LCOG S&DS METRO MOW RFP 2025.pdf

L

January 2025

REQUEST FOR PROPOSAL FOR:

Metro Meals on Wheels

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

RESPONSES DUE: February 17th, 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. PROTEST OF SOLICITATION DOCUMENTS

VI. REJECTION OF PROPOSALS

VII. PROTEST OF PROPOSAL AWARD

VIII. RFP TIMETABLE

IX. PROCUREMENT METHOD, CONTRACTING PROCESS, AND PROVISIONS

GENERAL PROVISIONS OF CONTRACT FOR SUCCESSFUL PROPOSER

GP-1 BASIS OF PAYMENT

GP-2 RECORDS AND RETENTION OF DOCUMENTS

GP-3 ACCOUNTING REQUIREMENTS/AUDIT

GP-4 COMPLIANCE WITH APPLICABLE LAW

GP-5 PARTICIPANT RIGHTS

GP-6 LICENSING AND PROGRAM STANDARDS

GP-7 INDEMNIFICATION, INDEPENDENT CONTRACTOR, LIMITATION OF LIABILITY, & INSURANCE

GP-8 SUBCONTRACTS

GP-9 LICENSES, PATENTS, COPYRIGHTS

GP-10 ASSIGNMENT

GP-11 AMENDMENTS

GP-12 WAIVER

GP-13 FORCE MAJEURE

GP-14 AVAILABILITY OF FUNDS

GP-15 DISPUTES AND WITHDRAWAL OF PROGRAMS, SERVICES OR FUNDING - DEFAULT &

WITHHOLDING OF FUNDS

GP-16 TERMINATION AND SEVERABILITY

GP-17 SERVICE PROVIDER PERSONNEL

GP-18 GOVERNING LAW; VENUE AND CONSENT TO JURISDICTION

GP-19 RETURN OF PROPERTY, OWNERSHIP OF WORK PRODUCT

GP-20 CERTIFICATION FOR CONTRACTS, GRANTS, LOANS & COOPERATIVE AGREEMENTS, TRUTH IN

LOBBYING 28

GP-21 ACCESSIBILITY TO PROGRAMS, SERVICES AND ACTIVITIES

GP-22 CRIMINAL RECORDS AND ABUSE CHECKS

GP-23 MANDATORY REPORTING OF ELDER ABUSE

GP-24 REQUIRED FEDERAL TERMS AND CONDITIONS

GP-25 REPRESENTATIONS AND WARRANTIES

VI. SPECIAL PROVISIONS

SP-1 PAYMENT

SP-2 REPORTING

SP-3 LOCAL MATCH

SP-4 CONSUMER CONTRIBUTIONS FOR MEALS

SP-5 FOOD SERVICE PROCUREMENT

SP-6 BILLING FOR FOOD SERVICE

GP-7 INDICATION OF SOURCE OF CONSIDERATION

SP-8 COORDINATION OF EFFORTS TO SECURE VOLUNTEER, CASH & IN-KIND SERVICES

SP-9 SERVICE PROVIDER PROGRAM BUDGET

SP-10 OREGON HOME-DELIVERED NUTRITION STANDARDS

VII. SERVICE SPECIFICATIONS

SS-1 SCOPE OF WORK

SS-2 FOOD SERVICE

SS-3 FROZEN MEALS

SS-4 FOOD SAFETY AND DELIVERY

SS-5 SUPPLIES

SS-6 OAA ELIGIBILITY

SS-7 OAA SERVICE ASSESSMENTS

SS-8 REFUSAL OF SERVICE AND TERMINATION

SS-9 GRIEVANCE PROCEDURE

SS-10 EMERGENCY PROCEDURES

SS-11 STAFFING

SS-12 TRAINING

SS-13 ALTERNATE FORMATS OF WRITTEN MATERIALS

SS-14 CLIENT SATISFACTION

ATTACHMENT A: PROPOSAL

COVER PAGE

STATEMENT OF ASSURANCES

MANAGEMENT PROPOSAL

TECHNICAL PROPOSAL

PRICE PROPOSAL

ATTACHMENT B: METRO MEALS ON WHEELS RFP SCORING

ATTACHMENT C: MONTHLY FINANCIAL AND SERVICE REPORT

ATTACHMENT D: VOLUME BASED VARIABLE RATE SCALE

ATTACHMENT E: EXAMPLE MEAL SITE LOG

ATTACHMENT F: NATIONAL AGING PROGRAM INFORMATION SERVICES (NAPIS) FORM

ATTACHMENT G: LCOG S&DS SAFETY PROCEDURES

ATTACHMENT H: SAMPLE CONTRACT

METRO MOW RFP 2025 1

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 Metro Meals on Wheels operations and services.

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 Home Delivered Meals Program and operates the Home Delivered Meals program in Springfield and the outlying areas of the county. LCOG S&DS seeks to subcontract the Meals on Wheels service delivery for the area within the city limits of Eugene, OR, and any area not served by LCOG. This is a continuation of services that has been in existence and subcontracted since 1972.

LCOG S&DS is looking for the most responsible proposer to operate the Metro Meals on Wheels program within the city limits of Eugene, Oregon and any area not served by LCOG serving eligible consumers: 1) sixty years or older who are homebound, as defined by the federal Older Americans Act (OAA), 2) people eligible for Medicaid, Oregon Project Independence (OPI) Classic, State Plan Personal Care (SPPC), and Oregon Project Independence - Medicaid (OPI-M) as authorized by a LCOG S&DS Case Manager through the consumers care plan.

The Proposer will be responsible for purchasing hot and bulk frozen meals from the LCOG S&DS contracted Food Service Provider at a per meal contracted rate. Meals are produced by the contracted Food Service Provider which operates a central kitchen that serves all of Lane County Meals on Wheels dispatch locations. This RFP does not include food preparation. The Proposer is responsible for the portioning and packaging of hot meals and the delivery operations of all meals (frozen and hot) to all authorized Meals on Wheels consumers.

The Proposer is responsible for receiving referrals for consumers within the city limits of Eugene, conducting assessments, and authorizing consumers for Older Americans Act Meals on Wheels.

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

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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 timetable;

• Contracting procedures;

• Review of available funding for program operations;

• Scope of work to be provided;

• Evaluation of proposal and appeals procedure;

• Instructions to Proposer;

• Proposal forms

LCOG S&DS anticipates funding for Metro Meals on Wheels service provision for the time period of July 1, 2025 through June 30, 2026 to be:

$142,000 Title III-C-2 of the Older Americans Act $66,700 Oregon Project Independence $26,700 Human Services Commission Fund $30,632 Nutrition Services Incentive Program

Availability of funding is contingent upon the receipt of such funds and the LCOG Board of Director’s approval of the recommended funding level.

In addition, the Contractor must obtain a “Provider Number” from the Oregon Department of Human Services (ODHS) to invoice for Medicaid, State Plan Personal Care, and Oregon Project Independence – Medicaid meals at the state established reimbursement rate.

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".

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3. A non-mandatory online Proposers Conference has been scheduled for Wednesday, January 29, 2025, from 1:00 p.m. to 2:00 p.m. PST for potential proposers to ask questions regarding the RFP.

a. Zoom link:

https://www.zoomgov.com/j/1617017651?pwd=pWJg5Q2THdMPR3h3Mv6iHpFGC XK96u.1

b. Meeting ID: 161 701 7651

c. Passcode: 247995

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

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

https://www.zoomgov.com/j/1617017651?pwd=pWJg5Q2THdMPR3h3Mv6iHpFGCXK96u.1 https://www.zoomgov.com/j/1617017651?pwd=pWJg5Q2THdMPR3h3Mv6iHpFGCXK96u.1

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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 Metro Meals on Wheels RFP.

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 a person 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. Management Proposal;

d. Technical Proposal; and

e. 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. S&DS reserves the

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right to modify this schedule at 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 by a clear email message received at the same email address as the one to which proposals are submitted.

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 S&DS 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.

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:

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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, OAA Program Manager, and the LCOG Deputy Director with oversight of the S&DS Division 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. Proposals will be distributed to members of the Evaluation Committee. In submitting a proposal, each respondent agrees that S&DS may reveal any materials claimed to be a trade secret or confidential that are contained in the proposal to S&DS staff, Advisory Council, and LCOG Board members for purposes of evaluation and ranking. Identifying the Proposal in whole as trade secret, confidential or otherwise exempt from disclosure is not acceptable. Any content in the Proposal which Proposer believes to be a trade secret or exempt from public disclosure must be so indicated in conformance with the requirements of Section IV of this RFP.

3. All Proposers who meet the required qualifications will be required to attend an in person oral interview on February 26, 2025. After introductions, a presentation by the proposer will be allowed, limited to 20 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 at LCOG Senior & Disability Services, 1015 Willamette St., Eugene, Oregon, 97401.

Proposers will be notified of their appointment time no later than 5:00 p.m. PST on February 19, 2025.

4. The Evaluation Committee will use a numerically weighted evaluation process for scoring each section of the proposal (see Attachment B). Proposals, supporting information, and oral interviews will be reviewed and scored with the following maximum percentages applied to each section:

Management Proposal 25% Technical Proposal 30% Pricing Proposal 35% Proposers Presentation & Submission 10%

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5. 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 one proposal as presented;

b. Recommend the conditional acceptance of one proposal 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.

6. The Senior Services Advisory Council will deliberate and forward final recommendations to the LCOG Board of Directors for final decision and approval.

7. Press releases relating to the RFP, contractor selection, or resulting services shall not be made without the prior written approval of LCOG.

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. Respondents 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 respondent must clearly identify all information included in its submission that is claimed to be exempt from disclosure. If LCOG S&DS 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 LCOG S&DS in writing on OregonBuys not less than 72 hours prior to the deadline for receipt of responses. Requirements or

METRO MOW RFP 2025 8

clarifications contained in any addendum must be included in proposals submitted and will become part of any resulting contract.

VI. PROTEST OF SOLICITATION DOCUMENTS

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.

VI. REJECTION OF PROPOSALS

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 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.

1. 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.

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

VII. PROTEST OF PROPOSAL AWARD

METRO MOW RFP 2025 9

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.

VIII. 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 1:00 p.m. PST

Wednesday, January 29, 2025 Zoom Meeting

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

Wednesday, February 5, 2025

Written responses to questions, and/or any necessary addendum to RFP, sent to Respondents by 5:00 p.m.

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, 2025

Oral Interviews with Proposers

Wednesday, February 26, 2025 1015 Willamette St., Eugene, OR 97401

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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&SD 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 a single contract with a single entity.

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

Upon final selection of a contractor by the LCOG Board of Directors, the Proposer selected and LCOG S&DS shall have until June 30, 2025 to enter into a contract for the Metro Meals on Wheels 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 Metro Meals on Wheels services and operations.

The General Provisions, Special Provisions, and Service Specifications set forth herein will be a part of the contract for Metro Meals on Wheels.

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.

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Contract Provisions and Services Specifications are referenced as follows:

GP = General Provision, followed by provision reference number.

SP = Special Provision, followed by provision reference number.

SS = Service Specification, followed by specification reference number.

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GENERAL PROVISIONS OF CONTRACT FOR SUCCESSFUL PROPOSER

GP-1 BASIS OF PAYMENT

1. Any contract awarded resulting from this RFP will be a fee-for-service contract, with the level of compensation to be received by the Service Provider based solely on the number of Older Americans Act (OAA) and Oregon Project Independence Classic (OPI) meal units delivered multiplied by the firm-fixed rates of compensation per unit stipulated in the contract, not to exceed a total stipulated contract amount from each funding source. The Service Provider shall receive payment monthly for service delivery. The actual monthly amount of payment from LCOG S&DS for services delivered will be calculated per OAA and OPI meal service unit multiplied by the negotiated cash unit rate less non-LCOG-controlled resources received, such as program income or other donations. (Refer to "Attachment C: Monthly OAA & OPI Financial and Service Report" for an example of the monthly invoice.)

2. Contract related resources received, such as consumer donations, are considered program income and shall be recorded and used monthly by the Service Provider to cover allowable costs of the program.

3. If the Service Provider requires advance funding to provide the services described herein, the Service Provider shall notify LCOG S&DS of its need for such an advance and shall develop a funding plan that satisfies its needs for working capital. If such a plan is approved by LCOG S&DS, LCOG S&DS will pay the Service Provider in accordance with the provisions of the plan.

4. The parties agree that the Service Provider is an independent contractor in its relationship to LCOG S&DS and that LCOG S&DS has no further financial responsibility to pay consideration for the service. The Service Provider agrees to bear solely and fully its responsibility under this contract to pay all taxes and governmental charges to which it is subject as an entrepreneur and employer in providing service under the contract.

GP-2 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

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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 all electronic records related to consumers 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.

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GP-3 ACCOUNTING REQUIREMENTS/AUDIT

1. The Service Provider shall maintain a financial management system that assures financial activities charged to state and federal funds are expended and accounted for in accordance with applicable state and federal requirements.

2. The Service Provider shall include in its records accounts that reflect the costs of the service that it provides under this contract.

3. Special accounting records and procedures may be established via contract negotiation, subject to LCOG S&DS acceptance. Accounting procedures, policies, and records pertinent to this contract shall be made available for state and federal audits.

4. The Service Provider shall maintain financial information necessary for the rendering of invoices for reimbursement.

5. Service Provider shall assume liability for all funds received pursuant to this contract and shall assume responsibility for repayment to LCOG S&DS of any expenditure not authorized by the contract.

6. Service Provider shall ensure none of the funds, materials, property or services provided directly or indirectly under this contract are used for the benefit of any candidate for public office.

7. A copy of the Service Provider's annual audit shall be provided each year of the contract period.

8. Monthly expenditures may be reported on a cash or an accrual basis depending upon the accounting system used by the Service Provider. LCOG S&DS prefers that expenses and performance data be reported on a cash basis. If the service provider uses a form of accrual accounting, LCOG S&DS will allow the option of reporting to LCOG on an accrual basis under the following conditions:

a. The Service Provider will explain to LCOG S&DS in writing the method used for reporting on a non-cash basis;

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b. Units of Service are estimated using the same method used for estimating expenses; and

c. Units of Service and the number of persons served are matched with the reported expenses.

GP-4 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-5 PARTICIPANT RIGHTS

1. Confidentiality of Client/Consumer Information: All information as to personal facts and circumstances obtained by the Service Provider on the client 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 consumers shall be limited to

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persons directly connected with the administration of this contract. Confidentiality policies shall be applied to all requests from outside sources. LCOG and the Service Provider will share information as necessary to effectively serve LCOG 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 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 website at https://www.lcog.org/sdslane/page/agency-documents or may be obtained from LCOG

S&DS.

3. Grievances: The Service Provider must establish a system through which a consumer or family member or authorized representative may present grievances about the operation of the Service Provider's program. The Service Provider will provide information and advice relative to the local grievance procedure to the consumer. The Service Provider will notify LCOG S&DS of all Service Provider-consumer grievances which it is not able to resolve and will process these grievances according to LCOG S&DS OAA Grievance procedure. In turn, LCOG S&DS will notify ODHS of all Service Provider-consumer grievances which it is not able to resolve and will process these grievances according to ODHS rules.

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

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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-6 LICENSING AND PROGRAM STANDARDS

All services provided under this contract will meet any existing State and local licensing, health and safety requirements for the provision of those services and will adhere to the Oregon Congregate and Home-Delivered Nutrition Program Standards as revised - Nutrition Program Standards 2009.

GP-7 INDEMNIFICATION, INDEPENDENT CONTRACTOR, LIMITATION OF LIABILITY, &

INSURANCE

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.

https://www.oregon.gov/odhs/providers-partners/community-services-supports/Documents/oregon-nutrition-standards.pdf https://www.oregon.gov/odhs/providers-partners/community-services-supports/Documents/oregon-nutrition-standards.pdf

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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. Automobile Liability insurance if the Service Provider transports LCOG or ODHS clients with a combined single limit, or the equivalent, of not less than $4,000,000 per each accident for Bodily Injury/Death and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable.

e. Professional Liability insurance in an amount not less than $1,000,000 per claim and not less than $2,000,000 annual aggregate limit. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

f. 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 and Automobile Liability insurance required under this contract shall include LCOG, the 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.

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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 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 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 S&DS, 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

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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 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-8 SUBCONTRACTS

The Service Provider may subcontract for a service required under this contract only with the prior written consent of LCOG S&DS. The Service Provider shall be responsible for the performance of the subcontractor and shall not be relieved of any responsibility for the performance of its duties under the contract, regardless of any subcontract it enters into.

The Service Provider must require its subcontractors to comply with the same terms and provide the same assurances as the Service Provider must in its use of federal and state funds.

This consent is not required for the Service Provider's purchase of articles, supplies, equipment and services to the Service Provider that are incidental to and necessary for the Service Provider's performance under the contract.

GP-9 LICENSES, PATENTS, COPYRIGHTS

1. LCOG, the State of Oregon, and the federal funding agency shall receive a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to

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authorize others to do so, all information, work products, instructions, files, and documentation relevant to information developed in whole or in part from funding derived through this contract. This includes:

a. The copyright in any services developed under a grant, sub grant or agreement under a grant or sub grant; and

b. Any rights of copyright to which a grantee or sub grantee purchases ownership with grant support.

2. The Service Provider is subject to applicable federal regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR §401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements.”

GP-10 ASSIGNMENT

The Service Provider may assign this contract only with prior written consent by LCOG attached to the original contract and only under whatever conditions LCOG S&DS prescribes for the assignment.

GP-11 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.

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.

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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.

5. As many of the revenue and expense numbers used in the contract budget are projections, which may change based on actual federal, state, and local allocations, LCOG S&DS will monitor these changes to determine if a mid-year annual budget amendment is needed. Budget changes may be retroactive to the beginning of the fiscal year. In the event Federal or State funding is increased or decreased during the contract period, LCOG S&DS may reevaluate contract levels and adjust on a pro-rata basis should LCOG S&DS, in its sole discretion, determine that an increase or a decrease is appropriate and necessary for ongoing service levels and to maintain budget sustainability.

GP-12 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-13 FORCE MAJEURE

Neither LCOG 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 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 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-14 AVAILABILITY OF FUNDS

1. Service Provider understands and agrees that the funding allocated to this RFP and any resulting contract is contingent on the availability of state and federal funds, and that

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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 S&DS may, by amendment, reduce funding, or terminate the contract as appropriate. Reduction 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 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. If a reduction in funding occurs, the Service Provider and LCOG S&DS will renegotiate the service requirements of the contract.

2. LCOG S&DS will provide funding 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 for Older Americans Act (OAA) programs when the disallowance is related to Service Provider actions. The Service Provider is not required to reimburse LCOG when the disallowance results from implementation of LCOG S&DS rule or policy.