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CONTRACT# |
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PROFESSIONAL
SERVICES CONTRACT |
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This agreement is
between the Oregon Health and |
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Whereas OHSU has
need of the services which Contractor is competent to provide; now therefore,
in consideration of the sum not to exceed $ [O5]to be paid to Contractor by
OHSU. The rate of pay shall be $ [O6] hourly flat fee other
. Payment
shall be made upon receipt and approval of invoices submitted due Net 30
days. Contractor agrees to perform between [O7]and
[O8]inclusive, the following professional
services: |
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How to write a scope of work is
located under the professional services contract type at: http://ozone.ohsu.edu/ozone/logistics/contracts/psc.cfm Scope of Work: |
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HIPAA
COMPLIANCE (MANDATORY – MUST BE
COMPLETED BY THE OHSU DEPARTMENT) |
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Please check the appropriate box: Contractor will or will not receive or
have access to Protected Health Information. For a complete
definition of Protected Health Information please refer to the OHSU Corporate
Compliance Website at http://www.ohsu.edu/cc/hipaa/faq.shtml |
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The following
attachments are incorporated by this reference and made a part of this
contract: Attachment A; Title Attachment B; Title Other Attachments; , Title
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INSURANCE:
The minimum limit is $ 1,000,000.00. Type required: S CGL S AUTO S Professional |
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CONTRACTORS
TAX INFORMATION: (Must be filled out for payment to be generated) |
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Name (tax filing): |
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Phone: |
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Street Address: |
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Fax: |
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City: |
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State: |
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Zip: |
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Email: |
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Check
One: |
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Federal
Tax ID#: |
(or) |
Social
Security #: |
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Business Designation (check one): |
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Above payment
information must be provided prior to contract approval. This information will be reported to the
Internal Revenue Service (IRS) under the name and taxpayer I.D. number
submitted. (See IRS 1099 for
additional instructions regarding taxpayer I.D. numbers) Information not matching IRS records could
subject contractor to 31 percent backup withholding. Certification: I, under penalties of perjury, do hereby
certify that (a) the number shown on this form is my correct taxpayer I.D.
(or I am waiting for the number to be issued to me and (b) I am not subject
to backup withholding because (i) I am exempt from backup withholding or (ii)
I have not been notified by the IRS that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (iii) the
IRS has notified me that I am no longer subject to backup withholding. I, the undersigned also (a) agree to
perform the work required in accordance with the terms and conditions; (b)
certify under penalty of perjury that I/my business am not/is not in
violation of any Oregon tax laws; (c) certify that I am an independent
contractor as defined in ORS 670.600; and (d) the statements contained herein
are true and correct. |
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OHSU Department Contact (PLEASE COMPLETE ALL CONTACT
INFORMATION): |
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Name: |
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Department: |
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Phone: |
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Fax: |
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Mail Code: |
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Supervising Representative Name: |
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1. Independent
Contractor Status. OHSU and the
Contractor intend that the Contractor’s relationship to OHSU at all times and
for all purposes under this contract is to be that of independent
contractor. The Contractor is not to be
considered an agent or employee of OHSU for any purpose, and neither the Contractor
nor any of the Contractor’s agents or employees are entitled to any of the
benefits that OHSU provides for its employees.
The Contractor is solely and entirely responsible for its acts and the
acts of its agents, subcontractors and employees during the performance of this
contract. The Contractor is not an
officer, employee, or agent of OHSU as those terms are used in ORS 30.265.
2. Government Employment Status. If payment under this contract is to be
charged against federal funds, Contractor certifies that it is not currently
employed by the federal government.
3. Subcontracts and Assignment. Contractor shall not enter into any
subcontracts for any of the services under this contract or assign or transfer
any of its interest in this contract, without the prior written consent of OHSU. Contractor may not request OHSU’s approval of
any subcontractor without first ensuring that such subcontractor is not
Excluded from participation as set forth in paragraph 13. No such written approval shall relieve
Contractor from any obligations of this contract. An approved subcontractor shall be considered
the agent of Contractor and Contractor must ensure any such subcontractor’s
compliance with and agreement to the terms and conditions of this contract.
4. Successors in Interest. The provisions of this contract shall be
binding upon and shall inure to the benefit of the parties hereto, and their
respective successors and assigns, if any.
5. Third Party
Beneficiaries.
OHSU and Contractor are the only parties to this contract and are the
only parties entitled to enforce its terms.
Nothing in this contract gives, is intended to give, or shall be
construed to give or provide any benefit or right, directly or indirectly, to
third persons unless such third persons are individually identified by name
herein and expressly described as intended beneficiaries of the terms of this
contract.
6. Payment
and Billing.
a. OHSU will not pay any amount in
excess of the maximum compensation amount set forth on the face of the
contract. If the maximum compensation is
increased by amendment of this contract, the amendment must be in writing and
signed by OHSU and Contractor before Contractor performs services subject to
the amendment. OHSU shall reimburse for expenses only as expressly provided on
the face of the contract.
b. Contractor shall submit invoices
for the services performed under this contract.
The invoices shall describe with particularity all services performed,
by whom performed, and shall itemize and explain all expenses for which
reimbursement is payable.
c. Contractor shall not be compensated
for services performed under this contract from any OHSU department other than
that named on the face page of this contract.
d. Unless otherwise provided in the
scope of work, payment shall be made after completion of services. Contractor shall submit invoices to the
department listed on the face page of the contract. OHSU payment terms are net 30 from the date
of invoice. Contractor may not charge
OHSU interest on an overdue payment unless the payment is at least 45 days
overdue. The maximum interest rate
payable by OHSU is two-thirds of one percent per month on the outstanding
balance.
7. Termination.
a. i. Termination
by Mutual Consent. This contract may
be terminated at any time by mutual consent of both parties.
ii. Termination for Convenience. This contract may be terminated by OHSU for
convenience and without cause upon 180 days written notice, or may be
terminated by Contractor for convenience and without cause upon 360 days
written notice. OHSU shall have the
right to terminate for convenience and without cause upon less than 180 days,
but in no event less than 30 days, upon written notice to Contractor, provided
that OHSU shall in such event pay to Contractor an amount equal to (i) 180 days
less the number of days notice provided to Contractor, times (ii) daily profit
calculated in accordance with the Contractor’s Response to the Request for
Proposals.
b. Contractor may terminate this
contract upon a material default and failure to cure by OHSU. Contractor must provide written notice
specifying the nature of the default and allow OHSU 30 days from the date of
the notice to cure the default, provided, however that if the nature of OHSU’s obligation is such that
more than 30 days are required for cure, then OHSU shall not be deemed in
default if it commences performance within the 30 day period and thereafter
diligently pursues the cure to completion.
c. OHSU may terminate this contract
effective upon delivery of written notice to the Contractor, or effective at
such later date as may be established by OHSU, if:
i. Federal or state regulations or
guidelines are modified or changed in such a way that the services are no
longer allowable or appropriate for purchase under this contract.
ii. Any license or certificate required
by law or regulation to be held by the Contractor to provide the services
required by this contract is for any reason denied, revoked, or not renewed.
iii. Funding from federal, state, or
other sources is not obtained and continued at levels sufficient to allow for
the purchase of the indicated quantity of services.
If this contract is terminated
under this subsection, OHSU shall only be liable for payment in accordance with
the terms of this contract for services satisfactorily rendered prior to the
effective date of termination.
d. OHSU may at any time
terminate the whole or any part of this contract for default if Contractor
fails to perform any of the provisions of this contract, or so fails to pursue
the services as to endanger performance of this contract in accordance with its
terms, and after receipt of written notice from OHSU, fails to correct such
default within ten calendar days or such other period as OHSU may designate in
such notice.
e. The rights and
remedies provided in this section are not exclusive and are in addition to any
other rights and remedies provided by law or under this contract.
f. Upon receiving a notice of termination issued by
OHSU, Contractor shall immediately cease all activities under this contract,
unless expressly directed otherwise by OHSU in the notice of termination. Upon
termination, Contractor shall deliver to OHSU all contract documents,
information, works-in-progress, spare parts, tools and other property that are
or would be deliverables and/or that have been provided by OHSU to Contractor
in connection with its performance of the services.
8. Survival of Terms. Termination of this contract and/or the
passage of the contract expiration date (as recorded on the face of the
contract) shall not extinguish or prejudice OHSU's right to enforce this
contract with respect to any default or defect in performance that has not been
cured, any rights or remedies under any warranties or OHSU’s right to indemnity
for any claim that may arise as a result of Contractor’s performance under this
contract.
9. Time is of the essence. Time is of the essence in Contractor’s
performance of each and every obligation under this contract.
10. Access
to Records. Contractor shall
maintain books, records, documents, and other evidence and accounting
procedures and practices sufficient to reflect properly all costs of whatever
nature claimed to have been incurred and anticipated to be incurred in the
performance of this contract. OHSU, the
federal government, and their duly authorized representatives shall have access
to the books, documents, papers, and records of Contractor which are directly
pertinent to this contract for the purpose of making audit, examination,
excerpts, and transcripts. Except when a
longer retention period is specified in this contract, such books and records
shall be maintained by Contractor for three years from the date of contract
expiration unless a shorter period is authorized in writing. Contractor is responsible for any audit
discrepancies involving deviation from the terms of this contract and for any
commitments or expenditures in excess of amounts authorized by OHSU.
11. Compliance
with Applicable Law. Contractor shall comply with all federal,
state, and local laws, codes, regulations, and ordinances applicable to the
services and/or its performance of such services under this contract.
12. Nondiscrimination. Contractor shall comply with all applicable
requirements of federal and state civil rights and rehabilitation statutes,
rules and regulations.
13. Federal and
State Program Eligibility. Contractor represents and warrants
that it is not excluded from participation, and is not otherwise ineligible to
participate in a “federal health care program,” as defined in 42 U.S.C. Section
1320a-7b(f) or in any other government payment program (“Excluded”). In the event Contractor is Excluded or
becomes otherwise ineligible to participate in any such program during the term
of this contract, Contractor will notify OHSU in writing within three (3) days
after such event. Whether or not such
notice is given to OHSU, OHSU may immediately terminate this contract upon
written notice to Contractor and OHSU shall have no responsibility to pay for
any services from the date Contractor was Excluded or ineligible from
participation.
14. Indemnity.
a. Contractor agrees to hold harmless,
and defend with counsel acceptable to OHSU, and indemnify and reimburse OHSU,
its directors, officers, employees and agents from and against any and all
liability, damages, settlements, loss, costs, and expenses (including
reasonable attorneys fees) suffered or incurred in connection with any action,
suit, or claim, of any kind or nature, whether in contract, tort or otherwise,
resulting from or arising out of Contractor’s, or its subcontractor’s, acts,
omissions, activities, services or work performed under this contract.
b. Contractor shall notify OHSU immediately of any
incident, occurrence, or event that is likely to result in a claim against
OHSU. Said notice shall be in writing
and directed to the OHSU Department of Risk Management, (
C. Contractor agrees to cooperate fully with OHSU in the
investigation and defense of third party claims brought against OHSU and/or any
of its Board of Directors, Officers, agents and employees as a result of the
activities performed under the terms of this contract. Such cooperation shall include, but not be
limited to, making Contractor staff available and providing access to pertinent
Contractor records and documentation to allow investigation, evaluation and
defense, except as otherwise prohibited by law.
d. In the event that Contractor or its insurer undertakes
the representation and defense of claims involving OHSU and/or its employees,
agents or officers, no settlement or other resolution of the claim involving
payments to third parties shall be undertaken without prior approval from the
OHSU Department of Risk Management.
15. Insurance.
Insurance requirements set forth
below do not in any way limit the amount or scope of liability of Contractor
under this agreement. The amounts listed
indicate only the minimum amounts of insurance coverage OHSU is willing to
accept to help insure full performance of all terms and conditions of this
contract.
a. Contractor shall maintain in force
at its own expense each of the insurances listed below:
i. Commercial general liability
policy or policies including coverage for sudden and accidental pollution
liability; liability arising from premises (including loss of use thereof),
operations, independent contractors, products-completed operations, personal
injury and advertising injury; and liability insured under an insured contract
(including the tort liability of another assumed in a business contract)
occurring on or in any way related to the Premises or occasioned by reason of
the operations under this contract. Such
coverage shall be written on the latest ISO occurrence form (or a substitute form
providing equivalent coverage) in an amount of not less than FIFTEEN MILLION
DOLLARS ($15,000,000) per occurrence.
ii. Automobile Liability insurance with
a minimum limit of not less than $1,000,000 per accident and for Bodily Injury
and Property Damage, including coverage for owned, hired or non-owned vehicles,
as applicable.
iii.
Professional Liability insurance with a combined
single limit of not less than $1,000,000 per occurrence and $3,000,000 annual
aggregate for damages caused by error, omission or negligent acts related to
any professional services to be provided under this contract. Any deductible shall not exceed $25,000 each
claim, incident or occurrence.
iv.
Contractor and all subcontractors shall maintain in force at its own expense
Workers' Compensation insurance in compliance with ORS 656.017, which requires
subject employers to provide Oregon workers' compensation coverage for all
their subject workers (contractors with one or more employees, and as defined
by ORS 656.027). Contractor shall also maintain employer’s liability coverage
in an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) per
accident and FIVE HUNDRED THOUSAND DOLLARS ($500,000) per employee for disease.
All policies of insurance must be
written by companies having an A.M. Best rating of “A-” or better, or
equivalent. OHSU may, upon thirty (30)
days written notice to Contractor, require Contractor to change any carrier
whose rating drops below an “A-” rating.
Any deductible or self-insured retention exceeding fifteen percent (15%)
of the per-occurrence or per-accident limit of a required policy is subject to
approval by OHSU.
If written on a claims made basis,
the commercial general and professional liability insurance shall be maintained
for a period of not less than two years following termination of this
contract.
b. OHSU, City of
c. There shall be no cancellation,
material change, reduction of limits or intent not to renew the insurance
coverage(s) without 30 days written notice from the Contractor or its
insurer(s) to OHSU. Insurance must be maintained without any lapse in coverage
during the Contract Term. Insurance
allowed to lapse without OHSU consent shall be deemed an immediate event of
default under this Contract. OHSU shall
also be given certified copies of Contractor’s policies of insurance, upon
request. Failure of OHSU to demand such
certificates or other evidence of full compliance with these insurance
requirements, or failure of OHSU to identify a deficiency from evidence that is
provided, shall not be construed as a waiver of Contractor’s obligation to
maintain the insurance required by this Contract.
16. Ownership
of Work Product. All work of
Contractor that results from this contract (the "Work Product") is
the exclusive property of OHSU. OHSU and Contractor intend that such Work
Product be deemed "work made for hire" of which OHSU shall be deemed
the author. If for any reason the Work Product is not deemed "work made
for hire", Contractor hereby irrevocably assigns to OHSU all of its right,
title, and interest in and to any and all of the Work Product, whether arising
from copyright, patent, trademark, trade secret, or any other state or federal
intellectual property law or doctrine. Contractor shall execute such further
documents and instruments as OHSU may reasonably request in order to fully vest
such rights in OHSU. Contractor forever waives any and all rights relating to
the Work Product, including without limitation, any and all rights arising
under 17 USC 1106A or any other rights of identification of authorship or
rights of approval, restriction or limitation on use or subsequent
modifications.
17. Force
Majeure. Neither party shall
be held responsible for delay or default caused by fire, riot, acts of God or
war that is beyond its reasonable control.
The affected party shall, however, make all reasonable efforts to remove
or eliminate such a cause of delay or default and shall, upon the cessation of
the cause, diligently pursue performance of its obligations under the contract.
18. Severability. If any term or provision of this contract is
declared by a court of competent jurisdiction to be illegal or in conflict with
any law, the validity of the remaining terms and provisions shall not be affected,
and the rights and obligations of the parties shall be construed and enforced
as if the contract did not contain the particular term or provision held to be
invalid.
19. Waiver. The failure of OHSU to enforce any provision
of this contract shall not constitute a waiver by OHSU of that or any other
provision.
20. Captions. The captions or headings in this contract are
for convenience only and in no way define, limit, or describe the scope or
intent of any provision of this contract.
21. Conflict
of Interest. Contractor
covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the
performance of its services hereunder.
Contractor further covenants that no person or entity having any such an
interest shall be employed or engaged in the performance of this contract.
22. Execution
and Counterparts. This
contract may be executed in several counterparts, each of which shall be an
original, all of which shall constitute one and the same instrument.
23. Governing Law/Venue. This contract shall be governed by
and construed in accordance with the laws of the State of
24. Hazard
Communication. In the course of
rendering services under this contract, Contractor shall notify OHSU prior to
using products containing hazardous chemicals to which OHSU employees or
members of the public may be exposed.
Products containing hazardous chemicals are those products defined by
Oregon Administrative Rules, Chapter 437.
Upon request of OHSU or a member of the public, Contractor shall
immediately provide Material Safety Data Sheets for the products subject to
this provision.
25. Publicity. Contractor
shall not advertise, market or use other promotional efforts that include any
data, pictures, or other representations of OHSU without the prior written
permission of authorized representatives of OHSU.
26.
27. Contractor
Staff and Use of OHSU Facilities.
Contractor agrees that all Contractor staff performing any services at
any OHSU facility shall comply with all applicable OHSU policies, including but
not limited to, requirements regarding background and criminal history
checks. Contractor and its employees or
agents shall have the right to use only those facilities of OHSU that are
necessary to perform the services under this contract and shall have no right
of access to any other facility of OHSU without prior approval of OHSU management. OHSU shall have no responsibility for the
loss, theft, disappearance of, or damage to, equipment, tools, materials,
supplies, and other personal property of Contractor or its employees,
subcontractors or agents that may be stored, or located on OHSU premises.
28. Notices
and Representatives. All notices,
certificates, or communications contemplated by this contract shall be
delivered or mailed postage prepaid to the respective parties at their
respective places of business as identified in the signature block of this
contract or to such other location as designated by notice given in accordance
with this paragraph.
29. Confidentiality. Contractor shall safeguard
and not disclose confidential information of OHSU including any of the
following: (a) patient information; (b) student information; (c) personnel
information; (d) matters of a technical nature; (e) matters of a business
nature; and, (f) other information of a similar nature which is not generally
disclosed by OHSU to the public, referred collectively hereafter as
"Confidential Information."
Contractor further agrees not to use Confidential Information except as
may be necessary to perform the services identified in this contract for OHSU. Upon termination of this contract, or
otherwise as requested by OHSU, Contractor will promptly deliver all
Confidential Information to OHSU, in whatever form, that may be in Contractor’s
possession or control.
30. Attorney
Fees. In the event any litigation or dispute between OHSU and
Contractor arises out of or in connection with this contract, each party shall
pay their own attorneys fees associated with any such proceeding.
31. Representations and Warranties. Contractor represents and warrants to OHSU that: (a)
Contractor has the power and authority to enter into and perform the contract,
(b) this contract, when executed and delivered, shall be a valid and binding
obligation of Contractor enforceable in accordance with its terms, and (c)
Contractor has the skill and knowledge possessed by well-informed members of
its industry, trade or profession and Contractor will apply that skill and
knowledge with care and diligence to perform the services in a professional
manner and in accordance with standards prevalent in Contractor’s industry,
trade or profession, and (d) at all times during the term of this contract,
Contractor shall be qualified, professionally competent, and duly licensed to
perform the services.
32. Conflicting Provisions. This contract and all of the exhibits,
schedules, and documents attached hereto are intended to be read and construed
in harmony with each other, but in the event any provisions in any attachment
conflict with the provisions of this contract, then this contract shall
control, and such conflicting provision shall be deemed removed and replaced
with the governing provision herein.
33. HIPAA / Business Associate
Requirements. If Contractor's
performance under this contract involves or requires the disclosure to or use
by Contractor of OHSU's "Individually Identifiable Health
Information" (as that term is defined by the Health Insurance Portability
and Accountability Act and regulations promulgated pursuant thereto (“HIPAA”),
then the following provisions apply:
a. Contractor will use and disclose Individually
Identifiable Health Information received from, or created or received by
Contractor on behalf of, OHSU in the course of its performance under this
contract (“PHI”) only as required for such performance, as permitted herein or
as required by law, and Contractor will use all appropriate safeguards to
prevent any use or disclosure of PHI other than as allowed in this
contract. All PHI (in whatever form) is
the exclusive property of OHSU.
b. Contractor shall not, and shall
ensure that its directors, officers, employees, contractors and agents (collectively, “Contractor Representatives”)
do not, use or disclose PHI in any manner constituting a violation of 45 CFR
§160 and 164 (“Privacy Standards”) if done by OHSU.
c. Contractor agrees that any request
to OHSU for disclosure of PHI shall be limited to the minimum necessary to
accomplish Contractor’s purpose under this contract.
d. Contractor shall immediately notify
OHSU in writing of any use or disclosure of PHI other than as allowed by this
contract, and, to the extent practicable, shall mitigate any harmful effect of
such use/or disclosure.
e. Contractor shall ensure that each
of the Contractor Representatives having access to PHI, agree to comply with
the restrictions and conditions of this paragraph 33.
f. If Contractor maintains Records
for OHSU that are a part of OHSU’s Designated Record Set (“DRS”), Contractor
will: (i) within 10 days of a request from OHSU for access to an individual’s
PHI contained in the DRS, provide copies of such PHI to OHSU; (ii) within 10
days of a request from OHSU for an amendment of an identified individual’s PHI
in a DRS, make available the PHI for amendment and incorporate such amendment
into PHI maintained by Contractor as required by the Privacy Standards; and
(iii) within 5 days of Contractor’s receipt from an individual of a request for
access to PHI or for an amendment of PHI, forward that request to OHSU in
writing.
g. Within 10 days of notice from OHSU
that OHSU has received a request for an accounting of disclosures of an individual’s
PHI, Contractor shall make available to OHSU such information in Contractor’s
possession and as necessary for OHSU to make the accounting required by 45 CFR
§164.528, including: (i) the date of the disclosure occurring after April 16,
2003, but no more than 6 years prior to the date of the request, (ii) the name
and if known the address of the entity or person who received the PHI, (iii) a brief description of the PHI
disclosed, and (iv) a brief statement of the purpose and basis of the disclosure,
(collectively, “Disclosure Information”).
If the request for an accounting of disclosures of PHI is delivered to
Business Associate, then Business Associate shall within 5 business days of
receipt, forward such request to OHSU.
Business Associate hereby agrees to implement an appropriate record
keeping process to enable it to comply with the requirements of this
subparagraph 33, g. and shall maintain a record of Disclosure Information for a
period of 6 years from the date of each disclosure. Contractor may elect to satisfy its
obligations under this subparagraph 33, g. by entering the information required
by this subparagraph 33, g. directly into an OHSU web-based
accounting-of-disclosures tool (“Accounting of Disclosures System”). To so elect, Contractor must contact the OHSU
Privacy Officer at (503-494-8849), obtain access to the Accounting of
Disclosures System and thereafter input into that system, all information
required under this subparagraph 33, g. in conformance with instructions
provided by OHSU.
h. Contractor shall make its internal
practices, books and records relating to the use and disclosure of PHI
available to the Secretary for purposes of determining OHSU’s compliance with
the Privacy Standards.
i. Compliance with Security
Regulations. Beginning no later than April 21, 2005 and continuing thereafter,
with respect to any electronic PHI that Business Associate creates, receives,
maintains, or transmits, Business Associate shall:
a. Implement Administrative Safeguards, Physical Safeguards and Technical Safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI, as required by the Security Standards;
b. Ensure that any agent, including a subcontractor, to whom it provides such electronic PHI agrees to implement reasonable and appropriate safeguards to protect it;
c. Report to OHSU any attempted or successful unauthorized access, use, disclosure, modification, or destruction of electronic PHI, or interference with system operations in an Information System, of which it becomes aware; and
d. Authorize termination of the Existing Agreements, if OHSU determines that the Business Associate has violated a material term of this Agreement.
Capitalized terms used in this Paragraph shall have the meaning given them in the Security Standards.
j. OHSU may terminate this contract
upon ten (10) days written notice to Contractor if OHSU determines, in its sole
discretion, that Contractor has violated a material term of this paragraph 33
and such breach is not cured within such ten (10) day period. Upon termination
of this contract for any reason, Contractor shall either return or destroy all
PHI maintained by Contractor in any form retaining no copies. If the return or destruction is not feasible,
Contractor shall extend the protections of this paragraph 33 to such PHI
and such PHI shall be used or disclosed solely for such purpose(s) that make
the return or destruction of such PHI infeasible.
k. Notwithstanding any limitation on
damages contained herein, Contractor shall indemnify and hold OHSU harmless
from and against any and all liability and costs, including attorneys fees,
arising out of or related to a breach of this paragraph 33 by Contractor, its
agents or subcontractors.
l. Contractor agrees
to amend this Agreement as necessary to allow each party to comply with (i) the
Privacy Standards, (ii) the Standards for Electronic Transactions (45 CFR parts
160 and 162) and (iii) the Security Standards, (collectively, the “Standards”), as they are
amended from time to time
by the Secretary.
m. Capitalized terms used in this
paragraph without definition, have the meanings assigned to them in the Privacy
Standards. The terms and conditions of
this paragraph 33 shall supersede any conflicting or inconsistent terms in the
contract.
**This
portion is intentionally left blank**
34. Dispute
Resolution: OHSU and Contractor
agree to first enter into negotiations to resolve any controversy, claim or
dispute (“dispute”) arising under or related to this contract. The parties agree to negotiate in good faith
to reach a mutually agreeable resolution of such dispute within a reasonable
period of time. If good faith
negotiations are unsuccessful, then such dispute will be mediated by a
mutually-acceptable mediator to be chosen by the parties within fifteen (15)
business days after written notice by one of the parties demanding
mediation. Neither party may unreasonably
withhold consent to the selection of the mediator and the parties agree to
share the cost of the mediation equally.
Such mediation will take place in
THIS
CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS
CONTRACT. NO AMENDMENT, CONSENT, OR
WAIVER OF THE TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING
AND SIGNED BY ALL PARTIES.
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TO BE
COMPLETED BY CONTRACTOR |
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Contractor is a Corporation: I, the undersigned, am authorized to act on
behalf of the entity designated below, hereby certify under penalty of
perjury that entity is a corporation. |
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Contractor is Independent: Contractor certifies he/she meets the
following standards: |
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1. I have
filed federal and state income tax returns in the name of my business or a
business Schedule C as part of the personal income tax return, for the
previous year, for labor or services performed as an independent contractor
in the previous year. |
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2. I
represent to the public that the labor or services are to be provided by my
independently established business as four (4) or more of the following
circumstances exist. (Please check
four or more of the following:) |
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A. The labor
or services are primarily carried out at a location that is separate from my
residence or is primarily carried out in a specific portion of my residence,
which is set a side as the location of the business. |
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B. Commercial
advertising or business cards are purchased for the business, or I have a
trade association membership. |
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C. Telephone
listing is used for the business that is separate from the personal residence
listing. |
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D. Labor or
services are performed pursuant to written contracts. |
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E. Labor or
services are performed for two or more different persons within a period of
one year. |
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F. I assume
financial responsibility for defective workmanship or for service not
provided as evidenced by the ownership of performance bonds, warranties,
errors and omission insurance or liability insurance relating to the labor or
services to be provided. |
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[O1]Enter Requisition Number Here
[O2]Enter Contract Number Here
[O3]Enter Department Name Here
[O4]Enter Contractor Name Here
[O5]Enter Total Amount Here
[O6]Enter Rate of Pay Here
[O7]Enter Start Date Here
[O8]Enter End Date Here
[O9]Completing all of the Blanks in this Form and Providing a Detailed Scope of Work will facilitate the execution of this Contract.