ATTACHMENT B - SAMPLE CONTRACT~2.pdf

RFA S-10000-00016003 – Adult Protective Services Contract Attorneys Attachment A

ATTACHMENT B – SAMPLE CONTRACT

Contract Number 000000

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

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

This Contract is between the State of Oregon, acting by and through its Oregon Department of Human Services, hereinafter referred to as “ODHS,” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to ODHS’

Aging and People with Disabilities Adult Protective Services

500 Summer Street, NE, G-31 Salem, Oregon 97301

Contract Administrator: Tyler Whitely or delegate Telephone: 503-979-8331

Fax: 503-945-5798 Attn: APS E-mail address: tyler.whitely@odhs.oregon.gov mailto:tyler.whitely@odhs.oregon.gov

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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

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, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $20,000.00. 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.

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

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

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

Contractor is a contractor Not applicable

Assistance Listings number(s) of federal funds to be paid through this Contract: Not applicable

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5. Contractor Information and Certification.

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

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS): SAMPLE CONTRACT

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

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: ________________

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

Workers’ Compensation Insurance Company: _________________________________________

Policy #: ______________________________________________ Expiration Date: ________________

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

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

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS

180.755. The Oregon Attorney General may enforce the

liabilities and penalties provided by the Oregon False Claims Act against the Contractor, in addition to any remedies that may be available to ODHS under this Contract;

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

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Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under this Contract;

or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5.a., “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;

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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(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.

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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 CONTRACT

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:

Not Required per OAR 137-045-0030(1)(b) Oregon Department of Justice Date

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EXHIBIT A

Part 1 Statement of Work

1. Background

a. Adult Protective Services (APS) is a program within Aging and People with Disabilities (APD) division of the Oregon Department of Human Services (ODHS) that provides protective services authorized by ORS 410.020(3)(d), ORS 124.050 to 124.095, and OAR chapter 411 Divisions 20 and 26 to older adults, age 65 and older and persons with physical disabilities and acquired brain injury.

b. This Contract sets forth the terms and conditions under which the Contract Attorney provides Protective Proceeding Services, hereinafter referred to as “Work” in order to establish a relationship with the Petitioner; the manner the referrals for Work are made; the Work the Contract Attorney must perform to assist the Petitioner; and the terms and conditions by which ODHS will pay for Work. Once the relationship between the Petitioner and Contract Attorney is established, ODHS is not a party to the client-attorney relationship.

2. Definitions Applicable to the Contract and the Work

a. “Contract” means this Professional Services Contract for Contract Attorneys, a legal and binding agreement between the Oregon Department of Human Services and the Contract Attorney to provide legal services (Work) as requested by Adult Protective Services.

b. “Contractor” for the purposes of this Contract and any resulting Request for Work, is the Contract Attorney who will provide legal services (Work) under this Contract.

c. “Contract Attorney” means an attorney that has submitted an application to ODHS through a Request for Applications (RFA) process, and in return ODHS has accepted the Application, the Applicant has met the requirements of the RFA, the parties have fully executed a Professional Services Contract, and ODHS has placed the Contract Attorney on the Contract Attorney Services Registry (Registry).

d. “OSB” means the Oregon State Bar.

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e. “Petitioner” means a person who initiates a legal case by filing a petition with the court. The Petitioner is also known as the appellant.

f. “Registry” means a list of current Contract Attorneys that Central APS Office Unit provides to a Petitioner. Contract Attorneys on the Registry will be paid by ODHS as outlined in this Contract.

g. “Request for Work” APS will issue a Request for Work to authorize Work to be performed by the Contract Attorney in accordance with this Contract. See Attachment A for a sample Request for Work.

h. “Work” means Protective Proceeding Services to be performed by a Contract Attorney as outlined in this Contract.

3. Purpose

a. Adult Protective Services (APS) may provide a Petitioner with the Contract Attorney Services Registry (Registry). The Petitioner may choose a Contract Attorney to perform legal services (Work) for protective proceedings.

b. A small number of individuals in need of protective services from APS require intervention by a Court by means of the establishment of a protective order under ORS chapter 125, primarily for a guardianship or a conservatorship. APS may use its protective service authority to pay within budget restraints for a limited number of protective proceedings as a last resort for persons who lack any other means for the appointment of a guardian or a conservator.

4. Contract Attorney Work

a. The Contractor agrees to perform all Work necessary and required under statute and Oregon trial codes to prepare, file, and present a petition in a protective proceeding under ORS chapter 125 until there is an appointment of a fiduciary or protective order, dismissal of the petition, through no fault of the Contractor, or a Stop-Work Order by ODHS. To be cost effective, the Contractor agrees to utilize paralegals and office assistants whenever practical to perform the Work for the proceeding that does not require the services of a practicing Contract Attorney.

b. The State of Oregon, ODHS, nor any other of the State’s Departments, Divisions, Agencies or Agents make any guarantee that any specific level of Work or overall dollar amounts will be authorized for and required of any Contract Attorney. The Petitioner may choose a

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Contract Attorney without any guidance or influence from ODHS beyond being provided the Registry, which is compiled based on information received from the Contract Attorney.

c. Approved Attorney(s).

(1) The following attorney(s) are approved to act as a Contract Attorney(s) under this Contract: Add Contract Attorney(s) Name(s)

(2) Change or addition of Contract Attorneys to this Contract must be submitted to the ODHS Contract Administrator prior to being assigned Work under this Contract.

d. Contract Attorney shall be an active member in good standing and remain an active member in good standing for the duration of this Contract with the Oregon State Bar (OSB). Contract Attorney shall notify the ODHS Contract Administrator or delegate no later than seven (7) calendar days after the status change if the Contract Attorney’s status with the OSB changes. ODHS maintains the right to inquire with the OSB for verification of status with OSB.

e. The Contract Attorney shall have sole responsibility for contacting the ODHS Contract Administrator to update the Contract Attorney’s Registry information, including but not limited to the counties where the Contract Attorney performs Work or languages the Contract Attorney lists in the Registry. In no way will the Registry restrict the Contract Attorney from performing Work in any part of Oregon but is merely collected to assist the Petitioner in selecting a Contract Attorney.

f. Contract Attorney Selection Process.

(1) ODHS will send Petitioner a copy of the Registry containing Contract Attorney information. The Registry will be sent out through the Central APS Office Unit. The Petitioner may select a Contract Attorney and contact the Contract Attorney they have selected.

(2) ODHS will reimburse the Contract Attorney for Work provided in accordance with the terms and conditions of this Contract, however, ODHS is, and will remain, independent of the client-attorney relationship established between the Petitioner and the Contract Attorney. The legal client-attorney relationship is

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g. For the purpose of APS, “Protective Proceeding” is defined as the drafting and filing of the petition under ORS chapter 125 and continuing throughout the respective court process culminating in either an appointment of a fiduciary or protective order, or dismissal of the petition through no fault of the Contractor. A “protective proceeding” includes:

(1) An individual guardianship, conservatorship, or other protective order under ORS chapter 125;

(2) Both a guardianship and conservatorship when the guardianship and conservatorship are petitioned at the same time for the same proposed protected person;

(3) Both a temporary (emergency) guardianship and the subsequent permanent guardianship for the same proposed protected person or both a temporary (emergency) conservatorship and the subsequent permanent conservatorship for the same proposed protected person, and includes;

(4) Any contested hearing process for an above proceeding.

h. The Work will be complete upon the finalization of the proceeding which is the appointment of a fiduciary or protective order, or dismissal of the petition.

i. The Contractor acknowledges and accepts that the timely finalization of a protective order under ORS chapter 125 is one of ODHS’ primary objectives. Failure to reasonably meet the standards and timelines of a protective proceeding to establish a protective order, as determined exclusively by ODHS, will constitute a material breach of this Contract.

j. In the event that the Contract with ODHS is terminated for any reason, by any party, the Contractor shall immediately but not later than five calendar days transfer all knowledge and work product produced by the Contractor and Contractor’s staff under this Contract and any related Request for Work to ODHS. Once the notice to terminate is issued and received by the Contractor, no new Work will be performed on the proceeding unless judicially ordered or under separate agreement with other parties to the proceeding.

5. BY PERFORMING WORK UNDER THIS CONTRACT THE CONTRACT ATTORNEY

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ACKNOWLEDGES THAT, WHERE A GUARDIANSHIP, OR CONSERVATORSHIP IS

SOUGHT OR OBTAINED, THAT THE CONTRACT ATTORNEY DOES NOT

REPRESENT THE STATE OF OREGON, ODHS, ITS EMPLOYEES OR AGENTS. THE

CONTRACT ATTORNEY AGREES THAT THE CONTRACT ATTORNEY SHALL NOT

REPRESENT TO THE COURT OR ANY OTHER INDIVIDUALS OR ENTITIES THAT

THE CONTRACT ATTORNEY REPRESENTS, OR IS AN ATTORNEY OR AGENT

FOR, THE STATE OF OREGON, ODHS, APD, APS, NOR ANY OTHER OF THE

STATE’S DEPARTMENTS, DIVISIONS, AGENCIES OR AGENTS.

6. Performance Standards

Pursuant to ORS 279B.055(2) ODHS requires that the Contract Attorney meet the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

7. General Provisions

The following provisions apply to all Work performed under this Contract:

a. ODHS does not guarantee a Request for Work will result from of this Contract.

b. ODHS will issue a Request for Work authorizing the Contractor to commence specific legal professional services in accordance with this Contract.

c. Contractor’s commencement of performance of Work under the Request for Work will constitute the Contractor’s acceptance of the Request for Work and agreement to the terms and conditions.

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Part 2 Payment and Financial Reporting

1. Rate Schedule

a. The Contractor shall be paid at the following hourly rates for all Work provided for ODHS APD Adult Protective Services under this Contract:

Contract Attorney $175.00

Paralegal $ 80.00

Office Assistant $ 20.00

b. Administrative costs and expenses such as but not limited to, overhead, photocopies, postage, or phone calls, must be included in the hourly rates and those costs are not eligible for separate reimbursement.

c. The not-to-exceed amount for any individual proceeding or case will be authorized with a Request for Work issued by ODHS. ODHS will not pay any amount in excess of the amount set forth in a Request for Work unless that amount is increased by written amendment to the Request for Work. No payment will be made for any Work performed before the effective date or after the expiration date of a Request for Work.

d. If additional financial resources become available to pay the Contractor’s reasonable attorney fees and costs of the proceeding or case, the Contractor shall seek reimbursement from the additional financial resources and refund to ODHS the corresponding amount received from the additional resources for the Contractor’s Work and court fees, which had previously been paid by ODHS for the proceeding. This section shall survive expiration or termination of this Contract.

2. ODHS APD Adult Protective Services (APS) program

a. The APS program only provides a Contract Attorney Registry to Petitioners who lack any other means for the appointment of a protective order or if they have means, the means are unavailable.

Should the Contractor discover, determine, or be informed by ODHS that there are sufficient financial resources available from the

000000/SML Page 15 of 50 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 1/9/2026 proposed protected person’s estate to pay the Contractor, the Contractor shall, with the court’s approval, pursue their payment from the protected person’s estate. However, pursuing reimbursement for reasonable costs and fees incurred by the Contractor for the proceeding must not jeopardize the protected person’s needs for necessary and reasonable maintenance. The Contractor shall inform ODHS APD if financial resources are available.

In some instances, if the Contract Attorney cannot wait until those resources become available, both ODHS APD and the Contract Attorney agree that ODHS APD will pay according to the provisions outlined below.

b. In the event the proposed protected person’s estate’s financial resources are insufficient, ODHS will pay the balance of the amount for reasonable costs and court fees in accordance with the following:

3. Contract Attorney Fees

a. ODHS will pay an amount up to $2,250.00 per proceeding for guardian and conservator proceedings. ODHS will issue a Request for Work for individual proceedings and the Contractor will invoice in accordance with the Rate Schedule in Section 1. above.

b. ODHS will pay an amount up to $2,750.00 for cases that involve both temporary and permanent protective proceedings, contested cases, or unusually complex cases. ODHS will issue a Request for Work for individual cases and the Contractor shall invoice in accordance with the Rate Schedule in Section 1. above.

4. Court Fees

In addition to the Contract Attorney fees, the Contractor may seek reimbursement from ODHS for reasonable court fees including court visitor fees, court filing fees and other protective proceeding filing fees established by the court, plus the costs necessary to complete the legal requirements of the petition and hearing such as identifying and notifying interested parties and serving the petition. Reimbursement will be based upon the rates set by individual counties and will not exceed a maximum of $1,750.00 per case. If available in the venue county, the Contract Attorney shall pursue a hardship waiver of court fees and court visitor service fees.

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5. Invoices

a. Invoices shall be submitted to ODHS Aging and People with Disabilities office as specified in the Request for Work.

b. Invoices must include, at a minimum, the following information:

(1) Reference the Contract number (located at the top of the front page of the Contract document)

(2) A copy of the Request for Work

(3) Detailed description of Work performed, including dates of the Work, case number or proceeding

(4) Itemized number of hours being billed at the rates specified in the Rate Schedule (Exhibit A, Part 2, Payment and Financial Reporting)

(5) Itemized list of court expenses for reimbursement

(6) Total amount of invoice

(7) Written confirmation that the Work was completed.

Confirmation of completion may be written into the invoice with the outcome of the proceeding and court case number or by submitting copies of the protective orders or payment orders signed by the judge. Should the case be dismissed, another fiduciary appointed, or there is a different outcome than originally expected, the Contractor must include a brief explanation or submit copies of court papers that explain the different outcome.

c. Contractor’s claims to ODHS for overdue payments on invoices are subject to ORS 293.462.

6. Travel and Other Expenses

ODHS will not reimburse Contractor for any travel or additional expenses under this Contract.

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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;

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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;

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.

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(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:

(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;

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

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

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

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

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

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

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

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

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

2. Amendments.

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

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

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

b. ODHS further reserves the right to amend the Statement of Work based on the original scope of work of RFA# S-10000-00015491 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;

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(2) Implement additional phases of the Work; or

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

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

Consent.” of this Contract.

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

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

(1) Children (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

000000/SML Page 23 of 50 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 1/9/2026 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. As a condition of this Contract, Contractor shall verify that each of Contractor’s employees, volunteers, subcontractors, owners, managers, and board members providing services under this Contract or who have access to Agency clients, client information, or client funds, has not been convicted of any of the following crimes: child or elder abuse, offenses against persons, sexual offenses, child neglect, or any other offense bearing a substantial relation to the qualifications, functions or duties of each such person. For purposes of this paragraph, “substantial relation” means the crime for which the person has been convicted of involves conduct by the person that relates to functions the person may perform for Contractor or places the person in a position to gain access to a client, a client’s personal information, or client funds so as to place the person in a position to cause harm to a client. For example, a person who is convicted of fraud may not be permitted to work in a position that directs, controls, or disburses moneys for this Contract or has access to client finances or financial information. Anyone convicted of any of the aforementioned crimes or who is listed as a sex offender shall not be allowed to work with clients referred by Agency under this Contract.

a. Contractor shall establish verification by:

(1) Having Contractor’s employee, volunteer, subcontractor, owner, manager, or board member who will be providing services under this Contract or who will have access to Agency-

000000/SML Page 24 of 50 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 1/9/2026 referred clients, client information, or client funds, apply for and receive a fingerprint-based national criminal records check from a local Oregon State Police (OSP) office, which will be shared with Contractor; OR

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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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 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

000000/SML Page 28 of 50 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 1/9/2026 rate of wage, salary,…