NWSDS Legal Assistance Services RFP 2025.pdf

NorthWest Senior & Disability Services Page 1 2025 Legal Assistance RFP

Request for Proposal

Legal Assistance Services

January 2025

NorthWest Senior & Disability Services 3410 Cherry Avenue NE

P.O. Box 12189 Salem, OR 97309

NorthWest Senior & Disability Services Page 2 2025 Legal Assistance RFP

TABLE OF CONTENTS

I. INTRODUCTION

II. CONTRACTING PROCESS AND PROVISIONS - RFQ PROCESS

CP-1 Timetable – RFP for Legal Assistance

CP-2 Application Process

CP-3 Proposal Format

CP-4 Proposal Completion Instructions

CP-5 Evaluation

CP-6 Appeals Process (Time is of the essence)

CP-7 Contracting Process and Provisions

III. GENERAL CONTRACT PROVISIONS FOR SUCCESSFUL PROPOSER ... 14

GP-1 Contract Amendment GP-2 Subcontracts and Assignment

GP-3 Successors in Interest GP-4 Indemnity

GP-5 Insurance GP-6 Records Maintenance; Access GP-7 Audits GP-8 Independent Contractor Status GP-9 Compliance with Applicable Law GP-10 Waivers GP-11 Force Majeure GP-12 Ownership of Work Product GP-13 Governing Law; Venue

GP-14 Return of Resources GP-15 Certification for Contracts Using Federal Funds GP-16 Availability of Funds

GP-17 Severability GP-18 Foreign Contractor GP-19 Written Notice GP-20 Contractual Dispute Resolution Process GP-21 Damages upon Breach of Contract GP-22 Termination

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GP-23 Confidentiality/Grievance

IV. SERVICE REQUIREMENTS

SR-1 Service Description and Definitions

SR-2 Historical Data SR-3 Availability of Service

SR-4 Provider Roles and Responsibilities SR-5 Service Priorities SR-6 Facilities

SR-7 Staffing SR-8 Training

SR-9 Communications SR-10 Billing, Payment and Record Keeping SR-11 Program Donations SR-12 Monitoring/Evaluation

SR-13 Transition

V. PROPOSAL DOCUMENTS (Exhibit I)

Proposal Attachment A – APPLICATION SUMMARY Proposal Attachment B – STATEMENT OF ASSURANCES

Proposal Attachment C – The Management Proposal Proposal Attachment D – The Technical Proposal

Proposal Attachment E – The Pricing Proposal

VI. APPENDIX

Forms Attachment A – BILLING STATEMENT Forms Attachment B – MONTHLY BILLING DETAIL REPORT

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(This Page Intentionally Left Blank)

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I. INTRODUCTION

NorthWest Senior & Disability Services (NWSDS) is a local intergovernmental agency that serves seniors and people with disabilities in Clatsop, Marion, Polk, Tillamook and Yamhill Counties. NWSDS is the Area Agency on Aging (AAA) for the five-county area with offices in Dallas, McMinnville, Salem, Tillamook, Warrenton and Woodburn. As an Area Agency on Aging, NWSDS has been authorized to provide for legal services under the Older Americans Act (OAA) program.

The mission of the Older Americans Act Legal Assistance program in Oregon is to provide legal assistance to older individuals (aged 60+) who have the greatest economic or social need, with an emphasis upon serving those who face certain barriers, such as: disability, language, isolation, ethnicity, or resi-dence in a rural area. 45 CFR 1321.53. To assist NWSDS, as an Area Agency on Agency, the OAA both requires and provides funding for legal assistance programs. 42 USC 3023(c)(2); 42 USC 3026(a)(2)(C).

It is NWSDS’ intent to identify the most qualified proposer through this Re-quest for Proposal (RFP) to provide Legal Services under the Older American Act (OAA) to clients residing in all the above-mentioned counties.

Total Older Americans Act Title III-B funds available for the contract period July 01, 2025 through June 30, 2026 is anticipated to be $44,000 for two sepa-rate contracts; $20,000 is the contract ceiling for Legal Services in Clatsop, Tillamook and Yamhill Counties, and $24,000 is the contract ceiling for Legal Services in Marion and Polk Counties.

The period of performance of the initial contract resulting from this RFP is scheduled to be July 1, 2025 to June 30, 2026. NWSDS reserves the right to extend the contract for up to an additional forty-eight (48) months without utili-zation of a formal proposal solicitation process and to incorporate service to ad-ditional areas. NWSDS reserves the right to change any specifications at the time of renewal. Contract extensions are contingent upon acceptable CON- TRACTOR performance, the continuing availability of funding for the services being provided, and mutual agreement on contract terms between NWSDS and the CONTRACTOR. Contract extension periods would be July 1, 2026 to June

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30, 2027; July 1, 2027 to June 30, 2028; July 1, 2028 to June 30, 2029; and July 1, 2029 to June 30, 2030.

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II. CONTRACTING PROCESS AND PROVISIONS - RFP PROCESS

CP-1 Timetable – RFP for Legal Assistance

Item in RFP Process Date

RFP is published in OregonBuys Monday January 27, 2025

Deadline for Questions/Clarifications at 4:00 p.m.

Monday February 10, 2025

Written responses to questions, and/or any nec-essary addendum to RFP, sent to all applicants

Friday February 21, 2025

Proposals due no later than 4:00 p.m. Friday February 28, 2025

NWSDS staff begin reviewing proposals in or-der to prepare a recommendation to the Execu-tive Director of Operations

Monday March 3, 2025

NWSDS announces selection of CONTRAC- TOR(s)

Tuesday April 8, 2025

Appeals deadline at 4:00 p.m. Friday April 18, 2025

Appeals Hearing conducted by 4:00 p.m. Monday May 5, 2025

Appeals Decision by 4:00 p.m. Monday May 19, 2025

Contracted service begins Monday July 1, 2025

CP-2 Application Process

A. The RFP will be posted on OregonBuys, the State of Oregon’s eProcurement system, on January 27, 2025 no later than 5:00 p.m.

B. The proposer is strongly encouraged to carefully read all portions of this RFP prior to completing the RFP application.

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C. The proposer is presumed to be familiar with all federal, state and local laws, ordinances, regulations and policies which might affect the proposed project.

D. Applicants should respond by assuming NWSDS has no prior knowledge of the applicant’s current or proposed operations.

E. Applicants may ask clarifying questions in writing through 4:00 p.m., Monday, February 10, 2025 by emailing Gloria Kincade at gloria.kincade@nwsds.org.

Responses to all questions will be sent as a written addendum to all. All adden-da become a part of the RFP and are binding.

F. A signed complete set of proposal documents must be received NO LATER

THAN FRIDAY, FEBRUARY 28, 2025 by NWSDS via email to Gloria Kin-cade at gloria.kincade@nwsds.org or by mail or courier delivery to the follow-ing address:

Attention: Gloria Kincade, Fiscal & Program Analyst 3410 Cherry Avenue NE.

P. O. Box 12189

Proposals received after this deadline may be disqualified. Based upon good cause (such as labor strikes, adverse weather, changes in public transportation schedules or business interruptions) shown to NWSDS, failure to meet this deadline may be waived. In all cases, proposals must be received within two

(2) days of the deadline or they will be disqualified.

Proposals must conform to all matters contained in this RFP, including attached exhibits. They 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 eighty-two (182) days from January 27, 2025.

Gloria Kincade has been designated as the NWSDS staff person responsible for this RFP. All contact regarding the RFP shall be with Gloria Kincade. She can be reached via email at gloria.kincade@nwsds.org. Only written communica-tion shall be considered binding.

mailto:gloria.kincade@nwsds.org

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G. NWSDS reserves the right to reject any or all proposals. Incomplete proposals or proposals which, in the estimation of NWSDS, significantly vary from the requirements specified in this RFP may be disqualified. NWSDS reserves the right to reject any proposal in which the average, weighted cost per unit is more than 5% over the lowest bid submitted.

H. Price is a consideration, but it is not the only consideration. All criteria will be evaluated and NWSDS may reject any and all proposals. Quality assurance and client satisfaction are the primary criteria that will be evaluated in determining the most responsible proposer. However, the proposer must also demonstrate that (1) it has completed previous contracts of a similar nature with a satisfacto-ry record of performance; (2) it has a satisfactory record of integrity; (3) it is le-gally qualified to contract with NWSDS; and (4) it has the appropriate financial, material, equipment, facility and personnel resources and expertise necessary to meet all contractual responsibilities pursuant to ORS 279B.110. The proposer agrees to supply all necessary information in connection with any inquiry con-cerning responsibility as it is defined in ORS 279B.110(2). A proposal may be rejected even if the proposer is the low cost provider.

I. NWSDS reserves the right to waive minor deviations in the RFP which, in the sole judgment of NWSDS, are immaterial to performance.

J. The misrepresentation of information shall be grounds for disqualification of the proposal.

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

L. Any costs incurred in the preparation and submission of a proposal under this

RFP process, are the sole responsibility of the proposer.

M. Any influence or attempt to influence NWSDS staff, Advisory Council or

Board of Directors of this agency or otherwise affect the outcome of the con-tract award, outside of the process provided in the RFP, shall be grounds for disqualification.

N. NWSDS reserves the right to make an award without further discussion of the proposals submitted. Therefore, the proposal should be submitted on the most

NorthWest Senior & Disability Services Page 10 2025 Legal Assistance RFP favorable terms the proposer can offer. NWSDS may, however, negotiate with the highest ranked proposer or engage in competitive negotiations prior to se-lecting the contractor from the proposals.

O. NWSDS 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 NWSDS.

P. For purposes of evaluation, NWSDS may employ methods of contractor selec-tion that include, but are not limited to: (1) an award or awards based solely on the ranking of proposals; (2) discussions leading to the best and final offers, in which NWSDS need not disclose private discussions or information derived from proposals submitted by competing proposers; (3) serial negotiations, be-ginning with the highest ranked proposer; and (4) competitive simultaneous ne-gotiations.

Q. Proposers are reminded that the RFP solicits applications for the continuation of services that have been in existence for over 20 years. Currently the Legal Ser-vices contract for Clatsop, Tillamook, and Yamhill counties is with Oregon Law Center and for Marion and Polk Counties, it is with Legal Aid Services of Oregon.

CP-3 Proposal Format

In order to make this review as efficient and as objective as possible, all proposals must be submitted as follows:

A. Proposals must be clearly typewritten in 14 point font, single spaced, single-sided, on 8½ X 11 inch white paper. Pages must be numbered. Proposals must be completed per instructions provided and responses limited to the specified length.

B. Proposals must also be submitted via email to gloria.kincade@nwsds.org or by delivery of hard copies to NorthWest Senior and Disability Services, 3410 Cherry Ave NE, P.O. Box 12189, Salem, Oregon 97309 no later than 5:00 p.m.

on January 27, 2025 . Alternative formats must be pre-approved.

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C. The format to be used for responding to this RFP is included as Exhibit I: Pro-posal Documents. It consists of five parts: Application Summary, Statement of Assurances, Management Proposal, Technical Proposal, and Price Proposal.

The attachments should be labeled in that order.

The Management Proposal describes the qualifications of the applicant agency, its organizational structure and details on the administration of the program.

The Technical Proposal defines and describes the methodology to be followed in the delivery of the services described in this RFP.

The Price Proposal sets forth the proposer's costs associated with delivery of the services.

CP-4 Proposal Completion Instructions

A. For proposer convenience, this RFP is available in Microsoft Word format and may be used as a template for preparing the proposal.

B. The proposal must begin each response by repeating the question/request for information as a heading before answering.

C. The following formats must be used in preparing the proposal and are found in

"Exhibit I: Proposal Documents"

Application Summary - Proposal Attachment A Statement of Assurances - Proposal Attachment B Management Proposal - Proposal Attachment C Technical Proposal - Proposal Attachment D Price Proposal - Proposal Attachment E

CP-5 Evaluation

A. NWSDS staff will review the proposals to determine if they meet required qual-ifications.

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B. NWSDS staff are looking for the most responsible proposer. Quality assurance is the primary criterion that will be evaluated in determining the most responsi-ble proposer. However, the proposer must also demonstrate that (1) it has com-pleted previous contracts of a similar nature with a satisfactory record of per-formance; (2) it has a satisfactory record of integrity; (3) it is legally qualified to contract with NWSDS; and (4) it has the appropriate financial, material, equipment, facility and personnel resources and expertise necessary to meet all contractual responsibilities pursuant to ORS 279B.110. The proposer agrees to supply all necessary information in connection with any inquiry concerning re-sponsibility as it is defined in ORS 279B.110(2).

C. The recommendations will be forwarded to the NWSDS Executive Director.

D. NWSDS will announce to all proposers its intent to contract with the selected provider no later than Monday, April 8, 2025.

E. Release of Information: Only the name of the successful CONTRACTOR, the reason for selection, and the cost per unit of service shall be disclosed and only by NWSDS staff. No press releases relative to the contract or services resulting therefrom shall be made without prior written approval of NWSDS.

CP-6 Appeals Process (Time is of the essence)

A. Appeals from proposing organizations must be delivered to NWSDS by no later than 4:00 p.m. on Monday May 5, 2025.

B. Appeals must be submitted in writing to:

Devrey Hachenberg, Executive Director of Operations

3410 Cherry Avenue N.E.

P. O. Box 12189

C. The reason for the appeal must include citation of the law, ordinance, rule, regulation or practice upon which the appeal is based.

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D. The applicant will be notified in writing of the status of the appeal. An Appeals

Committee will conduct a hearing by no later than 4:00 p.m. on May 13, 2025 with a decision on the merits of the appeal to be reached by 4:00 p.m. on May 19, 2025. The decision will be final.

CP-7 Contracting Process and Provisions

A. The conditions and provisions of the successful proposal and of the RFP shall be made a part of the contract. NWSDS reserves the right, to stipulate modifi-cations.

B. The contract shall include all applicable provisions contained in ORS 279B.220 to 279B.235, which are made a part of and incorporated therein by reference hereto.

C. In the process of negotiating the final contract, failure to submit all information and materials in the required and prescribed format may be grounds for disqual-ification.

D. Subsequent discovery of misrepresentation of information shall be grounds for contract nullification.

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III. GENERAL CONTRACT PROVISIONS FOR SUCCESSFUL PROPOSER

GP-1 Contract Amendment

The terms of this Contract may not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written agreement signed by the parties.

The provisions in this RFP, and any special provisions incorporated in the contract document at the time of signing, shall govern all activities conducted pursuant to this contract, unless specifically waived or modified by contract amendment. The necessity for a contract amendment by and between all parties, reduced to writing and approved and executed with the same formality as the original contract, shall be determined at the discretion of NWSDS. A significant change, as determined by NWSDS, in program content or scope of work shall require a contract amend-ment.

GP-2 Subcontracts and Assignment

A. No subcontracts for the delivery of services required under this contract, formal or informal, and including letters of agreement for reimbursement of services, with another agency may be entered into by the CONTRACTOR, except as specifically authorized in writing, prior to their execution, by NWSDS. The CONTRACTOR shall submit copies of final subcontracts to NWSDS for ap-proval before disbursing any NWSDS funds to subcontractors to provide ser-vices under this contract.

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

C. NWSDS' consent to any subcontract shall not relieve CONTRACTOR of any of its duties or obligations under this contract.

GP-3 Successors in Interest

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The provisions of this Contract are binding upon and shall inure to the benefit of the parties themselves, as well as their respective representatives, successors, and permitted assigns, if any. The CONTRACTOR may assign this Contract only with prior written consent by NWSDS attached to the original contract and only under whatever conditions NWSDS prescribes for the assignment.

GP-4 Indemnity

CONTRACTOR shall defend, save, hold harmless, and indemnify the State of Or-egon, DHS, NWSDS, and their officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever resulting from, arising out of, or relating to the acts or omissions of CONTRACTOR or its officers, employees, subcontractors, or agents under this contract.

GP-5 Insurance

A. Insurance Coverage. During the term of this Contract CONTRACTOR shall maintain in force at its own expense, each insurance noted below:

1. CONTRACTORs with one or more workers, as defined by ORS 656.027 shall comply with ORS 656.017 and shall provide the Workers' Compensa-tion insurance coverage for those workers, unless they meet the require-ment for an exemption under ORS 656.126(2). CONTRACTOR shall re-quire and ensure that each of its subcontractors complies with these re-quirements.

2. CONTRACTOR shall comply with ORS 30.273(3) which sets the limita-tions on liability of public bodies for property damage or destruction.

Based on these calculations, the limitations are adjusted to $119,300 for any single claimant and $596,400 for all claimants. These current limita-tions became effective on July 1, 2018 and apply to all causes of action arising on or after July 1, 2018 and before July 1, 2025. CONTRACTOR shall adhere to the annual adjustments to these calculations as published in

ORS 30.273(3).

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3. CONTRACTOR shall comply with ORS 30.272(2) and (3) which sets the limitations on liability of public bodies for personal injury and death.

Based on these calculations, the limitations are adjusted to $727,200 for any single claimant and $1,454,300 for all claimants. These current limita-tions became effective on July 1, 2018 and apply to all causes of action arising on or after July 1, 2018 and before July 1, 2025. CONTRACTOR shall adhere to the annual adjustments to these calculations as published in

ORS 30.273(3).

B. Effective Date. Insurance coverage is to be in effect at the time the contract begins and during the length of the contract. Evidence of insurance must be submitted to NWSDS by July 1, 2025; and, thereafter, within 15 working days of the policies' renewal date(s). The insurer shall provide 30-day written notice to NWSDS of any material change, reduction of limits, intent not to renew, or cancellation of the CONTRACTOR's coverage.

C. Certificates of insurance. As “evidence of insurance” coverages required by this Contract, the CONTRACTOR shall furnish acceptable insurance certifi-cates to NWSDS upon request. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to State acceptance. If requested, complete copies of insurance policies, trust agree-ments, etc. shall be provided to the State. The CONTRACTOR shall be finan-cially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance.

D. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days prior written notice from the CONTRACTOR or its insurer(s) to NWSDS.

GP-6 Records Maintenance; Access

CONTRACTOR shall maintain all financial records relating to this Contract in ac-cordance with generally accepted accounting principles. In addition, CONTRAC- TOR shall maintain any other records that are pertinent to this Contract, in such a manner as to clearly document CONTRACTOR's performance. All financial rec-ords, other records, books, documents, papers, plans, records of shipments and

NorthWest Senior & Disability Services Page 17 2025 Legal Assistance RFP payments and writings of CONTRACTOR whether in paper, electronic or other form, that are pertinent to this Contract, are collectively referred to as “Records.”

CONTRACTOR acknowledges and agrees that NWSDS, the Oregon Secretary of State's Office, the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make ex-cerpts and transcripts. CONTRACTOR shall retain and keep accessible all Rec-ords for the longer of:

A. six (6) years following final payment and termination of this Contract;

B. the period as may be required by applicable law, including the records retention schedules set forth in OAR Chapter 166; or

C. until the conclusion of any audit, controversy or litigation arising out of or re-lated to this Contract.

At any time during normal business hours, the CONTRACTOR shall make availa-ble and accessible to NWSDS, its designees, the State Unit on Aging, or any of their duly authorized representatives all records related to the provision of services to NWSDS, for the purpose of audit or examination.

GP-7 Audits

A. For work performed on an hourly or cost reimbursement basis, the allowability of direct and indirect costs shall be governed by 2 CFR Part 230.

B. The CONTRACTOR will have an independent audit conducted annually and performed in accordance with federal regulations (i.e. 44 CFR Appendix A OMB Circular A-128, or OMB Circular A-133), and state statutes and rules. All audits, regardless of requirements of OMB Circulars, must include a Schedule of Federal Financial Assistance which shows the Program Title, CFDA Num-ber, Program or Award Amount and Expenditures. The Schedule of Federal Fi-nancial Assistance and audit must be a review of each NWSDS program for which the CONTRACTOR contracts.

C. The CONTRACTOR will provide NWSDS with a copy of the company's annu-al fiscal audit. NWSDS may request the CONTRACTOR to provide a fiscal

NorthWest Senior & Disability Services Page 18 2025 Legal Assistance RFP audit in compliance with 2 CFR 230 and the Government Auditing Standards (GAGAS) published by the U.S. Government Accountability Office.

D. CONTRACTOR shall comply and, if applicable, require a sub-CONTRACTOR to comply, with the following:

1. Applicable audit requirements and responsibilities set forth in the Office of

Management and Budget Circular A-133 entitled “Audits of States, Local Governments and Non-Profit Organizations.”

2. Applicable Code of Federal Regulations (CFR) sections and OMB Circulars governing expenditure of federal funds. State, local and Indian Tribal Gov-ernments and governmental hospitals must follow OMB A-102. Non-profits, hospitals, colleges and universities must follow 2 CFR 215. Sub-recipients shall monitor any organization to which funds are passed for compliance with CFR and OMB requirements.

GP-8 Independent CONTRACTOR Status

A. CONTRACTOR shall perform all required Work as an independent CON- TRACTOR. As such, neither NWSDS nor any of NWSDS’s employees shall be considered an agent or an employee of CONTRACTOR for any purpose, and the employees of NWSDS shall not be entitled to any of the benefits that CON- TRACTOR provides for the employees of CONTRACTOR. Neither CON- TRACTOR nor any of its employees shall be considered to be an agent or em-ployee of NWSDS for any purpose, and the employees of CONTRACTOR are not entitled to any of the benefits that NWSDS provides for the employees of Owner. Although NWSDS reserves the right to (1) determine (and modify) the delivery schedule for the Work to be performed and (2) evaluate the quality of the completed performance, NWSDS cannot and will not control the means or manner of CONTRACTOR's performance. CONTRACTOR is responsible for determining the appropriate means and manner of performing the Work. More-over, it is understood that CONTRACTOR does not work for NWSDS exclu-sively.

B. If CONTRACTOR is currently performing work for the State of Oregon or the federal government, CONTRACTOR by signature to this Contract declares and certifies that: CONTRACTOR's Work to be performed under this Contract cre-

NorthWest Senior & Disability Services Page 19 2025 Legal Assistance RFP ates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of CONTRACTOR's employing agency (state or federal) would prohibit CONTRACTOR's Work under this contract. CONTRACTOR is not an "officer," "employee," or "agent" of NWSDS, as those terms are used in ORS 30.265.

C. CONTRACTOR shall be responsible for all federal or state taxes applicable to compensation or payments paid to CONTRACTOR under this Contract and, unless CONTRACTOR is subject to backup withholding, NWSDS will not withhold from such compensation or payments any amount(s) to cover CON- TRACTOR's federal or state tax obligations. CONTRACTOR is not eligible for any Social Security, unemployment insurance or workers' compensation benefits from compensation or payments paid to CONTRACTOR under this contract, except as a self-employed individual.

D. The CONTRACTOR's employees, volunteers or agents performing under this Contract are not deemed to be employees of NWSDS in any manner whatsoev-

er. Employees of the CONTRACTOR shall not be entitled to any other benefits except those provided by the CONTRACTOR. The CONTRACTOR is solely and entirely responsible for its acts and acts of its agents, employees or volun-teers.

E. Since the CONTRACTOR is not an employee, official or agent of NWSDS, they shall not in any action, suit, proceeding or official investigation, contend that the CONTRACTOR, its subsidiaries, employees, officials, directors, agents, subcontractors, associates, partners or shareholders are or reasonably could be considered employees, officials or agents of NWSDS.

GP-9 Compliance with Applicable Law

CONTRACTOR shall comply and cause all sub-contractors to comply with all lo-cal, state and federal laws, regulations, executive orders and ordinances applicable to the Contract or to the performance of Work as they may be adopted, amended or repealed from time to time. The CONTRACTOR and all sub-contractors shall also comply with all applicable requirements of state civil rights and rehabilitation stat-utes, rules and regulations; but not limited to the following:

A. Abuse. The CONTRACTOR shall comply with all state laws requiring report-ing of Client abuse including ORS 124.060 and 430.765. Additionally, it is the

NorthWest Senior & Disability Services Page 20 2025 Legal Assistance RFP expectation of NWSDS that the CONTRACTOR report suspected abuse of all persons with disabilities that are served through this contract. The types of abuse that must be reported are defined in ORS 124.050 and ORS 430.735. See

PR-9(C).

B. Americans with Disabilities Act. In compliance with DHHS Section 504

Regulation at 45 CFR Part 84, any written material that is generated and pro-vided by CONTRACTOR under this Contract to NWSDS’ clients shall, at the request of such NWSDS clients, be reproduced in alternate formats of commu-nication, to include Braille, large print, audiotape, oral presentation, and elec-tronic format. NWSDS shall not reimburse CONTRACTOR for costs incurred in complying with this provision. CONTRACTOR shall cause all sub- CONTRACTORs under this Contract to comply with the requirements of this provision.

C. Audits. CONTRACTOR shall comply and, if applicable, require a sub-

CONTRACTOR to comply, with the following:

1. Applicable audit requirements and responsibilities set forth in the Office of

Management and Budget Circular A-133 entitled “Audits of States, Local Governments and Non-Profit Organizations.”

2. Applicable Code of Federal Regulations (CFR) sections and OMB Circulars governing expenditure of federal funds. State, local and Indian Tribal Gov-ernments and governmental hospitals must follow OMB A-102. Non-profits, hospitals, colleges and universities must follow 2 CFR 215. Sub-recipients shall monitor any organization to which funds are passed for compliance with CFR and OMB requirements.

D. Clean Air, Clean Water, EPA Regulations If this Contract, including amendments, exceeds $100,000 then CONTRACTOR shall comply and require all sub-CONTRACTORs to comply with all applicable standards, orders, or re-quirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33 U.S.C. 1251 to 1387), specifically including, but not lim-ited to Section 508 (33 U.S.C. 1368), Executive Order 11738, and Environmen-tal Protection Agency regulations (40 CFR Part 32), which prohibit the use un-der non-exempt Federal contracts, grants or loans of facilities included on the

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EPA List of Violating Facilities. Violations shall be reported to DHS, HHS and the appropriate Regional Office of the Environmental Protection Agency.

CONTRACTOR shall include and require all sub-CONTRACTORs to include in all contracts with sub-CONTRACTORs receiving more than $100,000, lan-guage requiring the sub-CONTRACTOR to comply with the federal laws iden-tified in this section.

E. Debarment and Suspension. CONTRACTOR shall not permit any person or entity to be a sub-CONTRACTOR if the person or entity is listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal Procurement or Non-procurement Programs” in accord-ance with Executive Orders No. 12549 and No. 12689, “Debarment and Sus-pension”. (See 45 CFR part 76.) This list contains the names of parties de-barred, suspended, or otherwise excluded by agencies, and CONTRACTORs declared ineligible under statutory authority other than Executive Order No.

12549. Sub-CONTRACTORs with awards that exceed the simplified acquisi-tion threshold shall provide the required certification regarding their exclusion status and that of their principals prior to award.

F. Discrimination of Individuals with Disabilities. The CONTRACTOR shall comply with ORS 659A.145, 659A.400 to 659A.409 and all regulations and administrative rules established pursuant to those laws in the construction, re-modeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with the Work. 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.

G. Drug-Free Workplace. CONTRACTOR shall comply and require all sub-

CONTRACTORs to comply with the Drug-Free Workplace Act of 1988 (PL 100-690)

H. Energy Efficiency CONTRACTOR shall comply and require all sub-

CONTRACTORs to comply with applicable mandatory standards and policies relating to energy efficiency that are contained in the Oregon energy conserva-tion plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163).

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I. Equal Employment Opportunity. If this Contract, including amendments, is for more than $10,000, then CONTRACTOR shall comply and require all sub- CONTRACTORs to comply with Executive Order 11246, entitled “Equal Em-ployment Opportunity,” as amended by Executive Order 11375, and as supple-mented in Department of Labor regulations (41 CFR Part 60).

J. HIPAA Compliance. Services funded in whole or in part with financial assis-tance provided under this Contract are covered by the Health Insurance Porta-bility and Accountability Act or the federal regulations implementing the Act (collectively referred to as HIPAA). CONTRACTOR agrees to deliver the Work in compliance with HIPAA. CONTRACTOR shall comply and require all sub-CONTRACTORs to comply with the following:

1. 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 CONTRACTOR and DHS for pur-poses directly related to the provision of services to Clients which are fund-ed in whole or in part under this Agreement. However, CONTRACTOR shall not use or disclose any Individually Identifiable Health Information about specific individuals in a manner that would violate DHS Privacy Rules, OAR 410-014- 0000 et. seq., or DHS Notice of Privacy Practices, if done by DHS. A copy of the most recent DHS Notice of Privacy Practices is posted on the NWSDS web site at http://www.nwsds.org, or may be ob-tained from NWSDS.

2. Data Transactions Systems. If CONTRACTOR intends to exchange elec-tronic data transactions with DHS in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, CONTRACTOR shall execute an EDI Trading Partner Agree-ment with DHS and shall comply with DHS EDI Rules.

3. Consultation and Testing. If CONTRACTOR reasonably believes that the

CONTRACTOR’s or DHS’ data transactions system or other application of HIPAA privacy or security compliance policy may result in a violation of HIPAA requirements, CONTRACTOR shall promptly consult the DHS In-formation Security Office. CONTRACTOR or DHS may initiate a request http://www.nwsds.org/

NorthWest Senior & Disability Services Page 23 2025 Legal Assistance RFP for testing of HIPAA transaction requirements, subject to available resources and the DHS testing schedule.

K. Pro-Children Act CONTRACTOR shall comply and require all sub-

CONTRACTORs to comply with the Pro-Children Act of 1994 (codified at 20 USC section 6081 et. seq.).

L. Resource Conservation and Recovery CONTRACTOR shall comply and re-quire all sub-CONTRACTORs to comply with all mandatory standards and pol-icies that relate to resource conservation and recovery pursuant to the Resource Conservation and Recovery Act (codified at 42 USC 6901 et. seq.). Section 6002 of that Act (codified at 42 USC 6962) requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by the Environmental Protection Agency. Current guidelines are set forth in 40 CFR Parts 247-253.

M. Truth in Lobbying (see GP-15)

N. Worker’s Compensation and Unemployment Compensation. All employers, including CONTRACTOR, that employ subject workers who provide services in the State of Oregon shall comply with ORS 656 and 657.

GP-10 Waivers

Waiver of any default shall not be deemed to be a waiver of any subsequent de-fault. Waiver of breach of any provision of the contract shall not be deemed to be a waiver of any subsequent breach and shall not be construed to be a modification of the terms of the contract unless stated to be such in writing, signed by all parties, and attached to the original contract. The failure of NWSDS to enforce any provi-sion of the contract does not waive NWSDS' right to enforce any other provision.

GP-11 Force Majeure

Neither NWSDS nor CONTRACTOR shall be held responsible for delay or default caused by fire, riot, acts of nature, power outage, government fiat, terrorist acts or other acts of political sabotage, civil unrest, labor unrest, or war, where such cause is beyond the reasonable control of NWSDS or CONTRACTOR shall, however, NorthWest Senior & Disability Services Page 24 2025 Legal Assistance RFP make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its ob-ligations under this Contract. For purposes of this section, an “act of nature” is a natural occurrence of extraordinary and unprecedented proportions not foreshad-owed by the usual course of nature, whose magnitude and destructiveness could not have been anticipated or provided against by exercise of ordinary foresight.

GP-12 Ownership of Work Product

A. Definitions. The following terms, as used in GP-12 and elsewhere in this Con-tract, have the meanings set forth below:

1. “CONTRACTOR Intellectual Property” means any intellectual property owned by CONTRACTOR and developed independently from the Work.

2. “Third Party Intellectual Property” means any intellectual property owned by parties other than NWSDS or CONTRACTOR.

3. “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that CONTRACTOR is required to deliver to NWSDS pursu-ant to the Work.

B. Original Works. All Work Product created by CONTRACTOR pursuant to the

Work, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” shall be the exclusive property of NWSDS. NWSDS and CONTRACTOR agree that all Work Prod-uct is “work made for hire” of which NWSDS shall be deemed the author. If for any reason the Work Product created pursuant to the Work is not “work made for hire,” CONTRACTOR hereby irrevocably assigns to NWSDS any and all of its rights, title, and interest in all original Work Product created pur-suant to the Work, whether arising from copyright, patent, trademark, trade se-cret, or any other state or federal intellectual property law or doctrine. Upon NWSDS’ reasonable request, CONTRACTOR shall execute such further doc-uments and instruments necessary to fully vest such rights in NWSDS. CON- TRACTOR forever waives any and all rights relating to original Work Product created pursuant to the Work, including without limitation, any and all rights

NorthWest Senior & Disability Services Page 25 2025 Legal Assistance RFP arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifica-tions.

In the event that Work Product created by CONTRACTOR under this Contract is:

CONTRACTOR Intellectual Property;

a derivative work based on CONTRACTOR Intellectual Property, or a compilation that NWSDS includes CONTRACTOR Intellectual Property, CONTRACTOR hereby grants to an irrevocable, non-exclusive, perpetual, roy-alty-free license to use, reproduce, prepare derivative works based upon, dis-tribute copies of, perform and display CONTRACTOR Intellectual Property and the pre-existing elements of the CONTRACTOR Intellectual Property em-ployed in the Work Product, and to authorize others to do the same on NWSDS’ behalf.

In the event that Work Product created by CONTRACTOR under this Contract is:

Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property

CONTRACTOR shall secure on NWSDS’ behalf and in the name of NWSDS an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize oth-ers to do the same on NWSDS’ behalf.

GP-13 Governing Law; Venue

This Contract shall be governed by and construed in accordance with the laws of the State of Oregon. Any claim, action, or suit between the CONTRACTOR and NWSDS that arises out of or relates to performance of this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. Provided, however, that if any such claim, action, NorthWest Senior & Disability Services Page 26 2025 Legal Assistance RFP 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 CONTRACTOR shall notify NWSDS of its intent to file for protection under the Federal Bankruptcy Act or to make any filing under the Federal Bankruptcy Act.

GP-14 Return of Resources

Upon termination, the CONTRACTOR shall transfer to NWSDS any unexpended and unobligated funds, materials, supplies, equipment, and contract rights obtained under this Contract as directed. The CONTRACTOR shall protect and preserve rights and property in its possession until transfer to NWSDS has been accom-plished. NWSDS may withhold from amounts otherwise due the CONTRACTOR such sum as NWSDS determines to be necessary to protect itself against loss.

GP-15 Certification for Contracts Using Federal Funds

The CONTRACTOR certifies, to the best of the CONTRACTOR’s knowledge and belief that:

A. No federal appropriated funds have been paid or will be paid, by or on behalf of the CONTRACTOR, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or em-ployee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or em-ployee of any agency, a member of Congress, an officer or employee of Con-gress, or an employee of a member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the CONTRACTOR agrees to complete and submit Standard Form-LLL "Disclosure Form to Report Lobby-

NorthWest Senior & Disability Services Page 27 2025 Legal Assistance RFP ing."

C. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this Contract was entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

D. None of the funds, materials, property or services provided directly or indirectly under this Contract shall be used for the benefit of any candidate for public of-fice.

GP-16 Availability of Funds

NWSDS certifies that, at the time of signing, and subject to the availability of state and federal funds, sufficient funding is authorized and is anticipated to be available within NWSDS' applicable appropriation or limitation. Should funds not become available to NWSDS in amounts anticipated, NWSDS may, by amendment, reduce funding, or terminate this Contract as appropriate. Reduction or termination will be effective upon written notice delivered to the CONTRACTOR in person or by mail, or at such later date as established by NWSDS. A reduction or termination will not affect payment for allowable expenses incurred prior to the effective date of such action. Consultation with the CONTRACTOR will take place within time constraints consistent with the need for such action. Should a reduction in funding occur, the CONTRACTOR and NWSDS will renegotiate the service requirements of the Contract.

GP-17 Severability

The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal, invalid, unenforceable in any respect, the validity of the remaining terms and provisions shall not be affected, and the

NorthWest Senior & Disability Services Page 28 2025 Legal Assistance RFP rights and obligations of the parties shall be construed and enforced as if this Con-tract did not contain the particular term or provision held to be invalid.

GP-18 Foreign CONTRACTOR

If CONTRACTOR is not domiciled in or registered to do business in the State of Oregon, CONTRACTOR shall promptly provide to NWSDS, Oregon Department of Revenue and the Secretary of State Corporation Division all information re-quired by those agencies relative to this Contract. CONTRACTOR shall demon-strate its legal capacity to perform the Work under this Contract in the State of Or-egon prior to entering into this Contract.

GP-19 Written Notice

All notices regarding this Contract must be given to the parties in writing by regis-tered mail with return receipt requested, or by personal delivery, to the following addresses:

Devrey Hachenberg, Executive Director of Operations NorthWest Senior & Disability Services 3410 Cherry Avenue NE PO Box 12189

CONTRACTOR: As listed by the CONTRACTOR on the Statement of Assur-ances

Any notice delivered by facsimile shall be deemed to be given when receipt of the transmission is generated by the transmitting machine. To be effective, such fac-simile transmission must be confirmed by person-to-person telephone contact with NWSDS' Contract Administrator or designee. All such notice must be followed by written notice as specified above.

GP-20 Contractual Dispute Resolution Process

A. If either party materially fails to comply with any provision of this agreement, NorthWest Senior & Disability Services Page 29 2025 Legal Assistance RFP the other party shall give written notice specifying the complaint. The party re-ceiving the notice shall submit within five (5) business days, a detailed written plan of curative action that is date specific and acceptable to the party declaring the default. If the written plan of curative action is not acceptable to the party issuing the complaint, that party may proceed with the default.

B. In the event of a default, the parties shall endeavor in good faith to resolve the issue through negotiation or mediation, before either party may bring an action in any court concerning this Contract.

After written notice specified in GP-19, the parties shall attempt to resolve the dispute by:

1. Having the matter jointly heard by appropriate personnel from both NWSDS and the CONTRACTOR in an attempt to resolve the matter;

2. Referring the matter to the appropriate administrative level (if any), if the dispute cannot be resolved;

3. Referring the matter to a third-party mediator if it cannot be resolved at the administrative level.

C. In the event of litigation to enforce the mediation agreement, or in the event that litigation after unsuccessful mediation is commenced, the prevailing party will be entitled to its attorney fees and reasonable costs of litigation incurred.

GP-21 Damages upon Breach of Contract

If it is determined the CONTRACTOR has provided services which do not meet the specifications outlined in this RFP, or in other ways has not fulfilled its com-mitments as outlined in the RFP and associated documents, including the CON- TRACTOR’s response to the RFP, the CONTRACTOR shall be deemed in breach of contract.

While NWSDS maintains the right to exercise termination of the contract for cause (See GP-22), NWSDS may, at its sole discretion, choose to notify the CON- TRACTOR in writing that the CONTRACTOR has been placed in probationary status. While in probationary status, NWSDS may require the CONTRACTOR to

NorthWest Senior & Disability Services Page 30 2025 Legal Assistance RFP submit and implement in a timely fashion such corrective actions plans as will remedy the breach.

GP-22 Termination

A. Parties' Right to Terminate for Convenience: This Contract may be termi-nated at any time by mutual written consent of the parties.

B. NWSDS' Right to Terminate for Convenience: NWSDS may, at its sole dis-cretion, terminate this contract, in whole or in part, upon 30-day notice to

CONTRACTOR.

C. NWSDS' Right to Terminate…