AttA Sample Contract~1.pdf

RFP S-10000-00007013 – Navigator Services for Jackson and Josephine Counties Att A

ATTACHMENT A – SAMPLE CONTRACT

Contract Number SAMPLE ONLY

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’

(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)

000000/sml Page 2 of 49 ODHS PSK (reviewed by DOJ 8/30/2018) Updated:5/10/2023

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 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: Reserved for Federal Terms and Conditions

(7) Exhibit E: 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, A, C, and E.

3. Consideration.

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

Contract, which includes any allowable expenses, is $[insert amount]. 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 or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, ODHS’ determination is that:

Contractor is a subrecipient Contractor is a contractor Not applicable

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Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract: Not applicable

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): SAMPLE ONLY

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: ________________ Umbrella Coverage Company(If applicable): _________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Other #2 (list type of coverage and Company): ________________________________________ 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 1 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. Contractor further acknowledges that in addition to the remedies under this Contract, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor;

(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

000000/sml Page 5 of 49 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., “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.

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:

SAMPLE ONLY

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:

Exempt per OAR 125-246-0170(2)

Authorized Signature Title Date

Approved for Legal Sufficiency:

Approved via e-mail by With Protect Form on, click here Oregon Department of Justice Date

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EXHIBIT A

Part 1 Statement of Work

1. Purpose. As directed by the Oregon Revised Statues (ORS) 418.580 through 418.598, Contractor and ODHS execute this Contract for the provision of Strengthening, Preserving and Reunifying Families (SPRF) services.

2. Background.

a. The SPRF Program (the “Program”) was created by the Oregon legislature with the goal of reducing trauma to children who are removed from their families of origin because of reasons of abuse or neglect, and to resolve those issues by means of offering client-focused services starting at the assessment phase of the case and extending into aftercare services when children are returned home.

b. The overall goals of the Program are to safely and equitably reduce the number of children in the foster care system by reducing the length of stay in foster care, maintaining children safely at home with their parents or caregivers, reducing the re-referral and reentry rates of families into the child welfare system, and increasing the timeliness to permanency.

3. Definitions. For purposes of this Exhibit A, Parts 1 and 2, capitalized terms shall have the following meaning:

a. “Caseworker” means ODHS staff who is responsible for the coordination of services of an individual Client with Contractor.

b. “Child” means an individual under 21 years of age who qualifies to receive Child

Welfare services provided by ODHS.

c. “Client” means the ODHS Child Welfare participant, adult or Child, who is receiving the service(s) provided under this Contract.

d. “Family” means, at a minimum but not to the exclusion of, siblings as defined in

ORS 419A.004 or other persons living in the same household with a Child, the Child and:

(1) The Child’s parent as defined in ORS 419A.004;

(2) The Child’s guardian appointed pursuant to ORS chapter 125; or

(3) A person who has a caregiver relationship as defined in ORS 419B.116 with the Child.

e. “Navigator” means Contractor provided staff to assist ODHS referred families to navigate through the Child Welfare system by completing items on their case plan of services that are supportive of the Client’s success.

4. Overview.

a. Contractor shall provide Navigator services to Child Welfare involved Clients.

The Navigator services will include assisting Clients and identifying barriers, 000000/sml Page 8 of 49 assisting Clients in reducing or eliminating those barriers, assisting Clients finding community resources, navigating resources and systems, and working with community agencies.

b. The goals of the services provided are to assist Child Welfare involved Clients in removing barriers that will allow children to return to their parent’s care, or remain in their parent’s care, or returning and remaining in their parent’s care.

5. Contractor Qualification Requirements. Contractor’s staff providing services under this Contract shall have the following qualifications:

a. Navigator Supervisor

(1) Educational Requirements: at a minimum a Bachelor’s academic degree from an accredited college or university.

(2) Experience Requirements: Two years of supervisory experience within the last five years.

b. Navigator

(1) Educational Requirements: A bachelor’s degree in a social service field; or

(2) Two years’ experience working with a high-risk population.

6. Service Capacity. (Service Capacity Section to be negotiated)

a. Services are expected to last from ___ to ___ (weeks/months) for all referrals with the average being approximately ____ (weeks/months). In cases where additional time is necessary, Contractor shall obtain prior approval from the referring Caseworker.

b. Contractor shall serve a minimum of XX Families per month / Serve a minimum of XX Families but no more than XX Families per month / Serve an average of XX Families per month. Averages will be based on the prior three months of service utilization rates. ODHS will review Contract utilization on a monthly basis to determine if an amendment to the Contract is needed. This information will be used to begin capturing baseline measurements. ODHS will consult with Contractor regularly to ensure sufficient capacity for Family needs.

7. Referral Protocols.

a. ODHS will initiate referrals for services to Contractor based on identified Client needs, and upon acceptance, Contractor shall collaborate with the referring Caseworker on the most suitable and beneficial service outcome under this Contract. Contractor shall accept referrals during normal business hours of 8:00a.m. to 5:00p.m. PT Monday through Friday.

(1) Upon accepting a referral and prior to performing services, Contractor shall obtain from the referring Caseworker a copy of the Client’s protective action, safety plan, or relapse prevention plan.

(2) For Child Protective Services (CPS) referrals, Contractor shall initiate contact with the Client within 24 hours of receipt. For non-CPS referrals, 000000/sml Page 9 of 49

Contractor shall initiate contact with the Client within five business days of receipt.

(3) Contractor shall notify the referring Caseworker within 24 hours of referral receipt in cases where Contractor does not accept referral.

b. Upon acceptance of a CPS referral, Contractor shall accompany the referring Caseworker in making a home assessment. While ODHS maintains responsibility to assess Child-safety and other associated factors, Contractor shall begin to assess the parent(s) as well as the Family to determine the impact of substance abuse or addiction and will work collaboratively with ODHS to make a recommendation on the appropriateness of services to be provided under this Contract.

8. Services to be Provided. All services provided under this Contract must be culturally competent, evidenced-based or evidence-informed practices, and Client-focused.

Services must be both front-end intervention programs in the home and community to support and maintain in-home placement; and services in the home, community and with the foster parent, Child, and biological parents to support early reunification programs.

Specifically, Contractor shall provide the following services:

a. Assist Agency Referred Families who face many barriers, with Services designed to remove barriers including but not limited to:

(1) Financial barriers

(2) Communication and information barriers

(3) Child Welfare system barriers

(4) Legal issues

(5) Mental health issues

(6) Alcohol & Drug issues

(7) Child Care issues

(8) Transportation barriers

(9) Housing barriers

b. Eliminate barriers to understanding the issues and providing recommendations to the family.

c. Assure that any family with a need will receive timely assistance. The Navigator accomplishes this most effectively through face-to-face contact with the referred family during the Child Protective Services (CPS) assessment or when planning for family reunification.

d. Customized Services for each family. Services also need to be provided in Client’s home whenever possible and be culturally and linguistically appropriate.

e. Increase coordination of Services; bridge the gaps in family’s access to care, guide parents or families through Agency and other community resource provider systems.

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Specifically:

(1) Connect parents or families with resources and support systems;

(2) Facilitate interaction and communication with Agency staff and providers;

(3) Streamline tasks, appointments, and paperwork;

(4) Help parents or families identify and access financial Services to pay for their case plan needs;

(5) Help parents or families arrive at scheduled appointments on time and prepared;

(6) Help decrease parents or families fear and anxiety;

(7) Help parents or families identify and utilize appropriate social Services;

(8) Assist parent or families with accessing housing, parenting classes, transportation, and employment and training; and

(9) Track interventions and outcomes

f. Provide Supervision.

The Contractor’s supervision of Navigator(s) shall include:

(1) Local supervision a minimum of at least once a week, and will include assisting the Navigator(s) working with other community resource providers in regard to the needs of the family or parent(s); and

(2) Monthly evaluation meetings with Agency regarding Navigator services to discuss what is working well and what needs to be improved.

g. Reports of Abuse and Safety Plan Violations.

(1) Any concerns about the safety of the children, or the safety and stability of the home environment shall be immediately reported to the local child abuse reporting number.

(2) Contact from alleged offenders will immediately be reported to the assigned Agency caseworker. Contractor Services will not be provided when uncontrolled offenders have continued access to children in their homes.

(3) Any violation of the protective action, safety plan or relapse prevention plan will be reported to the Agency caseworker within 24 hours of observation.

h. Transportation. Contractor shall provide Client transportation services as needed in order to facilitate Client’s participation in navigation services. ODHS strongly prefers that all Client transportation services be provided using Contractor’s vehicles; however, Contractor may provide these services through its employees’ private vehicles. All vehicles and drivers providing transportation

000000/sml Page 11 of 49 under this Contract are subject to the conditions below. Prior to performing Client transportation services for ODHS Clients, Contractor shall provide the ODHS Contract Administrator a written certification that all drivers performing Client transportation services under this Contract meet all of the requirements listed below.

(1) Insurance: Contractor shall obtain and maintain Commercial Automobile

Liability insurance at the liability limits described in Exhibit C “Insurance Requirements” throughout the term of this Contract.

(2) Driver Standards. Contractor shall ensure any person performing transportation services under this Contract meets all of the following requirements.

(a) Is currently and legally licensed to operate the transporting vehicle according to the laws and regulations of the State of Oregon;

(b) Does not have the following criminal history:

i. Has been convicted or currently under the investigation of a crime in the category of homicide;

ii. Has been convicted or currently under the investigation of a crime related to a sexual offense; or

iii. Currently has a pending or unresolved criminal charge as a result of a crime committed within the past two years.

(c) Has not been convicted of a crime:

i. Listed in ORS 342.143(3)(a)(A), (B) or (C);

ii. Involving sexual offenses;

iii. In the past two years, involving child abuse, or child neglect;

iv. In the past two years, involving offensives against persons, violence, threat of violence, or theft;

v. Involving activity in the past two years, in drugs or alcoholic beverages, including driving under the influence of intoxicants; or

vi. Been convicted of a crime that bears a substantial relation to the functions and duties under the terms and conditions of the Contract.

(d) Has not had a driver’s license suspended by the Oregon Division of Motor Vehicles, or a similar agency in another state, for a cause involving the unsafe operation of a motor vehicle or because of sanctions against a driving record, within the past two years;

(e) Has not had driving privileges revoked or suspended as a habitual offender under ORS 809.600, or a substantially similar provision in another state, within the past two years; or

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(f) Does not have a driving record that has an accumulation of 31 points based on the point system established in OAR 581-053- 0050(3)(g), within the past two years.

(g) Driver shall:

i. Not consume any alcoholic beverage regardless of its alcoholic content or any drug that may affect the ability to operate a vehicle safely within eight hours prior to providing transportation services;

ii. Refrain from smoking, this includes the use of e-cigarettes and vaping products, or the use of any tobacco product at any time while providing transportation services;

iii. Secure any articles in the passenger compartment of the transporting vehicle likely to cause injury to the occupants in the event of an accident, sudden stop or emergency evasive action;

iv. Ensure vehicle is sufficiently fueled prior to providing transportation services under this Contract and refrain from refueling the vehicle while transporting ODHS Clients and their families;

v. Provide adequate lighting, ventilation, and heating in the transporting vehicle appropriate to the environment;

vi. Not carry, nor shall the vehicle transport, guns, knives, mace, pepper spray or weapons of any type, or any potentially hazardous material when providing transportation services; nor shall the Contractor allow any mace, pepper spray or weapons of any type to be stored in any vehicles used to transport ODHS clients and their families; and

vii. Have telephonic means available and follow all applicable laws regarding use of telephonic devices while driving.

Telephonic device shall be used for contacting emergency assistance. Drivers are prohibited from use of a cell phone or other telephonic or electronic device not specifically designed for use while driving while providing transportation services under this Contract.

(h) If a driver is in violation of any provision listed above, or, to the best of the Contractor’s knowledge is currently under investigation of such actions, the Contractor shall immediately remove each such driver from providing any transportation services under this Contract.

(3) Vehicle Standards. Contractor shall ensure vehicles meet the following standards when being used for transportation services under this Contract:

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(a) Vehicle is fully registered and licensed according to the laws of the State of Oregon, and is in good and safe operating condition that meets or exceeds the applicable minimum standards, rules, and laws for vehicle safety;

(b) Vehicle has a clean and uncluttered passenger compartment;

(c) Vehicle has a properly installed child-safety seat, booster seat, or other device required by law or rule for the transport of children that shall be utilized as required by rule or law, if a child is being transported; and

(d) Vehicle has seat belts that are properly installed and maintained and used by all occupants of the vehicle at all times the vehicle is in operation.

9. Reports of Abuse and Safety Plan Violations.

a. Any concerns about the safety of a child, or the safety and stability of the home environment shall be immediately reported to the local child abuse reporting number.

b. Contact from alleged offenders shall be immediately reported to the referring Caseworker. Contractor shall not provide services when uncontrolled alleged offenders have continued access to a Child in their home.

c. Any violation of the protective action, safety plan, or relapse prevention plan shall be reported to the referring Caseworker within 24 hours of observation. For example: the parent’s un-willingness or ability to comply with the protective action or safety plan.

10. Client-Driven Outcome Measures. With ODHS’s implementation of performance-based contracting, ODHS will gather end of service Client-driven outcome measures reported out by Contractor and validated by ODHS. For purposes of this Section only, outcome measures mean objective, observable measures of outcomes for services provided to a Client under ORS 418.575 to 418.598. ODHS will utilize this and other data to work with Contractor to support continuous improvement efforts which promote better outcomes for Children and Families.

a. The achievement of Navigator Services for the Client will be based on the following Client-driven outcome measures:

(1) Achieved: Client accessed all necessary, available resources and services

(2) Partially Achieved: Partially Achieved: Client accessed one or more necessary, available resource(s) and service(s)

(3) Not Achieved: Client did not access any necessary, available resource(s) and service(s)

(4) No Progress: Client did not access any necessary, available resource(s) and Service(s)

Steve M. Phillips Reference service

Steve M. Phillips Include language from the statewide outcomes list as they apply. Some services will not have “Partially Achieved” – if so, delete Partially Achieved here and change Not Achieved from 3) to 2).

If your contract has more than one service, add sections with applicable outcomes for each service attached to outcomes.

CW Program will provide this information with each new request.

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b. When a dispute arises in regards to whether or not Client-driven outcome measures have been achieved, ODHS will make the final decision.

11. Reporting Requirements. Contractor shall provide the following reports:

a. Initial Summary. Upon acceptance of a referral, Contractor shall submit a written initial summary via e-mail to the referring Caseworker that identifies the current status of the Client, the Client’s barriers to success, agreed upon service outcomes, and strategy to achieve agreed upon service outcomes. Initial summaries are due within first five (5) business days of first contact with the Client.

b. Monthly Reports. Contractor shall submit written monthly reports via e-mail to the referring Caseworker for each Client served that describes any changes in the barriers to success, changes in strategies to achieve agreed upon service outcomes, an ongoing summary of services provided, and progress made towards agreed upon service outcomes. Monthly reports are due not later than the 5th of the following month services were provided.

c. Closing Reports. As this Contract is performance-based, Contractor shall submit a written closing reports via e-mail to the referring Caseworker that describes the results of Clients achieving the outcome measures as described in Section 10 of this Exhibit A, Part 1, “Statement of Work”. Specifically, Contractor shall provide the following information, within 10 calendar days of the last day service is provided for each Client:

(1) Progress toward, or final, Client outcomes (to also be included on ODHS invoice); and

(2) Next steps or recommendations for further treatment.

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

Barrett April D When is this due and to who? A question that will always be asked.

Landis Sharon M The templated language has business days, is this okay?

Landis Sharon M This is the templated language, is it okay or do I need to put with five (5) days?

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Part 2 Payment and Financial Reporting

To be negotiated.

1. Payment Provisions:

a. As consideration for the services provided by Contractor during the period specified in Section 1, “Effective Date and Duration”, ODHS will pay to Contractor, a maximum not-to-exceed amount as specified in Section 3.

“Consideration”, to be paid as follows:

Section 1. a. to be negotiated

b. Contractor Invoice, Completion and Submission:

(1) Contractor shall submit invoices on the approved ODHS invoice form located at: https://apps.state.or.us/Forms/Served/ce0846.xlsm.

Instructions and requirements for completion and submission of an invoice are included on the third tab of the Excel invoice document. Invoices must be submitted with all fields properly populated.

(2) Payment will be made by ODHS to the Contractor monthly on or after the first of each month following the month in which services were performed, subject to receipt and approval by ODHS of the Contractor’s invoice and any required reporting as defined in the Statement of Work for this Contract.

For questions regarding payments please email ContractInvoice.Support@odhsoha.oregon.gov.

(3) Contractor shall invoice ODHS for actual expenditures for flexible funds.

Reimbursement of all Flexible Funds costs shall not exceed a total of $300. ODHS reserves the right to review and approve all costs for which Contractor requests reimbursement.

2. Travel and Other Expenses. ODHS will not reimburse Contractor for any travel or additional expenses under this Contract.

https://apps.state.or.us/Forms/Served/ce0846.xlsm mailto:ContractInvoice.Support@odhsoha.oregon.gov

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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 six 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 #S-10000-00007013 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/sml Page 20 of 49 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: Children (ORS 419B.005 through 419B.045).

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.

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 for Employees and Volunteers.

a. Contractor shall ensure that all employees, volunteers and subcontractors who perform services under this Contract, or who have access to any information about clients served under this Contract, are approved by the Agency’s Background Check Unit in accordance with Oregon Administrative Rules (OAR) 407-007-0200 through 407-007-0370.

b. In addition to potentially disqualifying conditions under OAR 407-007-0290, all employees, volunteers, and subcontractors who perform services under this Contract are subject to OAR 407-007-0290(11)(b).

c. An employee, volunteer, or subcontractor may be hired on a preliminary basis, in accordance with the requirements and limits described in OAR 407-007-0315, prior to final approval by the Agency’s Background Check Unit. An employee, volunteer, or subcontractor hired on a preliminary basis shall not have unsupervised contact with individuals receiving services under this Contract and

000000/sml Page 21 of 49 shall only participate in the limited activities described in OAR 407-007-0315.

An employee, volunteer, or subcontractor hired on a preliminary basis must be actively supervised at all times as described in OAR 407-007-0315.

d. Any current employee hired for a new position with Contractor to perform services under this Contract, or any current employee, volunteer, or subcontractor who will have access to any information about clients served under this Contract must be approved by the Agency’s Background Check Unit at the time the employee, volunteer, or subcontractor accepts the new position or Work.

Notwithstanding the requirements of paragraph c. of this Section, a current employee or volunteer who accepts a new position with Contractor to perform services under this Contract, may be hired for the new position on a preliminary basis without active supervision in accordance with the limits and requirements described in OAR 407-007-0315.

e. There are only two possible fitness determination outcomes of a background check: approval or denial. If the employee, volunteer, or subcontractor is denied, she or he may not have contact with Agency clients under this Contract and may not have access to information about Agency clients. Employees, volunteers, or subcontractors who are denied do have the right to contest the denial. The process for contesting a denial is described in OAR 407-007-0330.

f. For purposes of compliance with OAR 407-007-0200 through 407-007-0370, Contractor is a “Qualified Entity”, as that term is defined in OAR 407-007-0210, and must comply with all the provisions pertaining to Qualified Entities contained in OAR 407-007-0200 through 407-007-0370.

g. 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.”

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.

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

000000/sml Page 22 of 49 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.

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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,…