Other Party in writing of the
Third Party Claim and deliver to the Other Party a copy of the claim, process, and all
legal pleadings with respect to the Third Party Claim. Either party is entitled to
participate in the defense of a Third Party Claim, and to defend a Third Party Claim with
counsel of its own choosing. Receipt by the Other Party of the notice and copies required
in this paragraph and meaningful opportunity for the Other Party to participate in the
investigation, defense and settlement of the Third Party Claim with counsel of its own
choosing are conditions precedent to the Other Party's liability with respect to the Third
Party Claim.
With respect to a Third Party Claim for which the State is jointly liable with the County
(or would be ifjoined in the Third Party Claim), the State shall contribute to the amount
of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by the County in such proportion as
is appropriate to reflect the relative fault of the State on the one hand and of the County
on the other hand in connection with the events which resulted in such expenses,
judgments, fines or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of the State on the one hand and of the County on the
other hand shall be determined by reference to, among other things, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such expenses, judgments, fines or settlement amounts. The
State's contribution amount in any instance is capped to the same extent it would have
been capped under Oregon law if the State had sole liability in the proceeding.
With respect to a Third Party Claim for which the County is jointly liable with the State
(or would be ifjoined in the Third Party Claim), the County shall contribute to the
amount of expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by the State in such
proportion as is appropriate to reflect the relative fault of the County on the one hand and
of the State on the other hand in connection with the events which resulted in such
expenses, judgments, fines or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of the County on the one hand and of the State on the
other hand shall be determined by reference to, among other things, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such expenses, judgments, fines or settlement amounts. The
County's contribution amount in any instance is capped to the same extent it would have
been capped under Oregon law if it had sole liability in the proceeding.
31. Indemnification by Subcontractors. County shall take all reasonable steps to cause its
contractor(s) that are not units oflocal government as defined in ORS 190.003, if any, to
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OHA lOA County Amendment Updated: 12.27.12
indemnify, defend, save and hold harmless the State of Oregon and its officers,
employees and agents ("Indemnitee") from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including attorneys' fees) arising from a tort (as
now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in
part, by the negligent or willful acts or omissions of County's contractor or any of the
officers, agents, employees or subcontractors of the contractor( "Claims"). It is the
specific intention of the parties that the Indemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or omissions of the Indemnitee,
be indemnified by the contractor from and against any and all Claims.
32. Stop-Work Order. OHA may, at any time, by written notice to the County, require the
County to stop all, or any part ofthe work required by this Agreement for a period of up
to 90 days after the date of the notice, or for any further period to which the parties may
agree through a duly executed amendment. Upon receipt of the notice, County shall
immediately comply with the Stop-Work Order terms and take all necessary steps to
minimize the incurrence of costs allocable to the work affected by the stop work order
notice. Within a period of90 days after issuance of the written notice, or within any
extension of that period to which the parties have agreed, OHA shall either:
a. Cancel or modify the stop work order by a supplementary written notice; or
h. Terminate the work as permitted by either the Default or the Convenience
provisions of Section 11.Termination.Ifthe Stop Work Order is canceled, OHA
may, after receiving and evaluating a request by the County, make an adjustment
in the time required to complete this Agreement and the Agreement price by a
duly executed amendment.
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OHA IGA County Amendment Updated: 12.27.12
EXHIBITD
Required Federal Terms and Conditions
General Applicability and Compliance. Unless exempt under 45CFR Part 87 for Faith-Based
Organizations (Federal Register, July 16, 2004, Volume 69, #136), or other federal provisions,
County shall comply and, as indicated, require all subcontractors to comply with the following
federal requirements to the extent that they are applicable to this Agreement, to County, or to the
Work, or to any combination of the foregoing. For purposes of this Agreement, all references to
federal and state laws are references to federal and state laws as they may be amended from time
to time.
1. Miscellaneous Federal Provisions
County shall comply and require all subcontractors to comply with all federal laws,
regulations, and executive orders applicable to the Agreement or to the delivery of Work.
Without limiting the generality of the foregoing, County expressly agrees to comply and
require all subcontractors to comply with the following laws, regulations and executive
orders to the extent they are applicable to the Agreement: (a) Title VI and VII ofthe Civil
Rights Act of 1964, as amended, (b) Sections 503 and 504 of the Rehabilitation Act of
1973, as amended, (c) the Americans with Disabilities Act of 1990, as amended, (d)
Executive Order 11246, as amended, (e) the Health Insurance Portability and
Accountability Act of 1996, as amended, (f) the Age Discrimination in Employment Act
of 1967, as amended, and the Age Discrimination Act of 1975, as amended, (g) the
Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, (h) all
regulations and administrative rules established pursuant to the foregoing laws, (i) all
other applicable requirements of federal civil rights and rehabilitation statutes, rules and
regulations, and (j) all federal law governing operation of Community Mental Health
Programs, including without limitation, all federal laws requiring reporting of client
abuse. These laws, regulations and executive orders are incorporated by reference herein
to the extent that they are applicable to the Agreement and required by law to be so
incorporated. No federal funds may be used to provide Work in violation of 42 U.S.C.
14402.
2. Equal Employment Opportunity
If this Agreement, including amendments, is for more than $10,000, then County shall
comply and require all subcontractors to comply with Executive Order 11246, entitled
"Equal Employment Opportunity," as amended by Executive Order 11375, and as
supplemented in Department of Labor regulations (41 CFR Part 60).
3. Clean Air, Clean Water, EPA Regulations
If this Agreement, including amendments, exceeds $100,000 then County shall comply
and require all subcontractors to comply with all applicable standards, orders, or
requirements issued under Section 306 ofthe Clean Air Act (42 U.S.c. 7606), the Federal
Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33
U.S.C. 1251 to 1387), specifically including, but not limited to Section 508 (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency regulations (2 CFR
Part 1532), which prohibit the use under non-exempt Federal contracts, grants or loans of
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OHA IGA County Amendment Updated: 12.27.12
I
facilities included on the EPA List of Violating Facilities. Violations shall be reported to
OHA, United States Department of Health and Human Services and the appropriate
Regional Office of the Environmental Protection Agency. County shall include and
require all subcontractors to include in all contracts with subcontractors receiving more
than $100,000, language requiring the subcontractor to comply with the federal laws
identified in this section.
4. Energy Efficiency
County shall comply and require all subcontractors to comply with applicable mandatory
standards and policies relating to energy efficiency that are contained in the Oregon
energy conservation plan issued in compliance with the Energy Policy and Conservation
Act U.S.c. 6201 et.seq. (Pub. L. 94-163).
5. Truth in Lobbying
By signing this Agreement, the County certifies, to the best of the County's knowledge
and beliefthat:
a. No federal appropriated funds have been paid or will be paid, by or on behalf of
County, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the
awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment or modification of any federal
contract, grant, loan or cooperative agreement.
b. If any funds other than federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this federal contract,
grant, loan or cooperative agreement, the County shall complete and submit
Standard Form LLL, "Disclosure Form to Report Lobbying" in accordance with
its instructions.
c. The County shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants,
and contracts under grants, loans, and cooperative agreements) and that all
subrecipients and subcontractors shall certify and disclose accordingly.
d. This certification is a material representation offact upon which reliance was
placed when this Agreement was made or entered into. Submission of this
certification is a prerequisite for making or entering into this Agreement imposed
by section 1352, Title 31 ofthe U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
e. No part of any federal funds paid to County under this Agreement shall be used
other than for normal and recognized executive legislative relationships, for
publicity or propaganda purposes, for the preparation, distribution, or use of any
kit, pamphlet, booklet, publication, electronic communication, radio, television, or
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OHA IGA County Amendment Updated: 12.27.12
video presentation designed to support or defeat the enactment of legislation
before the United States Congress or any State or local legislature itself, or
designed to support or defeat any proposed or pending regulation, administrative
action, or order issued by the executive branch of any State or local government
itself.
f. No part of any federal funds paid to County under this Agreement shall be used to
pay the salary or expenses of any grant or contract recipient, or agent acting for
such recipient, related to any activity designed to influence the enactment of
legislation, appropriations, regulation, administrative action, or Executive order
proposed or pending before the United States Congress or any State government,
State legislature or local legislature of legislative body, other than for normal and
recognized executive-legislative relationships or participation by an agency or
officer of a State, local or tribal government in policymaking and administrative
processes within the executive branch of that government.
g. The prohibitions in subsections (b) and (c) of this section shall include any
activity to advocate or promote any proposed, pending or future Federal, State or
local tax increase, or any proposed, pending, or future requirement or restriction
an any legal consumer product, including its sale or marketing, including but not
limited to the advocacy or promotion of gun control.
h. No part of any federal funds paid to County under this Agreement may be used
for any activity that promotes the legalization of any drug or other substance
included in schedule I of the schedules of controlled substances established under
section 202 ofthe Controlled Substances Act except for normal and recognized
executive congressional communications. This limitation shall not apply when
there is significant medical evidence of a therapeutic advantage to the use of such
drug or other substance of that federally sponsored clinical trials are being
conducted to determine therapeutic advantage.
6. HIPAA Compliance
OHA is a Covered Entity with respect to its health care components as described in OAR
943-014-0015 for purposes of the Health Insurance Portability and Accountability Act
and the federal regulations implementing the Act (collectively referred to as HIPAA), and
OAR 125-055-0100 through OAR 125-055-0130. OHA must comply with HIPAA to the
extent that any Work or obligations ofOHA arising under this Agreement are covered by
HIPAA. County shall determine if County will have access to, or create any protected
health information in the performance of any Work or other obligations under this
Agreement. To the extent that County will have access to, or create any protected health
information to perform functions, activities, or services for, or on behalf of, a healthcare
component of OHA in the performance of any Work required by this Agreement, County
shall comply and cause all subcontractors to comply with OAR 125-055-0100 through
OAR 125-055-0130 and the following:
a. Privacy and Security ofIndividually Identifiable Health Information. Individually
Identifiable Health Information about specific individuals is confidential.
Individually Identifiable Health Information relating to specific individuals may
be exchanged between County and OHA for purposes directly related to the
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OHA IGA County Amendment Updated: 12.27.12
1
provision of services to Clients which are funded in whole or in part under this
Agreement. To the extent that County is performing functions, activities, or
services for, or on behalf of, a health care component ofOHA in the performance
of any Work required by this Agreement, County shall not use or disclose any
Individually Identifiable Health Information about specific individuals in a
manner that would violate OHA Privacy Rules, OAR 943-014-0000 et. seq., or
OHA Notice of Privacy Practices. A copy of the most recent OHA Notice of
Privacy Practices may be obtained by contacting OHA or by looking up form
number 2090 on the OHA web site at https:llapps.state.or.uslcflIFORMSI.
b. Data Transactions Systems. IfCounty intends to exchange electronic data
transactions with a health care component ofOHA in connection with claims or
encounter data, eligibility or enrollment information, authorizations or other
electronic transaction, County shall execute an EDI Trading Partner Agreement
with OHA and shall comply with OHA EDI Rules.
c. Consultation and Testing. IfCounty reasonably believes that the County's or
OHA's data transactions system or other application ofHIPAA privacy or
security compliance policy may result in a violation ofHIPAA requirements,
County shall promptly consult the OHA Information Security Office. County or
OHA may initiate a request for testing ofHIPAA transaction requirements,
subject to available resources and the OHA testing schedule.
7. Resource Conservation and Recovery
County shall comply and require all subcontractors to comply with all mandatory
standards and policies that relate to resource conservation and recovery pursuant to the
Resource Conservation and Recovery Act (codified at 42 U.S.C. 6901 et. seq.). Section
6002 ofthat Act (codified at 42 U.S.c. 6962) requires that preference be given in
procurement programs to the purchase of specific products containing recycled materials
identified in guidelines developed by the Environmental Protection Agency. Current
guidelines are set forth in 40 CFR Part 247.
8. Audits
a. County shall comply, and require any subcontractor to comply, with applicable
audit requirements and responsibilities set forth in this Agreement and applicable
state or federal law.
b. Sub-recipients shall also comply with applicable Code of Federal Regulations
(CFR) and OMB Circulars governing expenditure of federal funds including, but
not limited, to OMB A-133 Audits of States, Local Governments and Non-Profit
Organizations.
9. Debarment and Suspension
County shall not permit any person or entity to be a subcontractor if the person or entity
is listed on the non-procurement portion of the General Service Administration's "List of
Parties Excluded from Federal Procurement or Non-procurement Programs" in
accordance with Executive Orders No. 12549 and No. 12689, "Debarment and
Suspension". (See 2 CFR Part 180.) This list contains the names of parties debarred,
suspended, or otherwise excluded by agencies, and contractors declared ineligible under
I 25242·l!CDF Page 19 of23
OHA lOA County Amendment Updated: 12.27.12
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statutory authority other than Executive Order No. 12549. Subcontractors with awards
that exceed the simplified acquisition threshold shall provide the required certification
regarding their exclusion status and that oftheir principals prior to award.
10. Drug-Free Workplace
County shall comply and require all subcontractors to comply with the following
provisions to maintain a drug-free workplace: (i) County certifies that it will provide a
drug-free workplace by publishing a statement notifying its employees that the unlawful
manufacture, distribution, dispensation, possession or use of a controlled substance,
except as may be present in lawfully prescribed or over-the-counter medications, is
prohibited in County's workplace or while providing services to OHA clients. County's
notice shall specify the actions that will be taken by County against its employees for
violation of such prohibitions; (ii) Establish a drug-free awareness program to inform its
employees about: The dangers of drug abuse in the workplace, County's policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees
for drug abuse violations; (iii) Provide each employee to be engaged in the performance
of services under this Agreement a copy of the statement mentioned in paragraph (i)
above; (iv) Notify each employee in the statement required by paragraph (i) above that,
as a condition of employment to provide services under this Agreement, the employee
will: abide by the terms ofthe statement, and notify the employer of any criminal drug
statute conviction for a violation occurring in the workplace no later than five (5) days
after such conviction; (v) Notify OHA within ten (10) days after receiving notice under
subparagraph (iv) above from an employee or otherwise receiving actual notice of such
conviction; (vi) Impose a sanction on, or require the satisfactory participation in a drug
abuse assistance or rehabilitation program by any employee who is so convicted as
required by Section 5154 of the Drug-Free Workplace Act of 1988; (vii) Make a good
faith effort to continue a drug-free workplace through implementation of subparagraphs
(i) through (vi) above; (viii) Require any subcontractor to comply with subparagraphs (i)
through (vii) above; (ix) Neither County, or any of County's employees, officers, agents
or subcontractors may provide any service required under this Agreement while under the
influence of drugs. For purposes of this provision, "under the influence" means: observed
abnormal behavior or impairments in mental or physical performance leading a
reasonable person to believe the County or County's employee, officer, agent or
subcontractor has used a controlled substance, prescription or non-prescription
medication that impairs the County or County's employee, officer, agent or
subcontractor's performance of essential job function or creates a direct threat to OHA
clients or others. Examples of abnormal behavior include, but are not limited to:
hallucinations, paranoia or violent outbursts. Examples of impairments in physical or
mental performance include, but are not limited to: slurred speech, difficulty walking or
performing job activities; and (x) Violation of any provision ofthis subsection may result
in termination ofthis Agreement.
11. Pro-Children Act
County shall comply and require all subcontractors to comply with the Pro-Children Act
of 1994 (codified at 20 U.S.c. section 6081 et. seq.).
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12. Medicaid Services
County shall comply with all applicable federal and state laws and regulation pertaining
to the provision of Medicaid Services under the Medicaid Act, Title XIX, 42 U.S.C.
Section 1396 et. seq., including without limitation:
a. Keep such records as are necessary to fully disclose the extent of the services
provided to individuals receiving Medicaid assistance and shall furnish such
information to any state or federal agency responsible for administering the
Medicaid program regarding any payments claimed by such person or institution
for providing Medicaid Services as the state or federal agency may from time to
time request. 42 U.S.C. Section 1396a(a)(27); 42 CFR 431.1 07(b)(I) & (2).
b. Comply with all disclosure requirements of 42 CFR 1 002.3(a) and 42 CFR 455
Subpart (B).
c. Maintain written notices and procedures respecting advance directives in
compliance with 42 U.S.C. Section 1396(a)(57) and (w), 42 CFR 431.107(b)(4),
and 42 CFR 489 subpart I.
d. Certify when submitting any claim for the provision of Medicaid Services that the
information submitted is true, accurate and complete. County shall acknowledge
County's understanding that payment of the claim will be from federal and state
funds and that any falsification or concealment of a material fact may be
prosecuted under federal and state laws.
e. Entities receiving $5 million or more annually (under this Agreement and any
other Medicaid Agreement) for furnishing Medicaid health care items or services
shall, as a condition of receiving such payments, adopt written fraud, waste and
abuse policies and procedures and inform employees, contractors and agents
about the policies and procedures in compliance with Section 6032 ofthe Deficit
Reduction Act of2005, 42 U.S.c. § 1396a(a)(68).
13. Agency-based Voter Registration
Ifapplicable, County shall comply with the Agency-based Voter Registration sections of
the National Voter Registration Act of 1993 that require voter registration opportunities
be offered where an individual may apply for or receive an application for public
assistance.
14. Disclosure.
a. 42 CFR 455.104 requires the State Medicaid agency to obtain the following
information from any provider of Medicaid or CHIP services, including fiscal
agents of providers and managed care entities: (1) the name and address
(including the primary business address, every business location and P.O. Box
address) of any person (individual or corporation) with an ownership or control
interest in the provider, fiscal agent or managed care entity; (2) in the case of an
individual, the date of birth and Social Security Number, or, in the case ofa
corporation, the tax identification number of the entity, with an ownership interest
in the provider, fiscal agent or managed care entity or of any subcontractor in
which the provider, fiscal agent or managed care entity has a 5% or more interest;
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(3) whether the person (individual or corporation) with an ownership or control
interest in the provider, fiscal agent or managed care entity is related to another
person with ownership or control interest in the provider, fiscal agent or managed
care entity as a spouse, parent, child or sibling, or whether the person (individual
or corporation) with an ownership or control interest in any subcontractor in
which the provider, fiscal agent or managed care entity has a 5% or more interest
is related to another person with ownership or control interest in the provider,
fiscal agent or managed care entity as a spouse, parent, child or sibling; (4) the
name of any other provider, fiscal agent or managed care entity in which an
owner of the provider, fiscal agent or managed care entity has an ownership or
control interest; and, (5) the name, address, date of birth and Social Security
Number of any managing employee of the provider, fiscal agent or managed care
entity.
b. 42 CFR 455.434 requires as a condition of enrollment as a Medicaid or CHIP
provider, to consent to criminal background checks, including fingerprinting
when required to do so under state law, or by the category of the provider based
on risk of fraud, waste and abuse under federal law.
c. As such, a provider must disclose any person with a 5% or greater direct or
indirect ownership interest in the provider whom has been convicted of a criminal
offense related to that person's involvement with the Medicare, Medicaid, or title
XXI program in the last 10 years.
d. County shall make the disclosures required by this Section 14. to OHA. OHA
reserves the right to take such action required by law, or where OHA has
discretion, it deems appropriate, based on the information received (or the failure
to receive information) from the provider, fiscal agent or managed care entity.
15. Federal Intellectual Property Rights Notice. The federal funding agency, as the
awarding agency of the funds used, at least in part, for the Work under this Agreement,
may have certain rights as set forth in the federal requirements pertinent to these funds.
For purposes of this subsection, the terms "grant" and "award" refer to funding issued by
the federal funding agency to the State of Oregon. The County agrees that it has been
provided the following notice:
a. The federal funding agency reserves a royalty-free, nonexclusive and irrevocable
right to reproduce, publish, or otherwise use the Work, and to authorize others to
do so, for Federal Government purposes with respect to:
(1) The copyright in any Work developed under a grant, subgrant or
agreement under a grant or subgrant; and
(2) Any rights of copyright to which a grantee, subgrantee or a county
purchases ownership with grant support.
b. The parties are subject to applicable federal regulations governing patents and
inventions, including government-wide regulations issued by the Department of
Commerce at 37 CFR part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts
and Cooperative Agreements."
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c. The parties are subject to applicable requirements and regulations of the federal
funding agency regarding rights in data first produced under a grant, subgrant or
agreement under a grant or subgrant.
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