RFA 5729 Attachment C sample contract.pdf

ATTACHMENT C

SAMPLE CONTRACT FORM

Contract Number XXXXX

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications and other electronic formats. To request an alternate format, please send an e-mail to OHCC@odhsoha.oregon.gov or call 1-877-867-0077.

This Contract is between the State of Oregon, acting by and through its Oregon Home Care Commission, hereinafter referred to as “OHCC,” and

Contractor Information hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to OHCC’s

OHCC Information mailto:OHCC@odhsoha.oregon.gov

1. Effective Date and Duration.

This Contract shall become effective on the date this Contract has been fully executed by every party and, when required, approved by Department of Justice or on XXXXX, whichever date is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on XXXXX.

Contract termination shall not extinguish or prejudice OHCC’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

a. This Contract consists of this document and includes the following listed exhibits which are incorporated into this Contract:

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements

(6) Exhibit D: Federal Terms and Conditions There are no other contract documents unless specifically referenced and incorporated in this Contract.

b. This Contract and the documents listed in Section 2., “Contract Documents,” Subsection

a. above, shall be in the following descending order of precedence: this Contract less all exhibits, Exhibits D, B, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount].

OHCC will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the requirements in Exhibit A, Part 2, “Payment and Financial Reporting.”

c. OHCC will only pay for completed Work under this Contract. For purposes of this Contract, “Work” means the tasks or services and deliverables accepted by OHCC as described in Exhibit A, Part 1, “Statement of Work.”

4. Contractor or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Contractor is a subrecipient Contractor is a contractor Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract:

93.778

5. Contractor Data and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Facsimile: ( )

Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1)?

(Check one box): YES NO Business Designation: (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership Limited Liability Company Limited Liability Partnership Sole Proprietorship Corporation Partnership Other

Contractor Proof of Insurance. Contractor shall provide the following information upon submission of the signed Contract. All insurance listed herein and required by Exhibit C, must be in effect prior to Contract execution.

Commercial General Liability Insurance Company: ____________________________________ Policy #: ______________________________________ Expiration Date: ________________ Automobile Liability Insurance Company: ___________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Workers’ Compensation: Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): YES NO If YES, provide the following information:

Workers’ Compensation Insurance Company: ________________________________________ Policy #: ______________________________________ Expiration Date: ________________

b. Certification. Without limiting the generality of the foregoing, by signature on this Contract, the undersigned hereby certifies under penalty of perjury that:

(1) Contractor is in compliance with all insurance requirements in Exhibit C of this Contract and notwithstanding any provision to the contrary, Contractor shall deliver to the OHCC Contract Administrator (see page 1 of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS

180.755. Contractor further acknowledges that in addition to the remedies under this Contract, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes: (i) All tax laws of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

The Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including (i) garnishing the Contractor’s compensation under this Contract or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5a, “Contractor Information” above is Contractor’s true, accurate and correct information;

(5) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at:

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/portal/public/SAM/;

(8) Contractor is not subject to backup withholding because:

(a) Contractor is exempt from backup withholding;

(b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends; or

(c) The IRS has notified Contractor that Contractor is no longer subject to backup withholding; and

(9) Contractor Federal Identification Number (FEIN) or Social Security Number (SSN) provided is true and accurate. If this information changes, Contractor shall provide OHCC with the new FEIN or SSN within 10 days.

https://www.sam.gov/portal/public/SAM/

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT

CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND

BY ITS TERMS AND CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO NECESSARY

STATE APPROVALS.

1. Signatures. This Contract and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract and any amendments so executed shall constitute an original.

Contractor Name By:

Authorized Signature Printed Name

Title Date State of Oregon, acting by and through its Oregon Home Care Commission By:

Authorized Signature Printed Name

Title Date Approved for Legal Sufficiency:

Department of Justice Date

EXHIBIT A

Part 1

Program 1 Statement of Work

Parties agree that there is no guarantee that any services will be scheduled and performed under the contract.

Program(s): Under this RFA, the Agency is providing 4 separate Program Statements of Work (SOW) as outlined below. Resulting Contract will include the SOW(s) that Contractor has applied for only. Agency reserves the right to makes changes to the services in any resultant contract(s), as long as it is within the general SOW/Specifications surrounding the Employer Resource Connection.

1. Program #1: Office of Developmental Disability.

Statement of Work to be Performed for Developmental Disabilities, Intellectual Disabilities Consumer Services.

Contractor through their Consultants must ensure that the OHCC consumer-employer training program is available in each county within the Contractor’s assigned Service Area(s). All services must be delivered timely and in a person-centered manner. A Back-Up Consultant must be available to assist when needed or when the primary Consultant is unavailable. Services will be paid on work that is performed and allowable according to this Contract.

Service Area(s) that the Contractor is responsible to deliver the consumer-employer training program in are:

Service Area County

Total

a. Contractor must conduct routine outreach activities to meet performance goals. The outreach activities must include, but is not limited to the tasks below:

1. Contact with the Brokerages and CDDPs in each county within Contractor’s Service

Area(s).

2. Contact with organizations that serve ODDS populations. This is to ensure that

Contractor is actively promoting the consumer-employer training services in all of Contractor’s Service Area(s).

b. Contractor must contact consumer-employers and/or representatives who received services in the previous year, annually to determine if additional services are needed.

c. Provide a quarterly report to OHCC highlighting outreach activities, best practices, and success stories. OHCC will compile the reports into one which will be shared with other contractors.

d. OHCC will survey consumers or their representatives who have participated in consumer-employer training services within Contractor’s Service Area(s).

e. OHCC will survey Brokerages and CDDPs, and community partners within the Contractor’s Service Area (s). Contractor will receive written feedback with the survey results.

2. Specific Work to be Performed:

Contractor shall:

a. Require Consultants to participate in all scheduled OHCC meetings. If Contractor has more than one Consultant, each Consultant must participate in meetings.

1. Consultants must participate in OHCC required meetings.

2. Consultants should be in attendance for the entire meeting, exceptions are allowed, but require prior notification.

3. Notify OHCC prior to the meeting if the Consultant will be late or unable to attend.

4. Consultants must participate in technical assistance sessions, as needed.

b. Process consumer-employer training referrals and self-referrals timely. See Referrals definition for required timelines.

c. Complete a Consumer Checklist for each participant. Provide a copy of the checklist to the following:

1. Consumer-employer, common-law employer, and/or proxy

2. Case Management

3. OHCC

The checklist must be sent to all parties within 3 business days of completing the checklist. Since the checklist contains personally identifiable information, it must be sent via secure electronic email or by the postal service.

d. Provide updates. to case management.

e. Provide services directly to consumers CLEs, or proxies based upon the needs and preferences listed in the Consumer Checklist.

f. Provide workshops based upon consumer, CLE, or proxy’s need and preferences.

3. Conflict of Interest:

Contractor may not:

a. Permit a person to serve as a Consultant if:

1. Serving in this role is likely to benefit that person or a member of their immediate family beyond usual compensation and employee benefits provided by Contractor.

2. The person has a family or business relationship, including within Contractor’s agency, with person(s) to whom they are providing services.

3. The person is providing paid services as a HCW, PSW, or PCA.

b. Permit Consultants to use their position for a purpose that may lead to perceived or actual personal financial gain. Contractor must have internal policies in place that restrict such conflicts of interest.

4. Consumer-employer Training Materials:

OHCC will provide materials for use by Consultants without charge. OHCC may add, remove, or revise materials as needed. Below is a list of the available materials (subject to change as needed).

1. Consumer-Employer Training Guide

2. Resource Sheets and tools

3. Brochures

Program 2 Statement of Work

Parties agree that there is no guarantee that any services will be scheduled and performed under the contract.

Program(s): Under this RFA, the Agency is providing 4 separate Program Statements of Work (SOW) as outlined below. Resulting Contract will include the SOW(s) that Contractor has applied for only. Agency reserves the right to makes changes to the services in any resultant contract(s), as long as it is within the general SOW/Specifications surrounding the Employer Resource Connection.

1. Program #2 Oregon Health Authority’s Health Systems Division.

Statement of Work to be Performed for: Personal Care Attendant Consumer Services Contractor through their Consultants must ensure that the OHCC consumer-employer training program is available in each county within the Contractor’s assigned Service Area(s). All services must be delivered timely and in a person-centered manner. A Back-Up Consultant must be available to assist when needed or when the primary Consultant is unavailable. Services will be paid on work that is performed and allowable according to this Contract.

Service Area(s) that the Contractor is responsible to deliver the consumer-employer training program in

a. Contractor must contact consumer-employers and/or representatives who received services in the previous year, annually to determine if additional services are needed.

b. Provide a quarterly report to OHCC highlighting best practices and success stories. OHCC will compile the reports into one which will be shared with other contractors.

c. OHCC will survey consumers or their representatives who have participated in consumer-employer training services within Contractor’s Service Area(s).

d. OHCC will survey Independent and Qualified Agent and community partners within the Contractor’s Service Area (s). Contractor will receive written feedback with the survey results.

2. Specific Work to be Performed:

Contractor shall:

a. Require Consultants to participate in all scheduled OHCC meetings. If Contractor has more than one Consultant, each Consultant must participate in meetings.

1. Consultants must participate in OHCC required meetings.

2. Consultants should be in attendance for the entire meeting, exceptions are allowed, but require prior notification.

3. Notify OHCC prior to the meeting if the Consultant will be late or unable to attend.

4. Consultants must participate in technical assistance sessions, as needed.

b. Process consumer-employer training referrals and self-referrals timely. See Referrals definition for required timelines.

c. Complete a Consumer Checklist for each participant. Provide a copy of the checklist to the following:

1. Consumer-employer and/or representative

2. PCA Service Coordinator

3. OHCC

The checklist must be sent to all parties within 3 business days of the completing the checklist.

Since the checklist contains personally identifiable information, it must be sent via secure electronic email or by the postal service.

d. Provide updates. to PCA Service Coordinators.

e. Provide services directly to consumers or their representatives based upon the needs and preferences listed in the Consumer Checklist.

f. Provide workshops based upon consumer or representative’s need and preferences.

3. Conflict of Interest:

Contractor may not:

a. Permit a person to serve as a Consultant if:

1. Serving in this role is likely to benefit that person or a member of their immediate family beyond usual compensation and employee benefits provided by Contractor.

2. The person has a family or business relationship, including within Contractor’s agency, with person(s) to whom they are providing services.

3. The person is providing paid services as a HCW, PSW, or PCA.

b. Permit Consultants to use their position for a purpose that may lead to perceived or actual personal financial gain. Contractor must have internal policies in place that restrict such conflicts of interest.

4. Consumer-employer Training Materials:

OHCC will provide materials for use by Consultants without charge. OHCC may add, remove, or revise materials as needed. Below is a list of the available materials (subject to change as needed).

1. Consumer-Employer Training Guide

Program 3 Statement of Work

Parties agree that there is no guarantee that any services will be scheduled and performed under the contract.

To be negotiated at award.

Program(s): Under this RFA, the Agency is providing 4 separate Program Statements of Work (SOW) as outlined below. Resulting Contract will include the SOW(s) that Contractor has applied for only. Agency reserves the right to makes changes to the services in any resultant contract(s), as long as it is within the general SOW/Specifications surrounding the Employer Resource Connection.

1. Program #3 Aging and People with Disabilities.

Statement of Work to be Performed for: Aging and People with Disabilities Client Services:

Contractor through their Consultants must ensure that the OHCC consumer-employer training program is available in each county within the Contractor’s assigned Service Area(s). All services must be delivered timely and in a person-centered manner. A Back-Up Consultant must be available to assist when needed or when the primary Consultant is unavailable. Services will be paid on work that is performed and allowable according to this Contract.

Service Area(s) that the Contractor is responsible to deliver the consumer-employer training program in

a. Contractor must conduct routine outreach activities to meet performance goals. The outreach activities must include, but is not limited to the tasks below:

1. Contact with the ODHS APD/AAA offices and Oregon Project Independence offices in each county within Contractor’s Service Area(s).

2. Offer the consumer-employer training services to all individuals on the bi-weekly newly eligible list received from OHCC or offer the consumer-employer training services to all new consumers in the APD/AAA offices in Contractor’s Service Area(s).

3. Contact with organizations that serve older adults and people with disabilities. This is to ensure that Contractor is actively promoting the consumer-employer training services in all of Contractor’s Service Area(s).

b. Contractor must contact consumer-employers and/or representatives who received services in the previous year, annually to determine if additional services are needed.

c. Provide a quarterly report to OHCC highlighting outreach activities, best practices, and success stories. OHCC will compile the reports into one which will be shared with other contractors.

d. OHCC will survey consumers or their representatives who have participated in consumer-employer training services within Contractor’s Service Area(s).

e. OHCC will survey APD/AAA field offices and community partners within the Contractor’s Service Area(s). Contractor will receive written feedback with the survey results.

2. Specific Work to be Performed:

Contractor shall:

a. Require Consultants to participate in all scheduled OHCC meetings. If Contractor has more than one Consultant, each Consultant must participate in meetings.

1. Consultants must participate in OHCC required meetings.

2. Consultants should be in attendance for the entire meeting, exceptions are allowed, but require prior notification.

3. Notify OHCC prior to the meeting if the Consultant will be late or unable to attend.

4. Consultants must participate in technical assistance sessions, as needed.

b. Process consumer-employer training referrals and self-referrals timely. See Referrals definition for required timelines.

c. Complete a Consumer Checklist for each participant. Provide a copy of the checklist to the following:

1. Consumer-employer and/or representative

2. Case Manager

3. OHCC

The checklist must be sent to all parties within 3 business days of completing the checklist. Since the checklist contains personally identifiable information, it must be sent via secure electronic email or by the postal service.

d. Provide updates to case managers.

e. Provide services directly to consumers or their representatives based upon the needs and preferences listed in the Consumer Checklist.

f. Provide workshops based upon consumer or representative’s need and preferences.

3. Conflict of Interest:

Contractor may not:

a. Permit a person to serve as a Consultant if:

1. Serving in this role is likely to benefit that person or a member of their immediate family beyond usual compensation and employee benefits provided by Contractor.

2. The person has a family or business relationship, including within Contractor’s agency, with person(s) to whom they are providing services.

3. The person is providing paid services as a HCW, PSW, or PCA.

b. Permit Consultants to use their position for a purpose that may lead to perceived or actual personal financial gain. Contractor must have internal policies in place that restrict such conflicts of interest.

4. Consumer-employer Training Materials:

OHCC will provide materials for use by Consultants without charge. OHCC may add, remove, or revise materials as needed. Below is a list of the available materials (subject to change as needed).

1. Consumer-Employer Training Guide

Program 4 Statement of Work

Parties agree that there is no guarantee that any services will be scheduled and performed under the contract.

To be negotiated at award.

Program(s): Under this RFA, the Agency is providing 4 separate Program Statements of Work (SOW) as outlined below. Resulting Contract will include the SOW(s) that Contractor has applied for only. Agency reserves the right to makes changes to the services in any resultant contract(s), as long as it is within the general SOW/Specifications surrounding the Employer Resource Connection.

5. Program #4 Linking Consumers to Providers Program

1. Contractor must provide the following services and supports to consumers receiving Medicaid in-home services who choose to receive services and supports from a worker and who require assistance with locating and hiring a worker:

a. Consult with consumers to determine:

1. Goals

2. Specific care needs

3. Needed schedule

4. Desired provider attributes

5. Desired interview questions

b. Assist consumer to register on the Carina registry and create a profile.

c. Search Carina for potential providers who most closely match the desired attributes, schedule, and services requested by consumers.

d. Review each potential provider to determine if they may be a good fit with the consumer based on the consumer’s specific needs, goals, and desired attributes for a provider.

e. Contact potential providers to determine their availability to meet the consumer’s desired scheduled.

f. Work with the consumer to select potential providers the consumer wants to interview.

g. If requested by the consumer, attend the interview between the consumer and potential providers using interview questions agreed upon by consumers.

h. Follow-up with consumers post-hire two-weeks post to evaluate whether matches are successful and provide assistance with finding new providers in the event matches are not successful.

2. Submit invoices monthly for services provided.

3. Submit monthly statistics on: Required Statistics on this portion ends March 31, 2025.

a. Number of referrals received.

b. Counties that make referrals during the month

c. Number of consumers who accept services.

d. Number of consumers who decline services.

e. Length of time consumers receive services.

f. Reasons applicants or enrolled homecare workers decline services.

g. Number of success matches made during the month.

4. Submit reports monthly that describe the successes and challenges of the program.

5. Contractor may bill a maximum of 15 hours per consumer per locating and hiring occurrence at an hourly rate of $63.79.

6. Contractor may bill a maximum of four hours per month for preparing billing, statistical reports, and reporting of successes and challenges at an hourly rate of $63.79.

7. Contractor may receive $100 per consumer if the match has resulted in a successful hire for at least two consecutive months. This ends on March 31, 2025

8. Plan on how the tasks outlined in the statement of work will be executed and monitored, including the following:

a. How Contractor will complete tasks.

b. When tasks will be completed.

c. What resources will be dedicated to the program.

9. The proposer must identify which counties they will serve.

10. The proposer must identify which program they will serve.

Contractors will receive training by ODHS on how to use the Carina registry and the OR PTC DCI payment system.

Part 2

Payment and Financial Reporting

1. Payment Provisions:

As consideration for the services provided by Contractor during the specified Section 1., Effective Date and Duration of this Contract, OHCC will pay to Contractor, a maximum not to-exceed amount as specified in Section 3, Consideration Subsection a. of this Contract, to be paid as follows:

a. Approved Billing Rates.

The following rates have been approved by OHCC for Contractor billing.

(1) $63.79 per hour for all direct services and allowable administrative services or tasks and workshop workgroup activities. The hourly rate includes, but is not limited to, labor, supplies, other administrative and overhead costs, and all other expenses relating to services performed under the Contract.

(2) Should a Consultant have a confirmed appointment with a consumer who does not show up for their appointment, Contractor may receive payment up to half an hour for in-person appointments, quarter hour for phone or virtual appointments

b. Reimbursement.

Reimbursements will be made at the rate in effect at the time of travel. Reimbursement rates for lodging and meals will be provided by OHCC and may change on an annual basis.

Reimbursements will be allowed for the following:

(1) Mileage at the IRS per mile rate in effect at the time of travel.

(2) Lodging and meals when training location is 70 miles, one way, from home base. Receipts are required for reimbursement.

(3) Postage reimbursement will be allowed to mail materials to consumers when in-person delivery is not possible. Receipts are required for reimbursement.

c. Materials.

Contractors may purchase the following list of materials and may only receive reimbursement by including the receipt(s) of purchase(s) made, with the monthly billing invoice. The following are examples of materials that may be purchased:

(1) 1-inch binders (white, blue, or green)

(2) Pocket Folders (generally 25 to the package

(3) White tab dividers

(4) Plastic dividers with pockets

(5) Page protectors

Billing will be charged to an individual program or equally divided across programs should contractor serve more than one.

2. Monthly Billing Report:

a. Contractor shall submit an electronic Monthly Billing Report on a form supplied by OHCC, no later than the 10th day of the month (or next business day, if the 10th falls on a weekend or holiday) following the month in which services were provided. Contractor will email an invoice signed by an authorized representative within three business days of notice of acceptance by OHCC. Invoices may be sent to OHCC.ERC@odhsoha.oregon.gov .

a. If contractor has more than one program, separate invoices will be due.

b. If unable to provide billing on the appointed day, contractor shall request an extension from the contract administrator.

b. Contractor shall break invoices into three separate categories: 1) For consumers served, as referenced in Exhibit A, Part 1. The total of all invoices shall not exceed the individual maximum compensation for each Program identified in Section 3.“Consideration”, subsection a.

c. Billing and reporting maximums will be honored for each separate program.

3. Travel and Other Expenses:

OHCC will reimburse Contractor for the services and travel identified in Exhibit A, Part 2, “Payment and Financial Reporting”, Section 1 “Payment Provisions”. Contractor shall not invoice and OHCC will not pay for any additional travel or other expenses not outlined above.

mailto:OHCC.ERC@odhsoha.oregon.gov

Part 3 Special Provisions

1. Confidentiality of Information.

a. Client Information:

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or 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.

(2) The use or disclosure of Client Information shall be limited to persons directly connected with the administration of this Contract. Confidentiality policies shall be applied to all requests from outside sources.

(3) If Contractor, or any of its officers, directors, employees, agents, or subcontractors receives or has access to confidential Social Security Administration (SSA), or Federal Tax Information (FTI) records in the performance of Work under this Contract, Contractor shall comply, and ensure that all of Contractor’s officers, directors, employees, agents and subcontractors comply, with the following provisions:

(a) With respect to SSA records:

(i) Provide a current list of employees and employees of any agent or subcontractor with access to SSA records;

(ii) Adhere to the same security requirements as employees of OHCC;

(iii) Abide by all relevant Federal laws, restrictions on access, use, disclosure, and the security requirements contained within OHCC’s agreement with SSA;

(iv) Provide its employees and agents the same security awareness training as OHCC’s employees; and

(v) Include the provisions of this Section 1.a.(3)(a) in any subcontract.

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication

1075:

(i) Contractor and its officers, directors and employees with access to, or who use FTI provided by OHCC must meet the background check requirements defined in IRS Publication 1075;

(ii) Any FTI made available to Contractor shall be used only for the purpose of carrying out the provisions of this Contract. Contractor shall treat all information contained in FTI as confidential and that information shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Inspection by or disclosure to anyone other than an officer or employee of the Contractor is prohibited;

(iii) Contractor shall account for all FTI upon receipt and shall properly store all FTI before, during, and after processing. In addition, all FTI related output and products will be given the same level of protection as required for the source material;

(iv) No work involving FTI furnished under this Contract will be subcontracted without prior written approval of the IRS;

(v) Maintain a list of employees who are authorized access to FTI. Such list will be provided to OHCC and, upon request, to the IRS reviewing office;

and

(vi) Include the provisions of this Section 1.a.(3)(b) in any subcontract.

(c) Failure to abide by any of the requirements in this subsection could result in criminal or civil penalties and result in termination of this Contract.

(d) Contractor may be subject to periodic and ongoing security reviews to ensure compliance with the requirements of Section 1.a.(3).

(4) Except as prohibited by Section 1.a.(3) above, OHCC, Contractor and any subcontractor will share information as necessary to effectively serve OHCC clients.

b. Non-Client Information:

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under the Contract, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a Party or its officers, directors, employees and agents in the performance of the Contract that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the originating Party (“Confidential Non-Client Information”).

(2) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Party acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under the Contract;

(c) Is rightfully in the receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the originating Party under the Contract;

(d) Is obtained from a source other than the originating Party without the obligation of confidentiality;

(e) Is disclosed with the written consent of the originating Party; or

(f) Is independently developed by the receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non- Client Information.

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information and shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists:

(i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to

192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

c. Upon request and pursuant to the instructions of OHCC, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

d. "Client" means any individual, family or Provider:

(1) For whom an OHCC must provide Services and incidental or specialized Goods, in any combination thereof (“Services and Incidental Supplies”), according to state, federal law, rule, and policy. Those Services and Incidental Supplies include but are not limited to treatment, care, protection, and support without regard to the proximity of the services being provided;

(2) Who in fact receives and utilizes services provided by an OHCC primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of the OHCC; or

(4) Who provides direct care or Services and is a proxy or representative of the non-Provider

Client.

2. Amendments.

a. OHCC reserves the right to amend or extend the Contract under the following general circumstances:

(1) OHCC may extend the Contract for additional periods of time up to a total Contract period of 5 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHCC’s satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) OHCC may periodically amend any payment rates throughout the life of the Contract proportionate to increases in Portland Metropolitan Consumer Price Index; and to provide Cost Of Living Adjustments (COLA) if OHCC so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature.

b. OHCC further reserves the right to amend the Statement of Work based on the original scope of work of RFA OregonBuys Number S-10000-00007786/OHA-RFA 5729 for the following:

(1) Programmatic changes/additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Contract or previous amendments to the Contract;

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in Code of Federal Regulations, Oregon Revised

Statutes, or Oregon Administrative Rules which, in part or in combination, govern the provision of services provided under this Contract.

c. Upon identification, by any party to this Contract, of any circumstance which may require an amendment to this Contract, the parties may enter into negotiations regarding the proposed modifications. Any resulting amendment must be in writing and be signed by all parties to the Contract before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, Section 24. “Amendments;

Waiver; Consent” of this Contract.

3. Contractor Requirements to Report Abuse of Certain Classes of Persons.

a. Contractor shall comply with, and cause its employees, agents and subcontractors to comply with, the applicable laws for mandatory reporting of abuse including but not limited to abuse of the following classes of persons in Oregon:

(1) Children (ORS 419B.005 through 419B.045);

(2) Elderly Persons (ORS 124.055 through 124.065);

(3) Residents of Long Term Care Facilities (ORS 441.630 through 441.645);

(4) Adults with Mental Illness or Developmental Disabilities (ORS 430.735 through

430.743).

b. In addition to the requirements of Section 3.a., if law enforcement is notified regarding a report of child abuse, Contractor shall also notify the local Child Protective Services Office of the Department of Human Services within 24 hours. If law enforcement is notified regarding a report of abuse of elderly, long term care facility residents, adults with mental illness or developmental disabilities, the Contractor shall also notify the local Aging and People with Disabilities Office of the Department of Human Services within 24 hours.

c. If known, the abuse report should contain the following:

(1) The name and address of the abused person and any people responsible for that person’s care;

(2) The abused person’s age;

(3) The nature and the extent of the abuse, including any evidence of previous abuse;

(4) The explanation given for the abuse;

(5) The date of the incident; and

(6) Any other information that might be helpful in establishing the cause of the abuse and the identity of the abuser.

4. Background Checks. All persons working under this Contract with clients referred by OHCC are subject to a background check through the Background Check Unit serving Oregon Health Care Commission, pursuant to ORS 181.534 (Criminal records check; authorized agencies;

rules) and OAR 943-007-0001 through 943-007-0501, as such rules may be revised from time to time.

5. Equal Access to Services. Contractor shall provide equal access to covered services for both males and females under 18 years of age, including access to appropriate facilities, services and treatment, to achieve the policy in ORS 417.270.

6. Media Disclosure. The Contractor will not provide information to the media regarding a recipient of services purchased under this Contract without first consulting the OHCC office that referred the child or family. The Contractor will make immediate contact with the OHCC office when media contact occurs. The OHCC office will assist the Contractor with an appropriate follow-up response for the media.

7. Nondiscrimination.

a. The Contractor must provide services to OHA clients without regard to race, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language and other special needs of clients.

b. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Contract, to maintain such policy and practice in force during the entire Contract term.

c. As required by ORS 279B.235, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age.

Contractor’s compliance with this Section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles OHA to terminate this Contract for cause.

d. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between OHCC or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of the jurisdiction of any court or of any form of defense to or immunity from any Claim, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. This Section shall survive expiration or termination of this Contract.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract.

OHCC’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. This Section shall survive expiration or termination of this Contract.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract, represents and warrants that Contractor's Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, OHCC will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS

670.600. OHCC reserves the right (i) to determine and modify the delivery schedule for the Work and (ii) to evaluate the quality of the Work Product, however, OHCC may not 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.

4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHCC that:

(1) Contractor has the power and authority to enter into and perform this Contract;

(2) This Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms;

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of…