017234 RFPAttA - Sample Contract.docx

Contract Number 000000

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

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This Contract is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA,” and

Contractor d.b.a. Facility or Assumed Name Address Address Attention: (required) Telephone: (required) Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to OHA’s (Fill in with name of Office, Program, etc.)

(Insert address) (Insert city, state, zip) Contract Administrator: (Insert Name) or delegate Telephone: (Required) E-mail address: (Required) Recitals (not standard practice but available as an option)

Attachment A – Sample Contract

Attachment A – Sample Contract

1. Effective Date and Duration. This Contract shall become effective on the later of: (I) the last date all required signatures in Section 6., below have been obtained, or (II) [insert start date] provided it is (i) signed by all parties on or before such date, and (ii) when required, approved in writing by the Oregon Department of Justice on or before such date, and (iii) when required, approved in writing by the Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on [insert end date]. Contract termination shall not extinguish or prejudice OHA’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

a. This Contract consists of this document and includes the following listed exhibits which are incorporated into this Contract:

There are no other Contract documents unless specifically referenced and incorporated into this Contract.

b. This Contract and the documents listed in Section 2., “Contract Documents”, Subsection a. above, shall be in the following descending order of precedence: this Contract less all exhibits, Exhibits D, B, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount]. OHA will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Payments to Contractor shall be subject to ORS 293.462 and shall be made in accordance with the payment schedule and requirements in Exhibit A, Part 2., “Payment and Invoicing.”

c. OHA will only pay for completed Work under this Contract. For purposes of this Contract, “Work” means the tasks or services and deliverables accepted by OHA as described in Exhibit A, Part 1, “Statement of Work.”

4. Contractor Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

|_| Not applicable |X| Contractor is a contractor Assistance Listings number(s) of federal funds to be paid through this Contract: 93.778

5. Contractor Information and Certification. Contractor shall provide the following information upon submission of the signed Contract.

a. Contractor Information.

(1) Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1), a foreign person, or a foreign entity? (Check one box): YES \nonresyes1\ NO \nonresno1\nonresno1

(2) Business Designation. (Check one box): \busdesig1\

(3) Contractor Proof of Insurance. All insurance listed herein and required by Exhibit C must be in effect prior to Contract execution.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION:

Workers’ Compensation: Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): YES \workerscompyes1\ NO \workerscompno1 If YES, provide the following information:

b. Certification. Without limiting the generality of the foregoing, by signature on this Contract, the undersigned hereby certifies under penalty of perjury that:

(1) Contractor is in compliance with all insurance requirements in Exhibit C of this Contract, and notwithstanding any provision to the contrary, Contractor shall deliver to the OHA Contract Administrator (see page one of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS 180.755. The Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor, in addition to any remedies that may be available to OHA under this Contract;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes: (i) All tax laws of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under this Contract; or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5.a. above is Contractor’s true, accurate and correct information;

(5) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/SAM;

(8) Contractor is not subject to backup withholding because:

(a) Contractor is exempt from backup withholding;

(b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends; or

(c) The IRS has notified Contractor that Contractor is no longer subject to backup withholding; and

(9) Contractor’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided to OHA is true and accurate. If this information changes, Contractor shall provide OHA with the new FEIN or SSN within 10 days.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED BEFORE THE EFFECTIVE DATE OF THIS CONTRACT.

6. Signatures. This Contract and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract and any amendments so executed shall constitute an original.

Contractor Name By:

\signer1\

\name1\

Authorized Signature

Printed Name

\title1\

\date1\

Title

Date

State of Oregon acting by and through its Oregon Health Authority

\signer2\

\name2\

Authorized Signature

Printed Name

\title2\

\date2\

Title

Date

Approved by: Director, OHA Behavioral Health Division

\signer3\

\name3\

Authorized Signature

Printed Name

\title3\

\date3\

Title

Date

Approved by the Oregon Department of Administrative Services:

Exempt per DAS Delegation OHA Tiered

Reviewed by Office of Contracts and Procurement:

Approved via email by OHA Procurement Team Manager

Date

Approved for Legal Sufficiency:

Oregon Department of Justice

Date

EXHIBIT A

Part 1 Statement of Work (Be specific and complete)

1. Purpose.

2. Services to be Provided. Contractor shall

a. Description of outcomes.

b. Deliverables/Quantities.

c. Delivery Schedule.

3. Reporting Requirements.

a. Language Access Reports. Contractor shall collect and report to the OHA Contract Administrator via email quarterly data pursuant to Exhibit A, Part 3, “Special Provisions”, Section 8., “Language Access Requirements”. Language access reports are due no later than [insert due date(s)].

4. Specifications or Performance Standards. OHA requires that Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

EXHIBIT A

Part 2 Payment and Invoicing

1. Payment Provisions.

a. As consideration for the services provided by Contractor during the period specified in Section 1., “Effective Date and Duration”, of this Contract, OHA will pay to Contractor, a maximum not-to-exceed amount as specified in Section 3., “Consideration” of this Contract, to be paid as follows:

(1)

b. Contractor Invoice.

(1) Contractor shall send all invoices to OHA’s Contract Administrator at the address specified on page 1, or to any other address as OHA may indicate in writing to Contractor. Contractor's claims to OHA for overdue payments on invoices are subject to ORS 293.462.

(2) Invoices must include the following information:

(a) Contractor name;

(b) Invoice number;

(c) Date of invoice;

(d) This Contract number;

(e) A detailed description of services performed, including the name or names of the individuals who performed the services and prepared the deliverables to which the invoice applies, the dates the services were performed, all deliverables delivered during the period of the invoice, quantity of service provided if billing by unit rate, the rate or rates for the services performed, and the total cost of each service being invoiced;

(f) Itemization and explanation of all expenses for which Contractor claims reimbursement authorized under this Contract; and

(g) The total amount due.

2. Travel and Other Expenses. OHA will not reimburse Contractor for any travel or other expenses under this Contract not specified in Section 1.a. of this Exhibit A, Part 2.

EXHIBIT A

Part 3 Special Provisions

1. Confidentiality of Information.

a. Client Information.

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical, or other forms which does not identify particular individuals.

(2) The use or disclosure of Client Information shall be limited to persons directly connected with the administration of this Contract. Confidentiality policies shall be applied to all requests from outside sources.

(3) If Contractor, or any of its officers, directors, employees, agents, or subcontractors receives or has access to confidential Social Security Administration (SSA), or Federal Tax Information (FTI), or records in the performance of Work under this Contract, Contractor shall comply, and ensure that all of Contractor’s officers, directors, employees, agents and subcontractors comply, with the following provisions:

(a) With respect to SSA records:

i. Provide a current list of employees and employees of any agent or subcontractor with access to SSA records;

ii. Adhere to the same security requirements as employees of OHA;

iii. Abide by all relevant Federal laws, restrictions on access, use, disclosure, and the security requirements contained within OHA’s agreement with SSA;

iv. Provide its employees and agents the same security awareness training as OHA’s employees; and

v. Include the provisions of this Section 1.a.(3)(a) in any subcontract.

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication 1075:

i. Contractor and its officers, directors and employees with access to, or who use FTI provided by OHA must meet the background check requirements defined in IRS Publication 1075;

ii. Any FTI made available to Contractor shall be used only for the purpose of carrying out the provisions of this Contract. Contractor shall treat all information contained in FTI as confidential and that information shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Inspection by or disclosure to anyone other than an officer or employee of the Contractor is prohibited;

iii. Contractor shall account for all FTI upon receipt and shall properly store all FTI before, during, and after processing. In addition, all FTI related output and products will be given the same level of protection as required for the source material;

iv. No work involving FTI furnished under this Contract will be subcontracted without prior written approval of the IRS;

v. Maintain a list of employees who are authorized access to FTI. Such list will be provided to OHA and, upon request, to the IRS reviewing office; and

vi. Include the provisions of this Section 1.a.(3)(b) in any subcontract.

(c) Failure to abide by any of the requirements in this subsection could result in criminal or civil penalties and result in termination of this Contract.

(d) Contractor may be subjected to periodic and ongoing security reviews to ensure compliance with the requirements of Section 1.a.(3).

(4) Except as prohibited by Section 1.a.(3) above, OHA, Contractor and any subcontractor will share information as necessary to effectively serve OHA clients.

b. Non-Client Information.

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under this Contract, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a Party or its officers, directors, employees and agents in the performance of the Contract that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the originating Party (“Confidential Non-Client Information”).

(2) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Party acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under this Contract;

(c) Is rightfully in the receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the originating Party under this Contract;

(d) Is obtained from a source other than the originating Party without the obligation of confidentiality;

(e) Is disclosed with the written consent of the originating Party; or

(f) Is independently developed by the receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non-Client Information.

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; and shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to 192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

c. Upon request and pursuant to the instructions of OHA, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

d. “Client” means any individual, family or provider:

(1) For whom OHA must provide Services and incidental or specialized Goods, in any combination thereof (“Services and Incidental Supplies”), according to state, federal law, rule, and policy. Those Services and Incidental Supplies include but are not limited to treatment, care, protection, and support without regard to the proximity of the services being provided;

(2) Who in fact receives and utilizes services provided by OHA primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of OHA; or

(4) Who provides direct care or Services and is a proxy or representative of the non-provider Client.

2. Amendments.

a. Subject to Section 2.c. below, OHA reserves the right to amend or extend this Contract under the following general circumstances:

(1) OHA may extend the Contract for additional periods of time up to a total Contract period of 5 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHA’s satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) OHA may periodically amend any payment rates throughout the life of the Contract proportionate to increases of the U.S. Bureau of Labor Statistics’ Consumer Price Index for the Western Region; and to provide Cost Of Living Adjustments (COLA) if OHA so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, OHA may periodically amend any payment rates throughout the life of the Contract to meet current market conditions.

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFP #S-44300-00017234 for the following:

(1) Programmatic changes, additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Contract or previous amendments to the Contract;

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in Code of Federal Regulations, Oregon Revised Statutes, or Oregon Administrative Rules, which, in part or in combination, govern the provision of services provided under this Contract.

c. Upon identification, by any party to this Contract, of any circumstance which may require an amendment to this Contract, the parties may enter into negotiations regarding the proposed modifications. Any resulting amendment must be in writing and be signed by all parties to the Contract before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, “Standard Terms and Conditions”, Section 24. “Amendments; Waiver; Consent.” of this Contract.

3. Contractor Requirements to Report Abuse of Certain Classes of Persons.

a. Contractor shall comply with, and cause its employees, agents and subcontractors to comply with, the applicable laws for mandatory reporting of abuse, including but not limited to abuse of the following classes of persons in Oregon:

(1) Children pursuant to ORS 419B.005 through 419B.015;

(2) Elderly Persons and Adults with Physical Disabilities pursuant to ORS 124.050 through 124.095 and ORS 410.020;

(3) Residents of Nursing Facilities pursuant to ORS 441.630 through 441.645; and

(4) Adults with Mental Illness or Developmental Disabilities pursuant to ORS 430.735 through 430.743.

b. Contractor shall immediately make reports of suspected abuse of persons who are members of the classes established in Section 3.a. above to Oregon’s Statewide Abuse Reporting Hotline: 1-855-503-SAFE (7233) or local law enforcement, as a requirement of this Contract. Contractor does not need to prove abuse occurred, just reasonably suspect abuse occurred, to be required to report.

4. Background Checks. As a condition of this Contract, Contractor shall verify that each of Contractor’s employees, volunteers, subcontractors, owners, managers, and board members providing services under this Contract or who have access to Agency clients, client information, or client funds, has not been convicted of any of the following crimes: child or elder abuse, offenses against persons, sexual offenses, child neglect, or any other offense bearing a substantial relation to the qualifications, functions or duties of each such person. For purposes of this paragraph, “substantial relation” means the crime for which the person has been convicted of involves conduct by the person that relates to functions the person may perform for Contractor or places the person in a position to gain access to a client, a client’s personal information, or client funds so as to place the person in a position to cause harm to a client. For example, a person who is convicted of fraud may not be permitted to work in a position that directs, controls, or disburses moneys for this Contract or has access to client finances or financial information. Anyone convicted of any of the aforementioned crimes or who is listed as a sex offender shall not be allowed to work with clients referred by Agency under this Contract.

a. Contractor shall establish verification by:

(1) Having Contractor’s employee, volunteer, subcontractor, owner, manager, or board member who will be providing services under this Contract or who will have access to Agency-referred clients, client information, or client funds, apply for and receive a fingerprint-based national criminal records check from a local Oregon State Police (OSP) office, which will be shared with Contractor; OR

(2) Utilizing a fingerprint-based background check approval, provided within the last two years, by a federal or State of Oregon agency to demonstrate the Contractor’s employee, volunteer, subcontractor, owner, manager, or board member’s fitness to provide services under this Contract; OR

(3) Utilizing a third-party vendor. The third-party vendor must provide a national criminal records check that includes review of criminal history from Oregon and each state the individual has lived, studied, or worked in and the National Sex Offender Public Website (NSOPW).

b. The following requirements apply to all background checks performed regardless of method (Section a.(1)-(3) above) used:

(1) Background checks must be completed prior to performing services under this Contract or having access to Agency-referred clients, client information, or client funds; when Contractor’s employee, volunteer, subcontractor, owner, manager, or board member changes positions with the Contractor and will be performing services under this Contract or will have access to Agency-referred clients, client information, or client funds; or if there is a reasonable basis to believe a new background check may be needed, to include, but are not limited to, the following:

(a) Any indication of possible criminal or abusive behavior by an employee, volunteer, subcontractor, owner, manager, or board member;

(b) A lapse in working or volunteering in a position under the direction and control of Contractor, but the individual is still considered in the position. For example, an extended period of leave by the individual due to sabbatical or military deployment;

(c) Discovery of incorrect processes or insufficient documentation for a previously conducted background check;

(d) Federal or state regulations require a new background check; or

(e) Contractor determines the need for a background check.

(2) Background checks must be completed whenever there is a break in employment, volunteering, subcontracting, ownership, management, or board membership greater than 30 days. For example, an individual is laid off or quits due to the school year starting but returns to working or volunteering for the Contractor providing services under this Contract or having access to Agency-referred clients, client information, or client funds the following semester or summer.

(3) Existing employees, volunteers, subcontractors, owners, managers, and board members who perform services under this Contract or have access to Agency-referred clients, client information, or client funds are not required to have a new background check conducted at the time of Contract extension by amendment, unless required by Section b.(1) above.

(4) Contractor shall require each of its employees, volunteers, subcontractors, owners, managers, and board members receiving background checks to report to Contractor any and all new arrests, convictions, or investigations for any Adult Protective Services (APS) or Child Protective Services (CPS) case within five business days after the new arrest, conviction or investigation took place.

(a) Within five days of such notification, Contractor is required to report to the Agency Contract Administrator or delegate the employee, volunteer, subcontractor, owner, manager, or board member’s new history.

(b) Agency reserves the right to require the individual to stop providing services, or having access to Agency-referred clients, client information, or client funds until final determination is made.

(c) Agency may require a new background check to reevaluate the ongoing fitness of the employee, volunteer, subcontractor, owner, manager, or board member.

(5) Agency reserves the right to the final denial or approval of any Contractor employee, volunteer, subcontractor, owner, manager, or board member to provide services under this Contract or have access to Agency-referred clients, client information, or client funds if Agency is notified of:

(a) any new concerns regarding child or elder abuse, offenses against persons, sexual offenses, child neglect, or any other offense bearing a substantial relation to the qualifications, functions or duties of each such person; or

(b) if there is an open investigation or an Adult Protective APS or CPS assessment; or

(c) new substantiated APS or CPS history, after review of the substantiated history.

(6) Contractor shall ensure all background checks and documentation are placed in the employee, volunteer, subcontractor, owner, manager, or board member’s personnel file.

c. If the position of the Contractor’s employee or subcontractor is paid in part or in whole by funds from the Centers for Medicare and Medicaid Services (CMS), the background check must also include review of the General Service Administration’s Excluded Parties List System (EPLS), the National Plan and Provider Enumeration System (NPPES, the Office of Inspector General (OIG) List of Excluded Individuals/Entities (LEIE), and the Social Security Administration (SSA) Death Masterfile. Any employee, volunteer, subcontractor, owner, manager, or board member of Contractor found excluded in the EPLS, NPPES, LEIE or the SSA Death Masterfile shall not be permitted to provide services under this Contract or have access to Agency-referred clients, client information, or client funds.

d. Regardless of whether or not any employee, subcontractor, owner, manager, or board member of Contractor has access to Agency-referred clients, client information, or client funds, if Contractor discovers the individual is included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or is listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/SAM Contractor shall notify the Agency Contract Administrator via e-mail within one business day of such discovery.

e. Contractor shall establish a personal personnel file and place each criminal records check in named file for possibility of future Agency review and shall be maintained pursuant to Exhibit B, “Standard Terms and Conditions”, Section 14, “Records, Maintenance, Access.”

f. Changes to federal or state legislation and rule may impose additional requirements for background checks. These changes will be implemented by an amendment to this Contract.

5. If Agency determines there is a need for a new criminal records check, Contractor shall provide the results of a new criminal records check to Agency for review no more than 14 business days after Agency’s request.

6. Equal Access to Services. Contractor shall provide equal access to covered services for both males and females under 18 years of age, including access to appropriate facilities, services, and treatment, to achieve the policy in ORS 417.270.

7. Media Disclosure. The Contractor will not provide information to the media regarding a recipient of services purchased under this Contract without first consulting the OHA office that referred the child or family. The Contractor will make immediate contact with the OHA office when media contact occurs. The OHA office will assist the Contractor with an appropriate follow-up response for the media.

8. Nondiscrimination.

a. The Contractor must provide services to OHA clients without regard to race, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language, and other special needs of clients.

b. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Contract, to maintain such policy and practice in force during the entire Contract term.

c. As required by ORS 279B.235, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this Section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles OHA to terminate this Contract for cause.

d. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

9. Language Access Requirements.

a. Contractor shall meet or exceed all applicable state and federal language access requirements including, but not limited to, those requirements described in Title II and Title III of the Americans with Disabilities Act, Title VI of the Civil Rights Act, Section 1557 of the Affordable Care Act, and ORS Chapter 659A, ORS 411.970, ORS 413.550, ORS 676.750 through ORS 676.789, ORS 676.992 and OAR 943-005-0060.

b. Contractor shall have a budget for costs to include in their delivery of services under this Contract for access to communication supports for people who need to communicate in a language other than spoken English at no charge to the person. This includes, but is not limited to, supporting a wide spectrum of people who primarily communicate in a language other than English, people who are Deaf, DeafBlind, or Hard of Hearing, people who are blind or have low vision or have color blindness, people who have motor disabilities, neurodivergent people, people who have communication, cognitive processing, developmental or learning disabilities and people who use assistive technology for communication. Contractor is responsible for costs related to language access and communication supports, unless these costs are specifically negotiated and included in Exhibit A, Part 2, “Payment and Invoicing” of this Contract.

c. Contractor shall collect and report to the OHA Contract Administrator quarterly data on the number of clients with language and modification needs, served under this Contract, languages and modifications required, methods of service (e.g., qualified interpreters, qualified bilingual staff, etc.) and service modalities (e.g., in-person, video remote interpretation, etc.).

d. Contractor shall ensure the following communication supports for all programs, services, and activities are provided through this Contract:

(1) Public meeting and event notices, surveys, websites, and publicly available documents shall contain an access statement that Contractor provides assistance to people who speak or read languages other than English and that this assistance is free of charge, as well as at least two ways (email address and phone number) to contact someone to request the assistance.

(2) Display a notice of nondiscrimination in English and a notice of the availability of language access services in English and the 15 most common languages spoken by people with limited English proficiency in Oregon, in Contractor’s public areas and on Contractor’s main website.

(3) Provide a notice of nondiscrimination and a notice of the availability of language access services annually and upon request, as well as in certain specified communications.

(4) Cooperate with reviews for compliance with requirements related to language access and communication supports discussed in this Contract.

(5) When communicating with individuals, make available appropriate, free, timely, and responsive services. For purposes of this provision, “timely” means at a time and place that avoids the effective denial of the service, benefit, or right at issue or the imposition of an undue burden or delay in important rights, benefits, or services to the person. Individuals must be provided any, or a combination of, the following services that can meet their communication needs, including but not limited to:

(a) Alternate formats for print disabilities: including but not limited to, large print, braille, audio format, email, and HTML format on websites.

(b) Communication Access Real-time Translation (CART): a service similar to court reporting in which a transcriber types what is being said at a meeting or event into a computer that projects the words onto a screen. This service can be provided on-site or remotely.

(c) Oregon certified or qualified health care interpreter for health care services: an individual who has been approved and certified or qualified by OHA under ORS 413.558.

(d) Qualified bilingual or multilingual staff: employees who have demonstrated that they are: (1) proficient in speaking and understanding both spoken English and at least one other spoken language, including any necessary specialized vocabulary, terminology, and phraseology; and (2) able to effectively, accurately, and impartially communicate directly with individuals with limited English proficiency in their primary language.

(e) Qualified interpreter for people with limited English proficiency: an interpreter who via a remote interpreting service or an on-site appearance: (1) Has demonstrated proficiency in speaking and understanding both spoken English and at least one other spoken language (qualified interpreters for relay interpretation must demonstrate proficiency in two non-English spoken languages); (2) Is able to interpret effectively, accurately, and impartially to and from such language(s) and English (or between two non-English languages for relay interpretation), using any necessary specialized vocabulary or terms without changes, omissions, or additions and while preserving the tone, sentiment, and emotional level of the original oral statement; and (3) Adheres to generally accepted interpreter ethics principles, including client confidentiality.

(f) Qualified interpreters for people with disabilities: an interpreter who, via a video remote interpreting service (VRI) or an on-site appearance: (1) Has demonstrated proficiency in communicating in, and understanding: (i) Both English and a non-English language (including American Sign Language or other sign languages); or (ii) Another communication modality (such as cued-language transliteration or oral transliteration); (2) Is able to interpret effectively, accurately, and impartially, both receptively and expressively, using any necessary specialized vocabulary or terms without changes, omissions, or additions and while reserving the tone, sentiment, and emotional level of the original statement; (3) Adheres to generally accepted interpreter ethics principles including client confidentiality; and (4) Qualified interpreters include, for example, sign language interpreters, oral transliterators, and cued-language transliterators.

(g) Reasonable modification: a change in a policy, practice, or procedure that is done to offer equal access and equal opportunity to a person with a disability.

(h) Relay interpretation: interpreting from one language to another through an intermediate language. This mode of interpretation is often used for monolingual speakers of languages of limited diffusion, including select indigenous languages. In relay interpreting, the first interpreter listens to the speaker and renders the message into the intermediate language. The second interpreter receives the message in the intermediate language and interprets it into a third language for the speaker who speaks neither the first nor the second language.

(i) Translations: the conversion of a written language from one language to a different language in writing. Ensure information is translated accurately and include a clear note that English is the authoritative version of all federal and state information.

10. HIPAA Compliance. The health care component of OHA is a Covered Entity and must comply with the Health Insurance Portability and Accountability Act and the federal regulations implementing the Act (collectively referred to as HIPAA). Contractor is a Business Associate of the health care component of OHA and therefore must comply with OAR 943-014-0400 through OAR 943-014-0465 and the Business Associate requirements set forth in 45 CFR 164.502 and 164.504.

Contractor shall be liable to OHA and shall indemnify OHA for any and all costs incurred by OHA, including, but not limited to, costs of issuing any notices required by HIPAA, HITECH or any other applicable law, as a result of Contractor’s “Breach of Unsecured Protected Health Information.”

a. Consultation and Testing. If Contractor reasonably believes that the Contractor’s or OHA’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 OHA may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the OHA testing schedule.

b. Data Transactions Systems. If Contractor intends to exchange electronic data transactions with a health care component of OHA in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, Contractor shall execute an Electronic Data Interchange (EDI) Trading Partner Agreement with OHA and shall comply with OHA EDI Rules set forth in OAR 943-120-0110 through 943-120-0160.

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Contract 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 OHA or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of the jurisdiction of any court or of any form of defense to or immunity from any Claim, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. This Section shall survive expiration or termination of this Contract.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract. OHA’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. This Section shall survive expiration or termination of this Contract.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract, represents and warrants that Contractor's Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, OHA will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. OHA reserves the right (i) to determine and modify the delivery schedule for the Work, and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHA that:

(1) Contractor has the power and authority to enter into and perform this Contract;

(2) The obligations set forth in this Contract, when executed and delivered, shall be valid and binding obligations of the Contractor enforceable in accordance with its terms;

(3) 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 Work in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of the State of Oregon or the federal government. OHA certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within OHA's current biennial appropriation or limitation. Contractor understands and agrees that OHA's payment for Work performed is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Payment Method. Payments under this Contract will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Contract. Contractor shall provide this designation and information on a form provided by OHA.