DHS Service Contract Template.pdf

Log # ____________ Contract #

DHS Procurement # DHS90741

STATE OF UTAH DEPARTMENT OF HUMAN SERVICES

CONTRACT FOR SERVICES

CONTRACTING PARTIES: This Contract is between the Utah Department of Human Services, including the Division of Services for People with Disabilities (hereinafter referred to as "DHS") and the following entity/person, hereinafter referred to as “Contractor”:

Name:

Legal Address:

Legal status:

CONTRACTOR CONTACT INFORMATION: The Contractor shall ensure that DHS has accurate contact information for Contractor at all times throughout the duration of this Contract and throughout the duration of Contractor’s record retention responsibilities. The Contractor shall immediately notify DHS of any changes to contact information.

TABLE OF PROVISIONS IN THIS CONTRACT

PART I: GENERAL PROVISIONS

PART II: PERFORMANCE MEASURES AND CLIENT OUTCOMES

PART III: PAYMENT TERMS AND BILLING INFORMATION

PART IV: ACCOUNTING REQUIREMENTS AND FINANCIAL COMPLIANCE

PART V: COMMONLY APPLICABLE LAWS

PART VI: JURISDICTION, COPYRIGHT, AND OTHER GENERAL PROVISIONS

ATTACHMENTS TO THIS CONTRACT

The following attachments are incorporated into this Contract:

ATTACHMENT A: SCOPE OF WORK AND RATE TABLE

ATTACHMENT B: AWARDED SERVICES

Template Updated 7/18/2019

PART I: GENERAL PROVISIONS

SECTION A: CONTRACT DESCRIPTION AND SPECIFICATIONS

1. CONTRACT PURPOSE: To provide services awarded to the Contractor under solicitation

DHS90741 Personal Emergency Response Systems and Medication Dispensary Devices.

The services and activities the Contractor shall provide are described in more detail in the Scope of Work in this Contract.

2. CONTRACT PERIOD AND RENEWAL OPTIONS:

Contract Period: This Contract is effective as of ___________, 2019 and terminates upon 30 days written notice of either party, unless terminated sooner in accordance with the terms and conditions of this Contract.

3. PROCUREMENT:

This Contract was awarded pursuant to procurement # DHS90741.

4. TYPE AND AMOUNT OF CONTRACT:

This Contract is a Non-Fixed Amount/Unit of Service (Rate-Based) Contract. DHS has not set a limit or cap on the total amount the Contractor may receive for providing services pursuant to this Contract. Payment to the Contractor will be based on individual units of service provided by the Contractor, payable at the rate(s) specified in this Contract.

For the portion of this Contract that is Rate-Based, DHS has not set a limit or cap on the total amount the Contractor may receive. Payment to the Contractor will be based on individual units of service provided by the Contractor, payable at the rate(s) specified in this Contract.

5. DHS DISCRETION ABOUT CLIENT PLACEMENTS: DHS makes no express or implied guarantee or representation that it will place or maintain any clients with the Contractor; that it will refer any clients to the Contractor; or that any clients will select the Contractor to provide or maintain services. The primary consideration in placing clients will be the client’s needs as determined solely in the discretion of DHS.

6. DOCUMENTS INCORPORATED BY REFERENCE:

a. Any document specifically incorporated by a provision of this Contract.

b. All statutes, regulations, federal policies or requirements that apply to this Contract or the funds expended under this contract.

c. The Contractor’s Response to the DHS Procurement.

7. ORDER OF INTERPRETATION: In the event of any conflict between this Contract and other documents, the conflict will be resolved in the following order:

a. This Contract and signed amendments.

b. The DHS Procurement.

c. The Attachments to this Contract.

d. The Contractor’s Response to the DHS Procurement.

SECTION B: CONTRACTOR'S LEGAL STATUS, TRAINING,

INDEMNIFICATION, AND BUSINESS CONTINUITY

RESPONSIBILITIES

1. CONTRACTOR IS AN INDEPENDENT CONTRACTOR: The Contractor is an independent contractor, and has no authorization, express or implied, to bind DHS or any state agency to any agreements, settlements, or liability. Nothing in this Contract will be construed to limit the Contractor's authority to bind itself to agreements, settlements or liability, as long as such agreements, settlements or liability affect only itself and not DHS. The Contractor is not authorized to act as an agent for DHS, except as expressly provided in this Contract. Persons employed by DHS and acting under direction of DHS will not be deemed to be employees or agents of the Contractor. Persons employed by the Contractor and acting under the direction of the Contractor will not be deemed to be employees or agents of DHS except as expressly provided in this Contract. As an independent contractor, the Contractor is responsible for its own operations and for providing the office space, supplies, equipment, tools, and other supports necessary to provide the services covered by this Contract unless specifically stated otherwise in the Contract.

2. TAX INFORMATION: It is the Contractor's responsibility to pay all applicable taxes. If the

Contractor needs any information regarding State tax liability, the Contractor should contact the

Utah State Tax Commission. If the Contractor needs any information specifically from DHS in order to facilitate the seeking of a State tax exemption, the Contractor may contact the DHS

Bureau of Finance.

3. REGISTRATION WITH UTAH DEPARTMENT OF COMMERCE: The Contractor shall maintain current registration with the Utah Department of Commerce, Division of Corporations and Commercial Code.

4. TRAINING FOR CONTRACTOR'S STAFF: The Contractor shall conduct all necessary training to ensure that its staff carries out its responsibilities under this Contract and that the staff is familiar with the requirements imposed by this Contract and applicable laws.

5. CONTRACTOR SHALL PROVIDE INSURANCE AND INDEMNIFICATION:

a. Required Insurance. The Contractor shall continuously maintain commercial insurance or self-insurance that at a minimum meets the dollar amounts and types of coverage specified in this Contract. The Contractor’s failure to fulfill the insurance requirements of this Contract constitutes a material breach of this Contract.

DHS may reject policies that contain exclusions or limitations that that are unacceptable to DHS. DHS may, by written amendment, modify the requirements for insurance limits, coverages, or endorsements.

Any commercial insurance must be obtained from insurance companies authorized to do business in the State of Utah and rated "A-" or better with a financial size category of

Class VII or larger, according to the ratings and financial size categories published by

AM Best Company at the time this Contract is executed.

Commercial insurance may be obtained from an insurance company that does not meet the above stated AM Best Company rating and/or class size, if the Contractor provides documentation verifying the insurance company providing the Contractor’s insurance is reinsured by another affiliated insurance company that does meet the required rating and class size requirements.

The Contractor's general insurance policy must include an endorsement that names the

State of Utah, DHS, and their officers and employees as additional insureds. The additional insured endorsement must provide the State of Utah, DHS, and their officers and employees with primary coverage (not contributing coverage) for any liability arising as a result of the Contractor's acts or omissions in connection with this Contract. The

Contractor is not required to obtain an "additional insured" endorsement for any automobile or Workers' Compensation insurance policy required by this Contract.

b. Deductibles and Similar Costs. The Contractor shall be responsible for paying any deductibles, self-insured retentions or self-insurance costs and similar items. The deductibles, self-insured retentions, self-insurance costs, and similar items for the insurance policies required by this Contract may not exceed $10,000 unless the

Contractor obtains prior written approval of a higher amount from the DHS Deputy

Director for Support Services who may withhold approval for any reason. Any deductibles, self-insured retentions, or similar items must be stated on the certificate of insurance.

c. Types of Liability Protection the Contractor Shall Provide:

(1) Private Contractor—Commercial Insurance Required: If the Contractor is not a governmental entity of the State of Utah, the Contractor shall maintain the following policies of liability insurance at its sole expense during the term of this

Contract, unless the Contractor has already satisfied the requirements of the self-insurance provision below:

(a) General Liability Insurance: The Contractor shall maintain a policy of general liability insurance throughout the duration of this Contract that at a minimum covers the following types of liability: bodily injury or death, personal injury, property damage, and liability for the property of others in the care, custody and control of the Contractor. The policy must provide for a combined single limit or the equivalent of not less than $1,000,000 per person per occurrence and $3,000,000 aggregate. If the Contractor is providing services at more than one site, the general liability insurance must cover each of those sites. If the general liability insurance coverage obtained by the Contractor is written on a "claims-made" basis, the policy must be maintained continuously throughout the duration of this Contract.

Additionally, the claims-made policy must be maintained continuously for a period of five years after the termination of this Contract or the

Contractor shall obtain extended reporting coverage such that the policy covers claims reported up to five years beyond the date that this Contract is terminated. At the time any extended reporting coverage is obtained to meet the requirements of this Contract, the Contractor shall email documentation of such coverage to DHS at bcm@utah.gov. This paragraph survives the termination of this Contract.

(b) Automobile Insurance: If the Contractor's services involve transporting any clients or goods for DHS, the Contractor shall maintain a policy of automobile liability insurance covering property damage, personal injury protection, and liability for the vehicles used by the Contractor (including owned, hired and non-owned vehicles). The policy must provide for a combined single limit, or the equivalent, of not less than $1,000,000 per occurrence. If the Contractor subcontracts with another entity or individual for transportation services, or services that include transportation, the Contractor may satisfy this insurance requirement by submitting proof that its subcontractor has complied with the requirements of the "Insurance and Indemnification" section of this Contract.

If the Contractor provides individual residential care services by contracting with individual residential care homes, the Contractor shall maintain a policy of automobile liability insurance as indicated above, and each of the Contractor’s individual residential care homes must maintain a policy of automobile liability insurance. The automobile liability insurance required of individual residential care homes must cover property damage, personal injury protection and liability with a combined single limit or the equivalent of not less than $100,000 per person and

$300,000 for each accident/occurrence occurring during the course of their duties as an individual residential care home. As used in this provision, the term "individual residential care" refers to twenty-four hour family-based care for one or more clients in foster/proctor care, a host home, or a professional parent setting.

(c) Professional Liability Insurance: The Contractor shall maintain a policy of professional liability insurance (“malpractice insurance”) throughout the duration of this Contract with a limit of not less than $1,000,000 per person per occurrence and $3,000,000 aggregate if any services provided pursuant to this Contract are performed by professionals who are licensed by a professional licensing organization or the Utah Division of

Occupational and Professional Licensing, including but not limited to doctors, dentists, nurses, massage therapists, social workers, and mental health therapists. This professional liability insurance must cover damages caused by errors, omissions or negligence related to the professional services provided pursuant to this Contract. If the professional liability insurance coverage obtained by the Contractor is written on a "claims-made" basis, the policy must be maintained continuously throughout the duration of this Contract. Additionally, the claims-made policy must be maintained continuously for a period of three years after the termination of this Contract or the Contractor shall obtain extended reporting coverage such that the policy covers claims reported up to three years beyond the date that this Contract is terminated. At the time any extended reporting coverage is obtained to meet the requirements of this Contract, the Contractor shall email documentation of such coverage to DHS at bcm@utah.gov. This paragraph survives the termination of this Contract.

(2) Self-Insured Private Contractor—No Commercial Insurance Required, But

Indemnification and Prior DHS Approval Required: If the Contractor claims that it is self-insured, the Contractor shall provide DHS with evidence that the Contractor is financially solvent and has established financial arrangements (such as a written comprehensive self-insurance program, performance bonds or fidelity bonds) that will provide DHS with liability protection at least as adequate and extensive as the insurance otherwise required pursuant to this Contract for non-governmental entities. Specifically, the

Contractor must show that its ability to process and pay claims adequately, fairly and in a timely manner is comparable to a commercial insurer that provides general liability insurance, automobile insurance and professional liability insurance. Before executing this Contract, the Contractor shall obtain from the DHS Deputy Director for Support Services a written statement indicating that DHS has determined, based on the Contractor’s financial evidence and representations, that the Contractor’s self-insurance arrangements and indemnification agreements are sufficient to satisfy the requirements of this

Contract, and the Contractor is therefore not required to obtain additional commercial liability insurance naming DHS as an insured party. If it sees fit, DHS may include in this statement any additional conditions designed to ensure that the Contractor’s self-insurance arrangements are comparable to the insurance required of other non-governmental contractors. A copy of the

Deputy Director’s statement is attached to this Contract, and is a material provision of this Contract. Nothing in this provision will be construed to require DHS to consent to any self-insurance arrangements, and DHS may withhold its approval for any reason.

(3) Utah Governmental Entities: Utah Governmental entities are not required to provide certificates of insurance, "additional insured" endorsements or evidence of continued coverage.

d. All Contractors--Workers' Compensation: The Contractor shall comply with the Utah

Workers' Compensation Act which requires employers to provide workers' compensation coverage for their employees.

e. Insurance Required of Subcontractors. The Contractor shall require its subcontractors to satisfy the insurance and indemnification requirements applicable to them. For example, if the Contractor is a governmental entity and the subcontractor is a private entity, the Contractor shall comply with the insurance and indemnification provisions applicable to governmental entities, and shall require the subcontractor to comply with the insurance and indemnification provisions applicable to non-governmental entities.

Before entering into any subcontracts for the provision of services pursuant to this

Contract, the Contractor shall ensure its subcontractors obtain and provide the same additional insured endorsements from their general liability insurer(s) that meet the requirements as indicated in the Paragraph below.

f. Certificate of Insurance, "Additional Insured" Endorsement and Evidence of

Continued Coverage. The Contractor shall obtain from its general liability insurer(s) and shall provide to DHS a certificate of insurance and "additional insured" endorsement that indicates that the required coverage is in effect and that the insurer shall give DHS 30 days’ notice of any modification, cancellation or non-renewal of the policy. The certificates of insurance must list Department of Human Services, Bureau of Contract

Management, Contractor Insurance Notices, 195 N. 1950 W., Salt Lake City, UT 84116 in the certificate holder box. The certificates and any notice of cancelation must be emailed to DHS at: bcm@utah.gov. Upon request from DHS, the Contractor shall provide DHS with a copy of the Contractor’s full insurance policy within 10 business days. DHS’s receipt of any certificates of insurance, policy endorsements, or policies that do not comply with this Contract will not waive or otherwise affect the requirements of this Contract. On an annual basis and upon request from DHS, a non-governmental contractor shall provide DHS with evidence that the Contractor or subcontractor has the insurance coverage required by this Contract.

g. Indemnification. Regardless of the type of insurance required by this section, the

Contractor (and where applicable, the subcontractor) agrees to the following indemnification:

(1) Indemnification by Non-Governmental Contractor: If the Contractor is not a governmental entity of the State of Utah, the Contractor agrees to and shall defend, hold harmless and indemnify the State of Utah, DHS, and their officers and employees from and against any losses, damages, injuries, liabilities, suits, claims and proceedings arising out of the performance of this Contract or which are caused in whole or in part by the acts, failure to act, or negligence of the

Contractor's officers, agents, volunteers, or employees, except where the claim arises out of the sole negligence of DHS.

(2) Indemnification by Governmental Contractor: If the Contractor is a governmental entity of the State of Utah and subject to the Utah Governmental

Immunity Act (“GIA”), there is no indemnification required and the Contractor and DHS shall each be responsible for their own actions and defense of any claims or suits to the extent required by the GIA. Nothing in this Contract will be construed as a waiver by either party to this Contract of any rights, limits, protections or defenses provided by the GIA nor will this Contract be construed, mailto:bcm@utah.gov with respect to third parties, as a waiver of any governmental immunity to which a party to this Contract is entitled.

(3) Definition of the Term “Claim”: As used in these “Indemnification” provisions the term “claim” includes any and all claims, losses, damages, liabilities, judgments, costs, expenses, attorney’s fees and causes of action of every kind or character (including personal injury, death, and damages to property or business interests) arising because of, out of, or in any way connected with the performance of this Contract or with a party's failure to comply with the provisions of this Contract.

(4) Defense of Suits Brought Upon Claims: The Contractor shall defend all suits brought upon claims and shall pay all costs and expenses including attorney’s fees, but DHS may participate in the defense of any such suit in which DHS perceives that its interests are not being protected by the Contractor or where the

Contractor believes, asserts, or claims that the claim arises out of the sole negligence of DHS. In the latter situation, the Contractor shall notify DHS within

90 days of receiving notice of the claim against it that the Contractor believes, asserts or claims that the claim arises out of the sole negligence of DHS. In the event the Contractor fails to notify DHS within this timeframe, the Contractor shall defend and indemnify DHS even if the claim arises out of the sole negligence of DHS. The participation by DHS in the defense of a claim does not relieve the Contractor of any obligation pursuant to this Contract. However, if

DHS elects to retain independent counsel, DHS shall pay the attorney's fees and costs associated with such counsel except where DHS retains independent counsel due to a claim by the Contractor that the claim arises out of the sole negligence of

DHS. If a finding is later made that the claim did not arise out of the sole negligence of DHS, the Contractor shall reimburse DHS for all costs including attorney’s fees incurred by DHS.

(5) No Subrogation or Contribution: The Contractor has no right of subrogation or contribution from the State or DHS for any judgment rendered against the

Contractor.

6. EMERGENCY MANAGEMENT AND BUSINESS CONTINUITY PLAN: The Contractor shall use qualified personnel to perform all services in conformity with the requirements of this

Contract and generally recognized standards. The Contractor’s performance will not be excused by force majeure. The Contractor shall identify the critical functions or processes of its business operations essential for providing the services required in this Contract. The

Contractor shall also develop an emergency management and business continuity plan (“plan”) that will allow the Contractor to continue to operate those critical functions or processes during or following short-term or long-term emergencies, periods of declared pandemic, or other disruptions of normal business. The plan must address at least the following areas as they pertain to the services Contractor is providing:

a. Evacuation procedures;

b. Temporary or alternate living arrangements, including arrangements for isolation or quarantine;

c. Maintenance, inspection, and replenishment of vital supplies, including food, water, clothing, first aid supplies, and other medical necessities, including client medications, and the supplies necessary for infection control or protection from hazardous materials, etc.;

d. Communications (with Contractor staff, appropriate governmental agencies, and clients’ families);

e. Transportation;

f. Recovery and maintenance of client records; and

g. Policies and procedures that:

(1) ensure maintenance of required staffing ratios;

(2) address both leave for, and the recall of, Contractor's employees unable to work for extended periods due to illness during periods of declared pandemic; and

(3) ensure the timely discharge of the Contractor’s financial obligations, including payroll.

In addition, the Contractor represents that it provides at least annual training for its staff on its plan and it acknowledges that DHS may rely upon this and the other representations of the

Contractor in this paragraph.

The Contractor shall provide DHS with a copy of its plan upon execution of this Contract. The

Contractor shall evaluate its plan at least annually. Any modifications to the Contractor’s plan must be provided to DHS within 15 days of the time the modifications are made.

SECTION C: CONTRACTOR'S COMPLIANCE WITH APPLICABLE LAWS

AND DHS POLICIES

1. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with all applicable laws. The term "applicable laws" refers to all federal and state statutes, regulations, and executive orders that apply to the Contractor's activities or that impose restrictions on the

Contractor's use of federal or state funding or grants. It is the Contractor's responsibility to obtain legal advice about the laws governing its activities.

2. CERTIFICATION OF NON-DEBARMENT: The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Contract by any governmental entity. If the

Contractor cannot so certify, the Contractor shall submit a written explanation and shall obtain prior written approval for this Contract from the DHS Deputy Director for Support Services.

Failure of the Contractor to obtain such prior written approval will be considered a material breach of this Contract.

3. COMPLIANCE WITH BYRD ANTI-LOBBYING AMENDMENT: Title 31 United States

Code (USC) § 1352 requires Contractors with a contract in excess of $100,000 to certify that they will not and have not used government appropriated funds to influence an officer or employee of any agency in connection with obtaining a contract, grant, or award. If the

Contractor meets the criteria for disclosure set forth in the above-cited section, the Contractor shall complete and submit to the required federal entity, a Disclosure of Lobbying Activities form.

4. DEFICIT REDUCTION ACT - MEDICAID FRAUD AND ABUSE: The Contractor shall meet requirements for Medicaid-specific Federal Assurances, Section 6032 of the Deficit

Reduction Act of 2005 (Employee Education About False Claims Recovery). The Contractor shall educate its employees, agents, and subcontractors about:

a. The False Claims Act, 31 United States Code §§3729–3733;

b. Administrative Remedies For False Claims and Statements, 31 United States Code

§§3801–3812;

c. The Utah False Claims Act, Utah Code § 26-20-1, et seq.;

d. The Utah Protection of Public Employees Act, Utah Code § 67-21-1, et seq.;

e. Policies and procedures for detecting and preventing fraud, waste, and abuse;

f. How to report suspected fraud, waste and abuse of Medicaid funds;

g. The whistleblower protections afforded employees that report suspected fraud, waste, and abuse of Medicaid funds in good faith; and

h. The penalties for filing false or fraudulent claims for Medicaid payment.

If the Contractor maintains an employee handbook, the Contractor shall include the information described above and its policies and procedures for detecting and preventing Medicaid fraud, waste and abuse, in its employee handbook.

Additional information is available on the DHS website.

5. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA): If any of the funds received by the Contractor pursuant to this contract are identified as Federal awards the Contractor shall comply with the FFATA requirements applicable to sub-awardees and shall provide DHS with the following information, updating it as changes occur:

a. The Contractor's Data Universal Numbering System (DUNS) number;

b. The names and compensation of the Contractor's five most highly compensated executives whenever the Contractor meets the criteria identified in FFATA for reporting executive compensation data; and

c. The Contractor's principal place of performance.

Information entered by DHS in the Federal Funding Accountability and Transparency Act Sub-award Reporting System (FSRS) can be viewed at the following website: USAspending.gov.

6. COMPLIANCE WITH PRO-CHILDREN ACT OF 1994: “In accordance with Part C of

Public Law 103-227, the “Pro-Children Act of 1994”, smoking may not be permitted in any portion of any indoor facility owned or leased or contracted by an entity and used regularly for the provision of health, day care, education, or library services to children under the age of 18 if the services are funded by Federal programs whether directly or through State or local governments. Federal programs include grants, cooperative agreements, loans and loan guarantees, and contracts. The law does not apply to children’s services provided in private residences, facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug and alcohol treatment.” By signing this Contract, the Contractor certifies that it will comply with the requirements of this Act.

7. HUMAN SUBJECTS RESEARCH: The Contractor may not conduct any research involving human subjects or their private data if the subjects are employees of DHS or individuals receiving services (whether direct or contracted) from DHS or individuals receiving services funded by DHS, unless the Contractor has obtained prior written approval from the DHS

Institutional Review Board (IRB), and from any other federal or state agencies whose approval is required for research on human subjects. Before conducting such research, the Contractor shall fully comply with any requirements or conditions, including requirements relating to informed consent, imposed by such IRB committees or agencies.

8. COMPLIANCE WITH LICENSING STANDARDS AND OTHER LAWS: The Contractor represents that it currently meets all applicable licensing standards and other requirements of federal and state law, and all applicable ordinances of the city or county in which services or care is provided. The Contractor shall continue to comply with all such standards, requirements and ordinances during the term of this Contract, and if the Contractor fails to do so, DHS may terminate this Contract immediately.

9. COMPLIANCE WITH BACKGROUND SCREENING REQUIREMENTS: The Contractor and any individuals associated with Contractor shall comply with the background screening requirements in Utah Code 62A-2-120 and Utah Administrative Code R501-14.

10. COMPLIANCE WITH UTAH 211 INFORMATION REQUESTS: The Contractor shall provide Utah 211 with information about the Contractor’s services for inclusion in the Utah 211 statewide information and referral system. Information must be provided in the form determined by Utah 211.

11. CONTRACT INFORMATION: DHS shall provide contact information to the Department of

Workforce Services (DWS). The Contractor shall provide DWS with job vacancy and contact information upon request from DWS in accordance with Utah Code § 35A-2-203.

12. REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION

SYSTEM”: The Status Verification System, also referred to as “E-verify,” only applies to contracts issued through a Request for Proposal process, and to sole sources included within a

Request for Proposal. It does not apply to Invitation for Bids nor to the Multiple-Stage bid.

a. Status Verification System

(1) The Contractor certifies as to its own entity, under penalty of perjury, that it has registered and is participating in the Status Verification System to verify the work eligibility status of the Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws including Utah Code §

63G-12-302.

(2) The Contractor shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the

Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Utah Code § 63G-12-302 and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.”

(3) Manually or electronically signing this Contract is deemed the Contractor’s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws, including Utah Code § 63G-12-302.

b. Indemnity Clause for Status Verification System

The Contractor (includes, but is not limited to any Contractor or Consultant) shall protect, indemnify and hold harmless, the State and its officers, employees, agents, representatives and anyone that the State may be liable for, against any claim, damages or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Contractor’s subcontractor or subconsultant at any tier; and/or (c) any entity or person for whom the

Contractor or Subcontractor may be liable.

13. COMPLIANCE WITH PROVIDER CODE OF CONDUCT: The Contractor shall follow and enforce the Provider Code of Conduct.

a. Before allowing any employee or volunteer to work with clients pursuant to this Contract, the Contractor shall also comply with the following requirements:

(1) The Contractor shall provide a current copy of the Code of Conduct to each employee or volunteer currently working for the Contractor and to any new employees or volunteers; and

(2) The Contractor shall retain in each employee or volunteer's file a signed and dated statement in which that person certifies that he or she has read and understands the Code of Conduct and will comply with it.

b. As used in this Paragraph, "volunteer" means a person who:

(1) donates services to the Contractor without pay or other compensation, except for expenses incurred (such as meals and other travel costs); and

(2) is a board member, officer, or other person who is substantially involved in the

Contractor's decision-making processes, or is a person who has direct unsupervised contact with DHS clients.

c. Annually, the Contractor shall obtain a copy of the current DHS Provider Code of

Conduct poster. The Contractor shall prominently display the poster where its employees and volunteers can see it. The current DHS Provider Code of Conduct poster is located on the DHS Bureau of Contract Management website.

d. If the Contractor is a Utah governmental entity, the Contractor may enforce its own written Code of Conduct for the provision of these services, which at least includes the elements of the DHS Provider Code of Conduct and is at least as stringent as the DHS

Provider Code of Conduct.

14. RESTRICTIONS ON CONFLICTS OF INTEREST: The Contractor shall not enter into any transaction that is improper or gives the appearance of being improper because of a conflict of interest.

a. Definitions

(1) “Business Entity” is as defined in Utah Code § 67-16-3.

(2) “Conflict of Interest” means any situation where the Contractor has economic, social, political, familial, legal or other interests which interfere with, or have the potential to interfere with, the exercise of the Contractor’s duties, responsibilities, or judgment in connection with this Contract, or which involve conflicting loyalties to the Contractor and to another interest. “Conflict of Interest” also includes any violation of the Ethics Acts.

(3) “Contractor” includes all "representatives" of the Contractor.

(4) “Disclosure Statement” means a written statement provided to DHS by the

Contractor about a Conflict of Interest. “Conflict of Interest Certification” and

“Conflict of Interest – Disclosure Statement” forms are available from the DHS

Contract Representative.

(5) “Ethics Acts” means the Utah Public Officers’ and Employees’ Ethics Act (Utah

Code § 67-16-1 et. seq.) and the Municipal Officers’ and Employees’ Ethics Act

(Utah Code § 10-3-1301 et. seq.).

(6) “Related Party” means:

(a) any person related to the Contractor’s representative by blood or marriage including father, mother, husband, wife, son, daughter, sister, brother, grandfather, grandmother, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, uncle, aunt, nephew, niece, grandson, granddaughter, or first cousin; and

(b) all business associates of the Contractor:

(i) who are partners, directors, or officers in the same business entity as the Contractor;

(ii) who have authority to make decisions or establish policies in the same business entity as the Contractor; or

(iii) who directly or indirectly own 10% or more in the same business entity as the Contractor.

(7) “Representative” means any person or entity acting on behalf of the Contractor, and includes all employees, owners, partners, directors, officers, board members, subcontractors and agents, as well as any individuals with authority to establish policies or make decisions for the Contractor. “Volunteers” are not

“representatives” and are not required to be included in the Contractor’s

Disclosure Statement, unless they are board members or officers, or are substantially involved in the Contractor's decision-making processes.

(8) “Volunteer” means a person who donates services to the Contractor without compensation, except for expenses incurred (such as meals and travel costs).

b. Compliance with the Ethics Acts. The Contractor shall comply at all times with the applicable provisions of the Ethics Acts.

c. Contractor Conflict of Interest Policy and Internal Review. The Contractor shall implement a written policy that requires:

(1) Its representatives to submit a disclosure statement upon hire and annually thereafter;

(2) Its representatives to immediately disclose in writing to the Contractor all existing, potential, and contemplated conflicts of interest as they arise.

(3) Annual review of all disclosure statements and its own operations to reasonably assure DHS that the Contractor avoids prohibited conflicts of interest.

(4) Disclosure statements to be maintained in its personnel files.

(5) The Contractor to train its representatives regarding:

(a) The conflict of interest concept and the certification/disclosure requirements of this Contract; and

(b) The applicable provisions of the Ethics Acts.

d. Restrictions on Conflicts of Interest. Transactions involving Conflicts of Interest are prohibited to the extent they are the result of undue influence, or have the potential to result in increased costs, decreased performance, the appearance of impropriety, or any other disadvantage to DHS. Conflicts of Interest can occur in one of three ways:

(1) Dual Employment. Conflicts of interest can occur when a Contractor’s representative is also employed by the State of Utah or by another contractor's representatives.

(2) Related-Party Transactions. Conflicts of interest occur when the Contractor makes payments to a related party using money obtained from DHS through this

Contract. Conflicts of interest also occur when transactions, which affect the performance of this Contract, are made between the Contractor and a related party, whether or not payments are involved.

(3) Independent Judgment Impaired. Conflicts of interest occur when a

Contractor’s representative participates in any transaction on the Contractor’s behalf and has a significant relationship or shared interest with another party to the transaction, which could affect the representative’s ability or willingness to exercise independent judgment, and which may affect the performance of this

Contract. Independent judgment may also be impaired when the Contractor or the

Contractor's representative is involved in any administrative or legal action pending against the State, DHS, or any of their officers or employees.

e. Disclosing Conflicts of Interest to DHS:

(1) Requirements for Governmental Entities. Before entering into this Contract or a subcontract related to this Contract, and annually thereafter, a governmental

Contractor and any governmental subcontractors shall:

(a) Submit to DHS a written certification that they maintain a written policy as required above, monitor for compliance with the conflict of interest provisions of this Contract, and reasonably assure DHS that representatives (including any non-governmental subcontractors) with a potential conflict of interest do not:

(i) make or influence decisions or set policies that affect this Contract;

(ii) monitor the performance of this Contract; or

(iii) become involved in or otherwise benefit from the performance of this Contract; and

(b) Disclose to DHS any existing or potential conflicts of interest that relate to this Contract or the services provided pursuant to this Contract by submitting a Disclosure Statement in accordance with the requirements for non-governmental entities, and complying with the requirements regarding the continuing duty to disclose these conflicts of interest.

(2) Requirements for Non-Governmental Entities: Before entering into this

Contract, or a subcontract related to this Contract, a non-governmental Contractor shall submit a Disclosure Statement to DHS in which the Contractor or, when applicable its subcontractor, discloses any existing or potential conflicts of interest, including all information required by the Ethics Acts and this Contract.

(a) For Conflicts of Interest Involving Dual Employment, the following information is required:

(i) the name of the representative engaged in dual employment;

(ii) the titles or positions held by the representative engaged in dual employment;

(iii) the representative’s decision-making or monitoring authority with the employing entities, and how that representative’s authority affects this Contract or any subcontract relating to this Contract;

and

(iv) the measures taken to avoid potentially adverse effects resulting from the representative’s dual employment.

(b) For Conflicts of Interest involving Related-Party Transactions or

Independent Judgment Impaired, the following information is required:

(i) the name of the representative having the conflict of interest;

(ii) the name of the other party to the conflict of interest;

(iii) the relationship between the individuals identified in (i) and (ii) above;

(iv) the nature and value of the interest (if any) held by the representative in the other business entity;

(v) a description of the transaction to which the conflict of interest applies and the dollar amount involved (if any);

(vi) the decision-making or monitoring authority of the representative and the party identified in (ii) above, with respect to the applicable transaction or decision;

(vii) the potential effect of the conflict of interest on this Contract or any subcontract relating to this Contract; and

(viii) the measures taken by the Contractor to avoid potentially adverse effects resulting from the identified parties’ relationship.

(c) If the Contractor has no conflicts of interest, the Contractor shall so indicate on the Disclosure Statement. By submitting a Disclosure

Statement, the Contractor is certifying to DHS that it has checked its organization and has required its representatives to disclose their conflicts of interest, and that it has disclosed all known conflicts of interest to DHS.

f. Continuing Duty to Disclose Conflicts of Interest. The Contractor and its subcontractors have a continuing duty to immediately review updated Disclosure

Statements and submit a copy to DHS whenever an existing or potential Conflict of

Interest is disclosed. The Contractor shall require its subcontractors to provide an updated Disclosure Statement to the Contractor, if at any time during the term of this

Contract, they contemplate any transaction involving a potential conflict of interest, or hire or affiliate with any individual with an existing or potential conflict of interest, or discover any existing conflict of interest.

g. Monitoring Compliance. In addition to the remedies outlined in this Contract, DHS retains the right to do any of the following if DHS determines that a conflict of interest may exist:

(1) Investigate any potential conflict of interest;

(2) Require further information from the Contractor or the subcontractor;

(3) Require specific remedial action; or

(4) Disapprove identified transactions or require repayment of identified transactions.

SECTION D: ACCESS TO RECORDS, COMPLIANCE MONITORING, AND

RECORD KEEPING RESPONSIBILITIES

1. ACCESS TO RECORDS AND MONITORING OF PERFORMANCE: DHS shall have immediate access to all records relating to this Contract, and the Contractor shall not limit or interfere with DHS' access rights.

DHS shall have the right to monitor the Contractor's performance pursuant to this Contract.

Monitoring of Contractor's performance will be at the complete discretion of DHS. Performance monitoring may include both announced and unannounced visits. The Contractor shall allow independent auditors State and federal auditors or contract reviewers to have access to any records related to this Contract, including all personnel, training, client, treatment and financial records (such as accounting records and supporting documentation) for audit review and inspection.

2. RECORD-KEEPING AND REPORTING REQUIREMENTS: The Contractor shall maintain or supervise the maintenance of all records necessary for the proper and efficient operation of the programs covered by this Contract, including, as applicable, records relating to screenings, assessments, applications, determination of clients' eligibility, the provision of services, treatment, administrative costs, statistics, fiscal operations, and any other records necessary for complying with the reporting and accountability requirements of this Contract.

3. RETENTION OF RECORDS: The Contractor shall retain all records related to this Contract for at least the following periods of time. For records related to youth offenders, the Contractor shall comply with Utah Code 62A-7-108.5.

a. Records Relating to Adult Clients: The Contractor shall retain all adult client records

(including records that support Title XIX reimbursements) for at least six years from the date of last service to the adult client.

b. Records Relating to Child Clients: The Contractor shall retain all records relating to clients under 18 years old (including records that support Title XIX reimbursements) for at least six years from the date of last service to the child client, or until the child client reaches the age of 22, whichever period is longest.

c. Administrative Records: The Contractor shall retain all administrative records relating to this Contract (including records that support Title XIX reimbursements) for at least six years after DHS makes the last payment on this Contract.

d. Discontinued Operations: If the Contractor discontinues its programs or ceases to provide services pursuant to this Contract, the Contractor shall protect DHS access rights by implementing one of the following options:

(1) Transfer the client records to a successor agency or entity which has:

(a) entered into a contract with DHS to provide such services formerly provided by the Contractor; and

(b) agreed to provide DHS with the same access to the records as required under the Contractor's contract with DHS; or

(2) Deliver the client records to an office within the Contractor's organization under an arrangement by which the Contractor authorizes DHS to have continuing immediate access to the records.

(3) With the prior written consent of DHS, which may be withheld for any reason, deliver the client records to DHS.

(4) Alcohol and Drug Abuse Patient Records: If the Contractor is bound by the requirements of 42 C.F.R. Part 2 and discontinues its alcohol or drug abuse program or ceases to provide its services pursuant to this Contract, the Contractor shall comply with the following requirements before destroying the records of any patients served pursuant to this Contract:

(a) the Contractor shall notify DHS in writing at least 30 days before it discontinues its operations or ceases to provide its services;

(b) upon request from DHS, the Contractor shall give each of its alcohol and drug abuse patients a consent form which meets the requirements of 42

C.F.R. § 2.31, and which authorizes the Contractor to transfer its patient records to DHS; and

(c) upon obtaining signed consent forms from patients, the Contractor shall deliver the consenting patients’ records to DHS.

e. Audits and Litigation: The Contractor shall maintain all records related to any audits initiated by federal and state auditors or to any pending litigation until six years after all audits are completed or litigation is resolved, including any related appeals or the time for appeal has expired, or for six years from the date of termination of this Contract, whichever is longer.

f. Method for Destruction of Client Records: Client records which may be destroyed pursuant to this Contract must be cross-shredded or burned to protect client confidentiality. In the case of electronic records, the Contractor shall use a technique of destroying the records that adequately prevents unauthorized persons from reading or accessing the records.

4. PROTECTING THE CONFIDENTIALITY OF CLIENT RECORDS: Client records are confidential. The Contractor shall restrict access to client records in accordance with State and federal laws. Client records include but are not limited to hard copy records, electronic data, audio and video tapes, digital files, photographs, scans, and other images. The Contractor shall, at a minimum, maintain all client records in locked rooms or cases or in password-protected electronic files. If records are transported or contained on any electronic medium (including but not limited to computers, tablets, smart phones, zip-drives, etc.) the medium must be password protected. The Contractor shall not use or disclose any client information except as specifically provided by this Contract, or as required by law. The Contractor's representatives shall have access only to those portions of the records directly related to their work assignments.

5. LOSS OR DISCLOSURE OF CLIENT RECORDS OR INFORMATION: The Contractor shall have and comply with policies and procedures to protect confidential client records and information from loss, unauthorized disclosure, or data breaches (hereinafter collectively referred to as “loss”), and shall make those policies available to DHS. The policies and procedures must address how client records and information will be maintained, transmitted, stored, and secured to protect against any loss. The policies and procedures must also address the steps that will be taken in the event of any loss to notify, protect and reimburse those impacted by the loss against potential damages as well as to prevent future losses.

The Contractor shall be responsible for any loss of client records or client information by it or its representatives and for any and all costs, remediation (including but not limited to credit monitoring), and damages associated with such loss. In the event of a loss, in addition to any actions required by the Contractor’s policies and procedures, the Contractor shall notify the following individuals of the loss no later than 24 hours after it is discovered:

a. The DHS signatory on…