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HomeMy WebLinkAboutItem 03 Cascade Health Contract Second AmendmentAGENDA ITEM SUMMARY Meeting Date: 9/7/2021 Meeting Type: Regular Meeting Staff Contact/Dept.: Tom Mugleston/HR Staff Phone No: 541-726-3724 Estimated Time: Consent Calendar SPRINGFIELD Council Goals: Provide Financially CITY COUNCIL Responsible and ISSUE Innovative Government STATEMENT: Services ITEM TITLE: CASCADE HEALTH CONTRACT SECOND AMENDMENT ACTION Adopt or reject the following motion: REQUESTED: AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE CONTRACT SECOND AMENDMENT WITH CASCADE HEALTH FOR WELLNESS CENTER, OCCUPATIONAL MEDICAL, AND BEHAVIORAL HEALTH SERVICES ISSUE According to the City's purchasing guidelines, City Council approval is required STATEMENT: for contracts in excess of $100,000. ATTACHMENTS: 1. C2214revI Fully Executed Cascade Health Solutions 2. C2214rl Fully Executed FIRST AMEND Willamette Community Health 3. C2214 Cascade Health Solutions Second Amendment 2021 DISCUSSION/ FINANCIAL The City of Springfield contracts with Cascade Health for 1) Wellness Center IMPACT: administration, 2) occupational medical services, Employee Assistance Program (EAP) administration, and first aid and CPR training. The City received renewal terms from Cascade Health with minor rate changes. The City is seeking authorization to negotiate and execute a second amendment. Ea,trunic Signature I INDEPENDENT CONTRACTOR AGREEMENT (Type 3. For Personal Services Contracts Requiring Professional Liability Insurance) Contract 4 Parties: The City of Springfield (--CITY") A municipal corporation in the State of Oregon 225 Fifth Street Springfield, Oregon 97477 and Willamette Community Health ("Independent Contractor") dba Cascade Health A. Type of Entity: ❑ Sole Proprietorship ❑ Partners ❑ Limited Liability Company ❑ Corporation B. Address: 2650 Suzanne Way, Suite 200 Eugene, OR 97408 C. Telephone: 541-228-3145 D. Fax No:. 541-228-3185 E. SSN or Fed. I.D. No: On File F. Professional License(s) No: Upon Request G., Oregon Agency Issuing License: State of OR — Oregon Board of Nursing, Oregon Health Authority -- EMS and Trauma Systems H. Foreign Contractor []Yes ® No (Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B (11). CITY Account Number(a) To Be Charged (include Percentages): In consideration of the mutual covenants contained herein, the parties agree to the following terms, provisions and conditions: 1. Payment by CITY. CITY shall pay Independent Contractor according to the sum and schedule described in each discrete service Attachment in an amount not to exceed $367,640 and a contingency of up to $18,000 per year for Occupational Medical (this is not of commitment of funds but provision for any costs incurred under the Occupational Medical SOW). 1.1. Wellness Center: $327,640 annual 1.2. Occupational Med: Allocated to departments 1.3. EAP -- Directions: $30,0100 annual 1.4. First Aid Training: $10,000 annual C22 t 4 Revl Cascade Health Solutions Page i of 33 Attachment 1, Page 1 of 33 2. Invoice. 2.1. Invoices to be sent to: Accounts Payable - City of Springfield, 225 51h Street, Springfield, OR 97477 or email to gp .sorincfield-or.aoy; 2.2. Invoices will be paid on net 30 day terms upon City acceptance of goods delivered, work or services performed; . 2.3. The invoice must reference this contract #2214 and approval code #211. 2.4. Each SOW shall be invoiced separately and the SOW # must be included. 2.. Each invoice for Occupational medicine shall denote the department that ordered the service. 3. Services to be Performed by Independent Contractor. Independent Contractor shall perforin the services described on the fallowing Attachments (Statements of Work (SOW)), attached hereto and incorporated herein by this reference: 3.9. Attachment 3 SOW — Wellness Center 3.2. Attachment 2 — SOW — Occupational Medicine 3.3. Attachment 3 -- SOW — Employee Assistance Program (EAP) Directions 3.4. Attachment 4 — SOW — First Aid Training 4. Term. 4.1. This Agreement is effective as of the date first set forth above and shall continue until June 30, 2020, unless earlier terminated in accordance with the provisions of this Agreement or by mutual consent of the parties. 4.2. This agreement may be extended for two (2) additional one-year periods upon agreement of both parties which includes the review and approval of the Springfield Common Council in .considerations of the requirement of the Springfield Municipal Code Section 2.708(3) and the following procedure: 4.2.1. The parties shall confer not later than 60 days before the expiration of this Agreement regarding the desirability of extending the Agreement. The Springfield Contract Representative and the Independent Contractor shall confer regarding any proposed Agreement revisions proposed by either party. 4.2.2. If the parties agree, after negotiation, a Contract Amendment that stipulates and all agreement modifications shall be executed. 5. Sourcing. exempt profession pursuant to SMC 2.7013(3)(e). 6. First Paint of Contact. Independent Contractor: Eric VanHouton; ericvh@caseadehealth,nra CITY: Tom Mugleston; 541-726-3724; tmugleston@springfietd-or.gov. 7. Independent Contractor Status. By its execution of this Agreement, Independent Contractor certifies its status as an "independent Contractor" as that term Is used under the laws of the State of Oregon, and that all performance of any labor or services required to be performed by Independent Contractor under the terms of this Agreement shall be performed in accordance with the standards set forth in ORS 670.600, and as more specifically set forth on Exhibit "A" attached hereto and incorporated herein by this reference, 8. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent contractor shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited to ORS 279B.110, ORS 279B.220, ORS 279B.225, ORS 27913.230, and ORS 2796.235, and as more fully set forth on Exhibits "A" "B" and "C" attached hereto and Incorporated herein by this reference. 9. Work Performed. The work to be performed by Independent Contractor includes services generally performed by Independent Contractor in his/her/its usual line of business. 02214 Rev1 Cascade Health Solutions Page 2 of 33 Attachment 1, Page 2 of 33 10. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not limited to income tax, payroll tax, social security and self-employment tax CITY shall not withhold, pay, or in any other manner be responsible for payment of any taxes on behalf of Independent Contractor and as more specifically set forth in Exhibit C. ft Reimbursement of Expenses. Independent Contractor shall not be entitled to reimbursement by CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing. 12. Materials and Supplies. Independent Contractor shall supply ali'materials and supplies needed to perform the services required unless otherwise agreed in writing. 13. No Authority To Bind CITY. Independent Contractor shall have no authority to enter Into contracts on behalf of CITY, its officers, agents and employees. This Agreement shall not create a partnership or joint venture of any sort between the parties. 14. Federal Employment Status. In the event payment made pursuant to this Agreement is to be charged against federal funds, Independent Contractor hereby certifies that it is not currently employed by the Federal Government and the amount charged does not exceed Independent ContraGtor's normal charge for the type of services provided is. Indemnification and Hold Harmless. The Independent Contractor shall assume all responsibilities for the work, and bear all losses and damages directly or indirectly resulting to the Independent Contractor, the City, or to others on account of the character or performance of thework, unforeseen difficulties, accidents, or any other cause whatsoever. The Independent Contractor shall assume defense of, indemnify and save harmless the City, its officials, agents, and employees from all claims, liability, loss, damage and injury of every kind, nature and description, directly or indirectly resulting. from activities in the performance of the Contract, the ownership, maintenance or use of motor vehicles In connection therewith, or the acts, omissions, operations, or conduct of the Independent Contractor or any Subcontractor under the Contract or any way arising out of the Contract, irrespective of whether any act, omission or conduct of the City connected witWtWabntract is a condition or contributory cause of the claim, liability loss, damage or injury and irrespective of whether act, omission, or conduct of the Independent Contractor or Subcontractor is merely a condition rather than a cause of a claim, liability, loss damage or injury. The Independent Contractor shall not be liable for nor be required to defend or indemnify, the City relative to claims for damage or damages resulting solely from acts or omissions of the City, Its officials, agents or employees. The absence of or inadequacy of the liability Insurance required in section 16 below shall not negate Independent Contractor's obligations in this paragraph. 16. Insurance. 16.1. General Insurance. The Independent Contractor shall maintain in force for the duration of this agreement a Commercial General Liability Insurance policy written on an occurrence basis with limits not less than $2,000,000 per occurrence and $3,000,000 in the aggregate for bodily injury or propprty damage. The policy will contain a 'per project" Aggregate endorsement. Automobile Liability (owned, non -owned and hired) insurance with limits not less than $1,000,000 per occurrence shall be maintained. The City, its employees, officials and agents will be named as an Additional Insured where operations are being conducted related to this contract, on the General Liability policy as respects to work or services performed under this Agreement to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the Independent Contractor or the fault of the Independent Contractor's agents, representatives or subcontractors. This insurance will be primary over any insurance the City may carry on its own, Independent Contractor understands that dW Is a public entity subject to the requirements of the Oregon Governmental Tort Claims Act, ORS 30.260 et seq. In the event that CITY'S financial obligations or liabilities are modified by any amendment to the liability limits imposed by the Oregon Governmental Tort Claims Act, Independent Contractor agrees that the limits 02214 Revi Cascade Health Solutlons Pae 3 of 33 Attachmen7 1, Page 3 of 33 regarding liability insurance set forth In this Section16.1 will be modlf'ted to conform to such limits. Independent Contractor and CITY shall sign an amendment to this Agreement incorporating such modification. 16.2. professional Liability. Independent Contractor shall maintain in force during the duration of this Agreement a claims made, professional liability policy with limits no less than $1,000,000 per occurrence and $3,000,000 in aggregate. 16.3. Workers' Compensation. Independent Contractor shall provide and maintain workers' compensation coverage with limits not less than $1,000,000 for its employees, officers, agents, or partners, as required by applicable workers' compensation laws as defined in QRS 656.027 and CRS 701 .035(5), if Independent Contractor is exempt from coverage, a written statement signed by Independent Contractor so stating the reason for exemption shall be provided to the City. 16.4. Evidence of Insurance Coverage.. Evidence of the required insurance coverages issued by an insurance company satisfactory to the City shall be provided to the City by way of a City approved certificate of insurance before any work or services commence. 16.5. notice of Cancellation or Material Change In Coverage. The certificate of insurance shall contain a requirement that the Insurance company notify the City 30 days prior to any cancellation or material change in coverage. If the approved insurance company will not provide this 30 day notice, the Independent Contractor shah provide written notice to the City contract manager within 2 calendar days after the Independent Contractor becomes aware that their coverage has been canceled or has been materially changed. The Independent Contractor shall either fax 541-726-3782 said notice or email it directly to Jayne McMahan (jmemahan a@springfield-or.gov, City Procurement and Contract Manager. Regardless of what circumstances caused Independent Contractors insurance coverage to cease or be modified, it is the Independent Contractor's responsibility to notify the,C€ty. Falture to maintain proper insurance or provide notice c liation or modification shall be grounds for Immediate termination of this contract. (independent Contractor initials) 16.6. Equipment and Material. The Independent Contractor shall be responsible for any loss, damage, or destruction of its own property, equipment, and materials used In conjunction with the work. 96.7. Subcontractors. The Independent Contractor shall require all Subcontractors to provide and maintain general liability, auto liability, professional liability (as applicable), and workers' compensation insurance with coverage's equivalent to those required of the general contractor in this contract. The Independent Contractor shall require certificates of insurance from all subcontractors as evidence of coverage. 16.5. Exception or Waivers. Any exception or waiver of these requirements shall be subject to review and approval from the City's risk Manager. 17. Termination. The performance of work under this Agreement may be terminated by CITY, In whole or in part, whenever for any reason CITY shall determine that such termination is in the best interest of CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice of Termination specifying the extent to which performance of the work under the Agreement is terminated and the date on which such termination is effective. Upon delivery to the Independent Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY shall, by agreement, make an appropriate written modification to this Agreement governing completion of portions of the Independent Contractor's work and payment therefore by CITY. 18. Rights In Data. All original written material, including programs, card decks, tapes, listings, and other documentation originated and prepared for CITY pursuant to this Agreement, shall become exclusively the property of CITY. The Ideas, concepts, know-how, or techniques developed during the course of this Agreement by Independent Contractor personnel can be used by either party in any way it may deem appropriate. Material already in Independent Contractor's possession, independently developed by Independent Contractor outside the scope of this Agreement, or rightfully obtained by Independent Contractor from third parties, shall belong to Independent Contractor. This agreement shall not preclude Independent Contractor from developing materials which are competitive, irrespective of their similarity to materials which might be delivered to CITY pursuant to 02214 Rev1 Cascade Health Solutions Wage 4 of 33 Attachment 1, Page 4 of 33 this Agreement. Independent Contractor shall not, however, use any written materials developed under this Agreement In developing materials for others, except as provided in this section. % Confidentiality, During the course of performance hereunder, Independent Contractor or Its agent, employees, or contractors, may receive confidential information. Independent Contractor agrees to use its best efforts to maintain the confidentiality of such information and to inform each agent and employee performing services of the confidentiality obligation that pertains to such information. Regarding the receipt and handling of such information, independent contractor shall comply with the requirements of Exhibit D attached hereto and incorporated herein by this reference. The obligations of Exhibit D shall survive the termination of this Agreement and shall remain in perpetuity. 20. AssignmentlSubcontract. Independent Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this agreement, in whole or In part, without the prior written approval of CITY. No such written approval shall relieve Independent Contractor of any obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of Independent Contractor. Independent Contractor shall remain liable as between the original parties to this Agreement as If no such assignment had occurred. 21. Successors In Interest. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns. 22. Compliance With All (government Regulations. Independent Contractor shall comply with all Federal, State and local laws, codes, regulations and ordinances applicable to the work performed under this Agreement. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for termination of this Agreement. Damages or costs resulting from noncompliance shall be the sole responsibility of Independent Contractor. 23. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce any provision of this Agreement, Independent Contractor shall pay such additional sums as the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal. 24. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. CITY may terminate this Agreement upon written notice after determining such delay or default will unreasonably prevent successful performance of the Agreement. 25. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or suit against CITY on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any material furnished or work or services performed hereunder, Independent Contractor shall defend CITY against any such suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney's fees in connection with such claim or suit. 26. Severability. If any provision of this Agreement Is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions small not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 27. Access To Records. CITY and its duly authorized representatives shall have access to books, documents, papers and records of Independent Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. CITY will not have access to patient records or employee medical files per Health Insurance Portability and Accountability Act (h11PAA) of 1996, Public Law 191-104, as it may be amended from time to time, and all regulations applicable thereto, Independent Contractor will assist patient with sharing their personal health care records with other health care professionals in perpetuity. 02294 Rev9 Cascade Health Solutions Pa e 5 of 33 Attachment 1, Page 5 of 33 28. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or relinquishment by CITY of the right to such performance in the future nor of the right to enforce any other provision of this Agreement. 29. Non Appropriation. The obligation of the City to make payments beyond June 30, 2019 is subject to annual appropriation. To the extent that funds are appropriated to make those payments for a given fiscal year, the full faith and credit of the City is pledged to the payments for such fiscal year. The obligation of the City to make those payments is not secured by the unlimited taxing power of the City is not a general obligation of the City. The City's obligation to make those payments in any year is subject to future appropriation of funds by the City Council for the fiscal year in which the payment is due. In the event that funds are not so appropriated, payments will not be made. The failure to make a payment due to non -appropriation shall not constitute a default under this Agreement. 30, Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever, without prior written approval of CITY, No modification of this Agreement shall bind either party unless reduced to writing and subscribed by both parties, or ordered by a Court. 31. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal and State civil rights and rehabilitation statutes, rules and regulations. 32. Americans with Disabilities Act Compliance. Independent Contractor will comply with all applicable provisions of the Americans with Disabilities Act of 1990, 42 USC Section 12101 et seq. and Section 504 of the Rehabilitation Act of 1973. 33. Dual Payment. Independent Contractor shall not be compensated for work performed under this . contract from any CITY agency other than the agency which is a party to this contract. 34. Choice of Law, Forum, Construction of Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Oregon, apart from choice of law provisions. The parties agree that the Circuit Court for the County of Lane, State of Oregon, or the Federal District Court of the State of Oregon (Eugene) is the sole and proper forum for resolving any disputes involving this Agreement, any breach of this Agreement, or relating to its subject matter. The Parties agree to submit themselves to the jurisdiction of such courts without challenge to the jurisdiction of these courts. This Agreement shall not be construed more favorably to CITY due to the preparation of this Agreement by CITY. The headings and subheadings in this Agreement are for convenience, do not form a part of this Agreement, and shall not be used in construing this Agreement. 35, Entire Agreement. This Agreement signed by both parties is the parties' final and entire Agreement and supersedes all prior and contemporaneous oral or written communications between the parties, their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein. IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first set forth above. r y . -�-INA 1t.�-ter IZ • 1 S • f d' INDEPENDENT CONTRACTOR By: Name: Title: Date: C2214 ReA Cascade Health Solutions Page 6 or 33 Attachment 1, Page 6 of 33 REVIEWED & APPROVED AS TO F DATE: OFFICE OF CITE ATrORNEY Independent contractor states and represents that contractor is an independent contractor as that terra is defined in Oregon Revised Statute 676.600 and more specifically represents, states and agrees that in providing the services and scope of work specified in this contract; 1. Independent contractor provides services for remuneration; and 2. Independent contractor is free from direction and control over the means and manner of providing the services and scope of work subject only to the right of City to specify the desired results; and ' Independent contractor is customarily engaged in an independently established business; and 4. Independent contractor is licensed within the state of Oregon to provide any services for which a license is required under ORS Chapter 671 or 701 and is responsible for obtaining other licenses or certificates necessary to provide the service: or scope of work; and S. independent contractor complies with at least three of the following requirements: (a) A business location is maintained that is separate from the business or work location of City; or is in a portion of the Independent contractor's residence and that portion is used primarily for the business. (b) The independent contractor bears the risk of loss related to the provision of services or scope of work such as entering into a fixed price contract, defective work is required to be corrected, the services provided are warranted or indemnification agreements, liability insurance and performance bonds and errors and omissions Insurance are provided. (c) Contracted services for two or more different persons or entities within a twelve month period have been obtained, or routinely engaged in business advertising, solicitation, or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. (d) Significant investment in the business has been made such as purchasing tools or equipment, paying for premises or facilities where services are provided, paying for licenses, certificates or specialized training. (e) Possesses authority to hire other persons to assist In providing their services and has the authority to fire those persons. b. Independent contractor will immediately inform City in the event that it fails to conduct its services In one or more particulars as represented in 1 through 5 above. 02214 Revi Cascade Health Solutions a e Attach mePnt 17,$33age 7 of 33 >1-F € ;;: City of Springfield Public Contracts Conformance with Oregon Public Contractors haws Pursuant to Oregon law, every public contract shall contain the following conditions: 1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract. OILS 2798.220(1) 2) Ray all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279B.220(2). 3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material Rimished. QRS 279B.220(3). 4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167, ORS 27913.220(4), 5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 2798.225. 6) Promptly, as due, make payment to any person, copartnership, association or corporation ftunishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contractor agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 279B.230. 7) A person may not be employed for more than I0 hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279A.055, the employee snail be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days; or b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.235(l)-(2). 8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services cnatracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3). Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 2798.020(l)(b)(B)-(G) and for all time worked in excess of 10 hours in any one day or in excess of 40 boars in any one week, whichever is greater. Employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the employees maybe required to work. ORS 2793.235(5). If this agreement is for a public improvement, the contract shall contain the following conditions: 10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performanee of the work provided for in the contract. ORS 279C.505(lxa), 11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279C.505(l)(b), 12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. QRS 279C.505(1)(c). 13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. QRS 279C.545(1)(d), 14) The contractor shall demonstrate that an employee drug testing program is in place. QRS 279C.505(2). 02214 Rev1 Cascade Health Solutions Page 8 of 33 Attachment 1, Page 8 of 33 15) If the contractor Fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or officers representing the state or a county, school district, rnunicipahty, municipal corporation or subdivision thereof, as the case may bc, may pay such claim to the person famishing labor or services and charge the amount of the payment against the :Bands due or to become due the contract by reason of the contract, if the contractor or first-tier subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after rcoeipt of payment from the contracting agency or a contractor, the contractor or fust -tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10 -day period that payment is due under OILS 2790.580(4) and is subject to a good faith dispute as defined in ORS 2790.580, if the contractor or a subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as defined in OILS 2790.580. Olt 5 2790.515. 16) The payment of a claim does not relieve the contractor or the contractor's surety from obligation with respect to any unpaid claims. ORS 279C.515(4). 17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 2790.100, the employee shall be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days; or, b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and, c) For all work performed on Saturday and on any legal holiday specified in ORS 279&020. ORS 279C.520(I). An employer shall give notice in writing to employees who work on a public contract either at the time of hue or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 27913.520(2). 18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S. C, 201-209 from receiving overtime. ORS 279C.520(3). 19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1Xb)(B)-(G) and for all time worked in excess of 10 hours in anyone day or in excess of40 hours in anyone week, whichever is greater. An empleyer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week .that the employees maybe required to work. ORS 279C.520(5) 20) ENVIRONMENTAL MATTERS: In compliance with ORS 2790.525, the Contractor is made aware that the following federal, state, and local agencies have enacted ordinances or regulations relating to the prevention of environmental pollution or the preservation of natural resources which may affeet performance of SUB contracts. This'is not intended to be a complete listing of agencies. Other agencies may have enacted ordinances or regulations that may apply, If the Contractor is delayed or roust undertake additional work by reason of existing ordinances, rules or regulations of agencies not cited in the Contract m due to enactment of new or the amendment of existing statutes, ordinances, rules or regulations relating to the prevention of natural resources occurring after the submission of the successful quote, the contracting agency may, at its discretion, terminate the Contract, complete the work itself; use non -agency forces already under contract with the City, require that the underlying property owner be responsible for cleanup, solicit quotes for a new contractor to provide the necessary services or issue the Contractor a change order setting forth the additional work that must be undertaken. If the Contractor encounters a condition not referred to in the Invitation to Bid documents, not caused by the Contractor or any subcontractor employed on the project and not discoverable pre-bid visual site inspection, and the condition requires compliance with the ordinances, rules or regulations referred to under this regulation, the contractor shall immediately notify SUB of the condition. FEDERAL AGENCIES Department of Agriculture Fish and Wildlife Services Forest Service Office of Surface Mining Soil Conservation Service Reclamation and Enforcement Department of the Army Corps of Engineers Bureau of Reclamation Coast Guard Department of Labor Department offiealth and Human Seivices Occupational Safety and Health Administration Department ofthe Interior Mine Safety and Health Administration Bureau of Indian Affairs Department of Transportation Bureau of Land Management Federal Highway Administration Bureau of Outdoor Recreation Environmental Protection Agency Department of Commerce STATE AGENCIES Department of Agriculture Department of Human Services Department of Energy Land Conservation and Development Commission Department of Environmental Quality Division of State lands 02214 Revl Cascade Health Solutions Page 9 of 33 Attachment 1, Page 9 of 33 Department of Fish and Wildlife Department of Forestry Department of Geology and Minerals LOCAL AGENCIES Common Council, City of Springfield Environmental Services, City of Springfield Board of Commissioners, Lane County Lane Regional Air Protection Agency Willamalane Park & Recreation District Rainbow Water District State Soil and Water Conservation Commission Water Resources Department Oregon Department of Transportation Planning Commission, City of Sprirtgfield Development Services Department, City of Springfield Planning Commission, Lane County Springfield Utility Board Springfield Dommtown & Glenwood Urban Renewal Districts 21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and suras that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying fur the services. All employers shall comply with ORS 656.017. QRS 279C.530. 22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal prevailing rate of wage required. Every contract and subcontract shall contain a provision thatworkers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838, OILS 279C.930(1). If this agreement is for demolition, the contract shall also contain the following conditions: 23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. OILS 279C.510(l ) C2214 Revi Gasoade Health Solutions Page 10 of 33 Attachment 1, Page 10 of 33 EXIBBIT , *: t �l A. Contractors Compliance with Tax saws. I. Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, 'tax laws" includes all the provisions described in Subsection B. I . (i) through (iv) of this Contract. 2. Any violation of Subsection 1 of this Section A shall constitute a material breach of this Contract. Further, any violation of Contractor's warranty, in Subsection B.I. of this Contract, that Contractor has complied with the tax taws of this state and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Contract. Any violation shall entitle City to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to: Termination of this Contract, in whole or in part; b. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State's setoff right, without penalty; and C. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. City shall be entitled to recover any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing [replacement Services/replacement Goods/ a replacement contractor]. These remedies are cumulative to the extent the remedies are not inconsistent, and City may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. Ba Contractor's Representations and Warranties, Contractor represents and warrants to City that: I . Contractor (to the best of Contractor's knowledge, after due' inquiry), for a period of no fever than six calendar years preceding the [date of Closing of ]bids/proposals)for/effective date of] this Contract, faithfully has complied with: (i) AU tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor's property, operations, receipts, or income, or to Contractor's performance of or compensatioh for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Any (Goodsflterns/EquipmenVComponents/Hardware/Soaiware/Intellectual Property Rights, etc.) [delivered to/granted to] City under this Contract, and Contractor's. Services rendered in the performance of Contractor's obligations under this Contract, shall be provided to City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages,, security interests, liabilities, charges, and encumbrances of any land. 02214 Rev1 Cascade Health Solutions Page 1 t of 33 Attachment 1, Page 11 of 33 1. "Protected Information" shall be defined as data or information that has been designated as private or confidential by law or by the City. Protected Information includes, but is not limited to, employment records, medical records, personal financial records (or other personally identifiable information), trade secrets, and classified government information. To the extent there is any uncertainty as to whether any data constitutes Protected Information, the data in question shall be treated as Protectedlnformation until a determination is made by the City or proper legal authority. 2. Data Confidentiality. Independent Contractor shall implement appropriate measures designed to ensure the confidentiality and security of Protected Information, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action of unauthorized disclosure that could result'in substantial harm to the City or an individual identified with the data or information in Independent Contractor's custody or access. To the extent that Independent Contractor may have access to City protected health information (as the same is defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (II1PAA), as amended, and the implementing regulations known and referred to as Privacy Rule, Security Rule, Enforcement Rule and Breach Notification Rule, referred to herein collectively as "HIFAA"), Independent Contractor agrees to protect such information in compliance with: HIPAA and represents thatit has the processes, systems and training to assure compliance with the same. 3. Data and Network Secarlty. Independent Contractor agrees at all times to maintain commercially reasonable network security that, at a minimum, includes: network firewall provisioning, intrusion detection/prevention and periodic third party penetration testing. Likewise Independent Contractor agrees to maintain network security that at a minimum conforms to current standards set forth and maintained by the National Institute of Standards and Technology, including those at: httpJ/checkiists.nist.aovfrenositorv. Independent Contractor agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority, 4. Security Breach. In the unlikely event of a security breach or issue, Independent Contractor will notify the appropriate City contact no later than one hour after they are aware of the breach. Independent Contractor will be responsible for all remedial action necessary to correct the breach; provided however, that Independent Contractor will not undertake ligation on behalf of the City without prior written consent. 5. Data Storage and BackjAp. Independent Contractor agrees that any and all City data will be stored, processed, and maintained solely on designated servers and that no City data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of the Independent Contractor's designated backup and recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the states, districts, and territories of the United States unless specifically agreed to in writing by an City officer with designated data, security, or signature authority. An appropriate officer with the necessary authority'can be identified by the City Information Security ©macer for any general or specific case. Independent Contractor agrees to store all City backup data stored as part of its backup and recovery processes in encrypted form, using no less than AES 256. 6. Data Re -Use -Ilse. Independent Contractor agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement, Data shall not be distributed, repurposed or shared across other applications, environments, or business units of Independent Contractor. Independent Contractor C2214 Rev? Cascade Health Solutions Page 12 of 33 Attachment 1, Page 12 of 33 further agrees that no City data of any kind shall be revealed, transmitted, exchanged or otherwise passed to other Independent Contractor or interested parties except on a case-by-case basis as specifically agreed to in writing by a City officer with designated data, security, or signature authority. 7. PCI Cor RL!ance. Independent Contractor agrees to comply with PCI DSS (payment Card Industry Data Security Standard). As evidence of compliance, Independent Contractor shall provide upon request a current attestation of compliance signed by a PCI QSA (Qualified Security Assessor). S. End of Agreement Data Handling. Independent Contractor agrees that upon termination of ibis Agreement it shall erase, destroy, and render unreadable all City data in its entirety in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities, and certify in writing that these actions have been completed within 30 days of the termination of this Agreement or within 7 days of the request of an agent of City whichever shall come first. 9. Mandatoa, Disclosure of protected Information. If Independent Contractor becomes compelled by law or regulation (including securities' laws) to disclose any Protected Information, Independent Contractor will provide City with prompt written notice so that City may seek an appropriate protective order or other remedy. If a remedy acceptable to City is not obtained by the date that Independent Contractor must-comply with the request, Independent' Contractor will furnish only that portion of the Protected Information that it is legally required to furnish, and the Independent Contractor shall require any recipient of the Protected Information to exercise commercially reasonable efforts to keep the Protected Information confidential. 10. Remedies for Disclosure of Confidential Information. Independent Contractor and City acknowledge that unauthorized disclosure or use of the Protected Information may irreparably damage City in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Protected Information shall give City the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys` fees). Independent Contractor hereby waives the posting of a bond with respect to any action for injunctive relief. Independent Contractor further grants City the right, but not the obligation, to enforce these provisions in Independent Contractor's name against any of Independent Contractor's employees, officers, board members, owners, representatives, agents, contractors, and subcontractors violating the above provisions. 11. Non -Disclosure. Independent Contractor is permitted to disclose Confidential Information to its employees, authorized subcontractors, agents, consultants and auditors on a need to know basis only, provided that all such subcontractors, agents, consultants and auditors have written -confidentiality obligations to both .Independent Contractor and City. 1.2. Criminal Background Check. City shall perform criminal background checks on all talent assigned to this project before a person is allowed to work on any of the City's Criminal Justice Information System (CJIS) protected data, software systems or facilities. For access to any area where CJI information is stored or transmitted Independent Contractor's employees shall possess Level 4 certification. 13. Survival. The confidentiality obligations shall survive termination of any agreement with Independent Contractor for a period of ten (10) years or for so long as the information remains confidential, whichever is longer and will inure to the benefit of City. C2214 Revi Cascade Health Solutions AttachmenWTa"ge 13 of 33 of Springfield Business Associate Agreement This Business Associate Agreement ("Agreement") between City of Springfield (Springfield) and INDEPENDENT CONTRACTOR is executed to ensure that INDEPENDENT CONTRACTOR will appropriately safeguard protected health information ("PH") that is created, received, maintained, or transmitted on behalf of Springfield in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law 111-5 of February 17, 2099, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D — Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the "HITECH Act"). A. General Provisions 1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in HI PAA. 2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA. B. Obligations of Business Associate INDEPENDENT CONTRACTOR agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; 2. Use appropriate safeguards and comply, where applicable, with Subpart C of 45 CFR Part 164 to prevent use or disclosure of PHI other than as provided for by this Agreement; Report to Springfield any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident (as defined in 45 CFR 164.304) and any breaches of unsecured PHI as required by 45 CFR §164,410. Breaches of unsecured PHI shall be reported to Springfield without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of INDEPENDENT CONTRACTOR agree to the same restrictions, conditions, and 02214 Rev1 Cascade Health Solutions Pe 14 of 33 Attachment 1, Page 14 of 33 requirements that apply to INDEPENDENT CONTRACTOR with respect to such information; 6. make any amendment(s) to PHI in a designated record set as directed by Springfield, or take other measures necessary to satisfy Springfield's obligations under 45 CFR §164.526 in no more than 30 days of a request; 7. Maintain and make available information required to provide an accounting of disclosures to Springfield or an individual who has a right to an accounting within 60 days and as necessary to satisfy Springfield's obligations under 45 CFR §164.528; S. To the extent that INDEPENDENT CONTRACTOR is to carry out any of Springfield's obligations under Subpart E of 45 CFR Part 164, INDEPENDENT CONTRACTOR shall comply with the requirements of Subpart E of 45 CFR Part 164 that apply to Springfield when it carries out that obligation; 9. Make its internal practices, books, and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA rules; 10. Springfield shall notify INDEPENDENT CONTRACTOR of any restriction on the use or disclosure of PHI that Springfield has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect INDEPENDENT CONTRACTOR's use or disclosure of PHI; and 11. If Springfield is subject to the Red Flags Rule (found at 16 CFR §681.1 etseq,), INDEPENDENT CONTRACTOR agrees to assist Springfield in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of Springfield's Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of Springfield agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Springfield of any red flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Springfield . of any threat of identity theft as a result of the incident. 12. If INDEPENDENT CONTRACTOR is part of a larger organization, INDEPENDENT CONTRACTOR will implement policies and procedures to protect PHI from unauthorized access by the larger organization. C. Permitted Uses and Disclosures by Business Associate 02214 Rev1 cascade Health Solutlons Pae 1 f 33 Attachment 1, Vage 15 of 33 The specific uses and disclosures of PHI that may be made by INDEPENDENT CONTRACTOR on behalf of Springfield are limited to: 1. The review of patient care information in the course of INDEPENDENT CONTRACTOR conducting risk and compliance assessment activities, or providing Springfield with a Control Activity Gap Analysis, or the review of PHI and other information necessary to assist Springfield in developing its H1PAA compliance program; and 2. Other uses or disclosures of PHI as permitted by the HIPAA rules as necessary to perform the services set forth in the Service Agreement. 3. Uses or disclosers of protected health information as required by law D. Termination 1. Springfield may terminate this Agreement if Springfield determines that INDEPENDENT CONTRACTOR has violated a material term of the Agreement. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party's obligations under this Agreement, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement, if feasible. 3. Upon termination of this Agreement for any reason, INDEPENDENT CONTRACTOR shall return to Springfield or destroy all PHI received from Springfield, or created, maintained, or received by INDEPENDENT CONTRACTOR on behalf of Springfield that INDEPENDENT CONTRACTOR still maintains in any form. INDEPENDENT CONTRACTOR shall retain no copies of the PHI. if return or destruction is infeasible, the protections of this Agreement will extend to such PHI. 4. The obligations under Section Dare perpetual and shall survive termination of this agreement. CITY OF S GF D: INDEPIE By: _ By: Name: f Name: Title: Title: Date: �,� /,� Date: 02214 Revi Cascade Health Solutions Page 16 of 33 Attachment 1, Page 16 of 33 1. DESIRED OUTCOMES OR PURPOSE a. City wishes to furnish to its employees certain preventative, disease management, health consultation, and/or primary care services. b. The City desires to retain Cascade Health to furnish such preventative, wellness disease management, health consultation, and/or primary care services; 2. POINT OF CONTACT a. Independent Contractor: Travis Brooke; 541-228-3145; tbrooke@cascadehealth.org b. City: Tom Mugleston; 541-726-3724; tmugleston@springfield-or.gov 3. DEFINITIONS a. "Care Provider" means a staff member or independent contractor of Cascade Health who provides care or consultation services directly to patients b. "Collaborating Physician" means an appropriately licensed physician who has a collaborative relationship with a nurse practitioner or physician's assistant as required under the laws of the state in which such nurse practitioner or physician's assistant is providing services, c. "Covered Services" means the services agreed upon between the City and Cascade Health that are provided through the City Wellness Center. d. "Wellness Center" means the City medical facility located at 225 5th Street, Suite 51.8, Springfield, Oregon 97477. e. "Participant" means an individual eligible to participate in the covered services as determined by the eligibility criteria of the City of Springfield's health plan or as otherwise determined by the City. 4. FEE SCHEDULE a. Annual Administration Service Fee - Not: to exceed $272,640 I. One -twelfth (1/12) of this fee ($22,720) will be paid at beginning of each month of service. A with a narrative of this fee will be Included in the discrete invoice for this service. Ii. This fee covers all "Wellness Center Staffing" identified in section 4, all "Covered Services" identified in sections 5 and 6 below, and any office or other equipment required to provide care to patients or maintain patient records. b. Reimbursable Lab and Medical Supplies -- Not to exceed $55,000 L This fee covers all medical, lab and other "claim" costs related to the direct treatment of patients. inclusive of yet not limited to tongue depressors, swabs, vaccinations, cholesterol tests, rapid strep tests, gauze and other labs and medical supplies necessary to provide patient care. Ii. Lab and medical supplies will be invoiced monthly at pass through cost with no mark-up. The invoice for lab and medical supplies will include a description of the items, quantity and cost. C2214 Rev1 Cascade Health Sol€aiions Pae 17 of 33 Attachment 1, Page 17 of 33 iii. Reimbursable Lab and Medical Supplies will be billed in a discrete monthly invoice. L All optional services roust be pre -approved in writing by the City. An written and executed amendment to the contract will be required prior to the services being rendered. fl. Optional services will be billed In a discrete invoice the month following as they occur. III. Optional services will be billed at cost with no mark-up with the exception of professional services which will be billed at the rates below. rofessional Services . Nurse Practitioner (NP) $100 per hour Registered Nurse (RN) $72 per hour Licensed Practical Nurse (LPN) $52 per hour Medical Office Assistant $44 per hour 5. WELLNESS CENTER STAFFING AND HOURS OF OPERATION a. Location I. The services provided under this Agreement will be provided at 225 5t€, Street, Suite 518; Springfield, Oregon 97477. b. Hours of operation 1. Cascade Health will provide regular patient care hours of not less than 32 hours per week at a schedule to be mutually agreed upon between the City and Cascade Health. ii. Notwithstanding the hours of operation described above, the wellness center shall be closed during all holidays during which the City of Springfield offices are closed. c. Staffing I. Wellness Center Staffing will include at least one (1) mid-level practitioner (nurse practitioner or physician's assistant) working no less than 32 hours per week on site and at least one (1) medical assistant working no less than 32 hours per week on site. Each mid-level practitioner will have access to a collaborating physician who provides medical supervision, consultation, chart review, and quality assurance activities as needed. ii. All work under this contract (SOW) shall be performed in a skillful and competent manner. The City Manager or designee, may require, in writing, that the Independent Contractor remove from the work any employee the City deems incompetent, careless, or otherwise objectionable. The replacement employee must have demonstrated similar qualifications and experience as required to successfully perform such duties. iii, All direct patient health care staff must carry requisite Oregon State licensing and be in good standing with Oregon State Board of Nursing. 02214 Rev1 Cascade Health Solutions Page 18 of 33 Attachment 1, Page 18 of 33 iv. Wellness center staff will follow the requirements in Oregon Administrative Merles burse Practitioner Scope of Practice for Family Furse Practitioner (OAR 851.-050-0005). . Substitute Staffing I. In the event of ars unexpected clinician absence, the wellness center shall remain open for services to be continued, to the extent possible, by the other regular wellness center staff member(s). lip to five (S) days of such absences that result in no primary care services being provided shall be allowed per year. Cascade Health will arrange for fill-in staffing for scheduled absences. ii. Cascade Health Solutions will provide backup staff to cover absences by the contracted staff and will notify the City at 541.-7263705 whenever back up staff is utilized. Ill. In the event that the absences exceed five (5) days annually Cascade health shall credit $100 per hour in the following month's invoice. 6. COVERED SERVICES a. Cascade Health will provide the City with the section below entitled "Description of Covered Services". Services that do not clearly fall within the description below shall be outside the scope of this Agreement, and City and Cascade Health shall instruct Participants to seek outside assistance for such matters with an alternate healthcare provider. Cascade Health may provide some of the Cascade Health's Services by engaging the services of third party contractors, particularly for professional medical services. b. The programs and services provided under this Agreement are not designed or intended to be provided under any City employee benefit plan or program. Accordingly, neither Cascade Health, nor any of the third party contractors it may engage, Is a fiduciary, trustee, or sponsor with respect to these programs or services. In the event the programs and services become part of a City employee benefit plan or program, Cascade Health, and each of the third party contractors it may engage, shall be considered to be acting only as a consultant to City with respect to such matters and shall not be considered In a fiduciary, trustee or sponsor relationship in such plan. 7. DESCRIPTION OF COVERED SERVICES a. Primary care I. Episodic Care 1.. Assessment and treatment of medical conditions that are episodic in nature and short in duration. Examples include, but are not limited to, upper respiratory infections, rashes, Infections, and first treatment of minor Injuries. Ill. Management of Chronic Conditions 1.. Management of chronic conditions as needed. Examples include, but are not limited to, hypertension, hypothyroidism, allergic rhinitis, hypercholesterolemia and diabetes. 2. For those individuals with an existing primary care provider and/or specialist with whom they work, and in particular for those individuals who have multiple complicated medical conditions requiring specialty C2214 Rev1 Cascade Health Solutions Pae 19 of 33 Attachmen? 1, Page 19 of 33 care anti/or significant oversight, the Cascade health clinician will work in collaboration with said provider(s)- Ill. Management of acute or complicated conditions L For those patients with no designated primary care, or lacking access to established primary care, there may be times that complicated and/or time -sensitive problems arise requiring testing (including tests requiring prier authorization with insurance), and/or referrals to specialists. The clinician will work with the patient to obtain and interpret emergent tests and to authorize and arrange referrals to appropriate specialists and/or to Internal Medicine for ongoing management. iv. Routine annual exams and screenings 1. Annual men's health exams — includes a complete physical exam and age-appropriate routine labs and vaccines. 2. Annual women's health exams - Includes a complete physical exam, age-appropriate routine labs and vaccines, pelvic exam and pap smear, HPV testing, pregnancy tests and testing for STIs when requested or indicated. v. Travel Medicine 1. Consultation with clinician to receive guidance on recommended Immunizations, medications, and travel precautions and/or medicine. b. Pediatric Care I. Episodic care of minor acute illnesses such as ear infections, upper respiratory infections, rashes, diarrhea, nausea and vomiting. ii. Well child care for children ages four (A) and older to include school physicals, sports physicals, health coaching, chronic condition coaching, and administration of certain immunizations. c. Supplemental Primary Care Services i. Lab draws I. Certain Clinical Laboratory Improvement Amendments of 1988 (CLIA) - waived lab tests will be done on site, including Rapid Strep, Urinalysis, pregnancy test, and blood glucose level. Other labs such as wound culture, urine culture, throat culture may be obtained in-house and sent to the lab for diagnostic and monitoring purposes at the recommendation of the onsite clinician. 2. Other lab test will be ordered by the onsite clinician, but taken and analyzed at and by the lab. ii. Immunizations I. Immunizations, including Hepatitis A, Hepatitis B, tetanus, flu, and pneumonia will be available at the wellness center by regularly scheduled staff by appointment. 2. Tb tests will be administered and read by clinicians In office. 3. Some travel immunizations will be available by appointment. 4. Flu -shots given outside of regular office hours will be provided through the wellness center in accordance to a schedule and manner agreed upon by the City. Should a flu -shot drive require additional staffing, it will be provided at the contracted rate for such work. . Health Maintenance and Disease Prevention 1. Health Risk Assessment -Administered online or in paper version screens for; C2214 Revi Cascade Health Solutions Page 20 of 33 Attachment 1, Page 20 of 33 1. General health and well-being 2. Health history including symptoms, conditions, and family history to the extent allowed by GINA. 3. Tobacco use, alcohol use and stress levels ii. Comprehensive Beath Review (CHR) - For high risk individuals and individuals with chronic disease a CHIS utilizing.- 1. tilizing:1. Online access to complete the Health History and Frisk Assessment (HHRA) 2. one on one consultation with the onsite clinician to review assessment results, health history and risk appraisal, set goals and recommend strategies to achieve goals. Ili. Lifestyle Risk Reduction -For high risk individuals agreeing to follow-up with the Cascade Health Care provider as their personal health coach: 1. Work one on one with individuals to change behaviors putting them at risk for certain conditions; addressing lifestyle habits such as physical activity, smoking, diet, stress, weight control, cholesterol and blood pressure. 2. Individualized change management plans 3. Proactive support iv. Health Education Programs I. Wellness Center staff will provide health education classes to city staff as requested by the city and as available by clinician. Topics for these classes will be based on the major risk factors for City employees as a group and interest of employees. Examples may include Nutrition and Healthy Eating, Weight Management, Fitness, Stress Management, Diabetes, Prevention of Diseases, Managing Cholesterol, Controlling High Blood Pressure, Managing Depression, Substance Abuse, Safety, CPR, utilizing epi -pens, First aid, and Blood born pathogen training. Workshops on additional health and wellness topics will be developed for the City on request. v. Chronic Condition Coaching 1.. For individuals with chronic diseases (Diabetes, COPD, asthma, CHF, CAD, HTN, depression, low back pain) 2. Work 1:1 with individuals to empower and educate them to improve their health and quality of life through self-management practices and adherence to a treatment plan that aligns with national clinical guidelines for their disease, 3. Coaching, symptom monitoring, and disease education e. Health Technology 1. Personal Health Record with risk profile, wellness score, Interactive nutrition and activity trackers, and medical content li. Online scheduling system and secure messaging ill. Electronic Medical Record. This shall be maintained in Electronic Health Record (EHR) format and compliance with all state and federal regulations. The system used must be certified by the Certification Commission for health Information Technology (CCHIT). All patients will be registered in the software. 02214 Rev1 cascade Health Solutlons Page 21 of 33 Attachment 1, Page 21 of 33 f. Account Management and Advisory Services I. One Point of Contact: An assigned Account Manager provides one point of contact for triaging issues to ensure any issues are identified and addressed quickly. N. Clinical Coverage Plan: Cascade Health will establish and provide a coverage plan for clinical staff absences due to illness, vacation or continuing medical education (CME) time off. iii.Bi-Monthly Reviews: Account Manager will hold monthly meetings with the City to deliver and discuss the reports described below to ensure that the City has data on wellness center activity and progress toward goals. iv. Annual Review: Account Manager will provide face-to-face annual reviews of the wellness center business, incorporating the City -specific key performance metrics from the previous year, as well as a strategic plan for the next year. This is typically known as a Supplier Business Review Process. v. Ongoing Health Promotions: Account Manager will work together with the City to manage ongoing communications forthe promotion of wellness center services and operations, vi. Strategic Manning: Account Manager will work to understand and support City's unique business objectives and goals for the wellness center. The Account Manager will work collaboratively with the City's broker/consultant, as well as other health related vendors (EAP, etc.) as needed to ensure that employee health resources are fully leveraged. g. Management Reporting and Analysis Cascade Health and the City of Springfield will work collaboratively to develop reporting and analysis that Illustrate the wellness center's progress toward its strategic goals. Springfield will make every attempt to develop a collaborative relationship between Cascade Health, the City and PacificSource so that reporting goals can be reached. 1. Monthly client activity and trends report Including visit volume (visits for acute care, risk reduction and chronic condition management, group work and telephonic consults), high risk patients engaged, high risk patients making progress, encounters by CPT code, diagnoses by ICO -10 code, prescriptions written, and overall savings from operations. ii. Annual reports Including: 1. Population stratification report identifying percent of the population screened, size and nature of high risk population and size and nature of population with chronic conditions identified through data mining and/or screening. 2. Utilization by union group. 3. Review of wellness center operations Including wellness center volumes, population penetration rate and patient satisfaction. 4. Cascade Health with work with the City's broker/consultant to report on combined wellness center and Health plan utilization of health services combining both the wellness center and regular health plan statistics, The intent is to show the relationship between and effect of wellness center activities on the cost and utilization of health coverage. 5. Examination of outcomes Including overall improvement in population health status, patient satisfaction, savings from wellness center 02214 Rev1 Cascade Health Solutions Page 22 of 33 Attachment 1, Page 22 of 33 operations and return on investment analysis, and plan for continuous quality improvement. h. Participant Communications and Promotions L Multimedia communication campaigns, including site posters, events, digital communication, and mailings to the home, customized with location -specific information, ii. Quarterly communication campaign with material to promote services. Outreach is customized to the City's needs, based on review of client's population health risk stratification report. lil. New hire orientation presentations, as needed. iv. Healtb promotion activities including educational sessions, group programs, wellness center promotional activities, health fair support, health and fitness challenges, and other programs designed to increase engagement. Custodial Services I. Cascade Health shall provide all wellness center custodial services to medical industry standards. All cleaning equipment and consumable supplies are the responsibility of Cascade Health. Cascade Health may engage subcontractors to assist Cascade Health In the cleaning of the Center. Cascade Health will replace custodial staff or subcontractors If at the City's sole discretion custodial services be deemed inadequate or substandard. Cascade Health is responsible to ensure that any legal and all state and federal reporting or documentation (including MSDS and OSHA) obligations are performed, Iii. Cascade Health or third -party contractors may use city garbage dumpsters for normal business waste. However, Cascade Health is responsible for all disposal of hazardous medical waste per state and/or federal regulations and guidelines_ R.: OPTIONAL SERVICES a. Optional medical services 1. Mass Biometric Screenings and/or 100% general population screening through wellness center b. Optional communication services I. Focus groups: onsite meetings with employees to understand their thoughts about the wellness center, document perceptions, and utilize feedback in communication planning. ii. Video Production: Short videos to promote the services, success stories, or address concerns. Iii. Customized Promotional Material: Production of material that requires additional customization. iv. Mailings to homes: Additional postage cost for mailing of materials to participants' homes, rather than distributing In the workplace. c. Custom Reporting 1. Additional custom reporting beyond 20 hours per year will be billed as Additional Services at the rate of $75/hour. 9. NOT INCLUDED IN THE QUOTED FEES a. Non -CLIA waived tests, CLIA waived tests not included above, external lab processing for physicals, annual exams and screenings. 02214 Rev1 Cascade Health Solutions Page 23 of 33 Attachment 1, Page 23 of 33 b. Travel costs for wellness center staff and health screeners to visit participants at offsite locations. (Locations other than those regularly operated wellness center included at the top of this Scope of services). c. Additional Data Services, such as custom interfaces for uploads of prior provider data. 10. DATA PROVDED BY THE CITY a. City Participant Eligibility Data I. Cascade Health shall provide onsite health services for employees, spouses, dependents and retirees eligible for city medical benefits i:i. City will provide to on a decided -upon frequency, a Participant eligibility file, which is necessary to enable Cascade Health to provide the Services. The Participant eligibility file will contain the entire population of Participants and will adhere to Cascade Health's file specifications. City shall promptly inform Cascade Health of additions or deletions to this list. b. Medical Plan Claims data L To assist in the identification and treatment of Participants with chronic conditions such as diabetes, asthma, heart disease, pulmonary disease and hypertension, City agrees to make reasonable effort to provide Cascade Health, through Its carrier, broker, third party administrator, or third party vendor for claims data mining, with access to medical claims data for the Participants enrolled In City's health plan(s), minimally at twelve month intervals through the term of the contract. Cascade Health will provide City with the file format defining the specifications for the data, 11, USE OF THE PREMISES a. Permitted Use I. Cascade Health shall use and occupy the Premises continually during the term of this agreement. The Premises shall be used for the tasks and activities necessary to the operation of the Springfield Wellness Center and for no other purpose without consent of the City. b. Repairs and Maintenance I. City shall be responsible for all repair and maintenance of the roof, exterior walls (including painting), bearing walls, structural members, floor slabs, and foundation, interior walls, ceilings, doors, windows, and related hardware, light fixtures, plumbing fixtures, switches, and wiring and plumbing. c. City's interference with Cascade health 1. In performing any repairs, replacements, alterations, or other work performed on or around the Premises, the City shall not cause unreasonable interference with use of the Premises by Cascade Health. Cascade Health shall have no right to any claim against the City for any inconvenience or disturbance resulting from the City's activities performed in conformance with the requirement of this provision. d. Inspection of Premises The City shall have the right to inspect the Premises at any reasonable time or times to determine the necessity of repair. Whether or not such inspection is made, the duty of landlord to make repairs shall not mature until a reasonable 02214 Revl Cascade Health Solutions Wage 24 of 33 Attachment 1, Page 24 of 33 time after the City has received from Cascade Health written notice of the repairs that are required. e, Security of Premises i. Cascade Health shall maintain control of the physical wellness center space. Cascade Health will limit access ofwellness center visitors and patients tothe wellness center during hours when City Hall )sclosed tuthe public. Cascade Health will report any known breaches of security to the human resources staff during open city hall hours and the police non -emergency line during closed hours as moon as possible, Cascade Heahh will take reasonable precautions to prevent access ofthe City Hall Lobby byunauthorized persons, f. Surrender at Expiration i Condition of Premises - Upon expiration of this agreement or earlier termination onaccount oYdefault, Cascade Health shall deliver all keys tothe City and surrender the Premises in the same condition as received, less ordinary wear and tear. Alterations constructed byCascade Health with permission from the City shall not he removed or restored to the original condition unless the terms ofpermission for the alteration sorequire. g. Non-PatVmntCemaFmrmYtNreand Office Accessories i City will provide furniture and accessories for the waiting room, conference room, break room, office and miscellaneous chairs used in non -patient care. C2214Revi Cascade Health Solutions Page 25 of 33 Attachment 1.Page 25of33 City wishes retain Cascade Health to furnish the following occupational medicine services to its employees: Pre-employment medical examinations and evaluations for perspective employees; i. Finalists with a contingent job offer for jobs in classifications requiring Leavy labor or exertion must pass a pre-employment physical successfully, as a condition for employment. li. Finalists for temporary jobs requiring heavy labor or exertion may require a general examination if determined necessary by the hiring supervisor. iii. A description of the components that make up the physical abilities test or physical examination will be maintained separately from this contract and reviewed periodically for appropriateness and necessity. iv. Cascade will• 1. Call Risk Services with identification of significant fitness for work issues, work restrictions, and prognosis within 24 fours of examination. 2. Email written evaluation of fitness for work issues within five (5) working days of examination. b. Work fitness examinations/evaluations as requested by the City to determine an employee's physical ability to perform the duties of their positon without undue hazard to employee or others. This may include services of a licensed psychologist/therapist or psychiatrist, who can evaluate industrial or non -industrial stress and psychological issues; c. Annual medical examinations/evaluations for certain job classes; examinations may include audiometric testing, physicals, respiratory clearance, etc. Medical examinations/evaluations required for commercial driver's license; i. A description of the components that make up the Doi" physical will be maintained separately from this contract and reviewed periodically for appropriateness and necessity. ii. The City will schedule employees for annual DOT physicals. ill. Cascade will: 1. Advise employee of fitness for work issues 2. Call Risk Services with identification of significant fitness for work issues, work restrictions, and prognosis within 24 hours of examination. 3. Email written evaluation of fitness for work issues within five (S) working days of examination. C2214 Rev1 Cascade Health Solutions Wage 26 of 33 Attachment 1, Page 26 of 33 e. Drug testing in accordance with Department of Transportation (DOT) regulations including random selection, pre-employment, post -accident, reasonable suspicion, random testing and follow-up testing. 1. Contractor will administer the City's DOT and CDL drug testing program in accordance with relevant Federal and State Regulations, f. ®rang testing under the City's reasonable suspicion drug testing program including pre- employment testing, reasonable suspicion and follow up. g. Mobile Health. First aid treatment at the injury site for Trainor industrial injuries. First aid means any one-time treatment of minor scratches, cuts, burns, splinters, or other minor Industrial injury, which do not ordinarily require medical care. For purposes of workers' compensation this treatment is considered first-aid. 2. POINT OF CONTACT a. Independent Contractor: Travis Brooke; 541-228-3145; tbrooke@cascadehealth.org b. City: Tom Mugleston; 541-726-3724; tmugleston@IRE n�r.evv_ 3. CONSIDERATION AND PAYMENT a. Inconsideration for Contractor's performance, the City agrees to pay for services rendered according to the T=ee Schedule below, in an amount not to exceed $##,###. 4. RECORDS MAt TENANCE a. All records developed as a result of this contract shall remain a part of the Cascade Health Medical Solutions' medical record_ If this contract is awarded to a different contractor at any future date, such medical records as have developed as a result of this contract shall be made available in the usual method of record transfer In the medical community. 5. VALUE ADDED SERVICES a. Provider consultation services such as consulting on administrative procedures and medical protocols, determinations on whether fitness for duty examinations are warranted, and assisting with employee education on medical issues. 6. FEE SCHEDULE a. Compensation PROCEDURES 07/01/2620 06/30/2019 b7/01/2019 06/30/20201 07/01/2020 06/30/2621 Audlograrn 24.50 25..00 25.50 Alcohol Blood level 8 95.00 96.00 97.00 Annual Random Program Fee 1,764.00 Market Market Breath Alcohol Test 36.00 36.00 37.00 Breath Alcohol Test Confirmation 17.50 18,00 18.50 02274 Rev? cascade Health Solutions Page 27 of 33 Attachment 1, Page 27 of 33 -PROCEDURES 07/01/2018 06/3Q/201 07/01/2619.".07/01/2020 06/,30/2020 � 06/30/-ZO21 Bloodborne Pathogen Presentation 300.00 300.00 300.00 Blood Type 16.50 16.75 17.00 CBC w/Auto Differential (Complete Blood Count) 23.50 24.00 24.50 Cholinesterase 39.00 39.50 40.00 Comprehensive Metabolic Panel 31.00 .31.50 32.00 Consult-Exposure 95.00 95.00 95.00 Drug Screen - DAS 5A Non-DOT 48.00 48.50 49.00 Drug Screen - DOT 63.00 63.50 64,00 EKG 95.00 96.00 97.00 EKG Cardiolife Market Market Market EKG Stress Treadmill 400.00 475.00 475.00 Exam - Comprehensive 279.00 288.00 297.00 Exam - DOT 107.00 110.50 114.00 Exam -DOT with Physical Exam 23.00 23.50 24.00 Exam - Extended 189.00 196.00 203.00 Exam - Flight Physical 148.00 9.54.00 160.00 Exam - Preplacement 102.00 104.00 104.00 Exam - Respiratory Surveillance 85.00 87.50 90.00 Fecal Occult Blood 8.75 9.00 9.25 Fee for injection 10.00 10.50 11.00 HBV Antigen (Hepatitis-B) 44.50 45.00 45.50 HCV Antibody (Hepatitis-C) 70.00 72.00 74.00 HDL/LDL (Cholesterol) 35.00 36.00 37.00 Heavy Metals- Blood 69.00 71.00 73.00 Hemogram 1.7.50 18.00 18.50 Hepatitis A Vaccine 81.00 83.00 83.00 Hepatitis B Titer 64.00 66.00 68.00 Hepatitis B Vaccine 81.00 83.00 83.00 Hepatitis C AB 70.00 72.00 74.00 02214 Rev1 Cascade Health Solutions Page 28 of 33 Attachment 1, Page 28 of 33 PROCEDU€ ES 07/01/2018' 77 07/01/2019 06/30/z120 07/01/2020 0.6/30/2027. HIV Test 54.00 56,00 68.00 Inhalant Petroleum Panel 80.00 81.00 82.00 Lab Draw Fee 14.50 14.75 15.00 Liver Function (OML) 31.00 32.00 33.00 MMR (Measles, mumps, rubella) 81.00 83.00 83.00 MedExpress Response 150.00 300.00 300.00 MedExpress After Hours/Weekend/Holiday (in addition to the above response fee) 55.00 55.00 55.00 Onsite Services per hour ' Technician/RN time - performing procedures onsite, immunizations, PPD testing, hearing tests, etc. 64.00 65.50 67.00 Post Offer Physical Abilities Test 102.00 103.00 103.00 PSA (Prostate Specific Antigen) 49.50 50.00 50.50 Respirator Fit Test 64.00 55.00 66.00 RH Factor (Rhesus factor blood test) 1.6.50 17.00 17.50 RPR (Rapid Plasma Reagin -syphilis) 22.50 23.00 23.50 Rubella liter 51.00 51.50 52.00 Spirometry 46.00 47.00 48.00 TB Test 23.00 24.00 25.00 TB Positive Skin Test Review 24.50 25.00 25.00 Tdap (Tetanus, diphtheria, pertussis vaccine) 62.00 64.00 64.00 Tetanus N/A N/A N/A Titmus Vision Screen 23.00 23.50 24.10 7winrix (Hep A & B vaccine) 149.00 155.00 155.00 Urinalysis 1.6.50 1.6.75 17.00 X-ray past -Anterior & Lateral 134.00 140.00 140.00 Zinc Protoporforin (lead) 47.00 48.00 49.00 02214 Revl cascade health Solutions Page 29 of 33 Attachment 1, Page 29 of 33 ADDITIONAL COMPENSATION' Creation of post Gaffer physical ability test(s) 150.00/hour Job title Deputy Fire Marshal Detention Officer Detention Sergeant Fire Battalion/District Chief Fire Captain Fire Engineer Firefighter/Paramedic Maintenance Tech Crew Chief Maintenance Tech, Apprentice Maintenance Tech, Journey Maintenance Worker Mechanic Police Lieutenant Police Officer Police Property Controller Police Records/Communication Specialist Police Sergeant Security Attendant 02214 Rev1 Cascade Health Solutions Page 30 of 33 Attachment 1, Page 30 of 33 DESIRED OUTCOMES OR PURPOSE a. DIRECTION Employee Assistance Program (EAP) and Behavioral Health is a department within Willamette Community Health Solutions dba Cascade Health Solutions. DIRECTION offers EAP and behavioral health counseling as well as training, consultations, work/life services, management referrals and critical incident debriefing. b. There are no face-to-face counseling sessions available with DIRECTION counselors outside of the Eugene/Springfield area (hereinafter "Local Area"). c. Eligible Employee -- A City of Springfield regular employee and his/her household members. d. Eligible Employees living outside of the focal Area are eligible for 1-800 phone services and appointments at the DIRECTION office. e. The final decision to provide or receive services is to be made by the Eligible Employee and DIRECTION, regardless of whether Employer or its designated agent has determined whether the services are necessary 2. POINT OF CONTACT a. Independent Contractor: Laurel Anderson; 541-345-2800; landerson@cascadehealth.org b. City: Tom Mugleston; 541-726-3724; tmugleston@springfield-or.gov 3. SERVICES PROVIDED a. One to six (1-6) counseling sessions for each Eligible Employee and household member per problem per year. DIRECTION shall determine whether employee assistance counseling is appropriate, or whether an Eligible Employee or household member should be referred to another agency or mental health professional. If DIRECTION recommends a referral, DIRECTION shall not be responsible for any charges associated with any continued care. Additionally, DIRECTION shall not cause Employer to incur any referral -related costs. b. Eligible Employees shall be covered by DIRECTION's services for a grace period of thirty (30) days following the last day of their employment with Employer, but in no event shall this grace period extend beyond the term of this Agreement. c. DIRECTION shall provide up to two (2) hours of training per contract year on-site. d. DIRECTION shall provide the following services for Supervisors and Managers: €. Supervisor consultations and coaching on employee and workplace issues. li. Assistance in drafting relevant workplace policies. li€. Substance Abuse Evaluations for employees by a qualified Substance Abuse ` Professional when there is a positive drug screen or reasonable suspicion of substance abuse. e. DIRECTION shall provide a training calendar each year to the Employer which employees and their household members can access at no cost. Additional trainings and organizational consulting services can be arranged through DIRECTION for a cost of $200.00/hour. C2214 Revl Cascade HeaKh SoluVons Page 31 of 33 Attachment 1, Page 31 of 33 f. DIRECTION shall provide Services toEligible Employees to include information and referral boemployees seeking ch\tdcane,eldercare, and other community services. g. DIRECTION shall provide referrals for Legal/Financial Services toEligible Employees. h. DIRECTION shall provide Wellness and Personal coaching services toEligible Employees. L DIRECTION shall provide on-site Critical Incident Debriefing within 48 hours of a traumatic workplace event. 4. EcONSIDERATION AND PAYMENT a In consideration for Contractor's performance, the City agrees to pay for services rendered according tothe Fee Schedule below, |naoamountnot toexceed S##g##. b. Fee Schedule L]anuary 1, 2018—December 31,2018'$5.84 per employee per month ii. January 1, 2019 — December 31, 2019 - $5.84 per employee per month S. INVOICES a. Invoice quartgrly|narrears based upon the actual number ofemployees. C221*Revi Cascade Heafth8olullonn Page 32 of 33 Attachment 1.Page 33of33 ATTACH STATEMENT i!. 1. DESIRES OUTCOMES OR PURPOSE: a. City wishes to provide Fire Aid/CPRIAED training and two-year certification to employees. b. Services will be used an an as needed basis as requested by City Project Lead 2. POI IST OF CONTACT a. Independent Contractor: Julius "Chooch" Vanis, 541.228.3009, cvanis@cascadehealth.org b. City: Dee Dee Thomas, 541.726.3788, dmthornas@springfield-or.gov 3. CITY RESPONSIBILITIES a. Contact Cascade Health to schedule trainings b. Provide a room for training c. Provide an over -head projector and screen or large television to view training video d. Provide sound to accompany video display e. Hand out Certification cards to employees when training is completed and processed f, Provide a written evaluation to Cascade after training g. At least 24 hours' notice will be given if a cancelation is needed 4. CONTRACTOR RESPONSIBILITIES a. Provide American Safety & Health Institute (ASHI) Core Adult Basic First Aid/CPR/AED training to a classroom of no more than 30 students and a minimum of four students b. Provide Emergency Medical `technician (EMT) trainers who are certified through Oregon Health Authority's Emergency Medical Services & Trauma Systems Program (OHA-EMS & Trauma) to teach American Safety & Health Institute (ASHI) Core Adult Basic First Aid/CPR/AED training c. Provide all training materials; video, workbooks, CPR manikins, AED training device and etc. & Provide Certification Cards to City Project Lead e. At least 24 hours' notice will be given if a cancelation is needed f. At City's request provide training on Blood Borne Pathogens . FEE SCHEDULE a. Not to exceed $10,000 for the duration of the contract. .Class Type Cost (Per Student) 'Length of Class Adult CPR / AED $50.00 3 Hours Adult CPR/AED/First Aid $90.00 5-6 Hours Adult CPR $40.00 2.5 Hours First Aid $40.00 2.5 Hours Blood Borne Pathogens $25.0( 1.5 Hours 02214 Revl Cascade HeaRh Solutions Page 33 of 33 Attachment 1, Page 33 of 33 ELECTRONIC SIGNATURE FIRST AMENDMENT TO CITY OF SPRINGFIELD INDEPENDENT CONTRACTOR AGREEMENT BETWEEN THE CITY OF SPRINGFIELD AND Willamette Community Health dba Cascade Health Contract #2214 July 1, 2020 Parties: The City of Springfield 225 Fifth Street Springfield, OR 97477 And Willamette Community Health dba Cascade Health 2650 Suzanne Way, Suite 200 Eugene, OR 97408 "CITY" "Independent Contractor" The Parties hereby agree that the Independent Contractor Agreement dated September, 21, 2018 between the City of Springfield (CITY) and Willamette Community Health dba Cascade Health (Independent Contractor) included herein as Attachment 1, is hereby amended for the first time as follows: 4.Term 4.1 This agreement is effective as of the date first set forth above and shall continue until June 30, 2021, unless earlier terminated in accordance with the provisions of this Agreement or by mutual consent of the parties. 4.2 This agreement may be extended for one (1) additional one-year period upon agreement of both parties which includes the review and approval of the Springfield Common Council in considerations of the requirement of the Springfield Municipal Code Section 2.708(3) and the following procedure: 4.2.1 The parties shall confer not later than 60 days before the expiration of this Agreement regarding the desirability of extending the Agreement. The Springfield Contract Representative and the Independent Contractor shall confer regarding any proposed Agreement revisions proposed by either party. 4.2.2 If the parties agree, after negotiation, a Contract Amendment that stipulates and all agreement modifications shall be executed. ATTACHMENT 3 — Statement of Work Employee Assistance Program (EAP) DESIRED OUTCOMES OR PURPOSE a. Employee Assistance Program (EAP) and Cascade Behavioral Health is a department within Willamette Community Health Solutions dba Cascade Health Solutions. Cascade Behavioral Health and EAP provides behavioral health counseling as well as training, consultations, work/life services, management referrals and critical incident debriefing. b. There are no face-to-face counseling sessions available with Cascade Behavioral Health counselors outside of the Eugene/Springfield area (hereinafter "Local Area"). C2214rl Cascade Health Solutions Page 1 of 35 First Amendment Attachment 2, Page 1 of 35 a Eligible Employee -- A City of Springfield regular employee and his/her household members. d. Eligible Employees living outside of. the Local Area are eligible for teiehealth services. e_ The final decision to provide or receive services is to be made by the Eligible Employee and Cascade Behavioral Health, regardless of whether Employer or its designated agent has determined whether the services are necessary .2. POINT OF CONTACT a. Independent Contractor: Jodi DePaoli, 'de aoli cascadehealth.or b. City: Tom Mugleston; 541-726-3724; trau leston s ring field -or. ov 3. SERVICES PROVIDED a. One to six (1-6) counseling sessions for each Eligible employee and house hold member per problem per year. Cascade Behavioral Health and EAP shall determine whether employee assistance counseling is appropriate, or whether an Eligible Employee or household member should be referred to another agency or amental health professional. Cf Cascade Behavioral Health and EAP recommends a referral, Cascade Behavioral Health and EAT' shall not be responsible for any charges associated with any continued care. Additionally, Cascade Behavioral Health and EAP shall not cause Employer to incur any referral -related costs. b. Eligible Employees shall be covered by Cascade Behavioral Health. and EAP's services for a grace period of thirty (30) days following the last day of their employment with Employer, but in no event shall this grace period extend beyond the term of this Agreement. Eligible employees living outside of the Local Area are eligible for telehealth sessions. c. Cascade Behavioral Health and EAP shall provide up to two (2) hours of training per contract year on-site. Additional training hours are $225 per hour. d. Cascade Behavioral Health and EAP shall provide the following services for Supervisors and Managers: i. Supervisor consultations and coaching on employee and workplace issues. ii, Assistance in drafting relevant workplace policies. iii_ Substance Abuse Evaluations for employees by a qualified Substance Abuse Professional when there is a positive drug screen or reasonable suspicion: of substance abuse. e. Cascade Behavioral Health and EAP shall provide a Leadership and Supervision training calendar each year to the Employer which employees can access at no cost. f Cascade Behavioral Health and EAP shall provide referrals for Legal/Financial Services to Eligible Employees. g. Cascade Behavioral Realth and EAP shall provide Wellness and Personal coaching services to Eligible Employees. h. Cascade Behavioral Health and EAP shall provide on-site Critical Incident Debriefing within 48 hours of a traumatic workplace event. 4. CONSIDERATION ANI) PAYAI NT b. Fee Schedule iii. July 1, 2020 —June 30, 2021 - $5.25 per employee per month. Except as amended herein, all other terms and conditions of the Independent Contractor Agreement between Parties dated September, 21, 2018 will remain in full force and effect. CITY OF SPRINGFIELD Name: Title. Date: �7 Acviewad �Y eky Coniraft offker Data rieortoao C2294r1 Cascade Health Solutions First Amendment INDEPENDENT'CONTRA TOR Name: � - Title: Date: 2�b2�D REVIEWED & APPROVED AS TO FORM Page 2 of 35 oAr: SPRINGFIELD CM ATTORNEY'S OFFICE Attachment 2, Page 2 of 35 ATTACHMENT 1 FIRST AMENDMENT I Ea,trunic Signature INDEPENDENT CONTRACTOR AGREEMENT (Type 3. For Personal Services Contracts Requiring Professional Liability Insurance) Contract 4 Parties: The City of Springfield (--CITY" A municipal corporation in the Mate of Oregon 225 Fifth Street Springfield, Oregon 97477 and Willamette Community Health ("Independent Contractor") dba Cascade Health A. Type of Entity: ❑ Sole Proprietorship ❑ Partners ❑ Limited Liability Company ❑ Corporation B. Address: 2650 Suzanne Way, Suite 200 Eugene, OR 97408 C. Telephone: 541-228-3145 D. Fax No:. 541-228-3185 E. SSN or Fed. I.D. No: On File F. Professional License(s) No: Upon Request O., Oregon Agency Issuing License: State of OR — Oregon Board of Nursing, Oregon Health Authority -- EMS and Trauma Systems H. Foreign Contractor []Yes ® No (Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B (11). CITY Account Number(a) To Be Charged (include: Percentages): In consideration of the mutual covenants contained herein, the parties agree to the following terms, provisions and conditions: 1. Payment by CITY. CITY shall pay Independent Contractor according to the sum and schedule described in each discrete service Attachment in an amount not to exceed $367,640 and a contingency of up to $18,000 per year for Occupational Medical (this is not of commitment of funds but provision for any costs incurred under the Occupational Medical SOW). 1.1. Wellness Center: $327,640 annual 1.2. Occupational Med: Allocated to departments 1.3. EAP -- Directions: $30,000 annual 1.4. First Aid Training: $10,000 annual 02214 Rev1 Cascade Health Solutions Page 1 of 33 C2214r1 Cascade Health Solutions Page 3 of 35 First Amendment Attachment 2, Page 3 of 35 ATTACHMENT 1 FIRST AMENDMENT 2. Invoice. 2.1. Invoices to be sent to: Accounts Payable - City of Springfield, 225 51h Street, Springfield, OR 97477 or email to gp .sorincfield-or.aoy; 2.2. Invoices will be paid on net 30 day terms upon City acceptance of goods delivered, work or services performed; . 2.3. The invoice must reference this contract #2214 and approval code #211. 2.4. Each SOW shall be invoiced separately and the SOW # must be included. 2.. Each invoice for Occupational Medicine shall denote the department that ordered the service. 3. Services to be Performed by Independent Contractor. Independent Contractor shall perforin the services described on the fallowing Attachments (Statements of Work (SOW)), attached hereto and incorporated herein by this reference: 3.9. Attachment 3 SOW — Wellness Center 3.2. Attachment 2 — SOW — Occupational Medicine 3.3. Attachment 3 -- SOW — Employee Assistance Program (EAP) Directions 3.4. Attachment 4 — SOW — First Aid Training 4. Term. 4.1. This Agreement is effective as of the date first set forth above and shall continue until June 30, 2020, unless earlier terminated in accordance with the provisions of this Agreement or by mutual consent of the parties. 4.2. This agreement may be extended for two (2) additional one-year periods upon agreement of both parties which includes the review and approval of the Springfield Common Council in .considerations of the requirement of the Springfield Municipal Code Section 2.708(3) and the following procedure: 4.2.1. The parties shall confer not later than 60 days before the expiration of this Agreement regarding the desirability of extending the Agreement. The Springfield Contract Representative and the Independent Contractor shall confer regarding any proposed Agreement revisions proposed by either party. 4.2.2. If the parties agree, after negotiation, a Contract Amendment that stipulates and all agreement modifications shall be executed. 5. Sourcing. Exempt profession pursuant to SMC 2.7013(3)(e). 6. First Paint of Contact. Independent Contractor: Eric VanHouton; ericvh@caseadehealth,nra CITY: Tom Mugleston; 541-726-3724; tmugleston@springfietd-or.gov. 7. Independent Contractor Status. By its execution of this Agreement, Independent Contractor certifies its status as an "independent Contractor" as that term Is used under the laws of the State of Oregon, and that all performance of any labor or services required to be performed by Independent Contractor under the terms of this Agreement shall be performed in accordance with the standards set forth in ORS 670.600, and as more specifically set forth on Exhibit "A" attached hereto and incorporated herein by this reference, 8. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent Contractor shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited to ORS 279B.110, ORS 279B.220, ORS 279B.225, ORS 27913.230, and ORS 2796.235, and as more fully set forth on Exhibits "A" "B" and "C" attached hereto and Incorporated herein by this reference. 9. Work Performed. The work to be performed by Independent Contractor includes services generally performed by Independent Contractor in his/her/its usual line of business. 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 2 of 33 Page 4 of 35 Attachment 2, Page 4 of 35 ATTACHMENT 1 FIRST AMENDMENT 10. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not limited to income tax, payroll tax, social security and self-employment tax CITY shall not withhold, pay, or in any other manner be responsible for payment of any taxes on behalf of Independent Contractor and as more specifically set forth in Exhibit C. ft Reimbursement of Expenses. Independent Contractor shall not be entitled to reimbursement by CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing. 12. Materials and Supplies. Independent Contractor shall supply ali'materials and supplies needed to perform the services required unless otherwise agreed in writing. 13. No Authority To Bind CITY. Independent Contractor shall have no authority to enter Into contracts on behalf of CITY, its officers, agents and employees. This Agreement shall not create a partnership or joint venture of any sort between the parties. 14. Federal Employment Status. In the event payment made pursuant to this Agreement is to be charged against federal funds, Independent Contractor hereby certifies that it is not currently employed by the Federal Government and the amount charged does not exceed Independent ContraGtor's normal charge for the type of services provided is. Indemnification and Hold Harmless. The Independent Contractor shall assume all responsibilities for the work, and bear all losses and damages directly or indirectly resulting to the Independent Contractor, the City, or to others on account of the character or performance of thework, unforeseen difficulties, accidents, or any other cause whatsoever. The Independent Contractor shall assume defense of, indemnify and save harmless the City, its officials, agents, and employees from all claims, liability, loss, damage and injury of every kind, nature and description, directly or indirectly resulting. from activities in the performance of the Contract, the ownership, maintenance or use of motor vehicles In connection therewith, or the acts, omissions, operations, or conduct of the Independent Contractor or any Subcontractor under the Contract or any way arising out of the Contract, irrespective of whether any act, omission or conduct of the City connected witK1116'Gontract is a condition or contributory cause of the claim, liability loss, damage or injury and irrespective of whether act, omission, or conduct of the Independent Contractor or Subcontractor is merely a condition rather than a cause of a claim, liability, loss damage or injury. The Independent Contractor shall not be liable for nor be required to defend or indemnify, the City relative to claims for damage or damages resulting solely from acts or omissions of the City, Its officials, agents or employees. The absence of or inadequacy of the liability Insurance required in section 16 below shall not negate Independent Contractor's obligations in this paragraph. 16. Insurance. 16.1. General Insurance. The Independent Contractor shall maintain in force for the duration of this agreement a Commercial General Liability Insurance policy written on an occurrence basis with limits not less than $2,000,000 per occurrence and $3,000,000 in the aggregate for bodily injury or propprty damage. The policy will contain a 'per project" Aggregate endorsement. Automobile Liability (owned, non -owned and hired) insurance with limits not less than $1,000,000 per occurrence shall be maintained. The City, its employees, officials and agents will be named as an Additional Insured where operations are being conducted related to this contract, on the General Liability policy as respects to work or services performed under this Agreement to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the Independent Contractor or the fault of the Independent Contractor's agents, representatives or subcontractors. This insurance will be primary over any insurance the City may carry on its own, Independent Contractor understands that dW Is a public entity subject to the requirements of the Oregon Governmental Tort Claims Act, ORS 30.260 et seq. In the event that CITY'S financial obligations or liabilities are modified by any amendment to the liability limits imposed by the Oregon Governmental Tort Claims Act, Independent Contractor agrees that the limits 02214 Revi Cascade Health Solutlons Page 3 of 33 C2214rl Cascade Health Solutions Page 5 of 35 First Amendment Attachment 2, Page 5 of 35 ATTACHMENT 1 FIRST AMENDMENT regarding liability insurance set forth In this Section16.1 will be modlf'ted to conform to such limits. Independent Contractor and CITY shall sign an amendment to this Agreement incorporating such modificatlon. 16.2. professional Liability. independent Contractor shall maintain in force during the duration of this Agreement a claims made, professional liability policy with limits no less than $1,000,000 per occurrence and $3,000,000 in aggregate. 16.3. Workers' Compensation. Independent Contractor shall provide and maintain workers' compensation coverage with limits not less than $1,000,000 for its employees, officers, agents, or partners, as required by applicable workers' compensation laws as defined in 0RS 656.027 and CRS 701 .035(5), if Independent Contractor Is exempt from coverage, a written statement signed by Independent Contractor so stating the reason for exemption shall be provided to the City. 16.4. Evidence of Insurance Coverage.. Evidence of the required insurance coverages issued by an insurance company satisfactory to the City shall be provided to the City by way of a City approved certificate of insurance before any work or services commence. 16.5. Notice of Cancellation or Material Change In Coverage. The certificate of insurance shall contain a requirement that the Insurance company notify the City 30 days prior to any cancellation or material change in coverage. If the approved insurance company will not provide this 30 day notice, the Independent Contractor shah provide written notice to the City contract manager within 2 calendar days after the Independent Contractor becomes aware that their coverage has been canceled or has been materially changed. The Independent Contractor shall either fax 541-726-3782 said notice or email it directly to Jayne McMahan (jmemahan a@springfield-or.gov, City Procurement and Contract Manager. Regardless of what circumstances caused Independent Contractors insurance coverage to cease or be modified, it is the Independent Contractor's responsibility to notify the,C€ty. Falture to maintain proper insurance or provide noticec liation or modification shall be grounds for Immediate termination of this contract. (independent Contractor initials) 16.6. Equipment and Material. The Independent Contractor shall be responsible for any loss, damage, or destruction of its own property, equipment, and materials used In conjunction with the work. 16.7. Subcontractors. The Independent Contractor shall require all Subcontractors to provide and maintain general liability, auto liability, professional liability (as applicable), and workers' compensation insurance with coverage's equivalent to those required of the general contractor in this contract. The Independent Contractor shall require certificates of insurance from all subcontractors as evidence of coverage. 16.5. Exception or Waivers. Any exception or waiver of these requirements shall be subject to review and approval from the City's Risk Manager. 17. Termination. The performance of work under this Agreement may be terminated by CITY, In whole or in part, whenever for any reason CITY shall determine that such termination is in the best interest of CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice of Termination specifying the extent to which performance of the work under the Agreement is terminated and the date on which such termination is effective. Upon delivery to the Independent Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY shall, by agreement, make an appropriate written modification to this Agreement governing completion of portions of the Independent Contractor's work and payment therefore by CITY. 18. Rights In Data. All original written material, including programs, card decks, tapes, listings, and other documentation originated and prepared for CITY pursuant to this Agreement, shall become exclusively the property of CITY. The Ideas, concepts, know-how, or techniques developed during the course of this Agreement by Independent Contractor personnel can be used by either party in any way it may deem appropriate. Material already in Independent Contractor's possession, independently developed by Independent Contractor outside the scope of this Agreement, or rightfully obtained by Independent Contractor from third parties, shall belong to Independent Contractor. This agreement shall not preclude Independent Contractor from developing materials which are competitive, irrespective of their similarity to materials which might be delivered to CITY pursuant to 02214 Rev? Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 4 of 33 Page 6 of 35 Attachment 2, Page 6 of 35 ATTACHMENT 1 FIRST AMENDMENT this Agreement. Independent Contractor shall not, however, use any written materials developed under this Agreement In developing materials for others, except as provided in this section. 19, Confidentiality, During the course of performance hereunder, Independent Contractor or Its agent, employees, or contractors, may receive confidential information. Independent Contractor agrees to use its best efforts to maintain the confidentiality of such information and to inform each agent and employee performing services of the confidentiality obligation that pertains to such information. Regarding the receipt and handling of such information, independent contractor shall comply with the requirements of Exhibit D attached hereto and incorporated herein by this reference. The obligations of Exhibit D shall survive the termination of this Agreement and shall remain in perpetuity. 20. AssignmentlSubcontract. Independent Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this agreement, in whole or In part, without the prior written approval of CITY. No such written approval shall relieve Independent Contractor of any obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of Independent Contractor. Independent Contractor shall remain liable as between the original parties to this Agreement as If no such assignment had occurred. 21. Successors In Interest. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns. 22. Compliance With All (government Regulations. Independent Contractor shall comply with all Federal, State and local laws, codes, regulations and ordinances applicable to the work performed under this Agreement. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for termination of this Agreement. Damages or costs resulting from noncompliance shall be the sole responsibility of Independent Contractor. 23. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce any provision of this Agreement, Independent Contractor shall pay such additional sums as the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal. 24. Force Majoure. Neither party to this Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. CITY may terminate this Agreement upon written notice after determining such delay or default will unreasonably prevent successful performance of the Agreement. 25. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or suit against CITY on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any material furnished or work or services performed hereunder, Independent Contractor shall defend CITY against any such suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney's fees in connection with such claim or suit. 26. Severability. If any provision of this Agreement Is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions small not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 27. Access To Records. CITY and its duly authorized representatives shall have access to books, documents, papers and records of Independent Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. CITY will not have access to patient records or employee medical files per Health Insurance Portability and Accountability Act (I-11PAA) of 1996, Public Law 191-104, as it may be amended from time to time, and all regulations applicable thereto, Independent Contractor will assist patient with sharing their personal health care records with other health care professionals in perpetuity. 02214 Rev1 Cascade Health Solutions Page 5 of 33 C2214r1 Cascade Health Solutions Page 7 of 35 First Amendment Attachment 2, Page 7 of 35 ATTACHMENT 1 FIRST AMENDMENT 28. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or relinquishment by CITY of the right to such performance in the future nor of the right to enforce any other provision of this Agreement. 29. Non Appropriation. The obligation of the City to make payments beyond June 30, 2019 is subject to annual appropriation. To the extent that funds are appropriated to make those payments for a given fiscal year, the full faith and credit of the City is pledged to the payments for such fiscal year. The obligation of the City to make those payments is not secured by the unlimited taxing power of the City is not a general obligation of the City. The City's obligation to make those payments in any year is subject to future appropriation of funds by the City Council for the fiscal year in which the payment is due. In the event that funds are not so appropriated, payments will not be made. The failure to make a payment due to non -appropriation shall not constitute a default under this Agreement. 30, Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever, without prior written approval of CITY, No modification of this Agreement shall bind either party unless reduced to writing and subscribed by both parties, or ordered by a Court. 31. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal and State civil rights and rehabilitation statutes, rules and regulations. 32. Americans with Disabilities Act Compliance. Independent Contractor will comply with all applicable provisions of the Americans with Disabilities Act of 1990, 42 USC Section 12101 et seq. and Section 504 of the Rehabilitation Act of 1973. 33. Dual Payment. Independent Contractor shall not be compensated for work performed under this . contract from any CITY agency other than the agency which is a party to this contract. 34. Choice of Law, Forum, Construction of Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Oregon, apart from choice of law provisions. The parties agree that the Circuit Court for the County of Lane, State of Oregon, or the Federal District Court of the State of Oregon (Eugene) is the sole and proper forum for resolving any disputes involving this Agreement, any breach of this Agreement, or relating to its subject matter. The Parties agree to submit themselves to the jurisdiction of such courts without challenge to the jurisdiction of these courts. This Agreement shall not be construed more favorably to CITY due to the preparation of this Agreement by CITY. The headings and subheadings in this Agreement are for convenience, do not form a part of this Agreement, and shall not be used in construing this Agreement. 35, Entire Agreement. This Agreement signed by both parties is the parties' final and entire Agreement and supersedes all prior and contemporaneous oral or written communications between the parties, their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein. IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first set forth above. r y M Pit.= c. ' . -�-INA !)v i;it Cnntr:licenftic h,�--.1 IZ • 18 • f d' C2214 ReA Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment INDEPENDENT CONTRACTOR By: Name: Title: Date: Page 6 of 33 Page 8 of 35 Attachment 2, Page 8 of 35 REVIEWED & APPROVED AS TO F DATE: OFFICE OF CITE ATrORNEY ATTACHMENT 1 FIRST AMENDMENT Independent contractor states and represents that contractor is an independent contractor as that terra is defined in Oregon Revised Statute 676.600 and more specifically represents, states and agrees that in providing the services and scope of work specified in this contract; 1. Independent contractor provides services for remuneration; and 2. Independent contractor is free from direction and control over the means and manner of providing the services and scope of work subject only to the right of City to specify the desired results; and ' Independent contractor is customarily engaged in an independently established business; and 4. Independent contractor is licensed within the state of Oregon to provide any services for which a license is required under ORS Chapter 671 or 701 and is responsible for obtaining other licenses or certificates necessary to provide the service: or scope of work; and S. independent contractor complies with at least three of the following requirements: (a) A business Dation is maintained that is separate from the business or work location of City; or is in a portion of the Independent contractor's residence and that portion is used primarily for the business. (b) The independent contractor bears the risk of loss related to the provision of services or scope of work such as entering into a fixed price contract, defective work is required to be corrected, the services provided are warranted or indemnification agreements, liability Insurance and performance bonds and errors and omissions Insurance are provided. (c) Contracted services for two or more different persons or entities within a twelve month period have been obtained, or routinely engaged in business advertising, solicitation, or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. (d) Significant investment in the business has been made such as purchasing tools or equipment, paying for premises or facilities where services are provided, paying for licenses, certificates or specialized training. (e) Possesses authority to hire other persons to assist In providing their services and has the authority to fire those persons. b. Independent contractor will immediately inform City in the event that it fails to conduct its services In one or more particulars as represented in 1 through 5 above. 02214 Rev1 Cascade Health Solutions Page 7 of 33 C2214r1 Cascade Health Solutions Page 9 of 35 First Amendment Attachment 2, Page 9 of 35 ATTACHMENT 1 FIRST AMENDMENT >1-F91W109i City of Springfield Public Contracts Conformance with Oregon Public Contractors haws Pursuant to Oregon law, every public contract shall contain the following conditions: 1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract. OILS 2798.220(1) 2) Ray all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279B.220(2). 3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material Rimished. QRS 279B.220(3). 4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167, ORS 27913.220(4), 5) If the agreement is for ]awn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279]4.225. 6) Promptly, as due, make payment to any person, copartnership, association or corporation ftunishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sutras that the contractor collected or deducted from the wages of employees under any law, contractor agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 279B.230. 7) A person may not be employed for more than I0 hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279A.055, the employee snail be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days; or b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.235(l)-(2). 8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3). 9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 2798.020(t)(b)(B)-(G) and for all time worked in excess of 10 hours in any one day or in excess of 40 boars in any one week, whichever is greater. Employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the employees maybe required to work. ORS 279B.235(5). If this agreement is for a public improvement, the contract shall contain the following conditions: 10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performanee of the work provided for in the contract. ORS 279C.505(lxa), 11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279C.505(l)(b), 12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. QRS 279C.505(1)(c). 13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. QRS 279C.505(1)(d), 14) The contractor shall demonstrate that an employee drug testing program is in place. QRS 279C.505(2). 02214 Rev1 Cascade Health Solutions C2214rl Cascade Health Solutions First Amendment Page 8 of 33 Page 10 of 35 Attachment 2, Page 10 of 35 ATTACHMENT 1 FIRST AMENDMENT 15) If the contractor Fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or officers representing the state or a county, school district, rnunicipahty, municipal corporation or subdivision thereof, as the case may bc, may pay such claim to the person famishing labor or services and charge the amount of the payment against the :Bands due or to become due the contract by reason of the contract, if the contractor or first-tier subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after rcoeipt of payment from the contracting agency or a contractor, the contractor or fust -tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10 -day period that payment is due under OILS 2790.580(4) and is subject to a good faith dispute as defined in ORS 2790.580, if the contractor or a subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as defined in OILS 2790.580. Olt 5 2790.515. 16) The payment of a claim does not relieve the contractor or the contractor's surety from obligation with respect to any unpaid claims. ORS 279C.515(4). 17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 2790.100, the employee shall be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days; or, b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and, c) For all work performed on Saturday and on any legal holiday specified in ORS 279&020. ORS 279C.520(I). An employer shall give notice in writing to employees who work on a public contract either at the time of hue or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 27913.520(2). 18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S. C, 201-209 from receiving overtime. ORS 279C.520(3). 19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1Xb)(B)-(G) and for all time worked in excess of 10 hours in anyone day or in excess of40 hours in anyone week, whichever is greater. An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week .that the employees maybe required to work. ORS 279C.520(5) 20) ENVIRONMENTAL MATTERS: In compliance with ORS 2790.525, the Contractor is made aware that the following federal, state, and local agencies have enacted ordinances or regulations relating to the prevention of environmental pollution or the preservation of natural resources which may affeet performance of SUB contracts. This'is not intended to be a complete listing of agencies. Other agencies may have enacted ordinances or regulations that may apply, If the Contractor is delayed or roust undertake additional work by reason of existing ordinances, rules or regulations of agencies not cited in the Contract m due to enactment of new or the amendment of existing statutes, ordinances, rules or regulations relating to the prevention of natural resources occurring after the submission of the successful quote, the contracting agency may, at its discretion, terminate the Contract, complete the work itself; use non -agency forces already under contract with the City, require that the underlying property owner be responsible for cleanup, solicit quotes for a new contractor to provide the necessary services or issue the Contractor a change order setting forth the additional work that must be undertaken. If the Contractor encounters a condition not referred to in the Invitation to Bid documents, not caused by the Contractor or any subcontractor employed on the project and not discoverable pre-bid visual site inspection, and the condition requires compliance with the ordinances, rules or regulations referred to under this regulation, the contractor shall immediately notify SUB of the condition. FEDERAL AGENCIES Department of Agriculture Fish and Wildlife Services Forest Service Office of Surface Mining Soil Conservation Service Reclamation and Enforcement Department of the Army Corps of Engineers Bureau of Reclamation Coast Guard Department of Labor Department offiealth and Human Seivices Occupational Safety and Health Administration Department ofthe Interior Mine Safety and Health Administration Bureau of Indian Affairs Department of Transportation Bureau of Land Management Federal Highway Administration Bureau of Outdoor Recreation Environmental Protection Agency Department of Commerce STATE AGENCIES Department of Agriculture Department of Human Services Department of Energy Land Conservation and Development Commission Department of Environmental Quality Division of State lands 02214 Revl Cascade Health Solutions C2214rl Cascade Health Solutions First Amendment Page 9 of 33 Page 11 of 35 Attachment 2, Page 11 of 35 Department of Fish and Wildlife Department of Forestry Department of Geology and Minerals LOCAL AGENCIES Common Council, City of Springfield Environmental Services, City of Springfield Board of Commissioners, Lane County Lane Regional Air Protection Agency Willarnalane Park & Recreation M;trict Rainbow Water District ATTACHMENT 1 FIRST AMENDMENT State Soil and Water Conservation Commission Water Resources Department Oregon Department of Transportation Planning Commission, City of Sprirtgfield Development Services Department, City of Springfield Planning Commission, Lane County Springfield Utility Board Springfield Dommtown & Glenwood Urban Renewal Districts 21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and suras that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying fur the services. All employers shall comply with ORS 656.017. QRS 279C.530. 22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal prevailing rate of wage required. Every contract and subcontract shall contain a provision thatworkers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838, 00279C.930(1). If this agreement is for demolition, the contract shall also contain the following conditions: 23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. OILS 279C.510(l ) C2214 Revi Cascade Health Solutions Page 10 of 33 C2214rl Cascade Health Solutions Page 12 of 35 First Amendment Attachment 2, Page 12 of 35 ATTACHMENT 1 FIRST AMENDMENT EXHIBIT AJ A. Contractors Compliance with Tax saws. I. Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, 'tax laws" includes all the provisions described in Subsection B. I . (i) through (iv) of this Contract. 2. Any violation of Subsection 1 of this Section A shall constitute a material breach of this Contract. Further, any violation of Contractor's warranty, in Subsection B.I. of this Contract, that Contractor has complied with the tax taws of this state and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Contract. Any violation shall entitle City to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to: a., Termination of this Contract, in whole or in part; b. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State's setoff right, without penalty; and C. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. City shall be entitled to recover any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing [replacement Services/replacement Goods/ a replacement contractor]. These remedies are cumulative to the extent the remedies are not inconsistent, and City may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. Ba Contractor's Representations and Warranties, Contractor represents and warrants to City that: I . Contractor (to the best of Contractor's knowledge, after due' inquiry), for a period of no fever than six calendar years preceding the [date of Closing of ]bids/proposals)for/effective date of] this Contract, faithfully has complied with: (i) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor's property, operations, receipts, or income, or to Contractor's performance of or compensatioh for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Any (Goodsflterns/EquipmenVComponents/Hardware/Soaiware/Intellectual Property Rights, etc.) [delivered to/granted to] City under this Contract, and Contractor's. Services rendered in the performance of Contractor's obligations under this Contract, shall be provided to City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages,, security interests, liabilities, charges, and encumbrances of any land. 02214 Rev1 Cascade Health Solutions Page 1 t of 33 C2214rl Cascade Health Solutions Page 13 of 35 First Amendment Attachment 2, Page 13 of 35 ATTACHMENT 1 FIRST AMENDMENT "Protected Information" shall be defined as data or information that has been designated as private or confidential by law or by the City. Protected Information includes, but is not limited to, employment records, medical records, personal financial records (or other personally identifiable information), trade secrets, and classified government information. To the extent there is any uncertainty as to whether any data constitutes Protected Information, the data in question shall be treated as Protectedlnformation until a determination is made by the City or proper legal authority. 2. Data Confidentiality. Independent Contractor shall implement appropriate measures designed to ensure the confidentiality and security of Protected Information, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action of unauthorized disclosure that could result'in substantial harm to the City or an individual identified with the data or information in Independent Contractor's custody or access. To the extent that Independent Contractor may have access to City protected health information (as the same is defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (1I1PAA), as amended, and the implementing regulations known and referred to as Privacy Rule, Security Rule, Enforcement Rule and Breach Notification Rule, referred to herein collectively as "HIFAA"), Independent Contractor agrees to protect such information in compliance with: HIPAA and represents thatit has the processes, systems and training to assure compliance with the same. 3. Data and Network Secarlty. Independent Contractor agrees at all times to maintain commercially reasonable network security that, at a minimum, includes: network firewall provisioning, intrusion detection/prevention and periodic third party penetration testing. Likewise Independent Contractor agrees to maintain network security that at a minimum conforms to current standards set forth and maintained by the National Institute of Standards and Technology, including those at: httpJ/checkiists.nist.aovfrenositorv. Independent Contractor agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority, Security Breach. In the unlikely event of a security breach or issue, Independent Contractor will notify the appropriate City contact no later than one hour after they are aware of the breach. Independent Contractor will be responsible for all remedial action necessary to correct the breach; provided however, that Independent Contractor will not undertake ligation on behalf of the City without prior written consent. Data Storage and Bacl inp. Independent Contractor agrees that any and all City data will be stored, processed, and maintained solely on designated servers and that no City data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of the Independent Contractor's designated backup and recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the states, districts, and territories of the United States unless specifically agreed to in writing by an City officer with designated data, security, or signature authority. An appropriate officer with the necessary authority'can be identified by the City Information Security ©macer for any general or specific case. Independent Contractor agrees to store all City backup data stored as part of its backup and recovery processes in encrypted form, using no less than AES 256. Data Re -Use -Ilse. Independent Contractor agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement, Data shall not be distributed, repurposed or shared across other applications, environments, or business units of Independent Contractor. Independent Contractor C2214 Rev? Cascade Health Solutions C2214rl Cascade Health Solutions First Amendment Page 12 of 33 Page 14 of 35 Attachment 2, Page 14 of 35 ATTACHMENT 1 FIRST AMENDMENT further agrees that no City data of any kind shall be revealed, transmitted, exchanged or otherwise passed to other Independent Contractor or interested parties except on a case-by-case basis as specifically agreed to in writing by a City officer with designated data, security, or signature authority. 7. PCI Cor RL!ance. Independent Contractor agrees to comply with PCI DSS (payment Card industry Data Security Standard). As evidence of compliance, Independent Contractor shall provide upon request a current attestation of compliance signed by a PCI QSA (Qualified Security Assessor). S. End of Agreement Data Handling. Independent Contractor agrees that upon termination of ibis Agreement it shall erase, destroy, and render unreadable all City data in its entirety in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities, and certify in writing that these actions have been completed within 30 days of the termination of this Agreement or within 7 days of the request of an agent of City whichever shall come first. 9. Mandatoa, Disclosure of protected Information. If Independent Contractor becomes compelled by law or regulation (including securities' laws) to disclose any Protected Information, Independent Contractor will provide City with prompt written notice so that City may seek an appropriate protective order or other remedy. If a remedy acceptable to City is not obtained by the date that Independent Contractor must -comply with the request, Independent' Contractor will furnish only that portion of the Protected Information that it is legally required to furnish, and the Independent Contractor shall require any recipient of the Protected Information to exercise commercially reasonable efforts to keep the Protected Information confidential. 10. Remedies for Disclosure of Confidential Information. Independent Contractor and City acknowledge that unauthorized disclosure or use of the Protected Information may irreparably damage City in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Protected Information shall give City the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys` fees). Independent Contractor hereby waives the posting of a bond with respect to any action for injunctive relief. Independent Contractor further grants City the right, but not the obligation, to enforce these provisions in Independent Contractor's name against any of Independent Contractor's employees, officers, board members, owners, representatives, agents, contractors, and subcontractors violating the above provisions. 11. Non -Disclosure. Independent Contractor is permitted to disclose Confidential Information to its employees, authorized subcontractors, agents, consultants and auditors on a need to know basis only, provided that all such subcontractors, agents, consultants and auditors have written -confidentiality obligations to both .Independent Contractor and City. 1.2. Criminal Background Check. City shall perform criminal background checks on all talent assigned to this project before a person is allowed to work on any of the City's Criminal Justice Information System (CJIS) protected data, software systems or facilities. For access to any area where CJI information is stored or transmitted Independent Contractor's employees shall possess Level 4 certification. 13. Survival. The confidentiality obligations shall survive termination of any agreement with Independent Contractor for a period of ten (10) years or for so long as the information remains confidential, whichever is longer and will inure to the benefit of City. C2214 Revi Cascade Health Solutions C2214rl Cascade Health Solutions First Amendment Page 13 of 33 Page 15 of 35 Attachment 2, Page 15 of 35 ATTACHMENT 1 FIRST AMENDMENT of Springfield Business Associate Agreement This Business Associate Agreement ("Agreement") between City of Springfield (Springfield) and INDEPENDENT CONTRACTOR is executed to ensure that INDEPENDENT CONTRACTOR will appropriately safeguard protected health information ("PH") that is created, received, maintained, or transmitted on behalf of Springfield in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), and with Public Law 111-5 of February 17, 2099, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D — Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the "HITECH Act"). A. General Provisions 1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms defined in HI PAA. 2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA. B. Obligations of Business Associate INDEPENDENT CONTRACTOR agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; 2. Use appropriate safeguards and comply, where applicable, with Subpart C of 45 CFR Part 164 to prevent use or disclosure of PHI other than as provided for by this Agreement; Report to Springfield any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including any security incident (as defined in 45 CFR 164.304) and any breaches of unsecured PHI as required by 45 CFR §164,410. Breaches of unsecured PHI shall be reported to Springfield without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(il) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of INDEPENDENT CONTRACTOR agree to the same restrictions, conditions, and 02214 Rev1 Cascade Health Solutions Page 14 of 33 C2214r1 Cascade Health Solutions Page 16 of 35 First Amendment Attachment 2, Page 16 of 35 ATTACHMENT 1 FIRST AMENDMENT requirements that apply to INDEPENDENT CONTRACTOR with respect to such Information; t - Rgill-ritr r 6. make any amendment(s) to PHI in a designated record set as directed by Springfield, or take other measures necessary to satisfy Springfield's obligations under 45 CFR §164.526 in no more than 30 days of a request; 7. Maintain and make available information required to provide an accounting of disclosures to Springfield or an individual who has a right to an accounting within 60 days and as necessary to satisfy Springfield's obligations under 45 CFR §164.528; S. To the extent that INDEPENDENT CONTRACTOR is to carry out any of Springfield's obligations under Subpart E of 45 CFR Part 164, INDEPENDENT CONTRACTOR shall comply with the requirements of Subpart E of 45 CFR Part 164 that apply to Springfield when it carries out that obligation; 9. Make its internal practices, books, and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA rules; 10. Springfield shall notify INDEPENDENT CONTRACTOR of any restriction on the use or disclosure of PHI that Springfield has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect INDEPENDENT CONTRACTOR's use or disclosure of PHI; and 11. If Springfield is subject to the Red Flags Rule (found at 16 CFR §681.1 etseq,), INDEPENDENT CONTRACTOR agrees to assist Springfield in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all Steps necessary to comply with the policies and procedures of Springfield's Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of Springfield agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Springfield of any red flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Springfield . of any threat of identity theft as a result of the incident. 12. If INDEPENDENT CONTRACTOR is part of a larger organization, INDEPENDENT CONTRACTOR will implement policies and procedures to protect PHI from unauthorized access by the larger organization. 02214 Rev1 Cascade Health Solutlons Page 15 of 33 C2214r1 Cascade Health Solutions Page 17 of 35 First Amendment Attachment 2, Page 17 of 35 ATTACHMENT 1 FIRST AMENDMENT The specific uses and disclosures of PHI that may be made by INDEPENDENT CONTRACTOR on behalf of Springfield are limited to: 1. The review of patient care information in the course of INDEPENDENT CONTRACTOR conducting risk and compliance assessment activities, or providing Springfield with a Control Activity Gap Analysis, or the review of PHI and other information necessary to assist Springfield in developing its H1PAA compliance program; and 2. Other uses or disclosures of PHI as permitted by the HIPAA rules as necessary to perform the services set forth in the Service Agreement. 3. Uses or disclosers of protected health information as required by law D. Termination 1. Springfield may terminate this Agreement if Springfield determines that INDEPENDENT CONTRACTOR has violated a material term of the Agreement. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party's obligations under this Agreement, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement, if feasible. 3. Upon termination of this Agreement for any reason, INDEPENDENT CONTRACTOR shall return to Springfield or destroy all PHI received from Springfield, or created, maintained, or received by INDEPENDENT CONTRACTOR on behalf of Springfield that INDEPENDENT CONTRACTOR still maintains in any form. INDEPENDENT CONTRACTOR shall retain no copies of the PHI. if return or destruction is infeasible, the protections of this Agreement will extend to such PHI. 4. The obligations under Section Dare perpetual and shall survive termination of this agreement. CITY OF S GF D: INDEPIE By: _ By: Name: f Name: Title: Title: Date: �,� /,� Date: 02214 Revi Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 18 of 33 Page 18 of 35 Attachment 2, Page 18 of 35 ATTACHMENT 1 FIRST AMENDMENT UUYTTRUITZKOW 1. DESIRED OUTCOMES OR PURPOSE a. City wishes to furnish to its employees certain preventative, disease management, health consultation, and/or primary care services. b. The City desires to retain Cascade Health to furnish such preventative, wellness disease management, health consultation, and/or primary care services; 2. POINT OF CONTACT a. Independent Contractor: Travis Brooke; 541-228-3145; tbrooke@cascadehealth.org b. City: Tom Mugleston; 541-726-3724; tmugleston@springfield-or.gov 3. DEFINITIONS a. "Care Provider" means a staff member or independent contractor of Cascade Health who provides care or consultation services directly to patients b. "Collaborating Physician" means an appropriately licensed physician who has a collaborative relationship with a nurse practitioner or physician's assistant as required under the laws of the state in which such nurse practitioner or physician's assistant is providing services, c. "Covered Services" means the services agreed upon between the City and Cascade Health that are provided through the City Wellness Center. d. "Wellness Center" means the City medical facility located at 225 5th Street, Suite 51.8, Springfield, Oregon 97477. e. "Participant" means an individual eligible to participate in the covered services as determined by the eligibility criteria of the City of Springfield's health plan or as otherwise determined by the City. 4. FEE SCHEDULE a. Annual Administration Service Fee - Not: to exceed $272,640 I. One -twelfth (1/12) of this fee ($22,720) will be paid at beginning of each month of service. A with a narrative of this fee will be Included in the discrete invoice for this service. Ii. This fee covers all "Wellness Center Staffing" identified in Section 4, all "Covered Services" identified in sections 5 and 6 below, and any office or other equipment required to provide care to patients or maintain patient records. b. Reimbursable Lab and Medical Supplies -- Not to exceed $55,000 L This fee covers all medical, lab and other "claim" costs related to the direct treatment of patients. inclusive of yet not limited to tongue depressors, swabs, vaccinations, cholesterol tests, rapid strep tests, gauze and other labs and medical supplies necessary to provide patient care. Ii. Lab and medical supplies will be invoiced monthly at pass through cost with no mark-up. The invoice for lab and medical supplies will include a description of the items, quantity and cost. 02214 Rev1 Cascade Health Sol€aiions Wage 17 of 33 C2214r1 Cascade Health Solutions Page 19 of 35 First Amendment Attachment 2, Page 19 of 35 ATTACHMENT 1 FIRST AMENDMENT iii. Reimbursable Lab and Medical Supplies will be billed in a discrete monthly invoice. -0 WWI I i. All optional services roust be pre -approved in writing by the City. An written and executed amendment to the contract will be required prior to the services being rendered. fl. Optional services will be billed In a discrete invoice the month following as they occur. iii. Optional services will be billed at cost with no mark-up with the exception of professional services which will be billed at the rates below. rofessional Services . Nurse Practitioner (NP) $100 per hour Registered Nurse (RN) $72 per hour Licensed Practical Nurse (LPN) $52 per hour Medical Office Assistant $44 per hour 5. WELLNESS CENTER STAFFING AND HOURS OF OPERATION a. Location I. The services provided under this Agreement will be provided at 225 5t€, Street, Suite 518; Springfield, Oregon 97477. b. Hours of operation 1. Cascade Health will provide regular patient care hours of not less than 32 hours per week at a schedule to be mutually agreed upon between the City and Cascade Health. ii. Notwithstanding the hours of operation described above, the wellness center shall be closed during all holidays during which the City of Springfield offices are closed. c. Staffing I. Wellness Center Staffing will include at least one (1) mid-level practitioner (nurse practitioner or physician's assistant) working no less than 32 hours per week on site and at least one (1) medical assistant working no less than 32 hours per week on site. Each mid-level practitioner will have access to a collaborating physician who provides medical supervision, consultation, chart review, and quality assurance activities as needed. ii. All work under this contract (SOW) shall be performed in a skillful and competent manner. The City Manager or designee, may require, in writing, that the Independent Contractor remove from the work any employee the City deems incompetent, careless, or otherwise objectionable. The replacement employee must have demonstrated similar qualifications and experience as required to successfully perform such duties. iii, All direct patient health care staff must carry requisite Oregon State licensing and be in good standing with Oregon State Board of Nursing. 02294 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 18 of 33 Page 20 of 35 Attachment 2, Page 20 of 35 ATTACHMENT 1 FIRST AMENDMENT iv. Wellness center staff will follow the requirements in Oregon Administrative Renes burse Practitioner Scope of Practice for Family Furse Practitioner (OAR 851.-050-0005). . Substitute Staffing I. In the event of ars unexpected clinician absence, the wellness center shall remain open for services to be continued, to the extent possible, by the other regular wellness center staff member(s). lip to five (S) days of such absences that result in no primary care services being provided shall be allowed per year. Cascade Health will arrange for fill-in staffing for scheduled absences. ii. Cascade Health Solutions will provide backup staff to cover absences by the contracted staff and will notify the City at 541.-7263705 whenever back up staff is utilized. Ill. In the event that the absences exceed five (5) days annually Cascade health shall credit $100 per hour in the following month's invoice. 6. COVERED SERVICES a. Cascade Health will provide the City with the section below entitled "Description of Covered Services". Services that do not clearly fall within the description below shall be outside the scope of this Agreement, and City and Cascade Health shall instruct Participants to seek outside assistance for such matters with an alternate healthcare provider. Cascade Health may provide some of the Cascade Health's Services by engaging the services of third party contractors, particularly for professional medical services. b. The programs and services provided under this Agreement are not designed or intended to be provided under any City employee benefit plan or program. Accordingly, neither Cascade Health, nor any of the third party contractors it may engage, Is a fiduciary, trustee, or sponsor with respect to these programs or services. In the event the programs and services become part of a City employee benefit plan or program, Cascade Health, and each of the third party contractors it may engage, shall be considered to be acting only as a consultant to City with respect to such matters and shall not be considered In a fiduciary, trustee or sponsor relationship in such plan. 7. DESCRIPTION OF COVERED SERVICES a. Primary care L Episodic Care 1.. Assessment and treatment of medical conditions that are episodic in nature and short in duration. Examples include, but are not limited to, upper respiratory infections, rashes, Infections, and first treatment of minor Injuries. Ill. Management of Chronic Conditions 1.. Management of chronic conditions as needed. Examples include, but are not limited to, hypertension, hypothyroidism, allergic rhinitis, hypercholesterolemia and diabetes. 2. For those individuals with an existing primary care provider and/or specialist with whom they work, and in particular for those individuals who have multiple complicated medical conditions requiring specialty C2214 Rev1 Cascade Health Solutions Page 19 of 33 C2214r1 Cascade Health Solutions Page 21 of 35 First Amendment Attachment 2, Page 21 of 35 ATTACHMENT 1 FIRST AMENDMENT care anti/or significant oversight, the Cascade Health clinician will work in collaboration with said provider(s)- Ill. Management of acute or complicated conditions 1.. For those patients with no designated primary care, or lacking access to established primary care, there may be times that complicated and/or time -sensitive problems arise requiring testing (including tests requiring prier authorization with insurance), and/or referrals to specialists. The clinician will work with the patient to obtain and interpret emergent tests and to authorize and arrange referrals to appropriate specialists and/or to Internal Medicine for ongoing management. iv. Routine annual exams and screenings 1. Annual men's health exams — includes a complete physical exam and age-appropriate routine labs and vaccines. 2. Annual women's health exams - Includes a complete physical exam, age-appropriate routine labs and vaccines, pelvic exam and pap smear, HPV testing, pregnancy tests and testing for STIs when requested or indicated. v. Travel Medicine 1. Consultation with clinician to receive guidance on recommended Immunizations, medications, and travel precautions and/or medicine. b. Pediatric Care Episodic care of minor acute illnesses such as ear infections, upper respiratory infections, rashes, diarrhea, nausea and vomiting. Well child care for children ages four (4) and older to include school physicals, sports physicals, health coaching, chronic condition coaching, and administration of certain immunizations. c. Supplemental Primary Care Services i. Lab draws I. Certain Clinical Laboratory Improvement Amendments of 1988 (CLIA) - waived lab tests will be done on site, including Rapid Strep, Urinalysis, pregnancy test, and blood glucose level. Other labs such as wound culture, urine culture, throat culture may be obtained in-house and sent to the lab for diagnostic and monitoring purposes at the recommendation of the onsite clinician. 2. other lab test will be ordered by the onsite clinician, but taken and analyzed at and by the lab. ii. Immunizations I. Immunizations, including Hepatitis A, Hepatitis B, tetanus, flu, and pneumonia will be available at the wellness center by regularly scheduled staff by appointment. 2. Tb tests will be administered and read by clinicians In office. 3. Some travel immunizations will be available by appointment. 4. Flu -shots given outside of regular office hours will be provided through the wellness center in accordance to a schedule and manner agreed upon by the City. Should a flu -shot drive require additional staffing, it will be provided at the contracted rate for such work. . Health Maintenance and Disease Prevention 1. Health Risk Assessment -Administered online or in paper version screens for; C2214 Revi Cascade Health Solutlons C2214r1 Cascade Health Solutions First Amendment Page 20 of 33 Page 22 of 35 Attachment 2, Page 22 of 35 ATTACHMENT 1 FIRST AMENDMENT 1. General health and well-being 2. Health history including symptoms, conditions, and family history to the extent allowed by GINA. 3. Tobacco use, alcohol use and stress levels ii. Comprehensive Beath Review (CHR) - For high risk individuals and individuals with chronic disease a CHIS utilizing.- 1. tilizing:1. Online access to complete the Health History and Frisk Assessment (HHRA) 2. one on one consultation with the onsite clinician to review assessment results, health history and risk appraisal, set goals and recommend strategies to achieve goals. Ili. Lifestyle Risk Reduction -For high risk individuals agreeing to follow-up with the Cascade Health Care provider as their personal health coach: 1. Work one on one with individuals to change behaviors putting them at risk for certain conditions; addressing lifestyle habits such as physical activity, smoking, diet, stress, weight control, cholesterol and blood pressure. 2. Individualized change management plans 3. Proactive support iv. Health Education Programs I. Wellness Center staff will provide health education classes to city staff as requested by the city and as available by clinician. Topics for these classes will be based on the major risk factors for City employees as a group and interest of employees. Examples may include Nutrition and Healthy Eating, Weight Management, Fitness, Stress Management, Diabetes, Prevention of Diseases, Managing Cholesterol, Controlling High Blood Pressure, Managing Depression, Substance Abuse, Safety, CPR, utilizing epi -pens, First aid, and Blood born pathogen training. Workshops on additional health and wellness topics will be developed for the City on request. v. Chronic Condition Coaching 1.. For individuals with chronic diseases (Diabetes, COPD, asthma, CHF, CAD, HTN, depression, low back pain) 2. Work 1:1 with individuals to empower and educate them to improve their health and quality of life through self-management practices and adherence to a treatment plan that aligns with national clinical guidelines for their disease, 3. Coaching, symptom monitoring, and disease education e. Health Technology 1. Personal Health Record with risk profile, wellness score, Interactive nutrition and activity trackers, and medical content li. Online scheduling system and secure messaging ill. Electronic Medical Record. This shall be maintained in Electronic Health Record (EHR) format and compliance with all state and federal regulations. The system used must be certified by the Certification Commission for Health Information Technology (CCHIT). All patients will be registered in the software. 02214 Rev1 Cascade Health Solutlons C2214r1 Cascade Health Solutions First Amendment Page 21 of 33 Page 23 of 35 Attachment 2, Page 23 of 35 ATTACHMENT 1 FIRST AMENDMENT f. Account Management and Advisory Services I. One Point of Contact: An assigned Account Manager provides one point of contact for triaging issues to ensure any issues are identified and addressed quickly. ii. Clinical Coverage Plan: Cascade Health will establish and provide a coverage plan for clinical staff absences due to illness, vacation or continuing medical education (CME) time off. iii. Bi -Monthly Reviews: Account Manager will hold monthly meetings with the City to deliver and discuss the reports described below to ensure that the City has data on wellness center activity and progress toward goals. iv. Annual Review: Account Manager will provide face-to-face annual reviews of the wellness center business, incorporating the City -specific key performance metrics from the previous year, as well as a strategic plan for the next year. This is typically known as a Supplier Business Review Process. v. Ongoing Health Promotions: Account Manager will work together with the City to manage ongoing communications forthe promotion of wellness center services and operations, vi. Strategic Manning: Account Manager will work to understand and support City's unique business objectives and goals for the wellness center. The Account Manager will work collaboratively with the City's broker/consultant, as well as other health related vendors (EAP, etc.) as needed to ensure that employee health resources are fully leveraged. g. Management Reporting and Analysis Cascade Health and the City of Springfield will work collaboratively to develop reporting and analysis that Illustrate the wellness center's progress toward its strategic goals. Springfield will make every attempt to develop a collaborative relationship between Cascade Health, the City and PacificSource so that reporting goals can be reached. 1. Monthly client activity and trends report Including visit volume (visits for acute care, risk reduction and chronic condition management, group work and telephonic consults), high risk patients engaged, high risk patients making progress, encounters by CPT code, diagnoses by ICO -10 code, prescriptions written, and overall savings from operations. ii. Annual reports Including: 1. Population stratification report identifying percent of the population screened, size and nature of high risk population and size and nature of population with chronic conditions identified through data mining and/or screening. 2. Utilization by union group. 3. Review of wellness center operations Including wellness center volumes, population penetration rate and patient satisfaction. 4. Cascade Health with work with the City's broker/consultant to report on combined wellness center and Health plan utilization of health services combining both the wellness center and regular health plan statistics, The intent is to show the relationship between and effect of wellness center activities on the cost and utilization of health coverage. 5. Examination of outcomes Including overall improvement in population health status, patient satisfaction, savings from wellness center 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 22 of 33 Page 24 of 35 Attachment 2, Page 24 of 35 ATTACHMENT 1 FIRST AMENDMENT operations and return on investment analysis, and plan for continuous quality improvement. L Multimedia communication campaigns, including site posters, events, digital communication, and mailings to the home, customized with location -specific information, ii. Quarterly communication campaign with material to promote services. Outreach is customized to the City's needs, based on review of client's population health risk stratification report. 10, New hire orientation presentations, as needed. iv. Health promotion activities including educational sessions, group programs, wellness center promotional activities, health fair support, health and fitness challenges, and other programs designed to increase engagement. Custodial Services I. Cascade Health shall provide all wellness center custodial services to medical industry standards. All cleaning equipment and consumable supplies are the responsibility of Cascade Health. Cascade Health may engage subcontractors to assist Cascade Health In the cleaning of the Center. Cascade Health will replace custodial staff or subcontractors If at the City's sole discretion custodial services be deemed inadequate or substandard. Cascade Health is responsible to ensure that any legal and all state and federal reporting or documentation (including MSDS and OSHA) obligations are performed, Iii. Cascade Health or third -party contractors may use city garbage dumpsters for normal business waste. However, Cascade Health is responsible for all disposal of hazardous medical waste per state and/or federal regulations and guidelines_ R.: OPTIONAL SERVICES a. Optional medical services 1. Mass Biometric Screenings and/or 100% general population screening through wellness center b. Optional communication services I. Focus groups: onsite meetings with employees to understand their thoughts about the wellness center, document perceptions, and utilize feedback in communication planning. ii. Video Production: Short videos to promote the services, success stories, or address concerns. Iii. Customized Promotional Material: Production of material that requires additional customization. iv. Mailings to homes: Additional postage cost for mailing of materials to participants' homes, rather than distributing In the workplace. c. Custom Reporting 1. Additional custom reporting beyond 20 hours per year will be billed as Additional Services at the rate of $75/hour, 9. NOT INCLUDED IN THE QUOTED FEES a. Non -CLIA waived tests, CLIA waived tests not included above, external lab processing for physicals, annual exams and screenings. 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 23 of 33 Page 25 of 35 Attachment 2, Page 25 of 35 ATTACHMENT 1 FIRST AMENDMENT b. Travel costs for wellness center staff and health screeners to visit participants at offsite locations. (Locations other than those regularly operated wellness center included at the top of this Scope of services). c. Additional Data Services, such as custom interfaces for uploads of prior provider data. 10. DATA PROVDED BY THE CITY a. City Participant Eligibility Data I. Cascade Health shall provide onsite health services for employees, spouses, dependents and retirees eligible for city medical benefits i:i. City will provide to on a decided -upon frequency, a Participant eligibility file, which is necessary to enable Cascade Health to provide the Services. The Participant eligibility file will contain the entire population of Participants and will adhere to Cascade Health's file specifications. City shall promptly inform Cascade Health of additions or deletions to this list. b. Medical Plan Claims data L To assist in the identification and treatment of Participants with chronic conditions such as diabetes, asthma, heart disease, pulmonary disease and hypertension, City agrees to make reasonable effort to provide Cascade Health, through Its carrier, broker, third party administrator, or third party vendor for claims data mining, with access to medical claims data for the Participants enrolled In City's health plan(s), minimally at twelve month intervals through the term of the contract. Cascade Health will provide City with the file format defining the specifications for the data, 11, USE OF THE PREMISES a. Permitted Use I. Cascade Health shall use and occupy the Premises continually during the term of this agreement. The Premises shall be used for the tasks and activities necessary to the operation of the Springfield Wellness Center and for no other purpose without consent of the City. b. Repairs and Maintenance I. City shall be responsible for all repair and maintenance of the roof, exterior walls (including painting), bearing walls, structural members, floor slabs, and foundation, interior walls, ceilings, doors, windows, and related hardware, light fixtures, plumbing fixtures, switches, and wiring and plumbing. c. City's Interference with Cascade health 1. In performing any repairs, replacements, alterations, or other work performed on or around the Premises, the City shall not cause unreasonable interference with use of the Premises by Cascade Health. Cascade Health shall have no right to any claim against the City for any inconvenience or disturbance resulting from the City's activities performed in conformance with the requirement of this provision. d. Inspection of Premises i. The City shall have the right to inspect the Premises at any reasonable time or times to determine the necessity of repair. Whether or not such inspection is made, the duty of landlord to make repairs shall not mature until a reasonable 02214 ReV1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 24 of 33 Page 26 of 35 Attachment 2, Page 26 of 35 ATTACHMENT FIRST AMENDMENT time after the City has received from Cascade Health written notice of the repairs that are required. e, Security of Premises i. Cascade Health shall maintain control of the physical wellness center space. Cascade Health will limit access ofwellness center visitors and patients tothe wellness center during hours when City Hall )sclosed tuthe public. Cascade Health will report any known breaches of security to the human resources staff during open city hall hours and the police non -emergency line during closed hours as moon as possible, Cascade Heahh will take reasonable precautions to prevent access ofthe City Hall Lobby byunauthorized persons, f. Surrender at Expiration i Condition of Premises - Upon expiration of this agreement or earlier termination onaccount oYdefault, Cascade Health shall deliver all keys tothe City and surrender the Premises in the same condition as received, less ordinary wear and tear. Alterations constructed byCascade Health with permission from the City shall not he removed or restored to the original condition unless the terms ofpermission for the alteration sorequire. g. Non-PatVmntCemaFmrmYtNreand Office Accessories i City will provide furniture and accessories for the waiting room, conference room, break room, office and miscellaneous chairs used |nnon-patient care. C2214 RevCascade Health Solutions C2214rl Cascade Health Solutions First Amendment Page 25 of 33 Page 27of35 Attachment 2.Page 27of35 ATTACHMENT 1 FIRST AMENDMENT City wishes retain Cascade Health to furnish the following occupational medicine services to its employees: Pre-employment medical examinations and evaluations for perspective employees; i. Finalists with a contingent job offer for jobs in classifications requiring Leavy labor or exertion must pass a pre-employment physical successfully, as a condition for employment. li. Finalists for temporary jobs requiring heavy labor or exertion may require a general examination if determined necessary by the hiring supervisor. iii. A description of the components that make up the physical abilities test or physical examination will be maintained separately from this contract and reviewed periodically for appropriateness and necessity. iv. Cascade will• 1. Call Risk Services with identification of significant fitness for work issues, work restrictions, and prognosis within 24 hours of examination. 2. Email written evaluation of fitness for work issues within five (5) working days of examination. b. Work fitness examinations/evaluations as requested by the City to determine an employee's physical ability to perform the duties of their positon without undue hazard to employee or others. This may include services of a licensed psychologist/therapist or psychiatrist, who can evaluate industrial or non -industrial stress and psychological issues; c. Annual medical examinations/evaluations for certain job classes; examinations may include audiometric testing, physicals, respiratory clearance, etc. Medical examinations/evaluations required for commercial driver's license; i. A description of the components that make up the DoT physical will be maintained separately from this contract and reviewed periodically for appropriateness and necessity. ii. The City will schedule employees for annual DOT physicals. ill. Cascade will: 1. Advise employee of fitness for work issues 2. Call Risk Services with identification of significant fitness for work issues, work restrictions, and prognosis within 24 hours of examination. 3. Email written evaluation of fitness for work issues within five (S) working days of examination. 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Wage 26 of 33 Page 28 of 35 Attachment 2, Page 28 of 35 ATTACHMENT 1 FIRST AMENDMENT e. Drug testing in accordance with Department of Transportation (DOT) regulations including random selection, pre-employment, post -accident, reasonable suspicion, random testing and follow-up testing. 1. Contractor will administer the City's DOT and CDL drug testing program in accordance with relevant Federal and State Regulations, f. Drug testing under the City's reasonable suspicion drug testing program including pre- employment testing, reasonable suspicion and follow up. g. Mobile Health. First aid treatment at the injury site for minor industrial injuries. First aid means any one-time treatment of minor scratches, cuts, burns, splinters, or other minor Industrial injury, which do not ordinarily require medical care. For purposes of workers' compensation this treatment is considered first-aid. 2. POINT OF CONTACT a. Independent Contractor: Travis Brooke; 541-228-3145; tbrooke@cascadehealth.org b. City: Tom Mugleston; 541-726-3724; tmugleston@IRE n�r.evv_ 3. CONSIDERATION AND PAYMENT a. Inconsideration for Contractor's performance, the City agrees to pay for services rendered according to the T=ee Schedule below, in an amount not to exceed $##,###. 4. RECORDS MAINTENANCE a. All records developed as a result of this contract shall remain a part of the Cascade Health Medical Solutions' medical record_ If this contract is awarded to a different contractor at any facture date, such medical records as have developed as a result of this contract shall be made available in the usual method of record transfer In the medical community. 5. VALUE ADDED SERVICES a. Provider consultation services such as consulting on administrative procedures and medical protocols, determinations on whether fitness for duty examinations are warranted, and assisting with employee education on medical issues. 6. FEE SCHEDULE a. Compensation PROCEDURES 07/0112620 06/30/2019 b7/01/2019 06/30/20201 07/01/2020 06/30/2021 Audlograrn 24.50 25..00 25.50 Alcohol Blood level 8 95.00 96.00 97.00 Annual Random Program Fee 1,764.00 Market Market Breath Alcohol Test 36.00 36.00 37.00 Breath Alcohol Test Confirmation 17.50 18,00 18.50 02274 Ravi Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 27 of 33 Page 29 of 35 Attachment 2, Page 29 of 35 ATTACHMENT 1 FIRST AMENDMENT PROCIEDU ES 07/01/201.8 06/3Q/201 07/01/2619." 06/,30/202 .07/01/2020 06/30/-ZO21 Bloodborne Pathogen Presentation 300.00 300.00 300.00 Blood Type 16.50 16.75 17.00 CBC w/Auto Differential (Complete Blood Count) 23.50 24.00 24.50 Cholinesterase 39.00 39.50 40.00 Comprehensive Metabolic Panel 31.00 .31.50 32.00 Consult -Exposure 95.00 95.00 95.00 Drug Screen - DAS 5A Non -DOT 48.00 48.50 49.00 Drug Screen - DOT 63.00 63.50 64,00 EKG 95.00 96.00 97.00 EKG Cardiolife Market Market Market EKG Stress Treadmill 400.00 475.00 475.00 Exam - Comprehensive 279.00 288.00 297.00 Exam - DOT 107.00 110.50 114.00 Exam -DOT with Physical Exam 23.00 23.50 24.00 Exam - Extended 189.00 196.00 203.00 Exam - Flight Physical 148.00 9.54.00 160.00 Exam - Preplacement 102.00 104.00 104.00 Exam - Respiratory Surveillance 85.00 87.50 90.00 Fecal Occult Blood 8.75 9.00 9.25 Fee for injection 10.00 10.50 11.00 HBV Antigen (Hepatitis -B) 44.50 45.00 45.50 HCV Antibody (Hepatitis -C) 70.00 72.00 74.00 HDL/LDL (Cholesterol) 35.00 36.00 37.00 Heavy Metals- Blood 69.00 71.00 73.00 Hemogram 1.7.50 18.00 18.50 Hepatitis A Vaccine 81.00 83.00 83.00 Hepatitis B Titer 64.00 66.00 68.00 Hepatitis B Vaccine 81.00 83.00 83.00 Hepatitis C AB 70.00 72.00 74.00 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 28 of 33 Page 30 of 35 Attachment 2, Page 30 of 35 ATTACHMENT 1 FIRST AMENDMENT PRQCEDU€ E. S 07/01/2018' 07/01/2019 06/30/z120 07/01/2020 0.6/30/2027. HIV Test 54.00 56,00 68.00 Inhalant Petroleum Panel 80.00 81.00 82.00 Lab Draw Fee 14.50 14.75 15.00 Liver Function (OML) 31.00 32.00 33.00 MMR (Measles, mumps, rubella) 81.00 83.00 83.00 MedFxpress Response 150.00 300.00 300.00 MedFxpress After Hours/Weekend/Holiday (in addition to the above response fee) 55.00 55.00 55.00 Onsite Services per hour Technician/RN time - performing procedures onsite, immunizations, PPD testing, hearing tests, etc. 64.00 65.50 67.00 Post Offer Physical Abilities Test 102.00 103.00 103.00 PSA (Prostate Specific Antigen) 49.50 50.00 50.50 Respirator Fit Test 64.00 55.00 66.00 RH Factor (Rhesus factor blood test) 1.6.50 17.00 17.50 RPR (Rapid Plasma Reagin -syphilis) 22.50 23.00 23.50 Rubella liter 51.00 51.50 52.00 Spirometry 46.00 47.00 48.00 TB Test 23.00 24.00 25.00 TB Positive Skin Test Review 24.50 25.00 25.00 Tdap (Tetanus, diphtheria, pertussis vaccine) 62.00 64.00 64.00 Tetanus N/A N/A N/A Titmus Vision Screen 23.00 23.50 24.10 Twinrix (Hep A & B vaccine) 149.00 155.00 155.00 Urinalysis 1.6.50 1.6.75 17.00 X-ray past -Anterior & Lateral 134.00 140.00 140.00 Zinc Protoporforin (lead) 47.00 48.00 49.00 02214 Revl Cascade health Solutions C2214r1 Cascade Health Solutions First Amendment Page 29 of 33 Page 31 of 35 Attachment 2, Page 31 of 35 ATTACHMENT 1 FIRST AMENDMENT AUDITICNAt COMPENSATION' Creation of post offer physical ability test(s) 1.50.00/hour Job Title Deputy Fire Marshal Detention officer Detention Sergeant Fire Battalion/District Chief Fire Captain Fire Engineer Firefighter/Paramedic Maintenance Tech Crew Chief Maintenance Tech, Apprentice Maintenance Tech, Journey Maintenance Worker Mechanic Police Lieutenant Police officer Police Property Controller Police Records/Communication Specialist Police Sergeant Security Attendant 02214 Rev1 Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 30 of 33 Page 32 of 35 Attachment 2, Page 32 of 35 ATTACHMENT 1 FIRST AMENDMENT DESIRED OUTCOMES OR PURPOSE a. DIRECTION Employee Assistance Program (EAP) and Behavioral Health is a department within Willamette Community Health Solutions dba Cascade Health Solutions. DIRECTION offers EAP and behavioral health counseling as well as training, consultations, work/life services, management referrals and critical incident debriefing. b. There are no face-to-face counseling sessions available with DIRECTION counselors outside of the Eugene/Springfield area (hereinafter "Local Area"). c. Eligible Employee -- A City of Springfield regular employee and his/her household members. d. Eligible Employees living outside of the focal Area are eligible for 1-800 phone services and appointments at the DIRECTION office. e. The final decision to provide or receive services is to be made by the Eligible Employee and DIRECTION, regardless of whether Employer or its designated agent has determined whether the services are necessary 2. POINT OF CONTACT a. Independent Contractor: Laurel Anderson; 541-345-2800; landerson@cascadehealth.org b. City: Tom Mugleston; 541.-726-3724; tmugleston@springfield-or.gov 3. SERVICES PROVIDED a. One to six (1-6) counseling sessions for each Eligible Employee and household member per problem per year. DIRECTION shall determine whether employee assistance counseling is appropriate, or whether an Eligible Employee or household member should be referred to another agency or mental health professional. If DIRECTION recommends a referral, DIRECTION shall not be responsible for any charges associated with any continued care. Additionally, DIRECTION shall not cause Employer to incur any referral -related costs. b. Eligible Employees shall be covered by DIRECTION's services for a grace period of thirty (30) days following the last day of their employment with Employer, but in no event shall this grace period extend beyond the term of this Agreement. c. DIRECTION shall provide up to two (2) hours of training per contract year on-site. d. DIRECTION shall provide the following services for Supervisors and Managers: I. Supervisor consultations and coaching on employee and workplace issues. li. Assistance in drafting relevant workplace policies. Ill. Substance Abuse Evaluations for employees by a qualified Substance Abuse ` Professional when there is a positive drug screen or reasonable suspicion of substance abuse. e. DIRECTION shall provide a training calendar each year to the Employer which employees and their household members can access at no cost. Additional trainings and organizational consulting services can be arranged through DIRECTION for a cost of $2017.00/hour. C2214 Revl Cascade Health SoluVons C2214r1 Cascade Health Solutions First Amendment Page 31 of 33 Page 33 of 35 Attachment 2, Page 33 of 35 ATTACHMENT FIRST AMENDMENT f. DIRECTION shall provide Services toEligible Employees to include information and referral boemployees seeking ch\tdcane,eldercare, and other community services. g. DIRECTION shall provide referrals for Legal/Financial Services toEligible Employees. h. DIRECTION shall provide Wellness and Personal coaching services toEligible Employees. L DIRECTION shall provide on-site Critical Incident Debriefing within 48 hours of a traumatic workplace event. 4. EcONSIDERATION AND PAYMENT a In consideration for Contractor's performance, the City agrees to pay for services rendered according tothe Fee Schedule below, |naoamountnot toexceed S##g##. b. Fee Schedule i. January 1, 2018—December 31,2018'$5.84 per employee per month ii. January 1, 2019 — December 31, 2019 - $5.84 per employee per month S. INVOICES a. Invoice quartgrly|narrears based upon the actual number ofemployees. C2214 RevCascade Health 8olu8onn C2214rl Cascade Health Solutions First Amendment Page 32 of 33 Page 34of35 ATTACHMENT 1 FIRST AMENDMENT ATTACHMENT4 STATEMENT i!. 1. DESIRES OUTCOMES OR PURPOSE: a. City wishes to provide Fire Aid/CPRIAED training and two-year certification to employees. b. Services will be used an an as needed basis as requested by City Project Lead 2. POI IST OF CONTACT a. Independent Contractor: Julius "Chooch" Vanis, 541.228.3009, cvanis@cascadehealth.org b. City: Dee Dee Thomas, 541.726.3788, dmthornas@springfield-or.gov 3. CITY RESPONSIBILITIES a. Contact Cascade Health to schedule trainings b. Provide a room for training c. Provide an over -head projector and screen or large television to view training video d. Provide sound to accompany video display e. Hand out Certification cards to employees when training is completed and processed f, Provide a written evaluation to Cascade after training g. At least 24 hours' notice will be given if a cancelation is needed 4. CONTRACTOR RESPONSIBILITIES a. Provide American Safety & Health Institute (ASHI) Core Adult Basic First Aid/CPR/AED training to a classroom of no more than 30 students and a minimum of four students b. Provide Emergency Medical Technician (EMT) trainers who are certified through Oregon Health Authority's Emergency Medical Services & Trauma Systems Program (OHA-EMS & Trauma) to teach American Safety & Health Institute (ASHI) Core Adult Basic First Aid/CPR/AED training c. Provide all training materials; video, workbooks, CPR manikins, AED training device and etc. & Provide Certification Cards to City Project Lead e. At least 24 hours' notice will be given if a cancelation is needed f. At City's request provide training on Blood Borne Pathogens . FEE SCHEDULE a. Not to exceed $10,000 for the duration of the contract. .Class Type Cost (Per Student) 'Length of Class Adult CPR / AEI $50.00 3 Hours Adult CPR/AED/First Aid $90.00 5-6 Hours Adult CPR $40.00 2.5 Hours First Aid $40.00 2.5 Flours Blood Borne Pathogens $25.0( 1.5 Hours 02214 Revl Cascade Health Solutions C2214r1 Cascade Health Solutions First Amendment Page 33 of 33 Page 35 of 35 Attachment 2, Page 35 of 35 SECOND AMENDMENT TO CITY OF SPRINGFIELD INDEPENDENT CONTRACTOR AGREEMENT BETWEEN THE CITY OF SPRINGFIELD AND Willamette Community Health dba Cascade Health Contract #2214 July 1, 2021 Parties: The City of Springfield 225 Fifth Street Springfield, OR 97477 And "City" Willamette Community Health dba Cascade Health "Independent Contractor" 2650 Suzanne Way, Suite 200 Eugene, OR 97408 The Parties hereby agree that the Independent Contractor Agreement dated September, 21, 2018 between the City of Springfield (City) and Willamette Community Health dba Cascade Health (Independent Contractor) included herein as Attachment 1, is hereby amended for the first time as follows: 4.Term 4.1 This agreement is effective as of the date first set forth above and shall continue until June 30, 2022, unless earlier terminated in accordance with the provisions of this Agreement or by mutual consent of the parties. ATTACHMENT 2 - STATEMENT OF WORK - OCCUPATIONAL MEDICINE 6. FEE SCHEDULE Procedures 07/01/2018 06/30/2019 07/01/2019 06/30/2020 07/01/2020 06/30/2021 07/01/2021 06/30/2022 Audiogram 24.50 25.00 25.50 26.00 Alcohol Blood Level 8 95.00 96.00 97.00 98.00 Annual Random Program Fee 1764.00 Market Market Market Breath Alcohol Test 36.00 36.00 37.00 38.00 Breath Alcohol Confirmation 17.50 18.00 18.50 20.00 Bloodborne Pathogen Presentation 300.00 300.00 300.00 300.00 Blood Type 16.50 16.75 17.00 18.00 CBC w/Auto Differential (Complete Blood Count) 23.50 24.00 24.50 26.00 Cholinesterase 39.00 39.50 40.00 42.00 Attachment 3, Page 1 of 3 Comprehensive Metabolic Panel 31.00 31.50 32.00 36.00 Consult - Exposure 95.00 95.00 95.00 95.00 Drug Screen - DAS 5A Non -DOT 48.00 48.50 49.00 49.50 Drug Screen - DOT 63.00 63.50 64.00 64.50 EKG 95.00 96.00 97.00 100.00 EKG Cardiolite Market Market Market Market EKG Stress Treadmill 400.00 475.00 475.00 500.00 Exam - Comprehensive 279.00 288.00 297.00 310.00 Eaxm - DOT 107.00 110.50 114.00 118.00 Exam - DOT with Physical Exam 23.00 23.50 24.00 28.00 Exam - Extended 189.00 196.00 203.00 220.00 Exam - Flight Physical 148.00 154.00 160.00 180.00 Exam - Preplacement 102.00 104.00 104.00 106.00 Exam - Respiratory Surveillance 85.00 87.50 90.00 92.50 Fecal Occult Blood 8.75 9.00 9.25 12.00 Fee for Injection 10.00 10.50 11.00 14.00 HBV Antigen (Hepatitis - B) 44.50 45.00 45.50 46.00 HCV Antibody (Hepatitis - C) 70.00 72.00 74.00 76.00 HDL/LDL (Cholesterol) 35.00 36.00 37.00 38.00 Heavy Metals - Blood 69.00 71.00 73.00 110.00 Hemogram 17.50 18.00 18.50 19.00 Hepatitis A Vaccine 81.00 83.00 83.00 86.00 Hepatitis B Titer 64.00 66.00 68.00 70.00 Hepatitis B Vaccine 81.00 83.00 83.00 86.00 Hepatitis C AB 70.00 72.00 74.00 76.00 HIV Test 64.00 66.00 68.00 70.00 Inhalent Petroleum Panel 80.00 81.00 82.00 83.00 Lab Draw Fee 14.50 14.75 15.00 15.25 Liver Function (OML) 31.00 32.00 33.00 N/A MMR ( Measles, mumps, rubella) 81.00 83.00 83.00 106.00 Mobile Health Response 150.00 300.00 300.00 300.00 Mobile Health After Hours/Weekend/Holiday (in addition to the above response fee) 55.00 55.00 55.00 55.00 Onsite Services per hour Technical/RN time - performing procedures onsite, immunizations, PPD testing, hearing tests, etc. 64.00 65.50 67.00 70.00 Post Offer Physical Abilities Test 102.00 103.00 103.00 104.00 PSA (Prostate Specific Antigen) 49.50 50.00 50.50 51.00 Respiratory Fit Test 64.00 65.00 66.00 67.00 RH Factor (Rhesus factor blood test) 16.50 17.00 17.50 18.00 RPR (Rapid Plasma Reagin - syphilis) 22.50 23.00 23.50 24.00 Attachment 3, Page 2 of 3 Rubella Titer 51.00 51.50 52.00 53.00 Spirometry 46.00 47.00 48.00 49.00 TB Test 23.00 24.00 25.00 26.00 TB Positive Skin Test Review 24.50 25.00 25.00 30.00 Tdap (Tetanus, diptheria, pertusis vaccine) 62.00 64.00 64.00 66.00 Tetanus N/A N/A N/A N/A Titmus Vision Screen 23.00 23.50 24.00 29.00 Twinrix (Hep A & Hep B vaccine) 149.00 155.00 155.00 161.00 Urinalysis 16.50 16.75 17.00 17.25 X-ray Post- Anterior & Lateral 134.00 1 140.00 1 140.00 1 150.00 Zinc Protoporforin (lead) 47.00 1 48.00 49.00 50.00 Except as amended herein, all other terms and conditions of the Independent Contractor Agreement between Parties dated September, 21, 2018 will remain in full force and effect. CITY OF SPRINGFIELD Name: Title: Date: INDEPENDENT CONTRACTOR Name: Title: Date: Attachment 3, Page 3 of 3