HomeMy WebLinkAboutItem 04- Cascade Health ContractAGENDA ITEM SUMMARY Meeting Date: 6/26/2023
Meeting Type: Regular Meeting
Staff Contact/Dept.: Jamie Iboa/HR
Staff Phone No: 541-726-3724
Estimated Time: Consent Calendar
SPRINGFIELD Council Goals: Provide Financially
CITY COUNCIL Responsible and
Innovative Government
Services
ITEM TITLE:
CASCADE HEALTH CONTRACT
ACTION
REQUESTED: Authorize the City Manager to execute the contract with Cascade Health for the
Wellness Center, Occupational Health Services, Behavioral Health Services, and
First Aid/CPR/AED training.
ISSUE
STATEMENT: Per the City's purchasing guidelines, City Council approval is required for contracts
in excess of $100,000.
ATTACHMENTS:
1: Cascade Health Contract #3397
DISCUSSION/
FINANCIAL The City of Springfield has contracted with Cascade Health for many years for the
IMPACT: onsite Wellness Center, occupational medicine services, the Employee Assistance
Program (EAP), and first aid/CPR/AED training. The previous contract has expired
requiring the need for a new contract. The rates for the Wellness Center staff and
the occupational medicine services increased by 5% over FY23, Cascade Mobile
Health and first aid/CPR/AED rates remain the same, and the EAP rates were
reduced from $4 to $3 per employee per month.
CITY OF SPRINGFIELD
CONTRACT FOR SERVICES
Contract #3397
Dated: July 1, 2023
Parties: City of Springfield "CITY"
A Municipal Corporation of the State of Oregon
225 5t" Street
Springfield, OR 97477
and
Willamette Community Health "Contractor"
dba Cascade Health
Additional Contractor Information:
a) Type of Entity: ❑ Sole Proprietorship ❑ Partnership
❑ Limited Liability Comp ❑ Corporation
b) Address: 2650 Suzanne Way, Suite 200, Eugene, Oregon 97408
c) Telephone:
d) Fax No:
541-228-3145
541-228-3185
e) If Applicable, Listed among the Parties Excluded from Federal Procurement or Non -
Procurement Programs found at: https://www.sam.gov/content/exclusions: ❑Yes ❑ No
City Account Number(s) To Be Charged (Include Percentages):
........................................................................
SOW = Account Number
#1 Wellness Center 707-02100-8350-811008
#2 Occupational Medicine Allocated to departments
.....
#3 EAP 707-02100-7058-811008
#4 First, Aid,Training Allocated to departments
100%
100%
100%
1000/0 ..............
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions, and conditions, in addition to the terms and conditions in any attached addenda:
1. Services to be Delivered. Contractor shall perform the Services and deliver to the City the
Deliverables specified in Attachments 1-4. The Statements of Work (Attachments 1-4) includes
the delivery schedule for the Deliverables and Services. Contractor will perform the Services in
accordance with the terms and conditions of this Contract.
1.1. SOW1 — Wellness Center
1.2. SOW2 — Occupational Medicine
1.3. SOW3 — Employee Assistance Program (EAP)
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1.4. SOW4 — First Aid Training
2. Payment by City. The maximum, not -to -exceed compensation payable to Contractor under this
Contract, which includes any allowable expenses, is $471,330. City will not pay Contractor any
amount in excess of the not -to -exceed compensation of this Contract and will not pay for Services
performed before the Effective Date or after the expiration or termination of this Contract. If the
maximum compensation is increased by amendment of this Contract, the amendment must be
fully effective before Contractor performs Services subject to the amendment. City will pay
Contractor for only for completed Deliverables and Services performed according to the schedule
and rates in Attachments 1-4.
3. Expenses. City will not pay or reimburse any expenses incurred by Contractor during the
completion of the Services except as authorized in the Statement Work or elsewhere in this
Contract.
4. Term. This Agreement is effective as of the date first set forth above and will continue until July
1, 2024, unless earlier terminated in accordance with the provisions of this Agreement or by
mutual consent of the parties.
[Check as applicable to scope of services. Renewal term must be consistent with the solicitation.
Non Appropriation required for terms that span multiple fiscal years.]
4.1. 0 Renewal. This Agreement may be extended for three (3) additional one-year terms upon
mutual agreement of the parties in writing.
4.2. N Non -Appropriation. The obligation of the City to make payments beyond June 30, 2024,
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 and 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 and this Agreement will be
terminated as of the date noted in this subsection 4.2.
5. Invoice. City will pay Contractor's invoices on Net 30 day terms upon City acceptance of Services
performed and Goods delivered as stated in section 7. Contractor must send invoices to: Accounts
Payable - City of Springfield, 225 5th Street, Springfield, OR 97477 or email to apOspringfield-
or.gov. The invoice must reference this contract #3397 and approval code #211.
6. Overdue Charges. Contractor may assess overdue account charges to City on unpaid invoices
only as stated in this section. Overdue account charges must be the same as the usual overdue
account charges to the general clientele of the vendor. Overdue claims are only those claims that
have not been paid within 45 days of: the date of the City's receipt of the invoice, the date of the
initial billing statement if there is no invoice, or the date the claim is made certain by agreement
of the parties or by operation of law. However, no overdue account charges will accrue on any
purchases made by City during time of civil emergency or in the event of a natural disaster which
prevents the timely payment of accounts. In such instances accounts shall be paid in as timely a
manner as possible. The date of the check or automatic funds transfer in payment of the claims
will be used to determine if the claim has been paid in a timely manner. It is a rebuttable
presumption that the check was correctly dated.
7. Rejection of Deliverables. If City determines that a Deliverable does not have the
characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all
material respects, City will notify Contractor in writing of City's rejection of the Deliverable(s), and
describe in reasonable detail in such notice the City's basis for rejection of the Deliverable(s).
Within 21 days of receiving notice of non-acceptance, the Contractor must modify or improve the
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Deliverables at Contractor's sole expense so that the Deliverable(s) meets the acceptance criteria
in all material respects, notify the City in writing that it has completed such modifications or
improvements, and re -tender the Deliverables to City. Within 21 days of Contractor's re -tender of
the Deliverable(s), City will review the modified or improved Deliverable(s). Failure of the
Deliverables to meet the acceptance criteria in all material respects after the second submission
will constitute a default by Contractor. In the event of such default, Agency may either, (i) notify
Contractor of such default and instruct Contractor to modify or improve the Deliverables as set
forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default
provided for by law or the terms of this Contract.
8. Contractor's Representations. Contractor represents that:
8.1. Contractor has the authority to enter into and perform according to this Contract, and
that this Contract, when executed and delivered, is a valid and binding obligation of
Contractor that is enforceable according to its terms;
8.2. Contractor has the skill and knowledge possessed by well-informed members of its industry,
trade or profession and Contractor will apply that skill and knowledge with care and diligence
and perform Services in a timely, professional, and skillful manner according to standards
applicable to Contractor's industry, trade, or profession; and
8.3. Contractor is, and must be at all times during the term of this Contract, qualified,
professionally competent, and duly licensed to perform Services.
9. Sourcing. Exempt profession pursuant to SMC 2.70B(3)(e).
10. First Point of Contact.
Contractor: Travis Brooke; 541-228-3145; tbrookeCabcascadehealth.org
City: Jamie Iboa; 541-726-3724; jiboaCa)springfield-or.gov
11. Indemnification and Hold Harmless.
11.1. Contractor agrees to indemnify, defend, and hold harmless the City and its officers,
agents and employees from and against all claims, actions, liabilities, loss, and costs including
attorney's fees and costs of defense, arising in whole or in part from the acts or omissions of
Contractor, and Contractor's subcontractors, officers, agents, and employees, in performance
of this contract.
11.2. In the event any such action or claim is brought against City, upon tender by City,
Contractor will defend the same at Contractor's sole cost and expense, promptly satisfy any
judgment adverse to City or to City and Contractor, jointly, and reimburse City for any loss,
cost, damage or expense, including attorney fees, suffered or incurred by City. City shall
notify Contractor, within a reasonable time, of any claim, threat of claim or legal action.
11.3. Notwithstanding subsections 11.1 and 11.2, neither Contractor nor any attorney engaged
by Contractor will defend any claim in the name of the City, nor purport to act as legal
representative of the City, without the prior written consent of the City Attorney's Office.
CITY may, at any time and at its election, assume its own defense and settlement of any
claims. City reserves all rights to pursue any claims it may have against Contractor if the City
elects to assume its own defense.
11.4. This Section 11 does not include indemnification by Contractor for losses, claims, or
actions resulting from the sole negligence of City or its officers, agents, and employees,
whether within the scope of the Contract or otherwise.
12. Insurance.
12.1. Required Coverages. Contractor must obtain at Contractor's expense, and require its
first tier contractors and subcontractors, if any, to obtain the insurance specified in this
section 12 prior to performing under this Contract, and must maintain it in full force and at its
own expense throughout the duration of this Contract, as required by any extended reporting
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period or tail coverage requirements, and all warranty periods that apply. Contractor must
obtain and require its first-tier contractors and subcontractors, if any, to obtain the following
insurance from insurance companies or entities acceptable to City and authorized to transact
the business of insurance and issue coverage in Oregon. Contractor acknowledges that
insurance specified in this section does not limit indemnification responsibilities specified in
section 11 Indemnification.
12.1.1. General Insurance. Commercial general liability insurance covering bodily
injury and property damage in a form and with coverage that are satisfactory to City.
This insurance must include personal and advertising injury liability, products and
completed operations, contractual liability coverage for the indemnity provided under
this Grant, and have no limitation of coverage to designated premises, project or
operation. Coverage must be written on an occurrence basis in an amount of not less
than $2,000,000 per occurrence. Annual aggregate limit may not be less than
$3,000,000.
12.1.2. Automobile Liability Insurance. Automobile liability insurance covering
Contractor's business use including coverage for all owned, non -owned, or hired vehicles
with a combined single limit of not less than $2,000,000 for bodily injury and property
damage. This coverage may be written in combination with the commercial general
liability insurance (with separate limits for commercial general liability and automobile
liability). Use of personal automobile liability insurance coverage may be acceptable if
Contractor provides evidence that the policy includes a business use endorsement.
12.1.3. Workers' Compensation. Contractor must provide and maintain workers'
compensation coverage with limits not less than $500,000 for its employees, officers,
agents, or partners, as required by applicable workers' compensation laws as defined in
ORS 656.027 and ORS 701.035(5). If Contractor is exempt from coverage, a written
statement signed by Contractor so stating the reason for exemption must be provided to
the City.
12.2. Additional Coverages.
12.2.1. ® Professional Liability. Contractor shall maintain a professional liability
insurance policy reflecting limits of not less than $2,000,000 for claims for professional
acts, errors or omissions arising from the Work. The policy may be written on a "claims
made" form. Contractor shall maintain the professional liability insurance coverage for at
least one year after the completion of the work. The policy shall contain an endorsement
entitling the City not less than 60 days prior written notice of cancellation of such policy
12.2.2. ® Cybersecurity. Contractor shall maintain in force during the duration of this
agreement a cybersecurity policy with limits not less than $2,000,000.
12.3. Excess/Umbrella Insurance. A combination of primary and excess/umbrella insurance may
be used to meet the required limits of insurance.
12.4. Additional Insured. All insurance, except for workers' compensation, professional liability,
and network security and privacy liability (if applicable), required under this Contract must
include an additional insured endorsement specifying the City and its officers, employees and
agents as Additional Insureds, including additional insured status with respect to liability arising
out of ongoing operations and completed operations, but only with respect to Contractor's
activities to be performed under this Contract. Coverage must be primary and non-contributory
with any other insurance and self-insurance. The Additional Insured endorsement with respect to
liability arising out of Contractor's ongoing operations must be on ISO Form CG 20 10 07 04 or
equivalent and the Additional Insured endorsement with respect to completed operations must be
on ISO form CG 20 37 04 13 or equivalent.
12.5. Waiver of Subrogation. Contractor waives, and must require its first tier contractors
and subcontractors waive, rights of subrogation which Contractor, Contractor's first tier
contractors and subcontractors, if any, or any insurer of Contractor may acquire against the
City by virtue of the payment of any loss. Contractor must obtain, and require its first tier
contractors and subcontractors to obtain, any endorsement that may be necessary to affect
this waiver of subrogation, but this provision applies regardless of whether or not the City has
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received a waiver of subrogation endorsement from the Contractor or the Contractor's
insurer(s).
12.6. Tail Coverage. If any of the required insurance is on a claims made basis and does not
include an extended reporting period of at least 24 months, Contractor must maintain, and
require its first tier contractors and subcontractors, if any, maintain, either tail coverage or
continuous claims made liability coverage, provided the effective date of the continuous
claims made coverage is on or before the Effective Date of this Contract, for a minimum of
24 months following the later of (i) Contractor's completion and City's acceptance of all
Goods and Services provided under this Contract, or, (ii) City or Contractor termination of this
Contract, or, (iii) the expiration of all warranty periods provided under this Contract.
12.7. 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.
12.8. 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 Contractor shall provide written notice to the City contract
manager within two days after the Contractor becomes aware that their coverage has been
canceled or has been materially changed. The Contractor shall either fax 541-726-3782 said
notice or email it directly to City Finance Department at purchasing@springfield-or.gov.
Regardless of what circumstances cause Contractor's insurance coverage to cease or be
modified, it is the Contractor's responsibility to notify the City. Failure to maintain proper
insurance or provide notice of cancellation or modification shall be grounds for immediate
termination of this contract. (Contractor initials)
12.9. Equipment and Material. Contractor shall be responsible for any loss, damage, or
destruction of its own property, equipment, and materials used in conjunction with the work.
13. Independent Contractor Status, Tax duties and Liabilities.
13.1. Contractor will perform all Services as an independent contractor. Although City may (a)
determine and modify the delivery schedule for Goods to be delivered and Services to be
performed and (b) evaluate the quality of the completed performance, City cannot and will
not control the means or manner of Contractor's performance. Contractor is responsible for
determining the appropriate means and manner of performing any Services required under
this Contract. Contractor is not an "officer," "employee," or "agent" of City as those terms
are used in ORS 30.265.
13.2. 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 will not withhold, pay, or in any
other manner be responsible for payment of any taxes on behalf of Contractor. Contractor is
not eligible for any social security, unemployment insurance, or workers' compensation
benefits from compensation or payments paid to Contractor under this Contract.
14. Legal Representation. This Agreement was prepared by the City. Contractor has had the
opportunity to have this Agreement reviewed by its own legal counsel prior to its execution.
15. Venue and Choice of Law. Venue for litigation concerning this Agreement rests exclusively with
the court of the State of Oregon for Lane County. Any dispute arising under this Agreement will be
governed by the law of the State of Oregon.
16. Force Majeure. If Contractor is delayed by reason of weather, fire, riot, strikes, acts of God or
other circumstances beyond Contractor's reasonable control, City may terminate this Agreement in
writing to Contractor after determining such delay or default will unreasonably prevent successful
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performance of the Contract. If City elects not to terminate the Contract, Contractor will be
entitled to additional time to complete the Contract equal to that lost by an or all of the above
causes.
17. 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 will not be affected; the rights
and obligations of the parties will be construed and enforced as if the Agreement did not contain
the particular provision held to be invalid.
18. Records & Data.
18.1. Access to Data. City and its duly authorized representatives shall have access to books,
documents, papers and records of Contractor which are directly pertinent to this Agreement
for the purpose of making audit, examination, excerpts and transcripts.
18.2. 0 Rights in Data. All original written material in whatever form, whether print or digital,
prepared for City pursuant to this Agreement, is the exclusively the property of the City. The
ideas, concepts, know-how, or techniques developed during the course of this Agreement by
Contractor personnel can be used by either party in any way it may deem appropriate.
Material already in Contractor's possession, independently developed by Contractor outside
the scope of this Agreement, or rightfully obtained by Contractor from third parties, belong to
Contractor. This Agreement does not preclude Contractor from developing materials which
are competitive, irrespective of their similarity to materials which might be delivered to the
City pursuant to this Agreement. Contractor will 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, Contractor or its agent,
employees, or contractors, may receive confidential information. 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.
19.1. Additional Provisions. Contractor must comply with the terms and conditions in the
followed addenda, incorporated by reference, in the receipt and handling of confidential
information:
❑ Confidential Information Addenda
0 Business Associate Agreement (HIIPAA Compliance) Addenda
20. 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.
21. 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.
22. 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 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 Contractor
of a Notice of Termination under this paragraph, the Contractor and City shall, by agreement,
make an appropriate written modification to this Agreement governing completion of portions of
the Contractor's work and payment therefore by CITY.
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23. Assignment/Subcontract. 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 Contractor of any obligations of
this Agreement, and any transferee or subcontractor shall be considered the agent of Contractor.
Contractor shall remain liable as between the original parties to this Agreement as if no such
assignment had occurred.
24. Compliance with All Government Regulations. 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 Contractor. This section includes, but is not
limited to, compliance with all applicable requirements of Federal and State civil rights statutes,
rules, and regulations, and 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.
25. Attorney Fees. Except for defense costs and expenses pursuant to section 12, neither City nor
Contractor is entitled to recover attorney's fees, court and investigative costs, or any other fees or
expenses associated with pursuing a remedy for damages arising out of or relating to this
Contract.
26. Construction of Agreement. This Contract shall not be construed more favorably to City due
to the preparation of this Contract by City. The headings and subheadings in this Contract are for
convenience, do not form a part of this Contract, and shall not be used in construing this Contract.
27. 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.
CITY OF SPRINGFIELD:
By:
Name: Nancy Newton
Title: City Manager
Date:
REVIEWED & APPROVED
AS TO FORM
KYi. MYLa, KLaaj
DATE:
SPRINGFIELD CITY ATTORNEY'S OFFICE
CONTRACTOR:
By:
Name: Eric Van Houten
Title: CEO
Date:
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City of Springfield Public Contract Addendum
Required Contract Terms Under ORS 2796 — Goods, Services, and Personal Services
Pursuant to Oregon law, this public contract includes the following terms and conditions, when applicable:
1. The contractor must 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. ORS 27913.220(1).
2. The contractor must pay 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. That contractor must 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. ORS
279B.220(3).
4. The contractor must pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS
279B.220(4).
5. If the agreement is for lawn and landscape maintenance, Contractor must salvage, recycle, compost or mulch yard
waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6. The contractor must promptly, as due, make payment to any person, co -partnership, 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 sums that the contractor collected or deducted from the wages of employees under any law, contract or
agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017.
ORS 27913.230.
7. 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 279A.055, 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 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 27913.020.
8. 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 27913.235(1)-(2).
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).
10. If the contract is for services, 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 279B.020(1)(b)(B)-(G) and
for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is
greater. Contractor 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 may be required to work. ORS
279B.235(5).
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City of Springfield
CONFIDENTIAL INFORMATION ADDENDA
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 Protected Information 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 (HIPAA), 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 "HIPAA"), Independent Contractor
agrees to protect such information in compliance with HIPAA and represents that it has the processes, systems and
training to assure compliance with the same.
3. Data and Network Security. 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 (NIST). 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 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 Backup. 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 a City officer with designated data,
security, or signature authority. An appropriate officer with the necessary authority can be identified by the City
Information Security Officer 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. 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 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.
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7. PCI Compliance. 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).
8. End of Agreement Data Handling. Independent Contractor agrees that upon termination of this Agreement it
shall comply with medical record retention per the Business Associate Agreement.
9. Mandatory 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 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.
12. Criminal Background Check. City shall perform criminal background checks on all talent assigned to these
services 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 often (10) years or for so long as the information remains confidential, whichever is longer and will
inure to the benefit of City.
{00029269:1}
ATTACHMENT 1
WELLNESS CENTER
STATEMENT OF WORK
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(a)cascadehealth.org
b. City: Jamie Iboa; 541-726-3724; jiboa@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 518, 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 $331,330
i. One -twelfth (1/12) of this fee ($25,049) will be paid at beginning of each month of service. 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.
iii. The not to exceed total includes the cost for an additional Wellness Center staff member but will
not be charged unless it becomes necessary to place an additional staff member at the Wellness
Center.
b. Reimbursable Lab and Medical Supplies — Not to exceed $55,000
i. 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.
iii. Reimbursable Lab and Medical Supplies will be billed in a discrete monthly invoice.
c. Optional services — Not to exceed $20,000
i. All optional services must be pre -approved in writing by the City. A written and executed
amendment to the contract will be required prior to the services being rendered.
ii. 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.
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Professional
7/1/2023—
7/1/2024—
7/1/2025—
7/1/2026-
6/30/2024
7/1/2025
7/1/2026
7/1/2027
Nurse
$110.25/hour
$115.76/hour
$121.55/hour
$127.63/hour
Practitioner (NP)
Registered
$79.30/hour
$83.35/hour
$87.52/hour
$91.90/hour
Nurse (RN)
Licensed
$57.33/hour
$60.20/hour
$63.21/hour
$66.37/hour
Practical Nurse
(LPN)
Medical Office
$48.51/hour
$50.94/hour
$53.49/hour
$56.16/hour
Assistant
5. WELLNESS CENTER STAFFING AND HOURS OF OPERATION
a. Location
i. The services provided under this Agreement will be provided at 225 5th Street, Suite 518;
Springfield, Oregon 97477.
b. Hours of operation
i. 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 (1.0 FTE) mid-level practitioner (nurse
practitioner or physician's assistant) working no less than 32 hours per week on site and at least
one (1.4 FTE) 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.
iv. Wellness center staff will follow the requirements in Oregon Administrative Rules Nurse
Practitioner Scope of Practice for Family Nurse Practitioner (OAR 851-050-0005).
d. Substitute Staffing
i. In the event of an 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). Up to five (5) 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 541-726-3705 whenever back up staff is utilized.
iii. In the event that the absences exceed five (5) days annually Cascade Health shall credit $105
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
{00029269:1}
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.
ii. 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 care and/or significant oversight, the Cascade Health
clinician will work in collaboration with said provider(s).
iii. 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 prior 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 (4) and older to include school physicals, sports physicals,
health coaching, chronic condition coaching, and administration of certain immunizations.
iii. At Cascade Health's discretion, pediatric patients may be required to establish care with a
pediatrician before receiving services at the wellness center.
c. Supplemental Primary Care Services
i. Lab draws
1. 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.
{00029269:11
2. Other lab tests will be ordered by the onsite clinician, but taken and analyzed at and by
the lab.
Immunizations
1. 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 with 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.
d. Health Maintenance and Disease Prevention
Health Risk Assessment - Administered online or in paper version screens for:
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 mental health.
ii. Comprehensive Heath Review (CHR) - For high-risk individuals and individuals with chronic
disease a CHR utilizing:
1. Online access to complete the Health History and Risk Assessment (HHRH).
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.
iii. 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. 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
i. Personal Health Record and medical content.
ii. Online scheduling system and secure messaging.
iii. 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.
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,
{00029269:1}
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 for the promotion of wellness center services and operations.
vi. Strategic Planning: 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.
i. 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
ICD -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 operations and return on investment
analysis, and plan for continuous quality improvement.
h. Participant Communications and Promotions
i. 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.
iii. 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.
L 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.
ii. 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.
8. OPTIONAL SERVICES
a. Optional medical services
{00029269:11
i. 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
i. 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.
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.
ii. 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
i. 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
i. 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.
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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 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 of wellness center visitors and patients to the wellness center during hours when City
Hall is closed to the 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 soon as possible. Cascade Health will take reasonable precautions to prevent
access of the City Hall Lobby by unauthorized persons.
f. Surrender at Expiration
i. Condition of Premises - Upon expiration of this agreement or earlier termination on account of
default, Cascade Health shall deliver all keys to the City and surrender the Premises in the same
condition as received, less ordinary wear and tear. Alterations constructed by Cascade Health
with permission from the City shall not be removed or restored to the original condition unless
the terms of permission for the alteration so require.
g. Non- Patient Care Furniture and 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.
{00029269:1}
ATTACHMENT 2
OCCUPATIONAL MEDICINE
STATEMENT OF WORK
1. DESIRED OUTCOMES OR PURPOSE
City wishes retain Cascade Health to furnish the following occupational medicine services to its employees:
a. Pre-employment medical examinations and evaluations for prospective employees.
i. Finalists with a contingent job offer for jobs in classifications requiring heavy labor or exertion
must pass a pre-employment physical successfully, as a condition for employment.
ii. 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 position 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.
d. 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.
iii. 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 (5) working days of
examination.
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.
i. 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.
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.
{00029269:11
Health Education Programs. Cascade staff will provide health education classes to City staff as
requested by the City and as available by Cascade. Topics for these classes will be based on the major
risk factors for City employees as a group and interest of employees. Examples include Nutrition and
Healthy Eating, Weight Management, Fitness, Stress Management, Diabetes, Prevention of Diseases,
Managing Cholesterol, Controlling High Blood Pressure, Managing Depression, Substance Abuse, Utilizing
Epi -pens, and Bloodborne Pathogens. Workshops on additional health and wellness topics can be
developed for the City on request.
2. POINT OF CONTACT
a. Independent Contractor: Travis Brooke; 541-228-3145; tbrooke@cascadehealth.org
b. City: Jamie Iboa; 541-726-3724; jiboa@springfield-or.gov
3. CONSIDERATION AND PAYMENT
a. In consideration for Contractor's performance, the City agrees to pay for services rendered according to
the Fee Schedule below, in an amount not to exceed $25,000.
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 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
07/01/2023 -
06/30/2024
07/01/2024 -
06/30/2025
07/01/2025 -
06/30/2026
07/01/2026 -
06/30/2027
Audiogram
28.00
29.00
30.00
31.00
Alcohol Blood Level 8
100.00
101.00
102.00
103.00
Annual Random Program Fee
Market
Market
Market
Market
Breath Alcohol Test
40.00
41.00
42.00
43.00
Breath Alcohol Confirmation
22.00
23.00
24.00
25.00
Bloodborne Pathogen Presentation
300.00
300.00
300.00
300.00
Blood Type
20.00
21.00
22.00
23.00
CBC w/Auto Differential (Complete
Blood Count)
28.00
29.00
30.00
31.00
Cholinesterase
46.00
48.00
50.00
52.00
Comprehensive Metabolic Panel
38.00
39.00
40.00
41.00
Consult - Exposure
105.00
110.00
115.00
120.00
Drug Screen - DAS 5A Non -DOT
50.50
51.00
52.00
23.00
Drug Screen - DOT
65.50
66.00
67.00
68.00
EKG
107.00
110.00
115.00
120.00
EKG Cardiolite
Market
Market
Market
Market
EKG Stress Treadmill
560.00
570.00
580.00
590.00
Exam - Comprehensive
315.00
320.00
325.00
330.00
Eaxm - DOT
122.00
124.00
126.00
128.00
Exam - DOT with Physical Exam
30.00
31.00
32.00
33.00
Exam - Extended
230.00
235.00
240.00
245.00
Exam - Flight Physical
190.00
195.00
200.00
205.00
Exam - Preplacement
110.00
112.00
114.00
116.00
Exam - Respiratory Surveillance
97.50
100.00
102.00
104.00
{00029269:11
Fecal Occult Blood
14.00
15.00
16.00
17.00
Fee for Injection
16.00
17.00
18.00
19.00
HBV Antigen (Hepatitis - B
48.00
49.00
50.00
51.00
HCV Antibody (Hepatitis - C
80.00
82.00
84.00
86.00
HDL/LDL Cholesterol
40.00
41.00
42.00
43.00
Heavy Metals - Blood
117.00
120.00
123.00
126.00
Hemo ram
20.00
20.50
21.00
21.50
Hepatitis A Vaccine
88.00
89.00
90.00
91.00
Hepatitis B Titer
74.00
76.00
78.00
80.00
Hepatitis B Vaccine (Heplisav - B) 2
dose instead of 3
173.00
174.00
175.00
176.00
Hepatitis C AB
78.00
79.00
80.00
81.00
HIV Test
74.00
76.00
78.00
80.00
Inhalent Petroleum Panel
85.00
86.00
87.00
88.00
Lab Draw Fee
16.00
17.00
18.00
19.00
Liver Function (OML)
N/A
N/A
N/A
N/A
MMR Measles mums rubella
110.00
112.00
114.00
116.00
Mobile Health Response
300.00
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.
74.00
76.00
78.00
80.00
Post Offer Physical Abilities Test
106.00
107.00
108.00
109.00
PSA Prostate Specific Antigen)
52.00
52.50
53.00
53.50
Respiratory Fit Test
69.00
70.00
71.00
72.00
RH Factor Rhesus factor blood test
19.00
19.50
20.00
21.00
RPR (Rapid Plasma Reagin - syphilis)
25.00
25.50
26.00
27.00
Rubella Titer
55.00
56.00
57.00
58.00
Spirometry
51.00
52.00
53.00
54.00
TB Test
28.00
29.00
30.00
31.00
TB Positive Skin Test Review
32.00
33.00
34.00
35.00
Tdap (Tetanus, diptheria, pertusis
vaccine)
70.00
72.00
74.00
76.00
Tetanus
N/A
N/A
N/A
N/A
Titmus Vision Screen
30.00
30.50
31.00
31.50
Twinrix ep A & Hep B vaccine
170.00
175.00
180.00
185.00
Urinalysis
17.75
18.00
18.50
19.00
X-ray Post- Anterior & Lateral
160.00
165.00
170.00
175.00
Zinc Proto orforin lead
52.00
53.00
54.00
55.00
ADDITIONAL COMPENSATION
Creation of post offer physical ability test(s) 150.00/hour
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7. JOB CLASSIFICATIONS REQUIRING PRE-EMPLOYMENT MEDICAL EXAMINATIONS
Job Title
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
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ATTACHMENT 3
EMPLOYEE ASSISTANCE PROGRAM (EAP)
STATEMENT OF WORK
DESIRED OUTCOMES OR PURPOSE
a. Cascade Health EAP is a department within Willamette Community Health Solutions dba Cascade Health
Solutions. Cascade Health EAP offers Employee Assistance Program (EAP) and behavioral health
counseling as well as training, consultations, work/life services, management referrals and critical incident
debriefing.
2. POINT OF CONTACT
a. Independent Contractor: Jodi DePaoli; 541-345-2800; idepaoli(acascadehealth.org
b. City: Jamie Iboa; 541-726-3724; jiboa@springfield-or.gov
3. ELIGIBILITY
a. An eligible employee is defined as any employee of the City of Springfield and his/her household
members regardless of benefit status.
4. LOCATION OF SERVICES
a. There are no face-to-face counseling sessions available with Cascade Health EAP counselors outside of
the Eugene/Springfield area (hereinafter "Local Area").
b. Eligible employees living outside of the Local Area are eligible for telehealth visits through Cascade Health
EAP office.
c. The final decision to provide or receive services is to be made by the Eligible Employee and Cascade
Health EAP, regardless of whether Employer or its designated agent has determined whether the services
are necessary.
5. SERVICES PROVIDED
a. One to six (1-6) counseling sessions for each Eligible Employee and household member per distinct
problem per year. Cascade EAP 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 Cascade Health EAP recommends a referral, Cascade Health EAP shall not be
responsible for any charges associated with any continued care. Additionally, Cascade Health EAP shall
not cause Employer to incur any referral -related costs.
b. Eligible Employees shall be covered by Cascade 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.
c. Cascade Health EAP shall provide up to two (2) hours of training per contract year on-site.
d. Cascade Health EAP shall provide the following services for Supervisors and Managers:
i. Supervisor consultations and coaching on employee and workplace issues.
ii. 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 Health EAP 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 Cascade Health EAP for a cost of $250.00/hour.
f. Cascade Health EAP shall provide on-site Critical Incident Debriefing within 48 hours of a traumatic
workplace event.
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6. CONSIDERATION AND PAYMENT
a. The agreed upon rate for the City is $3.00 Per Employee Per Month (PEPM). Cascade Health EAP will bill
Employer for such sum each month in advance. This agreement is based on a current employee count of
384 Eligible Employees. The employee count will be provided by the employer quarterly, and in the
event of a change in employee count, payment to Cascade Health EAP will be adjusted accordingly
consistent with Cascade Health EAP's standard practices.
b. The City agrees to pay for services per the schedule above in an amount not to exceed $30,000.
7. INVOICES
a. Invoice quarterly in arrears based upon the actual number of employees.
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ATTACHMENT 4
First Aid — CPR — AED Training
STATEMENT OF WORK
1. DESIRED OUTCOMES OR PURPOSE:
a. City wishes to provide First Aid/CPR/AED training and two-year certification to employees.
b. Services will be used on an as needed basis as requested by City Project Lead
2. POINT OF CONTACT
a. Independent Contractor: Gabrielle Lamarche 541.228.3104; glamarche@cascadehealth.org
b. City: Jamie Iboa; 541-726-3724; iiboa@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.
d. 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
S. 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
$25.00
1.5 Hours
{00029269:1}
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is effective upon signing this Agreement and is entered into by and
between Willamette Community Health Solutions, an Oregon nonprofit corporation doing business as Cascade Health
("Covered Entity") and the City of Springfield ("Business Associate") to set forth the terms and conditions under which
protected health information ("PHI"), as defined by the Health Insurance Portability and Accountability Act of 1996, Public
Law 104-191, Regulations enacted hereunder (HIPAA); the Health Information Technology for Economic and Clinical Health
(HITECH) Act, Public Law 111-5, Division A, Title XIII, Subpart D, Regulations enacted hereunder; and as defined in 42 CFR
Pt. 2 (alcohol and chemical dependency)[if applicable], created or received by Business Associate on behalf of Covered
Entity may be used or disclosed.
Catchall definitions
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules as amended:
Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information (PHI), Required By Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
Specific definitions:
1. Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate"
at 45 CFR § 160.103, and in reference to the party to this Agreement, shall mean City of Springfield.
2. Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR §
160.103, and in reference to the party to this Agreement, shall mean Cascade Health.
3. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45
CFR Part 160 and Part 164.
4. HITECH Act. "HITECH Act" shall mean Health Information Technology for Economic and Clinical Health Act, Division
A, Title XIII of the American Recovery and Reinvestment Act of 2009.
The obligations herein shall continue in effect so long as Business Associate uses, discloses, creates or otherwise possesses
any PHI created or received on behalf of Covered Entity and until all PHI created or received by Business Associate on
behalf of Covered Entity is destroyed or returned to Covered Entity pursuant to Paragraph 23 herein.
Covered Entity and Business Associate agree to maintain the security of Covered Entity's PHI according to the policies and
procedures described herein. However, in the event that it is determined that Business Associate is not a Business Associate
pursuant to 45 CFR Part 160 and Part 164, Business Associate shall not have strict liability for civil penalties or monetary
settlements pursuant to 45 CFR Part 160.
1. Covered Entity and Business Associate hereby agree that Business Associate shall be permitted to use and/or disclose
PHI created or received on behalf of Covered Entity, that is required, necessary or desirable for Business Associate to
carry out its contractual obligations set forth in the underlying Independent Contractor Agreement and/or other
business responsibilities on behalf of Covered Entity for the following purpose(s):
As necessary to perform the services set forth in the underlying Independent Contractor Agreement. This
Agreement is developed primarily to identify obligations Covered Entity and Business Associate have to protect PHI
to fulfill the underlying Statement of Work — Wellness Center. This Agreement does not impact the transmission of
PHI, if any, as identified in the underlying Statement of Work — Occupational Medicine.
2. Covered Entity and Business Associate acknowledge they are required by law to comply with the HIPAA Security Rule
(45 CFR Part 164, Subpart C), the use and disclosure provisions of the HIPAA Privacy Rule (45 CFR §§ 164.502,
164.504), and the Breach Notification Rule (45 CFR Part 164, Subpart D).
3. Business Associate shall, in accordance with 45 CFR §§ 164.502(e)(1)(ii) and 164.308(b)(2), ensure that anytime
Business Associate's Subcontractor or agent creates, receives, maintains, or transmits the PHI on behalf of Business
Associate, Business Associate shall first enter into a written agreement with the Subcontractor or agent that contains
the same terms, conditions and restrictions on the access, use and disclosure of PHI as contained in this Agreement.
Business Associate shall also ensure that any such Subcontractor or agent to whom Business Associate provides
{00029269:11
Electronic PHI agrees in writing to implement reasonable and appropriate safeguards to protect such Electronic PHI.
4. Covered Entity and Business Associate agrees to make uses and disclosures and requests for protected health
information consistent with the minimum necessary provisions of the HIPAA Privacy Rule, 45 CFR § 164.502(b).
5. Covered Entity and Business Associate fully understand they may not use or disclose protected health information in a
manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity.
Business Associate may use and disclose PHI created or received by Business Associate on behalf of Covered Entity if
necessary for the proper management and administration of Business Associate or to carry out Business Associate's
legal responsibilities, provided that any disclosure is:
A. Required by law; or
B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that
the information will remain confidential and used or further disclosed only as required by law or for the
purposes for which it was disclosed to the person. The person will use appropriate safeguards to prevent
unauthorized access to, use, or disclosure of the PHI, and the person in possession of the PHI immediately
notifies the Business Associate of any instance of which it is aware in which the confidentiality of the PHI has
been breached; or
C. The PHI is de -identified.
7. Covered Entity and Business Associate fully understand they are required to maintain the security and privacy of all
PHI in a manner consistent with state and federal laws and regulations, including HIPAA, the HITECH Act, (42 CFR Pt.
2) and all other applicable law.
8. Covered Entity and Business Associate fully understand they cannot use or disclose PHI except as expressly permitted
by this Agreement, applicable law, or for the purpose of managing Business Associate's own internal business
processes consistent with Paragraphs herein.
9. Covered Entity and Business Associate fully understands they are prohibited from disclosing PHI created or received
by Business Associate on behalf of Covered Entity to a person, including any agent or subcontractor of Business
Associate but not including a member of Business Associate's own workforce, until such person agrees in writing to
be bound by the provisions of this Agreement and applicable state or federal law.
10. Covered Entity and Business Associate agrees to use appropriate administrative, physical, and technical safeguards to
prevent use or disclosure of electronic or non -electronic PHI not permitted by this Agreement or applicable law.
11. Business Associate will report to Covered Entity, without unreasonable delay, and in no case later than 48 hours after
discovery of any access to, use or disclosure of PHI, not provided for or allowed by the Agreement of which it becomes
aware, including breaches of unsecured PHI as required at 45 CFR § 164.410, and any security incident of which it
becomes aware and involving Covered Entity PHI used and disclosed by business associate. When indicated, Business
Associate shall be responsible for providing the required notification to the individual(s), the Secretary, and the media.
12. Business Associate shall indemnify, hold harmless, and defend the Covered Entity from and against any and all costs
(including mailing, labor, administrative costs, vendor charges, and any other costs determined to be reasonable by
the Covered Entity), losses, penalties, fines, and liabilities arising from or associated with a Breach to the extent the
Breach is caused by the Business Associate's failure to meet its obligations under this Agreement.
13. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of
a use or disclosure of PHI by Business Associate or a Subcontractor or Agent of a Business Associate in violation of
the requirements of this Agreement.
14. Business Associate shall not disclose PHI to any member of its workforce unless Business Associate has advised such
person of Business Associate's privacy and security obligations under this BAA, including the consequences for violation
of such obligations. Business Associate shall take appropriate disciplinary action against any member of its workforce
who uses or discloses PHI in violation of this BAA or applicable law.
15. In the event of a breach of PHI, Business Associate shall provide Covered Entity a report consistent with 45 CFR Part
164, Subpart D. Pursuant to 45 CFR Part 164, Subpart D, the report shall include individual(s) name, contact
{00029269:1}
information, nature/cause of the breach, PHI breached, date or period of time during which the breach occurred, steps
taken to mitigate any potential harm, and controls that will be implemented to reasonably prevent similar breaches of
PHI. Business Associate understands that such a report must be provided to Covered Entity within fifteen (15) business
days from the date of discovery of the breach or, having exercised due care, the date on which the breach would have
been known to have occurred.
16. Business Associate agrees to maintain a record of its disclosures of PHI, including disclosures not made for the purposes
of this Agreement consistent with 45 CFR § 164.504(e). Such record shall include the date of the disclosure, the name
and, if known, the address of the recipient of the PHI, the name of the individual who is the subject of the PHI, a brief
description of the PHI disclosed, and the purpose of the disclosure. Business Associate shall make such record available
to Covered Entity within thirty (30) days of a request and shall include disclosures made on or after the date which is
six (6) years prior to the request as necessary to satisfy Covered Entity's obligations under 45 CFR § 164.528.
17. Within thirty (30) days of a written request by Covered Entity, Business Associate shall allow an individual who is the
subject of PHI, such individual's legal representative, or Covered Entity to view and to copy such individual's designated
record set maintained by Business Associate pursuant to 45 CFR § 164.504(e) as necessary to satisfy Covered Entity's
obligations under 45 CFR § 164.524. Business Associate shall provide PHI in the format requested by such person,
legal representative, or Covered Entity's unless it is not readily producible in such format, in which case it shall be
produced in standard hard copy format or .pdf format if the PHI is stored electronically.
18. Business Associate shall make any amendment(s) to PHI in a designated record set as directed or agreed to by
Covered Entity pursuant to 45 CFR §§ 164.504(e) and 164.526, or take other measures as necessary to satisfy
Covered Entity's obligations under 45 CFR § 164.526.
19. Business Associates agrees to make its internal practices, books, and records relating to the use and disclosure of PHI
received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, available to
the Secretary of the United States Department of Health and Human Services, for purposes of determining compliance
with HIPAA and the HITECH Act.
20. The term of this Agreement shall commence on the Agreement's Effective Date and shall terminate upon termination
of the Underlying Agreement (or other arrangement between the Parties), or when terminated for cause as set forth
below.
21. Either Party shall have the right to immediately terminate this Agreement if such Party determines that the other Party
has violated a material term of this Agreement and/or HIPAA and the breaching Party has not taken steps to cure such
material default within thirty (30) days of receipt of the non -breaching Party's written notification of such material
breach. However, in the event that the default cannot be cured within the 30 -day cure period, the 30 -day cure period
shall be extended for a reasonable additional time to cure such default, provided the breaching Party commences to
cure the default within the 30 -day cure period and proceeds diligently to affect the cure within such reasonable
additional time. Failure to cure shall be grounds for immediate termination of this Agreement. Remedies under this
Agreement are cumulative, and the exercise of any remedy shall not preclude the exercise of any other.
22. If circumstances exist that prevent immediate contract termination with Business Associate, Covered Entity shall require
Business Associate adopt practice that would result in limiting similar risks in the future and report the violation.
23. Upon termination of this Agreement for any reason, Business Associate, with respect to PHI received from Covered
Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:
A. Retain only that protected health information which is necessary for Business Associate to continue its proper
management and administration or to carry out its legal responsibilities;
B. Return to Covered Entity or, if agreed to by Covered Entity, destroy the remaining PHI that the Business
Associate still maintains in any form;
C. Continue to use appropriate safeguards and comply with CFR Part 160 and 164 with respect to electronic PHI
to prevent use or disclosure of the PHI, other than for the purposes for which such PHI was retained and
subject to the same conditions set out in this Agreement, for as long as Business Associate retains the protected
health information;
{00029269:1}
24. Covered Entity may amend this Agreement by providing ten (10) days prior written notice to Business Associate in
order to maintain compliance with state or federal law. Such amendment shall be binding upon Business Associate
upon mutual written agreement between the parties.
25. In the event that any new laws, regulations, or interpretations of the foregoing are promulgated, the Parties shall use
reasonable efforts to promptly amend this Agreement to comply with such change without any financial concession.
26. This Agreement shall be governed by the laws of the State of Oregon and applicable federal law, with venue for any
suit, action or legal proceeding arising out of or relating to this Agreement being brought in a court of competent
jurisdiction located in Lane County, Oregon. The Parties also agree that for purposes of privacy rights, HIPAA shall
supersede all applicable state laws, except to the extent such state laws are not preempted.
27. This Agreement shall be binding on, and inure to the benefit of the Parties hereto and their successors and permitted
assigns, but neither Party may assign this Agreement without the prior written consent of the other (except to any
entity controlled by, controlling or under common control with the assigning entity). However, no such consent shall
be required for either party's assignment of this Agreement in connection with a merger, sale, or transfer of all or
substantially all of the business or assets of the assigning party.
28. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
A. The validity or enforceability in that jurisdiction of any other provision of this Agreement; or
B. The validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
29. The respective rights and obligations of the Parties to this Agreement shall survive the termination of this Agreement.
30. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
31. Whenever under this Agreement a Party is required to give notice to the other Party, such notice shall be deemed
given if mailed by First Class Certified United States mail, return receipt requested, postage prepaid or hand -delivered,
including recognized overnight courier service, with confirmed receipt, and addressed as follows:
Covered Entity
Cascade Health
Attn: Privacy Officer
2650 Suzanne Way, Suite 200
Eugene, OR 97408
Business Associate
City of Springfield
Attn: Risk Manager
2255 th Street
Springfield, OR 97477
32. This Agreement consists of this document and constitutes the entire agreement between the Parties with respect to
the subject matter herein. There are no understandings or other agreements which are not fully expressed in this
Agreement, and no change, waiver or discharge of obligations arising under this Agreement shall be valid unless in
writing and executed by the Party against whom such change, waiver or discharge is sought to be enforced. This
Agreement supersedes any previous HIPAA business associate agreement between the Parties.
{00029269:1}
IN WITNESS WHEREOF, Covered Entity and Business Associate have caused this Agreement to be signed and delivered by
their duly authorized representatives, as of the date first set forth above.
Covered Entity
Cascade Health
Signature:
Name:
Title:
Date:
{00029269:1}
Business Associate
City of Springfield
Signature:
Name: Nancy Newton
Title: City Manager
Date:
REVIEWED & APPROVED
AS TO FORM
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DATE:
SPRINGFIELD CITY ATTORNEY'S OFFICE