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Doc 527 - Health Svcs Agrmt - Marc Williams
Deschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701 -1960 (541) 388 -6570 - Fax (541) 385 -3202 - www.deschutes.org AGENDA RE • UEST & STAFF REPORT For Board Business Meeting of December 2, 2009 Please see directions for completing this document on the next page. DATE: November 24, 2009 FROM: Nancy England, Contract Specialist Phone: 322 -7516 Health Services -- Behavioral Health Division TITLE OF AGENDA ITEM: Consideration of Approval of County Administrator's Signature of Document #2009 -527, personal services contract between Marc Williams, M.D. and Deschutes County Health Services. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: Contractor, Marc Williams, M.D., shall provide Medical Services as a Licensed Medical Practitioner in accordance with OAR's 309 - 032 -0535 (16) (a -c); 309 - 032 -0575 (4); and 309 -016- 0075 and shall serve as Medical Director of Deschutes County alcohol and Drug Program. These services shall include psychiatric assessments, medication prescribing and medication management, and provision of group and individual therapy for qualifying individuals. Medical services shall be provided and documented in a legible manner consistent with professional and community standards of care. Subject to availability of funds, County shall provide monthly payments to Contractor upon receipa of payment from the Department of Human services. County shall pay Contractor on a fee -for- service basis at $134.50 per hour. The maximum number of hours Contractor is authorized to wort; under this Agreement is forty hours per week. The Contractor agrees to pay County monthly rent of $500 in return for the County providing the office and meeting space, use of a computer, phone, e- mail and any other general office supplies required to carry out the terms of the contract. FISCAL IMPLICATIONS: Maximum compensation of $170,000. RECOMMENDATION & ACTION REQUESTED: Behavioral Health requests approval. ATTENDANCE: Nancy England, Contract Specialist DISTRIBUTION OF DOCUMENTS: An executed copy to: Nancy England, Contract Specialist, Health Services DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be retumed to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form electronically to the Board Secretary.) Date: Please complete all sections above the Official Review line. September 9, 2009 Department: Health Services, Behavioral Health Contractor /Supplier /Consultant Name: Contractor Contact: Dr. Williams Marc Williams, M.D. Contractor Phone #: Type of Document: Personal Services Contract 541 - 322 -7572 Goods and/or Services: Consideration and signature of document number 2009 -527, personal services contract between Marc Williams, M.D., and Deschutes County Health Services. Background & History: Contractor, Marc Williams, M.D., shall provide Medical Services as a Licensed Medical Practitioner in accordance with OAR's 309 -032 -0535 (16) (a -c); 309-032 -0575 (4); and 309 - 016 -0075 and shall serve as Medical Director of Deschutes County alcohol and Drug Program. These services shall include psychiatric assessments, medication prescribing and medication management, and provision of group and individual therapy for qualifying individuals. Medical services shall be provided and documented in a legible manner consistent with professional and community standards of care. Subject to availability of funds, County shall provide monthly payments to Contractor upon receipt of payment from the Department of Human services. County shall pay Contractor on a fee - for - service basis at $134.50 per hour. The maximum number of hours Contractor is authorized to work under this Agreement is forty hours per week. The Contractor agrees to pay County monthly rent of $500 in return for the County providing the office and meeting space, use of a computer, phone, e-mail and any other general office supplies required to carry out the terms of the contract. Agreement Starting Date: October 1, 2009 Annual Value or Total Payment: Ending Date: June 30, 2010 Maximum compensation is $170,000 ® Insurance Certificate Received (check box) Insurance Expiration Date: August 1, 2010 Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes ( <$150K) ® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) 9/9/200' ■ Funding Source: (Included in current budget? ® Yes ❑ No If No, has budget amendment been submitted? ❑ Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No Special conditions attached to this grant: Deadlines for reporting to the grantor: If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant- funded position so that this will be noted in the offer letter: ❑ Yes ❑ No Contact information for the person responsible for grant compliance: Name: Phone #: Departmental Contact and Title: Phone #: 541 - 322 -7518 Department Director Approval: Nancy England, Contract Specialist Sig a re Date Distribution of Document: Return both originals to Nancy England, Mental Health Department. Official Review: County Signature Required (check one): ESI BOCC ❑ Department Director (if <$25K) ❑ Administrator/(if >$2c but <$150K; if >$150K, BOCC Order No. ) Legal Review ' - ( Date /6' ; 5 - J9 Document Number 2009 -527 9/9/200 Nov 10 2009 10:58AM TRIR INC 541- 383 -8949 P•2- InY'tk: Commercial Certificate of Insurance ft FARMERS' Agency Scott Robson , Name , 644 NE GREENWOOD AVE #1 Issue•Date (iv11v1ADJ ) & • Bend, OR 97701 -4569 11/06/2009 Address • 541- 382 -9111 This certificate is issued as a matter of information only and confers uo rights upon the certificate bolder. This certificate does not amend, extend 0' alter the coverage afforded by the policies shown below. St. 73 Dist. 09 Agent 354 Companies Providing Coverage: Insured Company A Truck Insurance Exchange . WILLIAMS, MARC Letter Name • 3073 NW COLONIAL DR . Company B Farmers Insurance Exchange Le & • BEND, OR 97701 tter Address • Company CMid- Century insurance Company Letter Company D Letter (overages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other docum ent with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein Is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reducei by paid claims CD Ltr. Type of' Insurance Policy Number 034978089 Date livIIvI,or NYJ r 08/09/2009 Date Ova+�D�nY1 08/09/2010 Policy Limits General Aggregate Products -Comp ,OPS Aggregate Personal & Advertising Injury Each Occurrence Fire Damage Bony one fire) Medical Expense (Any one person) - $ 2,000,000 $ 1,000,0(+ $ 1,000,00) $ 1,000,00 ) $ 75,000 $5,000 B X x General Liability Commerclai General liability - Occurrence Version Contractual - Incidental Only Owners & Contractors Prot. Automobile Liability All Owned Commercial - Autos Scheduled Autos Hired Autos Non -Owned Autos Garage Liability Combined Single Limit Bodily Injury (Per person) Bodily Injury (Per a cldent) Property Damage Garage Aggregate $ $ $ $ $ Umbrella Liability Lirnit $ Workers' Compensation and Employers' Liability Statutory Each Accident Disease -Each Employee Disease - Policy Limit $ $ $ Description of Operations NehiclesiR estrictions/5peclal items: 1128 NW HARRIMAN ST, BEND, OR 97701 Certificate Holder Cancellation . DESCHUTES COUNTY, ITS OFFICERS Should any of the above described Name . AGENTS, EMPLOYEES, VOLUNTEER thereof, the issuing company & • 2577 NE COURTNEY DR. certificate holder named to Ad dress • BEND, OR 97701 obligation or liability of : y Sarah Gustafson- /"1 policies be cancelled before the expiration late will endeavor to mail 33days written notice to he the left, but failure to mail such notice shall Imp, se no kind up, n the company, Its agents or representatives. L.1� L`' „e- 4. a 4 Authorized Representative 'I 562492 494 Copy Distribution: Service Center Copy and Agent's Copy H -03 CNA OMA/CNA Physicians Protection Program CERTIFICATE OF INSURANCE THIS CERTIFICATE OF INSURANCE IS NOT AN INSURANCE POLICY AND IS ISSUED AS A MATTER OF INFORMATION ONLY. IT CONFERS NO RIGHTS UPON THE HOLDER. NAME AND ADDRESS OF INSURED: ISSUED BY: Continental Casualty Company Marc V. Williams MD 3073 NW Colonial Drive Bend, OR 97701 A Claims -Made Professional Liablity Policy POLICY NUMBER POLICY PERIOD LIMITS OF LIABLITY PRIOR ACTS DATE PSC 2074998280 08/01/09 - 08/01/10 1,000,000 Per Claim 04/01/2001 3,000,000 Aggregate NAME AND ADDRESS OF CERTIFICATE HOLDER: TO WHOM IT MAY CONCERN This Certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this Certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. 1. Photocopies of this document are deemed as valid as the original. IL If the Policy, or coverage for any person, is canceled for any reason or if the terms of the policy are changed, we will notify the First Named Insured only. AUTHORIZED REPRESENTATIVE DATE ISSUED: July 13, 2009 CNA HealthPro,Two Centerpointe Dr, Ste 200, Lake Oswego OR 97035 (800) 341 - 3684 GSL2929XX Ed. 07 08 Nov 20 2009 9:53AM TRIR INC POLICY NUMBER: 03497 -80 -89 541- 383 -8849 p.2 BUSINESSOWNERE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE* Name Of Person Or Organization: DESCHUTES COUNTY, ITS OFFICERS AGENTS, EMPLOYEES; VOLUNTEERS • Information required to complete this Schedule, if not shown on this endorsement, will be shown in thia Declarations. The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form: 4. Any person or organization shown in the Sched- ule is also an insured, but only with respect to liability arising out of your ongoing operations or premises owned by or rented to you. BP 04 48 01 97 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 ❑ ,REVIEWElD LEAL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2009 -527 This Contract is made and entered into by and between Deschutes County Health Services, a political subdivisior of the State of Oregon, 2577 NE Courtney Drive, Bend, OR 97701, hereinafter referred to as "County ", and Marc V. Williams, NI.D., 3073 NW Colonial Dr., Bend, OR 97701, hereinafter referred to as "Contractor ". The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be October 1, 2009 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 June 30, 2010, whichever date occurs last. 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. This Agreement may be renewed or extended only upon written agreement of the parties. Statement of Work. Contractor shall perform the work described in Exhibit 1. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1 -11 and Exhibits 1, 2, 3, 4, 5, 6 and 7. CONTRACTOR DATA AND SIGNATURE Contractor Address: 3073 NW Colonial Dr., Bend, OR 97701 Federal Tax ID# or Social Security #: 569 -94 -7768 Is Contractor a nonresident alien? ❑Yes ,,© No Business Designation (check one): i1 Sole Proprietorship ❑ Partnership ❑ Corporation -for profit ❑ Corporation- non - profit ❑ Other, describe: LLC 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 and, if applicable, Exhibit 6 and 7. gel ignatur Title are., ft tit e wts / — 67 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 Tess than $150,000 are not valid and not binding on the County until signed by thy: County Administrator or the Board of County Commissioners. Dated this of , 2009 Dated this of , 2009 Scott Johnson, Director David Kanner, County Administrator Page 1 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 DC-2009..527 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and manner set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings and deliverables submitted by Contractor. b. All Contractor billings are subject to the maximum compensation amount of this Contract. c. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses, (See Exhibit 5). 1) If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be signed by both parties and fully executed before Contractor performs work subject to the amendment. 2) No payment shall be made for any services performed before the beginning date or after the expiration date of this Contract. d. This Contract shall not be amended after the expiration date. e. Unless otherwise specifically provided in Exhibit 5, Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shat 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. h. Contractor shall not expend funds on the delivery of a service in excess of the amount reasonable and nec€ ssary to provide quality service. Funds may only be used for the delivery of the service or services set out in this piragraph unless written permission is granted to use the funds for other services in accordance with this Contract. F Jnds for Alcohol and Drug Abuse Services may not be used for: (1) inpatient hospital services; (2) cash payments to ntended recipients of health services; (3) to purchase or improve land, to purchase, construct or permanently improve (other than minor remodeling) any building or other facility or to purchase major medical equipment; (4) to saisfy any requirement for expenditure of non - federal funds as a condition for receipt of federal funds (whether the federal funds are to be paid under this Agreement; (5) to provide financial assistance to any entity other than a public or non- profit entity; (6) to carry out any program prohibited by section 245(b) of the Health Omnibus Programs Extensicn Act of 1988 (codified at 42 USC 300ee(5); and (7) expend amounts in excess of allowable costs under federal OMB Circular A -133. i. Contractor shall submit the final monthly expenditure report under this Contract no later than thirty (30) days following the end of the fiscal year. Fiscal year shall be based on the period July 1 through June 30. j. Expenditures of Contractor may be charged to this Contract only if they: (1) are in payment for services performed under this Contract; (2) conform to applicable State and Federal regulations and statutes; (3) are in payment of an obligation incurred during the period of this Contract; and (4) are not in excess of 100% of program costs. An' County funds spent for purposes not authorized by this Contract shall be deducted from payments or refunded to County, at County's option. Payments by County in excess of authorized actual expenditures shall be deducted from payment or refunded to County no later than thirty (30) days after the expiration of this Contract. If Contractor fails to provide an acceptable audit performed by a certified public accountant for federal funds received under this Contract, or ;f federal authorities demand the repayment of federal funds received under this Contract, County may recover all federal funds paid under this Contract, unless a smaller amount is disallowed or demanded. If Department disallows or requests repayment for any funds paid under this Contract due to Contractors' acts or omissions, Contractor shdll make payment to the County of the amount disallowed or requested. In the event that the Department determines that County is responsible for the repayment of any funds owed to the Department by Contractor, Contractor agrees to make such payment within ten days of notification by County or the Department of said determination; by the Department. k. In the event that a statutorily required operating license or letter of approval is not extended or suspended, County's obligation to provide reimbursement for services or program expenses hereunder related to services renderer l without the necessary license or approval will cease on the date of termination of this Contract (whether in whole or it part) or the date of expiration or suspension of the license or letter of approval, whichever date is earlier. Page 2 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 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 oblication 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 of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontra :tor. 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 tine. b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this Contract. 2) This Contract may be modified to accommodate the change in available funds. 3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the servi es are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the `unding 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 ex'ension 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 writter notice from the County specifying such failure, the Contractor fails to correct such failure within 10 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior 1 ) 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, if en the Contractor may terminate this Contract at any time thereafter by giving notice of termination. Page 3 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 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, hen 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 a iy limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to this Contract and interest within the limits set forth under ORS 293.462, and 2) with respect to deliverable -based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claini(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 obligz tions or liabilities of either party already reasonably incurred prior to such termination. 1) Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. 2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in acc xdance 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, Ccntractor 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 urder 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' 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. g. Differences between a Contractor and County, or between contractors, will be resolved when possible at appropriate management levels, followed by consultation between boards, if necessary. County's Director will have ultimate responsibility for resolution of disagreements among subcontract agencies. 9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract, Contrac or shall immediately cease all activities under this Contract unless County expressly directs otherwise in such r otice of termination. a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works -in -1 rogress 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. Page 4 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 10. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sec uences and procedures of performing the work, subject to the plans and specifications under this Contract and ;hall 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 equipTnent 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 pro ect 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 land the unlawful selling, possession or use of controlled substances while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. a. Prior to executing this Contract, the Contractor shall provide County the Certificates of Insurance, or ccpies of Insurance policies and declarations, issued by an insurance company licensed to do business in the State of Dregon as evidence of meeting insurance required under this paragraph. b. Contractor shall immediately notify County if any insurance coverage required by this Contract will be cance ed, not renewed, restricted or modified in any way. Contractor shall immediately notify County orally of the cancellation or restriction and shall confirm the oral notification in writing within three days of notification by the insurance company of Contractor. c. Thirty-day cancellation notice endorsement is required on all policies. d. County reserves the right to require complete, certified copies of all required insurance policies at any time. e. The insurance coverages provided for herein must be endorsed as primary and non - contributory to any insurance of Owner, its officers, employees or agents. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this Contract. b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not incluie any mark -up unless the mark -up on expenses is specifically agreed to in this Contract. c. The cost of any subcontracted work approved in this Contract shall not be marked up. d. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this Contract. e. The limitations applicable to reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor and Contractor's employees and agents are subject to periodic criminal background investigations by County and, if such investigations d sclose 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 Cate as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as foll )ws: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or Jerson doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicat le, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to Cour ty and Contractor records understand and comply with this confidentiality provision. Page 5 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 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 minx child, or the child's guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. e. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ("HIP /A"). 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 corr pliance with HIPAA. h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County, which, if attached hereto, shall become a part of this Contract. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services prov ded by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be supperted by documentation in Contractor's possession from third parties. a. Contractor agrees to prepare and furnish such reports and data as may be required by County and the Department, including but not limited, to financial reports documenting all expenditures of funds under this Agreement in accordance with generally accepted accounting procedures, client records which contain client identification, problem assessment, treatment (including any training and /or care plan), appropriate medical information, and progres; notes, including a service termination summary and current assessment or evaluation instrument as designates in the administrative rules. It is understood that due to the limited nature of Contractor's services under this Contract, not all of these documents will have been prepared by Contractor and therefore need not be furnished. Department Client Process Monitoring System (CPMS) data, Community Mental Health Provider Report, and Termination Service Recording Form shall, if necessary, be completed in accordance with Department requirements and submitted to Department through County. Contractor agrees to, and does hereby grant County and the Department the right to reproduce, use and disclose for County or Department purposes, all or any part of the reports, data, and technical information furnished to County under this Contract. Contractor shall make available to County, Department send any client of Contractor as defined in Exhibit "A" of the contract referenced in Exhibit 1, paragraph 1 A., of this Contract, any and all written materials in alternate formats in compliance with Department's policies or administrative rules. For purposes of the foregoing, "written materials" includes, without limitation, all work product and contracts relates.; to this Contract. b. Contractor shall prepare and furnish the following information to Department when a Service is delivered: 1) Client, Service and financial information as specified in the Service Description. 2) All additional information and reports that Department or County reasonably requests. 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 recorcs 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 )eriod, the records shall be retained until all issues arising out of the action are resolved or until the end of th'') three year period, whichever is later, b. County and its authorized representatives shall have the right to direct access to all of Contractor's Dooks, 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 lirr ited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contra( tor 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 pr( mises to access and inspect the books, documents, papers, computer software, electronic files and an other records of the Contractor which are directly pertinent to this Contract. Page 6 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 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 a (clusive property of County. a. County and Contractor intend that such Work Product be deemed "work made for hire" of which County shall be deemed author. b. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably as signs to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from ccpyright, 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 )rder to fully vest such rights in County. d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and r II rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restr::tion 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, Ilse 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 berialf 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 connect on with activities carried out under this Contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 21. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the su eject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infrinnes 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 of this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim in th, name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the ;.ounty or any of its departments or agencies without first receiving from the County's legal counsel, in a form and i Wanner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, n )r shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims A( t, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its ( fficers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and ex )enses Page 7 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 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. Compliance with provisions, requirements of funding source and Federal and State laws, statutes rules, regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. a. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. b. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Contract. c. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: 1) Titles VI and VII of the Civil Rights Act of 1964, as amended; 2) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; 3) the Americans with Disabilities Act of 1990, as amended and ORS 659A.112 through 659A.139; 4) Executive Order 11246, as amended; 5) the Health Insurance Portability and Accountability Act of 1996; 6) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1'.)75, as amended; 7) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended; 8) ORS Chapter 659A, as amended; 9) all regulations and administrative rules established pursuant to the foregoing laws; and 10) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. d. The above listed laws, regulations and executive orders and all regulations and administrative rules esta )fished pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. e. Contractor shall comply with all mandatory standards and policies that relate to resource conservation and recovery pursuant to the Resource Conservation and Recovery Act (codified at 42 USC 6901 et. seq.). Section 6002 of that Act (codified at 42 USC 6962) requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by the Environmental Protection Agency. Current guidelines are set forth in 40 CFR Parts 247 -253. f. Contractor shall comply with federal rules and statutes pertaining to the Substance Abuse, Prevention, and Treatment Block Grant, including the reporting provisions of the Public Health Services Act (42 USC 300x through 30)x -64). Without limiting the generality of the preceding sentence, Contractor shall comply with the requirements sot forth below: 1) Women's Services. All Providers of A &D 61 and A &D 62 services (including Counties that provide such services directly), must: a) Treat the family as a unit and admit both women and their children if appropriate. b) Provide or arrange for the following services to pregnant women and women with dep +ndent children: 1. Primary medical care, including referral for prenatal care; 2. Pediatric care, including immunizations, for their children; 3. Gender - specific treatment and other therapeutic interventions, e.g. sexual and physical abuse counseling, parenting training, and child care; 4. Therapeutic interventions for children in custody of women in treatment, which acdress, but are not limited to, the children's developmental needs and issues of abuse and neglect; and 5. Appropriate case management services and transportation to ensure that women and their children have access to the services in (1) through (2) above. 2) Pregnant Women. All Providers of A &D services other than A &D 70 services (including Counti that provide such services directly) must: a) Within the priority categories, if any, set forth in a particular Service Descriptior , give preference in admission to pregnant women in need of treatment who seek, or are r( ferred for, and would benefit from, such services; b) Perform outreach to inform pregnant women of the availability of treatment services to •geted to them and the fact the at pregnant women receive preference in admission to these programs; Page 8 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 c) If the Provider has insufficient capacity to provide treatment services to a pregnant woman, refer the woman to another Provider with capacity or if no available treatment capacity can be located, refer the women to the Department's Office of Alcohol and Drug Abuse programs for referral to another provider in the state. 3) Intravenous Drug Abusers. All Providers of A &D services other than A &D 70 services (ircluding Counties that provide such services directly) must: a) Within the priority categories, if any, set forth in a particular Service Description and subject to the preference for pregnant women described above, give preference in admission to intravenous drug abusers; b) If the Provider reaches 90 percent of its capacity to admit intravenous drug abusers, the Provider must attempt to refer an intravenous drug abuser seeking admission, to smother Provider and provide notice of such referral or attempted referral to the Department's (Tice of Alcohol and Drug Abuse Programs; c) If the Provider receives a request for admission to treatment from an intravenous drug abuser, the Provider must, unless the Provider succeeds in referring the individual to another Provider with treatment capacity under the circumstances described in (2) above, admit the individual to treatment not later than: 1) 14 days after the request for admission to Provider's services is made; or 2) 120 days after the date of such request if no provider has the capacity to admit the individual on the date of such request and, if interim services are made available rot less than 48 hours after such request. d) For purposes of (3) above, "Interim Services" means: 1) Services for reducing the adverse health effects of such abuse, for promoting the health of the individual, and for reducing the risk of transmission of disease, including counseling and education about HIV and tuberculosis, the risks of needle sharing, the r sks of transmission of disease to sexual partners and infants, and steps that can be tE ken to ensure that HIV and tuberculosis transmission does not occur; 2) Referral for HIV to TB treatment services, where necessary; and 3) Referral for prenatal care if appropriate, until the individual is admitted to a Prcvider's services. 4) Providers who treat recent intravenous drug users (those who have injected drugs within the past year) in more than one -third of their capacity, shall carry out outreach activities to encourage individual intravenous drug abusers in need of such treatment to undergo treatment, and shall document such activities. 4) Infectious Diseases. All Providers of A &D services other than A &D 70 services (including Counties that provide such services directly) must: a) Complete a risk assessment for infectious disease including Human Immunodeficiency Virus (HIV) and tuberculosis, as well as sexually transmitted diseases, based on protocols established by the Department, for every individual seeking services from the Provider; and b) Routinely make tuberculosis services available to each individual receiving services for alcohol /drug abuse either directly or through other arrangements with public or non- profit entities and, if the Provider denies an individual admission on the basis of lack of capacity, refer the individual to another provider of tuberculosis services. c) For purposes of (2) above, "tuberculosis services" means: 1) Counseling the individual with respect to tuberculosis; 2) Testing to determine whether the individual has contracted such disease and testing to determine the form of treatment for the disease that is appropriate for the individual and 3) Appropriate treatment services. 5) Infectious Diseases. Neither County nor any Provider of A &D services shall knowingly and willfully make or cause to be made any false statement or representation of a material fact in connectic n with the furnishing of items or services for which payments may be made by the Department. 6) Oregon Residency. A &D services funded through this Agreement may only be provided to re: idents of Oregon. Residents of Oregon are individuals who live in Oregon. There is no minimum arm unt of time an individual must live in Oregon to qualify as a resident so long as the individual inte Ids to remain in Oregon. A child's residence is not dependent on the residence of his or her parents. , child living in Oregon may meet the residency requirement if the caretaker relative with whom the child is living is an Oregon resident. 7) Tobacco Use. All Providers of A &D services (including Counties that provide such services d rectly) that have designated treatment capacity for children, adolescents, pregnant women, and women with Page 9 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 g. dependent children must implement a policy to eliminate smoking and other use of tobaccc at the facilities where the services are delivered to on the grounds of such facilities. 8) Department of Human Services Referrals. All providers of A &D Services other than A &D 70 services must, within the priority categories, if any, set forth in a particular Service Description and subject to the preference for pregnant women and intravenous drug users described above, give preference in service delivery to persons referred by the Department. 9) Barriers to Treatment. Where there is a barrier to delivery of an A &D Service due to culture, gender, language, illiteracy, or disability, Contractor shall develop support services available to address or overcome the barrier, including: a) Providing, if needed, hearing impaired or foreign language interpreters. b) Providing translation of written materials to appropriate language or method of communication. c) Providing devices that assist in minimizing the impact of the barrier. d) Not charging clients for the costs of measures, such as interpreters, that are required to provide nondiscriminatory treatment. 10) Contractor shall not knowingly and willfully make or cause to be made any false statement or representation of a material fact in connection with the furnishing of items or Services for which payments may be make by Department. To the extent Contractor provides any service whose costs are paid in whole or in part by Medicaid, Contractor shall comply with the federal and state Medicaid statutes and regulations applicable to the service, including but not limited to: 1) Keep such records as may be necessary to disclose the extent of services furnished to clients and, upon request, furnish such records or other information to the Department, the Medicaid fraud sectior of the Oregon Department of Justice and the Secretary of Health and Human Services; 2) Comply with all applicable disclosure requirements set forth in 42 CFR Part 455, Subpart B; 3) Comply with any applicable advance directive requirements specified in 42 CFR Section 431.10 '(b)(4); and 4) Comply with the certification requirements of 42 CFR Sections 455.18 and 455.19. h. Contractor shall comply with the Pro - Children Act of 1995 (codified at 20 USC Section 6081 et. seq.). 23. 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 priv lege. b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 24. 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 horn or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Des;hutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it s1iall 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 3oods shall not apply. 25. 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. 26. Counterparts. This Contract may be executed in several counterparts, all of which when taken togethe 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. 27. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties he eto 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. Page 10 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 a. b. c. Any communication or notice by personal delivery shall be deemed delivered when actually giver to the designated person or representative. 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. 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: Marc V. Williams, M.D. 3073 NW Colonial Drive Bend, OR 97701 Phone No. 541 - 322 -7572 To County: Scott Johnson Deschutes County Health Services 2577 NE Courtney Dr. Bend, Oregon 97701 Phone No. 541 - 322 -7500 28. 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 it writing signed by both parties. c. Any written waiver, consent, modification or change shall be effective only in the specific instance anc for the specific purpose given. 29. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 30. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the ric hts and obligations set forth in Sections 4, 5, 8, 9, 15, 17, 18, 20 -28, 29 and 31. 31. 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, t -ade 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, a iy other warranties provided Page 11 of 11— Behavioral Health - Personal Services Contract No. 2009 -527 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: Contractor shall provide Medical Services as a Licensed Medical Practitioner (LMP) in accordance with OAR's 309 - 032 -0535 (16)(a -c); 309 - 032 - 0575(4); and 309 - 016 -0075 and Medical Director for Deschutes County Alcohol and Drug Program according to OAR 415 - 051 - 0005921. Contractor shall perform :he services described and funded by and through County's contract with the State of Oregon Departments of Human Services (Department). Services shall be performed in accordance with a schedule approved by :he County. A. SERVICES TO BE PERFORMED Under Service Element 20, 22, 25 and 30, Medical services shall be provided and documented in a legible manner consistent with professional and community standards of care and shall include the following: 1) Orders for medication, laboratory and other medical procedures shall be recorded in the clinical record in conformance with standard medical practice. Such orders, whether written or verbal, shall be initia:ed and authenticated by a LMP. Consultation and /or exchange of information with other medical personnel who are not employed by, or under contract to, the provider shall be documented in the clinical record 2) Written documentation of medications prescribed for the consumer by a LMP shall be maintained in :he clinical record. Documentation for each medication prescribed shall include the following: a) A copy or detailed written description of the signed prescription order; b) The name of medication prescribed; c) The prescribed dosage and method of administration; d) The date medications were prescribed, reviewed, or renewed; e) The date, the signature and credentials of staff administering and /or prescribing medications; and 3) Medication use record which contain: a. Medication progress notes b. Observed side effects including laboratory findings; c. Medication allergies and adverse reaction; and d. Documentation that the consumer was asked about possible adverse effects of medications, including sexual dysfunction, and evaluation for tardive dyskinesia when appropriate. 4) Contractor shall provide Medical Supervision in determining the medical appropriateness of rehabilitative mental health services. Medical supervision shall be performed at least annually by reviewing the Comprehensive Mental Health Assessment and approving the revised Treatment Plan. 5) Contractor agrees to be designated as Deschutes County Mental Health Medical Director for mental health and alcohol and drug programs and perform the following: a. Assist in the development of department policies and procedures for the delivery and documentalion of medical services. b. Approve all medical protocols for the alcohol & drug treatment program as required by OAR 415- 051 -0040. c. Provide clinical consultation and coordination with other contracted Deschutes County Mental Health psychiatrists and nurse practitioners. d. Serve as leader of the Medical Team. e. In addition to providing Medical Supervision as described above, provide consultation as needed to clinical staff including Qualified Mental Health Associates and Professionals (QMHA and QMI-IP) and nursing staff. 6) Contractor shall also provide: Psychiatric assessments, medication prescribing and medication management, individual therapy, training of Primary Care Providers in the community, community education and staff consultations at Deschutes County Mental Health Department, as funded by and through County's contract with the State of Oregon Mental Health and Developmental Disability Servic es Division. Services shall be performed in accordance with a schedule approved by the County. Page t of. - Exhibit 1 — Personal Service Contract No.2009 -527 7) Contractor shall legibly document all client contacts including assessments, chart notes, medication records and service tickets (unless completed by mental health staff at time of service) to facilitate County accurately recording services provided to individual clients. 8) Contractor shall facilitate communication with the "Primary Care Provider" and county providers, via telephonic and /or written methods, for each client seen including contractor initiated changes in medication regimen, pertinent chart notes and other information to coordinate a high quality of client care. Contractor will comply with all privacy and security regulations under the Health Information Portability and Accountability Act (HIPAA). 9) Contractor shall provide full assistance to County in billing and recovering revenue from all legal resources by keeping all licenses and certificates current including all certification required by state aid federal governments to provide reimbursement for services (OHP /Medicaid /Medicare, etc.) Contractor shall provide County with copies of licenses, certificates of insurance and evidence of CME's. 10) Contractor shall provide county with a detailed billing statement on a monthly basis which notes dates of service, number of clients seen, hours worked and is consistent with county requirements. Bills are to )e submitted to coordinator for review and reimbursement. 11) Contractor will give advanced notice to county of planned and /or anticipated absences and assist County n arranging psychiatric coverage when absences exceed one week. Contractor shall alert county as soon Es possible in event of unanticipated absence. 12) Effective Date of Amendment. This agreement shall take effect as soon as executed by the parties, but no later than October 1, 2009 All other provisions of the agreement shall continue in full force and effect for the duration of the agreement. B. REGULATIONS & DUTIES Contactor shall comply with all applicable provisions of that certain 2009 -2011 County Financ al Assistance Contract, as amended, including applicable Service Descriptions attached thereto, effecti te July 1, 2009, Contract #127295 between the State of Oregon acting by and through its Department of Human Services and Deschutes County. Contractor agrees to comply with the rules and regulations of County, applicable provisions in the Contract between County and the Department, incorporated herein by reference, as of the effective date of the Contract, applicable provisions of the Administrative Rulos and Procedures of the Department, applicable Federal regulations and all provisions of Federal and State statutes, rules and regulations relating to Contractor's performance of services under this Contract. Any act or duty of County, imposed upon County by Department, which, by the nature of this Contract County determines to be within the scope of this Contract and is to be performed by Contractor, Contractor shall perform on behalf of County. No federal funds may be used to provide services in violation of 42 USC 14402. C. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS AND MAKING PAYMENTS Contractor shall submit monthly reports following the end of each calendar month, but no later than 30 days following the end of the calendar month. The report shall include a summary of services, including, but not limited to, date of bill, amount billed, billing period including month and year ar d amount billed year -to -date. All notices, bills and payments shall be made in writing and may t e given by personal delivery or by mail. Contractor shall submit the final monthly report under th s Contract no later than 30 days following expiration or termination of the Contract. Notices, bills, and payments sent by mail should be addressed as follows: Contractor: Marc V. Williams, M.D. 3073 NW Colonial Drive Bend, OR 97701 Attn: Marc Williams County: Phone: (541) 322 -7572 Deschutes County Health Services 2577 NE Courtney Drive Bend, OR 97701 Phone: (541) 322 -7516 Attn: Nancy England Fax: (541) 322 -7565 Page 2 of; - Exhibit 1 — Personal Service Contract No.2009 -527 2. County Services. County shall provide Contractor, at County's expense, with material and services described as follows: a. County shall provide an individualized service plan for its specifically named client in order to obtain Contractor's services. b. County shall provide an office or other location mutually agreed upon between the Contractor and the County. 3. Consideration. Subject to availability of funds, County shall provide monthly payments to Contractor upon receipt of payment from the Department, for rendering services listed in this Contract. The amount of these monthly payments will be based primarily on the amount received by County from the Department. However, County may increase or decrease the amount of the monthly payment based on the needs of Contractor. a. County shall pay Contractor on a fee - for - service basis at $134.50 per hour. The maximum number of hours Contractor is authorized to work under this Agreement is forty hours per week. b. Notwithstanding any other payment provision of this Contract, should Contractor fail to submit requimd reports when due, or fail to perform or document the performance of contracted services; County sh 311 immediately withhold payments under this Contract. c. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 ❑ YES ® NO [Check one] 4. The maximum compensation. a. The maximum compensation under this Contract, including allowable expenses is, $170,000, under Service Element 20, 22, 25 and 30. 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. 1) 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. 2) Contractor shall notify County in writing of the impending expiration of this Contract thirty (31)) calendar days prior to the expiration date. c. Rent. Contractor agrees to pay the County monthly rent of $500.00 in return for the County providing the Contractor office and meeting space, use of a computer, phone, e -mail via the County Intra -net, and any other general office supplies required to carry out the terms of the contract. Rent is due on the final day 3f the month for the duration of this Contract. 5. Schedule of Performance or Delivery. a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with ti-e schedule listed in Exhibit 1, Paragraph 1. b. County will only pay for completed work that conforms to the terms of the Contract. 6. Renewal. This Contract may be renewed, subject to the following conditions: a. Renewal will be based on the County Annual Implementation Plan approved by the Department. b. Renewal is subject to the availability of funding. Page; of3 - Exhibit 1 — Personal Service Contract No.2009 -527 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 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. Contractor Name: Marc V. Williams, M.D. 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: P r Single Claimant and Incident Ali Claimants Arising from Single Incident Oregon Tort Claims Act limits K 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. x Required by County y Not required by County (One box must be checked) Page 1 of 2 - Exhibit 2 - Personal Service Contract No. 2009 -487 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 Toss. 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 Deschute:, 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 Manage ent revie Page 2 of 2 - Exhibit 2 - Personal Services Contract No. 2009 -527 Date ,/ay EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]: ❑ Corporation ❑ Limited Liability Company ❑ Partnership authorized to do business in the State of Oregon. Signature Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal ind state income tax returns last year in the name of the business (or filed a Schedule C in the name of ;he 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. 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 :he location of the business. B. I bear the risk of loss related to the business or provision of services as shown by factors sl.ich as: (a) fixed -price agreements; (b) correcting defective work; (c) warranties over the service: or (d) indemnification agreements, liability insurance, performance bonds or professional liab lity insurance. L C. I have made significant investment in the business through means such as: (a) purchas ng 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 an if necessary to fire such persons. 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 /t2-3 ,0-1 Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -527 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 accorda ice with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and luly licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in C RS 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 Date Page 2 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -527 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 Workers' Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following 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 he corporation, and The officers and directors shall perform all work. Contractor shall not hire other employees to perform 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 vc h the construction, alteration, repair, improvement, moving or demolition of an improvement to real property )r appurtenances thereto. *NOTE: Under OAR 436 - 050 -050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation ( r, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership )f 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 s accepted from a contractor who shall perform construction work. r �9t 6t evt4A -s � G Contractor Printed Name Co� ntractor Signature Contractor Title Date Page 1 of 1 - Exhibit 4 - Personal Services Contract No. 2009 -527 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 Expense Reimbursement 1. Travel and Other Expenses. (When travel and other expenses are reimbursed.) a. It is the policy of the County that all travel shall be allowed only when the travel is essential to the normal discharge of the County responsibilities. 1) All travel shall be conducted in the most efficient and cost effective manner resulting in the best value to the County. 2) Travel expenses shall be reimbursed for official County business only. 3) County shall not reimburse Contractor for any item that is not otherwise available for reimbursem ant to an employee of Deschutes County per Deschutes County Finance Policy F -1, "REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHILE TRAVELING ON COUNTY BUSINESS," dated 11/8/06. 4) County may approve a form other than the County Employee Reimbursement Form for Contractor to submit an itemized description of travel expenses for payment. 5) Personal expenses shall not be authorized at any time. 6) All expenses are included in the total maximum contract amount. b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and oily when the reimbursement of expenses is specifically provided for in Exhibit 1, paragraph 3 of his Contract. c. The current approved rates for reimbursement of travel expenses are set forth in the above described policy. d. County shall not reimburse for any expenses related to alcohol consumption or entertainment. e. Except where noted, detailed receipts for all expenses shall be provided. f. Charge slips for gross amounts are not acceptable. g. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County. 2. Approved reimbursements: a. Mileage. Contractor shall be entitled to mileage for travel in a private automobile while Contractor is acting within the course and scope of Contractor's duties under this Contract and driving over the mast direct and usually traveled route to and from Bend, Oregon. 1) Reimbursement for mileage shall be equal to but not exceed those set by the United States General Services Administration ( "GSA ") and are subject to change accordingly. 2) To qualify for mileage reimbursement, Contractor shall hold a valid, current driver's license for he class of vehicle to be driven and carry personal automobile liability insurance in amounts not le :s than those required by this contract. 3) No mileage reimbursement shall be paid for the use of motorcycles or mopeds. b. Meals. 1) Any reimbursement for meals shall be for actual cost of meals incurred by Contractor while acting within the course and scope of Contractor's duties under this contract. 2) For purposes of calculating individual meals where the Contractor is entitled only to a partial d,my reimbursement, the following maximum allocation of the meal expenses applies: a) Breakfast, $10; b) Lunch, $12; c) Dinner, $22. 3) Except in the event of necessary overnight travel as provided below, partial day meal expenses shall be reimbursed as follows and only while Contractor is acting within the course and scope )f Contractor's duties under this contract: a) Breakfast expenses are reimbursable if Contractor is required to travel more than two (2) hour before the start Contractor's regular workday (i.e. 8:00 a.m.). b) Lunch expenses are reimbursable only if Contractor is required to travel overnight and begir s the journey before 11:00 am or ends the journey after 11:00 a.m. c) Dinner expenses are reimbursable only if Contractor is required to travel more than two (;') hours after Contractor's regular workday (i.e. 5:00 p.m.). Page 1 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -527 4) Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel while acting within the course and scope of Contractor's duties under this contract and shall not exceed those set by the GSA. and are subject to change accordingly. c. Lodging. 1) County shall reimburse Contractor for Contractor's actual cost of lodging necessary to provide service to the County and shall not exceed the maximum lodge set by the GSA for Bend, Oregon. 2) Reimbursement rates for lodging are not considered "per diem" and receipts are required for reimbursement. d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle rental charges. 3. Exceptions. Contractor shall obtain separate written approval of the County Administrator for ;any exceptions to the expense items listed above prior to incurring any expense for which reimbursement shall be sought. Page 2 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -527 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 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 certifies that; Contractor's Work to be performed under this Contract create 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 usec 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 award ng of any federal contract, the making of any federal grant, the making of any federal loan, the entering intc:, of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of ny 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 tits 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 th 3n $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 cooperate re 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 tie 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 enterF?d into, submission of this certification is a prerequisite for make or entering into this Contract imposed )y Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Contractor Signatu a Date Page 1 of 1 - Exhibit 6 to Personal Services Contract No. 2009 -527 Exhibit 7 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -527 BUSINESS ASSOCIATE AGREEMENT County will make available and /or transfer to Contractor certain Information, in conjunction with goods or services that are being provided by Contractor to County, that is confidential and must be afforded special treatment and protection. Contractor will have access to and /or receive from County certain Information that can be used or disclosed oily in accordance with this Agreement and the HHS Privacy Regulations. To the extent required by 42 U.S.C. 1171 et seq. enacted by the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder, Contractor assures County that Contractor will appropriately safeguard protected health information made available to or obtained by Contractor. Contractor further agrees to comply with applicable laws relating to protected health information and with resp act to any task or other activity Contractor performs on behalf of County, to the extent County would be required to comply with such requirements. For purposes of this Agreement, the following terms shall apply: A. Contractor shall be considered a BUSINESS ASSOCIATE; B. County shall be considered a COVERED ENTITY; C. HHS Privacy Regulations shall mean the Code of Federal Regulations (C.F.R.) at Title 45, Sections 160 and 164; D. Individual shall mean the person who is the subject of the Information, and has the same meaninca as the term 'individual' is defined by 45 C.F.R. 164.501; and E. Secretary shall mean the Secretary of the Department of Health and Human Services (HHS) and any other officer or employee of HHS to whom the authority involved has been delegated; Information shall mean any health information provided and /or made available by County to Contractor, and has the same meaning as the term 'health information' as defined by 45 C.F.R. 160.102. Contractor agrees it shall: 1. Not use or further disclose such information other than as permitted or required by this Agreement. Contractor shall not, except as necessary for the proper management, administration and performanc of its duties under this Agreement, use, reproduce, disclose, or provide to third parties, any confidentiil document or information relating to the County, its members or to clients of County or its members without the prior written consent or authorization of the County or of the client. If Contractor uses suct information for the purposes set forth above, it will only do so if the disclosure is required by law or Contractor obtains reasonable assurances from the person to whom the information is disclosed that : will be held confidentially and used or further disclosed only as required by law or for the purpose for which Contractor disclosed it to the person. Contractor shall ensure that its personnel, employees, affiliates and agents maintain the confidentiality of patient health information and business information of County. Page 1 of 2 - Exhibit 7 to Personal Services Contract No. 2009 -527 2. Not use or further disclose the information in a manner that would violate the requirements of applicable law, if done by County; 3. Use appropriate safeguards to prevent use or disclosure of such information other than as provided for by this Agreement; 4. Report to County any use or disclosure of such information not provided for by this Agreement of which Contractor becomes aware; 5. Ensure that any subcontractors or agents to whom Contractor provides protected health information received from County agree to the same restrictions and conditions that apply to Contractor with respect to such information; 6. Make available protected health information in accordance with applicable law, i.e., the Code of Federal Regulations (C.F.R.) at Title 45, Sections 160 and 164; 7. Maintain standard records, pursuant to this agreement, and to provide such records and other necessary information to the County as may be requested in writing and as permitted by law. Contractor agrees that all records kept in connection with this agreement are subject to review and audit by the County upon reasonable notice of a minimum of 14 work days from the date of written request by the County. 8. Make Contractor's internal practices, books, and records relating to the use and disclosure of protected health information received from County available to the Secretary of the United States Health & Human Services for purposes of determining County's compliance with applicable law (in all events, Contractor shall immediately notify County upon receipt by Contractor of any such request, and shall provide County with copies of any such materials); 9. Upon termination of this Agreement, Contractor shall promptly return all protected health information received from County. If the return of protected health information is not feasible, Contractor shall continue the protections required under this contract to the protected health information consistent with the requirements of this Attachment and the HIPAA privacy standards. Date: q "?719- 'signature: ��1' Title AO Contractor: Marc V. Williams, M.D. Page 2 of 2 - Exhibit 7 to Personal Services Contract No. 2009 -527 CNA OMAICNA Physicians Protection Program CERTIFICATE OF INSURANCE THIS CERTIFICATE OF INSURANCE IS NOT AN INSURANCE POLICY AND IS ISSUED AS A MATTER OF INFORMATION ONLY. IT CONFERS NO RIGHTS UPON THE HOLDER. NAME AND ADDRESS OF INSURED: ISSUED BY: Continental Casualty Company Marc V. Williams MD 3073 NW Colonial Drive Bend, OR 97701 A Claims -Made Professional Liablity Policy POLICY NUMBER POLICY PERIOD LIMITS OF LIABLITY PSC2074998280 08/01/09 - 08/01/10 1,000,000 Per Claim 3,000,000 Aggregate PRIOR ACTS DATE 04/01/2001 NAME AND ADDRESS OF CERTIFICATE HOLDER: TO WHOM IT MAY CONCERN This Certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this Certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. I. Photocopies of this document are deemed as valid as the original. II. If the Policy, or coverage for any person, is canceled for any reason or if the terms of the policy are changed, we will notify the First Named Insured only. AUTHORIZED REPRESENTATIVE DATE ISSUED: July 13, 2009 CNA HealthPro,Two Centerpointe Dr, Ste 200, Lake Oswego OR 97035 (800) 341 - 3684 GSL2929XX Ed. 07 08