5955 - Attachment A - Sample Contract.pdf

Contract Number 000000

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

You can get this document in other languages, large print, braille, or a format you prefer free of charge. Contact the Contract Administrator at the contact information found below. We accept all relay calls.

This Contract is between the State of Oregon, acting by and through its Oregon Department of

Human Services, hereinafter referred to as “ODHS,” 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 ODHS’

Office of Self Sufficiency

500 Summer St NE

Salem, OR 97301

Contract Administrator: __________ or delegate

Telephone: ____________

E-mail address: ____________

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ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 5/2/2024

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)

_____________ 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 ___________________. Contract termination shall not extinguish or prejudice ODHS’ 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:

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements

(6) Exhibit D: Privacy and Security Agreement

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 B, D, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this

Contract, which includes any allowable expenses, is $(To Be Determined).

ODHS 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 Financial Reporting.”

c. ODHS will only pay for completed Work under this Contract. For purposes of this

Contract, “Work” means the tasks or services and deliverables accepted by ODHS 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, ODHS’ determination is that:

Contractor is a contractor Not applicable

Assistance Listings number(s) of federal funds to be paid through this Contract: N/A

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5. Contractor Information and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385 and OAR 125-246-0330(1).

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Fax: ( )

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 NO

Business Designation. (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership

Limited Liability Company Limited Liability Partnership Sole Proprietorship

Corporation Partnership Other

Contractor Proof of Insurance. Contractor shall provide the following information upon submission of the signed Contract. All insurance listed herein and required by Exhibit C must be in effect prior to Contract execution.

Professional Liability Insurance Company: ___________________________________________

Policy #: ______________________________________ Expiration Date: ________________

Commercial General Liability Insurance Company: ____________________________________

Policy #: ______________________________________ Expiration Date: ________________

Automobile Liability Insurance Company: ___________________________________________

Policy #: ______________________________________ Expiration Date: ________________

Network Security and Privacy _____________________________________________________

Policy #: ______________________________________ Expiration Date: ________________

Workers’ Compensation. Does Contractor have any subject workers, as defined in ORS

656.027? (Check one box): YES NO If YES, provide the following information:

Workers’ Compensation Insurance Company: ________________________________________

Policy #: ______________________________________ Expiration Date: ________________

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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 ODHS 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 ODHS 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

000000/initials Page 5 of 46 unpaid to the State of Oregon or its political subdivisions for which the

DOR collects debts;

(4) The information shown in Section 5.a., “Contractor Information” 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 ODHS is true and accurate. If this information changes, Contractor shall provide ODHS with the new FEIN or SSN within 10 days.

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/SAM

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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.

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:

Authorized Signature Printed Name

Title Date

State of Oregon, acting by and through its Oregon Department of Human Services

By:

Authorized Signature Printed Name

Title Date

Approved by the Oregon Department of Administrative Services:

With Protect Form on, click here

Authorized Signature Title Date

Approved for Legal Sufficiency:

With Protect Form on, click here With Protect Form on, click here

Oregon Department of Justice Date

Reviewed by Office of Contracts and Procurement:

Approved via e-mail by

Manager Date

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EXHIBIT A

Part 1

Statement of Work

SECTION 1: CERTIFIED ADVOCATE.

a. Contractor shall provide a Certified Advocate for a total of 40 hours per week of advocacy and support services, with eighty percent of hours to be in ODHS offices or serving ODHS Clients and twenty percent of hours to be in the

Contractor’s office. Certified Advocates shall provide advocacy services to

ODHS and ODHS Clients for 32 hours per week on a schedule mutually agreeable to ODHS and the Contractor. For 8 hours per week, the Certified

Advocates shall participate in Contractor’s office for supervision, training, staff meetings, etc. When the Certified Advocate is not available Contractor shall be on call and available to ODHS staff. Notification of advocate’s schedule is to be provided to local ODHS leadership or a designated local administrator.

b. The Certified Advocate assigned by Contractor to provide services under this

Contract needs to have a combination of education in a related field and/or experience in assisting Clients with Domestic Violence issues in varied environments totaling two years unless an exception is granted by mutual agreement between ODHS and the Contractor.

c. The Certified Advocate shall consult with and train ODHS staff regarding the dynamics of Domestic Violence and Sexual Assault, its potential impact on victims and victim safety issues, and provide information and support to ODHS staff to ensure an appropriate response is provided to ODHS Clients.

SECTION 2: SERVICES TO BE PROVIDED.

a. Client Directed Services:

(1) Contractor shall consult with ODHS staff to improve their ability to identify Domestic Violence related cases.

(2) Contractor shall respond to referrals within 3 business days. Contractor shall provide or arrange for direct services as requested by Clients.

Services shall be provided at the ODHS office, the Contractor’s office, by telephone, or at home visits, as agreed upon by the Client and Contractor.

(3) Contractor shall utilize appropriate procedures and provide voluntary services at the request of the Client, which may include but not be limited to:

(a) Safety planning, including personal safety and safety of the children,

(b) Accessing emergency shelter, 000000/initials Page 8 of 46

(c) Community resource and information referral,

(d) Address basic needs,

(e) Crisis response,

(f) Information about the impact and dynamics of Domestic Violence,

(g) Advocacy, including advocacy with systems such as judicial, employment, housing, etc.

(h) And individualized consultation, and peer support

(i) Provide ongoing services as capacity allows, as determined by the

Contractor.

(4) Contractor shall refer the ODHS Client to an organization that, in

Contractor’s professional judgment, may provide services to meet Client identified needs. Contractor shall be aware of the network of services available in their community to which Contractor can refer ODHS Clients for agreed upon services, that may include the following, if available in their area:

(a) Providers of emergency Domestic Violence shelter homes or shelter facilities that ensure the safety and shelter needs of ODHS

Clients.

(b) Providers of housing resources and other housing needs.

(c) Providers of advocacy, counseling and support services for victims of Sexual Assault.

(d) Providers of mental health and trauma recovery counseling services.

(e) Providers of crime victim counseling and support services.

(f) Providers of parental training and respite child care services.

(g) Providers of emergency and community-based social services for families.

(h) Providers of addiction services, including counseling, treatment and recovery services.

(i) Providers of women’s emergency and support services.

(j) Providers of emergency medical treatment and other medical, dental and health care services, especially those with access for low-income individuals.

(k) Providers of emergency shelter and counseling services for youth.

(l) Providers of Culturally Responsive Services and services to underserved populations.

(m) Translation and interpretation services for language barriers.

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(n) Other such organizations that, in the Contractor’s professional judgment, are necessary to effectively meet Client-identified needs.

(5) Contractor shall be required to attend Annual ODHS DV Co-Located

Advocate Training. Requirement of one Certified Advocate to attend annual training. Contractor will be financially responsible for additional attendees at Annual Training, unless otherwise specified.

(6) Contractor shall be required to have a Contractor representative at ODHS

Quarterly Advocate Conference Calls. Conference Calls occur four times annually.

b. ODHS Directed Services:

(1) On an ongoing basis, Contractor shall consult with caseworkers on matters relating to identifying ODHS Clients with potential Domestic Violence barriers, and on techniques for providing case management services to

ODHS Clients with Domestic Violence related barriers to family stability, personal safety, economic and personal self-sufficiency.

(a) Contractor understands and acknowledges that ODHS will retain, at its sole discretion, the prerogative to determine and approve the final contents of a Client’s ODHS family or case plan.

(2) When a Client with Domestic Violence related issues has freely and voluntarily signed a time-limited release, Contractor’s Certified Advocate may problem solve and work in collaboration with ODHS staff to solve issues specifically allowed in that release.

(3) Contractor shall attend team decision meetings or other case collaboration meetings at Client’s request.

(4) Contractor shall assist referred ODHS Clients, at their request, to navigate through ODHS services, procedures, and branch office processes.

(5) Within 12 months of the Contract execution date, and annually thereafter, Contractor shall arrange for or provide a minimum of eight hours of training to ODHS staff. Training provided to ODHS staff will be designed and developed with consideration of the timely and particular needs of the staff and on topics related to serving ODHS Clients with Domestic

Violence barriers.

(a) Contractor shall consult with ODHS management or designated

ODHS staff member and program planners to identify the topic areas, develop the content outline, identify the materials necessary for providing the training, and determine a schedule and location for delivering the training.

(b) At the conclusion of formalized training sessions, Contractor shall distribute a training evaluation form, approved for use by ODHS, to the ODHS employees participating in the training and will

000000/initials Page 10 of 46 encourage training session participants to complete and return the training evaluation form to the Contractor.

(c) Contractor and designated ODHS staff member shall read and evaluate the content of the training evaluations received from training session participants to determine the effectiveness and applicability of the training curriculum, and to provide recommendations for improvement as needed.

SECTION 3: CONTRACTOR RESPONSIBILITIES.

a. Contractor shall provide adequate supervision and support for the Certified

Advocate and manage the Certified Advocate activities. Adequate supervision and support includes, but is not limited to, reviewing caseload size, ensuring all reporting as required in the Contract is completed in a timely manner, evaluating and enhancing their ability to staff cases, evaluating and collaborating to enhance services provided by the Certified Advocate.

b. All information as to personal facts and circumstances obtained by the Contractor about the ODHS Client shall be treated as privileged communication, shall be held confidential, and shall not be divulged without the written consent of the

Client or the Client’s guardian, or in the case of a minor, the responsible parent/guardian, if not the perpetrator of Domestic Violence. Before sharing personally identifying and/or other confidential information, the Certified

Advocate will obtain consent from the ODHS Client using a voluntary, written, time-limited release of information form provided by the Qualified Victim

Services Program that employs the Certified Advocate.

c. Contractor shall not refuse to provide services to any Client or family referred by

ODHS on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Contractor will need to consult with ODHS caseworkers and

ODHS supervisors, and ODHS Contract Administrator as needed, to request withdrawal of referrals.

d. ODHS Clients shall be informed that ODHS will not withhold services and/or benefits if the Client refuses Domestic Violence services.

e. Contractor shall provide back-up for the Certified Advocate during absences from the regularly assigned ODHS location. The back-up Certified Advocate must be adequately trained on ODHS procedures to provide Domestic Violence services with a minimum of disruption to those procedures. Contractor to notify ODHS about the back-up plan before back-up is needed, if possible, or immediately once the plan is in place.

f. Contractor shall participate with ODHS on any necessary problem solving related to the Certified Advocate work at ODHS.

g. Contractor and ODHS will communicate regularly to review Domestic Violence program objectives, activities, and Contract obligations. Parties to this Contract

000000/initials Page 11 of 46 will meet regularly face to face with participants that may include Contractor staff, Certified Advocate, ODHS Supervisors, and other ODHS staff as appropriate. Meetings will be scheduled quarterly, at a minimum, or more frequently as determined by ODHS and Contractor. Minutes to be taken and shared with meeting attendees and Contract Administrator.

h. Contractor shall refer to ODHS DV Co-Located Advocate Handbook for best practices and recommended procedures.

SECTION 4: ODHS RESPONSIBILITIES.

a. ODHS shall arrange for office space including computer and phone use and basic needed office supplies. ODHS shall arrange for state email and communication services for the Certified Advocate so that the Contractor shall work directly with

ODHS referred Clients in as timely a manner as possible. ODHS shall make arrangements with ODHS’ facilities office as needed and will assist Contractor in obtaining appropriate approvals for facility use and access to the ODHS building during regular business hours.

b. ODHS shall provide adequate office orientation and introduction to existing and new ODHS staff, engage the Advocate in staff meetings, and evaluate collaboration to enhance services for Clients.

c. ODHS shall create an effective Client referral process for Domestic Violence services, shall communicate with Clients interested in the Domestic Violence services about services availability, and shall provide ODHS service scheduling information.

d. ODHS and Contractor shall communicate regularly to review Domestic Violence program objectives, activities, and Contract obligations. Parties to this Contract will meet regularly face to face with participants that may include Contractor staff, Certified Advocate, ODHS Supervisors, and other ODHS staff as appropriate. Meetings will be scheduled quarterly, at a minimum, or more frequently as determined by ODHS and Contractor. Minutes to be taken and shared with meeting attendees and Contract Administrator.

e. ODHS to refer to ODHS DV Co-Located Advocate ‘Working Together

Handbook’ for best practices and recommended procedures.

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Exhibit A, Part 2

Payment and Financial Reporting

To be negotiated upon notice of Intent to Award.

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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) 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

ODHS;

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

iv. Provide its employees and agents the same security awareness training as ODHS 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 ODHS must meet the background check requirements defined in IRS

Publication 1075;

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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 ODHS 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, ODHS, Contractor and any subcontractor will share information as necessary to effectively serve

ODHS 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:

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(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 ODHS, 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:

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(1) For whom ODHS 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 ODHS primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of ODHS; 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, ODHS reserves the right to amend or extend this

Contract under the following general circumstances:

(1) ODHS 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 ODHS’ satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) ODHS may periodically amend any payment rates throughout the life of the Contract proportionate to increases in Portland Metropolitan Consumer

Price Index; and to provide Cost Of Living Adjustments (COLA) if ODHS so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, ODHS may periodically amend any payment rates throughout the life of the

Contract to meet current market conditions.

b. ODHS further reserves the right to amend the Statement of Work based on the original scope of work of RFP #5955 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

000000/initials Page 17 of 46 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 (ORS 419B.005 through 419B.045);

(2) Elderly Persons (ORS 124.055 through 124.065);

(3) Residents of Long Term Care Facilities (ORS 441.630 through 441.645);

(4) Adults with Mental Illness or Developmental Disabilities (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. The Contractor does not need to know abuse occurred, just suspect abuse, to be required to report.

c. In addition to the requirements of Sections 3.a. and 3.b. above, if law enforcement is notified regarding a report of child abuse, neglect, or threat of harm, Contractor shall also notify the local referring ODHS’ caseworker within 24 hours. If law enforcement is notified regarding a report of abuse of elderly, long term care facility residents, adults with mental illness or developmental disabilities, Contractor shall also notify the local Aging and People with Disabilities Office of

ODHS within 24 hours.

d. If known, the abuse report must contain the following:

(1) The name and address of the abused person and any people responsible for that person’s care;

(2) The abused person’s age;

(3) The nature and the extent of the abuse, including any evidence of previous abuse;

(4) The explanation given for the abuse;

(5) The date of the incident; and

(6) Any other information that might be helpful in establishing the cause of the abuse and the identity of the abuser.

4. Background Checks. Contractor shall verify that each of Contractor’s employees, volunteers, and subcontractors, as a condition of working with Agency-referred clients or having 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, 000000/initials Page 18 of 46

“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 or a client’s personal information 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, or subcontractor, 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, or subcontractor’s fitness to provide services under this Contract; OR

(3) Utilizing a third-party vendor accredited by the Professional Background

Screeners Association (PBSA). The third-party vendor must provide a national criminal records check that includes review of criminal history from 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, upon a promotion or a significant change in work duties, or if there is a reasonable basis to believe a new background check may be needed. Examples include, but are not limited to:

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

(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.

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

(2) Background checks must be completed whenever there is a break in employment, volunteering, or subcontracting greater than 30 days. For

000000/initials Page 19 of 46 example, an individual is laid off or quits due to the school year starting but returns to working or volunteering for the employer the following semester or summer.

(3) Existing employees, volunteers, and subcontractors 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, and subcontractors receiving background checks to report to Contractor any and all new arrests, convictions, or investigations for any child protective service or adult protective service 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 Agency the employee, volunteer, or subcontractor’s new history.

(b) Agency may request a new background check to reevaluate the ongoing fitness of the employee, volunteer, or subcontractor.

(5) Contractor shall ensure all background checks and documentation are placed in the employee, volunteer, or subcontractor’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 (GSA) System for Award Management (SAM), and the Social

Security Administration (SSA) Death Masterfile. Any employee or subcontractor of Contractor found excluded on SAM or listed on the SSA Death Masterfile shall not be permitted to work with Agency clients or have access to Agency clients, client information, or client funds.

d. The criminal records check procedures listed above also apply to Contractor, its owners, managers, and board members regardless if any individual has access to

Agency clients, client information or client funds. 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.”

e. 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.

f. 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.

5. 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.

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

7. Nondiscrimination.

a. The Contractor must provide services to ODHS 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 ODHS 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.

8. HIPAA Compliance. As a Business Associate of a Covered Entity, ODHS must comply with the Health Insurance Portability and Accountability Act and the federal regulations implementing the Act (collectively referred to as HIPAA), and ODHS must also comply with OAR 943-014-0400 through OAR 943-014-0465. Contractor is a Business

Associate of ODHS 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 ODHS for any and all costs incurred by ODHS, including, but not limited to, costs of issuing any notices required by HIPAA, HITECH or any other applicable law and damages to third parties 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 ODHS’ data transactions system or other application of HIPAA

000000/initials Page 21 of 46 privacy or security compliance policy may result in a violation of HIPAA requirements, Contractor shall promptly consult the ODHS Information Security

Office. Contractor or ODHS may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the ODHS testing schedule.

b. Data Transactions Systems. If Contractor intends to exchange electronic data transactions with ODHS or the Oregon Health Authority (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 and shall comply with EDI Rules set forth in OAR 943-120-0110 through 943-120-0160.

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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

ODHS 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.

ODHS’ 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, ODHS 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.

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d. Contractor shall perform all Work as an Independent Contractor, as defined in

ORS 670.600. ODHS 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, ODHS 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 ODHS 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…