CLACKAMAS COUNTY SAMPLE SERVICES CONTRACT & INSURANCE REQUIREMETNS.pdf

Rev 08/2020 Page 1

CLACKAMAS COUNTY

CONTRACT

Contract #

This Contract (“Contract”) is entered into between _______________ (“Contractor”), and Clackamas

County, a political subdivision of the State of Oregon (“County”) on behalf of its Housing and

Community Development Division (“HCDD”), of the Health Housing and Human Services Department

(“H3S”).

ARTICLE I.

1. Effective Date and Duration. This Contract shall become effective upon signature of both parties.

Unless earlier terminated or extended, this Contract shall expire on ____________.

2. Scope of Work. Contractor shall provide the following services: _________________ (“Work”), further described in Exhibit A.

3. Consideration. The County agrees to pay Contractor, from available and authorized funds, a sum not to exceed Write Out Number dollars ($ ), for accomplishing the Work required by this

Contract. Consideration rates are on a [time and materials] [fixed fee] basis in accordance with the rates and costs specified in Exhibit A. If any interim payments to Contractor are made, such payments shall be made only in accordance with the schedule and requirements in Exhibit A.

Contractor understands and agrees that the County’s obligation to pay Contractor for performing the

Work under this Contract is expressly contingent upon the County receiving sufficient funds, as determined by the County in its sole administrative discretion, from the Metro Regional Government

(“Metro”) under the supportive housing services program tax, approved as ballot measure 26-210.

4. Invoices and Payments. Unless otherwise specified, Contractor shall submit monthly invoices for

Work performed using the invoice template attached hereto as Exhibit D and incorporated by this reference herein. Invoices shall describe all Work performed with particularity, by whom it was performed, and shall itemize and explain all expenses for which reimbursement is claimed. The invoices shall include the total amount billed to date by Contractor prior to the current invoice. If

Contractor fails to present invoices in proper form within sixty (60) calendar days after the end of the month in which the services were rendered, Contractor waives any rights to present such invoice thereafter and to receive payment therefor. Payments shall be made in accordance with ORS 293.462 to Contractor following the County’s review and approval of invoices submitted by Contractor.

Contractor shall not submit invoices for, and the County will not be obligated to pay, any amount in excess of the maximum compensation amount set forth above. If this maximum compensation amount is increased by amendment of this Contract, the amendment must be fully effective before

Contractor performs Work subject to the amendment.

Invoices shall reference the above Contract Number and be submitted to:

HousingServices@clackamas.us

5. Travel and Other Expense. Authorized: Yes No

If travel expense reimbursement is authorized in this Contract, such expense shall only be reimbursed at the rates in Clackamas County Contractor Travel Reimbursement Policy, hereby incorporated by reference and found at: https://www.clackamas.us/finance/terms.html.Travel expense reimbursement is not in excess of the not to exceed consideration.

6. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence and are attached and incorporated by reference, this Contract, Exhibit

A, Exhibit B, Exhibit C, and Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H.

7. Contractor and the County Contacts.

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Contractor

Administrator:

Phone:

Email:

County

Administrator:

Phone:

Email:

Payment information will be reported to the Internal Revenue Service (“IRS”) under the name and taxpayer ID number submitted. (See I.R.S. 1099 for additional instructions regarding taxpayer ID numbers.) Information not matching IRS records will subject Contractor payments to backup withholding.

ARTICLE II.

1. ACCESS TO RECORDS. Contractor shall maintain books, records, documents, and other evidence, in accordance with generally accepted accounting procedures and practices, sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this Contract. The County and their duly authorized representatives shall have access to the books, documents, papers, and records of Contractor, which are directly pertinent to this

Contract for the purpose of making audit, examination, excerpts, and transcripts. Contractor shall maintain such books and records for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

2. AVAILABILITY OF FUTURE FUNDS. Any continuation or extension of this Contract after the end of the fiscal period in which it is written is contingent on a new appropriation for each succeeding fiscal period sufficient to continue to make payments under this Contract, as determined by the

County in its sole administrative discretion.

3. CAPTIONS. The captions or headings in this Contract are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of this Contract.

4. COMPLIANCE WITH APPLICABLE LAW. Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders, and ordinances, as such may be amended from time to time.

5. COUNTERPARTS. This Contract may be executed in several counterparts (electronic or otherwise), each of which shall be an original, all of which shall constitute the same instrument.

6. GOVERNING LAW. This Contract, and all rights, obligations, and disputes arising out of it, shall be governed and construed in accordance with the laws of the State of Oregon and the ordinances of the County without regard to principles of conflicts of law. Any claim, action, or suit between the

County and Contractor that arises out of or relates to the performance of this Contract shall be brought and conducted solely and exclusively within the Circuit Court for Clackamas County, for the

State of Oregon. Provided, however, that if any such claim, action, or suit may be brought in a federal forum, 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

County of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. Contractor, by execution of this Contract, hereby consents to the personal jurisdiction of the courts referenced in this section.

7. RESPONSIBILITY FOR DAMAGES; INDEMNITY.

a. RESPONSIBILITY FOR DAMAGES; INDEMNITY. Responsibility for Damages.

Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from, the conduct

Rev 08/2020 Page 3 of Work, or from any act, omission, or neglect of Contractor, its subcontractors, agents, or employees.

b. Indemnification and Defense of the County. The Contractor agrees to indemnify, defend, save and hold harmless the County, Clackamas County, and their officers, elected officials, agents and employees from and against all claims, actions, losses, liabilities, including reasonable attorney and accounting fees, and all expenses incidental to the investigation and defense thereof, arising out of or based upon Contractor’s acts or omissions in performing under this Contract. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the County, Clackamas County, or any department of the County, nor purport to act as legal representative of the County or Clackamas County or any of their departments, without first receiving from the Clackamas County Counsel’s Office authority to act as legal counsel for the County or Clackamas County, nor shall Contractor settle any claim on behalf of the County or Clackamas County without the approval of the Clackamas

County Counsel’s Office. Clackamas County may, at their election and expense, assume its own defense and settlement.

c. Indemnification and Defense of Metro. The Contractor agrees to indemnify, defend, save and hold harmless Metro Regional Government (“Metro”), and its officers, elected officials, agents and employees from and against all claims, actions, losses, liabilities, including reasonable attorney and accounting fees, and all expenses incidental to the investigation and defense thereof, arising out of or based upon Contractor’s acts or omissions in performing under this Contract. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of Metro, nor purport to act as legal representative of Metro, without first receiving from the Metro attorney’s office authority to act as legal counsel for Metro, nor shall Contractor settle any claim on behalf of Metro without the approval of the Metro attorney’s office. Metro may, at its election and expense, assume its own defense and settlement.

8. INDEPENDENT CONTRACTOR STATUS. The service(s) to be rendered under this Contract are those of an independent contractor. Although the County reserves the right to determine (and modify) the delivery schedule for the Work to be performed and to evaluate the quality of the completed performance, the County cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Work. Contractor is not to be considered an agent or employee of the County for any purpose, including, but not limited to: (A) The Contractor will be solely responsible for payment of any Federal or State taxes required as a result of this Contract; and (B) This Contract is not intended to entitle the Contractor to any benefits generally granted to the County employees, including, but not limited to, vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, Social Security, Workers' Compensation, unemployment compensation, or retirement benefits.

9. INSURANCE. Contractor shall secure at its own expense and keep in effect during the term of the performance under this Contract the insurance required and minimum coverage indicated below. The insurance requirement outlined below do not in any way limit the amount of scope of liability of

Contractor under this Contract. Contractor shall provide proof of said insurance and name the County and Clackamas County as an additional insured on all required liability policies. Proof of insurance and notice of any material change should be submitted to the following address: Clackamas County, 2051 Kaen Road, Suite 239, Oregon City, OR 97045 or HousingServices@clackamas.us.

Required - Workers Compensation: Contractor shall comply with the statutory workers’ compensation requirements in ORS 656.017, unless exempt under ORS 656.027 or 656.126.

Required – Commercial General Liability: combined single limit, or the equivalent, of not less than $1,000,000 per occurrence, with an annual aggregate limit of $2,000,000 for Bodily

Injury and Property Damage.

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Required – Professional Liability: combined single limit, or the equivalent, of not less than

$1,000,000 per claim, with an annual aggregate limit of $2,000,000 for damages caused by error, omission or negligent acts.

Required – Automobile Liability: combined single limit, or the equivalent, of not less than

$1,000,000 per accident for Bodily Injury and Property Damage.

Required – Sexual Abuse and Molestation: combined single limit, or the equivalent, of not less than $1,000,000 per accident for Bodily Injury and Property Damage.

The policy(s) shall be primary insurance as respects to the County. Any insurance or self-insurance maintained by the County shall be excess and shall not contribute to it. Any obligation that the County agree to a waiver of subrogation is hereby stricken.

10. LIMITATION OF LIABILITIES. This Contract is expressly subject to the debt limitation of

Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. Any provisions herein which would conflict with law are deemed inoperative to that extent. Except for liability arising under or related to Article II, Section 13 or Section 20 neither party shall be liable for (i) any indirect, incidental, consequential or special damages under this Contract or (ii) any damages of any sort arising solely from the termination of this

Contact in accordance with its terms.

11. NOTICES. Except as otherwise provided in this Contract, any required notices between the parties shall be given in writing by personal delivery, email, or mailing the same, to the Contract

Administrators identified in Article 1, Section 6. If notice is sent to the County, a copy shall also be sent to: Clackamas County, 2051 Kaen Road, Suite 239 Oregon City, OR 97045, or

HousingServices@clackamas.us. Any communication or notice so addressed and mailed shall be deemed to be given five (5) days after mailing, and immediately upon personal delivery, or within 2 hours after the email is sent during the County’s normal business hours (Monday – Thursday, 7:00 a.m. to 6:00 p.m.) (as recorded on the device from which the sender sent the email), unless the sender receives an automated message or other indication that the email has not been delivered.

12. OWNERSHIP OF WORK PRODUCT. All work product of Contractor that results from this

Contract (the “Work Product”) is the exclusive property of the County. The County and Contractor intend that such Work Product be deemed “work made for hire” of which the County shall be deemed the author. If for any reason the Work Product is not deemed “work made for hire,” Contractor hereby irrevocably assigns to the County all of its right, title, and interest in and to any and all of the

Work Product, whether arising from copyright, patent, trademark or trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as the County may reasonably request in order to fully vest such rights in the County.

Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

Notwithstanding the above, the County shall have no rights in any pre-existing Contractor intellectual property provided to the County by Contractor in the performance of this Contract except to copy, use and re-use any such Contractor intellectual property for the County use only.

13. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants to the County that (A) Contractor has the power and authority to enter into and perform this Contract; (B) this

Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; (C) Contractor shall at all times during the term of this

Contract, be qualified, professionally competent, and duly licensed to perform the Work; (D)

Contractor is an independent contractor as defined in ORS 670.600; and (E) the Work under this

Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

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14. SURVIVAL. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Article II, Sections 1, 6, 7, 10, 12, 13, 14, 15, 17, 20, 21, 25, 27, 29, and 32 and all other rights and obligations which by their context are intended to survive. However, such expiration shall not extinguish or prejudice the County’s right to enforce this

Contract with respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in

Contractor performance that has not been cured.

15. SEVERABILITY. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

16. SUBCONTRACTS AND ASSIGNMENTS. Contractor shall not enter into any subcontracts for any of the Work required by this Contract, or assign or transfer any of its interest in this Contract by operation of law or otherwise, without obtaining prior written approval from the County, which shall be granted or denied in the County’s sole discretion. In addition to any provisions the County may require, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by this Article II, Sections 1, 7, 8, 13, 16 and 27 as if the subcontractor were the Contractor. The County’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

17. SUCCESSORS IN INTEREST. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective authorized successors and assigns.

18. TAX COMPLIANCE CERTIFICATION. The Contractor shall comply with all federal, state and local laws, regulation, executive orders and ordinances applicable to this Contract. Contractor represents and warrants that it has complied, and will continue to comply throughout the duration of this Contract and any extensions, with all tax laws of this state or any political subdivision of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318. Any violation of this section shall constitute a material breach of this Contract and shall entitle the County to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract or applicable law.

19. TERMINATIONS. This Contract may be terminated for the following reasons: (A) by mutual agreement of the parties or by the County (i) for convenience upon thirty (30) days written notice to

Contractor, or (ii) at any time the County fails to receive funding, appropriations, or other expenditure authority as solely determined by the County; or (B) if contractor breaches any Contract provision or is declared insolvent, the County may terminate after thirty (30) days written notice with an opportunity to cure.

Upon receipt of written notice of termination from the County, Contractor shall immediately stop performance of the Work. Upon termination of this Contract, Contractor shall deliver to the County all documents, Work Product, information, works-in-progress and other property that are or would be deliverables had the Contract Work been completed. Upon the County’s request, Contractor shall surrender to anyone the County designates, all documents, research, objects or other tangible things needed to complete the Work.

20. REMEDIES. If terminated by the County due to a breach by the Contractor, then the County shall have any remedy available to it under this Contract, in law, or equity. If this Contract is terminated for any other reason, Contractor’s sole remedy is payment for the percentage of Work delivered and accepted by the County as of the date of notice of termination, less any amounts previously paid and any right of setoff to which the County is entitled.

21. NO THIRD PARTY BENEFICIARIES. The County and Contractor are the only parties to this

Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, is

Rev 08/2020 Page 6 intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

22. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence in the performance this

Contract.

23. FOREIGN CONTRACTOR. If the Contractor is not domiciled in or registered to do business in the

State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the

Secretary of State, Corporate Division, all information required by those agencies relative to this

Contract. The Contractor shall demonstrate its legal capacity to perform these services in the State of

Oregon prior to entering into this Contract.

24. FORCE MAJEURE. Neither the County nor Contractor shall be held responsible for delay or default caused by events outside the County or Contractor’s reasonable control including, but not limited to, fire, terrorism, riot, acts of God, or war. However, Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

25. WAIVER. The failure of the County to enforce any provision of this Contract shall not constitute a waiver by the County of that or any other provision.

26. PUBLIC CONTRACTING REQUIREMENTS. Pursuant to the public contracting requirements contained in Oregon Revised Statutes (“ORS”) Chapter 279B.220 through 279B.235, Contractor shall:

a. Make payments promptly, as due, to all persons supplying to Contractor labor or materials for the prosecution of the work provided for in the Contract.

b. Pay all contributions or amounts due the Industrial Accident Fund from such Contractor or subcontractor incurred in the performance of the Contract.

c. Not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material furnished.

d. Pay the Department of Revenue all sums withheld from employees pursuant to ORS

316.167.

e. As applicable, the Contractor shall pay employees for work in accordance with ORS

279B.235, which is incorporated herein by this reference. The Contractor shall comply with the prohibitions set forth in ORS 652.220, compliance of which is a material element of this Contract, and failure to comply is a breach entitling the County to terminate this Contract for cause.

f. If the Work involves lawn and landscape maintenance, Contractor shall salvage, recycle, compost, or mulch yard waste material at an approved site, if feasible and cost effective.

27. NO ATTORNEY FEES. In the event any arbitration, action or proceeding, including any bankruptcy proceeding, is instituted to enforce any term of this Contract, each party shall be responsible for its own attorneys’ fees and expenses.

28. FURTHER ASSURANCES. Contractor shall further comply with any and all terms, conditions, and other obligations as may be required by the applicable regional, State, or Federal agencies providing funding for performance under this Contract, whether or not specifically referenced herein.

Contractor agrees to take all necessary steps, and execute and deliver any and all necessary written instruments, to perform under this Contract including, but not limited to, executing all additional documentation necessary for the County to comply with applicable regional, State, or Federal funding requirements.

29. CONFIDENTIALITY. Contractor acknowledges that it and its employees and agents may, in the course of performing their obligations under this Contract, be exposed to or acquire information that the County desires or is required to maintain as confidential. Any and all information of any form

Rev 08/2020 Page 7 obtained by Contractor or its employees or agents in the performance of this Contract, including but not limited to Personal Information (as “Personal Information” is defined in ORS 646A.602(11), shall be deemed to be confidential information of the County (“Confidential Information”). Any reports or other documents or items (including software) which result from the use of the Confidential

Information by Contractor shall be treated with respect to confidentiality in the same manner as the

Confidential Information.

Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose

Confidential Information to third parties or use Confidential Information for any purposes whatsoever

(other than in the performance of this Contract), and to advise each of its employees and agents of their obligations to keep Confidential Information confidential.

Contractor agrees that, except as directed by the County, Contractor will not at any time during or after the term of this Contract, disclose, directly or indirectly, any Confidential Information to any person, and that upon termination or expiration of this Contract or the County’s request, Contractor will turn over to the County all documents, papers, records and other materials in Contractor's possession which embody Confidential Information. Contractor acknowledges that breach of this

Contract, including disclosure of any Confidential Information, or disclosure of other information that, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to the County that cannot adequately be compensated in damages. Accordingly, the County may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of the County and are reasonable in scope and content.

Contractor agrees to comply with all reasonable requests by the County to ensure the confidentiality and nondisclosure of the Confidential Information, including if requested and without limitation: (a) obtaining nondisclosure agreements, in a form approved by the County, from each of Contractor’s employees and agents who are performing services, and providing copies of such agreements to the

County; and (b) performing criminal background checks on each of Contractor’s employees and agents who are performing services, and providing a copy of the results to the County.

Contractor shall report, either orally or in writing, to the County any use or disclosure of Confidential

Information not authorized by this Contract or in writing by the County, including any reasonable belief that an unauthorized individual has accessed Confidential Information. Contractor shall make the report to the County immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the Confidential Information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by the County.

Notwithstanding any other provision in this Contract, Contractor will be responsible for all damages, fines and corrective action (including credit monitoring services) arising from disclosure of such

Confidential Information caused by a breach of its data security or the confidentiality provisions hereunder.

The provisions in this Section shall operate in addition to, and not as limitation of, the confidentiality and similar requirements set forth in the rest of the Contract, as it may otherwise be amended.

Contractor’s obligations under this Contract shall survive the expiration or termination of the

Contract, as amended, and shall be perpetual.

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30. CRIMINAL BACKGROUND CHECK REQUIREMENTS. Contractor shall be required to have criminal background checks (and in certain instances fingerprint background checks) performed on all employees, agents, or subcontractors that perform services under this Contract. Only those employees, agents, or subcontractors that have met the acceptability standards of the County may perform services under this Contract or be given access to Personal Information, Confidential

Information or access to County facilities.

31. REPORTING REQUIREMENTS. In performance of the Work, Contract shall:

a) Execute a Homeless Management Information System (“HMIS”) Participation Agreement for purposes of using regionally administered HMIS software through a contract with regional partners and ensuring such use is in accordance with the HMIS provider’s policies and procedures. the County anticipates a new HMIS regional structure and contract will be implemented and upon such implementation and transfer, Contractor shall, if determined by the

County to be necessary, execute a new HMIS Participation Agreement;

b) Participate in the HMIS or, for domestic violence service providers, an HMIS comparable database. As used herein, “participation” means:

i) Completing all necessary initial HMIS data entry training within one month of Contract execution;

ii) Collecting participant demographics and enter data electronically into HMIS into appropriate

HMIS providers, which will be determined by the County;

iii) Complying with current HMIS Policy and Procedures and adhere to all HMIS reporting requirements;

iv) Ensuring that data entry into HMIS occurs in an accurate and timely manner within three (3) business days of program entry date;

v) Correcting data quality, missing information, and null data errors as specified by the County’s

SHS Data team within 14 days after the end of each fiscal quarter or as requested;

vi) Collecting and entering universal data elements, which include demographic information on all clients at entry, and all required SHS elements required by HUD, Metro, or other applicable federal, state, or local funding sources;

vii) Complying with all confidentiality policies and procedures regarding HMIS and the use of participant data;

viii) Ensuring only authorized Contractor staff, trained by the County, access the HMIS software.

c) Work with the County to improve on performance targets

d) Conduct a post-program exit follow-up assessments at 6 and 12 months post-exit and enter the results of that assessment into HMIS.

e) Work cooperatively with the County to prepare an annual participant feedback report

f) Submit to monitoring for contract compliance.

32. MERGER. THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE

PARTIES WITH RESPECT TO THE SUBJECT MATTER REFERENCED THEREIN. THERE

ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR

WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. NO AMENDMENT,

CONSENT, OR WAIVER OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY

UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT,

CONSENT, OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND

FOR THE SPECIFIC PURPOSE GIVEN. CONTRACTOR, BY THE SIGNATURE HERETO OF

ITS AUTHORIZED REPRESENTATIVE, IS AN INDEPENDENT CONTRACTOR,

ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS CONTRACT, AND

CONTRACTOR AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

By their signatures below, the parties to this Contract agree to the terms, conditions, and content expressed herein.

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Company Name

Authorized Signature Date

Name / Title (Printed)

Oregon Business Registry #

Entity Type / State of Formation

Clackamas County

Tootie Smith, Chair Date

Approved as to Form

County Counsel Date

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EXHIBIT A

SCOPE OF WORK

[Insert detailed scope of work]

[Insert rates and costs if payment is on a time and material basis]

[Insert payment schedule if applicable]

[OPTIONAL]

This Contract is on an “on-call” or “as-needed basis” for Work.

Contractor agrees to perform the Work on behalf of the County and the following entities: Water

Environment Services, North Clackamas Parks and Recreation District, the Development Agency of

Clackamas County, the Housing Authority of Clackamas County, and any special district or urban renewal agency that follows the County’s Local Contract Review Board rules and is approved by the

County, in writing, to receive the Work under this Contract.

When the County wishes Contractor to perform the Work, the County will submit an official County

Task Order form (found at: https://www.clackamas.us/finance/terms.html) detailing the scope of

Work, the entity on whose behalf the Work will be performed, and the total compensation, pursuant to the fee schedule set forth in this Contract. Contractor may not perform Work until the County Task

Order form has been executed by the parties. In the event a project authorized under the County Task

Order extends beyond the expiration of this Contract, the County Task Order shall remain in effect under the terms of this Contract until the completion or expiration of the authorized task.

No task order shall modify or amend the terms and conditions of this Contract.

The County Contract administrator for this Contract is the County Procurement and Contract Services

Division. For each authorized Task Order, a project specific department representative shall be identified for coordination of the work.

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EXHIBIT B

GUIDING PRINCIPLES AND EXPECTATION

Equity:

The HST promotes racial and ethnic justice and seeks to end disparities in housing access. Clackamas

County and the HST recognizes that culturally responsive and culturally specific services can eliminate structural barriers and provide a sense of safety and belonging, which will lead to better outcomes.

Clackamas County and the HST recognizes that advancing equity also includes having cultural competencies to provide services to other historically marginalized communities such as LGBTQ2SIA+, youth, people with disabilities, and immigrants and refugees. To further equity goals, Contractor must develop/implement the following:

• A plan to ensure culturally responsive service delivery that is respectful of all participants.

• A plan assuring access to services for people who do not speak the primary language of the service provider.

• A process to work with the HST to continuously monitor the demographics of those accessing services using the HMIS (or an HMIS comparable database for domestic violence service providers).

• A quality improvement plan, informed by quantitative and qualitative data analysis, to address evidence of differential access, based on race, ethnicity, disability, gender identity, sexual orientation or other protected class status.

• Ensure that staff and volunteers have knowledge and experience to participate in the effort to increase equity and decrease housing disparities.

• Ensure that staff and volunteers have access to equity and inclusion training on an on-going basis.

Outcomes:

The SHS program is intended to end chronic homelessness in Clackamas County. In addition, HST aims to make homelessness rare, brief, and not reoccurring for all who live in Clackamas County. Programs must work in coordination to ensure housing options are safe, stable, and provide housing choice to meet the needs of each individual. The work of ending racial disparities in housing and ending homelessness is one and the same.

In addition to ending homelessness, Metro-wide outcome goals of the SHS program include:

• Advance housing equity by providing access to services and housing to Black, Indigenous and people of color at higher rates than their representation among those experiencing homelessness.

• House individuals and families, and support housing retention, at greater rates than those newly experiencing homelessness, to reduce the overall population of people experiencing homelessness.

• Reduce the average length of time anyone in Clackamas County experiences homelessness until people are offered housing options immediately upon becoming homeless.

• Strengthen housing retention so that, once stably housed, returns to the experience of homelessness are extremely rare.

• Housing programs promote long-term stability, measured by successful program “graduation” to permanent housing and/or housing retention.

• Increase culturally specific organization capacity with increased investments and expanded organizational reach for culturally specific organizations and programs.

• SHS-funded organizations increase equity by hiring a staff that is diverse by race, ethnicity, languages spoken, sexual orientation, gender identity, disability status, age, and lived experience.

• Increase safety, stability and healing for everyone who has experienced homelessness using person-centered, trauma-informed service approaches and connections with mental and physical healthcare.

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• Other measures, as determined by Metro, Tri-County data team, and/or Clackamas County

Housing Services Team, will be added.

Coordination:

Partnership and coordination are key components to ending homelessness. A coordinated system makes finding resources easy for potential program participants and allows the entire system to work more smoothly. When done well, a holistic, coordinated approach improves outcomes system-wide.

The following are effective coordination principles and practices that must be followed. When followed, they ensure system-wide coordination:

• CHA must be utilized to effectively coordinate all housing services. It must be easily accessible and allow participants to complete a single assessment to access all services in the housing continuum.

• Demonstrated partnerships, at all levels of programming, between programs and organizations.

Partnerships can be demonstrated through formal contracts, MOUs, system-wide planning participation, and providing infrastructure programming in a coordinated way (including outreach, immediate housing, housing navigation, CHA, and Housing First Aid/diversion).

• Build connections and coordinate with multiple systems of care (i.e. housing, workforce, education, foster care, DHS, domestic violence, community justice, health, mental health and addictions) to build a community of resources, easily accessible to all.

• Strengthen system capacity by supporting CHA, Housing First Aid/diversion, outreach and navigation.

• Participate in coordinated system development and implementation, including identifying, addressing, and following-up on unmet needs, gaps in services, and system barriers.

Services:

All services focus on building relationships and service engagement through person-centered, culturally-responsive, trauma-informed, strengths-based practices. Services should align with the Housing First model (see Addendum – Definitions). The purpose of these relationships is to support each household to achieve housing stability through individualized planning and connections with community resources.

To further these services goals, Contractor must follow the following proven practices:

• All services are low-barrier, not requiring pre-requisites to become eligible for services or housing.

• Housing First Aid/Diversion is attempted at every program “door,” including Street outreach, all immediate housing programs, and permanent housing programs, when appropriate.

• Households experiencing or at risk of homelessness must be able to move directly into supportive housing and/or permanent housing without first accessing immediate housing programs. Households must also be presented with available immediate housing options.

• Families will be provided with the option to sleep/stay together; Families will not be separated unless they choose to sleep/stay separately.

• Vulnerable populations are prioritized.

o Vulnerable populations include those with long homeless histories, incomes below 30% AMI, and one or more disabilities.

o Due to a long history of systemic racism, oppression, and everyday micro and macro-aggressions, Black, Indigenous, and People of Color are also more vulnerable to the experience of homelessness.

• Services are voluntary, non-intrusive, and provide minimal disruption to meet the expressed needs and desires of the participant.

• Services are highly flexible and tailored to meet the needs of each household.

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Participant Voice:

Each individual is the expert in their own life. To build the best system, people with lived experience of homelessness must help to shape the services designed to end homelessness.

Contractor must incorporate the following guidelines into all programs:

• Participants lead development of their own individual service plans.

• Ensure that all services are voluntary and that no participant is required to participate in a particular activity in order to receive services.

• Integrate participant (or those who choose not to participate) in decision-making at every level, including program/service development, delivery, and evaluation.

• People with lived experience, who participate in decision-making and program development, are paid for their time.

• Have written procedures and policies, as well as an accessible and transparent grievance process, that ensure staff and volunteers provide respectful and effective services.

• Board of directors must include at least one person with lived experience of homelessness.

System-wide Service Delivery Expectations (in addition to any items above):

Contractor shall perform the following:

• Participate in the HMIS or, for domestic violence service providers, an HMIS comparable database.

• Provide services free of charge to participants or utilizing a pre-approved sliding scale fee.

• Include sustainable, environmentally friendly practices in business operations and the delivery of services (for example, providing onsite recycling, and encouraging reduction of waste through electronic records whenever possible).

• Confidential information must be protected in compliance with applicable federal, state, and local privacy rules.

• Maintain an effective working relationship. HST will have formal relationships with service providers through contracts, and will also expect contractors to maintain ongoing communication with the HST about programs and performance, and to engage in community planning and training opportunities.

• All services must be delivered in a wholly secular manner, and programs may not require participation in religious activities for program eligibility purposes.

• Have a written termination and/or exclusion policy that appropriately protects the interests of participants by: (1) applying a trauma and equity lens to evaluating rule violations; (2) avoiding termination whenever reasonably possible; (3) informing the participant in clear terms of the reason for their termination and/or exclusion from the program; and (4) outlines the process for grieving the decision. Except in the most extreme situations, termination and exclusion policies should allow for re-entry into the program under appropriate conditions.

• Ensure that staff and volunteers have access to continuing education opportunities.

• Attend training and community/system networking meetings as reasonably required by HST

Health, Housing & Human Services HST responsibilities

1. Incorporate and adhere to the guiding principles and expectations set forth above

2. Adhere to all applicable Fair Housing laws

3. Support Contractor in creating policy manual, including sharing examples among Contracted providers

4. Provide quarterly “data progress reports” pulled and analyzed from HMIS, including equity data

5. Provide HMIS access, training, and support

6. Provide connections to CHA and Housing First Aid/diversion training

7. Coordinate, support, and/or facilitate provider meetings, including case conferencing meetings, as needed

8. Provide information, access, and/or support for staff to attend Equity, Inclusion and continuing education trainings

9. Connect all contracted programs with the overall system of services for people experiencing

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10. Support both formal and informal partnerships between provider organizations, including those newly formed

11. Facilitate connections to broader systems of care, including but not limited to:

a. Housing

b. Workforce

c. Education

d. Foster care

e. Department of Human Services

f. Domestic Violence

g. Community corrections

h. Healthcare, both physical and mental

i. Substance use Disorder treatment

12. Identify unmet needs, gaps in services and system barriers and address these with the system of providers

13. Provide case staffing, either in a group of service provider peers or one-on-one, as needed

14. Assist with program access prioritization, as needed

15. Incorporate participant voice in SHS programming decisions

16. Maintain effective working relationships with contracted providers

17. Attend training and community/systems meetings

18. Provide or assist with creation of necessary participant/program forms

19. Support Contractor in identifying and re-matching households in that either need a lower or higher level of service than originally anticipated. Re-matching may happen within contracted provider programs or across contracted providers.

20. Coordinate with Contractor to participate in by-name-list case conferencing meetings

21. Apply the process as outlined in the Benchmark section described above

Reporting Requirements

Contractor will:

1. Adhere to all data reporting requirements stated in Article II, Section 31 of the contract.

2. Complete narrative sections of quarterly “progress reports” within 30 days of receipt

3. Semi- annual “progress reports” will include, at a minimum, but not limited to the following data categories:

a. HMIS data quality: 95% data accuracy

b. Participant demographic data, including race and ethnicity

i. All data points listed below will include a breakdown of demographic characteristics related to race and ethnicity

c. Average cost per household served (successfully and total)

d. Program-specific elements

e. Narrative responses to questions

i. What are some unexpected challenges you faced or strengths you have discovered as an agency? (consider including participant success stories)

ii. How is your agency working towards ensuring low-barrier programming? Have you seen a need to adjust services to make them more accessible?

iii. Please explain how you have been leading with race while reducing homelessness overall in the community

iv. Has your agency has made progress toward “building connections and coordinating with multiple systems of care to build a community of resources, easily accessible to all”? If yes, please describe how the need for the new connection was identified and the process of building the connection.

4. Work with HST to continually improve on performance targets

5. Conduct post-program-exit follow-up assessments at 6 and 12 months post-exit

a. Enter the results into HMIS

6. Prepare an annual participant feedback report

7. Submit to monitoring for contract compliance

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The HST will:

1. Work with Contractor to continuously monitor demographics and outcomes, and to create any necessary quality improvement plans

2. Assist with achieving desired program outcomes and improving those outcomes

3. Communicate with Contractor in a timely manner when additional data metrics are determined

4. Use HMIS data to create and provide quarterly “progress report” to Contractor

5. Work with Contracted providers to continually improve on performance targets

6. Work with Contractor to identify strengths and weaknesses apparent in programming through data

7. Review and identify strengths and weaknesses from participant feedback report with Contractor

8. Monitor for contract compliance

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EXHIBIT C

BUDGET

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EXHIBIT D

INVOICE TEMPLATE

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EXHIBIT E

HMIS FORMS

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EXHIBIT F

EXPERIENCING OR AT IMMINENT RISK OF

LONG-TERM HOMELESSNESS

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EXHIBIT G:

FLEX FUNDING POLICY

Flexible Funding in the SHS program may be used to pay for supportive services or items that address special needs of program participants. SHS flexible funding must only be used to assist program participants to obtain and maintain permanent housing. All SHS providers will follow procurement law and use reasonable discretion to make economical purchasing choices. This list below includes items that are generally pre-approved, and can be purchased without explicit prior approval.

Any expenditure not explicitly or implicitly included in the list below requires approved with a written request to HousingServices@clackamas.us. Any dollar amount over what is listed below also requires approval in the same way. This includes mental/physical health, substance abuse treatment services, and legal services costs. (with the exception of SSI/SSDI benefits recovery attorney services, which are included in the list below).