.l SECTION2: 93.069; 93.521. CONTRACT FROM THE MONTANA DEPARTMENT AND-HUMAN SERVICES CONTRACT NUMBER: 14-07?4?41-001-0 SECTION 1: PARTIES I THIS CONTRACT, is entered into between the Department Of PublicHealth and Human Services, (the ?Department?), State of Montana (?State?), 111 N. Sanders, PO. Box 4210, Helena, Montana 59604, 406- 444-2995, e?mail: and Medical Logistic Solutions, Inc. ("Contractor") whose ninel(9) digit Federal ID Number is 81-1285749, and whose address, phone number, and email address are 7200 S. Alton Way, Suite Centennial, CO 801 12, 719-659-4842, and - - THE PARTIES AGREE AS FOLLOWS: PURPOSE, The purpose of this contract is to provide statewide, same day laboratory courier services. SECTION 3: TERM OF CONTRACT. A. The term of this Contract is from the August 1, 2013 through June, 30, 2014 unless'terminated in accordance with the Contract. This Contract-may be extended for fourlone-year extensions if the parties agree in writing to the extension prior to the end of thecurrent term of this Contract. - B. The completion date of performance for purposes Of issuance Of final payment for services under this Contract is the date upon which: 1) the Contractor is required to perform nothing further and has no additional corrective actions to complete; and 2) all final reports required under this Contract are appropriately submitted and are satisfactOry. C. After completion or termination Of the Contract, Contractor remains obligated to comply with all continuing legal and contractual obligations, duties and responsibilities including but not limited to obligations related to state and federal reporting, record retention, provision Of access and information for audits, indemnification, insurance, protection of confidential information, recipient grievances and appeals, and property ownership and use. . .. .. Ind .I-I I I ..A..I.. SECTION 4. SERVICES TO BE PROVIDED. A. The Contractor must provide statewide, same day laboratory courier services, Monday through Friday, excluding majorholidays, .fromdesignated locations in. Montana. . All samples/Specimens will be delivered to the designated drop?off location which is Loading Dock B126 located at 1400 Broadway, Helena, MT on the Capitol Complex and as further detailed in Attachment (ii-'B #i 5-2650 I invitation for Bid) . B. The Contractor must train Drivers in medical samples/specimens and infectious substances handling (temperature and biohazard controls), including maintenance of the proper temperature of samples/specimens from the time of pick-up to the time of delivery to the designated drop-off location. Drivers must also be trained in standards for patient confidentiality. The'Contractor must assure that Drivers maintain a clean, professional image and clearly bear company identification when providing courier services. C. Time is of the essence under this Contract. Uninterrupted and continuous delivery 'of the contracted goods and services is required. D. I All persons and entities the Contractor engages under this contract, including its employees and approved subcontractors, must be appropriately trained, licensed, certified and credentialed as required by law. E. - The Department and the Contractor, their employees, agents, approved contractors and . subcontractors will cooperate with those-of the other party, and with other state or federal administrative agency employees. and subcontractors at no charge for purposes relating to the administration of the services to be delivered under this Contract. SECTION 5. CONSIDERATION AND PAYMENTS The Department will reimburse the Contractor in consideration of the goods and services the Contractor provides and renders under this Contract as follows. I A. Billing for Performance . The Contractor may only bill and receive payment for services that have been performed. B. Other Programs as Payers For Services Non-duplication of Payment The Contractor may not seek compensation from monies payable through this Contract for the costs goods and services that may be Or are reimbursed, in whole or in part, from other programsand sources. C. Billing Procedures and Requirements 1. The Department will pay reimburse the Contractor by invoice on a basis in conSideration of the goods and services the Contractor provides and renders under this Contract pursuant to the following Specified pricing schedule (in Attachment C) - llPayment to the Contractor shall be made to: Medical Logistic Solutions, Inc. 7200 S. Alton Way . . Centennial, CO 80112 - 3. This contract is valid and enforceable only if sufficient funds are made available to the State and by the State for the appropriate fiscal year for the purposes of this program. 4. The Contractor must bill in accordance with the procedures and requirements the Department identifies and must submit invoices on forms the Department provides itemizing all services for reimbursement. D. Adjustments to Consideration The Department may adjust the consideration provided to the Contractor under this Contract based on any reductions of funding, governing budget, erroneous orimproper payments, audit findings, or failings in the Contractor's delivery of services. E. Sources of Funding The sources?of the funding for this Contract are $10,000 per year from" state speCial revenue and, for the balance, federal grants from" the US. Department of Health Human Services Preparedness Grant and Epidemiology and Laboratory Capacity Grant. F.-. Erroneous and Improper Payments The Contractor may not retainany monies the Department pays in error or whiCh the Contractor, its employees, or its agents improperly receive. Any monies the Contractor receives in error are a debt the' Contractor owes to the Department. The Contractor must immediately notify the Department .if it - determines a payment may be erroneous or improper, and must return that payment within 30 days of the- Department requesting its return. lf the Contractor fails to return to the Department any erroneous or improper payment, the Department may recover such payment by any methods available under law or through this Contract, including deduction of the payment amount from any future payments to be made to the Contractor. - G. Withholding for. Failure to Perform The Department may withhold payment at any time during the term of the'Contract and may withhold final payments under the Contract if the Contractor is failing .to perform its duties and responsibilities in accordance with the terms of this Contract. The Department will give the Contractor written notice of both the amount of withheld and of the basis for the withholding of payment. . .. .l . . . I SECTION 6. A. SECTION 7. A. SECTION 8. CONFLICTS OF INTEREST AND ANTITRUST VIOLATIONS The Contractor must: 1. comply with applicable state and federal laws, rules and regulations regarding conflicts of . interest in the performance of its duties under this Contract; 2. cooperate with complete independence and objectivity without actual, potential or apparent conflict of interest with respect to the activities conducted under this Contract; 3. establish safeguards to prohibit its board members, officers and employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain; and 4. have no interest nor acquire any direct or indirect interest that would conflict in any manner or degree with its performance under this Contract. This contract is subject to immediate termination if the Contractor engages in any violation of state or federal law relating to: - 1. mail fraud, wire fraud, making false statements, price fixing and collusion to fix prices under the Sherman Act, 15 U.S.C. 1?7 and engagement in kickback schemes in violation of the Anti?Kickback Act, 41 U.S.C. 51?58; and 2. colluding with other contractors in a noncompetitive manner to gain unfair advantage in providing services at a noncompetitive price in violation of 18-4441, MCA. The Contractor may not enter into any Contract or other arrangement for the use, purchase, sale lease or rental of real pr0perty, personal property or services funded with monies of this Contract if an employee, administrator, officer or director of the Contractor may receive a financial or other valuable benefit as a result. The Department may grant exceptions to this prohibition where it determines that the particular circumstances warrant the granting of an exception. - REPORTING OF FALSE CLAIMS, OTHER CRIMINAL MATTERS The Contractor, its employees, agents and subcontractors must immediately report any credible . evidence of misconduct involving federal funds under this Contract, including any false claim under the federal False Claims Act (31 U.S.C. 3729-3733), to the Office of Inspector General for the federal Departmentof Health Human Services, the federal Department of Education or the - federal Department of Agriculture, as applicable. . - The Contractor must report to the Department or other state authority any credible evidence that a violation of the Mentana False Claims Act, at Title 17, chapter 8, part 4, MCA, has been committed. - . CREATION AND RETENTION OF RECORDS The Contractor must maintain all records, (written, electronic or otherwise) documenting compliance with the requirements of the Contract and its attachments, and with state and federal law, relating to performance, monetary expenditures and finances during the term of this Contract and for four (4) years after its completion date. - 4 . - ,l . . 1. The Department will provide the Contractor with copies of any forms of documents and records the Department specifically requires the Contractor to use in the performance of this contract. .B. If any litigation, reviews, claims or audits concerning'the records are begun before the expiration of the four (4) year period, the Contractor must continue to retain them until such litigation, reviews, claims or audits are resolved. The Contractor must provide authorized state and federal entities, inciuding iviontana the US. Departments of Health and Human Services, Agricuiture, Energy and Education, their auditors, investigators and agents, with timely and unrestricted access to all of the Contractor's records, materials and information including any and all audit reports with supporting materials and work documents related to the delivery of goods and services provided under this Contract for purposes of audit and other administrative activities and investigations. Access must be provided in a format acceptable to those authorized entities, who may record and copy any information and materials necessary for any administrative activity, investigation and audit or other administrative activity or investigation. SECTION 9. ACCOUNTING, cosr PRINCIPLES AND AUDIT A. Accounting Standards The Contractor must maintain a system of accounting procedures and practices sufficient for the Department to determine to its satisfaction that the system that (1) permits timely development of all necessary cost data in the form contemplated by the contract type, (2) is adequate to allocate costs in accordance with Generally Accepted Accounting Principles and (3) complies with any other accounting requirements the Department specifies. B. Internal Controls The Contractor must maintain and document an adequate systempf internal controls that address: 1) the control environment, 2) the risk environment, 3) the risk assessment, the control activities, 5) information, communications, and monitoring. C. Separate Accounting of Funding The Contractor must separately account for and report the source, the receipt, and the expenditure of the different types of program funding received from the Department under this Contract. Except as may be expressly allowedfor under this Contract, each different fund must be accounted for separately and may not be diverted or commingled. D. Audits and Other Investigations The Department and any other legally authorized federal andstate entities and their agents may conduct . administrative activities and investigations, including audits, to assure the appropriate administration and performance of the Contract: and the proper expenditure of monies, delivery of goods, and provision of services pursuant to the Contract. The Contractor will provide the Department and any other authorized governmental entity and?their agents access to and the right to record or copy any and all of the Contractor?s records, materials and information necessary for the conduct of any administrative activity. investigation or audit. Administrative activities and investigations may be undertaken and access shall be 5 I. .. .. . .. afforded under this section from the time the parties enter the Contract until the expiration of eight-(8) years from the completion date of the Contract. M.C.A. 18-1?118. E. COrrective Action If directed by the Department, the Contractor must take corrective action to resolve audit findings. The Contractor must prepare a corrective action pian actions the Contractor proposes to undertake to resolve those audit findings. The Department may direct the "Contractor to modify the corrective action plan. F. Reimbursement for Sums Owing The Contractor must reimburse or compensate the Department in any other manner as the Department may direct for any sums bf monies determined by an audit or other administrative activity or investigation to be owing to the Department. G. Federal Financial Requirements If the Contractor is a for-profit commercial contractor receiving federal funds from any and all federal funding sources, it must comply with the audit requirements in 45 CFR 74.26(d) and the cost and accounting principles and procedures for commercial'organizaticns in 48 CFR 31 concerning the use of the funds provided under this Contract in the version in effect on the date both parties sign this Contract. As a ?for?profit? organization, the Contractor may either have an audit that meets the requirements contained in the Federal Office of Management and Budget (OMB) Circular ?Audits of States, Local Governments, and Non-Profit Organizations? or the Government Auditing Standards. 45 CFR Commercial organizations that receive annual awards totaling less than OMB Circular A?133?s audit requirement threshold are exempt from requirements for a non-Federal audit for that year, but records must be available for review by appropriate officials of Federal agencies. SECTION 10: REAL AND PERSONAL PROPERTY A. Procurements undertaken by the Contractor with the consideration for this Contract are subject to the requirements and conditions of this Section. Custom software developed with consideration for this Contract in addition to this Section is also subject to the requirements and conditions of the ?Software? Ownership and Licenses" Section. B. For purposes of this Section the following definitions based on the pertinent federal regulations - apply: "Equipment" means tangible nonexpendable personal property, including exempt prOperty, charged directly to the Contract having a useful life of more than one year and an acquisition cost of $5,000 or more per unit unless lower limits are otherwise established. "Intangible property" means, but is not limited to, trademarks, copyrights, patents, and patent applications and such property as loans, notes and other instruments of property ownership, whether considered tangible or intangible. .. .. I I I SECTION 11. A. "Personal property" means property of any kind except real pr0perty. It may be tangible, having physical existence, such as equipment and supplies, or intangible, having no physical existence, such as data, copyrights, patents, or securities. - I "Property" means, unless otherwise stated, real property, equipment, and intangible property. "Reai property" means iand, including land improvements, structures, and appurtenances thereto, but excludes movable machineryand equipment. Property to be used for the purposes of carrying out the duties and responsibilities provided for in this Contract may be purchased with funds from this Contract only if authorized by the Department through the terms of this Contract. Property purchased with federal funding must be purchased, managed, subject to regular inventory and marking processes, and disposed of in accOrdance with the pertinent provisions at 45 CFR 74.32, 74.34, 74.35, 74.36, and 74.37 and 45 CFR 92.31, 9232,9233 and 92.34. At such time as the Contractor no longer Contracts to deliver services to the Department, the Contractor must deliver, as may be required by legal authorities or as may be directed by the Department, title to and possession of any property purchased with contractual monies to the Department or to any entity "designated by the Department. . i All patent and other legal rights in and to inventions arising out of aetivities assisted by funds from this Contract must be available, in' accordance with 37 CFR Part 401 and any other applicable legal authority, to the public for royalty-free and nonexclusive licensing. The Contractor must notify the Department in writing of any invention conceived or actually reduced to practice in the course or performance of this Contract. The Department and any federal agency from which funds for this Contract are derived have, in accordance with 45 CFR ?74.36 and 45 CFR ?92.34, a royalty-free, nonexclusive, and irrevocable right to reproduce, publish or otherwise wise and authorize others to use for Department and agency purposes any written, audio or video material developed under this Contract. ASSIGNMENT, TRANSFER AND SUBCONTRACTING- The Contractor may not agree to assign, transfer, delegate or subcontract this contract in whole or in part, or any right or duty arising under this contract, unless the Contractor submits a'written request to the Department?s liaison and thelDepartmentgivesits express written approval to the assignment, transfer delegation or subcontract. Any agreement to assign, transfer, delegate or subcontract to which the Department does not give its express written approval is null and'void; does not make the Department a party to that agreement; and creates no right, claim or interest in favor of any party to that agreement against the Department. An assignment, transfer, delegation or subcontract entered into by the Contractor related to the . obligations of the Contractor under this Contract must be in writing, must be subject to the terms 7.. . . SECTION 12. and conditions of this Contract, and must contain any further conditions as may be required by the Department. The Contractor must'immediately notify the Department of any litigation concerning any assignment, transfer, delegation or subcontract. in accordance with the sections of this Contract regarding indemnification, the Contractor must indemnify and hold the Department harmless with respect to any suit or action arising out of or brought by any party to an assignment, transfer, delegation or subcontract. INDEMNIFICATION The following apply for the purpose of this section: 1. ?Contractor? includes the Contractor and any offiCer, employee, volunteer, agent, subcontractor, representative or assignee of the Contractor and any other person, partnership, corporation, or other legal entity performing work or services, or providing materials under this Contract for or on behalf ofthe Contractor. I .2. ?State of Montana? includes the State of Montana and the Department, and any of their officials, employees, v0lunteers or agents acting within the sc0pe of their duties and responsibilities. 3. "Allegation of liability" includes both actual and alleged claims, demands, and legal causes of action. The Contractor shall at its sole cost and expense indemnify, defend, and hold harmless the State of Montana against any allegations of liability of any kind, including personal injury, death, ?or damage to property, and any resulting judgments, losses, liability, penalties, costs, fees, cost of legal defense and attorney?s fees in favor of third parties, including the officers, employees and agents of the Contractor. I The obligation of the Contractor to indemnify, defend, and hold harmless the State of Mentana under this Section extends only to losses, liabilities, damages, costs, or fees resulting or arising in whole or in part from any actual or- alleged actions, failures, or omissions of the Contractor and of the State of Montana as jointly liable with the Contractor relating to performance under this Contract, including any actual or alleged: 1. acts, errors, omissions or negligence, whether willful or not; 2. failure or omission to perform the duties, responsibilities or services under this Contract; or 3. failure to comply with any federal, state, and local legal authorities, regulations, and ordinances applicable to the services or work to be provided under this Contract or applicable to the work environment or employment practices of the Contractor. . - The obligation of the Contractor to indemnify, defend and hold harmless the State of Montana under this section does not extend to losses, liabilities, damages, costs, or fees arising solely out of or resulting solely from the actions, failures, or omissions of the State of Montana. . SECTION 13. The Department must give the Contractor notice of any allegation of liability and at the Contractor's expense the Department shall cooperate in the defense of the matter. If the Department determines the Contractor has failedsto fulfill its obligations as .the indemnitor under this Section, the Department may proceed to undertake its own defense. If the Department undertakes its own defense, the Contractor must reimburse the Department for any and all costs to the Department resulting from settiements, judgments, losses, and penaities and for the costs of defense incurred by the Department including but not limited to attorney fees, investigation, discovery, experts, and court costs. The Contractor must reimburse the Department under this Section for any and all costs to the Department resulting from settlements, judgments, losses, liabilities, and penalties and for all the - . costs of defense the Department incurs including but net limited to attorney fees, investigation, discovery, experts, and court costs. - LIMITATIONS OF STATE LIABILITY- Any liabilities of the State of Montana and its officials, employees and agents are governed and limited by the provisions of Title 2, chapter 9, MCA, for all acts, omissions, negligence, or alleged acts or omissions, negligent conduct, and alleged negligent conduct related to this Contract. SECTION 14. a A. i) B. INSURANCE COVERAGE General Liability Insurance The Contractor must have for the duration of this Contract, at its cost, primary standard general liability insurance coverage. The coverage must include tort and other claims of liability arising from personal harms or losses, bodily injuries, death, or damages to or losses of real and personal property or from other liabilities that may be claimed in relation to the Contractor?s performance under this Contract. The inSurance must cover claims as may be caused by any act, omission or negligence of the Contractor or the Contractor's officers, employees, or agent. The Contractor must maintain at aminimum general liability insurance occurrence coverage with combined single limits for bodily injury, personal harm or loss, and property damage or loss of$1,000,000 per occurrence and $2,000,000 per aggregate per year. Automobile Liability Insurance i) The Contractor must have for the duration of this Contract, at its cost, automobile liability insurance coverage. The insurance must cover claims as may be catised by any act, omission, or negligence of the Contractor or the Contractors officers, employees, or agents. - The coverage must be comprehensive and be inclusive of all contract related transportation activities performed by the Contractor?s officers, employees, and agents using Contractor owned, leased, hired, borrowed, or leased vehicles or using personal vehicles. ii) The Contractor must maintain at a minimum automobile liability insurance coverage, inclusive of bodily injury, personal injury and property damage, with split limits of $1,000,000 per person for personal injury or loss, $2,000,000 per accident occurrence for personal . . - 9 .. 1 Ill-m. . .l'ili. .. injury or loss and $100,000 per accident occurrence for property damage or loss, or combined single limit of $1,000,000 per occurrence. C. Professional Or Errors And Omissions ii 0 . The Contractor must have for the duration of this Contract, at its sole cost and expense, HAHAA AF. .7-51? AA. 15;. Ian: ALA La: 3:111 Plulsaotunal nmUmrruc uu?v?emgc' ?10 Cover suuii Ciarilrb db may we uy? airy" ETTDT, omission, or other negligent act of the Contractor, as a professional, and any other employed or contractually retained professional staff to whom coverage may be made applicable. The coverage at a minimum must be occurrence coverage with combined single limits for each wrongful act of $1 ,000,000 per occurrence and $2,000,000 aggregate per year. ?occurrence? coverage is unavailable or cost prohibitive, the Contractor may provide ?claims made" coverage provided the following conditions are met: (1) the commencement date of this Contract must not fall outside the effective date of insurance coverage and it will be the retroactive date for insurance coverage in future years; and (2) the claims made policy must have a three?year tail for claims that-are filed after the cancellation or expiration date of the policy. The coverage must be from an insurer with a Best?s Rating of no less than or through a qualified self-insurer plan, implemented in accordance with Montana law and subject to the approval of the Department. General Requirements The Contractor, subject to review and approval of the policy by the Department, may obtain comprehensive coverage through an umbrella policy if the coverage amounts and conditions of the umbrella policy conform with the requirements of this Section. The Contractor must provide the Department prior to performance with a copy of the certificate of insurance showing compliance with the requisite coverage. All insurance required under this contract must remain in effect for the entire Contract period. The . Contractor must notify the Department immediately of any material change in insurance coverage and must provide to the Department copies of any new certificate or of any revisions to the existing certificate issued. - The Department may require the Contractor to provide copies of any insurance policies pertinent to these requirements, any endorsements to those policies, and any subsequent modifications of those policies. The Contractor?s insurance coverage under any insurance policy necessary for performance of this Contract is the primaryinsurance in respectto the State Of Montana, inclusive of its officials, agents, employees, and volunteers and must apply separately to each project or location. Any insurance or self-insurance maintained by the State Of Montana its officials, employees, agents, and volunteers is in excess of the Contractor?s insurance and does not 10 vhlallvii) contribute With it. The Contractor?s insurance coverage under any policy necessary'for performance of this Contract, except for professional liability insurance, must specify that the State, inclusive of its officials, employees, agents and volunteers, is covered . as. additionally insured for liabilityarising .outof activities performed by or. on behalf of the Contractor, inclusive of the insuredzs general supervision of the Contractor?s officers, employees and agents and of the Contractor?s performance, the services and products, and the completed operations; and arising in relation to the premises owned, leased, occupied, or used by the Contractor. The coverage must be from an insurer with a Best?s Rating of no less than-A? or through a qualified self?insurer plan, implemented in accordance with Montana law and subject to the approval of the Department. - Any deductible or self-insured retention must be declared to and approved by the Department. At the request of the Department, the COntractor must: a) reduce or eliminate such deductibles or self-insured retentions in relation to the State, its officials, employees, and volunteers; or - b) procure a bond guaranteeing'payment of losses and related investigations, claims administration, and defense expenses. The Contractor must, except for professional liability insurance, include for coverage purposes all subcontractors as insured under any insurance policy necessary for performance of this Contract or must furnish separate certificates of insurance and endorsements for each subcontractor. If the aggregate insurance coVerage a ContraCtor has is exceeded by the total of losses for - submitted claims, the Contractor must prospectively procure additional coverage based upon those increased claims. - The Contractor may only proceed to cancel or fail to renew insurance coverage during the? term of this Contract, if the notice isgiven in writing to the Department's contract liaison thirty (30) day prior to the interceded effective date of those changes and the Contractor has - obtained written commitment for replacement coverage that is in conformance with the requirements of this Section and proof of that replacement coverage is given with the notice to the Department. - . Definitions For purposes of this Section the term ?Contractor's agents? is inclusive of subcontractors, representatives, assignees, volunteers and any other person, partnership, corporation, or other legal entity performing work or services, orproviding materials under this Contract. For purposes of this Section the term ?claim? is inclusive of both actual and alleged claims, demands, and legal causes of action. - 1?l I ll .. .. . SECTION 15.- ECU COMPLIANCE WITH BUSINESS, TAX, LABOR-AND OTHER LEGAL AUTHORITIES The Contractor assures the Department that the Contractor?is legallyauthoriZed under state and federal business and tax legal authorities to conduct business in accordance withthis Contract. The Contractor and its employees, agents and subcontractors are not'employees of the State and the Contractor may net in any manner represent or maintain the appearance that they are employees. The Contractor must maintain coverage for the Contractor and the Contractor's employees through workers? compensation, occupational disease, and any similar or related statutorily required insurance program at all times during the term of this contract. The Contractormust provide the Department with proof of necessary insurance coverage as it may be issued to the contractor and must immediately inform the Department of any change in the status of the Contractor?s coverage. if the Contractor has received an independent Contractor certification from the Montana I Department of Labor and Industry as to the Contractcir for workers? compensation and other purposes, the Contractor must provide the Department with a copy of the current certification and must immediately inform the Department of any change in the status of the Contractor?s certification. This requirement is not applicable if the Contractor?s occupation under Montana law is a recognized professional occupation that when practiced as an independent business may be - conducted without the independent contractor certification. - The Contractor and its employees, agents and must report to the Department or other appropriate state authority any credible evidence that an act in violation of the Montana False Claims Act, at Title 17, chapter 8, part 4, MCA, has been committed. The Contractor, as a Contractor for the State, must comply on an on?going basis with the Montana . prevailing wage requirements in Title 18, chapter 2, part 4, MCA unless the services contracted for are ?human serviceS" or one of'the other exclusions'from the prevailing wage requirement. The. Contractor may notuse a person as an independent Contractor in the performance of its duties and responsibilities under this Contract unless that person is currently certified in accordance with Montana legal authorities as an independent Contractor and remains so, or is otherwise exempt under Montana legal authorities from the requirement to possess an independent contractor certification. - The Contractor is solely responsible onan on?going basis for and must meet all labor, health, safety, and other legal requirements, including payment of all applicable taxes, premiums, deductions, withholdings, overtime and other amounts,"which may be legally required with respect to the Contractor, the Contractor'semployees, and any persons providing services on behalf of the Contractor under this Contract. . The Contractor must comply on anon-going basis with all applicable federal and state Iegai - authorities, executive orders, federal administrative?directives, federally'approved waivers for programadrninistration, regulations and written policies, including those pertaining to licensing. 12 .. .. .. . SECTION 16: A. The Contractor shall only employ, contract or otherwise engage personnel who are authorized to work in the United State in accordance with applicable federal and state lavvs. The section of this Contract regarding indemnification applies with respect to any and all claims, obligations, liabilities, costs, attorney fees, losses or suits involving the Department that accrue or result from the Contractor's failure to comply with this section, or from any finding by any legal authority that any person providing services on behalf of the Contractor under this Contract is an . employee of the Department. CIVIL RIGHTS Discrimination Prohibited Under Federal and State Authorities The Contractor, in accordance with federal and state legal authorities cited herein and as other wise may be applicable, may not discriminate in any manner against any person on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin. - Montana Human Rights Act The Contractor in the performance of this Contract must act in compliance with the applicable anti?discrimination requirements of the Montana Human Rights Act at part 3 of Title 49, chapter 2, MCA. Montana Governmental Code Of Fair Practices As implemented by this subsection, the Contractor is "prohibited by the Montana Governmental Code Of Fair Practices at 49-3-205, 49-3-206, and from discriminating on the . basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin in the performance of this Contract or in'the delivery of state services or funding on behalf of the State. The Contractor may not receive funds from the State it the Contractor engages in discrimination on the basis of race, color, religion, creed, political ideas, .sex, age, marital status, physical or mental disability, -or national origin. As implemented by this subsection, the Contractor, in accordance with the Montana Governmental Code Of Fair Practices at 49-13-207, MCA, must for purposes of performance of this Contract hire persons on the basis of merit and qualifications directly related to the requirements of the particular position being filled. D. Compliance. With Federal And State Authorities The Contractor must comply, as applicable, with the applicable provisions of: 1. the Montana Human Rights Act (492-101, _e_t . 2. the Montana Governmental Code of Fair Practices (49-3401, e_t 9&1. 3. the federal Civil Rights Act of 1964 (42 U.S.C. 2000d, e_t stag), prohibiting discrimination based on race, color, or national origin; - 13 . . A. Generally 4. the federal Age Discrimination Act of 1975 (42 U.S.C. 6101, e_t prohibiting discrimination based on age; the Education Amendments of 1972 (20 U.S.C. 1681), prohibiting discrimination based upon. .?genden 6. Section 504 of the federal Rehabilitation Act of 1973 (29 U.S.C. 794), prohibiting discrimination based upon disability; 7. the federal Americans with Disabilities Act of 1990 (42 U.S.C. 12101, e_t prohibiting discrimination based upon disability; - 8. the Vietnam-Era Veterans Readjustment Assistance Act (38 U.S.C. 4212); 9. the federal Executive Orders 11246 and 11375 and 41 CFR Part 60, requiring equal employment opportunities in employment practices; and 10. the federal executive Order 13166 requiring facilitation of access for persons with limited English proficiency to federally funded service . - Civil Rights Violations The Department may undertake any and all actions, inclusive of contractual termination, necessary to remedy any prohibited discriminatory action by the Contractor or to remedy any failure by the Contractor to carry out an affirmative action as required in federal or state legal - authorities . SECTION 17: FEDERAL REQUIREMENTS 1. The Contractor, in addition to the federal requirements specified in this Contract and any attachments to this Contract, must comply with the applicable federal requirements and assurances for recipients of federal grants provided in the federal . OMB 4248 (Rev. 7-97) form, known as - and in the Department?s OF COMPLIANCE WITH CERTAIN REQUIREMENTS FOR DEPARTMENT OF PUBLIC HEALTH HUMAN. SERVICES (MAY 2011)". Those assurance documents must be signed by the . Contractor and submitted to the Departmentpriorto the signing of this Contract. ii. The Contractor is responsible for determining which requirements and assurances are applicable to the Contractor. - The Contractor must ensure compliance of its subcontractors with the applicable federal requirements and assurances and any related reporting requirements. B. Political And Lobbying Activities i. Federal monies received by the Contractor under the terms of this Contract may not be used for any political activities by the Contractor, its employees or agents except as expressly permitted by state and federallegal authorities. ii. As required by 31 U.S.C.- ?1352 and 45 CFR ?93.100 et seq, federally appropriated" monies may not be used to influence or attempt to influence an officer or employee of any agency, a member of the US. Congress, an officer or employee of the US. Congress or an employee of a member of the US. Congress, in connection with the alivarding of any federal Contract, grant or loan, the making of any cooperative agreement. or the extension, continuation, renewal, amendment or modification of 14 V. any federal Contract, grant, loan or cooperative agreement. . If any funds other than federally appropriated fu'nds are paid to any person fo influencing or attempting to influence an officer or employee of any agency, a member of the US. Congress, an officer oremployee of the US. Congressoran employee of a member of the US. Congress in connection with this Contract, the . Contractor must complete and submit to the Department the federally required form, FORM . Federally appropriated monies received through the programs of the federal - Departments of Health and Human Services, Education, and Labor, as provided in Section 503 of HR. 3288,"Consolidated Appropriations Act,'Division D, Departments Of Labor, Health And Human Services, And Education, And Related Agencies Appropriations Act, 2010", Pub. L. No. 111-117, and in HR. 1473, "Department Of Defense And Full?Year Continuing ApprOpriations Act, 2011", Title General Provisions, Sec. 1101, Pub. L. 112-10, and as may be provided by congressional continuing resolutions or further budgetary enactments, may not be used: to fund publicity or propaganda, or for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television,? or video presentation designed to support or defeat legislation pending before the US. Congress or a state legislature, except for presentations to the US. Congress or a state legislative body or one or more of its'members as an aspect of normal and recognized executiveJegislative relationships. 2. to pay the salary or expenses of any grant or contract recipient, or agent acting for the recipient, related to any activity designed to influence legislation or appropriations pending before the US. Congress or a state or local legislative body. The Contractor must cooperate with any investigation undertaken regarding the expenditureof funds for political or lobbying activities. 0. Federal Debarment Prohibition - i. The Department, in accordance with The Federal Acquisition Streamlining Act of 1994, PL. 103-355, and Executive Orders #12549 and #12689, is prohibited from contracting with any entity that is debarred, suspended, or otherwise excluded from participating in procurement activities funded with. federal monies. This prohibition also extends to contracting with an entity that has a director, officer,partner, person with beneficial ownership of more than 5 percent of the entity?s equity, employee, consultant, or person otherwise providing items and services that are significant and material to the entity=s obligations under this Contract with the Department if that person has-been debarred, suspended or otherwise excluded from participating in procurement activities funded with federal monies. - If the Department finds that the Contractor is not in compliance with federal debarment requirements?, the Department: 1. mustnotify the federal government; 2. may continue this Contract unless the Secretary cf the federal Department of Health and Human Services or other authorizing federal authority directs otherwise; and - 3. may only renew or otherwise extend the duration of the existing contract with the Contractor if the federal government provides to the Department and to 15 liil Hill Congress a written statement describing compelling reasons that exist for renewing or extending this Contract. D. General Prohibition On ContractingWith Federally Debarred-Entities Or Persons . The Department, in accordance with The Federal Acquisition Streamlining Act of 1994, . P.L. 103-355, and Executive Orders #12549 and #12689, is prohibited from contracting with any entity that is debarred, suspended, or otherwise excluded from participating in procurement activities funded with federal monies. This prohibition also extends to contracting with an entity that has a director, officer, partner, person with beneficial . ownership of more than 5 percent of the entity?s equity, employee, consultant, or - person othenvise'providing items and services that are significant and material to the entity's obligations under this Contract with the Department if that person has been debarred, suspended? or otherwise excluded from participating in procurement activities funded with federal monies. The general federal listing of debarred persons and entities for contracting purposes is maintained by the federal General Services Administration (GSA) at If the Department finds that the Contractor is not in compliance with these contract related federal debarment requirements, the Department: 1. must notify the federal government; 2. may continue this Contract for its current term unless the Secretary of the federal Department of Health and Human Services or other authorizing federal authority directs othenrvise; and . - - 3. may only renew or otherwise extend the duration of the existing contract with the Contractor if the federal government provides to the Department and to Congress a written statement describing compelling reasons that exist for renewing or extending this Contract. - E. The Contractor?s Obligations To Review For And Report On Debarred Persons And The Prohibition Of Health Care Program Payments To Federally Debarred Entities And Persons The Department, in accordance with 42 U.S.C. 1320a-?7, 42 U.S.C. 1320a?7a, 42 U.S.C. 1320a?7b, 42 U.S.C. 13200?5, 42 U.S.C. and 42 CFR Part 1001, is prohibited reimbursing with federal. funds from a federally funded federal or state health care program a health care provider, whether a person or an entity, that has been debarred by the Office Of Inspector General (OIG) for the federal Department Of Health Human Services. Federal and state health care . programs include medicare, medicaid, children?s health insurance programs, health care service funded through block'grants for social services, health care services funded through block grants for maternal and child health services, and any plan or program that provides health benefits, whether directly, through insurance, or otherwise, which is funded directly, in whole or in part, by the United States Government. The Department will terminate immediately this Contract with the Contractor, if the Contractorentity is debarred from receiving reimbursement through a health care program by or by the Department under federal or state legal authority 16 1. Unless a lawful waiver of the debarment exclusion is provided by or 2. employs or engages, as described in this subsection, a person who is debarred or is subject to debarment with respect to the receipt of . and state health care programs. . The Contractor must act affirmatively to preclude the engagement or employment by the Contractor .of any person who is debarred with respect to the receipt of reimbursement through federal and state health care programs as denoted in the listing of excluded health care providers that appears in the ?List Of Excluded Individuals/Entities? maintained by the Office Of Inspector General for the federal Department Of Health Human Services. The Department, as directed by the State Medicaid Director Letter, #09-001, issued by the Center For Medicaid And State Operations on January 16, 2009, requires the Contractor at the time engagement or hiring and on a basis thereafter to check to determine whether any person engaged with or employed by the Contractor appears on the list. The Contractor must immediately report to the Department any person as described in 21.5.5 who appears on the list and, in Order to maintain its contractual relationship with the Department, takeappropriate action to terminate the Contractor?s relationship with the debarred person. The Department checks to determine if the Contractor, as an entity, or any person having ownership or control interests or other interests in or relationships with the Contractor entity as described in this subsection is currently debarred from receiving health care program reimbursement. - v. A person is subject to exclusion by in the following Circumstances: 1. the person: a. has been convicted of a criminal offense as described in sections 42 U.S.C. and (1), (2) or . b. has had civil money penalties or assessments imposed under section 42 U.S.C. 1320a?7a; or . c. has been excluded from participation in Medicare or any of the State health care programs; and - 2. the person: . a. has a direct or indirect ownership interest or any combination thereof of 5 percent or more in the contractor entity; b. - is the owner of a whole or part interest in any mortgage, deed of trust, note or other obligation secured in whole or in part by the contractor entity or any of the property assets thereof, in which the whole or part interest is equal to or exceeds 5 percent of the total property and assets of the entity; . c. ?is an officer or director of the contractor entity, if the entity is organized as a corporation; - d. is partner in the contractor entity, if the entity is organized as a partnership; . - e. is an agent of the contractor entity; - f. is a managing employee, inclusive of a general manager, business "manager, administrator or director, 'who exercises operational or 17 .. Lilli .i SECTION 18. managerial control over theoontractor entity or part thereof, or directly or indirectly conducts theday?to-day operations of the entity or part thereof; or g. was formerly described in 21 .55.2.1, but is no longer so described because of a transfer of ownership or control interest to an immediate family-member or a member of the person?s household in anticipation of or following a conviction, assessment of a CMP, or imposition of an exclusion. vi. For purposes of this subsection, the following terms are defined: 1. ?Agent? means any person who has express or implied authority to obligate or 2. act on behalf of an entity. . ?Immediate family member? means a person's husband, wife, natural parent, adoptive parent, grandparent, child, grandchild, sibling, stepparent, stepchild, stepbrother, stepsister, father?in?law, mother?indlaw, daughter-in-law, son-in- law, brother?in?law, sister-in?law, grandparents spouse, or grandchild?s spouse. . - I - ?Indirect ownership interest? includes an ownership interest through anyother entities that ultimately have an ownership interest in the entity in issue. For example, a perSon has a 10 percent ownership interest in the entity at issue if the person has a 20 percent ownership interest in a corporation that wholly owns a subsidiary that is a 50 percent owner of the entity in issue. ?Member of household? means, with respect to a person, any other person with whom they are sharing a common abode as part of a single family unit, including domestic employees and others who live together as a family unit. A roomer or boarder is net considered a member of household. ?Ownership interest? means an interest in the capital, the stock or the profits of the entity, or in any mortgage, deed, trust or note, or other obligation secured in whole or inpart by the property or assets of the entity. vii. The listing of excluded health care providers appears in the listing of excluded health care providers in the "List Of Excluded Individuals/Entities" maintained by the Office Of Inspector General for the federal Department Of Health Human Services. This list is available at The list is comprehensive as to the debarments originating in all of the federal health programs. In addition, entities or persons subject to state debarment actions in federally funded state administered programs are list PREVAILING WAGE A. Montana Resident Preference. The nature of the work performed, 'or services provided, under this contract meets the statutbry definition of 'a "public?viiorks contrac in 1852-401, MCA. Unless superseded by federal law, Montana law requires that contractors and subcontractors give preference to the employment of Montana residents for any public works contract in excess of $25,000 for construction or nonconstruction services in accordance with 182-401 through 18-2- 432, MCA, and all administrative rules adopted under these statutes. ?18 .. Lu. MIN 0- I. I.- . SECTION 19. A. Unless superseded by federal law, Contractor shall ensure that at least 50% of the workers performing labor on this project are bona fide Montana residents. The Commissioner of the Montana Departmentof Labor and Industry has established theresident . requirements in accordance with 18-2403 and 18-2?409, MCA. Any and all questions concerning prevailing wage and Montana resident issues should be directed to the Montana Department of Labor and industry. Standard Prevailing Rate of Wages. In addition, unless superseded by federal law, all employees working on a public works contract muSt be paid prevailing wage rates in accordance with 18?2? 401 through 18-24432, MCA, and all associated administrative rules. Montana law requires that all public works contracts, as defined in 18-2-401, MCA, in which the total cost of the contract is greater than $25,000, contain a provision stating for each job classification the standard prevailing wage rate, including fringe benefits, travel, per diem, and zone pay that the contractors, subcontractors, and employers shall pay during the public works contract. Because this contract has an initialterm of 12 months with optional renewals, this contract is subject to the 3% adjustment when the contract length becomes more than 30 months. The 3% rate increase becomes effective upon the second renewal, and the 3% is paid starting in the third year of the contract beginning with the 25th month. The adjustment must be made and applied every 12 months for the term of the contract. This adjustment is the Sole responsibility of Contractor and no cost adjustment in this contract will be allowed to fulfill this requirement. Notice of Wages and Benefits. Furthermore, 18-2-406, MCA, requires that all contractors, subcontractors, and employers who are performing work or providing services under a public works contract post in a prominent and accessible site on the project staging area or work area, no later than the first day of work and continuing for the entire duration of the contract, a legible statement of all wages and fringe benefits to be paid to the employees in compliance with 182? 423, MCA. - .- . Wade Rates, Pay Schedule, and Records. 18?2-423, MCA, requires that employees receiving an I hourly wage'must be paid on a weekly basis. Each contractor, subcontractor, and employer shall maintain payroll records in a manner readily capable of being certified for submissionunder 18-2- 423, MCA, for not less than three years after the contractor's, schontractor's, or employer's completion of work on the public works contract. The Commissioner of the Montana Department of Labor and Industry has established the standard prevailing rate of wages in accordance with 18? 2-401. and 18?2-402, MCA, for Truck Drivers (Light or Delivery) to be $18.00 per hour, plus a benefit rate of $2.28. - - CIVIL RIGHTS Discrimination Prohibited Under Federal and State Authorities - The Contractor may not discriminate in any manner against any person on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin in the performance of this Contract or in the delivery of state services or fundingon behalf of the State. The Contractor may not receive funds from the State if the Contractor engages in- 19 discrimination on the basis of race, color, religion, creed, political ideaS, 38X, age. marital Status. physical or mental disability, or national origin. B. . Compliance with Federal and State Authorities The Contractor must comply, as applicable, with the provisions of: 1. 3: 4. 8. 9. 10. The Montana Human Rights Act (49-2-101, et seq, The Montana Governmental Code of Fair Practices (49-3-101, et seq, - The federal Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq), prohibiting discrimination based on race, color, or national origin; . I The federal Age Discrimination Act of 1975 (42 U.S.C. 6101, et seq), prohibiting discrimination based on age; . The Education Amendments of 1972 (20 U.S.C. 1681), prohibiting discrimination based upon gender; . Section 504 of the federal Rehabilitation Act of 1973 (29 U.S.C. 794), prohibiting discrimination based upon disability; - The federal Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et Seq), prohibiting discrimination based upon disability; The Vietnam-Era Veterans Readjustment Assistance Act (38 SC. 4212); The federal Executive Orders 11246-and 11375 and 41 CRF Part 60, requiring equal employment opportunities in employment practices; and - The federal executive Order 13166 requiring facilitation of access for persons with limited . English pro?ciency to federally funded services- .0. Civil Rights Violations The Department may undertake any and all actions, including contract termination, necessary to remedy any prohibited discriminatory action by the Contractor or to remedy any failure by the Contractor to carry out an affirmative action as required in federal or state legal authorities. SECTION 20: REPORTING FOR COMPLIANCE WITH THE FEDERAL TRANSPARENCY ACT A. For contracts with total consideration of greater than $25,000, the Contractor must comply as directed by the Department with the following reporting requirements (Addendum One) of the Federal Funding AccountabilityAnd Transparency Act (FFATA or Transparency Act), P.L. 109- 282, as amended by Section 6202(a), P.L. 110~252-1. The Contractor, as. a subrecipient of federal . monies, must prepare and submit reports that are in Addendum One of this Contract to the Department. The reports provide the following information: 1. name of the entity receiving the award; 2. the pertinent NAICS code for the Contractor's business activity; 3. the Date Universal Numbering System (DUNS) identifier assigned to the Contractor or other unique identifier of the entity receiving the award; 4. the DUNS identifier or other unique identifier assigned to the parent entity of the recipient, should the recipient be owned byanother entity. 5. award title; 6. descriptive purpose of the funding action; 20 .l .. . 7. the amount .of the award; - 8. the transaction type; 9. the funding agency; - 10..the Catalog OfFederal Domestic Assistance number for grant derived program funding 11.the program source; 12..the location of the entity receiving the award, including four data elements for the city, State, Congressional district, and country; and 13.the location of the primary place of performance under the award, including four data elements for the city, State, Congressional district, and country. B. The Contractor is further required by the Transparency Act to report to the Department the compensation, as speci?ed in this subsection, of the Contractor?s top 5 officers/executives as described in this section, if all of the following conditions apply: 1. the Contractor is an entity as defined in this section; 2. the Contractor?s reported gross income in the previous tax? year totaled $300,000 or more; .- 3. the consideration for this Contract totals $25,000 or more at the time of signing or at any time during the term of this Contract, inclusive of extensions, that this Contract is amended to increase the consideration and the resulting total contract consideration is $25,000 or more; the Contractor?s annual gross revenues total more than $25,000,000; and more than 80% of the ContractOr?s annual gross. reVenues are from federal awards as defined in this section. C. The Contractor, though meeting the criteria 18 B, is not required to report the compensation of the Contractor's top 5 officerslexecutives if the'compensation information is designated by the federal- government as classified information that is not subject to public release. . The compensation report required by 21 to be submitted is to present the individual names and - total compensation, as' defined in this section, of the five most highly compensated offiCers/executives of the Contractor for the mostrecent full calendar year. The report must'be submitted annually during the term of this Contract on the anniversary of the initial date of submittal. The compensation reportrequired to be submitted by this subsection is to be titled ?Officers/Executive Compensation Report" and is to be directed to Business And Financial Services Division of the Department through the following means. - - Attn: BFSD - FFATA Reporting -P.O. Box 4210 . Helena, MT 59604-4210 1.. The Contractor, in lieu of compiling this report for the Department may submit. as may be currently available from the Contractor, the most current public repon of compensation informationas reported to the Security And Exchange Commission (SEC) under sections 13(a) or 15(d) of the Securities Exchange 21 .. . Act of 1934 through the Contractor?s annual proxy statement or as reported to the internal Revenue Service under section 6104 of the Internal Revenue Code of 1986 through Section Vii of the Contractor?s Form 990. . The most highly compensated officers/executives reporting is limited to persons who are engaged in governance and management and is not inclusiVe of highly compensated professionals such as . physicians who do not participate substantively in governance or management. . The compensation report submitted to the Department by the Contractor must inClude the Contractor?s Data Universal Numbering System (DUNS) number issued through Dun and - Bradstreet. . The compensation report submitted to the Department by the Contractor is due by the end of the month that follows the month in which the total of the monies obligated through thisContract is at $25,000 or more whether it occurs at the time of signing or at some later date due to a contractual amendment. Even if the total consideration for the Contract should be amended later to be less than $25,000, the Contractor is required to continue to provide the compensation report. . ?Entity? for the purposes of compliance with this section is inclusive of a corporation, an association, a partnership, a limited liability company, a limited liability partnership, a sole proprietorship, a nonprofit corporation, any other legal business entity, a tribe or tribal entity, an institution of higher education and a state or local government. It does not include a natural person if the contract is entered into with the natural person and performance is not related to any business or nonprofit organization that the person may own, control or operate . ?Federal award? for the purposes of compliance with this section is inclusive of monies received by the Department through federal grants and contracts and is inclusive of the expenditures of'federal monies under cooperative agreements. It is inclusive of all forms of medicaid payment. it does not include payments and reimbursements made to vendors of supplies, equipment, maintenance and other routine services. - . "Total compensation" for the purposes of compliance with this sectionis inclusive of the cash and 'noncash dollar value earned by the official/executive during the contractor's past fiscal year and includes the following (for more information see 17 CFR 1. Salary and bonus; 2. Awards of stock, stock options, and stock appreciation rights. Use the dollar - amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments; 3. Earnings for services under non-equity incentive plans. Does not include . group life, health, hospitalization or'medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees; 4. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans 5. Above-market earnings on deferred compensation which is not tax-qualified; and - 2.2 6. Other compensation. For example, severance, termination PaymentS, value 0f life insurance paid on behalf of the employee, perquisites or property if the I I value for. the executive exceeds $10,000.\ K. False Claims Act Education And Reporting The Contractor and its employees, agents and subcontractors must report, relative to the federal source of the funding for this Contract, either to the Office Of Inspector General for the federal Department Of Health Human Services, the federal Department Of Education or the federal Department Of Agriculture any credible evidence. that a principal, employee, agent, Contractor, subgrantee, subcontractor, or other person has submitted a false claim under the federal False Claims Act or has committed a criminal or civil violation of legal authorities pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. 2. Any Contractor and its subcontractors furnishing items or services funded with Medicaid monies at more than a single location or under more than one contractual or other payment arrangement and receiving aggregate payments of Medicaid monies totaling $5,000,000, or more annually must comply with the requirements of 42 U.S.C. 1396a of the Social Security Act. It is the - - responsibility of the Contractor to establish written policies to be presented in - handbooks and othenivise for all employees that include detailed educational information about the federal False Claims Act and the other provisions specified in section 42 U.S.C. 1396a (A). .l I. . L. Text Messaging While Driving . 1. A Contractor and its subcontractors are requested to adopt and enforce policies, in accordance with Presidential Executive Order 13513, October 1, 2009, that - ban text messaging by owners, officers, employees, agents and subcontractors While driving in contractor or employee owned or leased vehicles for purposes of the Work contracted for through this Contract. .r . 2. Contractors and subcontractors receiving funding through this Contract originating with the Centers For Disease Control And Prevention (CDC) of the . federal Department Of Health And Human Services are prohibited from texting while driving a government owned vehicle or when using government furnished electronic equipment while driving a vehicle. 3. Texting includes reading from or entering data into any handheld or other electronic device, including SMS texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. Driving includes operating a motor vehicle onan active roadway with motor running,? including while temporarily stationary due to traffic, a traffic light, stop .Ii.i . SECTION 21. sign or otherwise. It does not include operating a motor vehicle with or withOLIt the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary. 5. The Contractor and its subcontractors are responsible for ensuring that OWl?lel'S, officers, employees, agents and subcontractors are aware of the Contractor's ad0pted policies and adhere to the requirements and prohibitions - of those policies. CONFIDENTIALITY OF PERSONAL INFORMATION AND COMPLIANCE WITH THE FEDERAL HIPAA AND HITECH PRIVACY AND SECURITY REQUIREMENTS A. The following definitions apply for the purpose of this section. ?Personal information? means information appearing in any form, whether written, electronic or otherwise,-conceming a person who is: a. a consumer or recipient of serviCes delivered by a departmental program; b, otherwise the subject of a departmental activity; or c. . a departmental employee. . 2. ?COnfidential personal information" means personal information which federal or state legal authorities or regulations protect fromgeneral public access and release. ?Confidential personal information? includes but is not limited to the name, social security number, driver's license number, street and postal addresses, phone number, email address, medical data, - protected health information as defined for purposes of the federal Health Insurance Portability and Accountability Act and Health Information for Economic and Clinical Health Act (HITECH), programmatic individual eligibility information, programmatic individual caSe information, programmatic payment and benefit information and information obtained from the IRS or other third parties that is protected as confidential. B. Confidential Personal Information Held by the Contractor During the term of this Contract, the Contractor, its employees, subcontractors and agents must treat and protect as confidential all material and information the Department provides to the Contractor or which the Contractor acquires on behalf of the Department in the performance of its contractual duties and responsibilities which contain personal information or confidential personal information and must use or disseminate such materials and information only in. accOrdance with the terms of this Contract and any governing legal and policy authorities. 0. Security of Confidential Personal information. In its use and possession of confidential personal information, the Contractor must conform with security standards and procedures meeting or exceeding current best business practices. Upon the Department?s request, the Contractor will allow the Department to review and approve any specific security standards and procedures of the Contractor. . 24 .l I . .. D. Notice by Contractor of Unauthorized Disclosures or Uses of Confidential Personal Information. Immediately.upondiscoveringany unauthorized disclosureor use of confidential personal information by the Contractor, its employees, subcontractors, agents, the Contractor must confidentially report the disclosure or use to the Department in detail, and must undertake immediate measures to retrieve all such confidential personal information and to prevent further unauthorized disclosure or use of confidential personal information. E. Notice by Contractor of Investigations, Complaints, Litigation Concerning the Use and Protection of Confidential Personal Information. 1. The Contractor must provide the Department with written notice within five work days of the Contractor receiving notice of any of the following: a. any complaint lodged with, investigation initiated by, or any determination made by any federal entity [including the federal Department of Health and Human Services? Office of Civil Rights (OCR) and the federal Department of Justice] related to any purported non?compliance by the Contractor with the federal HIPAA and HITECH Acts and their implementing regulations; or b. any administrative action or litigation initiated against the Contractor based on any - legal authority related to the protection of con?dential information. I With its notice, the Contractor must provide the Department with copies of any relevant pleadings, papers, administrative or legal complaints and determinations. F. Contractor Compliance with the Federal HIPAA and HITECH Acts and the Implementing Regulations Governing the Use and Possession of Personal Healthcare Information. If the Contractor uses or possesses individually identifiable personal healthcare information for purposes related to the performance of an services provided under this Contract, the Contractor must comply with the privacy and security requirements of the federal HIPAA of 1996 and HITECH Acts enacted as part of the American Recovery and Reinvestment Act of 2009, and the regulations implementing those requirements as they apply to the Contractor. If the Contractdr is a Business Associate as defined at 45 CFTR 160.103, it must comply with the privacy and security requirements for functioning as a Business Associate of the Department or as a "Covered Entity? under federal HIPAA and HITECH. In addition to executing this Contract, the Contractor must execute the Business Associate Agreement attached to this Contract. The Contractor must sign the Department?sCertification Form attached to this Contract as Attachment A, certifying that the Contractor is in full compliance with applicable HIPAA and HITECH requirements as a Covered Entity or a Business Associate, as those terms are defined at 45 CFR 160.103. 25 .. .AIJ .. . .2 SECTION 22. A. SECTION 23: A. PUBLIC INFORMATION AND DISCLAIMERS The Contractor may not access or use personal, confidential, or privileged information obtained through the Department, its agents and contractors, unless the Contractor does- so:- - -- - - in conformity with governing legal authorities and policies; 2. with the permission of the persons or entities from whom the information is to be obtained; and - 3. with the review and approval by the Department prior to use, publication or release. Privileged information includes information and data the Department, its agents and contractors produce, compile or receive for state and local contractual efforts, including those local and State programs with which the Department contracts to engage in activities related to the purposes of this Contract. I The Contractor may not use monies under this Contract to pay for media, publicity or advertising that in any way associates the services or performance of the Contractor or. the Department under this Contract with any specific political agenda, political party, a candidate for public office, or any matter to be voted upon by the public. Media includes but is not limited to commercial and noncommercial print, verbal and electromc media. The Contractor must inform any people to whom it provides consultation. or training services under this Contract that any opinions expressed do not necessarily represent the position of the Department. All public notices, information pamphlets, press releases, research reports, posters, public service announcements, web sites and similar modes of presenting public information pertaining to the services and activities funded with this Contract prepared and released by the - - Contractor must include the statement: ?This project is funded in whOIe or in part under a Contract with the Montana Department of Public Health and Human Services. The statements herein do notnecessarily reflect the Opinion of the Department." TheContractor must state the percentage and the monetary amount of the total program or project costs of this Contract funded with federal monies and non-federal monies in all statements, press releases, and other documents or media pieces madeavailable to the public describing the services provided through this Contract. - BUSINESS ASSOCIATE OBLIGATIONS Business Associate Status The Department is subject to and must comply with provisions of theHlPAA privacy regulations. The Department has determined that in its entirety it is a covered entity as defined in those regulations. Under the HIPAA privacy regulations, the Contractor, as an entity that performs or assists in the performance of an administrative or data function for the Department involving the use or disclosure of protected health information (PHI) for the Department, is acting as a business associate of a covered entity. - - 26 - Definitions That Apply To This Section The following definitions apply to this Section: -- - I. ii. vi. vii. ?Business Associate? means the Contractor. Covered Entity. ?Covered Entity? means the Department. Individual/person. "Individual" and ?person? has the same meaning as the term ?individual? - in 45 CFR ?164.501 and inciudes a person who qualifies as a personal representative in accordance with 45 CFR Minimum Necessary. ?Minimum Necessary? means when using or disclosing protected health information or when requesting protected health information reasonable efforts must be made to limit the protected health information used or disclosed to the information needed to accomplish the intended purpose of the use, disclosure, or request. To the, extent practicable minimum necessary means the protected health information used or . disclosed will be in limited date set format as that term is defined at 45 CFR The definition of the term minimum necessary in this Contract is controlled by guidance issued by the Secretary of the federal Department of Health and Human Services. Privacy Regulation. ?Privacy Regulation? or ?Privacy Rule? means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. Protected Health Information. ?Protected Health Information? has the same meaning as the term "protected health information? in 45 CFR ?164.501, and includes Electronic Protected Health Information as that term is used in 45 CFR Part 164, Subpart C, limited to the information created or received by Business Associate from or on behalf of Covered Entity. Required By Law. ?Required By Law? has the same meaning as the term ?required by law? in 45 CFR ?164.501. Secretary. ?Secretary? means the Secretary of the Department of Health and Human Services or his designee. - Security Rule. ?Security Regulation? or ?Security Rule? means the Security Standards for the Protection_of Electronic Protected Health Information (E-PHI). Other terms used but not otherwise defined in this Section have the same meaning as those "terms in the Health Insurance Portability and Accountability Act of 1996 as codified at 42 USC ?1320d?d8, and its implementing regulations at 45 CFR Parts 160, 162 and 164 (the Regulations?); and the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its attendant regulations and guidance (the Act?). C. Status'As A Blisiness Associate The Contractor agrees it is a Business Associate (as that'term is defined at 45 CFR ?160.103) of the Department and agrees to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 as codified at 42 USC ?1320d?d8, and its implementing regulations at 45 CFR Parts 160, 162 and 164 (the Regulations"); and the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its attendant regulations and guidance (the Act"). The Contractor must not use or disclose PHI, including E-PHI other than as permitted or required by this Section or as required by legal authorities. 27 ,l .. . I .I. l__l r. .. . . run-?Obligations Of Contractor As A Business Associate The Contractor, as a business associate of the Department, must: implement appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity. and availability of Protected Health information as such safeguards are set forth in the Security Regulation and to prevent use or disclose of the Protected Health Information other than as provided for by this Section; mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of Protected Health Information by the Contractor in violation of the requirements of this Section; report to the Department any use or disclosure of the Protected Health Information not provided'for by this Contract of which it becomes aware, including that the Contractor shall report to Covered Entity any security incident of which it becomes aware, and at vi. vii. the request of Covered Entity shall identify: ?the date of the security incident, the scope of the security incident, the Contractor's response to the Security incident, and the identification of the party responsible for causing the security incident, if known; ensure that any agent of the Contractor ineluding a subcontractor, to whom the Contractor provides Protected Health Information that the Contractor received from, or created or received by the Contractor on behalf of the Department agrees to the same restrictions and conditions that apply through this Section to the Contractor with respect to such information; provide at the request of and subject to the time andmanner directions of the Department access for the Department or, as directed by the Department, for a person, for the purposes of this Contract to Protected. Health Information in a Designated Record Set in order to meet the requirements under 45 CFR ?164.524 and Section_13405(e) of the HITECH Act; make any amendment(s) to Protected Health Information in a Designated Record Set that the Department directs or agrees to pursuant to 45 CFR ?164.526at the request of the Department or a person, and in the time and manner prescribed by the Department; make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by the Contractor on behalf of, the Department available to the Department, or to the Secretary of the Federal Department of Health and Human Services, in a time and mannerprescribed by the Department or designated by the Secretary, for purposes of the Secretary. determining the Department?s compliance with the Privacy Regulation, the Security Regulation and the HITECH Act; document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Department to respond to a request by a person for an accounting of disclosures of Protected Health Information in accordance with 45 CFR ?164.528 and Section 13405(e) of the HITECH Act; 28 i .. i Ll lf-ll. xi. provide to the Department or a person, in time and manner prescribed by the Department, information collected in accordance with subsection to permit the Department to to a request by a person for an accounting of disclosures of Protected Health information in accordance with. 4.5.CFR ?164.528. The Contractormust document such disclosures of PHI and collect information related to such disclosures as would be required for the Department to respond to a request by a person for an accounting of disclosures of Pi?ii in accordance with 45 CFR ?164.5'28 and Section i3405(c) of the i?iiTECi?i Act. Notwithstanding 45 CFR the Contractor must document disclosures of PHI made through an electronic health record to carry out treatment, payment or health care operations as provided by 45 CFR ?164.506 in the three years prior to the date on which the accounting is requested, and to collect information related to such disclosures as required by the secretary in regulation pursuant to Section 13405(c)(2) or the Act; provide to Department or a person, within twenty days of the Department's request, information collected in accordance with this paragraph, to permit the Department to respond to a request by a person for an accounting of disclosures of PHI in accordance with 45 CFR {$164528 and the Act; implement a response program, in compliance with Section 13402 of the Act and the regulations implementing such provisions, currently Subpart of Part 164 of Title 45 of the Code of Federal Regulations, or such regulations as may be in effect from time to time, that specifies the actions to be taken when the Contractor detects or becomes aware of unauthorized access to information systems. The response program must include the following features. a. The Contractor must netify the Department, by facsimile or telephone, of any breach or sUspected breach of its security related to areas, loCations, or computer system which contain unsecured PHI, including, without limitatiOn, any instance of theft, unauthorized access by fraud, deception, or other malfeasance or inadvertent access (an "incident") in accordance to '45 CFR ?164.410 as as possible, upon . having reason to suspect that an Incident may have occurred or determining the scope of any such incident, but in no event later than two (2) calendar days upon - having reason to suspect that an incident may have occurred; b. In the event of any such incident, the Contractor must provide to the Department, in writing, such details Concerning the incident as the Department may request, and shall cooperate with the Department, its regulators and law enforcement to assist in regaining possession of such unsecured PHI and prevent its further unauthorized use, and taken any unnecessary remedial actions as may be required by the Contractor to preVent other or further incidents; c. If the Department determines that it may need to notify any person(s) as a result of such incident that is attributable to the Contractor's breach of its obligations under this Section, the Contractor must bear all reasonable direct and indirect costs associated with such determination including, without limitation, the costs associated with providing notification to the affected person, providing fraud monitoring or other services to affected persons and any forensic analysis required to determine the scope of the incident; d. The Contractor must update the notice provided to the Department under this Section of such incident to include, to the extent possible and as soon as possible working in 29 . . . - . .. .. . . cooperation with the Department, the identification of each person whose unsecured .. PHI has been, or is reasonably believed by the Contractor to have been accessed, acquired, used or disclosed during the incident and any of the following information the Department is required to include in its notice-to the person pursuant to 45 CFR . 1. A brief description of what happened, including the date of the Incident and - the date .the discovery of the incident, if known; 6. A description of the types of unsecured PHI that were involved in the Incident Social Security Number, full name, date of birth, address, diagnosis); 7. Any steps the person should take to protect themselves from potential harm resulting from the Incident; 8. .A brief description of what is being done to investigate the Incident, mitigate . the harm and protect against future incidents; 9. Contact procedures for persons to ask questions or learn additional information which shall include a toll-free number, an e-mail address, Web site, or postal address; 10. Such additional information must be submitted to the Department immediately at the time the information becomes available to the Contractor; xii. limit its use and disclosure of PHI created or received by the Contractor from or on behalf of the Department to uses or disclosures as are permitted to the Contractor under the applicable-requirements 0f 45 CFR ?164.504(e) and the HITECH Act. The Contractor must also comply with the additional requirements of Subtitle of the HITECH Act that relate to privacy and that apply to covered entities also will apply to the Contractor and are incorporated into this Section by reference; and comply with 'a person's request under 45 CFR that the Contractor restrict the disclosure of the person?sPHl. E. Permitted Uses, Disiclosures And Limitations Except as otherwise limited in this Section, the Contractor may use or disclose Protected Health Information on behalf of, or to provide services to, the Department for the following purposes, if such use or disclosure of Protected Health Information would not violate the Health Insurance Portability and Accountability Act of 1996 as codified at 42 USC its implementing regulations at 45 CFR Parts 160, 162 and 164 (the Regulations"); and the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its attendant regulations and guidance (the Act") if done by the Department or the minimum necessary policies and procedures of the Department: F. Use and Disclosure For Contractor?s Purposes - r. The Contractor may use and disclose PHI that is created or received by Contractor from or . on behalf of the" Department only if such use or disclosure, respectively, complies with each applicable requirement of'45 CFR ?164.504(e) and the HITECH Act. The additional requirements of Subtitle of the HITECH Act that relate to privacy and that apply to covered entities also will apply to the Contractor and are incorporated into this Section by reference. - - - 3O lil.L. nihlLr . Ill. The Contractor may use Protected Health Information for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor prOvided that the disclosmes are: a. required by.legaljauthorities;_ .. .. . . b. expressly authorized in this Section by the Department; c. the Contractor obtains reasonable assurances from the person to whom the information is disciosed that it remain confidentiai and used or further disciosed oniy as required by legal authorities or for the purpose for which it was disclosed to the person; and d. the person notifies the Contractor of any instances of which it is aware in which the . . confidentiality of the information has been breached. The Contractor may only use Protected Health Information to provide Data Aggregation services to the Department as permitted by 42 CFR and expressly authorized in this Section by the Department. To the extent othenrvise permitted by this Section, 21 communication'that is described in the definition of Marketing'in 45 CFR (ii) or for which the Department receives or has received Direct or indirect Payment (excluding payment for Treatment) in exchange for making such communication, shall not be Considered a Health Care Operation unless: . 1. Such communication describes only a drug or biologic that is Currently prescribed for the recipient of the communication and any payment received in exchange for making such a communication is reasonable in amount; or . 2. The communication is made by the Contractor on behalf of the Department and the communication is otherwise consistent with this Section. No communication may be made by the Contractor without prior written authorizatibn by the Department. G. Obligations Of The Department The Department must notify the Contractor of any limitation(s) in its notice of privacy practices of the Department in accordance with 45 CFR ?164.520, to the extent that such limitation may affect the Contractor's use or disclosure of Protected Health information. A copy of the Department's Notice of privacy practice is attached to this contract and incorporated herein. The Department must notify the Contractor of any changes in, or revocation of, permission by a person to use or disclose Protected Health Information, to the extent that such changes . . may affect the Contractor?s use or disclosure of Protected Health information. The Department must notify the Contractor of any restriction to the use or disclosure of Protected Health information that the Department has agreed to in accordance with 45 CFR ?164.5_22, to the extent that such restriction may affect the Contractor's use or disclosure of Protected Health information. The Department, except as may be eXpressly agreed to by the parties and stated in this . Section, may not request the Contractor to use or disclose Protected Health information in any manner that would not be permissible under the Privacy Regulation of done by the Department. - 31 H. Tenn and Termination Term. The Term of this Section shall be effective as of the effective date of the Contract, and shallterminate when all of the Protected-Health Information provided by the . Department to the Contractor, or created or received by the Contractor on behalf of the Department, is destroyed or returned to the Department, or, if it is infeasible to return or destroy Protected Health information, protections are extended to such information, in accordance withthe termination provisions in this Subsection. Termination for Cause. Upon the Department's knowledge of a material breach by the Contractor, the Department, at its sole discretion, must: 1. provide an opportunity for the Contractorto: a. cure the breach; or b. end the violation and terminate this Contract if the Contractor does not cure the breach; or 0. end the violation within the time specified by the Department; or d. immediately terminate this Contract if the Contractor has breached a material term of this Section and cure is not possible; or e. if neither termination nor cure are feasible, the Department must report the violation to the Secretary. Upon the Contractor's knowledge of a material breach by Department, the Contractor must either: - 1. notify the Department of such breach in reasonable detail, and provide an opportunity for the Department to cure the breach or violation; or if cure is not possible, the Contractor may immediately terminate this Section; or 2. if neither termination nor cure is feasible, the Contractor shall report the . violation to the Secretary. The Department may unilaterally terminate this Section of the Contract with the Contractor upon thirty (30) days written notice in the event the Contractor does not enter into negotiations to amend this Section when requested by the Department pursuant to the "terms of this Section, or (ii) the Contractor does'not enter into an amendment to this Section providing assurances regarding the safeguarding of PHI that department, in its sble discretion, deems sufficient to satisfy the standards and requirements of HIPAA, the HIPAA Regulations and/or the Act. . I. Effect of Termination. Except as provided in this subsection, upon termination of this Contract, for any reason, the. Contractor shall at the Department's sole discretion return or destroy all Protected Health information received from the Department, or created or received by Contractor on behalf of the Department. This Section shall apply to Protected Health Information that is in the possession of subcontractors or agents of the Contractor. The Contractor shall retain no copies of the Protected Health information. - 32 . . In the event that the Contractor determines that returning or destroying the Protected Health __information is infeasible, the Contractor must provide to the Department notification of the conditions that make return or destruction infeasible. Upon written agreement by the Department that return or-destruction- of-Protected Health Information is infeasible, the Contractor must extend the protections of this Section to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as the Contractor maintains such Protected Health information. J. Miscellaneous SECTION 24: Regulatory References. A reference in this Section to a section in the Privacy Regulation or Security Regulation means the section as in effect or as amended. Amendment. The Parties agree to take such action as is necessary to amend this Section from time to, time as is necessary for the Department to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 as codified at 42 USC ?1320d-d8, and its implementing regulations at 45 CFR Parts 160, 162 and 164 (the - Regulations"); and the Health information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its attendant regulations and guidance (the Act"). Survival. The respective rights and obligations of the Contractorunder this Section shall survive the termination of this Section. Interpretation. Any ambiguity in this Section shall be resolved to permit the Department to comply with the Health Insurance Portability and Accountability Act of 1996 as codified at 42 USC ?1320d~d8, and its implementing regulations at 45 CFR Parts 160, 162 and 164 (the Regulations"); and the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of - 2009, and its attendant regulations and guidance (the Act"). CONTRACTUAL DISPUTE RESOLUTION PROCESS FOR HUMAN SERVICES CONTRACTS - A. This Contract dispute resolution process implements the state legal authorities requirement in 2-15~ 2230, MCA that Contracts entered into for the provision ofhuman services contain a dispute resolution process clause providing recourse to a provider for disagreement about the terms of this Contract. - B. This?vdispute resolution process is not applicable to the contest of any matters arising as an obligation upon the Department or the Contractor of legal authority inclusive of federal or state law, regulation or rule that supersedes or governsover the contractual term that is at issue. C. The Contractor, except as otherwise provided in this Section or bylegal authorities, may appeal any issue concerning performance or consideration under theierms of thisContract by following these procedures. 33 'i . . i. The dispute resolution process is initiated by the Contractor submitting the dispute in writing to the Contract liaison for the Department. The Department?sContract liaison will provide a written response to the Contractor within 10 working days. ii.- .lf-the-Department's Contract liaison fails to issue a written response within 10 working days,- or the Contractor disagrees with the a written response, the Contractor may request a dispute resolution review within 10 Working days of either receiving the written response or 10 working days from the date it wasdue, whichever comes first. A dispute resolution review will be conducted within 15 working days of receiving the request for the review. An extension of 15 additional work days may be granted at the request of either the Department?s Contract liaison or the Contractor. iv. A dispute resolution review will be conducted by the Division Administrator or designee. Consideration will be given to substantiating documents and information which the Contractor and Departments Contract liaison wish the department to consider. The Division Administrator or designee may have the Contractor and Contract liaison present further information personally by any appropriate means. - v. A written decision from the review will be issued within 30 days of the hearing. D. A dispute appealed through this dispute resolution process is also subject, as provided for by 18-1? 402, MCA, to the statutory requirements for and limitations upon appeals in contractual relationships with the State. SECTION 25. COMPLIANCE WITH APPLICABLE LAWS, RULES AND POLICIES The Contractor must comply with all applicable federal and state laws, executive orders, regulations and - written policies, including those pertaining to licensing. SECTION 26. CONTRACTOR COOPERATION AND DEPARTMENTAL GUIDANCE A. I Cooperation with the Department and Other Governmental Entities I . The Contractor must ensure that Contractor?s personnel cooperate with the Department or'other state 'or - federal administrative agency personnel at no costto the Department for purposes relating to the delivery and administration of the contracted for services including but not limited to the following purposes: 1. The investigation and prosecution of fraud, abuse, and waste; 2. Audit, inspection, or other investigative purposes; and 3. Testimony in judicial or quasi-jt?rdicial proceedings or other delivery of information to HHSC or other agencies investigators or legal staff. B. Departmental Guidance The Contractor may request guidance from the Department in administrative and programmatic matters that are necessary to the Contractor?s performance. The Department may provide such guidance as it deems appropriate. Guidance may include copies of regulations, statutes, standards and policies that are to be compiled with under this Contract. The Department may supply interpretations of such materials . and this Contract to assist the Contractor with compliance. A request for guidance does not relieve the Contractor of any obligation to meet the requirements of this Contract. The Department will not provide 34 legal services to the Contractor in any matters relating to the Contractor?s performance. under this- Contract. SECTION 27. ACCESSTO. PREMISES The Contractor must provide the State of Montana and any other legally authorized governmental entity, or their authorized representatives, the right to enter at all reasonable times the Contractor?s premises or other places where contractual performance occurs to inspect, monitor or otherwise evaluate contractual performance. The Contractor must provide reasonable facilities and assistance for the safety and convenience of the persons performing these duties. All inspection, monitoring and evaluation must be performed in such a manner as not to unduly interfere with contractual performance. SECTION 28. REGISTRATION OF OUT OF STATE ENTITIES A. If the Contractor is incorporated in a state other than Montana or in a foreign country and is conducting business in Montana, it may be required by 35-1-1026 and 35-8-1001, MCA to register with the Montana Secretary Of State Office. Further information concerning these requirements may be obtained through the Montana Secretary of State?s Office at http://sosmtgov/ or by calling 406.444.3665. B. A business entity required to register in the State of Montana must show proof of a current certificate of authority to conduct business prior to entry into or continued performance under this Contract. - SECTION 29. LIAISON AND SERVICE OF NOTICES A. Susanne Zanto, telephone: 406-444?2839, FAX: 406?444-5527, szanto@mt.gov is the liaison for the Department. Tammy Hall, telephone: 214-243-9562, FAX: 866-542-2717, is the liaison for the Contractor. These-persons serve as the primary contacts between the parties regarding the performance of this contract. B. Written notices, reports and other information required to be exchanged between the parties must - be directed to the liaison at the parties? addresses set out in this contract. SECTION '30. PERFORMANCE ASSESSMENTS AND CORRECT-IVE ACTIONS A. The Department may assess the Contractor?s performance under this Contract to any extent and at any time. - - B. If the Department determines the Contractor or any employee, agent, or subcontractor of the Contractor, is failing to perform the duties and requirements under this Contract, the Department may provide written notice of such failure to the Contractor. Within ten (10) business days after receipt of the written notice, the Contractor shall investigate the matters set forth in the notice and submit a written response to the Department setting forth in detail any actions the Contractor agrees to undertake to remedy the failure. The time for responding may be extended by agreement of the parties. If in the opinion of the Department the actions the Contractor sets forth in its response are not sufficient to remedy the failure, the Department may propose written 35 amendment of the Contract setting forth corrective actions the Department deems necessary to - remedy the failure. If the parties cannot agree to such amendment, or if corrective actions agreed, to pursuant to amendmentiare not performed or completed, the Department may exercise any right it has under this Contract, including but not limited to termination of the Contract. Corrective actions may include but are not limited to: 1. Performance requirements; 2. Repayment requirements; 3. Accountability or review measures; and 4 . Training or supervision requirements. C. The Department may exercise any right it has under this Contract, including but not limited to termination, without first undertaking corrective action pursuant to subsections of this Section, or after having begun or undertaken corrective action under subsection B. SECTION 31: FORCE MAJEURE If the Contractor or State is delayed, hindered, or prevented from performing any act required under this Contract by reason of delay beyond the control of the as'serting party including, but not limited to, theft, fire, or public enemy, severe and unusual weather conditions, injLInction, riot, strikes, lockouts, insurrection, war, or court order, then performance of the act shall be excused for the period of the delay. ?Beyond the control? means an unanticipated grave natural disaster or other phenomenon or event of an exceptional, inevitable, and irresistible character, the effects of which could not have been prevented or avoided by the exercise of due care or foresight. In that event, the period for the performance of the act shall be extendedfor a period equivalent to the period of the delay. Matters of the Contractor?s finances shall not be considered a force majeure. SECTION 32.- CONTRACT TERMINATION A. Either party may terminate this Contract without cause and in lieu of any or all other remedial measures available through this Contract. A party terminating with or without cause must give written notice of termination to the Contract liaison forother party at least sixty (60) days prior to the effective date of termination unless the parties agree in writing to a different notice period. B. The Department may terminate this Contract in whole or in any aspect of performance under the Contract if: 1. federal orstate funding for this Contract becomes unavailable or reduced for any reason; 2. . the Contractor fails to perform in accordance with the terms of the Contract; or 3 the Contractor fails to perform in accordance with any-applicable governing legal authority. including but not limited to: the American Recovery and Reinvestment Act of 2009-; the Government Funding Transparency Act of 2008; the Federal FundingAccountability And Transparency Act of 2006; the federal and state acts prohibiting false claims; the federal and state legal authorities requiring and implementing debarment; roe-nee 36 f. the federal'and state antitrust and other anticompetitive legal authorities including the Sherman Act; g. the federal and state civil rights legal authorities; and h. state licensing legal authorities. 4. Except as may be otherwise required or necessitated by federal or state legal authorities including the Recovery and Reinvestment Act, the Department must give written notice of termination to the Court liaison for other party at least sixty (60) days prior to the effective date of termination of the Contract unless the parties agree in writing to a different notice penod. C. Notice of termination given to the Department by the Contractor may 'only be revoked with the consent of the Department. D. Upon expiration, termination or cancellation of this Contract, the Contractor must assist the Department, its agents, representatives and designees in closing out the Contract, and in providing for the orderly transfer of contract responsibilities and the. continued delivery of contract services by the Department or its designee, and shall allow the Department access of the Contractor?s facilities, recordsand materials to fulfill these requirements. SECTION 33. CHOICE OF LAW, REMEDIES AND VENUE A: This Contract is governed by the laws of the State of Montana. In accordance with Montana Code Annotated 18-1?401, the district courts of the State 'of Montana have exclusive original - jurisdiction to entertain claims or disputes arising'out of contracts entered into by the Department. B. For purposes of litigation concerning this Contract, venue must be in the First Judicial District in and for the County of-Lewis and Clark, State of Montana. C. If there is litigation concerning this Contract, the Contractor must pay its own costs and attorney fees. D. If there is a contractual dispute, the Contractor agrees to continue performance under this Contract unless the Department in writing explicitly waives performance. E. Any remedies provided by this'Court are not exclusive and are in addition to any other remedies provided bylaw. - SECTION 34. SCOPE, AMENDMENT AND INTERPRETATION OF CONTRACT A. This Contract consists of 39 numbered pages, Attachment A expressly referenced as the - Department of Public Health Human Services of The Contractor's Compliance with Certain State and Federal Requirements, Attachment expressly referenced as Scope of Services, Attachment expressly referenced as Pricing Schedule, Attachment expressly referenced as the IFB #13? 2635T Invitation for Bid, and Addendum One expressly references as Federal Funding Accountability And Transparency Act reporting document. This is the entire Contract between the parties. - 1 I ulul I . .IllJ . 1.. l. . No statements, promises, or inducements made by either party or their agents are valid or binding if not contained in this Contract and the materials expressly referenced in" this Contract as governing the contractual relationship. The headings. to the section of this Contract are convenience of reference and do not modify the terms and language of the sections to which they are headings. No contractual provisions from a prior Contract of the parties are valid or binding in this contractual relationship. Except as may be otherwise provided by its terms, this Contract may not be enlarged, modified or altered except by written amendment signed by the parties to this Contract. If there is a dispute as to the duties and responsibilities of the parties under this Contract, the. Contract along with any attachments prepared by the Department, including request for proposal, if any, govern over the Contractor?s proposal, if any. if a court of law determines any provision of this Contract is per se or as applied legally invalid, all other provisions of this Contract remain in effect and are valid and binding on the parties. Any provision of this Contract that is determined to conflict with any federal or state law or regulation, whether per se or as applied, is inoperative to the extent it conflicts with that authority and is to be considered modified to the extent necessary to conform with that authority. Waiver of any default, breach or failure to perform under this Contract may not be construed to be a waiver of any subsequent default, breach or failure of performance. In addition, waiver of a default, breach or failure to perform may not be-construed to be a modification of the terms of this Contract unless reduced to writing as an amendment to this Contract. 38 The parties through their authorized agents have-executed this contract on the dates set out below. MONTANA DEPARTMENT OF PUBLIC HEALTH AND HUMAN SERVICES By: Date 3 ne Smilie, Administrator [Public Health Safety Division Department of Public Health 8: Human Services SOLUTIONS, INC. A ll? DateTyped/Printed'Name . Title 7200 Alton Way Suite A-108 - Centennial CO 80112 Phone Number (719)659-4842 Federal ID. Number: 81-1285749 Approved as to Form: 5 Tia Snyder, Procuziement Officer Date) State Procurement Bureau 39 I'JIqu I. Attachment A DEPARTMENT OF PUBLIC HEALTH 8: HUMAN SERVICES OF THE COMPLIANCE WITH CERTAIN STATE AND FEDERAL REQUIREMENTS ASSURANCES: my HI Iishawlvl u? I with the Montana Department of Public Health Human Services, by its signature on this document certifies to the Department its compliance, as may be applicable to it, with the following requirements. The Contractor SQLUTQMS, it"? ,for the purpose of contracting The Contractor assures the Department: GENERAL COMPLIANCE REQUIREMENTS: A. That the Contractor does not engage in conflicts of interest in violation of any state or federal legal authorities, any price fixing or any other anticompetitive activities that violate the federal antitrust Sherman Act, 15 U.S.C. 7, Anti-Kickback Act, 41 U.S.C. 51 -58, and other federal legal authorities. And that the Contractor does not act in violation of 18-4-141, MCA or other legal authorities by colluding with other contractors for the purpose of gaining unfair advantages for it or other contractors or for the purpose of proViding the services at a noncompetitive price or otherwise in a noncompetitive manner. (reference Contract Section titled ?Antitrust Violations") B. That the Contractor does not act in violation of the federal False Claims Act at31 U.S.C. 3729?3733( the ?Lincoln Law?) or of the Montana False Claims Act, at Title 17, chapter,8, part 4, MCA. And that the Contractor and its employees, agents and subcontractors act to comply with requirements of the federal False Claims Act by reporting any credible evidence that a principal, employee, agent, contractor, subgrantee, subContractor, or other person has submitted a false claim to the federal government. (reference Contract Section titled ?Reporting Of False Claims, Fraud, And Other Criminal Matters?) C. That the Contractor is solely responsible for and must meet all labor, tax, and other legal authorities reqt?rirements pertaining to its employment and contracting activities, inclusive of insurance premiums, taxdeductions, unemployment and other tax withholding, overtime wages and other employment obligations that may be legally - required with respect to it. (reference Contract Section titled ?Compliance With Business, Tax, Labor, And Other Legal authorities") D. That the Contractor maintains necessary and appropriate workers compensation insurance coverage. (reference Contract Section titled ?Compliance With Business, Tax, Labor, And Other Legal authorities?) . E. That the Contractor is an independent contractor and possesses, unless-by law not subject to or exempted from the requirement, a current independent contractor certification issued by the Montana Department Of Labor And industry in accordance . - - . ., .dl__tl. I with 39-71?417 through 39-71-419, MCA. (reference Contract Section titled ?Compliance With Business, Tax, Labor, And Other Legal authorities") F. That the Contractor's subcontractors and agents are in conformance with the - requirements of Sections B, C, and of this Certification. G. That theContr'actor, any'employee of the Contractor, or any subcontractor in the performance of the duties and responsibilities of the proposed contract: 1) are not currentiy sospended, debarred, or otherwise prohibited in accordance with 2 CFR Part 180, OMB Guidelines To Agencies On Governmentwide Debarment and Suspension (nonprocurement) from entering into a federally funded contract or participating in the performance of a federally funded contract; and 2) are not currently removed or suspended in accordance with 18-4-241, MCA from entering into contracts with the State Of Montana. (reference Contract Section titled ?Federal Requirements") H. That the Con-tractor is in compliance with those provisions of the privacy, security, electronic transmission, coding and other requirements of the federal Health InsuranCe Portability And Accountability Act of 1996 (HIPAA) and the federal Health Information Technology For Economic And Clinical Health (HITECH), a part of the American Recovery And Reinvestment Act Of 2009, and the implementing federal regulations for both acts that are applicable to contractual performance if the Contractor is either a Covered Entity or a Business Associate as defined for purposes of those acts. (reference Contract Sections titled ?Confidentiality Of Personal Information And Compliance With The Federal HIPAA And HITECH Privacy And Security Requirements? and ?BusineSs Associate Obligations?) I. That, as required by legal authorities or contract, the Contractor maintains smoke and tobacco free public and work sites. And if the contract performance is related to the delivery of a human service, the Contractor does not perform any work involved in the production, processing, distribution, promotion, sale, or use of tobacco products or the promotion of tobacco companies; or 3) accept revenues from the tobacco industry or subsidiaries of the tobacco industry if the acceptance results in the appearance that tobacco use is desirable or acceptable or in the appearance that the contractor. endorses a tobacco product or the gifting tobacco related entity. (reference Contract Section titled "Tobacco-free Workplace And Other Restrictions?) COMPLIANCE REQUIREMENTS FOR FEDERALLY FUNDED CONTRACTS J. That the Contractor, in conformance with the Pro-Children Act of 1994 (20 U.S.C. ?6081 et seq), prohibits smoking at any site of federally funded activities that serve youth under the age of 18. This federal prohibition is not applicable to a site where the only federal funding for services is through Medicaid monies or the federally funded activity at the site is inpatient drug or alcohol treatment. K. That the Contractor does not expend federal monies in violation of federal legal authorities prohibiting expenditure of federal funds on lobbying the United States Congress or state legislative bodies or for any effort to persuade the public to support or oppose legislation. (referenCe Contract Section titled ?Federal Requirements") .. .. l. L. That the Contractor maintains in compliance with the Drug?Free Workplace Act of 1988, 41 U.S.C. 701, et seq., drug free environments at its work sites, providing required notices, undertaking affirmative reporting, and other requirements, as required by federal legal authorities. M. That the Contractor is not delinquent in the repayment of any debt owed to a federal entity. ?v u. I lung-m. . with federal legal authorities relating to use of human subjects, animal welfare, biosafety, misconduct in science and metric conversion. N. That the Contractor. if expending federal monies for research purposes, complies 0. That the Contractor, if receiving aggregate payments of medicaid monies totaling $5,000,000 or more annually, has established in compliance with 1902(a)(68) of the Social Security Act, 42 U.S.C. 1396a(a)(68), written policies with educational information about the federal False Claims Act at 31 U.S.C. 3729?-3733 (the "Lincoln Law") and presents that information to all employees. (reference Contract Section titled ?Reporting Of False Claims, Fraud, And Other Criminal Matters") P. That the Contractor is in compliance with the executive compensation reporting requirement of the Federal Funding Accountability And Transparency Act (FFATA or Transparency Act), P.L. 109?282, as amended by Section 6202(3), P.L. 110-252?1, either in that the Contractor does not meet the criteria necessitating the submittal of a report by an entity or in that, if the Contractor meets the criteria mandating reporting, the Contractor produces the information in a publicly available report to the Securities And Exchange Commission (SEC) or to the Internal Revenue Service and provides the report in a timely manner to the Department or produces a separate report with the information and submits that report to the in a timely manner 'to the Department. (reference Contract Section titled ?Federal Requirements") 0. That the Contractor, if a contractor for the delivery of medicaid funded services, is in compliance'with the requirements of 42 C.F.R. 455.104, 455.105, and 455.106 concerning disclosures of ownership and control, business transactions, and persons with criminal convictions. (reference Contract Section titled ?Federal Requirements"). R. That the Contractor, if providing federally funded health care services, is not as an entity currently federally debarred from receiving reimbursement for the provision of federally funded health care services and furthermore does not currently have any employees or agents who are federally debarred from the receiving reimbursement for the provision of federally funded health care services. (reference Contract Section titled ?Federal Requirements") MEDICAL LOGISTIC SOLUTIONS, INC. Signature Of Authorized Certifving Official By: I Date I as Typed/Printed Name Title Address email Phone'Number Federai ID. Number . ii ATTACHMENT B. Scope of Services - The Contractor will provide to the STATE OF MONTANA, Department of Public Health and Human Services, Laboratory Services Bureau (LSB), statewide, same day laboratory courier. services from designated locations in Montana. These services will be provided Monday through" Friday except for'the'following: New Year's Day, Memorial Day, independence Day, Labor'Day, Thanksgiving, and Christmas. All other State holidays will require courier pickup and. delivery. All samples/specimens will be delivered to the designated drop-off location which is Loading Dock 8126 located at 1400 Broadway, Helena,'MT on the Capitol Complex. Should unforeseen circumstances cause the courier service to be unable to provide expected services on the routine list closed roads due to a blizzard), the courier will notify the LSB no later than the morning of the next working day of the problems, and will discuss when specimens are likely to be delivered. Drivers must be trained by the Contractor in medical samples/specimens and infectious substandes handling (temperature and biohazard controls), including maintenance of the proper temperature of samples/specimens from the time of pick-up to the time of delivery to the designated drop-off location. Drivers must also be trained in standardsfor patient confidentiality. The Contractor must assure that Drivers maintain a clean, professional image and clearly bear company identification when providing courier services. In addition to the routine routes in Schedule 1, the courier may be asked to pick up specimens on a ?Will Call and Delivery" basis. Only supervisors of the Laboratory Services Bureau may authorize a _?Will Call Pick-up", and the LSB will be billed according to the "Will Call Pick-up? rate for that location. The rate may be Schedule 2 Additional Pickup locations, or if the location is not included in Schedule 2, may be priced at the Schedule 3 cost per mile fee one way. The courier may be requested to provide "Emergency Pick-up" and Delivery Services. Cost for transporting a specimen/sample from a location to the Montana Laboratory Services Bureau shall be reimbursed at a cost per mile fee one-way, contained in Schedule 3. Delivery must occur within two (2) hours of notification plus reasonable travel time. . Contractor agrees to transport empty Styrofoam coolers or other boxes of supplies from at no charge to the originating facility for reuse during established "Routine Routes". No separate delivery request is required. Contractor agrees to maintain documentation which verifies each driver stopped at each pick-up location included in the contracted "Routine Route"; the number of samples/specimens or boxes picked-up; temperature requirements (refrigerated, frozen, ambient); pick-up times, and samples/specimens release signature from a location representative (if pickups occur during staffed hours). Contractor agrees to provide documentation at the time of specimen delivery or as determined necessary by the State, and in a format approved by the State. .l In: 3 'l Iui..IIu.u.i. .. _.ll Pricing Schedules SCHEDULE 1 PRIMARY LOCATIONS ATTACHMENT Pick Helena Fee FACILITY ADDRESS CITY Up Delivery per Times Times . Dav Billings Clinic 2800 10'" Avenue North Billings 1'7 =00 3 15. $32.65 St. Vincent Healthcare. 1233 North 30'" Billings Chippewa'Cree Health Center Rocky Boy Box Elder 14,: 30 18 =30 $32.65 Bozeman Deaconess Hospital 915 Highland Bozeman Blackfeet Community Hospital 760 North Piegan Street Browning St. James Community Hospital 400 South Clark Butte 2 :00 3 15 $32. 65 lndian Health Service Hwy 212 Crow Agency 13:00 3 15 $32.65 Benefits Healthcare 1101 26'" Street South Great Falls 16:30 18 30 $32. 65 Cascade City County Health 115 4 Street South Great Falls 15 30 13 30 $32.65 Holy Rosary Healthcare 2600Wilson Miles City 14:15 3:15 $32.65 Northern Montana Hospital 2013'" Avenue West Havre Kalispell Regional Medical . . Center 310 Sunny View Lane Kalispell Indian Health Service 100 Cheyenne Avenue Lame Deer 13:30 3:15 $32 . 65 Community Medical Center 2827 Fort Missoula Road Missoula 15:00 17 =00 $32- 65 St. Patrick's Hospital 500 West Broadway Missoula TOTAL FEE PER DAY FOR ALL PRIMARY LOCATIONS (Total Bid Price-V $48935 Rate per stop assumes ALL stops are contracted together. Removal of any stop will require repricing of remaining stops. Lab Courier Services - Contract, Page 1 I .LJ .. PRICING SCHEDULE 2 STATE DESIRED ADDITIONAL PICK-UP LOCATIONS Pick Hetena Fee - FACILITY ADDRESS CITY UP. Delivery Per Times Times Stop Anaconda Community Hospital 401 Ave Anaconda 1330 331 5 $45.00 - Barrett Hospital and Healthcare 1260 South Atlantic Dillon 23:45 351 5 $45.00 Big Sandy Medical Center - Big Sandy 1 5:00 1 8200 $45.00 Bighorn Valley Medical Center 10 West Street, Suite Hardin 12:30 3:15 $45.00 Bridger Clinic 300 Willson, Ste 2001 Bozeman 20:00 3:15 $45-00 Central MT Medical Center 408 Wendell Avenue Lewlstovlin 1 4:30 3115 1010 Main Street Miles City 14.1 5 315 $4500 223%: Dept 1035 1St Avenue West Kalispell 1 0:45 1 8; 30 $45.00 Fort Belknap IHS Harlem 12:45 1 8:30 $45.00 Mam? Deaconess - 621 3rd Street South Glasgow 14:00 3: 1 5 $45.00 Great Fails Clinic 1400 29?" Street South Great Falls 16:00 18:30 $45.00 Glendive Medical Center 202 Prospect Glendive 13200 3:15 $45.00 Holy Rosary Healthcare 2600 Wilson Miles City 14:1 5 3:15 $45.00 Livingston Memorial Hospital 504 South 13th Livingston 15:30 3:15 $45.00 Madison Valley Hospital Ennis 12:30 3: 1 5 $45-00 Marcus Daly Hospital 1200 Westwood Drive Hamilton 13:30 17:00 $80.00 Montana State Prison 500 Conley Lake Road DeerLodge 16:00 17:00 $45.00 MSU Student Health Center and Gar?eld Bozeman 20:00 3: 1 5 $45.00 ggn?ecemlcal Dapendenw 2500 Continental Drive Butte 2.00 315 $4500 NE MT Health Services 315 Knapp Street Wolf Point 12:00 3:15 $45.00 North Valley Hospital 1600 Hospital Way White?sh 10200 18:30 $45.00 322;?? Med'ca' 802 2?d Street SE Cut Bank 1400 1330 $4500 Partnership Health Clinic .323 West Alder Missoula 15100 1 7:00 $45.00 Planned Parenthood Missoula 219 East Main Missoula 15200 . 17:00 $45.00 ih :laalnsned Parenthood Great 211 9 Street South Great Falls 16:00 1 830 $45.00 Ponders Medical Center 805 Sunset Boulevard Conrad 15:00 18:30 $45-00 Ravalli Co Family Planninq 205 Bedford, Ste Hamilton 13130 1 7:00 $80.00 Roosevelt Memorial Hospital 818 2nd Ave Culbertson 12:30 3:1 5 $120.00 Rosebud Healthcare 383 North 17'" Avenue 15:00 3:15 $45.00 Sheridan Memorial Hospital 440 West Laurel Plentywood 11 :30 3:15 $150_0( Sidney Health Center 216 14'" Avenue SW Sidney 12:00 3:15 $45.00 St. Johns Lutheran Hospital 350 Louisiana Avenue Libby 9:00 18330 St. Joseph Hospital 1117th Ave Poison 13:00 17:00 $100.00 St. Luke Hospital 107 Avenue SW Ronan 13:15 17:00 $90.00 Lab Courier Services Contract, Page 2 PRICING SCHEDULES. _'Emergency I I La .4 r?n?nl! Durham" '3an heliuep Services based Lian the cost. LU i Guru :4 Int --.. I listed below. Cost for transporting a specimen/sample from a location to the Montana Laboratory -- Services Bureau shall be charged as a per mile fee one way. Delivery must occur Within two (2) hours of notification plus reasonable travel time. Cost: $2.28 {per mile (one-way) Will Call Pick-ups .. Contractor agrees to provide additional "Will Call Pick-up" and Delivery Services for non- specified locations. Cost for transporting a specimen/sample from a location not listed in Price Schedule 2, to the Montana Laboratory Services Bureau .shall be charged as either aflat fee per location OR as a per mile fee one-way. Delivery must occur by the next working day after noti?cation. 1 0R I Cost $1.89 [per mile (one-way) . I Lab Courier Services Contract, Page 3 .. .. .. - .J IIFB Title: - EFB "umber 13-2635T Lab Courier Services-Department?of Public Health and Human Services Due Date and Time: May 31, 2013 Number of Pages: 51 2:00 Local Time Issue Date: May 2, 2013 rocurernt Tia Snyder State Procurement Bureau General Services Division Department of Administration Room 165, Mitchell Building 125 North Roberts Street P.0. Box 200135 Helena, MT 59620?0135 Phone: (406) 444-2575 Fax: (406)444-2529 TTY Users, Dial 711 Website: http:llvendor.mt.qovl Mark Face of EnvelopelPack COMPLETE THE INFORMATION BELOW AND Number: 13-26351- .RETURN THIS PAGE WITH YOUR BID AND Due Date: May 31I 2013 ANY REQUIRED DOCUMENTS TO THE . ADDRESS LISTED ABOVE UNDER AGENCY Special Instructions: m. . Payment Terms: Net 30 days Delivery Date: Bidder NamelAddress: Authorized Bidder Signatory: (Please print name and sign in ink) Bidder FAX Number: Bidder Phone Number: Bidder E-mail Address: template Revised 1} 1 1 . .. . .. . .- w- . Lil. -Ilti AMENDMENT NUMBER ONE CONTRACT NUMBER 14?074-41-001-0 A CONTRACT having been made and entered into between the Montana Department of Public Health and Human Services and Medical Logistic Solutions (Contractor) now appears to be in need of amending. and the CONTRACTOR HOW agree. it" good consideration, to hereby amend Section and 34 of the contract as toitows: . . SECTION 3: TERM OF CONTRACT A. unless tertninatedin accordance with the Contract. This Contract may be extended for feile three one-year extensions If the parties agree in writing to the extension prior to the end of the current term of this Contract. I3. and C. Remain the Same SECTION 34: SCOPE, AMENDMENT AND INTERPRETATION OF . A. This contract consists of 39 numbered pages, Amendment one. Attachment A . The term of? this Contract is, from the August 1. 2013 through June 30, 2944- 2015 expressly referenced as the Department of Public Health 8: Human Services of the Contractor?s Compliance with Certain State and Federal Requirements. Attachment as Scope of Service. Attachment expressly referenced as Pricing Schedule, Attachment expressly referenced as the IFB Invitation for Bid, and?Addendum One expressly referenced as Federal Funding accountability and Transparency Act reporting document. This is the entire Contract between the parties. I - B. through I. Remain the same All terms and conditions of the agreement not speci?cally amended herein remaln In full force and effect for the duration of the agreement. 1151' {I?ll it! In Ever. Irr- I tl'ii?l I'll" i" i . ..-II .I.II.F is?. Mum.? ml: Imlbelow: MONTANA DEPARTMENT OF PUBLIC HEALTH AND HUMAN SERVICES Date - ll Lindsey Krywe ehke, lnterlm Administrator Department of Public Health Human Services Public Health Safety Division . 1400 Broadway-8201 Helena MT 59620-2951 (406) 444-4141 MEDICAL LOGISTICS INC. I . Date I L, as sale; My. mey Typed/Printed Name Title 7200 S. Alton Way Suite A408 Centennial CO 80112 Phone Number: (719) 659-4842 - Federal ID. Number: 801285749- Approved as to formi . Tia Snyder. Cont Officer State Procurement Bureau glue/M D?te IN WITNESS THEREOF, the parties have executed this amendment on the dates set OUT I?i' r ?lil I ?Tr. . .. L. . . l. l .i I. .m I. II. AMENDMENT NUMBER TWO CONTRACT NUMBER 14?07?4-41-001-0 A CONTRACT having been made and entered into between the Montana Department of Public Health and Human Services and Medical Logistic Solutions (Contractor) now appears to beinneedof amending. agree. for good consideration, to hereby amend section 3, 5 and 34 of the contract as follows: SECTION 3: TERM OF CONTRACT A. The term of this Contract is from the August 1, 2013 through June 30, 2945?2016 unless terminated in accordance with the Contract. This Contract may be extended for three two one-year extensions if the parties agree in writing to the extension prior to the end of the current term of this Contract. . B. and C. Remain the Same SECTION 5. CONSIDERATION AND PAYMENTS The Department Will reimburse the Contractor in consideration of the goods and services the Contractor provides and renders under this Contract as follows. A. through B. Remain the Same I C. Billing Procedures and Requirements 1. The Department will pay reimburse the Contractor by invoice on a basis in consideration of the goods and services the Contractor provides and renders under this Contract pursuant to the following specified pricing schedule (in Attachment - Revised) 2. through 4. Remain the Same D. through G. Remain the Same SECTION 34: SCOPE, AMENDMENT AND INTERPRETATION OF CONTRACT A. This contract censists of 39 numbered pages, Amendment One, Amendment Two, Attachment A expressly referenced as the Department of Public Health Human Services of the Contractor's Compliance with Certain State and Federal Requirements, Attachment expressly referenced as Scope of Service, Attachment Revised expressly referenced as Pricing Schedule. Attachment expressly referenced as the IFB Invitation for Bid. and Addendum One expressly referenced as Federal Funding accountability and Transparency Act reporting document. This is the entire Contract between the parties. B.through l. Remain the Same on. .. Jul . All terms and conditions of the agreement not specifically amended herein remain in it!? force and effect for the duration of the agreement. IN WITNESS THEREOF, the parties have executed this amendment on the dates set out MONTANA HEALTH SERVICES Bu' Date Z?v'?f?g Todol Harwell, Administrator Department of Public Health'& Human Services Public Health 8: Safety Division 1400 Broadway E3201 Helena MT 59620?2951 (406) 444-4141 MEDICAL 71011 S), _Dme 7"lel?? Worm-e as PFQ-Sicgu? Typed/Printed Name Title A~2%v 3 1-57 7200 Alton Way Suite $1433 Centennial CO 80112 Phone Number: (719) 659-4842 Federal ID. Number; 01151-285749 Approved as to formTia Snyder, Contracts Officer Date State Procurement Bureau .. .. ..I . . . a ATTACHMENT - Revised Pricing Schedules PRICING SCHEDULE PRIMARY LOCATIONS Pick Helena Fee FACILITY ADDRESS CITY Up Delivery per' Times Times Dav Billings Clinic 2800 10'? Avenue North Billings 17 i 00 3 15 $32.65 St. Vincent Healthcare 1233 North 30'" Billings Chippewa Cree Health Center Rocky Boy Box Elder 14 30 18 30 $32.65 Bozeman Deaconess Hospital 915 Highland Bozeman 20 00 3 =15 5332- 65 Blackfeet Community Hospital 760 North Piegan Street Browning 13:00 18 i 30 $32- 55 St. James Community Hospital 400 South Clark Butte 2:00 3:15 $32.65 Indian Health Service. Hwy 212 Crow Agency l3 00 3 =15 $32.65 Benefits Healthcare 1101 26'" Street South Great Falls 16: 30 18 30 $32. 65 Cascade City County Health Dept/CH0 I 115 4 Street South GreatFalIs 16:30 18 30 $32. 65 Holy Rosary Healthcare 2600Wilson Miles City Northern Montana Hospital 20 13'" Avenue West Havre 14 00 18 30 $32.65 Kalis ell Re ional Medical . . . Cent; 9 - 310 Sunny View Lane Kallspell 10 45 18 30 $32 65 Indian Health Service 100 Cheyenne Avenue Lame Deer 13 3o 3 =-15 $32 . 65 Community Medical Center 2827 Fort Missoula Road Missoula 15: 00 17:00 $32. 65 St. Patrick's Hospital 500 West Broadway Missoula 15: 00 17 00 $32.65 TOTAL FEE PER DAY FOR ALL PRIMARY LOCATIONS (Total Bid Price)* $48375 Rate per stop assumes ALL stops are contracted together. Removal of any stop will reqdire repricing of remaining stops. As agreed upon a 2% inerease will be allowed on pricing Schedules 1, 2, and 3 for the contracting period of duty 2015 through June 30, 2613. Hi lill l' V'lguil n. . L. . .- . PRICING SCHEDULE 2 STATE DESIREDADDITIONAL PICK-UP LOCATIONS - Pick Helena Fee FACILITY ADDRESS CITY Up Delivery Per Times Times Stop Anaconda Community Hospital 401 Ave Anaconda 1:30 3: 1 5 $45.00 eetrett Hospital Healthoare 1230 South Atlantic 23:45- 3115 Big Sandy Medical Center - Big Sandy 15:00 18:00 $45.00 Bighorn Valley Medical Center 10 West Street, Suite Hardin 12:30 3:15 $45.00 Bridger Clinic 300 thlson, Ste 2001 Bozeman 20:00 3:15 $45.00 Central MT Medical Center 408 Wendell Avenue "Lewistown 14:30 3115 Health 1010 Main Street Miles City .1 4:1 5 3:1 5 $45.30 @2212 Dept 1035 1*"t Avenue West . Kalispell 10:45 18:30 $4500 Fort Belknap . Harlem 12:45 13:30 $45.00 Fra . HOSE: Mahon Deaconess 621 3rd street South Glasgow 14:00 3:15 $45.00 Great Falls Clinic 1400 29?? Street South Great Falls 18:00 18:30 $45130 Glendive Medical Center 202 Prospect Glendive 13300 3:15 $45.00 Holy Rosary Healthcare 2600 Wilson Miles City 14315 3: 1 5 $45.00 Livingston Memorial Hospital 504 South 13th Livingston 15:30 3: 1 5 $45.00 Madison Valley Hospital Ennis 12:30 321 5 5545-00 Marcus Daly Hospital 1200 Westwood Drive Hamilton 13:30 17:00 $80.00 Montana State Prison 500 Conley Lake Road DeerLodge 16:00 17:00 $45.00 MSU Student Health Center and Garfield Bozeman 20:00 3:15 $45.00 ?C?lnggem?ca' Dependency 2500 Continental Drive Butte 2.00 3.15 $45.00 NE MT Health Services 315 Knapp Street Wolf Point 12:00 3: 1 5 $45.00 North Valley Hospital 1600 Hospital Way White?sh 10100 . 18:30 $45.00 222;?? Med'ca' 302 2"d Street SE Cut Bank 14.00 1330 $45.00 Partnership Health Clinic 323 West Alder Mlssoula 1 5100 17:00 34500 Planned Parenthood Missoula 219 East Main Missoula 15100 17:00 3545-00 PI th Faaill; ed Parenthood Great 211 9 Street South Great Fans 16:00 1 8:30 $45.00 Pondera Medical Center 805 Sunset Boulevard Conrad 1 5:00 18:30 3545-00 Ravalli Co Family Planninq 205 Bedford, Ste Hamilton 1 3130 17:00 $80.00 Roosevelt Memorial Hospital 818 2nd Ave Culbertson 12:30 3:15 $120.00 Rosebud Healthcare 383 North 17'" Avenue 15:00 3:15 $45.00 Sheridan Memorial HOSpital 440 West Laurel Plantywood 11:30 3:15 Sidney Health Center 218 14'? Avenue SW Sidney 1 2:00 3:15 $45.00 St. Johns Lutheran Hospital 350 Louisiana Avenue Libby 9-00 18:30 $120,0c St. Joseph Hospital - 11.17th Ave Poison 1 3:00 17:00 $1 00.00 St. Luke Hospital 107 Avenue SW Ronan 13:15 17:00 $90.00 A . PRICING SCHEDULE Emergency Pick-ups Contractor agrees to provide "Emergency Pick?up" and Delivery Services based upon the cost listed below. Cost for transporting a specimen/sample from a location to the Montana Laboratory Services Bureau shall be charged as a per mile fee one way. Delivery must occur within two (2) hours of noti?cation plus reasonabletravel time. Cost: $2.28 [per mile (one?way) Will Call Pick?ups Contractor agrees to provide additional "Will! Call Pick-up? and Delivery Services for non-speci?ed locations. Cost for transporting a specimen/sample from a location not listed in Price Schedule 2, to the Montana Laboratory Services Bureau shall be charged as either a flat fee per location OR as a per mile fee one- way. Delivery must occur by the next working day after noti?cation. Cost See [per location OR Cost $1 .89 [per mile (one?way) . . .. . i1: .. . . . . JJ. I..1