How the Health Insurance Portability and Accountability Act (HIPAA) and Other Privacy Laws Affect Public Transportation Operations (2014)

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72 APPENDIX C—BUSINESS ASSOCIATE AGREEMENTS, GUIDES, NOTICES, POLICIES, PRACTICES, AND PROCEDURES PROVIDED BY TRANSIT AGENCIES File Source Document 1: Page 73 Department of Health and Human Services, Washington, DC Business Associate Agreement (sample with provisions highlighted) 2: Page 81 Dallas Area Rapid Transit ADA Paratransit Eligibility Certification Applications 3: Page 88 Greater Attleboro-Taunton Regional Transit Authority 3.a - GATRA Internal Operating Procedure 3.b. - Commonwealth of Massachusetts— Standard Contract Form 3.c - Human Service Transportation Broker Services (Amendment #9 to contract between GATRA and Executive Office Health Human Services) 4: Page 119 Greater New Haven Transit District 4.a - Authorization to Release Confidential Information 4.b - Physician or other Professional Information 4.c - Request for Professional Verification 5: Page 122 Kitsap Transit 5.a - Medical Verification Release Form 5.b - Notice of Privacy Practices 6: Page 124 Omnitrans, San Bernardino, CA Application for ADA Paratransit Service Certification 7: Page 134 Pierce Transit Notice of Privacy Practices 8: Page 138 Salem-Keizer Transit 8.a - Blanket Purchase Agreement 8.b - Provider Enrollment Agreement (Oregon Health Authority) 8.c - Subcontractor Agreement (sample) 9: Page 215 TriMet Transit Mobility Center 9.a - Application for TriMet Lift Service 9.b - Lift Eligibility Process Instructions

1 DEPARTMENT OF HEALTH AND HUMAN SERVICES SAMPLE BUSINESS ASSOCIATE AGREEMENT PROVISIONS (Published January 25, 2013) Introduction A “business associate” is a person or entity, other than a member of the workforce of a covered entity, who performs functions or activities on behalf of, or provides certain services to, a covered entity that involve access by the business associate to protected health information. A “business associate” also is a subcontractor that creates, receives, maintains, or transmits protected health information on behalf of another business associate. The HIPAA Rules generally require that covered entities and business associates enter into contracts with their business associates to ensure that the business associates will appropriately safeguard protected health information. The business associate contract also serves to clarify and limit, as appropriate, the permissible uses and disclosures of protected health information by the business associate, based on the relationship between the parties and the activities or services being performed by the business associate. A business associate may use or disclose protected health information only as permitted or required by its business associate contract or as required by law. A business associate is directly liable under the HIPAA Rules and subject to civil and, in some cases, criminal penalties for making uses and disclosures of protected health information that are not authorized by its contract or required by law. A business associate also is directly liable and subject to civil penalties for failing to safeguard electronic protected health information in accordance with the HIPAA Security Rule. A written contract between a covered entity and a business associate must: (1) establish the permitted and required uses and disclosures of protected health information by the business associate; (2) provide that the business associate will not use or further disclose the information other than as permitted or required by the contract or as required by law; (3) require the business associate to implement appropriate safeguards to prevent unauthorized use or disclosure of the information, including implementing requirements of the HIPAA Security Rule with regard to electronic protected health information; (4) require the business associate to report to the covered entity any use or disclosure of the information not provided for by its contract, including incidents that constitute breaches of unsecured protected health information; (5) require the business associate to disclose protected health information as specified in its contract to satisfy a covered entity’s obligation with respect to individuals' requests for copies of their protected health information, as well as make available protected health information for amendments (and incorporate any amendments, if required) and accountings; (6) to the extent the business associate is to carry out a covered entity’s obligation under the Privacy Rule, require the business associate to comply with the requirements applicable to the obligation; (7) require the business associate to make available to HHS its internal practices, books, and records relating to the use and disclosure of protected health information received from, or created or received by the business associate on behalf of, the covered entity for purposes of HHS determining the covered entity’s compliance with the HIPAA Privacy Rule; (8) at termination of the contract, if feasible, require the business associate to return or destroy all protected health information 73

2 received from, or created or received by the business associate on behalf of, the covered entity; (9) require the business associate to ensure that any subcontractors it may engage on its behalf that will have access to protected health information agree to the same restrictions and conditions that apply to the business associate with respect to such information; and (10) authorize termination of the contract by the covered entity if the business associate violates a material term of the contract. Contracts between business associates and business associates that are subcontractors are subject to these same requirements. This document includes sample business associate agreement provisions to help covered entities and business associates more easily comply with the business associate contract requirements. While these sample provisions are written for the purposes of the contract between a covered entity and its business associate, the language may be adapted for purposes of the contract between a business associate and subcontractor. This is only sample language and use of these sample provisions is not required for compliance with the HIPAA Rules. The language may be changed to more accurately reflect business arrangements between a covered entity and business associate or business associate and subcontractor. In addition, these or similar provisions may be incorporated into an agreement for the provision of services between a covered entity and business associate or business associate and subcontractor, or they may be incorporated into a separate business associate agreement. These provisions address only concepts and requirements set forth in the HIPAA Privacy, Security, Breach Notification, and Enforcement Rules, and alone may not be sufficient to result in a binding contract under State law. They do not include many formalities and substantive provisions that may be required or typically included in a valid contract. Reliance on this sample may not be sufficient for compliance with State law, and does not replace consultation with a lawyer or negotiations between the parties to the contract. Sample Business Associate Agreement Provisions Words or phrases contained in brackets are intended as either optional language or as instructions to the users of these sample provisions. Definitions Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. Specific definitions: 74

3 (a) Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean [Insert Name of Business Associate]. (b) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean [Insert Name of Covered Entity]. (c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Obligations and Activities of Business Associate Business Associate agrees to: (a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law; (b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement; (c) Report to covered entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware; [The parties may wish to add additional specificity regarding the breach notification obligations of the business associate, such as a stricter timeframe for the business associate to report a potential breach to the covered entity and/or whether the business associate will handle breach notifications to individuals, the HHS Office for Civil Rights (OCR), and potentially the media, on behalf of the covered entity.] (d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the business associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information; (e) Make available protected health information in a designated record set to the [Choose either “covered entity” or “individual or the individual’s designee”] as necessary to satisfy covered entity’s obligations under 45 CFR 164.524; [The parties may wish to add additional specificity regarding how the business associate will respond to a request for access that the business associate receives directly from the individual (such as whether and in what time and manner a business associate is to provide 75

4 the requested access or whether the business associate will forward the individual’s request to the covered entity to fulfill) and the timeframe for the business associate to provide the information to the covered entity.] (f) Make any amendment(s) to protected health information in a designated record set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526; [The parties may wish to add additional specificity regarding how the business associate will respond to a request for amendment that the business associate receives directly from the individual (such as whether and in what time and manner a business associate is to act on the request for amendment or whether the business associate will forward the individual’s request to the covered entity) and the timeframe for the business associate to incorporate any amendments to the information in the designated record set.] (g) Maintain and make available the information required to provide an accounting of disclosures to the [Choose either “covered entity” or “individual”] as necessary to satisfy covered entity’s obligations under 45 CFR 164.528; [The parties may wish to add additional specificity regarding how the business associate will respond to a request for an accounting of disclosures that the business associate receives directly from the individual (such as whether and in what time and manner the business associate is to provide the accounting of disclosures to the individual or whether the business associate will forward the request to the covered entity) and the timeframe for the business associate to provide information to the covered entity.] (h) To the extent the business associate is to carry out one or more of covered entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s); and (i) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules. Permitted Uses and Disclosures by Business Associate (a) Business associate may only use or disclose protected health information [Option 1 – Provide a specific list of permissible purposes.] [Option 2 – Reference an underlying service agreement, such as “as necessary to perform the services set forth in Service Agreement.”] [In addition to other permissible purposes, the parties should specify whether the business associate is authorized to use protected health information to de-identify the information in accordance with 45 CFR 164.514(a)-(c). The parties also may wish to specify the manner in 76

5 which the business associate will de-identify the information and the permitted uses and disclosures by the business associate of the de-identified information.] (b) Business associate may use or disclose protected health information as required by law. (c) Business associate agrees to make uses and disclosures and requests for protected health information [Option 1] consistent with covered entity’s minimum necessary policies and procedures. [Option 2] subject to the following minimum necessary requirements: [Include specific minimum necessary provisions that are consistent with the covered entity’s minimum necessary policies and procedures.] (d) Business associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity [if the Agreement permits the business associate to use or disclose protected health information for its own management and administration and legal responsibilities or for data aggregation services as set forth in optional provisions (e), (f), or (g) below, then add “, except for the specific uses and disclosures set forth below.”] (e) [Optional] Business associate may use protected health information for the proper management and administration of the business associate or to carry out the legal responsibilities of the business associate. (f) [Optional] Business associate may disclose protected health information for the proper management and administration of business associate or to carry out the legal responsibilities of the business associate, provided the disclosures are required by law, or business associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies business associate of any instances of which it is aware in which the confidentiality of the information has been breached. (g) [Optional] Business associate may provide data aggregation services relating to the health care operations of the covered entity. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions (a) [Optional] Covered entity shall notify business associate of any limitation(s) in the notice of privacy practices of covered entity under 45 CFR 164.520, to the extent that such limitation may affect business associate’s use or disclosure of protected health information. 77

6 (b) [Optional] Covered entity shall notify business associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect business associate’s use or disclosure of protected health information. (c) [Optional] Covered entity shall notify business associate of any restriction on the use or disclosure of protected health information that covered entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect business associate’s use or disclosure of protected health information. Permissible Requests by Covered Entity [Optional] Covered entity shall not request business associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity. [Include an exception if the business associate will use or disclose protected health information for, and the agreement includes provisions for, data aggregation or management and administration and legal responsibilities of the business associate.] Term and Termination (a) Term. The Term of this Agreement shall be effective as of [Insert effective date], and shall terminate on [Insert termination date or event] or on the date covered entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. (b) Termination for Cause. Business associate authorizes termination of this Agreement by covered entity, if covered entity determines business associate has violated a material term of the Agreement [and business associate has not cured the breach or ended the violation within the time specified by covered entity]. [Bracketed language may be added if the covered entity wishes to provide the business associate with an opportunity to cure a violation or breach of the contract before termination for cause.] (c) Obligations of Business Associate Upon Termination. [Option 1 – if the business associate is to return or destroy all protected health information upon termination of the agreement] Upon termination of this Agreement for any reason, business associate shall return to covered entity [or, if agreed to by covered entity, destroy] all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information. [Option 2—if the agreement authorizes the business associate to use or disclose protected health information for its own management and administration or to carry out its legal 78

7 responsibilities and the business associate needs to retain protected health information for such purposes after termination of the agreement] Upon termination of this Agreement for any reason, business associate, with respect to protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, shall: 1. 1. Retain only that protected health information which is necessary for business associate to continue its proper management and administration or to carry out its legal responsibilities; 2. Return to covered entity [or, if agreed to by covered entity, destroy] the remaining protected health information that the business associate still maintains in any form; 3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information; 4. Not use or disclose the protected health information retained by business associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at [Insert section number related to paragraphs (e) and (f) above under “Permitted Uses and Disclosures By Business Associate”] which applied prior to termination; and 5. Return to covered entity [or, if agreed to by covered entity, destroy] the protected health information retained by business associate when it is no longer needed by business associate for its proper management and administration or to carry out its legal responsibilities. [The agreement also could provide that the business associate will transmit the protected health information to another business associate of the covered entity at termination, and/or could add terms regarding a business associate’s obligations to obtain or ensure the destruction of protected health information created, received, or maintained by subcontractors.] (d) Survival. The obligations of business associate under this Section shall survive the termination of this Agreement. Miscellaneous [Optional] (a) [Optional] Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended. (b) [Optional] Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. 79

8 (c) [Optional] Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. 80

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TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 1 CONTRACT NO. ______________________ BLANKET PURCHASE AGREEMENT PART I General Program Description This Blanket Purchase Agreement (BPA) between Salem Area Mass Transit District ("BROKER") and the undersigned ("CONTRACTOR") has been established to provide non-emergency transportation for Medicaid and OHP PLUS recipients to and from Medicaid covered medical services in the Service Area as defined in Part I, Section 3. 1. Program Definition Medicaid and Oregon Health Plan Plus (OHP PLUS) transportation services to be provided under this BPA are designed to transport Medicaid and OHP PLUS eligible persons of all ages (and their personal assistants, for those with limited physical mobility) to and from approved medical services (variously, a "Trip" or a "Transport") so such services will be accessible to eligible individuals who have no other means of transportation or are unable to use existing transportation. The program, and the provision of Transport services, is variously referred to herein as "TRIPLINK". 2. Target Population The target population for transportation services to be provided under this BPA is Medicaid and OHP Plus eligible persons of all ages who need transportation to approved medical services who have no other transportation resources available to them or cannot access existing public transportation ("Clients"). 3. Service Area Clients residing in any part of Marion, Polk and Yamhill counties are eligible for Trips. At BROKER’s direction, Services may also be assigned to be provided to Clients from outside the tri-county area who are receiving medical care in the tri-county area and Trips may be also authorized to and from medical care destinations outside the tri-county area. 4. Types of Transportation This BPA covers five types of transportation: a) Van transportation including wheelchair lift-equipped vans; b) Sedan service; c) Stretcher car service; d) Secure transport; e) DHS- Volunteer transportation 5. Brokerage Management BROKER provides overall management of TRIPLINK for the tri-county area. BROKER screens telephone requests for transportation assistance to determine whether those individuals requesting services are eligible to receive medical and OHP Plus transportation services. If eligible, the BROKER may arrange for and assign Transport by Contractor pursuant to this BPA. 6. Hours of Operation All TripLink trips assigned Monday through Friday from 6:00 AM to 6:00 PM shall be considered normal hours of operation. All TripLink trips assigned outside of these days and hours shall be considered after-hours trips. Contractors choosing to provide after-hours transportation services may charge an additional fee for this service if the Contractor’s properly submitted rate sheet 138

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 2 provides for the amount of the additional fee. After-hours rates can only be paid for transportation occurring from 6:01 PM to 5:59 AM daily, all day Saturday and Sunday and on New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day. 7. Contractor Responsibilities Contractor is responsible for meeting the provisions of this BPA. Contractor must provide BROKER with documentation of Contractor's minimum company service and safety standards prior to entering into this BPA, and such standards must have been approved by BROKER. Contractor must adopt, and at all times maintain in effect without modification, conform to and comply with, Contractor's policies and procedures for safety and service standards, which have been approved by BROKER ("Contractor's Transportation Standards"). An example of a policy and procedure for service and safety standards acceptable to BROKER is available upon request. In addition, Contractor must comply with the requirements set forth in Exhibit A, Part 4 of the Division of Medical Assistance Program agreement between the State of Oregon and BROKER, the terms of which are incorporated by reference herein. Without limiting the other terms and conditions of this BPA, Contractor agrees to the following: LEGAL COMPLIANCE 7.1. Contractor will be in compliance with all local, state and federal drug and alcohol testing requirements as applicable. 7.2. Contractor must not be the subject of sanction, suspension, debarment or other administrative action by the Federal Government or the State of Oregon including the Division of Medical Assistance Programs (DMAP). 7.3. BROKER reserves the right to conduct a review or audit of Contractor's compliance with this BPA, including inspection of vehicles, at any time throughout the term of this BPA. Contractor also agrees that authorized representatives of the State of Oregon, including the Oregon Secretary of State, shall be permitted access to Contractor’s books, records, vehicles and facilities to conduct audits and investigations. Such inspections may either be conducted at the Contractor's facility or other agreed upon location. Contractor shall make its books, records, vehicles, facilities and other property or information available for inspection at no cost to BROKER. Any review, audit or inspection is solely for BROKER's own purpose and shall in no way diminish the sole responsibility of the Contractor to comply with the terms and conditions of this BPA. Neither the performance of any such audit, review or inspection, nor the failure to perform any such audit, review or inspection, shall in any way impose any liability on BROKER or alter the liability of Contractor hereunder. VEHICLES AND EQUIPMENT 7.4. All wheelchair securement systems shall accommodate forward facing wheelchairs. In addition, to the extent practical, all non wheelchairs seating (ambulatory seating) shall be forward facing. Ramp and lift platforms shall have a clear and usable platform surface with a minimum width of 32 inches measured from between 2 and 30 inches above the platform surface. All other ADA vehicle specifications shall apply. Wheelchair vehicles shall, at a minimum, fully comply with all ADA requirements. All wheelchair vehicles with hydraulic lifts must have the lift inspected and maintained every six months by a certified lift mechanic. Proof of inspection and maintenance must be supplied to the BROKER by July 1 and January 1 each year. 7.5. All Trip assignments and billing for brokerage transportation services are done via computer linkup with the program. Contractor must have computer equipment capable of receiving Trip assignments from BROKER. 7.6. All vehicles involved in an auto accident or theft must be reinspected and recertified to be eligible for TRIPLINK service. 7.7. Contractors must assure the comfort and safety of Clients by proper maintenance of their vehicles. Contractors must have all vehicles operating under contract inspected and certified safe by an ASE 139

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 3 certified mechanic annually. Inspection must include checking fluid levels, belts/hoses, cooling system, battery, emission, filters, air conditioning, steering, suspension, brakes, exhaust system, fluid leakage, and visual inspection of vehicle exterior. Proof of inspection must be supplied to the BROKER by July 1 of each contract year. RECORDS AND REPORTING 7.8. Contractor and drivers shall collect all data required or reasonably requested by BROKER, in such form as BROKER may require from time to time. 7.9. Contractor shall provide to BROKER on a monthly basis, an accurate list of drivers eligible for BROKER Trip assignments. 7.10. BROKER shall be informed at the earliest possible time, and in no case later than the next working day, in the event that a 911 call is made to refer a Client for emergency transportation by calling 911. 7.11. Contractor shall report suspected fraudulent use of transportation services to BROKER. 7.12. Contractor shall promptly report any failure by Contractor or its employees or agents to comply with Contractor's Transportation Standards for covered services with an explanation of the causes of the failure and corrective actions taken. 7.13. Contractor shall notify BROKER at the earliest possible time and in no event later than the next working day, of any and all accidents, incidents or deviations from the reasonable direct route related to transporting a Client, including date, vehicle, driver, description of the incident, and names of all parties involved. BROKER should be notified immediately of any accident or incident that affects the Client's arrival time or the Client's destination or is related to the Client’s health or well- being or relates in any way to a Client complaint. Copies of motor vehicle and law enforcement reports shall be provided to BROKER. 7.14. Contractor shall notify BROKER immediately by telephone or email upon any no show passengers at the scheduled pick-up time. Contractor is required to leave no show door hanger (provided by BROKER) at the Clients pick up location and attach a copy to the manifest for the day on which the no show occurred. 7.15. Contractor shall maintain all documentation as required in the Oregon Administrative Rules for Medical Transportation Services. Documentation shall include the following: Client Name Date Client ID Number Time of Trip Pick up Point Trip Number Destination Ride Cost Driver Identification Pick up time Passenger miles Vehicle miles QUALITY OF SERVICE 7.16. Service will be provided in accordance with this BPA and Contractor's Transportation Standards. Billings will only be submitted for Trips specifically indicated on the manifest authorized by BROKER. Provider shall insure that no unauthorized passengers are transported while engaged in providing any Trip under this BPA without BROKER’s express permission. Providers may allow employee ride along as a training exercise, but only when pre-approved by the BROKER. Employees in training may not be left alone with a Client. Providers shall not engage in transport of Clients with additional passengers on board that have not been previously authorized, such as relatives, friends or children while participating in the TRIPLINK program. 7.17. Contractor shall not make any changes to the Trips as authorized including, but not limited to, any changes resulting in (1) combined or shared Trips or (2) indirect routes of any kind. If a change is 140

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 4 needed the Contractor must receive prior approval for such change from the brokerage. Trips not provided as authorized will not be reimbursed. One or more incidents of the Contractor changing the authorized Trip may result in suspension or termination of this BPA in BROKER’s sole discretion. Contractor shall not make any changes to Trips within the company manifest for convenience or scheduling conflicts. Changes may be made if BROKER is notified when the change occurs and approves the change. 7.18. Contractor shall cooperate with BROKER in every effort to minimize Client time on board the vehicle. 7.19. Average Client wait time for pick up or delivery for pre-scheduled transportation shall not exceed 30 minutes. A Contractor who is more than 30 minutes late for a pick up or who misses a pick up shall immediately report to BROKER with an explanation as to why the trip was missed or late. 7.20. Contractor shall not change the pick-up or drop-off times or negotiate pick-up and drop-off times with Medicaid and OHP Plus recipients. Clients shall be referred to BROKER if they require additional transportation or if a change in the authorized Trip is desired or needed. All requests for Medicaid eligible transportation received directly by the Contractor must be referred to BROKER. 7.21. One or more late or missed Trips as determined by BROKER are considered grounds for termination or suspension of this BPA under BROKERS sole discretion. Unusual weather or unusual traffic conditions affecting all vehicular traffic which prevent the Contractor from meeting the scheduled pick up time shall not constitute non-compliance. 7.22. Contractor must respond to all complaints and incidents within 5 days of receipt of notice of the same. Responses must be in written form and returned to BROKER. Contractors not responding within the 5 days may lose Trip assignments and may be suspended from TripLink service. 7.23 Contractor shall not agree to provide a Trip unless it is reasonably certain that the means to do so are available to the Contractor. If the Contractor is unable to provide a Trip assigned to it by BROKER, the Contractor shall notify BROKER immediately. BROKER staff will reassess the Trip and reassign it as appropriate. Contractor must notify BROKER in writing at least 2-business days in advance of any vehicles being pulled from service. Contractors must respond to an assignment of a next day Trip by 5:30 PM on the day prior to the date of the Trip. If Contractor does not call BROKER by the 5:30 PM deadline, Contractor shall be deemed to have accepted the assigned Trip. Contractors who “throw back” Trips may lose Trip assignments and may be suspended from TripLink service. A “throw back” is a Trip that has been deemed accepted by Contractor that is turned back to the BROKER for any reason not expressly permitted under this Agreement. 7.24. Contractors who have accepted Trips and then not provided the Trips for any reason, other than a reason expressly permitted under this Agreement, may be subject to suspension or termination of this BPA in the BROKER’s sole discretion. DRIVERS 7.25. Drivers must have been driving a minimum of five years to be eligible to drive for TripLink. As required by applicable State and Federal law, fingerprint background records check and DMV record check will be required for each driver available for or providing services under this BPA. Drivers shall be pre-qualified by Contractor prior to performing services under this BPA. Contractor will provide a prior certification form (attached) for submittal to BROKER verifying Contractor pre- qualification prior to BROKER processing driver personal history information, fingerprint criminal background checks and Department of Motor Vehicle checks. Fingerprint criminal background checks will be processed in accordance with the procedures outlined in Attachment A, which is incorporated herein by reference. Driver must have a good driving record as reported on a 10-year court certified driving record printout from the Dept. of Motor Vehicles (DMV). It will be the Contractor’s responsibility to provide an original 10-year court certified, DMV 10-year driving record printout (original & no older than 30 days) to be submitted to BROKER at the time of fingerprinting. If the driver has resided in Oregon less than five (5) years, Contractor is responsible for providing BROKER with a court certified copy of the driver's driving record from every state of residence in the 141

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 5 past five (5) years. BROKER will notify the Contractor in writing of the driver’s status. No driver will qualify to provide BROKER service without BROKER’s written determination that the driver qualifies under the terms and conditions of this BPA. Drivers shall have no criminal convictions or matters disclosed by DMV, which may, in the sole judgment of BROKER, render the driver unsuitable or unfit for employment in a position that is responsible for providing transportation services to Clients. BROKER’s review of the qualification of drivers shall in no way create liability in BROKER or relieve Contractor of its sole responsibility for proper selection, training and supervision of its drivers. 7.26. Any fines, penalties, violations, citations or other sanctions incurred in connection with Contractor's activities, including without limitation the operation of any vehicle, parking violations, or others shall be the sole responsibility of the Contractor. Contractor shall indemnify and hold BROKER harmless for, from and against any fines, penalties, violations, citations or other sanctions imposed on account of Contractor's activities or the operation of any vehicle, and any expense incurred as a consequence thereof. 7.27. No Driver shall solicit or accept gratuities or any other money or favors from Clients or from Trip passengers. 7.28. Drivers may not perform service while consuming or under the influence of alcohol or drugs. Contractor must immediately refer drivers suspected of being under the influence of alcohol or drugs for testing at the Contractor’s expense. Refusal to test or positive test results will disqualify a driver for BROKER service. 8. Contractor Representations Contractor represents and warrants as follows: 18.1. Organization and Authority. Contractor is duly organized and validly existing under the laws of the State of Oregon. Contractor has full power, authority and legal right to enter into this Agreement and to incur and perform its obligations hereunder; 18.2. Due Authorization. The making and performance by Contractor of this Agreement (1) have been duly authorized by all necessary action by Contractor and (2) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency or any provision of Contractor’s charter or other organizational document and (3) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which Contractor is a party or by which Contractor may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any other governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by Contractor of this Agreement; 18.3. Binding Obligation. This Agreement has been duly executed and delivered by Contractor and constitutes a legal, valid and binding obligation of Contractor, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally; 18.4. 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; 18.5. Contractor shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the services under this BPA; and 18.6. Contractor prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. 9. BROKER Representations BROKER represents and warrants as follows: 142

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 6 18.7. Organization and Authority. BROKER is a political subdivision of the State of Oregon duly organized and validly existing under the laws of the State of Oregon. BROKER has full power, authority and legal right to enter into this Agreement and to incur and perform its obligations hereunder; 18.8. Due Authorization. The making and performance by BROKER of this Agreement (1) have been duly authorized by all necessary action and (2) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency and (3) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which BROKER is a party or by which BROKER may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by BROKER of this Agreement. 18.9. Binding Obligation. This Agreement has been duly executed and delivered by BROKER and constitutes a legal, valid and binding obligation of BROKER, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally. 19. The warranties set forth in this BPA are in addition to, and not in lieu of, any other warranties. 143

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 7 PART II General Provisions 1. Description of Agreement This Blanket Purchase Agreement (BPA) is for the purchase of transportation for Medicaid and OHP PLUS recipients ("Clients") to and from covered medical services (a "Trip") in the Service Area as described in Part I, Section 3. Purchase of the services required by this BPA shall be made, if and when BROKER's Project Manager, or his/her designee, authorizes Contractor to provide a Trip under this BPA. The terms of this BPA are incorporated by reference into and shall govern each authorization made for Contractor to provide a Trip under the scope of this BPA. This BPA may not be modified or any provision waived unless in writing signed by the parties. This is not an exclusive agreement. BROKER does not warrant or guarantee a minimum or maximum amount of authorized Trips, or that any Contractor will receive any particular number of authorizations to provide Trips under this BPA. 2. Extent of Obligation BROKER is obligated to pay only for Trips which are properly authorized under this BPA and which Contractor properly performs as required under this BPA. 3. Agreement Term The term of this BPA shall be from April 1, 2012 through June 30, 2013, unless terminated earlier in accordance with this BPA. 4. Non Exclusive Agreement This BPA is non-exclusive. BROKER may in its sole discretion select, contract with, and assign additional carrier(s) to perform any portion of the transportation of Clients. BROKER does not warrant or guarantee a minimum or maximum amount of service or that any Contractor will receive any amount of service. 5. Rate Sheets The Contractor shall complete the rate sheet in the form set forth in Part III or such other form as may be provided, from time to time, by BROKER. These forms shall be completed to the satisfaction of BROKER. Any change in rates or hours of operation will become effective only beginning on the first day of each month and only if the new rates or hours of operation are submitted in writing and received by BROKER not later than 5:00 PM on the 15th day of the month prior to the first day of the next month. For example, for a rate change to be effective on January 1 the new rate must be received by December 15. BROKER will solicit and accept a day or shuttle rate (herein referred to as shuttle rate) from Contractor. Submission of a shuttle rate is optional for Contractor but must be submitted in the Contractor’s rate sheet to be effective. The shuttle rate allows BROKER to assign unlimited trips and mileage to a vehicle for one day, both inside and outside the three county service area. The shuttle rate is inclusive of all mileage, wait time and any other cost factors. Shuttles operate from 6AM to 6PM. Contractor is allowed to add its published after hours rates to Clients picked up before 6AM or dropped off after 6PM. 6. Pricing Contractors can set their own prices subject to the limitations, terms and conditions of this BPA including, without limitation, the following limitations: 144

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 8 6.1. No payment will be made for duplicate mileage. When two Clients are transported at the same time (Shared Trip), only one mileage charge will be allowed. Shared Trip rates may not exceed the base pick-up rate set forth in the Contractor’s rate sheet in effect at the time of the Trip. 6.2. Waiting time (any delay in transit after passenger pick up) may be paid only in the case of a medical interval in route (vomiting, nausea, or other medically necessary episode) or as authorized by BROKER. 6.3. No repair fee for vehicles damaged by Clients during transport is allowed. 6.4. No cleanup fee for vehicles is allowed. 6.5. Charges for assistance, wait time (including time before or after passenger pick up or delivery, time before hire, and time after hire but before arrival at pick up point or after arrival at delivery point) or assistance after the Client exits the vehicle are not allowed. 6.6. No additional charge may be made for one escort or attendant accompanying the Client. 6.7. The prices offered to BROKER shall be no higher than those charged to the general public for the same service. 6.8. No payment will be made for no-show or late cancel trips. 6.9. Trips to and from outside the tri-county area may be offered to Contractor on a case by case “bid” basis. Bid trips will be paid only in the amount of a bid offered by Contractor and accepted by BROKER. Payment in excess of bid amount will not be allowed except as preauthorized by BROKER. 7. Purchase Limitations 7.1 No individual Trip under this BPA shall exceed a charge of $1500. 7.2 All Trips must receive prior authorization by BROKER. 7.3 After-hours Trips must be authorized in advance by BROKER. Authorization for after-hours Trips will be determined by BROKER. No authorization or payment will be made for after-hours claims submitted more than 72 hours after the service was provided. 8. Reimbursement 8.1. BROKER will only pay for the most cost-effective and reasonably direct route from point of origin to the destination. 8.2. Payment will be made only when transport of a Client with medical encounter data has occurred. 8.3. Payment will not be made when Contractor fails to get Client to the scheduled appointment on- time resulting in a failure to be seen by the medical provider. 8.4. Payment is based on the condition that the service provided is reimbursable under Medical Assistance Program between the State of Oregon and BROKER and the Medicaid and Oregon Health Plan (Title XIX) program. 8.5. Payment will be at the lesser of the amount charged the general public or the contracted rate pursuant to Contractor’s rate sheet in effect at the time the service is provided. 145

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 9 8.6. Payment by SAMTD is considered to be payment in full of all services provided by Contractor under this BPA through the date of Contractor's invoice. Contractor shall not bill Clients for any service provided under this BPA. 9. Billing 9.1. Contractor will submit weekly invoices to BROKER for Contractor’s charges for services performed during the preceding week under this BPA. Invoicing shall be performed using BROKER’s billing system. Required information includes: (1) Trip authorization number; (2) Client name; (3) Mode of transportation; (4) Date and time of transport; (5) Pick-up and drop off locations; (6) Trip charge; (7) Driver name; (8) Vehicle identification; (9) Other data as may be required by the billing software system. 9.2 Any inappropriate billing for services provided under this BPA shall be deemed a material breach and Contractor will be subject to immediate suspension or termination for cause in BROKER’s sole discretion. Inappropriate billing practices include, but are not limited to, the following: (1) Over billing for transportation services. (2) Billing for individual Trips where group or Shared Trips were provided. (3) Billing for services not provided. (4) Billing Medicare for services provided under this BPA. (5) Billing a Client for services provided under this BPA 9.3 Payment for services under this BPA shall be made only for Trips authorized by BROKER. BROKER shall pay Contractor within thirty (30) days after SAMTD's Business Services Division receives approval to pay the invoice from the Project Manager for Trips authorized as provided in this BPA. All billings for services under this BPA shall be forwarded to BROKER no later than 10 days following provision of service. BROKER will not pay for services billed more than 10 days after provision of service. 9.4 If audit or billing review by BROKER identifies over billing or other excessive charges, Contractor shall immediately reimburse the amount of the overpayment (without limitation of BROKER’s other rights and remedies, including, but not limited to, BROKER’s right to terminate or suspend Contractor). Audit and review may take place anytime after payment for services has been made. 10. Insurance 10.1 During the term of this BPA, Contractor shall purchase and maintain all insurance required by this BPA. Policies shall be purchased only from companies that are authorized to do business in Oregon. Contractor shall furnish acceptable certificates of insurance to BROKER prior to commencement of any contract work. Contractor shall indemnify BROKER for, from and against any loss, liability or damages that BROKER may incur due to Contractor 's failure to purchase or maintain any required insurance. 10.2 Contractor shall pay all premiums and deductibles to provide the following: (1) Assurance that any and all subject workers of Contractor will receive compensation for compensable injuries by providing evidence of either: (a) workers' compensation insurance coverage; (b) self- insurance in compliance with law; or (c) a policy 146

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 10 providing coverage in the event a worker is determined to be a subject worker of Contractor ("if any" coverage). (2) Broad form comprehensive general liability coverage, $1,000,000.00 combined single limit bodily injury, property damage and employer’s liability. (3) Automobile bodily injury and property damage liability insurance covering all motor vehicles, whether owned, non-owned, leased, or hired, with not less than the following limits: a) Bodily injury: $1,000,000.00 per person; $1,000,000.00 per occurrence. b) Property damage: $1,000,000.00 per occurrence. c) Uninsured motorist: $1,000,000.00 per occurrence. 10.3 The insurance required under this Section shall: (1) Include the State of Oregon, Oregon Department of Human Services, Division of Medical Assistance, Oregon Health Authority, BROKER and their directors, officers, representatives, agents, and employees as additional insured’s with respect to work or operations connected with this BPA. (2) Require the insurer to give BROKER not less than thirty (30) days notice prior to termination or cancellation of coverage or any change or modification of coverage; and (3) Include an endorsement providing that the insurance is primary insurance and that no insurance that may be provided by BROKER may be required to contribute to payment for a loss. 10.4. In the event of any limitation, cancellation or restriction of Contractor’s insurance coverage required herein, Contractor shall notify BROKER orally and in writing within 3 days of notification by the insurance company to the Contractor. 10.5. Contractor and its subcontractors shall be solely responsible for damage to their own equipment. 11. Contractor’s Status and General Responsibilities 11.1. The parties agree and acknowledge that their relationship is that of independent contracting parties and that Contractor is not an officer, employee, or agent, as those terms are used in ORS 30.265 or otherwise, of BROKER or of the State of Oregon. Contractor shall inform BROKER of Contractor's Federal Internal Revenue Service Employer Identification Number, or, if Contractor is an individual with no employer identification number, Contractor's Social Security Number. 11.2. Contractor is responsible for all benefit program contributions for its employees and subcontractors, agents and officers that arise out of or under this BPA. These programs may include, but are not limited to: Federal Social Security, Unemployment Insurance, Workers Compensation, and Public Employees' Retirement System. 11.3. Contractor shall provide and pay for all labor, materials, equipment, utilities, and other goods or services necessary for full contract performance unless this BPA specifically provides otherwise. Contractor shall supervise and direct performance of its activities using its best skill, and shall be responsible for selecting the means of performance. If, during or after the term of this BPA, Contractor learns of any actual or potential defect in the services provided under this BPA, or any problem associated with the results of performance, or of any nonconformance with a provision of this BPA or of federal, state, or local law, Contractor shall inform BROKER at 147

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 11 the earliest possible time (and in no event later than the next day) in writing with a full description of the defect, problems, or nonconformance. Failure to so notify BROKER will be deemed a material breach of this BPA and will subject Contractor to immediate suspension or termination for default in BROKER’s sole discretion. 12. Notices and Communications All notices and other communications concerning this BPA shall be written in English and shall bear the number assigned to this BPA by BROKER. Notices and other communications may be delivered personally, by telegram, or by regular, certified, or registered mail 13. Assignment and Delegation Contractor shall not assign or transfer its interest in this Agreement without prior written approval of BROKER. Any such assignment or transfer, if approved, is subject to such conditions and provisions as BROKER may deem necessary. No approval by BROKER of any assignment or transfer of interest shall be deemed to create any obligation of BROKER in addition to those set forth in the Agreement. Subject to the foregoing limitation, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 14. Indemnification Contractor shall indemnify, hold harmless, reimburse and defend BROKER and its representatives, officers, directors, and employees for, from and against any loss or claim made by third parties including but not limited to legal fees and costs of defending actions or suits, resulting directly or indirectly from Contractor 's performance or nonperformance of this BPA, or where the loss or claim is attributable to the negligence or other fault of Contractor, its employees, representatives, or subcontractors. Contractor 's obligation under this Section shall survive the termination of this BPA. Approval by BROKER of insurance contracts required under this BPA shall not reduce or relieve Contractor or its subcontractors, if any, of liability under this BPA. 15. Safety Contractor shall implement and enforce the Contractor's Transportation Standards. 16. Subcontract Provisions Contractors shall not subcontract, by lease agreement or otherwise, or assign this BPA or any of Contractor’s obligations under this BPA without the prior written consent of BROKER, which may be withheld in BROKER’s sole discretion. BROKER may condition its consent on terms and conditions, including without limitation the condition that Contractor shall include acceptable provisions in any subcontract to make all of the provisions of this BPA fully effective and directly enforceable against the subcontractor, without releasing Contractor from any obligation. Contractor shall provide all necessary plans, specifications, and instructions to any suppliers and subcontractors to enable them to properly perform their work. 17. Convict Labor Contractor shall not employ any individual in performance of this BPA who is an inmate of a penal or correctional institution. 18. Termination 18.1 For Convenience. This BPA may be terminated for BROKER’s convenience upon 30 days notice in writing, and delivered by certified mail or in person. Contractor shall be compensated for all services performed under this BPA up to the effective termination date, minus any offsets by BROKER for overpayments or any other costs or damages suffered by 148

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 12 BROKER. Any such termination of this BPA shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. 18.2 For Cause. BROKER may immediately terminate this BPA as to any Contractor(s) for cause upon written notice to Contractor(s). A termination for cause may occur for any reason deemed sufficient by BROKER in its discretion, including, but not limited to, the following: (1) one or more breaches of this BPA deemed material by BROKER in its sole discretion; (2) MULTIPLE late or missed trips as determined by BROKER; or (3) any single or multiple failure by Contractor to comply with any of the Contractor's Transportation Standards in BROKER’s sole discretion. Unless otherwise stated by BROKER at the time of termination or thereafter, termination shall mean that Contractor and its principals shall not reapply for services under this BPA. 18.3 Upon termination of this BPA for convenience or default, Contractor shall bill all outstanding Trip charges not later than fourteen (14) days following notice of termination. 19. Non-Waiver of Suspension/Termination Rights. BROKER’s failure to suspend or terminate Contractor for past violations of this BPA, including without limitations any of the Contractor's Transportation Standards, shall in no way waive, limit or abrogate BROKER’s right in its sole discretion to suspend or terminate Contractor for such a past or subsequent violation or violations. Similarly, BROKER’s limited degree or duration of a suspension or termination of Contractor for past violations of this BPA, including any of the Contractor's Transportation Standards, shall in no way waive, limit or abrogate the degree or duration of suspension or termination that BROKER in its sole discretion may issue for any future violation or violations. 20. In addition to and without limitation of BROKER's remedies available under applicable law (including damages or injunctive relief, of both) or available under this BPA, any one or more violations of any of the requirements in this BPA as determined by BROKER may be grounds for termination or suspension of Contractor in BROKER’s sole discretion. 21. Suspension BROKER, at its sole discretion, may discontinue Trip assignment or suspend the BPA at any time and for any length of time pending investigation of any concerns about service provision or contract compliance under this BPA. Service may be reinstated upon BROKER’s sole discretion once the terms and conditions of the BPA are being followed or service delivery concerns are resolved to BROKER’s satisfaction. 22. Effective Date and Duration The termination of this BPA or the expiration of the term of this BPA shall not extinguish either party’s right to enforce this BPA with respect to any default or defect in performance that has not been cured. 23. Government Employment Status The funds to pay the Contractor will be charged against federal funds. Contractor certifies that it is not currently employed by the Federal Government for the work being performed under this BPA. 24. Dual Payment Contractor shall not be compensated for work performed under this BPA by any other Department or Agency of the State of Oregon or the Federal Government. 25. Access to Records 25.1 Contractor shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of 149

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 13 Contractor, whether in paper, electronic or other form, that are pertinent to this Agreement in such a manner as to clearly document Contractor's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as “Records.” Contractor acknowledges and agrees that BROKER, OHA and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. Contractor shall maintain Records in accordance with the records retention schedules set forth in OAR Chapter 166. 25.2 All records, reports, data documents, systems and concepts, whether in the form of writings, figures, graphs, or models which are prepared or developed in connection with this BPA shall become public property. 26. Compliance with Applicable Law Contractor will secure and at all times maintain in good standing all licenses, permits and certificates required by each applicable governmental authority having jurisdiction over Contractor's activities. Contractor will at all times comply with all applicable laws, regulations and ordinances of each governmental authority having jurisdiction., Without limiting the generality of the foregoing, Contractor will comply with all applicable local, state, and federal transportation safety standards regarding passenger safety and comfort; proper equipment; accessibility; maintenance; seat belts and all equipment necessary to transport Clients using wheelchairs or stretchers. In addition, any lift- equipped vehicle supplied shall meet all the requirements of the Americans with Disabilities Act of 1990 (ADA) and the regulations thereto. Without limiting the obligation of Contractor to comply with any other applicable laws, Contractor specifically agrees to comply with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235, and 279B.270 to the extent applicable to the services performed by Contractor under this BPA; and the Pro- Children Act of 1994 (codified at 20 USC section 6081 et. seq.). Both parties shall comply with all state and local laws, regulations, executive orders and ordinances applicable to the Agreement or to the services under this BPA. Without limiting the generality of the foregoing, both parties expressly agree to comply with the following laws, regulations and executive orders to the extent they are applicable to the Agreement: (a) all applicable requirements of state civil rights and rehabilitation statutes, rules and regulations; (b) all state laws requiring reporting of Client abuse; (c) ORS 659A.400 to 659A.409, ORS 659A.145 and all regulations and administrative rules established pursuant to those laws in the construction, remodeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with the work under this BPA. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. All employers, including Contractor, that employ subject workers who provide services in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under ORS 656.126. 27. Nondiscrimination The Contractor agree to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable regulations of federal and state civil rights and rehabilitation statutes, rules and regulations. The Contractor shall also comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. Contractor shall provide transportation services to Medicaid and OHP PLUS recipients without regard to race, creed, ethnicity, national origin, sexual orientation, marital status, gender, age, or the presence of any sensory, mental, or physical disability. 150

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 14 28. Confidentiality Contractor shall treat all information and, in particular, information relating to recipients (Clients) which is obtained by or through its performance under this BPA, as confidential information to the extent that confidential treatment is provided for under State and Federal law, including 42 CFR 431.300 to 431.307 and ORS 411.320 and OAR 943-014-0000 et seq. Confidentiality regarding Medicaid recipients, their respective medical condition or diagnosis, and transportation services provided shall be maintained at all times. Contractor shall safeguard such information and shall not use any information so obtained in any manner except as necessary to the proper discharge of its obligations hereunder. Contractor shall comply with the restrictions and conditions on disclosure of medical information imposed by the Health Insurance Portability and Accountability Act of 1996 (Pub. Law 104-191) and implementing regulations (45 CFR pts. 160 and 164). Contractor shall enter into and comply with any agreements relating to protection of individually identifiable health information as may be reasonably required by BROKER. Contractor agrees to comply with OAR 125-055-0100 through OAR 125-055-0130 and the following: (1) Privacy and Security of Individually Identifiable Health Information. Individually Identifiable Health Information about specific individuals is confidential. Individually Identifiable Health Information relating to specific individuals may be exchanged between Contractor and BROKER for purposes directly related to the provision of services to Clients which are funded in whole or in part under this Agreement. Contractor shall not use or disclose any Individually Identifiable Health Information about specific individuals in a manner that would violate OHA Privacy Rules, OAR 943- 014-0000 et. seq., or OHA Notice of Privacy Practices, if done by OHA. A copy of the most recent OHA Notice of Privacy Practices is posted on the OHA web site at https://apps.state.or.us/Forms/Served/DE2090.pdf or may be obtained from OHA. (2) Data Transactions Systems. If Contractor intends to exchange electronic data transactions with BROKER in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, Contractor shall execute an EDI Trading Partner Agreement with OHA and shall comply with OHA EDI Rules. (3) Consultation and Testing. If Contractor reasonably believes that the Contractor’s or BROKER’s data transactions system or other application of HIPAA privacy or security compliance policy may result in a violation of HIPAA requirements, Contractor shall promptly consult the OHA Information Security Office. Contractor or BROKER may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the BROKER testing schedule. 29. Intellectual Property 27.1 Except as otherwise expressly provided herein, or as otherwise required by state or federal law, OHA will not own the right, title and interest in any intellectual property created or delivered by BROKER or Contractor in connection with the provision of Services. 27.2 If state or federal law requires that Contractor grant to the United States a license to any intellectual property, or if state or federal law requires that the OHA or the United States own the intellectual property, then Contractor shall execute such further documents and instruments as OHA may reasonably request in order to make any such grant or to assign ownership in the intellectual property to the United States or OHA. To the extent that OHA becomes the owner of any intellectual property created or delivered by Contractor in connection with the Services, OHA will grant a perpetual, worldwide, non-exclusive, royalty-free and irrevocable license, subject to any provisions in the Agreement that restrict or prohibit dissemination or disclosure of information, to Contractor to use, copy, distribute, display, build upon and improve the intellectual property. 30. Severability The parties agree that if any term or provision of this BPA 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 BPA did not contain the particular term or provision held to be invalid. 151

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 15 31. Special Federal Requirements 31.1 Contractor agrees to comply with the relevant parts of 45 CFR Part 74, Part 80, Part 84, Part 86, Part 90, Part 91, Part 92 and Office of Management and Budget (OMB) Circulars A-128 or A-133 as appropriate. 31.2 Contractor agrees to comply with Executive Order 11246 entitled Equal Employment Opportunity as amended by Executive Order 11375 and as supplemented in Department of Labor Regulation 1 CFR Part 60. All subcontractors shall also comply with these provisions. 31.3 Contractor shall maintain fiscal records and other records pertinent to this BPA. All fiscal records shall be maintained pursuant to accepted accounting standards and other records shall be maintained to the extent necessary to clearly reflect actions taken. Contractor further agrees to provide access to any books, documents, papers and records which are pertinent to this BPA and, further, to allow the making of excerpts, transcripts, or performing audits or examinations thereof. Such access shall be freely allowed to state and federal personnel and their duly authorized agents. All records shall be retained and kept accessible for five years following final payment and conclusion of all pending matters. All subcontracts shall also comply with these provisions. In addition, Contractor, its agents, employees and subcontractors shall maintain all such records as fully confidential. Such confidential status shall be in compliance with the requirements stated in 45 CFR 205.50, 42 CFR 431 subpart F, ORS 411.320, and ORS 418.130. 31.4 To the extent it is required to do so by law, Contractor shall abide by all mandatory standards and policies which related to energy efficiency and which are contained in the State of Oregon Energy Conservation Plan, which was issued in compliance with the Energy Policy and Conservation Act (PL94-385). All subcontracts shall also be in compliance with the foregoing. 31.5 If the sum payable under this contract exceeds or may exceed $100,000, Contractor shall provide the State of Oregon with written assurance that Contractor will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857 H), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738 and Environmental Protection Agency regulations (40 CFR Part 15). Contractor agrees to promptly report all infractions to the State of Oregon, the Department of Health and Human Services, and the U.S. Environmental Protection Agency. All subcontracts shall also comply with these provisions. 31.6 Contractor shall comply, at its expense, with all requirements under OMB Circular A-128, A- 133, or other applicable OMB circulars, in its operations. 31.7 To the extent it is required to do so by federal law, Contractor certifies that it will provide a drug-free workplace by: (1) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in Contractor’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. (2) Establishing a drug-free awareness program to inform employees about: (a) The dangers of drug abuse in the workplace; and (b) Contractor 's policy of maintaining a drug-free workplace; and (c) Any available drug counseling, rehabilitation, and employee assistance programs; and 152

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 16 (d) The penalties that may be imposed upon employees for drug abuse violations. (3) Making it a requirement that each employee to be engaged in the performance of this BPA be given a copy of the statement required by Section 31.7 (1). (4) Notifying the employee in the statement required by Section 31.7 (1) that as a condition of employment, the employee will: (a) Abide by the terms of the statement; and (b) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (5) Notifying DMAP within 10 days after receiving notice under Section 31.7 (4)(b), from an employee or otherwise receiving actual notice of such conviction. (6) Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by, any employee who is so convicted, as required by section 5154 of the Drug-Free Workplace Act of 1988. (7) Making a good faith effort to continue to maintain a drug-free workplace through implementation of Section 31.7 (1) through (6). 31.8 Contractor certifies, to the best of its knowledge and belief, that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Contractor agrees to complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 32. Recycling As required by Oregon Statute, in the performance of this BPA, Contractor shall use, to the maximum extent economically feasible, recycled paper. 153

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 17 33. Mediation Should any dispute arise between the State of Oregon and BROKER which relates to this BPA and is the subject of non-binding mediation process, the Contractor agrees to participate in good faith in the non-binding mediation process. All cost of mediation shall be borne equally by the parties. 34. Applicable Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between the parties that arise from or relate to this Agreement shall be brought and conducted solely and exclusively within a circuit court in the State of Oregon of proper jurisdiction. THE PARTIES, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Except as provided in this section, neither party waives any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. 35. Waiver A waiver by BROKER of its right to a remedy for breach of this BPA shall not be deemed to waive its right to a remedy for a subsequent breach. BROKER's acceptance of services, or payment under this BPA shall not preclude BROKER from recovering against Contractor or Contractor 's surety for damages due to Contractor 's failure to comply with this BPA. 36. Remedies Cumulative The remedies exercisable by BROKER under this BPA shall be cumulative and in no way affect any other remedy available under the law to BROKER. 37. Compliance With Tax Laws ORS 305.385(6) states: "No contract or other agreement for the purpose of providing goods, services or real estate space to any agency shall be entered into, renewed or extended with any person, unless the person certifies in writing, under penalty of perjury, that the person is, to the best of the person's knowledge, not in violation of any tax laws described in ORS 305.380(4)." By signature on this BPA, Contractor hereby swears/affirms, under penalty of perjury as provided in ORS 305.385(6), that to the best of their knowledge they are not in violation of any of the tax laws described in ORS 305.380(4). 38. Amendment The terms of this BPA may not be waived, altered, modified, supplemented or amended, except by written agreement signed by both parties. 39. Headings The headings used in this Agreement are solely for convenient reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement. In this Agreement, the singular shall include the plural and the plural shall include the singular. Any indication of gender in this Agreement shall be modified, as required, to fit the gender of the party in question. 154

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 18 38. Third Party Beneficiaries BROKER and Contractor are the only parties to this BPA and are the only parties entitled to enforce its terms. Nothing in this BPA gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this BPA. 40. Merger Clause THIS AGREEMENT (INCLUDING ATTACHMENT A) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONTRACTOR, BY THE SIGNATURE BELOW OR ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Signed this _______ day of __________________ , 2013 by: __________________________________________________ Allan Pollock, General Manager Salem Area Mass Transit District __________________________________________________ Contractor signature and date __________________________________________________ (Print name and title of authorized signatory) __________________________________________________ (Print legal name of Contractor) 155

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 19 Attachment A CRIMINAL RECORDS AND BACKGROUND CHECK DISCLOSURE AND AUTHORIZATION PACKET All persons who apply for positions that involve transporting customers of Salem Area Mass Transit District (SAMTD) and TripLink must undergo a criminal records and background check. Please read the attached documents and then sign the Criminal History Records Check and Fair Credit Reporting Act Disclosure and Authorization forms. Failure to authorize a criminal background check will disqualify you from transporting SAMTD customers. Attached are the following documents and forms: (1) Instructions for completing the forms in this packet. (2) The Criminal History Records Check and Fair Credit Reporting Act Disclosure and Authorization forms (Form A) that: ► explain the intent of and your rights under Oregon Revised Statutes (ORS) 181.537 and 267.237; ► notify you that you are authorizing release of information pursuant to the Fair Credit Reporting Act; ► explain the procedure for determining qualification to provide transportation services for SAMTD; and ► authorize Salem Area Mass Transit to obtain a background and criminal history records check. NOTE: • Read this packet carefully. • Ask questions of your employer or of SAMTD staff before you turn in these forms. To contact SAMTD staff, please dial 503-588-2424. • Sign Form A. 156

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 20 Instructions for Completing Form Disclose All History. You must disclose your complete criminal history. This includes convictions of or guilty and no-contest pleas to felonies and misdemeanors, probation violations, and failures to appear. Be certain to list date(s) (approximate if necessary) and locations for each conviction. If you fail to disclose any portion of your criminal records history, you will be disqualified from transporting SAMTD customers. Traffic-Related Offenses. Certain traffic offenses can result in a felony or misdemeanor conviction. If you have been convicted of, or plead guilty or no contest to such a traffic-related offense, you must disclose it. Old Offenses. If you have history that you believe should have been “expunged” or removed from your record, but you do not know that it was expunged or removed, you should disclose it. Current Charges/Awaiting Prosecution. If you are currently awaiting prosecution (waiting for trial) for a crime, which, if convicted, would disqualify you, you must disclose the nature of the charges. SAMTD will not allow such persons to provide services without supervision until the charges are resolved. You must provide SAMTD with information about the outcome of the charges or the trial as soon as that information is available. Additional Information. If you wish to give more information about your conviction, you may use the space on Form B or attach additional pages with that information. If you wish to provide additional information, you should include at least the following: • Describe the circumstances that gave rise to your arrest or conviction. • Describe what actions you were required to take or that were taken against you because of the conviction (for example, did you serve probation, did you pay restitution, did you make an agreement that reduced the charge or resulted in the charges being dismissed, etc.?) • Describe any treatment, counseling, rehabilitation (drug or alcohol), training, education or other program(s) that were required because of your arrest or conviction. Appeals. If SAMTD disqualifies you from transporting SAMTD customers, you may have the right to appeal that determination. If you are disqualified you will receive an Appeals Procedure packet that includes an explanation of your appeal rights. 157

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 21 Criminal History Records Check and Fair Credit Reporting Act Disclosure and Authorization Form Form A Oregon Revised Statutes (ORS) 181.537 and 267.237 provide SAMTD access to Oregon State Police and Federal Bureau of Investigation (FBI) criminal records if the information is required to protect vulnerable Oregonians. ORS 181.537 and 267.237 authorize SAMTD to require criminal history records checks and fingerprinting of individuals who operate motor vehicles for the public and who are employed by mass transit districts or transportation districts who provide transit service under a contract with the Office of Medical Assistance Programs. Screening applies to current employees, prospective employees (job applicants), and individuals under contract who transport the general public, including children, the elderly, individuals with disabilities, and clients eligible for the Office of Medical Assistance Program. The Fair Credit Reporting Act (FCRA), as amended by the Fair and Accurate Credit Transactions Act of 2003 (FACTA), authorizes credit reporting agencies (CRAs) to provide information to a person or entity who intends to use the information for employment purposes. SAMTD might request and obtain a report from a CRA during the course of conducting a background check in connection with your application to provide transportation services to SAMTD. A summary of rights under FCRA is enclosed as part of the Criminal Records and Background Check Disclosure and Authorization Packet. By signing this form, you acknowledge and agree to the following: • My ability to provide transportation for SAMTD is conditional upon the completion of a criminal history records check. I will not be qualified to provide transportation for SAMTD if I: • refuse to complete an Oregon or federal criminal history records check, or provide my fingerprints. • have a record of convictions or indictments of certain disqualifying criminal offenses. • fail to disclose information or submit false information on the disclosure form. • SAMTD uses all means legally available to conduct a background and criminal history records check. A complete inquiry into my background and criminal history record may include: • a criminal history records check through the Oregon State Police (OSP) and the Federal Bureau of Investigation (FBI), including fingerprint-based record checks. • requesting and obtaining a consumer report under the terms and conditions of FCRA. • using the information I disclose on the Criminal History Records Check and Fair Credit Reporting Act Disclosure and Authorization forms. • obtaining my driving record from any state’s Department of Motor Vehicles or equivalent agency. • I am entitled to review a copy of my personal Oregon criminal offender information as maintained and reported by the Oregon State Police. If I believe that any information contained in this report is inaccurate or incomplete, or has been kept in violation of any state or federal statute or act, I may challenge the content of the report through the Oregon State Police. Under federal law I am not entitled to review or obtain a copy of my FBI record. If I wish to challenge any FBI record information, including fingerprint-based records, I may do so through the Federal Bureau of Investigation. • My completed criminal history records check and determination will be entered into a database maintained by SAMTD. The database information is confidential. Oregon State Police will return fingerprint cards to SAMTD. SAMTD will destroy the fingerprint portion of the cards upon receipt. I am entitled to review my Oregon criminal offender record maintained by SAMTD, after positive identification has been made. 158

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 22 • I have received a copy of the document entitled “Summary of Your Rights under the Fair Credit Reporting Act.” By signing this authorization form, I am consenting to SAMTD obtaining information from CRAs in accordance with the FCRA. • If SAMTD determines that I am disqualified from providing transportation for SAMTD customers, the disqualification notice and Appeals Procedure will be sent to me. By my signature below, I acknowledge that I have read and understand the above, and that I authorize SAMTD to obtain all information necessary to conduct a criminal records check and a background check, as described and explained above. I hereby authorize and instruct SAMTD to obtain and review my credit report. My credit report will be obtained from a credit reporting agency chosen by SAMTD. I understand and agree that SAMTD intends to use the credit report for the purpose of evaluating my financial ability to provide services to SAMTD. My signature below also authorizes the release to credit reporting agencies of financial or other information that I have supplied to SAMTD in connection with such evaluation. Authorization is further granted to the credit reporting agency to use a copy of this form to obtain any information the credit reporting agency deems necessary to complete my credit report. I understand that this form is effective when signed below, and photocopy, facsimile or electronic copies shall have the same effect for all purposes as an ink-signed original. Signature:___________________________________ Printed Name: _______________________________ Date: _______________________________________ Telephone Number: ___________________________ Transportation Provider/Employer Name:_________________________________ Transportation provider verifies they have pre-qualified this individual to be processed for fingerprinting. Transportaion Provider signature: _______________________________________ Date of Hire: ________________________________ Note: Eligibility to provide transportation for SAMTD is subject to the completion of a criminal history records check as defined in ORS 181.537 and 267.237. 159

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 23 BLANKET PURCHASE AGREEEMENT PART III CONTRACTOR INFORMATION AND PRICING 160

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 24 BUSINESS PROFILE 1. MAIN OFFICE: LEGAL NAME: STREET ADDRESS: MAILING ADDRESS: CITY/STATE/ZIP: PHONE NUMBER: FAX NUMBER ________________________________________ EMAIL ADDRESS _____________________________________ 2. TYPE OF BUSINESS PUBLIC AGENCY: _____________________ PRIVATE NON-PROFIT:OTHER: PRIVATE FOR-PROFIT: SOLE PROPRIETORSHIP: PARTNERSHIP: CORPORATION LIMITED LIABILITY COMPANY: 3. IDENTIFICATION NUMBERS OREGON SECRETARY OF STATE REGISTRY ID NUMBER: FEDERAL TAX NUMBER: OTHER: (Specify): 4. KEY PERSONNEL CHIEF ADMINISTRATIVE OFFICIAL KEY CONTACT PERSON FOR CONTRACT PERFORMANCE NAME: _______________________________NAME: _______________________ TITLE: _______________________________TITLE: ______________________ ADDRESS: ___________________________ADDRESS: ___________________ PHONE: _____________________________PHONE: _____________________ TRIPLINK Transportation Provider 161

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 25 RATE SHEET (See new rate sheet next page) Date: _____________________________ Provider Code:_________ Contract #: ______________ # of Vehicles:______ Business Name:__________________________________________________________ Mailing Address:__________________________________________________________ NUMBER & STREET _____________________________________________ CITY STATE ZIP Phone Number: (____) ______ - _______Fax Number: (____) _____ - ______ Hours of Operation: Days of Week_________________ Time: __________________________ IMPORTANT: INCLUDE ALL RATES. EFFECTIVE DATE: ______________________ SHUTTLE RATE (Optional) $ ____________________________ per day Contractor's Signature:_______________________________Date: ____________ TYPE OF SERVICE (Sedan, Wheelchair Van, Stretcher, etc) PICK-UP RATE OR CHARGE (Rate amount, e.g. $1.00) ADDITIONAL CHARGES (Per Mile Rate, etc) AFTER HOURS RATE (optional) 6:01pm – 5:59am daily & Saturday & Sunday RATE OR CHARGE TO GENERAL PUBLIC FOR SAME UNIT OF SERVICE FOR EXAMPLE: Sedan $10.00 $1.25 Per Mile Only one After-Hour rate for all counties is acceptable $2.00 MARION COUNTY POLK COUNTY YAMHILL COUNTY 162

TRIPLINK Blanket Purchase Agreement CONTRACT BPA 7/01/2013 26 RATE SHEET Date: _____________________________ Mailing Address:__________________________________________________________ NUMBER & STREET _____________________________________________ CITY STATE ZIP Phone Number: (____) ______ - _______ Fax Number: (____) _____ - ______ Hours of Operation: Days of Week_________________ Time: __________________________ EFFECTIVE DATE: ______________________ AFTER HOURS RATE $________________________ SHUTTLE RATE (Optional) $ ________________________ per day Use of provider wheelchair $ ________________________ Contractor's Signature:___________________________________________Date: _____________________ TYPE OF SERVICE PICK-UP RATE OR CHARGE (Rate amount, e.g. $1.00) ADDITIONAL CHARGES (Per Mile Rate, etc) RATE OR CHARGE TO GENERAL PUBLIC FOR SAME UNIT OF SERVICE FOR EXAMPLE: Sedan $10.00 $1.25 Per Mile $2.00 MARION COUNTY Ambulatory Wheelchair Stretcher Secured POLK COUNTY Ambulatory Wheelchair Stretcher Secured YAMHILL COUNTY Ambulatory Wheelchair Stretcher Secured 163

TRIPLINK Blanket Purchase Agreement CONTRACT 27 WORK SITE SCHEDULE 1. List business hours and days during which you are available to operate TRIPLINK Services. Changes are only accepted with monthly rate sheets: a. Contractors must operate 24/7 to be listed on the hospital discharge list which is sent to hospitals monthly. 2. Service Area b. Is your business available for out of area service trips (bid trips)? Indicate which counties you will service. 3. Indicate Services Provided Ambulatory Wheelchair Regular Size Large Reclining Supplied by Provider Stretcher Bariatric pt/specify weight __________________________ Certified Secured Transport Other: ________________________________________ 4. Project Management and Supervision a. Identify the contract manager (BROKER contact): 164

TRIPLINK Blanket Purchase Agreement CONTRACT 28 Name: Telephone: Title: Location: 5. What is the date you will begin BROKER Service under this BPA. State whether you can assure that qualified and trained drivers will be available for services throughout the proposed Service Area(s) on that date. 165

TRIPLINK Blanket Purchase Agreement CONTRACT 29 6. COMPUTER INFORMATION Computer Hardware and Software Requirements Scheduled Carriers A Scheduled Carrier is defined as any provider who pre-schedules trips or will have trips pre-scheduled for them to specific vehicles or runs. Providers qualified as a Scheduled Carrier will be required to use the broker- provided software to: 1. Retrieve Trip Sheet Info/Schedules/Manifests 2. Data-enter trip check-in info related to actual cost, actual pickup/drop off times, actual pick up/drop off odometers, cancels, and no-shows. Hardware Requirements Computer Memory: 128 Megabytes of RAM minimum 256 Megabytes of RAM strongly recommended Hard Drive:1 Gigabyte or more of free space available CD ROM:4X or higher. Needed to install software. Processor:Pentium III 500 Megahertz or higher Internet Access Type:High-speed or Broadband connections like DSL, Cable, or ISDN. Cannot be dial up modem. Software Requirements Operating System: Windows XP Pro Running most current Service Packs and Critical Updates Norton Anti Virus running most current virus definition files 512 MB RAM Pentium 2.8 Ghz (or higher) CPU 533 Mhz (or higher) Front side bus 100 Mbps NIC Paratransit software: Use of this software is explicitly restricted to business matters exclusively related to this contract. Other: Adobe Acrobat Reader available free by download. As it relates to installed software: (a) PROVIDER shall not sell, assign, let for hire, distribute, give away or otherwise supply to a third party all or any portion of the software, its supporting documentation, any copy thereof, or any modification thereto without prior written authorization from the broker. PROVIDER shall be entitled to make one copy solely for its internal archival purposes. The original and all copies of the software are and shall remain the property of ATC. 166

TRIPLINK Blanket Purchase Agreement CONTRACT 30 (b) PROVIDER agrees to observe complete confidentiality with regard to all aspects of the software and agrees: (1) To take all reasonable precautions not to disclose or otherwise permit any other person or entity access, in any manner, to the software, except that such disclosure or access shall be permitted to any employee or consultant of PROVIDER requiring access to the software in the course of their employment or engagement, at the licensed site only; (2) To ensure that all employees or consultants to whom disclosure is made under (b) (1) above are advised as to the confidential nature of the software and to take all reasonable steps to ensure that all such employees and consultants are prohibited from disclosing or copying any of the software except for the purposes of their employment and in accordance with this license; (3) Not to alter, cancel, remove or deface any copyright or proprietary rights notice or identification that indicates ownership of the software or of any interest therein. (c) PROVIDER shall not reverse engineer, reverse assemble or reverse compile the software Products in whole or in part. (d) The supply of all modifications and enhancements shall be subject to the same conditions and restrictions contained in this BPA. (e) Workstations requirements for running the software: Windows XP Pro Running most current Service Packs and Critical Updates Norton Anti Virus running most current virus definition files 512 MB RAM Pentium 2.8 Ghz (or higher) CPU 533 Mhz (or higher) Front side bus 100 Mbps NIC 167

TRIPLINK Blanket Purchase Agreement CONTRACT 31 7. Driver and Vehicle Information Yes No ___ ___ Drivers for my organization are skilled in passenger assistive techniques and are trained to use any specialized equipment such as wheelchair lifts to assist in loading and unloading riders. ___ ___ Drivers for my organization have completed an approved course in first aid training including the use of cardio-pulmonary resuscitation techniques (CPR) and complete a yearly review of Blood Borne Pathogens.. ___ ___ My organization maintains records and evidence, which verifies that training has been received. ___ ___ Vehicles used by my organization are adequate for passenger safety and comfort. They are properly equipped, accessible, and comply with the federal motor vehicle safety standard having when applicable: seat belts as required by state, county, and/or city laws and regulations; wheelchair loading and securing devices as required, and; restraining devices, padding and blankets as needed. Vehicle Information List each vehicle to be used in the performance of service under this contract. Use additional or attach your company list if needed. Model Make VIN License # Year Lift Equipped 168

Provider Enrollment Agreement OHA 3975 (Rev. 07/11) Page 1 of 4 PROVIDER ENROLLMENT AGREEMENT This Enrollment Agreement sets forth the conditions for being enrolled as a Provider with the Oregon Health Authority (“Authority”) and to receive a Provider Number in order to submit claims, and receive payment, for medical care, services, equipment and/or supplies furnished by Provider to persons eligible for medical assistance in Oregon ("Recipients"). Payments for medical assistance are made using Medicaid, State Children's Health Insurance Program, or funds from other federally funded programs. Provider name and location for this enrollment Date Social Security Number Date of birth As a condition for participation as a provider with the authority for medical assistance, Provider agrees as follows: 1. Eligibility and continued participation That the information submitted in the Enrollment Request form, Enrollment Attachment (if applicable), Disclosure Statement and supporting documentation is true and accurate. Provider further understands and agrees that: a. Information disclosed by Provider may be subject to verification. This information will be used for purposes related to the administration of the Medical Assistance Program; b. Provider will notify OHA of any changes to the information contained in the Enrollment Request form, Enrollment Attachment (if applicable), and Disclosure Statement, within 30 days of the date of the change; and c. Any deliberate omission, misrepresentation or falsification of any information contained in the Enrollment Request form, Enrollment attachment (if applicable) and Disclosure Statement or contained in any communication supplying information to OHA may be punished by law, including but not limited to revocation of the OHA provider number and recovery of payments made. 2. Services To provide covered medical care, services, equipment or supplies to recipients in accordance with all applicable provisions of statutes, rules and federal regulations governing the reimbursement of services or items under medical assistance programs in Oregon, including OHA Rules, as those laws, rules and instructions may be adopted or amended from time to time. "OHA Rules" means the General Rules (OAR 410 Division Division of Medical Assistance Programs 169

Provider Enrollment Agreement OHA 3975 (Rev. 07/11) Page 2 of 4 120) and OHA provider rules(s) applicable to the Provider's service category and OHA program that are in effect on the date of service. To perform all services which are paid for by OHA under this Enrollment Agreement as an independent contractor. Provider is not an "officer," "employee" or "agent" of OHA, as those terms are used in ORS 30.265. 3. Accurate billing To certify by signature of the Provider or designee, including electronic signatures on a claim form or transmittal document, that the care, service, equipment or supplies claimed were actually provided and medically appropriate, were documented at the time they were provided, and were provided in accordance with professionally recognized standards of health care, applicable OHA Rules and this Agreement. The Provider is solely responsible for the accuracy of claims submitted, and the use of a billing entity does not change the Provider's responsibility for the claims submitted on Provider's behalf. Any overpayment made to Provider by OHA may be recouped by OHA including withholding of future payments or other process as authorized by law. 4. Payment To accept the Authority's payment for any care, service, equipment or supplies as payment in full, and agrees not to make any additional charge to a Recipient except that specifically allowed by OHA Rules. Payment amount and methodology for making a payment is determined using the procedures described in applicable OHA Rules. By accepting payment, Provider certifies compliance with all applicable OHA Rules. Provider understands that OHA has sufficient funds currently available and authorized to make payments under this Enrollment Agreement within OHA's biennial budget. Provider further understands that payment for services performed after this biennium is contingent on OHA receiving from the Oregon Legislative Assembly appropriations or other expenditure authority sufficient to allow OHA, in its reasonable administrative discretion, to continue to make payments. 5. Compliance with applicable laws To comply with federal, state and local laws and regulations applicable to the care, services, equipment or supplies and this Agreement, including but not limited to OAR 410-120-1380. Failure to comply with the terms of this Enrollment Agreement or the OHA Rules may result in termination, sanctions, or payment recovery, subject to Provider appeal rights, pursuant to OHA Rules. 6. Recordkeeping and access to records To keep such records as are necessary to fully disclose the specific care, services, equipment or supplies provided to Recipients for which reimbursement is claimed, at the time it is provided, in compliance with the applicable OHA Rules in effect on the date of service. Provider is responsible for the completion and accuracy of financial and clinical records and all other documentation regarding the specific care, services, equipment or supplies for which payment has been requested. To provide upon reasonable request by the Authority, the Oregon Medicaid Fraud Unit, Office of Payment Accuracy and Recovery, the Oregon Secretary of State's Office and the federal government, or their duly authorized representatives, immediate access to review 170

Provider Enrollment Agreement OHA 3975 (Rev. 07/11) Page 3 of 4 and copy any and all records relied on by Provider in support of care, services, equipment or supplies billed to the Oregon medical assistance program. The term "immediate access" means access to records at the time the written request is presented to the Provider. (a) Provider agreements. OHA must enter into an agreement with each provider under which the provider agrees to furnish to OHA or to the Health and Human Services (HHS) secretary on request, information related to business transactions in accordance with paragraph (b) of this section. (b) Information that must be submitted. A provider must submit, within 35 days of the date on a request by the HHS Secretary or OHA, full and complete information about— (1) The ownership of any subcontractor with whom the provider has had business transactions totaling more than $25,000 during the 12-month period ending on the date of the request; and (2) Any significant business transactions between the provider and any wholly owned supplier, or between the provider and any subcontractor, during the 5-year period ending on the date of the request. (c) Denial of Federal financial participation (FFP). (1) FFP is not available in expenditures for services furnished by providers who fail to comply with a request made by the HHS Secretary or OHA under paragraph (b) of this section or under 42 CFR §420.205 (Medicare requirements for disclosure). (2) FFP will be denied in expenditures for services furnished during the period beginning on the day following the date the information was due to the HHS Secretary or OHA and ending on the day before the date on which the information was supplied. 7. Confidentiality To protect the confidentiality of identifying information that is collected, used or maintained about a recipient. Confidential information shall only be released with appropriate written authorization of the recipient or their authorized representative, or for purposes directly connected with the administration of the OHA program in accordance with applicable federal and state law. To the extent provider is a covered entity, provider specifically agrees that it is required to comply with the Health Insurance Portability and Accountability Act (HIPAA), sections 262 and 264 of Public Law 104-191, 42 USC 1320d and federal regulations at 45 CFR Parts 160, 162 and 164, all as amended from time to time, in effect on the date of service. 8. Security To take reasonable precautions to ensure the security of confidential information, provider numbers, all passwords, Personal Identification Numbers (PIN) or other security access codes and the use of all transmission processes such as the web portal or other access portal solely for purposes of the OHA Provider Enrollment Agreement, consistent with OHA Rules and applicable law. 171

Provider Enrollment Agreement OHA 3975 (Rev. 07/11) Page 4 of 4 Duration and termination of agreement This agreement shall remain in effect for no more than five years. Provider or OHA may terminate this Enrollment Agreement by written notice to the other by certified mail, return receipt requested, subject to any specific provider termination requirements in OHA Rules. PROVIDER: I have read the foregoing agreement, understand it and agree to abide by its terms and conditions. I further understand and agree that violation of any of the terms and conditions of this Agreement constitute sufficient grounds for termination of this agreement and may be grounds for other action as provided by rule, regulation or statute. Print name of provider or authorized business representative Signature of provider or authorized business representative Date Social Security Number Date of birth Title of business representative 172

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 1 of 42 SUBCONTRACTOR AGREEMENT This Agreement (“Agreement”) is made and entered into as of July 1, 2013 by and between XXX Health Plans, Inc. (“Contractor”), an Oregon nonprofit corporation whose address is XXX, and YYY Council of Governments (“Subcontractor”), an Oregon intergovernmental entity created under the authority of ORS 190.010 whose address is YYYY. RECITALS A. Contractor received certification from the Oregon Health Authority as a Coordinated Care Organization (“CCO”) for the service area of Benton, Lincoln and Linn Counties (“Service Area”); B. As a CCO, Contractor will coordinate and manage health care for Oregon Health Plan members (“Members”) in its Service Area, including mental and physical health care services and Non-Emergent Transportation services (NEMT). C. Contractor has determined that there is a need for assistance as pertains to provision, coordination and management of NEMT services for its Members. D. Subcontractor specializes in the provision, coordination and management of NEMT services and is designated and subcontracted currently as a transportation brokerage in the State of Oregon. E. Contractor desires to contract with Subcontractor to have Subcontractor coordinate and manage NEMT services for Members residing in the Linn, Benton and Lincoln Counties, and Subcontractor desires to coordinate and manage such services. The parties agree as follows: 1. WORK – Contractor retains Subcontractor, as its subcontractor to coordinate NEMT services for Members in a capitated risk arrangement, including, but not limited to: i) performing the obligations described in Exhibit A; ii) performing the obligations under Contract ####### between Oregon Health Authority on behalf of Oregon Health Plan and XXX Health Plan, Inc. (“Contract #######”), including tasks and duties as reasonably requested by Contractor to ensure Contractor’s compliance with Contract #######; iii) contracting with individual providers and drivers (“Provider” or “Providers”); iv) ensuring the accessibility of NEMT services for Members; and v) providing related services which are authorized by Contractor, all of which are collectively identified and defined as “Subcontracted Work”. Subcontractor agrees to render all Subcontracted Work pursuant to the terms of this Agreement and in accordance with accepted standards of care and all applicable laws, government regulations, and other instructions or documentation submitted to Subcontractor by Contractor in relation to this Agreement. 2. PROVIDERS - Subcontractor represents and warrants that all Providers who perform any Subcontracted Work hereunder are duly licensed, certified and/or accredited and qualified, as concerns education, experience and competence and have met all guidelines and standards 173

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 2 of 42 applicable to Providers’ ability to perform Subcontracted Work at a minimum. Subcontractor shall be responsible for immediately notifying Contractor of any Provider whose license, certification, or insurance is no longer valid, suspended, revoked, or not renewed. Failure of Subcontractor to so notify Contractor of Provider’s change in credential or employment status shall be deemed a breach of this Agreement by Subcontractor. 3. COMPENSATION - For Subcontracted Work hereunder, Subcontractor will be paid on a per Member per month basis for all NEMT eligible Members, which is attached to this Agreement as Exhibit B. Compensation process may change based on accuracy of data and ability to reconcile enrollment. Subcontractor will be compensated for demonstrated actual costs exceeding the Per Member Per Month. Compensation will be paid to Subcontractor monthly based on the weekly 834 eligibility files from Oregon Health Authority in accordance with enrollment to the CCO for Contract #######. Contractor and Subcontractor will meet at least quarterly for the purpose of evaluating the compensation with a focus on service delivery model. 4. HIPAA COMPLIANCE - Subcontractor will comply with Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Contract ####### as relates to HIPAA, including but not limited to: i) Privacy and Security of Individually Identifiable Health Information; ii) Individually Identifiable Health Information about specific individuals is protected from unauthorized use or disclosure consistent with the requirements of HIPAA; and iii) Individually Identifiable Health Information relating to specific individuals may be exchanged between Contractor and the Oregon Health Authority for purposes directly related to the provision of services to Members. Since Subcontractor will have access to personally identifiable patient health information, Subcontractor agrees to enter into and abide by Contractor’s Business Associate Agreement under HIPAA as attached to this Agreement as Exhibit C “Business Associate Agreement”. 5. DOCUMENTATION - Unless otherwise authorized by Contractor, Subcontractor must submit necessary documentation to Contractor in order to perform and to continue to perform Subcontracted Work under this Agreement, including but not limited to: (i) this executed Agreement; (ii) upon request of Contractor, copies of the licensure and/or certification and a completed credentialing packet of each transportation Provider to perform services under this Agreement, (iii) upon request of Contractor, certificates of insurance (auto, general and professional liability); and (iv) other documentation that Contractor may deem reasonably necessary. 6. RECORDS - Subcontractor shall complete all records and reports in a timely manner, including such records and reports reasonably requested by Contractor to ensure Contractor’s and/or Subcontractor’s compliance with all applicable federal and state laws and regulations and/or Contract #######. All such records and reports shall be prepared in accordance with the requirements of Contract ####### and all applicable federal and state laws and regulations. 174

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 3 of 42 7. RECORDS RETENTION - Subcontractor shall keep a copy of all documentation relating to Subcontracted Work rendered under this Agreement as required under Exhibit A, including Contract #######. Subcontractor shall submit a copy of such documentation to Contractor upon reasonable request. 8. TERM AND TERMINATION - This Agreement shall be effective on July 1, 2013. The term of this Agreement shall be continuous and, except as otherwise provided herein, can be terminated with ninety (90) days written notice by either party; provided however, Contractor reserves the right to terminate this Agreement immediately in the event that its prime contract, under which Subcontracted Work is contracted, is terminated or expires. Either party may immediately terminate this Agreement or specify a timeframe for termination of this Agreement in the written notice: (1) upon the material breach by the other party of any of such other party's obligations hereunder, which breach has not been cured within fourteen (14) days or within the timeframe for cure otherwise specified in the written notice after the breaching party has received written notice thereof; or (2) upon providing written notice to the other party if the other party has committed a material breach of Section 9 “Confidential Information” herein, which breach has not been cured within fourteen (14) days or within the timeframe for cure otherwise specified in the written notice. If this contract crosses fiscal years, funding for future years is contingent upon the Subcontractor adopting appropriations. 9. CONFIDENTIAL INFORMATION - For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business or prospective business of Contractor or its affiliates, including any information collected or acquired by Subcontractor in the process of fulfilling its obligations under this Agreement. Confidential information also includes all information of which unauthorized disclosure could be detrimental to the interests of Contractor, or its affiliates, whether or not such information is identified as Confidential Information by Contractor. By example and without limitation, Confidential information includes, but is not limited to, any and all information of the following or similar nature, whether or not reduced to writing: business concepts, customer lists, customer and supplier identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans and business plans, strategies, forecasts, financial information, budgets, software, research papers, projections, procedures, routines, quality control procedures, processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data, software applications, data structures, software tools, know-how, formats, plans, sketches, specifications, drawings, models, and any other information or procedures that are treated as or designated secret or confidential by Contractor or its customers or potential customers. Subcontractor may acquire or be given access to information which Contractor considers confidential and Subcontractor hereby agrees that it will not, without Contractor’s prior written consent, disclose (except as necessary in the performance of this Agreement) any Confidential Information. Subcontractor will protect the confidentiality of such information and will restrict access to Contractor’s Confidential Information to as few of its respective employees as necessary. All Confidential Information shall belong solely and exclusively to Contractor. Subcontractor agrees to immediately return or destroy Contractor’s Confidential Information, including copies thereof, upon request. It is understood and agreed that nothing in this Agreement shall prohibit or limit Subcontractor’s use or disclosure of any Confidential 175

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 4 of 42 Information which: (i) was known to Subcontractor prior to the date of this Agreement; (ii) was independently developed by Subcontractor; (iii) was lawfully acquired from third parties (which had no obligations of confidentiality with respect to such information); (iv) is or becomes publicly available through no breach of this Agreement; or (v) is required to be disclosed by the written order of a court or other governmental body; provided, however, that if Subcontractor becomes subject to such an order Subcontractor will promptly deliver notice of such to Contractor so that Contractor may have time to take action to oppose or limit such order. The parties acknowledge that Subcontractor is subject to Oregon Public Records Law and that Subcontractor will comply with this Section 9 to the extent permitted by Oregon Public Records Law. 10. INDEMNIFICATION - Each party agrees to indemnify, defend and hold the other party, its officers, directors, employees and representatives, harmless from and against any and all loss or liability for any third party claims, causes of actions, suits, proceedings, losses, damages, demands, settlement amounts, fees, expenses, fines, penalties and costs (including reasonable attorneys’ fees) for personal injury or other damage to the extent arising from, based on, or caused by fault or negligence in the performance of the party’s obligations under this Agreement. The parties agree that Subcontractor’s indemnification of Contractor shall be in accordance with the Oregon Tort Claims Act and the Oregon Constitution. 11. INSURANCE - Subcontractor represents and warrants that it shall provide, entirely at its own expense, continuously during the term of this Agreement, all necessary insurance, including the insurance requirement under Contract #######, to protect against risks associated with performing Subcontracted Work and against liability arising from its own negligence or that of Providers, auxiliary staff, other employees or agents, or by operation of law. The Subcontractor shall cause the Provider’s general liability insurance and auto liability insurance required under this contract to include Contractor as Additional Insureds with respect to Subcontractors activities under this Contract. Subcontractor shall also maintain appropriate professional liability insurance in the amounts required by Contractor. The parties agree that Subcontractor’s insurance shall be in accordance with the Oregon Tort Claims Act and the Oregon Constitution. 12. REMEDIES - Subcontractor agrees that in addition to any other remedy available to Contractor pursuant to statute or common law, this Agreement or otherwise, Contractor may seek injunctive relief from a court of competent jurisdiction to enforce any obligations set forth in this Agreement. The parties also acknowledge that mediation usually helps parties to resolve disputes that have arisen regarding contract interpretation and administration. Therefore before proceeding to arbitration, the parties agree to mediate their differences. In the event mediation is unsuccessful, the parties agree to submit the dispute to a mutually agreed upon arbiter for final and binding arbitration pursuant to its then existing rules. All costs of arbitration shall be shared equally between the parties hereto, and such costs may be awarded to either party by the arbitrator as a part of the award. The arbitrator shall also require the party not prevailing to pay the prevailing party's attorney fees, costs and disbursements. Any award entered pursuant to this Section shall be reduced to the form of a judgment and may be entered in the judgment docket or registry of Benton County Circuit Court. 176

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 5 of 42 13. INDEPENDENT CONTRACTOR - By this Agreement the parties intend to create the relationship of independent contractor between them. Subcontractor is not the employee, agent, partner, or joint venture of Contractor. Contractor will not provide any benefits to Subcontractor or Providers or employees other than that described in this Agreement. Subcontractor shall comply with all laws, rules, ordinances, and regulations of all federal, state, or local political bodies having jurisdiction over Subcontracted Work. Subcontractor shall obtain, and cause all of its Providers and employees to obtain, all permits, licenses, certifications and insurance necessary to render Subcontracted Work hereunder. Subcontractor shall pay all taxes, including payroll taxes, insurance and contributions for social security and unemployment, which are measured by wages, salaries, or other remunerations, paid to its Providers and employees, levied under existing laws, rules, or regulations. It is expressly agreed and understood that this is a nonpersonal services contract, under which the professional services rendered by the Subcontractor are rendered in its capacity as an independent contractor. Contractor may evaluate the quality of professional and administrative services provided, but retains no control over professional aspects of the services rendered. 14. CONFORMITY WITH STATUTE, PROSPECTIVE AMENDMENT - Any provisions of law which invalidate or otherwise are inconsistent with the terms of this Agreement or which would cause one or both of the parties to be in violation of law shall supersede those terms of this Agreement. Both parties shall exercise their best efforts to comply with all applicable provisions of law and other rules and regulations of relevant governmental authorities. In the event of a change in statute or regulation, which in the good faith belief of counsel for either party, renders any portion or aspect of this Agreement unlawful, the parties shall negotiate in good faith to amend this Agreement to comply with applicable law. If the parties cannot agree to such amendments within 30 days of the initiation of negotiations, either party may terminate this Agreement upon 30 days’ notice to the other. In addition, the parties shall negotiate in good faith to amend this Agreement to account for shifts in responsibilities between the parties as the parties create efficiencies over time. Subcontractor agrees to execute or abide by any amendments to Contract ####### as required by the Oregon Health Authority. 15. ADMINISTRATIVE DUTIES - Subcontractor will rely on Contractor to assume the primary role as concerns the following administrative duties under Contract #######: i) complaints and grievances; ii) customer services; iii) enrollment/disenrollment; and iv) member materials. Contractor may delegate aspects of the above mentioned as is necessary to fulfill its contractual requirements and Subcontractor shall provide best efforts in assisting Contractor. As concerns the above mentioned administrative duties as well as the other administrative responsibilities under Contract #######, Contractor and Subcontractor will meet on a quarterly basis to review and assign the coordination of administrative duties and responsibilities and may adjust administrative contractual requirements and compensation accordingly. 16. MISCELLANEOUS PROVISIONS a. ENTIRE AGREEMENT - This Agreement sets forth the entire understanding of the parties, and, unless otherwise provided for herein, may not be modified except in writing signed by the parties. This Agreement may be executed in one or more counterparts, each of 177

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 6 of 42 which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature. b. SURVIVAL - The terms of paragraphs 4, 5, 6, 9, 10, 11, 12, 13, and 14 and any others which by their terms or nature are intended to survive the termination or expiration of this Agreement, shall survive such termination or expiration. c. ASSIGNMENT - Except for the provision of Non-Emergent Medical Transportation services to providers, which shall be delegated by Subcontractor in compliance with Contract #######, Subcontractor may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Contractor. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. d. SEVERABILITY - Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. The headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provisions thereof. e. FORCE MAJEURE - Neither party shall be liable for any failure or inability to perform their respective obligations hereunder due to any cause beyond the reasonable control of the non-performing party, including without limitation, acts of God, regulations of laws of any government, acts of war or terrorism, acts of civil or military authority, fires, floods, accidents, epidemics, quarantine restrictions, unusually severe weather, explosions, earthquakes, strikes, labor disputes, loss or interruption of electrical power or other public utility, freight embargoes or delays in transportation, or any similar or dissimilar cause beyond its reasonable control. f. GOVERNING LAW - This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without regard to its conflict of laws principles. 178

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 7 of 42 IN WITNESS WHEREOF, the parties have signed this Agreement on the date written above. CONTRACTOR: SUBCONTRACTOR By: By: Name: Name: Title: Title: Date: Date: Approved As To Form: By: Name: Title: Date: 179

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 8 of 42 EXHIBIT A SCOPE OF WORK Contractor and Subcontractor understand and agree as follows: 1. Subcontracted Work, including the performance and provision of Non-Emergent Medical Transportation, will be provided according to Oregon Administrative Rules as amended and attached. 180

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 9 of 42 410-136-3020 New Rule General Requirements for NEMT (1) The brokerage shall: (a) Prior authorize and pay subcontractors for the least costly but most appropriate mode of transportation for the client’s medical needs to and from an CCO covered medical service. The most appropriate and least costly ride may include requiring the client to share the ride with other clients; (b) Ensure the client is obtaining OHP covered medical services in the client’s local area. “Local area” means an area within the accepted community standard and includes the client’s metropolitan area, city or town of residence; (c) Verify the client’s CCO eligibility and that the client’s benefit package includes NEMT services. The brokerage shall verify this through electronic eligibility information; (d) Assess the client’s access to other means of transportation, such as driving their own car or getting a ride from a family member or neighbor; (e) Verify the client’s attendance for continuing requests for rides if the medical provider could not affirm an appointment for a previous ride; (f) Schedule a ride with an alternate subcontractor if the subcontractor originally assigned is unable to provide the ride; and (g) Assign rides based on an evaluation of several factors, including but not limited to: (A) Cost; (B) The client’s need for appropriate equipment and transportation; (C) Any factors related to a subcontractor’s capabilities, availability and past performance; and (D) Any factors related to the brokerage’s need to maintain sufficient service capacity to meet client needs. (4) Pursuant to OAR 410-120-1210, Medical Assistance Benefit Packages and Delivery System, clients receiving the following benefit packages are not eligible for NEMT: (a) OHP Standard; (b) Citizen Alien Waived Emergency Medical; and (c) Qualified Medicare Beneficiary (QMB) only. (5) The brokerage shall maintain records of the reasons for authorizing a ride: (a) That is not cost effective or not based on the factors specified in section (3); (b) With more than two attendants for an ambulance or stretcher car; or (c) With more than one attendant for a wheelchair van. (6) The brokerage shall provide a ride to a client to fill prescription medication only in the following situation: (a) The client needs to stop on the way home to fill or pick up prescribed medication related to the medical service for which the brokerage provided the ride; (b) It is medically necessary to fill or pick up the medication immediately; and (c) The pharmacy is located on the return route or is the closest pharmacy to the return route. 181

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 10 of 42 (7) The brokerage may provide a ride to a client to fill prescribed medication under the following situations: (a) The brokerage asks the client if the prescription service is available through the CCO’s contracted mail-order prescription service, and the client responds that it is not available through that source. (b) The client has an urgent need to fill or pick up prescribed medication because the postal prescription service mailed the wrong medication, or the client has an unexpected problem caused by the medication; or (c) The client is transient or without regular access to a mailbox. In this situation, the brokerage may evaluate the need on a case-by-case basis. (8) The brokerage shall provide out-of-area rides under the following circumstances: (a) The client is receiving an OHP covered medical service that is not available in the service or local area but is available in another area of the state; or (b) The client is receiving a covered service in California, Idaho or Washington where the service location is no more than 75 miles from the Oregon border. (9) Brokerages may coordinate to provide a return ride to a client who receives medical services outside the client's local area. (10) Within 30 calendar days, brokerages shall retroactively authorize and pay for NEMT services that have already occurred only when the brokerage could not prior authorize the service because the brokerage was closed, the brokerage confirms the circumstances of the ride and: (a) The eligible client needed urgent medical care; (b) The eligible client required secured transport pursuant to OAR 410-136-3140, Secure Transports; or (c) The client was in a hospital, and the hospital discharged or transferred the client. (11) Brokerages shall not authorize or pay for out-of-area rides based only on client preference or convenience. (12) Brokerages shall provide toll-free call centers for clients to request rides. The following pertain to the brokerage’s call center and scheduling of rides: (a) The call center shall operate at a minimum Monday through Friday from 9:00 am to 5:00 pm, but the brokerage may close the call center on New Year’s Day, Martin Luther King Day, Memorial Day, July 4, Labor Day, Thanksgiving and Christmas. The CCO may approve, in writing, additional days of closure if the brokerage requests the closure at least thirty days in advance. (b) Brokerages shall make all reasonable efforts for clients to have access to available NEMT services 24 hours a day. When the call center is closed, the brokerages shall provide a recording or answering service to refer the client directly to a subcontractor. If no subcontractor is available, the brokerage must provide clients with recorded information about service hours and how to reach emergency services by calling 911; (c) The brokerage shall allow a client to schedule rides at least 30 days in advance of the medical service; and (d) The brokerage shall allow a client to request multiple ride requests at one time. 182

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 11 of 42 (e) The brokerage shall develop procedures and make reasonable efforts to arrange a ride requested on the day of the medical service when the medical service is: (A) For an urgent medical condition; and (B) Due to the urgency of the medical condition, the client scheduled an immediate medical appointment. 183

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 12 of 42 (13) The brokerage is not responsible for providing emergency medical transportation services. However, brokerages shall have procedures for referring clients requesting emergency medical transportation services to the appropriate emergency transportation resources and procedures for subcontractors per OAR 410-136-3040, Vehicle Equipment and Subcontractor Standards. (14) Brokerages shall establish regional advisory groups consisting of representatives from the CCO, Authority, DHS, Area Agencies on Aging, consumers and representatives of client advocacy groups from within the service or local area. The role of the group includes, but is not limited to: (a) Assisting in monitoring and evaluating the NEMT program; and (b) Recommending potential policy or procedure changes and program improvements to brokerages and the CCO and assisting in prioritizing those changes and improvements. (15) Brokerages shall have the discretion to use or not use DHS-approved volunteers. DHS shall provide brokerages with a list of approved and trained volunteers. DHS shall supervise the volunteers and assumes all liability for each volunteer as provided by law. (16) Brokerages or their subcontractors shall not bill eligible clients for any transports to and from CCO covered medical services or any transports where the CCO denied reimbursement. (17) On a minimum of five percent of the ride requests, brokerages shall contact medical providers to verify appointments and that the appointments are for OHP covered medical services. (18) Brokerages may purchase tickets for common carrier transportation, such as inter- or intra-city bus, train or commercial airline when deemed cost effective and safe for the client. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 184

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 13 of 42 410-136-3040 New Rule Vehicle Equipment and Subcontractor Standards (1) Brokerages shall require subcontractors to maintain their vehicles for the comfort and safety of the clients. The vehicles shall meet the following requirements: (a) The interior of the vehicle shall be clean; (b) The subcontractor shall not smoke or permit smoking in the vehicle at any time; and (c) The subcontractor shall comply with appropriate local, state, and federal transportation safety standards regarding passenger safety and comfort. The vehicle shall include, but is not limited to, the following safety equipment: (A) Safety belts for all passengers if the vehicle is legally required to provide safety belts; (B) A first aid kit; (C) A fire extinguisher; (D) Roadside reflective or warning devices; (E) A flashlight; (F) Tire traction devices when appropriate; (G) Disposable gloves; and (H) All equipment necessary to transport clients using wheelchairs or stretchers if the subcontractor uses the vehicle for these modes of transportation. (2) The subcontractor shall follow a preventative maintenance schedule that incorporates at least all of the maintenance recommended by the vehicle manufacturer. The vehicle must be in good operating condition and shall include, but is not limited to: (a) Side and rear view mirrors; (b) A horn; and (c) Working turn signals, headlights, taillights and windshield wipers. (3) Brokerages shall ensure subcontractors’ drivers receive training on their job duties and responsibilities, including: (a) Understanding NEMT services in general, reporting forms, vehicle operation, requirements for fraud and abuse reporting and the geographic area in which subcontractors will provide service; (b) Requiring the subcontractors’ drivers to complete the National Safety Council Defensive Driving course or an equivalent course within six months of the date of hire and at least every three years thereafter; (c) Requiring the subcontractors’ drivers to complete Red Cross-approved First Aid, Cardiopulmonary Resuscitation and blood spill procedures courses or equivalent courses within six months of the date of hire and to maintain the certification as a condition of employment; (d) Requiring the subcontractors’ drivers to complete the Passenger Service and Safety course or an equivalent course within six months of the date of hire and at least every three years thereafter; (e) Understanding established procedures for subcontractors and the subcontractor’ drivers in the event that the client needs emergency care during the ride; and (4) Brokerages shall ensure the following when hiring a subcontractor: 185

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 14 of 42 (a) The subcontractor must have a valid driver license. The license must be the class of license, with any required endorsements, that permits the subcontractor to legally operate the vehicle for which they are hired to drive per ORS chapter 807 and OAR chapter 735, division 062, or the applicable statutes of other states; and (b) The subcontractor must pass a criminal background check in accordance with OAR chapter 407, division 7, and meet the brokerage’s requirements and any applicable state statutes for a positive criminal background check. (5) For authorized out-of-state NEMT services in which the subcontractor solely performs work in the other state and for which the brokerage has no oversight authority, the brokerage is not responsible for ensuring the subcontractor’s vehicle and the subcontractor standards meet the requirements set forth in this rule. (6) Brokerages must require any subcontractor to obtain and maintain the following insurance policies: (a) General liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 for each occurrence for bodily injury and property damage. The policy must include an indemnity clause for liability coverage. The policy must provide that the State of Oregon, Oregon Health Authority and its divisions, officers and employees are additional insureds but only related to the brokerages services. (b) Automobile liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 for each accident for bodily injury and property damage, including coverage for owned, hired or non-owned vehicles, as applicable. (7) Brokerages and their subcontractors that employ workers as defined in ORS 656.027 shall comply with ORS 656.017 and shall provide workers’ compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126 (2). Brokerages shall require each of their subcontractors to comply with this requirement. (8) Brokerages and their subcontractors shall furnish proof of insurance to the CCO and/or Authority upon request. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 186

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 15 of 42 410-136-3060 New Rule Ownership of Equipment and Property (1) Brokerages shall provide all equipment necessary for the operation of NEMT services. “Equipment” includes, but is not limited to, workstations, computers, computer peripherals and software used exclusively for NEMT services. “Equipment” does not include vehicles. (2) The brokerage shall execute any documents or instruments that the CCO reasonably requests to grant or assign ownership in intellectual property to the United States or the Authority, or CCO when: (a) State or federal law requires the Authority or brokerage to grant to the United States a license to any intellectual property; or (b) State or federal law requires that the CCO, Authority, or the United States owns the intellectual property. (3) Notwithstanding section (2) of this rule, the CCO shall not own the right, title and interest in any intellectual property the brokerage created or delivered to provide NEMT services. (4) If the CCO becomes the owner of any intellectual property that the brokerage created, the CCO shall grant a perpetual, worldwide, non-exclusive, royalty-free and irrevocable license, subject to any restrictions or prohibitions on the dissemination or disclosure of information, to the brokerage to use, copy, distribute, display, build upon and improve the intellectual property for its business purposes. (5) The brokerage in its subcontracts with subcontractors shall include any terms and conditions necessary to execute section (2) of this rule. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 187

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 16 of 42 410-136-3080 New Rule Out-of-State Transportation (1) “Out-of-state transportation” means transportation to or from any location outside Oregon, with the exception of contiguous areas up to 75 miles outside the Oregon border. (2) The brokerage shall arrange rides and pay for out-of-state transportation, as defined in section (1) of this rule, to and from an out-of-state OHP covered medical service when: (a) The brokerage confirms that the Authority, the Prepaid Health Plan (PHP) or CCO authorized the out-of-state OHP covered medical service per OAR 410-120-1180, Medical Assistance Benefits: Out-of-State Services; and (b) The client is eligible for transportation services per OAR 410-136-3020, General Requirements for NEMT. (3) Brokerages shall not arrange or pay for: (a) A client’s return from any foreign country to any location within the United States for the client to obtain medical care because the care is not available in the foreign country; (b) A client’s return to Oregon from another state when the client was not in the other state to obtain authorized medical services or treatments. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 188

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 17 of 42 410-136-3120 New Rule Attendants for Child Transports (1) This rule applies to NEMT for children under 12 years of age who are eligible for NEMT services to and from OHP covered medical services. The rule also applies to children and young adults with special physical or developmental needs, regardless of age, hereafter referred to as “child” or “children.” (2) Parents or legal guardians must provide an attendant to accompany the children while traveling to and from medical appointments except when: (a) The driver is a DHS volunteer, DHS employee or an CCO employee; (b) The child requires secured transport per OAR 410-136-3140, Secure Transports; or (c) An ambulance subcontractor transports the child for NEMT services, and the brokerage reimburses the ambulance subcontractor at the ambulance transport rate. (3) Attendants are required for NEMT ambulance transports when the brokerage uses an ambulance to provide wheelchair or stretcher car or van rides. (4) DHS shall establish and administer guidelines for children in the department’s custody, including guidelines for volunteer drivers. If DHS’s requirements differ from this rule, DHS’s requirements take precedence. (5) An attendant may be the mother, father, stepmother, stepfather, grandparent or legal guardian of the child. The attendant also may be any adult the parent or legal guardian authorizes to be an attendant. An attendant also may be a brother, sister, stepbrother or stepsister of the child, as long as the attendant is at least 18 years of age, and the parent or legal guardian authorizes it. (6) Brokerages or their subcontractors may require the child’s parent or legal guardian to provide written authorization for an attendant other than themselves to accompany the child. (7) Brokerages or their subcontractors shall not bill additional charges for a child’s attendant. (8) The attendant must accompany the child from the pick-up location to the destination and on the return trip. The attendant must also remain with the child during their appointment. Another person shall not accompany the attendant unless the parent or legal guardian authorizes it or unless the other person is an eligible child traveling to the same location for a medical appointment. (9) The parent, guardian or adult caregiver for the child shall provide and install child safety seats as required by state law. The subcontractor shall not transport a child if a parent or legal guardian fails to provide a child safety seat that complies with state law. Stat. Auth.: ORS 413.042 189

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 18 of 42 Stats. Implemented: ORS 414.065 190

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 19 of 42 410-136-3140 New Rule Secured Transports (1) “Secured transport” means NEMT services for the involuntary transport of clients who are in danger of harming themselves or others. Secured transports are allowable when: (a) The brokerage has ensured the subcontractor has met the requirements of the secure transport protocol pursuant to OAR 309-033-0200 through OAR 309-033-0970, and, therefore, the subcontractor is able to transport the client who is in crisis or at immediate risk of harming themselves or others due to mental or emotional problems or substance abuse; and (b) The transport is to a Medicaid enrolled facility that the CCO recognizes as being able to treat the immediate medical or behavioral health care needs of the client in crisis. (2) One additional attendant may accompany the client at no additional charge when medically appropriate, such as to administer medications, etc. in-route, or to satisfy legal requirements, including, but not limited to when a parent, legal guardian or escort is required during transport. (3) The brokerage shall authorize NEMT services for an eligible client when the court orders an OHP covered medical service. (4) The brokerage shall assume that a client returning to their place of residence is no longer in crisis or at immediate risk of harming themselves or others, and is, therefore, able to use non-secured transportation. In the event that a secured transport is medically appropriate to return a client to their place of residence, the brokerage shall obtain written documentation, signed by the treating medical professional, stating the circumstances that required secure transport. The brokerage shall retain the documentation and a copy of the order in their record for the CCO to review. (5) The brokerage shall not approve or pay for secure medical transport provided to a person: (a) In the custody of or under the legal jurisdiction of any law enforcement agency; (b) Going to or from a court hearing, or to or from a commitment hearing; (c) Whom the CCO has determined is an inmate of a public institution as defined in OAR 461-135-0950, Eligibility for Inmates; or (d) Whose OHP eligibility has been suspended pursuant to ORS 414.420 or ORS 414.424. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 191

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 20 of 42 410-136-3180 New Rule Transportation of Clients Changing Hospitals or Other Facilities (1) Brokerages shall arrange and pay for transporting an eligible client who has had a change in condition, noted in the client’s DHS care plan, resulting in a need for a new service setting with a lower or higher level of care. This includes clients who are changing levels of care between their community-based care settings or between institutional and community-based settings. The client’s DHS worker, CCO, or Care Facilty must request the ride. (2) Brokerages shall not arrange or pay for: (a) The transport or return of an inpatient client from an admitting hospital to another hospital (or facility) for diagnostic or other short-term services when the patient will return to the admitting hospital within the first 24-hours of admission. The subcontractor shall bill the admitting hospital directly for these transports; (b)The transport of a client receiving long-term care service in their home or residing in a long-term care facility for the sole purpose of shopping for another long-term care facility, even if the client is looking for a new facility to receive a lower or higher level of care; (c) The transport of a client moving from one type of facility to a facility of the same type, such as from an adult foster home to another adult foster home; and (d)The transport of a client who is relocating to another state, unless the transport is to receive an OHP covered medical service pursuant to ORS 410-136-3080, Out-of-State Transportation. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 192

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 21 of 42 410-136-3260 New Rule Brokerage Reimbursements to Subcontractors (1) Brokerages shall reimburse their NEMT subcontractors for the most cost-effective route from point of origin to point of destination. (2) Brokerages shall reimburse for NEMT ground and air ambulance transports pursuant to OAR 410-136-3220, Reimbursements for Ground and Air Ambulance Transports. (3) With the exception of section (2), brokerages shall establish a base rate with its subcontractors. “Base rate” for all modes of transportation except ground and air ambulance means the rate the brokerage and its subcontractors agree on for each mode of transportation. (4) If a subcontractor uses an ambulance as a stretcher car or van, the brokerage shall reimburse the subcontractor using the base rate for stretcher cars or vans. (5) Notwithstanding section (4), brokerages shall pay ambulance subcontractors at the ambulance rate instead of the stretcher car or van rate when the transport exceeds two hours, necessitating a medical technician to care for the client during the ride. (6) Brokerages shall not reimburse their subcontractors for waiting for clients to get to the vehicle or for assisting clients to get in or out of a vehicle. (7) Brokerages may reimburse their subcontractors for waiting time: (a) In special situations, such as when the subcontractor has to wait for a client who is using the subcontractor’s gurney and cannot transfer to a gurney at a medical facility; or (b) Because of a medical issue during the ride, such as: (A) The client is nauseous or is vomiting after dialysis or chemotherapy; or (B) The client needs to stop to get prescription medication or medical supplies related to the medical service. (8) Brokerages shall reimburse their subcontractors at the base rate for ambulatory vehicles if the subcontractor provides a ride to an ambulatory client in a non-ambulatory vehicle. (9) Brokerages may authorize a subcontractor to transport a non-ambulatory client in an ambulatory vehicle if the vehicle can accommodate and transport the client and if allowed by local ordinance. The brokerage shall reimburse its subcontractor at the non- ambulatory vehicle rate. (10) The wheelchair base rate applies to the transport of a client with a reclining wheelchair; wheelchairs do not qualify as stretchers or gurneys. (11) The following applies to reimbursement for deceased clients: 193

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 22 of 42 (a) If a client dies before the subcontractor arrives at the scene, the brokerage shall not reimburse its subcontractors; or (b) If a client dies after the transport begins but before reaching the destination, the brokerage’s payment is limited to the base rate for the mode of transportation and mileage. For ambulance transports, the payment also would include costs for an extra attendant, if applicable. (12) A brokerage shall not reimburse a subcontractor if: (a) A county or city ordinance prohibits any charging for services identified in the medical transportation services administrative rules; or (b) The subcontractor does not charge the public for such services. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 194

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 23 of 42 410-136-3280 New Rule Client Reimbursed Mileage, Meals and Lodging (1) The brokerage must prior authorize a client’s mileage, meals and lodging to an OHP covered medical service in order for the client to qualify for reimbursement. If the brokerage prior authorized the travel costs, a client may request reimbursement up to 30 days after the travel. (2) The client must return any documentation the brokerage requires before receiving reimbursement. Documentation required shall include a receipt for lodging. (3) The brokerage may hold reimbursements under the amount of $10 until the client’s reimbursement reaches $10. (4) Brokerages shall reimburse clients for meals when a client, with or without an attendant, travels a minimum of four hours round-trip out of their local area. The travel, however, must span the following meal times: (a) For a breakfast allowance, the travel must begin before 6 am; (b) For a lunch allowance, the travel must span the entire period from 11:30 am through 1:30 pm; and (c) For a dinner allowance, the travel must end after 6:30 pm. (5) Brokerages shall reimburse for meals at the CCO allowable rate. (6) Brokerages shall not reimburse clients for meals that a hospital or other medical facility provides. (7) Brokerages shall reimburse clients for lodging when: (a) A client would otherwise be required to begin travel before 5 am in order to reach a scheduled appointment; (b) Travel from a scheduled appointment would end after 9 pm; or (c) The client’s health care provider documents a medical need. (8) Brokerages shall reimburse for lodging at the CCO’s allowable rate or the actual cost of the lodging, whichever is less. (9) Brokerages shall reimburse for meals or lodging for only one attendant, which may be a parent, to accompany the client if medically necessary, but only if: (a) The client is a minor child and unable to travel without an attendant; (b) The client's attending physician provides a signed statement indicating the reason an attendant must travel with the client; (c) The client is mentally or physically unable to reach his or her medical appointment without assistance; or (d) The client is or would be unable to return home without assistance after the treatment or service. 195

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 24 of 42 (10) The brokerage shall not reimburse for the attendant's time or services. (11) If a client’s health care provider admits the client for inpatient care, an attendant is no longer medically necessary because the facility provides all necessary services for the client. Therefore, the attendant is no longer eligible for lodging and travel expenses. The brokerage shall reimburse for meals and lodging for the attendant’s transportation home. However, the brokerage may pay for the attendant’s meals and lodging if it is more cost effective for the attendant to remain near the client to accompany the client on the return trip as allowed by section (11). (12) Upon the client’s release from inpatient care, if the attendant is medically necessary based on one of the conditions or circumstances listed in section (8), the brokerage shall reimburse for the attendant to return to the inpatient facility to accompany the client on the return trip. This only applies if the brokerage prior authorizes the attendant’s travel. (13) Brokerages shall not reimburse for mileage, meals and lodging for an attendant visiting an inpatient client, unless the physician provides a signed statement of the medical need. This includes, but is not limited to, parents of minors, breastfeeding mothers and spouses. (14) Incidences of Fraud, Waste, and Abuse will be reported to the Medicaid Fraud Unit as necessary following the State and Federal guidelines. (15) If a person or entity other than the client or the minor client’s parent or legal guardian provides the ride, the brokerage may reimburse the person or entity that provided the ride. However, the client or the minor client’s parent or legal guardian must approve in writing of the reimbursement. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 196

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 25 of 42 410-136-3300 New Rule Modifications Based on Client Circumstances (1) Brokerages may impose reasonable modifications on NEMT services when the client: (a) Is threatening harm to the driver or others in the vehicle; (b) Has a health condition that creates health or safety concerns to the driver or others in the vehicle; (c) Has other behaviors or circumstances that place the driver or others in the vehicle at risk of harm; (d) Frequently does not show up for scheduled rides; (e) Frequently cancels the ride on the day of the scheduled ride time; (f) Has behaviors that cause a local medical provider or facility to refuse to provide further services without imposing modifications; or (g) Has special needs that require special accommodations. (2) Reasonable modifications include, but are not limited to, requiring the client to: (a) Use a specific transportation subcontractor; (b) Travel with an attendant; (c) Use public transportation where available; (d) Drive themselves or locate someone to drive them and receive mileage reimbursement; or (e) Confirm the ride with the brokerage on the day of or the day before the scheduled ride. (3) Before requiring any modifications, the brokerage shall talk with the client about the reason for imposing a modification, explore modifications that are appropriate to the needs of the client and that address the health and safety concerns of the brokerages. The brokerage or client may include the client’s worker, PHP or CCO in the discussion. The client may include other individuals in the discussion. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 197

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 26 of 42 410-136-3320 New Rule Member Rights and Confidentiality (1) Brokerages shall treat all information gathered on the client as privileged and confidential communications. The brokerage shall apply confidentiality policies to all requests for information from outside sources. Nothing prohibits the disclosure of information in summaries, statistical reports or other forms as long as the document does not identify particular individuals and cannot lead to the identification of individuals. Brokerages and any subcontractors may share information as necessary to serve the client effectively. The brokerage shall not divulge the information without the written consent of the client, the responsible parent of a minor child or the client’s legal guardian. The use or disclosure of information is limited to persons directly connected to the administration of NEMT services. (2) The brokerage shall not deny or allow subcontractors to deny any client NEMT services based on race, color, sex, sexual orientation, religion, national origin, creed, marital status, age, health status or the presence of any sensory, mental or physical disability. (3) Brokerages must treat clients and ensure subcontractors treat clients in accordance with OAR 410-120-1855, Client Rights and Responsibilities. (4) The CCO and Brokerage shall have educational materials available for clients on its NEMT services. The CCO must first approve the materials and document the approval in writing. The CCO will coordinate with the Authority for necessary approval of materials. (5) As required by 42 CFR 431, a brokerage shall follow OAR 410-120-1860 and OAR 410-120-1865 pertaining to contested case hearings when it denies a ride, with the following exceptions: (a) The brokerage must immediately provide a secondary review by another employee when the initial screener denies a ride; and (b) The brokerage must mail a notice of action to a client denied a ride within 72 hours of denying a ride. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 198

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 27 of 42 410-136-3340 New Rule Reports and Documentation (1) Brokerages shall maintain documentation of rides denied and rides provided to clients. This documentation shall include, but is not limited, to: (a) The name of the client and the person requesting the ride on behalf of the client, if applicable; (b) The client's OHP medical care identification number; (c) The date and time of the request for transportation; (d) The mode of transportation authorized for the client and a justification for authorizing a mode of transportation that is not reasonably understandable; (e) The location for picking-up the client and the destination; (f) The medical reason for the appointment; (g) The availability of other transportation resources and the justification for authorizing a ride when the client has other resources; (h) The subcontractor assigned to give the ride and the date and time the brokerage notified the subcontractor of the assignment; (i) The name of the employee who approved a ride; and (j) In the case of a denial of a ride: (A) The name of the employee who denied a ride; (B) The name of the employee who performed the secondary review before denying the ride; (C) The reason for the denial and the applicable Oregon administrative rule that supports the denial; (D) The date on the notice of action the brokerage mailed to the client; notice shall include hearing rights. (E) Documentation on the brokerage’s review, resolution, or disposition of the matter, if applicable, including the reason for the decision and the date of the resolution or disposition; and (F) Notations of oral and written communications with the client. (2) The brokerage shall retain the documentation on denials of rides for three calendar years, even if the brokerage is no longer a Medicaid enrolled provider before the end of the three years. The CCO may request this information at any time. (3) The brokerage shall maintain billing files organized by subcontractor that justify the number of transports and with cross references to actual rides and specific clients. (4) The brokerages shall report monthly on estimated revenue and expenses. The report must contain the following costs as they pertain to providing NEMT services: (a) Sub-totals of administrative expenses, including: (A) Salaries and wages of the brokerage’s employees; (B) Payroll related expenses for the brokerage’s employees; (C) Other employee related expenses, such as recruitment and advertising; (D) Computer hardware and software purchased, leased or licensed; (E) Office supplies such as stamps, paper or printing; 199

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 28 of 42 (F) Non-computer related equipment purchased, leased or licensed; (G) Telephone; (H) Administrative support and other indirect charges; (I) Education and training; (J) Building expenses such as leases, rents, security, janitorial services and repairs that retain the property’s operating condition but do not add to the permanent value of the property; (K) Subcontractor identification and drug testing, such as fingerprinting and drug analysis; (L) Legal expense not related to the CCO, such as attorney fees; fines or penalties; (M) Indirect expenses, such as accounting, human resources, risk management or insurance; (N) Sub-contracts for operations or temporary employees; (O) Required driver training, if applicable; (P) Software maintenance, if applicable; and (Q) Details of other administrative expenses not specified above. (b) The number and costs of the following: (A) Stretcher car rides; (B) Wheelchair rides; (C) Ambulatory rides; (D) Secured transports; (E) Bus tickets; (F) Bus passes; (G) Reimbursements to clients; and (H) Commercial transports. (c) The amount of credits to subcontractors. (5) The financial reports must show the number of rides that volunteer drivers provide. (6) Brokerages must submit the financial report required in Section (4) of this rule within 45 days of the end of the reporting month. (7) Brokerages shall collaborate with the CCO to prepare the NEMT portion of the annual CCO Budget. (8) The CCO may request, and the brokerage shall provide, other reports or information not specified in Sections (1), (3), (4) and (6) of this rule. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 200

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 29 of 42 410-136-3360 New Rule Audits (1) The CCO, Authority, the Oregon Secretary of State Audits Division, the Oregon Department of Justice and the federal government may audit the brokerage’s or its subcontractor’s records at least annually. The audit shall include, but is not limited to, the following areas: (a) Financial status; (b) Performance and quality of the service; (c) Efficiency and effectiveness of the program’s operation; and (d) The relationship between the funds provided by the CCO and the amounts expended by brokerages or billed by subcontractors and that the use of funds is reasonable and necessary to ensure quality service. (2) The CCO, Authority, the Oregon Secretary of State Audits Division, the Oregon Department of Justice, and the federal government may review the brokerage’s or subcontractor’s records whenever necessary to verify delivery of service, financial and operational status, and compliance with Oregon administrative rules or to investigate unresolved questions of fact. (3) As specified by 42 CFR 455.17, brokerages and subcontractors shall report to the CCO any suspected fraud or abuse of NEMT services. If the suspected fraud or abuse is subcontractor-related, and the brokerage or the CCO determines the subcontractor has committed fraud, the brokerage shall immediately terminate its subcontract. Stat. Auth.: ORS 413.042 Stats. Implemented: ORS 414.065 201

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 30 of 42 202

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 31 of 42 EXHIBIT B COMPENSATION Compensation will be paid as capitation rates on a per Member per month basis to cover all Non- Emergent Medical Transportation as outlined using the following schedule: Counties Total NEMT CCO Plus (1) Contractor and Subcontractor shall assess any needed modifications to the capitation rates: (A) Quarterly; (B) When Contractor changes any program affecting eligibility or scope; or (C) If other factors impact the cost of delivering service. (2) Subcontractor shall account for NEMT services separate from any other services the brokerage provides. (3) Contractor shall pay Subcontractor monthly with the Contractor’s first check run, no later than the 8th of each month based on the weekly 834 eligibility files. Each monthly payment will include any adjustments based on the prior month eligibility communicated on the 834 eligibility files. (4) Contractor shall provide eligibility in a transportation flat file to the subcontractor daily and Subcontractor shall authorize and provide services using daily eligibility files in good faith, including mailing transit passes to clients. Contractor shall honor eligibility files sent to Subcontractor as proof of eligibility. “Good faith” means: (a) The Subcontractor verified client eligibility on the date of service or the date of mailing the transit passes, using the Contractors eligibility information; or (b)The client eligibility information was inconsistent or not available, and the brokerage used the most recent client information available immediately before the time of service or mailing of transit passes. (5) Actual costs for NEMT services shall include Subcontractor’s administrative and indirect expenses based on the subcontractors Indirect Cost Plan and other indirect expenses as approved by contractor from time to time, and payments to providers for transportation services. 203

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 32 of 42 (6) Subcontractor will be compensated for demonstrated actual costs exceeding the Per Member Per Month. 204

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 33 of 42 EXHIBIT C BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (“Agreement”), effective July 1st, 2013, (“Effective Date”), is entered into by and between ZZZ, an Oregon nonprofit corporation, on behalf of one of the Covered Entities identified at the link below and YYY Council of Governments, an Oregon Revised Statutes, (ORS) Chapter 190 intergovernmental organization (“Business Associate”). RECITALS A. ZZZ is the parent organization of the Covered Entities identified at AAAA, who are designated as a single Affiliated Covered Entity in accordance with the administrative simplification subtitle of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and regulations promulgated thereunder at 45 CFR Parts 160, 162 and 164, including the Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”), Breach Notification of Unsecured Protected Health Information Rule (“Breach Notification Rule”) and Security Standards for the Protection of Electronic Protected Health Information (“Security Rule”) (collectively “Standards”), as well as other applicable law, including the American Recovery and Reinvestment Act of 2009, Public Law 111-5 and all implementing regulations adopted pursuant thereto ("HITECH"). B. Business Associate will be providing services (the “Services”) for one or more members of Affiliated Covered Entity involving creating, receiving, maintaining, or transmitting Protected Health Information (“PHI”) on behalf of Affiliated Covered Entity. C. In compliance with HIPAA and HITECH Privacy and Security Rule Standards, Business Associate is required to safeguard PHI. D. Each member of the Affiliated Covered Entity has authorized ZZZ to enter into contracts, including Business Associate contracts, on member’s behalf. Accordingly, ZZZ is authorized to enter into this Agreement on behalf of all members of the Affiliated Covered Entity. E. The parties desire to enter into this Agreement to protect PHI, and to amend any agreements between them, whether oral or written, with the execution of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements below and in order to comply with all legal requirements for the protection of this information, the parties agree as follows: General Provisions. Effect. This Agreement supplements, modifies and amends any and all agreements (the “Other Agreement(s)”), whether oral or written, between the parties 205

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 34 of 42 involving the disclosure of PHI by the Affiliated Covered Entity to Business Associate, or the creation, receipt, maintenance, or transmission of PHI by Business Associate on behalf of the Affiliated Covered Entity. The terms and provisions of this Agreement shall supersede any other conflicting or inconsistent terms and provisions in any Other Agreement(s) between the parties, including all exhibits or other attachments thereto and all documents incorporated therein by reference. Without limitation of the foregoing, any limitation or exclusion of damages provisions shall not be applicable to this Agreement. Amendment. Business Associate and the Affiliated Covered Entity agree to amend this Agreement to the extent necessary for the Affiliated Covered Entity to comply with the Standards and other applicable laws and regulations, including HITECH, promulgated or to be promulgated by the Secretary or other regulations or statutes. Business Associate agrees that it will fully comply with all applicable laws and regulations, and that it will agree to amend this Agreement to incorporate any material change required to assure compliance with such laws and regulations. Definitions. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Section 0 of this Agreement or as otherwise defined in the Standards or in HITECH. Obligations of Business Associate. Use and Disclosure of Protected Health Information. Business Associate may use and disclose PHI only as required to satisfy its obligations under the Other Agreement(s), as permitted herein, or required by law, but shall not otherwise use or disclose any PHI. Business Associate shall not, and shall ensure that its directors, officers, employees, contractors and agents do not, use or disclose PHI received from the Affiliated Covered Entity in any manner that would constitute a violation of the Standards or other applicable law or regulation if so used or disclosed by the Affiliated Covered Entity, except that Business Associate may use or disclose PHI (i) for Business Associate’s proper management and administrative services or to carry out its legal responsibilities, as long as any such disclosure is required by law or Business Associate obtains in writing reasonable assurances from the recipient that the PHI will be held confidentially, that the PHI will be used or further disclosed only as required by law or for the purpose for which Business Associate made the disclosure to the recipient, and that recipient will notify Business Associate of any instances in which the recipient is aware that the confidentiality of the information has been breached, or (ii) to provide data aggregation services relating to the health care operations of the Affiliated Covered Entity if required under the Other Agreement(s). Business Associate hereby acknowledges that, as between Business Associate and the Affiliated Covered Entity, all PHI shall be and remain the sole property of the Affiliated Covered Entity, including any and all forms thereof developed by Business Associate in 206

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 35 of 42 the course of its fulfillment of its obligations pursuant to this Agreement and the activities set forth in the Other Agreement(s). Business Associate further represents that, to the extent Business Associate requests that the Affiliated Covered Entity disclose PHI to Business Associate, such a request is only for the minimum necessary PHI for the accomplishment of Business Associate’s purpose. Business Associate expressly agrees that any and all uses or disclosures of PHI, relating to either this Agreement or the Other Agreement(s), including future Other Agreement(s) that the Affiliated Covered Entity and Business Associate may enter into, by Business Associate will be done in accordance with the terms of this Agreement and the provisions of all applicable federal and state laws and regulations, including without limitation, the Privacy and Security Standards or HITECH. Safeguards against Misuse of Information. Business Associate agrees that it will use all appropriate safeguards, including administrative, physical and technical safeguards for Electronic Media and PHI, to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Agreement and in accordance with the Security Rule. Business Associate further warrants that it shall implement as of the Effective Date, administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any Electronic PHI that it creates, receives, maintains or transmits on behalf of Affiliated Covered Entity. Business Associate agrees that it will otherwise comply, where applicable, with the Security Rule. Reporting of Disclosures of Protected Health Information. Business Associate shall, upon becoming aware of any use or disclosure of PHI in violation of this Agreement by Business Associate, its officers, directors, employees, contractors or agents or by a third party to which Business Associate disclosed PHI pursuant to Section 2.4 of this Agreement, immediately report any such disclosure to the Affiliated Covered Entity but in no case later than five (5) business days. Business Associate shall also immediately report to the Affiliated Covered Entity any Privacy or Security Incident involving or impacting PHI in any format subject to the terms of this Agreement of which Business Associate becomes aware, but in no case later than five (5) business days, except that this Agreement hereby serves as notice, and no further reporting shall be required, of unsuccessful attempts at unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an Information System, such as “pings” on a firewall. The reporting obligations of this Section include notification of Breaches of Unsecured PHI in accordance with the Breach Notification Rule at 45 CFR 164.410 and other applicable laws. Such notice shall be made to the following: To: Attention: ZZZ Privacy Officer Samaritan Health Services, Inc. 3600 NW Samaritan Drive Corvallis, Oregon 97330 207

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 36 of 42 Agreements by Third Parties. Business Associate agrees to limit the use of subcontractors regarding the provision of services under any and all Agreements with Affiliated Covered Entity to business entities within the United States. Business Associate shall, in accordance with 45 C.F.R. §§164.502(e)(1)(ii) and 164.308(b)(2), as applicable, obtain and maintain an agreement with each subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate, pursuant to which agreement such subcontractor agrees to be bound by the same or more stringent restrictions, terms and conditions that apply to Business Associate pursuant to this Agreement with respect to such PHI. Business Associate shall require that any agent or subcontractor notify Business Associate of any instances in which PHI is used or disclosed in an unauthorized manner. Business Associate agrees to notify Affiliated Covered Entity in no case later than five (5) business days of the Business Associates’ knowledge of any such unauthorized use or disclosure. Business Associate shall take steps to cure the breach of confidentiality and end the violation, or shall terminate the subcontract. Notwithstanding the foregoing, Business Associate shall only disclose that PHI to such subcontractor as is reasonably necessary to perform the Services or to fulfill a specific function required or permitted under this Agreement. Business Associate shall obtain Affiliated Covered Entity’s written consent prior to disclosing PHI to such subcontractors when 500 or more individual’s PHI would be disclosed. Access to Information. If Business Associate maintains a Designated Record Set on behalf of the Affiliated Covered Entity, within five (5) days of a request by the Affiliated Covered Entity for access to PHI about an Individual contained in a Designated Record Set, Business Associate shall make available to the Affiliated Covered Entity such PHI for so long as such information is maintained in the Designated Record Set. In the event any Individual requests access to PHI directly from Business Associate, Business Associate shall within two (2) days forward such request to the Affiliated Covered Entity or as directed by the Affiliated Covered Entity provide the Individual access to the PHI. Any denials of access to the PHI requested shall be the responsibility of the Affiliated Covered Entity. Availability of Protected Health Information for Amendment. Within ten (10) days of receipt of a request from the Affiliated Covered Entity for the amendment of an Individual’s PHI or a record regarding an Individual contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to the Affiliated Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. §164.526. Accounting of Disclosures. Business Associate hereby agrees to document all access to and disclosures of PHI and such other information related to access to and the disclosure of PHI as may reasonably be necessary for the Affiliated Covered Entity to respond to any request by an Individual for an accounting of 208

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 37 of 42 disclosures of PHI and/or access report in accordance with 45 C.F.R. §164.528. Within ten (10) days of notice by the Affiliated Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI and/or access report, Business Associate shall make available to the Affiliated Covered Entity such information as is in Business Associate’s possession and is required for the Affiliated Covered Entity to make the accounting and/or access report required by 45 C.F.R. §164.528. At a minimum, Business Associate shall provide the Affiliated Covered Entity with the following information: (i) the date of the disclosure, (ii) the name of the entity or person who received the PHI, and if known, the address of such entity or person, (iii) a brief description of the PHI disclosed, (iv) a brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure, and (v) any other information required to respond to a request for accounting of PHI in accordance with the Privacy Standards or HITECH. In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall within two (2) days forward such request to the Affiliated Covered Entity. Affiliated Covered Entity is responsible for preparing and delivering the requested accounting. Business Associate hereby agrees to implement an appropriate recordkeeping process to enable it to comply with the requirements of this Section. Nothing in this section shall require the provision of an access report unless 45 C.F.R. §164.528 is amended to require such a report. Availability of Books and Records. Business Associate hereby agrees to make its internal practices, books and records, including but not limited to policies and procedures, relating to the use and disclosure of PHI available to the Secretary for purposes of determining the Affiliated Covered Entity’s and Business Associate’s compliance with the Standards and HITECH. Compliance with Electronic Transactions and Code Set Standards. If Business Associate conducts any Standard Transactions for, or on behalf of, Affiliated Covered Entity, Business Associate agrees to comply, and will require any subcontractor or agent conducting such Standard Transaction to comply, with each applicable requirement of 45 CFR Parts 160 and 162, as modified or amended. Business Associate agrees not to enter into any agreement with subcontractors or agents in connection with the conduct of Standard Transactions that: (i) changes the definition, data condition or use of a data element or segment in a Standard; (ii) adds any data element or segments to the maximum defined data set; (iii) uses any code or data elements that are either marked “not used” in the Standard’s Implementation Specification(s) or are not in the Standard’s Implementation Specification(s); or (iv) changes the meaning or intent of the Standard’s Implementation Specification(s). Delegation of Compliance Obligations Under the Privacy Rule. To the extent Business Associate is to carry out Affiliated Covered Entity’s obligation under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to the Affiliated Covered Entity in the performance of such obligation. 209

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 38 of 42 Mitigation. Business Associate hereby agrees to mitigate, to the extent practicable, any harmful effects of which Business Associate becomes aware that arise out of the use or disclosure of PHI by Business Associate that is in violation of this Agreement. Minimum Necessary; Access through Connectivity to Electronic Medical Record Databases. Business Associate agrees to disclose to its subcontractors, agents or other third parties, and to request from Affiliated Covered Entity, only the minimum amount of PHI necessary to accomplish the intended purpose of the Services to be provided under this Agreement or any Other Agreement(s). If Business Associate is provided access to any PHI through connectivity to the Affiliated Covered Entity’s electronic medical record databases, Business Associate shall limit such access to the minimum necessary to accomplish the intended purpose of the Services to be provided under this Agreement or any Other Agreement(s). Indemnification. Business Associate hereby agrees to indemnify and hold the Affiliated Covered Entity harmless from and against any and all liability and costs, including attorneys’ fees, breach notification costs, and mitigation costs such as reasonable identity theft monitoring, created by a breach of this Agreement by Business Associate, its agents or subcontractors, without regard to any limitation or exclusion of damages provision otherwise set forth in the Other Agreement(s). Insurance. Business Associate shall maintain appropriate and adequate insurance coverage for Business Associate’s obligations pursuant to this Agreement. Business Associate shall ensure in writing that any subcontractor that creates, receives, maintains, or transmits Protected Health Information on Business Associate’s behalf shall maintain appropriate and adequate insurance coverage for subcontractor’s obligations pursuant to subcontractor’s agreement with Business Associate under Section 2.4. Notice of Request for Data. Business Associate agrees to notify the Affiliated Covered Entity within five (5) business days of Business Associate’s receipt of any request or subpoena or court order for PHI from a government agency or relating to litigation, other than requests that are governed by Section 2.5 of this Agreement. To the extent that the Affiliated Covered Entity decides to assume responsibility for challenging the validity of such request, Business Associate agrees to cooperate fully with the Affiliated Covered Entity in such challenge. Injunction. Business Associate hereby agrees that the Affiliated Covered Entity will suffer irreparable damage upon Business Associate’s breach of this Agreement and that such damages shall be difficult to quantify. Business Associate hereby agrees that the Affiliated Covered Entity may file an action for an injunction to enforce the terms of this Agreement against Business Associate, in addition to any other remedy the Affiliated Covered Entity may have. 210

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 39 of 42 Term and Termination. Term. This Agreement shall become effective on the Effective Date and, unless otherwise terminated as provided herein, shall continue in effect so long as Business Associate uses, discloses, creates or otherwise possesses any PHI created, received, maintained, or transmitted on behalf of the Affiliated Covered Entity and until all PHI created or received by Business Associate on behalf of the Affiliated Covered Entity is returned to the Affiliated Covered Entity pursuant to Section 3.3. Termination upon Breach of Provisions Applicable to Protected Health Information. Any other provision of the Other Agreement(s) notwithstanding, this Agreement and the Other Agreement(s) may be immediately terminated by the Affiliated Covered Entity upon written notice to Business Associate in the event that Business Associate breaches any provision contained in this Agreement; provided, however, that in the event that termination of this Agreement and the Other Agreement(s) is not feasible, in the Affiliated Covered Entity’s sole discretion, Business Associate hereby acknowledges that the Affiliated Covered Entity shall have the right to report the breach to the Secretary, notwithstanding any other provision of this Agreement or any Other Agreement(s) to the contrary. Return or Destruction of Protected Health Information upon Termination. Upon termination of this Agreement or of the business relationship between Affiliated Covered Entity and Business Associate, Business Associate shall either return or destroy all PHI received from the Affiliated Covered Entity or created or received by Business Associate on behalf of the Affiliated Covered Entity and which Business Associate still maintains in any form. Business Associate agrees to recover or arrange for the destruction of any PHI in the possession of its subcontractors or agents. In the event that Business Associate destroys PHI, it shall provide a certificate of destruction to Affiliated Covered Entity upon Affiliated Covered Entity’s request. Neither Business Associate nor any of its subcontractors or agents shall retain any copies of such PHI in its possession. In the event that Business Associate believes that returning or destroying the PHI is not feasible, within seven (7) days of any termination hereof Business Associate shall provide written notice to the Affiliated Covered Entity setting forth the conditions that Business Associate believes make return or destruction of the PHI not feasible. To the extent that the Affiliated Covered Entity agrees that it is not feasible to return or destroy such PHI, the terms and provisions of this Agreement shall survive such termination and Business Associate shall use or disclose such PHI solely for the purpose or purposes that made the return or destruction of the PHI infeasible. The Affiliated Covered Entity’s Right of Cure. At the expense of Business Associate, the Affiliated Covered Entity shall have the right to cure any breach of Business Associate’s obligations under this Agreement. The Affiliated Covered Entity shall give Business Associate notice of its election to cure any 211

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 40 of 42 such breach and Business Associate shall cooperate fully in the efforts by the Affiliated Covered Entity to cure Business Associate’s breach. All requests for payment for reasonable expenses associated with such cure by the Affiliated Covered Entity shall be paid within thirty (30) days. Transition Assistance. Following the termination of this Agreement, and the Other Agreement(s) for any reason, Business Associate agrees to provide transition services for the benefit of the Affiliated Covered Entity, including the continued provision of the Services required under the Other Agreement(s) until notified by the Affiliated Covered Entity that the alternative provider of the transition services is able to take over the provision of the Services and the transfer of the PHI and other data held by Business Associate related to the Services under the Other Agreement(s). Compliance with Red Flag Regulations. Business Associate agrees to develop and implement policies and procedures designed to prevent, detect and mitigate against the reasonably foreseeable risks of personal and medical identity theft in compliance with the requirements of the Identity Theft, Red Flags and Address Discrepancies under the Fair and Accurate Credit Transaction Act of 2003 ("Red Flag Rules"). Miscellaneous. Regulatory References. Any reference made herein to any provision of law or regulation shall be a reference to such Section as in effect and as same may be amended or superseded from time to time, and for which compliance is required. Amendment. This Agreement may not be amended except in a writing signed by both parties hereto. Notwithstanding the foregoing, Affiliated Covered Entity may amend this Agreement upon written notice to Business Associate to the extent necessary or appropriate to assure compliance with any and all state or federal laws, rules, or regulations, including without limitation the Standards, HITECH and any other future laws, rules or regulations. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the parties hereto to comply with the Standards and other applicable privacy- related laws and regulations. Successors and Assigns. This Agreement and all rights and obligations hereunder shall be binding upon and shall inure to the benefit of the respective successors and assigns of both parties hereto. Survival. The respective rights and obligations of Business Associate set forth in Section 3.3 hereof shall survive any termination of this Agreement. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the 212

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 41 of 42 same force and effect as though such void or unenforceable provision had been deleted. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. Choice of Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Oregon, without regard to such state’s conflict of laws provisions. Counterparts, Facsimile. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. Definitions for Use in this Agreement. Electronic PHI shall have the meaning set forth for “electronic protected health information” in the Standards, limited to information that Business Associate creates, receives, maintains, or transmits on Affiliated Covered Entity’s behalf. Individual shall have the meaning set forth for “individual” in the Standards and shall include a person who qualifies as a personal representative under the Standards. Protected Health Information (PHI) shall have the meaning set forth for “protected health information” in the Standards, limited to information that Business Associate creates, receives, maintains, or transmits on Affiliated Covered Entity’s behalf. Unsecured Protected Health Information shall have the meaning set forth for “protected health information” in the Standards, limited to information that Business Associate creates, receives, maintains, or transmits on Affiliated Covered Entity’s behalf. INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. 213

Sample contract between XXX Health Plans and YYY Council of Governments. 8.c - Salem-Keizer - Subcontractor Agreement Page 42 of 42 AFFILIATED COVERED ENTITY: BUSINESS ASSOCIATE: By: By: Title: VP-COO Title: Date: Date: 214

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