HomeMy WebLinkAboutDoc 544 - Healthstat Clinic ContractPage 1 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2010- 544
This Contract is between DESCHUTES COUNTY acting on behalf of the Deschutes County Health Plan (County) and Healthstat,
Inc. (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be August 1, 2010 or the date, on which each party
has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall
terminate when County accepts Contractor's completed performance or on December 31, 2012, whichever date occurs last. This Contract
may be subsequently renewed for additional one year terms. Contract termination shall not extinguish or prejudice County’s right to
enforce this Contract with respect to any default by Contractor that has not been cured.
Statement of Work. Contractor shall perform the work described in Exhibit 1.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.
Contract Documents. This Contract includes Pages 1-8 and Exhibits 1, 2, 3, 4, 5, 6, 7and 8.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 4601 Charlotte Park Drive, Suite 390, Charlotte, North Carolina 28217
Federal Tax ID# or Social Security #: 56-2273744
Is Contractor a nonresident alien? Yes ⌧ No
Business Designation (check one):
⌧ Corporation-for profit
Sole Proprietorship
Corporation-non-profit
Partnership
Other, describe
A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the
administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the
name and Federal tax ID number or, if none, the Social Security number provided above.
I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms.
NOTE: Contractor shall also sign Exhibits 3 and 4.
__________________________________________ _________________________________
Signature Title
____Susan Kinzler___________________________ _________________________________
Name (please print) Date
DESCHUTES COUNTY SIGNATURE
Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the
appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but less
than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County
Commissioners.
Dated this ______ of __________________, 20__
________________________________________
DENNIS LUKE, County Commissioner
________________________________________
TAMMY BANEY, County Commissioner
________________________________________
ALAN UNGER, County Commissioner
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STANDARD TERMS AND CONDITIONS
1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract.
2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and manner
set forth in Exhibit 1.
a. Payments shall be made to Contractor following County’s review and approval of billings and deliverables
submitted by Contractor using Automatic Clearing House (ACH) transfer.
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 beginning date or after the expiration
date of this contract.
d. This Contract shall not be amended after the expiration date.
e. Unless otherwise specifically provided in Exhibit 1, Contractor shall submit monthly invoices for work
performed. The invoices shall describe all work performed with particularity and by whom it was
performed and shall itemize and explain all expenses for which reimbursement is claimed.
f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice.
g. Prior to approval or payment of any billing, County may require and Contractor shall provide any
information which County deems necessary to verify work has been properly performed in accordance with
the Contract.
3. Delegation, Subcontracts and Assignment. Contractor 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.
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 Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its
terms.
b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to
third persons unless such third persons are individually identified by name in this Contract and expressly
described as intended beneficiaries of this Contract.
5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the
parties and their successors and approved assigns, if any.
6. Early Termination. This Contract may be terminated as follows:
a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any
time.
b. Party’s Convenience. County or Contractor may terminate this Contract for any reason upon 60 calendar
days written notice to the other party.
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c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the
Contractor, or at such later date as may be established by the County, under any of the following
conditions:
1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the
purchase of the indicated quantity of services as required in this Contract.
2) This Contract may be modified to accommodate the change in available funds.
3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the
services are no longer allowable or appropriate for purchase under this Contract or are no longer
eligible for the funding proposed for payments authorized by this Contract.
4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be
paid under this Contract, and if County has no funds legally available for consideration from other
sources.
5) If any license or certificate required by law or regulation to be held by the Contractor to provide the
services required by this Contract is for any reason denied, revoked, suspended, not renewed or
changed in such a way that the Contractor no longer meets requirements for such license or certificate.
d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate
the whole or any part of this Contract under any of the following conditions:
1) If the Contractor fails to provide services called for by this Contract within the time specified or any
extension thereof.
2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the
work so as to endanger performance of this Contract in accordance with its terms, and after receipt of
written notice from the County specifying such failure, the Contractor fails to correct such failure
within 10 calendar days or such other period as the County may authorize.
3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings,
makes an assignment for the benefit of creditors, or ceases doing business on a regular basis.
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.
e. County Default or Breach.
1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to
such termination, the Contractor shall give to the County written notice of the breach and intent to
terminate.
2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then
the Contractor may terminate this Contract at any time thereafter by giving notice of termination.
7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows:
a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for
work performed prior to the termination date if such work was performed in accordance with the Contract.
Provided however, County shall not pay Contractor for any obligations or liabilities incurred by Contractor
after Contractor receives written notice of termination.
b. If this Contract is terminated under subparagraph 6 d. of this 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:
1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any
limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to
this Contract, and
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 of this Contract.
8. Remedies. In the event of breach of this Contract the parties shall have the following remedies:
a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any
obligations or liabilities of either party already reasonably incurred prior to such termination.
1) Contractor may not incur obligations or liabilities after Contractor receives written notice of
termination.
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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.
1) Such remedies may include, but are not limited to, termination of this contract, return of all or a
portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of
ineligibility for the receipt of future contract awards.
2) Additionally, County may complete the work either by itself, by agreement with another Contractor, or
by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of
the total compensation provided under this Contract, then the Contractor shall be liable to the County
for the amount of the reasonable excess.
c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract,
Contractor shall repay any excess to County upon demand.
d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest,
labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or
Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate such
a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its
obligations under this Contract. For any delay in performance as a result of the events described in this
subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set
forth in an amendment to this Contract.
e. The passage of this Contract expiration date shall not extinguish or prejudice the County’s or Contractor’s
right to enforce this Contract with respect to any default or defect in performance that has not been cured.
f. County’s remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue
any remedy or remedies singly, collectively, successively or in any order whatsoever.
9. Contractor’s Tender upon Termination. Upon receiving a notice of termination of this Contract, Contractor
shall immediately cease all activities under this Contract unless County expressly directs otherwise in such
notice of termination.
a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works-in-
progress and other property that are or would be deliverables had this Contract been completed.
b. Upon County’s request, Contractor shall surrender to anyone County designates, all documents, research,
objects or other tangible things needed to complete the work.
c. Contractor will be permitted to offer continuity of care if required 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:
1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and
specifications approved by County;
2) comply with all applicable legal requirements;
3) comply with all programs, directives, and instructions of County relating to safety, storage of
equipment or materials;
4) take all precautions necessary to protect the safety of all persons at or near County or Contractor’s
facilities, including employees of Contractor, County and any other contractors or subcontractors and
to protect the work and all other property against damage.
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
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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 of the 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
compliance with HIPAA.
h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business
Associate Agreement with County (Exhibit 7) 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 1. 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.
1) All records shall be retained and kept accessible for at least three years following the final payment
made under this Contract or all pending matters are closed, whichever is later.
2) If an audit, litigation or other action involving this Contract is started before the end of the three year
period, the records shall be retained until all issues arising out of the action are resolved or until the
end of the three year period, whichever is later.
b. County and its authorized representatives shall have the right to direct access to all of Contractor’s books,
documents, papers and records related to this Contract for the purpose of conducting audits and
examinations and making copies, excerpts and transcripts.
1) These records also include licensed software and any records in electronic form, including but not
limited to computer hard drives, tape backups and other such storage devices. County shall reimburse
Contractor for Contractor’s cost of preparing copies.
2) At Contractor’s expense, the County, the Secretary of State’s Office of the State of Oregon, the Federal
Government, and their duly authorized representatives, shall have license to enter upon Contractor’s
premises to access and inspect the books, documents, papers, computer software, electronic files and
any other records of the Contractor which are directly pertinent to this Contract.
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3) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense,
make the above records available at a location acceptable to the County.
18. Ownership of Work. All work of Contractor that results from this Contract (the “Work Product”) is the
exclusive property of County with the exception of all patient medical record and charts related to care in the
clinic.
a. County and Contractor intend that such Work Product be deemed “work made for hire” of which County
shall be deemed author.
b. If, for any reason, the Work Product is not deemed “work made for hire,” Contractor hereby irrevocably
assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether
arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law
or doctrine.
c. Contractor shall execute such further documents and instruments as County may reasonably request in
order to fully vest such rights in County.
d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and
all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of
approval, restriction or limitation on use or subsequent modifications.
e. County shall have no rights in any pre-existing work product of Contractor provided to County by
Contractor in the performance of this Contract except an irrevocable, non-exclusive, perpetual, royalty-free
license to copy, use and re-use any such work product for County use only.
f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any
other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed
work products, reports or documentation that Contractor has specifically developed or specifically acquired
for the performance of this Contract.
g. In the event that Work Product is deemed Contractor’s Intellectual Property and not “work made for hire,”
Contractor hereby grants to County an irrevocable, non-exclusive, perpetual, royalty-free license to use,
reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor
Intellectual Property, and to authorize others to do the same on County’s behalf.
h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County’s
behalf and in the name of the County, an irrevocable, non-exclusive, perpetual, royalty-free license to use,
reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party
Intellectual Property, and to authorize others to do the same on County’s behalf.
19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County
Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following
URL address: http://www.co.deschutes.or.us/dccode/Title2/html/Chapter2.37.htm.
20. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection
with activities carried out under this contract, and shall have no obligation with respect to Contractor’s debts or
any other liabilities of each and every nature. 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 authorized by law Contractor shall defend, save, hold harmless and indemnify the
County and its officers, employees and agents from and against all claims, suits, actions, losses, damages,
liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of
Contractor or its officers, employees, contractors, or agents under this Contract, including without
limitation any claims that the work, the work product or any other tangible or intangible items delivered to
County by Contractor that may be the subject of protection under any state or federal intellectual property
law or doctrine, or the County’s use thereof, infringes any patent, copyright, trade secret, trademark, trade
dress, mask work utility design or other proprietary right of any third party.
b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph a of
this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim
in the name of Deschutes County or any department or agency thereof, nor purport to act as legal
representative of the County or any of its departments or agencies without first receiving from the County’s
legal counsel, in a form and manner determined appropriate by the County’s legal counsel, authority to act
as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the
approval of the County’s legal counsel.
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c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims
Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and
its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities
costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or
its officers, employees, contractors, or agents under this Contract.
22. Waiver.
a. County’s delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall
not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege
under this Contract preclude any other or further exercise thereof or the exercise of any other such right,
power, or privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
23. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of
Oregon without regard to principles of conflicts of law.
a. Any claim, action, suit or proceeding (collectively, “Claim”) between County and Contractor that arises
from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit
Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in
federal forum, then it shall be brought and conducted solely and exclusively within the United States
District Court for the District of Oregon.
b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN
PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on
International Sales of Goods shall not apply.
24. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be
illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and
the rights and obligations of the parties shall be 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:
Crockett Dale David Kanner
President & CEO County Administrator
4601 Charlotte Park Dr, Suite 390 1300 NW Wall Street, Suite 200
Charlotte, North Carolina 28217 Bend, Oregon 97701
Fax No. 704-831-6097 Fax No. 541-385-3202
27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties.
a. All understandings and agreements between the parties and representations by either party concerning this
Contract are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in
writing signed by both parties.
c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for
the specific purpose given.
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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:
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms;
3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or
profession and Contractor will apply that skill and knowledge with care and diligence to perform the
Work in a professional manner and in accordance with standards prevalent in Contractor’s industry,
trade or profession;
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and
duly licensed to perform the Work;
5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers,
and without collusion, fraud, or other dishonesty; and
6) Contractor’s making and performance of this Contract do not and will not violate any provision of any
applicable law, rule or regulation or order of any court, regulatory commission, board or other
administrative agency.
b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any
other warranties provided
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EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
PAYMENT TERMS and SCHEDULE
1. Contractor shall perform the 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)).
i. Hours of Operations: The clinic shall be open for Patients a minimum of 52 hours per week,
including at least two days before 9:00am, 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 weekly schedule may be made only with the
mutual written consent of the County and the Contractor.
ii. Appointments: Appointment scheduling will be available by phone or online. Walk-in
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 not violate HIPAA.
iii. A 24 hour/7 days a week nurse call-in line will be available for Patients
iv. Electronic Medical Records (EMR): Acceptance of EMRs, digital records and other electronic
records from external providers will be available, as well as providing the same documentation to
outside providers, third party administrators, and other outside organizations as requested by
County, electronically from the clinic. 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:
i. Routine medical care consistent with services provided at a typical primary care office
ii. Physical examinations and annual checkups
iii. 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. Laboratory testing, including blood tests and urinalysis
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 and dispense a limited formulary of the most commonly prescribed prescription drugs,
as determined by County
x. Chronic disease control management, such as diabetes self-care
xi. Health education, consultation and wellness
xii. Health risk assessments, including testing, analysis and follow-up
xiii. Limited behavioral health services and counseling as determined by County
xiv. Worksite education and evaluation
xv. Pre-employment, random and post-accident drug screenings
xvi. Natural remedies, alternative medicine and naturopathic medicine as requested by Patients
xvii. Nutrition and weight management education and treatment
xviii. Women’s health and gynecological services
xix. Minor surgeries such as skin biopsies and stitches
xx. 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 Staff
i. The Contractor will provide licensed and certified staff qualified to provide the specific clinic
services provided in Section 1b. The staff shall consist of the following positions:
1. One licensed primary care practitioner preferably with a Central Oregon-based practice.
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. One mid-level licensed practitioner. This may be a nurse practitioner or physician’s
assistant. This position will work at the clinic a minimum of 40 hours per week.
Page 10 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
3. Two medical office assistants. These positions will work at the clinic a combined
minimum of 60 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 shall 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 shall obtain and keep in force a policy of professional
liability (malpractice) insurance with a minimum cover of $1,000,000 for each incident and
$3,000,000 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 shall 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.
vii. Appropriate, qualified back-up staff will be provided to ensure coverage of all positions for 52
weeks a year.
viii. County acknowledges that Contractor is not engaged in the practice of medicine.
ix. Each member of Clinic staff is an independent 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.
x. 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.
xi. The professional conduct of the Clinic staff is governed by applicable state laws. Neither
Contractor nor County shall exercise any control or direction over the method or manner in which
Clinic staff performs professional services and functions at the Clinic.
xii. Neither Contractor nor County shall intervene in any way or manner with the services provided by
Clinic staff unless actions are in violation of the regulations and/or rules of conduct governing
County employees.
xiii. 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.
xiv. In the event County deems the performance of any Clinic staff disruptive to County business,
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 County 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.
xv. 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.
xvi. 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 any termination of this Contract make offers or contract of employment or
offer or contract services with County employees. Contractor shall pay County damages in the
amount of $50,000 for each such breach.
d. Reporting
i. Contractor shall provide County and/or Patients the following reports as County may request and
Contractor has the programming capability to comply.
Page 11 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
1. Healthy Life Profile to Patients by mail within four weeks after completing a health risk
assessment at the clinic. The report will indicate risks and recommended frequency in
which Patients should visit the clinic for follow-up.
2. Health Risk Assessment Aggregate Report shall be provided to County quarterly
indicating aggregate, de-identified health risks for all Patients.
3. Insurance Cost Claims Impact Statements shall be provided quarterly, provided County
and County third party administrator furnishes historical claims data in accordance with
Exhibit 8. The first statement will be provided no less than six months after opening of
Clinic.
4. Participant Compliance with Frequency Schedule Reports Recommended shall be
provided quarterly indicating the Patients compliance with recommended follow-up
Clinic visits as determined by the health risk assessment. The first report will be provided
after the Clinic has been open for two consecutive quarters.
5. Clinic Utilization and Activity Report shall be provided to County within 10 business
days of the end of every calendar month. The report shall indicate the number and type of
clinical activities that occurred at the clinic during the previous month.. Mean standards
will also be included to illustrate actual outcomes compared to the average of all other
Contractor client companies for the same indices.
6. Analysis Report shall be provided to County on a quarterly basis within 10 business days
of the end of every calendar quarter. This report shall provide information regarding risk
identification and clinic utilization by high risk Patients. The analysis will also include
financial and service utilization impact, and information regarding outreach to high risk
Patients.
7. Health Risk Change shall be provided to the County after each HRA has been conducted
on the Patients, beginning with the second HRA. The report will compare the results from
the most recent HRA to the scores from all previous HRAs.
8. MEDai Predictive Modeling Report, as more fully described in Contractor’s proposal,
shall be provided to the County on a quarterly basis within 10 business days of the end of
every calendar quarter. This report shall provide predictive modeling regarding health
and financial risks for County and Patients.
9. Quality of Service Report shall be provided to the County on a quarterly basis within 10
business days of the end of every calendar quarter or as soon thereafter as reasonably
possible. This report shall include, but not be limited to the following:
a. Results of on-site and offsite evaluations at Contractor clinics in compliance
with 12 standards for National Committee for Quality Assurance (NCQA) by
team of NCQA experts and analysis by national oversight committee of
physicians.
b. Wellness and Health Promotion Accreditation evaluations as provided by
NCQA evaluating the implementation of wellness programs at the workplace,
how services help eligible individuals develop skills to make healthy choices,
and how sensitive health information of Patients is properly safeguarded.
c. SAS 70 Type II Certification audit results regarding all information technology
infrastructure, policies and processes.
ii. Contractor shall provide the following services as part of the MEDai Predictive Modeling and
Guideline Gaps Package, which integrates HRA questionnaire, biometric data, Clinic encounters,
lab results, medical claims and pharmaceutical claims to develop a prediction of the health and
financial risk of Patients:
1. Patient Profile Report shall be provided to County monthly, which includes: forecasted
risk profile, impact scores, diagnosis profile, utilization profile, risk contribution profile,
guideline compliance profile, physician pharmacy profile-therapeutic classes, physician
pharmacy profile-maintenance medications, and physician pharmacy profile-injectibles.
2. Risk Navigator Clinical Summary shall be provided to County quarterly,
3. Risk Navigator Financial shall be provided to County annually.
iii. The form and substance of additional requested reports shall be as mutually agreed to by County
and Contractor.
iv. All reports shall be HIPAA compliant.
v. Contractor’s ability to comply with reporting requirements is based entirely on County and County
health plan supplying the data elements in Exhibit 8 to this Agreement.
Page 12 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
vi. No PHI contained in reports generated by Contractor shall be released except in a de-identified
format by Contractor, or by the Clinic staff without the prior written consent of the Patient or in
accordance with HIPAA.
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)
i. Contractor shall offer to perform an initial HRA on each Patient which shall include the collection
of certain baseline clinical data indices including cholesterol, triglycerides, and glucose.
ii. As part of HRA, Contractor shall collect blood pressure, body mass indexing, and providing a
health survey to be completed by Patient.
iii. As part of HRA, Contractor shall collect the clinical indices for the Prostate Screening Antigen
(PSA) for all male Patients older than 40 years old.
iv. The initial HRA shall be offered before the opening of the Clinic.
v. A second HRA shall be offered 18 months after the Clinic opens. Subsequent health assessments
shall be offered once every 12 months thereafter.
vi. Contractor shall work with County to encourage employees to participate in HRAs.
vii. 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.
viii. At County request, Contractor will coordinate and order items for giveaways and County will be
billed for the cost of the giveaway items including items for raffles requested by County.
ix. 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 (HIPAA).
x. Clinic staff or Contractor shall contact by telephone, e-mail or letter each Patient identified as
having two or more high risk healthcare factors according to the HRA, and each Patient with at
least one risk factor at panic levels as defined by the HRA, within 12 months of the Clinic
opening. The Clinic staff shall be available during Clinic hours of operation to consult with and
assist in the development of a program for each Patient contacted.
xi. Additional blood tests may be included in the health risk assessment with County approval and
cost for tests paid by County.
xii. Contractor shall conduct an HRA on all new Clinic Patients upon first visit to the Clinic
g. The Contractor shall develop a marketing strategy for the introduction and promotion of the clinic to
Patients as determined 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 of the County and Patient
ii. Improving the Patients’ healthcare experience at the clinic
iii. Reducing the cost per capita of healthcare 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 the design layout of the space to serve as the Clinic of a minimum of 1,500
square feet, including at a minimum two examination rooms, two offices, one restroom, one
laboratory, a waiting room, secure storage for prescription drugs and general storage.
ii. All costs associated with renovating or preparing the Clinic space, located at 1340 NW Wall Street
in Bend, Oregon, shall be borne by the County.
iii. County shall provide for the clinic facility, equipment and furniture necessary to properly operate
the Clinic.
Page 13 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
iv. 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.
v. County shall provide Contractor access to Clinic during Clinic operating hours.
vi. County shall provide heat and air conditioning, janitorial service, replace light bulbs as needed and
other materials for the Clinic described in Sections 2d and 2e.
vii. County shall maintain the safe and proper operation of all equipment location within the Clinic.
viii. County shall ensure non-employee Patient access to the Clinic from the exterior of the facility
through a public access way.
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 effective date of any
termination of this Contract, 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. County shall pay
Contractor damages in the amount of $50,000 for each such breach.
b. Good Faith Deposit
i. Upon execution of this contract County shall pay Contractor a good faith deposit to help defray a
portion of the cost incurred by Contractor in establishing the Clinic. The good faith deposit shall
be $31,490.
ii. The good faith deposit is equal to the estimated sum of one month’s salary for one full-time nurse
practitioner and one full-time medical office assistant and one month’s estimated program
administration fee.
1. The salaries are based on 1/12 of annual salaries, based on 2,080 hours paid per year. A
rate of $95.00 per hour is used for a nurse practitioner, or $14,732.83, and $28.00 per
hour for a medical office assistant, $4,853.17.
2. The estimated program administration fee is based on 1,542 program participants at $7.72
per participant for a total of $11,904.
iii. The good faith deposit funds paid by the County shall be applied to the administrative fees and
staff salaries incurred for the first full month the clinic is in operation.
iv. In the event the Clinic is not opened on the date set forth in Section 5 as a result of failure of
Contractor to provide staff at the Clinic, then County shall have the right to terminate the Contract
and receive a full refund of the good faith deposit.
c. Electronic Data Sharing
i. County shall supply the data listed in Electronic Data Sharing (Exhibit 8) in electronic format
compatible with Contractor software systems, for Patients, in order to populate Contractor
database, 30 days prior to the initial health risk assessment and monthly thereafter.
ii. Contractor shall enter into a Business Associate Agreement, as defined in HIPAA, 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 8.
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 the Contractor database, including but not limited
to implementation of software interface, shall be borne by County.
vi. County acknowledges that the successful transfer of the data described herein is a condition
precedent to the application of the financial guarantee (Exhibit 6).
vii. All data transmitted must be in electronic non-facsimile format, i.e. CD, floppy disk, or direct
electronic interface.
d. Room Specifications
i. Private room with lock (windows must be covered), preferably with access through a non-
production facility
ii. Sound and vibration proofing
iii. 8’ x 10’ minimum
iv. Electrical outlets
v. Heated and air conditioned
Page 14 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
vi. Sink, or in very close proximity
vii. Restrooms in very close proximity
viii. Telephone
ix. Single clinician clinic requires internet access that can be provided by the County
x. Multiple clinician clinic/multiple exam room requires business class DSL or cable that does not
run through County’s network.
e. Clinic Supplies – County shall supply at a minimum the following clinic supplies:
i. Examination table
ii. Cabinet (preferably with doors for medical supplies
iii. Table for blood drawing station and supplies
iv. Mini-refrigerator with freezer
v. Mini refrigerator without freezer
vi. Desk
vii. Rolling chair for clinician
viii. Chair for counseling employee
ix. Locking file cabinet
x. Secure shredder dedicated to the Clinic
xi. Secure fax/printer/scanner machine (preferably in the Clinic or a secure area that is HIPAA
compliant)
xii. Phone list with extensions
xiii. Access to a copy machine
xiv. Paper towels
xv. Anti-bacterial soap for clinician
f. Advertising and Marketing - The County grants the Contractor the right to use Deschutes County on all
advertising and marketing of Contractor.
3. Consideration.
a. County shall pay Contractor a monthly administrative fee of $7.72 per month for each Patient actively
utilizing the clinic. A Patient will be identified as actively utilizing the clinic if they have utilized at least
one of the clinical services outlined in Section 1b in the previous 12-month period. The total administrative
fee will not be less than $11,904.00 per month (the equivalent of 1,542 Patients). 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.
b. 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 $125.00 per hour.
ii. Mid-level practitioner at a maximum of $95.00 per hour.
iii. Medical office assistants at a maximum of $28.00 per hour.
c. 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 CLIA waivers and medical
waste disposal services. All supplies and equipment required for the on-going operation of the clinic shall
be ordered and paid for by County. County shall have the option to utilize the Healthstat Master Contract or
contracts negotiated by County independently for medical and administrative supplies purchased for the
Clinic.
d. County will pay a one-time cost of $3,500 for the licensing fee associated with the electronic medical
record system
e. County shall pay Contractor a fee of $40.00 for each initial HRA, as described in Section 1f, provided to a
Patient.
f. County shall pay Contractor a fee of $28.00 for each PSA test performed on a male Patient older then 40
years old.
g. County shall pay Contractor based on a consolidated monthly invoice for any reference laboratory and
pathology services furnished to Patients at the Clinic. Unit prices for such services shall be based on a
percentage of the Medicare Fee Schedule. All lab services will be itemized by accession numbers and
totaled each month and submitted to County on one invoice for payment. County shall pay copying charges
of $0.75 per page for Patient medical records as requested upon termination of this Contract.
h. After the clinic has been in operation for 24 months, as identified in Section 5, the fees identified in
paragraph 3a, 3b, and 3c are subject to a 4% increase per year.
i. If the final rates negotiated with any Clinic staffer exceeds 110% of the estimated cost, County will have
the right to terminate this Contract.
Page 15 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
j. County shall pay Contractor a programming fee of $150 per hour for ad hoc reporting, data integration,
and/or testing. County and Contractor will agree to the number of programming hours in writing before any
programming services begin. In addition, Contractor will charge $200 for each data exchange based on the
frequency agreed to in writing by Contractor and County. The data exchange fee will not exceed $4,800 in
any calendar year.
k. 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 of the date of the invoice, a late payment
penalty in the amount of one and one-half percent (1½ %) per month shall be accrues on the unpaid balance
for each month or fraction thereof that payment is late.
4. Maximum Compensation.
a. Notwithstanding the provisions of Section 3 of this Exhibit 1, 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.
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
December 1, 2010.
ii. All educational sessions conducted for County employees by December 31, 2010.
iii. Health Risk Assessment offered by January 15, 2011.
iv. Clinic opens by February 1, 2011.
b. County will only pay for completed work that conforms to this schedule.
Page 16 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
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 this contract. Policies written
on a “claims made” basis must be approved and authorized by Deschutes County. Any contracted staff working
at the clinic must meet all professional liability coverage requirements.
Contractor Name___Healthstat 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.
Employer’s Liability Insurance with coverage limits of not less than $500,000 must be included.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
$500,000 $500,000
$1,000,000 $1,000,000
$2,000,000 $2,000,000
Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional
services provided under this Contract. The policy must provide extended reporting period coverage, sometimes
referred to as “tail coverage” for claims made within two years after this contract is completed.
Required by County Not required by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
Oregon Tort Claims Act limits Oregon Tort Claims Act limits
$1,000,000 $2,000,000
$2,000,000 $3,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury,
property damage, premises, operations, products, completed operations and contractual damages. The Oregon
Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies,
including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every
year.
By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as
an additional insured. The additional insured endorsement shall not include declarations that reduce any per
occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding
claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained.
Construction contracts may include aggregate limits that apply on a “per location” or “per project” basis.
Required by County Not required by County (One box must be checked)
Page 17 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Automobile Liability insurance with a combined single limit of not less than:
Per Occurrence
$500,000
$1,000,000
$2,000,000
Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a
motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on
some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this
contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the
business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal
automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business.
Required by County Not required by County (one box must be checked)
Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross-liability clause or
separation of insured's condition must be included in all commercial general liability policies required by this Contract.
Contractor’s coverage will be primary in the event of loss.
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed
Contract. The Certificate shall provide that there shall be no cancellation, termination, material change, or reduction of limits
of the insurance coverage without at least 30 days written notice from the Contractor’s insurer to the County. The Certificate
shall also state the deductible or, if applicable, the self-insured retention level. For commercial general liability coverage, the
Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers
are additional insureds with respect to Contractor’s services provided under this Contract. The endorsement must be in a
format acceptable to Deschutes County. If requested, complete copies of insurance policies shall be provided to the County.
Risk Management review Date
____________________________________ ___________________
Page 18 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B in addition to C below:
A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certify under penalty of perjury that Contractor is a [check one]:
5 Corporation Limited Liability Company Partnership authorized to do business in the State of Oregon.
_______________________________________ ____________________ ____________
Signature Title Date
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state
income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a
personal income tax return), and
2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently
established business registered with the State of Oregon, and
3. All of the statements checked below are true.
NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent
Contractor.
____ A. The labor or services I perform are primarily carried out at a location that is separate from my residence
or primarily carried out in a specific portion of my 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 Signature Date
Page 19 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor’s
knowledge:
1. Contractor has the power and authority to enter into and perform this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in
accordance with its terms;
3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance with the
highest professional standards; and
4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly licensed to
perform the services.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS 305.380(4),
6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any consideration and
payments paid to Contractor under this contract; and
7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any required
subcontracts.
_______________________________________ _____________________
Contractor Signature Date
Page 20 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
EXHIBIT 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
Workers’ Compensation Exemption Certificate
(To be used only when Contractor claims exemption from Workers’ Compensation coverage requirements)
Contractor is exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter
656 for the following reason (check the appropriate box):
SOLE PROPRIETOR
• Contractor is a sole proprietor, and
• Contractor has no employees, and
• Contractor shall not hire employees to perform this contract.
CORPORATION - FOR PROFIT
• Contractor’s business is incorporated, and
• All employees of the corporation are officers and directors and have a substantial
ownership interest* in the corporation, and
• The officers and directors shall perform all work. Contractor shall not hire other
employees to perform this contract.
CORPORATION - NONPROFIT
• Contractor’s business is incorporated as a nonprofit corporation, and
• Contractor has no employees; all work is performed by volunteers, and
• Contractor shall not hire employees to perform this contract.
PARTNERSHIP
• Contractor is a partnership, and
• Contractor has no employees, and
• All work shall be performed by the partners; Contractor shall not hire employees to
perform this contract, and
• Contractor is not engaged in work performed in direct connection with the
construction, alteration, repair, improvement, moving or demolition of an
improvement to real property or appurtenances thereto.
LIMITED LIABILITY COMPANY
• Contractor is a limited liability company, and
• Contractor has no employees, and
• All work shall be performed by the members; Contractor shall not hire employees to
perform this contract, and
• If Contractor has more than one member, Contractor is not engaged in work
performed in direct connection with the construction, alteration, repair,
improvement, moving or demolition of an improvement to real property or
appurtenances thereto.
*NOTE: Under OAR 436-050-050 a shareholder has a “substantial ownership” interest if the shareholder
owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least
equal to or greater than the average percentage of ownership of all shareholders.
**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption
even when performing construction work. The requirements for this exemption are complicated. Consult
with County Counsel before an exemption request is accepted from a contractor who shall perform
construction work.
__________________________________________ ___________________________________________
Contractor Printed Name Contractor Signature
________________________________________ __________________________________________
Contractor Title Date
Page 21 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Exhibit 5
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
Compliance with provisions, requirements of funding source and
Federal and State laws, statutes, rules, regulations, executive orders and policies.
Conflicts of Interest
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor’s knowledge:
1. If Contractor is currently performing work for the County, State of Oregon or federal government,
Contractor, by signature to this Contract, declares and certifies that Contractor’s Work to be performed
under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no
rules or regulations of Contractor’s employee agency (County State or Federal) would prohibit
Contractor’s Work under this Contract. Contractor is not an “officer,” “employee,” or “agent” of the
County, as those terms are 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 sub-
awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans and
cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with
the terms of this certification.
f. Contractor promises to indemnify County for any damages suffered by County as a result of
Contractor's failure to comply with the terms of this certification.
3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is
a material representation of facts upon which reliance was placed when this Contract was made or
entered into, submission of this certification is a prerequisite for make or entering into this Contract
imposed by Section 1352, Title 311, U.S. Code and that any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each failure.
_______________________________________ _____________________
Contractor Signature Date
Page 22 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Exhibit 6
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
Financial Guarantee
Contractor guarantees a return on investment of 1:1 over the first 18 months of the clinic’s operation at the County. Contractor
guarantees to reduce by 50% the program administration fee paid by County for the Clinic. The amount of fees at risk to be
refunded to the County will be determined based on the actual return on investment results calculated at the end of the first 18
months of clinic operation. The Clinic location return on investment will be calculated on a stand-alone basis based on the
following schedule:
Return on
Investment Results
Percentage of Fees at
Risk to be Refunded
1.0 or greater : 1 0%
0.9 : 1 10%
0.8 : 1 20%
0.7 : 1 30%
0.6 : 1 40%
0.5 : 1 50%
0.4 : 1 60%
0.3 : 1 70%
0.2 : 1 80%
0.1 : 1 90%
0.0 : 1 100 %
In accordance with the example set forth hereafter, if County satisfies the following terms and conditions and if the projected
return on investment is not realized:
1. All levels of management (including managers and supervisors at the On-Site Clinic location) embrace and support
wellness including usage of the On-Site Clinic. This is demonstrated by working with Contractor in the employee
education process. Advertising internally is also necessary including posting and distributing flyers announcing the clinic
and providing ongoing information to employees regarding the clinic.
2. The amount of fees at risk will be based on the actual percentage participation of employees eligible to take part in the
health risk assessment and the health risk assessment participants’ compliance with the clinic visitation frequency
guidelines. The amount of the fees at risk will vary based on the actual level of participation of the eligible employees.
Participation is defined as the employee’s involvement in the Health Risk Assessment and compliance with the
recommended clinic visitation frequency schedule determined based on each person’s risk profile. The following table
applies:
Eligible Employee
Participation Level
Percentage of Total Cost Paid
for the On-Site Clinic at Risk
90% 100%
80% 75%
70% 50%
69% or less 0%
Risk Factor/Panic Value Frequency of Visits
Any Panic Value Once every 90 days
4 to 8 Risk Factors Once every 90 days
1 to 3 Risk Factors Once every 180 days
0 Risk Factors Once every 360 days
3. County mandates that all eligible employees attend at least one (1) introductory education session facilitated by
Contractor detailing the program.
4. County provides access to the Clinic at no cost to the employee.
Page 23 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
5. Employee is not required to “clock-out” while using the Clinic.
6. Contractor will present a qualified candidate to staff the Clinic and County agrees to accept the candidate Contractor
presents.
7. County and Contractor agree the following calculation will be used to measure the financial impact of the Clinic on
medical and prescription drug claims prior to the opening of the Clinic.
a. Determine medical & prescription claims per employee per year (PEPY) effective on the date the clinic opens,
excluding all claimants who had expenses paid in excess of $75,000, by analyzing the actual cost the Health Care
Plan paid over the most-recent 24-month period.
b. Determine the anticipated health care trend over the first 18 months after the clinic opens.
c. Determine the actual medical & prescription claims PEPY over the 18-month period following the
clinic opening date, excluding all claimants who had expenses paid in excess of $75,000 over the most
recent 18 month period.
d. Analyze the difference between the actual PEPY and the trended PEPY to determine the PEPY cost
avoidance.
e. Multiply the difference between actual claims paid and the anticipated trended claims by the number of
clinic participants (see definition of Participant in #2 above).
f. Compare the cost avoidance to the actual amount paid for the Clinic Program to determine the Return
on Investment (ROI).
8. County agrees to remove from the paid claims totals any outlier claim in excess of $75,000 per claimant per year.
9. County agrees to provide Contractor detailed medical and prescription drug claims information and employee
demographic data for at least the 24-month period prior to the clinics opening and on a monthly basis after the effective
date of the clinic.
Page 24 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Exhibit 7
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
Business Associate Agreement
This Agreement made and entered into this ______ day of __________________, 2010 by and between
Deschutes County (“Covered Entity”) and Healthstat, Inc. (“Business Associate”) (jointly “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 the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) (i.e., the HIPAA Privacy Rule, the HIPAA Security Standards, and
the HIPAA Standards for Electronic Transactions (collectively referred to in this Agreement as “the
HIPAA Regulations”)), and (ii) the requirements of the Health Information Technology for Economic and
Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the
“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, the Parties agree that this Agreement shall supersede any previous business associate
agreement entered into by the Parties. Covered Entity and Business Associate agree to incorporate into this
Agreement any regulations issued by DHHS with respect to the HITECH Act that 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 the applicable
provisions of the HITECH Act.
NOW, THEREFORE, based upon the foregoing premises, the promises contained herein and other good
and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:
1. DEFINITIONS
a. “Protected Health Information” or “PHI” shall mean information created or received
by a health care provider, health plan, employer, or health care clearinghouse, that:
(i) relates to the past, present, or future physical or mental health 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 the individual; (ii) identifies the individual,
or with respect to which there is a reasonable basis to believe the information can be
used to identify the individual; and (iii) is transmitted or maintained in an electronic
medium, or in any other form or medium. The use of the term “Protected Health
Information” or “PHI” in this Agreement shall mean both 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
HITECH 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:
i. Names;
Page 25 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
ii. Postal address information, 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. Certificate/license numbers;
xi. Vehicle identifiers and serial numbers, including license plate numbers
xii. Device identifiers and serial numbers;
xiii. 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 information or interference with system
operations in an information system.
g. “Unsecured Protected Health Information” 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 terms used in this Agreement shall have the meanings set forth in the
applicable definitions under the HIPAA 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 terms 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 of precedence.
b. Where provisions of this Agreement are different from those mandated by the
HIPAA Regulations or the HITECH Act, but are nonetheless permitted by the
Regulations or the Act, the provisions of this 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 Information
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 permitted to use and disclose PHI for
Page 26 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
“treatment, payment, and health care operations” in accordance with the
HIPAA 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:
1. the use relates to: (1) 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 of confidentiality.
iii. Minimum Necessary Standard and Creation of Limited 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 27 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
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.
viii. 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 of Books 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. Termination for Breach.
1. 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.
iii. More specifically, to comply with the HIPAA Security Standards for PHI,
Business Associate agrees that it shall:
1. 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 28 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
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 destruction 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 destruction 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 username, 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 commercially 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 29 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
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 HIPAA 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 O 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 notify 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 notify 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 30 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
iii. Reporting to Covered Entity.
1. 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 (15) days after Business Associate learns of such
non-permitted use or disclosure – shall provide Covered Entity a
report that will:
a. Identify (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 access, use, or
received the non-permitted disclosure;
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 for 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 31 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
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 HIPAA and the HITECH 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: Dave Kanner, County Administrator
Phone: (541) 388-6565
Email: davek@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:
Healthstat, Inc.
Address: 4601 Charlotte Park Dr, Suite 390
Charlotte, NC 28217
Attention: Crockett Dale, President & CEO
Phone: 704.529.6161
Email: crockett.dale@healthstatinc.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 32 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and year first above
written.
Deschutes County Healthstat, Inc.
B y : B y :
Name: Name: _Susan C. Kinzler______
Title: Title: CFO & Executive Vice President
Date: D a t e :
Page 33 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Exhibit 8
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2010-544
Electronic Data Sharing
Following are the elements the County is required to provide to Contractor as described in this Agreement.
Demographic Data File Requirements
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 “DOB,”
“HireDate,” and “TermDate” columns.
5. Send complete files monthly to data@Healthstatinc.com. 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
HealthSTAT 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, III, 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
(mm/dd/yyyy ex: 01/21/1956)
Gender Employee Gender Required M or F
Max Size: 1 character
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PositionStatus Current Employee Status Required
Alpha from list: Active, Retired, Cobra,
Terminated, or Other
Max Size: 15 characters
Address1 Employee Home Address
Line 1 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
PlantLocation City of Employee’s
Plant/Work Location Required Alphanumeric
Max Size: 50 characters
HireDate Employee Date of Hire Required
Alphanumeric (numbers & slashes only)
Max Size: 10 Characters
(mm/dd/yyyy ex: 01/21/1956)
TermDate Date of Employee
Termination
Required
(if Position Status
= Terminated)
Alphanumeric (numbers & slashes only)
Max Size: 10 Characters
(mm/dd/yyyy ex: 01/21/1956)
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
HealthSTAT 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)
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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
(mm/dd/yyyy ex: 01/21/1956)
Gender Dependent Gender Required M or F
Max Size: 1 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
Address1 Dependent Home Address
Line 1
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 if same as
employee
Alphanumeric
Max Size: 2 characters
Zip Dependent Zip Code Optional if same 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 if same 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/formulas. Data should be in HIPAA-compliant format wherever possible.
Requirement (Medical) Description
Required Group Number
Optional Subgroup Number
Required Claim Number
Page 36 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Required Service Sequence number
Required Paid Date
Required Beginning Date of Service
Required Ending Date of Service
Optional Process Date
Optional Claim Begin Date
Optional Claim End Date
Required Patient's SSN
Required Patient's Last Name
Required Patient's First Name
Optional Patient's Middle Name
Required Patient's Gender
Required Patient's Date of Birth
Optional Patient's City
Optional Patient's State
Optional Patient's Zip Code
Required Patient Relationship to Policy Holder
Required Dependent Suffix
Required Policy Holder Number
Required Policy Holder's SSN
Required Policy Holder's Last Name
Required Policy Holder's First Name
Required Policy Holder's Gender
Required Policy Holder's Date of Birth
Optional Policy Holder's Zip Code
Optional In/Out Flag
Required* Place of Service Code
Optional Service Type Code
Required Procedure Code
Optional Procedure Modifier
Optional UB92 Revenue Code
Required Primary Diagnosis Code
Optional Secondary Diagnosis Code
Optional Tertiary Diagnosis Code
Optional Quaternary Diagnosis Code
Optional DRG (Diagnosis Related Group)
Optional ICD9 Procedure Code
Optional UB92 Bill Type
Optional Amount Requested
Required Amount Allowed
Required Paid Amount
Required Claim Type
Required Provider Number (Rendering Provider)
Required* Provider NPI
Page 37 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Required* Provider UPIN
Required* Provider DEA Number
Required* Provider Tax ID Number
Optional Provider Type
Required Provider Specialty Code
Optional* Provider First Name
Optional* Provider Last Name
Optional Provider Suffix
Optional Provider Address 1
Optional Provider Address 2
Optional Provider City
Optional Provider State
Optional Provider Zip Code
Requirement (Rx) Description
Required Group Number
Optional Subgroup Number
Required Rx Claim Number
Required Prescription Sequence
Required Paid Date
Required Date of service / Date Prescription Filled
Optional Process Date
Required Patient's SSN
Required Patient's Last Name
Required Patient's First Name
Optional Patient's Middle Name
Required Patient's Gender
Required Patient's Date of Birth
Optional Patient's City
Optional Patient's State
Optional Patient's Zip Code
Required Patient Relationship to Policy Holder
Required Dependent Suffix
Required Policy Holder Number
Required Policy Holder's SSN
Required Policy Holder's Last Name
Required Policy Holder's First Name
Required Policy Holder's Gender
Required Policy Holder's Date of Birth
Optional Policy Holder's Zip Code
Optional Pharmacy Number
Required National Drug Code
Required Drug Name
Optional Ordering Physician
Page 38 of 38 – Request for Proposal for Deschutes County Clinical Medical Services
Required Drug Quantity
Required Generic Indicator
Required Days Supply
Optional Amount Requested
Required Amount Allowed
Required Paid Amount
Optional Primary Diagnosis Code
*Claims data cannot be processed unless the demographic data files and any claims files contain the
same unique identifier (usually SSN) for each covered member, including 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 carrier, 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 dependent demographic data files.