2109 Stella Court, Columbus, Ohio 43215 Office: 614-884-3101 Fax: 614-884-3108

www.ohiochc.org

Executive Committee Meeting Friday May 18, 2018 10:00 a.m.

OACHC CALL IN NUMBER: 1-800-250-2600

PIN: 908-5471#

Call to Order (Liszak) Approval of April 20, 2018 Executive Committee Meeting Minutes Committee Reports Finance/Personnel Committee (Bridenbaugh/Bowers)

1. Financial Report

Old Business

1. Charge for Marketing Subcommittee

New Business

1. HCCN Funding Request-Five Rivers 2. Subcontract for the Ohio Academy of Family Practice

Quality Committee (Glenn/Ballard/Wymyslo)

1. Compliance a. Security Risk Assessment

2. Data Sharing 3. Networking

a. MAT Survey 4. Clinical Goals

a. 2017 UDS Graphics http://www.ohiochc.org/resource/resmgr/clinical/OACHC_2017_UDS.pdf

5. Oral Health

Workforce Committee (Bair/Wymyslo)

1. Workforce

Membership Committee (Palmucci/S.Porter)

1. Education and Training (S.Porter)

1. Upcoming Training and events

Policy Committee (Wiersma/DiRossi-King)

1. State Government Affairs Update a. 1115 Waiver b. Legislation c. JMOC/CareSource

2109 Stella Court, Columbus, Ohio 43215 Office: 614-884-3101 Fax: 614-884-3108

www.ohiochc.org

Continued- Policy Committee (Wiersma/DiRossi-King)

2. Federal Update 3. Advocacy

a. NHCW August 12-18 / CHC Champion Award b. Certified Application Counselor Designated Organization

Adjourn (Liszak)

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EXECUTIVE COMMITTEE MEETING MINUTES FRIDAY, APRIL 20, 2018

10:00 A.M. PRESENT: Joe Palmucci, Stephanie Wiersma, Jared Pollick, Eric Riley, Kate Bennett, Joe

Liszak, Mark Bridenbaugh, Gina McFarlane-El, Kim Patton, Chris Richardson, Lorie Glenn, Tara Bair

STAFF: Randy Runyon, Elizabeth Bradley, Jennifer Bowers, Julie DiRossi-King, Samantha

Porter, Ted Wymyslo, Ashley Ballard TOPIC CALL TO ORDER – LISZAK DISCUSSION --- ACTION The April 20, 2018, Executive Committee Meeting of the Ohio Association of Community Health Centers was called to order at 10:17 a.m. RESPONSIBLE PARTY --- TOPIC APPROVAL OF FRIDAY, FEBRUARY 15, 2018 MEETING MINUTES DISCUSSION --- ACTION Eric moved to accept the minutes as presented. The motion was seconded by Jared. It was voted on and passed unanimously. RESPONSIBLE PARTY ---

TOPIC

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COMMITTEE REPORTS – FINANCE & PERSONNEL (BRIDENBAUGH/BOWERS) FINANCIAL REPORT Jennifer went over the February and March financial statements. She discussed the profit and loss sheet as well as the balance sheet. DISCUSSION The financial committee met on February 19th. A recommendation from the financial committee was made to approve the financial report. Motion voted on and passed unanimously. ACTION --- RESPONSIBLE PARTY ---

TOPIC OLD BUSINESS There was no old business for discussion.

DISCUSSION --- ACTION --- RESPONSIBLE PARTY ---

TOPIC NEW BUSINESS

Team Care Medicine. Reviewed proposal from Team Care Medicine (TCM) for pilot acceleration proposal, training for network transformation, strategy consulting and training in the TCM Model. This is a 14 month process. Team of up to 5 clinicians and their teams. OACHC to pay up to $50,000 to eligible OACHC members for payment to TCM. TCM proposed a matching grant of up to $100,000 for 4-5 OACHC members. For 1-3 members, TCM will provide a $15,000 discount per organization. There was discussion on the starting price of $145,000 from TCM. OACHC will contact TCM about this amount. OACHC has monies set aside – not federal funds. OACHC will have a competitive process put in place for the membership to be one of the teams.

o Action: Wymyslo recommends to the Executive Committee the use of $50,000 to train teams in TCM. Gina made a motion to provide the $50,000 using funds thru OACHCs LLC. Motion seconded by Tara. Motion voted on and passed unanimously.

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HCCN Proposal Lean Six/Sigma Training. Reviewed proposals from Purdue

University and Centerprise to offer Lean practitioner training to OACHC members.

o Action: OACHC HCCN group recommends Purdue proposal. Tara made a motion to follow the recommendation of the HCCN group and go with the Purdue proposal. Gina seconded the motion. Motion voted on and passed unanimously.

HCCN Proposal Muskingum Valley Dental Interface. Reviewed funding request from Muskingum Valley to convert to electronic records and interface with medical records. They are currently using paper records in dental. They are asking for $40,000.

o Action: Jared made a motion to fund Muskingum Valley’s request for $40,000. Gina seconded the motion. Motion voted on and passed unanimously.

HCCN Proposal Family Health of Erie County. Reviewed funding request from Family Health of Erie County to transition from an older server to the latest cloud version of eClinicalWorks. This new system will allow the creation of a new database, migration of non-corrupt patient data, streamline workflows and create reliable reports. They are asking for $15,000.

o Action: Jared made a motion to fund. Gina seconded the motion. Motion voted on and passed unanimously.

HCCN Proposal Third Street Health Center Training. Reviewed funding request from Third Street Health Center. Third Street is seeking assistance with the implementation and training costs to implement Epic. They are asking for $25,505.02

o Action: Eric made a motion to fund. Tara seconded the motion. Motion voted on and passed. Jared abstained from voting.

HCCN Health Management Tool. Reviewed the proposals for I2I and Azara. I2I would pay for services over 3 years and per provider. Azara has a fee to install, annual data and per encounter. OACHC has put aside year 1 and year 2 monies for health management.

o Action: OACHC recommends Azara. OACHC would pay $37,500 implementation, the annual data assurance fee of $4,000 per center and the subscription fee based on UDS medical visits of $0.35 per encounter. Gina made a motion for approval of proposal from Azara. Lori seconded the motion. Motion voted on and passed.

Discussion on marketing as an OACHC Activity. This subject was initially brought up at the Board meeting in March and was recommended to go to the Executive Committee for discussion. Marketing means something different to everyone. Marketing can mean public relations, branding, advocacy, social

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media, etc. Marketing is not a federally funded activity. Ideas: of each health center promoting themselves as a member of OACHC; each organization can do their own marketing; give health centers the tools to market within own area.

o Action: Recommendation that OACHC staff will come up with a brief charter and bring the draft back to the May meeting for adoption.

DISCUSSION --- ACTION --- RESPONSIBLE PARTY --- TOPIC COMMITTEE REPORTS – QUALITY (GLENN/BALLARD/WYMYSLO)

Compliance o PCMH – There are now 42 organization and 172 sites. NCQA PCMH training is

scheduled for June 20 and 21st at Quest. There are 29 registered.

o HCCN – Training was held on April 19th. There were 15 health centers in attendance.

o Emergency Preparedness – There was a recent call with PCA group. The

discussions were around the Joint Commission accreditation preference from HRSA.

o FTCA – PAL was released the end of March for calendar year 2019. Your

application are due on June 4 and the application on EHB opens on May 4.

o OSV – OSV training is scheduled for May 31st at Quest. There are 105 registered.

Data Sharing

o First quarter data sharing for 2018 was down. Medical shared: 15; dental shared: 13; and, non-UDS shared: 16.

o UDS – There is one health center that has yet to submit data. Improved on 12

measures – not improved on 4. o HIE Connections – Working with CliniSync. Currently 26 health care centers

have a connection with HIE. Three are in contract.

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Clinical Goals o Health People 2020 – CHCs are passing two of eight HP 2020 measures –

dental sealants and hypertension. There are 33 health centers passing in hypertension.

o Infant Mortality Taskforce – The taskforce call is scheduled for April 24th at

10:00 a.m. The focus will be on prenatal care.

Networking o Quality Peer Network – 19 health centers were on the April telephone call.

o CMOs – Bimonthly meeting is scheduled for Tuesday, April 24th.

o EHR User groups – The HER user groups are very active. All meetings have

begun for Allscripts, eCW, NextGen and Epic. OACHC will also receive assistance from the Midwest HCCN.

Funded Projects

o American Cancer Society (ACS) – The HPV initiative with the ACS has just ended. There were 4 community health centers who participation. The goal was to improve on HPN injection rates. There was improvement of up to 33% in vaccination rates.

o FluFit – This initiative is in conjunction with the ACS and the Ohio Department

of Health (ODH). The final reports are due April 30, 2018. There were 9 health centers who participated in this initiative.

o Centering – Contract is ending June, 2019. There were over 300 patients

enrolled since the beginning of this grant.

o HCCN – PCMH training has begun. The next initiative to begin will be with regards to security risk assessments – and HIPAA regulations.

Oral Health

o Susan’s position has been funded through the end of the year. There were 21 funded Rethink Your Drink programs. A request has been submitted with HealthPath for books to be sent to health centers that target doing blood pressure screening at dental appointments. Blood pressure screening data does not need to be reported. Next goal is to work with dental providers on smoking/tobacco usage, and to work with the medical providers on providing fluoride varnish at appointments.

DISCUSSION --- ACTION ---

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RESPONSIBLE PARTY ---

TOPIC COMMITTEE REPORTS – WORKFORCE (BAIR/WYMYSLO) The Workforce Committee did not meet this month. There are three interviews scheduled for the Workforce Developer Director position in OACHC next week. DISCUSSION --- ACTION --- RESPONSIBLE PARTY --- ____________________________________________________________________________________________________________

TOPIC COMMITTEE REPORTS – MEMBERSHIP (PALMUCCI/PORTER) The Membership committee will report back to the Executive Committee the revised application for Equitas. DISCUSSION --- ACTION --- RESPONSIBLE PARTY --- __________________________________________________________________________________ TOPIC COMMITTEE REPORTS – EDUCATION/TRAINING (PORTER) Upcoming Events Samantha reviewed the upcoming events. These can be found on the OACHC website. Noted: The OPCWI Annual meeting is June 7th; the next Board meeting is June 15th. The Fall Operations Conference is September 27th and 28th. DISCUSSION --- ACTION ---

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RESPONSIBLE PARTY ---

TOPIC COMMITTEE REPORTS - POLICY – (WIERSMA/DIROSSI-KING) State Government Affairs

1115 Waiver – OACHC - Julie reviewed the OACHC comments submitted to Director Sears. ODM received approximately 1000 comments. The next step is that the Kasich administration will submit the comments to the federal government.

Pharmacy Legislation/Bulletin

o In early April, 2018, the Ohio Department of Insurance issued a bulletin requiring insurers and pharmacy benefit managers to disclose to consumers the most affordable prescription options available. Also states that an uninsured consumer should not pay more than a person with insurance, and if an insured person’s co-pay for a prescription costs more if the insurance is used than not, the lower cost must be charged.

o HB479 – Disclosure of drug pricing to patients. Ohio Pharmacy Association

is backing this bill. They have asked the OACHC to endorse the Bill.

o HB465 (Rep. Lipps) – This is the pharmacy carve-out bill. Bill seeks to carve out the Medicaid pharmacy benefit and put it back under fee for service. OACHC met with the sponsor of this bill to tell of the unintended consequences – the end of using 340B. The primary stakeholder is the Ohio Pharmacy Association.

o SB265 (Sen. Dolan) – This bill permits health insurers to reimburse

pharmacists. Met with the bill sponsor to include pharmacists as providers in the Medicaid Program too.

Other Legislation

o SB229 - This is regarding controlled substances and obtaining OBOT certification. This bill exempts FQHCs and lookalikes. This bill is presently before the Senate Committee

o SB546 – Telemedicine – Health plans to pay for services as if an in person visit.

OHT SBHC Task Force – This committee is creating a toolkit for use. Julie provided

contact information for each of the 52 FQHCS – the information listed on website.

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Presumptive Eligibility Draft rule – FQHC requirement. During the initial draft period, OACHC made recommendations and they were incorporated into the new proposed rules. However, the new rules published listed a new provision that many FQHCs are unable to meet. The provision requires FQHCs to provide 36 hours’ worth of medically necessary medication to any person enrolled in the “qualified entity” at the time of service. OACHC submitted comment/impact of this draft rule to the Ohio Department of Medicaid.

Centralized Credentialing/Medicaid – There will be single credentialing. The timeline has not been confirmed – the hope is to have this done by January, 2019. The downside of not being credentialed is that you will not receive new patients. OACHC met with OAHP – and the five plans were all in attendance and appeared to agree to moving to single credentialing.

Medical Marijuana – September, 2018, Ohio will begin allowing the prescribing of medical marijuana by physicians. OACHC has received a legal opinion about what community health centers should/should not do. Federal law trumps state law! Community Health Services created a policy regarding prescribing and Julie will share it with the Executive Committee. There is a concern about what this provision will mean for employers. There is a Medical Marijuana symposium being sponsored by the Ohio Association of County Behavioral Health to be held on April 25th. Julie will send out information on this.

Federal Legislative Update Appropriations

o Year 2018 and 2019 appropriations fixed the cliff. There was a slight increase in discretionary funding from $1.4 billion to $1.626 billion to expand primary care access at health centers.

HHS Secretary Comments re: 340B

o On March 16th, the US Department of Health and Human Services Secretary spoke at the NACHC Annual Policy and Issues Forum in Washington, DC. He made many favorable comments regarding community health centers, including CHCs and 340B.

Letter to Administrator Macrae re: BGA

o We received 100% participation from the Executive Committee members. The letter will be mailed out today. OACHC will follow-up on any comments/responses we receive from HRSA.

Advocacy P & I / House Dear Colleague CHC Ltr Recap – There were 40 OACHC members

who went to The Hill in Washington, DC. There were 8 Ohio legislators who signed the Dear Colleague letter.

NHCW August 12-18 – May 16 at 3 pm Kick-off Webinar

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DISCUSSION

ACTION --- RESPONSIBLE PARTY --- TOPIC ADJOURNMENT – LISZAK Jared moved to adjourn the meeting and Eric seconded the motion. Motion passed unanimously. The meeting ended at 12:10 p.m. ACTION --- RESPONSIBLE PARTY ---

The next Executive Committee Meeting will be Friday, May 18, 2018.

The next full BOARD MEETING of the Ohio Association of Community Health

Centers will be held at the OACHC Offices on Friday, June 15, 2018. Minutes taken by: Elizabeth Bradley

SUBCONTRACTOR AGREEMENT

THIS SUBCONTRACTOR AGREEMENT (the “Contract”) is made this ____ day of ______________,

2018, by and between the Ohio Association of Community Health Centers, an Ohio non-profit

corporation (“OACHC”) and the Ohio Academy of Family Physicians Foundation, an Ohio non-profit

corporation (the “Subcontractor”). For the purposes of this Contract, the terms “Party” and “Parties”

may be used to refer to both OACHC and Subcontractor, individually or collectively.

BACKGROUND INFORMATION

A. OACHC entered into a contract with the Ohio Department of Health (“ODH”) on July 1, 2017 (the

“ODH Contract”), pursuant to which the Ohio Department of Health agreed to provide funding,

and OACHC agreed to use the funding to facilitate clinical education placements and training of

students in Ohio Federally Qualified Health Centers (“FQHC(s)”).

B. Subcontractor intends to implement the goals of the ODH Contract in accordance with the terms

of this Contract.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereby agree to the foregoing Background Information and as

follows:

1. Project. In cooperation with OACHC, Subcontractor will place up to thirty-five (30) medical

students in Ohio FQHC sites for summer externships in 2018.

2. Contract Term. The term of this Contract shall start approximately July 1, 2017 (the “Contract

Beginning Date”) and shall continue until June 30, 2018 (the “Contract End Date”).

3. Compensation. In consideration of the services provided, Subcontractor shall be reimbursed an

amount equal to $1,200 per medical student, not to exceed $36,000 for thirty-five (30) medical

students (the “Total Contract Amount”), provided that all requirements set forth in this

Agreement are met. Subcontractor agrees to use such amounts to pay the medical students

stipends during their externships at Ohio FQHC sites. Subcontractor will be paid upon

completion and verification of student rotations.

4. Expense Reimbursement. Upon the request of Subcontractor, and following Subcontractor’s

submission of relevant documentation, Subcontractor shall be paid an additional amount not to

exceed $1,850 in the aggregate as reimbursement for Subcontractor’s administrative expenses.

5. Funds availability. Subcontractor understands and agrees that this Contract is contingent upon

the availability of OACHC to obtain funds under the ODH Contract. If OACHC is unable to obtain

funds under the ODH Contract for the compensation specified under this Contract, this Contract

is terminated as of the date funding expires without further obligation of OACHC.

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6. Compliance with Program Terms. OACHC will not compensate Subcontractor for any work

performed prior to receipt of written notification from OACHC that Subcontractor may begin

performance, and it will not compensate Subcontractor for any work performed after the end of

the Contract End Date.

7. Subcontractor Support. Subcontractor shall furnish its own support staff and services as

necessary for the satisfactory performance of this Contract. Unless otherwise specified in this

Contract, OACHC will not provide any staff, services, or material to Subcontractor for the

purpose of assisting Subcontractor’s performance.

8. Additional Instructions. OACHC may, from time to time as it deems appropriate, communicate

specific instructions and requests to Subcontractor concerning the performance of the work

described in this Contract. Upon such notice and within ten (10) days after receipt of

instructions, Subcontractor shall comply with such instructions and fulfill such request to the

satisfaction of OACHC. It is expressly understood by the Parties that these instructions and

requests are for the sole purpose of ensuring satisfactory completion of the work described in

this Contract and are not intended to amend or alter this Contract or any part thereof.

9. Attachments. Attachments and documents referenced in this Contract are made a part hereof,

and are incorporated as terms and conditions of this Contract. In the event of a conflict of

terms, the terms and conditions of this Contract shall take precedence over any conflicting

terms.

10. Contract Period; Extension. This Contract shall be effective on the Contract Beginning Date and

shall remain in effect until the Contract End Date. Upon mutual consent of both Parties, this

Contract may be renewed or extended past the Contract End Date, subject to the same terms

and conditions of this Contract, the agreement of OACHC and ODH to renew or extend the ODH

Contract, and any federal and state directives, regulations, laws, Request for Quote or Request

for Proposals relating to the subject matter of this Contract.

11. Amendments. This writing constitutes the entire agreement between the Parties with respect to

all matters herein. This Contract may be amended only by a writing signed by both Parties.

However, it is agreed by the Parties that any amendments to laws or regulations cited herein

will result in the correlative modification of this Contract, without the necessity for executing

written amendments. Any written amendments to this Contract shall be prospective in nature.

When a new or different term or condition is added, additional consideration is not necessary to

bind the Parties.

12. Suspension and Termination. OACHC may suspend or terminate this Contract for any reason

thirty (30) days after delivery of written notice to Subcontractor. OACHC may suspend or

terminate this Contract immediately after delivery of written notice to Subcontractor if OACHC

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discovers any illegal conduct on the part of Subcontractor; discovers a violation of §15 of this

Contract regarding Conflict of Interest and Ethics Laws; violation of §22 regarding a Drug Free

Workplace; is subject to a loss of funding as specified in §5; discovers that Subcontractor has

performed any services under this Contract outside the United States and is not in compliance

with Executive Order 2011-12K "Governing the Expenditure of Public Funds for Offshore

Services" in §20; or discovers or is notified that a petition in bankruptcy or similar proceeding

has been filed by or against Subcontractor. If at any time during the contractual period a

bankruptcy or similar proceeding has been filed by or against Subcontractor, Subcontractor shall

immediately notify OACHC of the filing.

a. Subcontractor to Cease Work and Other Contract Activities. Subcontractor, upon receipt

of notice of suspension or termination, shall cease work on the suspended or

terminated activities under this Contract, take all necessary or appropriate steps to limit

disbursements and minimize costs, and furnish a report, as of the date of receipt of

notice of suspension or termination describing the status of all work under this

Contract, including without limitation, results accomplished, conclusions resulting

therefrom, and such other matters as OACHC may require.

b. Determining Compensation after Contract Suspension or Termination. In the event of

suspension or termination under this Contract, Subcontractor shall be entitled to

compensation, upon submission of a proper invoice, for the work performed prior to

receipt of notice of termination or suspension, which shall be calculated by OACHC

based on the compensation rate set forth in Section 3, less any funds previously paid by

or on behalf of OACHC. In the case of services for which Subcontractor's compensation

is based upon a fixed fee per deliverable, compensation shall be based on a reasonable

percentage of the total services performed, as determined by OACHC, less any funds

previously paid by or on behalf of OACHC. OACHC shall not be liable for any further

claims, and the claims submitted by Subcontractor shall not exceed the total amount of

compensation allowed by this Contract.

13. Breach or Default.

a. Material Breach. Upon a material breach of the Contract under §20, OACHC may

unilaterally terminate this Contract without compensation to Subcontractor as a

material breach is understood by the Parties to be so significant that it has destroyed

the value of the Contract and, due to OACHC’s contractual commitments to ODH under

the ODH Contract, would result in OACHC’s complete loss of compensation from ODH.

b. Upon breach or default by Subcontractor of any of the provisions, obligations or duties

provided for in this Contract, OACHC may exercise all administrative, contractual,

equitable or legal remedies available, without limitation. The waiver of any occurrence

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of breach or default is not a waiver of subsequent occurrences, and OACHC retains the

right to exercise all remedies provided for in this Contract.

c. If OACHC or Subcontractor fails to perform an obligation or obligations under this

Contract and thereafter such failure is waived by the other party, such waiver shall be

limited to the particular failure so waived and shall not be deemed to waive other

failures hereunder.

d. A breach or default based upon Subcontractor's failure to comply with §20 Offshore

Outsourcing is subject to that section with regard to Contract termination, sanctions,

and damages.

14. Independent Contractor. No agency, employment, joint venture or partnership has been or will

be created between the Parties hereto pursuant to the terms and conditions of this Contract.

Inasmuch as OACHC is interested in Subcontractor's end product, OACHC does not control the

manner in which Subcontractor performs this Contract. OACHC is not liable for the workers'

compensation or unemployment compensation payments required by O.R.C. Chapters 4123 and

4141, respectively. In addition, Subcontractor assumes responsibility for tax liabilities that result

from compensation paid to Subcontractor by OACHC. OACHC will report any payment made

under this Contract to the Internal Revenue Service on Form 1099.

15. Conflict of Interest and Ethics Laws.

a. Neither Subcontractor nor any officer, member or employee of Subcontractor shall,

prior to the completion of such work and payment for such work, acquire any interest,

personal or otherwise, direct or indirect, which is incompatible or in conflict with or

would compromise in any manner or degree with the discharge and fulfillment of his or

her functions and responsibilities with respect to the carrying out of such work.

b. Subcontractor hereby covenants that Subcontractor, and any officer, member, or

employee of Subcontractor, have no interest, personal or otherwise, direct or indirect,

which is incompatible or in conflict with or would compromise in any manner or degree

with the discharge and fulfillment of his or her functions and responsibilities under this

Subcontract.

c. Subcontractor shall not promise or give to any OACHC employee anything of value that

is of such a character as to manifest a substantial and improper influence upon the

employee with respect to his or her duties.

d. Subcontractor hereby certifies compliance with the executive agency lobbying

requirements of O.R.C.121.60 to 121.69.

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e. Subcontractor hereby certifies and affirms that, as applicable to Subcontractor, no party

listed in Division (I) or (J) of O.R.C. 3517.13 or spouse of such party has made, as an

individual, within the two previous calendar years, one or more contributions in excess

of $1,000.00 (One Thousand Dollars) to the Governor or to his campaign committees. If

it is determined that Subcontractor's certification of this requirement is false or

misleading, notwithstanding any criminal or civil liabilities imposed by law,

Subcontractor shall return to OACHC all monies paid to Subcontractor under this

Contract. The provisions of this section shall survive the expiration or termination of this

Contract.

16. Nondiscrimination and Equal Employment Opportunity. In carrying out this Contract,

Subcontractor shall comply with all applicable State of Ohio and Federal laws relating to

nondiscrimination as those laws may be amended from time to time, including but not limited

to the following:

a. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the

basis of race, color or national origin; Executive Order 13166, Improving Access to

Services for Persons with Limited English Proficiency ("LEP"), which requires reasonable

steps to ensure that LEP persons have meaningful access to programs (see

www.lep.gov), and Health and Human Services ("HHS") implementing regulations at 45

CFR part 80.

b. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683,

and 1685-1686), which prohibits discrimination on the basis of sex, and HHS

implementing regulations at 45 CFR part 86.

c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which

prohibits discrimination on the basis of handicaps in the provision of benefits or services

as well as employment, and the HHS implementing regulations are codified at 45 CFR

parts 84 and 85.

d. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107), which

prohibits discrimination on the basis of age and the HHS implementing regulations

codified at 45 CFR part 91.

e. If grant funding is from the U.S. Department of Justice ("DOJ"), also comply with the

nondiscrimination provision of the Violence Against Women Act of 1994, as amended

(42 U.S.C. § 13925(b)(13)), which prohibits discrimination on the basis of race, color,

national origin, religion, sex, gender identity, sexual orientation, or disability in the

provision of services and employment practices; 28 C.F.R. pt. 42, subpt. C (the DOJ

regulations implementing Title IX of the Education Amendments of 1972); 28 C.F.R. pt.

42, subpt. G (the DOJ regulations implementing Section 504 of the Rehabilitation Act of

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1973); 28 C.F.R. pt.42, subpt. I (the DOJ regulations implementing the Age

Discrimination Act of 1975); 28C.F.R. pt. 38 (the DOJ regulations on the Equal Treatment

for Faith-Based Organizations); Ex. Order No. 13279 (Equal Protection of the Laws for

Faith-Based and Community Organizations); and Ex. Order No. 13559 (Fundamental

Principles and Policymaking Criteria for Partnerships with Faith-Based and Other

Neighborhood Organizations).

f. Prohibitions against retaliation against individuals for taking action or participating in an

action to secure rights provided in State and Federal laws relating to nondiscrimination.

17. "Sweatshop Free" Certification. Subcontractor hereby certifies that all facilities used for the

production of supplies or performance of services offered in this Contract is in compliance with

applicable domestic labor, employment, health and safety, environmental and building laws.

This certification applies to any and all suppliers and/or subcontractors used by Subcontractor in

furnishing the supplies or services pursuant to this Contract. If it is determined that

Subcontractor's certification of this requirement is false or misleading, then Subcontractor

understands that it shall be grounds for the termination of this Contract and may result in the

loss of other contracts, subcontracts, or grants with the State of Ohio.

18. Records. Documents and Information. All records, documents, writings or other information

produced or used by Subcontractor in the performance of this Contract shall be treated

according to the following terms:

a. All ODH information received by Subcontractor which, under the laws of the State of

Ohio, is classified as public or private will be treated as such by Subcontractor. Where

there is a question as to whether information is public or private, ODH shall make the

final determination. Subcontractor shall not use any information, systems, or records

made available to it for any purpose other than to fulfill the contractual duties specified

herein. Subcontractor agrees to be bound by the same standards of confidentiality that

apply to the employees of ODH and the State of Ohio. If at any time during the contract

period a proceeding has been filed by or against Subcontractor which would compel

disclosure of private information under this Contract, Subcontractor shall immediately

notify ODH of the filing. The terms of this section shall be included in any subcontracts

executed by Subcontractor for work under this Contract.

b. All proprietary information of OACHC shall be held to be strictly confidential by

Subcontractor. Proprietary information is information which, if made public, would put

OACHC at a disadvantage in the market place and trade of which OACHC is a part.

OACHC is responsible for notifying Subcontractor of the nature of the information prior

to its release to Subcontractor. If at any time during the contract period a proceeding

has been filed by or against Subcontractor which would compel disclosure of propriety

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information under this Contract, Subcontractor shall immediately notify OACHC of the

filing.

c. All proprietary information of Subcontractor shall be held to be strictly confidential by

OACHC. Proprietary information is information which, if made public, would put

Subcontractor at a disadvantage in the market place and trade of which Subcontractor is

a part. Subcontractor is responsible for notifying OACHC of the nature of the

information prior to its release to OACHC. If at any time during the contract period a

proceeding has been filed by or against OACHC which would compel disclosure of

propriety information under this Contract, OACHC shall immediately notify

Subcontractor of the filing.

d. All records relating to costs, work performed and supporting documentation for invoices

submitted to OACHC by Subcontractor shall be retained and made available by

Subcontractor for audit by OACHC or ODH (including, but not limited to, ODH, the

Auditor of the State of Ohio, the Ohio Inspector General or duly authorized law

enforcement officials) and agencies of the United States government for a minimum of

three years after payment for work performed under this Contract. If an audit, litigation,

or other action is initiated during this time period, Subcontractor shall retain such

records until the action is concluded and all issues resolved or the three years end,

whichever is later.

19. Disclosure of Personal Health Information. Subcontractor hereby agrees that the information

provided or made available by OACHC shall not be used or disclosed other than as permitted or

required by this Contract or as required by law. Subcontractor will establish and maintain

appropriate safeguards to prevent any use or disclosure of the information, other than as

provided for by this Contract. Subcontractor shall comply with 45 C.F.R.164.504 (e)(2)(ii).

Subcontractor shall immediately report to OACHC and ODH any discovery of use or disclosure of

information not provided for or allowed by the Contract. Subcontractor hereby agrees that

anytime information is provided or made available to any subcontractor or agent, Subcontractor

must enter into a subcontract with the subcontractor or agent that contains the same terms,

conditions, and restrictions on the use and disclosure of information as contained in this

Contract. Subcontractor must obtain OACHC and ODH approval prior to entering into such

agreements. Further, Subcontractor agrees to make available and provide right of access to an

individual of their protected health information when that protected health information is

obtained in the performance of Subcontractor's obligations under this Contract.

20. Offshore Outsourcing and Executive Order 2011-12K. Subcontractor affirms to have read and

understands Executive Order 2011-12K "Governing the Expenditure of Public Funds for Offshore

Services" (see http://www.qovernor.ohio.gov/Portals/O/pdf/executive0rders/E0%202011-

12K.pdf). Subcontractor shall perform no services required under this Contract outside of the

United States. Subcontractor also affirms, understands, and agrees to immediately notify

8

OACHC of any change or shift in the location(s) of services performed by Subcontractor or its

sub-Subcontractors under this Contract, and no services shall be changed or shifted to a

location(s) that is outside of the United States.

a. If Subcontractor or any of its subcontractors perform services under this Contract

outside of the United States, the performance of such services shall be treated as a

material breach of the Contract. OACHC is not obligated to pay and shall not pay for

such services. If Subcontractor or any of its subcontractors perform any such services,

Subcontractor shall immediately return to OACHC all funds paid for those services.

OACHC may also recover from Subcontractor all costs associated with any corrective

action OACHC or ODH may undertake, including but not limited to an audit or a risk

analysis, as a result of Subcontractor performing services outside the United States.

b. OACHC may, at any time after the breach, terminate the Contract, upon written notice

to Subcontractor. OACHC may recover all accounting, administrative, legal and other

expenses reasonably necessary for the preparation of the termination of the Contract

and costs associated with the acquisition of substitute services from a third party.

c. Subcontractor shall reimburse OACHC for any payments of damages, whether direct,

indirect, liquidated or otherwise, that OACHC is required to pay as a result of such

breach by Subcontractor.

d. OACHC, in its sole discretion, may provide written notice to Subcontractor of a breach

and permit Subcontractor to cure the breach. Such cure period shall be no longer than

fourteen (14) calendar days. During the cure period, OACHC may buy substitute services

from a third party and recover from Subcontractor any costs associated with acquiring

those substitute services.

e. Notwithstanding OACHC permitting a period of time to cure the breach or

Subcontractor's cure of the breach, OACHC does not waive any of its rights and

remedies provided OACHC in this Contract, including but not limited to recovery of

funds paid for services Subcontractor performed outside of the United States, costs

associated with corrective action, or liquidated damages.

21. Assignment. Subcontractor will not assign any of its rights nor delegate any of its duties and

responsibilities under this Contract without prior written consent of OACHC. Any assignment or

delegation not consented to may be deemed void by the OACHC.

22. Drug Free Workplace. Subcontractor shall comply with all applicable state and federal rules,

regulations and statutes pertaining to a drug free workplace. Subcontractor shall make a good

faith effort to ensure that all employees of Subcontractor do not purchase, transfer, use or

9

possess illegal drugs or alcohol or abuse prescription drugs in any way while working on state,

county, or municipal property.

23. Compliance.

a. Subcontractor affirmatively represents and warrants to OACHC that it is not subject to a

finding for recovery under O.R.C. 9.24 or that it has taken the appropriate remedial

steps required under O.R.C. 9.24 or otherwise qualifies under that section.

Subcontractor further affirmatively represents and warrants to OACHC that it is not

debarred or suspended from entering into state of Ohio contracts pursuant to

O.R.C.125.25 and is not subject to exclusion, disqualification or ineligibility as defined in

2 C.F.R.180.110. Subcontractor agrees that if this representation and warranty is

deemed false, the Contract will be void ab initio as between the Parties to this Contract,

and any funds paid by OACHC hereunder shall be immediately repaid to OACHC, or an

action for recovery may be immediately commenced by OACHC for the recovery of said

funds.

b. Subcontractor certifies that Subcontractor is not federally debarred from participating in

government contracts funded by federal money as described in 2 C.F.R. 180.220. If at

any time during the contractual period Subcontractor is federally debarred from

participating in government contracts funded by federal money, for whatever reason,

Subcontractor shall immediately notify OACHC of the debarment.

c. Subcontractor certifies that all approvals, licenses, registrations or other qualifications

necessary to conduct business where the services are performed have been obtained

and are operative. If at any time during the contractual period Subcontractor becomes

disqualified from conducting business in Ohio, for whatever reason, Subcontractor shall

immediately notify OACHC of the disqualification.

24. Limitation of Liability. Subcontractor agrees to accept and be responsible for the actions or

omissions of its agents, officers, and employees arising out of this Contract, and nothing in this

Contract shall be interpreted or construed to place any responsibility for professional acts or

omissions onto OACHC; and OACHC agrees to accept and be responsible for the actions or

omissions of its agents, officers, and employees arising out of this Contract, and nothing in this

Contract shall be interpreted or construed to place any such responsibility on the Subcontractor.

OACHC’s liability for damages, whether in contract or in tort, shall not exceed the Total Contract

Amount or the amount of direct damages incurred by Subcontractor, whichever is less, and is

the Subcontractor's sole and exclusive remedy for OACHC’s failure to perform its obligations

under this Contract. In no event shall OACHC be liable for any indirect or consequential

damages, including loss of profit, even if OACHC knew or should have known of the possibility of

such damages. Neither party is responsible to the other party for nonperformance or delay in

10

performance of the terms of this Contract due to acts of God, wars, riots, strikes, or other

causes beyond the control of the Parties.

25. Insurance. Subcontractor will provide, at its own expense, workers' compensation insurance, as

required by Ohio law or the laws of any other state where work under this Contract will be

performed. Subcontractor may be required to show proof of insurance upon request by OACHC.

Subcontractor also will provide for its employees performing work under this Contract

employer's liability insurance, and personal injury, bodily injury, and property damage liability

insurance, including automobile coverage with personal injury and bodily injury coverage in the

amount of at least $100,000.00 per person, $300,000.00 per occurrence.

26. Rights in Deliverables. Data and Copyrights. Any intellectual property or copyrightable materials

produced specifically for and as a deliverable under the terms of this Contract, including any

documents, data, photographs and negatives, electronic reports, records, software, source

code, or other media (any of the foregoing, the “Deliverables”), shall become the property of

OACHC, which shall have an unrestricted right to reproduce, distribute, modify, maintain, and

use the Deliverables. This section does not apply to any preexisting materials owned by

Subcontractor. Subcontractor shall not obtain copyright, patent, or other proprietary protection

for the work or Deliverables under this Contract. OACHC grants subcontractor an unlimited

license to use work and materials produced by Subcontractor under this Contract, including the

right to publish the results of any work performed under this Contract. In the event that the

contract funding source is federal funding, in whole or in part, such license is subject to the

royalty-free, non-exclusive and irrevocable license to such material retained by the United

States government. Further, the work must state: "This publication was made possible by Grant

Number [insert grant number] from [insert federal funding agency]. Its contents are solely the

responsibility of the authors and do not necessarily represent the official views of [insert federal

funding agency]." Subcontractor shall not include in any Deliverable or work any copyrighted

matter, unless the copyright owner gives prior written approval to use such copyrighted matter.

27. Construction. This Contract is governed, construed and enforced in accordance with the laws of

the State of Ohio. Further, the Ohio courts shall have jurisdiction over the subject matter and

the Parties hereto in connection with disputes concerning validity and enforcement of this

Contract. If any portion of this Contract is found to be unenforceable by operation of statute or

by administrative or judicial decision, the enforceability of the balance of this Contract shall not

be affected thereby, provided that the absence of the unenforceable provision does not render

impossible the performance of the remainder of this Contract.

28. Trafficking Victims Act. In carrying out this Contract, Subcontractor, its employees,

subcontractors and their employees shall comply with Section 106 (g) of the Trafficking Victims

Protection Act of 2000, as amended (22 USC 7104); and is now located at 2 CFR Part 175 during

the term of this Contract. Subcontractor must include this provision in its contracts and

subcontracts under this Contract. Subcontractor must inform OACHC immediately of any

11

information regarding violation of the foregoing. Subcontractor understands that its failure to

comply with this provision may subject OACHC to loss of federal funds. Subcontractor agrees to

compensate OACHC for any such funds lost due to its failure to comply with this condition, or

the failure of its subcontractors to comply with this condition.

29. Notices.

a. Form of Notice. All notices, requests, claims, demands and other communications

between the Parties shall be in writing.

b. Method of Notice. All notices shall be given (i) by delivery in person (ii) by a nationally

recognized next day courier service, (iii) by first class, registered or certified mail,

postage prepaid, or (iv) by electronic mail to the address of the Party as either Party

may specify in writing. The Parties acknowledge that change in authorized

representatives and their addresses are not substantive and a change shall be

recognized with proper notice.

c. Receipt of Notice. All notices shall be effective upon (i) receipt by the party to which

notice is given, or (ii) on the fifth (5th) day following mailing, whichever occurs first.

IN WITNESS WHEREOF, the Parties by signing below indicate their agreement to this Contact as of the

date first written above.

OACHC: SUBCONTRACTOR

Ohio Association of Community Health Centers, Ohio Academy of Family Physicians Foundation,

an Ohio non-profit corporation an Ohio non-profit corporation

By: Randy Runyon By:

Title: President & CEO Title:

Address: Address:

Ohio Association of Community Health Centers

Attn: Heather Porter

2109 Stella Ct.

Columbus, OH 43215

Upcoming Events 

May 31st HRSA Operational Site Visit Protocol Training – Quest Conference Center 

Last day to register is May 23rd! 

5.5 CME Credit Hours & 5.5 CPE Credit Hours available 

www.ohiochc.org/OSV 

June 7th OPCWI Annual Meeting – The Boat House, Columbus, Ohio 

4.25 CME Credit Hours available 

www.ohiochc.org/OPCWI18 

June 15th OACHC Board Meeting – OACHC Offices 

June 20‐21st PCMH 2017 Standards Bootcamp – Quest Conference Center 

7.75 CME Credit Hours available 

www.ohiochc.org/PCMH17 

July 12th NEW! Critical Skills for CHC Managers & Supervisors – Quest Conference Center 

Limited Seats Available! 

www.ohiochc.org/CHCManagers  

July 20th Executive Committee Meeting – OACHC Offices 

July 25th Tele‐town Hall Board Meeting Call 

August 12th‐18th National Health Canter Week 

September 27th‐28th Fall Operations Conference 

Speaker Abstracts Accepted through May 31st! 

www.ohiochc.org/conference  

November/December TBD UDS Training