HomeMy WebLinkAboutDoc 622 - Medcor Agrmt - Onsite ClinicDeschutes 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 December 17,2012
DATE: December 13" 2012
FROM: Dave Inbody Administrative Services 322-7697
TITLE OF AGENDA ITEM:
Consideration of Signature of Document No. 2012-622, a contract for administering the Deschutes
Onsite Clinic (DOC)
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
With the current contract with Healthstat expiring on December 31, 2012, an RFP process was initiated
in June 2012 for operation of the DOC. Although the County had the option to extend the existing
contract with Healthstat, it was believed to be in the best interest of the County to compare the current
fees and service delivery to other vendors in the field. Eight proposals were received in response to the
RFP.
A committee was formed to review the proposals and provide a recommendation to the Board of
Commissioners for approvaL After reviewing the proposals, the committee selected five vendors to
make presentations. Through this process, two additional vendors were eliminated. The remaining
vendors were Medcor of Chicago, CareHere of Nashville and Healthstat. Medcor and CareHere were
provided follow-up questions, current and former clients were contacted, conference calls were
scheduled and site visits were made to examine each vendor in greater detail.
This resulted in Medcor being selected unanimously to operate the DOC. Some of the reasons identified
by the committee for selecting Medcor were the commitment they placed on building a strong
relationship with the County, a clear explanation of the services they can and cannot provide, an
understanding of the County's vision for the DOC, and the consistent and attentive service provided to
their current clients.
FISCAL IMPLICATIONS:
Funds for the operation of the DOC are in the FY 2013 budget through the Health Benefits Trust Fund.
This contract will be for two years with the option of extending it up to three additional years.
I
J
RECOMMENDATION & ACTION REQUESTED:
Approval and signature of document #2012-622 a contract with Medcor by the Board of County
Commissioners
t ATTENDANCE: Dave Inbody, Administrative Services
DISTRIBUTION OF DOCUMENTS:
Copy of signed Intent to Award to Dave Inbody, Administrative Services.
I
REVIEWED
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2012..022
This Contract is between DESCHUTES COUNTY acting on behalf of the Deschutes County Health Plan (County) and Medcor, Inc.
(Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be November 1,2012 or the date on which each party
has signed this Contract, whichever is later. Services under this Contract shall begin on January 7, 2013. Unless extended or
tenninated earlier in accordance with its tenns, this Contract shall expire when County accepts Contractor's completed perfonnance or on
December 31, 2014, whichever date occurs last. This Contract may be subsequently renewed for additional one year tenns. Contract
expiration 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 l.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit I.
Contract Documents. This Contract includes Pages 1-8 and Exhibits I, 2, 3,4, 5 and 6.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 4805 West Prime Parkway, PO Box 550, McHenry, Illinois 60051
Federal Tax 10# or Social Security #: _..:::;3..:::;6-::=-3:..;:3=-=2::;..-.::;..9=82=3"--________
Is Contractor a nonresident alien? DYes [&] No
Business Designation (check one): D Sole Proprietorship D Partnership
[&] Corporation-for profit D 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 infonnation shall be reported to the Internal Revenue Service under the
name and Federal tax ID number or, ifnone, 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. #\
~cg~c:;77~
Title /d ~ .:;-. />.-
tor s sign Exhibits 3, 4 and 5.
Date
DESCHUTES COUNTY SIGNA TORE
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 Board of County Commissioners.
Dated this _______,20
ANTHONY DEBONE, County Commissioner
ALAN UNGER, County Commissioner
TAMMY BANEY, County Commissioner
Page 1 of 38 -Deschutes Onsite Clinic -Medcor DC 2012-6??
STANDARD TERMS AND CONDITIONS
1. Time is of tbe Essence. Contractor agrees that time is of the essence in the performance ofthis 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 using Automatic Clearing House (ACH) transfer or check.
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.
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 effective 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 1, Contractor shall submit monthly invoices by the 15 th
day of the following each month. Each invoice will include the following month's administrative fee, and
the previous month's labor fee as outlined in Exhibit 1, Section I-c and any other charges from the previous
month. 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 shaH 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 shall not delegate or subcontract any of the work
required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent
of County, except that Contractor may engage licensed physicians, nurse practitioners and/or physician assistants
under a contracted Professional Corporation or as independent contractors for the services under this Contract
that constitute the practice of medicine.
a. Any delegation, subcontract, 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 County may authorize shall contain all requirements, including professional
liability insurance, of this contract, and unless otherwise specified by the County the Contractor shall be
responsible for the performance of the subcontractor.
4. No Tbird 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 2 of 38 -Deschutes Onsite Clinic -Medcor
b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 120 calendar
days written notice to the other party.
c. Funding and Governing Laws. 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:
I) 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.
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:
I) If the Contractor fails to provide services called for by this Contract within the time specified or any
extension thereof.
2) Ifthe 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.
4) In the event Clinic staff resigns, quits, is terminated or otherwise unable or unwilling to continue at the
Clinic and Contractor is unable to find a suitable replacement after employing reasonable commercial
efforts.
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.
e. County Default or Breach.
I) 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 oftermination.
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 oftermination.
b. If this Contract is terminated under subparagraph 6 d. of this Contract, 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:
I) 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
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.
3) Subject to the limitations under paragraph 8 ofthis Contract.
8. Remedies. In the event of breach of this Contract the parties shall have the following remedies:
Page 3 of 38 -Deschutes Onsite Clinic -Medcor
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.
I) 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 the Contractor,
County may pursue any remedies available at law or in equity.
l) 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 tmder this Contract, then the Contractor shall be liable to the COtmty
for the amount of the reasonable excess.
c. If amotmts 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 COtmty 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 tmder 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 ofthis Contract expiration date shall not extinguish or prejudice the COtmty'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 COtmty 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 tmder 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, software licenses associated with Contractor's performance of services on COtmty's behalf 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 items needed to complete the work except those items which are proprietary to
Contractor, which include, but are not limited to:
I. Medcor's software (including Medfiles.OHSTM, and Afkam™) and their related database
structures, reporting processes, user interface, and embedded algorithms;
ii. Medcor's clinical guidelines, protocols, standards, patient care instructions, templates and order
sets, in print and electronic form (including those embedded in software such as commercial
electronic medical records);
iii. Medcor's clinic operating policies, procedures, and methods; Medcor's recruiting, implementation
and quality assurance methods;
IV. Medcor's prices and pricing methodologies; sales and marketing material and strategies;
v. lists of Medcor's clients and prospective clients; lists of vendors, partners and suppliers and terms
of their contracts; proposal and presentation templates;
vi. financial statements; projections, analyses, compilations, and studies; lists of assets and resources;
VII. identities and capabilities of employees (except those working directly for COtmty in County
clinic);
viii. Medcor's telephone injury triage system ("Medcor On-Line") including its software, clinical
algorithms, and triage methods (Medcor's triage methods are covered by U.S. & foreign patents,
including U.S. No. 7,668,733; 7,716,070; & 7,720,692; other patents pending.
Medcor will not in any way hinder the County's future use of the electronic interface to be developed at the
County's request between the St. Charles Laboratory and Medcor's electronic Medical Record software,
NextGen.
Page 4 of 38 -Deschutes Onsite Clinic -Medcor
c. Contractor will be permitted to offer continuity of care ifrequired by federal or state law.
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:
I) 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.
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, and verifY professional liability coverage for all contracted staff
working in the clinic, 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,
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.
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 and County shall maintain confidentiality of information obtained pursuant to this
Contract as follows:
a. Contractor and County shall not use, release or disclose any information concerning any employee, client,
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 ofthe other party, and if applicable, the employee, client, applicant or person.
b. The Contractor and County 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 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
Page 5 of 38 -Deschutes Onsite Clinic -Medcor
compliance with HIPAA.
h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business
Associate Agreement with County (Exhibit 5) 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 as described in Exhibit I. 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.
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.
I} 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 ofthe 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.
I) 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. Reserved
19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County
Code, Section 2.3 7 .150 are incorporated herein by reference. Such code section may be found at the following
URL address: http://www.co.deschutes.or.usldccodeffitle2Ihtml/Chapter2.37.htm. The provisions of Deschutes
County Code, Section 2.37.150, subparagraph 20 and 31 shall not apply.
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. Contractor shall be deemed an independent contractor, as that
term is defined in ORS 670.600.
21. Indemnity and Hold Harmless.
a. To the fullest extent allowed by law, Contractor agrees to indemnifY, defend, reimburse and hold harmless
County and its officers, employees and agents (the "Indemnified Parties") from and against any and all
threatened, al1eged or actual claims, suits, allegations, damages, liabilities, costs, expenses, losses and
judgments, of any nature and by whomever brought (including, without limitation those relating to
personal or real property damage, personal injury or death, attorney and expert/consultant fees and costs,
court fees and litigation expenses, and both economic and non-economic losses) resulting from or relating
to any act or omission of Contractor, its officers, employees, contractors, agents, or anyone for whose acts
Contractor is responsible, EXCEPT to the extent caused or contributed to by the negligent or wrongful
acts of County.
b. Contractor shall have control ofthe 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 ofthe County or any of its departments or agencies without first receiving from the County's
legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act
Page 6 of 38 -Deschutes Onsite Clinic -Medcor
as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the
approval ofthe 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 indemnity 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 ofOregon.
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 construed 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 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:
Robert Dooley, General Counsel & VP Administration Tom Anderson, County Administrator
4805 West Prime Parkway I PO Box 550 1300 NW Wall Street, Suite 200
McHenry,IL 60050 Bend., Oregon 97701
Fax No. (815)759-5489 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.
Page 7 of 38 -Deschutes Onsite Clinic -Medcor
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, 18-27,28 and 30.
30. Representations and Warranties.
a. Contractor's Representations and Warranties. Contractor represents and warrants to County that:
I ) 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 8 of 38 -Deschutes Onsite Clinic -Medcor
EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-622
PAYMENT TERMS and SCHEDULE
1. Contractor sball perform tbe following work:
a. Clinical Operations -The clinic shall provide services that best meet the needs of County health plan
participants, including employees, retirees, and the spouses and dependents of employees and retirees, as
more fully described in the County's Health Benefits Plan (Patient(s», which County in its sole discretion
may amend from time to time.
t. Hours of Operations: The clinic shall be open for Patients a minimum of 52 hours per week,
including at least two days before 8:00am, 2 days after 5:00pm and at least four hours on
Saturday. The weekly schedule for the hours of operation of the Clinic will be mutually agreed
upon by County and Contractor. Changes to the schedule may be made only with the mutual
written or email consent ofthe County and the Contractor.
ii. Appointments: Appointment scheduling will be available by phone or online. Same day
appointments will also be accepted for a minimum of 10 hours per week. Each appointment will
be scheduled for at least 20 minutes with not more than one appointment scheduled per provider at
any given time. All methods of scheduling appointments shall comply with HIP AA.
iii. Electronic Medical Records (EMR): EMRs, digital records and other electronic records from
external providers will be accepted, as well as providing the same documentation to outside
providers, third party administrators, and other outside organizations as requested by County.
Access to individual electronic medical records will be available for Patients through a patient
portal available online.
b. Clinical Services The clinic will provide, at a minimum, the following services to Patients age two years
and older:
i. Routine medical care consistent with services provided at a typical primary care office
ii. Physical examinations and annual checkups
111. Preventive health care and screenings
iv. Acute illness treatment and other services provided at a typical urgent care facility
v. Immunizations and allergy treatments
vi. Point of care and sample collection, including blood tests and urinalysis, for comprehensive
laboratory testing by an outside provider
vii. Accident and injury care
viii. Workers compensation and occupational injury treatment consistent with Oregon Administrative
Rules 436.009 Oregon Medical Fee and Payment Rules.
ix. Prescribe medications including narcotics
x. Chronic disease management
xi. Health education and consultation
xii. Health risk assessments, including testing, analysis and follow-up
xiii. Worksite education and evaluation
Xtv. Pre-employment, random and post-accident drug and alcohol screenings
xv. Nutrition and weight management education and treatment
xvi. Women's health and gynecological services, including prescribing various methods of birth
control
xvii. Minor surgeries such as skin biopsies and sutures
xviii. If Patient requires service or treatment not available through the Clinic, or otherwise requires a
medical specialist, the Patient will be so referred.
c. Clinic Staff and Contractor Support StaiT
i. The Contractor will provide licensed and certified staff qualified to provide the specific clinic
services provided in Section lb of this Exhibit 1. The staff shall consist ofthe following positions:
1. One licensed primary care practitioner board-certified in an appropriate specialty. This
will be either an allopathic physician (Medical Doctor) or an osteopathic physician
(Doctor of Osteopathy). This position will work at the clinic a minimum of 20 hours per
week.
2. Two mid-level licensed practitioners. These may be Nurse Practitioners and/or IPhysician's Assistants. These positions will work at the clinic a combined minimum of
50 hours per week. I
Page 9 of 38 -Deschutes Onsite Clinic -Medcor
t
i
3. One Registered Nurse. This position will work at the clinic up to 40 hours per week.
4. One or more medical assistants. These positions will each work at the clinic up to 40
hours per week.
II. Contractor shall be responsible for recruitment and selection of Clinic staff trained and qualified to
perform clinical services required in the Clinic. All proposed Clinic staff shall be offered to
County for evaluation. County shall have the option to reject proposed candidates. County
understands that due to the limited availability of potential Clinic staff in some geographic
locations, the opening of the Clinic may be delayed if a candidate is rejected by the County.
iii. Staff shaH meet all requirements for continuing education and peer review.
iv. Staff shall remain in good standing with the state licensing authority governing the practice of
medicine in Oregon.
v. Staff shall be required to comply with all applicable state laws in provision of professional
medical services at the Clinic and shall include agreement with Contractor to indemnifY County
against all claims, losses, and liability sought or determined in connection with the provision of
medical services at the Clinic unless such indemnity is prohibited by law.
VI. Each physician and nurse practitioner shaH obtain and keep in force a policy of professional
liability (malpractice) insurance with a minimum cover of $2,000,000 for each incident and
$4,000,000 annually for the aggregate of all claims and workers' compensation insurance in such
amounts as required under applicable state laws covering staff providing service at Clinic. Clinic
staff shaH provide certificates evidencing any insurance coverage required. In the event of failure
to obtain new or substitute insurance consistent with the requirements, County may terminate
Contract for cause as of the cancellation date of such prior insurance.
vn. Appropriate, qualified back-up staff wiJI be provided to ensure coverage of all positions for 52
weeks a year.
viii. Each member of Clinic staff is an employee (or contracted medical practitioner) of the Contractor
and shall not be deemed as employees of County. No staff member shall be eligible for vacation
pay, health insurance, life insurance, sick leave, retirement benefits, social security, workers'
compensation, disability insurance, unemployment insurance benefits or any other employee
benefit of any kind from County.
ix. County shall have no liability for any compensation due Clinic staff. Contractor shall indemnifY
County from and against any and all claims for any such benefits.
x. The professional conduct ofthe Clinic staff is governed by applicable state laws.
xi. It is expressly understood that Contractor through its Clinic staff renders services to County health
plan participants as an independent medical service. Neither party acts as the agent, principal,joint
venturer or partner ofthe other. It is the sole responsibility of Contractor to care for county health
plan participants and to determine with them, what services are medically appropriate. .It is
understood by Contractor and County that the traditional, customary, usual and confidential
relationship between health care provider and patient exist between Clinic staff and Patients.
xii. In the event County determines in its sole discretion that Clinic staff disrupts County business,
fails without sufficient reason to perform their duties in a timely and professional manner, engage
in conduct which is detrimental to the health or safety of Patients, is in violation of the regulations
and rules of conduct governing County employees, or is in violation of rules of professional
conduct, County may request that staff member be removed from the Clinic. When Contractor is
notified of such a request by County, Contractor shall notifY staff member and place them on
administrative leave with pay until a review of the matter is completed within 10 days. If after a
review of the matter, County or Contractor desire that the staff member not return to the Clinic,
Contractor shall immediately commence actions to recruit a replacement and advise County when
a substitute staff member may be placed at the Clinic.
xiii. Contractor shall appoint an account manager and provide notice to County of appointment within
10 days of date this Contract is executed. The account manager will oversee the start-up and
operation of the Clinic and be available to review and discuss the activities of and reports
generated from the Clinic.
xiv. Contractor covenants that it, its employees, agents, or representatives including Clinic staff shall
not during the term of this Contract, and any renewals thereof and for a period of 24 months after
the effective date of termination of this Contract, pursuant to Section 6a or 6b, make offers or
contract of employment or offer or contract services with County employees. This provision shall
not apply after the Contract has expired.
d. Reporting
Page 10 of 38 -Deschutes Onsite Clinic -Medcor
i. Contractor shall provide County and/or Patients the following reports as County may request and
Contractor has the programming capability to comply.
11. Freguency -Contractor shall provide the following reports on a monthly. Quarterly and annual
basis.
I. Clinic Utilization
a. Total patient visits
b. Visits by event type
c. Percent of eligible covered lives accessing the clinic
d. Visits by demographics
1. Employee vs. dependent
11. By gender
iii. By age range
iv. Time of day and day of week
2. Provider Productivity
a. Volume and Type ofpatients seen by each provider
b. Volume and type ofpatients seen by non-provider clinic staff
3. Clinical Statistics
a. Labs Ordered
i. By provider (off-site and on-site)
ii. By lab recipient
iii. Top IO
iv. Itemized list of all labs ordered, including volume, unit cost and CPT code
b. Referrals Made
i. By provider
ii. By referral recipient
iii. Top 10 referral reasons
iv. Itemized list of all referrals ordered
c. Diagnosis Report
L Type and number
d. Prescriptions Written
i. By provider
ii. Top 10
Ilt. Itemized list of all prescriptions written
4. Occupational Health & Workers Compensation
a. By activity type (e.g. injuries, regulated exam, return-to-work)
b. By department
c. OSHA recordables
5. Disease Management
a. Number of people in identified Risk I Chronic disease Strata
b. Number of people contacted within each strata
c. Number of people in each strata visiting the clinic
d. Change in Risk strata members over time
6. Clinic Promotions
a. Summary of number, type and format of communications sent.
iii. The form and substance of additional requested reports shall be as mutually agreed to by County
and Contractor.
iv. All reports shaH be HIPAA compliant.
v. Contractor's ability to comply with reporting requirements is subject to County timely supplying
the data elements in Exhibit 6 to this Agreement.
vi. No PHI contained in reports generated by Contractor shall be released except in a de-identified
format without the prior written consent of the Patient or in accordance with HIP AA.
e. Clinic Education and Promotion
i. At least one month before the opening of the clinic, Contractor shall provide no less than 10
educational sessions for County employees.
ii. In each educational session, Contractor shall provide education to Patients about the services
offered by Contractor, benefits which Patients may derive from using the services provided by
Contractor, provide introductions to clinic staff and explain procedures to ensure confidentiality of
Personally Identifiable Health Information (PHI).
f. Health Risk Assessment (HRA)
Page 11 of 38 -Deschutes Onsite Clinic -Medcor
1. Contractor shall offer to perfonn an HRA on each Patient which shall include the collection of
certain baseline clinical data indices including cholesterol, triglycerides, and glucose.
ii. As part of the HRA, Contractor shall collect blood pressure, body mass indexing, and provide a
health survey to be completed by Patient.
iii. Contractor will provide an online lifestyle questionnaire for each Patient to complete as part of
HRA.
iv. Subsequent health assessments shall be offered once every 12 months thereafter.
v. Contractor shall work with County to encourage employees to participate in HRAs.
VI. At County request, Contractor shall participate in an employee health fair and such other wellness
activities as may be sponsored by County, at an additional cost to County for such services as
agreed, if County participates in HRAs.
vii. At County request, Contractor will coordinate and order items for giveaways and County will be
billed for the cost ofthe giveaway items including items for raffies.
viii. PHI obtained during each assessment will be collected in accordance with Contractor business
practices designed to ensure its privacy and security in accordance with the Health Insurance
Portability and Accountability Act of 1996 (HlP AA).
ix. Clinic staff shall consult with each Patient within three months of completing an HRA.
x. Additional tests may be included in the HRA with County approval and cost for tests paid by
County.
xi. Contractor shaH offer an HRA to all new Clinic Patients upon first visit to the Clinic
Xli. Contractor shaH provide a report for each HRA participant indicating the results of their HRA,
and, beginning with the second HRA provided by Contractor, providing comparisons to previous
HRA results.
xiii. Contractor shall provide County with an aggregate report of HRA results, and, beginning with the
second HRA provided by Contractor, including comparisons to previous HRA results.
g. The Contractor shall develop a marketing strategy for the introduction and promotion of the clinic to
Patients as detennined by County and Contractor. This may include the distribution of literature and other
educational materials, hosting events and activities, offering programs related to health, wellness and
prevention, and development of clinic utilization incentives.
h. Adherence to the Triple Aim The clinic and all clinic staff will operate in promotion of objectives in
support of the Triple Aim. Which include the following:
i. Improving the overall health ofthe County and Patient
II. Improving the Patients' healthcare experience at the clinic
\II. Reducing the cost per capita of health care to the County
2. County Services. County shall provide Contractor, at county's expense, with material and services described as
follows:
a. Facility
i. County shall provide adequate space to serve as the Clinic. The facility was examined by
Contractor and detennined to provide adequate space.
II. County shall provide for the equipment, furniture, telephone and internet access necessary to
properly operate the Clinic.
\II. County shall be responsible for maintaining and securing the safety and safekeeping of the Clinic
and all equipment therein. Provided however, Contractor and clinic staff shall be responsible for
maintaining and safeguarding each of their equipment or personal property.
iv. County shall provide Contractor access to Clinic during Clinic operating hours and such additional
hours as required to properly deliver the Services.
v. County shall provide heat and air conditioning, janitorial service (including biohazard waste and
sharps removal), replace light bulbs as needed and other materials for the Clinic described in
Sections 2d and 2e.
vi. Contractor shall repair or replace any equipment damaged by misuse by the Contractor; otherwise
the County shall repair or replace equipment as may be required to provide the clinical or other
services. The Contractor shall notifY County of aH repairs or replacements required to maintain the
nonnal operation of the equipment. The County shall pay for all routine equipment maintenance
costs.
vii. County shall ensure non-employee Patient access to the Clinic from the exterior of the facility
through a public access way.
viii. County shall issue Clinic staff badges and keys to gain access to the Clinic. Within one week of
Clinic stafftennination, Contractor shall return all badges and keys to County. Failure to return all
Page 12 of 38 -Deschutes Onsite Clinic -Medcor
badges and keys within one week, or for replacement of lost key or badge will result in a $500 fee
paid by Contractor.
ix. County covenants that it, its employees, agents, or representatives shall not during the term of this
Contract, and any renewals thereof, and for the 24-month period after the termination date of this
Contract, pursuant to 6a or 6b, make offers or contracts of employment or offer or contract for
services with or encourage or assist Clinic staff in obtaining different employment. County shall
not allow any similar provider as Contractor during this period to place any clinical staff at Clinic
if staff member contracted or employed by Contractor works for said vendor. This provision shall
not apply after expiration of this Contract.
b. Electronic Data Sbaring
i. County shall supply the data listed in Electronic Data Sharing (Exhibit 6) in electronic format
compatible with Contractor software systems, for Patients, in order to populate Contractor
database.
ii. Contractor shall enter into a Business Associate Agreement, as defined in HIP AA, with County
and its health claims processing provider.
iii. County shall instruct third party administrator, or other party responsible for managing County
health plan claims system to provide Contactor all historical claims data, including but not limited
to, healthcare claims, pharmaceutical claims, and medical claims for all employees and described
in Exhibit 6.
iv. Contractor shall use County provided data to establish and track employee utilization trends and
insurance cost impact which shall be provided in the periodic reports generated and supplied to
County.
v. All costs associated with the transfer of data to or from the Contractor database, including but not
limited to implementation of software interface, shall be borne by County.
VI. All data transmitted must be in electronic non-facsimile format, i.e. CD, or direct electronic
interface.
c. Clinic Supplies -County shall supply clinic supplies as agreed upon by the County and the Contractor.
d. Advertising and Marketing -The County grants the Contractor the right to use Deschutes County and
logo on all advertising and marketing ofContractor.
3. Consideration.
a. County shall pay Contractor an implementation fee of $70,000 for implementation of services. Half of
implementation fee will be paid upon signing of this contract with the remainder paid upon implementation
of services hereunder:
i. Operations Transition team and support personnel.
ii. Recruiting Recruiters and managers
a. Provide customized job descriptions, conducting interviews, check references and
competency testing.
b. Design and post advertisements, including internal, third party web sites and
professional association sites, purchase mailing lists of licensed personnel and
conduct mailings.
c. Recruit through internal referral program and third party agencies
d. Interview applicants, including in Deschutes County, for all positions.
e. Conduct background checks, including criminal, licensure verification, clinical
malpractice, and drug testing.
iii. Training -Instructors
a. Salaries for Clinical staff during training
b. Training materials
c. Uniforms, business cards, badges, and other internal orientation kit for new hires.
IV. Information Technology
a. Two desktop computer systems with peripherals (keyboards, mouse, monitor, mic,
speakers, cabling).
b. Two laptop or tablet systems with docking stations and peripherals (keyboard,
mouse, mic, speakers).
c. Cell phone for each Clinic provider.
d. Medfiles EMR
e. NextGen EMR, including e-prescribing, patient portal and online scheduling
modules.
( Computer Operating Systems software
Page 13 of 38 -Deschutes Onsite Clinic -Medcor
g. Microsoft Office Suite (Word, Excel, PowerPoint, Picture) software
h. Adobe Acrobat software
t. Citrix software
j. Medcor's in-house chat, IP audio, and video conference service
k. Email service software
I. E-faxing software
m. Off-site secure backup software
n. Off-site data warehouse
o. All licensing, installation, configuration, testing and trouble-shooting of all hardware
and software.
p. Selecting and configuring reports for County
q. Data migration for manual entry/transfer of patient records
v. Signage
a. Exterior sign for Clinic
b. Wellness-themed signage in all exam rooms.
vi. Legal -Contractor shall at all times comply with applicable Oregon law regulating the
corporate practice of medicine, and shall structure its delivery of the services in the
Agreement accordingly.
vii. Marketing Develop a marketing plan, with County, to manage transition, including input
from key stakeholders, communication with employees and dependents, introductions and
meetings with community providers, third party administrators and County departments,
conducting open house and other events.
b. County shall pay Contractor a monthly administrative fee of $19,020 per month. This fee will be due and
payable to Contractor unless Clinic is closed for more than two consecutive months, in which case the fee
will be suspended until Clinic is reopened.
c. County shall pay Contractor a personnel fee associated with monthly salaries for all clinic staff as follows:
i. Primary care practitioner at a maximum of$137.56 per hour.
ii. Mid-level practitioner at a maximum of $78.73 per hour.
iii. Registered nurse/medical administrator at a maximum of $50.52 per hour
iv. Medical office assistants at a maximum of$22.64 per hour
d. All fees identified in (b) and (c) shall increase by 3% at the beginning of the second year of services
hereunder, and each subsequent year thereafter.
e. Contractor shall order and County shall be billed the cost of the mutually agreed upon initial supplies and
minor equipment required for the establishment of the clinic including required CLlA waivers and medical
waste disposal services. All supplies and equipment required for the ongoing operation of the clinic shall be
ordered and paid for by County. County shall have the option to utilize an applicable contract and/or
pricing from Contractor or contracts negotiated by County independently for medical and administrative
supplies purchased for the Clinic.
f. County shall pay Contractor based on a consolidated monthly invoice for the following:
i. Laboratory and pathology services furnished to Patients at the Clinic, including those paid by
Contractor to off-site laboratories for services ordered by Contractor on samples collected by
Contractor. All lab services will be itemized by CPT code and totaled each month and submitted
to County on one invoice for payment.
ii. Documentation will be required for all other charges.
g. County shall remit payment within 40 days of invoice date of each invoice issued by Contractor. In the
event that payment is not received by Contractor within 40 days ofthe date of the invoice, a late payment
penalty in the amount of one and one-half percent ( 1.5%) per month shall accrue on the unpaid balance for
each month or fraction thereof that payment is late.
h. Contractor will offer an HRA questionnaire for $8.75 per online and $1.00 per paper-based version.
Personal weUness report folders will be provided at $1.05 each, which will include both personal and
population health management reports. These costs may increase by up to 3% per year.
4. Maximum Compensation.
a. Notwithstanding the provisions of Section 3 of this Exhibit I, the maximum compensation under this
contract, including allowable expenses, is $1,000,000 per year.
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.
i. 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.
Page 14 of 38 -Deschutes Onsite Clinic -Medcor I
I
ii. Contractor shall notify County in writing of the impending expiration of this Contract thirty (30)
calendar days prior to the expiration date.
5. Schedule of Performance or Delivery.
a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with the
following schedule:
i. All clinical staff selected, credentials approved, trained and announced to County employees by
January 4, 2013.
ii. Contractor assumes clinic operation by January 7, 2013.
b. County will only pay for completed work that conforms to this schedule.
Page 15 of 38 -Deschutes Onsile Clinic -Medcor
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-622
INSURANCE REQUIREMENTS
Contractor shall at all times maintain in force at Contractor's expense, each insurance 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 tbis contract. Policies written
on a "claims made" basis must be approved and authorized by Deschutes County. Any contracted staff working
at tbe clinic must meet all professional liability coverage requirements.
Contractor Name Medcor. Inc.
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. Worker's
Compensation Insurance to cover claims made under Worker's Compensation, disability benefit or any other
employee benefit laws, including statutory limits in any state of operation with Coverage B Employer's Liability
coverage all at the statutory limits. . In the absence of statutory limits the limits of said Employers liability coverage
shall be not less than $1,000,000 each accident, disease and each employee. This insurance must be endorsed with a
waiver of subrogation endorsement, waiving the insured's right of subrogation against County.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
o $1,000,000 0 $1,000,000
• $2,000,000 0 $2,000,000 o $3,000,000 • $3,000,000
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 o 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
• $1,000,000 • $2,000,000 o $2,000,000 0 $3,000,000 o $3,000,000 0 $5,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury,
property damage, premises, operations, products, completed operations and contractual liability. The insurance
coverages provided for herein must be endorsed as primary and non-contributory to any insurance of County, its
officers, employees or agents. Each such policy obtained by Contractor shall provide that the insurer shall defend any
suit against the named insured and the additional insureds, their officers, agents, or employees, even if such suit is
frivolous or fraudulent. Such insurance shall provide County with the right, but not the obligation, to engage its own
attorney for the purpose of defending any legal action against County, its officers, agents, or employees, and that
Contractor shall indemnify County for costs and expenses, including reasonable attorneys' fees, incurred or arising
out ofthe defense of such action.
The policy shall be endorsed to 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. The
additional insurance protection shall extend equal protection to County as to Contractor or subcontractors and shall
not be limited to vicarious liability only or any similar limitation. To the extent any aspect of this Paragraph shall be
deemed unenforceable, then the additional insurance protection to County shall be narrowed to the maximum amount
of protection allowed by law.
• Required by County 0 Not required by County (One box must be checked)
I
1
Page 16 of 38 -Deschutes Onsite Clinic -Medcor
Automobile Liability insurance with a combined single limit of not less than:
Per Occurrence
D $500,000
D $1,000,000
D $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 I 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.
D Re uired b Coun • Not re uired b Coun 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 ofloss.
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed
Contract. Contractor shall notify the County in writing at least 30 days in advance of any cancellation, termination, material
change, or reduction of limits of the insurance coverage. The Certificate shall also state the deductible or, if applicable, the
self-insured retention level. Contractor shall be responsible for any deductible or self-insured retention. If requested,
complete copies of insurance policies shall be provided to the County.
Risk Management review Date
J
i
Page 17 of 38 -Deschutes Onsite Clinic -Medcor
-
perjury that Contractor is a [check one]:
y;.r:;.!l~~~·i.ability Company 0 Partnership usiness in the State of Oregon.
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012·622
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B in addition to C below:
~~~~~~~~--------£d~~~~~~~~~~~-~/~
S
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
I. 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 residence 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 services 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 Date
Page 18 of 38 -Deschutes Onsite Clinic -Medcor
C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's
knowledge:
I. Contractor has the power and authority to enter into and perfonn this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in
accordance with its tenns;
3. The services under this Contract shall be perfonned in a good and workmanlike manner and in accordance with the
highest professional standards; and
4. Contractor shall, at all times during the tenn of this contract, be qualified, professionally competent, and duly licensed to
perfonn 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 .
. _ ___ _ _ /~-:; ./1..-
C~19nature Date
I
I
I
I
l
Page 19 of 38 -Deschutes Onsite Clinic -Medcor I
Exhibit 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-622
Compliance witb provisions, requirements offunding source and
Federal and State laws, statutes, rules, regulations, executive orders and policies.
Conflicts ofInterest
Contractor certifies under penalty of perjury tbat the following statements are true to tbe best of
Contractor's knowledge:
l. 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 used 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 shall 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 su~
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 al1liability 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
oem . n shall b~'.il penalty of not less than $10,000 and not more than $100,000 for
each fail" .... .-.--~
9-7'/1--
ctor Signature Date
Page 20 of 38 -Deschutes Onsite Clinic -Medcor
Exhibit 5
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-622
Business Associate Agreement
This Agreement made and entered into this ...,~ day of'"1Jec..tm'o.e.v ,2012 by and between
Deschutes County ("Covered Entity") and Medcor, Inc. ("Business Associate") Gointly "the Parties"). The
Parties wish to enter into a Business Associate Agreement ("Agreement") to comply with the requirements
of: (i) the implementing regulations at 45 C.F.R Parts 160, 162, and 164 for the Administrative
Simplification provisions of Title II, Subtitle F of lhe Health Insurance Portability and Accountability Act
of 1996 ("HIPAA") (i.e., the HIPAA Privacy Rule, lhe HIPAA Security Standards, and the HIPAA
Standards for Electronic Transactions (collectively referred to in lhis Agreement as "the HIPAA
Regulations"», and (ii) the requirements of the Heallh Information Technology for Economic and Clinical
Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (lhe "HITECH Act")
that are applicable to business associates, along with any guidance and/or regulations issued by the U.S.
Department of Health and Human Services ("DHHS").
WITNESSETH:
WHEREAS, the Parties have entered into a Health Risk Management Agreement providing for certain
services; and
WHEREAS, lhe Parties agree lhat this Agreement shall supersede any previous business associate
agreement entered into by the Parties. Covered Entity and Business Associate agree to incorporate into lhis
Agreement any regulations issued by DHHS with respect to the HITECH Act lhat relate to the obligations
of business associates and that are required to be (or should be) reflected in a business associate agreement;
and
WHEREAS, Business Associate recognizes and agrees that it is obligated by law to meet lhe applicable
provisions of the HITECH Act.
NOW, THEREFORE, based upon lhe foregoing premises, the promises contained herein and other good
and valuable consideration, the sufficiency ofwhich is acknowledged, the Parties agree as follows:
1. DEFINITIONS
a. "Protected Heallh Information" or "PHI" shall mean information created or received
by a health care provider, health plan, employer, or heallh care clearinghouse, that:
(i) relates to lhe past, present, or future physical or mental heallh or condition of an
individual, provision of health care to the individual, or the past, present, or future
payment for provision of health care to lhe individual; (ii) identifies the individual,
or with respect to which there is a reasonable basis to believe lhe information can be
used to identifY the individual; and (iii) is transmitted or maintained in an electronic
medium, or in any olher form or medium. The use of the term "Protected Heallh
Information" or "PHI" in lhis Agreement shall mean bolh Electronic PHI and non
electronic PHI, unless another meaning is clearly specified.
b. "Breach" shall have the same meaning as the term "breach" in § 13400 of the
H!TECH Act and shall include the unauthorized acquisition, access, use, or
disclosure of PHI that compromises the security or privacy of such information.
c. "Individual" shall have the same meaning as the term "individual" in 45 CFR §
164.501 and shall include a person who qualifies as a personal representative in
accordance with 45 CFR § 164.502(g).
d. "Limited Data Set" shall mean protected health information that excludes the
following direct identifiers of the individual or of relatives, employers, or household
members of the individual:
Page 21 of 38 -Deschutes Onsite Clinic -Medcor I
I
t
i. Names;
ii. Postal address infonnation, other than town or city, State, and zip code;
iii. Telephone numbers;
iv. Fax numbers;
v. Electronic mail addresses;
vi. Social security numbers;
vii. Medical record numbers;
viii. Health plan beneficiary numbers;
ix. Account numbers;
x. Certificatellicense numbers;
xi. Vehicle identifiers and serial numbers, including license plate numbers
Xli. Device identifiers and serial numbers;
Xlll. Web Universal Resource Locators (URLs);
XIV. Internet Protocol (IP) address numbers;
xv. Biometric identifiers, including finger and voice prints; and
xvi. Full face photographic images and any comparable images.
e. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his or her designee.
f. "Security Incident" shall mean the attempted or successful unauthorized access, use,
disclosure, modification, or destruction of infonnation or interference with system
operations in an infonnation system.
g. "Unsecured Protected Health Infonnation" or "Unsecured PHI" shall mean PHI that
is not secured through the use of a technology or methodology specified by the
Secretary in guidance or as otherwise defined in the § 13402(h) of the HITECH Act.
h. All other tenns used in this Agreement shall have the meanings set forth in the
applicable definitions under the HIP AA Regulations and/or the security and privacy
provisions of the HITECH Act that are applicable to business associates along with
any regulations issued by the DHHS.
2. GENERAL TERMS
a. In the event of an inconsistency between the provisions of this Agreement and a
mandatory term of the HIPAA Regulations (as these tenns may be expressly
amended from time to time by the DHHS or as a result of interpretations by DHHS, a
court, or another regulatory agency with authority over the Parties), the interpretation
of DHHS, such court or regulatory agency shall prevail. In the event of a conflict
among the interpretations of these entities, the conflict shall be resolved in
accordance with rules ofprecedence.
b. Where provisions of this Agreement are different from those mandated by the
HIPAA Regulations or the HlTECH Act, but are nonetheless pennitted by the
Regulations or the Act, the provisions ofthis Agreement shall control.
c. Except as expressly provided in the HIPAA Regulations, the HITECH Act, or this
Agreement, this Agreement does not create any rights in third parties.
3. SPECIFIC REQUIREMENTS
a. Privacy of Protected Health Infonnation
i. Permitted Uses and Disclosures of PHI. Business Associate agrees to
create, receive, use, or disclose PHI only in a manner that is consistent with
this Agreement or the HIPAA Privacy Rule and only in connection with
providing the services to Covered Entity identified in the Agreement.
Accordingly, in providing services to or for the Covered Entity, Business
Associate, for example, will be pennitted to use and disclose PHI for
Page 22 of 38 -Deschutes Onsite Clinic -Medcor
"treatment, payment, and health care operations" in accordance with the
HIP AA Privacy Rule.
1. Business Associate shall report to Covered Entity any use or
disclosure of PHI that is not provided for in this Agreement.
2. Business Associate shall maintain safeguards as necessary to
ensure that PHI is not used or disclosed except as provided for by
this Agreement.
ii. Business Associate Obligations. As permitted by the HIPAA Privacy Rule,
Business Associate also may use or disclose PHI received by the Business
Associate in its capacity as a Business Associate to the Covered Entity for
Business Associate's own operations if:
I. the use relates to: (I) the proper management and administration of
the Business Associate or to carry out legal responsibilities of the
Business Associate, or (2) data aggregation services relating to the
health care operations of the Covered Entity; or (2) the disclosure
of information received in such capacity will be made in
connection with a function, responsibility, or services to be
performed by the Business Associate, and such disclosure is
required by law or the Business Associate obtains reasonable
assurances from the person to whom the information is disclosed
that it will be held confidential and the person agrees to notify the
Business Associate of any breaches ofconfidentiality.
iii. Minimum Necessary Standard and Creation ofLimited Data Set. Business
Associate's use, disclosure, or request of PHI shall utilize a Limited Data
Set if practicable. Otherwise, in performing the functions and activities as
specified in the Agreement and this Agreement, Business Associate agrees
to use, disclose, or request only the minimum necessary PHI to accomplish
the intended purpose of the use, disclosure, or request.
iv. Access. In accordance with 45 C.F.R. § 164.524 of the HIPAA Privacy Rule
and, where applicable, in accordance with the HITECH Act, Business
Associate will make available to those individuals who are subjects of PHI,
their PHI in Designated Record Sets by providing the PHI to Covered
Entity (who then will share the PHI with the individual), by forwarding the
PHI directly to the individual, or by making the PHI available to such
individual at a reasonable time and at a reasonable location. Business
Associate shall make such information available in an electronic format
where directed by the Covered Entity.
v. Disclosure Accounting. Business Associate shall make available the
information necessary to provide an accounting of disclosures of PHI as
provided for in 45 C.F.R. § 164.528 of the HIPAA Privacy Rule, and where
so required by the HITECH Act and/or any accompanying regulations,
Business Associate shall make such information available directly to the
individual. Business Associate further shall provide any additional
information to the extent required by the HITECH Act and any
accompanying regulations.
Business Associate is not required to record disclosure information or otherwise account for disclosures of
PHI that this Agreement in writing permits or requires; (i) for the purpose of payment activities or health
care operations (except where such recording or accounting is required by the HITECH Act, and as of the
effective dates for this provision of the HITECH Act), (ii) to the individual who is the subject of the PHI
disclosed, or to that individual's personal representative; (iii) to persons involved in that individual's health
care or payment for health care; (iv) for notification for disaster relief purposes, (v) for national security or
intelligence purposes, (vi) to law enforcement officials or correctional institutions regarding inmates; (vii)
Page 23 of 38 -Deschutes Onsite Clinic -Medcor
pursuant to an authorization; (viii) for disclosures of certain PHI made as part of a limited data set; and (ix)
for certain incidental disclosures that may occur where reasonable safeguards have been implemented.
vi. Amendment. Business Associate shall make available PHI for amendment
and incorporate any amendment to PHI in accordance with 45 C.F.R. §
164.526 of the HIPAA Privacy Rule.
vii. Right to Request Restrictions on the Disclosure of PHI and Confidential
Communications. If an individual submits a Request for Restriction or
Request for Confidential Communications to the Business Associate,
Business Associate and Covered Entity agree that Business Associate, on
behalf of Covered Entity, will evaluate and respond to these requests
according to Business Associate's own procedures for such requests.
V11l. Return or Destruction of PHI. Upon the termination or expiration of the
Agreement, Business Associate agrees to return the PHI to Covered Entity,
destroy the PHI (and retain no copies), or further protect the PHI if Business
Associate determines that return or destruction is not feasible.
ix. Availability ofBooks and Records. Business Associate shall make available
to DHHS or its agents the Business Associate's internal practices, books,
and records relating to the use and disclosure of PHI in connection with this
Agreement.
x. Terminationfor Breach.
I. Business Associate agrees that Covered Entity shall have the right
to terminate this Agreement or seek other remedies if Business
Associate violates a material term of this Agreement.
2. Covered Entity agrees that Business Associate shall have the right
to terminate this Agreement or seek other remedies if Covered
Entity violates a material term of this Agreement.
b. Information and Security Standards
i. Business Associate will develop, document, implement, maintain, and use
appropriate administrative, technical, and physical safeguards to preserve
the integrity, confidentiality, and availability of, and to prevent
nonpermitted use or disclosure of, PHI created or received for or from the
Covered Entity.
ii. Business Associate agrees that with respect to PHI, these safeguards, at a
minimum, shall meet the requirements of the HIPAA Security Standards
applicable to Business Associate.
111. More specifically, to comply with the H1PAA Security Standards for PHI,
Business Associate agrees that it shall:
I. Implement administrative, physical, and technical safeguards
consistent with (and as required by) the HIPAA Security Standards
that reasonably protect the confidentiality, integrity, and
availability of PHI that Business Associate creates, receives,
maintains, or transmits on behalf of Covered Entity. Business
Associate shall develop and implement policies and procedures
that meet the Security Standards documentation requirements as
required by the HITECH Act;
Page 24 of 38 -Deschutes Onsite Clinic -Medcor
2. As also provided for in Section 3(d) below, ensure that any agent,
including a subcontractor, to whom it provides such PHI agrees to
implement reasonable and appropriate safeguards to protect it;
3. Report to Covered Entity, Security Incidents of which Business
Associate becomes aware that result in the unauthorized access,
use, disclosure, modification, or des1ruction of the Covered
Entity's PHI, (hereinafter referred to as "Successful Security
Incidents"). Business Associate shall report Successful Security
Incidents to Covered Entity as specified in Section 3(e);
4. For any other Security Incidents that do not result in unauthorized
access, use, disclosure, modification, or des1ruction of PHI
(including, for purposes of example and not for purposes of
limitation, pings on Business Associate's firewall, port scans,
attempts to log onto a system or enter a database with an invalid
password or usemame, denial-of-service attacks that do not result
in the system being taken off-line, or malware such as worms or
viruses) (hereinafter "Unsuccessful Security Incidents"), Business
Associate shall aggregate the data and, upon the Covered Entity's
written request, report to the Covered Entity in accordance with the
reporting requirements identified in Section 3(e);
5. Take all commerciaUy reasonable steps to mitigate, to the extent
practicable, any harmful effect that is known to Business Associate
resulting from a Security Incident;
6. Permit termination of this Agreement if the Covered Entity
determines that Business Associate has violated a material term of
this Agreement with respect to Business Associate's security
obligations and Business Associate is unable to cure the violation;
and
7. Upon Covered Entity's request, Business Associate will provide
Covered Entity with access to and copies of documentation
regarding Business Associate's safeguards for PHI.
c. Compliance with HIPAA Transaction Standards
I. Application of HIPAA Transaction Standards. Business Associate will
conduct Standard Transactions consistent with 45 C.F .R. Part 162 for or on
behalf of the Covered Entity to the extent such Standard Transactions are
required in the course of Business Associate's performing services under
the Agreement for the Covered Entity. As provided for in Section 3(d)
below, Business Associate will require any agent or subcontractor involved
with the conduct of such Standard Transactions to comply with each
applicable requirement of 45 C.F.R. Part 162. Further, Business Associate
will not enter into, or permit its agents or subcontractors to enter into, any
trading partner agreement in connection with the conduct of Standard
Transactions for or on behalf of the Covered Entity that:
1. Changes the definition, data condition, or use of a data element or
segment in a Standard Transaction;
2. Adds any data element or segment to the maximum defined data
set;
3. Uses any code or data element that is marked "not used" in the
Standard Transaction's implementation specification or is not in
the Standard Transaction's implementation specification; or
Page 25 of 38 -Deschutes Onsite Clinic -Medcor
4. Changes the meaning or intent of the Standard Transaction's
implementation specification.
ii. SpecifIC Communications. Business Associate, Plan Sponsor and Covered
Entity recognize and agree that communications between the parties that are
required to meet the Standards for Electronic Transactions will meet the
Standards set by that regulation. Communications between Plan Sponsor
and Business Associate, or between Plan Sponsor and the Covered Entity,
do not need to comply with the HlPAA Standards for Electronic
Transactions. Accordingly, unless agreed otherwise by the Parties in
writing, all communications (if any) for purposes of "enrollment" as that
term is defined in 45 C.F.R. Part 162, Subpart 0 or for "Health Covered
Entity Premium Payment Data," as that term is defined in 45 C.F.R. Part
162, Subpart Q, shall be conducted between the Plan Sponsor and either
Business Associate or the Covered Entity. For all such communications
(and any other communications between Plan Sponsor and the Business
Associate), Plan Sponsor shall use such forms, tape formats, or electronic
formats that it or Covered Entity may approve. Business Associate will
include all information reasonably required by Plan Sponsor or Covered
Entity to affect such data exchanges or notifications.
iii. Communications Between the Business Associate and the Covered Entity.
All communications between the Business Associate and the Covered
Entity that are required to meet the HIPAA Standards for Electronic
Transactions shall do so. For any other communications between the
Covered Entity and the Business Associate, the Business Associate shall use
such forms, tape formats, or electronic formats that Covered Entity deems
acceptable. The Business Associate will include all information reasonably
required by Covered Entity to affect such data exchanges or notifications.
d. Agents and Subcontractors.
I. Business Associate shall include in all contracts with its agents or
subcontractors, if such contracts involve the disclosure of PHI to the agents
or subcontractors, the same restrictions and conditions on the use,
disclosure, and security of such PHI that are set forth in this Agreement.
Business Associate shall automatically email to Covered Entity at the email
address noted in paragraph 6 (b) an electronic copy of the document
enforcing these restrictions and conditions prior to the disclosure of any
PHI.
e. Breach of Privacy or Security Obligations.
i. Notice and Reporting to Covered Entity. Business Associate will notity and
report to Covered Entity (in the manner and within the timeframes
described below) any use or disclosure of PHI not permitted by this
Agreement, by applicable law, or permitted in writing by Covered Entity.
ii. Notice to Covered Entity. Business Associate will notity Covered Entity
following discovery and without unreasonable delay but in no event later
than five (5) calendar days following discovery, any "Breach" of
"Unsecured Protected Health Information" as these terms are defined by the
HITECH Act and any implementing regulations. Business Associate shall
cooperate with Covered Entity in investigating the Breach and in meeting
the Covered Entity's obligations under the HITECH Act and any other
security breach notification laws. Business Associate shall follow its
notification to the Covered Entity with a report that meets the requirements
outlined immediately below.
Page 26 of 38 -Deschutes Onsite Clinic -Medcor
iii. Reporting to Covered Entity.
I. For Successful Security Incidents and any other use or disclosure
of PHI that is not permitted by this Agreement, by applicable law,
or without the prior written approval of the Covered Entity,
Business Associate -without unreasonable delay and in no event
later than fifteen (I 5) days after Business Associate learns of such
non-permitted use or disclosure shall provide Covered Entity a
report that will:
a. rdentifY (if known) each individual whose Unsecured
Protected Health Information has been, or is reasonably
believed by Business Associate to have been accessed,
acquired, or disclosed during such Breach;
b. IdentifY the nature of the non-permitted access, use, or
disclosure including the date of the incident and the date
of discovery;
c. IdentifY the PHI accessed, used, or disclosed (e.g., name;
social security number; date of birth);
d. IdentifY who made the non-permitted
received the non-permitted disclosure;
access, use, or
e. IdentifY what corrective action Business Associate took or
will take to prevent further non-permitted accesses, uses,
or disclosures;
f. IdentifY what Business Associate did or will do to
mitigate any deleterious effect of the non-permitted
access, use, or disclosure; and
g. Provide such other information, including a written
report, as the Covered Entity may reasonably request.
2. For Unsuccessful Security Incidents, Business Associate shall
provide Covered Entity, upon its written request, a report that: (i)
identifies the categories of Unsuccessful Security Incidents as
described in Section 3(b)(iii)(4); (ii) indicates whether Business
Associate believes its current defensive security measures are
adequate to address all Unsuccessful Security Incidents, given the
scope and nature of such attempts; and (iii) if the security measures
are not adequate, the measures Business Associate will implement
to address the security inadequacies.
iv. Termination/or Breach.
1. Covered Entity and Business Associate each will have the right to
terminate this Agreement if the other party has engaged in a
pattern of activity or practice that constitutes a material breach or
violation of Business Associate's or the Covered Entity's
respective obligations regarding PHI under this Agreement and, on
notice of such material breach or violation from the Covered Entity
or Business Associate, fails to take reasonable steps to cure the
material breach or end the violation.
2. If Business Associate or the Covered Entity fail to cure the
material breach or end the violation after the other party's notice,
the Covered Entity or Business Associate (as applicable) may
Page 27 of 38 -Deschutes Onsite Clinic -Medcor
terminate this Agreement by providing Business Associate or the
Covered Entity written notice of termination, stating the uncured
material breach or violation that provides the basis for the
termination and specifying the effective date of the termination.
Such termination shall be effective 60 days from this termination
notice.
v. Continuing Privacy and Security Obligations. Business Associate's and the
Covered Entity's obligation to protect the privacy and security of the PHI it
created, received, maintained, or transmitted in connection with services to
be provided under the Agreement will be continuous and survive
termination, cancellation, expiration, or other conclusion of this Agreement.
Business Associate's other obligations and rights, and the Covered Entity's
obligations and rights upon termination, cancellation, expiration, or other
conclusion of this Agreement, are those set forth in this Agreement.
4. BASIS OF AGREEMENT
a. Business Associate recognizes that the promises it has made in this Agreement shall,
henceforth, be detrimentally relied upon by Covered Entity in choosing to continue
or commence a business relationship with Business Associate.
5. MODIFICATION
a. This Agreement may only be modified through a writing signed by the Parties. No
oral modification hereof shall be permitted. The Parties agree to take such action as
is necessary to amend this Agreement from time to time as is necessary for Covered
Entity to comply with the requirements of the HIP AA and the HlTECH Act.
6. MISCELLANEOUS
a. Ambiguity. Any ambiguity in this Agreement shall be resolved to permit Covered
Entity to comply with the Privacy Rule.
b. Notice to Covered Entity. Any notice required under this Agreement to be given to
Covered Entity shall be made in writing to:
Deschutes County
Address: 1300 NW Wall Street, Suite 200
Attention: Tom Anderson
Phone: 54 I -388-6565
Email: tom.anderson@deschutes.org
c. Notice to Business Associate. Any notice required under this Agreement to be given
to Business Associate shall be made in writing to:
Medcor, Inc.
Address: 4805 West Prime Parkway, PO Box 550
McHenry, Illinois 60051
Attention: Robert E. Dooley
Phone: 815-363-9500
Email: rdoo1ey@medcor.com
d. Integration. This Agreement shall be incorporated into and made a part of the Health
Risk Management Agreement. In the event that any term or provision of this
Agreement contradicts or conflicts with a term or provision of the Health Risk
Management Agreement. the term or provision of this Agreement shall control.
Page 28 of 38 -Deschutes Onsite Clinic -Medcor
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and year first above
written.
Descbutes Couoty
By:
Nmme: ________________________
Title:
Date:
Page 29 of 38 -Deschutes Onsite Clinic -Medcor
Exhibit 6
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-622
Electronic Data Sharing
Following are the elements the County is required to provide to Contractor as described in this Agreement.
Below are the general guidelines for creating two separate files: I) for all eligible employees and
II) for all eligible dependents in the program. A dependent file is not necessary if dependents are
not eligible for the program.
1. Create a tab-delimited text file or an Excel workbook file with the fields in the indicated
order. Please use the column header names exactly as specified.
2. Populate all required fields, even if the value is the same for all records e.g.
"CompanyName," "PlantName," or "PlantLocation."
3. For optional fields that will not be populated, include the empty column(s) with the column
header(s).
4. Please format data fields as indicated, using only alphanumeric characters, numbers, or
numbers plus the special characters listed in the Field Format specified. For example, do not
use parentheses in the "Hphone" and "Wphone" columns. Do not use hyphens in the "DaB,"
"HireDate," and "TermDate" columns.
5. Send complete files monthly to Jennifer L. Wetteland, PA-C at JWetteland(aJmedcor.com or
subsequent qualified recipient as may be designated by Contractor. Files must be protected
by password and/or other security measures such as ftp, pgp encryption, secure email, and zip
compression. Passwords can be provided by Contractor.
File naming conventions and field definitions follow.
I. Employee File:
File File Description File Name Format
Employee File All employees eligible for the
Medcor program.
Alphanumeric
Max Size: 40
characters
Format: "Company
Name-Emp-Date"
(ex: Acme Products
Emp-mmddyyyy )
Field Name Field Description Required Field Format
CompanyName Company Name Required
Alphanumeric
Max Size: 50
characters
LastName Employee Last Name Required
Alpha Characters, do
not include suffix
Max Size: 50
characters
FirstName Employee First Name Required
Alpha Characters
Max Size: 50
characters
MiddleName Employee Middle Name or
Initial Optional
Alpha Characters
Max Size: 50
characters
Suffix Employee Name Suffix Optional
Alphanumeric
Max Size: 10
characters
(ex: Jr, Sr, II, Ill,
Page 30 of 38 -Deschutes Onsile Clinic -Medcor
2nd)
SSN Employee Social Security
Number Required
Alphanumeric
(numbers and
hyphens only)
Max Size: 15
characters
(ex: 123-45-6789)
DOB Employee Date of Birth Required
Alphanumeric
(numbers and slashes
only)
Max Size: 10
Characters
(mmldd/yyyy ex:
01121/1956)
Gender Employee Gender Required MorF
Max Size: I character
PositionStatus Current Employee Status Required
Alpha from list:
Active, Retired,
Cobra, Terminated,
or Other
Max Size: 15
characters
Address I Employee Home Address
Line I Required
Alphanumeric
Max Size: 50
characters
Address2 Employee Home Address
Line 2 Optional
Alphanumeric
Max Size: 50
characters
City Employee City Required
Alphanumeric
Max Size: 50
characters
State Employee State Required
Alphanumeric
Max Size: 2
characters
Zip Employee Zip Code Required
Alphanumeric
(numbers and hyphen
only, 5 or 9 digit zip
codes)
Max Size: 10
characters
(ex: 12345 or 12345
6789)
Hphone Employee Home Telephone
Number Required
Alphanumeric
(numbers, '-', 'x' if
extension)
Max Size: 50
characters
(ex: 123-456-7890
x1234)
Wphone Employee Work Telephone
Number Optional
Alphanumeric
(numbers, '-', 'x' if
extension)
Max Size: 50
characters
(ex: 123-456-7890
x1234)
PlantName Plant Number or Name of
Employee's Work Location Required
Alphanumeric
Max Size: 50
characters
Page 31 of 38 -Deschutes Onsite Clinic -Medcor
PlantLocation City of Employee's
PlantIWork Location Required
Alphanumeric
Max Size: 50
characters
HireDate Employee Date of Hire Required
Alphanumeric
(numbers & slashes
only)
Max Size: 10
Characters
(mmlddlyyyy ex:
0112111956)
TermDate Date of Employee
Termination
Required
(if Position Status
= Terminated)
Alphanumeric
(numbers & slashes
only)
Max Size: 10
Characters
(mmlddlyyyy ex:
0112111956)
CustomerMemberID Employee's unique insurance
identifier # if other than SSN #
Optional *
(*if= SSN)
Alphanumeric
Max Size: 15
characters
CustomerEmployeeID Employee's unique identifier #
within the company
Optional Alphanumeric
Max Size: 15
characters
II. Dependent File:
File File Description File Name Format
Dependent File All dependents eligible for the
Medcor program.
Alphanumeric
Max Size: 40 characters
Format: "Company
Name-Dep-Date"
(ex: Acme Products
Dep-mmddyyyy)
Field Field Description Required Field Format
CompanyName Company Name Required Alphanumeric
Max Size: 50 characters
LastName Dependent Last Name Required
Alpha Characters, do
not include suffix
Max Size: 50 characters
FirstName Dependent First Name Required Alpha Characters
Max Size: 50 characters
MiddleName Dependent Middle Name or
Initial Optional Alpha Characters
Max Size: 50 characters
Suffix Dependent Name Suffix Optional
Alphanumeric
Max Size: 10 charaters
(ex: Jr, Sr, II, III, 2nd)
SSN Dependent Social Security
Number Required
Alphanumeric
(numbers and hyphens
only)
Max Size: 15 characters
(ex: 123-45-6789)
DOB Dependent Date of Birth Required
Alphanumeric
(numbers and slashes
only)
Max Size: 10
Characters
(mmlddlyyyy ex:
Page 32 of 38 -Deschutes Onsite Clinic -Medcor
01121/1956)
Gender Dependent Gender Required MorF
Max Size: I character
RelationCode Relationship To Employee Required
Alphanumeric
Max Size: 10
characters
(Spouse, Child, or
Other)
RespPartySSN Employee's Social Security
Number Required
Alphanumeric
(numbers and hyphens
only)
Max Size: 15 characters
(ex: 123-45-6789)
RespPartyEmployeeID Employee's unique
EmployeeID
Optional (unless
EmployeeID is key
identifier)
Alphanumeric
Max Size: 15 characters
RespPartyMemberID Employee's unique insurance
MemberID
Optional (unless
MemberID is key
identifier)
Alphanumeric
Max Size: 15 characters
Address I Dependent Home Address
Line I
Optional if same as
employee
Alphanumeric
Max Size: 50 characters
Address2 Dependent Home Address
Line 2 Optional Alphanumeric
Max Size: 50 characters
City Dependent City Optional if same as
employee
Alphanumeric
Max Size: 50 characters
State Dependent State Optional ifsame as
employee
Alphanumeric
Max Size: 2 characters
Zip Dependent Zip Code Optional ifsame as
employee
Alphanumeric
(numbers and hyphen
only, 5 or 9 digit zip
codes)
Max Size: 10 characters
(ex: 12345 or 12345
6789)
Hphone Dependent Home Telephone
Number
Optional ifsame as
employee
Alphanumeric
(numbers, '-', 'x' if
extension)
Max Size: 50 characters
(ex: 123-456-7890
x1234)
Wphone Dependent Work Telephone
Number Optional
Alphanumeric
(numbers, '-', 'x' if
extension)
Max Size: 50 characters
(ex: 123-456-7890
x1234)
CustomerMemberID Dependent's unique insurance
identifier # if other than SSN #
Optional *
(*if= SSN)
Alphanumeric
Max Size: 15 characters
Claims Data File Required Elements
Claims data files should be fixed-length text files. Headers are not allowed. If delimited files are used
instead, a column header record is required. Please send documentation of your file layout and any
definitions/descriptions/fonnulas. Data should be in HlPAA-compliant fonnat wherever possible.
Page 33 of 38 -Deschutes Onsite Clinic -Medcor
-------------------
-------
------------
---------------------
-------------
-------------------------------
---
Optional Subgroup Number
~-~-~
Required
Required
Required
Required
Required
Optional
Optional
Optional
Required
Required
Required
Optional
Required
Required
Optional
Optional
Optional
Required
Required
Required
Required
Required
Required
Required
Required
Optional
Optional
Required·
Optional
Required
Optional
Optional
Required
Optional
Optional
Optional
Optional
Optional
--------~--.-.-~-----
Optional
Optional
Required
Required
Required
Claim Number
Service Sequence number
Paid Date
Beginning Date of Service
Ending Date of Service
Process Date
Claim Begin Date
Claim End Date
Patient's SSN
Patient's Last Name
Patient's First Name
Patient's Middle Name
Patient's Gender
Patient's Date of Birth
Patient's City
Patient's State
Patient's Zip Code
Patient Relationship to Policy Holder
Dependent Suffix
Policy Holder Number
Policy Holder's SSN
Policy Holder's Last Name
Policy Holder's First Name
Policy Holder's Gender
Policy Holder's Date of Birth
Policy Holder's Zip Code
In/Out Flag
Place of Service Code
Service Type Code
Procedure Code _..... _--".._-_.. --------------_... ----------------------------------
Procedure Modifier
UB92 Revenue Code
Primary Diagnosis Code
Secondary Diagnosis Code
Tertiary Diagnosis Code
Quaternary Diagnosis Code
DRG (Diagnosis Related Group)
ICD9 Procedure Code
UB92 Bill T~2e
Amount Requested
Amount Allowed
Paid Amount
Claim Type
Page 34 of 38 -Deschutes Onsite Clinic -Medcor
--------------
----------------------
Required Provider Number (Rendering Provider)
--~------
Required* Provider NPI -
Required* Provider UPIN
Required* Provider DEA Number
Provider Tax lD Number Required*
Provider Type Optional
Required Provider Specialty Code
Optional* Provider First Name
Optional* Provider Last Name
Optional Provider Suffix
Optional Provider Address I
Optional Provider Address 2
Optional Provider City
Optional Provider State
Optional Provider Zip Code
" ..I,....." ..' Number~~~~~_________________________________________________________--\_---=--c=:...::...=.lL.::...C-==_"-"_c________________________________________
Rx Claim Number
Paid Date
Date of service / Date Prf·,,<,.";ntinn Filled
Process Date
Patient's SSN
Patient's Last Name
Patient's First Name
Patient's Middle Name
Patient's Gender
Patient's Date of Birth
Patient's
Patient's State
1---'---------------------------------11------'------------------------------------------1
Patient Holder
Dependent Suffix
Policy Holder Number
Holder's Last Name
Holder's First Name
f-_-'-CLC_--'_C__ ------------------------j----'-"-----'------'-'---------------------------1
Code
Ph",rm:",<'v Number
National Code
Page 35 of 38 -Deschutes Onsite Clinic -Medcor
I Required Drug Name
Optional Ordering Physician
Required Drug Quantity
Required Generic Indicator
Required Days Supply
Optional A mount Requested
Required Amount Allowed
Required Paid Amount
Optional Primary Diagnosis Code
*Claims data cannot be processed unless the demographic data filesand any claims files contain the
sameunique identifier (usually SSN) for each covered member, hcluding dependents. The
employee's SSN or employee ID is used to link dependents to employees, but it is not sufficient to link
claims to the appropriate member when dependents are covered. If the dependent's SSN is not
available or will not be provided by the insurance ca rrier, then another identifier is required and must
be the identifier used by the insurance carrier. This identifier will be stored in the
"CustomerMemberID" column in both the employee and depencEntdemographic data files.
Page 36 is the last page of this dOCU~___
Page 36 of 38 -Deschutes Onsite Clinic -Medcor