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HomeMy WebLinkAboutDoc 513 - Medical Examiner ApptDeschutes 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 9/29/14 DATE: 9119/14 FROM: Mary Anderson. District Attorney Phone #541-385-3242 TITLE OF AGENDA ITEM: Consideration of Board Approval of Document No. 2014-5l3 ,an Agreement Appointing the County Medical Examiner. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: ORS 146.065(2) requires the approval of the Board of County Commissioners for the County Medical Examiner, as appointed by the State Medical Examiner. FISCAL IMPLICATIONS: None, the budget for Medical Examiner will not change with the appointment. RECOMMENDATION & ACTION REQUESTED: Approval of Document no. 2014-5l3, the Medical Examiner's Appointment for CME. ATTENDANCE: Mary Anderson, CDDA DISTRIBUTION OF DOCUMENTS: Clerk; copy to D.A.'s Office. 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 alt sections above the Official Review line. Date: \9/26/14\ Department: \Legal\ Contractor/Supplier/Consultant Name: Medical Examiner -District Attorne ' Contractor Contact: ana Van Ambur , MD Contractor Phone #: \388j ~520\ Type of Document: Service Contract -Medical Examiner Goods and/or Services: ME Services (per DRS) Background & History: Attach additional page if needed. Agreement Starting Date: \9/30/14] Ending Date: ~/30/1 ij Annual Value or Total Payment: 1$25,000\ o Insurance Certi'ficate Receiied (check box) Insurance Expiration Date: i Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$150K) ~ Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37) Funding Source: (Included in current budget? ~ Yes 0 No If No, has budget amendment been submitted? 0 Yes 0 No Is this a Grant Agreement providing revenue to the County? 0 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: 0 Yes 0 No Contact information for the person responsible for grant compliance: Name: 9/2612014 Phone #: II....-----l I Departmental Contact and Title: Tom Anderson Phone #: ~88- 6565 Department Director Approval: 2~~ Signature _("'_?b-,---fLj~ Date I Official Review: County Signature Required (check one): 0 SOCC 0 Department Director (if <$25K) ~Administrator (if >$25K but <$150K; if >$150K, SOCC Order ~o. ) legal Review ~~ Date r(4(L¥ Document Number 2014-513 Distribution of Document: Who gets the original document and/or copies after it has been signed? Include complete information if the document is to be mailed. 9/26/2014 1-att iJ,tilital i£:~a1lt· ~~ t#~r (tltrfifiruft nf Appniufmtuf s., "-JANAVANAMBURG,MD COU"NTY MEDICAL EXAMINER DESCHUTES COUNTY ·~r£.Oj7' Date un 2. i, SU,$.IiWSMX\Z./J ; 9 UK ~ 4 >U.. $ ,.pt;i:l44 t( mit Q t g; 1#_ [4 W, 4 ¥,.) ';#¢i4li! .42 "'''''''''''''''7'''''~~> L~Y\JVAL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2014-513 This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the District Attorney and Dr. Jana Van Amburg. The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be September 30,2014 or the date, on which each party has signed this Contract, whichever is later. Unless earlier terminated as provided below this Agreement shall automatically renew on July 01, 2015 and each succeeding July 1st thereafter on the same terms and conditions setforth herein. Contract termination shall not extinguish or prejudice County's right to enforce this Contract with respect to any default by Contractor that has not been cured. Statement of Work. Contractor shall perform the work described in Exhibit 1. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1 Contract Documents. This Contract includes Page 1-9 and Exhibits 1,2,3,4,5,6 and 7. CONTRACTOR DATA AND SIGNATURE Contractor Address: 2275 NE Doctors Dr., Suite 7, Bend OR 97701 Federal Tax 10# or Social Security #:20-3147845 Is Contractor a nonresident alien? DYes I2SI No Business DeSignation (check one): jg]S~le Proprietorship o Partnership D Corporation-for profit 0 Corporation-non-profit D Other, describe A Federal tax 10 number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax 10 number or, if none, the Social Security number provided above. I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms. NOTE: Contractor all 0 si~n Exhibits 3 and 4 and, if applicable, Exhibit 6. Phr4S rcCcvv­ ab-\re \ / 11 l Title ( /... • {'ll ( 41~A 0 IV\ -Vt'l.1'\ *tJ~~lm ~Jr Name (please print) .J Date ~~~L.:.+~~~U4~~~_ DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. Dated this ' L(" of S eP'1 ,2014 Dated this of , 2014 DESCHUTES COUNTY DISTRICT ATTORNEY COUNTY ADMINISTRATOR Tom Anderson, Deschutes County Administrator Page 1 of 20 -Personal Services Contract No. 2014-513 Page 2 of 20 - Personal Services Contract No. 2014-513 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and manner set forth in Exhibit 1. a. Payments shall be made to Contractor following County’s review and approval of billings and deliverables submitted by Contractor. b. All Contractor billings are subject to the maximum compensation amount of this contract. c. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses , (See Exhibit 5). 1) If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be signed by both parties and fully executed before Contractor performs work subject to the amendment. 2) No payment shall be made for any services performed before the beginning date or after the expiration date of this contract. d. This Contract shall not be amended after the expiration date. e. Unless otherwise specifically provided in Exhibit 5, Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. g. Prior to approval or payment of any billing, County may require and Contractor shall provide any information which County deems necessary to verify work has been properly performed in accordance with the Contract. 3. Delegation, Subcontracts and Assignment. Contractor may as deemed appropriate by Contractor and consistent with accepted medical practices delegate or subcontract portions of the work required by this Contract. County is not a party to any such delegation or subcontract. Contractor shall not assign or transfer any of its interest in this Contract, without the prior written consent of County. a. Any assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the Contractor enters into shall contain all requirements of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontractor. 4. No Third Party Beneficiaries. a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any. 6. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any time. Page 3 of 20 - Personal Services Contract No. 2014-513 b. Party’s Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this Contract. 2) This Contract may be modified to accommodate the change in available funds. 3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract. 4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this Contract, and if County has no funds legally available for consideration from other sources. 5) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County specifying such failure, the Contractor fails to correct such failure within 10 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. 2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. Provided however, County shall not pay Contractor for any obligations or liabilities incurred by Contractor after Contractor receives written notice of termination. b. If this Contract is terminated under subparagraph 6 d. of this C ontract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract: 1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to this Contract and interest within the limits set forth under ORS 293.462, and 2) with respect to deliverable-based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. Page 4 of 20 - Personal Services Contract No. 2014-513 3) Subject to the limitations under paragraph 8 of this Contract. 8. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligations or liabilities of either party already reasonably incurred prior to such termination. 1) Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. 2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by t he Contractor, County may pursue any remedies available at law or in equity. 1) Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. 2) Additionally, County may complete the work either by itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall be liable to the County for the amount of the reasonable excess. c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contract. e. The passage of this Contract expiration date shall not extinguish or prejudice the County’s or Contractor’s right to enforce this Contract with respect to any default or defect in performance that has not been cured. f. County’s remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 9. Contractor’s Tender upon Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works-in-progress and other property that are or would be deliverables had this Contract been completed. b. Upon County’s request, Contractor shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. 10. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. b. For goods and services to be provided under this contract, Contractor agrees to: 1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; 2) comply with all applicable legal requirements; 3) comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; 4) take all precautions necessary to protect the safety of all persons at or near County or Contractor’s facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. Page 5 of 20 - Personal Services Contract No. 2014-513 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of controlled substances while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this contract. b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not include any mark-up unless the mark-up on expenses is specifically agreed to in this Contract. c. The cost of any subcontracted work approved in this Contract shall not be marked up. d. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this contract. e. The limitations applicable to reimbursable expenses are set forth in Exhibit “5,” attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor and Contractor’s employees and agents are subject to periodic criminal background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor, such non-disclosure shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as specified in Exhibit 7 and as follows: a. Contractor shall not use, release or disclose any information concerning any employee, clie nt, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child’s guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. e. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act (“HIPAA”). f. Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. g. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County, which, if attached hereto, shall become a part of this Contract. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be supported by documentation in Contractor’s possession from third parties. Page 6 of 20 - Personal Services Contract No. 2014-513 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. 1) All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, whichever is later. 2) If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of Contractor’s books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. 1) These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor’s cost of preparing copies. 2) At Contractor’s expense, the County, the Secretary of State’s Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor’s premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract. 3) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense, make the above records available at a location acceptable to the County. 18. Ownership of Work. All work of Contractor that results from this Contract (the “Work Product”) is the exclusive property of County. a. County and Contractor intend that such Work Product be deemed “work made for hire” of which County shall be deemed author. b. If, for any reason, the Work Product is not deemed “work made for hire,” Contractor hereby irrevocably assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other sta te or federal intellectual property law or doctrine. c. Contractor shall execute such further documents and instruments as County may reasonably request in order to fully vest such rights in County. d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. e. County shall have no rights in any pre-existing work product of Contractor provided to County by Contractor in the performance of this Contract except an irrevocable, non-exclusive, perpetual, royalty-free license to copy, use and re-use any such work product for County use only. f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed work products, reports or documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract. g. In the event that Work Product is deemed Contractor’s Intellectual Property and not “work made for hire,” Contractor hereby grants to County an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on County’s behalf. h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County’s behalf and in the name of the County, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on County’s behalf. 19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County Code, Section 2.37.150 are incorporated herein by reference. Such code section may be Page 7 of 20 - Personal Services Contract No. 2014-513 found at the following URL address: http://www.co.deschutes.or.us/dccode/Title2/html/Chapter2.37.htm. 20. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor’s debts or any other liabilities of each and every nature. 21. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph a of this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County’s legal counsel, in a for m and manner determined appropriate by the County’s legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County’s legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 22. Waiver. a. County’s delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 23. Governing Law. 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. a. Any claim, action, suit or proceeding (collectively, “Claim”) between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 24. Severability. If any term or provision of this Contract 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 obligations of the parties shall be const rued and enforced as if this Contract did not contain the particular term or provision held invalid. 25. Counterparts. This Contract 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 Page 8 of 20 - Personal Services Contract No. 2014-513 signatories to the same counterpart. Each copy of this Contract so executed shall constitute on original. 26. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to the County Administrator. c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: To County: Dr. Jana Van Amburg Tom Anderson 2275 NE Doctors Drive, Suite 7 County Administrator Bend OR 97701 1300 NW Wall Street, Suite 200 Phone No. (541) 323-2790 Bend, Oregon 97701 Fax No. (541) 323-3490 Fax No. 541-385-3202 27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. a. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 28. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 29. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 4, 5, 8, 9, 15, 17, 18, 20-27, 28 and 30. 30. Representations and Warranties. a. Contractor’s Representations and Warranties. Contractor represents and warrants to County that: 1) Contractor has the power and authority to enter into and perform this Contract; 2) this Contract, when executed and delivered, shall be a valid and binding obligation of 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 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; 5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and 6) Contractor’s making and performance of this Contract do not and will not violate any provision of any applicable law, rule or regulation or order of any court, regulatory commission, board or other administrative agency. b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any other warranties provided Page 9 of 20 - Personal Services Contract No. 2014-513 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: Contractor agrees to provide services of County Medical Examiner, the duties are described in ORS 146.095 and all applicable Oregon Administrative Rules pertaining thereto, specifically, the Contractor shall be responsible for the investigation of all human deaths requiring investigation; shall certify the manner and the cause of all deaths investigated and file a certificate of death as required by ORS 432.307; shall make a report of death investigation to the State Medical Examiner as soon as possible, after being notified of a death requiring investigation; within five days after notification of a death requiring investigation; shall make a written report of the investigation and file it in the district medical examiner’s and deputy m edical examiner’s office; shall supervise the assistant district medical examiners, deputy medical examiners, and law enforcement agencies. Contractor is required to an annual meeting in June of each year to review pricing for services provided by the funeral homes, be available to review invoices from Funeral Homes, and oversee the rotation schedule for fairness and equity. Contractor is further directed in the performance of their duties as prescribed in ORS 146.075 through 146.125, which are hereby incorporated by reference. 2. Consideration. County shall pay Contractor on a fee-for-service basis at the rate of $150.00 per medical investigation and a fee of $500.00 per month, said rate to be compensation to Contractor for administrative and other services performed in connection with this Contract. County shall provide office space appropriate for the needs and functions of the County Medical Examiner. 3. The maximum compensation. a. The maximum compensation under this contract, including allowable expenses, is $25,000. b. Contractor shall not submit invoices for, and County shall not pay for any amount in excess of the maximum compensation amount set forth above. If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. Contractor shall notify County in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date. c. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5. XYES NO [Check one] Page 10 of 20 - Personal Services Contract No. 2014-513 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor’s expense, each insur ance noted below. Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a “claims made” basis must be approved and authorized by Deschutes County. Contractor Name: Dr. Jana Van Amburg Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers’ compensation coverage for all subject workers, or provide certification of exempt status. Employer’s Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit  $500,000  $500,000  $1,000,000  $1,000,000  $2,000,000  $2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as “tail coverage” for claims made within two years after this contract is completed.  Required by County XX Not required by County (one box must be checked) Commercial General Liability insurance with a combined single limit of not less than: Per Single Claimant and Incident All Claimants Arising from Single Incident  Oregon Tort Claims Act limits  Oregon Tort Claims Act limits  $1,000,000  $2,000,000  $2,000,000  $3,000,000 Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. The Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies, including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every year. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a “per location” or “per project” basis.  Required by County XX Not required by County (One box must be checked) Page 11 of 20 - Personal Services Contract No. 2014-513 Automobile Liability insurance with a combined single limit of not less than: Per Occurrence  $500,000  $1,000,000  $2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business.  Required by County XX Not required by County (one box must be checked) Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross-liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor’s coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. The Certificate shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor’s insurer to the County. The Certificate shall also state the deductible or, if applicable, the self-insured retention level. For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor’s services provided under this Contract. The endorsement must be in a format acceptable to Deschutes County. If requested, complete copies of insurance policies shall be provided to the County. NOTE: Insurance not required pursuant to ORS 146.088. Medical Examiner deemed employee of public body with regard to Oregon Tort Claims. Risk Management review Date ____________________________________ ___________________ Page 12 of 20 - Personal Services Contract No. 2014-513 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]:  Corporation  Limited Liability Company  Partnership authorized to do business in the State of Oregon. _______________________________________ ____________________ ____________ Signature Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and 2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent Contractor. ____ A. The labor or services I perform are primarily carried out at a location that is separate from my residence or primarily carried out in a specific portion of my residenc e that is set aside as the location of the business. ____ B. I bear the risk of loss related to the business or provision of services as shown by factors such as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the servic es or (d) indemnification agreements, liability insurance, performance bonds or professional liability insurance. ____ C. I have made significant investment in the business through means such as: (a) purchasing necessary tools or equipment; (b) paying for the premises or facilities where services are provided; or (c) paying for licenses, certificates or specialized training. ____ D. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons. ____ E. Each year I perform labor or services for at least two different persons or entities or I routinely engage in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. ____________________________________ _____________________________ Contractor Signature Date Page 13 of 20 - Personal Services Contract No. 2014-513 C. Representation and Warranties. Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor’s knowledge: 1. Contractor has the power and authority to enter into and perform this contract; 2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS 305.380(4), 6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any consideration and payments paid to Contractor under this contract; and 7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any required subcontracts. _______________________________________ _____________________ Contractor Signature Date Page 14 of 20 - Personal Services Contract No. 2014-513 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Workers’ Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers’ Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter 656 for the following r eason (check the appropriate box):  SOLE PROPRIETOR Contractor is a sole proprietor, and Contractor has no employees, and Contractor shall not hire employees to perform this contract.  CORPORATION - FOR PROFIT Contractor’s business is incorporated, and All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and The officers and directors shall perform all work. Contractor shall not hire other employees to perform this contract.  CORPORATION - NONPROFIT Contractor’s business is incorporated as a nonprofit corporation, and Contractor has no employees; all work is performed by volunteers, and Contractor shall not hire employees to perform this contract.  PARTNERSHIP Contractor is a partnership, and Contractor has no employees, and All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.  LIMITED LIABILITY COMPANY Contractor is a limited liability company, and Contractor has no employees, and All work shall be performed by the members; Contractor shall not hire employees to perform this contract, and If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to rea l property or appurtenances thereto. *NOTE: Under OAR 436-050-050 a shareholder has a “substantial ownership” interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption request is accepted from a contractor who shall perform construction work. Dr. Jana Van Amburg____ ______ ________ ______________________________________________ Contractor Printed Name Contractor Signature County Medical Examiner __________________________________________ Contractor Title Date Page 15 of 20 - Personal Services Contract No. 2014-513 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Expense Reimbursement 1. Travel and Other Expenses. (When travel and other expenses are reimbursed.) a. It is the policy of the County that all travel shall be allowed only when the travel is essential to the normal discharge of the County responsibilities. 1) All travel shall be conducted in the most efficient and cost effective manner resulting in the best value to the County. 2) Travel expenses shall be reimbursed for official County business only. 3) County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County per Deschutes County Finance Policy F-1, “REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHILE TRAVELING ON COUNTY BUSINESS," dated 11/8/06. 4) County may approve a form other than the County Employee Reimbursement Form for Contractor to submit an itemized description of travel expenses for payment. 5) Personal expenses shall not be authorized at any time. 6) All expenses are included in the total maximum contract amount. b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and only when the reimbursement of expenses is specifically provided for in Exhibit 1, paragraph 3 of this contract. c. The current approved rates for reimbursement of travel expenses are set forth in the above described policy. d. County shall not reimburse for any expenses related to alcohol consumption or entertainment. e. Except where noted, detailed receipts for all expenses shall be provided. f. Charge slips for gross amounts are not acceptable. g. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County. 2. Approved reimbursements: a. Mileage. Contractor shall be entitled to mileage for travel in a private automobile while Contractor is acting within the course and scope of Contractor’s duties under this Contract and driving over the most direct and usually traveled route to and from Bend, Oregon. 1) Reimbursement for mileage shall be equal to but not exceed those set by the United States General Services Administration (“GSA”) and are subject to change accordingly. 2) To qualify for mileage reimbursement, Contractor shall hold a valid, current driver’s license for the class of vehicle to be driven and carry personal automobile liability insurance in amounts not less than those required by this contract. 3) No mileage reimbursement shall be paid for the use of motorcycles or mopeds. b. Meals. 1) Any reimbursement for meals shall be for actual cost of meals incurred by Contractor while acting within the course and scope of Contractor’s duties under this contract. 2) For purposes of calculating individual meals where the Contractor is entitled only to a partial day reimbursement, the following maximum allocation of the meal expenses applies: a) Breakfast, $10; b) Lunch, $12; c) Dinner, $22. 3) Except in the event of necessary overnight travel as provided below, partial day meal expenses shall be reimbursed as follows and only while Contractor is acting within the course and scope of Contractor’s duties under this contract: a) Breakfast expenses are reimbursable if Contractor is required to travel more than two (2) hours: before the start Contractor’s regular workday (i.e. 8:00 a.m.). b) Lunch expenses are reimbursable only if Contractor is required to travel overnight and begins the journey before 11:00 am or ends the journey after 11:00 a.m. c) Dinner expenses are reimbursable only if Contractor is required to travel more than two (2) hours after Contractor’s regular workday (i.e. 5:00 p.m.). Page 16 of 20 - Personal Services Contract No. 2014-513 4) Breakfast and dinner expenses are reimbursable during Contractor’s necessary overnight travel while acting within the course and scope of Contractor’s duties under this contract and shall not exceed those set by the GSA. and are subject to change accordingly. c. Lodging. 1) County shall reimburse Contractor for Contractor’s actual cost of lodging necessary to provide service to the County and shall not exceed the maximum lodge set by the GSA for Bend, Oregon. 2) Reimbursement rates for lodging are not considered “per diem” and receipts are required for reimbursement. d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle rental charges. 3. Exceptions. Contractor shall obtain separate written approval of the County Administrator for any exceptions to the expense items listed above prior to incurring any expense for which reimbursement shall be sought. Page 17 of 20 - Personal Services Contract No. 2014-513 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor’s knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor, by signature to this Contract, declares and certifies that Contractor’s Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor’s employee agency (County State or Federal) would prohibit Contractor’s Work under this Contract. Contractor is not an “officer,” “employee,” or “agent” of the County, as those terms are us ed in ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, 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 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. a. If any funds other than federally appropriated funds have been paid or shall 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, Contractor agrees to complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. 1) Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B. 2) If instructions require filing the form with the applicable federal entity, Contractor sh all then as a material condition of this Contract also file a copy of the Standard Form-LLL with the Department. 3) This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. c. 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. d. Contractor shall include the language of this certification in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. 3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that 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 failure. _______________________________________ _____________________ Contractor Signature Date Page 18 of 20 - Personal Services Contract No. 2014-513 Exhibit 7 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2014-513 CONFIDENTIALITY AGREEMENT 1. INTRODUCTION This Confidentiality Agreement (the “Agreement”) is entered into as of September 30, 2014 by and between Dr. Jana Van Amburg (“Contractor”) and Deschutes County (“County”). WHEREAS, in connection with the performance of the Services, Contractor may receive from the County or otherwise have access to certain information that is required to be kept confidential in accordance with the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder, as may be amended from time to time (collectively, “HIPAA”); and WHEREAS, as a part of the American Recovery and Reinvestment Act, the federal Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) was signed into law, imposing certain privacy and security obligations on Covered Entities in addition to the obligations created by the Privacy Standards and Security Standards; and WHEREAS, the HITECH Act revises many of the requirements of the Privacy Standards and Security Standards concerning the confidentiality of Protected Health Inform ation (PHI) and Electronic Protected Health Information (EPHI), including extending certain HIPAA and HITECH Act requirements directly to business associates; and WHEREAS, the HITECH Act requires that certain of its provisions be included in Contractor Agreements, and that certain requirements of the Privacy Standards be imposed contractually upon Covered Entities as well as Contractors; Therefore, in consideration of the foregoing premises and the mutual covenants and conditions set forth below and in the agreement between Contractor and County for Contractor’s provision of services, intending to be legally bound, agree as follows. 2. DEFINITIONS 2.1 “Disclosure” means the release, transfer, provision of access to, or divulging in any other manner, of PHI, outside Contractor’s organization, i.e., to anyone other than its employees who have a need to know or have access to the PHI. 2.2 “Electronic Protected Health Information” or “EPHI” means protected health information (as defined below) that is transmitted, stored, or maintained by use of any electronic media. For purposes of this definition, “electronic media” includes, but is not limited to, memory devices in computers (hard drives); removable/transportable digital memory media (such as magnetic tape or disk, removable drive, optical disk, or digital memory card); the internet; the extranet; leased lines; dial-up lines; private networks; or e- mail. 2.3 “Protected Health Information” or “PHI” means information transmitted by or maintained in any form or medium, including demographic information collected from an individual, that (a) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual; (b) individually identifies the individual or, with respect to which, there is a reasonable basis for believing that the information can be used to identify the individual; and (c) is received by Contractor from or on behalf of County, or is created by Contractor, or is made accessible to Contractor by County. 2.4 “Secretary” means the Secretary of the United States Department of Health and Human Services or any other officer or employee of the Department of Health and Human Services to whom the authority involved has been delegated. 2.5 “Services” means the substance abuse treatment services provided by Contractor and identified in the Deschutes County Services Contract to which this Exhibit 7 is attached. 2.6 “Use” (whether capitalized or not and including the other forms of the word) means, with respect to PHI, the sharing, employment, application, utilization, transmission, examination, or analysis of such information to, from or within Contractor’s organization. Page 19 of 20 - Personal Services Contract No. 2014-513 3. AGREEMENT Contractor shall: 3.1 not use PHI except as necessary to provide the Services. 3.2 not disclose PHI to any third party without County’s prior written consent. 3.3 not use or disclose PHI except as required by law. 3.4 implement appropriate safeguards to prevent unauthorized use or disclosure of PHI. 3.5 comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of EPHI other than as provided for by this Agreement. 3.6 mitigate, as much as possible, any harmful effect of which it is aware of any use or disclosure of PHI in violation of this Agreement. 3.7 promptly report to County any use or disclosure of PHI not permitted by this Agreement of which Contractor becomes aware. 3.8 make its internal practices, books, and records (including the pertinent provisions of this Agreement) relating to the use and disclosure of PHI, available to the Secretary for the purposes of determining County’s compliance with HIPAA. 3.9 return to County, or destroy, any PHI of County still in Contractor’s possession upon conclusion or termination of the Services. 3.10 ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Contractor agree to the same restrictions, conditions, and requirements that apply to the Contractor with respect to security and privacy of such information. 3.11 make PHI available to County as necessary to satisfy County’s obligation with respect to individuals' requests for copies of their PHI, as well as make available PHI for amendments (and incorporate any amendments, if required) and accountings. 3.12 make any amendment(s) to PHI in a designated record set as directed or agreed to by the County pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy County’s obligations under 45 CFR 164.526. 3.13 to the extent the Contractor is to carry out one or more of County's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the County in the performance of such obligation(s). 3.14 If Contractor (a) becomes legally compelled by law, process, or order of any court or governmental agency to disclose PHI, or (b) receives a request from the Secretary to inspect Contractor’s books and records relating to the use and disclosure of PHI, Contractor, to the extent it is not legally prohibited from so doing, shall promptly notify County and cooperate with County in connection with any reasonable and appropriate action County deems necessary with respect to such PHI. 3.15 If any part of Contractor’s performance of business functions involves creating, receiving, storing, maintaining, or transmitting EPHI: A. implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of EPHI that it creates, receives, stores, maintains, or transmits on behalf of County, in accordance with the requirements of 45 CFR Part 160 and Part 164, Subparts A and C; and B. report to County any security incident relating to the EPHI that Contractor maintains for County. 4. HIPAA DATA BREACH NOTIFICATION AND MITIGATION 4.1 Contractor agrees to implement reasonable systems for the discovery and prompt repor ting of any “breach” of “unsecured PHI” as those terms are defined by 45 C.F.R. §164.402 (hereinafter a “HIPAA Breach”). The parties acknowledge and agree that 45 C.F.R. §164.404, as described below in this Section, governs the determination of the date of a HIPAA Breach. Contractor will, following the discovery of a HIPAA Breach, notify County immediately and in no event later than seven business days after Contractor discovers such HIPAA Breach, unless Contractor is prevented from doing so by 45 C.F.R. §164.412 concerning law enforcement investigations. 4.2 For purposes of reporting a HIPAA Breach to County, the discovery of a HIPAA Breach shall occur as of the first day on which such HIPAA Breach is known to the Contractor or, by exercising reasonable diligence, would have been known to the Contractor. Contractor will be considered to have had knowledge of a HIPAA Breach if the HIPAA Breach is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the HIPAA Breach) who is an employee, officer or other agent of the Contractor. No later than seven business days following a HIPAA Page 20 of 20 - Personal Services Contract No. 2014-513 Breach, Contractor shall provide County with sufficient information to permit County to comply with the HIPAA Breach notification requirements set forth at 45 C.F.R. §164.400, et seq. 4.3 Specifically, if the following information is known to (or can be reasonably obtained by) Contractor, Contractor will provide County with: (i) contact information for individuals who were or who may have been impacted by the HIPAA Breach; (ii) a brief description of the circumstances of the HIPAA Breach, including its date and the date of discovery; (iii) a description of the types of unsecured PHI involved in the HIPAA Breach; (iv) a brief description of what the Contractor has done or is doing to investigate the HIPAA Breach, mitigate harm to the individual impacted by the HIPAA Breach, and protect against future HIPAA Breaches; and (v) a liaison (with contact information) so that Contractor may conduct further investigation concerning the HIPAA Breach. Following a HIPAA Breach, Contractor will have a continuing duty to inform County of new information learned by Contractor regarding the HIPAA Breach, including but not limited to the information described herein. 4.4 Data Breach Notification and Mitigation Under Other Laws. In addition to the requirements above, Contractor agrees to implement reasonable systems for the discovery and prompt reporting of any breach of individually identifiable information (including but not limited to PHI, and referred to hereinafter as “Individually Identifiable Information”) that, if misused, disclosed, lost or stolen, Contractor believes would trigger an obligation under one or more State data breach notification laws (each a “State Breach”) to notify the individuals who are the subject of the information. 4.5 Breach Indemnification. Contractor shall indemnify, defend and hold County harmless from and against any and all actual losses, liabilities, damages, costs and expenses (collectively, “Information Disclosure Claims”) arising directly from (i) the use or disclosure of Individually Identifiable Information (including PHI) in violation of the terms of this Agreement or applicable law, and (ii) any HIPA A Breach of unsecured PHI and/or any State Breach of Individually Identifiable Information. Contractor will assume the defense of any Information Disclosure Claim; County may participate, at its expense, in the defense of such Information Disclosure Claim . Contractor shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of County. 5. OTHER PROVISIONS 5.1 A breach under this Agreement shall be deemed to be a material default in Contractor’s agreement with Deschutes County to provide Services. 5.2 Contractor authorizes termination of this Agreement by County if County determines Contractor has violated a material term of this Agreement. 5.3 Upon conclusion or termination of the Services, Contractor shall promptly return or destroy all PHI that Contractor maintains in any form and retain no copies of such information. If the return or destruction of such PHI is not feasible, the obligations under this Agreement shall continue in effect for so long as Contractor retains such information, and any further use or disclosure of such PHI shall be limited to those purposes that make the return or destruction of the PHI infeasible. 5.4 To the extent there are any inconsistencies between this Agreement and the terms of any other agreement, either written or oral, between County and Contractor, the terms of this Agreement shall prevail.