ADTS/WISE#

MEMORANDUM OF UNDERSTANDING
BETWEEN THE OHIO DEPARTMENT OF HEALTH
AND
PARTNERS IN HEALTH

THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made as of the 18th of May, 2020

(the “Effective Date”) by and between the Ohio Department of Health located at 246 N. High
Street, Columbus, Ohio (hereinfter “ODH”), and Partners In Health, a nonprofit corporation,
located at 800 Boylston Street, Suite 300, Boston, Massachusetts 02199 (“PIH”). ODH and PIH
are referred to herein individually as a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, ODH is a cabinet-level agency of the state of Ohio (State) responsible for
coordinating activities to protect and improve the health of all Ohioans by preventing contagious
or infectious disease, promoting good health and assuring access to quality care, which includes
preventing and reducing the transmission of COVID-19 within the state of Ohio and

WHEREAS, PIH is a non-profit organization that provides a preferential option for the poor by
working in partnership with community organizations and the public sector to improve health
outcomes, including providing guidance and support for contact tracing efforts to decrease the
transmision of COVID-19;

NOW THEREFORE, in contemplation of the mutually beneficial relationships to be established,

and in consideration of the mutual promises and covenants contained herein and other good and
valuable consideration, the sufficiency of which is hereby agreed to and accepted, the Parties
understand as follows:

1. Purpose of the MOU: Definition.

The primary objective of this MOU is to create a means for cooperative efforts between PIH and
ODH for PIH to provide advisory services on contact tracing in Ohio to support ODH’s goal of
reducing transmission of COVID-19. ODH is solely responsible for determining if and how it will
implement any recommendations made by PIH. ODH acknowledges and agrees that PIH is not
responsible for implementation or oversight of the contract tracing program or workforce in Ohio.
In addition, PIH may provide training materials or other materials related to privacy or data
security; however, PIH is not responsible for providing any advice related to privacy, data security
or compliance with local, state or federal laws that may be related to contact tracing activities or
compliance with Ohio Department of Health or local boards of health rules, regulations and
requirements. ODH shall be solely responsible for determining if and and how it will implement
such materials in compliance with all such applicable laws, rules, regulations and requirements.
PIH shall not use or access any ODH data or have access to State of Ohio or ODH networks and
systems in the course of providing services under this MOU.

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 2. Term of this MOU.
The term of this MOU is for a period of three (3) months from the Effective Date and may be
extended by written agreement of the Parties. Either Party may terminate for any reason on ten
(10) days prior written notice.

3. Coordination Committee.
To facilitate this MOU, an operation structure between PIH and ODH coordination committee will
be formed. It will be the ODH’s responsibility to coordinate tasks and ensure effective
communication. To facilitate the goals set forth in this MOU, one representative from each Party
will be designated as a liaison with a primary responsibility of discussing the activities covered
herein.

PIH: Katie Bollbach kbollbach@pih.org

ODH: Joanne Pearsol Joanne.Pearsol@odh.ohio.gov

4. Areas of Collaboration.
Throughout the term of this MOU, the Parties agree to collaborate on on-going areas of
consultation, education and sharing of information, as described in Exhibit 1 to this MOU. ODH
understands and agrees that PIH’s services under this MOU are dependent on available donor
funding and that without such funding, PIH may not be able to provide one or more of the
contemplated services, including those identified in Exhibit 1.

5. Costs, Expenses.
Each Party is responsible for its own costs and expenses related to its activities under this MOU.
Subject to the availability of donor funding, PIH’s services under this MOU are provided without
cost to ODH. No payment will be due or made by ODH to PIH for performing any obligations
under this MOU.

6. Intellectual Property; Publications; Publicity.

6.1 Materials developed by PIH for the Massachuetts Community Tracing Collaborative
are owned by the Commonwealth Health Connector Insurance Authority (the “Health
Connector”), and are provided by PIH to ODH under license from the Health
Connector (collectively, the “CTC Materials”). PIH grants ODH, its employees,
officials, contractors, and government and non-profit stakeholders a non-exclusive,
perpetual, irrevocable, world-wide, royalty-free license to use the CTC Materials
solely for the purposes of developing and providing contact tracing activities in Ohio
under this MOU. The CTC Materials are deemed proprietary and may not be
otherwise used, posted on the internet or otherwise made available to the public or
other third parties, without the prior written permission of PIH. Once such written
permission is granted, any use of the CTC Materials must include an appropriate
attribution to the Massachusetts Community Tracing Collaborative and the Health
Connector. The foregoing restrictions on use and attribution requirements shall apply
only to such CTC Materials that are clearly marked with CTC’s name, logo or other
marking as CTC Materials upon delivery of such materials to ODH.

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6.2 PIH retains ownership of and all rights in and to any PIH pre-existing or independently
developed materials (“PIH Materials”) that it may make available to ODH under this
MOU. PIH grants ODH its employees, officials, contractors, and government and non-
profit stakeholders a non-exclusive, perpetual, irrevocable, worldwide, royalty-free
license to use the PIH Materials solely for the purposes of developing and providing
contact tracing activities in Ohio under this MOU. The PIH Materials may not be
otherwise used, posted on the internet or otherwise made available to the public,
without the prior written permission of PIH or mandatory disclosure by law. Once such
written permission is granted, any use of the PIH Materials must include an appropriate
attribution to PIH. The foregoing restrictions on use and attribution requirements shall
apply only to such PIH Materials that are clearly marked with PIH’s name, logo, or
other marking as PIH Materials upon delivery of such materials to ODH.

6.3 ODH retains ownership of and all rights in and to any ODH pre-existing or
independently developed materials (“ODH Materials”) that it may make available to
PIH under this MOU. ODH grants PIH, its employees, officials, and contractors a non-
exclusive, perpetual, irrevocable, worldwide, royalty-free license to use the ODH
Materials solely for the purposes of developing and providing contact tracing activities
in Ohio under this MOU. The ODH Materials may not be otherwise used, modified,
copied, distributed, published, displayed, posted on the internet or otherwise made
available to the public or any other third parties, without the prior written permission
of ODH or mandatory disclosure by law. Once such written permission is granted, any
use of the ODH Materials must include an appropriate attribution to ODH. The required
language of such attribution may be specified by ODH.The foregoing restrictions on
use and attribution requirements shall apply only to such ODH Materials that are clearly
marked with ODH’s name, logo or other marking as ODH Materials upon delivery of
such materials to PIH.

6.4 Subject to Sections 6.1, 6.2 and 6.3, any materials developed by the Parties jointly
under this MOU shall be owned by ODH and may be used by ODH, its employees,
officials, contractors, stakeholders for puposes of developing and providing contacting
tracing activies in Ohio under this MOU and for other public health purposes, subject
to appropriate attribution to PIH. ODH will use all reasonable efforts to ensure such
materials include an appropriate attribution to PIH. For the avoidance of doubt, any
such materials may be made available by PIH to other governments, nonprofits and
nongovernmental organizations and their respective contractors, for the purposes of
faciliating learning, education, implementation and development of contact tracing
activities to prevent transmission of COVID-19 and other infectious diseases. Subject
to the limitations of this MOU, ODH hereby grants PIH a non-exclusive, perpetual,
irrevocable, worldwide, royalty-free license to copy, sub-license, distribute, display,
create derivative works of and otherwise use and make available such materials for the
foregoing purposes. PIH will use all reasonable efforts to ensure such materials
include an appropriate attribution to ODH, in the form requested by ODH, in addition
to attribution to PIH.

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 6.5 Any reports, publications or presentations describing the progress or results of, or
otherwise related to, the activites under this MOU shall acknowledge the existence of
the collaboration formed under this MOU, and will be provided in advance to PIH, to
the extent possible, to allow PIH to review for accuracy and completeness.

6.6 A Party will not use the other Party’s name, brand or logo in any publicity, advertising,
promotion or other materials without first obtaining the express written consent of the
other Party.

6.7 Notwithstanding the foregoing terms, this MOU is subject to the Ohio Public Records
Act (Section 149.43 of the Ohio Revised Code), and ODH’s duties hereunder cannot
be limited, altered, or amended by any conflicting contract term. The Parties agree and
acknowledge that the certain materials specified in this Section 6 may be considered
confidential or proprietary under the laws of the State of Ohio or under federal law. If
a public records request is made to ODH to release CTC Materials and/or PIH Materials
pursuant to this MOU, ODH will promptly notify and consult with PIH as to how it
will respond to the request.

7. HIPAA.
ODH understands and agrees that PIH shall not be provided with or have access to Protected Health
Information as defined by the Health Insurance Portability and Accountability Act (HIPAA) in
conenction with PIH’s activities under this MOU.

8. No Warranties; No Legal or Medical Advice; Limitation of Liability.

8.1 PIH’S SERVICES UNDER THIS MOU ARE PROVIDED AS-IS, AND PIH MAKES
NO REPRESENTATION OR WARRANTY OF ANY KIND CONCERNING THE
SERVICES, ANY MATERIALS OR THIS MOU. WITHOUT LIMITING THE
FOREGOING, PIH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.

8.2 Without limiting the foregoing, ODH acknowledges and agrees that PIH does not
provide legal or medical advice, and is not responsible for providing training materials
related to, or advising on, compliance with Ohio or United States federal laws or
regulations related to the activities contemplated hereunder. ODH is solely responsible
for protecting the privacy and security of PHI or other personal information received,
stored and/or processed in connection with the activities under this MOU. ODH shall
ensure that ODH does not disclose to PIH any PHI or other personal information.

8.3 To the extent permitted by applicable law, neither Party will be liable to the other for
damages in excess of an aggregate of $10,000. The foregoing limitation of liability
shall not apply to damages for claims of violation of the restrictions on use of
intellectual property or the willful or wanton misconduct of a Party hereto. In no event

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 shall a Party be liable to the other Party for any indirect, consequential, special
(including multiple or punitive), or incidental damages of any kind arising from, and/or
related to this MOU.

9. State of Ohio Requlatory Contract Requirements.

9.1 Executive Order 2020-01D. To protect the well-being of the citizens of Ohio from the
effects of COVID-19, Ohio Governor Mike DeWine has issued Executive Order 2020-
01D, Declaring a State of Emergency (“Executive Order”), effective as of March 9,
2020. This Contract is for resources or supplies necessary for the health, safety, and
welfare of the citizens of Ohio and is covered by, and subject to the Executive Order.
PIH understands and agrees this MOU is subject to the Executive Order, all other
relevant orders from the Governor or a state agency, and federal orders which may be
issued in connection with COVID-19.
9.2 Qualifications To Do Business. PIH affirms that it has all of the approvals, licenses,
or other qualifications needed to conduct business in Ohio and that all are current.
9.3 Non-Appropriation and OBM Certification. Any obligations of ODH are subject to
Sections 126.07 and 131.33 of the Ohio Revised Code.
9.4 Insurance. The State of Ohio is self-insured.
9.5 Campaign Contributions. Unless the MOU was solicited by competitive bid pursuant
to Section 125.07 of the Ohio Revised Code, PIH hereby certifies that all applicable
parties are in full compliance with Section 3517.13 of the Ohio Revised Code.
9.6 Compliance with Law. PIH must comply throughout the duration of the MOU with all
applicable federal, state, local laws and Executive Orders while performing under the
MOU.
9.7 Conflicts of Interest/Ethics. PIH represents, warrants and certifies that it and its
employees engaged in the administration or performance of this Order Form are
knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws
including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio
Revised Code. PIH further represents, warrants, and certifies that neither us nor any of
its employees will do any act that is inconsistent with such laws.
9.8 Open Trade. Pursuant to Section 9.76(B) of the Ohio Revised Code, PIH warrants that
it is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade,
including Israel, and will not do so during the contract period. The State of Ohio does
not acquire supplies or services that cannot be imported lawfully into the United States.
PIH certifies that it, its subcontractors, and any agent of us or its subcontractors, acquire
any supplies or services in accordance with all trade control laws, regulations or orders
of the United States, including the prohibited source regulations set forth in subpart
25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions
administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Assets Control.
9.9 Prohibition of the Expenditure of Public Funds for Offshore Services. No State of Ohio
Cabinet, Agency, Board or Commission will enter into any contract to purchase
services provided outside the United States or that allows State of Ohio data to be sent,
taken, accessed, tested, maintained, backed-up, stored, or made available remotely
outside (located) of the United States. Notwithstanding any other terms of this MOU,

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 the ODH reserves the right to recover any funds paid for services PIH performs outside
of the United States for which it did not receive a waiver. PIH affirms it understands
and will meet the requirements of the above prohibition. During the performance of
this MOU, PIH must not change the location(s) of services, unless a duly signed waiver
has been attained to perform the services outside the United States. PIH agrees to
immediately notify ODH if PIH discovers any change or shift in the location(s) of
services performed by PIH or its subcontractors under this MOU.
9.10 Equal Employment Opportunity. PIH will comply with all applicable state and
federal laws, rules and regulations regarding equal employment opportunity and fair
labor and employment practices, including Section 125.111 of the Ohio Revised Code
and all related Executive Orders.
9.11 Drug-free Workplace. PIH agrees to comply with all applicable state and federal
laws regarding drug-free workplace. If any work is performed on a permise under the
State of Ohio’s control, PIH shall make a good faith effort to ensure that all employees,
while working on state property, will not purchase, transfer, use or possess illegal drugs
or alcohol or abuse prescription drugs in any way.
9.12 Unresolved Finding for Recovery and Debarment. PIH warrants that it is not
debarred from consideration for contract awards by any governmental agency and it is
not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio
Revised Code. PIH agrees that if this representation is deemed to be false, this MOU
shall be void ab initio and PIH shall immediately repay any funds paid under this MOU,
or an action for recovery may be immediately commenced by ODH for recovery of
said funds.
9.13 Trafficking Victims Act. In carrying out this MOU, PIH, its employees,
subcontractors and their employees shall comply with Section 106 (g) of the
Trafficking Victims Protection Act of 2000, as amended (22 USC 7104); and is now
located at 2 CFR Part 175 during the term of this MOU. PIH must include this provision
in its contracts and subcontracts under this MOU. MOU must inform ODH immediately
of any information regarding violation of the foregoing. MOU understands that its
failure to comply with this provision may subject ODH to loss of federal funds. PIH
agrees to compensate ODH for any such funds lost due to its failure to comply with
this condition, or the failure of its subcontractors to comply with this condition.
9.14 Workers’ Compensation. PIH shall provide its own workers’ compensation
coverage throughout the duration of the contract and any extensions thereof. ODH is
hereby released from any and all liability for injury received by PIH, its employees,
agents, or subcontractors, while performing tasks, duties, work, or responsibilities as
set forth in this MOU.
9.15 Governing Law. This MOU shall be governed, construed, and interpreted in
accordance with the laws of the State of Ohio. To the extent that ODH is a party to any
litigation arising out of, or relating in any way to, this MOU or the performance
thereunder, such an action shall be brought only in a court of competent jurisdiction in
Franklin County, Ohio.

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 10. General Understandings.
10.1 The Parties are independent contractors. Neither Party has the authority to bind or
make any commitment on behalf of the other Party. None of either Party’s employees
are entitled to any employment rights or benefits of the other Party. There shall be no
third party beneficiaries to this MOU.

10.2 Any notice permitted hereunder shall be sufficiently given if delivered in person,
by registered or certified mail, postage prepaid, or by recognized overnight delivery
service, to the address of the applicable Party as first set forth above, and such notice
shall be deemed to have been given when so delivered or mailed.

10.3 This MOU contains and constitutes the entire understanding and agreement
between the Parties hereto with respect to the subject matter hereof and supersedes and
cancels all previous negotiations, agreements, commitments, and writings in
connection herewith. It may be amended only by an agreement in writing, signed by
each of the Parties hereto and specifically referring to this MOU. All rights and
remedies of the Parties are cumulative. The failure of either Party at any time to enforce
or require performance of any provisions of this MOU will not be construed to be a
waiver of such provisions. All sections herein relating to license and ownership,
limitation of liability, publicity, conflicts of interest and ethics, warranties and
limitations on damages shall survive the termination or expiration of this MOU.

10.4 This MOU may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this MOU delivered by facsimile, portable data format or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of
an original signed copy of this MOU.

ACCEPTED AND AGREED:

Ohio Department of Health Partners In Health

By: __________________________________

Name: Amy, Acton, M.D., MPH______________

By: __________________________________
Title: Director of Health___________________
Name: Megan Carbone

Title: Chief Financial Officer

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EXHIBIT 1

Scope of Work between Partners In Health and the Ohio Department of Health

Partners In Health (PIH) will:

Provide guidance and consultation to the Ohio Department of Health (ODH) related to building workforce
capacity to conduct COVID-19 contact tracing in Ohio. This assistance will focus on three key areas: 1)
overall technical assistance, including a focus on human resource functions and technology
considerations; 2) support the development of contact tracing workforce training and advise on
implementation; and 3) support for social media and other strategic communication to the general public.
Tasks associated with the assistance may include, but is not limited to:

• Developing overall project task list and associated timeline;

• Providing templates and recommendations for adaptation for use in Ohio (for example, position
descriptions, communication strategies, and training materials);

• Sharing experiences, strategies, solutions, and lessons learned from similar work in other states;

• Reviewing draft documents and providing feedback;

• Support ODH to adapt contact tracing training materials and develop OH-specific curriculum for
contact tracers; advise on virtual training delivery;

• Providing access to PIH’s COVID-19 learning collaborative, a community of practice of agencies

leading similar efforts across the country and around the world
ODH is responsible for determining if and how it will implement any recommendations made by PIH.