6174-0 AttA Sample Contract final.pdf

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ATTACHMENT A

Sample Environmental Modifications

Scope of Work and Bid Sheet

BIDDER INFORMATION:

COMPANY NAME:

DOING BUSINESS AS (if applicable):

ADDRESS:

ADDRESS:

EMAIL ADDRESS:

CONTACT CELL:

CCB NUMBER: Expiration Date:

Oregon Secretary of State Business Registry #

1. Bid Closing Date and Time: MM/DD/YYYY, Time 00:00 PM (Pacific Time)

2. Environmental Modifications Project Description TO BE COMPLETED BY the Department:

a. Purpose of this Environmental Modification Project: [enter project title and Project address].

b. Services to be Provided:

(1) Description of outcomes.

(2) Deliverables/Quantities.

(3) Scheduling.

(a) Estimated Start Date. Within 30 days of award of a Bid.

(b) Estimated Completion Date. [Date to be entered here by the Agency].

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3. Materials and Equipment: Bidders, list all materials and equipment to be used for this Project. Include permits to be issued. This section must be included with Bid. Add additional pages if necessary.

a. Materials:

b. Equipment:

c. Permits required:

4. Lump Sum Bid: $

Lump sum bid is inclusive of all labor, materials, transportation, equipment and services for, and incidental to, the completion of all work in connection with the Environmental Modification Project described in this Scope of Work and Bid Sheet form. Bidder shall provide a pricing breakout with the Lump Sum Bid.

5. Bidders shall prepare and include sketches and pictures of the job with all bids. Failure to provide these items will result in bid rejection. Designs by an architect or engineer is not required at this preliminary stage.

6. If requested by the Agency, Bidders shall include with their Bid, an itemized cost breakdown for the total lump sum bid.

7. Bidder’s bid is firm, irrevocable, valid and binding on the Bidder for not less than 90 calendar days after the Bid Closing Date specified on page one of this bid sheet

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8. All Bidders must accept all the Terms and Conditions of the Home Modifications Contract (see Attachment 1), attached hereto and incorporated herein by this reference.

9. Bids must be submitted using this Environmental Modifications Scope of Work and Bid Sheet only. Any other form including but not limited to, Bidder’s letterhead, alternate bid form, quote form, or other document will be rejected.

10. Bidders must be actively registered with the Oregon Construction Contractors Board. Bids submitted by Bidders who aren’t actively registered with the CCB will not be considered. Agency will check the CCB web page to confirm whether or not Bidder is actively registered.

11. All Goods shall be in new condition. Bids containing used or refurbished Goods will be rejected.

12. Licensed Subcontractors: If Bidder does not hold appropriate licenses to perform the required work, Bidder is responsible for providing licensed subcontractors to perform and complete services associated with the project. Identify all licensed Subcontractors that Bidder intends to use.

Provide additional pages if necessary.

a. Subcontractor

Subcontractor Company Name CCB#

b. Additional Subcontractor

Subcontractor Company Name CCB#

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13. SIGNATURE OF BIDDER’S DULY AUTHORIZED REPRESENTATIVE. By bidder’s signature below, bidder acknowledges that bidder has read and agrees to the terms and conditions in EXHIBIT A “ENVIRONMENTAL MODIFICATIONS CONTRACT” attached hereto and incorporated hereby by this reference.

Authorized Representative Signature Date

Printed Name Title

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EXHIBIT A

SAMPLE ENVIRONMENTAL MODIFICATION CONTRACT

THIS FORM WILL BE COMPLETED BY DEPARTMENT STAFF AFTER AWARD

Contract Number: 000000

This Environmental Modification Contract for [insert Environmental Modification Project Name] for the benefit of [insert Consumer’s name] (the "Contract"), made by and between the [CHOOSE ONE: Consumer, owner of the home (if Consumer owns home)] OR [insert Landlord (“LL”) or other person, owner of Consumer’s home (if someone other than Consumer owns home)] (“Homeowner”) OR , and [insert Contractor] doing business as [insert name of d.b.a.] (“Contractor”) (collectively the “Parties”), is effective on the date this Contract has been signed by all the Parties.

1. Contract Documents.

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

(1) Scope of Work and Bid Sheet

(2) Exhibit A: Environmental Modifications Contract

(3) Exhibit B: Ancillary Services Environmental Modifications Consumer Consent Form

(4) Exhibit C: Ancillary Services Environmental Modifications Homeowner / Landlord Consent Form

(5) Exhibit D: Consumer’s Environmental Modification Services / Chore Services Project Completion Acknowledgment Form

2. Environmental Modification Work.

a. Definitions:

(1) "Consumer" means the person applying for, eligible for, or receiving Medicaid home or community-based services and who is the recipient of the Home Modifications services. A Consumer may be the owner of the home or renting the home from a landlord or otherwise residing in a home owned by others. The Consumer may have an appointed Consumer Representative as shown on the Consent Form.

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(2) “Consumer’s Representative” means the person appointed by the Consumer on the Consent Form (if applicable) who has longstanding involvement in assuring the Consumer’s health, safety, and welfare to participate in service planning on the Consumer’s behalf.

(3) “Contract Agent” means the individual from the Department to whom the Consumer has delegated the authority to act on Consumer’s behalf for purposes of this Contract.

(4) “Department” means the Oregon Department of Human Services.

(5) “Landlord” or “LL” or “Homeowner” means the person who owns Consumer’s home, and who has consented to the Environmental Modifications as set forth in Exhibit C, “Ancillary Services Environmental Modifications Homeowner / Landlord Consent Form”.

b. Environmental Modifications. For purposes of this Contract, Environmental Modifications are those changes made to adapt living spaces to meet specific service needs of eligible individuals with physical limitations to maintain their health, safety, and independence, and includes the physical adaptations made to the interior or exterior of a residence occupied by a Consumer, limited to the current footprint of the home, as set forth in OAR 411-035-0060.

c. The Work. The Work contemplated under this Contract includes all labor, materials, transportation, equipment and services for, and incidental to, the completion of all construction work in connection with the Environmental Modification Project described in the Scope of Work and Bid Sheet (the “Work”). Contractor shall perform all Work necessary so that the project can be legally occupied and fully used for the intended use as set forth in these Contract documents.

Contractor shall:

(1) Supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract documents give other specific instructions concerning these matters.

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If the Contract documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures.

(2) Be responsible to protect and maintain the Work during the course of construction and to mitigate any adverse impacts to the project, including those caused by authorized changes, which may affect cost, schedule, or quality.

(3) Be responsible for the actions of all of its personnel, laborers, suppliers, and Subcontractors on the project. The Contractor shall enforce strict discipline and good order among Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of persons who are unfit or unskilled for the tasks assigned to them.

d. Licenses. Contractor and its subcontractors must all possess the required Construction Contractors Board (“CCB”) and Building Codes Division (“BCD”) licenses before they begin the work. For electrical or plumbing work, contractors are required to have a CCB license and the appropriate BCD electrical or plumbing contractor’s license. For installing and repairing a manufactured dwelling, contractors are required to have a CCB license and a BCD Manufactured Dwelling Installer (“MDI”) license.

e. Permits: Contractor is responsible for obtaining any and all permits required by the Oregon Building Codes Division and the Local Building Department for all new construction as well as for specific alterations to existing homes, which include structural, plumbing, mechanical and electrical changes. Contractor may not begin Work until the permit is issued. Contractor must comply with all Local Building Code and permit requirements. Contractor must have permits available on site and available to the inspector. If the permit has accompanying approved plans, they must be available as well.

Contractor shall facilitate and be onsite for all required inspections.

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3. Contract Price and Payment.

a. Contract Price. On behalf of the Consumer, the Department will pay the Contractor the lump sum price of [$0,000.00] as compensation for Contractor’s full performance of the Work (“Contract Price”). The Contract Price includes all Work described in the “Scope of Work and Bid Sheet”, and including the furnishing of all necessary labor, equipment, accessories, materials, permits, taxes, and performance all other work incidental to completion of the project. Contractor will not be reimbursed for any travel or additional expenses under this Contract.

b. Consumer Confirmation of Completion. Following Contractor’s completion of the Work, Contractor shall meet with the Consumer (or Consumer’s Representative, if applicable) to confirm all elements of the project described in the “Scope of Work and Bid Sheet” have been completed. During this meeting, the parties will either:

(1) Identify any items that require adjustment, completion, or is deemed incomplete, etc.; or

(2) Confirm that the Work has been completed satisfactorily.

Consumer (or Consumer’s Representative, if applicable) will complete and sign Exhibit D, “ Consumer’s Environmental Modification Services / Chore Services Project Completion Acknowledgment Form” attached hereto and incorporated herein by this reference.

c. Contractor Invoice.

(1) Within 30 days after inspection, acceptance, and approval of the work performed under this Contract, Contractor shall submit an invoice to the Contract Agent named in this Contract or designee, or to any other address as the Contract Agent may indicate in writing to Contractor. Contractor's claims to Department’s for overdue payments on invoices are subject to

ORS 293.462.

(2) Invoices shall include the following information:

(a) Contractor name;

(b) Invoice number;

(c) Date of invoice;

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(d) This Contract number;

(e) A detailed description of services performed, the dates the services were performed, all deliverables delivered during the period of the invoice;

(f) The total amount due and the payment address;

(3) Supporting Documentation and Materials. Contractor shall provide the following information to the Department:

(a) Proof of final inspection from the Building Inspector (including Certificate of Occupancy, if issued);

(b) Documentation of completion. Contractor shall provide photographic or video documentation clearly demonstrating completion of the Work;

(c) Signed copy of Exhibit D, “Consumer’s Environmental Modification Services / Chore Services Project Completion Acknowledgment Form”; and

(d) Waivers and releases, including, as applicable:

i. a declaration of any indebtedness connected with the Work, e.g. payrolls or invoices for materials or equipment, to have been paid, satisfied, or to be paid with the proceeds of final payment, so as not to encumber the property;

ii. as-built drawings, manuals, copies of warranties, and all other close-out documents;

iii. release of any liens.

d. Final Acceptance. Contract Agent will review the final invoice and supporting information, to confirm the Work has been completed to the Consumer satisfaction. Contract Agent reserves the right to perform a virtual or onsite inspection of the completed Work to verify final completion. If deficiencies are identified during review, Contractor shall correct deficiencies within the timeframe established by Contract Agency and provide updated documentation demonstrating resolution.

e. Payment and Payment Method. Department prefers that Payments under this Contract be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number

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(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 Department. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to Department on an Department-approved form. Department is not required to make any payment under this Contract until receipt of the correct EFT designation and payment information from the Contractor.

4. Contact Information for the Parties:

a. Consumer’s (or Consumer’s Representative, if applicable) Contact Information.

Contact Name: [insert name] Email Address: [add email address] Telephone: (000) 000-0000

b. If a Consumer’s Representative is named in Exhibit B, “Ancillary Services Environmental Modifications Consumer Consent Form”, that individual shall be Contractor’s point of contact for matters related to:

site access, the scheduling of Work, and Consumer’s completion acknowledgement. Consumer’s Representative is not an employee of Department or the State of Oregon and is not administering this Contract to facilitate the Consumer Environmental Modifications Program as described in OAR Chapter 411, Division 35.

c. Contractor’s Representative Contact Information. Contractor has named the following individual to act on its behalf.

Contact Name: [insert name] Email Address: [add email address] Telephone: (000) 000-0000

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d. Department’s Contract Agent Information: The following individual is the Department’s Contract Agent.

Department’s Contract Agent: [add name] Email Address: [add email address] Telephone: (000) 000-0000

5. Contractor Requirements. Regarding Environmental Modification Qualifications and Requirements.

a. Providers of the environmental modification must have a distinct Medicaid provider number before the work begins. Payment for Contractor’s services will be a combination of Federal and state funds.

b. Modifications over $500 must be completed by a State licensed contractor.

c. Modifications requiring a permit must be inspected and certified by an inspector to ensure compliance with local codes.

d. No material upgrades to the Project or supplemental payments to the Contractor are allowed by any person other than the Contract Agent.

e. Subcontracts; Assignment; Successors. Other than those Subcontractor’s identified in the “Scope of Work and Bid Sheet”, Contractor shall not assign, transfer, or subcontract rights or responsibilities under this Contract, in whole or in part, without the prior written approval by Department.

6. Change Orders. The terms of this Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval from the Department through the issuance of a written change order which shall not be effective until its execution by the Contractor and the Contract Agent. See the exception in Subsection c.

below.

a. It is mutually agreed that changes in plans, quantities, or details of the Work are inherent in construction that may be necessary to complete the job of an Environmental Modification job. Such changes may include, but are not limited to:

(1) Modification of specifications and design.

(2) Increases or decreases in quantities.

(3) Increases or decreases to the amount of Work.

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(4) Addition or elimination of any Work item.

(5) Change in the duration of the project.

(6) Acceleration or delay in performance of work.

(7) Deductive changes.

b. In the event Contractor determines a change in the Work will be necessary, Contractor shall contact the Department to discuss the potential issuance of a Change Order. If the Department approves proposed changes, a Change Order will be issued by the Contract Agent. In no event will the circumstances arising under this section result in the authorization of upgrades, elective improvement, or unrelated maintenance or repairs. Unauthorized Work may be denied Payment.

(1) In the event an urgent or emergency situation occurs during the performance of the Work that creates an immediate risk to the health or safety of the occupants of the home or would result in damage to the home or the work performed, Contractor must stabilize the condition and must notify the Department Contract Agent by phone or email as soon as practicable, and no later than the next business day, and provide photographs, a description of the condition, the work performed to stabilize the condition, and an itemized estimate of additional labor and materials, if any, that were required to stabilize the condition. If the circumstances presented result in an approved increase to Contract price or time, or otherwise require a change in the Work, the Contract Agent will prepare a change order accordingly.

(2) In the event that Contractor encounters a concealed, unforeseen condition not reasonably discoverable at the time of the site visit and bid which Contractor believes will result in the need for additional Compensation or Time, Contractor shall notify the Contract Agent and prepare a proposed change order, including a description of the Change, a price proposal to complete the changed work, and, if applicable an extension of time. Contract Agent will review the information presented and execute a Change Order after coming to agreement with the Contractor. However, in the event that Contractor determines the change will not exceed the lesser of 15 percent of the lump

Att A Sample Contract Page 13 of 26 sum price or $1,500.00, the Contractor may proceed with the minimum work necessary to prevent further delay while the parties come to agreement on the terms of the Change Order.

c. Consumer or Homeowner Requested Changes. Department uses a combination of state and federal funds to pay for the modification(s) to fund Environmental Modifications. For budget accountability, all Change Orders must be approved by the Department. Neither the Homeowner, the Consumer, Consumer’s Representative, family, or Landlord may approve any additional goods, services, or change orders. Should any of these persons engage Contractor and request any changes to the Contract, Contractor shall immediately notify the Contract Agent.

7. Warranty Work.

a. Contractor shall correct all defects that appear in the Work within a period of one year from the date of final invoice except for latent defects which will be remedied by the Contractor at any time they become apparent. Contractor shall perform such warranty work within a reasonable time after demand. If Contractor fails to complete the warranty work within a reasonable period, or at any time in the event of warranty work consisting of emergency repairs, the Department may arrange for the work to be performed by others and Contractor shall reimburse the Department all costs of the Work.

b. This provision does not negate guarantees or warranties for periods longer than one year including without limitation such guarantees or warranties required by other sections of the Contract Documents for specific installations, materials, processes, equipment or fixtures.

c. In addition to Contractor’s warranty, manufacturer’s warranties shall pass to the Homeowner and shall not take effect until affected Work has been accepted in writing by the Consumer’s Representative.

8. Insurance. Contractor shall have in effect, public liability, personal injury, and property damage insurance in accordance with ORS 701.073 https://www.oregonlegislature.gov/bills_laws/ors/ors701.html https://www.oregonlegislature.gov/bills_laws/ors/ors701.html

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9. Indemnification

a. Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay that may be caused by, or result from, the carrying out of the Work to be done under this Contract, or from any act, omission or neglect of the Contractor, its Subcontractors, personnel, or agents.

b. To the fullest extent permitted by law, Contractor shall indemnify, defend (subject to approval of counsel) and hold harmless the State of Oregon, Department, Homeowner, Consumer, Consumer’s Representative, and their respective officers, directors, agents, employees, partners, members, stockholders and affiliated companies (collectively "Indemnitees") from and against all liabilities, damages, losses, claims, expenses (including reasonable attorney fees), demands and actions of any nature whatsoever which arise out of, result from or are related to:

(1) any damage, injury, loss, expense, inconvenience or delay described in this Section 9.b.;

(2) any accident or occurrence which happens or is alleged to have happened in or about the project site or any place where the Work is being performed, or in the vicinity of either, at any time prior to the time the Work is fully completed in all respects;

(3) any failure of the Contractor to observe or perform any duty or obligation under the Contract which is to be observed or performed by the Contractor, or any breach of any agreement, representation or warranty of the Contractor contained in the Contract or in any subcontract;

(4) the negligent acts or omissions of the Contractor, a Subcontractor or anyone directly or indirectly employed by them or any one of them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder (except to the extent otherwise void under ORS 30.140); and

(5) any lien filed upon the project or bond claim in connection with the Work. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section.

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c. For claims against any person or entity indemnified under Section 9.b.

above by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 9.b. above shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts.

10. Compliance With Law. Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the Work and the Contract. Failure to comply with such requirements shall constitute a breach of Contract and shall be grounds for Contract termination.

11. Suspension of Work.

a. The Contract Agent has the authority to suspend portions of or all of the Work due to the following causes:

(1) Failure of the Contractor to correct unsafe conditions;

(2) Failure of the Contractor to carry out any provision of the Contract;

(3) Failure of the Contractor to carry out orders;

(4) Conditions which are unsuitable for performing the Work or present a risk of harm to an individual.

b. During the period of the suspension, Contractor is responsible for making arrangements for protection of completed Work, maintenance of access, protection of stored materials, temporary facilities, and clean-up.

c. When the Work is recommenced after the suspension, the Contractor shall replace or renew any Work damaged during the suspension, remove any materials or facilities used as part of temporary maintenance, and complete the project in every respect as though its prosecution had been continuous and without suspension.

12. Termination.

a. Department’s Right to Terminate for Cause. Contract Agent may, without prejudice to any other right or remedy, and after giving Contractor 7 Days’ written notice and an opportunity to cure, Att A Sample Contract Page 16 of 26 terminate the Contract in whole or in part under the following conditions:

(1) If Contractor should voluntarily or involuntarily, seek protection under the United States Bankruptcy Code and Contractor as debtor-in-possession or the Trustee for the estate fails to assume the Contract within a reasonable time;

(2) If Contractor should make a general assignment for the benefit of Contractor’s creditors;

(3) If a receiver should be appointed on account of Contractor’s insolvency;

(4) If Contractor should repeatedly refuse or fail to supply an adequate number of skilled workers or proper materials to carry on the Work as required by the Contract Documents, or otherwise fail to perform the Work in a timely manner;

(5) If Contractor should repeatedly fail to make prompt payment to Subcontractors or for material or labor, or should disregard laws, ordinances or the instructions of the Contract Agent; or

(6) If Contractor is otherwise in material breach of any part of the Contract.

b. Termination for Convenience. Department may terminate the Contract in whole or in part whenever Contract Agent determines it is in the best interest of the Consumer. The Contract Agent will provide the Contractor with 7 Days’ prior written notice of a termination for public convenience. After such notice, the Contractor shall provide immediate and peaceful possession of the premises and materials located on and off the premises. In no circumstance shall Contractor be entitled to lost profits for Work not performed due to termination.

In the event the Contract is terminated for convenience, Contractor shall be entitled to payment for labor performed and materials used up to the date of termination. For materials already purchased by the Contractor for services provided under this Contract:

(1) Materials purchased that are not refundable shall be left at the site and are reimbursable. Contractor shall include these materials in the final invoice. Final invoice shall include dated receipts as proof the materials were purchased prior to the date of termination.

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(2) Materials purchased but refundable shall be removed from the site and are not reimbursable. Contactor shall not invoice for these materials.

13. Integration.

THE CONTRACT, WHICH INCLUDES THIS CONTRACT AND ALL

ATTACHMENTS, CONSTITUTES THE ENTIRE CONTRACT BETWEEN THE

PARTIES. NO WAIVER, CONSENT, MODIFICATION, OR CHANGE OF TERMS OF

THE CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND

SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR

CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE

AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO OTHER

UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR

WRITTEN, NOT SPECIFIED HEREIN REGARDING THE CONTRACT.

CONTRACTOR, BY THE SIGNATURE BELOW OF ITS AUTHORIZED

REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS

CONTRACT AND THE REST OF THE CONTRACT DOCUMENTS, UNDERSTANDS

THEM, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF

THIS CONTRACT AND THE REMAINING CONTRACT DOCUMENTS.

Remainder of page left blank intentionally.

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14. Signatures.

Contractor:

Legal Business Name

Doing Business As (if applicable)

Address

Contractor’s CCB# Expiration Date

Authorized Representative Name Title

Authorized Representative Signature Date

[Consumer name (and, if applicable homeowner name if different than Consumer] by and through the Department’s Contract Agent

Contract Agent Name Title

Contract Agent Signature Date

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EXHIBIT B

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EXHIBIT C

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EXHIBIT D

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