Attachment A Sample Contract~8.pdf

Bid Solicitation # S-10000-00007632 ODHS # 5657 Sample Contract Page 1 of 33

ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 3/1/2021

ATTACHMENT A – SAMPLE CONTRACT

PERSONAL/PROFESSIONAL SERVICES CONTRACT

In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications, and other electronic formats. To request an alternate format, please send an e-mail to dhs-oha.publicationrequest@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format.

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’

Child Welfare Office

500 Summer Street NE E-71

Salem, Oregon 97301

Contract Administrator: Jennifer Holman or delegate

Telephone: (503) 931-3616

E-mail address: jennifer.holman@dhsoha.state.or.us mailto:dhs-oha.publicationrequest@state.or.us mailto:dhs-oha.publicationrequest@state.or.us mailto:sakura.rohleder@dhsoha.state.or.us

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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: Federal Terms and Conditions

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

b. This Contract and the documents listed in Section 2., “Contract Documents”, subsection a. above, shall be in the following descending order of precedence: this

Contract less all exhibits, Exhibits D, B, A, and C.

3. Consideration.

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

Contract, which includes any allowable expenses, is $[insert amount]. 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.”

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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

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

5. Contractor Data 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)?

(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: ________________

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

Bid Solicitation # S-10000-00007632 ODHS # 5657 Sample Contract Page 5 of 33 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 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 PRIOR TO

NECESSARY STATE APPROVALS.

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 Department of Administrative Services:

Exempt per DAS Delegation REQ-10000-00020921, as amended

Authorized Signature Title Date

Approved for Legal Sufficiency:

Oregon Department of Justice Date

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EXHIBIT A

Part 1

Statement of Work

Proposers submitting Proposals to provide consultant services for organizational change should refer to the RFP Document subsection 2.3 “Scope of Work” for information about the Work to be performed.

The Statement of Work in the contract awarded because of Bid Solicitation # S-10000-00007632 will be based on the RFP Scope of Work and the Proposal.

ODHS will negotiate the final Statement of Work language with the successful Proposer as described in the RFP Document Section 6 “Award and Negotiations.”

a. Start-up Costs. ODHS will provide a one-time start-up payment to Contractor upon execution of this Contract and a completed invoice pursuant to Exhibit A, Part 2., “Payment and Financial Reporting”. Contractor shall use the start-up funds only for facility, staff, and supply costs that are directly associated with service delivery under this

Contract in preparation for ODHS Client and Client Family placement on approximately

February 1, 2024. Start-up funds must be spent within 90 calendar days after execution of this Contract. Contractor shall prepare and submit a report to ODHS no later than 30 calendar days after execution of this Contract that must describe and document in detail how the start-up funds were utilized including an itemized list of actual costs. Contractor shall provide original receipts to ODHS upon request. Any remaining start-up funds, not spent within 90 calendar days of execution of this Contract, must be returned to ODHS within 120 calendar days of execution of this Contract.

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EXHIBIT A

Part 2

Payment and Financial Reporting

1. Payment Provisions.

As consideration for the services provided by Contractor during the period specified in

Section 1 “Effective Date and Duration”, of this Contract, ODHS will pay to Contractor, a maximum not-to-exceed amount as specified in Section 3 “Consideration” of this

Contract, to be paid as follows:

a. Upon execution of this Contract, and a completed and submitted invoice, ODHS will disburse a one-time payment to Contractor for start-up costs in the amount of

$40,000.00 to be spent pursuant to Exhibit A, Part 1, “Statement or Work”, Section

5., “Start-up Costs”.

b.

c.

(1)

2. Contractor Invoice.

a. Contractor shall submit monthly invoices on a form and using a format approved by ODHS. Contractor shall send all invoices to ODHS’ Contract Administrator at the address specified on page 1, or to any other address as ODHS may indicate in writing to Contractor.

b. Contractor shall prominently display the Contract number on all invoices and supporting documentation.

c. Contractor shall include on each invoice submitted for payment, a description of

Work performed, and the dates Work was performed under the Contract.

d. When billing for time, Contractor shall include on its invoice the name of the person completing the Work, the number of hours, and the hourly rate.

e. Prior to ODHS approving payment of the invoice, ODHS will review and accept the required documentation, as applicable to the Work being invoiced.

f. ODHS will review Contractor’s invoice and promptly return any incomplete invoices to Contractor for correction. Upon receipt of the corrected invoice from

Contractor, ODHS will have 45 days to make the payment to Contractor.

Contractor must have sufficient cash reserves to meet fiscal obligations during the period it takes ODHS to process invoices.

g. Contractor's claims to ODHS for overdue payments on invoices are subject to

ORS 293.462.

3. Travel and Per Diem.

a. No travel or other expenses shall be paid in addition to the payments or amounts specified in this Exhibit A Part 2.

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b. Travel must comply with all the requirements specified in this Section and shall be allowed only when the travel is essential to the normal discharge of

Contractor’s responsibilities under this Contract. Contractor shall travel in the most efficient and cost-effective manner resulting in the best value to ODHS.

c. ODHS will reimburse Contractor up to the amount specified in Section 1 above for lodging and meals at the rates published by the United States General Services

Administration (“GSA”) for Salem, Oregon

(http://www.gsa.gov/portal/category/100120 ) as of the date Contractor incurs the expenses. Contractor shall provide ODHS with receipts for all travel expenses incurred, except meals, for which Contractor seeks reimbursement. Contractor shall fly “coach class” unless Contractor pays the difference to upgrade the flight class.

http://www.gsa.gov/portal/category/100120

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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”).

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

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

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

Contract;

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

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

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

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

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client

Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; and shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client

Information to third parties; shall not use Confidential Non-Client

Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the

Confidential Non-Client Information of their obligations to keep

Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the

Oregon Public Records Law, ORS 192.311 to 192.478. The receiving

Party shall notify the originating Party of a public records request five days prior to the disclosure.

c. Upon request and pursuant to the instructions of 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.

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

(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 five 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.

(3) 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 # 5437 (Bid Solicitation # S-10000-00003450) 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.

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

Waiver; Consent.” of this Contract.

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

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

(1) Children (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. Reserved.

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5. 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.

6. 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.

7. HIPAA Compliance. Reserved.

8. Personnel Safety Precautions. During times of national, state, or local emergency, and when requested or prior approved by the ODHS Contract Administrator, Contractor may be authorized to hold services either virtually, or via teleconference, or a combination of virtual and in-person. Contractor shall perform services in compliance with all current restrictions in effect as prescribed by the national, state, or local authorities and shall comply with all federal, state and local laws, regulations, executive orders, and ordinances as applicable.

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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.

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

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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 federal government.

ODHS certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within ODHS' current biennial appropriation or limitation. Contractor understands and agrees that ODHS’ payment for Work performed is contingent on ODHS receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow ODHS, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Payment Method. Payments under this Contract will be made by Electronic

Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive

EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current

Bid Solicitation # S-10000-00007632 ODHS # 5657 Sample Contract Page 18 of 33 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 ODHS. 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 ODHS on an ODHS-approved form. ODHS is not required to make any payment under this Contract until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS CONTRACT, OR UNDER

ANY OTHER CONTRACT BETWEEN CONTRACTOR AND ODHS, RESULT IN

PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED,

ODHS, AFTER GIVING WRITTEN NOTIFICATION TO CONTRACTOR, MAY

WITHHOLD FROM PAYMENTS DUE TO CONTRACTOR SUCH AMOUNTS,

OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO RECOVER THE

AMOUNT OF THE OVERPAYMENT, UNLESS CONTRACTOR PROVIDES A

WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE DATE OF THE

NOTICE. ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY

REASSIGNS TO ODHS ANY RIGHT CONTRACTOR MAY HAVE TO RECEIVE

SUCH PAYMENTS. IF CONTRACTOR PROVIDES A TIMELY WRITTEN

OBJECTION TO ODHS’ WITHHOLDING OF SUCH PAYMENTS, THE PARTIES

AGREE TO CONFER IN GOOD FAITH REGARDING THE NATURE AND

AMOUNT OF THE OVERPAYMENT IN DISPUTE AND THE MANNER IN WHICH

THE OVERPAYMENT IS TO BE REPAID. ODHS RESERVES ITS RIGHT TO

PURSUE ANY OR ALL OF THE REMEDIES AVAILABLE TO IT UNDER THIS

CONTRACT AND AT LAW OR IN EQUITY INCLUDING ODHS’ RIGHT TO

SETOFF.

8. Ownership of Work Product.

a. Definitions. As used in this Section 8, and elsewhere in this Contract, the following terms have the meanings set forth below:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than ODHS or Contractor.

(3) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to ODHS pursuant to the Work.

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work

Product is considered a “work made for hire,” shall be the exclusive property of

ODHS. ODHS and Contractor agree that all Work Product is “work made for hire” of which ODHS is the author within the meaning of the United States

Copyright Act. If for any reason the original Work Product created pursuant to the

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Work is not “work made for hire,” Contractor hereby irrevocably assigns to

ODHS any and all of its rights, title, and interest in all original Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine.

Upon ODHS' reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in ODHS. Contractor forever waives any and all rights relating to original Work Product created pursuant to the

Work, including without limitation, any and all rights arising under 17 U.S.C.

§106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property or a compilation that includes

Contractor Intellectual Property, Contractor hereby grants to ODHS an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display

Contractor Intellectual Property and the pre-existing elements of the Contractor

Intellectual Property employed in the Work Product, and to authorize others to do the same on ODHS’ behalf.

d. In the event that Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property or a compilation that includes

Third Party Intellectual Property, Contractor shall secure on ODHS’ behalf and in the name of ODHS an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on ODHS’ behalf.

9. Indemnity.

a. CONTRACTOR SHALL DEFEND (SUBJECT TO ORS CHAPTER 180), SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON

AND ODHS AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM

AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES,

LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER,

INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF,

OR RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS

OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER

THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE

GENERALITY OF SECTION 9.a. ABOVE, CONTRACTOR EXPRESSLY

AGREES TO DEFEND, INDEMNIFY, AND HOLD ODHS, THE STATE OF

OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS,

DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND

ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS,

EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING

OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK

PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS

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DELIVERED TO ODHS BY CONTRACTOR THAT MAY BE THE SUBJECT

OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL

PROPERTY LAW OR DOCTRINE, OR ODHS’ USE THEREOF, INFRINGES

ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE

DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY

RIGHT OF ANY THIRD PARTY; PROVIDED, THAT THE STATE OF

OREGON SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN

NOTICE OF ANY INFRINGEMENT CLAIM.

THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS

CONTRACT.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(1) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

(2) Contractor no longer holds a license or certificate that is required for

Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 calendar days after

ODHS’ notice or such longer period as ODHS may specify in such notice;

or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the

Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after ODHS’ notice, or such longer period as ODHS may specify in such notice; or

(4) Contractor failed to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Contract or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Contract.

b. ODHS’ Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a. above, ODHS may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(1) termination of this Contract under Section 10.e.(2) below;

(2) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

(3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

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(4) exercise of its right of recovery of overpayments under Section 7., “Recovery of Overpayment”, of this Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and

ODHS may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Section 10.a. above, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 10.e.(1) below.

c. Default by ODHS. ODHS shall be in default under this Contract if ODHS commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within 30 calendar days after Contractor's notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for ODHS’ Default. In the event ODHS terminates the

Contract under Section 10.e.(1) below, or in the event ODHS is in default under

Section 10.c. above, and whether or not Contractor elects to exercise its right to terminate the Contract under Section 10.e.(3) below, Contractor's sole monetary remedy shall be: (i) with respect to Work compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of

Work completed and accepted by ODHS, less previous amounts paid and any claim(s) that ODHS has against Contractor. In no event shall ODHS be liable to

Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 10.d., Contractor shall immediately pay any excess to ODHS upon written demand. If Contractor does not immediately pay the excess, ODHS may recover the overpayments in accordance with Section 7., “Recovery of Overpayments”, and may pursue any other remedy that may be available to it.

e. Termination.

(1) ODHS’ Right to Terminate at its Discretion. At its sole discretion, ODHS may terminate this Contract:

(a) For its convenience upon 30 days’ prior written notice by ODHS to

Contractor;

(b) Immediately upon written notice if ODHS fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products;

(c) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that ODHS’ purchase of the Work or Work Products under this

Contract is prohibited, or ODHS is prohibited from paying for such

Work or Work Products from the planned funding source; or

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(d) Immediately upon written notice to Contractor if there is a threat to the health, safety, or welfare of any ODHS client or recipient of services under this Contract, including any Medicaid Eligible

Individual, under its care.

(2) ODHS’ Right to Terminate for Cause. In addition to any other rights and remedies ODHS may have under this Contract, ODHS may terminate this

Contract immediately upon written notice to Contractor, or at such later date as ODHS may establish in such notice, if Contractor is in default under Section 10.a. above.

(3) Contractor's Right to Terminate for Cause. Contractor may terminate this

Contract upon 30 days written notice to ODHS, or at such later date as

Contractor may establish in such notice, if ODHS is in default under

Section 10.c. above, and ODHS fails to cure such default within 30 calendar days after ODHS receives Contractor's notice or such longer period as Contractor may specify in such notice.