January 2025

REQUEST FOR PROPOSAL FOR:

Emergency Response and Assistive Technology Services

For time period July 1, 2025 through June 30, 2026

RESPONSES DUE: February 17, 2025 by 4:00 p.m., PST.

Submit one (1) electronic copy to:

Marisa Andrews, Contracts Manager mandrews@lcog.org mailto:mandrews@lcog.org

TABLE OF CONTENTS

INTRODUCTION

RFP PROCESS

I. RESPONSE DUE DATE, DELIVERY REQUIREMENTS, INSTRUCTIONS

II. INQUIRES

III. EVALUATION AND SELECTION PROCESS

IV. PROPOSALS SUBJECT TO OREGON PUBLIC RECORDS LAW

V. RFP ADDENDUMS

VI. PROTESTS

VII. REJECTION OF PROPOSALS

VIII. PROTEST OF PROPOSAL AWARD

IX. RFP TIMETABLE

IX. PROCUREMENT METHOD, CONTRACTING PROCESS, AND PROVISIONS

GENERAL PROVISIONS OF CONTRACT FOR SUCCESSFUL PROPOSER

GP-1 RECORDS AND RETENTION OF DOCUMENTS

GP-2 COMPLIANCE WITH APPLICABLE LAW

GP-3 PARTICIPANT RIGHTS

GP-4 INDEMNIFICATION, INDEPENDENT CONTRACTOR, LIMITATION OF LIABILITY, & INSURANCE

GP-5 AMENDMENTS

GP-6 WAIVER

GP-7 FORCE MAJEURE

GP-8 AVAILABILITY OF FUNDS

GP-9 DISPUTES AND WITHDRAWAL OF PROGRAMS, SERVICES OR FUNDING - DEFAULT & WITHHOLDING OF

FUNDS

GP-10 TERMINATION AND SEVERABILITY

GP-11 SERVICE PROVIDER PERSONNEL

GP-12 GOVERNING LAW; VENUE AND CONSENT TO JURISDICTION

GP-13 ACCESSIBILITY TO PROGRAMS, SERVICES AND ACTIVITIES

GP-14 CRIMINAL RECORDS AND ABUSE CHECKS

GP-15 MANDATORY REPORTING OF ELDER ABUSE

GP-16 REQUIRED FEDERAL TERMS AND CONDITIONS

GP-17 REPRESENTATIONS AND WARRANTIES

X. SPECIAL PROVISIONS

SS-1 SCOPE OF WORK

SS-2 BASIC EMERGENCY RESPONSE SYSTEMS

SS-3 SERVICE IMPLEMENTATION TIMELINE & ON-GOING MONITORING

SS-4 INVOICING AND PAYMENT

ATTACHMENT A: PROPOSAL

COVER PAGE

STATEMENT OF ASSURANCES

PART I: COMPANY BACKGROUND & EXPERIENCE

PART II: PROPOSED ERS DEVICES AND SERVICES

PART III : OPTIONAL DEVICES AND SERVICES

PART IV: CONSUMER SUPPORT

PART V: CLIENT REFERENCES

PART VI: ADDITIONAL INFORMATION

PART VII: PRICE PROPOSAL

ATTACHMENT B: SAMPLE CONTRACT

LCOG S&DS RFP Emergency Response OPI 2025

INTRODUCTION

Pursuant to OAR 125-246-0120(6) Senior & Disability Services, a division of Lane Council of Governments (LCOG S&DS) is seeking proposals from qualified entities for the provision of emergency response systems, also known as medical alert services, and other assistive technology of benefit to older adults and adults with disabilities. The period of performance of any contract resulting from this Request for Proposal (RFP) is scheduled to be July 1, 2025 through June 30, 2026. LCOG S&DS reserves the right to amend the period of performance of the contract for up to an additional four (4) years without the utilization of a formal proposal solicitation process, contingent upon acceptable contractor performance, the continuing availability of funding for the service being provided, and mutual agreement on contract terms between LCOG S&DS and the Service Provider. Contract extension periods would be July 1, 2026 to June 30, 2027; July 1, 2027 to June 30, 2028; July 1, 2028 to June 30, 2029; and July 1, 2029 to June 30, 2030.

The service area for this contract is Lane County, Oregon. LCOG is a voluntary association of local governments in Lane County, Oregon and headquartered in Eugene, Oregon. The S&DS division provides various types of Federal and State funded assistance to older adults and people with physical disabilities throughout Lane County, Oregon. LCOG S&DS is the designated Area Agency on Aging in Lane County, Oregon, responsible for administering the state funded Oregon Project Independence Classic (OPI) program throughout the county to adults aged 60 and older and to adults ages 19-59 with disabilities. LCOG S&DS seeks to establish rate agreements and contracts with a maximum of three businesses that provide these services.

Consumers of OPI Classic must meet the State of Oregon’s long-term care service priority rules located within Oregon Administrative Rules Chapter 411, Division 15 and cannot receive Medicaid. Allowable services include services such as personal care, home care, case management, and assistive technology that assists individuals to remain independent and living in their own homes for as long as possible. Consumers reside in rural and urban areas of Lane County, Oregon. Consumers may or may not have phone systems in their residences and some areas of Lane County have no cell service.

LCOG S&DS is looking for the most responsible proposers to provide Emergency Response Systems (ERS) and other Assistive Technology devices with monitoring services to OPI Classic consumers. Successful proposals shall include at a minimum an Emergency Response System with on-going monitoring services. To be considered for selection, Emergency Response Systems must be compatible with landline phones and cell phones. LCOG S&DS is also seeking at least one agency that is capable of providing GPS ERS that operates stand-alone without a phone system. Proposers must be capable of providing basic ERS services in all geographic areas, both rural and urban, in Lane County.

Agencies that provide additional Assistive Technology devices or services may include those in their proposal, but those services will be considered as add-ons that may or may not be selected for inclusion in final rate agreements and contracts. The main intent for this RFP is the selection of ERS providers for OPI Classic consumers.

The deadline for submitting proposals in response to this RFP is 4:00 p.m. PST on February 17, 2025. Each proposal must be in conformity with the requirements contained in this RFP. Each proposal must be signed by a person authorized to bind the Proposer and must contain a statement to the effect that the proposal will remain open for acceptance for at least a period of one hundred and eighty (180) calendar days from the date of submission.

The following information is set forth in the balance of this document:

• Policies and requirements governing this RFP process;

• RFP process & timetable;

• Contracting procedures;

• Scope of work to be provided;

• Evaluation of proposal and appeals procedure;

• Proposal Forms

RFP PROCESS

I. RESPONSE DUE DATE, DELIVERY REQUIREMENTS, INSTRUCTIONS

1. Each Proposer will be presumed to be familiar with all federal, state and local laws, ordinances, regulations and policies that may affect the proposal.

2. Each Proposer is strongly encouraged to carefully read all portions of this RFP prior to completing "Attachment A: Proposal".

3. A non-mandatory online Proposers Conference has been scheduled for January 29, 2025 12:00 p.m. PST for potential proposers to ask questions regarding the RFP.

a. Zoom link:

https://www.zoomgov.com/j/1606534257?pwd=usGsFVbAgh9e3wuaX0cbWlzZ9 bML1A.1

b. Meeting ID: 160 653 4257

c. Passcode: 026686

The Proposers Conference provides an opportunity to ask LCOG S&DS about completing the RFP packet. Attendance is not mandatory. Proposers with questions concerning the RFP should be prepared to reference the RFP page number, section heading and paragraph, and to state their questions as concisely as possible. All questions not asked during this pre-proposal conference must be submitted by email to the address stated below no later than February 5, 2025 at 5:00 p.m. PST. Questions and answers derived from the Proposers Conference and those submitted by the February 5, 2025 deadline, will be documented and sent to proposers no later than 5:00 p.m. PST, February 7, 2025. If a substantive clarification is in order, an addendum will be posted on OregonBuys no later than 72 hours prior to the proposal due date.

Questions received after February 5, 2025 may not be able to be answered prior to the time that proposals are due.

All questions must be submitted in writing to: mandrews@lcog.org

4. Proposers are required to submit one (1) electronic copy.

5. All proposal materials must be received no later than 4:00 p.m., Pacific Standard Time, February 17, 2025. Submit via email to:

LCOG S&DS

Marisa Andrews, Contracts Manager mandrews@lcog.org https://www.zoomgov.com/j/1606534257?pwd=usGsFVbAgh9e3wuaX0cbWlzZ9bML1A.1 https://www.zoomgov.com/j/1606534257?pwd=usGsFVbAgh9e3wuaX0cbWlzZ9bML1A.1

Proposals received after this deadline will not be considered. Proposals must be in conformity with all matters contained in this RFP including attachments.

6. To be considered, proposals must be submitted electronically in accordance with all the following instructions:

a. Proposals must be submitted as an attachment to an email, submitted to the email address stated above.

b. The subject line of the email must clearly identify the submission as a response to this specific OPI ERS RFP 2025.

c. Proposals must be clearly typewritten in 12-point font and single spaced

d. Unless otherwise stated in the Proposal Requirements, proposal documents must be submitted in PDF format only.

e. Proposals must be signed by an official authorized to bind the Proposer and must contain a statement to the effect that the proposal is firm for at least a period of one hundred and eighty (180) calendar days from February 17, 2025.

7. Proposal Format: Forms and order to be utilized in responding to this RFP include (see attachment A):

a. Cover Page;

b. Statement of Assurances;

c. Company Background & Experience

d. Proposed ERS Devices and Services

e. Optional Devices and Services

f. Consumer Support

g. Client References

h. Additional Information

i. Price Proposal.

8. Proposal Completion Instructions:

a. Within each section, the applicant's responses to the requests for plans and instructions are to be presented in the same order as they appear in "Attachment A: Proposal". Include each question or request for information.

b. Number all pages in consecutive order starting with the Cover Page as Page 1.

c. Identify the applicant entity by name on each page of the application.

9. Any costs incurred in the preparation and submission of a proposal under this RFP process are the sole responsibility of the Proposer.

10. By submitting a response, the Proposer acknowledges that the Proposer has read and understand the terms and conditions applicable to this RFP and accepts and agrees to be bound by the terms and conditions of the solicitation, including the obligation to perform the scope of work and meet the performance standards.

LCOG S&DS reserves the right to modify this schedule at LCOG S&DS’s discretion.

Proper notification of changes will be made to all interested parties.

11. Responses may be withdrawn prior to the time proposals are due.

12. LCOG S&DS reserves the right to make an award without further discussion of the proposals submitted. Therefore, the proposal should be submitted on the most favorable terms the Proposer may offer.

13. LCOG reserves the right to consider proposals or modifications received after the date and time designated for receipt, but before a contract award is made, should such action be in the best interest of LCOG S&DS.

14. LCOG S&DS intends to issue a Notice of Intent to Award no later than May 1, 2025.

II. INQUIRES

Inquiries concerning this procurement shall solely be directed to:

Marisa Andrews, S&DS Contracts Manager 1015 Willamette Street Eugene, OR 97401 Email: mandrews@lcog.org Phone: 541-682-4512

Only written communication made by LCOG S&DS shall be considered binding. Proposers are directed specifically to not contact any other LCOG staff other than the specified personnel identified above regarding this RFP. Unauthorized contact of any personnel may be cause for rejection of the Proposer’s RFP proposal.

III. EVALUATION AND SELECTION PROCESS

LCOG S&DS requires Proposers to provide as much information as possible, including background, experience, and methods to be used to convey a strong understanding of services to be delivered and how the Proposer will accomplish the work detailed in this RFP.

Process:

1. LCOG S&DS staff will review all Proposals received to determine if they meet required qualifications. Members of the LCOG S&DS Procurement and Monitoring Committee of the Senior Services Advisory Council, LCOG Deputy Director with oversight of S&DS, S&DS Program Manager(s), and the OPI Unit Manager will serve as the Evaluation Committee. This Committee will review all conforming proposals. LCOG S&DS staff will provide technical assistance to the committee.

2. All Proposers who meet the required qualifications will be required to attend a virtual interview on February 26, 2025. After introductions, a presentation by the proposer will be allowed, limited to 15 minutes. This will be followed by an oral interview consisting of a question-and-answer period limited to forty-five (45) minutes. The oral interviews will be scheduled between 9:00 a.m. and 4:00 p.m. PST on Zoom. Proposers will be notified of their appointment time no later than 5:00 p.m. on February 19, 2025.

3. Evaluation Criteria: The intention of LCOG S&DS is to procure basic ERS services that are most cost effective and beneficial to LCOG S&DS consumers of the Oregon Project Independence Classic Program. The criteria that will be used to evaluate proposals may include, but is not limited to, the following:

a. Quality, clarity, and responsiveness of proposal in conformance with instructions, conditions, and format contained herein

b. Technical requirements

c. Timeliness and professionalism of on-going support

d. Demonstrated history of performance of proposed devices and services

e. Cost and quality of services and devices

f. Ease of use by consumers

g. Cost of on-going monitoring

4. The Evaluation Committee will forward results and recommendations from the evaluation process to the Senior Services Advisory Council for review. In making recommendations to the Senior Services Advisory Council, the Evaluation Committee will:

a. Recommend the acceptance of a proposal(s) as presented;

b. Recommend the conditional acceptance of one proposal(s) with the provision that any "Special Conditions of Award" are met by the Service Provider; or

c. Recommend the rejection of all proposals and the re-initiation of a Request for

Proposal process.

5. The Senior Services Advisory Council will deliberate and forward final recommendations to the LCOG Executive Director for a final decision.

IV. PROPOSALS SUBJECT TO OREGON PUBLIC RECORDS LAW

Statements submitted for this RFP will become public records under Oregon law and, at the conclusion of the contract process, will be subject to disclosure to any person or organization that submits a public records request. Statements will not be released until either a notice of intent to award has been issued or the contracting process has been cancelled. Proposers are required to acknowledge that any statement may be disclosed in its entirety to any person or organization making a records request, except for such information as may be exempt from disclosure under the law.

Each Proposer must clearly identify all information included in its submission that is claimed to be exempt from disclosure. If LCOG receives a records request, including subpoena, covering information the respondent believes is covered by an applicable public records exemption, it is the respondent’s responsibility to defend and indemnify LCOG S&DS for any costs associated with establishing such an exemption.

V. RFP ADDENDUMS

LCOG S&DS may issue an addendum to modify or add to the terms of this RFP, or to change the due date for proposals. Any addendum will be issued by S&DS in writing on OregonBuys not less than 72 hours prior to the deadline for receipt of responses. Requirements or clarifications contained in any addendum must be included in proposals submitted and will become part of any resulting contract.

VI. PROTESTS

If any prospective Proposer believes that the procurement process is contrary to law or that a solicitation document is unnecessarily restrictive, is legally flawed, or improperly specifies a brand name, that Proposer may file a protest as set forth in ORS 279B.405 (2). Pursuant to ORS 279B.405(3), before seeking judicial review, a prospective Offeror must file a Written protest with the Contracting Agency and exhaust all administrative remedies. Any such protest must clearly set forth the legal basis for the protest, including (a) sufficient information to identify the solicitation that is the subject of the protest; (b) the grounds that demonstrate how the procurement process is contrary to law or how the solicitation document is unnecessarily restrictive, is legally flawed or improperly specifies a brand name;

and (c) evidence or supporting documentation that supports the grounds on which the protest is based, and (d) the relief sought, including a statement of the desired changes to the Procurement process or the Solicitation Document that the Proposer believes will remedy the conditions upon which the Proposer based its protest, and be submitted at least seven (7) calendar days prior to the date Proposals are due.

VII. REJECTION OF PROPOSALS

1. LCOG S&DS may reject any response not in compliance with all prescribed proposal procedures, requirements, rules, or laws, and may reject for good cause any and all responses upon LCOG S&DS’s finding that it is in the public interest to do so. LCOG S&DS may also waive any minor informalities or irregularities in any response.

2. Any attempt to influence members of the evaluation committee, staff, Advisory Council, Board of Directors or otherwise affect the outcome of the contract award, outside of the process provided in the RFP, shall be grounds for disqualification.

3. Failure to submit all information and materials in the required and prescribed format may be grounds for disqualification of the proposal.

VIII. PROTEST OF PROPOSAL AWARD

LCOG S&DS shall provide notice of its intent to Award a contract or to reject to all Proposals by email and standard mail. If any Proposer wishes to protest an intent to Award, that Proposer must file a written protest with LCOG S&DS no later than May 12, 2025 at 4:00 p.m.

PST. Any such protest must clearly set forth the legal basis for the protest, and must include

(a) sufficient information to identify the solicitation that is the subject of the protest; (b) the grounds that demonstrate how the procurement process is contrary to law or how the solicitation document is unnecessarily restrictive, is legally flawed or improperly specifies a brand name; and (c) evidence or supporting documentation that supports the grounds on which the protest is based; and (d) the relief sought, and must be submitted not more than 7 calendar days after the date of the notice of intent to Award.

The notice of protest must be either hand delivered to LCOG S&DS’s contact listed in this RFP, or sent via certified U.S. mail, return receipt requested. Failure to file a protest by the deadline specified herein shall constitute a waiver of all rights to protest LCOG S&DS’s decision regarding the award.

IX. RFP TIMETABLE

The timetable for the solicitation and review of proposals will be as follows:

Item in RFP Process Date Location RFP Posted Friday, January 17, 2025 OregonBuys Proposers Conference at 12:00 p.m. PST

Wednesday, January 29, Zoom Meeting

Deadline for Questions/Clarifications by 5:00 p.m. PST

Wednesday, February 5, Written responses to questions, and/or any necessary addendum to RFP, sent to Respondents

Friday, February 7, 2025

Proposals due from Respondents by 4:00 p.m.

PST

Monday, February 17, 2025

Notify Proposers of interview appointment times by 5:00 p.m. PST

Wednesday, February 19, Oral Interviews with Proposers

Wednesday, February 26, Via Zoom

Notice of Award of Contract Thursday, May 1, 2025 Protest deadline at 4:00 p.m.

PST

Monday, May 12, 2025

Protest Hearing conducted by 5:00 p.m. PST

Monday, May 19, 2025

Protest Decision by 5:00 p.m.

PST

Thursday, May 29, 2025

Transition Period: Contract Documents released to Service Provider

Monday, June 2, 2025

Contracted service begins Tuesday, July 1, 2025

IX. PROCUREMENT METHOD, CONTRACTING PROCESS, AND PROVISIONS

LCOG S&DS is conducting this RFP pursuant to LCOG’s Public Contracting Rules located at:

https://www.lcog.org/media/9731

LCOG S&DS seeks proposals that will enable LCOG S&DS to determine which respondent will best meet LCOG S&DS’s needs. LCOG S&DS expects this RFP will result in up to three (3) separate contracts.

No formal proposal opening will occur in connection with this procurement.

Upon final selection of a contractor(s) by the LCOG Executive Director, the Proposer selected and LCOG S&DS shall have until June 30, 2025 to enter into a contract for the OPI ERS services, as specified herein.

The conditions and provisions of the successful proposal and the RFP shall be made a part of the contract. LCOG S&DS reserves the right to stipulate substitutions that are of benefit to LCOG S&DS of OPI ERS services and operations.

https://www.lcog.org/media/9731

Subsequent discovery of misrepresentation of information shall be grounds for disqualification.

In the process of negotiating the contract, failure to submit all information and materials in the required and prescribed format may be grounds for disqualification.

Contract Provisions are referenced as follows:

GP = General Provision, followed by provision reference number.

SP = Special Provision, followed by provision reference number.

GENERAL PROVISIONS OF CONTRACT FOR SUCCESSFUL PROPOSER

GP-1 RECORDS AND RETENTION OF DOCUMENTS

1. The Service Provider shall maintain financial records and other records pertinent to this contract. All financial records shall be maintained pursuant to generally accepted accounting principles. Service Provider shall use appropriate and sufficient documentation of expenses, and in such detail as to accurately reflect revenues, net costs (direct and apportioned), and other expenses for which reimbursement is claimed. Other records shall be maintained to the extent necessary to clearly and accurately reflect actions taken. In addition, the Service Provider shall maintain any other records, books, documents, papers, plans, records of shipments and payments, and writings of the Service Provider, whether in paper, electronic or other form, that are pertinent to the contract in such a manner as to clearly document the Service Provider’s performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments, and writings of the Service Provider whether in paper, electronic or other form, that are pertinent to the contract, are collectively referred to as “Records.” Service Provider acknowledges and agrees that LCOG, the Oregon Department of Human Services (ODHS), the Oregon Secretary of State's Office, and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. The Service Provider shall retain and keep accessible all 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 the contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the contract, whichever date is later. Service Provider shall maintain Records in accordance with the records retention schedules set forth in Oregon Administrative Rule (OAR) Chapter 166.

2. The Service Provider shall agree that information in the Records concerning any individual recipient of service under this contract may be used only for administering the contract. In the event the Service Provider ceases to be the provider of services, all contract related documents must be turned over to LCOG S&DS and any electronic consumer records must be deleted.

3. The Service Provider shall be prepared to be held accountable to the terms and provisions upon contract execution, and to cooperate with LCOG S&DS in its efforts to monitor and assess compliance.

4. The Service Provider shall provide access to all fiscal records and to all other books, documents, papers, and records which are pertinent to this contract, and shall allow LCOG S&DS to make excerpts, photocopies, and transcripts.

GP-2 COMPLIANCE WITH APPLICABLE LAW

1. Service Provider shall comply with all state and local laws, regulations, executive orders and ordinances applicable to this contract or to the delivery of services. Without limiting the generality of the foregoing, the Service Provider agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this contract and Service Provider’s performance under this contract: All applicable requirements of state civil rights and rehabilitation statutes, rules and regulations; all state laws requiring reporting of client abuse; ORS 659A.400 to 659A.409, ORS 659A.145, and all regulations and administrative rules established pursuant to those laws in the construction, remodeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with the delivery of services. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the contract and required by law to be so incorporated. All employers, including Service Provider, that employ subject workers who provide services in the State of Oregon shall comply with ORS

656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under ORS 656.126.

2. Service Provider shall comply with the federal laws as set forth or incorporated, or both, in this contract and all other federal laws applicable to Service Provider’s performance under this contract as they may be adopted, amended, or repealed from time to time.

GP-3 PARTICIPANT RIGHTS

1. Confidentiality of Client/Consumer Information: All information as to personal facts and circumstances obtained by the Service Provider on the consumer shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the consumer, the responsible parent of a minor child, or their guardian except as required by other terms of this contract. Nothing prohibits the disclosure of information in summaries, statistical, or other form, which does not identify particular individuals. The use or disclosure of information concerning consumer shall be limited to persons directly connected with the administration of this contract. Confidentiality policies shall be applied to all requests from outside sources.

LCOG S&DS and the Service Provider will share information as necessary to effectively serve LCOG S&DS consumers.

2. Health Insurance Portability and Accountability Act (HIPAA) Compliance: Services funded in whole or in part with financial assistance provided under this Contract are covered by the Health Insurance Portability and Accountability Act (HIPAA). Service Provider agrees to deliver Services in compliance with HIPAA and shall comply with the following Privacy and Security of Individually Identifiable Health Information:

Individually Identifiable Health Information about specific individuals is confidential.

Individually Identifiable Health Information relating to specific individuals may be exchanged between LCOG S&DS and the Service Provider for purposes directly related to the provision of services to clients which are funded in whole or in part under this Contract. However, the Service Provider shall not use or disclose any Individually Identifiable Health Information about specific individuals in a manner that would violate the Oregon Health Authority Privacy Rules, OAR 943-014-0000 et. seq., or the State of Oregon Department of Human Services Notice of Privacy Practices. A copy of the State of Oregon Department of Human Services Notice of Privacy Practices is posted on the LCOG S&DS web site at https://www.lcog.org/sdslane/page/agency-documents or may be obtained from LCOG S&DS.

3. Discrimination: It shall be a policy of the Service Provider that it shall not discriminate in admission, accessibility, treatment or employment in its programs, activities and facilities on the basis of race, creed, color, sex, age, ancestry, national origin, sexual orientation, religion or disability. The Service Provider, and any party with which it enters into formal agreements, will comply with all requirements imposed by and pursuant to the regulations of Title VI and VII of the Civil Rights Act of 1964, as amended, and Section 503 and 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990 and the Age Discrimination Act of 1975.

GP-4 INDEMNIFICATION, INDEPENDENT CONTRACTOR, LIMITATION OF LIABILITY, &

INSURANCE

https://www.lcog.org/sdslane/page/agency-documents https://www.lcog.org/sdslane/page/agency-documents

1. Indemnification: To the extent permitted by article XI, section 10, of the Oregon Constitution and the Oregon Tort claims Act, ORS 30.260 through 30.640, the Service Provider shall indemnify, defend, save, and hold harmless LCOG, the State of Oregon, ODHS and its officers, employees and agents (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys’ fees) arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the Service Provider or any of the officers, agents, employees or subcontractors of the Service Provider (“Claims”). It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Service Provider from and against any and all Claims.

2. Independent Contractor: The parties agree and acknowledge that their relationship is that of independent contracting parties. The Service Provider is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265.

3. Limitation of Liability: Except for liability or damages arising out of or related to the above described (section 1 & 2), neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this contract.

4. Insurance: During the term of this contract the Service Provider shall maintain in full force with respect to each occurrences taking place during the term of the contract, each insurance noted below:

a. Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers, that employ subject workers, as defined in ORS 656.027, to provide Oregon workers compensation coverage for all their subject workers, unless exempt under ORS 656.126(2).

b. Employers’ Liability Insurance coverage with limits not less than $500,000 each accident.

c. Commercial General Liability insurance with a combined single limit, or the equivalent, of not less than $4,000,000 each occurrence for Bodily Injury, Death, and Property Damage. The coverage shall include personal injury liability, products and completed operations. Coverage shall be written on an occurrence basis.

d. If the Service Provider is subject to the Oregon Tort Claims Act, it may provide and maintain an equivalent registered self-insurance program. The Service Provider shall furnish LCOG with written verification of the existence of such liability insurance policy (policies) or registered self-insurance program upon execution of this contract.

5. Additional Insured: The Commercial General Liability insurance shall include LCOG, Oregon Department of Human Services, its officers, employees and agents as Additional Insureds by endorsement but only with respect to Recipient’s activities to be performed under this contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

6. Notice of Cancellation or Change: There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 60 days written notice from Service Provider. In the event of unilateral cancellation or restriction of the Service Provider’s insurance coverage, the Service Provider shall immediately notify LCOG S&DS orally of the cancellation or restriction and shall confirm the oral notification in writing within three days of notification by the insurance company to the Service Provider. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of this contract and shall be grounds for immediate termination of this agreement.

7. Proof of Insurance: The Service Provider shall provide to LCOG S&DS information requested in this Article GP-7, including a certificate of insurance and a copy of the Additional Insured endorsement for all required insurance before performing any Services required under this contract. The Service Provider shall pay for all deductibles, self-insured retention and self-insurance, if any.

8. “Tail” Coverage: If any of the required liability insurance is on a “claims made” basis, the Service Provider shall either maintain either “tail” coverage or continuous “claims made” liability coverage, provided the effective date of the continuous “claims made” coverage is on or before the effective date of this contract, for a minimum of 24 months following the later of (i) Service Provider’s completion and LCOGs’ acceptance of all Services required under this contract, or, (ii) The expiration of all warranty periods provided under this contract. Notwithstanding the foregoing 24-month requirement, if the Service Provider elects to maintain “tail” coverage and if the maximum time period “tail” coverage reasonably available in the marketplace is less than the 24-month period described above, then Service Provider shall maintain “tail” coverage for the maximum time period that “tail” coverage is reasonably available in the marketplace for the coverage required under this contract. Service Provider shall provide to LCOG, upon LCOG S&DS’s request, certification of the coverage required under this section.

9. Self-Insurance: Service Provider may fulfill its insurance obligations herein through a program of self-insurance, provided that Service Provider’s self-insurance program complies with all applicable laws and provides insurance coverage equivalent in both type and level of coverage to that required in this contract. The Service Provider shall furnish an acceptable insurance certificate to LCOG S&DS for any insurance coverage required by this contract that is fulfilled through self-insurance.

10. Notice of action, lawsuit, or claim: The Service Provider shall provide LCOG S&DS immediate written notice of any action, lawsuit, or claim made against the Service Provider by a subcontractor or vendor. The Service Provider shall be responsible exclusively with respect to its respective employees, for providing for employment-related benefits and deductions that are required by law, including but not limited to federal and state income tax deductions, workers compensation coverage, and any applicable retirement contributions.

11. Certificates of Insurance: As evidence of the insurance coverage required by this contract, the Service Provider shall furnish acceptable insurance certificates to LCOG S&DS prior to the commencement of the contract. The certificate will specify all of the parties who are additional insured. Insuring companies or entities are subject to LCOG S&DS acceptance. If requested, complete copies of insurance policies; trust agreements, etc., shall be provided to LCOG S&DS. The Service Provider shall be financially responsible for all pertinent deductibles, self-insured receptions and/or self-insurance.

GP-5 AMENDMENTS

1. LCOG S&DS may extend the contract for additional periods of time, up to a total of four (4) years and for additional funds associated with the extended period(s) of time.

The determination for any extension for time may be based on LCOG S&DS’s satisfaction with performance of the work or services provided by the Service Provider under this contract, the continuing availability of funding in Lane County for the services being provided through this contract, and mutual agreement on contract terms between LCOG S&DS and Service Provider.

2. LCOG S&DS may amend the contract for programmatic changes/additions or modifications deemed necessary to accurately reflect the original scope of services that may not have been expressed in the original contract or previous amendments to the contract.

3. LCOG S&DS may, in addition to other provisions, amend the terms of this contract to ensure compliance with federal or state statutes, regulations, inter-governmental agreements or court interpretations or rulings which, in part or in combination, govern the provisions of services provided under this contract.

4. The contract may also be amended or extended by mutual agreement of the parties.

All amendments or extensions shall only be valid when in writing, approved as required, and signed by all parties.

GP-6 WAIVER

The failure of either party to enforce any provision of this contract shall not constitute a waiver by that party of that or any other provision. No waiver or consent shall be effective unless in writing and signed by the party against whom it is asserted. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the contract.

GP-7 FORCE MAJEURE

Neither LCOG S&DS nor the Service Provider shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, act of nature, or war which is beyond the reasonable control of LCOG S&DS or the Service Provider, respectively. Each party shall, however, 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 the contract. LCOG S&DS may terminate this contract upon written notice to the other party after reasonably determining that the delay or default will likely prevent successful performance of this contract.

GP-8 AVAILABILITY OF FUNDS

1. LCOG S&DS certifies that, at the time of the RFP and any resulting contract, and subject to the availability of state and federal funds, sufficient funding is authorized and is anticipated to be available within LCOG S&DS’s applicable appropriation or limitation. Should funds not become available to LCOG S&DS in amounts anticipated, LCOG may, by amendment, reduce funding, or terminate the contract as appropriate.

Reduction in services or termination will be effective upon written notice delivered to the Service Provider in person or by mail, or at such later date as established by LCOG S&DS. A reduction in services or termination will not affect payment for allowable expenses incurred prior to the effective date of such action. Consultation with the Service Provider will take place within time constraints consistent with the need for such action.

2. LCOG S&DS will provide reimbursement for allowable costs incurred pursuant to this contract by the Service Provider for federal and state programs administered by LCOG

S&DS.

3. The Service Provider shall reimburse to LCOG S&DS any funds received by the Service Provider for costs which are disallowed by a Department of Health and Human Services programs when the disallowance is related to Service Provider actions. The Service Provider is not required to reimburse LCOG S&DS when the disallowance results from implementation of LCOG S&DS rule or policy. Reimbursement shall be made within ten (10) business days of receipt by the Service Provider from LCOG S&DS of a copy of a Department of Health and Human Services notice of disallowance.

4. If LCOG S&DS makes payments to the Service Provider to which the Service Provider is not entitled, LCOG S&DS may reduce or withhold subsequent payments until all over-payments have been offset. LCOG S&DS will give the Service Provider written notice of any proposed action under this provision. Nothing in this section shall require the Service Provider to act in violation of State or Federal law or the Constitution of the State of Oregon. If the Service Provider contends that there has been no overpayment, the dispute shall be subject to the provisions of GP-9.

GP-9 DISPUTES AND WITHDRAWAL OF PROGRAMS, SERVICES OR FUNDING - DEFAULT

& WITHHOLDING OF FUNDS

1. A default may be declared under this contract if either party materially fails to comply with any provision of this contract within thirty (30) days after the other party gives written notice specifying the breach. If the breach specified in the notice cannot be completely cured within the thirty (30) day period, no default shall occur if the party receiving the notice begins curative action within the thirty (30) day period and thereafter proceeds with reasonable diligence and in good faith to cure the breach as soon as practicable

2. Either party may declare a default immediately without allowing an opportunity to cure if the other party repeatedly and materially breaches the terms of this contract or commits a major breach. A major breach is one that substantially impairs the contractual relationship of the parties to provide the services covered by this contract.

Major breaches include, but are not limited to:

a. Intentional or reckless acts or omissions that jeopardize the health, safety or security of clients.

b. Intentional misuse of funds.

c. Intentional falsification of records.

d. Malfeasance by either party's officers or employees.

3. In the event of a dispute or default, either party may bring an action in court concerning this contract; the parties shall endeavor in good faith to resolve the issue through negotiation or mediation.

4. The parties to this contract may attempt to resolve any dispute, except for those matters set forth in GP-10, below, by:

a. Providing notice to the other party of the matter in dispute;

b. Have the matter jointly heard by appropriate personnel from both LCOG and the Service Provider in an attempt to resolve the matter;

c. If the dispute cannot be resolved at this level, the matter shall be referred to the appropriate administrative level (if any);

d. At the administrative level, the matter may be referred to a third-party mediator.

5. If a default occurs and it is not resolved under GP 9, above, the party injured by the default may elect to terminate this contract and pursue any equitable or legal rights and remedies available under Oregon law. If the Service Provider is in a default, LCOG S&DS may suspend payments to the Service Provider until the matter is resolved.

Termination or modification of this contract pursuant to this Provision shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination, Service Provider shall immediately cease all activities under this contract, unless expressly directed otherwise by LCOG S&DS in the notice of termination.

GP-10 TERMINATION AND SEVERABILITY

1. In addition to the right to terminate for default under GP-9, this contract may be terminated by mutual consent or by either party upon thirty (30) days written notice delivered by certified mail or in person.

2. LCOG S&DS' Right to Terminate for Cause: LCOG S&DS may terminate this contract, in whole or in part, immediately upon notice to Service Provider, or at such later date as

LCOG S&DS may establish in such notice, upon the occurrence of any of the following events:

a. LCOG S&DS fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Service Providers Work;

b. Federal or State laws, regulations or guidelines are modified or interpreted in such a way that either the Work under this Contract is prohibited or LCOG S&DS is prohibited from paying for such Work from the planned funding source;

c. If proof of compliance with all applicable local, state, and federal laws, rules, and regulations cannot be provided by the Service Provider within 24 hours from receipt of demand to provide proof of compliance;

d. Service Provider commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Service Provider’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within ten (10) business days after delivery of LCOG S&DS' notice, or such longer period as LCOG S&DS may specify in such notice.

3. Service Provider’s Right to Terminate for Cause: Service Provider may terminate this

Contract upon 30-day notice to LCOG S&DS if LCOG S&DS fails to pay Service Provider pursuant to the terms of this Contract and LCOG S&DS fails to cure within 30 days after receipt of Service Provider's notice, or such longer period of cure as Service Provider may specify in such notice.

4. The Service Provider and LCOG S&DS agree that 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.

GP-11 SERVICE PROVIDER PERSONNEL

Service Provider employees, volunteers, or agents performing under this contract are not deemed to be employees of LCOG S&DS in any manner whatsoever. Employees of Service Provider shall not be entitled to any other benefits except those provided by Service Provider.

Service Provider is solely and entirely responsible for its acts and acts of its agents, employees or volunteers, and will be an Equal Opportunity Employer and follow regulations as specified in the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as amended. Service Provider shall follow all local, state, and federal labor laws.

GP-12 GOVERNING LAW; VENUE AND CONSENT TO JURISDICTION

This contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit, or proceeding between the Service Provider and LCOG S&DS that arises from or relates to performance of this contract shall be brought and conducted solely and exclusively within the Circuit Court of Lane County for the State of Oregon. Provided, however, that if any such claim, action, or suit may be brought only in a federal forum, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. The Service provider upon execution of this contract hereby consents to the in personam jurisdiction of said court.

Except as provided in this section, neither party waives 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. The parties acknowledge that this is a binding and enforceable contract and, to the extent permitted by law, expressly waive any defense alleging that either party does not have the right to seek judicial enforcement of this contract.

GP-13 ACCESSIBILITY TO PROGRAMS, SERVICES AND ACTIVITIES

The Service Provider shall meet the requirements of Title II of the ADA, Section 504 of the Rehabilitation Act and DHS Policy 010-005.

GP-14 CRIMINAL RECORDS AND ABUSE CHECKS

The Service Provider shall meet the requirements of ORS 443.004 and OAR 407-007-0200 through OAR 407-007-0370 and DHS Policy 060-010. Service Provider shall fulfill the responsibilities of a qualified entity as defined in OAR 407-007-0210.

Service Provider will ensure that criminal history checks are conducted on individuals that meet the regulatory definition of a subject individual and are:

i. Employees of the Service Provider;

ii. Volunteers for the Service Provider;

iii. Sub-contractors for the Service Provider, including employees and volunteers of the sub-contractor, or

iv. Direct care providers of clients for which the Service Provider provides service authorization.

GP-15 MANDATORY REPORTING OF ELDER ABUSE

Service Provider shall ensure compliance with the mandatory reporting requirements of ORS

124.050 through 124.095 and OAR Chapter 411, Division 20 for employees and volunteers as well as sub-contractor employees, volunteers and direct care providers for clients for whom the Service Provider provides service authorization.

GP-16 REQUIRED FEDERAL TERMS AND CONDITIONS

Service Provider shall comply with the following required Federal terms and conditions as applicable to the contract:

1. Miscellaneous Federal Provisions: Service Provider shall comply and require all sub-service providers to comply with all federal laws, regulations, and executive orders applicable to the contract or delivery of services under this contract. Without limiting the generality of the foregoing, Service Provider expressly agrees to comply and require all sub-service providers to comply with the following laws, regulations and executive orders to the extent they are applicable to the contract: (a) Title VI and VII of the Civil Rights Act of 1964, as amended, (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, (c)the Americans with Disabilities Act of 1990, as amended, (d)Executive Order 11246, as amended, (e)HIPPA, (f)the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended, (g) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, (h)all regulations and administrative rules established pursuant to the foregoing laws, (i)all other applicable requirements of federal civil rights…